1. Overview Definitions
‘Service Provider’, a person, acting either as a sole trader or business who registers as a user on the MyKludo website as a person who provides investigation related services through the MyKludo website.
‘Client’, is an individual, company or organisation who registers as a user on the MyKludo website to purchase services or to make contact with a Service Provider via the MyKludo website.
‘Case Agreement’ – the legally binding contract that is created when a Client engages a Service Provider via the MyKludo website or where they have been introduced through MyKludo website. The Case Agreement comprises of the request for a quote, the response to the quote, Case Descriptions, the Terms of Service, and any other contract agreed between the Service Provider and Client.
2.1 Eligibility. To access our Services through our Website, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a Registered User, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, these Terms of Service. By becoming a Registered User, you agree to:
(1) abide by the Terms of Service and the processes, procedures, and guidelines described throughout the Website;
(2) be financially responsible for your use of the Website and the purchase or delivery of services; and
(3) perform your obligations as specified by any Case Agreement that you accept, unless such obligations are prohibited by law or by the Terms of Service.
2.2 MyKludo.com reserves the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone.
3. Service Providers
3.1 In order to use the website as a Service Provider you must register for an account and upload the information required on the account registration pages. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Website, and to update this information to maintain its truthfulness, accuracy and completeness within a reasonable time of any changes and in any case within 30 days.
3.2 All Service Providers must:
(1) be eligible to work in Australia legally.
(2) have a current Australian Business Number (ABN) or New Zealand Business Number (NZBN)
(3) be appropriately insured to submit quotes and work on cases for Clients.
(4) hold a relevant Private Inquiry Licence where required by law, for the location they are undertaking contracted activities. Service Providers are responsible for maintaining such licences and ensuring that they only accept cases that they are qualified to undertake.
(5) comply with all state and national regulations regarding the safeguarding of children and vulnerable people.
3.3 Username and Password.
During registration, you will be asked to choose a username and password for the Account. As a Registered User, you agree that you are entirely responsible for safeguarding and maintaining the confidentiality of the username and password you use to access this Website. You authorize MyKludo.com to assume that any person using the Website with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of the Account.
4. Relationship between Client and Service Provider.
A. Client and Service Provider.
4.1 Case Agreement. The engagement, contracting and management of a case are between a Client and a Service provider. Upon acceptance of a quote, the Client agrees to purchase, and the Service Provider agrees to deliver, the services and related deliverables in accordance with the following agreements:
(a) the agreement between Client and Service Provider including the Case response to quote, Case Description, and other terms and conditions as communicated between Client and Service provider on the Website or otherwise,
(b) these Terms of Service, and
(c) any other content uploaded to the Website by Mykludo.com (collectively, the “Case Agreement”).
4.2 You agree not to enter into any contractual provisions in conflict with these Terms of Service. Any provision of a Case Agreement in conflict with these Terms of Service is void. The Client is responsible for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Case Agreement in a timely manner. Service provider is responsible for the performance and quality of the services in accordance with the Case Agreement in a timely manner. Client and Service provider each covenants and agrees to act with good faith and fair dealing in performance of the Case Agreement.
4.3 Independence. Client and Service provider each acknowledges and agrees that their relationship is that of independent contractors. The Service provider shall perform services as an independent contractor and nothing in these Terms of Service shall be deemed to create a partnership, joint venture, agency, or Client-employee relationship between Service provider and Client or between Mykludo.com and any Client or Service provider.
B. Registered Users and Mykludo.com
4.4 General. Mykludo.com is not a party to the dealing, contracting and fulfillment of any Case between a Client and a Service Provider. Mykludo.com has no control over and does not guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of Case listings, the qualifications, background, or abilities of Registered Users, the ability of Service Provider to perform services, the ability of Clients to pay for services, or that an Client or Service provider can or will actually complete a Case. Mykludo.com is not responsible for and will not control the manner in which a Service provider operates and is not involved in the hiring, firing, discipline or working conditions of the Service Provider. All rights and obligations for the purchase and sale of services or other deliverables are solely between a Client and a Service provider.
4.5 Mykludo.com will not provide any Service provider with any materials or tools to complete any Case outside those services listed under ‘Services’.
4.6 Clients and Service Providers must look solely to the other for enforcement and performance of all the rights and obligations arising from Case Agreements and any other terms, conditions, representations, or warranties associated with such dealings.
- Our services
5.1 Clients and Service Providers will use the website to communicate with each other to discuss potential Cases and proposals, request work and engage Service Providers on a consultancy basis.
5.2 Clients and Service Providers on engagement of a case will have access to a third party provided case management tool to enable the sharing of information and confidential case materials. Clients and Service Providers agree to the terms and conditions of service of the case management tool and are individually responsible for the accuracy and security of information stored or transmitted via the case management tool.
5.3 MyKludo reserves the right to suspend access, discontinue or change the case management tool at any time with reasonable notice to be given on the website.
5.4 MyKludo reserves the right to change or withdraw the Services at any time. If we do so, we will post the details on our website.
6 .Our website
6.1 You must use our website and any third-party tools, in accordance with these Terms of Service only for lawful purposes and in a way which does not infringe the rights of anyone or restrict or inhibit anyone’s use of our website.
6.2 You understand and agree that your use of our website (and access to the Services) is provided “as is” and “as available”. We do not represent or warrant that the operation of our website will be secure, confidential, uninterrupted, error-free, accurate, complete or current.
6.3 We update and carry out maintenance on our website regularly, so we may have to suspend access, service or functionality on our website from time to time, without notice. We will not be liable if, for any reason, our website is not available at any time or for any period of time.
6.4 Our website may contain links to third party sites and resources. We have no control over those sites, and will not be liable for any loss or damage you suffer or incur when you use a third party site or resource.
Third-Party Beneficiary of Case Agreement.
6.5 Client and Service provider each acknowledges and agrees that the value, reputation, and goodwill of the Website depend on their performance of their covenants and agreements as set forth in their Case Agreement. Client and Service provider therefore appoint Mykludo.com as a third-party beneficiary of their Case Agreement for purposes of enforcing the obligations owed to, and the benefits conferred on, Mykludo.com by these Terms of Service. Clients and Service provider further agree that Mykludo.com has the right to take such actions with respect to the Case Agreement or their Accounts, including without limitation, suspension, termination, or any other legal actions, as Mykludo.com in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Website.
6.6 These Terms of Service and any registration for or subsequent use of this Website by any user or Registered User will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Mykludo.com, except and solely to the extent expressly stated.
6.7 Registered Users are responsible for payment and reporting of any taxes. Mykludo.com is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes
7. Fees and Charges
7.1 Where the Client engages a Service Provider, MyKludo will charge the Client a fee of 15.0% of the amount the Service Provider charges the Client.
7.2 The Client agrees that it is liable to pay to us the relevant fee when it engages, including outside the Mykludo platform, a Service Provider that holds an account on our website and that the introduction has been facilitated through our platform. Liability under this clause arises regardless of anything else in these Terms of Service and continues while the Registered Users hold an account on the Website and for 12 months following closure of that account.
7.3 If the Client passes a Service Provider’s details to a third party and within a 12 month period that party enters into any contractor agreements with that Service Provider, the Client will be liable to pay to us the relevant fee set out in clause 7.1.
7.4 If the Client procures the services of a Service Provider on behalf of a third party using the Mykludo platform the Client remains responsible, and is liable for the fees as set out in clause 7.1.
7.5 The Client will pay invoices within 14 days of receipt of the invoice.
7.6 Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under these Terms of Service are exclusive of GST. If GST applies to a supply by any party under these Terms of Service, the consideration will be increased by an amount equal to the GST liability incurred by the party making the supply.
8. Content ( Intellectual Property)
8.1 We own, or are the licensee of, the intellectual property rights in the content of our website, including text, photos, graphic designs and images.
8.2 The Client and the Service Provider retain all the rights in and to the content that you submit or post on or through our website (unless otherwise stated in the Case Agreement).
8.3 It is the responsibility of the Client and the Service Provider to retain copies of all content submitted or created on or through the website, including any Case Agreement.
8.4 By setting up an account on our website:
(1) you consent to us disclosing your content and personal information with our suppliers; and
(2) You consent to us using your personal information to send you information about products and services that we feel may be of interest to you. You can unsubscribe from receiving such communications at any time.
8.5 The Case Agreement will govern the ownership of all intellectual property rights that the Service Provider creates for the Client.
9.1 Except where we are unable to exclude our liability by law, we will not be liable to you for any loss or damage, however it arises, whether in contract, statute of tort (including negligence), arising out of, or in connection with, your use of (including inability to use) our website and the Services, or any liability arising between the Service Provider and the Client.
9.2 Our liability for breach of a statutory guarantee which cannot be excluded by law is limited, at our option, to either the supply of the services (or equivalent services) again or the payment of the cost of having the services supplied again.
9.3 To the extent permitted by law, we exclude liability for any loss of profit, loss or corruption of data, special, exemplary, punitive, incidental, indirect or consequential loss or damages suffered or incurred or arising in connection with our website, any services we have provided, or in connection with any act or omission by us (negligent or otherwise).
9.4 To the extent permitted by law, our aggregate liability in connection with these Terms of Service (including in relation to the supply of any goods or services or in relation to your account), whether based on warranty, contract, statute, tort (including negligence) or otherwise, will not exceed the fees and charges you have paid to us for the project to which the liability relates, or $100 if the liability doesn’t relate to any project.
9.5 The Client and Service Provider agree that:
(1) the Service Provider is responsible for all superannuation payments or charges due under the Superannuation Guarantee (Administration) Act 1992 (Cth), arising out of the Case Agreement or otherwise; and
(2) Case Agreement has no liability to the Service Provider or Client, and the Service Provider and/or Client are responsible (as the case may be) for:
(2a) any payment of superannuation under the Superannuation Guarantee (Administration) Act 1992 (Cth); and
(2b) any payment of payroll tax.
(3) You indemnify Case Agreement against all claims, damages, liabilities, costs and expenses (including, without limitation attorneys’ fees and court costs) arising directly or indirectly from or in respect of:
(3a) payments made by Clients to Service Providers, including without limitation, payroll tax, superannuation;
(3b) breaches by the Service Provider of clause 9.5, where you are a Service Provider, or any breaches of clause 10;
(3c) any act or omission (including negligent acts or omissions) of the Service Provider in the performance or purported performance of any Consultation, where you are a Service Provider;
(3d) any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
(3e) wilful misconduct or gross negligence of the Service Provider in providing services to the Client, where you are the Service Provider; or
(3f) your breach of these Terms of Service, including, without limitation, any use of the Services that violates third party rights or applicable law; or
(3g) any activity which you engage on or through the website
(4)This clause 9 continues in effect after the termination of these Terms of Service.
10. Non solicitation
10.1 Despite anything else in these Terms of Service, while the Client holds an account on our website, and for 12 months thereafter, the Client, its related bodies corporate and its respective directors, managers, officers, employees and agents must not employ or contract, or enter into any arrangement to procure services from, a Service Provider where the initial contact was made through MyKludo, other than through our website (unless otherwise agreed by us in writing).
10.2 The Service Provider agrees that it will notify us immediately if it is approached by a Client other than through our website.
10.3 The Service Provider and the Client agree that the restraint in this clause is reasonable in its extent and is reasonably necessary to protect the goodwill and interests of MyKludo.
11. Ethical conduct
11.1 MyKludo is a platform for investigation and security professionals. The integrity of the service is contingent on the integrity of its users and the maintenance of the highest professional standards.
11.2 By agreeing to allow MyKludo to represent your services on this platform you agree to abide by the Terms and Conditions of MyKludo and conform with all criminal codes in place in any region that you deliver a service, gained through the MyKludo platform. This includes, but is not limited to the legislation in place relating to security licences, privacy legislation and any legislation pertaining to the use of covert surveillance. It is the responsibility of each user to ensure that they are familiar with, and comply, with the legislation in place in the location of service and no liability will be taken by MyKludo for breaches of legislation committed by users of MyKludo.
11.3 As Registered Users you agree to maintain high standards of digital security over your devices and the communication of confidential information during the investigation and management of cases on the MyKludo platform. MyKludo takes no responsibility for breaches of confidentiality where information has been released by users operating outside of the platform.
11.4 You agree that to the best of your knowledge all information contained in your profile and documents provided to MyKludo is true and correct at all times and any changes to your profile are made within a reasonable time.
11.5 Registered Users must comply with organisational Codes of Conduct, relevant Workplace Health and Safety legislation and other applicable Laws, Guidelines, Codes of Practice and Policies in place in any workplace they attend in the execution of their work or applicable to the work you are undertaking.
11.6 MyKludo obtains feedback from clients on the conduct and performance of Service Providers. This information may be used to make decisions regarding the suspension or removal, temporary or permanent, of any user. See our Terms and Conditions policy for further information.
Criminal and Misconduct
11.7 Service Providers must update, suspend or remove their profile immediately following notification by relevant authorities (including an employer) that any relevant licence or check, they hold which is listed on their MyKludo profile, is suspended or revoked following an allegation or finding of misconduct.
11.8 Service Providers charged with a criminal offence or found guilty of a criminal offence, must suspend or delete their MyKludo account immediately and desist from working on any matters they are currently working on.
11.9 MyKludo will investigate any complaints received regarding allegations against a user, of conduct that may breach the Ethical Conduct Declaration or the Terms and Conditions of Use. Matters may also be forwarded to the relevant professional standards body or the police or other government agency.
11.10 MyKludo reserves the right to suspend or revoke (temporarily or permanently) a user’s account based on a failure to comply with this policy and or on notification or confirmation that a user has a criminal record. Appeals to such action based on ethical conduct should be addressed to complaints at Privacy@mykludo.com
12. Termination and suspension of accounts
12.1 These Terms of Service shall become effective as your contractual agreement upon your use of the Website, and shall continue until your Account is terminated by you or Mykludo.com as provided for under the terms of this section.
12.2 Unless otherwise agreed to in writing between the parties, either party may terminate the contractual agreement represented by these Terms of Service at any time upon notice to the other party. In such event, your Account is automatically terminated and
(1) Mykludo.com shall continue to perform those services necessary to complete any open transaction between you and another Registered User; and
(2) you shall continue to be obligated to pay any amounts accrued but unpaid as of the date of termination to Mykludo.com for any service and to any Service provider for any services.
12.3 Any termination of an Account will automatically lead to the termination of all related profiles.
12.4 Without limiting our other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or a Case, and refuse to provide any or all services to you if:
(1) you breach the letter or spirit of any terms and conditions of these Terms of Service or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Website;
(2) we are unable to verify or authenticate any information you provide to us; or
(3) we believe in our sole discretion that your actions may cause legal liability for you, our Registered Users or for Mykludo.com or are contrary to the interests of the Website. Once indefinitely suspended or terminated, you must not continue to use the Website under the same Account, a different Account, or register under a new Account.
12.5 In addition, violations of these Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
12.6 Without limiting our other remedies, to the extent you engage in actions or activities which circumvent the Mykludo Billing and Payment Services or otherwise reduce fees owed Mykludo.com under these Terms of Service, you must pay Mykludo.com for all fees owed to Mykludo.com and reimburse Mykludo.com for all losses and costs and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
12.7 When your Account is terminated for any reason, you may no longer have access to data, messages, files and other material you keep on the Website. The material may be deleted along with all your previous posts and proposals.
14. General Terms
14.1 The Client and the Consultant will resolve any complaints about either party between themselves, and we have no obligation to moderate any such complaints.
14.2 We reserve the right to change any or all of these Terms of Service, and/or add new terms and conditions at any time. When we do so, we will make a new copy of these Terms of Service available on our website. Your continued use of our website and/or the Services will be deemed to constitute your acceptance of such changes.
14.4 Notices required to be given under these Terms of Service may be sent by email, by post or in the case of notices we give you, by making the information available on our website.
14.5 These Terms of Service set out the entire agreement between you and us relating to the supply of the goods and/or services described on our website and supersedes all prior discussions and communications.
14.6 There is no relationship of employment, partnership, agency or fiduciaries between you and us.
14.7 If any term or provision of these Terms of Service are held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms of Service and the remaining terms and conditions will be unaffected.
14.8 This agreement is governed by and construed under the laws of New South Wales, Australia and the courts of that jurisdiction will have exclusive jurisdiction over any dispute arising out of this agreement.
15. Referral Program
15.1 From 1 July 2020 Service Providers who have completed the on-boarding process can participate in the Referral Program. The money paid to Service Providers is paid from the Service Fee charged to Clients.
15.2 To claim the referral fee:
15.2.1. Service providers must hold an eligible profile from the time a case is initially referred and continuously until the final payment for the referred case has been received by MyKludo,
15.2.2 The client making a RFQ must enter the Service Providers name in the online form as the referrer,
15.2.3 Service Providers must provide payment details to MyKludo within 30 days of the Client making payment to MyKludo for the relevant case,
15.2.4 Where payment is not able to be made to a Service Provider within 30 days of MyKludo receiving payment from the Client, the Referral Fee is no longer owed to the Service Provider.
15.3. The Referral Fee is initially set at 3% of the eligible invoiced amount and can be varied from time to time as determined by MyKludo.
15.4 The Referral Program can be stopped at any time without notice at the sole discretion of MyKludo. At the time the Referral Program is stopped, MyKludo will make payments under the Referral Program to eligible Service Providers where the case was referred prior to the ceasing of the Referral Program.