Parties and application

These Standard Recruitment Terms form part of each Recruitment Service Agreement entered into between Sales Channel Solutions, ABN 16 642 351 006, of Berkeley Vale, New South Wales 2261 (Sales Channel Solutions) and the Client identified in the Commercial Schedule.

The Recruitment Service Agreement consists of the Commercial Schedule, any Special Conditions, these Standard Recruitment Terms, the Privacy Collection Notice and the signed execution section.

1. Definitions

Accepted Offer means an offer of employment or engagement accepted by a Candidate, whether acceptance is verbal or written. Where acceptance is verbal, the Client must provide a contemporaneous written confirmation or other reasonable evidence of the acceptance when requested by Sales Channel Solutions.

Agreement means the Recruitment Service Agreement between Sales Channel Solutions and the Client, including the Commercial Schedule, Special Conditions, these Standard Recruitment Terms and signed execution section.

Assignment means one authorised Candidate appointment. Multiple appointments to the same Role are separate Assignments.

Candidate means a person identified, introduced, assessed or presented by Sales Channel Solutions in connection with an Assignment.

Client means the legal entity identified in the Commercial Schedule and, where the context permits, its Related Entities.

Commercial Schedule means the client-specific schedule setting out the Client, Roles, Assignments, fees, deposits, payment terms, advertising and Special Conditions.

Commencement Date means the date a Candidate begins employment or engagement with the Client.

Commencement Deposit means the deposit stated for an Assignment, which is a part-payment of the Placement Fee and is credited against that Placement Fee.

Liability Cap means the amount of the standard Commencement Deposit that was paid, payable or would have been payable for the relevant Assignment, calculated using the standard commencement-deposit percentage stated in the Commercial Schedule before any waiver, reduction, credit or discretionary adjustment, and excluding GST, premium advertising and third-party costs.

Exclusive Assignment means an Assignment identified as exclusive in the Commercial Schedule.

Forecast Role means a prospective or anticipated hiring requirement recorded for workforce planning during an Ongoing Exclusive Recruitment Partnership. A Forecast Role is not an authorised Assignment and does not create a Commencement Deposit or Placement Fee unless and until it is activated through a signed Role Addition or other written Commercial Schedule.

Introduction means the communication of a Candidate’s identity or information to the Client, arranging contact or interview, or otherwise bringing the Candidate to the Client’s attention in connection with recruitment.

Placement Fee means the recruitment fee payable for a successful appointment, calculated under the Commercial Schedule and these terms.

Related Entity means a related body corporate, subsidiary, parent entity, entity under common control, or another entity to which the Client directly or indirectly directs, refers or facilitates a Candidate’s employment or engagement.

Role means the position description to which one or more Assignments relate.

Work Commenced means Sales Channel Solutions has started substantive recruitment activity for an Assignment, including finalising or materially developing the recruitment brief, preparing or publishing advertising, conducting candidate research, commencing direct sourcing, contacting prospective Candidates, reviewing applications or undertaking another substantive recruitment service for that Assignment.

SalesFit means the proprietary sales-talent assessment used by Sales Channel Solutions where considered appropriate.

Base Salary means the fixed gross annual salary payable to a Candidate before employer superannuation, commission, bonuses, allowances, vehicle benefits or other benefits. Unless a fixed Placement Fee is stated, the Placement Fee percentage is applied to Base Salary only.

Total Remuneration Package means the annual base salary plus employer superannuation and all guaranteed cash payments, allowances and benefits forming part of the Accepted Offer, including guaranteed commission or bonuses, sign-on payments, vehicle allowance or an agreed annual vehicle value, and other guaranteed benefits.

2. Appointment and authority

2.1 The Client appoints Sales Channel Solutions to provide recruitment services for each Assignment identified in the Commercial Schedule.

2.2 The person signing the Agreement for the Client warrants that they are authorised to bind the Client.

2.3 Sales Channel Solutions may accept or decline an Assignment and may reasonably require additional information before commencing work.

3. Agreement term and survival

3.1 The Agreement begins on the date it is electronically executed and continues for twelve (12) months unless another term is stated in the Commercial Schedule or it is terminated earlier under these terms.

3.2 The Agreement does not renew automatically. The parties may agree in writing to extend or replace it.

3.3 Expiry or termination does not affect rights or obligations that arose before expiry or termination. Candidate ownership, fees, confidentiality, privacy, dispute resolution, liability provisions and any active replacement guarantee continue according to their terms.

3.4 An Assignment authorised before expiry may continue until it is completed, cancelled or closed. If the Agreement is terminated, active Assignments cease on the effective termination date unless the parties agree in writing to a transition or completion arrangement.

3.5 During the Agreement term, the parties may add further Roles or appointments through a written or electronically executed Role Addition linked to this Agreement. A Role Addition does not alter any previously signed Commercial Schedule or authorised Assignment. Each added appointment is separately dated, separately authorised and attracts its own Placement Fee and any applicable Commencement Deposit.

4. Recruitment process and milestones

4.1 The Client acknowledges that an Assignment will generally progress through the milestones below. The sequence may change where reasonably required by the Role, candidate market or Client instructions.

(a) Engagement and assignment confirmation: the Agreement is executed, the Assignment is authorised and any applicable Commencement Deposit is invoiced.

(b) Recruitment brief and search strategy: the Role, remuneration, employment conditions, preferred candidate profile, reporting structure, location and work arrangements are confirmed and an appropriate search strategy is developed.

(c) Advertising and candidate sourcing: standard advertising, direct outreach, professional-network searches, database searches, referrals and other appropriate sourcing activity may commence.

(d) Candidate screening and assessment: potential Candidates may be assessed through résumé review, telephone or video screening, face-to-face interviews where reasonably practicable, structured interviews and SalesFit where appropriate.

(e) Shortlisting and presentation: Candidates considered reasonably suitable may be presented with relevant experience, assessment information, remuneration expectations and availability.

(f) Client interviews and feedback: Sales Channel Solutions coordinates interviews and the Client provides timely availability, feedback and instructions.

(g) Preferred Candidate and reference checks: up to four professional reference checks may be completed where appropriate and with the Candidate’s consent.

(h) Offer management and acceptance: Sales Channel Solutions may assist with offer communication, negotiation, feedback and acceptance coordination.

(i) Candidate commencement and guarantee: the Client confirms the Commencement Date and the applicable replacement guarantee begins on that date.

(j) Completion or closure: the Assignment is completed on a successful appointment or closed if withdrawn, cancelled, paused, filled internally, filled through another source or otherwise no longer required.

4.2 Any target dates, progress estimates or timeframes are indicative only unless expressly agreed as a Special Condition. Recruitment outcomes depend on candidate availability, remuneration competitiveness, location, market conditions, changes to the brief and the Client’s response times.

4.3 Sales Channel Solutions does not guarantee a particular number of Candidates, a successful appointment or completion within a particular period, but will provide the services with reasonable care and skill.

5. Recruitment services included

Unless otherwise stated in the Commercial Schedule or Special Conditions, the Placement Fee includes:

(a) consultation regarding the recruitment brief, Role requirements, remuneration and preferred Candidate profile;

(b) development of an appropriate sourcing and recruitment strategy;

(c) preparation or refinement of position advertising and standard online advertising selected by Sales Channel Solutions;

(d) direct Candidate sourcing, targeted outreach, professional-network searches and searches of available Candidate databases;

(e) initial screening, telephone or video screening and face-to-face Candidate interviews where reasonably practicable;

(f) structured assessment of Candidate experience, sales capability, suitability and alignment with the Assignment;

(g) SalesFit where Sales Channel Solutions considers it appropriate;

(h) preparation and presentation of shortlisted Candidates;

(i) coordination and scheduling of Client interviews;

(j) Candidate communication throughout the recruitment process;

(k) assistance with offer management, Candidate feedback and commencement coordination;

(l) up to four professional reference checks for the preferred Candidate or Candidates, where appropriate and with consent; and

(m) one replacement search where every condition of the replacement guarantee is satisfied.

6. Optional premium advertising

6.1 Standard online advertising selected by Sales Channel Solutions is included in the Placement Fee.

6.2 The Client may request or approve premium advertising, including featured listings, priority placement, specialist publications, paid social campaigns or other enhanced advertising.

6.3 Sales Channel Solutions will provide the proposed advertising details and additional cost before booking. Premium advertising will only be arranged after written Client approval.

6.4 Approved premium advertising costs are payable in addition to the Placement Fee and GST. They are non-refundable once booked, purchased or published, except where required by law.

6.5 Sales Channel Solutions does not guarantee the audience, response, ranking or performance of a third-party advertising platform.

7. Excluded services and third-party costs

Unless expressly included in the Commercial Schedule or Special Conditions, the Placement Fee does not include:

(a) national police checks, criminal-history checks or security clearances;

(b) Working With Children Checks or other statutory clearances;

(c) medical examinations, functional-capacity assessments, drug or alcohol testing;

(d) external psychometric, behavioural or specialist assessments;

(e) independent verification of qualifications, licences, registrations, memberships, visa status or working rights;

(f) credit or financial-background checks;

(g) immigration, migration, legal, taxation or employment-law advice;

(h) preparation of employment contracts or workplace policies;

(i) premium or specialist advertising not included under clause 5;

(j) Candidate travel, accommodation, relocation or reimbursement expenses;

(k) external assessment centres, testing providers or consultants; or

(l) another third-party product or service not expressly stated as included.

7.2 If the Client asks Sales Channel Solutions to arrange an excluded service, Sales Channel Solutions will obtain approval before incurring the relevant external cost. Approved costs are payable by the Client in addition to the Placement Fee and GST.

8. Client responsibilities

The Client must:

(a) provide accurate and complete information about the business, Role, remuneration, employment conditions, workplace, risks and inherent requirements;

(b) provide timely interview availability, feedback and instructions;

(c) promptly tell Sales Channel Solutions about changes to the Role, location, remuneration, employment type, hours, travel or working arrangements;

(d) make the final decision regarding Candidate suitability and appointment;

(e) satisfy itself that a Candidate has the experience, qualifications, licences, registrations and working rights required;

(f) determine and lawfully undertake any necessary pre-employment checks;

(g) keep Candidate information confidential and limit access to people genuinely involved in the hiring decision;

(h) not contact a Candidate’s current employer or referees without appropriate consent;

(i) ensure recruitment and employment decisions comply with workplace, privacy, discrimination and employment laws; and

(j) prepare lawful employment or engagement documentation and determine applicable awards, classifications, minimum entitlements, superannuation, leave and other employment conditions.

9. Exclusive and non-exclusive Assignments

9.1 The engagement type for each Assignment is stated in the Commercial Schedule.

9.2 For an Exclusive Assignment, the default exclusive search period is twelve (12) months from the Assignment commencement date unless another period is stated in the Commercial Schedule or Special Conditions.

9.3 During an exclusive period, the Client must not appoint another recruitment agency for the same Assignment. The Client may receive direct applications or internal referrals but must promptly notify Sales Channel Solutions and coordinate those applicants through the agreed process.

9.4 If the Client appoints another recruiter during the exclusive period or materially prevents Sales Channel Solutions from performing the Assignment, Sales Channel Solutions may suspend or close the Assignment. Accrued rights, Candidate ownership and any earned Commencement Deposit continue.

9.5 A Non-Exclusive Assignment permits the Client to use other recruitment channels, but these terms continue to apply to Candidates introduced by Sales Channel Solutions.

9A. Ongoing Exclusive Recruitment Partnership

9A.1 The Commercial Schedule may establish an Ongoing Exclusive Recruitment Partnership even where the Client has no current vacancy at the date of execution.

9A.2 The Commercial Schedule may record one or more Forecast Roles, expected appointment numbers, indicative salary ranges, anticipated timing, locations and other workforce-planning information for the twelve-month Agreement term.

9A.3 Forecast Roles are non-binding planning records only. They do not authorise recruitment work, create an Assignment, trigger a Commencement Deposit or Placement Fee, or oblige either party to proceed with that forecast requirement.

9A.4 A Forecast Role becomes an authorised Assignment only when it is activated through a Role Addition or other written Commercial Schedule accepted by the Client. Each authorised appointment is separately date-stamped and attracts its own Placement Fee, any applicable Commencement Deposit, Candidate ownership period and replacement guarantee.

9A.5 The partnership scope, including any covered role categories, legal entities, locations, regions or recruitment types, is stated in the Commercial Schedule. Requirements outside that scope are included only if the parties agree in writing.

9A.6 During the Agreement term, the Client appoints Sales Channel Solutions as its exclusive recruitment agency for sales recruitment requirements within the agreed partnership scope, subject to each actual vacancy being authorised through a Role Addition.

10. Multiple Roles and appointments

10.1 Each authorised appointment is a separate Assignment and attracts a separate Commencement Deposit and Placement Fee.

10.2 This applies whether the Client requests multiple different Roles or more than one appointment to the same Role.

10.3 A shared job title or job description does not combine multiple appointments into one fee.

11. Placement Fees and Commencement Deposits

11.1 The applicable Placement Fee percentage or fixed fee is stated in the Commercial Schedule. Unless varied, the standard rates are 13% for Exclusive Assignments and 15% for Non-Exclusive Assignments.

11.2 The standard Commencement Deposit is 10% of the estimated Placement Fee for each Assignment. The Commercial Schedule may waive the deposit or specify a custom percentage or fixed amount.

11.3 A Commencement Deposit forms part of the total Placement Fee and is credited against the Placement Fee for that Assignment.

11.4 Where the Commercial Schedule states a percentage Placement Fee, the estimated Placement Fee and Commencement Deposit are calculated using the estimated Base Salary only. Employer superannuation, commission, bonuses, allowances, vehicle benefits and other benefits are recorded for recruitment context but are excluded from the percentage fee calculation.

11.5 The final Placement Fee is recalculated using the actual Base Salary contained in the Accepted Offer. A fixed Placement Fee remains the fixed amount stated in the Commercial Schedule.

11.6 For unusual remuneration structures, including part-time, fixed-term, hourly, daily-rate, commission-only or contractor arrangements, the fee-calculation amount or method stated in the Commercial Schedule applies.

11.7 If a Commencement Deposit exceeds the final Placement Fee because the final Base Salary is lower than estimated, the excess will be dealt with as stated in the Commercial Schedule or otherwise credited or refunded as reasonably appropriate and required by law.

12. GST

12.1 All fees, deposits, advertising costs and other amounts are exclusive of GST unless expressly stated otherwise.

12.2 GST will be added where applicable and the Client must pay the GST amount at the same time as the underlying amount.

13. Offer notification and fee trigger

13.1 The Placement Fee is earned when a Candidate accepts an offer of employment or engagement from the Client, whether acceptance is verbal or written and whether or not the Candidate has commenced.

13.2 The Client must notify Sales Channel Solutions within two (2) business days of making, changing, withdrawing or receiving acceptance of an offer.

13.3 The Client must provide the final Role, employing entity, accepted Base Salary, other remuneration components for recruitment context, offer acceptance date, proposed Commencement Date and reasonable written evidence or confirmation of the Accepted Offer where requested.

13.4 A delayed Commencement Date does not delay when the Placement Fee is earned or the due date of the relevant invoice.

13.5 Once an offer has been accepted, the Placement Fee remains earned and payable if the Client subsequently withdraws, rescinds, delays or materially changes the offer, decides not to proceed with the Candidate, or the Candidate fails to commence, subject only to any replacement guarantee expressly provided under clauses 23 and 24 and any right that cannot lawfully be excluded.

13.6 If the Client does not provide the accepted Base Salary or other information reasonably required to calculate the Placement Fee, Sales Channel Solutions may issue an interim invoice using the most recent salary stated by the Client, the advertised salary, the salary stated in the Commercial Schedule or another reasonable estimate based on the available information. The invoice will be adjusted when the correct information is provided.

14. Payment terms

14.1 A Commencement Deposit invoice and any approved premium advertising invoice are payable within fourteen (14) calendar days from the invoice date.

14.2 All other invoices are payable within thirty (30) calendar days from the invoice date unless the Commercial Schedule or Special Conditions state otherwise.

14.3 The Client must pay all undisputed amounts in full without set-off, counterclaim, deduction or withholding, except where expressly required by law. A complaint, dispute, replacement request or potential claim does not suspend or reduce the Client's obligation to pay an undisputed amount.

14.4 To the extent permitted by law, interest accrues on an undisputed overdue amount from the day after its due date until payment at the Reserve Bank of Australia cash rate target plus four percent (4%) per annum, calculated daily.

14.5 If an undisputed amount is overdue, Sales Channel Solutions may give written notice and suspend active recruitment work until payment is made. The Client is responsible for reasonable external debt-recovery and legal costs actually incurred in recovering the overdue amount, to the extent permitted by law.

14.6 Unless otherwise required by law, Sales Channel Solutions may apply a payment first to reasonable recovery costs, then to accrued interest and then to the oldest outstanding invoice.

14.7 Payment status and accounting records are maintained outside the recruitment agreement system. Any reference to payment compliance for a guarantee decision is determined from Sales Channel Solutions' accounting records.

15. Candidate introductions and ownership

15.1 A Candidate introduced by Sales Channel Solutions remains a Sales Channel Solutions Candidate for twelve (12) months from the first substantive Introduction for the relevant recruitment process unless another period is stated in the Commercial Schedule.

15.1A Routine follow-up, resending a Candidate profile, arranging a further interview or continuing an existing recruitment process does not restart the ownership period. A new ownership period begins only where Sales Channel Solutions makes a genuine new Introduction after a material period of inactivity or in connection with a new or materially different Assignment involving substantive new recruitment work.

15.2 The Placement Fee applies if, during that period, the Candidate is employed or engaged by the Client or a Related Entity, directly or indirectly, in the original Role or another Role, including permanent, part-time, casual, fixed-term, temporary, contractor or consultancy engagement.

15.3 The Placement Fee also applies if the Candidate is later reintroduced by another recruiter or approaches the Client directly after the Sales Channel Solutions Introduction.

15.4 The Client must not avoid a Placement Fee by changing the Candidate’s title, engagement method, employing entity or contractual structure.

16. Prior knowledge of a Candidate

16.1 If the Client believes a Candidate was already actively known to it, the Client must notify Sales Channel Solutions within five (5) business days of the Introduction and provide reasonable evidence of an existing active recruitment process.

16.2 Reasonable evidence may include recent direct correspondence, a current application, an interview already arranged or other substantive recruitment activity.

16.3 An old résumé, passive database record, social-media connection or historical contact without current recruitment activity does not by itself establish prior active knowledge.

16.4 Sales Channel Solutions and the Client will consider the evidence in good faith and record any agreed ownership outcome in writing.

17. Cancellation, pause and closure

17.1 The Client may ask to pause or cancel an Assignment by written notice.

17.2 Once Work Commenced for an Assignment, the Commencement Deposit is earned and non-refundable except where required by law.

17.3 A Commencement Deposit is not automatically transferable to another Assignment. Sales Channel Solutions may agree in writing to transfer some or all of it where the replacement Assignment is materially similar and the transfer is commercially reasonable.

17.4 Approved premium advertising and other third-party costs are non-refundable once booked, purchased, published, incurred or irrevocably committed and remain payable by the Client.

17.5 Cancellation, pause or closure does not affect invoices already issued, amounts that have become earned or incurred, Candidate ownership, confidentiality, privacy, approved costs or other accrued rights. Those amounts remain payable in accordance with the applicable invoice terms.

17.6 No Placement Fee is payable solely because an Assignment is cancelled unless the Placement Fee has already become earned or a Candidate introduced by Sales Channel Solutions is later appointed in circumstances covered by clause 15.

18. Material changes to an Assignment

18.1 The Client must promptly notify Sales Channel Solutions of a material change to a Role or Assignment.

18.2 Material changes include substantial changes to responsibilities, location, remuneration, employment type, hours, travel, working arrangements, required experience or the number of appointments.

18.3 The parties will discuss the effect of the change in good faith. A material change may require a revised search strategy, Commercial Schedule, fee estimate, agreement version or further deposit only where reasonably justified and agreed in writing.

19. Reference checks and information reliability

19.1 Sales Channel Solutions may complete up to four professional reference checks for a preferred Candidate where appropriate and with consent.

19.2 Reference reports are based on information provided by referees and are one part of the hiring assessment. Sales Channel Solutions does not warrant that referee or Candidate information is complete, current or accurate.

19.3 The Client remains responsible for its final assessment, verification and hiring decision.

20. Privacy and Candidate information

20.1 Each party must handle personal information lawfully and only for legitimate recruitment and agreement-administration purposes.

20.2 The Client may use Candidate information only for evaluating employment or engagement and must not distribute it beyond people reasonably involved in the hiring process.

20.3 The Client must take reasonable steps to protect Candidate information from misuse, loss and unauthorised access, modification or disclosure.

20.4 Sensitive checks, including police, medical, drug or alcohol testing, require an appropriate role-related purpose, lawful basis and informed Candidate consent.

20.5 Sales Channel Solutions will handle personal information in accordance with its Privacy Policy and the Privacy Collection Notice presented with the Agreement.

20.6 Each party must promptly notify the other party after becoming aware of a suspected or actual privacy or data-security incident involving Candidate information, agreement records or personal information exchanged under the Agreement, and must reasonably cooperate with containment, investigation, remediation and any legally required notification.

21. Confidentiality

21.1 Each party must keep confidential the other party’s non-public commercial, business and personal information and use it only for the Agreement.

21.2 Candidate reports, SalesFit results, reference information and assessments are confidential and may only be shared with people genuinely involved in the hiring decision.

21.3 Confidentiality does not apply to information that is public other than through breach, was lawfully known without restriction, is independently developed, or must be disclosed by law.

22. Intellectual property

22.1 Sales Channel Solutions retains ownership of its recruitment methods, templates, reports, assessment tools, SalesFit methodology and pre-existing materials.

22.2 The Client receives a limited, non-transferable right to use Candidate reports and assessment outputs solely for the relevant hiring decision.

22.3 The Client must not reproduce, publish, reverse engineer, sell or use SalesFit or other proprietary materials for unrelated purposes without written permission.

23. Replacement guarantee

23.1 Where the Commercial Schedule provides a replacement guarantee, it applies for the period stated in the Commercial Schedule from the Candidate's Commencement Date. If no period is stated, six (6) months applies.

23.2 The replacement guarantee is a limited contractual remedy. Subject to the Client satisfying every eligibility requirement in the Agreement, it provides one replacement recruitment search only. It is not a warranty that a Candidate will remain employed, achieve a particular result or be suitable for every aspect of the Role.

23.3 The replacement guarantee has no cash value, is not transferable, cannot be exchanged for a refund, rebate, credit or fee reduction, and does not restart or renew for a replacement Candidate.

23.4 The guarantee may apply where the Candidate fails to commence, resigns or is terminated for genuine performance, conduct or suitability reasons during the guarantee period, provided the circumstances are not excluded under clause 24.

23.5 The Client must notify Sales Channel Solutions in writing within seven (7) calendar days of becoming aware that the Candidate will not commence or that employment or engagement has ended. A later notice will disentitle the Client to the guarantee to the extent the delay materially prejudices Sales Channel Solutions' ability to conduct the replacement search.

23.6 The guarantee is conditional on: (a) all undisputed invoices relating to the Assignment having been paid by their due dates or within seven (7) calendar days after Sales Channel Solutions gives written notice of an overdue amount; (b) the Client having complied with the Agreement; (c) the replacement Role being substantially the same in duties, seniority, location, remuneration, benefits, working arrangements and conditions; and (d) the Client providing accurate information about the departure and the replacement requirement.

23.7 Sales Channel Solutions must be given the first reasonable opportunity to conduct the replacement search. The Client must promptly provide an updated brief, reasonable interview availability and timely feedback.

23.8 The replacement search must be capable of commencing within thirty (30) calendar days after the Client's notice unless Sales Channel Solutions agrees otherwise in writing. If the Client pauses or prevents the replacement search for more than thirty (30) calendar days, materially changes the Role, fills the Role through another source or withdraws the Role, the replacement guarantee ends without refund, credit or further obligation.

23.9 Sales Channel Solutions may close the replacement search after a reasonable search period where the Client repeatedly fails to cooperate, fails to provide timely feedback, unreasonably rejects Candidates who materially satisfy the agreed brief, or changes the requirements so that the replacement search is no longer substantially the same Assignment.

24. Replacement guarantee exclusions

The replacement guarantee does not apply where the Candidate's non-commencement or departure results wholly or materially from:

(a) redundancy, restructure, role elimination, business closure, insolvency, sale of business, merger, change of control or material reduction in workforce;

(b) a material change to duties, seniority, location, travel, hours, work arrangements, employment type, remuneration, commission, benefits, reporting line or career opportunity after acceptance;

(c) the Client's failure to accurately disclose the Role, workplace, remuneration, expectations or employment conditions;

(d) unsafe, discriminatory, harassing, unlawful, misleading or materially unreasonable workplace conduct or conditions;

(e) the Client's breach of the Candidate's employment or engagement agreement or applicable law;

(f) failure to provide reasonable onboarding, training, resources, systems, leads, management support or opportunity for the Candidate to perform the Role;

(g) a personal, medical, family, relocation, visa or other circumstance of the Candidate that was not known to and could not reasonably have been identified by Sales Channel Solutions before appointment;

(h) the Client's failure to pay an undisputed invoice within the cure period stated in clause 23.6;

(i) late notification under clause 23.5 where the delay materially prejudices Sales Channel Solutions' ability to conduct the replacement search;

(j) the Client filling, withdrawing, materially changing or placing the replacement Role on hold without first giving Sales Channel Solutions the reasonable opportunity required by clause 23;

(k) termination based on unlawful discrimination, a prohibited reason, a reason unrelated to the Candidate's genuine performance, conduct or suitability, or a decision unsupported by reasonable particulars when requested; or

(l) another exclusion expressly stated in the Commercial Schedule or Special Conditions.

25. Fees non-refundable and exclusive replacement remedy

25.1 The Client acknowledges that the Placement Fee is consideration for the recruitment services performed and the Introduction and appointment of the Candidate. It is not consideration for, or a guarantee of, any minimum period of employment, performance level, sales result, revenue contribution, retention outcome or commercial result.

25.2 Except where required by law, a Commencement Deposit, Placement Fee, premium advertising charge or other amount that has become earned, incurred or irrevocably committed under the Agreement is non-refundable.

25.3 Subject to rights that cannot lawfully be excluded, the replacement guarantee in clauses 23 and 24 is the Client's sole and exclusive contractual remedy arising merely because a Candidate fails to commence, resigns, is terminated, underperforms, engages in misconduct, proves unsuitable or does not remain employed for the expected period.

25.4 The Client is not entitled to a refund, repayment, rebate, credit, price reduction, set-off, damages or other monetary compensation merely because of a Candidate's non-commencement, resignation, termination, performance, conduct, suitability or period of employment.

25.5 The replacement guarantee does not reduce, defer or extinguish the Client's payment obligations and cannot be applied against another invoice or unrelated Assignment.

25.6 Nothing in this clause excludes, restricts or modifies a right or remedy that cannot lawfully be excluded, restricted or modified.

26. Risk allocation and limitation of liability

26.1 Sales Channel Solutions will provide the recruitment services with reasonable care and skill.

26.2 The Client acknowledges that recruitment involves professional judgment and information supplied by Candidates, referees, former employers and other third parties. Sales Channel Solutions cannot guarantee future performance, continued employment, Candidate conduct, the completeness or accuracy of all third-party information, or a particular hiring or commercial outcome.

26.3 To the maximum extent permitted by law, Sales Channel Solutions is not liable for loss arising from or connected with:

(a) the acts, omissions, conduct, dishonesty, negligence, performance or non-performance of a Candidate;

(b) a Candidate resigning, being terminated, failing probation, becoming unavailable, declining to commence or not remaining employed;

(c) an employment, remuneration, management, disciplinary, workplace, health and safety or termination decision made by the Client;

(d) information supplied, misstated, omitted or withheld by a Candidate, referee, former employer, the Client or another third party;

(e) the Client's decision to interview, employ, engage, reject, manage, promote, transfer or terminate a Candidate;

(f) the Client's failure to conduct its own enquiries, verification, checks, assessments, legal review or due diligence; or

(g) circumstances outside the reasonable control of Sales Channel Solutions.

26.4 To the maximum extent permitted by law, Sales Channel Solutions is not liable for indirect, incidental, consequential, special, exemplary, punitive or economic loss, including loss of profit, revenue, opportunity, anticipated savings, goodwill, reputation, productivity, contracts, data, business interruption or management time.

26.5 Subject to clause 26.9 and if, and only to the extent that, liability of Sales Channel Solutions is established, the total aggregate liability of Sales Channel Solutions arising out of or in connection with an Assignment, whether arising in contract, tort including negligence, statute, equity or otherwise, is limited to the Liability Cap applicable to that Assignment.

26.6 If, and only to the extent that, the limitation in clause 26.5 is finally determined by a court of competent jurisdiction to be void or unenforceable, the total aggregate liability of Sales Channel Solutions for the affected Assignment is limited to the Placement Fee actually paid to Sales Channel Solutions for that Assignment, excluding GST, premium advertising and third-party costs.

26.7 Each cap applies in aggregate to all claims arising from the same or related acts, omissions, events or circumstances and is not increased by the number of claims, legal causes of action, Candidates, representatives or persons making a claim.

26.8 A liability cap does not create an obligation to refund or repay an amount. It operates only as the maximum aggregate liability after the Client has established a valid legal claim, causation and recoverable loss. The Client must take reasonable steps to avoid and mitigate loss.

26.9 Where permitted by section 64A of the Australian Consumer Law, liability of Sales Channel Solutions for failure to comply with an applicable consumer guarantee in relation to services is limited, at the election of Sales Channel Solutions, to supplying the relevant services again or paying the reasonable cost of having the relevant services supplied again.

26.10 Nothing in the Agreement excludes or limits: (a) liability that cannot lawfully be excluded or limited; (b) liability arising from fraud or wilful misconduct by Sales Channel Solutions; or (c) a right or remedy that cannot lawfully be excluded under the Australian Consumer Law or other applicable legislation.

26.11 Nothing in this clause creates or constitutes an admission of liability by Sales Channel Solutions.

27. Client indemnity

27.1 To the maximum extent permitted by law, the Client indemnifies and must keep indemnified Sales Channel Solutions and its directors, officers, employees, contractors and representatives against claims, proceedings, liabilities, losses, damages, penalties, costs and expenses, including reasonable legal and debt-recovery costs, arising from or connected with:

(a) a breach of the Agreement by the Client;

(b) inaccurate, incomplete, misleading or withheld information supplied by or on behalf of the Client;

(c) an unlawful, misleading, discriminatory, unsafe or inappropriate instruction, Role requirement, advertisement, representation or workplace practice requested, approved or supplied by the Client;

(d) the Client's interview, selection, offer, employment, engagement, remuneration, management, supervision, discipline, transfer or termination of a Candidate;

(e) an employment, workplace, discrimination, harassment, underpayment, award, enterprise agreement, superannuation, payroll tax, workers compensation, work health and safety or other employer-related claim or obligation;

(f) the Client's unauthorised collection, use, disclosure, retention, distribution or loss of Candidate information, reports, assessment results or personal information;

(g) the Client contacting a Candidate's current employer, referee or another person without appropriate authority or Candidate consent;

(h) modification, misuse, republication, unauthorised disclosure or unauthorised reliance on a Candidate report, SalesFit assessment or other material supplied by Sales Channel Solutions;

(i) intellectual property, advertising content, Role information, logos, photographs or other materials supplied or approved by the Client;

(j) an act or omission of a Candidate after the Candidate commences employment or engagement with the Client; or

(k) a claim made by a Candidate, employee, contractor, regulator or other third party resulting from an act, omission, instruction, representation or decision of the Client.

27.2 The indemnity in clause 27.1 does not apply to the extent the relevant loss is finally determined by a court of competent jurisdiction to have been directly caused by the fraud, wilful misconduct or proven negligence of Sales Channel Solutions.

27.3 The Client must promptly notify Sales Channel Solutions of a claim that may engage this indemnity, provide reasonable cooperation, and must not admit liability or settle the claim in a way that imposes liability, obligation or reputational harm on Sales Channel Solutions without its prior written consent, which must not be unreasonably withheld.

27.4 The Client's liability under this indemnity is not reduced by the existence of the replacement guarantee and survives completion, expiry or termination of the Agreement.

28. Client employment responsibilities

28.1 Sales Channel Solutions may assist with offer communication but does not provide legal, migration, taxation, industrial-relations or employment-law advice unless expressly agreed through an appropriately qualified provider.

28.2 The Client is solely responsible for the final hiring decision and for independently verifying the Candidate's identity, qualifications, licences, employment history, references, working rights and suitability to the extent reasonably required for the Role.

28.3 The Client is responsible for the form and legality of the employment or engagement contract, classification, applicable industrial instrument, pay, commission, superannuation, leave, workplace notices, work health and safety, workers compensation and all other employer obligations.

28.4 The Client must maintain insurance reasonably appropriate to its business and employer obligations, including workers compensation insurance where required by law.

28.5 Sales Channel Solutions acts as an independent contractor. Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship or general agency between the parties. Neither party may bind the other except as expressly authorised in writing.

29. Termination

29.1 Either party may terminate the Agreement for convenience by giving the other party the written-notice period stated in the Commercial Schedule. If no period is stated, fourteen (14) calendar days applies. Sales Channel Solutions may exercise this right where it determines that continuing the relationship or an Assignment is no longer commercially, operationally or professionally appropriate.

29.2 Either party may terminate for material breach if the other party does not remedy a breach capable of remedy within ten (10) business days after receiving written notice describing the breach.

29.3 Sales Channel Solutions may suspend recruitment services and may terminate the Agreement if an undisputed invoice remains overdue and the Client does not remedy the non-payment within seven (7) calendar days after written notice.

29.4 A party may terminate immediately for insolvency, unlawful conduct materially connected to the Agreement, a serious confidentiality or privacy breach, abusive, threatening, discriminatory, dishonest or unsafe conduct, repeated material failure to cooperate with the recruitment process, or conduct that creates an unreasonable legal, safety or reputational risk.

29.5 On termination:

(a) active Assignments cease on the effective termination date unless the parties agree otherwise in writing;

(b) invoices already issued and all amounts that have become earned or incurred remain payable in accordance with their invoice terms;

(c) Commencement Deposits and Placement Fees that have become earned are non-refundable except where required by law;

(d) approved premium advertising and third-party costs already incurred or irrevocably committed remain payable and non-refundable except where required by law;

(e) no fee is charged for future services that have not been performed, earned or committed; and

(f) Candidate ownership, confidentiality, privacy, accrued payment rights, dispute resolution, liability provisions, indemnities, document records and any active replacement guarantee continue according to their terms.

29.6 Where Sales Channel Solutions terminates the Agreement or an Assignment, no Placement Fee becomes payable solely because of that termination. However: (a) any Commencement Deposit that became earned after Work Commenced remains earned and non-refundable except where required by law; (b) approved premium advertising and third-party costs already incurred or irrevocably committed remain payable; (c) any Placement Fee that became earned before the effective termination date remains payable; and (d) a Placement Fee remains payable if a Candidate introduced before termination is later appointed within the applicable Candidate ownership period. No unearned remaining balance is payable merely because Sales Channel Solutions ends the relationship.

30. Dispute resolution

30.1 A party claiming a dispute must give written notice describing the issue and the outcome sought.

30.2 A senior representative of each party must meet or confer in good faith within ten (10) business days to try to resolve the dispute.

30.3 If unresolved, either party may propose mediation in New South Wales before commencing court proceedings, except for urgent injunctive relief, preservation of confidential information or intellectual property, or recovery of an undisputed debt.

30.4 Nothing prevents a party from exercising a statutory right or remedy.

31. Notices and electronic communications

31.1 Notices may be given by email to the address stated in the Commercial Schedule or another address notified in writing.

31.2 An email is taken received when it becomes capable of being retrieved by the recipient, unless the sender receives an automated failure notice.

31.3 The parties consent to communications, records and execution being completed electronically.

31.4 The Client signature records the Client's acceptance. The Agreement becomes finally executed when Sales Channel Solutions approves and countersigns it. The final executed copy will show both signature records and the later countersignature date.

32. Changes, Special Conditions and document priority

32.1 Sales Channel Solutions may revise or replace these Standard Recruitment Terms from time to time for future agreements and future Role Additions. Each version will be identified by a version number and effective date.

32.2 A revised version does not alter an Agreement, Assignment, Commercial Schedule, fee, Commencement Deposit, replacement guarantee or other right or obligation already signed or accrued, unless the change is accepted in writing or electronically by authorised representatives of both parties.

32.3 Sales Channel Solutions may make non-material administrative, formatting, security, privacy, technical or legal-compliance changes during the Agreement term after giving reasonable notice, provided the change does not materially reduce the Client's rights or materially increase the Client's fees or obligations.

32.4 If a change is reasonably required to comply with applicable law, a regulator, a court order or an urgent security requirement, Sales Channel Solutions may implement the minimum reasonably necessary change and will notify the Client as soon as reasonably practicable. A material commercial change will not apply retrospectively unless required by law or accepted by the Client.

32.5 Sales Channel Solutions may correct an unsigned Agreement and issue a new version for Client review. A signed Agreement is not overwritten; a material change requires an amendment, Role Addition or replacement agreement accepted by the Client.

32.6 If documents conflict, the order of priority is: (a) Special Conditions; (b) Commercial Schedule; (c) signed Recruitment Service Agreement; (d) these Standard Recruitment Terms; and (e) the Privacy Collection Notice and linked policies.

33. Assignment and subcontracting

33.1 The Client may not assign, novate or transfer the Agreement without the prior written consent of Sales Channel Solutions, which will not be unreasonably withheld.

33.2 Sales Channel Solutions may use employees, contractors and service providers to perform administrative, technology, advertising, sourcing or assessment functions, while remaining responsible for its obligations and requiring appropriate confidentiality and privacy protections.

33.3 Sales Channel Solutions may assign or novate the Agreement to a successor entity or purchaser of all or substantially all of the relevant business, provided that entity assumes the obligations of Sales Channel Solutions and the Client's substantive rights are not materially reduced.

33.4 Sales Channel Solutions may store and process agreement records in Australia or another location disclosed in its Privacy Policy, subject to reasonable security, confidentiality and privacy safeguards.

34. General

34.1 The Agreement records the entire agreement about its subject matter and replaces prior discussions or representations about that subject matter, except for fraud, misleading or deceptive conduct, or rights that cannot be excluded.

34.2 A failure or delay to exercise a right is not a waiver. A waiver must be in writing and applies only to the specific matter for which it is given.

34.3 Rights and remedies under the Agreement are cumulative except where the Agreement expressly states that a remedy is exclusive.

34.4 If a provision is invalid or unenforceable, it is to be read down to the minimum extent necessary to make it valid and enforceable and, if that is not possible, severed without affecting the remaining provisions.

34.5 Headings assist reading and do not limit interpretation. The singular includes the plural and vice versa. The words "including" and "includes" do not limit what follows.

34.6 The Agreement may be signed in counterparts and electronically.

35. Governing law and jurisdiction

The Agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.