Terms & Conditions for Permanent and Fixed Term Placements

Parties

WEARECHANGE PTY LTD (ABN: 49 649 325 173) (Change Recruitment)

Recital

These terms and conditions are an agreement between Change Recruitment and the Client for the recruitment services and introduction of personnel to be employed or engaged on a permanent or fixed or limited term basis by the Client.

1. Definitions

Throughout this document, the following definitions apply:

• "Agreement" means this document.
• "Associated Entity" has the meaning given to that term in sections 9 and 50AAA of the Corporations Act 2001 (Cth).
• "Candidate" means any person Introduced to the Client by, or through, Change Recruitment or its representatives.
• "Engagement" means the employment or engagement of a Candidate by the Client (or any third party that the Client passed on or disclosed the Candidate's details to, including any Associated Entity of the Client), as an employee or as an independent contractor, whether directly or indirectly.
• "Fixed IAGR" means, in relation to Candidate that is Engaged for a term of less than 12 months, the IAGR the Candidate would have received if the Candidate had been Engaged for a full first year in a permanent position.
• "GST" means goods and services tax as imposed under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other law dealing with the imposition or administration of a goods and services tax in Australia.
• "IAGR" means a Candidate's first year's annual gross remuneration for an Engagement, which includes gross annual salary, annual superannuation amount, and any other guaranteed commissions, bonuses, earnings, remuneration or allowances, including vehicle allowances. IAGR excludes any non-guaranteed earnings, such as discretionary bonuses, stock options, or other discretionary incentives.
• "Introduction" means:
  1. the provision by Change Recruitment to the Client of any information relating to the Candidate, including a resume or curriculum vitae, the Candidate's name, academic record, contact details, employment history, and any written information about the Candidate; and/or
  2. arranging for the Client or its representative(s) to interview or meet the Candidate, including remotely.
• "Placement Fee" means the fee the Client is required to pay Change Recruitment for an Engagement of a Candidate pursuant to clauses 4, 5 and 6.

In this Agreement, unless the context requires otherwise:

• headings are for reference purposes only;
• the singular includes the plural and vice versa;
• a reference to a person includes a natural person, partnership, firm, body corporate, trust, joint venture, association, governmental or local authority or agency or other entity and includes any other entity recognised by law and vice versa;
• a reference to a group of things or persons is a reference to any one or more of them;
• where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
• references to dollars or $ will be construed as references to Australian currency; and
• the use of the word "includes" or "including" is not to be taken as limiting the meaning of the words preceding it.

2. Introductions and Representations

This Agreement governs the basis upon which Change Recruitment provides the Client with recruitment services.

The Client accepts and agrees to be bound by the terms and conditions in this Agreement, including paying Change Recruitment in accordance with its terms by:

• signing and returning this Agreement or otherwise accepting this Agreement (either verbally or in writing);
• providing Change Recruitment with instructions (either verbally or in writing);
• receiving Introductions;
• conducting interviews with Candidates; or,
• corresponding or communicating with Change Recruitment in a manner that requests Change Recruitment commence work.

Change Recruitment shall endeavor to ensure the suitability of Candidates by a variety of means, including, but not limited to, obtaining verification of the Candidate's identity, experience, training, qualifications and authorisation to work.

On request by the Client following an interview between a Candidate and the Client, Change Recruitment will obtain references from past employers of the Client's preferred Candidate.

3. Third Parties

The details of a Candidate provided by or in relation to an Introduction are confidential.

If the Client discloses a Candidate's details or introduces a Candidate to a third party (including any Associated Entity of the Client) and the Candidate is employed or engaged by the third party, whether directly or indirectly, the Client must pay Change Recruitment a Placement Fee as if the Client had employed or engaged the Candidate.

4. Placement Fees

Change Recruitment shall be entitled to a Placement Fee for any Engagement of a Candidate within six months of the Introduction of the Candidate. The Placement Fee will be payable by the Client to Change Recruitment in accordance with the terms of this Agreement.

GST will be paid to Change Recruitment by the Client in addition to the Placement Fee.

The Placement Fee is payable by the Client to Change Recruitment whether or not the Engagement is for the position for which the Candidate was originally Introduced to the Client.

Upon an Engagement of a Candidate, the Client must:

• immediately notify Change Recruitment in writing of the Engagement;
• provide Change Recruitment with complete details of the Engagement, including the commencement date, term of the Engagement (if applicable) and the remuneration of the Candidate, including details to properly account for the IAGR, Fixed IAGR and Placement Fee; and
• provide Change Recruitment with the agreement, contract and any other document that includes the terms of the Engagement.

5. Permanent Engagements

If a Candidate is Engaged or accepts an offer to be Engaged:

• for a term of 12 months or greater in duration; or
• in a permanent position,

the Client must pay Change Recruitment a Placement Fee calculated by multiplying the Candidate's IAGR by the percentage rate in column 2 of Table 1 below for the corresponding amount of the IAGR in column 1 of Table 1 below.

6. Fixed Term Engagements

If a Candidate is Engaged, or accepts an offer to be Engaged, for a term of between six months and 12 months, the Client must pay Change Recruitment a Placement Fee calculated by:

• multiplying the Candidate's Fixed IAGR by the percentage rate in column 2 of Table 2 below for the corresponding amount of the Fixed IAGR in column 1 of Table 2 below (Annual Fee);
• dividing the term of the Engagement by 12 months, 52 weeks or 365 days (as applicable) (Yearly Portion); and
• multiplying the Annual Rate by the Yearly Portion, with the Placement Fee being the amount calculated by multiplying the Annual Rate by the Yearly Portion.

7. Continuing Engagements

If a Candidate is originally Engaged, or accepts an offer to be Engaged, for a term of less than 12 months (Term Engagement) and there is any extension to the period the Candidate is Engaged (for any reason) the Client agrees to notify Change Recruitment in writing.

If the Term Engagement is extended (for any reason) and the total length of the Engagement is 12 months or greater, the Client must pay Change Recruitment a Placement Fee calculated by subtracting the amount the Client has already paid to Change Recruitment from the Placement Fee the Client would have been required to pay Change Recruitment had the Candidate been Engaged in a permanent position in accordance with clause 5.1.

If the Term Engagement is extended (for any reason) and the total length of the Engagement is less than 12 months, the Client must pay Change Recruitment a Placement Fee calculated by subtracting the amount the Client has already paid Change Recruitment from the Placement Fee the Client would have been required to pay Change Recruitment had the Candidate been Engaged for the full period of the extended Engagement under clause 6.1.

The maximum Placement Fee the Client must pay Change Recruitment will not exceed the Placement Fee the Client would have been required to pay Change Recruitment had the Candidate been Engaged in a permanent position in accordance with clause 5.1.

8. Guarantee Period

Subject to clause 8.4, if a Candidate's initial Engagement (Original Candidate) ends within 12 weeks of the Engagement commencing, the Client will be eligible for one replacement Candidate (Replacement Candidate) for the same position as the Original Candidate (Replacement Guarantee).

If the Replacement Guarantee applies, Change Recruitment will use reasonable commercial endeavours to seek one Replacement Candidate with no additional fee to the Client, subject to clause 8.3.

If the IAGR for the Replacement Candidate is greater than the IAGR for the Original Candidate, the Client must pay Change Recruitment an additional Placement Fee calculated by subtracting the amount paid by the Client for the Original Candidate from the Placement Fee that would be payable by the Client for the Replacement Candidate in accordance with clause 5.1.

The Replacement Guarantee is only available if:

• the Original Candidate's Engagement ends within 12 weeks of the Engagement commencing;
• Change Recruitment is notified by the Client in writing within seven days of the Original Candidate's Engagement ending;
• the Placement Fee for the Original Candidate's Engagement has been received in full by Change Recruitment; and
• the Original Candidate's Engagement was for a permanent position or for a term of twelve months or greater in duration.

The Replacement Guarantee is not available if:

• the Original Candidate's Engagement ended due to restructuring of the Original Candidate's position, redundancy of the Original Candidate's role, redeployment of the Original Candidate or breach by the Client of the contract between the Client and the Original Candidate; or
• the Engagement that ended was with a Replacement Candidate.

In the event a Replacement Candidate cannot be found by Change Recruitment within a period of thirteen (13) weeks from the date Change Recruitment is notified of the Original Candidate' Engagement ending, a credit note for the full amount of the Placement Fee paid by the Client for the Original Candidate will be issued by Change Recruitment to the Client and will remain valid for a limited period of 12 months from the date of issue.

For the avoidance of doubt, nothing in this clause 8 obliges Change Recruitment to refund any fees, including any Placement Fee, paid by the Client.

9. Payment Terms

Change Recruitment will issue a tax invoice, which will specify GST, to the Client at such times as Change Recruitment sees fit, which may include once a Candidate commences an Engagement and, if applicable, where there is an extension of the term of an Engagement.

Invoices must be paid in full within 14 days of the invoice being issued by Change Recruitment.

If an invoice is not paid within 14 days of the due date set out in the invoice, Change Recruitment may charge the Client interest on the amount in the invoice.

The Client agrees to pay all costs and expenses, including any legal costs and expenses, incurred by Change Recruitment in connection with the recovery of any overdue amounts and interest from the Client.

10. Responsibility

The Client accepts that the final recruitment decision of a Candidate rests with the Client and it is the Client's sole responsibility to be satisfied, prior to the Engagement commencing, that the Candidate meets all necessary criteria of the Client and is suitable for the role in the Client's organisation and for the Engagement.

Change Recruitment will not be liable for any loss, expense, damage, delay or indirect loss, or any other loss or cost, irrespective of how it is caused, which the Client may incur, or become liable for, as a result of:

• any Introduction;
• any errors, omissions or inaccuracies in the information provided to Change Recruitment by third parties;
• any delays in the recruitment process;
• any Engagement; or,
• any acts, errors, omissions or negligence of any Candidate.

11. Miscellaneous

This Agreement is governed by the laws of New South Wales.

If a provision of this Agreement is invalid or unenforceable in a jurisdiction: it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and, that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

This Agreement constitutes the entire agreement between the parties as to its subject matter, and supersedes all prior agreements, representations, negotiations and correspondence.

Any clause in this Agreement which is expressed to or, by its nature, survives the expiry or termination of this Agreement, will survive such expiry or termination and be enforceable at any time at law or in equity, including this clause and clauses 4, 5, 6, 7, 9 and 10.