Simple Terms.
Aligned Incentives.

1. Engagement

These Terms of Business ("Terms") are between Pointer Pty Limited, ACN 641653312 and yourself, when you accept our services as our client ("you/your").

These Terms will apply to candidates presented by us to you ("candidate(s)").

You will be regarded as having agreed to these Terms if you:

1. sign these Terms; or
2. give us written or verbal instructions to supply candidate(s); or
3. interview a candidate we introduced to you; or
4. employ or otherwise engage a candidate we introduced to you; or
5. refer a candidate we introduced to you to a third party who then employs or otherwise engages that candidate; or
6. agree to accept training services for your existing employees.

These Terms must be read in conjunction with an addendum letter (if provided by us) and/or our written confirmation that outlines the details of our engagement, type of assignment you have requested and other relevant information pertaining to that particular engagement ("Engagement Letter").

We provide recruitment and training services relating to the employment and training of staff (Permanent Recruitment).

2. Permanent Recruitment

2.1 Notification

You agree to notify us immediately in writing if a candidate introduced by us accepts your offer of permanent employment.

2.2 Your Employee

Any candidate employed by you in accordance with these Terms is your employee and you are responsible under any statute, regulation, by-law, ordinance or other determination of any government agency with the force of law in Australia for:

1. All of the entitlements of the candidate, including but not limited to payment of salary, annual leave, personal/carer's leave, and long service leave (Employee Entitlements); and
2. All of the obligations of an employer, including but not limited to obligations contained under the Fair Work Act 2009 (Cth) or relevant state Industrial legislation (Employer Obligations), in relation to that candidate.

2.3 Recruitment Fees and Payment

(a) You must pay us fees relating to Permanent Recruitment (Perm Fee) in accordance with these Terms, unless otherwise specified in a relevant Engagement Letter. The Perm Fee payable is calculated based on an agreed percentage of the candidate's annual commencing salary package. Annual commencing salary will be taken to include cash salary, superannuation, allowances, guaranteed bonuses, and non-cash benefits, which form an integral part of the remuneration package. The provision of a motor vehicle will be valued at the cashed-out equivalent of the vehicle.

Perm Fee(s) will be calculated as follows:

1.5% per month for 12 months (18%)

These fees cease at the end of the 12 months, or at the end of the month that employment is terminated by either you or the candidate.

(b) You acknowledge that you must pay us the Perm Fee when an offer of employment is made to and accepted by a candidate. Our invoice for the Perm Fee will be issued to you upon both parties signing the Employment Contract and is payable within fourteen (14) days of the start date of the candidate.

(c) Part-time Permanent Recruitment placements will not be prorated and will be charged at the same rate as full-time Permanent Recruitment placements.

2.4 Contractor Engagement of Introduced Candidates

(a) If you engage a candidate introduced by us on a contract or independent contractor basis (rather than as a permanent employee), a fee of eighteen percent (18%) of the first year's contract value will be payable by you.

(b) For the purposes of this clause, "first year's contract value" means the total fees, charges, or payments payable to or in respect of the candidate under the contract during the first twelve (12) months of the engagement, inclusive of any agency margins, superannuation, or allowances.

(c) This fee is payable within fourteen (14) days of the candidate commencing the contract engagement.

(d) This clause applies whether the contract engagement occurs directly with you or through any related entity, intermediary, or third-party arrangement.

3. Training Services

Training services are included in our recruitment fees above, however when engaged to deliver training but not recruitment the below terms apply.

3.1 Training Fee

The client agrees to pay a training fee equivalent to an agreed percentage of the base salary of the team members engaged in training, per month. This fee covers the delivery of ongoing training services to support the candidate's development and performance.

3.2 Training Term

The minimum contract term for training services is three (3) months, commencing from the date of the first training session delivered. After the initial term, the training contract will continue on a month-to-month basis unless terminated with thirty (30) days' written notice by either party.

3.3 Training Delivery

Training will be delivered in various formats, including but not limited to virtual workshops, and self-paced learning modules. The content and format of training sessions will be determined by Pointer Pty Limited based on the candidate's role, experience, and identified development needs.

3.4 Training Termination

Either party may terminate the training agreement with a thirty (30) days' written notice following the completion of the minimum three-month term. If terminated, the training fee for the remaining period will be calculated on a prorated basis and is due upon termination.

4. Replacement Guarantee

(a) Our Replacement Guarantee period for Permanent Recruitment is 12 weeks from the candidate's start date.

(b) The Replacement Guarantee means that we will use our reasonable commercial endeavours to find a replacement candidate for the position and it will only apply if:

1. You have paid our fees in accordance with these Terms; and
2. Your request to replace the candidate is given to us within one (1) week of the candidate's termination; and
3. Your request to replace the candidate is given to us exclusively and in the case of Permanent Recruitment for not less than one (1) month following your request; and
4. The original job specification is unchanged; and
5. Either you or the candidate terminates their employment.

(c) The Replacement Guarantee will not apply:

1. If termination is the result of a change in the job specification, your structure, operations or workplace conditions; or
2. To replacement candidates placed in employment with you in accordance with this Replacement Guarantee.

(d) If the remuneration package of the replacement candidate differs from the original candidate, the amount invoiced will be adjusted accordingly.

(e) You may not transfer the Replacement Guarantee to any other placement or service provided by us.

(f) The Replacement Guarantee will not apply where a candidate has been engaged on a contract basis in accordance with clause 2.4.

(g) Fees will be paused from the time Pointer is instructed to find a replacement until the replacement is employed.

(h) In the event of a claim being made against the guarantee, fees will be paused until the replacement has successfully been hired.

(i) Amounts already paid will be credited towards the new hire.

5. General Provisions

5.1 No Warranties and Indemnities

(a) Although we will conduct interviews and submit details of candidates we believe are appropriate to the job specification you provide, we make no warranty as to the suitability of any candidate to a particular position. You are responsible for ensuring the candidate is suitable to the position to which they are appointed.

(b) Notwithstanding any other provision of these Terms, we are not liable for any loss suffered by you arising from the introduction of any candidate, any delays in the recruitment process, any errors, omissions or inaccuracies in the information provided to us by third parties, including (but not limited to) information as to a candidate's qualifications and experience and information contained in a candidate's reference, the failure of a candidate to accept an offer of employment, the failure of a candidate to perform their obligations under your employment or control, or any actions or omissions of a candidate. We shall have no liability (whether for breach of contract, under indemnity, negligence, common law, tort, equity, under statute or in restitution, or on any other legal or equitable basis) to you for loss of use, profit, revenue, business, data, contract or anticipated benefit or saving, or for any delay, financing costs or increase in operating costs or for any special, indirect or consequential loss. Otherwise, our maximum aggregate liability (whether for breach of contract, under indemnity, negligence, common law, tort, equity, under statute or in restitution, or on any other legal or equitable basis) to you is limited to the fees paid to us by you.

5.2 Candidate Ownership

(a) If you choose to interview a candidate presented by us to you or on-refer such candidate to a third-party then you acknowledge that the candidate has been introduced by us subject to these Terms, and that any previous interactions, communications or employment relationships have no bearing on our introduction or the fees payable according to these Terms.

(b) If you interview a candidate and then within the following twelve (12) months:

1. Employ that candidate in permanent work, then the terms relating to Permanent Recruitment as indicated at Clause 2 will apply. These include (but are not limited to) the fees payable for Permanent Recruitment services.
2. Engage that candidate on a contract or independent contractor basis, then the terms relating to Contractor Engagement as indicated at Clause 2.4 will apply. These include (but are not limited to) the fee of 18% of the first year's contract value.

(c) A fee (at our standard rates current at the time) will also be payable by you if you refer a candidate introduced by us to another party who subsequently employs or otherwise engages that candidate.

(d) Our entitlement to a fee will continue for a period of twelve (12) months from the date we introduced the candidate to you, or the date the candidate completed an assignment with you, whichever is the later.

(e) This clause 5.2 applies when a candidate introduced by us to you introduces another candidate ("Referred Candidate") to you and that introduction results in permanent employment or contractual engagement of the Referred Candidate. For the avoidance of doubt, you must pay in full the appropriate fee in accordance with these Terms in relation to each such engagement of any Referred Candidate.

5.3 Confidentiality & Privacy

(a) Introductions made by us are confidential, and you may not disclose to any other party any information relating to the introduction, the candidate or their subsequent employment without our express written consent.

(b) You agree to comply with the provisions of the Privacy Act (Cth) 1988 regarding the use of personal information and will not use personal information except for the purpose of considering a candidate for an assignment.

5.4 Goods & Services Tax

Unless otherwise noted, all fees (including advertising and expenses) quoted by us and payable under these Terms are exclusive of GST, which we will add to our invoice at the prevailing rate, for both Australian and global hires and invoices. For invoices sent internationally, we will include GST in the candidate fee.

5.5 Variation

This Agreement may only be amended or supplemented in writing, signed by the Parties.

5.6 Severability

Any provision in these Terms are invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction.

5.7 Governing Law

These Terms are governed by the laws of the State of Victoria. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Victoria.