1.1 The following additional platform-specific terms apply when the Client is a Migration Specialist that has purchased access to the Platform identified as Migration Marketplace.

1.2 These Platform-Specific Terms expressly incorporate the General Terms, available at https://philled.com.au/terms. In the event of any inconsistency between these Platform-Specific Terms and the General Terms, these Platform-Specific Terms will prevail.

1.3 To the extent that the Migration Specialist has purchased access to the Platform on behalf of its personnel, Migration Specialist irrevocably and unconditionally guarantees the compliance of each user with the terms of this Agreement.

2.1 In addition to the definitions in the General Terms, the following definitions apply to these Platform-Specific Terms:

Confirmation means confirmation from the Client that the relevant services have been provided or milestones have been met for the Service Fees to be paid.

Connection Fee means 4% of any Service Fees, as agreed in an Order Form between the parties, paid by the Client for the successful introduction to End Client.

End Client means users or Employers on the Platform that contact a Migration Specialist for migration, visa or legal services.

Migration Specialist means the Client, to the extent that it is third-party migration specialist or lawyer specifically listed on the online directory of the Platform and includes its staff or personnel.

Service Fees mean the fees payable by End Client to Client under the independent agreement between them, which shall exclude any disbursements and taxes that are charged to the End Client on a purely pass-through basis.

3.1 Client acknowledges and agrees that:

• (a) Philled does not confirm the identity of any End Clients that Client may provide services to. Accordingly, Client enters into an agreement with End Clients at its own risk;
• (b) Philled is solely a technology provider and not a trust account service or client account service. Philled is not responsible for Client’s compliance with any applicable codes of conduct and/or trust accounting obligations. Client must satisfy itself that the Platform is sufficient for its own compliance purposes;
• (c) where Client uses Platform functionality to invite other individuals or legal entities to the Platform:
  • (i) such new users will be required to create an account on the Platform and agree to Philled’s online terms and conditions to access or use the Platform;
  • (ii) Philled reserves its rights to suspend, terminate and/or cancel any new user accounts or access to the Platform in our sole discretion and enforce any terms applicable as necessary to protect Philled’s rights;
  • (iii) we may impose fees to such users or legal entities for use of the Platform’s functionality;
  • (iv) Philled will communicate directly with such new users.

3.3 In Client’s engagement with End Clients, Clients must sign an agreement, costs agreement or other documentation with the End Client to provide migration or legal services. Philled is not and will not be a party to any agreement between Client and the Migration Specialist, and is not responsible for any management or resolution of disputes arising between Client and Migration Specialist.

4.1 Clients receiving Candidate Information must:

• (a) notify candidates on how their personal information is collected, used, transferred, disclosed and protected by Client;
• (b) collect all necessary consents from candidates in accordance with applicable law;
• (c) comply with all relevant and applicable international privacy laws, including but not limited to the Privacy Act 1988 (Cth) and the Australian Privacy Principles;
• (d) use Candidate Information only for genuine provision of migration law or professional advice relevant to the candidate;
• (e) take appropriate security and technical measures to protect Candidate Information;
• (f) not disclose Candidate Information to any third party without express prior consent from the candidate.

4.2 Client must only collect and use Candidate Information that is reasonably necessary for the purpose providing migration or legal services. Client must not collect sensitive information (as that term is defined under applicable privacy laws) unless:

• (a) the candidate has given explicit consent; and
• (b) the collection is reasonably necessary for the Client’s functions or activities.

4.3 Clients must take reasonable steps to protect Candidate Information from misuse, interference, loss, and unauthorised access, modification, or disclosure. Reasonable steps may include, but are not limited to:

• (a) implementing appropriate access controls;
• (b) using encryption;
• (c) regularly backing up data;
• (d) training staff on privacy and data protection practices.

4.4 Client must not keep Candidate Information for longer than is necessary for the purposes for which it was collected. Once Candidate Information is no longer needed, Client must take reasonable steps to:

• (a) destroy the information; or
• (b) ensure that the information is de-identified.

4.5 Where a candidate requests access to their personal information, the relevant party shall provide such access unless an exception under appliable law applies. If a candidate requests correction of their personal information, the relevant party must:

• (a) take reasonable steps to correct the information; or
• (b) if the relevant party refuses to correct the information, provide reasons for the refusal and the complaint mechanisms available to the candidate.

4.6 Before disclosing Candidate Information to an overseas recipient, Client must take all steps necessary to comply with applicable privacy laws (including documenting any necessary transfer mechanisms) and to ensure that the overseas recipient does not breach the relevant and applicable standards of privacy laws that apply to that candidate.

4.7 In the event of a data breach involving Candidate Information, each party must:

• (i) take immediate steps to contain the breach and mitigate any potential harm;
• (ii) assess whether the breach is likely to result in serious harm to any individuals;
• (iii) promptly notify the other party in writing of the incident and provide any relevant details.

5.1 Client warrants to Philled that it:

• (a) is a duly registered Australian migration specialist or lawyer with a migration agent registration number or legal practicing number;
• (b) have the necessary experience, skill, competence and ability to provide professional migration and legal services;
• (c) will act with all due care and skill;
• (d) have obtained any compulsory insurances that are required by local regulatory authorities or professional bodies;
• (e) will provide professional services to End Clients that are fit for their intended purpose and will not infringe the intellectual property rights or other third party rights of a person;
• (f) will comply with all applicable laws in the provision of professional services to End Clients, including any privacy or data protection laws, codes of conduct or other ethical guidelines;
• (g) have all the necessary rights, powers and authority to carry out obligations under this Agreement.

5.2 Client must, at all times and at its own cost, obtain and maintain any and all licenses, certification, authorisations, consents, approvals, permits and insurances that are required by applicable law for Client to provide the services to End Clients that are contemplated by this Agreement and notify Philled immediately in writing where there are any changes.

6.1 Philled will charge the following fees for the use of the Platform:

• (a) a flat fee as indicated on the Platform monthly in advance; and
• (b) the Connection Fee;
• using one of the payment methods supported by Philled. Any credit card information provided by the Client must be correct and kept up to date.

6.2 Client acknowledges and agrees that it has authorised and instructed Philled to collect Service Fees from End Clients for any services provided by the Client and remit those payments to the Client, subject to the terms of this Agreement.

6.3 Client may nominate for Service Fees to be collected in advance of any services provided, in which case, Philled shall collect and hold the Service Fees. Upon the Client’s confirmation of performance of services (in whole or in milestones, as agreed in the fee agreement between the Client and End Client), Philled shall pass the Service Fees to Client, minus the Collection Fee.

6.4 If Client elects not to collect Service Fees in advance, then Philled shall only collect the Service Fees upon confirmation of performance of services and pass through the Service Fees, minus the Collection Fee.

6.4 If End Client successfully conducts a chargeback against Philled for any Service Fee amounts paid by End Client, Philled may deduct or set-off such amounts from future Service Fees that Philled owes to Client. If no such amounts exist, Client must provide a refund of the relevant Service Fees previously paid by Philled.

6.5 Philled reserves the right to obtain a credit, or similar, check before conducting or continuing to conduct business with Client. If so, Client must either comply with Philled’s reasonable requirements or immediately stop using the Platform.

6.6 The Fees are subject to change with 30 days’ written notice. Any such changes will apply on a prospective basis only. To the extent the Client has purchased a fixed term subscription, any increase in fees will apply after the expiry of the fixed term only.

6.7 Where GST, or a similar or equivalent sales or value added tax, is payable in respect of the Service Fees or any other payment under these terms, Client is solely responsible for including such tax details in its Service Fees on any applicable all such taxes payable under this Agreement.

6.8 Unless otherwise stated, all amounts are quoted in Australian Dollars.

6.9 Philled may use third-party payment processors, and change such processors at any time, to facilitate payment transactions and Client agrees to be bound by any terms and conditions of such payment processors. Client must also agree to adhere to Stripe's terms, found at https://stripe.com/au/connect-account/legal. Please review the terms before continuing to use the Platform.

6.10 Philled may also charge interest on late payments at the applicable cash rate specified by the Reserve Bank of Australia plus 2%, and any costs incurred in collecting payment from Client.

Client agrees to indemnify, defend and hold Philled and its affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from and against any claim or demand, including reasonable legal fees:

• (a) made by any third party (including in respect of any user dispute) due to, or arising out of or in connection with, any of your User Content, or your violation of any law or the rights of a third-party, including privacy and intellectual property rights;
• (b) for any breach of intellectual property rights of Philled; and
• (c) made by any End Client due to, or arising out of or in connection with the services provided by Client to End Client.

8.1 Termination by Client.

• (a) Month-to-Month Subscriptions: Clients may terminate month-to-month subscriptions at any time by providing written notice to Philled. Termination will be effective at the end of the current paid month.
• (b) Fixed-Term Subscriptions: Client may terminate fixed-term subscriptions at any time by providing written notice to Philled. Termination will be effective at the end of the current fixed term period. No refunds will be provided for early termination of fixed-term subscriptions.

8.2 The following provisions will survive the termination or expiration of this Agreement: clauses 4-8 of these Platform-Specific Terms.