Contractor Network Agreement

1. Parties and Recitals

This Contractor Network Agreement ("Agreement") is entered into between TradeNet Pty Ltd (ABN to be registered) ("TradeNet", "we", "us") and the contractor, tradesperson, or business entity registering on the TradeNet platform ("Contractor", "you", "your"). By registering as a Contractor on the TradeNet platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety.

TradeNet operates a digital platform that connects builders, developers, and project managers ("Builders") with qualified contractors and tradespeople across Australia. This Agreement governs your participation in the TradeNet contractor network and your use of the platform to receive, bid on, and complete construction work.

2. Contractor Status and Relationship

2.1 Independent Contractor

You acknowledge and agree that you are an independent contractor and not an employee, agent, partner, or joint venturer of TradeNet. Nothing in this Agreement creates an employment relationship, partnership, or agency between you and TradeNet. You are solely responsible for how, when, and where you perform your work, and TradeNet does not direct or control your work methods.

2.2 No Exclusivity

This Agreement does not grant you exclusive rights to any work or territory. You are free to provide services to clients outside the TradeNet platform, provided you comply with the Non-Circumvention obligations in Section 8 of this Agreement and Section 5 of the TradeNet Terms of Service.

2.3 Business Obligations

As an independent contractor, you are solely responsible for all tax obligations (including GST, income tax, and superannuation), business registrations, and compliance with all applicable laws and regulations. TradeNet will not withhold taxes or make superannuation contributions on your behalf.

3. Eligibility and Registration

3.1 Minimum Requirements

To register as a Contractor on TradeNet, you must:

• Be at least 18 years of age
• Hold a valid Australian Business Number (ABN)
• Hold all licences, permits, and certifications required by law for the trades you list on your profile, including but not limited to state-issued trade licences (e.g., QBCC licence in Queensland, NSW Fair Trading licence in New South Wales)
• Maintain current and adequate insurance coverage as specified in Section 4
• Have the legal right to work in Australia
• Provide accurate, complete, and current information during registration and maintain the accuracy of such information

3.2 Verification Process

TradeNet reserves the right to verify any information you provide, including but not limited to your ABN, trade licences, insurance certificates, and work history. You agree to cooperate with any verification requests and to provide supporting documentation within 7 business days of a request. Failure to comply may result in suspension or termination of your account.

3.3 Profile Accuracy

You must ensure that your contractor profile accurately represents your qualifications, experience, trade capabilities, service areas, and availability. Misrepresenting your qualifications, experience, or capabilities is a material breach of this Agreement and may result in immediate termination and removal from the platform.

4. Insurance Requirements

4.1 Mandatory Insurance

You must maintain, at your own expense, the following insurance coverage at all times while registered on TradeNet:

• Public Liability Insurance: Minimum $10,000,000 per occurrence, covering bodily injury and property damage arising from your work
• Workers' Compensation Insurance: As required by the applicable state or territory legislation, if you employ any workers or subcontractors
• Professional Indemnity Insurance: Minimum $1,000,000 per claim, if you provide design, engineering, or advisory services

4.2 Proof of Insurance

You must provide current certificates of currency for all required insurance policies upon registration and promptly upon renewal. TradeNet may request updated certificates at any time, and you must provide them within 5 business days. If your insurance lapses or is cancelled, you must immediately notify TradeNet and cease accepting new work through the platform until coverage is reinstated.

5. Work Standards and Obligations

5.1 Quality of Work

You agree to perform all work accepted through the TradeNet platform:

• In a professional, competent, and workmanlike manner consistent with industry standards
• In compliance with all applicable building codes, Australian Standards (AS/NZS), the National Construction Code (NCC), and all relevant state and local regulations
• Using materials that are fit for purpose, compliant with relevant standards, and as specified in the project scope
• Within the agreed timeframe, or with reasonable notice if delays are unavoidable
• In accordance with the scope of work agreed with the Builder

5.2 Workplace Health and Safety

You must comply with all applicable Work Health and Safety (WHS) legislation, including the Work Health and Safety Act 2011 (Cth) and equivalent state legislation. You are responsible for maintaining a safe work environment, providing appropriate personal protective equipment (PPE) to your workers, conducting risk assessments, and reporting any incidents or near-misses as required by law.

5.3 Communication and Responsiveness

You agree to:

• Respond to job enquiries and messages within 24 hours during business days
• Provide accurate quotes and timelines when bidding on jobs
• Promptly notify the Builder and TradeNet of any delays, issues, or changes to the agreed scope of work
• Use the TradeNet messaging system for all project-related communications to maintain a record of discussions
• Attend scheduled site inspections and meetings as agreed

5.4 Defective Work and Warranty

You warrant that all work performed through the platform will be free from defects in workmanship for a minimum period of 12 months from the date of completion (or such longer period as required by applicable law or the Home Building Act in the relevant state). If defective work is identified within the warranty period, you agree to rectify the defect at your own cost within a reasonable timeframe. Failure to rectify defective work may result in a negative review, reduced reliability score, or removal from the platform.

6. Bidding and Pricing

6.1 Accurate Quoting

When submitting a bid or quote for a job, you must provide an honest and accurate estimate of the cost, including all labour, materials, and any other charges. You must clearly identify any exclusions, provisional sums, or items that may result in additional costs. Deliberately underquoting to win work and subsequently increasing the price is a breach of this Agreement.

6.2 Bid Commitment

Once you submit a bid and it is accepted by a Builder, you are committed to performing the work at the quoted price, subject to any agreed variations. Withdrawing from accepted work without reasonable cause (such as force majeure, safety concerns, or material scope changes) may result in penalties including reduced platform visibility, negative reliability scoring, or suspension.

6.3 Variations

Any variations to the agreed scope of work must be documented in writing through the TradeNet platform and agreed to by both parties before the additional work is commenced. You must not perform variation work without prior written approval from the Builder.

7. Payment Terms

7.1 Payment Arrangements

Payment for work performed is a matter between you and the Builder. TradeNet does not guarantee payment for work performed and is not responsible for any payment disputes between Contractors and Builders. However, TradeNet may offer optional payment protection services (such as TradeNet Pay) which, if used, are subject to separate terms.

7.2 Platform Fees

TradeNet may charge subscription fees, listing fees, or transaction fees for use of the platform. Current fees are published on the platform and may be updated from time to time with reasonable notice. You agree to pay all applicable fees in accordance with the published fee schedule.

8. Non-Circumvention and Platform Integrity

8.1 Non-Circumvention Obligation

You acknowledge that TradeNet invests significant resources in building and maintaining its network of Builders and Contractors. You agree that for a period of 24 months from the date of your last interaction with any Builder introduced to you through the TradeNet platform, you will not:

• Solicit, accept, or perform work for that Builder outside the TradeNet platform
• Encourage, suggest, or facilitate any arrangement to bypass the TradeNet platform for work that was initially introduced through the platform
• Share your contact details with a Builder for the purpose of conducting business outside the platform, except where expressly permitted by TradeNet
• Use information obtained through the platform to establish a direct business relationship that circumvents TradeNet

8.2 Exceptions

The non-circumvention obligation does not apply where:

• You had a pre-existing business relationship with the Builder before either party joined TradeNet, and you can provide documentary evidence of this relationship
• The Builder contacts you through channels entirely unrelated to TradeNet (e.g., your independent advertising, Google search, or industry referral) and there is no connection to the TradeNet introduction
• TradeNet provides written consent for the off-platform arrangement

8.3 Circumvention Fee

If you breach the non-circumvention obligation, you agree to pay TradeNet a circumvention fee equal to 15% of the total value of any work performed outside the platform with the circumvented Builder, calculated over the 24-month non-circumvention period. This fee represents a genuine pre-estimate of the loss TradeNet would suffer and is not a penalty. TradeNet reserves the right to pursue additional damages where actual losses exceed this amount.

9. Ratings, Reviews, and Reliability

9.1 Rating System

Builders may rate and review your work upon completion of a project. You agree that these ratings and reviews will be displayed on your public profile. TradeNet does not edit or remove genuine reviews, even if they are negative. You may respond to reviews through the platform.

9.2 Reliability Score

TradeNet maintains a reliability score for each Contractor based on factors including response time, bid accuracy, project completion rate, quality of work, and Builder feedback. Your reliability score affects your visibility and ranking on the platform. Consistently poor performance will result in reduced visibility and may lead to suspension or removal.

9.3 Fraudulent Reviews

You must not solicit, purchase, or fabricate reviews. You must not offer incentives to Builders in exchange for positive reviews. Engaging in review manipulation is a material breach of this Agreement and will result in immediate termination.

10. Intellectual Property

10.1 Your Content

You retain ownership of all content you upload to the platform, including portfolio images, business descriptions, and project documentation. By uploading content, you grant TradeNet a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, and distribute your content for the purpose of operating and promoting the platform.

10.2 TradeNet Property

The TradeNet platform, including its software, design, logos, trademarks, and all related intellectual property, is owned by TradeNet Pty Ltd. You must not copy, modify, distribute, or create derivative works from any TradeNet intellectual property without prior written consent.

11. Confidentiality

You agree to keep confidential all non-public information obtained through the platform, including but not limited to Builder contact details, project specifications, pricing information, and any proprietary TradeNet data such as algorithms, matching criteria, or business strategies. This obligation survives termination of this Agreement for a period of 3 years.

12. Suspension and Termination

12.1 Suspension by TradeNet

TradeNet may suspend your account immediately and without notice if:

• You breach any material term of this Agreement
• Your insurance coverage lapses or is cancelled
• Your trade licence is suspended, cancelled, or expires
• You receive multiple complaints or consistently low ratings
• TradeNet reasonably suspects fraudulent, illegal, or unsafe conduct
• You fail to respond to verification requests within the specified timeframe

12.2 Termination by Contractor

You may terminate this Agreement and close your account at any time by providing 30 days' written notice to TradeNet. You must complete all accepted work and honour all outstanding commitments before your account is closed. The non-circumvention obligations in Section 8 survive termination.

12.3 Termination by TradeNet

TradeNet may terminate this Agreement and remove your account with 14 days' notice for any reason, or immediately without notice for material breach. Upon termination, your profile will be deactivated, and you will lose access to all platform features. Your reviews and ratings will be retained for platform integrity purposes.

12.4 Effect of Termination

Upon termination, all rights granted to you under this Agreement cease immediately. Sections 8 (Non-Circumvention), 10 (Intellectual Property), 11 (Confidentiality), 13 (Limitation of Liability), and 14 (Indemnification) survive termination.

13. Limitation of Liability

To the maximum extent permitted by Australian Consumer Law, TradeNet's total liability to you for any claims arising out of or in connection with this Agreement is limited to the total fees paid by you to TradeNet in the 12 months preceding the claim. TradeNet is not liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages.

TradeNet does not guarantee the accuracy of Builder information, the solvency of Builders, or the availability of work. TradeNet is a platform that facilitates connections and is not a party to any contract between you and a Builder.

14. Indemnification

You agree to indemnify, defend, and hold harmless TradeNet, its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of this Agreement or the Terms of Service
• Your negligence, wilful misconduct, or breach of duty in performing work
• Any claim by a Builder, third party, or regulatory authority relating to your work
• Your failure to comply with applicable laws, regulations, building codes, or WHS requirements
• Any infringement of intellectual property rights by content you upload to the platform

15. Dispute Resolution

15.1 Between Contractor and Builder

Disputes between you and a Builder regarding work quality, payment, or scope should first be resolved directly between the parties. If direct resolution fails, either party may request TradeNet's optional mediation service. TradeNet's mediation is non-binding and advisory only. TradeNet is not obligated to resolve disputes between Contractors and Builders.

15.2 Between Contractor and TradeNet

Any dispute arising out of or in connection with this Agreement must first be referred to mediation administered by the Australian Disputes Centre (ADC) in accordance with the ADC Mediation Guidelines. If the dispute is not resolved within 30 days of the mediation commencing, either party may commence legal proceedings. This Agreement is governed by the laws of Queensland, Australia, and the parties submit to the exclusive jurisdiction of the courts of Queensland.

16. General Provisions

16.1 Entire Agreement

This Agreement, together with the TradeNet Terms of Service and Privacy Policy, constitutes the entire agreement between you and TradeNet regarding your participation in the contractor network. It supersedes all prior agreements, representations, and understandings.

16.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

16.3 Waiver

A failure by TradeNet to exercise or enforce any right or provision of this Agreement does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of TradeNet.

16.4 Assignment

You may not assign or transfer this Agreement or any rights or obligations under it without TradeNet's prior written consent. TradeNet may assign this Agreement to any successor entity or acquirer of all or substantially all of its business or assets.

16.5 Notices

All notices under this Agreement must be in writing and delivered via the TradeNet platform messaging system, email to the registered email address, or post to the registered business address. Notices are deemed received upon delivery (for platform messages and email) or 3 business days after posting (for postal notices).

16.6 Force Majeure

Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, industrial disputes, or infrastructure failures.