2020 has been a year of sudden shifts, including in the way we offer working arrangements. Thanks to technology, this isn’t too much of a problem. In fact, it’s now easier than ever for workers to work from home. 
If you’re an employer who has hired a remote worker, the good news is that there are clear regulations and helpful ways to manage your obligations to employees. However, the legal side of hiring a remote worker can get a bit confusing. 
Whether this is your first time hiring someone remotely or you’re not too sure about certain aspects of the WFH employment relationship, we’ve got you covered.
What Agreements Should I Consider When Hiring Remote Workers?
Hiring remote workers means you’ll need to think carefully about what agreements to have in place. The first one that may come to mind is an Employment Contract, which generally covers:
HoursSalaryLeaveInsuranceTermination
If you’re hiring a new employee who will work entirely remotely, then your employment contract should also accommodate WFH arrangements. This may include Work Health and Safety regulations tailored to remote working conditions, which we’ll cover shortly.
Work From Home Policy
A Work From Home Policy is a great way to regulate the conditions of your employee’s remote working environment. More specifically, it ensures home office compliance by checking that the equipment being used at home is sound and that there is minimal risk of injury.
Recording Hours Of Work
Now that you have remote workers, it’s important to have a system in place that keeps track of their working hours. This also makes it much easier to manage your record-keeping obligations. Whether this is done through a timesheet or informal communication, it’s a good idea to have a chat with your employee about this before adding it to your employment contract or any other agreements.
Working remotely requires a good internet connection, too. Your workers will need to report to  you frequently about their work and recording their hours, so it’s important to discuss with your workers the best way to do this.
Work Health and Safety Obligations
As an employer, you’re probably familiar with Work Health and Safety obligations in the workplace. Even when your employees are working remotely, you still owe them a duty of care.
This means that you’ll need to minimise the risks to your worker’s health at their home. The following are some general ways you can do this:
Give advice on what would be considered a good and safe workstationAllow your workers to borrow office equipment (e.g. monitors, cables)Introduce a policy for workers to check that their workstation is safe, and report to you accordinglyProvide access to mental health and wellbeing services Maintain regular communication with your employeesHave a reporting system in place in case of any incidents or injuries (this should also be in your contract)Visit Comcare and learn more about how you can provide a safe workplace for your remote workers.
The regulations surrounding WFH arrangements have become much clearer in the past year — you can read more about your WHS obligations to your workers here.
Insurance
As we mentioned, employers are still responsible for minimising any risk of injury while employees are working from home. This means that any existing insurance policies (such as Workers’ Compensation Insurance) should be updated according to these arrangements.
Confidential Information
Some of your workers may live with other people, so it’s worth considering ways to protect your confidential information. A good way to do this is to encrypt confidential information or set up two factor authentication. Even if your employees are not working from home, it’s generally good practice to keep all information as secure as possible.
You might also consider having an Information Security Policy in place to ensure the security of your data.
Tax Obligations
Working from home can incur additional expenses for your workers. Thankfully, the ATO introduced a temporary shortcut method which runs from 1 March to 30 September 2020. Essentially, it allows you to claim a deduction for expenses incurred while working from home — you can read more here.
Who Can Request To Work From Home?
While working from home is now considered a norm, it’s still important to check that your employees actually have the right to request these flexible working arrangements under their enterprise agreement or modern award.
With social distancing measures now a necessary measure to ensure the health and safety of staff, it may be necessary for some staff to work from home if the workplace cannot ensure enough space for staff.
If an employee’s enterprise agreement includes the right to request flexible working arrangements, this should include the right to change their working hours or location of work. It’s important to note that the terms of the agreement will determine whether this needs to be in writing or not, so double-checking is a must!
On the other hand, if your employee is under a Modern Award, the National Employment Standards apply. This means they generally do have the right to request WFH arrangements.
What If My Remote Worker Is A Contractor?
So far, we’ve been talking about remote workers as employees. But what if you’ve hired an independent contractor? It’s important to know the difference between an employee and a contractor.
If you’ve hired an independent contractor, you’ll need to consider a few things.
Do I Need A Freelancer Agreement?
A freelancer is very similar to an independent contractor—they work for themselves, take care of their own insurance and offer their services to businesses.
If this sounds like your remote worker, you may need a Freelancer Agreement. It generally covers:
PaymentsScope of servicesLiabilityConfidentialityTermination
Freelancer Agreements are important when it comes to establishing who owns the intellectual property rights to the work produced, and managing confidential information. If your contractor is working remotely, you want to ensure that the way they use the information is clear from the outset. You can read more about Freelancer Agreements here.
What If My Contractor Is Working Overseas?
If you’ve hired an independent contractor before, you might be familiar with a Contractor Agreement which sets out the scope of work and confidentiality terms. However, it can get tricky when engaging overseas contractors because of the potential language barriers and the different jurisdictions.
When drafting your Contractor Agreement, it’s important to establish which country’s laws will apply. To avoid any major difficulties, it’s a good idea to have everything according to Australian law, but it’s also important to know which overseas laws might conflict with Australian laws.
You can always speak to a lawyer about these overseas agreements to minimise the risk of a headache later down the track.
What If I’m Hiring A Remote Intern?
Interns are considered workers under the Work Health and Safety Act. This means that if you have certain obligations to your employees, you owe them to your interns, too. This includes ensuring that their workstation is safe and there are systems in place for reporting injuries or risks. It also means that your Workers’ Compensation will need to cover your remote interns.
These factors can be outlined in an Internship Agreement, so that everything’s captured in writing.
However, some entitlements (like interns’ right to be paid according to any work done) will depend on whether there is an employment relationship.
If you’re not too sure whether your worker is an intern or what obligations you have to them, we’ve created a simple checklist here.
Next Steps
Hiring a remote worker has become more common in the past year, and is set to become increasingly popular. With so many obligations and responsibilities to think about, speaking to a lawyer should be your first step.
You can reach us at [email protected] or contact us on 1800 730 617 for a free chat about how your employer obligations work remotely.
The post Hiring Remote Workers: What You Need To Know appeared first on Sprintlaw.

If you have created something you can make money off, congratulations! You could be an artist, an inventor or the owner of a tangible asset. You might also be interested in leasing intellectual property or physical property. 
In this article, we’ll walk you through some common types of royalties, and explain how it all works. 
What Are Royalties?
Royalties are paid to the owner of particular property for the use of that property. They’re commonly used in regard to intellectual property, particularly in the music, film, mining and publishing industries.
So, assuming you have a licence agreement in place, every time someone buys or plays your music or uses your photographs, you will be entitled to receive a payment. 
How Do Royalties Work?
A licence agreement, which is an official permit to use something without owning itdo or use something, will allow another party to use the work of the owner in a particularsome way. In return, the owner will receive payment. The amount of royalties that must be paid should be made clear in the licence agreement.
For example, if you wish to sell the right to use some of your photographs to a company, you must include a detailed description of the images, and the contract should outline the scope of the use of the images. The specifics of the payments of the royalty must also be included in this contract.
Royalties For Music
Given the fact that there are multiple parts of a piece of music – production, lyrics, recording, etc – commonly, there are numerous owners of the individual parts of the music. As such, each individual owner may have copyright over their specific piece of work. Therefore, it’s common that royalties will be split between the different owners of the music.
On streaming services such as Spotify, artists must be linked with a distribution company, who will be in charge of collecting and paying royalties to artists. So, when a user streams a song through a streaming service, the artist will be entitled to composition royalties.
If a song is used in a TV show or played on the radio, the artist will be able to collect performance royalties. Artists also receive royalties every time they perform their song live. 
To receive these royalties, an artist’s song must be registered with a collection agency, such as APRA AMCOS, and they must make annual reports. 
Royalties For Patented Technology
If you have a patent and someone wishes to use your patentable invention with your permission, you have the right to set up an agreement where the user will pay you royalties. 
Royalty rates are commonly set as a percentage of revenue generated by the patent. They may come in the form of a lump sum or a running royalty (which will be paid recurrently). 
An example of a patented invention that receives royalties is the technology in Wi-Fi chips. 
Royalties For Books 
When an author has published their book through a publisher and the book gets distributed worldwide, it is common for the author to be paid royalties based on the number of books sold. 
A well drafted Publishing Agreement should set out intellectual property ownership, how payment is made and what payment is, confidentiality, liability limitation, scope of the services, how the agreement can be terminated and how long it will go for. 
In some cases, a lump sum may be paid to the author in advance of publication based upon the expected amount they believe will sell before publication.
The specifics of the agreement may differ, and should be discussed thoroughly between the author, their agent and the publisher before a publishing agreement is made in writing. 
Royalties For Mining
Mineral resources are commonly owned by the Crown, and as such, royalties will be charged by the Crown for the transfer of the right to extract mineral resources. Royalties for minerals are categorised as: coal royalties, mineral (non-coal) royalties or petroleum royalties. In NSW, mineral royalties are managed by Revenue NSW. 
The holder of the mining lease/sub-lease must lodge a royalty return, and is liable to pay royalties to the Crown on minerals that are recovered pursuant to the lease agreement. 
Royalties on coal and petroleum must be paid monthly, while royalties for minerals other than coal are paid on an annual basis. 
The royalties payable on the different resources are calculated and determined by the mining method that the lease holder undertakes. This means it’s important that you conduct thorough research and understand which royalty scheme applies to you. 
Are Taxes Paid On Royalties?
Royalties are considered part of an individual’s taxable income. If you are a business paying an individual royalties, you may be able to offset this as a business expense. 
How We Can Help
It’s important to set up your royalties correctly from the start. You don’t want to miss out on profiting from your invention, and it’s important to understand your rights as the owner or licensor of intellectual property. 
Here at Sprintlaw, we are highly experienced in drafting licence agreements for creatives and helping clients protect their intellectual property. Feel free to contact the team at Sprintlaw on 1800 730 617 or via email at [email protected] for a free, no-obligations chat. 
The post How Do Royalties Work? appeared first on Sprintlaw.

You’ve probably heard the term ‘wage theft’ coupled with talk of tougher sanctions and criminalisation for employers who underpay their employees.
Put simply, wage theft is the underpayment of employees. This often occurs through employers not paying their staff correct wages, not adhering to their staff’s Modern Award, and not paying correct entitlements (such as super).
In Australia, we have really complex laws around payment, and compliance costs and labour costs are high. So it can be easy for employers to make mistakes.
However, wage theft disproportionately affects society’s most vulnerable. Casual workers and foreign workers without support systems and little understanding of their rights in Australia are extremely susceptible.
Wage theft is also really widespread, with PwC estimating 13% of Australian workers are being underpaid—adding up to $1.35 billion in stolen wages a year.
Where Does Wage Theft Occur?
Australia has a sad history of wage theft, with a recent class action paying out stolen wages to Aboriginal workers in Queensland. Additionally, the Inquiry into the ‘Wages and Conditions of People Working under the 417 Working Holiday Visa Program’ found exploitation of foreign workers is rife, with almost a third of workers not receiving payment for some or all of the work they did.
Recently, wage theft has been all over the news, with millions of dollars in wages not being paid to workers in popular franchises and well known establishments across Australia.
Let’s look at some examples of how wage theft can occur through underpaying entitlements.
One of the most recent examples is the University of Melbourne, where wage theft occurred over the course of a decade and affected over 1500 staff. The University of Melbourne incorrectly applied ‘piece rates’ to staff, while misnaming tutorials ‘practice classes’ to avoid paying the full rate to staff.
Noticed the judges on Masterchef look a bit different lately? One of the most famous examples of wage theft is George Calombaris of Masterchef, who underpaid staff through incorrectly applying annualised salary arrangements and incorrectly applying the Modern Award to some staff. As a result, many staff weren’t paid overtime or penalty rates. The reputational damage to Calombaris’ enterprise and brand was huge and hasn’t recovered.
What Are the Consequences Of Wage Theft?
The human toll is significant, with the litigant style redress for victims of wage theft costly, stressful and lengthy. This means that many employees who are aware they have been underpaid choose not to go through the process to get their wages back.
For a business, there may be heavy financial penalties. Wage theft can also damage or ruin a business’ reputation and brand.
I’m a Small Business Owner: What If I Accidentally Underpay My Staff?
We know that large corporations are not immune, but small businesses who do not have dedicated payroll officers are at particular risk of underpaying workers.
This means that even if you have the best of intentions, if you have not correctly navigated the Modern Award that applies to your employee, you could well be underpaying them.
Understanding Modern Awards can be complex, and there are different structures available to you as an employer to pay your employees. You’ll also need to be aware of any updates to Modern Awards.
If you find it overwhelming, you can get professional help to set up your business to ensure you are paying your staff correctly.
It’s imperative to get this right, so don’t be afraid to get legal advice to set this up.
What Happens If I Have Mistakenly Underpaid My Employees?
If you realise you have been underpaying your employees, you need to address this as soon as possible. You will need to figure out how much you have underpaid your employees, and for how long.
You will need to back pay your staff as soon as possible, and let them know of the error. Fairwork has a step-by-step guide you can consult.
What Are The New Laws To Fight Wage Theft?
Victoria is the first state to introduce legislation aimed at fighting wage theft. It is now a criminal offence to deliberately underpay your employees, with a maximum of 10 years imprisonment, and a maximum fine of $1 million.
There is also a federal body, the Fair Work Ombudsman, which aims to help employees reclaim their pay. The Fair Work Ombudsman also has the power to fine businesses.
What Next?
Here at Sprintlaw, our employment lawyers are experienced in helping business owners both set up employment contracts, and analyse Modern Awards. We can also help you with a consultation if you just want to discuss your concerns and already have contracts in place.
Feel free to contact us at [email protected] or on 1800 730 617 for a free consultation.
The post What Is Wage Theft? appeared first on Sprintlaw.

So, you have a registered trade mark for your business or your products that you sell within Australia. Your business is very popular, and you are thinking of expanding overseas. Will your trade mark or copyright protection still be valid internationally?
What Is A Trademark And Why Is It Important?
The World Intellectual Property Organisation defines a trade mark as ‘a distinctive sign which identifies certain goods or services as those produced or provided by a specific person or enterprise’. A trade mark must be capable of representing the subject matter of protection, as well as capable of distinguishing goods or services.
A trade mark is usually registered by a person who wishes to distinguish their goods from competitors. Famous Australian trade marks include the Qantas kangaroo and the Australian Broadcasting Corporation’s logo.
Trade marks can take multiple forms, for example; words, names, slogans, logos, packaging, shapes, colours, sounds and even scents.
A registered trade mark provides the owner with exclusive use of the trade mark within the specific jurisdiction in which it has been registered. The trade mark owner can then enforce their rights of ownership of the trade mark against other parties who may be infringing upon their exclusive rights.
International Registration Of A Trademark 
Registration of a trade mark within Australia will provide you with 10 years of exclusive use of the trade mark. But this will only extend to use within Australia.
If you wish to expand your business overseas, it is important that you seek protection in the countries you wish to operate in. This can be done by registering an international trade mark.
The easiest way to gain international trade mark protection is to apply with a single application through the World Intellectual Property Organisation (WIPO). In doing this, your lawyer will select the Madrid Protocol countries in which you seek to gain protection.
The Madrid Protocol is an international convention administered by the WIPO which provides a simpler approach to international trade mark protection and registration. The WIPO allows you to register your trademark in up to 122 countries through a single application.
There are a few requirements for international registration of trade marks. These include:
You must currently have a registered trade mark in Australia, or be in the process of applying to register a trade markThe trade mark you wish to register internationally must be identical to the mark you use or intend to use within AustraliaThe products you want the mark to cover internationally are the same products you want to cover in AustraliaThe person applying for international protection must be the registered owner – or the  intended owner – of the trade mark within Australia
The cost of registering your trade mark via the Madrid Protocol will depend on where you wish to gain protection, the type of mark you want to register, as well as how many classes of goods and services will be protected by the trade mark. 
Copyright Protection 
In Australia, copyright protection arises automatically when new material is created. Unlike in other countries, you don’t have to register your copyright in Australia. As long as the work is written down or recorded in some material form, then copyright protection will arise.
‘Material form’ can refer to a work that, for example, is captured in writing, film, music or software code. Copyright does not include ideas, techniques, methods or styles.
The key to obtaining copyright protection is to ensure that your work isn’t a mere copy of another piece of work and isn’t infringing upon someone else’s copyright. If your work is original and in some material form, then you will gain protection.
Will My Copyright Be Valid Internationally?
Given Australia’s involvement and membership in numerous international treaties and conventions, copyrighted material that is created within Australia will likely be protected in numerous countries around the world.
Australia is a party of treaties relating to copyright, including The Berne Convention for the Protection of Literary and Artistic Works and the Universal Copyright Convention.
Most countries provide for copyright protection to Australian material under these multinational or bilateral treaties.
Need Help?
If you need help registering a trade mark domestically or internationally, or if you’re keen to understand your copyright protections, get in touch! We have a team of experienced Intellectual Property lawyers who can help work out where you stand.Our friendly team is available for a free, no-obligations chat at [email protected] or on 1800 730 617.
The post Are Australian Trade Marks And Copyright Valid Internationally? appeared first on Sprintlaw.

Being a company director is both exciting and daunting. Being the ‘mind’ of the company comes with a lot of responsibility, so it can be overwhelming to keep track of exactly what your duties are as a company director.
We often hear from directors who are concerned about their potential personal liability for the debts of their company—wondering whether they could lose their house or other assets if the company gets into trouble.
But don’t worry. There are plenty of ways to manage these risks from the planning stages so you can focus on your company’s success.
But before we talk about liabilities of directors, it’s important to understand the main set of directors’ established duties.
What Duties Do I Owe As A Director?
Under the Corporations Act 2001, directors have the following duties:
To act with due care and diligenceTo work in good faithNot to improperly use your positionNot to improperly use information
While these are the main duties, other general duties include not trading while insolvent, or making proper disclosure of your interests.
Put simply, a director needs to have a good understanding of how their company operates so they can work in its best interests. If you find that you lack knowledge in a certain area, it then becomes your duty to investigate, seek advice and take steps accordingly. We’ve written about directors’ duties in more detail here.
Essentially, you need to be proactive in ensuring that the company doesn’t run into any trouble, otherwise you’ll be held liable.
So, how serious is liability?
What Is Limited Liability?
Liability is when you’re held responsible for a certain act. Usually, it involves consequences such as paying compensation or not being able to become a director in future. This is definitely the last thing you’d want, so directors are expected to consider liability from the outset. 
Limited liability basically means that if the company ever runs into trouble and you’re held liable as the director, they can only take what you have put into the company. Why?
When you set up a company structure with limited liability, you’re basically setting up your business as a separate legal person. Your company will be capable of owing money and paying it back, just as a person would. This way, you’ll have no personal liability or losses.
Usually, a company director will not be personally liable for company debts or losses because they’re protected by limited liability. However, a company director can have personal liabilities in the following situations:
If there are any unpaid tax obligationsIf personal guarantees have been given for the company when getting a loan (i.e. if the business cannot pay money back, the director has agreed to pay it back themselves)If the company was trading while insolvent If fraud has been committed
In addition to this, a breach of any directors’ duties can also bring personal liability. Since directors are held to a very high standard, it’s important to take extra care even when secured by limited liability. Director obligations can remain even after a company has been deregistered.
Can They Come After My House?
If you’re a company director and you’re protected by limited liability, then the general answer is no. Your house cannot be taken away to pay back any money under limited liability. 
However, as we mentioned, directors can still be personally liable for breaching their duties as director. Unfortunately, you may be at risk of losing your house if you:
Provided a personal guarantee for a loan stating that you will be responsible for paying back the money yourselfProvided a form of security over your house (or other personal assets) to a bankHave any unpaid PAYG taxes and unpaid superannuationAre responsible for insolvent trading 
ASIC provides more information about company directors’ liabilities here. 
Can I Still Be Liable If I’ve Resigned As A Director?
Liabilities of directors may continue even after the company has stopped operating and has been deregistered by ASIC. If any breach were to occur after resignation, the circumstances will be looked at closely. Ordinarily, even if a director has resigned, they would still be liable for their actions when they were a director. 
It’s worth noting that fiduciary duties survive even after resignation, so it’s always a good idea to be on the safe side and continue to act in the best interests of the company. 
How Can I Reduce These Risks of Liability?
If you’re new to the world of company directors, you might be a bit overwhelmed by the concept of liability. But don’t stress—there are ways to manage these risks so you can also focus on helping your company thrive. 
Insurance
With all the risks of liability, it’s a good idea to have Directors and Officers (D&O) Insurance. This protects directors from personal liability or financial losses if they had acted wrongfully or if the company were to run into trouble. This protection can be extended to other people in the company, such as employees or non-executive directors. This insurance would generally not cover intentional illegal conduct.
Deed of Indemnity
As we discussed, directors can be personally liable in some situations. However, it can be stressful for a director to pay these costs themselves—this is where a Deed of Indemnity might come in handy. 
A Deed of Indemnity is an agreement between directors and the company. Generally, it sets out:
The scope of protection (to what extent costs will be covered)D&O InsuranceAccess to documents
Put simply, a Deed of Indemnity covers any costs if a director breaches their duties, and protects the director from liability. However, each Deed of Indemnity varies depending on the company and the specific liabilities of the director. 
Managing Your Finances
Directors have a lot to think about in terms of liability, but it’s vital that they stay on top of their financial obligations to prevent insolvent trading. Breaching this duty could result in personal liability, which is why it is worth considering from the outset. 
While it is common practice to rely on accountants and banks to take care of your company’s finances, you’re still responsible for ensuring everything runs smoothly. Even if your company is doing well financially, it’s important to invest yourself into financial matters. In some cases, this may require you investigating certain areas that you’re unsure about, but this is all part of minimising the risk of liability. 
A big part of managing finance is record-keeping. It’s the director’s responsibility to keep track of the company’s financial position and performance, so it’s encouraged that you keep records such as:
Financial statements (invoices, receipts)DeedsMinutes of meetings
Next Steps
Being a company director is an exciting step in the business world, but the level of legal responsibility it carries can be daunting. Luckily, Sprintlaw has a team of experienced lawyers who can help you manage these risks from the outset. You can reach us at [email protected] or contact us on 1800 730 617 for a free chat about your business journey.
The post Personal Liabilities Of Company Directors appeared first on Sprintlaw.

As a small business owner, it is important you understand the differences between employee status. We often hear from employers who are confused about the differences between casual and part-time employees.
Casual and part-time employees differ in a range of areas including work hours, leave, pay, public holiday payments and notice periods.
When hiring an employee it is important you understand what employee status is best for the role you want them to play in your business.
Let us break down the differences for you!
Part-Time Employees
A part-time employee is usually regarded as a permanent employee or on a fixed term contract. The same benefits generally apply to both full-time and part-time employees, with certain entitlements on a pro rata basis for part-time employees.
Part-time workers typically work less than 38 hours per week, have regular and predictable working hours and are entitled to paid leave.
Part-time work is generally regarded to be pretty stable, clearly defined and encompasses the benefits of paid leave such as sick leave, annual leave and carers leave.
Notice periods for part-time workers are usually set out in a modern award or in their Employment Agreement.
If an employer wishes to terminate a part-time employee’s employment, the employee is usually entitled to written notice or payment instead of notice.
Casual Employees
When thinking of what it means to be a casual employee, think: ad hoc work with irregular and unpredictable hours.
Casual employees generally have no firm commitment to their employer and are not obliged to commit to all work proposed by their employer.
Casual employment roles can incorporate irregular hours and are not guaranteed to be ongoing. However, different entitlements apply to ‘long term casuals’ who have worked for more than a year on a regular basis. Long term casuals can also be entitled to parental leave and can request flexible working arrangements.
If a casual worker wishes to end their employment, they can usually do this without notice. This is unless notice is required by a registered agreement, award or employment contract.
Casual workers are entitled to:
‘Casual loading’ (this is a higher rate than part-time and full-time workers receive, because casual workers don’t get benefits such as sick leave or annual leave)2 days’ unpaid carer’s leave2 days’ unpaid compassionate leave per occasion5 days’ unpaid family and domestic violence leave (in a 12-month period) Unpaid community service leave
A recent court ruling has determined that some casual workers may be entitled to leave payments. More on this below.  
So, What Are The Differences Between Casual And Part-Time Employees?
Let’s break the key differences between casual and part-time employees. 
Work Hours 
Part-Time EmployeesCasual  EmployeesHave guaranteed hours of work On average, work less than 38 hours per week No guaranteed work hours Work hours are generally irregular and unpredictable 
Leave
Part-Time EmployeesCasual EmployeesEntitled to paid leave Leave entitlements include annual leave, sick leave and carers leaveNo paid leave entitlements
Pay 
Part-Time EmployeesCasual EmployeesUsually pay is based on an annual salary as outlined by modern award or Employment Agreement Usually pay is based on an hourly ‘Rate of Pay’ with casual loading 
Public Holiday Payments
Part-Time EmployeesCasual EmployeesMust be paid public holiday payments if their usual working day falls on the public holiday If the public holiday falls on a day that the employee does not usually work, they are not entitled to public holiday payNo public holiday payments 
Notice Period 
Part-Time EmployeesCasual EmployeesNotice period is typically set out in a modern award or employee agreement Entitled to written notice or payment if their employer wishes to terminate their employment No notice period is required This is unless a notice period is set out in an employee agreement or award
Superannuation 
No differences here! 
Both casual and part-time employees are entitled to 9.5% of the value of their ‘ordinary time earnings’ (this includes shift loadings, but not overtime payments). 
The Ruling In Workpac v Rossato
In the recent case of Workpac v Rossato, it was held that if a casual employee works regular and systematic hours with ‘predictable periods of working time,’ they are entitled to:
Personal leaveCompassionate leave Public holiday payments 
The case suggested that ‘casual’ workers who work regular and systematic hours will be awarded with the security and entitlements that come with permanent work.
The case is currently being appealed to the High Court of Australia and, as such, this means businesses probably won’t gain certainty any time soon as to whether this decision will be upheld.
Until the High Court of Australia reviews Workpac’s application, the information about casual workers’ entitlements on Fair Work Australia’s website remains correct.
Conclusion
Knowing the differences between casual employees and part-time employees can help you optimise the functioning of your business. 
But determining the status of an employee can sometimes be tricky. 
It is important that you understand the role you want your employee to play in your business and what employee status coincides with that role. We’re here to help! Reach out to our team for a free, no-obligations chat at [email protected] or 1800 730 617.
The post What Are The Differences Between Casual And Part-Time Employees? appeared first on Sprintlaw.

When you’re selling goods, it is important that you know what your legal obligations are to your customers when it comes to returns, refunds and exchanges.
There are many reasons a customer might want to return something they bought from you—from the product being faulty and not matching its description to the customer changing their mind or finding the item cheaper elsewhere.
Under the Australian Consumer Law (ACL), most products bought in Australia since 2011 will be covered by automatic consumer guarantees that promise the products will do what they have been said to do.
If an item you sell fails to meet these guarantees, a customer may be entitled to request a repair, replacement, or refund. Your obligations will depend on whether the problem is considered major or minor.
What Guarantees Apply To Your Products?
Each time a customer buys something, consumer guarantees will apply to that product.
As the seller, you guarantee that your goods:
Are of acceptable quality (this includes being safe, durable and without fault)Are fit for the specified purposeMatch their descriptionMatch the sample or demonstration model
You are also guaranteeing that:
You will honour any express warranties made; that is, any promises your business makes about the goods in relation to its quality, state, condition, characteristics, and performanceYour business has title to, and undisturbed possession of, the goodsThere are no undisclosed securities on the goodsThere is a means to repair the product and get spare parts for a reasonable time after purchase, unless the customer was advised differently
When Do You Have To Provide A Customer With A Remedy?
When there is a major problem with a product you have sold, a customer is entitled to request a free repair, return, refund or replacement. In some cases, they may even be able to claim reimbursement for damages and loss.
What Is A ‘Major Problem’?
It is important to know what a ‘major problem’ is so you can make sure your business responds appropriately when a customer comes to you with a problem.
A product has a major problem if:
It is not safe to useIt is considerably different to its description and/or to a sample or demonstration modelIt doesn’t function the way you said it would or the way the customer asked for, and it cannot be fixed easily or in a timely mannerThere is an issue with the product that would have stopped the customer from buying the product, had they known about it
If you have disclosed a defect to a customer before they bought the item, they will not be able to seek a remedy for that defect.
Returns
If someone believes that there is a problem with a product they have bought from you, they are entitled to return it. You will have to accept a faulty product even if its original packaging or labels have been removed and it has been used.
The customer seeking a return is generally responsible for organising it, as long as it is reasonably easy to do so. It is important to note that, if a problem is found, you may be required to reimburse the customer for reasonable postage or transport costs.
If there is significant difficulty or cost involved, you may be required to collect the products within a reasonable time at no cost to the customer. This situation may arise if the product is too big, too heavy, or hard to remove. For example, dishwashers, washing machines or dryers that have been installed, or large pieces of furniture such as beds.
At the end of the day, if there is no issue with the product, you can ask the customer to repay any costs incurred for transport and inspection processes. You will need to provide the customer with a quote of how much this could cost before you pick up the products. This estimate should not be inflated as a tactic to deter customers from seeking reparation for defective products.
When deciding whether your business should ask for repayment, you may wish to weigh the financial benefits against customer satisfaction with your service offering.
Refunds And Exchanges
Customers may also choose to request a refund or exchange for products with a major problem.
If they choose to exchange the product, the replacement product must be similar to the original product. If they opt for a refund, the value of the refund must be equal to the price they initially paid, and must be processed in the same form as the original payment.
When issuing a refund or exchange, you may take into account the amount of time that has passed since the product was purchased. In particular, you may wish to consider:
the type of producthow customers are likely to use it the length of time and amount of use the product could reasonably be expected to have withstood
Repairs
If an issue with a product is not a major problem, you may consider offering a free repair for that item. Customers must accept the free repair offered, and the repair must be conducted within a reasonable time.
If you cannot fix the problem or have not been able to give the free repair within a reasonable time, your customer may choose to:
Repair the product elsewhere and pass the costs on to you;Ask for a replacement or refund; orRecover compensation for the decreased value of the product below the price they originally paid.
Under the ACL, you may also need to provide your customer with a repair notice before you take the goods to be repaired. This must be done in the following circumstances:
User-generated data: If the products are able to retain user-generated data (e.g. mobile phones, laptops and computers, gaming devices and consoles, or other similar electronic goods)Refurbished goods or parts: If refurbished goods are supplied in lieu of repairing the defective product, or if refurbished parts are used to repair defective goods.
Reimbursement For Loss Or Damages
You may be required to reimburse customers for damages or loss suffered if you could have reasonably anticipated the problem occurring (e.g. you set a guarantee that you could not meet).
The aim of reimbursement for loss or damages is to put your customer into the position they would have been in if there had not been a problem with the product purchased. You do not need to pay for damages or losses that are unrelated to your products.
When Are Customers Not Entitled To A Remedy?
There are some circumstances in which you are not legally obligated to provide customers with a return, refund, exchange or repair.
If a product is bought specifically for business use and is worth more than $40,000 (e.g. heavy machinery), you are not required to provide repairs, replacements or refunds. An exception to this is if the product is a vehicle used for goods transportation.
You are also able to refuse a return, refund, exchange or to repair a product if the customer changed their mind or contributed to the problem through misuse.
One thing you may wish to consider if you don’t accept returns for change of mind is your business’ relationship with its customers and how to keep them happy so they do return.
In addition to this, if the customer is unable to show proof of purchase (e.g. a receipt, bank or credit card statement, or confirmation number), you will not be required to provide a remedy for defective products.
What Is The Law Around “No Refunds” Signs?
Stating that there are “No Refunds”, “No Refunds on Sale Items”, or making similar statements, is unlawful. This is because it tells your customers that they will not have access to appropriate consumer law remedies, even if the goods they purchased have a major problem.
However, you may have a sign stating that you do not accept refunds for incorrect choice or if the customer has a change of mind.
Speak To A Lawyer
Understanding your obligations under the ACL is important when running a business, and you need to get it right. 
If you’d like some help drafting your store’s T&Cs or making sure you’re prepared to respond appropriately if a problem with your product arises, get in touch with our friendly team of experienced lawyers. 
For a free, no-obligations consult, reach us on 1800 730 617 or at [email protected].
The post Returns, Refunds and Exchanges: What Are Your Obligations? appeared first on Sprintlaw.

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Buying a business is an exciting process but it is important to be across the entire process. Where there are contracts, leases and employees involved, you want to make sure you’re doing it right.
In this article, we’ll walk you through the legal process of Buying A Business’ Assets.
Acquiring a business’ assets is beneficial as you have access to an already established brand name, goodwill, existing customer base, suppliers and employees. 
If you are buying a business, it is important that you ensure that everything is in order before you pay the purchase price. It can be a complex process, and it’s a good idea to seek legal advice to ensure you get a good deal (and that everything is done properly).
What To Do Before Signing The Contract
Let’s walk you through the key steps you’ll need to take before actually signing anything!
Undertake Due Diligence
Before you buy a business, you want to make sure you do a background check in the business that you’re buying so you know exactly what you’re getting into. 
Often, this means doing the necessary due diligence on the business that you’re purchasing. Does the business actually own the assets you’re buying? Are there any ongoing debts on those assets that you might be taking over? 
It’s always a good idea to do this as early as possible. You can’t hold the seller responsible later if you didn’t check these things yourself. 
When buying an entire business and their assets involved, it’s a good idea to do your homework before committing to the purchase.
You can read more about the due diligence process here. 
Make Sure A Lawyer Reviews Your Contract
Before you buy a business, you’ll often receive a contract of sale, often called a Business Sale Agreement. 
Generally, this contract is prepared by the vendor or the seller of the business. Before you sign it, it’s important to make sure that you get a lawyer to review the Business Sale Agreement so you understand what it means for you.
When considering the Business Sale Agreement, the buyer and seller will often have competing objectives. 
Most likely, the seller will try to reduce risk for themselves and try not to promise anything, whereas the buyer may want a competition covenant in place to make sure the seller can’t compete with them after the business sale. 
Depending on the bargaining positions of the parties and their risk appetite, these types of terms are heavily negotiated, and often it’s a matter of parties meeting somewhere in the middle. 
This is why it’s important to get an experienced lawyer to identify any risks that you may be exposed to when purchasing the business’ assets. You don’t want to walk away post-settlement having agreed to something you didn’t intend on taking up. 
The lawyer will also walk you through what else you need to know during the process so you understand exactly what you’re getting into. 
A Business Sale Agreement will generally cover standard terms around transferring payment, restraints of trade and transferring employees. 
However, the seller might also prepare ‘special conditions’ in the Business Sale Agreement, containing specific terms relevant to your transaction. For example, some business transactions might involve extra terms around training (where the seller trains the buyers in how to run their business operations) to help the transition run smoothly.
Transfer Leases
When purchasing all the assets in a business, you’ll probably also need to ‘inherit’ whatever lease the previous business owner had signed. This is commonly referred to as a ‘transfer’ of the commercial or retail lease. 
Before you sign on board to transfer this lease to your business, you need to make sure you understand the terms of the lease. Ask yourself:
Can you afford the lease payments? How long will you be bound to the lease? What other terms in the lease might you need to be aware of?
As such, it’s important to have a lawyer look over the lease before you sign (once signed, it’ll be very hard to re-negotiate the lease without breaking the contract). 
Once a lawyer reviews your commercial lease, you’ll be in a better position to decide whether you’re happy for the lease to be transferred to you. In some instances, you can also start a fresh new lease and negotiate the terms with the landlord. 
Conduct Searches 
Aside from contracts and leases, a lawyer will need to also assist you by making sure everything is in order before the business is sold to you. 
These are generally called ‘searches’, which include: 
Company and business name search: You can search ‘Organisations and Business Names’ search on ASIC ConnectTrade marks search: If you are purchasing any trade marks, it is important to make sure that the ownership is transferred to your new business via IP Australia PPSR search: This is to ensure that there are no security interests over any assets you are purchasing via the PPSR (such as any loans that hold those assets as security)Continuing agreements: You need to check whether the seller has any signed contracts with important stakeholders, which need to be transferred to your business.
Transferring Employees
When you’re buying the business, you’ll need to ask yourself if you want to keep the existing employees currently employed with the business.
In most cases, buyers will want to keep the business’ employees so that they don’t have to train new staff. Especially if the business has a great reputation in the community, a very obvious change in management might affect the business operationally.
To “transfer” employees, the seller will need to formally terminate the employment agreements they have with those employees. Under the Business Sale Agreement, the sellers might be required to provide written notice of this termination prior to settlement.
Generally business sale agreements require the buyer to make employees offers with similar terms to their current employment. 
From there, you’ll then have to prepare new Employment Agreements for these staff members for them to be employed by your business. And, you’ll have to look into whether any Modern Awards apply to your employees.
Learn more about transferring employees here. 
How To Prepare For Settlement 
At this point, when you’ve signed the contract and are awaiting your settlement date, there are a number of things that you must do. 
You firstly may need a Deed of Assignment and Variation of Lease if a commercial lease is involved. This is the contract where the vendor assigns the purchaser of the business the lease, and the tenant then agrees to assume the rights and obligations of the lease, as if they were the original tenant. 
As the purchaser, you may also need to complete any other obligations you may have under the Business Sale Agreement (such as any obligations that are set out in the special conditions). 
During this time, it is also important to get advice in relation to any security interests that may affect the assets, and that all of them are removed from the PPSR at settlement. 
The settlement date should also be scheduled, and the buyer must consider adjustments to stock and employee entitlements (if they are being transferred across). 
What To Do At Settlement
Settlement is the point at which the legal ownership transfers from the seller to the buyer. It’s usually a quick process. 
Once both parties have completed everything required for settlement to happen, here’s what you should expect on settlement day:
Meet at the agreed upon settlement location: This could be the location of the business (in the case of brick and mortar businesses), online (if the buyer and seller are in different states) or the solicitor’s office, for example. At this point, the buyer will also pay the remainder of the purchase price. This will be an adjusted amount, taking into account any variables like employee wages, rent and outgoings, stock, etc. 
What To Do After Settlement
At this point, it is important to attend to post-settlement obligations (if any) you have under the Business Sale Agreement. 
This will generally include lodging applications for the transfer of registration of business name, licences and permits (if applicable), trade marks, security interests, etc. 
There may also be a handover period where the seller must complete certain tasks under the Agreement. 
The handover period could involve the following: 
Assisting the buyer with entering into contracts with third parties (such as suppliers) either by assigning contracts or introducing themIntroducing the buyer to the employees if they’re being transferred across Providing training to the buyer Handing over keys, securities, system access, etc. Notifying utilities suppliers, banks, industry associations, etc.  
What If Something Goes Wrong? 
As a buyer, there are a variety of things that could go wrong if you don’t do your research—from misrepresentations of the business’ profits to undisclosed disputes with suppliers or employees. 
A seller makes many representations and warranties when selling their business. If, during the business sale process, the buyer has completed their due diligence and identified liabilities, an indemnification clause can be included where the seller will still remain financially responsible for the liability. 
These indemnification clauses can also protect the buyer in the event of misrepresentations regarding the business. It’s important to have a well-drafted contract in these circumstances. 
Misleading and deceptive conduct under the Australian Consumer Law can also apply and protect buyers in certain scenarios. 
Need Help?
Navigating this process can be a lengthy and daunting task. It is important to make sure a lawyer reviews or drafts your Business Sale Agreement and/or Commercial Lease. 
If things go wrong, repercussions can arise further down the line. It is also important to make sure you do your due diligence before purchasing a business’ assets to make sure you’re not exposed to any liabilities. 
Sprintlaw has helped many clients buy and sell businesses. And even though we’re a completely online law firm, we’ll still assist you throughout the entire process and make it as smooth as possible. 
If you’re looking to buy a business, get in touch with us at [email protected] or on 1800 730 617 to find out how we can help you! We’ve available any time for a free, no-obligations chat.
The post Buying A Business In An Asset Sale appeared first on Sprintlaw.

If you’re thinking of buying a business you have probably heard about the term ‘due diligence’.
Due diligence is a process that allows business purchasers to conduct research and checks on a business before formally signing a Business Sale Agreement. 
It is very important to conduct due diligence on a business before you purchase it.
This is because you must ensure that there aren’t any hidden details about the business that may be detrimental to you once you take on the business.
What Does Due Diligence Involve?
Legal Due Diligence involves completing research which reveals all the facts about a business, including its structure and operation.
This includes both its benefits and liabilities. 
It’s important to look out for sellers who don’t disclose important information like the reason for the sale, leases, licences, permits, and staff.
Generally, due diligence involves 3 main types of research on a business: 
AccountingIntellectual propertyGeneral business. 
Under these 3 categories, there are some key things to be aware of. These include: 
Pending litigationOngoing debts Negative customer reviews and complaintsOverstating of cash trading Whether the business has dropped the sale of their products and services to show larger gross sales
It’s essential to be aware of these things before signing a Business Sale Agreement. You would not want to have to deal with the shortcomings of the business once you take it on. 
Why Should I Conduct Due Diligence?
Throughout the due diligence process, you will come to understand the benefits and risks of buying the business fully before you commit to the purchase. 
Think of it like buying a car: you’d want to make sure you had an independent mechanic to inspect whether the car works before you purchase it.
It’s always a good idea to conduct due diligence as early as possible. This is because you can’t hold the seller responsible later if you didn’t check these things yourself. 
If you uncover some potential liabilities when conducting due diligence, these can be used as a tool during discussions with the seller. You may be able to negotiate to reduce the purchasing price with the seller if you’re willing to take these liabilities with the business. 
To learn more about your rights during the business sale process and at what stage you can pull out, check out this article we’ve written. 
How Do I Conduct Due Diligence?
Legal due diligence can be a complicated and lengthy process depending on the type of business you are purchasing. 
If you’re looking for an extensive background check on the business, it is important to talk to experts in the field. They will have the necessary experience to ensure you are aware of all the facts about the business. 
Businesses have many facets that are involved in the course of them conducting business. So, generally, financial and legal experts are best placed to give you advice on what things to check.
A good lawyer will also ensure you are aware of all the aspects of the business, so you can make an informed decision before committing to the purchase. 
What To Take Away…
Conducting legal due diligence is an essential step you must take before signing a Business Sale Agreement.
If you’re thinking of purchasing a business and need some assistance with figuring out where to start and how to conduct legal due diligence, our expert lawyers are here to help you. We can also guide you through other aspects of the business purchase process.  
Our experienced team can be contacted on 1800 730 617 or [email protected] for a free, no-obligations consult.
The post Legal Due Diligence: Understanding The Process appeared first on Sprintlaw.

If you’re setting up as a not-for-profit but have a company structure, you can set up as a not-for-profit company.  
So, where do you even begin? 
In this article, we’ll answer the following questions about not-for-profit companies:
What legal structures are available for not-for-profits? What actually is a not-for-profit company?Is a not-for-profit company the right legal structure to choose for your venture? How does a not-for-profit company differ from a company limited by guarantee? 
Choosing The Right Legal Structure For Your Not-For-Profit
As with any organisation, you want to make sure you set up your not-for-profit correctly.
Choosing the right legal structure can be tricky, especially for NFPs! Unlike other countries, Australia doesn’t have a one-size-fits-all approach with a NFP structure.
There are various NFP structures, and the one you choose will really depend on what you’re doing as an organisation. For example, if you’re setting up a traditional NFP or charity, we’ve written about the most common options here.
Or, if you’re doing something new, and you’re setting up a social enterprise, we’ve written about how to navigate that space here.
When choosing the right structure for your NFP, you might want to ask yourself:
Will I be running the organisation with a charitable purpose?What is my current budget?How much admin am I prepared to do for my structure?What am I trying to achieve with the structure?Where do I see my organisation in the future?
If none of the traditional or common structures really suit you, it might be worth considering setting up a NFP company.
What Is A NFP Company?
This type of structure isn’t too common, so we’ll break down how it works.
Among the various types of structures available to organisations, one of them is a private (Pty Ltd) company.
This effectively means you set up a new private entity that is limited by shares. You’ll have shareholders and directors, and the main purpose of that organisation is to make a profit (that is, pay dividends to your shareholders).
It’s one of the most popular options because you have limited liability. This means your entity becomes separate to you and your founders, and will avoid you becoming personally liable from any company debts.
But it can be quite expensive. On top of the initial registration fees, you’ll have annual renewal fees and reporting obligations to the Australian Securities and Investments Commission (ASIC).
However, the Corporations Act does allow you to set up this company as a special purpose company. There are various ‘special purpose’ companies allowed by the Corporations Act, where your company isn’t just set up for general business, but for a special purpose. 
One of the ‘special purposes’ is a NFP company—that is, a company set up for charitable purposes only, which means your organisation must be operating for a charitable purpose and a charitable purpose alone.
Typically, this means that:
any income you make should be directed towards promoting your charitable purposesyou cannot pay dividends to your members you cannot pay fees to your directorsdirectors have to approve any other payments made to them
Is A NFP Company Right For Me?
To decide whether a NFP company is right for you, you need to ask yourself whether you are truly operating for a charitable purpose.
You should also consider whether you want to pay your members or directors. Under the NFP company structure, you won’t be allowed to do this. 
For example, you cannot pay fees to your directors for their services. They may, however, be able to claim reimbursements for costs such as travel expenses. And you can still employ your directors and pay them as employees.
So, if the requirements of a NFP company are inconsistent with your plans for your organisation, this might not be the right structure for you.
Otherwise, if you’re keen to move ahead with setting this up, you need to understand the requirements involved.
In any case, it’s a really good idea to speak with a lawyer to help you understand your options and what’s right for you.
How Is A NFP Company Different To A Company Limited by Guarantee?
Perhaps the most common structure for any organisation with a charitable structure is a Public Company Limited by Guarantee (CLG).
So, how is a CLG different from a NFP company? And why is it more common?
Going back to the basics, the main difference is that a NFP company is private whereas a CLG is public. This means that a NFP company can only attract private funding, while a CLG can attract public funding.
Additionally, there’s a difference when it comes to liability:
A Pty Ltd company is limited by shares – this means that the members’ liability are only limited by how many shares they have in the company. In a CLG, the members are limited by their guarantee—this is typically a nominal amount (between $10 to $100) that members guarantee to pay if the company needs to wind up.
In practice, however, setting up a CLG is more common for organisations that want to set up as a charity organisation. This is because, often, they will apply to the Australian Charities and Not-for-profits Commission (ACNC) and, if successful, the ASIC reporting obligations and annual review fees are waived. Instead, ACNC will be the main regulator that applies to you and you will be reporting to them.
On the other hand, special purpose companies have traditionally been used as corporate trustees for ancillary funds. For example, you might already be running a private company and you want to set up a foundation or another entity to receive and distribute donations. For that purpose, it’s quite common to set up a NFP company for tax reasons.
In any case, you can set up as either of these entities to run your NFP organisation (and both can be eligible for ACNC registration as a charity, too)—as long as you understand the different requirements and features of each structure, and whether it suits your organisation.
What Are The Benefits Of A NFP Company?
You might be asking yourself why anyone would register as a NFP company if it’s just as easy to register as a company limited by guarantee (especially if a CLG is more common for NFPs and charities).
There are 3 main benefits of registering a NFP company as opposed to a CLG.
1. A NFP company is essentially a private company. This means that you can obtain private funding from your shareholders (as opposed to a CLG, where you can only obtain funding from the public).
2. Because it is a private company, you can have shareholders. Though those shareholders aren’t allowed to be paid any dividends, you can still have several classes of shares that divide shareholders by their voting rights. For example, you can have a class with Founding Shareholders that ultimately make the important decisions in the company. Then, you can have ordinary classes of shares for other silent members. This structure helps you control the decisions of the company, and will typically be set out in a Shareholders Agreement.
3. You will have reduced annual review fees. If you qualify to be a NFP company, you’ll be able to save lots of $$ on ASIC annual review fees. For example, CLGs typically attract an annual review fee of $1,267 per annum. However, if you qualify as a NFP company, your annual review fees will be reduced down to $55 per annum. 
As such, a NFP company structure might be right for you if you’re looking to keep your annual fees low and reap any of the above benefits. However, it’s still important to be aware of the strict requirements (for example, you cannot redistribute the company’s assets to the shareholders if the company winds up).
How Do I Set Up A NFP company?
If you’d like to set up a special purpose NFP company, you need to make sure you do it right.
When setting up a NFP company, there are two specific things you need to do.
Draft a tailored Company ConstitutionSubmit a NFP Declaration to ASIC
For Step 1, there are specific regulations that apply to these special purpose companies. Specifically, it’s required that your Constitution reflects that:
You will only use the company’s income for a charitable purposeYou won’t pay any fees to your members or directorsAny fees (such as travel-related expenses) must be approved by all directors
After you do this, you also have to complete a declaration that confirms the above. You approach a lawyer to make sure you’re doing this right. 
What’s Next?
Now that you’ve set up your NFP company, there are other administrative tasks you’d typically have to do as a business. We always suggest speaking to an accountant to make sure you’re set up on that side of things. For example, we would suggest thinking about:
A company bank accountTax file numberPAYGInsurance
And, if you’re thinking about going down the charity route, you need to apply to ACNC to be a registered charity. If successful, ACNC will be the main regulatory body you’ll be reporting to (and most ASIC fees will be waived). However, you’ll need to speak to an accountant about tax implications such as obtaining Deductible Gift Recipient (DGR) status.
Speak To A Lawyer
If you need help understanding your options, or would like assistance with setting up your structure, we’re here to help!
It’s always a good idea to speak with an experienced lawyer who can walk you through your options and the various implications of a structure—especially if you want to get it right from the start.
You can reach out to our friendly team on 1800 730 617 or at [email protected] for a free, no-obligations consultation.
The post Not-For-Profit Company Formation: Our Guide appeared first on Sprintlaw.

Wondering about the differences between public and private companies?
The main difference is the public are able to invest in public companies, but they can’t invest in private companies. In other words, public companies can be listed on the Australian Securities Exchange (ASX). 
With this power comes responsibility—as a result, public companies have more paperwork when it comes to disclosure requirements.
While both private and public companies are regulated by ASIC, some public companies can also be regulated by Australian Prudential Regulation Authority (APRA). 
There are also liability differences and lots of other regulatory differences which we’ll get into below. But first, let’s identify what a public or private company is.
How To Tell Whether A Company Is Public Or Private 
Firstly, companies can be divided into two categories, private (otherwise known as proprietary) or public. 
Within the private category, private companies are divided further into a large or small private company.
Small or medium sized businesses are generally private companies.
If You’re A Private Company, Are You Big Or Small?
This is how you figure out whether your private company is a big or small one!
To be a large private company on or from 1 July 2019, you need to satisfy 2 of the below criteria for each financial year.
Consolidated revenue$50 million or moreConsolidated gross assets$25 million or moreCompany (and entity it controls) employees100 or more 
And to be a large private company, before 30 June 2019, you need to have met the below requirements. 
Consolidated revenue$25 million or moreConsolidated gross assets$12.5 million or moreCompany (and entity it controls) employees50 employees or more 
Structural And Shareholder Differences Between Public & Private Companies
For public companies:
There is no limit to the amount of shareholders you can haveThere must be a minimum of 3 directors, 2 of whom reside in AustraliaThere must be a minimum of 1 company secretaryThere needs to be a registered office accessible to the public 
For private companies:
There is a limit of 50 shareholders who are not employees of the companyThere must be a minimum of 1 director A company secretary is optionalA registered office is still a prerequisite, but it doesn’t have to be accessible to the public
Prospectus Requirements For Public & Private Companies
If you are operating a public company, you will need to release a ‘prospectus’ to shareholders which includes details on the company’s financial risks, profits, losses, assets, liabilities, business model and other information. 
Private companies, on the other hand, can’t raise funds in any way that would require a prospectus. This limits a private company’s options when raising capital. 
Something to note on the topic of fundraising, though, are recent changes to the law which allow private companies to crowdfund. 
Reporting Obligations For Public & Private Companies
A public company must prepare both a director’s report and a financial report on an annual basis and have this independently audited.
There are some exceptions for public companies, which you can check out here.
Meanwhile, a private company is generally off the hook. A private company only needs to meet reporting obligations if they are a ‘large company’. 
What Else Does a Public Company Have To Do?
If you’ve ever invested in shares, you would have received a copy of the public company’s constitution, financial statements, and directors reports. This is actually an obligation for public companies to report to their shareholders. 
As well as this, public companies have to hold annual general meetings and manage a share register. 
Why Would You Switch From A Private Company To A Public Company?
It is common for private companies to switch to a public company when they reach the limit of shareholders permissible, and wish to grow. There are however, many more differences that you should consider first, and discuss with a lawyer. 
Feel free to contact us at [email protected] or on 1800 730 617 to find out more about the best company structure for your business. We’re available any time for a free, no-obligations chat.
The post Public vs Private Companies: What’s The Difference? appeared first on Sprintlaw.

Changing your staff from casual to full or part time status is much more common than the other way around, and can occur when both the employee and employer consent to it. 
However, what about the opposite? Is it possible to change your staff from a full time (or part time) employee to a casual employee? What impact would this have on your Employment Contracts? 
Why Would You Want To Change Staff From Full Time To Casual? 
Employees might request to move from full time to casual work to maintain links to their current work, while they seek – or have been offered – permanent employment elsewhere. 
From the employer’s perspective, you could seek to make this move in response to changes in your operational requirements, where the number of permanent staff needs to be decreased.
We are likely to see this much more, given the effects of COVID-19 on businesses in Australia. 
In this scenario, permanent staff may be made redundant, and then given the option to work as casual staff members instead. 
What Are the Implications?
In a recent case, staff brought unfair dismissal claims when they were made redundant and then offered casual positions. Fair Work’s decision was in favour of the employer, as there was a genuine need to reduce full time staff due to a change in workplace needs. 
Even though Fair Work ruled in favour of the employer in this case, it’s still wise to consult with a lawyer before making this move. As the employees will continue to work within your business, you don’t want to create any resentment—and, of course, you’ll want to avoid any unfair dismissal claims. 
Contact An Employment Lawyer
Some of these options – such as making your staff redundant to then offer them casual employment – are risky to undertake without the guidance of an employment lawyer. As we saw above, staff may bring unfair dismissal claims if this is not carried out correctly. 
Making staff redundant, in any case, is a difficult process which must be followed correctly. If you’re thinking of changing your Employment Contracts, speak with our experienced employment lawyers. 
We can be reached for a free, no-obligations consult on 1800 730 617 or at [email protected].  
The post Changing Staff From Full Time To Casual appeared first on Sprintlaw.

Many employees may start out as casuals, and may change to a permanent position after they have been with a business for some time. Switching your staff from casual to full time positions is a common scenario, and can occur when both the employer and employee consent to it.
In fact, due to recent changes in the law, a regular casual employee has the right to request a change to a permanent role after 6 or 12 months of service according to their award, with the employer only being able to refuse on reasonable grounds. 
To follow the correct process for changing to full time or part time from casual, you will need to check any employment agreements such as enterprise agreements, and your employee’s modern award. 
Here’s what you need to know about changing staff from casual to full time employees.
What Is The Model Casual Conversion Clause?
The Model Casual Conversion Clause is information found in your employee’s modern award. It sets out an employee’s right to request a change to permanent employment after working a set amount of minimum months as a casual with a certain pattern of hours. 
For example, if a casual employee has worked a full time load for a year, they can request to change to full time employment. If their pattern of work more closely resembles a part time load, they can request to change to a part time role.
The Model Casual Conversion Clause is important as it helps set staff expectations while ensuring they know their rights. It also outlines the grounds on which an employer can refuse a change to a permanent role.
When Can You Refuse A Change From Casual To Permanent?
There are a few grounds on which you can refuse your employee’s request to change to permanent employment. These reasons might include:
Changing to permanent employment would mean a significant adjustment to the employee’s hoursIt is reasonably foreseeable that the staff member’s position either won’t exist or will need to have reduced hours within 12 months time
It is reasonably foreseeable that the hours you will need your staff to work won’t be suitable for permanent hours
What You Need To Do If You Are Employing Casual Staff
As an employer, you need to give all of your casual employees a copy of the Model Casual Conversion Clause within a year of your staff member starting work. 
If they had been employed before the law changed, then you needed to have given them this information by 1 January 2019.
You also need to ensure your employment contracts are up to date to reflect the Model Casual Conversion Clause.
Speak With An Employment Lawyer
If you need help with understanding your obligations as an employer, or need assistance updating your employment contracts, feel free to reach out to us for a free consult on 1800 730 617 or at [email protected].
The post Changing Staff From Casual To Permanent: The Casual Conversion Clause appeared first on Sprintlaw.

Spreading the word of what your business offers to potential customers is incredibly important—especially when many businesses opt to market their business directly to their customers.
But businesses must be mindful of customers’ privacy and make sure that their digital marketing efforts are not considered spam.
So, we’ve provided you with a handy guide to ensure your business is directly marketing to your customers and clients within legal boundaries, and keeping their personal information  protected!
Key Legal Requirements Of Direct Marketing 
Different types of direct marketing have different legal requirements. The following requirements ensure you’re protecting your customer and clients’ privacy. 
Complying With The Privacy Act
First off, make sure that your business is complying with the Privacy Act. All Australian businesses must follow the Privacy Act, except if you’re a small business.
If you’re a small business, you can opt in to the Privacy Act. If your business must follow – or has opted to follow – the Privacy Act, we’ll now take a look at your obligations in keeping your customers’ personal information safe.
The Difference Between ‘Personal Information’ and ‘Sensitive Information’
Confused about what ‘personal information’ means? Well, to break it down, personal information is any information that identifies the person to whom it relates. First off, you should get to know the differences between personal information and sensitive information. 
‘Personal information’ is any information that identifies the person it relates to. Examples include names, credit card details and addresses. Opinions made by that person can also fall under personal information, if those opinions contain identifiable information. 
On the other hand, ‘sensitive information’ can include racial or ethnic origin, political opinions, religion, trade union or other professional associations or memberships, philosophical beliefs, sexual orientation or practices, criminal records, health records and biometric information.
Now that you have an idea of the difference, you should make sure your business only collects ‘sensitive information’ with the customers’ consent and if the information is reasonably necessary for the purpose of directly marketing to your customers.
Having A Privacy Policy
It’s a good idea to make sure your business has a privacy policy in place. 
This is important as a privacy policy tells your customers what privacy rights they have. 
To address customers’ concerns about what their personal information is being used for, privacy policies should outline: 
How your business is handling, securing and protecting your customers’ informationWhat your business is doing with information you no longer needHow your customers can contact you or make a complaint
A privacy policy can be a bit lengthy for your customers, so make sure your business’ privacy policy is easily readable and accessible. Our lawyers can help you with this if you need one drafted.
Handling Personal Information For Marketing Purposes
Your business may be able to use personal information to directly market to individuals, but only if your business is exempt under the Australian Privacy Principle 7 (‘APP 7’), which is part of the Privacy Act. 
One exception to the restrictions is when the personal information has been collected directly from the individual by the business, and the individual expects their personal information to be used for direct marketing via email, SMS or MMS. 
Another exception is when the personal information has been collected from a third party, or from the individual directly but they don’t expect that their personal information will be used for direct marketing. 
If your business is a contracted service provider, you could also be exempt from the restrictions. 
Also, if your business has personal information that has been collected to meet its obligations under a Commonwealth contract and it is necessary for you to use and disclose the information to meet these contractual obligations, then your business can use the personal information for direct marketing. 
If any of these exceptions apply, your business must give your customers an easy way out of receiving any direct marketing.
Ensuring Customers Can Opt Out Of Marketing Messages 
As a business, you should make it easy for your customers and individuals to opt out of receiving marketing messages. 
This can be done by providing a link to unsubscribe from promotional emails, or by adding a prompt to message back ‘STOP’ in SMS/MMS marketing.
If your business has collected personal information from someone other than the individual themselves, or if the individual does not expect that their information will be used for direct marketing, you must give them information on how to opt out of each direct marketing communication. 
If a customer asks you to stop, your business must stop sending marketing messages. You must stop this within a reasonable period of time—within 30 days of request is best, if not immediately. 
Usually, customers won’t want their personal information to be used for direct marketing purposes by other businesses, so make sure this request is carried out free of charge!
If the person wants to know how you got their details, you may have to tell the recipient of the messages where you got their personal information.  But you’re under no obligation to do this if it’s unreasonable or impractical to do so. 
If you have no qualms in letting the customer know where your business got their personal information, this again must be done within a reasonable period of time.
Complying With The Spam Act
If your business is going to directly market to your customers via email, SMS or MMS, you must make sure you’re also following your obligations under the Spam Act. We’ll go through these obligations below. 
Having The Customer’s Consent
First off, the Spam Act requires that electronic direct mail (or EDMs) be sent to customers with their expressed consent—or when consent can be inferred from their conduct or the relationship the customer has with your business. 
Express consent in EDMs includes:
People ticking the box next to a statement which gives permission for the business to send emails directlyPeople directly entering their email address into a form which confirms they want to receive regular email updates from the business
Express consent for SMS and MMS marketing can be given when customers enter their mobile number on a website to opt-in to the business’ updates.
On the other hand, examples of inferred consent include the person subscribing to magazines or newspapers, as it indicates that there is an existing relationship between you and the customer.
Identifying Your Business To Customers
The Spam Act requires that the email contains accurate information about your business to the person that consented to receiving EDMs. 
In addition to including your business’s website and contact details in the email, your business’ name should be clearly visible in the ‘from’ field or subject line, and in the body of the message text of your emails.
For SMS and MMS marketing, your business’s identity must be clear and accurate to the customer when they look at the sender information when receiving marketing messages. 
Not abiding by this requirement can be costly to your business. This was seen when Optus was fined $110,000 in 2009 for assuming customers could make the connection of the sender ID 966 — which is the numerical representation of the word “zoo” — to promote their OptusZoo entertainment service.
Not complying with these requirements may lead to your business’s messages being reported to the Australian Communications and Media Authority (ACMA).
Unsubscribe Facilities For Customers To Opt Out
Under the Spam Act, you must give clear instructions to your customers on how to opt out of receiving EDMs, SMS or MMS marketing messages using unsubscribe facilities. 
Examples of unsubscribe facilities include:
A sentence at the bottom of EDMs saying ‘to unsubscribe, click here’Notifications in SMS or MMS marketing messages prompting customers to reply ‘STOP’ to opt out
If a person has decided to unsubscribe from your business’s marketing messages, you have five working days to act on these requests.
Make sure you include unsubscribe facilities in your marketing messages as, again, if you don’t, you can be reported to the ACMA. 
What Happens If My Business Breaches These Laws?
ACMA has the ability to crack down on certain businesses for sending marketing messages to their customers that are not in compliance with the Spam Act. ACMA has the power to enforce direct marketing laws if the marketing messages have been classified as spam and include Australian links, particularly EDMs.
ACMA can issue formal warnings, infringement notices and fines of up to $1.8 million. 
A hefty fine can be issued when it’s been found that the business has sent two or more marketing messages within a day without peoples’ consent. 
Plus, ACMA can also accept undertakings from the business sending the messages, take matters to the Federal Court and seek remedies from the Federal Court. 
Examples Of What Could Happen If You Don’t Comply With The Spam Act
Recent examples of non-compliance show how costly it can be for businesses to not comply with the Spam Act. Let’s go through a few particularly prominent cases. 
Oneflare
In 2019, Oneflare – a Sydney based online marketplace – contacted individuals on a public database without seeking expressed or implied consent from them. The messages sent to these people also did not have unsubscribe facilities. As a result of these breaches of the Spam Act, the ACMA issued a fine of $75,600.
What’s more, Oneflare had to make statements in an enforceable undertaking to promise to comply with the Spam Act. Oneflare also had to hire an independent consultant to review its internal advertising procedures.
Oneflare tried to argue there was inferred consent simply because the personal information was available through a public database. 
ACMA found that there was no inferred consent as Oneflare’s marketing messages did not relate to the work-related business of the recipients. Oneflare had to remove the personal information from their database.
Optus
In January 2020, ACMA found that Optus breached anti-spam laws 2 million times. 
How? 
By spamming its customers with SMS messages and emails after they had opted out or unsubscribed.
As a result of this breach, Optus paid a fine of $504,000 and had to apologise to its customers. 
Key Takeaways…
If your business is subject to the Privacy Act, you must have a privacy policy in place that outlines to customers and clientele how and why their personal information is being collected, stored and used by the business.
Personal information can be used for direct marketing purposes if the customers and clients have provided their personal information under the exceptions in APP 7. Sensitive information can also be used for direct marketing purposes if your customers and clientele have consented to its use.
After collecting this information, you must make sure your business falls under one of the three exceptions in APP 7 for you to use the information for direct marketing purposes. You should allow anyone receiving direct marketing messages to easily opt out of them, and to act on their request within a reasonable time and free of charge.
Lastly, if there is a breach of the Spam Act in relation to the consent, identity and unsubscribe facilities requirements, you could face hefty penalties. 
If you want more advice on how to directly market to your customers and clients legally, give us a call on 1800 730 617 or email us at [email protected]. Our experienced team is available at any time for a free, no-obligations consultation.
The post The Fine Line Between Spamming And Direct Marketing appeared first on Sprintlaw.

Buying a franchise is an exciting opportunity if you’ve always wanted to start your own business.
Of course, setting up a business can be difficult—and it gets even more complicated when it comes to buying a franchise. 
This is because there are certain rules that you must comply with.
These rules are also dependent on the franchising network you want to join. 
The starting point for buying and selling your own franchise is a Franchise Agreement. Often, this will be given to you by your franchisor.
Before you sign it, it’s a good idea to have a lawyer review the Franchise Agreement and advise you of the key issues and your rights. 
Here are the key things franchisees need to know about a Franchise Agreement. 
What Is A Franchise? 
A franchise is a type of business structure whereby the owner of a business (the franchisor) licenses others (the franchisee) to use the business’s trade name and operating structure. 
What Documents Do I Need As A Franchisee?
If you’re thinking of becoming a franchisee, you will need:
A Franchise AgreementAn Operation Manual… and other legal documents!
A lawyer will be able to help with most of this, but the most important legal document you’ll need is a Franchise Agreement.
What Is A Franchise Agreement?
A Franchise Agreement is one of the 5 essential documents a franchisor (the person licensing the franchise) needs to give you, the franchisee (the person operating the franchised business).
The Franchise Agreement should outline 4 main things:
The key terms of the businessThe franchisee’s obligationsThe franchisor’s obligationsProcedures that will be relevant to the purchaser (the incoming franchisee) 
Along with these provisions, the Franchise Agreement will contain clauses that are distinct from a normal Business Sale Agreement.
It’s important to note that no two franchises are the same.
This is because franchisors have the opportunity to structure their franchise differently from other existing franchises. 
Therefore, specific clauses are needed to outline the relationship between you and the franchisee in a way that reflects the unique nature of the franchise business you are purchasing. 
According to the Franchising Code of Conduct, every franchisor has to present a Franchise Agreement to any potential franchisee.
However, the code does not set out a specific structure for the Franchise Agreement.
This is why it’s crucial that you have a lawyer review any Franchise Agreement—there might be some specifications specific to you as the franchisee, that have been left out. 
What’s The Difference Between A Franchise Agreement And A Franchise Licence? 
You might easily get tripped up when it comes to the difference between a Franchise Agreement and a Franchise Licence. 
Generally, a Franchise Licence will authorise you to sell branded products from the franchise. 
On the other hand, a Franchise Agreement will allow you to actually set up a franchised business. 
This means that, in a Franchise Agreement, you have access to all of the company’s intellectual property, assets, suppliers and know-hows.
But, with a Franchise Licence, you’re only authorised to sell the products under their brand.
Franchise Agreements tend to be more comprehensive – and therefore more restrictive to franchisees – than Franchise Licences. 
If you are bound by a Franchise Agreement, you have to abide by all of the franchise rules and regulations as, effectively, you are a representative of their entire company.
Knowing the difference between a Franchise Agreement and a Franchise Licence is important as, depending on which agreement you enter into, your obligations will be quite different. 
What Are The Main Franchise Agreement Provisions?
As a potential franchisee, there are certain things that you should look for in a Franchise Agreement. 
Training and Support
The franchisor should provide you with training and ongoing support for your staff.
Depending on the franchise, the training might be different. For example, some might include administrative and tech support, while others won’t.
Geographical Location & Exclusivity
The Franchise Agreement will include specifics on location and where you are going to operate the franchise. 
Sometimes, a Franchise Agreement will include an exclusivity provision to ensure that no other franchisee can open a franchise in your location. 
Duration
Another important provision that must be included in any Franchise Agreement is its duration. 
The length of your Franchise Agreement will help you decide whether you can sustain running the business for that time period or whether you’ll need to adjust the period depending on your capacity. 
Fees
Relevant fees must be included in the Franchise Agreement. 
This could include the initial franchisee fee – which covers the cost of using the franchisor’s logo and operating system – as well as the royalties you pay to the franchisor.
Renewal & Sale Rights
Renewal and sale rights should also be included in the Franchise Agreement. 
These terms will outline your options to terminate the agreement or renew if you wish to continue running the franchise. 
Some franchisors also allow you to sell the franchise. If, for any reason, you decide that you no longer want to run the franchise, this option may be useful to have in your agreement. 
What If I Want To End My Franchise Agreement?
If you don’t want to sell your franchise – or if you want to end your Franchise Agreement before the agreed date – it is a good idea to have a termination clause.
A termination clause is effective if one of the parties to the contract breaches any of the terms within it.
Most Franchise Agreement termination clauses have two outcomes:
Suspension: The agreement won’t be in operation until both parties solve the issue and agree on a date for it to resumeTermination: The agreement will no longer be effective 
Whether you’re a franchisor or franchisee, it’s in the interest of both parties to have a termination clause included in the Franchise Agreement. It provides a way out if things were to turn sour between you. 
What To Take Away…
As a franchisee, the process of buying and selling a franchise can be a complicated process.
It’s important to seek advice from an experienced lawyer who can advise you on the process. They’ll also make sure your Franchise Agreement includes the relevant provisions to make the sale seamless and successful.
In particular, if it’s your first time buying into a franchise, it’s a good idea to speak with a lawyer who can walk you through how it all works.
As soon as you are given a Franchise Agreement, it’s best practice to reach out to a lawyer who can advise you on what’s included and what the contract means for you as a business.
If you’re considering selling your franchise or are interested in purchasing one, don’t hesitate to give our team a call on 1800 730 617 or email us at [email protected] for a free consult.
The post Potential Franchisees: Key Things You Need To Know appeared first on Sprintlaw.

Slavery isn’t a thing of the past. 
Its form has changed and continues today. This is known as modern slavery. It is any type of forced labour undertaken under duress for little to no wages.
By definition, slavery is the practice where humans are owned by other humans as property, with the enslaved person typically working without remuneration and against their own will. Historically speaking, slavery has existed in many civilisations as a legal institution, but today it is outlawed in all recognised countries.
Australia itself has a tragic history of slavery—from the kidnapping of South Sea Islanders to work on the sugar cane fields and the shipping industry to Aboriginal and Torres Strait Islander people forced to work as domestic workers and farm labourers. 
Modern slavery is not limited to human trafficking, and includes debt bondage, wage exploitation and forced labour. According to the Global Slavery Index, in 2016, there were approximately 15,000 people working under conditions considered to be modern slavery within Australia. 
With the creation of new legislation in Australia, the government is cracking down on businesses who might be engaging in modern slavery. 
As a business owner, it’s important to know your obligations under these new laws to ensure that you or anyone in your supply line is not engaging in modern slavery practices. 
What Are The Forms Of Modern Slavery?
Modern Slavery can take different forms. They include any of the following:
Forced labour Debt bondageHuman trafficking Descent based slavery Child slaveryServitudeForced and early marriage Deceptive recruiting for labour or services
If you’re an employer, it’s important to consider whether your business practices can be considered modern slavery. The term “modern slavery” is used to cover a wide range of exploitative practices. It generally refers to a situation where a person can’t refuse work because of an abuse of power.
Some recent examples include vulnerable migrants being promised a better life in Australia, only to have their passport taken by their employer, being forced to work long hours without pay and being threatened to be sent to their home country if they do not comply.
How Can Australian Businesses Be Affected by Modern Slavery?
Modern Slavery undermines responsible business practices and warps international markets. Modern slavery, even if in your supply chain, can cause ireparable reputational harm to your business. 
A proactive approach to confronting modern slavery in your supply chains and operations is essential to respect a person’s human right to be free from slavery. 
What’s more, according to the Commonwealth’s ‘Guidance for Reporting Entities’, taking steps to address modern slavery provide many benefits to your entity—such as enhancing the conditions and processes of your supply chains, boosting consumer/investor confidence and therefore financing, and improving business opportunities and relationships with staff and your community.  
What Is The Modern Slavery Reporting Requirement In Australia?
If you are an Australian entity—or an entity that carries out business in Australia—and have an annual consolidated revenue of $100 million or more, you must submit a ‘modern slavery statement’. 
However, as many small and medium sized enterprises can also be at risk of modern slavery, all businesses have the potential to be affected.This means modern slavery laws are something all business owners should be aware of. Reporting is a useful way to make supply chains more transparent in exposing modern slavery.
In fact, it’s a UN Guiding Principle that all businesses have the responsibility to try to prevent or remedy modern slavery in both their supply chains and operations.
It is estimated that the modern slavery statement reporting will affect only 3000 businesses in Australia—a far cry from the true amount of businesses involved in modern slavery.
How Has COVID-19 Affected Modern Slavery?
COVID-19 is set to magnify pre existing power imbalances through creating unstable labour markets, a lack of job security, and an inability for migrant workers to return to their home country. Modern slavery is very much a global problem, and combating modern slavery means cooperation with other countries; something that has been interrupted due to COVID-19. 
Due to COVID-19, deadlines to submit the Modern Slavery Reporting Requirement have been extended, with the exact date depending on your entity’s accounting period. How you report has changed, too. This is due to a number of factors, like changes in supply lines and shifting priorities, loss of contact with some suppliers, and disruption from understaffing. 
To counteract the effects of COVID-19 on modern slavery, the Australian Border Force has some helpful guidance, which includes maintaining relationships with suppliers and encouraging a dialogue with them about how they are protecting their staff, supporting the return of foreign staff, providing equipment to keep staff safe, and maintaining contact with other peak bodies to receive updates on best practice.  
What Steps Can You Take?
The obvious answer to prevent slavery is to ensure you do not exploit your staff, but the more difficult steps are to address modern slavery in your entity’s supply chains. As a business owner in Australia, no matter what size your business is, you have more sway than you think. Believe it or not, your influence could affect entities in other countries. 
Even if your business makes a consolidated revenue of less than $100 million, you can still make a voluntary report. Voluntary reporting is a great way to take the initiative on fighting modern slavery, and can set your brand apart as showing strong ethics and leadership.
If you need more help on your reporting requirements, or information on how you can report, feel free to contact our expert employment lawyers at Sprintlaw.
The post Modern Slavery: An Australian Perspective appeared first on Sprintlaw.

On the cusp of starting your own business? Don’t forget your business legals! 
From setting up your business, to the finer details of having contracts in place, we’ll take you through what you need to know. 
Choose Your Business Structure
Setting up the correct business structure and all its associated documents from the beginning will provide a solid sense of direction for your business. We’ve written about the three most common business structures—sole trader, company and partnership structures—here.
Briefly, the structure you choose will depend on how much you envision your business growing, the value of your business, how risky your business activities are, whether you’re going into business alone or with others, and what type of industry you’re in.  
If you’re not sure what structure is best, you can reach out to Sprintlaw for a Corporate Consultation with one of our lawyers.
What Documents Will I Need For Setting Up My Small Business?
If you want to become a partnership, you’ll need a Partnership Agreement, and you or your partner will need to register for an ABN. 
If you want to start a company, you’ll need to register with ASIC as well as have a Shareholders Agreement if there is more than one owner. 
If you are the sole owner of the business, are undertaking low risk activities and don’t have a huge budget, you might consider becoming a sole trader. To become a sole trader, you need to register your ABN which is a free and quick process. 
The downside of being a sole trader is that your business’ liability won’t be separated from your personal liability, meaning you could be held responsible if something goes wrong. To protect yourself in this case, the most important documents you’ll need are well-drafted contracts between you and your customers, and insurance. 
Get Contracts In Place Between Your Business And Your Customers
Regardless of your business structure, the next step to starting a small business is to have the right contracts in place. 
The type of contract you’ll need will depend on the type of business you’re running. For example, if you’re running an online clothing store, you would have a contract between you and the customer in the form of Online Shop T&Cs—covering things like delivery, payment, and returns. 
If you’re running a physical clothing store, on the other hand, you wouldn’t need contracts with your customers, however you would still need contracts with your suppliers. 
We have experience in drafting contracts for small businesses in a diverse range of industries, including Hire Agreements, Service Agreements, Gym T&Cs, Recruitment T&Cs, Graphic Design T&Cs, and much more. 
Why Have A Contract With My Customers?
The main benefits we’ve seen from small businesses having contracts in place with their customers are:
You’re more likely to be paid, and on timeYour intellectual property has an added layer of protectionThe contract can clearly explain the scope of work, and make provision for more payment if more work needs to be doneDisputes between customers and your business can be avoidedYour business’ liability is limitedYour business is more likely to comply with the relevant law, for example, the Australian Consumer Law, by only having fair contract terms
Have Contracts With Your Business’ Suppliers 
Having strong relationships with other businesses, such as suppliers, that you rely upon is important for the success of your enterprise. 
Some benefits of contractualising your relationships with other businesses are:
Greater reliability and therefore continuity in the goods or services your provideYou’ll have recourse to other options if there is a problem with supplyPayment terms are clearBoth parties will understand if your agreement is exclusive or not
What Other Documents Might I Need?
If you’re employing others, you’ll want Employment Contracts. If you are using contractors, or are a contractor yourself, you’ll also need a Contractor Agreement. 
Not sure whether you’re using contractors or employees? We’re here to help, and can organise a consultation with a lawyer to explain this to you. 
If your business is online, we’ve written an article on some practical tips and legals you’ll need (such as a Privacy Policy and Terms and Conditions). 
Need On-Going Legal Help?
Throughout your business, you might want amendments made as your business changes, or if the law changes. You may wish to consider becoming a Sprintlaw Member to access free contract amendments, and free phone consults with lawyers for any questions that come up as you’re setting up your business.
Why Sprintlaw?
First up, Sprintlaw’s ethos is to make legals accessible to small businesses. We also believe it’s important you and your customers understand your contracts, so we’ll draft your business legals in accessible, clear language. 
Being able to plan your budget when starting a small business is super important. At Sprintlaw, we charge fixed-fee upfront costs, so there will be no unexpected bills.
So, what do you actually get from us? We don’t just send you a template agreement that doesn’t reflect your business. Our lawyers will chat to you before starting work on your contract, so that they can tailor it to the specific needs of your business. This will also give you a chance to discuss any questions or amendments you would like to be made after the contract has been drafted.
In many cases, you’ll also want reusable contracts for your suppliers, employees, customers, and anyone else you deal with. After all, it’s a pain to redraft your contracts for every person you need with. We can draft contracts with a cover sheet and walk you through how to adjust the contract to fit the needs of each customer, so you can get real value out of your contracts.
To talk you through what legals are a priority for your small business, get in touch for a free, no-obligations consultation on 1800 730 617 or at [email protected].
The post Legal Aspects Of Starting A Small Business appeared first on Sprintlaw.

When you hire a new employee, how important is it to have an employment contract in place? As an employer you have certain legal obligations that you need to uphold. Having a proper employment contract is often essential to meeting these legal obligations, so it is important to understand how employment contracts fit into your business.
Who Are Your Employees & What Are Your Obligations?
Your team of employees makes your business possible. Your obligations to your employees depend on their type of employment – whether casual, part-time, or full-time – as well as a range of employment regulations. Not only is protecting employee entitlements a legal requirement, it is also important for maintaining a positive and productive workplace.
When Do You Need An Employment Contract?
You should enter into an employment contract with each of your employees when you bring them on board.
What Should An Employment Contract Include?
A good contract will cover the basics such as salary and leave, as well as other important matters such as probation periods, ownership of intellectual property, confidentiality and termination rights.
You may also want to include restraint and/or non-solicitation clauses, to restrict the ability of employees to leave and compete with your business by stealing your customers and staff. Fair Work Australia makes template employment contracts available on their website. However these contracts will not provide much in the way of business protection as they tend to be favourable to employees. If you have any specific requirements, it’s worth getting a lawyer to draft your employment contracts.
What Else Do You Need To Consider?
As well as having an employment contract in place, there are some other important considerations to keep in mind when hiring employees.
National Employment Standards (NES)Modern AwardsMinimum WageSuperannuationPay slipsRecord KeepingPAYG TaxWork Health and Safety (WHS)Workplace policies and proceduresFair Work Information Statement
What If I’m Hiring Executive Level Employees?
If you’re thinking of hiring employees at an executive level, you might need a specific Executive-Level Employment Agreement.
Where the stakes are higher with executive employees, you might want to add extra clauses to protect your interests as an employer (especially if that employee has special conditions or requests that they want reflected in their contract). 
Generally, this kind of employment contract might cover:
Conflicts of interest: this could define what your employee is and isn’t able to do (such as work with other businesses in the same industry).Management decisions: you might want to add in extra terms around when this C-level employee might be allowed to make certain management decisions.Competitor Notices: if your employee resigns with the intention of working with a competitor business, you can request that they disclose full details to allow a proper transition and hand-over to protect your business.
Need Help With An Employment Contract?
Having properly drafted employment contracts is really important for your business – it will protect your company from exposing IP and confidential information, and it helps you comply with your legal obligations as an employer.
At Sprintlaw, we have a team of experienced lawyers who can assist you with drafting or reviewing an employment contract for your business. Get in contact with one of our consultants for a no-obligation chat on how we can help you put together an employment contract and help with any other legal issues your business may have.
The post What’s The Purpose Of An Employment Contract? appeared first on Sprintlaw.

In any business, it’s really important to protect your branding so that nobody else makes a profit from it.
You might have heard the words ‘trade marks’ and ‘copyright’ floating around when people tell you that you need to protect your brand’s assets.
Trade marks and copyright are two ways you can protect your intellectual property. 
And, in small businesses, these are the two main ways you can protect your brand. 
So, what exactly is the difference between them? Here’s what you need to know.
What Is A Trade Mark, Anyway?
A trade mark is a right that gives you exclusive use over that trade mark for up to 10 years in Australia.
To explain what this means, let’s go through an example.
Let’s say you set up a business as a sole trader. You might register a trading name for that business, too. These are administrative tasks that you have to do to formally set up a business.
However, to actually protect your rights over the business name, you can apply for a trade mark through IP Australia. Even if you already have the business name registered, you do not have an exclusive right to use it in Australia unless you have a registered trade mark.
To apply for a trade mark, you’ll have to go through IP Australia (and we can help!). 
It can sometimes be a lengthy process for an IP Australia examiner to assess whether your application is successful. Once it is successful, though, your trade mark will be registered and visible on the public trade mark search.
Why Is It Important to Trade Mark?
As your business grows, the last thing you want is someone else making money from your business name. To protect your brand and your customer base, applying for a trade mark sooner rather than later makes sure that only you have the rights to that name (or logo).
So, it’s actually quite important to think about this early on. You can apply for a trade mark for your business name, a slogan, a product name, or even a colour!
What Does Copyright Mean?
Copyright works a little differently to trade marks. Unlike trade marks, you don’t need to register copyright.
Instead, copyright is an automatic right that arises as soon as you express your idea in some sort of material form. This means that your website, software code or designs will already have copyright protection once you’ve created them (we’ve written more about how this works here).
To actually protect that copyright, you can do it contractually. This is because copyright ownership is generally given to whoever first created the work. So, to define who will own the copyright, you can clearly lay this out in a contract with suppliers, customers, designers, employees or any contractors you work with.
For example, you might want to have Intellectual Property clauses in your Employment Agreement so that, whenever an employee does work for your business, the copyright is still owned by the business. Or, if you’re working with a graphic designer to create your logo, you might want them to sign something that ‘assigns’ the ownership of that copyright to your business after they’ve created it. 
As a basic first step, it’s always a good idea to have a Copyright Disclaimer on your website or any place where original work is displayed. This tells others that your work is protected by your copyright.
Copyright is a little more flexible than trade marks, since there is no public registration system and it can instead move between contracts. However, it’s still important to get it right.
What Is The Difference Between Trade Marks and Copyrights?
The main difference between a trade mark and copyright is that you register a trade mark, whereas copyright is automatic. 
And they both offer different protections for different types of intellectual property.
Trade marks generally protect branding assets such as your business name or logo. However, copyright protects a more broad range of business assets—any “original work” that has been created can be protected by copyright.
Protecting branding assets and business assets involve very different processes, so it’s important to understand your rights. While trade marks are a stronger form of protection (since they are publicly registered on IP Australia), you can still take legal action against someone for infringing your copyright. 
However, the last thing you want is to get into any messy disputes. As a small business, you want to get it right from the very beginning and avoid having to completely re-brand later on. This is why it’s important to think about trade marks and copyright sooner rather than later.
Speak With A Lawyer
If you need help with a trade mark or protecting your copyright, or are looking for other ways to protect your intellectual property, get in touch with us!
Don’t hesitate to reach out to our friendly team on 1800 730 617 or at [email protected] for a free, no-obligations chat.
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