iMaven Terms and Conditions

Definitions

1. In these terms and conditions:

a. “iMaven”, “we”, “us” and “our” refers to iMaven Pty Ltd (ABN 26 633 883 299), the owner and operator of iMaven Marketplace, a company registered in Australia;

b. “iMaven Marketplace” means www.imaven.com.au and any associated iMaven Marketplace mobile application; and iMaven: Refers to Our Site in which an Employer may post Vacancies and source Candidates and a Recruiter may submit Candidates to Vacancies.

c. “Account” means an account created by signing up to iMaven.com.au as either an Employer or Recruiter.

d. “Candidate” means a person introduced, directly or indirectly, by the Recruiter to the Employer through the iMaven Marketplace, to be considered for a Vacancy.

e. “Employer” means any person that uses the iMaven Marketplace to post details of one or more Vacancies with a view to employing a Candidate.

f.​  “Engagement” occurs when an Employer accepts a Recruiter’s engagement request to submit Candidate(s) to their Vacancy via iMaven Marketplace.

g.​  “Fee Period” is the period a Recruiter is deemed to have ownership of a Candidate which shall be six months from the date of submission of such Candidate’s CV through iMaven. “Introduction” of a Candidate occurs when a Recruiter provides the Candidate’s details to an Employer during an Engagement.

h.​ “iMaven Fee” is the fee we charge for providing the iMaven Marketplace, which is calculated at:.

i.20% of the Recruiter’s Placement Fee for a permanent placement;

ii.20% of the Recruiter’s gross profit for a contract placement if the recruiter or employer pays the contractor;

iii.20% on a contract role funded by iMaven.

i.“Placement” means the employment or hiring of a Candidate, (whether on a permanent, temporary or contract basis) by or on behalf of an Employer directly or indirectly following the introduction of a Candidate by a Recruiter via iMaven.

j. “Placement Fee” means the fee agreed upon between the Employer and the Recruiter before the Engagement which is only payable by the Employer to iMaven upon the hiring of a Candidate.

k. “Replacement Guarantee” means the replacement guarantee in clause 54 of these Terms.

l. “Replacement Guarantee Period” is the period (commencing on the Start Date of a Candidate’s employment) agreed between the Employer and the Recruiter, during which the Employer is entitled to a free replacement by the Recruiter in the first instance or a full refund – where previously negotiated, of the Placement Fee on the terms set out in this agreement.

m. “Recruiter” means any person who uses the iMaven Marketplace to introduce one or more Candidates to Employers in respect of any Vacancy.

n. “Recruiter Fee” means the fee payable to a Recruiter upon a Placement, which is displayed on iMaven Marketplace and calculated as the Placement Fee minus the iMaven Fee.

o. “Start Date” means the date on which a Candidate commences employment with an Employer, following the acceptance by the Candidate of an offer of employment by an Employer.

p. “Terms” means these terms and conditions under which you may make use of the iMaven Marketplace.

q. “Vacancy” means a job vacancy posted by the Employer on iMaven Marketplace.

r. In these Terms words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender and vice versa.

2. Your use of iMaven Marketplace is provided subject to these terms and conditions. We reserve the right to amend these terms and conditions at any time and your use of iMaven Marketplace following any amendments will represent your agreement to be bound by these terms and conditions as amended.  We recommend that each time you access iMaven Marketplace you read these terms and conditions.

3. We reserve the right to terminate this agreement and suspend or deactivate your registration at any time if you breach these terms and conditions.

Account Access and Registration

4. To access iMaven Marketplace, you must become a registered user. You must complete registration by providing the information requested on our user registration page which will establish your profile.

5. You agree to ensure that the details that you provide to us upon registration and on your profile are true and accurate at all times and you undertake to update those details from time to time as and when they change.

6. On registration, you will be required to provide a password. It is your responsibility to ensure the safety and security of your login information and you must not provide these details to any other person.

7. It is your responsibility to ensure that your access and use of any part, function, content or service published on iMaven Marketplace is legally permitted in any jurisdiction in which you reside or in which access takes place. Our services are intended for persons over the age of sixteen (16) years.  By using iMaven Marketplace, you confirm that you are over 16 years of age.

8. We reserve the right, at our absolute discretion, to discontinue, suspend, change, reformat or alter any aspect of iMaven Marketplace without prior notification to you.

9. We undertake to take all due care with any information which you may provide to us when accessing iMaven Marketplace. However, we do not warrant and cannot ensure the security of any information which you may provide to us. Information you transmit to us is entirely at your own risk although we undertake to take reasonable steps to preserve such information in a secure manner.  Our approach to the privacy of your information is set out in our separate Privacy Policy.

Account Suspension/Termination

10. We may suspend an Employer or a Recruiter’s access to the iMaven Marketplace at any time, for any reason and for a period whether determinate or indeterminate.

11. We may also terminate or suspend any and all iMaven Marketplace and access to Our Site immediately, without prior notice, if you breach any of the Terms of this Agreement. Termination shall result in forfeiture and deletion of all data and information associated with the Recruiter’s or the Employers Account on the iMaven platform.

12. Upon termination of your Account, your right to use the iMaven Marketplace, access to Our Site, and any content will immediately cease. All provisions of the Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation those relating to candidate introduction, replacement guarantee, warranty, disclaimers and limitations of liability.

13. For the avoidance of doubt:

  1. termination shall not affect any subsisting right of payment but we may withhold payment to the extent of any offsetting claim that we may have.
  2. if termination or suspension results from your breach as a Recruiter, then you are not absolved of any responsibility to comply with any obligation under any Replacement Guarantee or refund to any Employer and you indemnify us in respect of any loss or claim against us as a result of failure to comply with such obligations.

14. We reserve the right to close accounts that have not been accessed for a continuous period of six months.

Limits of our Services

15. By using iMaven Marketplace, you acknowledge that:

a. We provide a medium only through which Employers and Recruiters can connect and transact and parties are responsible for their own conduct in respect of the employment of any Candidate. It is the responsibility of the Employer to satisfy themself as to the suitability of the Candidate and that all the information, including background and reference checks are carried out either by the Employer or the Recruiter.

b. We do not warrant or guarantee the accuracy, quality, safety, or legality of any user content posted on iMaven Marketplace. You are solely responsible for your access to, use of and/or reliance on any user content. You must conduct any necessary investigation and due diligence with respect to the legitimacy of any user-supplied content and take all usual and reasonable steps to ensure your own online and personal safety and security.

c. We cannot guarantee continuous, error-free or secure access to our services or that defects in the service will be corrected. While we will use reasonable efforts to maintain an uninterrupted service, we cannot guarantee this and we do not give any promises or warranties (whether express or implied) about the availability of our Services.

d. We do not accept liability for the posting of any unlawful, threatening, abusive, defamatory, obscene or indecent information, or material which violates or infringes upon the rights of any other person.

e. We do not warrant or represent that you will obtain particular results, business or custom by the use of iMaven Marketplace.

f. We have no responsibility or liability for the deletion of or failure to store any content posted on iMaven Marketplace.

Exclusion/Limitation of Liability

16. To the maximum extent possible at law:

a. any condition or warranty which would otherwise be implied into these terms and conditions is excluded; and

b. in no event shall we be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:

i. any indirect, special, incidental or consequential damages that may be incurred by you;

ii. any loss of income, business or profits (whether direct or indirect) that may be incurred by you; or

iii. any claim, damage, or loss which may be incurred by you,

as a result of your use of iMaven Marketplace or as a result of any actions of any other party using our website, including Recruiters, Candidates and Employers.

c. we accept no liability for any loss whatsoever, including consequential loss, suffered by you arising from services we have supplied, except as a result of fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees.

d. we expressly disclaim all warranties, representations and conditions, express or implied, including those of quality, merchantability, merchantable quality, durability, fitness for a particular purpose and those arising by statute. We are not liable for any loss, whether of money (including profit), goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of iMaven Marketplace.

17. Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude our liability where any applicable law prohibits such exclusion or limitation including the Competition and Consumer Act 2010 (Cth) and relevant State fair trading legislation. To the extent that we are able to limit the remedies available under this Agreement, we expressly limit such liability to the supply of the Services again or the payment of the cost of having the Services supplied again (which decision is at our sole discretion).

18. You will indemnify us (and our officers, directors, agents, subsidiaries, joint venturers and employees) against any claim or demand, including legal fees and costs, made against us by any third party due to or arising out of your breach of this Agreement, or your infringement of any law or the rights of a third party in the course of using iMaven. We may apply any funds received or held by us on your behalf, against any liabilities you owe to us, or loss suffered by us, as a result of your non-performance or breach of this Agreement.

Content Rules

19. You are responsible for any content that you post or transmit or that is posted or transmitted through or by use of your account. All posts on iMaven Marketplace must comply with all applicable legislation, regulations, by-laws, ordinances and codes of conduct applicable in your local jurisdiction, including but not limited to:

  1. competition and consumer legislation;
  2. criminal laws;
  3. privacy laws;
  4. employment, labour hire and occupational health and safety laws;
  5. anti-discrimination and equal opportunity legislation.

20. Content prohibited from iMaven Marketplace includes (but is not limited to):

  1. illegal or offensive content (including, without limitation discriminatory, defamatory, threatening, hateful or pornographic content);
  2. content that discloses another’s personal, confidential or proprietary information without that person’s consent;
  3. false or fraudulent content (including but not limited to false, fraudulent or misleading responses to user ads transmitted via iMaven Marketplace);
  4. malicious content (including, without limitation, malware or spyware);
  5. content that is used to recruit for pyramid schemes or any ulterior or fraudulent purpose;
  6. content that offers, promotes, advertises or provides links to unsolicited products or services unrelated to the bringing together of Employers and Recruiters for the placement of Employees via the iMaven Marketplace.

21. You agree that you will promptly notify us if you become aware of any prohibited content on iMaven Marketplace.

Intellectual Property

22. The copyright to the iMaven Marketplace website including but not limited to:

  1. applets, graphics, images, layouts and text belong to us or we have a licence to use those materials; and
  2. all trade marks, brands and logos generally identified either with the symbols TM or ®,

is either owned by us or we have a licence to use it. Your access to iMaven Marketplace does not permit you to use our marks or other content in any way without our prior written permission.  Except for the limited purposes of legitimate fair dealing, you are not permitted to copy, reproduce, republish, distribute or display any of the information on iMaven Marketplace without our prior written permission.

23. You acknowledge that you are responsible for the content of any material you publish on iMaven Marketplace including its legality, originality and copyright. You warrant that any material you publish does not infringe the rights of third parties in any way.

Contract formed between users

24. Upon the Employer accepting an application by a Recruiter, the Employer and Recruiter will be deemed to have entered into a contract under which the Employer agrees to pay the Placement Fee if it employs a Candidate submitted by the Recruiter.

25. You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as an Employer or Recruiter, or in any other way that you make of use of iMaven Marketplace.

26. If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Contract and are not party to any User Contracts.

27. Depending on their jurisdiction, Employers and Recruiters may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this Agreement is intended to override a right that by applicable law may not be excluded.

28. Each User acknowledges and agrees that the relationship between Employers and Recruiters is that of an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between us and a User.

29. In the event of a non-payment by an Employer, Recruiters are responsible for taking and enforcing any debt recovery action. In the event that iMaven agrees to commence proceedings against an Employer, iMaven will pay 85% of the Placement Fees recovered after legal fees are deducted.

30. A Recruiter’s application for an Engagement with an Employer, including in respect of any Placement Fees (whether specified by the Employer or Recruiter) is a legally binding offer made by the Recruiter.

31. Once accepted by an Employer, a contract is formed between the Recruiter and the Employer which may not be terminated without the express written consent of both the Employer and iMaven.

Recruiter’s Obligations

32. The Recruiter represents and warrants that any information that has and will be provided to any Employer about:

  1. the Recruiter’s experience, expertise and employment history; and
  2. any Candidate, including Candidate summaries and resumes,

is truthful, accurate and not misleading and that any disclosures or permissions from Candidates that may be required under any applicable privacy legislation have been obtained.

33. The Recruiter must ensure they meet the requirements of the Labour Hire Licensing Act 2017 (where applicable) and hold a current and valid licence to provide labour hire services within the relevant state, prior to engaging in any temporary recruitment services or labour hire arrangement through iMaven Marketplace.

34. During any Engagement, the Recruiter shall not use the Employer’s company name or brand publicly when advertising the Employer’s vacancy and searching for Candidates, unless the Employer has first consented in writing.

35. The Recruiter will ensure that:

  1. They have taken such steps as are reasonably practicable to ensure that it would not be unfavourable to the interests of either the Employer or the Candidates for the Candidates to work in the position which the Employer seeks to fill;
  2. Candidates submitted meet the specifications set out by the Employer in the Vacancy, including taking steps to properly screen such Candidates before submitting Candidate’s resumes to fill roles.
  3. All Candidate resumes for Vacancies must be submitted through the iMaven Platform.

36. Any actions that circumvent or attempt to circumvent the iMaven Marketplace by submitting resumes in any other way will lead to the Recruiter:

  1. Having their account terminated and loss of access to all information, data and reviews;
  2. Losing their entitlement to Placement Fees for any Placements made under any contract formed under iMaven, or any Placements that may be made subsequently to termination.

37. The Recruiter agrees that they shall not:

  1. approach directly any Employers to whom they have been introduced to by iMaven, engaged with on through the iMaven Marketplace, or submitted any Candidate resumes or information to, for a period of 12 months after the introduction, engagement, submission of such a Candidate through iMaven, save for communications via iMaven Marketplace (or offline if regarding details on an Engagement or Vacancy for which an introduction has been made via iMaven).

38. The Recruiter acknowledges and agrees that iMaven may investigate to determine whether a Candidate’s permission had been obtained by the Recruiter prior to the Candidate’s resume being submitted for the specific role and may suspend or terminate the Recruiter from iMaven Marketplace if such permission was not obtained.

39. Where two or more Recruiters working on the same position have submitted the same candidate, the first Recruiter to submit the Candidate will receive the Placement Fee (minus the iMaven Fee) if the Candidate is employed by the Employer. While we aim to prevent the submission of the same candidate by multiple Recruiters we make no representations, warranties or guarantees that this will not occur and, to the maximum extent possible by law, we disclaim any liability for any loss incurred as a result of double representation.

Employer Obligations

40. The Employer agrees to provide as much accurate information regarding the position which the Employer seeks to fill, including the type of work that Candidates would be required to do, the location of work, the experience and qualifications required

41. By selecting a Recruiter for a Vacancy the Employer accepts the Placement Fee charged by the Recruiter for that Vacancy. The fee shall not be renegotiated.

42. The Employer:

  1. undertakes to keep confidential any confidential information of any Candidate (including without limitation any CV or other information provided in support of an application for a Vacancy) that is provided to the Employer in connection with iMaven Marketplace; and
  2. will immediately inform the Recruiter if they have previously received the Candidate’s resume. By asking the Recruiter to arrange an interview for you with a Candidate then the Employer is confirming that the Candidate is not represented by another Recruiter and that the Candidate has not previously applied directly to the Employer for employment in relation to a different employment opportunity.  If the Employer fails to so notify the Recruiter, the Employer shall be liable to pay the Placement Fee if the Candidate is subsequently hired.

43. In the event of a dispute relating to any matter set out in clause 42(1), we will investigate and based upon the available evidence as displayed in the logs, may make a determination on the source of the Candidate referral that led to the engagement, and therefore whether a Placement Fee shall be charged. Our decision on this matter shall be final and binding.

44. iMaven is not responsible for the bona fides of any Candidates or any information provided to or about them by the Recruiter. It is the responsibility of the Employer to satisfy itself as to the suitability of the Candidate and that all the information, including background and reference checks are carried out either by the Employer or the Recruiter.

45. The Employer further agrees:

  1. that Candidates are not to be contacted directly by the Employer for any role for a period of 6 months after the initial introduction is made by the Recruiter through iMaven. Should the Employer hire a Candidate within that period they will be liable in full for any Placement Fees that would have been payable to the Recruiter who originally introduced the Candidate.
  2. that the Employer, whether directly or indirectly, will not refer the Candidate to any other person (including any subsidiary, associated or holding company of the Employer), resulting in an Engagement of that Candidate, provided that should it do so then it will become liable for the full Placement Fee.
  3. to inform iMaven if a Recruiter contacts the Employer in an attempt to avoid, circumvent or workaround iMaven Marketplace for the purpose of avoiding paying iMaven Fees.

Placement Fee

46. Where a Candidate is submitted via the iMaven Marketplace and is successfully appointed to a Vacancy, or within any other role within the Employer’s organisation or group, we will invoice the Employer on the Employee Candidate’s Start Date for the Placement Fee.

47. The Placement Fee is payable within 30 days from when an Employee commences employment. If an Employee does not commence employment, the Placement Fee shall not be payable. If the Employer does not pay the Placement Fee within the thirty (30) day period from invoice date, it will forfeit the benefit of the replacement guarantee.

48. An Employer will be liable for the Placement Fee in respect of a Candidate, where within six months of the Candidate being introduced to the Employer by the Recruiter:

  1. the Employer employs or engages the Candidate in any capacity, notwithstanding any initial rejection of the Candidate; or
  2. the Employer refers the Candidate to a third party, including another entity in the Employer’s group, and that third party employs or engages the Candidate.

49. The Placement Fee excludes GST and other duties or taxes, which will be payable by the Employer in addition to the Placement Fee at the rate then in force.

50. The Recruiter acknowledges and agrees that iMaven are entitled to and will deduct the iMaven Fee from the Placement Fee prior to paying the balance to the Recruiter.

51. In addition to the iMaven Fee, iMaven shall be entitled to deduct from any payments due to a Recruiter any amounts to account for any damages, losses or costs incurred by iMaven arising as a result of a Recruiter’s breach of this Agreement or its negligent acts or omissions.

52. The Employer must notify iMaven of any dispute concerning a Placement Fee within 10 days from the date of such Invoice by email to info@imaven.com.au, otherwise the Employer is deemed to have accepted the Placement Fee. Where the Employer notifies iMaven that the Employer disputes a Placement Fee within 10 days from the date of the Placement Fee, iMaven will investigate such dispute and will inform the Employer of iMaven’s findings.

53. The Employer may be charged interest accruing at a rate of 12% per annum if the Placement Fee is not paid by the due date specified on the invoice.

Replacement Guarantee

54. If an Employee Candidate leaves the employment of the Employer during the Replacement Guarantee Period the Recruiter must either:

  1. source a replacement Candidate acceptable to the Employer within two weeks of the receipt of notice from the Employer confirming that the Employee has ceased employment; or
  2. refund the Placement Fee in full to iMaven who will repay the Employer. This stipulation is only valid if the terms for a refund has been negotiated as part of the initial shortlisting stage between employer and recruiter.

55. The Replacement Guarantee is only applicable to permanent employees unless agreed with the Employer. The Recruiter will not be required to provide a Candidate replacement to an Employer:

  1. if the Employer has not notified iMaven in writing (at info@imaven.com.au) within 7 working days of the Employee Candidate leaving their employment, specifying in reasonable detail the reasons why they are no longer employed by the Employer; or
  2. if the Employee is no longer employed by the Employer because:

i. the Employee was dismissed unfairly or otherwise terminated in breach of any law.

ii. the Employee is now employed by or otherwise affiliated with another organisation or entity associated with the Employer;

iii. the organisation made the Employee redundant for operational or other reasons that are not primarily related to the performance of the Employee;

56. iMaven may, at its discretion, investigate any claim made under the Replacement Guarantee to establish whether the guarantee should be honoured. This may, among other things, include contacting the former employee.

57. Any refund paid to an Employer under the Replacement Guarantee shall be repayable to iMaven in full where the Employer, any subsidiary, associated or holding company of the Employer subsequently engages the Candidate in any capacity within a period of six months from the Start Date.

Disputes

58. If a dispute arises between you and us, our goal is to address your concerns and, if we are unable to do so to your satisfaction, to provide you with a means of resolving the dispute quickly. Accordingly, we strongly encourage you to first contact us directly to seek a resolution.

59. If you are involved in a dispute, we may (in certain circumstances) place a temporary hold on the funds received by us on your behalf and your account to cover the amount of any potential liability. If the dispute is resolved in your favour, those funds may be released to you. If the dispute is not resolved in your favour, we may refuse to release the funds.

60. In the event of a non-payment by the Employer of Placement Fees, Recruiters are responsible for taking and enforcing any debt recovery action. Likewise, In the event of a non-payment by the Recruiter of any refund of Placement Fees, Employers are responsible for taking and enforcing any debt recovery action.

61. Each of the Recruiter and the Employer hereby indemnifies the other party and iMaven (jointly and severally) for any loss, claim or damage arising as a result of any breach by the indemnifying party of this agreement, including legal fees on a solicitor and own client basis.

General

62. The Employer and the Recruiter acknowledge that we operate a transparent feedback and review functionality and accordingly certain conduct, such as late payment of invoices or inappropriate or unprofessional behaviour, may have a detrimental impact on the Recruiter’s or Employer’s feedback and reputation.

63. Unless otherwise agreed in writing, by using iMaven Marketplace all users give us permission to disclose our business relationship to other parties to promote the efficacy of our business. This includes (but is not limited to) your company name, logo, testimonials and any written or verbal communication.

64. These terms and conditions are to be governed by and construed in accordance with the laws of Queensland, Australia and any claim made by either party against the other which in any way arises out of these terms and conditions will be heard in Queensland, Australia and you agree to submit to the jurisdiction of those Courts.

65. If any provision in these terms and conditions is invalid under any law the provision will be limited, narrowed, construed or altered as necessary to render it valid but only to the extent necessary to achieve such validity. If necessary the invalid provision will be deleted from these terms and conditions and the remaining provisions will remain in full force and effect.

For any queries or question regarding these Terms please contact info@imaven.com.au