IMPORTANT PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING ANY INFORMATION OR SERVICES AVAILABLE THROUGH THE PTP WEBSITE (PTP SITE).
By accessing or using the PTP Site, you agree to be bound by the terms and conditions below entitled “Terms and Conditions of Submission of Specifications by Potential Clients”. If your Specification (as defined below) is registered by PTP and you enter into a CFO Search Agreement with PTP, you also agree to be bound by the terms and conditions below entitled “Terms and Conditions of CFO Search”. PTP may make changes to any of these terms and conditions at any time and any changes made are effective upon being published on the PTP Site.
1. PTP’s Services and the CFO Network
PTP operates a support and marketing network (which is described in more detail on the PTP Site) for chief financial officers and accounting professionals who work or wish to work on a part-time permanent consultancy basis (CFO Network). PTP seeks to assist members of the CFO Network (Members) and companies or other business entities looking to find a chief financial officer or accounting professional on a part-time permanent consultancy basis (Clients) by marketing the PTP model and by introducing Clients to Members who may meet their needs. If you would like PTP to assist you in finding a chief financial officer or accounting professional on a part time permanent consultancy basis, you must submit your requirements (Specification) for registration through the PTP Site, as set out in these terms and conditions.
2. Use of PTP Site
Information contained on the PTP Site is for personal use only and you must not sell, redistribute or use it for any commercial or business purpose. Material may be used or downloaded from the PTP Site for your use only, provided you keep intact all copyright and other proprietary notices.
You must not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material from the PTP Site including any code and/or software. You must not use the PTP Site for any purpose that is unlawful or prohibited by these terms and conditions of use.
3. Information Does Not Represent Professional Advice
You acknowledge and agree that the PTP Site and any information published on it is intended to provide general information in relation to the CFO Network and the ways in which PTP may be able to introduce you to a chief financial officer who meets your Specification. Any assistance which PTP may be able to provide you with is subject to PTP registering your Specification and you entering into a CFO Search Agreement with PTP, which will govern the relationship and obligations between you and PTP. The terms and conditions of CFO Search Agreement include the Terms and Conditions of CFO Search which are set out below.
Whilst PTP carries out investigations and reference checks on Members at the time they join the CFO Network, PTP does not endorse any particular Member nor does PTP verify all aspects of a Member’s details, history and experience. PTP strongly recommends that prior to entering into any agreement with a Member you undertake your own investigations and reference checking.
4. Submission Of Specification
Your Specification should contain all relevant details relating to the placement including a brief description of the role, the remuneration offered, the days and hours required and any minimum levels of qualification or experience needed.
By submitting your Specification to PTP through the PTP Site you request PTP to consider the Specification for registration and warrant that you have taken reasonable care to ensure that the information contained in the Specification is complete, true, accurate and not misleading in any material respect. You authorise PTP to hold your Specification and, if PTP thinks necessary, to make any investigations or enquiries as PTP may consider necessary in order to approve your Specification for registration.
5. Registration of Specification
Once you have submitted your Specification for registration through the PTP Site, PTP will review the Specification and will contact you to discuss it. Any agreement of PTP to register your Specification will be subject to you entering into a CFO Search Agreement with PTP. The terms and conditions of CFO Search Agreement include the Terms and Conditions of CFO Search which are set out below.
6. No guarantee
Registration of your Specification and entry into a CFO Search Agreement with PTP does not guarantee that a chief financial officer conforming to the Specification will be available to you.
7. PTP’s use of information
PTP will only use the information contained in the Specification or obtained from any discussions or enquiries with or relating to you for its own internal purposes. If your Specification is registered and you enter into a CFO Search Agreement with PTP, that agreement will govern PTP’s use of information which relates to you and which is held by or on behalf of PTP.
8. Intellectual Property
Trademarks on the PTP Site and copyright in all material displayed on the PTP Site are owned by PTP unless otherwise indicated. You must not to infringe any intellectual property rights owned by PTP.
9. Links to other sites
Where the PTP site provides links or pointers to internet sites maintained by third parties and such linked sites are not under the control of PTP, PTP is not responsible for the contents (including the accuracy, legality or decency) of any linked site or any link contained in a linked site. Any links provided from the PTP Site are included as a convenience only and PTP does not endorse the linked site or any contents on the linked site nor is PTP responsible for the compliance of any linked site with any legal or regulatory requirements.
10. Availability of PTP Site
PTP gives no warranty to you that access to the PTP Site will be available uninterrupted or error-free or that defects in the service will be corrected. You also understand that PTP cannot and does not guarantee or warrant to you that any files, information or data available for downloading through the PTP Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the PTP Site for the reconstruction of any lost data.
11. Security of information submitted
PTP takes all reasonable care in ensuring the privacy and integrity of any information you may submit to it through the PTP Site. The internet is not however completely secure and the possibility remains that information submitted by you to PTP through the PTP Site or collected by us through inquiries could be unlawfully observed by a third party either while in transit over the internet or whilst held by PTP about you or stored on PTP’s systems. PTP disclaims all liability to you to the greatest extent possible pursuant to law should this occur.
12. Law and Jurisdiction
These terms and conditions of use of the PTP Site are governed by and shall be construed in accordance with the laws of the State of New South Wales, Australia and both you and PTP submit to the exclusive jurisdiction of the courts of the State of New South Wales, Australia.
1. CFO Network Agreement
These terms and conditions are incorporated into and form part of the CFO Network Agreement between the Consultant (as defined in the CFO Search Agreement) and Part-Time Professionals Pty Ltd (ABN 64 118 518 880 ).
2. Specification and information
2.1 The Client must:
(a) If it has not at the date of the CFO Search Agreement provided a full and detailed copy of the Specification to PTP, provide a full and detailed copy of the Specification to PTP without delay; and
(b) Provide a copy of any updated or amended version of the Specification to PTP.
2.2 The Client must take reasonable care to ensure that:
(a) The Specification and any updated or amended versions of the Specification; and
(b) Any other information given or communicated to PTP in connection with this agreement, is materially accurate.
3. Consultancies
3.1 Subject to the terms of this agreement, PTP must use its reasonable endeavours to identify suitable Candidates for a Client Consultancy with reference to the Specification.
3.2 The Client authorises PTPto seek and identify from Members suitable Candidates for Client Consultancies on the terms of this agreement.
3.3 The Client authorises PTP to disclose details from the Specification:
(a) To Candidates in connection with the Client Consultancy; and
(b) In any advertisement or advertising material designed to attract new Members who may become Candidates.
4. Process
4.1 When PTP identifies a Candidate it believes is suitable for the Client Consultancy and who wishes to be proposed for the Client Consultancy PTP must forward the Candidate’s Resume to the Client.
4.2 If the Client indicates to PTP that it wishes to consider the Candidate for the Consultancy, PTP must introduce the Candidate to the Client so that the Candidate and Client can initiate discussions and decide whether and on what terms the Candidate will undertake a Consultancy to the Client.
4.3 If the Client and the Candidate agree that the Candidate will undertake a Consultancy to the Client, the Client must enter into a Consultancy Agreement with the Consultant which must include as a minimum the Consultancy Terms. The Client must provide PTP with a copy of the Consultancy Agreement (signed on behalf of both the Client and the Consultant) within five Business Days of a request by PTP.
4.4 Except with the prior written consent of PTP, the Client must only enter into a Consultancy Agreement which is consistent with the CFO Search Agreement including these Terms and Conditions.
4.5 The Client must notify PTP in writing of any change to the Consultancy Agreement (including but not limited to any increase in Consultant Fees) as soon as reasonably practicable after the change occurs.
5. Availability of Candidates and decision making
5.1 The Client acknowledges and agrees that PTP does not warrant or represent to the Client that it will identify any Candidate who conforms to the Specification or is otherwise considered suitable for the Client Consultancy by PTP or the Client.
5.2 The Client agrees and acknowledges that:
(a) PTP does not endorse or recommend any Candidate, nor provide any warranty in relation to any Resume and the Client should:
(i) Request the consent of any Candidate being considered for a Client Consultancy to undertake investigations and research in relation to that Candidate (including, but not limited to, reference checking);
and(ii) Following an introduction, carry out in conjunction with any discussions with the relevant Candidate the Clients own investigations and research (including, but not limited to, reference checking); and
(b) It is the Client’s responsibility to obtain independent legal, accounting or other financial advice relating to the effects or consequences of this agreement or any Consultancy Agreement for it.
6. Client’s responsibilities in relation to a Consultancy
6.1 The Client undertakes to comply in all material respects with all legal obligations applicable to it with regard to Candidates, Consultants and Client Consultancies including but not limited to obligations with respect to:
(a) Equal opportunities and non-discrimination;
(b) Occupational health and safety and workplace health and safety; and
(c) Privacy.
6.2 The Client undertakes:
(a) To ensure that he takes out and at all times whilst any Consultant is undertaking a Client Consultancy maintains such insurance cover as is appropriate and sufficient with regard to the Client’s business and premises (but excluding professional indemnity insurance in respect of the Consultant); and
(b) To ensure that the Consultant is indemnified in respect of any losses or liabilities incurred by him in the proper performance of the Consultant Services, either by a suitable directors and officers’ indemnity insurance policy or by an indemnity by the Client.
6.3 In relation to each Client Consultancy the Client must sign the Consultant’s time sheets upon request by the Consultant unless the Client has serious and genuine concerns regarding the performance of the Consultant.
6.4 If the Client does not sign the relevant Consultant’s time sheets in accordance with paragraph 6.3, the Client agrees and acknowledges that PTP may be unable to invoice or be delayed in invoicing the Client (on behalf of the Consultant) for the Consultant Services and the Consultant may withhold further Consultant Services.
7. GST
7.1 Unless expressly included, the consideration for any supply under or in connection with this agreement does not include GST.
7.2 To the extent that any supply made under or in connection with this agreement is a taxable supply, the consideration for that supply is increased by an amount equal to the amount of that consideration (or its market value) multiplied by the rate at which GST is imposed in respect of the supply.
7.3 The supplier must provide to the recipient a GST tax invoice as required by the relevant legislation.
8. Confidentiality
8.1 Each party to this agreement undertakes that it will not:
(a) Use Confidential Information of any other party;
(b) Disclose that Confidential Information to any third party, except for the purpose for which the Confidential Information was given and:
(c) With the prior written consent of the party disclosing the Confidential Information; or
(d) As permitted under paragraph 8.2.
8.2 A party may disclose Confidential Information of another party:
(a) To employees, officers or agents, professional or consultant advisers of that party whose duties in relation to that party require the disclosure;
(b) If the disclosing party is PTP as authorised by paragraph 3.3;
(c) If the information is already in the public domain other than through a breach of this agreement;
(d) As required by an applicable law after first giving notice to the other party and after taking all practicable steps to cooperate with the other parties to prevent the disclosure to the maximum extent permitted by law.
9. Amendments
These Terms and conditions may be varied by PTP from time to time by updating the PTP Site.
10. Definitions
In these Terms and Conditions:
Business Day means a day on which banks are open for business in Sydney, Australia other than a Saturday, Sunday or public holiday.
Candidate means a Member who is seeking a Consultancy or whom PTP considers may be suitable for a Client Consultancy.
CFO Network means the network operated by PTP to:
(a) Promote the concept of part-time permanent chief financial officers on a consultancy basis;
(b) Assist Members in finding Consultancies; and
(c) Provide certain support and assistance to members undertaking Consultancies through the provision of the CFO Network Services.
CFO Network Agreement means an agreement between PTP and a chief financial officer setting out the terms on which:
(a) the chief financial officer joins the CFO Network; and
(b) PTP will assist that person to find Consultancies, in PTP’s standard form from time to time.
Client Consultancy means a Consultancy with the Client.
Confidential Information means the contents of this agreement and any Consultancy Agreement and:
(a) In relation to PTP, any information relating to the business, operations or affairs of PTP or its clients and any information provided by PTP to Clients and Members unless it is public domain and any trade secret, technical knowledge, concepts, ideas, designs, programs, processes, procedures, innovations, inventions, databases, data surveys, customer lists or information, sales plans or marketing plans, research, software, records, intellectual property or other information concerning a party; and
(b) In relation to the Client, the Specification and any Updated Specification.
Consultancy Agreement means, in relation to each Consultancy, the agreement between the Consultant and a Client setting out the Consultancy Terms.
Consultancy means a company or other business entity’s requirement for a chief financial officer on part-time permanent consultancy basis.
Consultancy Terms means the specific details and terms agreed between a Consultant and the Client upon which the Consultant will be Placed with the Client, which must include:
(a) Role and duties;
(b) Hours and days required;
(c) Consultant’s Fees;
(d) Expenses;
(e) Duration of Consultancy; and
(f) Termination.
Consultant means, in relation to a Client Consultancy, the Member who is to undertake that Client Consultancy.
Consultant Fees means, in relation to each Client Consultancy, the total amount of fees or remuneration due to the Consultant from the Client in respect of the Consultant Services, as set out in the relevant Consultancy Agreement initially and as updated from time to time.
Consultant Services means in relation to each Client Consultancy, the work, tasks and services to be undertaken or provided by the Consultant’s as detailed in the relevant Consultancy Agreement.
Corporations Act means the Corporations Act 2001 (Cth).
Effective Date means the date of this agreement
GST has the meaning given to it under the GST Act.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Member means a person who has joined the CFO Network and entered into a CFO Network Agreement which has not expired or otherwise been terminated.
PTP Site means www.ptprofessionals.com.au or any other URL designated by PTP.
Resume means:
(a) A Members’s resume; or
(b) Where a Member is a corporation, the resume of the individual who performs services on behalf of the Member,
in each case, setting out information in relation to the relevant person including, but not limited to, their education, qualifications, employment history, professional experience and memberships of professional bodies or associations.
Specification means, with respect to each Client Consultancy, the specifications or requirements notified by the Client to PTP from time to time in relation to the qualities, experience, qualifications or other attributes which Candidates will ideally possess.
Subsidiary has the meaning given to it in the Corporations Act.
Terms and Conditions means these Terms and Conditions of CFO Search as amended from time to time and set out on the PTP Site.