1. Application

1. These terms apply to all placement services we provide, whether for permanent or contract positions.
2. You accept these terms by any of the following:
3. telling us you accept them;
4. asking us to help fill a position after receiving a copy of them;
5. receiving a candidate referral from us and subsequently engaging that candidate, whether directly or through a related entity; or
6. disclosing information about one of our candidates to any third party who then engages that candidate.
7. Where alternate fees or terms have been separately agreed in writing and signed by both parties prior to a candidate referral, those agreed fees or terms apply in place of the default rates set out in clause 7 and the guarantee period set out in clause 2.8. In all other cases, the default rates in clause 7 apply as does the guarantee period in clause 2.8.
8. Once accepted, these terms apply to all future engagements of our services unless varied in writing signed by both parties.

2. Definitions

1. AGR (Annualised Gross Remuneration) means the annualised total of all remuneration payable to a candidate, including base salary, superannuation contributions (including guarantee payments), guaranteed bonuses, salary-sacrificed components, and the value of any vehicle, telephone, computer, travel, accommodation, education or other benefit forming part of the candidate's total package. For part-time roles, AGR is calculated on a part-time equivalent basis.
2. Associated entity has the meaning given by the Corporations Act 2001 (Cth), applied with necessary modifications if you are not a body corporate.
3. Candidate means any person:
4. who is seeking opportunities for employment through us; or
5. whom we have identified as a person who might consider a position through us and about whom we can provide relevant information regarding availability or suitability.
6. Contract means the contract of employment or other engagement, whether written or not, between you and a candidate in relation to employment.
7. Contract placement means a placement where the client engages a candidate directly on a fixed-term or temporary/project basis.
8. Permanent placement means a placement where the client engages a candidate on an ongoing or open-ended employment basis.
9. Placement means the filling of a position you require, and where context requires, includes a position a third party requires.
10. Replacement period means the three (3) month period following a candidate's commencement in a permanent placement.
11. Total contract value means the candidate's agreed daily rate multiplied by the total number of contracted days in the initial term of engagement, excluding any extensions.
12. Us, we, our refers to the recruitment business operating these terms.
13. You, your refers to the client engaging our services, and includes any related entity on whose behalf you have authority to act.

3. Presenting candidates

1. Presentation of a candidate begins when we first provide you with any information about that person, whether on an identified, anonymous, or pseudonymous basis.
2. All candidate presentations are made on a contingent basis unless we expressly confirm a retained basis in writing.
3. By asking us to submit candidates, you confirm that you have first considered all candidates known to you through your internal database, advertising, or social media networks. Any candidate we refer who is subsequently engaged by you will attract our introduction fee, regardless of whether that candidate later appears in your internal records.
4. If a candidate we submit is already known to you and has been recently and directly contacted by you regarding the relevant role, you must inform us in writing of this fact and when contact was made. We will not unreasonably pursue a fee in those circumstances.

4. Our responsibilities

1. We will use reasonable care to assess the suitability of candidates we introduce. We will interview and pre-screen each candidate and use best endeavours to verify Australian working rights, employment history, and relevant technical certifications prior to introduction.
2. We rely on information provided by candidates and accordingly make no warranty as to the accuracy of that information or as to a candidate's suitability for any role. We are not liable for any loss, damage, expense or delay arising from or connected with the recruitment, engagement or conduct of a candidate, including any negligence, dishonesty, misconduct or lack of skill.
3. The final recruitment decision rests entirely with you. It is your responsibility to satisfy yourself as to a candidate's suitability before engaging them.
4. Any reference information we provide is given in strict confidence for your use only and without liability. You must not disclose it to any third party.

5. Your responsibilities

1. If we are engaged on an exclusive basis for a position, you must:
2. confirm the exclusivity period in writing;
3. not brief any other recruitment provider during that period;
4. direct any other provider making enquiries about the role to do so through us; and
5. direct any candidate who applies directly or is referred by a third party to apply through us.
6. If requested, you must provide us with a copy of the agreed contract (or an accurate summary) within seven days of it being executed.
7. You are responsible for satisfying yourself that any candidate has the legal right to work in Australia.
8. After the 12-month period in clause 7.1 has expired, if a candidate has not been engaged, you must delete or destroy all candidate information we provided, including resumes. You must not retain it for future use.
9. All fees quoted are exclusive of GST. GST at the prevailing rate will be added to our invoices.
10. Our fees are payable within 14 days of invoice. Overdue amounts accrue interest at 10% per annum, calculated daily from the due date until payment in full.
11. No dispute entitles you to withhold or set off payment of any invoice amount.
12. You indemnify us for all costs (including legal costs on a solicitor-client basis) we incur in recovering overdue payments. Those costs are recoverable as a debt on production of an invoice.

6. Exclusive engagements

1. Where we are engaged on an exclusive basis, following the expiry of the exclusive period you authorise us to continue recruiting for the position unless you have terminated this agreement or no longer require the role to be filled.

7. Fees

1. Permanent placements. Where no lower fee has been agreed in writing prior to the referral, our fee is 20% of AGR. This fee applies if, within 12 months of our last presentation of a candidate, that candidate accepts a position with you, with another person on whose behalf you are acting, or with any person to whom you have disclosed the candidate's information without our consent.
2. Contract placements. Where you engage a candidate directly on a contract basis following our introduction, our fee is 20% of the total contract value of the initial term. This fee is invoiced on commencement. If the contract is extended, a further fee of 20% of the total value of each extension period is payable on commencement of that extension.
3. Contract to permanent conversion. If a candidate placed on a contract basis is subsequently offered and accepts a permanent position with you at any time, a conversion fee equal to 20% of AGR applies. Any contract introduction fees already paid will not be credited against the conversion fee.
4. AGR estimation. If AGR is not finalised at the time of invoicing, it will be calculated on the highest AGR figure advised to us by you up to that point. Where remuneration includes commission or performance bonuses, we will estimate AGR based on available position descriptions, advertised details or KPIs and attempt to agree that estimate with you. If you dispute our estimate in writing within one business day of receiving it, AGR will be determined by a mutually agreed independent expert. If not disputed in that timeframe, our estimate is deemed accepted.
5. Advertising and third-party costs. We will notify you in advance of any advertising or third-party costs you authorise us to incur. These are charged in addition to our placement fee.

8. Replacement guarantee

1. If, within the replacement period (3 months from commencement), a permanently placed candidate:
2. performs unsatisfactorily and the placement is terminated for that reason; or
3. voluntarily terminates their contract,

we will use best endeavours to present a replacement candidate at no additional placement fee, subject to clause 8.2. This guarantee is available only once for each position filled by a candidate introduced to you by PRA. 

  2. Our replacement obligation only arises if:

1. you have paid our invoice by its due date;
2. you notify us immediately in writing of any circumstance that may trigger this clause;
3. you have provided accurate information throughout the replacement period to allow us to conduct performance checks;
4. you notify us promptly in writing of the termination, including the date and reason;
5. you have made a reasonable attempt to induct and orient the candidate;
6. you have fulfilled all your obligations under this agreement; and
7. the termination is not caused by: any false or misleading representation made to the candidate; redundancy, retrenchment or operational restructure; any act or omission by you that would render the termination unlawful, harsh, unjust or unreasonable; or any breach by you of the candidate's contract.

  3. If a replacement candidate is placed at a higher AGR than the original candidate and our fee is calculated as a percentage of AGR, we may charge an additional fee based on the difference. No refund applies if the replacement candidate's AGR is lower.

  4. Clauses 4, 5, 7 and 10 of these terms apply to the presentation of any replacement candidate.

9. Exclusions and liability

1. Because you control the supervision and direction of candidates once engaged, we make no representation that any candidate will achieve a particular level of performance, outcome or goal.
2. Subject to clause 9.3, we are not liable to you for any loss, damage or injury of any kind, however caused, whether directly or indirectly, including through our negligence or that of a candidate, once that candidate is engaged by you.
3. Clause 9.2 does not limit our liability for loss or damage directly caused by our own conduct to the extent we contributed to it.
4. Where a term is implied into this agreement by statute and cannot be excluded, our liability for breach of that term is limited, at our option, to re-performing the relevant service or paying the cost of having it re-performed.
5. These exclusions survive termination of this agreement.

10. Termination

1. Either party may terminate this agreement by giving 14 days written notice.
2. We may terminate immediately and without liability if:
3. you fail to pay any amounts owing to us; or
4. you breach clause 5 or clause 11 of these terms.

11. Privacy, confidentiality and non-solicitation

1. You agree to handle all personal information about our candidates in accordance with the Privacy Act 1988 (Cth) and to treat yourself as a trustee of that obligation for the benefit of the candidate.
2. You must keep confidential any information we identify as confidential, including the fact that a candidate may be seeking a new position.
3. You must not use or disclose confidential information without our written consent.
4. You may use confidential candidate information for the purpose of engaging our services.
5. If you wish us to keep information confidential, you must expressly identify it as such. Information you provide that is not identified as confidential may be used by us in providing our services.
6. The following is expressly confidential and will not be used or disclosed without your consent:
7. details of your current staff; and
8. your human resources strategies.

12. Dispute resolution

1. If a dispute arises under or in connection with these terms, the parties must first attempt to resolve it by good faith negotiation.
2. If the dispute is not resolved within 14 days of written notice, either party may refer it to mediation conducted by a mediator agreed between the parties. If the parties cannot agree on a mediator within 7 days, either party may apply to the Law Society of NSW to appoint one.
3. If mediation does not resolve the dispute, either party may pursue their rights in a court or tribunal of competent jurisdiction.
4. Nothing in this clause prevents a party from seeking urgent interlocutory relief.

13. General

1. Governing law. These terms are governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of NSW.
2. Waiver. Failure to enforce any provision of these terms does not constitute a waiver of our right to enforce it at a later time.
3. Severance. If any provision is held invalid or unenforceable, it is severed and the remainder of these terms continues in full force.
4. Entire agreement. These terms constitute the entire agreement between the parties regarding placement services and supersede all prior representations, discussions and agreements on that subject. They may only be varied in writing signed by both parties.
5. Acknowledgement. By engaging our services you confirm that you have read and understood these terms and have not relied on any representation not expressly set out in them.