GIofAI Mentor - Terms and Conditions
BACKGROUND
The Principal wishes to engage the Contractor, and the Contractor wishes to be engaged, to provide the Services in consideration of the Fee on the terms and conditions set out in this Agreement.
OPERATIVE PROVISIONS:
Schedule
ITEM KEY DETAILS DESCRIPTION
1. Commencement Date : As Provided by contractor on the form
2. Parties Dyaus Analytics Pty Ltd ACN 664 049 450 (trading as ‘Global Institute Of Artificial Intelligence’) (Principal)
address: Unit 207, 111 Overton Road, Williams Landing VIC 3027
Email: mentor@giofai.com.au
AND
Contractor Name: As per information provided on the Mentor Onboarding From
Contractor Address: As per information provided on the Mentor Onboarding From
Contractor Email: As per information provided on the Mentor Onboarding From
3. Services 1. Providing one of the following coaching services to our clients:
a. Data Engineering
b. Data Analytics
c. Data Science
d. AI Engineering
e. Positive psychological coaching (PPC)
f. Recruitment & HR Interview Coach
4. Fees: AU$ 200 hr
Definitions and Interpretation
1.1 Definitions:
In this Agreement:
Commencement Date means the date stated in item 1 of the Schedule.
Confidential Information means all communications between the parties to this Agreement and all data, information and other material supplied to one party by the other party or received by one party from the other party that is either marked “confidential” or by its nature is intended to be confidential, and any information concerning the business transactions or the financial arrangements of either party disclosed to the other party that is conveyed in circumstances that indicate it is confidential, but does not include information that is:
a) in the public domain (other than by a breach of the Agreement); or
b) required to be disclosed by law; or
c) information known to the recipient Party prior to the commencement of this Agreement.
Fees means the fees payable in consideration of the Services provided:
a) to the extent the Schedule specifies an hourly rate the Fees will be calculated by multiplying the hourly rate stated in item 4 of the Schedule by the number of hours of Services performed by the Contractor in a relevant period; and / or
b) to the extent the Schedule specifies a fixed fee then the Fees will be the fixed fee specified in item 4 of the Schedule.
Intellectual Property means data, patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, and any other intellectual property rights, in each case whet her registered or unregistered and including all applications (and rights to apply) for, and the right to be granted renewals or extensions of, and rights to claim priority from, these rights and all similar or equivalent rights or forms of protections which subsist or will subsist, now or in the future, in any part of the world.
Services means the services set out in item 3 of the Schedule.
1.2 Interpretation:
In this Agreement, unless the contrary intention appears:
a) Reference to:
(i) one gender includes the others;
(ii) the singular includes the plural and the plural includes the singular;
(iii) a recital, clause, schedule or annexure is a reference to a clause of or recital, schedule or annexure to this Agreement and references to this Agreement include any recital, schedule or annexure;
(iv) any contract (including this Agreement) or other instrument includes any variation or replacement of it;
(v) a statute, ordinance, code or other law includes subordinate legislation (including regulations) and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(vi) a person includes an individual, a firm, a body corporate, an unincorporated association or an authority;
(vii) time is a reference to Melbourne, Victoria time;
(viii) a day, week, fortnight or month means a calendar day, week, fortnight or month; and
(ix) money (including “$”, “AUD” or “dollars”) is to Australian currency.
b) An obligation, representation or warranty in favour of more than 1 person is for the benefit of each of them separately and all of them jointly.
c) The meaning of any general language is not restricted by any accompanying example, and the words “includes”, “including”, “such as”, “for example” or similar words are not words of limitation.
d) The word “costs” includes charges, expenses and legal costs.
e) Headings are for convenience only and do not form part of this Agreement or affect its interpretation.
f) A provision of this Agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.
g) The Schedule is incorporated into and forms part of the operative provisions of this Agreement.
2 Agreement
2.1 The Contractor is engaged by the Principal to provide the Services in consideration of the Fee.
2.2 This Agreement commences on the Commencement Date and continues until the Services are reasonably deemed completed by the Principal or until it is otherwise terminated in accordance with its terms.
3 Services
3.1 The Contractor will cooperate with the Principal’s instructions or directions in performing and delivering the Services.
3.2 The Contractor must:
a) Carry out the Services under this Agreement in accordance with any applicable professional standards and laws;
b) Disclose to the Principal, at the earliest opportunity, all potential or actual conflict between their personal interests and the interests of the Principal, and any other matters likely to impact on the performance of their duties;
c) On discovery, not allow a potential or actual conflict of interest to continue;
d) Not accept any payment or other benefit in money or in kind from any person as an inducement or reward for any act or forbearance in connection with any matter or business transacted by or on behalf of the Principal;
e) Act in the Principal ’s best interests and not use their position for an improper purpose or for private benefit; and
f) Unless otherwise agreed, provide all items (including material and equipment) required to carry out the Contractor’s Services.
g) Comply with all reasonable directions of the Principal.
4 Property
All property which is supplied to the Contractor by the Principal pursuant to the performance of the Services, are the property of the Principal. All such property must be returned to the Principal immediately upon termination of this Agreement. All such property vests in the Principal.
5 Fees and Payment
5.1 Fees are payable in arrears of the Services being provided. The Contractor will prepare and issue a monthly invoice to the Principal (Invoice) which, subject to the process set out in this clause 5, must be settled by the Principal within 30 days of the Invoice being issued.
5.2 Unless otherwise agreed, where the Contractor provides services that are not within the scope of item 3 of the Schedule, the Principal is not liable for any additional fees.
5.3 The Contractor will accurately record all hours worked in providing the Services. The time records must include the date, number of hours worked, and a brief description of the tasks performed (Report).
5.4 The Contractor is required to submit Reports on a monthly basis along with the Invoice. Reports and Invoices must be submitted to the Principal no later than the twenty-fifth business day of the following month. Late submissions may result in delayed payment.
5.5 The Principal shall review the Report and must, within 10 days of receipt of the Report, either:
a) Approve the time recorded and settle the Invoice; or
b) Raise any objections, discrepancies, or questions with the Contractor.
5.6 In the event of a dispute regarding the hours worked:
a) Upon receiving notification in writing of a dispute, both parties agree to review the relevant records and Reports and negotiate in good faith to resolve the dispute within 5 business days.
b) If, after following the process in clause 5.6 a), the parties are unable to resolve the dispute, the parties will engage in mediation to resolve the dispute as follows:
(i) The parties will agree on a mediator;
(ii) If the parties are unable to agree on a mediator, they will request that the Law Institute of Victoria nominates a mediator; and
(iii) The costs of mediation shall be shared equally between the Contractor and the Principal.
c) If the dispute remains unresolved after following the process set out in clauses 5.6 a) and 5.6 b) (inclusive), the parties are entitled to commence legal proceedings.
6 Nature of Relationship
6.1 The Contractor will provide the Services to the Principal as a Contractor and will not be in a partnership with the Principal or an employee, servant or agent of the Principal for any purposes whatsoever.
6.2 In particular, the Contractor acknowledges and accepts:
a) The Contractor is an independent contractor. Nothing in this agreement creates or is intended to create an employment relationship between the parties.
b) Unless required by law, the Contractor is not entitled to payment for any annual leave, sick leave, severance pay, long service leave, workers compensation, Workcover or any other entitlements synonymous with an employment relationship including superannuation.
c) The Contractor is responsible for the payment of all taxes, including income tax payable in respect of any and all entitlements they receive.
d) The Contractor has the right to perform services for others during the term of this Agreement so long as it does not give rise to any conflict of interest. Where a conflict of interest does or may arise, the Contractor must notify the Principal immediately.
e) The Contractor shall endeavour to actively promote the principles outlined in this Agreement to the best of their ability.
f) The Contractor consents to participate in unpaid promotional activities, encompassing but not restricted to hosting and participating in webinars, conferences, and events organized by the Principal, as well as drafting blogs and social media content for the Principal.
g) The Contractor agrees that any educational materials produced during the course of this engagement for the Principal’s benefit are the exclusive property of the Principal. The Contractor shall not be compensated for the time and effort expended in creating said educational materials under the terms of this agreement.
h) It is understood and agreed that the Contractor’s online sessions may be recorded, and any recordings thereof shall be the property of the Principal, to be stored and utilized by the Principal for future purposes.
i) The Contractor is not entitled to receive any training from the Principal in the professional skills necessary to perform the Services required by this agreement.
j) The Contractor is responsible for all outgoings, expenses and costs required or incurred in order for the Contractor to discharge their responsibilities under the terms of this agreement. For the avoidance of doubt, this includes all insurance cover the Contractor must hold in order to provide the Services.
k) The Contractor acknowledges and agrees that the Principal shall have the right to advertise the Contractor’s profile on its official website, social media platforms, and other similar online and offline events for promotional purposes. Such advertisement may include, but is not limited to, the Contractor’s name, professional qualifications, areas of expertise, and any other relevant information deemed appropriate by the Principal.
l) The Contractor grants the Principal a non-exclusive, royalty-free license to use the Contractor’s name, likeness, and any other provided information for the sole purpose of advertising and promoting the Contractor’s services in accordance with this Agreement.
m) The Contractor further consents to the Principal’s use of the Contractor’s profile in marketing materials, presentations, publications, and any other promotional activities as determined by the Principal.
n) The Contractor acknowledges that any such advertisement conducted by the Principal shall be done in good faith and with the intention of promoting the Contractor’s services in a professional manner.
7 Intellectual Property
7.1 Ownership of all Intellectual Property in the Services, whether existing prior to the Commencement Date or developed as part of delivering the Services, vest in the Principal. Nothing in this Agreement or otherwise shall assign any Intellectual Property rights to the Contractor.
7.2 The Contractor must not duplicate, imitate, create derivatives of, or otherwise seek to exploit any of the Principal ’s Intellectual Property. The Contractor must not seek or attempt to establish a similar or competing business or service which uses the Contractor’s Intellectual Property.
7.3 Where the Services include the provision of education and coaching, the Principal retains all copyrights and other proprietary rights in such resources.
7.4 The Principal shall own all intellectual property rights in any data, analytics, metadata, new systems or processes, techniques or knowledge arising out of the Services. To avoid doubt, the Principal shall be free to apply knowledge that arises out of the course of this Agreement to other purposes on a generalised basis.
7.5 All current, future and unregistered Intellectual Property rights conceived, made, developed or discovered by the Contractor in the course of providing the Services under this Agreement (whether alone or with any other person) are assigned to the Principal.
7.6 The Contractor will at the expense of the Principal execute all documents and do and execute all such further acts, matters and things as may be necessary or reasonable to assign all Intellectual Property Rights to the Principal.
8 Confidentiality
8.1 Except as authorised or required by this Agreement, neither party shall use or disclose to any person any Confidential Information of the other party which it obtains or learns in the performance of this Agreement.
8.2 All information about, or in any way relating to the Principal, its business, transactions, affairs, techniques, processes, employees or its clients (including client lists), which the Principal obtains or learns during the course of this Agreement is confidential. The Contractor acknowledges that Confidential Information is solely and exclusively the property of the Principal.
8.3 The restrictions contained under this clause shall continue to apply for 24 months after the termination of this Agreement but shall cease to apply to information which is in the public domain.
9 Expiry and Termination
9.1 The Principal may terminate this Agreement at any time if the Contractor:
a) Breaches this Agreement and such breach is incapable of remedy or, if capable of remedy, is not remedied within 7 days of being put on notice of the breach;
b) Fails to comply with any relevant statutory or regulatory requirement in relation to this Agreement;
c) Fails to perform their obligations under this Agreement in a quality and timely manner;
d) Acts dishonestly, deceptively or fraudulently in relation to this Agreement or the other party.
9.2 If the Principal terminates this Agreement under clause 9.1, all entitlements to Fees accrued at the effective date of termination remain payable.
9.3 If the Contractor terminates this Agreement for any reason after the Services have commenced, but prior to the Services being completed, the Principal may withhold the Fee and where the Fees have not been paid, the Principal is not required to make payment.
9.4 Either Party may terminate this agreement by the provision of 30 days written notice.
10 Indemnity
10.1 The Contractor hereby indemnifies, and agrees to keep indemnified the Principal and its respective officers, servants, employees and agents, against all losses, liabilities, claims and expenses which arise from:
a) any act or omission of the Contractor in connection with the Services whether at common law, or for breach of statutory duty, or under any other statute or law;
b) any injury or damage suffered by the Principal as a result of the Contractor’s acts or omissions; and / or
c) without limiting the above, any act or omission of the Contractor that causes or contributes to any loss, liability, claim or expense being incurred by the Principal under or in connection with the Contract.
11 Liability
Neither party shall be liable for any indirect, special, incidental, punitive, exemplary, reliance or consequential damages in relation to this Agreement.
12 Force Majeure Events
12.1 A party will not be liable or responsible for any failure to perform or delay in performance of any of its obligations under this Agreement that is caused by events outside its control (Force Majeure Event).
12.2 A Force Majeure Event includes any act, event, non- happening, omission or accident beyond a party’s reasonable control and includes in particular (without limitation) the following:
a) Strikes, lockouts or other industrial action;
b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
e) Impossibility of the use of public or private telecommunications networks;
f) Epidemic, pandemic or other health emergency (whether declared or not), including without limitation lockdowns or any other restrictions imposed as a result of the COVID-19 pandemic or any other pandemic or epidemic at any time; and
g) The acts, decrees, legislation, regulations or restrictions of any government.
13 Notices
13.1 All notices in connection with this deed must be:
a) in legible writing and in English; and
b) addressed, marked to the attention of the person specified and sent to the receiving party at the address or email set out in this deed or otherwise as notified by that party from time to time.
13.2 A notice will be considered to have been received if sent by email, four hours after the time sent (as recorded on the device from which the sender sent the email), unless the sender receives an email in response specifying that the email did not reach the intended receiving party or the receiving party is out of the office. If a notice is received by the receiving party’s email, on a day that is not a Business Day, or after 5:00 pm (local time) on a Business Day, the notice will be considered to have been received by the receiving party at 9.00 am on the next Business Day.
14 Restraint
14.1 The Contractor must not for a period of 48 months following termination of this Agreement solicit, canvass, approach clients of the Principal.
14.2 The Contractor must not for a period of 48 months following termination of this Agreement establish or undertake, directly or indirectly, any business that competes with the Principal’s business within:
i. Australia;
ii. Victoria; or
iii. Melbourne.
14.3 The Contractor acknowledges that any breach of this clause would cause irreparable harm and significant damage to the Principal.
14.4 The Contractor acknowledges that the covenants contained in this clause are fair and reasonable.
15 Assignment
The Contractor must not assign its rights and obligations under this agreement to any other party, without the written consent of the Principal.
16 Variation
The terms of the Agreement may not be varied otherwise than in writing signed by the Principal and the Contractor.
17 Entire agreement
17.1 This Agreement is the sole agreement between the parties which relates to the terms and conditions under which the Contractor is engaged. The parties expressly acknowledge that no representations or warranties have been given by either of them other than those contained in this Agreement.
18 Counterparts
This Agreement may be executed in any number of counterparts. Each counterpart is an original, but the counterparts together are one and the same agreement. This Agreement is binding on the parties on the exchange of counterparts. Counterparts may be exchanged by email.
19 Severance
If anything in this Agreement is unenforceable, illegal or void then it is severed, and the rest of this Agreement remains in force.
20 Costs and Legal Advice
20.1 Each party shall pay its own costs of the preparation, negotiation and execution of this Agreement.
20.2 Each party to this Agreement has had the opportunity to seek legal advice prior to entering this Agreement.
21 Governing law
This Agreement will be governed by the laws of Victoria and the parties agree that they will submit to exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.
Executed as an Agreement
Executed by Dyaus Analytics Pty Ltd ACN 664 049 450 (trading as ‘Global Institute Of Artificial Intelligence’) in accordance with section 127 of the Corporations Act 2001 (Cth)
AND
Executed by
Signature of Contractor Place: As per information provided on the Mentor Onboarding From
Name of Contractor:As per information provided on the Mentor Onboarding From
Signed Date: As per information provided on the Mentor Onboarding From
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