TERMS AND CONDITIONS FOR THE SUPPLY OF RETAINED INTERIM SEARCH SERVICES
These terms and conditions (Supply Terms) shall apply to the provision of retained interim search services by Future Leadership Pty Ltd (ACN 099 487 573) (Future Leadership) to the applicable client identified in a Proposal (Client). The Client accepts these Supply Terms and Conditions by accepting the Proposal.
1. Introduction
For the purposes of these Supply Terms:
a) The services to be provided by Future Leadership are specified in a Proposal. If anything in these Supply Terms is inconsistent with the proposal, these Supply Terms take precedence.
b) the introduction of a Candidate by Future Leadership to the Client occurs:
i) if the Candidate is placed by Future Leadership with the Client to fill a position on a placement/labour hire basis pursuant to a placement agreement between the Client and Future Leadership (Placement);
ii) if the Client contacts Future Leadership (either verbally or in writing) and Future Leadership provides to or sends the Client a résumé or any other details of the Candidate;
iii) if Future Leadership contacts the Client (either verbally or in writing) and the Client agrees to accept a résumé or any other details of the Candidate, and Future Leadership then provides to or sends the Client that résumé or those other details; or
iv) if Future Leadership provides to or sends the Client a résumé or any other details of the Candidate and the Client interviews the Candidate;
c) all steps taken and work undertaken by Future Leadership in identifying a suitable candidate for Placement with, or employment or engagement by, the Client and which leads to or may lead to an introduction of a Candidate by Future Leadership to the Client constitutes the Interim Search Services.
2. Acceptance of Supply Terms
By accepting the attached proposal from Future Leadership, the Client agrees to be bound by these Supply Terms.
3. Candidates
a) Future Leadership will use all reasonable efforts to provide the Client accurate information about Candidates, including their qualifications and experience. However, the Client accepts that Future Leadership is reliant on the integrity and quality of information supplied to Future Leadership by Candidates and Future Leadership will not be liable for any false statements or misrepresentations made by a Candidate or for the accuracy or completeness of the information provided by a Candidate or a third party about a Candidate.
b) Except as required by any law, Future Leadership makes no representations and gives no warranties either express or implied as to the suitability of a Candidate for a particular position. The employment or engagement of a Candidate by the Client and the consequences that may follow from any introduction of a Candidate by Future Leadership to the Client, or the employment or engagement of a Candidate by the Client are entirely at the Client’s risk.
c) The Client indemnifies Future Leadership against any loss, damage, expense or claim suffered by Future Leadership that may arise due to any actions or omissions of a Candidate in any way arising from or associated with the interim search services, the introduction of the Candidate by Future Leadership to the Client or the employment or engagement of the Candidate by the Client. The Client accepts that when Future Leadership introduces a Candidate to the Client, Future Leadership is reliant on the details the Client provides to Future Leadership as to job description, position responsibilities, required experience and professional qualifications and any risks, including to health or safety which may be known to the Client.
4. Fees and costs
4.1 General
a) If a Placement is not made, the Client agrees to pay Future Leadership a fee of $1,500 if a shortlist has been presented or $2,500 if the Client has interviewed a Candidate, plus GST (Fee).
b) Other than in clause 4.1(a) and if these Supply Terms are not replaced by an interim client agreement, the Client agrees to pay Future Leadership a fee in respect of a Candidate who, following the introduction of the Candidate by Future Leadership to the Client, is employed or engaged by the Client within 6 months of the introduction, whether in the role in which the Candidate was originally submitted for Placement under a Proposal by Future Leadership or otherwise.
c) The Candidate’s gross equivalent annual remuneration package or annualised daily rate fee payable includes the base salary or base fee (as applicable) payable to the Candidate and any other remuneration or amounts such as superannuation, commission, bonuses, sign on payments, relocation allowance and the value of any other non-salary benefits.
d) Unless otherwise agreed in writing between the parties, the fees and costs payable by the Client will be calculated in accordance with this clause 4.
4.2 Permanent Fee
Where the Client employs or engages, or a related entity of the Client employs or engages on the Client’s referral, a Candidate on a permanent basis, the fee payable by the Client to Future Leadership will be equivalent to 20% of the Candidate’s gross annual remuneration package or fee payable to the Candidate for the first year of the employment or engagement, plus GST (Fee).
4.3 Casual/Fixed Term Fee
Where the Client employs or engages, or a related entity of the Client employs or engages on the Client’s referral, a Candidate on a casual or fixed term contract following the introduction of the Candidate by Future Leadership to the Client, the fee payable by the Client to Future Leadership is 20% of the Candidate’s gross equivalent annual remuneration package or annualised daily rate fee payable to the Candidate during the casual or fixed term period, plus GST (Fee).
4.4 Unpaid position
If the position to which the Client appoints the Candidate following the introduction of the Candidate by Future Leadership to the Client, is unpaid, the Client will pay Future Leadership a fee of $10,000, plus GST (Fee).
4.5 Miscellaneous recruitment related expenses
a) All out of pocket, recruitment related expenses incurred by Future Leadership in providing the interim search services to the Client (such as advertisement costs, travel/accommodation/meals for Candidates, Future Leadership employees, contractors or agents, prospective Candidate meetings, video conference meetings etc) (Recruitment Related Expenses), plus GST, will be invoiced to the Client subject to clause 4.5(b).
b) In the event any Recruitment Related Expenses are likely to be in excess of $1,000 excluding GST per item, Future Leadership will seek the prior written consent of the Client to the expenses before they are incurred.
4.6 Advertising costs
a) Any advertisements to be posted in respect of the interim search services will be discussed between Future Leadership and the Client prior to being posted to confirm details including content, size, position, media coverage and cost.
b) All costs associated with the digital advertising package and such advertisements (Advertising Costs) will be invoiced to the Client.
5. Invoicing and payment terms
a) Future Leadership is entitled to invoice the Client for the Fee, the Recruitment Related Expenses, the Advertising Costs or other relevant amounts if a Placement is not made.
b) Unless otherwise agreed in writing, the Client must pay Future Leadership within 7 days following receipt by the Client of a tax invoice from Future Leadership in respect of:
i) the applicable Fee as set out in clause 4 above;
ii) the Recruitment Related Expenses;
iii) any Advertising Costs.
c) Future Leadership will charge GST in respect of the Fee, the recruitment related expenses and the advertising costs in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
d) If the Client is in default of making a payment under clause 5(a), Future Leadership may charge interest at the rate for the time being fixed under section 2 of the Penalty Interest Rate Act 1983 until the overdue amount is paid.
6. Confidentiality, intellectual property, privacy and data security
a) Any information supplied by Future Leadership to the Client (including any of the Client’s employees, contractors or agents) regarding a Candidate is supplied on a strictly confidential basis to enable the Client to assess the Candidate’s suitability for employment or engagement by the Client and shall not be disclosed to any third party without Future Leadership’s express written consent except where the Client is required to do so by law.
b) Any confidential information provided by the Client to Future Leadership will be available to any agent, employee or affiliate of Future Leadership in order that Future Leadership may provide the interim search services and otherwise as relevant to these Supply Terms.
c) Neither party has any rights whatsoever in the intellectual property of the other. For the purposes of this clause, “intellectual property” includes but is not limited to in-house software, methodology, report formats, psychometric programs, questionnaires and other recruitment tools, subject to copyright and branding.
d) The Client must at all times comply with all applicable privacy laws, including the Privacy Act 1988 (Cth) (Privacy Laws) in relation to the personal information (as defined in the Privacy Act 1988 (Cth)) of any Candidate disclosed by Future Leadership to the Client (Personal Information). In particular, the Client:
i) will not do, or omit to do, anything in respect of the Personal Information which results, or could reasonably result, in the Client being in breach of the Privacy Laws;
ii) will not use or disclose the Personal Information other than for the purposes for which Future Leadership discloses the Personal Information to the Client, unless with Future Leadership’s prior written consent or otherwise in accordance with law;
iii) will protect the Personal Information from misuse, interference and loss and from unauthorised access, modification or disclosure;
iv) will ensure that only the Client’s employees/agents (if any) who need to have access to any Personal Information have access to the particular Personal Information;
v) will immediately notify Future Leadership if the Client become aware of a breach, or potential breach, of its obligations under these Supply Terms, the Privacy Laws or any other law, with regard to the Personal Information, including if the Personal Information is the subject of unauthorised access or disclosure or is lost;
vi) will co-operate with any of Future Leadership’s reasonable requests or directions arising from or in connection with Future Leadership’s or the Client’s obligations under the Privacy Laws;
vii) will return or destroy the Personal Information upon Future Leadership’s request or otherwise upon the termination of these Supply Terms; and
viii) will not transfer or disclose the Personal Information to any other person or entity, including a person or entity located in a country other than Australia, without:
A) requiring the recipient person or entity to enter into similar contractual arrangements with regards to the handling of the Personal Information; and
B) obtaining Future Leadership’s prior written consent.
e) Without limiting clause 6(d), the Client indemnifies Future Leadership from and against any action, claim, suit, demand, loss, expense, damage, cost or liability incurred by Future Leadership arising out of the Client’s failure to comply with its obligations under clause 6(d) or the Privacy Laws.
7. Termination
a) These Supply Terms may be terminated by either party at any time by giving notice in writing to the other party.
b) Termination of these Supply Terms will not affect, limit, reduce or bring to an end any liability of the Client to pay any amount to Future Leadership that is or becomes due and payable to Future Leadership prior to or on termination.
8. General
8.1 Currency
References to $, AUD or Australian dollars in these Supply Terms are to the currency of Australia.
8.2 Subcontracting
Future Leadership may subcontract any of its rights or obligations under these Supply Terms.
8.3 No Assignment
Neither party may assign these Supply Terms or their rights or obligations under these Supply Terms without the prior written consent of the other party.
8.4 Relationship of the parties
Nothing expressed or implied in these Supply Terms shall constitute either party as the partner, agent, employee, or officer of, or as the joint venturer with, the other party, and neither party shall make any contrary representation to any other person.
8.5 Entire Agreement
These Supply Terms comprise the entire agreement between Future Leadership and the Client. Any amendments or variation must be in writing signed by both parties.
8.6 Governing Law
These Supply Terms are governed by the laws of Victoria, Australia and the parties irrevocably submit to the exclusive jurisdiction of the Courts of Victoria, Australia.
