(Last updated: 21 March 2020)

Introduction

Welcome to http://www.cavalryfreelancing.com (this ‘Website’). This Website is owned and operated by Cavalry Freelancing Pty Ltd (ACN 616 915 667) and its related bodies corporate (‘Cavalry Freelancing’, ‘us’ or ‘we’).

Any reference to ‘you’ in these Cavalry Freelancing Terms is a reference to ‘Client’ or ‘Freelancer’ depending on whether the Freelancing Services are being accessed by a Client or Freelancer.

These Cavalry Freelancing Terms, consisting of the:

  1. Website Terms of Use;
  2. Services Terms;
  3. General Terms;
  4. Privacy Policy; and
  5. Code of Conduct,

govern your access to and use of this Website, including any: (i) analysis, software, database, information, content or materials that are located on, form part of or available through or in connection with this Website (the ‘Website Material’); and (ii) the services provided through or in connection with the Website (‘Services’).

By accessing or using this Website or receiving the Services, you agree to these Cavalry Freelancing Terms. If you do not agree to these Cavalry Freelancing Terms, you must immediately cease using this Website and the Services.

By accessing this Website or using the Services, you consent to, and authorize, the collection, use and disclosure of your personal information in accordance with the Privacy Policy.

1. Website Terms of Use

Changes to these Website Terms of Use

Cavalry Freelancing may from time to time (with or without notice to you) amend or update these Website Terms of Use at its sole discretion. Accordingly, you should ensure that you regularly review them. The version of the Website Terms of Use applicable to your access to and use of this Website is the current version displayed on this Website at the time you access or use this Website. By continuing to access or use this Website after such changes, you are deemed to agree to be bound by such changes.

Different types of Users

Subject to these Cavalry Freelancing Terms, any person may be able to access or use certain sections of this Website via the internet without registering with or disclosing any personally identifying information to Cavalry Freelancing (an ‘Unregistered User’).

To make full use of the functionality of this Website, you will need to register with Cavalry Freelancing. There are two different types of registration (collectively referred to as ‘Registered Users’), namely, registration for: (i) Freelancers; and (ii) Clients. In limited circumstances a Freelancer may also be a Client (and vice versa).

Cavalry Freelancing is currently only open to residents of Australia, Singapore, New Zealand and companies that are registered businesses in Australia, Singapore and New Zealand. Cavalry Freelancing does not support companies or freelancers that reside in the EU.

Cavalry Freelancing may refuse any request for registration in its sole discretion and without providing reasons.

Unregistered Users and Registered Users are referred to collectively in these Cavalry Freelancing Terms as ‘Users’. Cavalry Freelancing may make varying levels of functionality available to different Users, depending on whether they are Unregistered Users or Registered Users, and depending also on the type of registration.

Registration

If you wish to become a Registered User, you must provide Cavalry Freelancing with certain true and correct information about yourself (the ‘User Registration Information’), as requested by the relevant registration page on this Website. User Registration Information requested by us may include, but is not necessarily limited to:

  • your full name and prefix (e.g. Mr or Mrs), so that we can identify you your photograph/s
  • your primary telephone number, so that we can contact you if there is a problem your postal address (business and/or home)
  • your email address, so that we can correspond with you electronically and administer your account (e.g. password resets)
  • credit card and account details
  • details of the company you represent and enter into the Website on behalf of (eg company name, address and contact details) and the title of your position at that company

You must promptly notify and update Cavalry Freelancing if any of your User Registration Information is erroneous or changes from time to time. By providing your contact details, you are deemed to agree to Cavalry Freelancing contacting you via such means.

Use of the Website Material

The Website Material is provided to you as a general guide only and must not be relied on by you or any other person as a substitute for appropriate professional and other advice tailored to your specific circumstances. Cavalry Freelancing grants you a revocable, non-exclusive, non-transferable, non- sublicensable, personal licence to download and use the Website Material solely for your own internal business purposes and in accordance with these Cavalry Freelancing Terms.

Intellectual Property Rights Generally

All intellectual property rights (including copyright, database rights and trade mark rights) subsisting in, relating to or arising out of, this Website, the Website Material or the Services are owned by and vest in Cavalry Freelancing (or its licensors). You acknowledge and agree these Cavalry Freelancing Terms do not transfer any right, title or interest in Cavalry Freelancing’s (or its licensors’) intellectual property rights to you.

Accurate information

You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by Cavalry Freelancing as soon as possible after any changes.

Submitted Materials

This Website may allow Users to submit or post information, content and materials (‘User Material’) to this Website and/or Cavalry Freelancing, for access and use by other Users and/or Cavalry Freelancing.

References in these Cavalry Freelancing Terms to ‘User Material’ do not include any User Registration Information, which is treated separately to User Material. Cavalry Freelancing does not necessarily review User Material submitted by Users and is not responsible for the form, content or accuracy of any User Material. Users should undertake their own due diligence to verify the accuracy of User Material.

If you choose to submit or post User Material, you must own or have the right to submit or post that User Material and it must not: (i) infringe any intellectual property right (including copyright, database right or trade mark right) of any person or be in breach of any legal duty owed to any person, such as a contractual duty or a duty of confidence; (ii) deceive or be likely to deceive any person; (iii) be used to impersonate any person (including Cavalry Freelancing or its representatives) or to misrepresent your identity or affiliation with any person; or (iv) be illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, encourage conduct that would be considered a criminal offence, give rise to civil liability, violate any law or be otherwise inappropriate.

You agree that Cavalry Freelancing may: (i) edit or delete your User Material; (ii) link your User Material to other material, including User Material submitted by other Users or material created by Cavalry Freelancing and/or other third parties; (iii) use your User Material for its business purposes, including to promote, market or advertise this Website and Cavalry Freelancing; and (iv) directly or indirectly commercially benefit from your User Material.

Cavalry Freelancing does not claim any ownership rights in your User Material, however, by submitting User Material you hereby grant Cavalry Freelancing an irrevocable, perpetual, worldwide, non-exclusive, royalty- free, to copy, modify, disclose, communicate to the public and otherwise use that User Material.

Cavalry Freelancing may, in its sole discretion, remove any User Material posted by a User for any reason.

Prohibited activities

You must not use this Website if you are aged under 18 years of age.

You must not submit, post, upload, email or otherwise send or transmit to this Website, Cavalry Freelancing or any User anything that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly to this Website. You must not interfere with this Website or the servers or networks underlying or connected to this Website or violate any of the procedures, policies or regulations of this Website or any networks connected to this Website. You must not impersonate any other person while using this Website, conduct yourself in an offensive manner while using this Website, or use this Website for any illegal, immoral or harmful purpose.

Confidentiality of user name and password

If you are a Registered User, you must not disclose your login user name or password for this Website to any other person. If such disclosure has or you believe that such disclosure may have occurred (whether intentionally or accidentally), then you must immediately inform Cavalry Freelancing. To the extent that the functionality of this Website does not already require Users to do so, you must change your password regularly.

Cessation of services

Cavalry Freelancing may (with or without notice to you) modify, restrict, prevent or withdraw your access to or use of this Website for any reason whatsoever or for no reason, including where Cavalry Freelancing believes that you are in breach of these Cavalry Freelancing Terms or other agreements or written guidelines you agree with us. Except for refundable fees you have advanced to us (if any), we are not liable to you for any modification or discontinuance of any of our Services and/or the Website.

Indemnity by you

You hereby indemnify and agree to hold harmless Cavalry Freelancing (and its officers, employees and representatives) against all losses, liabilities and costs (including legal expenses) sustained, incurred or suffered by Cavalry Freelancing (or its officers, employees or representatives) that arise directly or indirectly out of or in connection with: (i) your breach of these Cavalry Freelancing Terms or any other terms between us; (ii) your use of the Website or the Services; (iii) your negligence; (iiv) your violation of the rights of any third party;

  • any violation by you of any laws; or (v) a claim by another User or third party regarding your act or

Other websites

Cavalry Freelancing is not responsible for the policies and practices of internet websites operated by persons other than Cavalry Freelancing, even if you: (i) access them using links on this Website; or (ii) are directed or link to this Website using links on such websites, and we recommend that you carefully review the terms and conditions of use and privacy policy of every internet website you access or use.

Changes to this Website

Cavalry Freelancing may, from time to time and with or without notice to you, make changes to this Website.

Availability of this Website

This Website, the Website Material and the Services are provided on an ‘as available’ basis and Cavalry Freelancing is not liable if this Website, the Website Material or the Services are unavailable for any period. Cavalry Freelancing may, from time to time and with or without notice to you, temporarily suspend access to this Website, the Website Material and/or the Services or indefinitely close down this Website at any time.

Cavalry Freelancing does not represent, warrant or undertake that this Website, the Website Material or the Services will be error, defect, ‘bug’ or ‘virus’ free.

Accuracy of this Website

This Website, the Website Material and the Services are provided on an ‘as is’ basis and Cavalry Freelancing makes no representations, warranties or undertakings with respect to this Website, the Website Material or the Services, including as to the currency, accuracy or completeness of this Website, the Website Material or the Services.

Data scraping/mining

You must not engage in, or authorise any third party to engage in, any process of data scraping or data mining in relation to this Website or any content, information or materials contained on this Website. You must only use the content, information and materials contained on this Website for the purposes of the Services.

Disclaimer

You use the Website and the Services solely at your own risk. We don’t control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our Services or verify the identity of our users.

Except to the extent that the same may not be excluded or limited as a matter of applicable law, Cavalry Freelancing excludes all implied representations, warranties, guarantees, terms and conditions of any kind whatsoever (whether implied by common law, statute or otherwise) to the fullest extent permitted by applicable law (including any implied representations, warranties, guarantees, terms or conditions that this Website, the Website Material or the Services are of satisfactory quality or fit for their purpose).

Cavalry Freelancing has no obligation to any User to assist or involve itself in any way in any dispute between Users.

Authority

Each User represents and warrants that it has the authority to act on behalf of, and bind, any organisation that it represents.

2. Services Terms

Cavalry Freelancing provides services (‘Facilitation Services’) through this Website to assist:

  1. companies or businesses (‘Clients’) who are looking to engage freelancers (‘Freelancers’) to provide certain services to those Clients to:
    – conduct a search process for Freelancers, including advertising and recruitment services when requested by the Client;
    – interact or engage with Freelancers in respect of the services to be provided; and
    – collaborate with Freelancers on Projects (defined below); and
  2. Freelancers seeking to offer services to Clients to interact with, be engaged by and provide services to Clients, including collaborating with Freelancers on Projects (‘Freelancing Services’).

The nature of the services provided by Freelancers will depend on the requirements of a Client, but may include projects, conference calls, face-to-face meetings, project and assignment work, speaking engagements or other deliverables, research, advisory services or other professional work (a ‘Project’).

Engagement models

Through the Website, Clients may engage Freelancers under one of the following engagement models:

1. Engagement Model

Client engages the Freelancer as a contractor. Client enters into an agreement directly with the Freelancer for the Freelancing Services, and the terms of the contract for the Freelancing Services are exclusively between the Client and the Freelancer.

2. Your Payroll Model

Client engages the Freelancer as an employee. Client enters into an agreement directly with the Freelancer for the Freelancing Services, and the terms of the employment for the Freelancing Services are exclusively between the Client and the Freelancer.

3. Cavalry Payroll Model

Cavalry Freelancing’s affiliate, Cavalry Payroll Pty Ltd (ACN 639 000 801) (‘Cavalry Payroll’) engages the Freelancer as an employee for the Freelancing Services to work under the Client’s day to day direction under these Cavalry Freelancing Terms and their Employment Agreement with Cavalry Payroll.

The Client is responsible for ensuring the suitability of the Freelancer and for conducting screening, including background checking and verifying the Freelancer’s working rights and restrictions. Cavalry Freelancing may assist the Client with conducting screening for additional fees.

If you select the Cavalry Payroll Model, you will be entering into these Cavalry Freelancing Terms with Cavalry Freelancing’s affiliate, Cavalry Payroll Pty Ltd (ACN 639 000 801) (‘Cavalry Payroll’), and all references to “Cavalry Freelance” in these Cavalry Freelancing Terms are replaced with “Cavalry Payroll”.

Cavalry Payroll holds the following insurances in relation to the Freelancing Services under the Cavalry Payroll Model:

  • Employer’s workers compensation insurance with a minimum limit as specified under the applicable laws;
  • Public indemnity insurance with a minimum limit of twenty million dollars ($20,000,000); and
  • Public liability insurance with a minimum limit of twenty million dollars ($20,000,000).

Outcome of the Services

You acknowledge and agree that this Website’s function is to connect Freelancers with Clients and that this Website does not offer an ‘end to end’ solution. Freelancers and Clients will need to undertake the necessary work to progress, finalise and perform their engagement/s themselves. We recommend that Freelancers and Clients each seek their own independent legal and professional advice before entering into any agreement with each other, or with Cavalry Freelancing. Freelancers and Clients should also independently verify the identity and suitability of, and information about, the other party before entering into any binding agreement.

Contractor Invoice Model and Your Payroll Model

Under the Contractor Invoice Model and Your Payroll Models, Cavalry Freelancing provides a platform for enabling Freelancers and Clients to interact, and enter into a direct arrangement, with each other. Cavalry Freelancing makes no representation as to, and accepts no liability for, the quality, outcome or result of the Services, or the acts or omissions of Freelancers or Clients.

Cavalry Payroll Model

Under the Cavalry Payroll Model, Cavalry Freelancing provides to the Client the Freelancer to work under the Client’s day to day direction. Cavalry Freelancing’s responsibility is limited to arranging for the Freelancer to be available to the Client. The Client is responsible for verifying the skills, experience and other information shared by the Freelancer with the Client, including information posted on the Website from time to time. Cavalry Freelancing makes no representation as to, and accepts no liability for, the quality, outcome or result of the Services, or the acts or omissions of Freelancers or Clients. [Note to Cavalry: our Dispute, Resolution and Litigation team are checking this provision. You can proceed on the basis that its fine and we will let you know if any changes are recommended]

Intellectual Property in Projects

Some of the Projects will allow or require the Freelancer to provide deliverables or content to the Client (‘Freelancer Content’).

Contractor Invoice Model and Your Payroll Models

In relation to the Contractor Invoice Model and Your Payroll Models, unless otherwise agreed between the Freelancer and the Client in writing, the Freelancer retains ownership of all intellectual property rights in the Freelancer Content.

In the absence of any specific written agreement between the Freelancer and the Client, the Freelancer hereby grants such rights to the Client in relation to the intellectual property in the Freelancer Content as necessary to enable the Client to receive the benefit of the Project. The Client’s requirements in this regard are to be communicated to the Freelancer prior to the Freelancer commencing any Project with the Client. 

Cavalry Payroll Model

In relation to the Cavalry Payroll Model, the Freelancer hereby assigns to Cavalry Freelancing all intellectual property rights in the Freelancer Content, on and from creation.

Unless otherwise agreed between the Cavalry Freelancing and the Client in writing:

  1. Cavalry Freelancing retains ownership of all intellectual property rights in the Freelancer Content; and
  2. Cavalry Freelancing hereby grants such rights to the Client in relation to the intellectual property in the Freelancer Content as necessary to enable the Client to receive the benefit of the Project. The Client’s requirements in this regard are to be communicated to the Freelancer prior to the Freelancer commencing any Project with the Client.

Cavalry Freelancing is not responsible for any Freelancer’s or Client’s use of or misappropriation of any intellectual property rights, regardless whether it occurs in the course of the Freelancer providing services under these Cavalry Freelancing Terms or in the use of its Client’s website, including any blog or social media sites such as LinkedIn, Facebook or Twitter. Except as otherwise specified in these Cavalry Freelancing Terms, any agreements or disputes regarding intellectual property rights in Freelancer Content shall exclusively be between the Freelancer and the Client.

Fees

It is free to be registered on our Website as a Client or a Freelancer. For Clients, there are no fees connected to building a roster, messaging Freelancers or managing invoices. Freelancers are not charged any fee for the use of any aspect of the Website.

As between Clients and Freelancers, the rates for the Freelancing Services will be agreed by the Client and Freelancer, through the Website (‘Agreed Rate’).

Contractor Invoice Model and Your Payroll Model

Under the Contractor Invoice Model and Your Payroll Model, the Client pays the fees for the Freelancing Services (‘Freelancing Services Fee’) in accordance with the Agreed Rate directly to the Freelancer.

Cavalry Freelancing charges Clients a rate of 15% of the Freelancing Services Fee for the Facilitation Services (‘Facilitation Fee’). This is in addition to the Freelancing Services Fee.

Cavalry Payroll Model

Under the Cavalry Payroll Model, Cavalry Freelancing charges Clients who source freelancers from the Website a combined rate of 20% of the Freelancing Services Fee (14% of which is for the Facilitation Services and 6% of which is for services relating to payroll (‘Payroll Services’). This is in addition to the Freelancing Services Fee. Payroll tax is included separately in the fees.

Cavalry Freelancing charges Clients who have sourced their own Freelancer the greater of $200 or a rate of 6% of the Freelancing Services Fee for the Cavalry Payroll Services. This is in addition to the Freelancing Services Fee.

The Client must pay the charges to Cavalry Freelancing within 30 days of the date of the invoice. The following fees (in addition to the above fees) apply for the following payment terms:

  • For payment between 31 days and 60 days from the date of the invoice, Cavalry Freelancing charges an additional 3.5% of the Freelancing Services Fee for the Cavalry Payroll Services, increasing the overall fee to 9.5%; and

If the client does not pay the invoice within payment terms outlined on the supplied invoice, Cavalry Freelancing will issue a revision of the invoice including increased fees including:

  • If the invoice payment terms is 30 days and the Client has not paid for over 30 days, Cavalry Freelancing charges an additional 5% of the Freelancing Services Fee for the Cavalry Payroll Services;
  • If the invoice payment terms is 30 days and the Client has not paid within the first 60 days, Cavalry Freelancing charges an additional 7.5% of the Freelancing Services Fee for the Cavalry Payroll Services;
  • If the invoice payment terms is 30 days and the Client has not paid within the first 90 days, Cavalry Freelancing charges an additional 10% of the Freelancing Services Fee for the Cavalry Payroll Services;
  • If the invoice payment terms is 60 days and the Client has not paid within the first 60 days, Cavalry Freelancing charges an additional 5% of the Freelancing Services Fee for the Cavalry Payroll Services;
  • If the invoice payment terms is 60 days and the Client has not paid within the first 90 days, Cavalry Freelancing charges an additional 7.5% of the Freelancing Services Fee for the Cavalry Payroll Services;

The Client and Cavalry Freelancing may agree on a discounted Facilitation Fee for an agreed period based on either:

  • a committed spend on Cavalry Freelancing fees during the same 12 month period; or
  • exclusivity on the placement of roles.

Despite the above, no Facilitation Fees apply to Freelancers that the Client has added to their roster prior to those Freelancers being registered on the Website or presented in a Gig Search result on the Website (‘Company Sourced Freelancers’).

Invoicing & Payments Process

Contractor Invoice Model

The Freelancer invoices the Client directly using the invoice feature on the Cavalry Freelancing’s Website for the Freelancing Services.

Cavalry Freelancing invoices Client separately for the Facilitation Services.

In relation to the invoice issued by the Freelancer:

  1. The Freelancer is responsible for creating and sending invoices to the Client through the Website. If the Freelancer charges the Client a daily rate or is engaged on a day-to-day basis, the Freelancer must include in the invoice the number of days worked. If the Freelancer is engaged on a “fixed price” basis, the Freelancer must include in the invoice the total fees payable, a breakdown of the fees and any payment milestones or payment schedules.
  2. The Freelancer is required to include in the invoice any project variations or adjustments that may change the final invoice fee (e.g. expenses, sick leave, half days, non-billable time, overtime where agreed to be chargeable).
  3. The Freelancer is responsible for setting their own payment terms with the Client and representing them on their invoices. While the Cavalry Freelancing website adds 14 days payment terms by default to every Freelancer invoice, this can be edited.
  4. The invoice will then be sent by Cavalry Freelancing to the Client on behalf of the Freelancer after the Freelancer sends the invoice from the Website.
  5. If the Client does not approve or dispute the invoice within 7 days from the date Cavalry Freelancing sends the invoice to the Client, the invoice will be deemed to have been approved by the Client.
  6. If the Client, acting reasonably, raises a dispute in relation to the invoice within the above timeframe, the Freelancer must liaise with the Client and following this, either the Client must confirm the original invoice or the Freelancer must provide an amended invoice to the Client, via the

In relation to the invoice issued by Cavalry:

Approximately every fortnight Cavalry Freelancing will supply an invoice in relation to the fees that are payable under these Cavalry Freelancing Terms.

The Client must pay the amount invoiced by Cavalry Freelancing within 14 days of the date of an invoice.

If the Client does not approve or dispute the invoice within 7 days from the date Cavalry Freelancing sends the invoice to the Client, the invoice will be deemed to have been approved by the Client.

Your Payroll Model

Clients using the Your Payroll Model employ the Freelancer as a PAYG employee for the duration of the project. Freelancers are paid according to the Client’s pay cycles or via a schedule agreed between the Client and the Freelancer.

The Freelancer is are required to complete timesheets weekly using the timesheet feature on Cavalry Freelancing’s Website for the Freelancing Services.

The Client must approve weekly timesheets completed by the Freelancer using the timesheet feature on Cavalry Freelancing’s Website for the Freelancing Services.

Approximately every fortnight Cavalry Freelancing invoices the Client for the Facilitation Services as they relate to the approved Freelancer timesheets.

Clients must pay the amount invoiced by Cavalry Freelancing within 14 days of the date of an invoice issued by Cavalry Freelancing.

Cavalry Payroll Model

Freelancers are required to sign up to the Cavalry Payroll page on the Website and sign an employment agreement agreeing to be employed by Cavalry Payroll Pty Ltd as a casual employee on the terms and conditions set out in the employment agreement (which includes applicable terms from the Cavalry Freelancing Terms). They are required to complete timesheets each week using the timesheet feature on the Website for the Freelancing Services.

Cavalry Freelancing will invoice the Client about every two weeks based on Client approved freelance timesheets. The invoice will include Freelancer fees for Freelancing Services and Cavalry fees for Facilitation Services and Payroll Services. It will also include payroll tax based on the Australian State where the Freelancer resides.

Under the Cavalry Payroll Model, the Client pays the Freelancing Services directly to Cavalry Freelancing.

Every fortnight based on a common payroll schedule for all Freelancers employed by Cavalry Payroll Pty Ltd, Cavalry Payroll Pty Ltd will pay the Freelancer for the approved days worked over the previous two weeks. The net payment to the Freelancer has superannuation and any applicable taxes extracted.

Superannuation contributions will be paid into an eligible superannuation fund nominated by the Freelancer or in the absence of a nominated fund, into Cavalry Payroll Pty Ltd’s default superannuation fund.

Disputes around quality of work

Clients must inform the Freelancer and Cavalry Freelancing promptly if they aren’t satisfied with the quality, or any other aspect, of the services that the Freelancer has performed.

All such disputes must be resolved exclusively between the Freelancer and the Client. As stated above, Cavalry Freelancing accepts no responsibility or liability for the quality or the services provided by Freelancers, or the outcomes of such services. A dispute as to the quality of the services provided by Freelancers will not relieve a Client from its obligation to pay for the Services provided under these Cavalry Freelancing Terms.

Method of payment

Clients must make all payments due to Cavalry Freelancing via bank transfer, to Cavalry Freelancing’s nominated bank account.

Clients must pay Freelancers in Australia by either direct bank deposit or PayPal, or such other method as agreed between the Client and the Freelancer.

Clients must pay Freelancers outside Australia via PayPal, or such other method as agreed between the Client and the Freelancer.

Cavalry Freelancing reserves the right to impose additional and/or vary the fees payable under these Cavalry Freelancing Terms from time to time.

To the extent permitted by law, all fees payable under these Cavalry Freelancing Terms are non-cancellable and non-refundable.

If Cavalry Freelancing introduces a new service on this Website, the fees applying to that service will be payable with effect from the launch of the service.

All payments under or in connection with this Website must be made in the currency specified by Cavalry Freelancing or the Client at time of booking, unless otherwise agreed by the relevant parties.

Unless specified otherwise, all consideration payable under this Agreement in relation to any supply is exclusive of any applicable any goods and services or value added tax, or any similar turnover, sales or purchase tax or duty levied by any jurisdiction (including but not limited to any central, regional or local jurisdiction), and whether in Australia or internationally, including the goods and services tax imposed by the A New Tax System (Goods and Services) Act 1999 (Cth) (‘GST’).

Termination of Freelancing Services

The Client may terminate Freelancing Services early provided that the Client gives Cavalry Freelancing and the relevant Freelancer a notice of termination of Freelancing Services in writing as follows:

  1. for Freelancing Services during the first two days of the contract, same day notice in writing;
  2. for Freelancing Services with five days or less remaining on the services term, one day’s notice in writing; and
  3. for Freelancing Services with at least one week remaining on the services term, 2 days’ notice in

Additional Client and Freelancer terms

If you are a Client, you agree to comply with the additional terms and conditions contained in:

  • Attachment 1: Additional Client-specific Terms.

If you are a Freelancer, you agree to comply with the additional terms and conditions contained in:

  • Attachment 2: Additional Freelancer-specific Terms.

Attachment 1: Additional Client-specific Terms

Registering as a Client

You may join as a Client by registering via the Website and agreeing to the Cavalry Freelancing Terms.

Set-up and Scope of Projects

Once registered, you are free to search and request projects with Freelancers, through the Website. You acknowledge that Freelancers are free to accept or decline Projects at their discretion.

Freelancers are expected to accept or decline a Project within 2 business days and to adhere to the schedule and timeframes they agree with you and Cavalry Freelancing.

You must not procure, entice, solicit or induce or do anything which may cause a Freelancer to breach any of the Freelancer’s obligations under these Cavalry Freelancing Terms.

Authorised Users and Logins

You acknowledge and agree that only those of your employees who have been issued with a username and password access the Website (‘Login’). Such employees will be ‘Authorised Users’ and permitted to access the Website and/or the services on your behalf. Unless we agreed otherwise in writing, you must ensure that the Website and/or the Services are not used by any of your affiliates, subsidiaries, related bodies corporate, service providers or groups within your company or any third party.

You must ensure that all Authorised Users are aware of and strictly comply with the terms of this these Cavalry Freelancing Terms. You acknowledge and agree that you are responsible for any breach of this agreement by any of your Authorised Users and any other persons who gain access to the Website and/or the Services through you or your Authorised User’s Logins.

Client Conduct

You must act with the utmost professionalism and courtesy in your dealings with Freelancers and with Cavalry Freelancing.

Conflicts

You confirm that you shall not knowingly, intentionally or recklessly use the Website or the Services to access Freelancers who are employed by a company reasonably considered a direct competitor of yours or a direct competitor of your Clients, or, if applicable, one of your business units, actively managed portfolio companies, affiliates or subsidiaries or the Client you are acting on behalf of. You must not request nor proceed with any discussion with any such Freelancer.

Feedback

You acknowledge that where you provide us with feedback in relation to the Website or the Services, you hereby assign to us any intellectual property rights in the feedback, and we may use that feedback for any purposes, including, without limitation, to improve the functioning of the Website or the provision of the Services. We will not publish personal information provided by you in the course of you providing us feedback without your consent.

Limitations on Use

You must not ask Freelancers for advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning without first ensuring the Freelancer holds all necessary qualifications and you have the appropriate terms of engagement in place.

You may use and apply in your business the opinions and insights you obtain during Projects, but you may not identify or quote Freelancers or attribute insights or opinions to Freelancers or Cavalry Freelancing without the prior written consent of Cavalry Freelancing.

You may use Services only in strict accordance with these Cavalry Freelancing Terms, and you agree that you will not use Services to compete directly or indirectly with Cavalry Freelancing or any of its Services.

You agree that any written materials provided to you in connection with a Project or the Services are for your own use and you may not redistribute, disseminate, publish, or display such material, in whole or in part, to any third parties without the prior written permission of Cavalry Freelancing, except to your regulators and professional advisors on an as needed basis.

Non-Reliance

You understand and agree that: (a) Cavalry Freelancing will not assume any liability with respect to your interactions with any Freelancer; and (b) the knowledge and opinions of Freelancers is not ours, and we do not endorse them or any other information provided by any user.

Cavalry Freelancing is an independent contractor. The Freelancers introduced to you through the Website and/or Services are independent contractors. Nothing in this Project is intended to create a partnership, joint venture, agency or employment relationship with either the Client or our Freelancers. The terms on which you engage any Freelancer must state that: (a) the Freelancer is engaged by you and not Cavalry Freelancing; (b) the Freelancer is engaged as an independent contractor; (c) the engagement does not create a partnership, joint venture, agency or employment relationship between the Freelancer and Cavalry Freelancing; and (d) that the Freelancer has no claim against Cavalry Freelancing in respect of: (i) any fee or other amounts owing to the Freelancer as a result of their relationship with you; and (ii) any benefits provided by Cavalry Freelancing to its employees.

If any of the content, opinions or work provided to you by the Freelancer is to be relied upon by a third party, the Client shall indemnify and hold harmless, Cavalry Freelancing in respect of any damages claimed by any such third party in respect of reliance on any such work, content or opinions.

Client Responsibilities

In using the Services and at its own cost, the Client must:

  1. use clear, complete and accurate information to describe the project, brief or assignment;
  2. make all necessary enquiries and satisfy yourself as to whether the Freelancer meets your requirements and objectives, including in relation to your requirements in relation to the ownership of intellectual property rights in Freelancer Content;
  3. comply with any applicable laws; and
  4. in relation to an Engagement Model other than Cavalry Payroll Model, ensure the Freelancer has in place its own appropriate insurance policies, including professional indemnity insurance, public liability and/or workers’ compensation in respect of any Project.

Introductions and Non-Solicitation

Until the later of:

  1. 12 months after your account registration with Cavalry Freelancing ceases or expires; or
  2. 12 months after the end of your service term with the Freelancer that you, directly or indirectly, contact, approach or become aware of through Cavalry Freelancing, including the Website,

you, your employees, agents, representatives or related entities must not offer to employ, engage, solicit, induce, entice, or otherwise enter, or attempt to enter, into an arrangement with, any Freelancer other than through Cavalry Freelancing.

If you breach any of the above, Cavalry Freelancing may impose on you a fee equivalent to the fees that would otherwise have been paid had you engaged the Freelancer through Cavalry Freelancing.

This section applies in Australia and any other location where Freelancers and Clients of Cavalry Freelancing are located.

Introduction Fee to directly hire a Freelancer

If you would like to directly employ or engage a Freelancer sourced by Cavalry Freelancing, an Introduction Fee is payable to Cavalry Freelancing.

Except as otherwise agreed by the parties, our Introduction Fees are as follows:

  1. if the Freelancer is employed on a permanent basis, and prior to the Client employing the Freelancer on a permanent basis, the Freelancer had previously been engaged by the Client for:
    1. 3 months or less, then the Introduction Fees are 15% of the total projected first year remuneration package for the Freelancer (including base salary, superannuation, guaranteed bonus and any other benefits provided to the Freelancer) as calculated by Cavalry Freelancer;
    2. more than 3 months but no more than 6 months, then the Introduction Fees are 12% of the total projected first year remuneration package for the Freelancer (including base salary, superannuation, guaranteed bonus and any other benefits provided to the Freelancer) as calculated by Cavalry Freelancer;
    3. more than 6 months but no more than 12 months, then the Introduction Fees are 9% of the total projected first year remuneration package for the Freelancer (including base salary, superannuation, guaranteed bonus and any other benefits provided to the Freelancer) as calculated by Cavalry Freelancer; or
    4. more than 12 months, then the Introduction Fees are 6% of the total projected first year remuneration package for the Freelancer (including base salary, superannuation, guaranteed bonus and any other benefits provided to the Freelancer) as calculated by Cavalry Freelancer;
  2. if the Freelancer is engaged as a contractor, 15% of the total project first year of services fees, allowances and benefits payable under the contractor agreement; or
  3. if the Freelancer is employed on a casual basis, 15% of the wages paid to the Freelancer over a 12 month period.

With respect to the payment of Introduction Fees, Cavalry Freelancing will issue an invoice for the Introduction Fee upon the Freelancer or candidate accepting an offer from the Client. The Client must pay the Introduction Fee within 14 days of the invoice.

The Client and Freelancer must provide Cavalry Freelancing or its nominee with documents requested by Cavalry Freelancing to verify the above. Without limiting that and in relation to the Freelancer that the Client employed on a casual basis, the Client shall provide Cavalry Freelancing with a monthly report evidencing the number of hours worked and paid to the Freelancer for the prior month, by the second day of each month following the month the Freelancer’s casual employment commences.

Placing candidates into full time roles

The following terms only apply when Cavalry Freelancing is engaged by a Client to source and place candidates into full time roles.

1. ACCEPTANCE OF TERMS AND CONDITIONS

The interviewing or engagement of a candidate, or the passing to any other person or organisation of personal information pertaining to a candidate introduced to you by us, will be taken as your acceptance of the Cavalry Freelancing Terms. No variation can be made to these terms without the written consent of Cavalry Freelancing Pty Ltd.

2. ENGAGEMENT OF CANDIDATES

You must notify us immediately when an engagement with you is accepted by a candidate who we have introduced to your organisation. Once you agree to engage a candidate introduced by us for any

position within your organisation, even if the introduction is made indirectly, whether as an employee or in any other capacity, within twelve months of the initial interview, you agree to pay us an amount calculated in accordance with the fee schedule below.

3. ONWARD REFERRAL

Introductions are confidential. Should an introduction result in the engagement of a candidate, to any other division or any related or associated company or firm, or any other employer you will be liable to pay us a fee calculated in accordance with the fee schedule below, as if the candidate had been engaged by you.

4. SUITABILITY OF CANDIDATES

Whilst we will make every reasonable effort to ensure the suitability of candidates, we do not accept liability for any loss, expense, damage or delay arising in connection with a candidate irrespective of how they are caused. You will need to satisfy yourself that any medical or other qualification has been met by the candidate. The final recruitment decision rests with you

5a. FEE FOR SERVICE

The fee payable to Cavalry Freelancing Pty Ltd will be calculated at 15% of the candidate’s Total Remuneration Package including 9.5% Super (plus GST).

An example:

Total Remuneration Package – $90,000 plus 9.5% Super $8550, plus $12,500 Vehicle Allowance =

$111,050

Fee payable to Cavalry Freelancing Pty Ltd – 15% x $111,050 = $16,657.50 (plus GST)

5b. These fees are to be paid in the following manner:

  • Retained Assignments – where the Client has requested an exclusive service to seek candidates.

33% upon acceptance of the assignment (minimum of $2,000 plus G.S.T.) plus Seek Premium advertising costs for a minimum of 4 weeks

33% upon presentation of a short list.

The balance remaining upon the successful completion of the assignment.

  • Contingent Assignments – where the Client is seeking candidates but is not necessarily seeking an exclusive approach. These fees are to be paid on the commencement date of the successful candidate. We reserve the right to charge additional advertising costs at the beginning of the campaign on a 4 week
  • Exclusive Assignments and Contingent Assignments run for a maximum of 4 weeks. If the Client wishes to continue the Recruitment Campaign, a Continuation Fee will be payable based on advertising costs and further support from a talent

6. OUTLINE OF SERVICES

When conducting an exclusive retained or contingent assignment, the following services will be provided:

  • Full Job Brief of Client’s requirements
  • Writing and posting Job Advertisement (Within 24 hours of payment of Retainer Fee or Engagement Fee)
  • Additional or subsequent advertisements will be arranged as per Client’s instructions, and upon receipt of the Continuation Fee (see above)
  • Sourcing candidates in line with the Client’s brief through Cavalry, Seek advertising, Linked In Search, Indeed advertising and Social Media advertising
  • Preliminary screening and interviewing of candidates
  • Providing a shortlist of the best candidates within a 7 day period, and every 7 days throughout the duration of the campaign
  • Regular campaign updates every 48 hours Arranging candidate interviews with the Client
  • Informing successful and unsuccessful candidates of outcomes Conducting referee and background checks
  • Salary and contract negotiation on behalf of the Client.

7a. REPLACEMENT GUARANTEE

If a candidate you have recruited through Cavalry leaves your employ within three months (12 weeks) of the date of commencement, we will endeavour to find (one) replacement free of charge. This replacement guarantee only applies when our fee has been paid within thirty (30) days of the date of invoice, and we have been notified in writing within thirty (30) days of the occurrence of a termination, providing the termination is for reasons other than retrenchment, change of job description or working conditions. As the replacement guarantee relates to a specific job description, we reserve the right to negotiate our replacement terms should changes occur in the role originally recruited for.

7b. Should the Client or any subsidiary or associated company of the Client subsequently re-engage the candidate, or the use of the candidate, within the period of 12 calendar months from the date of termination a full fee in accordance with paragraph 3 above becomes payable (with no entitlement to a refund).

8. ADDITIONAL COSTS

You agree to reimburse Cavalry Freelancing Pty Ltd for out-of-pocket expenses.

Attachment 2: Additional Freelancer-specific Terms

Registering as a Freelancer

You may join as a Freelancer by registering via the Website and agreeing to the Cavalry Freelancing Terms and in circumstances where you are engaged under the Cavalry Payroll Model, you must also sign an employment agreement.

You acknowledge that your registration is subject to our approval and that we may reject your application for registration in our discretion for any reason.

You must ensure that you hold and obtain all appropriate licences, consents, qualifications, permits and authorisation that are required in order for you to provide services to Clients.

Company Roster

Through the Services, Clients are able to add a Freelancer to their company roster by inviting that Freelancer to join or by selecting “Add to Roster” from their profile page.

Once a Freelancer is on a company roster, Clients can view their availability, profile information and other rosters they are on.

Clients can also contact you directly via a link that triggers an email mail-to link.

Process and Scope of Projects

Through the Services, Clients are able to search for new Freelancers or invite rostered Freelancers to join a Project. All Projects with Freelancers are agreed and managed through the Services.

You are free to accept or decline any Projects. You must not accept any Project that:

  1. breaches your obligations under application law or any obligations owed to a third party;
  2. presents a conflict of interest; or
  3. that relates to topics about which you are unqualified or inexperienced.

You must accept or decline any requested project bookings within two (2) business days and you must comply with any schedule or program you establish with a Client in connection with of a Project.

You acknowledge and agree that Cavalry Freelancing makes no commitment or representation regarding the frequency, quantity, value, or type of work or invitation to work that you may receive.

Payment for Services

Terms for the payment of fees for services performed by you to Clients as per the Cavalry Freelancing Terms.

Requirements to receive payment

Contractor Invoice Model

Under the Contractor Invoice Model, the Freelancer must use the Cavalry Freelancing invoicing system available on the Website (‘System‘).

In order to receive payment, you must log into the Website and you must confirm that your personal or business details, accounts and payment settings are up-to-date, accurate and complete.

You must use the Cavalry Invoicing feature when invoicing the Client. You must not invoice the Client directly or use other invoicing systems or methods.

Once you have delivered the services to a Client, you must confirm with Client and Cavalry Freelancing that the Project is complete and then must finalise any outstanding invoices through the Website in accordance with the Cavalry Freelancing Terms or at such other times as agreed with Cavalry Freelancing and the Client.

You acknowledge and agree that invoices submitted after 90 days of completion of the relevant Services, without Cavalry Freelancing’s written consent, will not be accepted and will not be paid.

Your Payroll Model

In order to receive payment, you must provide the Client with the necessary personal and business information so they can set you up as a PAYG employee for the duration of the contract. The Client is then responsible for paying you as part of their pay cycles.

Every week or once you have delivered the services to the Client, you must complete timesheets on the Website.

Once you have delivered the services to a Client, you must confirm with Client and Cavalry Freelancing that the project is complete.

Cavalry Payroll Model

In receive payment in accordance with your employment agreement, you must register your profile on the Cavalry Payroll Portal. This includes adding your personal or business details, accounts and payment settings.

Every week or once you have delivered the services to the Client, you must complete timesheets on the Website.

Once you have delivered the services to a Client, you must confirm that the Project is complete to both Cavalry and Cavalry Payroll.

Invoicing by Cavalry Freelancing will (where possible) be on the basis of Cavalry Freelancing acting as the intermediary that facilitated the supply to the Client of the Projects by the Freelancer and that facilitated the acquisition by the Client of the Projects from the Freelancer in accordance Subdivision 153-B of the A New Tax System (Goods and Services Tax) Act 1999.

Freelancer Conduct

You must act with the utmost professionalism and courtesy in your dealings with Clients and with Cavalry Freelancing.

Client Requirements

In performing any Project for a Client, you must:

  1. use a high standard of care and skill;
  2. make all necessary enquiries of the Client to ascertain the Client requirements and objectives, including the Client requirements in relation to the Freelancer’s intellectual property;
  3. inform the Client of any matter which may cause any budget or estimate of fees to be revised;
  4. comply with any policy, direction, instruction, brief, program, or schedule of the Client;
  5. obtain such insurance as required by law and provide evidence of such insurance upon request;
  6. obtain, if requested by a Client, additional insurance which may include; professional indemnity insurance, public liability and/or workers’ compensation insurance; and
  7. not sub-contract or engage any person other than the Freelancer to perform the Project without Cavalry Freelancing’s and the Client’s prior written

Introductions and Non-Solicitation

Until the later of:

  1. 12 months after your account registration with Cavalry Freelancing ceases or expires; or
  2. 12 months after the end of your service term with the Client that you, directly or indirectly, engage or become aware of through Cavalry Freelancing, including the Website,

you must not:

  1. agree to or be employed under any form of contract of employment with the Client;
  2. agree to or be engaged as a freelancer for the Client;
  3. agree to or be retained by the Client as a supplier of services which would not otherwise fall within the scope of a Project, in any way other than through Cavalry Freelancing. This applies whether or not you already knew the Client; or
  4. approach, solicit, induce, entice, offer to perform services, consult with, or otherwise be engaged for reward (directly or indirectly), with a Client introduced to you by Cavalry Freelancing, in any other way other than through the Services.

you, your employees, agents, representatives or related entities must not offer to employ, engage, solicit, induce, entice, or otherwise enter, or attempt to enter, into an arrangement with, any Freelancer other than through Cavalry Freelancing.

These obligations apply whether or not you already knew or had a previous relationship with the Client. This means that you must use the Services as your exclusive method to engage with that Client unless Cavalry Freelancing agrees otherwise (in writing)

You must immediately upon being engaged, contracted or retained by the Client in a manner contemplated in subclauses (1)-(4) above notify Cavalry Freelancing in writing.

With the global nature of the Services and the high caliber of Project opportunities and Freelancers, the Freelancer accepts and acknowledges that these obligations are reasonable in every respect. Further, Cavalry Freelancing need not suffer or prove any demonstrated loss before enforcing the rights under these provisions.

3. General Terms

Confidentiality

Confidential Information’ means any documents or information created, received or obtained by the Client from or on behalf of the Freelancer, Cavalry Freelancing or any other party in connection with the Website and the Facilitation Services and includes all non-public information pertaining to Cavalry Freelancing’s business (including, without limitation, our pricing information, the identity or participation of specific Freelancers, and any content marked confidential)You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to us, Freelancer or Client (as applicable) without that party’s prior written permission, unless to perform your obligations under these Cavalry Freelancing Terms or required under the applicable law.

Authorisations

You represent, warrant and undertake at all times that:

  1. you have the power, capacity and authority to enter into and observe its obligations under these Cavalry Freelancing Terms;
  2. where your personnel enter into these Cavalry Freelancing Terms or any applicable Project, such personnel, in each instance, are authorised to undertake such activities or enter into such transactions on your behalf.

Independent Contractor

Any work performed on a Project facilitated through Cavalry Freelancing, with the exception of Projects facilitated through the Cavalry Payroll Model, shall be performed as an independent contractor engaged by the relevant Client, and you are not and shall not be deemed to be an employee or agent of Cavalry Freelancing. You shall not be entitled to any benefits provided by Cavalry Freelancing to its employees, and Cavalry Freelancing will not make deductions from any of the payments due to you for tax, superannuation or similar purposes except if required by law.

Limitation of liability

Except to the extent that the same may not be excluded or limited as a matter of the applicable law, Cavalry Freelancing is not liable for any loss or damage, however caused (including, but not limited to, by the negligence of Cavalry Freelancing), suffered by you or any other person under or in connection with these Cavalry Freelancing Terms or your access to or use of this Website or the services provided under these Cavalry Freelancing Terms.

Nothing in these Cavalry Freelancing Terms is intended to exclude, restrict or modify any consumer rights under Schedule 2 – the Australian Consumer Law of the Competition and Consumer Act 2010 (Cth) (‘ACL’) or any other legislation which may not be excluded, restricted or modified by agreement. If the ACL or any other law implies a condition, warranty or term or provides statutory guarantees into these Cavalry Freelancing Terms in respect of goods or services supplied, and Cavalry Freelancing’s liability for breach of that condition, warranty, other term or guarantee may not be excluded but may be limited, Cavalry Freelancing’s liability for any breach of that condition, warranty, other term or guarantee is limited to: (i) in the case of a supply of goods, Cavalry Freelancing doing any one or more of the following (at its election): replacing the goods or supplying equivalent goods; repairing the goods; paying the cost of replacing the goods or of acquiring equivalent goods; or paying the cost of having the goods repaired; or (ii) in the case of a supply of services, Cavalry Freelancing doing either or both of the following (at its election): supplying the services again; or paying the cost of having the services supplied again.

While Cavalry Freelancing facilitates the communication, interaction and engagement between Freelancers and Clients, you acknowledge and agree that Cavalry Freelancing is only responsible for the Facilitation Services. Cavalry Freelancing will not have any liability for any loss arising or in connection with the Freelancing Services  or Client’s Project. In this regard, without limitation:

if you are a Client, you agree that you will not pursue any claim, action or proceeding against Cavalry Freelancing in relation to the quality of the Freelancing Services, the outcome of Projects, the conduct of Freelancers, any claims by Freelancers against you, or any other matters in connection with your relationship or interactions with Freelancers, facilitated through Cavalry Freelancing, including through the Website; and

  1. if you are a Freelancer, you agree that you will not pursue any claim, action or proceeding against Cavalry Freelancing in relation any conduct, act or omission of Clients, including in relation to failure of Clients to pay any fees due, any claims by Clients against you, or any other matters in connection with your relationship or interactions with Clients, facilitated through Cavalry Freelancing, including through the Website.

Blog, Cavalry Freelancing social media and marketing materials

The Freelancer may post, upload or share articles, opinions, comments or any other information or content created by the Freelancer, on the Website or on Cavalry Freelancing’s blog, other social media sites and marketing materials maintained or operated by Cavalry Freelancing including the Cavalry Freelancing LinkedIn or Facebook pages (‘Posted Content’).

By posting or using the Cavalry Freelancing Site, blog, other social media sites or marketing materials maintained or operated by Cavalry Freelancing, the Freelancer:

  1. grants to Cavalry Freelancing a perpetual, transferable, royalty free, worldwide licence to use, copy and modify the Posted Content for any purposes;
  2. grants to Cavalry Freelancing a perpetual, transferable, royalty free, worldwide licence to use profile data from the Website in an aggregate anonymous form for analysis and publishing of trends; and
  3. warrants and represents that:

the Freelancer owns all intellectual property rights in the Posted Content, including having obtained consents or waivers of moral rights (where the Freelancer is not the author);

the Freelancer will not infringe any third party’s intellectual property rights in the Posted Content; and

where the Freelancer posts, uploads or shares the Posted Content on any other third party’s site, the Freelancer will reference the Posted Content as “First posted on Cavalry Freelancing“.

Cavalry Freelancing is under no obligation to upload any content proposed as Posted Content and may remove any Posted Content at any time and for any reason, without notice to the Freelancer.

Force majeure

Cavalry Freelancing will not be in breach of these Cavalry Freelancing Terms or otherwise liable to you or any other person for any unavailability or failure of this Website, or any services provided or to be provided under these Cavalry Freelancing Terms or any delay or other failure by Cavalry Freelancing to comply with these Cavalry Freelancing Terms that is caused by or arises from any event or circumstances beyond Cavalry Freelancing’s reasonable control.

Assignment

You must not assign, transfer, sub-contract or otherwise dispose of any or all of your rights and/or obligations under these Cavalry Freelancing Terms. Cavalry Freelancing may assign, transfer, sub-contract or otherwise dispose of any or all of Cavalry Freelancing’s rights and/or obligations under these Cavalry Freelancing Terms to any person.

Entire agreement

These Cavalry Freelancing Terms, together with any employment agreement or offer of employment webpage with Cavalry Payroll Pty Ltd where applicable and any additional terms and conditions or usage rules set out on this Website, as amended from time to time, constitute the whole agreement between you and Cavalry Freelancing relating to its subject matter and supersedes and extinguishes any prior drafts, versions, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

Rights cumulative

The rights, powers, privileges and remedies provided under any provision of these Cavalry Freelancing Terms are cumulative and are not exclusive of any rights, powers, privileges or remedies provided under any other provision of these Cavalry Freelancing Terms or by applicable law or otherwise.

Waiver

No failure to exercise nor any delay in exercising by Cavalry Freelancing of any right, power, privilege or remedy under these Terms of use shall impair or operate as a waiver thereof in whole or in part. No single or partial exercise of any right, power privilege or remedy under these Cavalry Freelancing Terms shall prevent any further or other exercise thereof or the exercise of any other right, powers, privilege or remedy.

Invalidity

If any provision of these Cavalry Freelancing Terms is held to be illegal, void, invalid or unenforceable under the applicable laws of any jurisdiction, the legality, validity and enforceability of the remainder of these Cavalry Freelancing Terms in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of these Cavalry Freelancing Terms in any other jurisdiction shall not be affected.

Governing law

These Cavalry Freelancing Terms shall be governed by, and construed in accordance with, the laws of New South Wales. You are deemed to submit to the non-exclusive jurisdiction of the courts of New South Wales.

Interpretation

In these Cavalry Freelancing Terms, unless the context requires otherwise: (i) any reference to a ‘person’ includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same shall include a reference to the others; (ii) any phrase introduced by the words ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; (iii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa; and (iv) the headings and sub-headings are inserted for convenience only and shall not affect the meaning of these Cavalry Freelancing Terms.

Contacting Cavalry Freelancing

All correspondence to Cavalry Freelancing, including any queries you may have regarding this Website or these Cavalry Freelancing Terms, should be sent to:

Address: