TERMS AND CONDITIONS OF BUSINESS

Engagement of Contractors

These Terms and Conditions apply to all services provided by us in connection with our recommendation and provision of personnel (“the Consultant”) to carry out services (“the Services”) for you.

1. OUR OBLIGATIONS

1.1. We will use all reasonable skill and care in recommending a Consultant to provide the Services for you.

1.2. We shall be entitled to rely on the good faith of the Consultant and will accept no responsibility for any false or inaccurate information provided or representation made by the Consultant.

1.3. We do not give any representation or warranty that a potential consultant is or will be available.

2. YOUR OBLIGATIONS

2.1. You acknowledge that you are ultimately responsible for the selection of the Consultant and for carrying out your own reference checks on the Consultant. You must not, however, without our prior written consent, seek any references prior to any offer being accepted by a Consultant.

2.2. If, throughout the course of the Consultant providing the Services or within six months thereafter, you directly or indirectly via associates or related parties engage (other than as our consultant) the Consultant, any of its employees, consultants, agents or subcontractors (“its representatives”), or any company, partnership or trust in which the Consultant or its representatives have a beneficial or management interest, you must immediately notify us and pay us the recruitment fee as agreed in the Service Agreement.

3. CONFIDENTIALITY

3.1. We will not disclose any of your confidential information to any prospective consultants or any other party outside of Free Agent Focus without your permission. Where it is agreed that information may be disclosed to prospective consultants, they will be reminded of the confidentiality of any such information passed to them.

3.2. You agree that you will at all times keep information submitted to you with respect to the Consultant or prospective consultants confidential and that no details of the Consultant or prospective consultants will be passed to, or discussed with, persons outside of your employment, without our prior written consent. You agree that you will hold all personal information regarding the Consultant in accordance with the provisions of the Privacy Act 1988.

4. FEES

4.1. The fees payable by you to us are as agreed in the Services Agreement. Fees are payable within 7 days of receipt of an invoice, or we will be entitled to terminate the agreement.

4.2. The fees include all expenses for us unless specific prior agreement has been reached for services such as advertising, but they do not include any expenses or disbursements incurred by the Consultant in carrying out the Services.

4.3. There will be no refund of fees already paid in the event of any early termination of the agreement by you or by the Consultant.

4.4. We have the right to charge interest at the rate of 3% per month or part thereof on all accounts remaining unpaid eight days after the invoiced date.

5. REPLACEMENT CONSULTANTS

5.1. If you are not satisfied with the quality of the Services being provided by the Consultant, you must use your best endeavours to resolve your concerns with us for a period of at least 7 days. If your concerns have not been resolved to your reasonable satisfaction, we are entitled to provide a replacement consultant, reasonably acceptable to you, within 7 days.

5.2. If, prior to the expiry of the Service Agreement, the Consultant ceases to be available to perform the Services we shall be entitled to provide a replacement consultant, reasonably acceptable to you, within 7 days.

6. LIABILITY

6.1. The Consultant is an independent contractor of Free Agent Focus and we will not be held responsible for the performance of the Services by or the conduct of the Consultant or its representatives or for the Consultant terminating the provision of the Services prematurely.

6.2. We hereby exclude, in respect of our provision of the Consultant, all terms conditions and warranties implied by custom, the common law or statute except any implied condition or warranty which cannot be excluded by law or which would cause any part of this agreement to be void (“Non-Excludable Condition”).

6.3. We hereby limit our liability for breach of any Non-Excludable Condition in respect of our provision of the Consultant to the extent permitted by law, to providing another consultant to re-supply the Services or part thereof as appropriate.

6.4. You agree to fully release us from any claim (whether arising in contract, tort or by statute) for any loss or damage (including consequential damage or lost revenue, lost profit or lost data) suffered by you in relation to work done by the Consultant or the performance by us of our obligations. You also indemnify us against any claim by a third party in relation to loss or damage allegedly caused to that party by the Consultant in the course of the Consultant providing the services to you.

7. VARIATION

7.1. The Terms and Conditions may only be varied by the agreement of both parties which must be evidenced in a document signed by both parties.





TERMS AND CONDITIONS OF BUSINESS

Introduction of Permanent Staff

Definitions: Throughout this document, the following definitions apply:
“Introduction” means the giving by the Company to the Client of any information relating to the Candidate including but not limited to the Candidate’s name, academic record, employment history and any written information about the Candidate and shall also include arranging for the Client or its representatives to interview the Candidate. “Introduced” has a corresponding meaning. “Invoice date” means the date recorded on the invoice. “Candidate” means any person introduced to the Client by or through the Company or its representatives, including any person who has contacted the Company with a view to seeking employment. “Client” means any person or any corporation, (including any related or associated corporation as defined by the Corporations Law) who, directly or through its officers, employees or agents, requests the Company to provide or receives from the Company, details of any employment position (for a limited or unlimited period) or who employs staff introduced by the Company on a permanent or temporary basis. ”Company” means Free Agent Focus Ltd ABN 72 097 924 251

1. These terms of business govern the relationship between the Company and the Client.

2. Once the Client has provided a job specification for the assignment, this is deemed to be an acceptance by the Client of these Terms of Business.

3. The fee payable by the Client for the Company’s professional services will be structured on a retained basis. The Client agrees to pay the fee to the Company within fourteen days of the Invoice date.

4. The fee will be calculated based on an amount equal to the Candidate’s gross annualised remuneration (including the additional benefits described below). The fee will be payable in three instalments. One-third (based on the anticipated remuneration) on commencement of the assignment, one-third (based on the anticipated remuneration) on presentation of the short list of candidates and the balance (calculated on the final agreed remuneration) on successful completion of the assignment. Motor vehicles provided by the Client to the Candidate will each be valued at a minimum of $15,000 per annum (or as otherwise agreed). In addition, all allowances, employer contributions to superannuation funds (including SGL contributions), subsidised loans and any other benefits will be assessed as remuneration. A cancellation fee of a minimum of a third of the Candidate’s gross annualised remuneration payable by the Client to the Company will be charged (net of any fees already paid) if the Client cancels the assignment after the advertisement has been confirmed. Costs incurred for electronic and print media by the Company in relation to the assignment are in addition to the fee and will be charged at cost. Costs will be advised by your consultant and invoiced directly to the Client.

5. In addition to the fee payable by the Client, the Company will charge the Client Goods and Services Tax (GST) at the applicable rate at the Invoice date of the fee payable by the Client. GST is payable at the same time as the fee which gives rise to the GST liability.

6. In the event of any Candidate leaving the Client's employ within six months of commencement for any reason other than Client retrenchment, the Company undertakes to seek a replacement. Only re-advertising costs will apply in this instance. The guarantee applies only if the invoices are paid in full within fourteen (14) days of the invoice date and notification in writing from the Client within five (5) working days of the termination of the Candidate’s employment. The original fee remains effective in the event that, despite our best efforts, the Company is unable to provide the replacement, or if the Client elects not to use the Company to replace. A guarantee is not provided for a replacement Candidate. The Company does not refund monies.

7. If the Company introduces a Candidate to the Client, who subsequently refers the Candidate’s details to any other employer, resulting in the employment of the Candidate, the Client will be liable for a Placement Fee (see Clause 4), just as if the Client had employed that Candidate, without prejudice to any liability of the Client to the Company for breach of these terms of business and to any liability of the subsequent employer of the Candidate to the Company.

8. Employment by the Client of any Candidate introduced by the Company, within twelve months of the date of the last introduction, renders the Client liable to pay to the Company a fee in accordance with the amount calculated in
Clause 4.

9. Other than as required by the Trade Practices Act 1974 or as specified by the Company and the Client in writing, no warranties or representations are given by the Company in relation to Candidates.

10. The Company will endeavour to provide accurate details of the Candidate, but does not accept liability for any loss, expense, damage or delay in connection with the introduction of the Candidate or the Candidate’s subsequent employment whether caused by negligence or otherwise. The Client agrees to take up references, satisfy any medical requirements, verify qualifications and conduct interviews as the Client may see fit. The Client will base any decision to employ wholly on its own enquiries and judgment.

11. The Client agrees: (a) not to contact a Candidate other than through the Company; (b) not to disclose any information in relation to a Candidate or the Company without the written consent of the Company; and (c) not to terminate a Candidate’s employment without good cause and not to re-employ a Candidate without notifying the Company and paying the fee.

12. These terms of business and any letter attached to same constitute the entire agreement between the Client and the Company and will only be varied by a document in writing signed by both the Client and the Company.