Client Terms and Conditions

Terms of Business
1. How these Terms apply
1.1 These Terms are binding on you when you sign them or, after having received a copy of them:
a. by email, you or your representative accept these Terms or request Services; or
b. you accept an Introduction of a Candidate or a Temporary Worker (which includes opening or viewing any information we provide); or
c. you Engage a Candidate or a Temporary Worker.
1.2 These Terms supersede any previous terms and conditions for Services and are the parties' entire agreement.
1.3 Each accepted request for Services is a separate contract that incorporates these Terms. If we provide Services to your Related Entity, you will be liable to us at all times as if you received those Services directly.
2. Key definitions
2.1 Assignment means the performance of work and tasks by a Temporary Worker under your care, supervision, direction or control.
2.2 Assignment Details means a document or email we may provide to you under clause 4.3 that sets out details of an Assignment.
2.3 Candidate means a person we Introduce to you by any means.
2.4 Confirmed Search Brief means a document or email we provide to you setting out details of a placement search we agree to undertake for you.
2.5 Engage, Engaged and Engagement means (a) for Candidates, and under clauses 3.19, 4.18 and 4.18, to employ, procure or engage under a contract of service or a contract for services, including an engagement via an interposed company or for trial or probation purposes; and (b) for Temporary Workers, to use as an on-hired resource.
2.6 Introduce, Introduced and Introduction means (a) you interview a Candidate or (b) we provide you with a CV or other written or verbal information that expressly or impliedly identifies a Candidate or Temporary Worker, and regardless of whether we introduce them in response to a specific request.
2.7 Rate and Rates mean the applicable hourly, daily or weekly rate for a Temporary Worker that as a minimum includes all amounts the Temporary Worker is entitled to by law, but excludes amounts referred to in clause 4.12.
2.8 Related Entity has the meaning given in the Corporations Act 2001 (Cth).
2.9 Services means permanent and fixed-term placement services (section 3) and workforce services (section 4), as the context requires.
2.10 Schedule means the schedule attached to these Terms (as replaced from time to time).
2.11 Special Condition means a special condition specified in the Schedule.
2.12 Temporary Worker means our (or our Related Entity) on-hire employee or independent contractor (including their employees, agents and sub-contractors).
2.13 Terms means these terms of business, the Schedule, any Assignment Details or any Confirmed Search Brief and any other document provided by us in the provision of Services.
2.14 Total Remuneration means the anticipated first-year annual gross remuneration package including annual gross salary, superannuation, commission, bonuses, allowances, joining inducements and any other contractual benefits which form part of the total remuneration package. If a Candidate is entitled to a car (including a tool of trade vehicle that includes personal use) or car allowance, the minimum value we add is $20,000.
3. Permanent and fixed-term placement services
Our searches
3.1 We conduct exclusive and non-exclusive permanent and fixed-term placement searches. The search type will be agreed before we commence, which may include us issuing a Confirmed Search Brief.
Introduction and Engagement of Candidates
3.2 When you Engage a Candidate on a full time, part-time or fixed-term basis, you agree to pay a placement fee calculated under this section 3 and the Schedule.
3.3 You will pay a placement fee if, within 12 months of an Introduction you or your Related Entity:
a. Engage the Candidate for any position; or
b. pass on the Candidate's details to another party who (i) Engages the Candidate for any position or (ii) supplies the Candidate to you or a Related Entity for any position; or
c. elect not to commence an Engagement after the Candidate has accepted your offer verbally or in writing, as we determine (other than due to the Candidate's direct fault).
3.4 Clause 3.3 extends to where you Engage an Introduced Candidate (a) that answers an advertisement, or (b) that is subsequently introduced to you by another business, or (c) that is already in your database or later uploaded into your database.
3.5 Unless otherwise agreed in writing, you will be responsible for arranging a Candidate's medical examinations, police checks and other investigations, and obtaining their visas or other required work permits.
3.6 Our reference checks will be limited to objective factual information about a Candidate's previous work.
Calculation of Fees
3.7 We calculate a placement fee using the table in the Schedule. We multiply the Candidate's applicable Total Remuneration by the corresponding percentage.
3.8 If you do not confirm the Candidate's final Total Remuneration, we will calculate the placement fee using the highest value in the salary range you provided. If there is no salary range, we will rely on industry benchmarking data to apply the highest salary applicable to the role (or its equivalent).
Fees for part-time roles
3.9 For part-time roles, our placement fees will be calculated on the equivalent full-time Total Remuneration (as determined by us). We do not reduce fees for part-time positions.
Fees for fixed-term contract roles
3.10 For fixed-term Candidate Engagements of:
a. Six months or less, the placement fee will be the greater of $5,000 and 50% of the full fee calculated under clause 3.7; or
b. between 6 and 12 months, our placement fee will be the greater of $5,000 and the full fee calculated under clause 3.7 and then pro-rated for the term of the fixed term Engagement.
3.11 If:
a. a Candidate's fixed-term Engagement of fewer than 12 months is extended or rolled over (including under a new contract); or
b. you re-engage a Candidate for another fixed term within 12 months of their last fixed-term Engagement,
you will incur the pro-rata portion of the applicable placement fee based on the length of the new fixed-term Engagement until you have paid the applicable full placement fee.
3.12 If you permanently Engage a Candidate during a fixed term Engagement with you, or within 12 months after their last fixed-term Engagement with you, you will incur the balance of the applicable full placement fee.
3.13 Clauses 3.10 to 3.12 apply to any Engagement by you, your Related Entity or any third party to whom you or a Related Entity refer a Candidate.
Minimum Fees
3.14 A minimum placement fee of $5,000 applies to all Engagements by you under these Terms.
Expenses
3.15 You agree to reimburse us for all costs that we incur when performing permanent and fixed-term placement services, police checks, license checks and qualification and social media checks, and regardless of whether you Engage a Candidate. This clause also applies to any replacement Candidates presented under clause 3.21.
3.16 In respect of advertising, we will not pass through pre-approved advertising costs if a Candidate if we charge a placement fee. In all other cases, pre-approved advertising is payable by you.
Payment and invoicing
3.17 Our placement fees are immediately due and payable as follows:
a. (Exclusive or Non-Exclusive Search): on and from a Candidate's first day with you.
b. (all other Engagements): for all other Engagements by you under these Terms, when we become aware of the Engagement, or agreement to be Engaged.
3.18 You must pay all invoices issued under this section 3 within 14 days of the date of invoice.
Exclusive searches
3.19 If you appoint us to conduct an exclusive search, we have eight weeks to source a Candidate for you for the role exclusively. If during this exclusivity period you Engage a candidate other than through us, we reserve the right to treat that as an Introduction and invoice you 50% of the placement fee calculated under clauses 3.7 to 3.14.
Cancelling a search
3.20 We may terminate a search at any time without liability to you, including a search under clause 3.21, where you have delayed a search by 30 days or more, or where we believe that you have requested us to act in a manner that is unlawful or may damage our reputation.
Refunds or replacing a Candidate
3.21 Unless you request a replacement under clause 3.22, if a Candidate Engaged by you permanently resigns or is terminated:
a. within 14 days of the Candidate's first day with you, we will refund or waive the placement fee (as the case may be); or
b. within 30 days of the Candidate's first day with you, we will refund or waive 50% of the placement fee (as the case may be).
3.22 If a Candidate Engaged by you permanently resigns or is terminated after eight weeks of the Candidate's first day with you, we have not provided a refund under clause 3.21, and you inform us you require a replacement Candidate, we will endeavour to identify a replacement Candidate, provided:
a. the Candidate did not resign due to alleged bullying, discrimination or other misconduct within your workplace, or a breach by you of your obligations, or because you misled them during the recruitment process; and
b. termination of the Candidate:
i. was not unlawful; or
ii. was not due to redundancy, a restructure or a change in the original role specification provided to us; and
c. you have paid all fees and expenses for the original Candidate on time, and no other fees are overdue; and
d. you notified us immediately in writing of the Candidate's resignation or termination, and you gave us a reasonable opportunity to address any issues.
3.23 Clauses 3.21 and 3.22 do not apply to (a) a Candidate re-Engaged under clause 3.26; (b) a Candidate provided as a replacement for another Candidate under clause 3.21; (c) a Temporary Worker retained under clause 4.18; or (d) a fixed-term Candidate.
3.24 Our search for a replacement Candidate under clause 3.21 will expire eight weeks after the original Candidate's last day with you. We do not provide credits or refunds other than under clause 3.21.
3.25 If you Engage a replacement Candidate on a higher Total Remuneration than the original Candidate's, we reserve the right to invoice you for the difference in the placement fee.
Re-Engaging a Candidate
3.26 The full placement fee is again payable if you or a Related Entity re-Engage a Candidate replaced under clause 3.21 in the 12 months after the end of their first Engagement.
Liability
3.27 The final decision about the suitability and employability of a Candidate rests with you, and we are not liable for any liability for loss, expense or damage arising from a Candidate's work, negligence, fraud, dishonesty or lack of skills or qualifications.
3.28 We are not liable for any loss, expense or damage arising from Candidate information provided to us and then provided to you, or from us seeking, Introducing or not Introducing a Candidate.
4. Workforce services
Our Services and Engagement of Temporary Workers
4.1 When you Engage a Temporary Worker to perform an Assignment for you, you agree to pay the Rates and any applicable expenses described in this section 4 and any Assignment Details. Temporary Workers may be casual or fixed-term employees or subcontractors.
4.2 If requested by us, you will use our preferred online platform or application for requesting Temporary Workers (Placement Request Solution). The Placement Request Solution will require you to input the necessary Temporary Worker qualifications, licences, skills and experience you need, amongst other information. Your use of the Placement Request Solution is subject to its terms of use and other terms that apply to the Placement Request Platform, as notified to you from time to time.
4.3 In all other cases, you agree to tell us the tasks to be performed by a Temporary Worker and their required qualifications, licences, skills and experience. We will endeavour to confirm this request for a Temporary Worker in writing, which may include issuing you Assignment Details.
4.4 We will pay a Temporary Worker's wages, entitlements, superannuation, and workers compensation premiums (as applicable).
Fees, payment and invoicing
4.5 We apply a minimum per day charge of 4 hours, including where a Temporary Worker relies on clause 4.32.
4.6 We will calculate the total weekly charges for a Temporary Worker by applying the Rate to the hours or days (or part thereof) shown on a Temporary Worker's timesheet. Failure by you to authorise a Rate or a timesheet does not alter your liability to pay for the hours worked by a Temporary Worker.
4.7 Subject to clauses 4.12, 4.15 and 4.17, we invoice weekly for Assignments.
4.8 You must pay all invoices issued under this section 4 within seven days of the date of invoice.
Other costs, and variations to Fees
4.9 You will reimburse us on demand for the costs of a Temporary Worker's personal protective equipment, as well as their police, medical, licence and qualification checks, and for other approved costs we incur.
4.10 We may immediately increase a Rate by notice to you to reflect:
a. a variation in an award, wage rate, statutory charge, industrial instrument, law or tax; or
b. additional or new statutory charges, levies or taxes; or
c. changes in a Temporary Worker's duties or location.
4.11 If you require a Temporary Worker to work overtime or outside ordinary hours, we will increase the Rate to pass through any increased charges, including penalty rates.
4.12 If in connection with an Assignment, we must compensate a Temporary Worker we provide on a casual basis for:
a. permanent employment entitlements under the National Employment Standards in the Fair Work Act 2009 (Cth); or
b. unworked paid public holidays,
we will invoice you for those entitlements we cannot set-off (including due to a decision or ruling of the Fair Work Commission or any other court or tribunal).
We remove a Temporary Worker or cancel an Assignment
4.13 We may immediately remove a Temporary Worker and terminate an Assignment if:
a. you remain overdue in paying any amount under these Terms 3 days after notice from us; or
b. you fail to meet your obligations under clauses 4.27 to 4.32; or
c. we believe you or any of your officers, employees, agents or contractors have engaged in misconduct including sexual harassment, bullying or discrimination.
4.14 Acting reasonably, we may terminate an Assignment for any reason by giving either 24 hours' notice, or notice equal to the greater of the Temporary Worker's contracted and statutory notice period (applying the applicable Rate/s).
4.15 All amounts due to us at the time an Assignment ends under clauses 4.13 or 4.14 are immediately due and payable.
You cancel, postpone or terminate an Assignment
4.16 If you cancel, terminate or postpone an Assignment (regardless of whether it has commenced), you will pay a notice period which is the greater of four working hours and the Temporary Worker's statutory notice period (applying the Rate in all cases).
4.17 All amounts due to us at the time an Assignment ends under clause 4.16 are immediately due and payable.
Retention of a Temporary Worker
4.18 Subject to clause 4.19, if you Engage an Australian resident Temporary Worker while they are on Assignment with you or within 12 months of their last Assignment with you, you will pay a placement fee that we calculate by multiplying the Total Remuneration you agree to pay the Engaged Temporary Worker by 15%.
4.19 We will apply a discounted placement fee under clause 4.18 for the Engaged Australian resident Temporary Worker based on the hours they have worked continuously on Assignment with you, as follows:

Time on Assignment
Fee (% of Total Remuneration and ex GST)
Between 152 hours and 456 hours 10%
more than 456 hours No fee

4.20 Where the Total Remuneration is not known for the purposes of clause 4.18, we will calculate the fee using the Temporary Worker's last applicable hourly base rate of pay, multiplied by 1976 (being 52 weeks x 38 hours).
4.21 We do not make any representation or warranty to you or any third party concerning a Temporary Worker Engaged under clauses 4.18 or 4.18, including that Temporary Worker's suitability for the Engagement in any capacity, and we do not offer any replacement conditions.
4.22 Clauses 3.27 and 3.28 apply to a Temporary Worker Engaged under clause 4.18.
Supervision and management of our Temporary Workers
4.23 You are responsible for the day-to-day care, direction, supervision and control of a Temporary Worker, the conditions under which a Temporary Worker performs an Assignment and the outcomes of the tasks performed for you by a Temporary Worker.
4.24 You agree to refrain from discussing performance issues or Engagement and Assignment conditions with a Temporary Worker without us present, and you agree that only we can direct a Temporary Worker to discontinue work or be removed from the workplace.
4.25 You cannot change the Assignment description, a Temporary Worker's hours or location of work, or their actual or anticipated duties or tasks without our prior written approval.
4.26 You agree to use your best endeavours to provide a Temporary Worker with a return to work program where they have suffered an occupational injury/illness on your site.
Health, safety and wellbeing of Temporary Workers
4.27 You acknowledge that you have a duty of care to provide Temporary Workers and our other employees, agents and contractors with:
a. a safe workplace and work systems that eliminate hazards and control risks to health and safety; and
b. an induction for each attended site, and for each piece of equipment to be used; and
c. location and task-specific safety and personal protective equipment; and
d. adequate supervision and training; and
e. all relevant policies, procedures and directions.
4.28 You must not:
a. on-hire or re-supply our Temporary Workers to any Related Entity or other person or organisation; or
b. request a Temporary Worker to perform or participate in any work with which they are unfamiliar, or use any equipment for which they are unqualified or untrained.
4.29 The parties will establish open communication and consultation methods about health and safety matters, including points of contact.
4.30 You must provide us with reasonable access to the workplace and any relevant safety documentation before, and during an Assignment.
4.31 You will promptly rectify any deficiency in the provision of a safe work environment or safe systems of work that, as far as is reasonably practicable, we assess as a threat to the safety to a Temporary Worker or any other person.
4.32 A Temporary Worker may refuse to undertake any task they believe may place them or others at risk, or for which they are untrained.
4.33 You must immediately notify us if a Temporary Worker suffers a notifiable injury or is involved in a notifiable incident. You must notify us as soon as possible of all other injuries, safety incidents or 'near misses' involving a Temporary Worker.
Liability
4.34 You agree that work and tasks performed by a Temporary Worker for you are not our Services. To the extent permitted by law, you indemnify us and keep us indemnified against loss, expense, damage, delay, costs or compensation of any kind (including legal costs) that we suffer or incur in connection with or arising from the death of or personal injury to a Temporary Worker, from an Assignment, or from a Temporary Worker's:
a. acts, errors or omissions causing damage to any property, including motor vehicles; or
b. handling of cash, valuables, merchandise or any other property of value, or performance of payroll or finance-related activities; or
c. breach of confidence or intellectual property rights; or
d. breach of professional duty; or
e. acts, errors or omissions that cause death or personal injury to any person.
4.35 You indemnify and keep us indemnified for the amounts you are liable to pay us under clause 4.12, and against loss, expense, damage, delay, costs or compensation of any kind we suffer or incur because you took action or directed us to take action against a Temporary Worker that found to be discriminatory, unfair or unlawful.
4.36 Clause 4.34 does not apply to the extent our negligent provision of Services contributes to the loss or damage.
5. General
5.1 A party may terminate these Terms by giving 30 days' written notice to the other party without prejudice to a party's pre-existing or accrued rights or obligations.
5.2 We reserve the right to charge you interest daily at an annualised rate of 10% on any overdue fees or expenses. You indemnify us for all costs and expenses (including legal costs and any other third-party costs) we incur in seeking to recover unpaid amounts.
5.3 Special Conditions form part of, and are incorporated into these Terms and are the only way the parties can vary these Terms.
5.4 The following order of precedence applies if there is any inconsistency between documents that form these Terms - (a) Special Conditions; (b) clauses in the terms of business; (c) the Schedule; and (d) any other document or annexure.
5.5 If any part of these Terms is unlawful, unenforceable or invalid that part will be treated as removed from these Terms, but the rest of these Terms are not affected.
5.6 We will add the prevailing rate of GST (as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) onto the consideration for any taxable supplies, including fees and expenses, we make in connection with these Terms. You agree to pay that GST.
5.7 Unless the law provides something greater, our aggregate liability for any loss, damage, liability, cost, charge or expense (Liability) in connection with or arising from the Services and these Terms including as a result of negligence or breach of contract, or any warranty implied by law including for breach of a consumer guarantee under the Competition and Consumer Act 2010 (Cth) (CCA) is limited, at our option:
a. to the cost of re-supplying the Services giving rise to the Liability; or
b. the payment of the cost of re-supplying the Services giving rise to the Liability.
5.8 Nothing in clause 5.7 operates to exclude consumer guarantees under the CCA.
5.9 A party is not liable for any loss of profit, data, savings, contract or goodwill, or for any other special, incidental or punitive damages, or for loss or damage arising from special circumstances that are outside the ordinary course of things.
5.10 Both parties and their personnel must comply with the Privacy Act 1988 (Cth) in respect of all personal information that is collected, held, used, disclosed and otherwise handled by them in connection with these Terms. Details of Temporary Workers and Candidates remain confidential at all times, including fees and Rates.
5.11 The laws of New South Wales govern these Terms.
5.12 If the Client signs this document using an electronic signature, including using digital signing software, a duly executed electronic copy is binding and is taken to be an original.