8. Quotes & Project Agreements

To summarise: our quoting tool in Able helps you design, price and offer quotes to your Clients, and agree on project terms with your Client. To ensure everything works smoothly all programs must be quoted and signed off through our Platform.

8.1. Project Quotes

Project Owners and Clients must enter into a Quote for each Project on our Platform.

You acknowledge and agree that:

8.1.1. You will use Able to design, draft and cost the Quote & setup the Project;

8.1.2. You will solicit a request by a Client to purchase your Project that includes the Quote;

8.1.3. You understand and acknowledge when Clients sign-off on a Quote and confirm or submit an Order these actions will initiate a range of automated workflows in the Platform designed to ensure the Project moves to a delivery stage and that scheduling, payments and other workflows happen correctly. To ensure these processes are tracked and initiated properly we need all Clients to sign-off on Quotes through our online system.

8.1.4. You will not begin work on the Project before the Client has signed the Quote, and you agree to use your best efforts to achieve this goal before you or any other members of the Project Team deliver any related work to the Client;

8.1.5. You agree variations to the Quote after the Quote has been signed-off by the Client must be repriced and a new Quote signed by the Client (a “Scope Variation”);

8.1.6. You agree that if you provide a Project to a Client without a Quote & Project Agreement being first signed by the Client, we may not be able to charge a Client for the work or pay you any Partner Fees for the work delivered by you; and also that we may terminate your Agreement with us for that reason.

8.1.7. Depending on your team permissions you may be able to design Quotes and sell Projects under a different Team. You acknowledge and agree you will not form Project Agreements between the other Partner (or us) and the Client, without the other Partner (or our) written consent. In the case where you are doing this under our Team (eg. in a tender) our business development team will help you draft the proposal and quote and charge you our Proposal Support Fee.

8.2. Project Owners & Project Agreements

As standardised in Able, each Quote and related Project includes a legal agreement between the Project Owner & the Client (a “Project Agreement”). The Project Owner may vary, and may be you or another Partner. You acknowledge and agree that, where you are the Project Owner:

8.2.1. You & Client: your dealings with the Client are facilitated by our Platform Services to you, such as we invoicing the Client on your behalf; and, although we may engage with your Clients directly as provided by this Agreement, we are providing the Platform Services to you, and you are providing the Partner Services to your Clients.

8.2.2. Project Owner & Client: when the Project Agreement is between another Partner & the Client, you are providing the Partner Services to the other Partner, and we are providing the Platform Services separately and simultaneously to you and to the Project Owner (the other Partner). 

NOTE: If we are the “Project Owner” for any project and you are engaged by us to assist to deliver services to our clients, then we will have a separate Statement of Work (a “Component Task Contract”) with you for that purpose. In this case the Project Agreement is between Us & the Client, we are providing the Platform Services & Components to the Client, and you are providing the Partner Services to us. This agreement concerns only our supply of Platform Services to you and your interactions with other Partners. In this case we will generally use the model "Client Project Agreement" as published on our website, or unique terms set by the Client & us (eg. a government tender).

8.3. Project Agreements & our model Client Project Agreement

If you are a Project Owner, you agree to enter into a written Project Agreement with the Client for each Project for which you use our Platform. We will provide you with a model, standard Project Agreement for this purpose, which can be accessed on the Platform (“Client Project Agreement”).

You acknowledge and agree that:

8.3.1. Direct Client-Partner Relationship: If you and Client decide to enter into a Project, the Project Agreement is a contractual relationship directly between you and the Client.

8.3.2. Discretion on Project Terms: You and the Client have complete discretion both with regard to whether to enter into a Project with each other and also with regard to the terms of your Project Agreement. Clients and Partners may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) but you promise that any such agreements will not conflict with, narrow, or expand Integral’s legal rights or obligations under this Agreement or otherwise.

8.3.3. Integral not Party to Project Agreement: You acknowledge, agree, and understand that Integral is not a party to your Project Agreement with the Client, and that the formation of the Project Agreement in itself will not, under any circumstance, create an employment or other service relationship between Integral and you, or any Partner, or any partnership or joint venture between Integral and you, or any agreement between us and the Client.

8.3.4. Optional Client Project Agreement: You may use our model standard Client Project Agreement, in whole or in part, or agree to different or additional terms for your Project Agreement, and the terms should be adjusted and/or supplemented as you deem appropriate. The use of our model standard document or any parts of it does not make Integral or any affiliate of Integral a party to the Project Agreement.

8.3.5. Disclaimer and Release: Integral does not assume any responsibility for any consequences of you using the model standard Client Project Agreement. The model document is not intended to and does not: (a) constitute legal advice, (b) create a lawyer-client relationship, or (c) constitute advertising or a solicitation of any type. The model document is provided as a sample only and may not be appropriate for all jurisdictions or all situations. You must exercise your own judgment in deciding to use the model document, and you are responsible for complying with any legal requirements that apply to you. You acknowledge that every Client’s situation is highly fact-specific, and that the correct legal requirements for your agreement with the Client may vary by situation and jurisdiction. You should seek legal advice to ensure your contract with the Client is correct. Integral expressly disclaims any and all liability for the contents of the Project Agreement as made between you and the Client, although we have used our best endeavours to ensure that the model standard document is correct, and you hereby release us from that liability.

11. Client Relationships, Referrals & Non-Circumvention

To summarise: we encourage healthy collaboration, communication, and competition in our Partner Community. We also encourage you to reward other Partners that have introduced you to a Client by paying them a Referral Fee. And we expect you to keep Client relationships formed through our Platform on our Platform.

11.1. Collaboration, Communication & Competition

You acknowledge and agree that:

11.1.1. Client relationships are not exclusionary and that Partners may communicate with, maintain relationships with, offer Services to, and sell to all Clients who we & other Partners deal with.

11.1.2. We allow multiple Partners to use our Platform to offer multiple competing Proposals to the same Client, for the same Client opportunity. Our own Business Development team may also, coincidentally, offer competing Proposals to the same Client.

11.1.3. However, we will never share information about your Clients, Proposals, Quotes or Projects with our Business Development team or other Partners, or use that information to our own advantage, without your prior consent .

11.1.4. You agree that we do not have a conflict of interest by allowing multiple competing Partners to use the Platform, as we promise not to favour one Partner over another, or our own Business Development team over you, in such a situation, and that it does not detract from our responsibilities to you under this Agreement.

11.2. Client Referral Fees

11.2.1. We will encourage an open, transparent, trust-based system that encourages Partners to collaborate on Client relationships, and which recognises & rewards Partners that have pre-existing Client relationships that are passed on to other Partners.

11.2.2. We encourage recognition & reward of pre-existing Client relationships and the introduction of a Client by one Partner to another that leads to new Projects, and encourage Partners to providing a share of the new Project’s value with the originating person or Partner, using the Splits feature in Able (a “Referral Fee”).

11.2.3. You acknowledge and agree that the fair value of a Referral Fee depends on the circumstances. Therefore, Referral Fees will be handled at the discretion of the person creating the new Project on Able. However, we recommend a Referral Fee between 5% to 20% of the Project value.

11.2.4. You acknowledge and agree to use Referral Fees to recognise pre-existing Partner/Client relationships and reward introductions of a Client to you by another person or Partner that lead to new Project for you.

11.3. Non-Circumvention

11.3.1. Non-Circumvention Period: You acknowledge that the value of our Platform & Partner Community rests in being a thriving marketplace for Clients and Partners. You acknowledge and agree that a substantial portion of the compensation we receive for providing the Platform Services is collected through the Platform Fee. We collect the Platform Fee when a Client and a Partner pay and receive payment through the Platform. Therefore, for 24 months from the time you enter into this Agreement (the “Non-Circumvention Period”), you agree to use the Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with any Client identified or matched through the Platform (an “Able Network Relationship”). For the avoidance of doubt, if you did not identify, and were not identified by, another party through the Platform, e.g. if you and Client worked together before being introduced or matched through the Platform, then the Non-Circumvention Period does not apply to you with regard to that Client. If you use the Platform as an employee, agent, or representative of a business, then the Non-Circumvention Period applies to all representatives of that business when dealing with that particular Client.

11.3.2. Network Fee: The non-circumvention obligation in clause 11.3.1 will not apply to you with respect to an Able Network Relationship if the applicable Client or you pays us a separate fee for facilitating the relationship (the “Network Fee”), including if you want to commence or continue working with any other Client who is an Able Network Relationship after termination or expiration of this Agreement. The Network Fee is computed as follows: the greater of (a) twenty thousand dollars ($20,000); or (b) the amount equal to 3 times (3x) fifteen percent (15%) of the anticipated Total Project Value to be earned by you from the Client Relationship for the next twelve months; or (c) the amount equal to 3 times (3x) fifteen percent (15%) of the Total Project Value earned by you from the Client Relationship in the prior twelve months.

11.3.3. Restrictions: Unless you pay the Network Fee, you agree not to circumvent the payment process managed by Able as part of the Platform Services. Without limiting the generality of the foregoing, You agree not to: (a) solicit or submit proposals to parties identified through the Platform to contract, hire, work with, or pay them outside the Platform; (b) accept proposals or solicit parties identified through the Platform to contract, invoice, or receive payment outside the Platform; (c) invoice or report on the Platform, or in a Network Fee request, a payment amount lower than that actually agreed between Users (including with respect to allocations between Project Fees and Expenses); or (d) refer a User identified on the Platform to a third-party who is not a User of the Platform Services for any purpose, including making or receiving payments in such a manner that we do not receive the Platform Fee. You shall notify us immediately upon becoming aware of a breach or potential breach of this clause.

12. Our Platform Fee, Partner Fees & Payouts

To summarise: when you deliver a project on our Platform we’ll help you split the project revenue amongst your project team, based on your roles, and payout your team fortnightly as you deliver the project. And we’ll charge a Platform Fee – a percentage of total program revenue.

12.1. Platform Fee

We will charge you a margin on the Total Project Fee specified in the Schedule 1 (Partner Form) for your use of the Platform, (the “Platform Fee”).

12.2. Partner Fee Split Formula

Where more than one Partner is involved in a Project, we will distribute Partner Fees based on a Partner Fee Split Formula (or “Spilts”) agreed for each Project, Program and Component on our Platform that you have a Role on (a portion of the Total Project, Program and Component fee charged to a Client). By accepting a Role, Component or task on our Platform, you agree to the Splits applying to that specific Project, Program or Component.

NOTE: For example, as the Project Owner, you may receive 10% of the Total Project Fee paid to you in fortnightly pro-rata increments as the Project is delivered; or as a coach you may receive 50% of the session fee charged to the Client for that specific coaching Component in the fortnight the session is delivered to the Client.

12.3. No Deduction of Superannuation and Income Tax

Except as provided by clause 4.7 above (Additional Platform Services We May Provide), we will not pay any income tax or superannuation contributions on your behalf including for any of your Team Members, and we will pay your Partner Fees to you in full without those or any other deductions being made.

12.4. No Other Entitlements

You acknowledge and agree that the Partner Fees are your full share of the revenues we collect from Clients (as part of our Platform Services to you) for your sales of Client Services and Products, and that neither you nor any of your Team Members will be entitled to claim any additional entitlements or payments from us.

12.5. Partner Fee Payment Process (“Payouts”)

You agree that:

12.5.1. We process Partner Fee Payments (“Payouts”) every two weeks (Fortnightly) for a two-week period of delivered project activity, starting on a Monday and ending on a Sunday (the “Payout Period”). The Payout to you is then made fourteen (14) business days (approximately 2.5 weeks) after the last Friday of the Payout Period (the “Payout Date”). For example, you deliver coaching & facilitation services in the period 1 to 14 May 2023 (the “Payout Period”); we will then Payout these activities by Thursday the 1st June 2023 (the “Payout Date”).

12.5.2. The Partner Fees, less any applicable disbursements, will be distributed to you, in arrears on the Payout Date, by direct deposit to a financial institution account nominated by you in the Partner Form or as specified in your profile in Able.

12.5.3. Our Platform automatically calculates your share of Partner Fees based on Project tasks allocated to you in our Platform for the Payout Period, the Splits on the Project Quote, Project Support Services on the Project and any fees associated with your Partner Agreement type.

12.5.4. For some activities, you may need to confirm in Able (through a check box or similar feature) that the relevant work has been delivered or completed in the appropriate Payout Period in order to activate the distribution of your Payout. In cases where you have not affirmatively acknowledged the delivery of the Services to the Client that you are responsible for, we may delay the Payout until the delivery is confirmed.

12.5.5. On the last Friday of the Payout Period, we will send you a notification via email outlining your Partner Payout for the applicable Payout Period. At any time you can also review your Payouts, past and future, in Able.

12.5.6. You have until Monday 5pm Australian Western Standard Time (“AWST” or General Mean Time +8), six (6) business days after the Payout Period ends, to notify us of any discrepancies or to dispute the Payout. This also provides you time to confirm the delivery of the Services to the Client that you are responsible for. For example, you deliver coaching & facilitation services in the 1 to 14 May Payout Period; we then require you to review & confirm the delivery of these services by Monday, 22nd May.

12.5.7. If you dispute the Payout, we will liaise with you and, based on such liaison, we may provide amended Payout details to you via the Platform by the following Monday at 5pm AWST, eleven (11) business days after the Payout Period ends. In our example, we would respond & aim to resolve any errors or disputes by Monday, 29th May.

12.5.8. We will release all Partner Fee Payments by Thursday 5pm AWST for undisputed Payouts fourteen (14) business days after the Payout Period ends. We generally process Payouts on Tuesdays for Partners on Casual Agreements and Wednesdays and/or Thursdays for Partners on Partner Services Agreements. When public holidays occur, we may process Payouts prior to these dates. For example, you deliver coaching & facilitation services in the 1 to 14 May Payout Period, we will then Payout these activities by Thursday, the 1st June 2023.

12.5.9. Where we identify payment risks, errors, potential delays or where there are late payments of Project Fees by Clients, we may delay payments of Partner Fees until we receive the fee payments from Clients. For Projects where a Partner on a Partner Services Agreement is the Project Owner or Deal Owner we will delay Payouts until the Client has paid the related invoice (“Delayed Payouts”).

12.5.10. Both Parties agree that the making or acceptance by a Party of a Payout does not constitute an admission that the Payout is correct or that the relevant Products and/or Client Services were delivered and logged in the Platform in accordance with this Agreement.

12.6. Late Payment Processing Fee

You agree that when we are required to rectify a Partner Fee or Payout in a Payout Period outside of the actual period during which the payment should have been made, due to an error or omission made by you, we may charge you a Late Payment Processing fee, at our sole discretion, to the value of five percent (5%) of the total amount to be rectified or amended, but never greater than $100 per transaction (“Late Payment Processing Fee”).

12.7. Exclusions from the Partner Fee Split Formula

Products & services provided by third-party providers will be excluded from the Total Project Fee and will not be subject to the Partner Fee Split Formula, but, if we are managing the provision of that product or service then we may charge an administration fee between 10% to 25% of the cost.

You agree that the following products & expenses will not be subject to the Splits:

12.7.1. General Expenses: such as software, entertainment, internet or phone calls.

12.7.2. Catering: such as any participant catering, coffees, lunches or other food and beverages.

12.7.3. Travelling Expenses: such as parking, public transport, petrol, car hire or flights.

12.7.4. Accommodation Expenses: such as hotels or other accommodation.

12.7.5. Room & Venue Hire: such as the hire of training, meeting or other such venues.

12.7.6. Professional Development: such as courses, learning materials or other training expenses.

12.7.7. Printing: such as printing, paper, toners, printing equipment, booklets or binding.

12.7.8. Diagnostics: third party diagnostics, profiles or surveys, such as PRINT, LSI etc.

13. Expenses, Refunds & Cancellations

To summarise: In general we won’t reimburse you for an expense unless it has been included in a Client-approved Quote, and if a Client cancels a Project and we haven’t collected the Client’s payment for it then you won’t be paid either. In other words, you incur expenses at your own risk.

13.1. Excluded Partner Expenses

You agree that you will not attempt to charge a Client, and we will not remit payment to you for any expenses incurred by you in providing Client Services, unless those expenses are included within a Client-approved Quote, including but not limited to expenses such as: computer, software, internet, phone, catering, travel, petrol, parking, accommodation, room & venue hire, professional development and printing, (“Excluded Partner Expenses”).

13.2. Agreed Partner Expenses

We may agree to reimburse you for or subsidise you for certain specified expenses, “Agreed Partner Expenses”, to facilitate your continued use of the Platform, provided that an Agreed Partner Expense must be agreed by us in writing in advance, and you must provide a proper record of the expense to us.

13.3. Cancellation and Rescheduling Fees

If a Project, Program or Component is postponed, rescheduled, cancelled or lapses, and is not delivered, in full or part, we may charge the Client a Cancellation Fee or a Rescheduling Fee (as defined in clauses “5.4 Cancellation Fees” and “5.5 Rescheduling Fees” of our model Client Terms & Conditions), and will pay out both fees as per the Splits. If you do not use our model Client Project Agreement and use your own Project Agreement you must have an equivalent clause to 5.4 and 5.5, unless otherwise agreed in writing.

13.4. Refunds

You agree that all Fees and charges collected from a Client by Integral will be non-refundable except as outlined in the Cancellation Fees in the model Client Terms & Conditions. We may decide in our absolute discretion to refund the Project Value back to the Client or waive the Cancellation Fee.

14. Taxes

We are responsible for and manage a number of taxes, and you are also responsible for paying certain taxes for you and your Team Members. These include:

14.1. Personal Income Tax: you acknowledge and agree that you are solely responsible for your and your Team Members’ income tax (PAYG) as well as any fines and levies that may arise.

14.2. Payroll Tax: within Australia we are responsible for state-based payroll tax for our employees, which does not include you or your Team Members, but you may independently be liable to pay payroll tax for your Team Members.

14.3. GST from Clients: within Australia we are responsible, as an invoicing entity, for charging and collecting Goods & Services Tax (“GST”) from Australian Clients and will include GST in Quotes and Invoices. You agree that we will do this as part of the Platform Services. Clients outside Australia do not pay us GST. You may independently be liable to pay collect and remit other taxes depending on what laws apply to you. It is your responsibility to understand and discharge your tax liability. You acknowledge and agree that we will manage GST receipts from Clients where we collect payments for your Partner Services delivered via our Platform, and you will manage all other relevant taxes yourself.

14.4. GST for Partners: you are responsible for your own GST registration and compliance. You must be registered for GST if legally required, and must include GST on your invoices to us. If we generate RCTIs for you, we will add GST to the RCTI.

14.5. Local Taxes: where applicable, we can also invoice for and collect and remit any local sales and other taxes to Clients located outside Australia, e.g. in regions such as the EU & UK (eg. VAT). You acknowledge that we do not provide you with taxation advice. If we believe it may be necessary to collect from a non-Australian Client any special tax, we will discuss that with you.

14.6. Tax Information: We collect tax identification information and report this to tax authorities when legally required to do so. It is your responsibility to provide accurate tax information to us as required by us from time to time to fulfil our legal obligations.

15. Reciprocal Incentive

To summarise: if you put more than five of your own projects on Able we’ll offer you $500 worth of new work for every $1,000 you pay in Platform Fees.

15.1. Subject to clause 15.6 below, the Reciprocal Incentive is a commitment by us to provide you with a reward for your use of the Platform in an amount calculated by reference to the Platform Fee you pay us.

15.2. To be eligible to receive the Reciprocal Incentive you need to:

1.2.1. Be the Project Owner of at least five (5) or more Projects.

1.2.2. Pay a Platform Fee equal to or greater than 10% of the value of each of the five Projects.

1.2.3. Be active on the Platform, i.e. delivered a Component, or created a Quote in the pior 60 days.

15.3. The value of the Reciprocal Incentive provided to you will be calculated as five percent (5%) of the Total Project Fees of all Projects you are Project Owner of, excluding the first two (2) Projects

15.4. The Reciprocal Incentive is cumulative and may be drawn down on as you accept work offered to you through our Platform, and that it is solely in our discretion to offer you a Reciprocal Incentive.

15.5. We will make our best effort to provide you with Components and work equal to the Reciprocal Incentive, but we cannot guarantee that all the tasks we offer will be acceptable to you.

15.6. You acknowledge and agree that, while we will endeavour to extend this incentive to you, you agree that we do not have a binding financial liability to do so.

15.7. We can provide the Reciprocal Incentive to you in any form we consider appropriate, including as a credit towards or discount on future Platform Fees, in-kind assistance, or something else.