CANDIDATE TERMS AND CONDITIONS
- Appointment. The Candidate engages the Company and the Company accepts the appointment, and will carry out the Services within the Territory and on the terms and conditions set out herein.
- Term.The appointment of the Candidate begins on the Commencement Date and continues for the Term of the Application.
- Obligations.The Candidate agrees that:
- all Placements are to be made, procured, and arranged by the Company with Clients. The Candidate agrees that it shall not contact any Client of the Company without the express written approval of the Company;
- the Candidate agrees that all information provided to the Company shall be true and current, including but not limited to personal information, employment background, education, and the like;
- the Candidate agrees and acknowledges that the Company shall carry out reasonable due diligence in respect to the Candidate including but not limited to reference checks, police checks, employment checks and the like;
- in the event that any third party refers you to any Client of the Company, you agree that you shall immediately notify the Company and refer such introduction back to the Company. The Candidate agrees and acknowledges that in the event that the Company is not notified of such referral then the Candidate may be held liable to the Company for any loss and/or damages, and that this Agreement shall be immediately terminated;
- once the Company has found the Candidate suitable placement with a Client, the Candidate and the Client shall enter into a separate agreement for each particular Placement whether that be an employment agreement, contractor agreement, or otherwise as the case may be (“Placement Agreement”);
- the Client is liable and responsible for the payment of all wages, fees, superannuation, and employment liabilities due and owing to the Candidate (“Fees”), and that the Company shall not be held liable for any Fees owed by the Client to the Candidate;
- it shall immediately report any workplace health and safety issues of any Placement to the Company;
- the Candidate shall immediately advise the Company of any extension of the Placement, ongoing terms of the Placement, and/or variation of the Placement terms;
- the Candidate shall provide the Company and the Client with a minimum of two (2) weeks’ written notice before ending any Placement prior to the end of the Placement term. In the event that the Candidate fails to provide such notice, then the Candidate agrees to pay the Company a fee of $500.00 for its services to find an urgent replacement for the role; and
- it shall carry out any Placement with a high degree of diligence, quality and efficiency, devote its time, attention and skill to the performance of the Placement during the agreed working hours.
- The Company shall attempt to procure suitable Placement(s) for the Candidate with certain Client(s) of the Company.
- Whilst the Company shall take all reasonable steps to seek appropriate Placement for the Candidate, the Company does not guarantee that appropriate nor suitable Placements will be found, and cannot be held liable in the event that the Company is unable to find the Candidate with a Placement.
- The Candidate hereby guarantees its obligations under this Agreement and indemnifies and keeps indemnified the Company from a breach of this Agreement by the Candidate.
5. Fees and Invoices
5.1 The Candidate agrees and acknowledges that the Company shall not be liable for any Fees owed to the Candidate and that all Fees and liability for those Fees shall be the responsibility of the Client pursuant to the Placement Agreement entered into between the Candidate and the Client.
6. Relationship of Parties
- The relationship between the Company and the Candidate is that of a principal and an independent contractor. Nothing in this Agreement will constitute or deem the Candidate to be an employee of the Company nor will anything in this Agreement be construed as creating an employment relationship between the Company and the Candidate.
- In this Agreement Confidential Information shall mean any information concerning the nature and operation of the business and relationship, including but not limited to business records, information, notes, products, know-how, trade secrets, customer contact lists, existing and proposed business, planning or marketing or advertising and communication procedures and plans, strategies and projections, techniques or information, including information relating to sales figures, details of the identity of potential users, customers and agreements and arrangements with third parties including suppliers and/or agents, and Intellectual Property.
- The Parties hereby agree to keep all Confidential Information confidential at all times during the term of this Agreement and for a period of 5 (five) years thereafter.
- A Party may disclose Confidential Information pursuant to this Clause 7 only if:
(a) such disclosure was required by law;
(b) the Confidential Information was already in its possession prior to disclosure by the party and this prior information had not been obtained from the other party; and
(c) the Confidential Information has come into the public domain through no fault of the party to whom the information has been disclosed.
- The obligations of confidentiality set out in this Agreement are continuing and shall survive for ten (10) years from the termination of this Agreement.
- Non Solicitation, Non Compete
8.1 The Candidate mustnot directly or indirectly or through interposed entities on any account in any capacity including on the Candidate’s own account or in partnership or joint venture with any other person, from the date of this Agreement to twelve (12) months termination or cessation of this Agreement: (a) solicit, employ or contract any employee or contractor of the Company, unless otherwise agreed in writing; and (b) solicit, canvas, approach or accept any approach from, or deal with or enter into any arrangement or agreement with any Clients of the Company, which the Candidate has met during the course of the this Agreement.
8.2 The Candidate agrees that for a period of twelve (12) months after the termination of this Agreement, it shall not perform any duties that replicate any form of the Company business model or ethos.
8.3 The Candidate acknowledges that the restraints under this Clause are reasonable in terms of duration and extent and are reasonably necessary to protect the business interests of the Company and does not restrict the Candidate’s right to carry on its business.
- The Candidate must immediately notify the Company of any matter which may give rise to an actual or potential conflict of interest between the Company and the Candidate, and/or the Client and the Candidate.
- Either Party may terminate this Agreement at any time and for any reason by providing the other Party with thirty (30) days’ written notice.
- The Company may terminate this Agreement immediately if:
- the Candidate commits any act of dishonesty, fraud, wilful disobedience, or wilful misconduct in the course of this Agreement;
- the Candidate breaches any obligation contained this Agreement; or
- the Candidate fails to comply with the reasonable policies and procedures of the Company and/or any Client.
- On termination of this Agreement, the Candidate must return to the Company all tangible and intangible property of the Company and/or the Client including, but not limited to, all Confidential Information, books, documents, papers, materials, working papers, records, credit cards, cars, computers and keys/passes held by or on behalf of the Candidate.
- The Candidate shall indemnify and keep indemnified the Company, and all its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses,damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the Company, its respective directors, stockholders, affiliates, offers, agents, employees, and permitted successors and assigns that occurs in connection with and/or arising in respect to:
- The Candidate negligent act or omission in connection with any Placement;
- Any breach of this Agreement by the Candidate; and/or
- The failure of the Candidate to follow and adhere to reasonable company policies, procedures and standards of the Company and/or the Client.
- The Candidate agrees that the amount of any claims, damages, costs and related expenses which may be paid, suffered or incurred by the Company in relation to the indemnification set out in Clause 11.1 above, shall be made good at the Candidate’s expense and may be deducted from any monies or Fees due or becoming due to the Candidate.
- Limitation of Liability
- Except as provided for in this Agreement, the Company makes no representation of any kind, express or implied with respect to the delivery of the Deliverables.
- To the extent that any warranty is made, the sole and exclusive remedy for breach of any warranty is that the Company re-provide the service(s).
- No action arising under or relating to this Agreement, regardless of its form, may be brought by either Party more than six (6) months after the cause of action has accrued and in any event, no later than six (6) months after the termination of this Agreement.
- The Company shall bear no liability whatsoever under or in any way related to this Agreement for any loss, loss of profit, or revenue or for any consequential, indirect, incidental, or exemplary damages.
- If Australian Consumer Law or any other legislation implies a condition or warranty into this Agreement in respect of the Deliverables supplied, and the Company’s liability for breach of that condition or warranty may not be excluded but may be limited. Clause 12.1 does not apply to that liability and instead the Company’s liability for such breach is limited to the Company supplying the services again or paying the cost of having the services supplied again by a third party.
- This Agreement
15.1 This Agreement shall be subject to the laws of the Queensland, Australia, and the partiesirrevocably submit to the non-exclusive jurisdiction of the Courts of Queensland.
15.2 Any provision or the application of any provision of this Agreement or its application which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
15.3 Any provision or the application of any provision of this Agreement or its application which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
15.4 If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the any other provisions in this Agreement.
15.7 This Agreement supersedes all previous agreements, arrangements, understandings, representations or any other communication in respect of the subject matter of this Agreement and embodies represents the entire agreement between the parties.