Terms & Conditions

1. Introduction and Acceptance

By accessing, registering with, or using the InfyWorx platform (the "Platform"), you agree to be bound by these Terms and Conditions ("Terms"). InfyWorx Pty Ltd, ACN 662 524 058 ("InfyWorx", "we", "us", or "our") operates the Platform to facilitate connections between business partners, subcontractors, and service providers. These Terms apply to all partner and subcontractor users of the Platform (together, "Partners").

If you do not agree to these Terms in their entirety, you must not access or use the Platform. Your continued use of the Platform signifies your acceptance of these Terms as amended from time to time. InfyWorx reserves the right to modify these Terms at any time by posting updated terms on the Platform. Changes are effective immediately upon posting.

2. Definitions and Interpretation

In these Terms, unless the context otherwise requires:

• "Business Day" means any day other than a Saturday, Sunday, or Australian public holiday in New South Wales.
• "Confidential Information" means any non-public information disclosed by one party to the other, including business, technical, financial, and proprietary data, excluding information that is publicly available or independently developed.
• "Equipment" means all hardware, software, modems, servers, networking equipment, and ancillary services required to access and use the Platform.
• "Intellectual Property" means copyrights, patents, trade marks, service marks, trade names, designs, and similar industrial, commercial and intellectual property rights (whether registered or not and whether protected by statute or not), including formulae, recipes, know-how, and all derivatives thereof.
• "Partner" means any subcontractor, labour hire provider, service provider, or business partner using the Platform to offer services.
• "Platform" means InfyWorx's online labour marketplace platform, accessible via website and/or mobile application, including all software, services, content, and functionality provided therein.
• "Services" means the services, labour hire, subcontracting, and related offerings provided by or through the Platform.
• "Provider IP" means all intellectual property owned by InfyWorx or its licensors, including the Platform, software, designs, and technology.
• "Developed IP" means any intellectual property discovered, developed, or created as a result of, for the purposes of, or in connection with the Services, including enhancements, improvements, and modifications to Provider IP.

References to time are to local time in New South Wales, Australia. References to "dollars" or "$" are to Australian currency. The singular includes the plural and vice versa.

3. Account Registration and Eligibility

3.1 Account Creation

To use the Platform, you must create an account and provide accurate, complete, and current information including your legal name, business name, contact details, business registration details, professional qualifications, licenses, and certifications. You are responsible for maintaining the confidentiality of your login credentials and password. You must not allow any other person to access your account and must immediately notify InfyWorx of any unauthorised access or security breach.

3.2 Partner Representations

You represent and warrant that:

• You have the legal authority to enter into binding contracts.
• You are at least 18 years of age and of sound mind.
• No law, court order, or third-party agreement prevents you from using the Platform or providing the services you offer.
• All information provided is truthful, complete, and current.
• You hold all necessary business licenses, professional qualifications, certifications, and registrations required by law to provide your services.
• You are not misrepresenting your status as an employee of InfyWorx or any client.

3.3 Account Management

You are responsible for all activity conducted through your account. You must update your account information promptly if any details change. InfyWorx reserves the right to suspend, deactivate, or terminate your account if any information is found to be inaccurate, misleading, or in breach of these Terms.

4. Nature of the Platform and Independent Contractor Status

4.1 Facilitation Only

InfyWorx operates the Platform as a marketplace facilitator connecting Partners with clients and opportunities. InfyWorx is not a party to any contract between Partners and their clients. Any service agreement, including terms of engagement, rates of pay, duration, and conditions of work, is entered into directly between the Partner and the client. InfyWorx does not hire, employ, supervise, or manage Partners.

4.2 Independent Contractor Classification

All Partners engaging through the Platform do so as independent contractors or self-employed service providers. Partners are not employees of InfyWorx. As independent contractors, Partners are responsible for:

• Obtaining and maintaining all necessary business licenses, permits, professional registrations, and qualifications.
• Obtaining and maintaining appropriate public liability insurance, professional indemnity insurance, and workers compensation insurance as required by law.
• Paying their own income tax, goods and services tax (GST), superannuation contributions, and other statutory obligations.
• Complying with all applicable laws relating to independent contracting, occupational health and safety, and worker's compensation.
• Providing their own equipment, tools, and materials unless otherwise agreed directly with a client.
• Maintaining their own business infrastructure and support systems.

4.3 No Employment Relationship

Nothing in these Terms or the Platform creates an employment relationship between InfyWorx and any Partner, or between any client and any Partner (unless the parties separately agree otherwise in writing). Partners retain complete control over whether, when, and how to provide services. Neither party is required to provide ongoing work or accept any offered engagement.

4.4 Business Independence

Partners acknowledge that they:

• Operate an independent business offering services to multiple clients.
• Set their own rates and terms of engagement (subject to negotiation with individual clients).
• Control the manner and timing of service delivery.
• Provide services at their own risk and expense.
• Are solely responsible for the quality and performance of their services.

5. Use of the Platform

5.1 Permitted Uses

The Platform is provided solely for the purpose of facilitating connections between Partners and clients for lawful business transactions. You may use the Platform only for legal, legitimate commercial purposes consistent with these Terms.

5.2 Prohibited Conduct

You must not:

• Post or offer any services that are illegal, unlawful, unethical, or in violation of any applicable law or regulation.
• Harass, defame, threaten, or discriminate against any user based on protected attributes including race, colour, sex, sexual orientation, gender identity, age, disability, religion, or national origin.
• Impersonate any person or misrepresent your identity, qualifications, or authority.
• Upload, transmit, or distribute viruses, malware, trojans, or other harmful code.
• Engage in unauthorised access to, probing of, or testing of the Platform's security or vulnerability.
• Reverse engineer, decompile, disassemble, or otherwise derive the source code or underlying technology of the Platform.
• Scrape, crawl, or extract data from the Platform without written authorisation.
• Attempt to circumvent InfyWorx to avoid paying applicable fees.
• Perform load testing, denial-of-service attacks, or other acts that disrupt or impair the Platform's operation.
• Share login credentials, access codes, or other non-public features of the Platform with unauthorised third parties.
• Violate these Terms or any other agreement referenced herein.
• Misrepresent yourself as an employee or agent of InfyWorx.

5.3 Enforcement

InfyWorx may, at its sole discretion and without notice, suspend or terminate your account, restrict your access to the Platform, or take legal action against you for any breach of these Terms or applicable law.

6. Fees and Payment

6.1 Platform Access and Service Fees

InfyWorx may charge Partners for access to the Platform or for services provided. Any fees payable are specified on the Platform or in a separate fee schedule provided to you. Fees may be charged on a per-transaction, subscription, or other basis as specified.

6.2 Negotiation of Engagement Terms

Partners must negotiate all service terms, including rates of payment, payment schedules, invoicing arrangements, and project scope directly with clients. InfyWorx does not set, approve, or manage these direct arrangements between Partners and clients. All payments from clients to Partners are arranged directly between those parties.

6.3 Billing and Payment of Platform Fees

All fees payable to InfyWorx must be paid according to the terms specified on your account or in an invoice issued by InfyWorx. Invoices are due within 30 days of issue unless alternative payment terms are agreed in writing.

6.4 Third-Party Payment Processors

InfyWorx may use third-party payment processors and services. You acknowledge that InfyWorx is not responsible for any loss, damage, or error arising from the operation of third-party payment services. You agree to be bound by the terms and conditions of any third-party payment provider you choose to use.

6.5 Disputed Charges

If you believe any charge is incorrect, you must notify InfyWorx in writing no later than 60 days after the charge appears on your statement. InfyWorx will investigate and issue a credit or adjustment if the error is confirmed.

6.6 Late Payment

Unpaid invoices will accrue interest at the rate of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower, plus all reasonable collection costs. Unpaid fees may result in immediate suspension or termination of your access to the Platform.

6.7 GST and Taxes

You are responsible for all applicable goods and services tax, payroll tax, income tax, and other statutory charges. Where applicable, you must provide a valid ABN and tax invoice for any fees due.

7. Partner Responsibilities

7.1 Professional Conduct and Quality

As a Partner, you must:

• Provide honest, accurate information about your business, qualifications, licenses, experience, and capabilities.
• Perform all services diligently, professionally, and in compliance with client instructions and applicable law.
• Maintain high standards of workmanship and professionalism.
• Adhere to all lawful instructions and requirements communicated by clients.
• Communicate promptly with clients regarding engagement details, scheduling, progress, and any changes or concerns.
• Treat all individuals with respect and maintain professional conduct at all times.

7.2 Legal Compliance and Registrations

You must:

• Hold a valid Australian Business Number (ABN) or equivalent tax registration if required by law.
• Comply with all applicable laws relating to independent contracting, occupational health and safety, workers compensation, superannuation, and fair work legislation.
• Obtain and maintain all necessary professional licenses, certifications, registrations, and qualifications relevant to the services you provide.
• Comply with all industry-specific regulatory requirements.
• Not misrepresent yourself as an employee of InfyWorx or any client.

7.3 Insurance and Risk Management

You are responsible for:

• Obtaining and maintaining appropriate public liability insurance, professional indemnity insurance (if applicable), and workers compensation insurance.
• Obtaining and maintaining business interruption, equipment, and other business insurances as appropriate.
• Managing risks associated with your business and services.
• Complying with all work health and safety obligations when performing services on client premises.

7.4 Confidentiality and Privacy

You must:

• Treat all client information and business details as confidential and proprietary.
• Not disclose any confidential information obtained while performing services without written authorisation.
• Comply with all privacy and data protection laws.
• Secure all client data and intellectual property.
• Not use client information or intellectual property for any purpose other than performing the agreed services.
• Return or destroy all client information and materials upon completion of services or termination of the engagement.

7.5 Indemnification

You agree to indemnify and hold harmless InfyWorx and its officers, employees, and agents from any claims, damages, or losses arising from:

• Your breach of these Terms.
• Your breach of any engagement with a client.
• Your negligence, wilful misconduct, or unlawful conduct.
• Any injury, damage, or loss caused by your actions or services.
• Any violation of intellectual property rights, privacy, or confidentiality.

7.6 Non-Solicitation and Non-Circumvention

You agree to Non-Solicitation and Non-Circumvention:

• The Partner must not, directly or indirectly, solicit, engage, employ, contract, or otherwise enter into any arrangement outside of the Platform with any personnel, subcontractor, worker, or service provider introduced, supplied, or made available by Infyworx, for the purpose of avoiding or bypassing the Platform or any applicable fees.
• This restriction applies during the term of the Partner’s use of the Platform and for a period of twelve (12) months following the last engagement, introduction, or interaction with such personnel through the Platform.
• The Partner must not induce or attempt to induce any such personnel to terminate or alter their engagement with Infyworx in order to enter into a direct or indirect arrangement with the Partner or any related entity.
• Any injury, damage, or loss caused by your actions or services.
• If the Partner breaches this clause, Infyworx reserves the right to recover from the Partner all lost fees, damages, and any reasonable costs incurred as a result of the breach, including legal costs, and may immediately suspend or terminate the Partner’s access to the Platform.

8. Platform Policies and Conduct Standards

8.1 Truthful Information

All Partners must provide truthful, accurate, and complete information in profiles, service descriptions, proposals, and other communications. You must update your information promptly if any details change.

8.2 Account Security

You must protect your login credentials and take all reasonable steps to prevent unauthorised access to your account. You must immediately notify InfyWorx of any security breach or unauthorised use.

8.3 Respectful Conduct

All Partners must:

• Treat other users and clients with respect and professionalism.
• Not engage in harassment, discrimination, bullying, or threatening behaviour.
• Not post inflammatory, defamatory, obscene, or offensive content.
• Not attempt to exploit other users or the Platform.

8.4 Equipment and Technology

You are responsible for:

• Obtaining and maintaining all equipment and ancillary services required to access and use the Platform.
• Maintaining the security of your equipment, account, and passwords.
• Ensuring your equipment and software are compatible with the Platform.
• Complying with all cybersecurity and data protection standards.

8.5 Compliance Monitoring

Although InfyWorx has no obligation to monitor Partner activity, InfyWorx may do so and may restrict or prohibit any use of the Platform it believes violates these Terms or applicable law.

9. Intellectual Property Rights

9.1 Platform Ownership

InfyWorx owns and retains all right, title, and interest in the Platform, including all software, technology, content, designs, improvements, enhancements, and intellectual property. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose only during the term of your account.

9.2 Restrictions on Use

Except as permitted by law, you must not:

• Copy, modify, merge, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works from any part of the Platform.
• Licence, sell, rent, lease, or commercially exploit the Platform or its intellectual property.
• Remove or obscure any intellectual property notices, trademarks, or proprietary markings.
• Encumber or create any security interest in the Platform.

9.3 Partner-Generated Content

Any content you post on the Platform (including profiles, service descriptions, proposals, and communications) remains your property. However, by posting such content, you grant InfyWorx a non-exclusive, perpetual, royalty-free license to use, reproduce, modify, and distribute the content for operational and promotional purposes.

9.4 Developed IP

All intellectual property developed in connection with services provided through or related to the Platform will vest in and be owned by InfyWorx. This includes all enhancements, improvements, modifications, and derivative works related to the Platform. Partners retain no ownership interest in any Developed IP.

9.5 Aggregate Data and Analytics

InfyWorx may collect and analyse data relating to Partner activity, Platform usage, and service performance. InfyWorx will be free to use this information (during and after the term) to improve and enhance the Platform, for development and diagnostic purposes, and to disclose such data in aggregate or de-identified form in connection with its business.

9.6 Marketing and Referrals

You agree that InfyWorx may refer to you, your business name, publish your logo or trade mark, and make reference to you as a service provider using the Platform in any communications or publications for the purposes of marketing or promoting InfyWorx's business.

10. Confidentiality

10.1 Confidential Information

Each party may disclose confidential business, technical, and financial information to the other party in connection with the Platform and services. Each party (the "Receiving Party") agrees to:

• Take reasonable precautions to protect such Confidential Information.
• Not use Confidential Information except in performance of services or as otherwise permitted.
• Not divulge Confidential Information to any third party without prior written authorisation.

10.2 Exceptions

The confidentiality obligation does not apply to information that:

• Is or becomes publicly available (not through breach of this obligation).
• Was in the Receiving Party's possession prior to disclosure.
• Was rightfully disclosed by a third party without restriction.
• Was independently developed without use of the Confidential Information.
• Is required to be disclosed by law or court order.

10.3 Destruction

Upon termination of these Terms, both parties agree to promptly destroy any Confidential Information in their possession unless required by law to retain it.

11. Disclaimers and Limitations of Liability

11.1 "As Is" Service

The Platform is provided "as is" and "as available" without any warranties, guarantees, or conditions (express or implied). To the fullest extent permitted by law, InfyWorx disclaims all warranties of merchantability, fitness for a particular purpose, title, accuracy, non-infringement, and quiet enjoyment.

11.2 No Guarantees

InfyWorx does not warrant or guarantee that:

• The Platform will be uninterrupted, error-free, or virus-free.
• You will be matched with any particular client or that any engagement will be successful.
• The Platform will meet your specific requirements or expectations.
• The Platform will be compatible with your Equipment or software.
• Any third-party components or integrations will function without error.

11.3 No Endorsement or Vetting

InfyWorx does not endorse, verify, or guarantee any client, their legitimacy, creditworthiness, or intention to pay. InfyWorx performs no background checks or vetting beyond initial registration. Partners are solely responsible for assessing clients and managing payment risk.

11.4 Limitation of Liability

Subject to the Australian Consumer Law and other non-excludable legal rights, InfyWorx's total liability for any claim arising from these Terms or your use of the Platform is strictly limited to the lesser of: (a) any fees actually paid by you to InfyWorx in the 12 months preceding the claim, or (b) the cost of re-supplying the relevant services.

11.5 Exclusion of Consequential Loss

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary loss or damage, including loss of profits, revenue, business opportunity, data, goodwill, or reputational harm, even if advised of the possibility of such loss.

11.6 Non-Excludable Rights

Nothing in these Terms excludes or limits your rights under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or other non-excludable statutory rights. If any exclusion or limitation is found to be unenforceable, it will be limited to the maximum extent permitted by law.

11.7 No Agency or Employment

InfyWorx is not your agent, employer, partner, or legal representative. No agency, partnership, joint venture, or employment relationship is created by these Terms or use of the Platform.

12. Indemnification

12.1 Partner Indemnity to InfyWorx

You agree to indemnify, defend, and hold harmless InfyWorx and its officers, directors, employees, agents, and affiliates from any and all claims, damages, losses, liabilities, costs, and legal fees arising from or relating to:

• Your use of the Platform or breach of these Terms.
• Your services or performance.
• Any dispute between you and a client or other user.
• Any claim that your conduct, content, or actions violated the rights of a third party or applicable law.
• Any injury, damage, or loss caused by your negligence, wilful misconduct, or unlawful conduct.
• Any breach of confidentiality or intellectual property obligations.

12.2 Survival

This indemnity obligation survives termination of your account and these Terms.

13. Privacy and Data Protection

InfyWorx collects and uses personal information in accordance with its Privacy Policy. By using the Platform, you consent to the collection, use, and disclosure of your information as set out in the Privacy Policy. The Privacy Policy is available on the Platform and forms part of these Terms. You are responsible for protecting any client data or personal information in your possession and for complying with all privacy and data protection laws.

14. Term, Termination and Suspension

14.1 Term

These Terms commence when you create your account and continue until terminated in accordance with Section 14.3.

14.2 Automatic Renewal

Subscription-based access to the Platform (if applicable) will automatically renew at the end of each subscription period unless you provide notice of termination at least 30 days before the renewal date.

14.3 Termination by InfyWorx

InfyWorx may suspend, restrict, or terminate your account and access to the Platform at any time, with or without notice, if:

• You breach any material term of these Terms.
• You provide false or misleading information.
• Your conduct violates applicable law or is otherwise harmful.
• You fail to pay any fees when due.
• InfyWorx reasonably believes your use of the Platform is unlawful, unsafe, or harmful.
• You engage in conduct detrimental to InfyWorx or other users.

14.4 Termination by You

You may close your account at any time by notifying InfyWorx in writing. Upon termination, your right to use the Platform ceases immediately.

14.5 Effect of Termination

Upon termination or suspension:

• All accrued payment obligations remain due and payable.
• All confidentiality, indemnity, and limitation of liability obligations survive.
• InfyWorx may delete your account and associated data (subject to legal retention requirements).
• You must cease all use of the Platform immediately.
• All sections that by their nature should survive (including indemnification, confidentiality, and liability limitations) will survive.

15. Dispute Resolution

15.1 Good Faith Negotiation

If a dispute arises relating to these Terms or the Platform, the disputing party must first notify the other party in writing, clearly stating the nature of the dispute, the desired outcome, and the action required to resolve it (the "Dispute Notice").

15.2 Resolution Process

The parties must attempt to resolve the dispute in good faith through direct negotiation within 7 days of the Dispute Notice. If the dispute is not resolved within 21 days of the initial notice, either party may initiate mediation.

15.3 Mediation

If negotiation fails, the parties agree to submit the dispute to mediation before an impartial mediator appointed by the Australian Mediation Association or its nominee. Mediation will be held in New South Wales.

The parties will:

• Equally share the mediator's fees and venue costs.
• Each bear their own legal and professional costs.
• Treat all mediation communications as confidential and "without prejudice".

15.4 Conclusion of Mediation

If the dispute is not resolved within 30 days of mediation commencing, either party may terminate mediation and proceed to litigation.

15.5 Litigation

If the dispute is not resolved through mediation, either party may institute legal proceedings in the courts of New South Wales.

16. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to conflict of law principles. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and any courts that may hear appeals from those courts.

17. Amendments and Notices

17.1 Amendments to Terms

InfyWorx may amend these Terms at any time. Amendments are effective immediately upon posting to the Platform. Your continued use of the Platform signifies acceptance of the amended Terms. If you do not accept the amended Terms, you must cease using the Platform and notify InfyWorx of your intention to close your account.

17.2 Notice Procedures

All notices must be in writing and are deemed received:

• Immediately if personally delivered or electronically confirmed (email/facsimile).
• The next Business Day if sent by courier.
• Upon receipt if sent by registered or certified mail, return receipt requested.

18. General Provisions

18.1 Entire Agreement

These Terms constitute the entire agreement between you and InfyWorx relating to the Platform and supersede all prior negotiations, understandings, and agreements (oral or written). No variation is effective unless in writing and signed by both parties.

18.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, it will be severed. The remainder of these Terms will continue in full force and effect.

18.3 Waiver

No waiver of any breach of these Terms is effective unless in writing. The failure to enforce any right does not constitute a waiver of that right. A single waiver does not constitute a waiver of any subsequent breach.

18.4 Costs

In any legal proceeding to enforce these Terms, the prevailing party is entitled to recover reasonable legal costs and professional fees from the other party.

18.5 Assignment

You may not assign, transfer, or sublicense your rights under these Terms without InfyWorx's prior written consent. InfyWorx may assign its rights and obligations at any time without notice or consent.

18.6 Survival

The provisions of these Terms that by their nature should survive termination (including indemnification, confidentiality, limitation of liability, intellectual property ownership, and governing law) will survive termination or expiration of these Terms.

18.7 Independent Relationship

InfyWorx and you are independent parties. Nothing in these Terms creates a partnership, joint venture, or agency relationship. You have no authority to bind, represent, or commit InfyWorx to any person or entity.

19. Contact Information

For questions about these Terms, to report a breach, or to contact InfyWorx:

InfyWorx Pty Ltd
ACN 662 524 058
Email: hello@infyworx.com.au

By using the Platform, you acknowledge that you have read and understood these Terms and Conditions and agree to be bound by them.