Recruitment Consult - Terms and Conditions
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Parties
The client set out in the Schedule below (Client) and the Virtual Recruiter set out in the Schedule below (VR)
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Background
The Client engages the Virtual Recruiter to provide the Services upon the terms and conditions set out in this Agreement.
The Virtual Recruiter accepts the engagement for the Services upon the terms set out in this Agreement.
Schedule
Virtual Recruiter (we, us or our) -
Career Pursuit (ABN 73 329 117 538) of Perth WA
Ash Battye
info@careerpursuit.com.au
Client (you or your) -
The Client
Services
Inclusions:
This consult includes only the consult itself, and any extras outlined in the booking information.
Exclusions:
This consult does not include any done for you services, or documents, unless outlined in the booking information.
Price
For the services as outlined in the booking form, the price is as stated at booking.
The Price is subject to adjustment in accordance with this Agreement.
Payment Terms
All invoices for the Price (whether one off or ongoing) must be paid upon booking of the consult through the booking platform.
Governing Law
Western Australia
Agreement Dates
Start Date: upon purchase of the consult
End Date: When terminated in accordance with the terms of this Agreement.
TERMS OF AGREEMENT
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DEFINITIONS
In this Agreement, unless the context otherwise requires, capitalised terms have the meaning given to them in this Agreement, and:
Confidential Information includes information which:
is disclosed to you in connection with this Agreement at any time;
is prepared or produced under or in connection with this Agreement at any time;
relates to our business, assets or affairs; or
relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and regardless of how you receive that information.
GST means:
the same as in GST Law;
any other goods and services tax, or any tax applying to this agreement in a similar way; and
any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.
GST Law means the same as “GST law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event means the occurrence of any event of insolvency including a winding up application being made and not withdrawn within 21 days, a failure to comply with a statutory demand, the appointment of a provisional liquidator or administrator, the entering into of an arrangement with creditors, a voluntary winding up other than for the purpose of a bona fide corporate reconstruction, any inability to pay debts as and when they fall due, any admission of insolvency, any court order relating to any of the above or anything which occurs under the law of any jurisdiction which has a similar effect to any of the above.
Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.
Parties means the parties to these Terms.
Personnel means a Party’s employees, consultants, suppliers, subcontractors or agents.
COMMENCEMENT
This Agreement starts on the date set out in the Schedule and applies from that date (Start Date) until it is terminated in accordance with this Agreement.
Subject to the terms of this Agreement, we will start providing the Services within a reasonable time after the Start Date.
OUR OBLIGATIONS
In consideration of you paying us the Price, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.
We will perform our Services to the best of our knowledge and abilities in a professional, efficient and safe manner.
We will endeavour to respond to your emails or other communications within a reasonable time period upon receipt.
We will ensure we have sufficient resources to perform our obligations under this Agreement.
If we have agreed on a time in this Agreement within which the Services are to be provided, you acknowledge and agree that this is an estimate only and creates no obligation on us to provide the Services by that time.
We will take out and maintain appropriate and adequate insurance policies, including workers compensation, public liability insurance and professional liability insurance.
As part of our Services, we may provide 1:1 strategy or planning sessions with the Virtual Recruiter (Session). This will be provided online through a video conferencing software or other digital software of our choosing or in person at a pre-agreed location. Any Sessions held are subject to our discretion and Clause 7.
You may request a change to the Services by providing written notice to us (Variation Request). We have no obligation to comply with the Variation Request until:
we have confirmed the Variation Request is acceptable in writing, including any required variation to the Price to perform the Variation Request (Price Variation);
the Price has been adjusted to reflect the Price Variation; and
you have paid us the adjusted Price in accordance with the Payment Terms.
If there is a problem with the Services which is caused by a breach of this Agreement by us (Omission), and you have notified us of the Omission within 24 hours after completion of the Services, then, to the maximum extent permitted by law, our Liability arising from, or in connection with, the Omission will be limited to (in our absolute discretion):
remedying the Omission; or
refunding you that portion of the Price paid by you with respect to the Omission.
YOUR OBLIGATIONS
You must comply with this Agreement and all of our reasonable requests or requirements.
You must obtain, and provide to us, all things reasonably necessary to enable us to provide the Services, including all information in your possession or control that we reasonably require to supply the Services.
You must provide us with sufficient time to carry out our Services and meet deadlines.
You must use best endeavours to respond to our queries within 24 hours of receiving them.
You must allow us access to your information technology systems (IT System) in accordance with Clause 6.
You must pay us the Price, all disbursements (including travel and accommodation costs and third party costs incurred by us in the provision of the Services), and any other amounts payable to us under this Agreement in accordance with the Payment Terms.
If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion):
immediately pause or cease providing the Services; and/ or
charge you interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly.
PAYMENT OF GST
Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended.
In addition to paying the Charges and any other amount payable or in connection with this agreement (which is exclusive of GST), you will:
pay to us an amount equal to any GST payable from any supply of Services by us in respect of which the Charges or any other amount is payable under this agreement; and
make such payment either on the date when the Charges are due or within three (3) days after you are issued with a tax invoice, whichever is the later.
ACCESS TO IT SYSTEMS AND PASSWORDS
Without limiting the generality of this clause, you must provide us with access to and use of your IT Systems and relevant passwords to access the IT Systems (Passwords) to enable us to provide the Services, if required.
You must provide us with access to IT Systems and Passwords during normal working hours or extended hours as agreed between us.
If we are granted access and use of your IT Systems and Passwords, we will ensure that we:
only access the part of the IT Systems which we are authorised to access;
only do so to perform our obligations under this Agreement;
do not use the IT Systems for unlawful activity;
do not knowingly or recklessly transmit any computer virus to the IT Systems or remove any antivirus or other software;
comply with any computer and internet use policies you have provided to us; and
to return and/ or destroy Passwords at the termination of this Agreement.
1:1 SESSIONS
You must be prepared for each Session and, if applicable, use best endeavours to take action between Sessions, implement any action plans and be responsible for your results.
You must attend Sessions on time, with minimal distractions, be open to ideas and ask questions.
You must provide at least 24 hours’ notice to reschedule our Services for a Session. If you provide less than 24 hours’ notice, you will forfeit that Session and we reserve the right to charge you the full cost.
Notwithstanding any other clause in this Agreement, neither party shall be liable for any delay or failure to attend a Session if such delay or failure is caused by circumstances beyond that party’s reasonable control, determined at our sole discretion.
INTELLECTUAL PROPERTY
We own all intellectual property rights (including copyright) developed, adapted, modified or created by us or our Personnel that is not developed, created or generated specifically for you.
You warrant that all materials provided to us for the purposes of providing our Services are free of any intellectual property infringements and indemnify us in this regard for any liability that may arise.
On the Start Date, you grant us a perpetual, royalty-free, world-wide, unconditional, transferable and irrevocable licence to use, develop, adapt and modify (Use) all intellectual property rights (including copyright) in any materials that you provide to us in connection with this Agreement, and you will ensure that any such Use does not infringe any intellectual property rights of any person. This includes the use of any material provided to us as part of our Services used for our own marketing and portfolio purposes.
If you or any of your Personnel has any moral rights (as defined in the Copyright Act 1968 (Cth)) (Moral Rights) in any materials provided, used or prepared in connection with this Agreement, you (and you will ensure that your Personnel) consent to the infringement of those Moral Rights by us or our Personnel.
LIMITATIONS
Despite anything to the contrary, to the maximum extent permitted by law:
you warrant that you have not relied upon any warranty, representation, statement, offer or documentation made or provided by or on behalf of us, whether before or after the Start Date;
you agree that this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement;
our maximum aggregate Liability arising from or in connection with this Agreement will be limited to, and will not exceed, the portion of the Price paid by you to us for the Services the subject of the relevant claim;
we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with any:
event or circumstance beyond our reasonable control;
acts or omissions of you or your Personnel;
defect, error, omission or lack of suitability or benefit (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services; and/or
loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data; and
you will indemnify us for and against all Liability arising from or in connection with any wrongful act or omission by you or your Personnel.
IMPLIED TERMS AND CONSUMER GUARANTEES
Subject to the below, any condition or warranty which would otherwise be implied in this Agreement is excluded.
Our Liability for breach of a guarantee conferred by the Australian Consumer Law (other than those conferred by sections 51 to 53 of the Australian Consumer Law) is limited:
in the case of services, to any one of the following as determined by us:
the supplying of the services again; or
the payment of the cost of having the services supplied again.
DISCLAIMER
You agree to proceed with our Services on the following basis:
our services may rely on the use and performance of third party platforms or systems, such as Kajabi (Third Party Platforms). We are not responsible for and have no control over the operation of the Third Party Platform and you release us from all liability in the event of any loss or damage due to any technical issues or errors with the Third Party Platform or if the security of the Third Party Platform becomes compromised (including through virus, malware or hackers);
from time to time we may recommend affiliate software or tools to you that we may receive a commission or any other form of compensation for (Affiliate Software). Where we have recommended Affiliate Software we will disclose this and any relationship between us and the owners of the Affiliate Software. To the maximum extent permitted by law, we are not responsible for nay loss, damage, expense or liability suffered by you resulting from your purchase of any Affiliate Software;
if we are providing you with business management and strategy services, we will do our best to provide you with clear action steps and implementation plans as suited to your needs, however your results will depend on your commitment and energy you put into taking any action required. We do not guarantee that your business will be successfully launched or better managed as a result of our Services; and
we do not provide business consulting, legal or accounting advice. If you have a business advisory, legal or financial issue, you should seek advice from the relevant professional.
SUBCONTRACTING
We may subcontract any part or all of the performance of the Services to a third party at any time and you consent to the subcontracting of part or all of the Services at our discretion.
CONFIDENTIALITY
Each party:
may use Confidential Information of the other party solely for the purposes of this Agreement;
except as permitted under this clause, must keep confidential all Confidential Information of the other party; and
may only disclose Confidential Information of the other party only to persons who are aware and agree that the Confidential Information of the other party must be kept confidential, who have a need to know (and only to the extent that each has a need to know), or have been specifically approved by the other party or as required by law or stock exchange regulation.
TERMINATION
This Agreement terminates if:
we have finished supplying the Services in accordance with this Agreement;
either party gives at least 14 days’ notice to the other party of a date that they want this Agreement to terminate; or
this Agreement is terminated immediately in accordance with Clause 14(b).
A party may terminate this Agreement with immediate effect by giving written notice to the other party if:
the other party breaches a material term of this Agreement that is not capable of remedy;
the other party breaches a material term of this Agreement that is capable of remedy but is not remedied within 7 days after receiving a notice requiring them to do so;
the other party enters into liquidation or insolvency (being a company) or bankruptcy (being an individual); or
an Insolvency Event occurs in relation to the other party.
On termination of this Agreement, each party will:
immediately return to the other party all property, including Confidential Information, belonging to the other party;
not use, disclose, sell or otherwise transfer to any person any Confidential Information that belongs to the other party; and
not use any intellectual property rights (including copyright) belonging to the other party.
Termination of this Agreement will not affect any rights or liabilities which a party has accrued under it.
GENERAL
Disputes: A party may not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement (Dispute) without first meeting with a senior representative of the other party to seek (in good faith) to resolve the Dispute (unless that party is seeking urgent interlocutory relief, or the Dispute relates to compliance with this clause).
Assignment: neither party must assign this Agreement or any right under this Agreement without the other party’s written consent.
Notices: Any notice given under this Agreement must be in writing addressed to the relevant address in the Proposal. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
Relationship of Parties: This Agreement is not intended to create a partnership, employer/employee, joint venture or agency relationship between the parties.
Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
Entire agreement: This Agreement contains the entire understanding and agreement between the parties in respect of its subject matter.
Amendment: This Agreement may only be amended by written instrument executed by all parties.
Survival: Clauses 3(i), 7(d), 8, 9, 10, 11, 13, 14(c), and 15(a) survive termination of this Agreement.
Governing law: This Agreement is governed by the laws of the State or Territory of Australia set out in the Schedule as the Governing Law.
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EXECUTION
The terms and conditions as outlined above are considered accepted upon booking the consult through the booking platform.