Facility Agreement

1. Introduction and Scope

This Facility Agreement ("Agreement") is between you (the healthcare facility, aged care provider, hospital, or similar organisation) ("Facility", "you", or "your") and Talent Grid Limited (NZBN: 9429051450724) ("TalentGrid", "we", "us", or "our"), and governs your use of the TalentGrid platform (the "Platform") to post shifts and engage healthcare Contractors.

This Agreement supplements and forms part of the Terms of Service and must be read in conjunction with them. In the event of any conflict between this Agreement and the Terms of Service, this Agreement shall prevail with respect to matters specific to Facilities.

By registering as a Facility and using the Platform to post shifts and engage Contractors, you acknowledge that you have read, understood, and agree to be bound by this Agreement, the Terms of Service, and our Privacy Policy.

2. Nature of Relationship

2.1 Platform Service Provider

TalentGrid operates an online platform that connects Facilities with qualified healthcare Contractors for temporary staffing needs. TalentGrid is not an employment agency and does not supply staff or provide healthcare services. We are a technology platform provider that facilitates connections between Facilities and independent Contractors.

2.2 Relationship with Contractors

When a Contractor accepts a shift at your Facility, a direct service relationship is established between you and the Contractor for the duration of that shift. The Contractor is an independent contractor, not an employee of TalentGrid or your Facility (unless you separately employ them outside the Platform). You are responsible for:

• Verifying that Contractors meet your specific requirements before confirming shifts
• Supervising and directing Contractors during shifts
• Providing a safe working environment in compliance with the Health and Safety at Work Act 2015
• Ensuring Contractors follow your policies, procedures, and clinical protocols

2.3 TalentGrid's Role

TalentGrid provides the following services:

• Platform technology for shift posting, matching, and management
• Contractor credential verification and ongoing compliance monitoring
• Payment processing and invoicing
• Customer support and dispute resolution
• Ratings and review systems

To avoid any doubt under the Employment Relations Act 2000, TalentGrid is not a party to the provision of clinical care and cannot be considered a joint employer. We do not provide clinical governance or oversight. You bear full clinical governance and vicarious liability for the Contractor's actions while under your supervision. We are not responsible for the quality, competence, or conduct of Contractors during shifts, except to the extent we have failed to properly verify credentials in accordance with our stated processes.

3. Facility Obligations

3.1 Accurate Shift Posting

When posting shifts, you must provide accurate, complete, and current information including:

• Shift date, start time, and end time (including any breaks)
• Role type and required qualifications (e.g., Registered Nurse, Enrolled Nurse, Caregiver)
• Specific requirements (e.g., dementia experience, medication management)
• Hourly rate (including any penalty rates for nights, weekends, or public holidays)
• Facility location and specific ward/unit
• Contact person for the shift
• Any special instructions, dress code, or parking information

You warrant that all posted shifts are genuine, lawful, and comply with applicable employment, health and safety, and anti-discrimination laws. You must not post shifts that involve illegal activities, unsafe working conditions, or discriminatory requirements.

3.2 Timely Shift Confirmation and Communication

When a Contractor claims a shift, you must:

• Review the Contractor's profile, qualifications, and ratings promptly
• Confirm or reject the claim within 24 hours (or the timeframe specified on the Platform)
• Provide clear reasons if rejecting a claim (e.g., "requires additional dementia experience")
• Communicate any additional requirements or instructions to confirmed Contractors before the shift

3.3 Safe Working Environment

You are responsible for providing a safe working environment in compliance with the Health and Safety at Work Act 2015. Under Section 34 of the Act, both TalentGrid and the Facility are considered PCBUs (Persons Conducting a Business or Undertaking) with overlapping duties. You agree to continuously consult, cooperate, and coordinate with TalentGrid regarding the health, safety, and wellbeing of Contractors on your premises, and promptly share any incident reports or risk assessments upon request. Your duties include:

• Conducting risk assessments and implementing appropriate safety measures
• Providing necessary personal protective equipment (PPE)
• Ensuring safe systems of work and adequate supervision
• Providing appropriate orientation and induction for Contractors
• Having policies and procedures for incident reporting and emergency response
• Ensuring Contractors have access to first aid and emergency services
• Reporting serious harm incidents to WorkSafe New Zealand as required

3.4 Orientation and Support

You must provide Contractors with appropriate orientation, including:

• Facility layout, emergency exits, and safety procedures
• Location of essential equipment, supplies, and medication storage
• Introduction to the team and identification of the shift supervisor
• Overview of relevant policies, procedures, and clinical protocols
• Patient/resident handover and assignment of responsibilities

3.5 Verification of Contractor Credentials

While TalentGrid conducts initial verification of Contractor credentials, you retain ultimate responsibility for ensuring Contractors meet your specific requirements. Before a Contractor commences work, you should:

• Review the Contractor's profile and credentials on the Platform
• Verify identity (photo ID)
• Confirm current professional registration (if applicable)
• Check vaccination status and health clearances as required by your policy
• Satisfy yourself that the Contractor is competent to perform the role

You have the right to decline to allow a Contractor to commence work if they do not meet your requirements or if you have concerns about their credentials, despite TalentGrid's verification.

3.6 Professional Treatment of Contractors

You must treat all Contractors with respect, professionalism, and dignity. You must not:

• Discriminate against Contractors on the basis of age, gender, ethnicity, religion, disability, or other protected characteristics
• Harass, bully, or abuse Contractors
• Make unreasonable demands or require Contractors to work beyond the scheduled shift without agreement
• Withhold information necessary for the Contractor to perform their duties safely

3.7 Incident Reporting

You must report any incidents, accidents, performance concerns, or serious issues involving Contractors to TalentGrid within 24 hours. This includes:

• Patient/resident safety incidents
• Workplace injuries or near-misses
• Professional misconduct or boundary violations
• Concerns about Contractor competence or fitness for duty
• Breaches of confidentiality or privacy

3.8 Timesheet Approval

You must review and approve Contractor timesheets within 48 hours of shift completion. Timesheets should accurately reflect the hours worked, including any breaks. Disputes regarding hours worked must be raised with TalentGrid within 7 days.

4. Pricing, Invoicing, and Payment

4.1 Shift Budgets and Matching Strategy

TalentGrid operates on a transparent, technology-driven matching model. When posting a shift, you set the maximum total hourly rate your Facility is willing to pay. Contractors on the Platform have the freedom to set their own desired hourly rates.

The Platform will automatically surface your shift only to qualified Contractors whose desired rate (when combined with TalentGrid's standard Platform Fee) falls at or below your specified maximum rate. The shift is assigned to the first eligible Contractor to claim it on a first-come, first-served basis.

There are no hidden fees. The maximum rate you set is your absolute ceiling, ensuring you never exceed your staffing budget.

4.2 Service Fee Structure

TalentGrid's service fee covers:

• Platform technology, maintenance, and development
• Contractor credential verification and compliance monitoring
• Payment processing and invoicing
• Customer support and dispute resolution
• Insurance and legal costs

The platform service fee is a standard percentage (agreed during your account onboarding). You will only be invoiced for the actual rate the matched Contractor set, plus the Platform Fee—a combined total that will never exceed your set maximum rate.

4.3 Invoicing

TalentGrid will invoice you for all confirmed and completed shifts. Invoices are issued on a weekly basis by default. Alternative invoicing schedules (fortnightly or monthly) are available only by arrangement with TalentGrid and must be approved by a TalentGrid administrator. Each invoice includes:

• Shift details (date, Contractor name, hours worked, rate)
• Contractor payment amount
• TalentGrid service fee
• GST (itemised separately)
• Total amount due

Invoices are sent via email and are accessible through your Platform account. Invoices are tax invoices compliant with the Goods and Services Tax Act 1985.

4.4 Payment Terms

Payment is due within 7 days (Net 7) of the invoice date, unless alternative payment terms have been agreed in writing. Payment methods include:

• Direct bank transfer to the account specified on the invoice
• Credit card (via the Platform, if enabled for your account)
• Direct debit (by arrangement)

All payments must reference the invoice number to ensure correct allocation.

4.5 Late Payment

If payment is not received within the specified timeframe:

• A reminder notice will be sent after 7 days
• Interest may be charged on overdue amounts at a rate of 2% per month (or part thereof)
• Your access to the Platform may be suspended after 14 days until payment is received
• Your account may be terminated for repeated late payments or non-payment exceeding 30 days
• TalentGrid may engage debt collection services and recover legal costs

4.6 Disputed Invoices

If you dispute any invoice, you must notify TalentGrid in writing within 7 days of the invoice date, specifying the disputed amount and the reason for the dispute. You must pay any undisputed portion of the invoice by the due date. We will investigate and work with you to resolve the dispute promptly.

4.7 GST

All fees and charges are exclusive of GST unless otherwise stated. GST will be added to invoices in accordance with the Goods and Services Tax Act 1985. If your Facility is GST-registered, you may claim GST input credits on TalentGrid's services.

5. Shift Cancellation Policy

5.1 Cancellation by Facility

Once a shift is confirmed, it becomes a binding commitment for both you and the Contractor. If you need to cancel a confirmed shift:

5.2 Emergency Cancellations

In cases of genuine emergency (natural disaster, facility closure, public health emergency, etc.), cancellation fees may be waived at TalentGrid's discretion. You must notify TalentGrid and the Contractor as soon as possible and provide supporting documentation.

5.3 Cancellation Process

To cancel a confirmed shift, you must cancel through the Platform immediately. The cancellation timestamp is recorded and determines which cancellation policy applies. You must also notify the Contractor directly (via phone or SMS) if the cancellation is within 24 hours of the shift start.

5.4 Cancellation by Contractor

If a Contractor cancels a shift or fails to arrive (no-show), TalentGrid will work with you to find a replacement Contractor where possible. If the cancellation is due to Contractor fault (not an emergency), the Contractor may face penalties and you will not be charged for the shift. See the Contractor Agreement for details on Contractor cancellation policies.

6. Ratings and Reviews

6.1 Rating Contractors

After each shift, you may rate and review the Contractor's performance. Ratings should consider factors such as:

• Punctuality and attendance
• Professionalism and communication
• Clinical competence and quality of care
• Adherence to policies and procedures
• Teamwork and attitude

Ratings and reviews help maintain quality standards on the Platform and assist other Facilities in making informed decisions.

6.2 Review Standards

Reviews must:

• Be honest, accurate, and based on genuine experience
• Be professional and respectful in tone
• Be relevant to the Contractor's performance during the shift
• Not contain profanity, discriminatory language, or personal attacks
• Not disclose patient/resident information or other confidential information
• Not contain threats or defamatory statements

6.3 Contractor Ratings of Facilities

Contractors may also rate and review your Facility. These ratings consider factors such as working environment, organisation, support, and treatment of staff. Contractor ratings are visible to other Contractors and contribute to your Facility's reputation score on the Platform.

Maintaining good ratings helps you attract high-quality Contractors. If you receive concerning feedback, we encourage you to address the issues and improve your working environment.

7. Introduction and Placement Fee (12-Month Period)

7.1 Valid Introduction

You acknowledge TalentGrid's substantial investment in acquiring, verifying, and facilitating connections with qualified Contractors. If you directly hire, engage, or contract with a Contractor introduced through the Platform (outside the Platform) within 12 months of their last shift at your Facility (the "Placement Period"), you agree to pay TalentGrid an Introduction and Placement Fee (the "Placement Fee"), unless:

• You had a pre-existing, documented employment relationship with the Contractor prior to their use of the Platform
• TalentGrid has provided prior written consent to waive the fee

7.2 Purpose and Rationale

This commercial arrangement protects TalentGrid's business interests and ensures fair compensation for connecting you with qualified Contractors. It reflects TalentGrid's investment in credential verification, platform development, and ongoing support services. The arrangement does not prevent you from hiring through other channels or engaging with Contractors you met independently of the Platform.

7.3 Placement Fee Calculations

The Placement Fee is a fair assessment of the value transferred to you when securing a verified healthcare professional permanently, and is calculated based on:

• The number of shifts the Contractor has already worked at your Facility via the Platform
• The Contractor's standard shift length and hourly rate
• The time remaining in the 12-month placement period

Placement fees typically range from NZD $2,000 to $8,000 depending on the above factors. Contact TalentGrid for a specific quote prior to offering direct engagement.

7.4 Your Obligations

You agree to:

• Promptly inform TalentGrid if you intend to offer direct employment to a Contractor during the Placement Period
• Not arrange "under the table" payments or encourage Contractors to circumvent the Platform

7.5 Breach and Remedies

Failure to disclose the direct employment of a Contractor introduced by TalentGrid during the Placement Period is a material breach of this Agreement. TalentGrid may pursue remedies including:

• Immediate invoicing of the maximum applicable Placement Fee
• Immediate account termination
• Legal action to recover the fee and associated legal costs

8. Insurance and Liability

8.1 Facility Insurance Requirements

You must maintain appropriate insurance coverage for your operations, including:

• Public Liability Insurance: Minimum coverage of NZD $10,000,000 per claim
• Professional Indemnity Insurance: Appropriate to your type of healthcare services
• Employer's Liability Insurance: Covering your employees and contractors working on your premises
• Property Insurance: Covering your premises, equipment, and assets

You must provide proof of insurance upon request and notify TalentGrid immediately if your insurance is cancelled, lapses, or coverage is reduced.

8.2 ACC Coverage

You must be registered with ACC and maintain appropriate cover. Your ACC coverage should extend to contractors working on your premises. Contractors are responsible for their own ACC levies as self-employed persons, but your workplace coverage provides additional protection.

8.3 Contractor Insurance

All Contractors on the Platform are required to maintain professional indemnity insurance. TalentGrid verifies this as part of the credential verification process. However, you retain the right to request proof of insurance before allowing a Contractor to commence work.

8.4 Liability Allocation

As the Facility, you are responsible for:

• Providing a safe working environment under the Health and Safety at Work Act 2015
• Assuming full vicarious liability for the actions of Contractors working under your direction and supervision, to the fullest extent permitted by law, acknowledging that TalentGrid carries absolutely no clinical governance responsibility over the shifts.
• Claims arising from your negligence, premises defects, or failure to provide adequate supervision

Contractors are responsible for their own professional conduct and any negligence, errors, or omissions in the performance of their duties.

8.5 TalentGrid Liability

TalentGrid's liability is limited as set out in the Terms of Service. TalentGrid is not liable for:

• The conduct, performance, competence, or actions of Contractors during shifts
• Patient/resident injuries or harm arising from Contractor conduct (except where caused by our negligence in credential verification)
• Disputes between you and Contractors
• Loss or damage arising from your breach of health and safety obligations

8.6 Indemnification

You agree to indemnify and hold harmless TalentGrid from any claims, liabilities, damages, costs, or expenses (including legal fees) arising from:

• Your breach of this Agreement or applicable laws
• Your failure to provide a safe working environment
• Claims by Contractors for injury, discrimination, or mistreatment
• Patient/resident claims arising from your supervision or control of Contractors

9. Confidentiality and Privacy

9.1 Contractor Information

You may access personal information about Contractors through the Platform, including names, contact details, qualifications, and work history. You agree to:

• Use Contractor information only for the purpose of engaging Contractors through the Platform
• Not disclose Contractor information to third parties without consent
• Protect Contractor information in accordance with the Privacy Act 2020
• Not use Contractor information for direct marketing or solicitation

9.2 TalentGrid Confidential Information

You agree to maintain the confidentiality of TalentGrid's proprietary information, including Platform technology, pricing structures, algorithms, and business processes.

9.3 Your Privacy

TalentGrid's collection, use, and disclosure of your information is governed by our Privacy Policy. By agreeing to this Agreement, you consent to the handling of your information as described in the Privacy Policy.

10. Termination

10.1 Termination by Facility

You may terminate this Agreement and close your account at any time by providing written notice to TalentGrid. You must complete or cancel all confirmed shifts before termination. Outstanding invoices remain payable.

10.2 Termination by TalentGrid

TalentGrid may suspend or terminate your account immediately, without prior notice, for:

• Breach of this Agreement, the Terms of Service, or any applicable policies
• Non-payment of invoices exceeding 30 days
• Repeated late payments (3 or more occasions)
• Fraud, misrepresentation, or providing false information
• Unsafe working conditions or serious health and safety violations
• Mistreatment, harassment, or discrimination against Contractors
• Breach of the Introduction and Placement Fee provisions
• Conduct that poses a risk to Contractors, patients, or TalentGrid's reputation

10.3 Effect of Termination

Upon termination:

• Your access to the Platform immediately ceases
• You must complete or cancel all confirmed shifts
• All outstanding invoices become immediately due and payable
• The Introduction and Placement Fee provisions continue in full force for the 12-month period from each Contractor's last shift at your Facility
• Confidentiality obligations continue indefinitely
• TalentGrid may retain certain information as described in the Privacy Policy

11. Dispute Resolution

Any disputes arising from this Agreement shall be resolved in accordance with the dispute resolution process set out in Section 19 of the Terms of Service, which includes good faith negotiation, mediation, and (if necessary) court proceedings in New Zealand.

12. General Provisions

12.1 Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and TalentGrid regarding your use of the Platform and supersedes all prior agreements and understandings.

12.2 Changes to Agreement

TalentGrid may modify this Agreement with at least 14 days' notice for material changes. Your continued use of the Platform after the effective date constitutes acceptance of the changes.

12.3 Governing Law

This Agreement is governed by the laws of New Zealand, including the Health and Safety at Work Act 2015, the Privacy Act 2020, and the Contract and Commercial Law Act 2017. You submit to the exclusive jurisdiction of the courts of New Zealand.

12.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

13. Contact Information

If you have any questions, concerns, or inquiries regarding this Facility Agreement, please contact us:

We aim to respond to all facility enquiries within 2 business days.

Related Documents

This Agreement should be read in conjunction with:

• Terms of Service
• Privacy Policy
• Cookie Policy
• Acceptable Use Policy