Terms & Conditions
Independent Contractor Agreement
(Copy of the sign up terms on the App)
INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________. CLIENT The PCBU who has made the booking in the Wofo App or, in the case of Wofo staff making the booking, the PCBU who Wofo has made the booking on behalf of As indicated in the task location of the job booking (the "Client") CONTRACTOR Wofo user Your address as given in the Wofo app setup (the "Contractor") BACKGROUND IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: SERVICES PROVIDED TERM OF AGREEMENT PERFORMANCE The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client. A. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. B. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"): • Carry out tasks as indicated in the App description. 1. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client. 2. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties. 3. 4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. Page 1 of 5 CURRENCY PAYMENT PENALTIES FOR LATE PAYMENT TRADE SECRETS OWNERSHIP OF INTELLECTUAL PROPERTY Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in NZD (New Zealand Dollars). 5. 6. The Contractor will charge the Client a flat fee of $0.00 for the Services (the "Payment"). 7. The Client will be invoiced when the Services are complete. 8. Invoices submitted by the Contractor to the Client are due within one day of receipt. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor. 9. The Payment as stated in this Agreement does not include GST, or other applicable duties as may be required by law. Any GST and duties required by law will be charged to the Client in addition to the Payment. 10. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement. 11. 12. Any late payments will trigger a fee of 1.50% per month on the amount still owing. Trade secrets (the "Trade Secrets") include but are not limited to any data or information, technique or process, tool or mechanism, formula or compound, pattern or test results relating to the business of the Client, which are secret and proprietary to the Client, and which give the business a competitive advantage where the release of that Trade Secret could be reasonably expected to cause harm to the Client. 13. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement. 14. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property. 15. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor. 16. Independent Contractor Agreement Page 2 of 5 RETURN OF PROPERTY CAPACITY/INDEPENDENT CONTRACTOR NOTICE INDEMNIFICATION MODIFICATION OF AGREEMENT TIME OF THE ESSENCE ASSIGNMENT Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or confidential information which is the property of the Client. 17. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. 18. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses: or to such other address as either Party may from time to time notify the other. The PCBU who has made the booking in the Wofo App or, in the case of Wofo staff making the booking, the PCBU who Wofo has made the booking on behalf of As indicated in the task location of the job booking a. Wofo user Your address as given in the Wofo app setup b. 19. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. 20. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party. 21. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. 22. 23. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations Independent Contractor Agreement Page 3 of 5 ENTIRE AGREEMENT ENUREMENT TITLES/HEADINGS GENDER GOVERNING LAW SEVERABILITY WAIVER under this Agreement without the prior written consent of the Client. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 24. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. 25. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. 26. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 27. 28. This Agreement will be governed by and construed in accordance with the laws of New Zealand. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. 29. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Key commercial Terms offered to customers
Retention of right to change offering
Warranties & responsibility for services and products
Ownership of intellectual property, copyrights and logos
Right to suspend or cancel member account
Limitation of liability
Right to change and modify Terms
Preference of law and dispute resolution
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Terms and Conditions
(For Hirers including Managed Service)
Terms of Business for the provision and booking of gig economy Healthcare staff
This is a contract between:
(1) Wofo ltd, trading as WoFo medstaff carrying on business as a gig economy Marketplace; and
(2) The Client trading as The Client ("the Client").
Scope of Agreement
1.1 The parties hereby agree that this Agreement will govern every engagement by the Client, or an associated company of the Client.
1.2 For the purpose of this Agreement, "Engagement" shall include each individual contractor engagement, from the Wofo platform and shall include any use of a Wofo worker in the circumstances set out in clause 1.1, whether directly or indirectly (for example, where booked by the client directly or on behalf of the client)
Acceptance and Authority to Act
2. These terms are deemed to be accepted by the Client in respect of each Wofo worker engagement booked by Wofo on behalf of the Client as part of the managed service. The Client authorises Wofo to act on its behalf in booking Workers from it's platform.
3.1 The Client agrees to provide Wofo with sufficient information to enable Wofo to correctly book the worker. This information can be received via booking request forms, emails or any other agreed upon method. The information shall include;
a) The date, time and location of the shift.
b) The experience, training, qualifications and any authorisation which are necessary (or which are required by law or by any professional body including covid-19 status) for the relevant worker to possess in order to work in the position.
c) The maximum rate of pay and any other benefits to be offered in respect of the relevant position.
d) Any requirements for uniforms or equipment required by the worker.
3.2 Subject to clause 3.1, Wofo will take reasonably practicable steps to ensure that the Applicant is aware of all applicable requirements for the Engagement.
3.3 Wofo shall make reasonable endeavours to ensure the suitability of the worker for the Engagement.
3.4 The Worker shall be responsible for verifying their right to work in New Zealand, payment of taxes and and other requirements or responsibilities required by law.
Introduction: When Payable
4.1 Subject to clause 5, any contractor payments plus Wofo service fees will be invoiced weekly and payable as per the agreed payment terms.
4.2 Permanent placement fees will be invoiced within 7 days of notification of an excepted employment offer by the client to the worker.
Fees and Method of Calculation
5.1(a) The Fees shall be a percentage (as set out at clause 5.3 below) of the gross contract value payable to the Wofo contractor following the successful fulfillment of each shift booked plus GST.
5.2 The gross contract value is calculated as the booked rate multiplied by the hours and assumes the worker will take a half hour break every 6 hours unless otherwise noted.
5.3 GST will be applied to the Workers hourly rate only if they are listed as being GST registered in the Wofo platform.
5.3 For the purpose of clauses 5.1, 5.2 and 5.3 above, the percentage(s) will be as follows:
Where the booking is made by Wofo on behalf the client and where Wofo advances payment to the contractor on behalf of the client: 10%
Where the client books directly via the app and pays in advance: 5%
Late cancellation fees:
When a confirmed booking is cancelled within 6 hours of the start time of the shift, the service fees that would have been charged remains payable.
When a contractor has arrived on site and you cancel the contractor booking, the entirety of the shift will be due for payment.
Permanent placement fee:
Where the client, after contracting a Wofo worker wishes to offer said worker direct employment, either full, part time or casual. The client agrees to pay a transfer fee to Wofo of $990.00 plus GST.
Where the client, after contracting a Wofo worker wishes to offer said worker direct employment, either full, part time or casual without notifying Wofo. The client agrees to pay a transfer fee to Wofo of $1990.00 plus GST.
6.2 No refund is payable in any circumstances unless:
The relevant departure is notified by the Client to Wofo in writing within 7 days.
7.1 Subject to clause 7.3 below, Wofo shall not be liable to the Client arising out of or in connection with this Agreement or in relation to the engagement or use of the Applicant or for (i) any loss of or damage to profit, revenue, savings, data, use, contract, goodwill or business or (ii) any indirect or consequential loss or damage, in each case howsoever caused or arising.
7.2 The term "howsoever caused or arising" when used in this clause 7 shall be construed widely to cover all causes and actions giving rise to liability, including but not limited to (i) whether arising by reason of any misrepresentation (whether made prior to and/or in this Agreement), negligence, breach of statutory duty, other tort, breach of contract, restitution or otherwise and (ii) whether arising under any indemnity and (iii) whether caused by any total or partial failure or delay in supply of the services of the Worker by Wofo.
7.3 Nothing in this Agreement shall limit or exclude any party's liability for fraud or for death or personal injury caused by the negligence, or to the extent otherwise not permitted by law.
8. The Client shall indemnify and keep indemnified Wofo against any costs, claims or liabilities incurred directly or indirectly by Wofo arising out of any Engagement, including (without limitation) as a result of:
(a) any breach of this Agreement by the Client; and
(b) any breach by the Client or any associated company of the Client, or any of its or their employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity).
Entire Agreement/ Variation
9. This Agreement constitutes the entire and only legally binding agreement between the parties relating to the Engagement and replaces any previous agreements or arrangements. No variation to these terms on behalf of the Employment Agency can be made otherwise than in writing signed by a director of the Employment Agency.
10. Any failure by the Employment Agency to enforce at any particular time any one or more of the terms of this Agreement shall not be deemed a waiver of such rights or of the right to subsequently enforce the terms of this Agreement.
11. Headings contained in this Agreement are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate.
12. If any provision, clause or part-clause of this Agreement is held to be invalid, void, illegal or otherwise unenforceable by judicial body, the remaining provisions of this Agreement shall remain in full force and effect to the extent permitted by law.
13. The Employment Business shall have no liability for any delay or failure in performance of its obligations to the Client where this arises from matters outside its reasonable control.
14. The Employment Agency may charge interest on all overdue debts under this Agreement at the rate of 2% per month.
15. This Agreement shall be governed by and construed in accordance with the laws of New Zealand and the parties hereby submit to the non-exclusive jurisdiction of the New Zealand Courts.