Terms-of-Business

TERMS OF BUSINESS

1. These Terms and Conditions are between Galileo Search – ABN 73146114794 (the “Agent”) and the Client as defined in clause 2.

2. DEFINITIONS
In these Terms and Conditions the following expressions shall have the following meanings: -

“Applicant” means a person introduced to the Client by the Agent.

“Associated Employer” means a holding company or subsidiary or associated or related company of the Client.

“Client” means any person, firm or company to whom services are provided or to whom an Applicant is directly or indirectly introduced by the Agent.

“Engagement” means the employment or engagement under any agreement or arrangement for the provision of services of any Applicant introduced by the Agent (whether as employee or as self employed and whether or not the engagement relates to the same services to which the Applicant was introduced).

“GST” means goods and services tax under the New Tax System (Goods & Services Tax) Act 1999;

“Introduction” means any introduction to the Client as referred to in clause 5.

“Introduction Fee” means the fee payable by the Client to the Agent upon the Engagement of an Applicant introduced by the Agent, being a percentage of the Applicant’s annual salary as follows:

Applicant’s Salary Percentage fee
Up to $99,999: 15% of annual Salary
Above $100,000: 17% of annual Salary
Exclusive: 14% of annual Salary

PROVIDED THAT FOR THE PURPOSES OF THIS TABLE:

“Salary” means the Applicant’s estimated gross annual remuneration package including guaranteed bonuses, superannuation and other financial benefits provided, which would normally be regarded as total remuneration including, if applicable, a car or car allowance.

3. These Terms and Conditions apply to all services and Introductions made by the Agent and are deemed to be accepted by the Client upon request by the Client for any such service or Introduction. No variation to these Terms and Conditions shall be valid unless confirmed in writing by a director of the Agent. These terms and conditions supersede all previous arrangements in respect of its subject matter and embody the entire agreement between the parties and no other terms and conditions whether express or implied form any part of the agreement between the parties.

4. The Client must: -

4.1 Notify the Agent in writing forthwith (and provide details of the position offered including the Salary and proposed commencement date): -

4.1.1 Both when an offer of a position is made by the Client or an Associated Employer to an Applicant introduced by the Agent and when such an offer is accepted; and

4.1.2 Upon the Engagement by the Client or an Associated Employer of an Applicant introduced by the Agent.

4.2.1 Pay to the Agent the Introduction Fee and all other amounts payable to the Agent hereunder plus GST within 14 days of the date of the Agent’s invoice, without deduction, counterclaim or set off.

5. INTRODUCTION

5.1 An Introduction of an Applicant to a Client shall be deemed to have been affected where the Agent has confirmed an interview relating to the Applicant to the Client or an Associated Employer (orally or in writing) or where the Applicant introduces any third party to the Client or an Associated Employer directly or indirectly with a view to Engagement by the Client or an Associated Employer. In any such circumstances an Introduction Fee will be payable by the Client to the Agent in respect of each Engagement by the Client or an Associated Employer made as a result of any such Introduction.

5.2 Whether the Applicant was previously known to the Client or not, an Applicant shall be taken to have been introduced to the Client exclusively by the Agent, the Engagement of the Applicant shall be deemed to have been solely as a result of that Introduction, and the Introduction Fee will be payable by the Client to the Agent unless prior to the Introduction the Client notifies the Agent that it was already in contact with the Applicant and is able to substantiate such notice to the Agent’s reasonable satisfaction.

5.3 The benefit of an Introduction made by the Agent shall not be capable of assignment by a Client and, if a Client passes the benefit of an Introduction to any other party the Client will pay an Introduction Fee if an Engagement with such third party results, in all respects as though the Applicant had been engaged by the Client on the same terms as the Applicant had been engaged by the third party.

6. Should the Applicant’s Engagement with the Client or an Associated Employer terminate within the first 12 weeks of employment (except as a result of the Applicant being made redundant by the Client or an Associated Employer), then Galileo Search will provide a replacement candidate for the vacated position free of charge.

(a) Termination of Engagement within 12 weeks of commencement: Free Replacement

A free replacement will only given if the Client has notified the Agent in writing within seven (7) days of the termination of the Engagement and, except in the case of clause 6(a), has paid the Introduction Fee within 14 days of invoice.

7. An Introduction which leads to the Engagement of an Applicant on a short term contract of less than 12 months in duration does not qualify for a replacement in the Introduction Fee pursuant to clause 6.

8. Should the Client wish the Applicant to undergo a trial period before a permanent Engagement, the services of the Applicant may be provided as a member of the Agent’s temporary workforce, on terms to be agreed. If any Engagement subsequently takes place after the trial period, an Introduction Fee will be payable. However, in this case clause 6 will not apply, as mutual suitability will have been deemed to have been ensured during the period of the temporary assignment.

9. Unless otherwise agreed in writing with the Agent, the Client shall be responsible for:

9.1 obtaining references (including the confirmation of any professional or academic qualification), work permits or security clearances for the Applicant; and

9.2 for any health, fitness or other tests required by the Client.

10. The Agent endeavours to make every reasonable effort to ensure the suitability of Applicants, but the Agent does not personally verify references, work experience, professional qualifications and the like and makes no warranty or representation express or implied, as to the suitability of any Applicant. The Client must rely upon and is advised to make its own enquiries and generally satisfy itself as to the suitability of an Applicant. The Agent will not be liable for any untrue or misleading statement by an Applicant or for the accuracy or completeness of information provided by or on behalf of the Applicant or a third party.

11. Without prejudice to its other rights and remedies, interest will be payable by the Client on all amounts due to the Agent at the rate of 4.3% per annum above the rate of interest charged by the Agent’s bankers on overdraft facilities in excess of $100,000.00 from the date payment became due until the Agent receives payment in full.

12. Neither party shall be liable to the other for any delay in or failure to perform its obligations as a result of any cause beyond its reasonable control, including but not limited to any dispute, fire, flood, civil disturbance or war or Act of God.

13. The Client agrees to hold an Applicant’s CV in the strictest confidence to be used only for its information and on the basis that the contents are not to be disclosed in any way to any other person without the written consent of the Agent. The Client shall not approach the Applicant’s current employer until the Client has made an acceptable written offer of Engagement to the Applicant and such offer has been accepted, unless otherwise agreed in writing by the Agent.

14. The parties agree to treat as secret all confidential information (other than information which is or becomes generally available) that becomes known to the other in the course of the performance of these terms and conditions. The Agent abides by the National Privacy Principles contained in the Privacy Act 1988 (Cth). The Agent may collect information about the Client to assist it in performing and promoting placement services. The Agent will not disclose information about the Client to any person except in the course of providing the services under this agreement or in the ordinary administration of its business.

15. Save for any liability that cannot by law be excluded, the Agent shall not be liable for any loss, liability, damage, costs, claims or expenses suffered or incurred by the Client arising from or connected with the services provided by the Agent or the recruitment or Engagement of the Applicant, howsoever arising.

16. The only conditions and warranties binding on the Agent are those contained herein or those imposed and required to be binding by statute (including the Trade Practices Act 1974). Except as otherwise provided by these terms and conditions, all other warranties and conditions implied by law, are excluded to the maximum extent permitted.

17. If any condition or warranty is implied into this agreement under the Trade Practices Act 1974 (Cth) or any equivalent State or Territory legislation and cannot be excluded, the liability of the Agent for breach of the condition or warranty is limited to one or more of the following, at the election of the Agent: a) the supply of the relevant services again; or b) the payment of the cost of having the relevant services supplied again.

18. Without limiting the generality of clause 15, the aggregate liability of the Agent under or relating to these terms and conditions, for any cause whatsoever, is limited to an amount equal to the Introduction Fee paid by the Client up to the date of the act or omission giving rise to the relevant liability. In no event, whether as a result of breach of contract, indemnity, warranty, tort including negligence, strict liability or otherwise will the Agent have any liability for, special, incidental, consequential, punitive, special or indirect damages, or losses whatsoever in conjunction with the Engagement or otherwise.

19. The Client hereby undertakes to indemnify the Agent in respect of any and all liability of the Agent for: a) any loss, injury, expense or delay suffered or incurred by an Applicant, howsoever caused; and b) any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of an Applicant, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; PROVIDED THAT this indemnity is given only in respect of any such loss, injury, damage, expense or delay caused during or arising directly or indirectly out of or in any way connected with an Engagement.

20. The Client acknowledges that the limitations and exclusion of the obligations and liabilities of the Agent set out herein are reasonable and reflected in the fees payable to the Agent hereunder and shall accept risk and/or insure accordingly.

21. Unless GST is expressly included, the consideration expressed to be payable under any other clause of these terms and conditions for any supply made under or in connection with these terms and conditions does not include GST. To the extent that any supply made under or in connection with these terms and conditions is a taxable supply, the GST exclusive consideration otherwise payable for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed and is payable at the same time.

22. If a dispute arises between the parties in connection with these terms of business, the parties undertake in good faith to use all reasonable endeavours to settle the dispute without legal action.

23. These terms and conditions and all matters arising out of or relating to it (including its enforceability) are governed by the laws applicable in the State of New South Wales, Australia. Each party submits to the jurisdiction of the Courts of New South Wales, Australia.

24. In the interpretation of this Agreement:

(a) The singular includes the plural and vice versa;

(b) A reference to one gender includes a reference to all other genders;

(c) Headings to clauses are included for the sake of convenience only and will not affect the interpretation of the clauses to which they relate;

(d) References to any statute or statutory provision include that statute or statutory provision as amended, extended, consolidated or replaced by subsequent legislation and any orders, regulations, instruments or other subordinate legislation made under the relevant statute;

(e) the word person means and includes a natural person, a company, a firm or any other legal entity whether acting as a trustee or not; and

(f) a reference to a party to a document includes that party’s legal personal representatives, successors and permitted assigns;

Signed for and on Signed for and on
behalf of………….. behalf of Galileo Search

By:……………………………………… By:……………………………………………

Name:………………………………….. Name:…………………………………………

Title:…………………………………… Title:……………………….…………………

Date:…………………………………… Date:…………………………………………