Independent Contractor Services Agreement

Parties

This Agreement is made between:

This Agreement commences on the date the Contractor signs the Schedule (the “Commencement Date”) and continues until terminated under clause 14. The parties agree as follows.

1. Nature of the relationship

Independent contractor. The Contractor is engaged as an independent contractor carrying on the Contractor’s own business. Nothing in this Agreement creates a relationship of employer and employee, principal and agent, partnership, or joint venture between the parties.

No employee entitlements. The Contractor is not entitled to annual leave, personal/carer’s leave, public holiday pay, notice of termination, redundancy pay, or any other entitlement that applies to an employee under the Fair Work Act 2009 (Cth) or any modern award or enterprise agreement.

Own business. The Contractor represents that the Contractor operates a genuine independent business, holds an Australian Business Number (ABN), is free to accept or decline work from HelloTech and from others, may work for other clients (including competitors of HelloTech) at the same time, and bears the commercial risk and opportunity for profit of that business.

Substance governs. Consistent with section 15AA of the Fair Work Act 2009 (Cth), the parties acknowledge that whether a worker is an employee or contractor is determined by the real substance, practical reality and true nature of the working relationship, having regard to the totality of the relationship and how this Agreement is performed in practice. The parties intend that the relationship operate in practice consistently with this clause 1.

Tax and GST. The Contractor is responsible for the Contractor’s own income tax, GST (if registered) and all other taxes arising from the fees paid under this Agreement. The Contractor will not have amounts withheld as PAYG unless required by law (for example, where a valid ABN is not quoted).

2. The Services

The Contractor agrees to perform the Services described in each accepted Job with due care, skill and diligence, to a professional standard, and in accordance with any reasonable specifications HelloTech provides about the result the Customer has booked.

Result, not hours. The Contractor is engaged to achieve the agreed result of each Job. HelloTech does not direct the manner, method, sequence or hours in which the Contractor performs the Services. The Contractor decides how the Services are carried out, applying the Contractor’s own skill, judgement and tools.

HelloTech does not roster the Contractor, does not require the Contractor to be available for any minimum period, and does not require the Contractor to wear a uniform or follow a dress code (see clause 9).

3. Accepting Jobs

HelloTech may, from time to time, offer the Contractor Jobs through its booking platform or by other means. There is no obligation on HelloTech to offer any Job, and no obligation on the Contractor to accept any Job offered.

A separate contract for each Job is formed only when the Contractor accepts that Job. Declining Jobs does not breach this Agreement and will not, of itself, affect the Contractor’s standing to receive future offers.

Once a Job is accepted, the Contractor is responsible for completing it (or arranging for it to be completed under clause 4) and for rescheduling or cancelling directly with the affected Customer or HelloTech as early as reasonably practicable.

4. Right to delegate and subcontract

Genuine right to delegate. The Contractor may delegate, subcontract or assign the performance of all or part of any accepted Job to other suitably qualified Personnel. This is a genuine and unfettered right that goes to the substance of the engagement, not a mere formality. The Contractor need not personally perform the Services.

Where the Contractor uses Personnel, the Contractor:

• remains responsible to HelloTech for the performance of the Services and for the acts and omissions of its Personnel as if they were the Contractor’s own;
• must ensure each delegate is appropriately skilled, has passed the background-check and verification standards in clause 8, and is bound by confidentiality and other obligations no less protective than this Agreement; and
• is responsible for paying its Personnel and for all of their tax, superannuation, insurance and workers’ compensation obligations.

Notice, not permission. So that HelloTech can meet its safety, identity-verification and Customer-security commitments, the Contractor will notify HelloTech of the identity of any delegate before that delegate attends a Customer’s premises. HelloTech may decline a particular delegate only on reasonable safety, vetting or qualification grounds; HelloTech will not unreasonably interfere with the Contractor’s right to delegate.

5. Fees and invoicing

HelloTech will pay the Contractor the fees set out in the Schedule or otherwise agreed for each completed Job. Fees are calculated by reference to the Job result, not an hourly wage, save where a per-hour rate is expressly agreed for a Job.

The Contractor will render a tax invoice (compliant with GST law if the Contractor is registered) for completed Jobs. HelloTech will pay correctly rendered invoices within 14 days. Alternatively, the parties may use a recipient-created tax invoice (RCTI) arrangement where separately agreed in writing under HelloTech’s RCTI Agreement.

Superannuation. The fees are inclusive of, and the Contractor is responsible for, the Contractor’s own superannuation. The parties intend that, given the Contractor’s genuine right to delegate (clause 4), the provision of the Contractor’s own substantial equipment (clause 6) and the Contractor’s assumption of business risk (clause 7), this is not a contract wholly or principally for the labour of the Contractor for the purposes of section 12(3) of the Superannuation Guarantee (Administration) Act 1992 (Cth). If despite this any superannuation guarantee liability is found to arise, the parties will deal with it under the paragraph below.

Where HelloTech is required by law to make a superannuation contribution in respect of the Contractor, the agreed fee is taken to be inclusive of that amount to the extent permitted by law, and HelloTech may make the required contribution and reduce the cash component of the fee accordingly.

The Contractor bears the cost of rectifying defective work at the Contractor’s own expense (see clause 7), is responsible for the Contractor’s own expenses, vehicle, travel and tools, and is not reimbursed except where expressly agreed in writing for a particular Job.

6. Equipment and tools

The Contractor provides, at the Contractor’s own cost, the substantial tools, equipment, vehicle, software, mobile device and consumables needed to perform the Services. HelloTech does not supply these.

Any access credentials, booking app, or HelloTech-supplied materials are provided only to coordinate Jobs and remain HelloTech’s property; they are not “equipment” for performing the Services and must be returned or disabled on termination.

7. Risk, rectification and indemnity

Acknowledgement of risk. The Contractor acknowledges and accepts that providing on-site and remote technical services carries real commercial, safety and financial risk, including risk of: damage to a Customer’s property, devices or data; personal injury to the Contractor, the Contractor’s Personnel, a Customer or a third party; loss of or unauthorised access to data; electrical, working-at-height, manual-handling and travel hazards; and liability to Customers for the quality or outcome of the Services. The Contractor bears these risks as principal of its own business.

Rectification at own cost. If the Services are defective or not performed to the agreed standard, the Contractor must, at the Contractor’s own expense and liability, re-perform or rectify the Services. This rectification liability is a genuine commercial liability of the Contractor, not a notional one.

The Contractor is liable for, and indemnifies HelloTech and its officers, employees and agents against, all loss, damage, cost, expense, claim or liability (including reasonable legal costs) arising out of or in connection with:

• any act, omission, negligence or default of the Contractor or its Personnel in connection with the Services;
• any breach of this Agreement, including any breach of confidentiality, privacy or the obligations in clauses 8, 10 and 11;
• any damage to property or device, loss of or damage to data, or personal injury caused by the Contractor or its Personnel; and
• any claim that the Contractor or its Personnel is an employee of HelloTech, or any tax, superannuation, leave or workers’ compensation liability arising from such a claim, to the extent it results from the Contractor’s own representations or conduct.

The Contractor’s liability under this clause is reduced proportionately to the extent the loss is caused by HelloTech’s own negligence or wilful default. Nothing in this Agreement limits a liability that cannot be limited by law.

8. Background checks, identity and verification

Vetting. The Contractor warrants that the Contractor (and each delegate) has the right to work in Australia, holds any licence, permit or qualification required by law to perform the Services, and will provide evidence of identity, a current National Police Check (issued within the last 12 months) and any other reasonable verification HelloTech requires for Customer safety. HelloTech may decline to offer Jobs where this is not satisfied.

Photo identification (Customer security). The Contractor agrees to carry and present, on request, photo identification confirming that the Contractor is attending on behalf of HelloTech for the booked service. This is for Customer security and verification purposes.

This identity-verification obligation is a reasonable security requirement to confirm the right person is at the Customer’s door. It is separate from, and operates independently of, the optional branded apparel in clause 9, and does not require the Contractor to wear any HelloTech-branded clothing.

9. Branded apparel (optional)

HelloTech makes branded apparel (polo shirt and lanyard) available to the Contractor at no cost, to assist Customers in identifying service representatives attending on HelloTech’s behalf. Use of the apparel is at the Contractor’s discretion and is not a condition of engagement. The Contractor remains free to determine their own attire when providing the Services.

10. Confidentiality, data and privacy

The Contractor must keep all Confidential Information strictly confidential, use it only to perform the Services, and not disclose it to any person except Personnel who need it and are bound by equivalent obligations.

Customer data. The Contractor must handle all Customer data and devices lawfully and in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and must comply with HelloTech’s Privacy Policy, Data Security Policy and Customer Device Handling SOP. The Contractor must not copy, retain, transmit or access Customer data except as strictly necessary to perform the booked Job, and must not access personal, financial or private files beyond the scope of the Job.

The Contractor must immediately notify HelloTech of any actual or suspected data breach, loss of a device, or unauthorised access involving Customer information, and cooperate with HelloTech’s response. This clause survives termination.

11. Non-solicitation

Customers. To protect HelloTech’s legitimate business interests in its Customer connections and goodwill, the Contractor must not, during the engagement and for the period stated below, directly or indirectly solicit, canvass, approach or accept an approach from any Customer whom the Contractor serviced or learned of through HelloTech, for the purpose of providing services of the kind HelloTech provides, otherwise than through HelloTech.

Personnel. The Contractor must not, for the same period, solicit or entice away any HelloTech staff member or other HelloTech contractor with whom the Contractor had dealings, to leave or reduce their engagement with HelloTech.

Minimum period: 12 months (cascading). The restraint in this clause applies for whichever of the following periods after the engagement ends is valid and enforceable, the parties intending the periods to operate separately and the longest enforceable period to apply: (a) 12 months; (b) 6 months; (c) 3 months. The parties record that the minimum period HelloTech seeks to enforce is 12 months.

Reasonableness and severance. Each restraint is a separate and severable obligation. The parties agree the restraints are reasonable and necessary to protect HelloTech’s Customer connections and confidential information. The parties acknowledge that under the Restraints of Trade Act 1976 (NSW) a court may read down any restraint to the extent necessary to make it reasonable. If any restraint is held unenforceable, it is to be read down or severed to the extent necessary, and the remaining restraints continue. This clause does not prevent the Contractor from competing generally or from working for other clients.

12. Intellectual property

Assignment. To the extent the Contractor creates any material in performing the Services (for example configuration files, documentation, scripts or reports prepared for a Customer or HelloTech), the Contractor assigns to HelloTech, by way of present assignment of both present and future Intellectual Property Rights, all such rights in that material upon its creation. The Contractor will do all things reasonably necessary to give effect to this assignment.

The Contractor consents (and will obtain its Personnel’s consent) to HelloTech and its Customers using that material in ways that might otherwise infringe moral rights, to the extent permitted by the Copyright Act 1968 (Cth). The Contractor’s pre-existing materials remain the Contractor’s, but the Contractor grants HelloTech a licence to use them so far as needed to enjoy the Services.

13. Insurance

Contractor must hold insurance. The Contractor must take out and maintain, at the Contractor’s own cost, for the duration of this Agreement and for 12 months after it ends, current and adequate insurance with a reputable insurer, including at least:

• public liability insurance of not less than $10,000,000 for any one occurrence, covering on-site work at Customer premises and damage to Customer property;
• professional indemnity insurance of not less than $1,000,000 (or such cover appropriate to the technical Services performed), where reasonably available;
• where the Contractor engages any worker (including under clause 4), workers’ compensation insurance as required by law; and
• where the Contractor uses a vehicle for the Services, current motor vehicle insurance.

The Contractor must provide certificates of currency on request and must notify HelloTech promptly if any required policy is cancelled, lapses or is materially altered. Maintaining insurance appropriate to the Contractor’s own business is a condition of being offered Jobs and is consistent with the Contractor operating an independent business that carries its own risk.

HelloTech may (but is not obliged to) make occupational accident or similar cover available to contractors; any such cover does not replace, and does not relieve the Contractor of, the obligation to hold the insurance required by this clause.

14. Term and termination

Either party may terminate this Agreement for convenience by giving 14 days’ written notice. Termination does not affect any Job already accepted, which must be completed unless otherwise agreed.

Either party may terminate immediately by written notice if the other party commits a material breach that is not remedied within 7 days of notice, becomes insolvent, or (in HelloTech’s reasonable view) the Contractor poses a risk to Customer safety, fails a verification requirement, or loses a required licence or insurance.

On termination the Contractor must return or securely delete all Confidential Information and HelloTech property and cease holding out any association with HelloTech. Clauses 7, 10, 11, 12 and 15 survive termination.

15. General

No authority. The Contractor must not hold itself out as an employee, partner or agent of HelloTech, incur any liability on HelloTech’s behalf, or make any representation or warranty to a Customer on HelloTech’s behalf beyond what HelloTech authorises in writing.

Compliance with laws and policies. The Contractor must comply with all applicable laws in performing the Services, including work health and safety, consumer, privacy and licensing laws, and with HelloTech’s Contractor Code of Conduct and related policies as updated from time to time.

Assignment. The Contractor may delegate performance under clause 4 but may not assign this Agreement as a whole without HelloTech’s written consent. HelloTech may assign or novate this Agreement to a related body corporate or purchaser of its business.

Entire agreement; variation. This Agreement is the entire agreement between the parties about its subject matter and supersedes prior arrangements. It may be varied only in writing signed by both parties (or by HelloTech giving reasonable written notice of an update to platform or operational terms that do not reduce the Contractor’s substantive rights).

Severance. If any provision is invalid or unenforceable, it is to be read down or severed to the minimum extent necessary, and the rest of the Agreement continues.

Dispute resolution. Before commencing proceedings (other than for urgent relief), the parties will attempt in good faith to resolve any dispute by discussion and, failing that, by mediation.

Governing law. This Agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.

Independent advice. The Contractor confirms it has had the opportunity to obtain independent legal and financial advice before signing and enters this Agreement freely as principal of its own business.

Acknowledgement

By signing the Schedule below, the Contractor confirms that the Contractor has read and understood this Agreement, accepts the risks described in clause 7, holds (or will hold before accepting any Job) the insurance required by clause 13, and agrees to be bound by these terms as an independent contractor.

Schedule: Contractor details and signatures

Part A: Contractor details

When the Contractor signs, the Schedule records the following details (completed by the Contractor):

• Contractor name or entity
• ABN
• Trading or business name
• Address
• Email and phone
• Agreed fees (per Job or rate card)
• GST registered? (Yes or No)
• Public liability insurer and policy number
• Professional indemnity insurer and policy number
• Police check date

Part B: Signatures

The Schedule is signed by an authorised representative of HelloTech and by the Contractor (or, where the Contractor is a company or trust, by a person authorised to sign on behalf of that entity). Each party records their name, position or entity, and the date of signing.

Contact

This Independent Contractor Services Agreement is governed by the laws of New South Wales, Australia. HelloTech Australia Pty Ltd (ABN 21 675 579 674). Version 1.0, effective 3 June 2026. This is the current version and supersedes all earlier versions.