Employer Agreement

PARTIES

1. P&J Entrepreneurs Limited, a company incorporated and registered in New Zealand with company number 4173278 (P&J); and
   Address: 2/8 Osborne Street, Newmarket, Auckland

   Phone: +6427 465 6222
2. A company incorporated and registered in New Zealand (the Employer).

INTRODUCTION

1. P&J operates an online platform available at open.joybusinessacademy.com (the Platform), which aims to help individuals using the Platform (Learners) develop the skills and experiences needed for them to find employment.
2. P&J; partners with other entities (Partners) that provide P&J; with information about current job opportunities with them. P&J;, together with experts and content creators, develops education tools to assist Learners to develop certain skills identified as necessary for these job opportunities.
3. The Employer now wishes to become a Partner of P&J; on the terms set out in this agreement. The Employer and P&J; shall work together to provide Learners with an opportunity to develop certain skills required by the Employer for employment opportunities it has or may have (from time to time).

TERMS OF THIS AGREEMENT

1. DEFINITIONS AND INTERPRETATION

   1. Definitions

      The following definitions apply in this agreement:

      Associates means persons using the Platform on behalf of the Employer, including the Employer's directors, employees and other agents.

      Business Day means any day (other than a Saturday, Sunday or public holiday, as defined in the Holidays Act 2003) on which registered banks are open for general banking business in Auckland, New Zealand.

      Commencement Date means the date of this agreement.

      Dashboard means the tab labelled "Dashboard" on the Employer's Profile.

      Employer Profile means the online profile relating to the Employer, developed in accordance with clause 6 and listed on the Platform.

      Employment Opportunity means employment opportunities with the Employer from time to time as listed on the Platform.

      Fees means the fees charged by P&J; pursuant to this agreement, as set out in clause 5.2.

      Learners has the meaning given to that term in the background section.

      P&J; Personnel means P&J;'s directors, employees and other agents.

      Parties means the parties to this agreement.

      Partners has the meaning given to that term in the background section, being third parties which have entered into a service agreement with P&J; and who utilise the Platform as an "employer".

      Period means the period running from the Commencement Date until the agreed end of the payment period.

      Pitch means an online application for an Employment Opportunity created by a Learner and submitted to the Employer.

      Platform has the meaning given to that term in the background section.

      Services means the services offered by P&J; pursuant to this agreement.

      Skill Requirements means the skills the Employer requires Learners to possess before they are able to apply for an Employment Opportunity.

      Super User means a person acting on behalf of the Employer who is responsible for setting up and administering the Employer's profile, and the profiles of any of the Employer's Associates.

      Users means all persons using the Platform, in whatever capacity.

   2. Interpretation

      The following rules of interpretation apply in this agreement:

      1. References to the Parties include their respective executors, administrators, successors and permitted assigns.
      2. Headings have been inserted for convenience only and will not affect the interpretation of this agreement.
      3. References to this agreement mean this agreement as amended, varied and/or replaced from time to time.
      4. References to clauses will be construed as references to clauses in this agreement.
      5. References to the words including, include or similar words are not to be construed as implying any limitation and are deemed to have the words without limitation following them.
      6. References to $ are references to New Zealand dollars.
      7. References to time and dates are to New Zealand time and dates.
      8. No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this agreement or any part of it.
      9. References to a statute or statutory provision shall include all statutes or statutory provisions amending, consolidating or replacing that statute or statutory provision referred to, and any regulations, codes, orders in council and other instruments issued or made under that statute or statutory provision.
      10. References to written or in writing shall include all modes of presenting or reproducing words, figures and symbols in a visible form (including via email communications and fax).
      11. The introduction to this agreement forms part of this agreement and has the same force and effect as if set out in the body of this agreement, and any references to this agreement will include the introduction.

2. CONDUCT

   1. Employer's conduct on the Platform
      While using the Platform, the Employer will at all times be required to act punctually, constructively and courteously.

3. TERM

   1. Term of the agreement
      This agreement shall continue from the Commencement Date until the earlier of:
      1. the end of the Employment Opportunity Period; or
      2. the time when the agreement is terminated in accordance with clause 12.

4. SERVICES

   1. Services provided by P&J;
      During the Period, P&J; shall provide the Employer with the services set out in this agreement, including (but not limited to):
      1. assisting the Employer with the creation of the Employer Profile in accordance with clause 6;
      2. working with the Employer to develop learning solutions to satisfy the Employer's Skill Requirements in accordance with clause 8.2;
      3. matching Learners who satisfy the Skill Requirements with the Employer in accordance with clause 9.1; and
      4. working with the Employer and other Partners to discuss any feedback received in accordance with clause 10.3.

5. FEES

   1. Services provided by P&J;
      1. P&J; shall charge the Employer a per Employment Opportunity posting fee for use of the Platform and the Services (Fee).
      2. Fees are paid as upfront one-off payments.

6. EMPLOYER PROFILE

   1. Creation of Employer Profile
      From the Commencement Date, the Employer shall create an Employer Profile.
   2. Employer Obligations
      1. The Employer shall proactively update its Employer Profile to ensure it is up-to-date and relevant at all times.

7. SUPER USERS

   1. Employer's Super User
      The Employer shall, at all times, have at least one dedicated Super User.
   2. Super User training and support
      P&J; shall provide training and on-going support for all Super Users for the duration of the Period.

8. OPPORTUNITIES AND EDUCATION REQUIREMENTS

   1. Employment Opportunities
      From the Commencement Date for any Employment Opportunity the Employer shall ensure up to date and relevant information on that opportunity which will include:
      1. an overview of the Employment Opportunity; and
      2. a summary of the Skill Requirements for that Job Opportunity.
   2. Development of learning solutions
      1. From the Commencement Date, P&J; shall work with the Employer to:
         1. i. understand the Skill Requirements of the Employer; and
         2. ii. where necessary, develop appropriate learning solutions that will allow Learners to develop the skills to satisfy the Skill Requirements (both initially and on an ongoing basis).
      2. In the event that the Employer requires that Learners possess skills outside of those typically developed by the Platform, the Parties will work together to understand the scope of the development. The Parties will use reasonable endeavours to agree a fair allocation of costs for each development.

9. INTERACTION WITH LEARNERS

   1. Matching Learners with Employment Opportunities
      P&J; will provide:
      1. the Employer with the names and profiles of, and the ability to communicate with, Learners that have satisfied the Skill Requirements for any given Employment Opportunity; and
      2. Learners with the ability to contact the Employer through submitting a personal online pitch in relation to an Employment Opportunity, provided that they have satisfied the Skill Requirements.
   2. Engagement with Learners
      1. In the event that one or more Learners proactively engages with the Employer, the Employer shall respond to and engage with those Learners. This engagement may include (but is not limited to) Learners sending, and the Employer responding to, connection requests, chat requests, requests to review work and/or responding to questions asked by Learners.
      2. The Employer is required to review all Pitches received in relation to an Employment Opportunity and provide feedback (by either notifying the Learner that they have advanced through to the next stage of the Employer's process in respect of a Job Opportunity, or by declining the Pitch and completing the relevant feedback questionnaire) so that no Pitch is on the Employer's Dashboard for longer than two Business Days.
      3. At the Employer's sole discretion, in respect of Learners who the Employer has connected with through the Platform, the Employer may, and P&J; shall facilitate the Employer's ability to, proactively review Learner outputs across courses of interest and connect with those Learners who they see future potential in. The forms of engagement described in clause 9.2(a), 9.2(b) and 9.2(c) are referred to as an Engagement.
      4. The Employer warrants and represents that it shall only use the Engagement process for lawful and legitimate purposes and must not communicate or disseminate any material unrelated to the Engagement, content that is likely to be offensive to any Learner, or material or data in violation of any law (including data or other material that is protected by copyright or trade secrets which the Employer does not have the right to use).

10. FEEDBACK

    1. Feedback provided by the Employer
       The Employer shall provide feedback on the Platform:
       directly to P&J; Personnel through the [email protected] email to ensure that the Platform remains relevant and adds value for the Employer and all Users.
    2. P&J;'s obligations in relation to feedback
       P&J; will work with the Employer and all other Partners to review and agree any changes to the Platform based on feedback received.

11. ADDITIONAL OBLIGATIONS

    1. Further Employer Obligations
       In addition to the Employer's commitments set out above, the Employer understands that there may be interview/commentary enquiries from the media. The Employer shall, during the Period, be open to responding to such media requests (either with P&J; Personnel or external media) to showcase P&J;'s value both within the Platform and to the wider population.
    2. Further P&J; Obligations
       In addition to P&J;'s commitments set out above, P&J; shall, during the Period:
       1. provide training and on-going support for all Users for the duration of the Period;
       2. facilitate relationships between the Employer and other like-minded Partners within the platform and also other associated and/ or interested parties (for example, schools and/or universities); and
       3. provide opportunities for limited scope marketing about the Employer, the Employment Opportunities and the corporate social responsibility that is occurring through their involvement with the Platform and P&J.;

12. TERMINATION

    1. Termination by the Employer
       The Employer may terminate this agreement at the conclusion of any Employment Opportunity posting.
    2. Termination by P&J;
       P&J; may terminate this agreement acting in its sole discretion and with immediate effect, for a material breach of this agreement by the Employer that has not been remedied within five Business Days of it being notified of such breach.
    3. Effect of termination
       Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

13. USE OF INFORMATION

    1. Use of information collected from Learners
       1. The Employer hereby warrants to P&J; that it shall ensure any information collected from Learners via the Platform will be kept in the strictest confidence, and shall not be used for any purpose other than the purpose for which it was specifically collected.
       2. The Employer hereby indemnifies P&J; for any cost or loss suffered as a result of the Employer's breach of clause 13.1(a).
    2. Effect of Termination
       This clause 13 shall survive the termination of this agreement.

14. OWNERSHIP OF INFORMATION SHARED IN A FORUM OR OTHERWISE ON THE PLATFORM

    1. Use of your content
       At times we will want to use information content and information that you post in the Forum or share on the Platform and share that through social media channels.
    2. Ownership of your content
       You own all of the content and information you post in the Forum or share on the Platform.
    3. Licence
       For content that is covered by intellectual property rights (IP content), you grant P&J; a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with the Forum or otherwise on the Platform (Licence).

15. GENERAL PROVISIONS

    1. Entire agreement
       This agreement constitutes the entire agreement and understanding of the Parties relating to the matters dealt with in this agreement and supersedes and extinguishes any previous agreement (whether oral or written) between the Parties in relation to such matters. Nothing in this clause 14.1 operates to limit or exclude any liability for fraud.
    2. Authority and approvals
       The Parties each warrant and represent that:
       1. they have full power and authority to enter into this agreement;
       2. all authorisations and approvals that are necessary or required in connection with the execution of this agreement, and the assumption of rights and obligations under it, have been obtained or effected; and
       3. the execution, delivery and performance of this agreement does not constitute a breach of any law or obligation and will not cause or result in any default or breach under any other agreement or arrangement by which it is bound and which would prevent it from entering into or performing its obligations under this agreement.
    3. Further assurances
       Each Party shall, at its own expense, promptly sign and deliver any documents, and do all things, which are reasonably required to give full effect to the provisions of this agreement.
    4. No waiver
       No Party will be deemed to have waived any right under this agreement unless the waiver is in writing and signed by that Party. A failure to exercise or delay in exercising any right under this agreement will not operate as a waiver of that right. Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in this agreement.
    5. Amendments
       This agreement may not be amended or varied in any way unless such amendment or variation is made by deed and signed by each Party.
    6. Severability
       If any provision of this agreement is found by a court or other competent authority to be void or unenforceable, such provision will be deemed to be deleted from this agreement and the remaining provisions of this agreement will continue in full force and effect.
    7. Rights and remedies
       Unless otherwise expressly provided in this agreement, the rights and remedies set forth in this agreement are in addition to, and not in limitation of, any other rights and remedies under or relating to this agreement (whether at law or in equity), and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.
    8. Counterparts
       This agreement may be executed and delivered in any number of counterparts, including by way of electronic transmission where a Party signs a counterpart and sends it to the other Party by email. All such counterparts, when taken together, shall constitute one and the same instrument and, notwithstanding the date of execution, will be deemed to bear the date of this agreement.
    9. Governing law and jurisdiction
       This agreement, and any claims arising out of or in connection with it or its subject matter or formation (including non-contractual claims), will be governed by and construed in accordance with the laws of New Zealand and the Parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand for any matter arising under or relating to this agreement or its subject matter or formation or the relationships established by it (including non-contractual claims).