Definitions in Terms & Conditions

Introduction 

The following are our standard definitions we use, generally at the end of the Terms & Conditions. You may alter them to suit your circumstances. In each we try to limit the ones included to only those required by the particular agreement.

Their use is generally referenced throughout the Terms & Conditions by starting the word(s) with a capital.  Seek your own Legal advice from Legally Qualified Professionals.

 

AA means Accommodation Allowance.

ABN means Australian Business Number, which is a single identifying number used when dealing with other businesses and the Australian Taxation Office.

Account means the Account held at Your Financial Institution from which We are authorised to arrange for funds to be debited.

Accounting Period means the period from the date of this deed to the following end of Financial Year and then each period of 12 months anniversary in each year, or any other period that the Trustee decides.

Actual Handling Time means in the case of an:

 

• Inbound Call by a CSR or an outbound Customer callback, the time that is measured from when the call is physically answered by the CSR or Our Customer respectively until the call is physically terminated; and any additional wrap up work performed related to such call prior to becoming physically available to receive the next Inbound Call or to make the next Customer callback, and
• Automated Call, the time that is measured from when the caller enters the VRU, until such caller leaves the VRU.

Advisory Committee means a committee established under clause [xx]

Agreement means the contract comprising these terms, the Services Schedule, the Fee Schedule and Procedures and any document incorporated by reference herein.

Allowances means amounts paid by employers to employees to cover anticipated costs or compensation for conditions of employment.

Amalgamated Loan means in relation to an Income Year, the amount of the Loan or the total of the amounts of the Loans made by Us to You during that Income Year to the extent the Loan or Loans have not been repaid by the end of that Income Year.

Applicable Interest Rate means in relation to an Income Year means the benchmark interest rate for that Income Year as defined in xxxxxx.

Approved Format means the format, frequency and method of transmission of forms or information as determined by Us from time to time.

Assessable Income means gross income for tax purposes including salary and wages, dividends, interest and rent before any deductions are allowed. It also includes net capital gains, ETP and other amounts that are not ordinarily classed as income.

Assign includes sell, transfer, gift, grant or create a Security Interest in or over, let or otherwise deal with.

Assignment means a contract entered into between at least 2 parties for services on a temporary basis.

Assignment Schedule means the assignment schedule which has been provided to You by Us with this Agreement

Assignment Term means the term of the assignment as set out in item [xx] of the Assignment Schedule.

Associate has the meaning outlined in [xxxxx] as if the reference to the donor in that section were a reference to the person who under this deed is referred to in relation to the Associate.

Associated Documentation means the documentation which forms part of the Services and/or contains technical information or manuals relating to the Services.

Associated Entities means:

• All Related Bodies Corporate as defined in the [xxx] Act; and
• Other firms, trusts, partnerships, or companies who become associated with the business of the employer and the names of which You are provided with written notice at any time during Your employment.

Authorised Officer means a person appointed by a party to act as an Authorised Officer for the purposes of this agreement.

Automated Call means an Inbound Call that is delivered to an electronic voice message rather than to a CSR as the means of providing Services as described in this Agreement.

Award means the [xxxx] Award and it's successors and assigns

Bankers means the Bank with which the Partnership conducts business and if more than one, the Bank with the highest benchmark lending rate.

Banking Day means a day other than a Saturday or a Sunday or a public holiday listed throughout the Jurisdiction.

Base Fee means the gross monthly fee charged to the Client by the Manager, as set out in item [xx] of the Management Schedule.

Base Rate of Pay means the minimum annual taxable salary level, calculated on a pro rata basis, specified in Regulation [xxx] of the [xxx] Regulations relevant at the time of Your visa lodgement date or as otherwise required under a Agreement or Gazetted Notice.

Benchmark Rate means the rate prescribed in the Management Schedule

Benchmark Yield means the Enterprise Value multiplied by the Benchmark Rate divided by 4 (quartered).

Benefits means Superannuation & Pension Benefits, Fringe Benefits and Exempt Benefits but expressly excludes any entitlements or benefits payable by Us to You by law including SGC entitlements.

Billing Amount means the billing amount You will charge Us for the Goods and/or Services provided by You exclusive of GST or VAT as set out in item [xx] of the Purchase Order Schedule.

Board means Our Board of directors and includes a committee of the Board.

Borrower means You/Your

BS means Business Sponsorship.

Business Critical means unable to perform core business functions.

Business Day means a day other than:

• Saturday, Sunday, public holiday and
• Any other day which We declare is not a business day.

Business means the business conducted by Us and any of Our Related Bodies Corporate

Candidate means the applicant for a position.

Capital Account means the accounts of each of the Partners, maintained in accordance with clause [xx].

Capital Contribution means the amount set out in Item [xx] of the Schedule.

Capital Expenditure Limit means the amount set out at item [xx] of the Management Schedule.

Capital Gains Tax means a tax on the profit obtained when selling an asset.

Cessation Date means the last date on which the Manager provides the Services, to the Client in respect of an Enterprise whether by sale of the Enterprise, termination of this agreement or for any other reason.

Classification means Your classification under Your relevant Award.

Client means a client (including those persons who are in the process of becoming a client) of Ours or any Associated Entity for which You had direct contact or dealings or knowledge with within twelve months prior to the cessation of Your appointment with Us.

Closing Date shall mean the last day of the closing term or such other date during the closing term selected by Purchaser.

COLA means Cost of Living Allowance.

Commencement Date means the date specified in Item [xx] of the Schedule.

Company means a separate legal entity that is taxable on its net taxable income.

For tax law purposes, a company includes:

• a body corporate, or
• any other unincorporated association or body of persons

but does not include a partnership or a non-entity joint venture.

Concept Enhancements means further ideas or enhancements to a concept proposal.

Confidential Information means any oral or written information, (including without limitation, computer programs, code, macros or instructions) which is made available to Us, Our Utilities or one of its representatives, regardless of the manner in which such information is furnished. Confidential Information also includes the following:

• All Information regarding the Administrative Services, including, but not limited to, price, costs, methods of operation and software, shall be maintained in confidence.
• Systems used to perform the Administrative Services provided hereunder are confidential and proprietary to Us, Our Utilities or third parties. Parties shall treat these systems and all related procedures and documentation as confidential and proprietary to Us, the Utilities or its third party vendors.
• All systems, procedures and related materials provided to either Party are for its internal use only and only as related to the Administrative Services or any of the underlying systems used to provide the Administrative Services.
• It does not include, notwithstanding anything in this Agreement to the contrary, any information which: (i) at the time of disclosure is generally available to and known by the public (other than as a result of an unpermitted disclosure made directly or indirectly by a Party), (ii) was available to a Party on a non-confidential basis from another source (provided that such source is not or was not bound by a confidentiality agreement with a Party or had any other duty of confidentiality to a Party), or (iii) has been independently acquired or developed without violating any of the obligations under this Agreement.

Constituent Loan means the amount of any Loan made during an Income Year that forms part of the Amalgamated Loan for that Income Year.

Constitution means Our constitution.

Consultancy Service Charges includes time cost for coordination, interviews, knowledge transfer .

Contact means a support incident, defined as a single in-coming support request via Voice Contact, fax or written or E-mail Contact regarding any Product or Service.

Continuing Partner means a Partner except for the Retiring Partner.

Contract Workers means independent contractors or contract workers who generally provide for their own income tax liability by paying PAYG installments.

Corporations Act means the Corporations Act as amended from time to time, including the Corporations Regulations.

Costs means those costs specified in [xxxx] Regulations [xxxxx] as amended from time to time, including: Our recruitment costs and migration agent fees; Your final travel costs from the Jurisdiction; Your Public Health costs and Licences where You are the Primary Visa Holder.

CPI Increase means the proportion by which the Consumer Price Index (All Groups) for [xxxx] (CPI) published quarterly by the [xxxxxxxx] for the end of the most recently completed Quarter increases over the CPI for the end of the Quarter in which the last Fees adjustment occurred. Where the CPI is discontinued or cannot be determined, then the CPI increase shall be an increase of 1% per Quarter.

CSR means Customer Service Representative.

Current Account means the accounts of each of the Partners, maintained in accordance with clause [xx].

Customer means the person or entity listed in Item [xx]

Debit Day means the day that payment by You to Us is due.

Debit Payment means a particular transaction where a debit is made.

Debt includes liability, however incurred.

Deductions means the money You spend to enable You to earn income which are allowable deductions such as stationery, equipment, rent, electricity, telephone and tools.

Default Interest Rate means the Interest Rate as set out in item [xx] of the Loan Schedule

Default Package means the package that consists of only gross taxable salary, plus [xx]% SGC (subject to certain exemptions in legislation).

Delivery Dates means the dates as set out in item [xx] of the Purchase Order Schedule.

Dependants means people who need Your financial support and who You look after such as children.

Direct Debit Request means the Direct Debit Request between You and Us.

Direct Employer means any legal entity that:

• either directly or indirectly through an agency or end user provides:
  • a work place
  • materials and equipment
  • day to day supervision
  • an allocation of tasks to be completed
• has entered into, and maintains, an employment contract with an employee
• at all times during sponsorship has the industrial liability which may include WH&S, termination of employment, insurances for workers compensation, public liability and professional indemnity
• at all times during sponsorship has obligations for PAYG tax and superannuation guarantee contributions
• may be required to make good any defective performance of its employees
• acknowledges to [xxx] that it accepts that it has the employer responsibilities of a sponsor

Disbursement Funds means the funds We require to pay or to settle Your obligations to third parties including Your Nominated Employees, in order to perform the Services.

Disclosed Interest means a current interest of a party to this agreement that is described in the Disclosed Interest Schedule or a subsequent interest that is disclosed to and approved by all parties in writing .

Document includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

Donor means the donor of a gift to the Trust.

EBITDA means earnings before interest, tax, depreciation and amortisation calculated according to generally accepted Australian accounting principles.

EC means Employee Contributions

Effective Date when used in connection with the retirement or expulsion of a Partner means the date upon which the retirement or expulsion of that Partner takes effect or is deemed in accordance with the provisions of this Agreement to take effect.

EFT means electronic funds transfer between banks.

Eligible Charity means a fund, authority or institution:

• which is charitable at law; and
• gifts to which are deductible under item [xx] of the table in section [xxxx].

Email Contact means electronic correspondence.

Employee means a person who is working for Us as a Permanent or Casual or Temporary on a full, part-time or fixed term basis.

Employer means an individual or entity that pays people salary or wages.

Employment Agency means an employment agency that has referred contractors to Us or any Associated Entity during Your appointment with Us, and with which You have come into direct contact or dealt with in the course of Your appointment with Us.

End Date means the date referred to in item [xx] of the Margin Schedule.

End User means an organization that utilizes the services of employees either directly from a direct employer or through an agency.

Enterprise means the Enterprise(s) set out at item 6 of the Management Schedule.

Entity means an individual, (e.g., a sole trader), a body corporate (a company), a corporation sole (an ongoing paid office, e.g., a bishopric), a body politic, a partnership, an unincorporated association or body of persons, a trust, or a superannuation fund.

Equipment List means the list of equipment, furniture and software provided by the Staff Member at item [xx] of the Schedule.

Equipment means items listed in Schedule [x]

Event of Default means any payment of principal and/or interest that is not made within thirty (30) days of the due date.

Excluded Information means information including Confidential Information which is in or becomes part of the public domain other than due to disclosure by the Recipient; or was already known by the Recipient prior to the disclosure by the supplier of the Confidential Information; or it is provided in accordance with the law by another source

Excluded Liability means a liability in respect of which We cannot lawfully pay the premium under an insurance policy and includes a liability the subject of a prohibition under the Act.

Execution Date shall mean the day upon which the last party to this Agreement shall duly execute this Agreement.

Expenditure means those items to be paid by the Client or reimbursed to the Manager as set out at item [xx] of the Schedule.

Factoring Election means that You agree to accept the assignment of the debt subject of the Client Invoice by Us to You in accordance with Part [x] – Invoice Factoring Arrangement.

Fatal means total system inoperability.

FBT means Fringe Benefits Tax being the tax payable on a non-salary benefit provided to an employee.

Fee Adjustment Notice means 30 days'notice in writing to You from Us sent at Our discretion to adjust Our Fees to You, as at the nominated fee adjustment date.

Fee Schedule means those Fees listed on Our website adjusted in accordance with Part [xx].

Fees means those fees as listed at item [xx] of the Schedule adjusted in accordance with Clause [xx] or [xx] and where there is no Services Schedule or where the Service and its corresponding fees are not listed on the Schedule, then those fees as detailed on the Website.

Financial Indebtedness means any debt or other monetary liability (whether actual or contingent) in respect of moneys borrowed or raised or any financial accommodation whatever.

Financial Period means an accounting reference period of the Business for the purposes of the Legislation in the Jurisdiction.

Financial Year means each period of 12 consecutive calendar months ending on [xxx] in each year during the term of the Partnership and includes:

• the period commencing on the date of this Agreement and terminating on the [xxx] occurring next; and
• the period commencing on the last [xxx] before the date of termination of the Partnership and terminating on the date of termination of the Partnership.

Force Majeure Event includes but is not limited to Acts of God, war, imposition of sanctions, embargo, terrorist attack, nuclear, chemical or biological contamination, fire, explosion or accidental damage, extreme weather conditions, collapse of building structures, failure of plant machinery, machinery, computers or vehicles, any labour dispute, non-performance by suppliers or subcontractors and interruption or failure of utility service, including but not limited to electric power, gas or water.

Force Majeure means any event, including, but not limited to, wars or natural disasters, that is unforeseeable, the occurrence and effect of which is unavoidable and insurmountable.

Frequency of Rate means the frequency of the Billing Rate as set out in item [xx] of the Assignment Schedule on a monthly, fortnightly, weekly, daily or hourly basis.

Fringe Benefits means benefits received by employees from their employer in place of salary or wages such as the use of a car for private purposes.

Full Time Employment means an employee being paid at all times during the period commencing with the start date and ending with the termination of employment.

Geographical Area means the metropolitan area of the cities in which You are or were engaged or working for Us or the End Users or wherever Us or the End Users are or were located.

Gift Fund means a fund:

• to which gifts of money or property for that purpose are to be made.
• to which any money received by the Trust because of those gifts is to be credited; and
• that does not receive any other money or property.

Goods and/or Services means the goods and/or services as specified at item [xx] of the Purchase Order Schedule.

Gross Income means the total income before business and tax deductions are accounted for.

Gross Salary means the amount of money paid by an employer to an employee before PAYG tax is deducted.

Gross Tax means the tax on taxable income before tax offsets are taken into account.

GST Act means the [xxxxxx] and related legislation and unless expressed to the contrary, adjustment event, consideration, GST, inout tax credit, supply, tax invoice and taxable supply each has the meaning which they are defined to have in the GST Act.

GST Group has the meaning given to it in [xxxx].

GST has the meaning it has in the [xxxxxxxx].

Guarantors means those of Your director(s) or other associates listed at item [xx] of Schedule [xx].

GUTV means Grossed Up Taxable Value for FBT purposes.

Health Care or Auxiliary Services means the service provided or performed to maintain and improve the health of any person or animal.

HGA means Household Goods Allowance.

Holder means the Payee and any subsequent holder of any interest in the Note.

Home Based Work Site means the address and contacts at item [xx] of the Schedule.

Impaired means partial system inoperability.

Inbound Call means a call that has physically arrived to Your IVR or similar system by way of Our IVR or other mechanism for the purpose of providing Services as described in this Agreement.

Income means the amount of money earned from personal exertion and investments.

Income Tax Law means the [xxxxxxx] and related legislation and includes any regulations made under those Acts from time to time.

Income Tax Return means a form containing a taxable person or entity's income tax details which taxpayers or their legal representatives must complete and lodge.

Income Year means a financial year commencing on [xxx] and ending on the next [xxx] unless We are not in existence for the whole of a financial year and in that event the Income Year shall be the period of the financial year for which We were in existence.

Industrial Instrument means an instrument made under or given effect by or recognised under a law of [xxxxx] or the State or Territory that regulates workplace relations and prescribes terms and conditions of employment between employers and employees including, but not limited to, an award or agreement made under or given effect by or recognised under the [xxxx] or a State or Territory law that regulates the relationship between employers and employees.

Information and Documentation means all forms or documents, whether written or issued electronically, generated by Us to give effect to the Remuneration Packaging.

Information includes, land details, investor details, financial models, business plans and property valuations.

Input Material means all Documents, information and materials provided by the Client relating to the Services, including computer programs, data, reports and specifications.

Input Tax Credit has the meaning given to it in the GST Act.

Insolvent means insolvent under administration or insolvent (each as defined in the [xxxx] or is unable to pay its debts when they fall due.

Intellectual Property means the business names, characteristics, copyrights, designs, drawings, logos, notes, patents, processes, slogans, software including object code and source code, specifications, trademarks, trade secrets and other products created, records and data used in or associated with Our business and whether existing at the date of this agreement or brought into existence subsequent to this Agreement and in any form whether paper or electronic or other. This includes opportunities that may arise from contact with Our clients. Development of business or ideas from Our activity or activity from contractors paid by Us shall be deemed to be Our Intellectual Property

Intellectual Property Rights includes all rights in relation to patents, copyright, registered designs, registered and unregistered trade marks, trade secrets, know-how and confidential information, all other intellectual property as defined in article [xx] of the Convention establishing the World Intellectual Property Organisation of July 1967 including without limitation moral rights, and any right to register those rights, whether created before or after the date of this agreement, whether existing in Australia or any other country, and in all cases for the duration of those rights.

Invitation means Invitation to Participate in the Discretionary Employee Bonus Plan provided to employees from time to time during the Specified Period.

Invoice Frequency means the frequency at which We will invoice You as set out in item [xx] of the Assignment Schedule on a monthly, fortnightly or weekly basis.

Invoice means a document notifying an obligation to make a payment and includes within its scope an RCTI where both Parties are registered for GST.

IVR means Interactive Voice Response Unit.

Jurisdiction means the State, Province and failing that the Country of the Principal Place of Business.

Key Performance Indicators means those minimum performance levels required to be achieved before the payment of a Bonus can be awarded as outlined in this Plan and the Invitation.

Labour Agreement means a labour agreement currently in force between Us and [xxx] regulating the remuneration and terms and conditions under which Sponsored employees are employed.

LAFHA means Living Away from Home Allowance.

LAFHB means the living away from home benefit.

Laws shall mean any law, statute, rule, regulation or ordinance.

Lease Rental and Stamp Duty means the amounts specified in Item [xx] of the Schedule

Lender means We/Us/Our

Lessee means the party listed in Item [xx] of the Schedule

Lessor means the part listed in Item [xx] of the Schedule

Licence means a licence, registration or membership that You are required to hold in order for You to perform the work You are to perform in the Workplace.

Loan means any amount lent by Us to You on or after the Start Date and includes: (q) any advance of money to You on or after that date; (r) the provision of credit or any other form of financial accommodation to You on or after that date; and (s) any amount paid on or after that date for, on account of, on behalf of or at the request of, You where You are subject to an obligation to repay the amount.

Loan Schedule means the schedule which has been provided to You by Us with this Agreement

Location means the location specified in Item [insert] of the Schedule.

Major Donor means, at a particular time, a Donor who has made gifts totalling more than $10,000 to the Trust since the date of this deed.

Management Fee means a fee for Our Services set out in item [xx] of the Services Schedule.

Manager means any Position Description that has the word manager or Director in its title, as well as Position Descriptions that those managers report to.

Manager's Commission Rate means the rate specified as such in the Management Schedule and to be applied to calculate the Performance Fee (value based)

Manager's Earnings Share means the rate specified as such in the Management Schedule and to be applied to calculate the Performance Fee (earnings based)

Managing Agent means the entity specified at Item [xx] of the Schedule or any replacement agent appointed by the Partners pursuant to this Agreement.

Managing Partner(s) means such Partner(s) that is appointed by the Partners to manage the affairs of the Partnership from time to time and who is initially the partner(s) specified in Item [xx] of the Schedule.

Margin means the margin rate referred to in item [xx] of the Margin Schedule .

Margin Payment Method means the method of payment referred to in item [xx] of the Margin Schedule.

Margin Schedule means, in respect of a Nominated Person a completed margin schedule as provided by Us to You setting out Your share of the rate payable by Our client in respect of the services of the Nominated Person.

Marginal Tax Rates means the rate of tax applicable to the income range which the person's taxable income is in.

Maximum Billing Amount means the maximum total billing amount You will charge Us for the Goods and/or Services provided by You exclusive of GST on each invoice as set out in item [xx] of the Purchase Order Schedule.

Maximum Hold Time means time measured from the time an Inbound Call is placed in a call group queue, prior to being physically delivered and answered by a CSR or a VRU.

 

Member has the meaning given to it in the [xxx] Act.

Minimum Frequency means eight (8) hours each day for a period of five (5) working days each week.

Minimum Salary Level means that which is specified from time to time for the purposes of Regulation [xx] of the [xxx].

Moral Right means:

• a right of attribution of authorship; or
• a right not to have authorship falsely attributed; or
• a right of integrity of authorship; or
• a right of a similar nature;

which is conferred by statute, and which exists or comes to exist anywhere in the world in a deliverable form comprised within this Agreement.

MOU means Memorandum of Understanding

National Employment Standards are a set of legislative minimum employee entitlements contained in the [xxxx].

NES means National Employment Standards.

Net Profit Before Tax means the net profits of a revenue nature of the Business as shown in or ascertained from the Profit and Loss Accounts according to generally accepted accounting principals and practices:

• excluding bonuses, commissions or any other form of incentive based payments paid to employees or contractors of the Business where those employees or contractors are not on-hired to clients of the Business;
• but before deducting corporate tax or any other tax which may be imposed on or by reference to profits: and
• excluding the credit of the amount of any dividends or interests received or receivable by the Business;

Net Value shall exclude GST, refunds and payments not honored by a financial institution

Nominated Employees means those persons invited in writing by the Business to participate in the Plan.

Nominated Person means the person provided by You to Our Client to perform or provide the Services as set out in item [xx] of the Schedule.

Nominated Staff means those persons invited in writing by the Business to participate in the Plan.

Nominee means a party nominated to replace another party, that is acceptable to all other parties (such approval not to be unreasonably withheld) provided however that the nominating party guarantees the performance of the Nominee.

Non-Business Critical means able to perform limited core business functions.

Note means this Promissory Note.

Notice of Assessment means the notice that is sent to You on receipt of Your tax return advising You of the tax You owe or of Your refund entitlement.

Notice of Rejection means a written notice of rejection from the Client to the Manager within 7 days'receipt by the client of a Fee Adjustment Notice under clause [xx].

Offer Price means the price at which a Partner's Relevant Interest in the Partnership is offered for sale by that Partner.

On Costs include payroll tax, public liability insurance, professional indemnity insurance and workers compensation insurance incurred in respect to the Nominated Person.

Option Exercise Date shall mean that date, within the Option Term, upon which the Purchaser shall send its written notice to Seller exercising its Option to Purchase.

Option Fee shall mean the total sum of the Deposit plus all closing costs, payable as set forth below.

Option Term shall mean that period of time commencing on the Execution Date and ending on or before the Closing Date.

Our Services means the services set out in item [xx] of the Schedule.

Our State means the State in the [xxxx] in which We were incorporated or registered.

Outgoing Partner means a Partner who retires or is expelled or is deemed to have retired from the Partnership in accordance with this Agreement.

Package means the Components that You elect and We agree to pay You.

Packaging Fees means those fees agreed by the Nominated Employees to be salary sacrificed from their Total Remuneration Packages unless stated otherwise at item [xx] of the Schedule.

Parties means We/Us/Our and You/Your

Partners means collectively all the parties to this Agreement who are described above as Partners plus additional persons who are, after the formation of the Partnership, admitted as Partners according to the provisions of this Agreement but excludes any persons who cease to be Partners according to the provisions of this Agreement from the time they so cease to be.

Partnership Capital means the capital of the Partnership. This shall include the capital of the Partnership contributed in accordance with the amounts or property specified in Item [xx] of the Schedule and shall include such further capital as may be contributed to the Partnership from time to time.

Partnership means the Partnership, the terms and conditions of which are recorded in this Agreement.

Partnership Name means the name specified in Item [xx] of the Schedule or such other name as the Partners may from time to time determine and shall comply with the requirements of the [xxxx].

Partnership Property means all the present and future assets and undertaking of the Partnership.

Partnership Share means the undivided right title and interest of each Partner expressed as a percentage in and to the Partnership Property as stated at Item [xx] of the Schedule and as may be adjusted by the Partners by agreement in writing from time to time.

Party and Parties means We/Us/Our and You/Your.

Pay Cycle means the interval at which Your Nominated Employees are paid by You.

Pay Date means the day the Nominated Employee is to be paid their salary for a particular Pay Cycle

Pay Period means the interval, (e.g., monthly or weekly) at which an Employee is paid by Us.

PAYG means pay-as-you-go tax withheld by Us and passed on by Us to the [xxx].

PAYG Payment Summary means the statement received at the end of the financial year from Your employer showing Your earnings during the year.

Payment Frequency means the frequency at which You will pay Us as set out in item [xx] of the Loan Schedule on a Yearly, monthly, fortnightly or weekly basis.

Payment Method means the method by which You will make repayments as set out in item [xx] of the Loan Schedule. Unless otherwise specified, it will be by electronic funds transfer unless You have authorized a direct debit.

Payment Term means the term for payment by Us from the date of receipt by Us of Your Tax Invoices as set out in item [xx] of the Purchase Order Schedule. It will be thirty (30) days unless otherwise agreed by Us in writing. Where the last day(s) of the Payment Term falls on a weekend or a public holiday in the State or Territory in which the Goods and/or Services are being provided then the term will be lengthened so that the last day of the Payment Term falls on the most recent Business Day following.

Payroll means the amount of money an employer pays in wages to their employees.

Payroll Tax Declaration means that You declare that You are liable for payroll tax and will pay the payroll tax liability that arises out of on-hiring the Nominated Person (as service provider) to Your client.

Performance Fee (Earnings-based) means the amount due to the Manager and calculated in accordance with clause [xx].

Permanent Tax Resident means someone who has met the tax residency requirements of the [xxxx] Act.

Person includes an individual, association, body corporate, joint venture, trustee or trustees of a trust, or co-operative.

Personal Services Income (PSI) means a reward for, or the result of, your personal efforts or skills which can affect tax obligations for independent contractors.

Plan means the discretionary bonus plan available to specific Nominated Staff for the Specified Period of time

Plan Participant means those Nominated Employees that accept the Invitation in the approved method within seven days of the Invitation being made.

Policies and Procedures means the document(s) as implemented and/or amended from time to time that set out matters related to Your employment including the detail of how certain benefits in Your Remuneration Package or other matters are structured and administered.

Policies means a statement or set of statements whose purpose is to guide us. And that describe a course of action designed to achieve a particular objective.

Position Description means the details and responsibilities for the position that corresponds to Your Position Title.

Position means any activity undertaken by You as a Volunteer

Position Title means the position title specified at item [xx] of the Schedule.

Position Type means the Position Type specified in the Schedule.

Prescribed Interest Rate means the Benchmark Lending Rate from time to time of the Bankers for unsecured loans of an amount equivalent to the amount in respect of which the interest calculation is to be made.

Primary Visa Holder means a Sponsored employee in his or her capacity as a visa holder and where they are not, a Secondary Visa Holder.

Principal Purpose of the Trust means the purpose outlined in Clause [xx].

Probationary Notice Period means the period during the Probationary Period during which either party may terminate this Agreement by giving a minimum of one week's notice for permanent employees and one day's notice for casual employees, or We can pay in lieu of such notice.

Procedures means the formalised steps in a process as determined by Our management in order to achieve a policy. This includes determining an acceptable sequence of steps, actions and methods to accomplish a defined task in an efficient and effective manner.

Profit and Loss Accounts means the profit and loss accounts of the Business for a Financial Period submitted to the [xxxxx] (in accordance with the general accepted accounting principles and practices).

Project Agreement(s) means any collateral agreement referred to in clause [xx] and entered into between the Parties or one of them and a person or entity related to the other, for the purposes of performance of the Services.

Project Team means members of Your staff or any other persons appointed to provide the Services under a specific Project Agreement.

Providing Party means the Party providing the Administrative Services.

Purchase Order Schedule means the purchase order schedule, which has been provided to You by Us with this Agreement.

Purchaser means the company described in item [xx] of the Schedule.

Purpose means for the provision of services by the Applicant to the Company or any one of the members of the Company on behalf of the Consultant.

Quarter means the 3-month periods ending on 31^st March, 30^th June, 30^th September and 31^st December in each year or part thereof during the term of this Agreement.

Rate Increase means the percentage as set out in item [x] of the Assignment Schedule.

RCTI means Recipient Created Tax Invoice and has the meaning given to it in the GST Act.

Recipient Created Tax Invoice has the meaning given to it in the GST Act.

Recipient means the receiving party.

Records means such books and records as are necessary to support the charges for Administrative Services, in sufficient detail as may be necessary to enable the Parties to satisfy applicable regulatory requirements.

References to a party include that party's successors, legal personal representatives, nominees, administrators, substitutes (including, but not limited to, people taking by novation) and permitted assigns. References to any statute include that statute as amended or substituted from time to time and any regulations made pursuant to that statute.

Reimbursement means amounts received by an employee from their employer for actual expenses incurred. This does not include reimbursements of car expenses calculated on a cents per kilometre basis, which remain assessable income of the employee.

Related Body Corporate has the meaning it has in the [xxxx] Act.

Related Entity has the meaning set out in [xxxx] Act as though that definition applied in relation to a person as well as a body corporate.

Relevant Interest means the interest in the Partnership proposed to be disposed of.

Remaining Partners means when used in respect of the retirement or expulsion of a Partner those of the Partners other than the Partner who is retiring or being expelled from the Partnership.

Remuneration means the agreed total rate to be paid by Us to You either on an annual, monthly, fortnightly, weekly, daily or hourly basis, in return for Your provision of services to Us, either under a contract of employment or engagement.

Remuneration Package means the components of a Nominated Person's or Nominated Employee's remuneration. Those components may consist of taxable salary, superannuation and a LAFHB and other benefits, which are outlined in Our Policies, Procedures and Remuneration Package Terms & Conditions (as implemented and/or amended from time to time) and as advised in Your payment advice.

Remuneration Package Schedule means, in respect of a person a schedule setting out the Components elected by You.

Remuneration Packaging Account means the account set aside by Us to record: • as credits, the amount transferred from Your Total Cost of Employment/Engagement to be packaged, GST credits claimed and retained by Us, and Your contributions to reduce the taxable value for FBT; as debits, the payments made in respect of the package and payments to Your novated lease financier to cover Your monthly lease commitment which usually includes the operating expenses.

Reportable Fringe Benefits Amount means the amount reported on the employee's PAYG Payment Summary that will not be included in an employee's taxable or assessable income. However, the reportable fringe benefits amount will be used to work out an employee's:

• eligibility to claim superannuation rebates and deductions
• liability for the superannuation surcharge, termination payments surcharge and Medicare levy surcharge
• entitlements to certain income-tested government benefits
• child support obligations, and
• HECS repayments.

Reporting Frequency means the frequency set out in item [xx] of the Schedule.

Representative Member has the meaning given to it in the GST Act.

Representative of a party includes an employee, agent, officer, director, auditor, advisor, partner, consultant, joint venturer, contractor or sub-contractor of that party or of a Related Entity of that party.

Required Information means all necessary declaration forms, receipts and supporting documentation and information reasonably required of You by Us or required to be provided for the purposes of the Tax Acts in respect of any Components provided to You under this agreement.

Resolve or Resolution means a decision by a majority of Partners holding more than 50% of the Partnership Capital which may be decided in a meeting with the other Partners or in their own right.

Resources means Products and Services related materials, including, but not limited to, a copy of software, documentation, licenses, knowledgebase, escalation process, hardware and support technicians, as reasonably necessary for You to provide Services for the Products and Services.

Responsible Person means an individual who:

• performs a significant public function;
• is a member of a professional body having a code of ethics or rules of conduct;
• is officially charged with spiritual functions by a religious institution;
• is a director of a company whose shares are listed on the Australian Stock Exchange;
• has received formal recognition from government for services to the community; or
• is approved as a Responsible Person by the Commissioner, and who, unless the Commissioner otherwise agrees, is not:
  • the Founder or a Donor;
  • an employee of the Founder, the Trustee or a Major Donor;
  • an Associate of the Founder, the Trustee or of a Major Donor or of the directors or members of the board or other controlling committee of the Trustee other than:
  • in a professional capacity;
  • as a member of the board or other controlling committee of the Trustee; or
  • as a member of the Trustee.

Restraint Period means the period commencing from the termination of this agreement and expiring on lesser of 12 months and the term equivalent to the term of this agreement.

Restricted Business means a business that includes outsourced services of any such type which may include but is not limited to the following:, the giving of advice; the preparation of documentation; accounting and bookkeeping; salary packaging administration or advice; outsourced payroll services; job search facilities; recruitment consultancy;, sponsorship facilities of skilled workers; or any other primary business conducted by Us or the Associated Entities.

Restricted Period means the greater of the periods that is found reasonable of:

• 12 months;
• 6 months; or
• 3 months from the cessation of employment.

Retiring Partner means:

• in the case of a Partner who is a natural person, a Partner who retires, is expelled from the Partnership, dies or is bankrupt; or
• in the case of a Partner which is a company, a Partner which retires, is expelled from the Partnership or, has gone into liquidation or in respect of which an order has been made, an effective resolution passed or a valid petition presented for its winding up.

Revenue means monies received by Us from the Client.

Salary means salary as defined in the Income Tax Assessment Act.

Salary Packaging Account means the account set aside by Us to administer the Employee's benefits. The account will record:

• as credits, the amount transferred from the Employee's Total Cost of Employment to Us by the employee to be packaged, GST input tax credits arising from the Employee's packaged expenses, the amount of the recipient's contribution/recipient's payment made by the Employee when necessary and transferred to us.
• as debits, the payments made for the Employees'benefits, including payments to the Employee's novated lease financier for their lease commitments, operating expenses and employee contributions to reduce the taxable value for FBT.

Salary Packaging or Salary Packaged means the arrangement, which allows salary for employees or payments to contractors, to be taken as benefits before tax.

Salary Sacrifice means where an employee sacrifices gross taxable salary from their remuneration package and diverts it to another benefit.

Salary Sacrifice Superannuation means the additional percentage of taxable salary elected by You to contribute to a complying superannuation fund in addition to Your standard superannuation contributions under SGC.

Schedule means the document to which these Terms & Conditions are attached to, provided by Us to You, specifying the terms and conditions of Your employment.

Scholarship means financial contribution by Us to a scholarship, bursary or award administered by an organisation which is acceptable to the [xxx] and which is targeted at [xxx] residents completing courses appropriate to employment in [xx] occupations.

Seat includes IPLC, Internet bandwidth, electricity, space rentals and common amenities

Secondary Visa Holder means the member of the family unit or interdependent partner or dependant child of the interdependent partner, as defined in the Migration Legislation, of the Primary Visa Holder.

Security Interest means a mortgage, charge, lien, pledge, hypothecation, assignment or trust of, over or in respect of an asset or any other right by way of security (including, without limitation, under any agency, hire purchase, title retention, sale and repurchase or flawed asset arrangement) of a creditor to have its claims satisfied prior to other creditors with or from the proceeds of any asset or any encumbrance and includes any agreement, arrangement or document conferring such a right.

Self Assessment means where the [xxx] issues a notice of assessment based on the information provided in Your income tax return.

Seller means any Partner proposing to dispose of any of their shares.

Separate Debt means each debt of a Partner that is not related to the Partnership.

Serious Misconduct has the meaning it has in the [xxx] Regulations .

Services means the services to be provided by the Manager under this Agreement as set out in the Services Schedule, together with any other services which the Manager provides or agrees to provide to the Client.

Services Schedule means the document(s) of that name which has been provided to You by Us with or for incorporation into this Agreement.

Settled Sum means $100.

Shareholding Party means those Parties so described in the Shareholder Deed of Agreement Schedule or any other party that becomes a shareholder in one of the Companies.

Shares means the shares, options, rights or other choses in action (if any) on issue or to be issued by either of the Companies.

Special Resolution means the approval of Partners who hold at least 75% of the Partnership Capital and who together comprise at least 75% of the Partners in number, except where the Special Resolution pertains to the expulsion of a Partner in which case the affected Partner shall be excluded from voting calculations.

Specified Income means income of the Trust other than donations, gifts, government grants, and other voluntary transfers of property to the Trust.

Specified Period means the period of time between the Start Date and End Date specified on the Invitation. Where the End Date is not in the same Financial Period as the Start Date then the End Date will automatically revert to the [xxx] in the same Financial Period as the Start Date; and

Sponsor means the direct employer who is the sponsor of an employee.

Sponsor, Sponsored or Sponsorship means approval (including a renewal of an approval) under the [xxx] Act and the accompanying regulations (as amended from time to time) to sponsor the Nominated Person to Australia.

Standard Hours means eight hours per day, five days per week.

Start Date means the start date as set out in item [xx] of the Services Schedule or such time as You commence using the Services.

State or Territory means a State or Territory of the [xxxxx].

Structured Training means all training activities which have a specified content or predetermined plan designed to develop employment related skills and competencies. It includes, without limitation, instruction or a combination of instruction and monitored and assessed practical work such as: workshops, lectures, tutorials and seminars; computer assisted training; training by correspondence and monitored self-paced training.

Superannuation Fund means a fund which invests member's funds to provide for their retirement.

Superannuation means a system and government requirement for money to be contributed to a fund to provide for a person's retirement.

Supplier means the person or entity listed in Item [xx].

Supply has the meaning given to it in the GST Act.

Tax Acts means the [xxxxxxx].

 

Tax Free Threshold means the amount of a person's taxable income up to which income tax is not paid if the employee is an [xxx] resident for taxation purposes.

Tax Invoice means a document generally issued by the supplier. It shows the price of a supply, indicating whether it includes GST, and may show the amount of GST. It must show other information, including the [xxx] of the supplier. You must have a tax invoice before You can claim an input tax credit on Your activity statement (except for small amounts).

Tax Payable means the amount of income tax required to be paid.

Tax Payer means a person or entity that is liable to pay tax.

Taxable Income means gross income minus business deductions.

Term means the period commencing on the date of this agreement.

Term of a Loan means the term of the loan as set out in item [xx] of the Loan Schedule.

The Act means the [xxxxx].

The Effective Date means the date specified in item [xx] of the Schedule.

The Goodwill Value means the amount specified in item [xx] of the Schedule.

The Sale Assets means all the goodwill, plant and equipment and other assets (including the benefit of any leases, contracts of hire or other agreements in respect of which the Vendor is the lessee, hirer or other equivalent person) of or relating to the business presently being conducted by the Vendor at the Location specified at item [xx] of the Schedule.

The singular includes the plural and vice versa and words importing any gender include every gender.

Time & Rate Sheet means the schedule to be provided by You to Us in a format approved by Us and in accordance with Our deadlines providing details of Nominated Persons, hours worked and the Billing Rate to be invoiced to You.

Timesheets means the documentation including electronic showing the period worked, which correspond to the record of Services performed at Your Workplace and are authorised by Us.

Total Cost of Employment means Our total financial cost of employing the Employee and includes bonuses, commissions and fees unless otherwise agreed between the parties, but does not include payroll tax or workers compensation.

Total Cost of Payroll means the sum of Total Cost of Employment for all Nominated Employees paid in a particular Pay Period plus the Fees payable to Us for Our Services in that Pay Period, unless otherwise agreed in writing between the parties.

Total Package means the total financial cost to Us of employing or engaging You and includes bonuses and commissions and Fees unless otherwise agreed between the parties.

Total Remuneration means the sum of Your Remuneration You receive for a particular period.

Training Expenditure means all expenditure by Us for Our Workforce on Structured Training (excluding wages and salaries of the persons receiving training) including that provided by registered training organisations and Scholarships.

Training means the instruction and development of new skills.

Trade Secret means any formula, pattern, machine or process of manufacturing used in a business that may give the business a competitive advantage.

Transfer Notice means a notice in writing from the Seller to the Partners prior to disposal of their shares of their intention so to do.

Trust Fund means:

• the Settled Sum;
• all money, investments and assets paid or transferred to and accepted by the Trustee as additions to the Trust Fund;
• all accretions to the Trust Fund;
• all accumulations of income; and
• the money, investments and property from time to time representing the above or into which they are converted, and includes any part of the Trust Fund.

Trust means the Trust established under this deed.

Trustee means the person named in this deed as the Trustee and any other trustee for the time being of the Trust; and

Uncommercial Transaction means the provision of a financial or other benefit on terms which:

• would not be reasonable in the circumstances if the benefit were provided on an arms length basis; or
• are more favourable to the recipient than the terms referred to in (i),

and which a reasonable person in the position of the Trustee would not have entered into having regard to all relevant circumstances.

Valuation Method means calculating the value of a Enterprise as:

• the sale price for a Enterprise (including the market value of any non cash consideration) where a Enterprise is sold on or about the Cessation Date to an unrelated third party at arms length; or
• in any other case; [Set Out Formula], e.g.: EBITDA multiplied by 3...

Value Improvement means the amount, if any, by which the Enterprise value at the Cessation Date exceeds the Enterprise Value (initial) prescribed in the Management Schedule

Variable Cost includes salaries, software and hardware procurement, recruitment agency fees & other associated services

Vehicle means the vehicle specified in Item [xx] of the Schedule

Vendor means the person named in item [xx] of the Schedule.

Voice Contact means telephonic voice.

Volunteer means a person who, of their own free will, provides service to the community while under Our general supervision, without compensation or other consideration

VRU means an automated voice response unit

We/Us/Our/Ours means the entity specified in Item [xx] of the Schedule.

Website means the site on which these Terms & Conditions are attached.

Withholding Tax means the system whereby a hirer withholds an amount (equal to the top tax rate plus the [xxx] levy) from your payment and sends it to the [xxx].

Work Days Per Week means the days specified at item [xx] of the Schedule.

Work Hours Per Week means the days specified at item [xx] of the Schedule.

Work Verification Method means the method specified at item [xx] of the Schedule.

Workforce means all permanent and contract workers of Us including [xxx] permanent residents and Overseas Temporary Workers.

Workplace means a place or places at which You are directed by Us to work, from time to time.

Writing including typewriting, printing, lithography, photography and other modes of representing or reproducing words in a visible and permanent form and 'written' has a corresponding meaning.

You/Your means the entity referred to in the Schedule, which has accepted or the entity for which an authorised representative has accepted Our offer comprising of the terms and conditions of this Agreement and any schedule herein as set out in the Schedule.

Your Fees means those consultancy fees as listed or described at item [xx] of the Schedule adjusted in accordance with clause [xx].

Your Financial Institution means the financial institution nominated by You on the Direct Debit Request at which the Account is maintained.

Your Services means the services described in item [xx] of the Services Schedule.