INDEPENDENT CONTRACTOR AGREEMENT
Connected Kidz trading as Zeta8 Global pty ltd (the Company)
ACN: 151 060 703
Situated at 14 Ninth Ave Palm Beach QLD Australia
(Connected Kidz Coach) (referred to as ‘the Sub contractor’ and/or “You” and/or “Your”).
1. COMMENCEMENT AND WARRANTIES
1.1 This Independent Contractor Agreement (Agreement) is effective from date of signing as stated at the end of the Agreement.
1.2 The Contractor has agreed to provide Coaching services to the Company on the terms of this Agreement from the commencement date.
1.3 The Contractor must ensure that the Services are performed in a diligent and professional manner and to the standard of skill and care expected of a professional experienced in the provision of the type of Services required by the Company under this Agreement. The Contractor must continually use its best endeavors to promote the interests and welfare of the Company.
1.4 The Contractor guarantees that if there is a defect in the performance of the Services the Contractor will remedy the defect or redo the Services at no additional cost to the Company.
1.5 Where the Contractor refuses or fails to remedy a defect in performance of the Services or redo the Services within an agreed timeframe, the Contractor agrees that the Company may arrange for the performance of the necessary remedial work and recover any costs from the Contractor.
1.6 The Contractor must ensure that it, together with its employees and subcontractors hold the requisite licence(s) and qualification(s) to legally perform the Services relevant to the state in which they provide their services.
1.7 The Contractor has obtained and will continue to maintain all permits, visas and licences necessary for the lawful performance of the Services and agree to provide evidence of this to the Company upon request.
1.8 The Contractor agrees to complete any and all assessments and reporting as explicitly set out in the Coaches Training Modules.
1.9 The Contractor is prohibited from altering the structure of any Connected Kidz Program. Any requests from clients to vary or alter the Program requires direct written approval from the Company.
1.10 The Contractor agrees that it will fully abide by any relevant and related legislation applicable to Services provided in accordance with this Agreement.
1.11 The Contractor is free to engage in other business activities at any time when the Services are not required to be performed under this Agreement provided that the provision of the Services by the Contractor under this Agreement is not affected or prejudiced in any way, or may create a potential conflict of interest.
1.12 The Contractor may assign and/or subcontract any part of the Services with the prior consent of the Company. Such consent will not be unreasonably withheld.
1.13 Any consent given by the Company permitting the Contractor to subcontract or assign any portion of the Services does not relieve the Contractor of its obligations and liabilities under this Agreement.
1.14 The Contractor is liable to pay all Personnel for Services provided under this Agreement.
1.15 The Contractor must pay all payroll tax due in respect of the Personnel who provide Services under this Agreement as required.
1.16 The Contractor is liable for any and all financial activities associated with the services they provide for the Company under this agreement as required.
1.17 The Contractor must at all times declare any and all self generated leads immediately to the Company. Failure to do so may result in the coach not being paid the self generated rate for this client.
1.18 The Contractor will not receive Self Generated rates for any leads previously existing in the Company’s CRM (Kartra/GHL).
1.19 The Contractor must complete any and all Coaches Training Modules prior to the provision of the required services. This includes but is not limited to any and all Connected Kidz Assessments being passed.
1.20 The Company is not obligated to specifically source Clients for the Contractor. The Company may provide the Contractor with Clients however, the Contractor is expected to proactive in generating their own external leads outside of the Company’s CRM.
1.21 The Contractor is obligated to ensure the CRM is updated at all times of availability, number of desired clients and current clients on a monthly basis or as directed by the Company. Further, the Contractor must at all times manage and update their individual calendars, scheduling and client bookings.
1.22 The Contractor must provide a minimum of 4 weeks notice of their intention to take time off during the provision of their services to ensure seamless provision of the services to the Client. Where a Contractor is pausing for more than 2 weeks, the Company reserves the right to place the client with a new Contractor for purposes of continuity.
1.23 The Contractor must at all times keep in constant communication with the Company’s Support, Marketing and Accounting Teams within 24 hours.
1.24 The Contractor is obligated to adhere to the Companies invoicing procedures and any updates to the delivery of the services.
1.25 The Contractor agrees and acknowledges that by signing this agreement, they agree to be photographed/videod and for the images to be used by the Company for the purposes of coaches training, client progress reports and publicity material, including social media accounts, websites.
2. COMPANY OBLIGATIONS
2.1 The Company will maintain a Coaches Training Hub with up to date education and resources.
2.2 You will have access to the Companies Operations Manager and Team for ongoing help and support.
2.3 The Company is responsible for maintaining it’s website and social media pages with in-built customer support.
2.4 The Company will provide all documents necessary for the implementation of the Connected Kidz Program.
2.5 The Company will Liase with the National Disability Insurance Scheme (NDIS) on behalf of the coach in regards to payments from plan managers, also providing the coach with necessary NDIS reporting documentation as far as we understand is required from NDIS.
3. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
3.1 Confidential Information means all the information including trade secrets, Intellectual Property, marketing and business plans, client and supplier lists, computer software applications and programs; including the structure, processes and documents used, business contacts, finance, data concerning the Company or any of its related entities or any client of the Company’s, finances, operating margins, prospect’s lists, and transactions of the Company, and any materials provided to the Contractor by the Company, but does not include information in the public domain other than through a breach of an obligation of confidentiality.
3.2 The Contractor must ensure that the Confidential Information is:
(a) maintained confidential
(b) not disclosed to or used by any third party without the Company’s written consent
(c) only used for the purpose of the Company’s business and the performance of the Services
(d) not appropriated, copied, memorised, reproduced or reverse engineered for the Contractor’s or any other person's use and
(e) not removed from the Company’s place of business without the Company’s written consent.
3.3 All Confidential Information remains the exclusive property of the Company and no rights in respect of Confidential Information are granted or conveyed to the Contractor. In the event that the Contractor is legally required to disclose any Confidential Information, the Contractor must immediately notify the Company of that fact.
3.4 Intellectual Property means all present and future copyright, registered and unregistered trademarks, patents, designs or rights and any other intellectual or industrial property rights, discoveries, inventions, secret processes or improvements in procedure of any kind whether arising from statute, under common law or in equity.
3.5 The Contractor acknowledges that any Intellectual Property created during the course of this Agreement is the property of the Company. The Contractor must disclose to the Company all Intellectual Property created by it during the course of this Agreement.
3.6 The Contractor consents to any acts or omissions (both past and future) by the Company which, apart from this clause, would infringe their moral rights (as defined in the Copyright Amendment (Moral Rights) Act 2000 (Cth)) in any works made or to be made by them in the course of this Agreement.
3.7 The Contractor must, both during and after the term of this Agreement, do all necessary acts and things and sign all necessary documents as the Company reasonably requires to secure the Company’s Intellectual Property created during the course of this Agreement.
3.8 The Contractor acknowledges that if the Contractor breaches this clause, then the Company may seek injunctive relief at the Contractor’s cost in respect of the breach.
4. FEES AND INVOICES
In consideration for the proper provision of the Services, the Company will pay the Contractor as outlined in the attached document entitled “Connected Kidz Coach Payment Structure”. The terms of the payment structure are subject to change from time to time at the sole discretion of the company.
4.1 To obtain payment, the Contractor agrees to submit an itemized invoice, which complies with all relevant legislation, including but not limited to the law relating to taxation.
4.2 Invoices must be forwarded by the Contractor to the Company weekly by 10am Monday morning for the previous week worked and shall include:
(a) the title of the Services provided
(b) the Company's full name
(c) sufficient detail to allow the Company to obtain a clear understanding of the work that has been performed and to which the charges relate
(d) all things necessary to ensure that the invoice is also a tax invoice for the purposes of any relevant GST which may apply, that enables the Company to claim input tax credits and
(e) the tax invoice must include:
i. the Australian Business Number (ABN) of the entity that issues it
ii. the price of the supply (inclusive of GST)
iii. the words “tax invoice” prominently on the document
iv. the date of issue of the tax invoice
v. title of the service and
vi. the number of days for terms of payment.
4.3 On receipt of payment of the invoice from the Company, the Contractor must, if so requested, provide the Company with a written undertaking to confirm that it has paid its employees for the period to which the invoice relates.
4.4 The Company can withhold payment of any amount which it reasonably disputes and can set off from any payment to the Contractor any amount that the Contractor owes the Company under this Agreement or otherwise.
4.5 The parties agree that each party must immediately notify the other party if it ceases to be registered for GST purposes or for any other reason is unable to lawfully comply with this clause.
4.6 Failure to submit the invoice by 10am Monday morning will result in payments being deferred until the Company has received full payment from the Client.
4.7 The Contractor is prohibited from providing services to the Company’s clients where the Company’s clients are in arrears or have failed to process payments to the Company for services provided. The Company will not be liable for any services provided by the Contractor where the Company has communicated that the Company’s client is in arrears.
4.8 The Company will only compensate the Contractor for a maximum of 4 hours “non-contact time” over the course of one 16 week Program.
5. EQUIPMENT AND EXPENSES
5.1 The Contractor is expected, at its own expense, to supply any equipment necessary to perform the Services.
5.2 The Company may agree to provide the Contractor with tools and equipment required for the Contractor to carry out the Services. Any provision of tools and equipment will be taken into account when determining the Fee under this Agreement.
6. CONTRACT HOURS
6.1 The Company expects that, consistent with industry practice, the Contractor will need to adopt a flexible approach to hours of work in order to meet the requirements of the Agreement.
7. TERMINATION OF AGREEMENT
7.1 Either party may terminate this Agreement by providing 4 weeks notice in writing. (Notice Period). In instances where more then 4wks of training is required to be completed to the companies clients then the contractor is obligated to complete the full service agreement provided to the companies client.
7.2 The Company may terminate this Agreement by paying the Contractor the Fees for the amount of work it would have performed during the Notice Period.
7.3 The Company may terminate this Agreement without notice, or payment in lieu of notice in the event of a fundamental breach of this Agreement. In the event that the Company terminates this Agreement for a fundamental breach, the Contractor will:
(a) be paid any amount owing to the Contractor in respect of Services provided up to and including the date of termination
(b) not be entitled to any notice of the termination or payment in lieu of notice of termination and
(c) not be entitled to any compensation other than as specifically provided for in this Agreement.
7.4 The Company may terminate this Agreement immediately if the Contractor becomes insolvent or bankrupt within the meaning of either section 9 of the Corporations Act 2001 (Cth) or the Bankruptcy Act 1966 (Cth).
7.5 Contractor’s Continuing Liability
(a) Termination of this Agreement by the Company will not release the Contractor from liability in respect of any breach or non-performance of any obligation under this Agreement.
(b) Termination of this Agreement by either party will not release the Contractor from the Confidentiality and Intellectual Property obligations of this Agreement.
7.5 Upon termination the Company will be entitled to reimbursement of the following costs:
(c) Company Property that is not returned in good working order immediately on termination of this Agreement and
(d) any overpayment or other monetary benefits.
The Company may recover these amounts by setting-off against any amount owed to the Contractor by the Company.
8. INSURANCE
8.1 The Contractor must on request provide the Company with proof of all insurance policies required to be maintained by the Contractor.
8.2 Professional indemnity and public liability insurance
(a) The Contractor must obtain and maintain a policy of professional and public liability and indemnity insurance with an insurer with a limit of liability of no less than $(20M) for the duration of this Agreement and for a period of 12 months after the termination, however caused, of this Agreement. On reasonable request by the Company, the Contractor must liaise with the Company to ensure the insurer is approved by the Company (which approval will not be unreasonably withheld).
(b) The policy must contain the following provisions:
i. the minimum indemnity limit in aggregate for the Services as agreed between the Parties
ii. one automatic reinstatement provision and
iii. a description of the risk covered by the policy.
Worker’s compensation
Where required under law, the Contractor must obtain and maintain for the duration of this Agreement a workers’ compensation and employer’s liability insurance policy covering liability for loss, damage, claims, and all direct or indirect costs and expenses arising at common law or under workers’ compensation or employer’s liability legislation in respect of persons employed or deemed to be employed by the Contractor.
9. WARRANTIES AND INDEMNITIES
9.1 The Contractor warrants that:
(a) No conflict of interest exists which may prejudice the performance of its obligations under this Agreement and agrees to declare any conflict should it arise in the future and
(b) The Contractor has obtained and will continue to maintain all permits, visas and licenses necessary for the lawful performance of the Services and agree to provide evidence of this to the Company’s satisfaction.
9.2 The Contractor must indemnify and keep the Company indemnified at all times against any Claim whatsoever against the Company by any person arising directly or indirectly out of the provision of the Services under this Agreement or out of any breach of this Agreement by the Contractor.
10. General
10.1 The Company is required to comply with health and safety laws to maintain a safe and healthy workplace. The Contractor is required to adhere to the Company’s work health and safety policies and procedures as amended from time to time.
10.2 The Company reserves the right to exercise a duty of care and halt any unsafe work activity. The Contractor agrees to remedy any unsafe practices or work activity at their own cost, to ensure health and safety compliance, before work is resumed.
10.3 The relationship between the Contractor and the Company is that of principal and contractor. Nothing in this Agreement is to be construed as constituting the Contractor or any employee of the Contractor and the Company as partners. Nor shall this Agreement be construed as creating the relationship of employer and employee between the Contractor and the Company or between any employee or director of the Contractor and the Company.
10.4 This Agreement is governed by the law of the State, Territory or, if applicable, the Commonwealth of the Company’s location. The parties submit to the non-exclusive jurisdiction of the Courts of that jurisdiction and any court hearing appeals from those courts.
10.5 This Agreement is issued without alteration, deletion or erasure. By signing this Agreement the Contractor acknowledges that no verbal variations have been or will be made to this Agreement and any variation must be made in writing and signed by both parties to this Agreement.
SIGNED BY AUTHORISED OFFICER OF THE COMPANY
Joshua Davison (electronically signed)
PAYMENT STRUCTURE – Version 1.1 (01/07/2024)
The Coach invoices connected Kidz weekly (by 10am Monday Morning for the previous week) for hours worked. We recommend setting an alarm in your phone for Friday afternoon to ensure you send your invoices through for the week.
Here is a breakdown of your hourly rates:
The same rates apply to both NDIS & PRIVATE clients.
Connected Kidz Generated Client (CKG) $87/hr + 11.5% Super = $97
Self Generated Client (SG) $103/hr + 11.5% super = $114.84
NB- Invoices are to reflect the hourly rate in BOLD above and your super is calculated on your total invoice at 11.5%
Travel time is paid at the same hourly rate as above and agreed to in advance between the Contractor and the Client, and in accordance with the NDIS Travel Policy.
Non contact time is paid at the same hourly rate as above for a maximum of 4 hours per Program.
If a Client cancels a session with less than 24 hours notice you may invoice for the full amount. If a Client cancels with at least 24 hours notice, you will not be paid for the session.
If a Client is a no show or turns up more than 10 minutes late to a session you may invoice for the full session.
Self-generated is for any client that comes from your own business development outside of the Company where you originate the lead. Leads supplied from Connected Kidz are not counted as self-generated. For more information for what qualifies as self generated please refer to Coaches Training.
IMPORTANT: While we provide the foundational marketing materials (website/ facebook/ client education etc) we cannot guarantee a specified number of clients. It is not solely the responsibility of Connected Kidz to generate leads for the coach. As stated in the coaches responsibilities, the coach is also responsible for generating leads independent of Connected Kidz.
SUPER: The rate paid to your nominated super provider by Connected Kidz will be 11.5%. In accordance with Superannuation guarantee legislation that has been legislated by the Australian Government.