Participant Terms & Conditions

aLocum Pty Ltd

Terms and Conditions – Participants 

 

1 Application of Terms

1.1 These Terms govern your contractual relationship with aLocum, including your use of the aLocum Website. 

1.2 By applying to be an aLocum Participant, you are confirming your acceptance of these Terms. If you do not accept any part of these Terms, you should not apply to be an aLocum Participant and you must not use the aLocum Website. 

1.3 For the avoidance of doubt, unless we otherwise agree in writing, we do not accept, and will not be bound by, any amendments to these Terms or any other terms or conditions other than these Terms. 

 

2 Eligibility

2.1 aLocum provides a service involving facilitating introductions between eligible Participants who are qualified lawyers (usually, Australian qualified lawyers, but may include foreign qualified lawyers) seeking to be engaged on a temporary basis, with Firms seeking to engage such Participants (Introduction Services).

2.2 To be a Participant eligible for the Introduction Services, you must:

(a) be a qualified lawyer, entitled to practice as a solicitor in Australia (excepting circumstances where a Firm may be prepared to engage a foreign qualified lawyer);

(b) hold a current practising certificate permitting you to practice in the jurisdiction you wish to work  (excepting circumstances where a Firm may be prepared to engage a Participant without a practising certificate); 

(c) be an Australian citizen or otherwise have the legal right to work in Australia;

(d) be authorised to, and not restricted in any way (whether by contract or otherwise) from performing your obligations under these Terms and any engagement with a Firm;

(e) submit an application to us, in the form that we require from time to time;

(f) be approved by us (such approval to be given or withheld in our absolute discretion); and

(g) if approved and you opt for a paid tier of Introduction Services, pay an application fee, and to maintain your tier eligibility, an anniversary fee each year (determined by us, from time to time).

2.3 We may structure the Introduction Services and categorise Participants into different tiers and categories, which may include different benefits and levels of priority (for example, paid tiers may have priority access to potential engagements with Firms), as we may determine from time to time. We reserve the right to determine the inclusions, exclusions and any applicable fees for each tier or category. 

2.4 Paid tiers of Introduction Services may operate for fixed periods (for example, annually), and may require renewal fees for subsequent periods, as we may determine from time to time. The periods may not necessarily correspond with the anniversary of your application (for example, the period for a paid tier may be fixed from 1 July to 30 June, even if you apply in September). We are not required to offer pro rata fees or partial refunds for any broken periods or benefits not received due to not being in the paid tier at the time the benefit was given (for example, live CPD sessions presented prior to your application for the paid tier) but we will endeavour to give you alternative access to benefits where possible (for example, access to recorded CPD sessions).

2.5 We provide no guarantee of any kind that the Introduction Services will lead to an engagement between you and a Firm, nor as to the period of time which it may take for any engagement to be brought about, nor the form or commercial terms of any such engagement.

​

3 Your obligations

3.1 You must advise us immediately if at any time you fail to meet any of the eligibility requirements in clause 2.2.

3.2 You must comply with any Participant codes of conduct or rules that we determine from time to time.

3.3 You must disclose to us details of all engagements you have with Firms that we have introduced to you, from time to time, including:

(a) when an engagement is entered into;

(b) the period and end dates of your engagement;

(c) your remuneration;

(d) any changes to your engagement;

(e) any subsequent engagements with a Firm whether or not that specific engagement was facilitated by aLocum,

as soon as practicable and in any event within 7 days. This is a continuing obligation intended to survive performance or termination of these Terms. 

3.4 For the purposes of these Terms, we will be deemed to have introduced you to a Firm where we have provided you with the details of the Firm and the proposed engagement, and then (with your consent) we have provided the Firm with your Participant details (including, for example, your resume or CV). In this way, an introduction to a Firm is made, whether or not an engagement between you and the Firm follows.

3.5 You agree that we may also charge a fee to Firms for providing the Introduction Services, including fees that may be contingent on (or calculated by reference to the terms of) an engagement being entered into between you and a Firm, or other events. You agree not to do or participate in any arrangement designed to circumvent (or otherwise with that effect) our rights regarding such fees. This is a continuing obligation intended to survive performance or termination of these Terms.

 

4 Relationship

4.1 It is your responsibility to enter into and determine the terms of any engagement between you and a Firm, including for example:

(a) whether you may be engaged as an independent contractor to, or a permanent, maximum term or casual employee of, the Firm;

(b) the remuneration and commercial terms of the engagement;

(c) professional indemnity insurance coverage; and

(d) compliance with the respective legal profession legislation and regulations applicable to you and the Firm including what practicing certificate you may require. 

4.2 For the avoidance of any doubt, and whether you ask us or not, aLocum is unable to, and does not, give any advice or make any representations as to whether a particular form of engagement may or may not constitute a genuine independent contracting arrangement, nor as to any other matter referred to in clause 4.1. If unsure, you are encouraged to obtain independent legal advice.

4.3 Nothing in these Terms or included in the Introduction Services constitutes:

(a) a relationship of employer and employee, or partnership between aLocum and you;

(b) the engagement of you by aLocum to provide services directly to aLocum or Firms whether as independent contractor or otherwise.

(c) a relationship of solicitor and client between:

(i) aLocum and you; or

(ii) aLocum and a Firm; or

(d) the provision of any legal advice by aLocum and you acknowledge and agree that aLocum is not a legal practice.

4.4 You do not have any right to: 

(a) represent or bind aLocum; or

(b) represent yourself as being an employee, contractor, agent or otherwise any representative of aLocum,

in any dealings with Firms or third parties. 

 

5 Payment Terms

5.1 Any payment required by you under these Terms is due immediately upon an invoice being issued.

5.2 Payment may only be made by way of credit card or electronic funds transfer. We reserve the right to change the payment methods that we accept at any time.

5.3 You agree to pay GST on all taxable supplies upon us issuing you a tax invoice relating to the taxable supply. 

5.4 You agree to pay sums due to us free of any set off or counterclaim and without deduction or withholding.

5.5 We may charge you interest on any outstanding debt (including any judgment debt) at the rate of 10% per annum.

 

6 Confidentiality

6.1 Each party must treat all Confidential Information of the other party as confidential and must not, without the other party’s consent (or for aLocum, as required to properly perform the Introduction Services), disclose to any third party any Confidential Information provided to or obtained by it prior to, or during the performance of, these Terms. This is a continuing obligation intended to survive performance or termination of these Terms.

6.2 You acknowledge and agree that aLocum is permitted to disclose information about you to Firms to the extent necessary for aLocum to provide the Introduction Services. 

 

7 Indemnity

7.1 If you default in the performance or observance of your obligations under these Terms, then:

(a) we will take steps to mitigate our loss and act reasonably in relation to any default by you; and

(b) we will give you notice requesting payment for loss and damage occasioned in respect of those events and requesting that you remedy any breach within a reasonable time; and 

(c) if that demand is not met then you indemnify us in respect of loss, damage, costs (including collection costs, bank dishonour fees, and legal costs on an indemnity basis) that we have suffered arising therefrom.

7.2 Your liability to indemnify us will be reduced proportionally to the extent that any fraud, negligence, or wilful misconduct by us or a breach of our obligations under these Terms has contributed to the claim, loss, damage, or cost which is the subject of the indemnity.

7.3 Your liability to indemnify us is a continuing obligation separate and independent from your other obligations and survives the performance or termination of these Terms.

​

8 Limitation of liability

8.1 To the extent permitted by law, we accept no responsibility for, and will not be liable to you or any third party for, any Claims arising out of or in connection with the provision of the Introduction Services or otherwise the performance of our obligations under these terms. 

8.2 To the extent permitted by law, our maximum liability is limited to:

(a) aLocum supplying the Introduction Services again; or

(b) aLocum paying you the cost of having equivalent services supplied.

8.3 No party is liable to the other party for any Consequential Loss however caused arising out of or in connection with the Introduction Services or these Terms.

​

9 Termination

9.1 Either party may, with immediate effect, terminate these Terms by written notice, if the other party:

(a) breaches these Terms and does not remedy that breach (if capable of remedy) within seven (7) days of the receipt of a notice (or such longer time as specified in the notice) identifying the breach and requiring its remedy; or

(b) has failed to pay sums due to the party within seven (7) days; or

(c) where the other party is the Participant, where they have breached in any serious, or in any persistent way, aLocum’s Participant codes of conduct or rules made in accordance with clause 3.2; or

(d) has indicated that it is, or may become, insolvent or bankrupt.

9.2 Termination of these Terms will not affect any rights accrued up to that time or any obligations intended to survive termination. 

​

10 Notices

10.1 Any notice, consent, or other communication given under or in connection with these Terms must be:

(a) made by an authorised person on behalf of the party giving the notice, consent, or other communication; and

(b) sent by email to the other party’s nominated email address (which, in the case of aLocum, is info@alocum.com.au). 

10.2 If an email is in a commonly used format, and any attached file is a pdf, jpeg, tiff, other commonly used format, the email is deemed to be delivered when the email has left the sender’s email system, unless the sender receives notice that the email was not received by the recipient.

 

11 Variation

We may amend these Terms in the future by notifying you in writing. The amended Terms will thereafter apply to all subsequent Introduction Services.

 

12 Assignment

We may assign these Terms to a third party provided that we obtain a covenant by the third party in your favour to perform these Terms following the assignment. You acknowledge that your rights and obligations as a Participant under these Terms are personal to you, and may not be assigned without our consent.

​

13 Waiver

A waiver of any provision of these Terms will only be effective if made by the affected party in writing.

 

14 Severance

If any part of the Terms is illegal, invalid, or unenforceable, it will be read down so far as necessary to give it a valid and enforceable operation or, if that is not possible, it will be severed from the contract and the remaining provisions will not be affected, prejudiced, or impaired by such severance.

 

15 Governing law and jurisdiction

15.1 The Contract is governed by and must be construed according to the law applying in the State of New South Wales, Australia.

15.2 The parties irrevocably submit to the non-exclusive jurisdiction of the courts of the State of New South Wales with respect to any proceedings that may be brought at any time relating to these Terms.

 

16 Definitions

In these Terms, unless the context otherwise requires, the following definitions apply.

16.1 aLocum, we, us means aLocum Pty Ltd ACN 685 775 393 and our permitted assigns.

16.2 Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, or award howsoever arising, whether present, unascertained, immediate, future, or contingent, whether based in contract, tort, pursuant to statute or otherwise and whether involving a third party or a party to these Terms.

16.3 Confidential Information includes:

(a) any information relating to a party’s business and affairs;

(b) any information that is by its nature confidential;

(c) any information which is designated by a party as confidential;

(d) any information that a party knows, or ought to know, is confidential; and

(e) all financial information, pricing information, and commercially valuable information of a party.

16.4 Consequential Loss includes any:

(a) consequential loss;

(b) loss of anticipated or actual profits or revenue;

(c) loss of production or use;

(d) financial or holding costs;

(e) loss or failure to realise any anticipated savings;

(f) loss or denial of business or commercial opportunity;

(g) loss of or damage to goodwill, business reputation, future reputation, or publicity;

(h) loss or corruption of data;

(i) downtime costs or wasted overheads; or

(j) special, punitive, or exemplary damages.

16.5 Firm or Firms includes a law firm, in-house legal team, or other organisation seeking to engage qualified lawyers.

16.6 Introduction Services has the meaning given in clause 2.1.

16.7 Participant, you, your means you. 

16.8 Terms means these Terms and Conditions – Firms.

 

17 Interpretation

In these Terms, unless the context otherwise requires:

17.1 A time is a reference to the time zone of Sydney, Australia unless otherwise specified.

17.2 $, dollar, or AUD is a reference to the lawful currency of Australia;

17.3 A party includes a reference to that person’s executors, administrators, successors, substitutes (including a person who becomes a party by novation), assigns, and in the case of a trustee, includes any substituted or additional trustee.

17.4 “person” includes a natural person, partnership, body corporate, association, joint venture, government authority, or other entity.

17.5 A “right” includes a benefit, remedy, authority, discretion, or power.

17.6 The singular includes the plural and vice versa, and a gender includes other genders.

17.7 “In writing” or “written” means any expression of information in words, numbers, or other symbols, which can be read, reproduced, and later communicated, and includes electronically transmitted and stored information.

17.8 If a word or phrase is given a defined meaning, its other grammatical forms have a corresponding meaning.

17.9 Words such as “includes”, “including”, and “for example” are not words of limitation and are to be construed as though followed by the words “without limitation”.

17.10 A term of an agreement in favour of two or more persons is for the benefit of them jointly and each of them separately.