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Terms & Conditions

(WMR Rolling Contract Terms)

Wingman Group Pty Ltd (“Wingman Recruitment”) provides managed services to Clients in Australia under this Agreement. These services are delivered through Remote Professionals engaged by Wingman’s affiliate, Philippines Resources Pte Ltd, or by any other approved engagement structure (including Employer of Record providers) as determined by Wingman from time to time. 

1. Summary of Fundamental Terms

Below is a summary of the fundamental terms set out in these Terms. This summary does not replace the substantive terms of this document. It is important that the Client reviews all of the provisions set out in these Terms in their entirety prior to execution of this document.

  1. Equipment for Remote Professionals: Wingman validates basic equipment and resources for Remote Professionals to perform Services. Where additional equipment is required by the Client, the Client must provide these at their cost. Wingman may, at its discretion, procure additional equipment on the Client’s behalf for reimbursement, or help facilitate equipment provision through third-party providers. Please refer to clause 3.3 for more information.
  2. Client Obligations: Clause 4 sets out various obligations on the Client in respect of the Services. Please review this clause in detail.
  3. Remote Professionals: Clause 5 sets out provisions relating to the Remote Professionals provided as part of the Services, including without limitation relating to conditions of work, selection process, paid time off, contract termination, serious misconduct or underperformance, and replacement.
  4. Review of Fees: Wingman may revise the Fees at any time during the Term by giving the Client at least 90 days’ written notice. If the Client does not agree to any amended Fees, the Client must notify Wingman in writing within 30 days of the fee notice. Upon receiving such notice, the parties must meet and discuss the proposed changes in good faith within 14 days. If no agreement is reached, the Client may terminate the Agreement by giving 30 days’ written notice to Wingman. Please refer to clause 6 for more information.
  5. Placement Fees: In addition to the Fees, the Client will be required to pay a Placement Fee where the circumstances set out in clause 6.5(a)(i) to 6.5(a)(iii) apply. Please refer to clause 5 for more information.
  6. Contract Commitment: Clients are committed to the completion of a full monthly service, presumed to continue indefinitely until the Client provides written notice to terminate services by giving thirty (30) days’ notice.
  7. Intellectual Property Rights: Each party retains ownership of their Background IP. Please refer to clause 9 for more information.
  8. Security Services: Clause 11 sets out provisions that apply where security services are, or are not, provided by Wingman to the Client. Please refer to clause 11 for more information.
  9. No Responsibility for Client Data or Client IP etc.: Wingman is not responsible for back-up of Client Data or Client IP, the Client’s failure to back up such data, or any unauthorised use by a Remote Professional. Please refer to clause 11(c).
  10. Limitation of Liability: Each party’s liability is capped at the amount of Fees paid by the Client under the Statement of Work, subject to certain exclusions. Please refer to clause 12 for more information.
  11. Non-solicitation: Clause 13 sets out restrictions on the Client during the Term and for 12 months after termination or expiry. Placement Fees apply to breaches of clause 13(a).
  12. Direct Debit Terms: Annexure A sets out additional terms where direct debit applies. Please refer to Annexure A for more information.

2. Engagement

2.1 General

In consideration of the Client paying the Fees, Wingman agrees to provide the Services (including any Products) as set out in any Statement of Work (Services) for the Term in accordance with these terms and conditions (Terms).

2.2 Order of Priority

Subject to clause 11(a)(iv), the following documents will form the agreement between the parties (Agreement):

  1. any Statement of Work;
  2. these Terms;
  3. any annexures or schedules to these Terms,

and any ambiguity or discrepancy between the documents will be resolved according to the same order of precedence as listed above, with higher-listed documents taking priority.

2.3 Maximum Liability

Subject to clause 12.1(b) and to the maximum extent permitted by law, each party’s aggregate liability to the other party arising out of or in connection with this Agreement (whether under contract, in tort, under statute or otherwise at law or in equity) is limited to an amount equal to the Fees paid by the Client to Wingman in the 12 months preceding the relevant Claim.

3. Wingman’s Obligations

3.1 General

Wingman will:

  1. comply with applicable Laws; and
  2. use its best endeavours to provide Remote Professionals that have the qualifications, skills and experience necessary to perform the Assignment.

3.2 Payments for Remote Professionals

Wingman will be solely responsible for:

  1. the payment of fees to the Remote Professionals; and
  2. providing ongoing training and support to the Remote Professional to maintain service quality and alignment with the Client’s requirements where required and/or requested;
  3. using its platform to foster a culture of community among Remote Professionals through optional participation in exclusive Wingman platform benefits, events and other initiatives.

3.3 Equipment

  1. Wingman will ensure that each Remote Professional has, at a minimum, basic equipment and resources sufficient to enable the Remote Professional to perform the Services, as determined by Wingman (acting reasonably).
  2. To the extent that the Client requires additional equipment or resources beyond those under clause 3.3(a), the Client must provide these at its cost. If agreed by Wingman, the Client may request that Wingman procures such equipment, and must reimburse Wingman on demand for its reasonable costs.
  3. Where required, Wingman may facilitate the provision of equipment (including laptops, headsets or other peripherals) through third-party providers solely to enable performance of the Services. Such arrangements do not create any employment relationship or affect the independent contractor status of Remote Professionals. Equipment ownership, maintenance, insurance and return obligations are governed by the third-party provider’s terms.

4. Client’s Obligations

4.1 Services Provisioning

The Client shall:

  1. comply with all applicable Laws;
  2. provide all necessary information required by Wingman to allow Wingman to perform the Services in a timely manner and as otherwise reasonably required;
  3. ensure that its IT network, systems, and all associated infrastructure are maintained in a secure, functional, and reliable condition at all times. The Client agrees that such infrastructure meets or exceeds the minimum technical and serviceability standards prescribed by Wingman during onboarding, including (but not limited to) internet speed, hardware compatibility, software requirements, cybersecurity protocols, and remote accessibility. Failure to maintain such standards may adversely affect service delivery, for which Wingman shall not be held responsible;
  4. review information, make decisions and, on an ongoing basis, provide Wingman with the information necessary to perform the Services; and
  5. provide Wingman with true and relevant information regarding the Client and its business.

4.2 Client’s Obligations

The Client agrees to:

  1. provide project orientation to each Remote Professional regarding work objectives and deliverable specifications;
  2. carry out introductions of the Client’s other employees and contractors;
  3. provide task-specific briefings and outcome-based quality standards;
  4. subject to clause 3.3(a), ensure that all necessary equipment (including protective equipment) required for the Work is available and provided to each Remote Professional; and
  5. provide necessary requirements and outcome specifications to enable the Remote Professional to deliver work to required standards.

The Client must:

  1. satisfy itself that each Remote Professional has the requisite qualifications, aptitude, skills, relevant licenses, training, and experience to undertake the Work; and
  2. not instruct Wingman or any Remote Professional to engage in any conduct which contravenes, or is likely to contravene, any Laws; and
  3. review completed work deliverables and provide written feedback within seven (7) Business Days of delivery. Failure to provide feedback within this timeframe will result in the work being deemed accepted, satisfactory, and compliant with all Agreement requirements for billing and payment purposes.

5. Remote Professionals

5.1 Conditions of Work

  1. The scope of work for each Remote Professional will be documented in writing.
  2. The Client must comply with all applicable Laws, including all OH&S Laws notified to the Client that apply to the relevant Remote Professionals.
  3. Remote Professionals are engaged as independent contractors by Philippines Resources Pte Ltd (or its Affiliate). All terms of engagement are between Philippines Resources Pte Ltd (or its Affiliate) and the Remote Professional. Wingman does not provide, and the Client is not responsible for, any such entitlements.
  4. All HR, onboarding, engagement, and termination of Remote Professionals is managed through Philippines Resources Pte Ltd or Wingman’s approved Employer of Record providers. The Client may not directly engage or control any Remote Professional.

5.2 Selection Process

  1. The Client acknowledges that Wingman will undertake a selection process and the Client will approve each Remote Professional provided.

5.3 Leave

The Client acknowledges and agrees that:

  1. Remote Professionals may take leave in accordance with their contractor agreement and applicable laws;
  2. Wingman will use reasonable endeavours to ensure continuity of service during such leave;
  3. The Client remains liable to pay all Fees during any period of leave;
  4. The Client must not require a Remote Professional to take leave except for agreed shutdown periods (e.g. end-of-year closure); and
  5. The Client remains liable for all Fees during any shutdown period or where no work is available, regardless of whether the Remote Professional is on leave.

5.4 Resignation

  1. A Remote Professional may resign in accordance with their contractor agreement and applicable laws. Wingman will notify the Client promptly. Invoices will be paused during any gap between resignation and replacement. Replacement will be actioned promptly and billing will recommence once a replacement begins.

5.5 Serious Misconduct or Underperformance

If the Client considers that a Remote Professional has:

  1. engaged in serious misconduct; or
  2. consistently failed to perform to a reasonable standard,

the Client may notify Wingman in writing detailing the issue and request intervention.

If both parties reasonably agree that performance expectations are not met, Wingman will source a replacement within a reasonable timeframe at no additional cost, and the Client will be credited for any period without an active Remote Professional.

  1. The parties must meet within 7 days of notice to discuss the issue;
  2. The parties will agree on a management process, which may include training, monitoring, or termination; and
  3. Such issues do not affect the validity of this Agreement. Wingman will act in good faith to resolve issues or provide a replacement with minimal disruption.

5.6 Performance Management

  1. The Client must notify Wingman in writing if performance is unsatisfactory and provide supporting evidence.
  2. Within five (5) Business Days, the parties will agree on a Performance Improvement Plan (PIP), which will:
    1. define performance deficiencies;
    2. set measurable KPIs and milestones;
    3. outline support and tools provided;
    4. allocate responsibilities; and
    5. define consequences of non-achievement.
  3. If performance does not improve, Wingman may replace the Remote Professional or take other actions under this Agreement.
  4. Implementation of a PIP does not waive any rights under this Agreement.

5.7 Replacement and Removal of Remote Professional

The Client may request a replacement if performance standards are not met. Wingman will take reasonable steps to improve or replace the Remote Professional.

  1. The Client must provide at least 30 days’ written notice, unless waived for serious misconduct.
  2. Transition Fees: If immediate removal is required:
    1. Weeks 1–2: 75% of weekly fee;
    2. Weeks 3–4: 50% of weekly fee.
    This supports contractor notice obligations.
  3. Wingman will use reasonable endeavours to provide a replacement on the same terms.
  4. This notice period does not create any employment or labour hire relationship.

5.8 Delay to Commencement

  1. If commencement is delayed, the Client must pay a holding fee of AUD $300 per week (plus GST).
  2. The fee covers retention and administrative costs.
  3. The fee applies until:
    1. the revised start date; or
    2. termination of the engagement.
  4. The holding fee is payable in addition to other fees.
  5. Delay does not affect the Client’s obligations under clause 7. The term begins on the actual start date and remains binding.

6. Fees and Invoicing

6.1 General

  1. The Client will pay Wingman the Fees in respect of the Services. Fees are exclusive of GST and other similar taxes and net of withholding taxes.
  2. The Client must pay the Fees in accordance with the agreed payment terms.

6.2 Upfront Payments – Condition of Commencement

  1. The set-up fee and first month’s fee are payable in full prior to the scheduled commencement date.
  2. Commencement of Services and allocation of a Remote Professional are conditional upon receipt of cleared funds. Wingman is under no obligation to allocate or onboard a Remote Professional until such payments are received.
  3. Any delay in payment will result in a corresponding delay to commencement, without liability to Wingman.
  4. The first month’s fee will be applied as a credit against future Fees owed by the Client.

6.3 Other Amounts

  1. The Client must pay any additional amounts owing under this Agreement upon demand without set-off, deduction, or delay.

6.4 Review of Fees

Wingman may amend Fees during the Term by providing at least 90 days’ written notice. If the Client does not agree, the Client must notify Wingman within 30 days. The parties will meet within 14 days to discuss in good faith. If no agreement is reached, the Client may terminate the Agreement with 30 days’ written notice.

6.5 Placement of Remote Professionals

If:

  1. a Remote Professional introduced by Wingman is engaged by the Client during the Term or within 12 months after termination; or
  2. the Client wishes to directly employ a Remote Professional; or
  3. the Client breaches clause 13(a);

the Client must:

  1. promptly notify Wingman in writing;
  2. pay a placement fee of $10,000 upon the Remote Professional commencing engagement with the Client;
  3. pay the Placement Fee even if engagement occurs within 12 months after termination;
  4. pay all Placement Fees within 14 days of invoice; and
  5. pay Wingman’s reasonable legal costs if enforcement action is required.
  1. Each party acknowledges the Placement Fee is a genuine pre-estimate of Loss.
  2. Payment of a Placement Fee does not limit other obligations under this Agreement.

6.6 GST

  1. Wingman may recover additional GST amounts calculated based on the applicable GST rate.
  2. GST is payable without deduction or set-off upon demand.

6.7 Failure to Pay

Interest on overdue payments is 2% per month. Wingman may suspend Services after 14 days’ written notice of overdue payment.

7. Term and Termination

7.1 Term

  1. These Terms commence on the Commencement Date and continue on a month-to-month basis until terminated by the Client with 30 days’ written notice.
  2. Unless terminated with at least 30 days’ written notice, this Agreement will automatically continue on a month-to-month basis on the same terms and conditions, subject to any mutually agreed variations.

7.2 Termination for Cause

Either party may terminate this Agreement immediately without notice if the other party:

  1. materially breaches this Agreement and fails to remedy such breach within 10 Business Days of written notice, or commits a breach incapable of remedy; or
  2. suffers an Insolvency Event.
  3. For clarity:
    1. resignation or non-performance of an individual Remote Professional does not constitute termination or a material breach of this Agreement;
    2. poor performance by a Remote Professional, where the replacement process under clause 5.5, 5.6 or 5.7 is being followed, does not constitute a material breach of this Agreement.

7.3 Obligations on Termination or Expiry

On termination or expiry of this Agreement:

  1. the Client must pay Wingman for all Services provided up to the termination date;
  2. the Client must immediately pay all outstanding invoices;
  3. subject to payment at current rates, Wingman will provide disengagement services as agreed;
  4. each party must return, destroy or permanently erase any Confidential Information of the other party; and
  5. each party must cease using the other party’s Confidential Information.
  1. Termination will not affect any accrued rights, remedies, obligations or liabilities.
  2. Termination or expiry will not affect clauses 7, 9 to 13, 15 and 16 or any provisions intended to survive termination.

8. Insurance

  1. During the Term, Wingman must, at its cost, effect and maintain appropriate business insurances with reputable insurers, including:
    1. Professional Indemnity insurance;
    2. Public Liability insurance;
    3. Cyber Liability insurance; and
    4. Workers Compensation insurance as required by law for onshore operations.
  2. Wingman must provide the Client with certificates of currency for the insurance policies upon reasonable request, not more than once per calendar year during the Term.

9. Intellectual Property Rights

9.1 Background IP

  1. Wingman acknowledges that the Client IP, and all Intellectual Property Rights subsisting in the Client IP, is and remains the exclusive property of the Client or, where applicable, the third-party licensor from whom the Client derives the right to use them.
  2. The Client acknowledges that all Wingman IP, and all Intellectual Property Rights subsisting in the Wingman IP, remains the exclusive property of Wingman or, where applicable, the third-party licensor from whom Wingman derives the right to use them, including all Support Package IP.

9.2 Licenses to Use Background IP

  1. Wingman grants the Client a limited, royalty-free, revocable, non-exclusive, non-transferable and non-sublicensable right for the Term to use the Wingman IP solely to the extent necessary for the Client to receive the benefit of the Work or the Services.
  2. The Client grants Wingman a limited, royalty-free, revocable, non-exclusive, non-transferable and non-sublicensable right for the Term to use the Client IP solely to the extent necessary for Wingman to perform its obligations under this Agreement.

9.3 Created IP

  1. All Created IP, and the Intellectual Property Rights subsisting in Created IP, vest in and remain owned by Wingman. Wingman grants the Client a perpetual, non-exclusive, royalty-free license to use the Created IP for the Client’s internal business purposes.
  2. The Client grants Wingman a limited, royalty-free, revocable, non-exclusive, non-transferable right to use the Created IP solely to the extent necessary for the Remote Professionals to perform the Work or the Services.
  3. For clarity, all intellectual property related to support packages, process implementations, CRM configurations, tool implementations, methodologies, workflows, and system optimisations developed or customised for the Client remains the exclusive property of Wingman. Upon termination or expiry of this Agreement, the Client must cease using such intellectual property and, where technically feasible, remove or roll back any Wingman-created processes, configurations, or implementations from the Client’s systems.

9.4 Restrictions

Except as expressly allowed under this Agreement, or otherwise agreed in writing, each party agrees not to:

  1. Create or attempt to create by reverse engineering, disassembly, decompilation or otherwise the other party’s Background IP or Confidential Information, or aid or permit others to do so;
  2. Remove any identification or notices of any proprietary or copyright restrictions;
  3. Replicate the other party’s Background IP or Confidential Information;
  4. Develop any derivative works or include any portion into other Materials; or
  5. Develop methods to enable unauthorised parties to use such Background IP or Confidential Information.

9.5 Intellectual Property and Materials (IP)

  1. Wingman retains ownership of all Intellectual Property, materials, documents, templates, processes, systems, workflows, and any other content or materials (“IP”) provided under this Agreement, including Support Package materials.
  2. The Client is granted a non-exclusive, non-transferable, non-sublicensable license to use the IP solely for receiving Services under this Agreement.
  3. The Client must not use the IP for any other purpose, provide it to any third party, or use it after termination or expiry.
  4. Upon termination or expiry, the Client must immediately cease using and return or permanently delete all IP provided by Wingman.
  5. Any breach entitles Wingman to seek injunctive relief, damages, and recovery of legal costs.
  6. Where the Client continues to use Wingman’s IP after termination or makes it available to third parties, the Client acknowledges daily losses including:
    1. Lost licensing revenue;
    2. Administrative costs;
    3. Damage to competitive advantage; and
    4. Loss of control over proprietary methodologies.
    Accordingly, the Client agrees to pay Wingman $100 per day for each day of unauthorised use as a genuine pre-estimate of loss.
  7. Direct Hiring IP Breach: Clients who directly hire Remote Professionals or Wingman Personnel must immediately delete all Wingman IP or incur the $100 daily penalty in addition to Placement Fees.
  8. Process Rollback: Upon termination, all Wingman-created processes within Client systems must be removed within 30 days, with reasonable access provided to Wingman to facilitate rollback.

10. Confidentiality

10.1 Obligations of Confidence

Each party agrees to, and shall ensure each of its Personnel:

  1. Hold in strict confidence all Confidential Information of the other party and not disclose or permit its disclosure;
  2. Use the Confidential Information solely to perform or exercise its rights under this Agreement;
  3. Not transfer, display, convey or otherwise disclose or make available any Confidential Information to any third party; and
  4. Use reasonable endeavours, including maintaining secure storage and implementing adequate security measures, to protect Confidential Information from unauthorised use, disclosure or copying.

10.2 Exclusions

The obligations in clause 10.1 do not apply:

  1. To the extent disclosure is required by law;
  2. To any disclosure agreed in writing between the parties;
  3. Where the Confidential Information has entered the public domain other than through a breach of this Agreement; or
  4. Where the information is already known, rightfully received, or independently developed by the recipient without any obligation of confidence.

10.3 Injunctive Relief

Each party acknowledges that:

  1. The other party may suffer financial and other loss if any unauthorised act occurs in relation to its Confidential Information or Intellectual Property Rights, and monetary damages may be an insufficient remedy; and
  2. In addition to any other remedies available at law or in equity, the affected party is entitled to injunctive relief to prevent a breach of, and to compel specific performance of, clauses 9 or 10.

11. Data Protection

11.1 Security Services

The Client acknowledges and agrees that, except to the extent resulting from a breach of these Terms by Wingman:

  1. Wingman’s Security Support: As a representation of our brand and commitment to excellence, Wingman provides comprehensive security onboarding and ongoing support to Clients, including:
    1. Security awareness training for Remote Professionals during onboarding;
    2. Cybersecurity best practices guidance and documentation;
    3. Direct engagement with security providers to assist with Client security assessments;
    4. Ongoing security updates and recommendations throughout the engagement; and
    5. Access to security resources and consultation as part of the service offering.
  2. Client Security Responsibility: While Wingman provides the security support outlined above, this does not transfer primary security responsibility from the Client. The Client remains solely responsible for:
    1. Ensuring all equipment and devices meet the Client’s security requirements;
    2. Implementing and maintaining appropriate cybersecurity protocols;
    3. Ensuring Remote Professionals receive Client-specific security training to the Client’s satisfaction; and
    4. Engaging with, responding to, and implementing security recommendations provided by Wingman.
  3. Liability Allocation: Failure by the Client to engage with, respond to, acknowledge, or implement security information and recommendations provided by Wingman places all security liability with the Client. Wingman is not responsible for reviewing, monitoring, or maintaining any minimum level of security on devices supplied to Remote Professionals beyond the support services outlined above.
  4. Limitation of Liability: Except to the extent resulting from a breach of these Terms by Wingman, and to the maximum extent permitted by law, Wingman is not responsible for any Loss suffered or incurred by the Client in connection with any data breach or security incident caused or contributed to by a Remote Professional placed with the Client.

12. Privacy

  1. Each party must, and must ensure that its Personnel, comply with their obligations under all relevant Privacy Laws.
  2. If the Client discloses any individual’s Personal Information to Wingman or a Remote Professional, the Client warrants that it has obtained all necessary consents and made required disclosures prior to such collection and disclosure.
  3. Where Personal Information is transferred to Philippines Resources Pte Ltd or Remote Professionals in the Philippines, the Client acknowledges that such information will be subject to Philippines privacy laws and consents to such cross-border transfer.
  4. In the event of a data breach involving Personal Information, the party becoming aware of the breach must notify the other party within 24 hours and cooperate in any required notifications to regulatory authorities or affected individuals.
  5. Upon termination or expiry of this Agreement, each party must return or securely destroy all Personal Information received from the other party, except as required by applicable law.
  6. The Client indemnifies Wingman against any claims, penalties, or losses arising from the Client’s failure to obtain proper consent for Personal Information disclosed to Wingman or Remote Professionals.

12.2 Data Back-Up and Responsibility

  1. Notwithstanding anything else in this Agreement, the Client acknowledges and agrees that Wingman:
    1. Is not responsible for the back-up of any Client Data or Client IP in connection with the Services; and
    2. Is not liable for any loss, destruction, or damage to Client Data or Client IP caused by the Client’s failure to back up such data, or for any resulting Loss incurred by the Client.

13. Limitation of Liability

13.1 Maximum Liability

  1. Subject to clause 13.1(b) and unless otherwise prohibited by law, each party’s aggregate liability to the other party arising out of or in connection with this Agreement (whether under contract, in tort, under statute or otherwise) is limited to an amount equal to the Fees paid by the Client to Wingman under the Statement of Work.
  2. Clause 13.1(a) will not limit or exclude liability for any claim or Loss arising from:
    1. Fraud, fraudulent representation or criminal conduct;
    2. Wilful default, wilful misconduct, or gross negligence; or
    3. In the case of the Client:
      1. Its obligation to pay Fees and other amounts;
      2. Any liability arising from a Remote Professional performing Work or Services; or
      3. A breach of this clause 13.

13.2 Exclusions

As far as the law permits:

  1. Neither party nor its Personnel will be liable for any Consequential Loss;
  2. The Client is solely responsible for any decisions, opinions, or actions taken based on the Work, Services, or Security Services;
  3. Wingman shall have no liability for:
    1. Any deemed employment relationship between a Remote Professional and the Client;
    2. Any Loss caused by misconduct, negligence, or incompetence of a Remote Professional; or
    3. Any Loss caused by errors or omissions in information or instructions provided by the Client.
  4. Except for warranties expressly set out in this Agreement, Wingman makes no warranties and disclaims all statutory or implied warranties, including merchantability, fitness for purpose, and non-infringement.

13.3 Mitigation

Each party must mitigate any Loss it suffers as a result of a breach of this Agreement or any warranty.

13.4 Australian Consumer Law

If the Australian Consumer Law applies, Wingman acknowledges that its Services come with guarantees that cannot be excluded, and the following applies:

For major failures:

  • Cancel the service contract; and
  • Receive a refund or compensation for reduced value.

You are also entitled to compensation for any other reasonably foreseeable loss or damage.

For non-major failures:

  • Have the issue rectified within a reasonable time; or
  • Cancel the contract and receive a refund if not rectified.

14. Non-Solicitation

  1. In consideration of Wingman providing the Services and access to Remote Professionals, the Client must not, and must ensure none of its Affiliates, during the Term and for 12 months after termination or expiry (“Restraint Period”):
    1. Solicit, entice away, or attempt to solicit or entice away:
      1. Any Remote Professional involved in delivering the Work;
      2. Any Wingman Personnel involved in providing the Services; or
      3. Any other onshore worker engaged by Wingman or its Affiliates and introduced to the Client (each a “Protected Person”).
    2. Engage or employ any Protected Person within 12 months after they cease engagement with Wingman, without prior written consent.
    3. Directly or indirectly induce or encourage any Protected Person or Wingman client to end their relationship with Wingman or disclose their arrangement terms.
    4. Request or induce any Protected Person to disclose information relating to remuneration or benefits provided by Wingman.
  2. The Client acknowledges that:
    1. The restraints are reasonable and necessary to protect Wingman’s business interests, relationships, and workforce; and
    2. Each restraint is separate and enforceable independently, and if one is unenforceable, the others remain valid.

15. Force Majeure Event

15.1 General

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay is due to a Force Majeure Event.

15.2 Notification

  1. If a Force Majeure Event occurs, the affected party (“Affected Party”) must notify the other party without delay, providing full details, and use best endeavours to remedy the situation.
  2. When the Affected Party is no longer delayed, it must promptly notify the other party of the cessation of the Force Majeure Event.
  3. Following such notice, the parties must meet without delay to agree on a mutually acceptable course of action to minimise any effects.

15.3 Terms Variation

  1. Wingman may vary these Terms by providing at least 90 days’ written notice.
  2. If the variation materially affects the Client, the parties must meet within 30 days to discuss and seek mutually acceptable modifications.
  3. Variations take effect as notified unless withdrawn or modified by Wingman following discussions.

15.4 Notices

A notice, consent or communication under this Agreement must be in writing, signed, and addressed to the recipient as specified in the Quote or as otherwise notified.

  1. If hand delivered, on the day it is delivered;
  2. Force Majeure Events include natural disasters, pandemics, civil disturbances, war, industrial action, embargo, governmental actions, energy shortages, and telecommunications failures affecting Australia or the Philippines;
  3. If sent by post, three Business Days after posting; and
  4. If sent by email, on the same day if sent before 5:00pm on a Business Day, otherwise on the next Business Day.

15.5 Assignment and Subcontracting

  1. The Client must not assign or transfer its rights or obligations without prior written consent (not unreasonably withheld).
  2. Wingman may subcontract its obligations without prior consent, but remains responsible for performance.

15.6 Miscellaneous

  1. Remote Professionals are engaged as independent contractors through Philippines Resources Pte Ltd or an approved Employer of Record, and no employment relationship is created.
  2. This Agreement may only be amended in writing by all parties.
  3. This Agreement is governed by the laws of Queensland, and parties submit to its courts.
  4. Any unenforceable provision may be severed without affecting the remainder of the Agreement.
  5. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
  6. Any waiver must be in writing and applies only to the extent specified.
  7. Fee Suspension: During Force Majeure Events preventing service delivery, fee obligations are suspended proportionally to the impact on service provision.

16. Defined Terms & Interpretation

16.1 Defined Terms

In this Agreement:

  • Affiliate means a holding company, subsidiary, or subsidiary of a subsidiary of Wingman.
  • Background IP means Client IP or Wingman IP.
  • Business Day means a day other than a Saturday, Sunday, or public holiday in Brisbane, Queensland.
  • Client Data means:
    1. Data provided by the Client to Wingman;
    2. Data generated in connection with the Services relating to the Client’s business;
    3. The Client’s Confidential Information; or
    4. Data accessed by a Remote Professional in connection with the Services.
  • Client IP means Materials owned or licensed by the Client independently of this Agreement.
  • Commencement Date means the date in the Statement of Work.
  • Claims means any claim, action, demand or proceeding for Loss.
  • Confidential Information means non-public or proprietary information including:
    1. Business and affairs of a party;
    2. Information about Wingman and related parties;
    3. Information relating to this Agreement;
    4. Intellectual Property Rights;
    5. The existence and terms of this Agreement;
    6. Information inherently confidential;
    7. Information designated confidential; or
    8. Information known or reasonably expected to be confidential.
  • Consequential Loss includes indirect or special loss such as loss of profit, revenue, business, or reputation.
  • Created IP means:
    1. Newly created Material; or
    2. Novel combinations of Material arising from the Services.
  • Deposit means the deposit in the Statement of Work.
  • Expiry Date means the expiry date in the Statement of Work.
  • Fees means all fees in the Statement of Work.
  • Force Majeure Event means events beyond reasonable control including natural disasters, pandemics, war, outages, or similar disruptions (excluding payment obligations).
  • Government Agency means any governmental or regulatory body.
  • GST has the meaning in the GST Act.
  • GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • Improvements means modifications, enhancements or developments.
  • Insolvency Event includes:
    1. Appointment of an administrator or receiver;
    2. Inability to pay debts;
    3. Cessation of business; or
    4. Equivalent events in other jurisdictions.
  • Intellectual Property Rights includes patents, trademarks, copyrights, know-how and similar rights.
  • Law includes any applicable statute, regulation or ruling.
  • Loss includes any loss, cost, expense or liability.
  • Materials includes:
    1. Creative works;
    2. Registrable IP;
    3. Documents and data;
    4. Software and code; and
    5. Any combination of these.
  • OH&S Law means health and safety related laws.
  • Payment Terms means terms in the Statement of Work.
  • Personal Information has the meaning in the Privacy Act 1988 (Cth).
  • Personnel means employees, contractors or agents.
  • Placement Fee has the meaning in clause 6.
  • Privacy Laws means applicable privacy legislation.
  • Services has the meaning in clause 2.1.
  • Statement of Work means a written agreement outlining Services.
  • Wingman IP means IP owned or licensed by Wingman.
  • Support Package means any consulting, training or service package.
  • Wingman IP & Material IP means all methodologies, systems, tools and materials developed or provided by Wingman.
  • Term means the duration of the Agreement.
  • Third Party IP means IP owned by third parties.
  • Work means duties performed by a Remote Professional.
  • Remote Professional means a contractor engaged via Philippines Resources Pte Ltd or similar.
  • Replacement Remote Professional means a replacement resource provided by Wingman.

16.2 Interpretation

  1. No rule of construction applies against a party because it prepared these Terms;
  2. References to clauses or schedules refer to this Agreement;
  3. References include successors and assigns;
  4. Defined terms apply to all grammatical forms;
  5. Legislation includes amendments and replacements;
  6. If a deadline falls on a non-Business Day, it moves to the next Business Day;
  7. “$” refers to Australian currency; and
  8. Examples do not limit general meaning.

16.3 Independent Contractor Relationship

  1. Remote Professionals are independent contractors and not employees, agents, or representatives of the Client.
  2. The Client must not:
    1. Impose fixed work hours beyond reasonable coordination;
    2. Issue formal disciplinary actions;
    3. Control how work is performed beyond outcomes and timelines; or
    4. Integrate Remote Professionals into internal employment systems.
  3. Communication must be limited to tasks, quality, and delivery timelines, with overall oversight remaining with Wingman.
  4. If a Remote Professional is deemed an employee of the Client:
    1. The Client assumes all employment obligations; and
    2. The Client indemnifies Wingman against all related claims and liabilities.