Requirement & Labour Hire

Labour Hire Agreement

General Conditions

GENERAL CONDITIONS OF CONTRACT

1- Definitions and interpretation

Definitions

In this Agreement unless the context indicates otherwise, the following words have the following meanings:

Agreement means the binding agreement between Indi Recruitment and the Client for the provision of the Services and includes the Letter of Engagement and these General Conditions.

Claims means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise) including without limitation relating to personal injury, death or property damage, whether direct, indirect, consequential or otherwise.

Commencement Date means the commencement date specified in Letter of Engagement.

Confidential Information includes any information received by the receiving party during the term of this Agreement, which is not publicly available and relates to any staff, agents or Clients of the disclosing party or any processes, equipment and techniques used in the course of business of the disclosing party. This includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data, models, articles, reports and materials; marketing information such as Client lists, financial information and business plans; sales materials, including but not limited to all quality management methods, pricing methods, sales methods and Clients’ materials; all the intellectual property rights (including those exclusively owned by either party, whether owned now or developed in the future); and any other information that either party claims as confidential.

Defect means:

any failure to meet the Specifications or the terms of this Agreement; and/or
any violation of any Law by Indi Recruitment relating directly to the performance of the Services.

Expert means an independent, third party with appropriate expertise and at least 5 years’

relevant experience in the area in dispute.

Fees means the amount to be paid by the Client to Indi Recruitment under this Agreement, as set out in the Letter of Agreement, or as otherwise charged by Indi Recruitment in accordance with this Agreement, and includes any applicable Transition Fees and Introduction Fees.

Force Majeure means any event affecting the performance of a person’s obligations under this Agreement which is outside that person’s reasonable management or control and includes sustained failure in critical electricity or gas supplies, fire, storm, flood, earthquake, accident, act of God, war, act of terrorism, pandemic, epidemic, labour dispute (other than a dispute solely between the person and its own staff or staff under its control), materials or labour shortage, the change or introduction of any Law or an act or omission of any third party or any failure of any equipment owned or operated by any third party.

General Conditions means these General Conditions, which form part of the Agreement between Indi Recruitment and the Client, as updated from time to time in accordance with the terms set out herein.

GST has the same meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means:

the person is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any federal or state law or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties to this Agreement);
an application or order has been made (and in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of the things described in bankruptcy, insolvency or having a similar effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such a person or any part of its property or a winding up or liquidation of such person’s affairs;
the making by such person of any general assignment for the benefit of creditors, or the failure by such person generally to pay its debts as such debts become due, or the person being otherwise unable to pay its debts when they fall due;
being a natural person:
- the person dies;
- the person becomes, or is declared to be, mentally or physically incapable of managing his or her affairs;
- the person is or states that he or she is unable to pay all of their debts as and when they become due and payable;
- a bankruptcy notice is issued against the person or a receiver or a trustee for creditors or a trustee in bankruptcy is appointed to any of the person’s property;
- the person attempts to enter into, or convenes a meeting for the purpose of entering into, an arrangement, assignment or composition with his or her creditors; or
something having a substantially similar effect to in any of the things described in subclauses (c) to (f) happens in connection with that person under the law of any

Intellectual Property includes all inventions, improvements, discoveries, design, data, concepts, components, ideas, processes, methods, techniques, know-how, information, fabrication, schematics and engineering drawings, user documentation, pricing details, trade marks, patents, copyrights, processes, know-how, source files, registered designs or other like rights or any right to apply for registration of any of the former.’

Introduction Fee means the fee payable by the Client to Indi Recruitment if a Worker is introduced or referred to the Client by Indi Recruitment and the Client subsequently employs, engages, or otherwise directly employs or contracts that Worker.

Law means any law, regulation, rule, order or restriction of any governmental or semi- governmental authority to which the Services or the delivery or performance of this Agreement is subject in any jurisdiction.

Letter of Engagement means the document issued by Indi Recruitment to the Client which sets out the specific commercial details of the engagement, including (without limitation) the scope of services, fees and rates, special conditions (if any), and acceptance provisions.

The Letter of Engagement is to be read together with and forms part of the Agreement, and prevails over the General Conditions of Contract to the extent of any inconsistency.

Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever but excluding consequential loss.

Nominated Personnel means the individuals nominated by each of the Parties as the key contacts for Indi Recruitment and the Client in relation to this Agreement, including for the purposes of communications, coordination, and management of the Services or Workers, and includes any replacement individuals notified in writing by either party from time to time.

Parties means Indi Recruitment and the Client, and Party means either one of them.

Payment Terms means when the Fees are issued by Indi Recruitment and how the Fees are to be paid by the Client to Indi Recruitment. Unless otherwise varied by the terms set out in the Letter of Engagement, the Payment Terms shall be as set out in Clause 6.1(b).

Serious Misconduct has the meaning given in the Fair Work Regulations 2009 (Cth).

Services means the supply of Workers to the Client by Indi Recruitment in accordance with this Agreement.

Site means the location for delivery of the Services as set out in a Work Order.

Specifications means the specifications of the Services to be provided under this Agreement, as set out in a Work Order (if any).

Term means the duration of this Agreement, as set out in the Letter of Engagement between Indi Recruitment and the Client.

Termination Date means the date that the termination of this Agreement becomes effective.

Transition Fee means the fee payable by the Client to Indi Recruitment if the Client employs, engages, or otherwise directly contracts a Worker within the period specified in this Agreement

Worker means any person who is an employee, agent or contractor of Indi Recruitment and whose services are provided by Indi Recruitment to the Client pursuant to this Agreement.

Work Order means an express and written request for the provision of Services to Indi Recruitment by the Client.

Interpretation

Headings are for convenience only and do not affect interpretation. Unless the contrary intention appears, in this Agreement:

the singular includes the plural and vice versa;
a reference to this Agreement includes its schedules and annexures (if any);
the meaning of general words is not limited by specific examples introduced by

“including”, “for example”, “such as” or similar expressions;

a reference to “person” includes an individual, a body corporate, a partnership, a joint venture, an unincorporated association and an authority or any other entity or organisation;
a reference to a particular person includes the person’s executors, administrators,

successors, substitutes (including persons taking by novation) and assigns;

a reference to a time of day is a reference to Australian Eastern Standard Time;
a reference to ‘dollars’, ‘$’ or ‘A$’ is a reference to the currency of Australia;
a reference to “law” includes common law, principles of equity and legislation

(including regulations);

a reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacements of any of them; and
a reference to “regulations” includes instruments of a legislative character under

legislation (such as regulations, rules, by-laws, ordinances and proclamations).

2- Appointment and Term

In consideration of the Parties agreeing to the terms and conditions of this Agreement, from the Commencement Date:
- Indi Recruitment agrees to provide the Services on a labour hire basis; and
- the Client appoints Indi Recruitment to supply the Services,

as set out in the Work Order(s) from time to time and otherwise in accordance with this Agreement.

This Agreement shall last for the Term, unless it expires or is terminated in accordance with the terms of the Agreement.

3- Work Orders and Delivery

The Client may from time to time during the Term of this Agreement, submit a Work Order to Indi Recruitment’s Nominated Personnel for the number of Workers required, the tickets and inductions necessary, the date(s) of delivery, the place(s) of delivery and any Specifications.
A Work Order must be in writing (email or text message) and provide sufficient detail for Indi Recruitment to respond to the Work Order and provide the Services to the
Indi Recruitment will respond to a Work Order as soon as reasonably practicable in writing (by email) by either:
- accepting or rejecting the Work Order, whole or in part; or

providing a quotation for the Services if the Fees for the Workers requested in the Work Order have not already been specified by Indi Recruitment within the Letter of Engagement. If such a quotation is accepted by the Client, a Work Order will be formed between the Parties.

Where a Work Order is formed in accordance with clause 3 (c), such a Work Order shall be binding on the parties and governed by the terms of the To the extent of any inconsistency between the terms of this Agreement and additional terms set out in Indi Recruitment’s quote (if any, and supplied by Indi Recruitment in writing to the Client in accordance with clause 3 (c)(ii)), the additional terms of the quote shall take precedence as it relates to the supply of those ordered Services for that specific Work Order only.
Each Worker’s engagement must be for a minimum of four (4) Other than in the circumstances set out in clause 3 (f), if a Worker works less than four (4) hours, the Client remains responsible for paying Indi Recruitment the Fees for the full four (4) hour minimum.
If Indi Recruitment provides a Worker who is unqualified or unsuitable for the work for which the Worker was specifically engaged, the Client must notify Indi Recruitment within four (4) hours of the commencement of the Worker’s In such circumstances, the Worker must not be permitted to continue working once Indi Recruitment has been notified, and the Client will not be charged. If the Client fails to provide notice within the four (4) hour period, the full Fee for the engagement will be due and payable.

Unless otherwise expressly agreed by the Parties, a Work Order shall survive the termination or expiration of the Agreement.
For the avoidance of doubt, Indi Recruitment retains sole discretion to accept or reject any Work Orders and is under no obligation to accept, perform, or quote on any particular number or volume of Work Orders during the term of this
Notwithstanding the formation of any Work Order, the Client accepts and acknowledges that the availability of Workers is outside of Indi Recruitment’s reasonable control, and shall not be in breach of this Agreement or any Work Order for not being able to supply the requested Workers.

4- Performance of Services

When a Work Order is formed, Indi Recruitment must provide Workers suitable for carrying out the work required by the Client, as set out in a Work Order. The Client accepts and acknowledges that Indi Recruitment can not and does not warrant the availability of Workers.
Indi Recruitment must follow all reasonable directions of the Client in respect to the performance of the Services unless it reasonably considers such directions will cause it to breach any Law by which it is
Indi Recruitment agrees that it will:
- use the reasonable diligence, care and skill in performing the Services expected of a service provider providing similar services to the Services;
- perform the Services to a professional standard as accepted within the industry in which Indi Recruitment operates for the type of Services provided by Indi Recruitment;
- comply with the Specifications (if applicable) and ensure that all Services conform to their description;
- maintain all licences and permits required to perform its obligations and requirements under this Agreement, including a labour hire licence (if required);
- take all reasonable steps to ensure that all information provided by it, its personnel and representatives is true and correct and not misleading or deceptive; and
- at all times comply with the Law applicable to the Services being provided under the Agreement.
If Indi Recruitment performs the Services (or any part of the Services) negligently or in breach of this Agreement, then, if requested by the Client, Indi Recruitment will, at its sole discretion either:
- promptly re-perform the relevant part of the Services; or
- refund the fees paid by the Client for those
The Client’s request referred to in clause 4(d) must be made within 30 days of the date Indi Recruitment performed the Services (or that part of the Services) that Indi Recruitment is to re-perform.

5- Client’s obligations

During the Term, the Client will ensure that any of its staff and agents cooperate with Indi Recruitment, and provide access to the Site, and any information, documentation and instructions, as Indi Recruitment reasonably requires to perform the Services in a timely manner and in accordance with its obligations under this Agreement.
The Client agrees to comply with the Law in the performance of this Agreement and not do or omit to do anything which may cause Indi Recruitment or any of its Workers to be in breach of the Law.
The Client warrants that it is committed to providing a Site which is free from:
- bullying and harassment;

sexual harassment;
health and safety risks, and has appropriate policies and procedures to proactively identify and manage issues as they arise.

6- Fee

Payment of Fees
- In consideration of the provision of the Services in accordance with this Agreement, the Client will pay Indi Recruitment the Fees in accordance with the Payment
- Unless otherwise varied by the terms set out in the Letter of Engagement, the Payment Terms shall be as follows:

Indi Recruitment will Invoice the Client on a weekly basis in arrears.

Payments are due to be made by the Client to Indi Recruitment within fourteen

(14) days of the date of invoice.

The parties acknowledge that the Fees are exclusive of any GST and all other duties and taxes that Indi Recruitment may be liable for pursuant to Law. GST is payable in addition to the Fees.
The Client must reimburse Indi Recruitment for any direct expenses reasonably incurred in the performance of the Services, as well as any additional expenses incurred by Workers that arise directly or indirectly from the Client’s specific requirements. Such expenses may include, without limitation, compliance training, travel, personal protective equipment in excess of standard issue, medical testing, and any other requirements imposed by the Any such expenses shall be passed on to the Client at cost with no mark-up.

Adjustment of Fees
- Indi Recruitment may adjust the Fees from time to time, effective from 1 July each year, by providing the Client with at least one month’s written notice (a “Commercial Fee Adjustment”). In addition, Indi Recruitment is entitled to pass on any increases in wages, including superannuation, required by law (“Mandated Fee Adjustments”) from the date such changes take effect.
- For clarity, Commercial Fee Adjustments will apply to Work Orders entered into by the parties after the effective date of the adjustment. Mandated Fee Adjustments will apply to any and all Work Orders from the date such increase adjustments are legally required to take effect.

Invoicing
- Indi Recruitment will supply the Client with Tax Invoices for the Services provided under the Agreement.
- The Client will make payments to Indi Recruitment in accordance with the Payment
Failure to pay

If the Client does not make a payment in accordance with the Payment Terms, Indi Recruitment is entitled to do any or all of the following, without limitation to its other rights and remedies at Law:

suspend performance of the Services (or any part of the Services) until the account is brought up to date;
charge interest at 2% for every five (5) Business Days the invoice remains
require the Client to pay in advance, for any Services (or any part of the Services) which have not yet been performed; and/or
issue a breach notice in accordance with clause 14(b)(ii).

Variation of Services

Where either party requests a variation in respect of the Services, Indi Recruitment will provide a written quote for approval before commencing the Variation. If approved by the Client, Indi Recruitment will commence the Services in connection with the Variation.

Transition Fee
- The Client shall not directly or indirectly solicit, induce, or engage any Worker to provide services to the Client other than through Indi Recruitment during the term of this Agreement and for a period of thirty-six (36) months after the Worker last provided services to the Client pursuant to this Agreement without the express permission of Indi Recruitment.
- If, despite Clause 6 (a), the Client employs, engages, or otherwise directly contracts a Worker within the period specified in Clause 6.6 (a), the Client must pay Indi Recruitment a Transition Fee as a percentage of the Workers equivalent full-time salary with the Client in accordance with the following table.

Up to $79,999.00 per annum	10% plus GST
$80,000.00 – $149, 999.00 per annum	12.5% plus GST
$150,000.00 – $249,999.00 per annum	15% plus GST
$250,000.00+ per annum	18% plus GST

For the purposes of this clause, ‘full time equivalent salary’ means:
- the gross annual salary payable to the Worker for a standard working week of

37.5 hours (7.5 hours per day, 5 days a week) in addition to any allowances and superannuation; or

if the Worker is employed or contracted by the Client on a part time or casual basis, the full time equivalent salary will be calculated as:

standard hourly rate x 7.5 hour/per day x 5 days/week x 52 weeks/year

EXAMPLE:

$37.50 x 7.5 x 5 x 52 = full time equivalent salary of $73,125.00

Indi Recruitment would therefore be entitled to the following Transition Fees:

$73,125.00 x 10% = $7,312.50 + GST (TOTAL = $8,043.75)

Introduction Fee
- If Indi Recruitment introduces or refers a Worker to the Client (whether in writing, verbally or by other means) and the Client does not engage them via Indi Recruitment, but subsequently employs, engages, or otherwise contracts that Worker, the Client must pay to Indi Recruitment an Introduction Fee as a percentage of the Workers equivalent full-time salary with the Client in accordance with the below table:

Up to $79,999.00 per annum	10% plus GST
$80,000.00 – $149, 999.00 per annum	12.5% plus GST
$150,000.00 – $249,999.00 per annum	15% plus GST
$250,000.00+ per annum	18% plus GST

The Worker’s full-time salary shall be calculated in accordance with Clause 6(c).
To avoid doubt, this clause 7 applies whether a Worker:
- Was engaged through another recruitment agency;

Applied directly to the

To avoid doubt, Indi Recruitment shall not be entitled to an Introduction Fee where it is also otherwise entitled to a Transition Fee in accordance with Clause 6.6.

7- Relationship with Workers

Legal Relationship

The legal relationship with the Workers belongs to Indi Recruitment. To avoid any doubt, Workers are the employees or contractors of Indi Recruitment directly.

Indi Recruitment shall be responsible for:

ensuring that workers hold the proper authorisations and visa to legally carry out the work;
verifying all licences, permits and tickets held by its workers;
the payment of remuneration to the workers including wages, superannuation, leave entitlements, and any other benefits to which workers may be entitled under contract, law, common law, award or industrial instrument;
the payment of all taxes and duties incidental to such remuneration and benefits;
compliance with all laws, awards and industrial instruments applicable to the Workers; and
the employment or contractual relationship with the Worker(s) supplied as part of the

Indi Recruitment shall require the Workers to:

have basic personal protection equipment (PPE);
complete any site inductions and compliance training required by the Client prior to commencing work.
On-site management of Workers
- While Workers are placed with, or are under the care, control, or supervision of, the Client, the Client acknowledges and agrees that it is solely responsible for the day-to- day management, direction, and supervision of those Workers at the Site. The Client accepts that it owes a non-delegable duty of care to the Workers safety and supervision, including (without limitation to any other clause in the Agreement) a responsibility for providing a safe workplace, safe systems of work, and adequate supervision. To the fullest extent permitted by law, the Client releases and indemnifies Indi Recruitment from and against any and all claims, liabilities, losses, damages, costs, or expenses arising out of, or in connection with:
  - loss or damage of any kind caused by the Workers; and/or
injury, sickness, mental illness/harm, or death of a Worker; or
injury, sickness, mental illness/harm or death of a person caused by the Workers;
any other Losses caused or contributed to by the Worker(s),

to the extent that the Workers were in the care, control or supervision of the Client at the time of incident or otherwise caused by the Client’s negligence or wilful misconduct.

Indi Recruitment remains responsible for the administrative management of the Workers in accordance with 1. The Client is not authorised or permitted and is expressly prohibited from terminating or suspending the employment or contract of any Worker on behalf of Indi Recruitment.
Notwithstanding 2(b):
- the Client may direct a Worker to cease performing work and leave the Client’s site where the Worker is, in the Client’s reasonable opinion, unsuitable for the assignment, or where the Worker presents a work health and safety risk to themselves or to any other person. The Client must notify Indi Recruitment immediately of any such The Worker must not continue working for the Client after such notification has been made,

and where the Client exercises its rights under 7.2 (c)(i):

For the avoidance of doubt, the Client’s rights in these circumstances are strictly limited to directing the Worker to leave the site. The Client does not have, and must not purport to exercise, any right to dismiss, discipline, or otherwise terminate the Worker’s engagement, as the employment relationship rests solely with Indi Recruitment.
Indi Recruitment will use reasonable efforts to provide a replacement Worker as soon as reasonably practicable. The Client must treat all Workers with dignity and comply with applicable workplace and safety laws when exercising its rights under clause 2 (c)(i).
Indi Recruitment accepts no liability for any delays, losses, or costs incurred by the Client arising out of a Worker being removed or stood down in accordance with this clause.
If there are any performance related issues, the Client must advise Indi Recruitment who will provide directions as to how it is to be addressed.
If the Client is unsatisfied with any Workers provided, the Client must notify Indi Recruitment at its first opportunity. Indi Recruitment will endeavor to replace any Worker(s) as soon as reasonably The Client may elect to have the workers removed from Site in the interim but, subject to clause3(f), the Client will be liable to pay the fees in respect of the removed Worker unless the Worker has engaged in Serious Misconduct.

Indemnification – Client’s actions and instructions

The Client indemnifies and must keep indemnified Indi Recruitment from and against all Losses (including legal costs on a full indemnity basis and expenses incurred in defending or responding to any claim) suffered or incurred by Indi Recruitment arising out of, or in connection with, any claim, demand, action, or proceeding made or brought by a Worker (or on a Worker’s behalf) that relates to, results from, or is connected with:

the Client’s dismissal, suspension, or disciplinary action against the Worker; and/or
any direction, instruction, or requirement given by the Client to the Worker; and/or
the Client’s failure to comply with any applicable law

8- Workplace Health and Safety

Indi Recruitment acknowledges its responsibility to ensure that the Workers are adequately trained, qualified and equipped to safely perform the work set out in the Work Order.
Indi Recruitment shall require Worker(s) familiarise themselves with and comply with all safety requirements of the Client when attending the Site.
The Client acknowledges its sole responsibility to provide a safe working environment for Workers supplied as part of the Services in compliance with workplace health and safety laws.
The Client must ensure that adequate systems of work are in place to provide a safe working environment, including ensuring that all required Safe Work Method Statements (SWMS) and other work health and safety documentation are prepared, implemented, and The Client must ensure that the Site is free from hazards and other risks to health and safety, so far as is reasonably practicable.
The Client is responsible for conducting any site-specific inductions that must be carried out and is the principal contractor for the purposes of work health and safety
Indi Recruitment is responsible for taking out workers compensation
Without limitation to any additional requirements at law, the Client is responsible for taking reasonable steps and doing everything within their respective control to:

ensure that the provisions of this Agreement meet the requirements all laws and regulations relating to the safety and wellbeing of Workers;
ensure that Workers are not exposed to unnecessary and/or avoidable risks to health and safety in the performance of their work;
Ensure that the Workers have all of the required personal protection equipment (PPE) required whilst on the Client’s site and at all times during the performance of its duties with the Client;
ensure that any equipment, tools and facilities provided for use in the work is safe and without risks to health and safety when properly used; and
provide information, instruction, training and supervision as necessary to ensure the work is performed without unnecessary and/or avoidable hazards or risks to health and safety.
Ensure that systems of work and the working environment is safe and without risks to health and safety of the

The Client must provide Indi Recruitment with any and all information necessary to ensure the health and safety of Workers at the Site or in connection with the provision of the Services.
The Client must immediately notify Indi Recruitment of any injury or incident involving a Worker, including any near misses or notifiable WHS events. Verbal notification must be provided within one (1) hour of the incident, followed by written notification within two (2) hours. The Client must also provide Indi Recruitment with a copy of any incident reports and other documentation prepared in relation to the incident, as required under applicable WHS laws and the Client’s own policies and
The Client indemnifies and must keep indemnified Indi Recruitment from and against all Losses (including legal costs on a full indemnity basis and expenses incurred in defending or responding to any claim) suffered or incurred by Indi Recruitment arising out of, or in connection with, any claim, demand, action, or proceeding made or brought by a Worker (or on a Worker’s behalf) that relates to, results from, or is connected with any breaches of this clause 8, workplace health and safety Laws, unsafe work practices, workplace bullying, harassment, or discrimination experienced by the Worker while under the Client’s care, supervision or control.

9- Defects

Where the Client discovers or is notified of a Defect in the performance of the Services, the Client shall notify Indi Recruitment at its earliest opportunity.
Indi Recruitment shall, at its sole discretion either:
- rectify the Defect; or
reimburse that part of the fee which is attributable to the Defective Services at Indi Recruitment’s option.

To the full extent permitted by Law, this Clause 9(b) is the Client’s sole remedy for

Defective Services.

Where Indi Recruitment and the Client do not agree whether a Defect has occurred, Indi Recruitment may appoint an Expert to investigate and report all findings in full to both Indi Recruitment and the Client. Where there remains a dispute as to whether a Defect has occurred, this shall be referred for resolution in accordance with clause The parties must continue to perform their obligations under this Agreement whilst the matter is determined by the Expert. The costs of such an Expert shall be borne by the party whom the Expert rules against.

10- Disclosure and ownership of intellectual property

The Parties acknowledge that:
- the Client (or its associated entities or persons) owns all pre-existing Intellectual Property of the Client;
- Indi Recruitment (or its associated entities or persons) owns all pre-existing Intellectual Property of Indi Recruitment; and
- the Client will own any Intellectual Property created by any Workers whilst on assignment with the Client that comes into existence whilst the Worker was performing its duties under the care, control and supervision of the Client.
The Client grants Indi Recruitment a perpetual, worldwide, royalty free, non-exclusive, transferrable, sub-licensable licence to use all Intellectual Property as described in subclauses 10(a)(i) and 10(a)(iii) for the purposes of delivering the Services.
The parties will not infringe each other’s Intellectual Property
Each party agrees to indemnify each against all liabilities, costs and expenses which the other party may incur as a result of any breach of this clause
The obligations accepted by the parties under this clause 10 survive termination or expiry of this Agreement.

11- Confidentiality

Each party agrees to keep the other party’s Confidential Information confidential and

not deal with it in any way that might prejudice its confidentiality.

The Client and Indi Recruitment acknowledge that information resulting from the activities of Indi Recruitment pursuant to this Agreement including its Fees will also be regarded as Confidential The parties agree that their obligations in clause 11(a) extend to this category of information.
The parties’ obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the disclosing party.
At the Termination Date, or otherwise as directed by the disclosing party:
- all Confidential Information must be returned to the disclosing party, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the receiving party makes and any software that the receiving party creates based on the Confidential Information; and
- the receiving party will erase and destroy any copies of any software containing or comprising the Confidential Information in its possession or under its control or that may have been loaded onto a computer in its possession or under its
The Confidential Information does not include information which:
- is generally available in the public domain otherwise than as a result of a breach of clause 11(a) by the receiving party; or

was known by the receiving party prior to the disclosing party disclosing the information to the receiving party.

Each party agrees that other party may require any of its staff or agents to sign a confidentiality agreement.
Neither party may make any public statement, verbal or written regarding the other party or the subject of this Agreement without the prior written approval of the other party, which may be withheld in its absolute discretion.
Each party agrees to indemnify the other party fully against all liabilities, costs and expenses which that other party may incur as a result of any breach of this clause
Each party acknowledges that damages may be an inadequate remedy for breach of this clause 11 and that the other party may obtain injunctive relief against any breach of this clause
The obligations accepted by the parties under this clause 11 survive termination or expiry of this Agreement.

12- Liability and insurance

Liability
- Neither party shall be liable to the other for indirect or consequential loss (including without limitation loss of profits, loss of business, business interruption, loss of data, loss of finance etc.).
- Both parties have an obligation to mitigate its Losses incurred under the
- A party’s liability under this agreement shall be proportionately reduced to account

for:

Contribution by the other party or any other third party; or
To the extent that the other party failed to mitigate its losses in accordance with 1(c).
The parties acknowledge and agree that, to the full extent permitted by law, Indi Recruitment’s liability is capped at the amount paid by the Client for the Services in the six (6) months prior to the event that gave rise to such liability.

Insurance
- The parties must affect and maintain for the duration of the Term the following insurances:

Public liability insurance: $20,000,000 per claim and in the annual aggregate.

Workers Compensation: As required by law.

Insurances must be held by an insurer entitled to conduct insurance business in Australia pursuant to the Insurance Act 1973 (Cth).
Each party provide a copy of the insurance policies promptly upon request of the other party.

Survival of obligations

The obligations accepted by Indi Recruitment and the Client under this clause 12 survive termination or expiry of this Agreement.

13- Disputes

If a dispute arises, before any proceeding or litigation is commenced, the party claiming that a dispute has arisen must give 14 days’ notice to the other party setting out the dispute and seeking that each party appoints senior representatives with authority to settle the dispute to engage in discussion and compromise in good faith to resolve the dispute.
If after 14 days the dispute is not resolved, then it must be referred to mediation by an agreed independent mediator, or failing agreement within 7 days, a mediator appointed by the Australian Disputes Centre and the costs of the mediation shall be borne by the parties equally.
Where a mediator is appointed by the Australian Disputes Centre, the mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC (the Guidelines). The terms of the Guidelines are hereby incorporated into this Agreement.
Notwithstanding the preceding provisions of this clause, the Client must pay any undisputed portion of the Fees, and both parties must continue to perform their obligations under this Agreement pending resolution of the dispute unless the dispute relates to a health and safety risk to Workers or otherwise in the case of Indi Recruitment, the dispute is due to the Client not paying the Fees in accordance with this Agreement.
The parties shall prioritise and not unreasonably delay the resolution of any
Nothing in this clause will prevent either party from seeking urgent interlocutory

14- Termination

Without prejudice to a Party’s right under the Agreement, either Party may terminate

this Agreement by providing 90 days’ written notice without need for any reason.

Without prejudice to a Party’s rights under the Agreement, either Party may terminate this Agreement by written notice to the other if the Party receiving the notification:
- fails to observe any term of this Agreement; and
- fails to rectify this breach to the satisfaction of the notifying Party, following the expiration of 30 days’ written notice of the breach being given by the notifying Party to the other Party.
To the extent permitted by law, either Party may terminate this Agreement upon the happening of an Insolvency Event affecting the other party.
Upon termination of this Agreement, any Fees payable by the Client to Indi Recruitment in respect of any period prior to the Termination Date must be paid by the Client within seven (7) days after the Termination Date.
Termination of this Agreement does not affect any:
- Work Orders entered into prior to termination, unless otherwise agreed in writing by the Parties;
- any claim by either party in respect of expenses incurred in respect of the period prior to termination; or
- other Claims which either party have against the

15- Goods and services tax

Unless expressly stated otherwise in this Agreement, all amounts payable or consideration to be provided under this Agreement are exclusive of GST.
If GST is payable on any supply made under this Agreement, for which the consideration is not expressly stated to include GST, the recipient agrees to pay to the supplier an additional amount equal to the GST payable at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. However:
- the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note;
- if an adjustment event arises in respect of the supply, the additional amount must be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment; and
- this clause (b) does not apply to the extent that the GST on the supply is payable by the recipient under Division 84 of the GST
If a party is required under this Agreement to indemnify another party, or pay or reimburse costs of another party, that party agrees to pay the relevant amount less any input tax credits to which the other party (or to which the representative member for a GST group of which the other party is a member) is entitled.
If an amount payable under this Agreement is to be calculated by reference to:
- the price to be received for a taxable supply then, for the purposes of that calculation, the price is reduced to the extent that it includes any amount on account of GST; and
- the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition.
For the purposes of this clause 15:
- a term which has a defined meaning in the GST Act has the same meaning when used in this clause 15;
- “GST Act” means the A New Tax System (Goods and Services Tax) Act 1999

(Cth); and

each periodic or progressive component of a supply to which section 156-5(1) of the GST Act applies will be treated as though it is a separate supply.

16- Notices

Notices may be provided for the purposes of this Agreement by:

Personal hand delivery to the recipient; or
Postal to the address of the recipient (noting that it will be treated as having been received on the seventh business day after posting); or
Sending an email to the recipient’s nominated email address (noting that it will be treated as received when it enters the recipient’s information system, unless an automatic ‘out of office’ or ‘undeliverable’ reply is received by the party that sent the correspondence).

The parties addresses for service are as included in this Agreement or as otherwise notified from time to time.

17- No partnership, joint venture, agency or employment relationship

The parties enter into this Agreement and intend to perform it as independent contractors and nothing in this Agreement constitutes the relationship of employer and employee between the Client and Indi Recruitment or between the Client and Indi Recruitment’s personnel.
This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. It is the express intention of the Parties that any such relationships are denied.
Neither Party will have, nor represent that it has, any authority to make any

commitments on the other Party’s behalf.

18- General

Force majeure

Neither Party has any liability under or may be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances of Force Majeure which were not reasonably foreseeable.
The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
If such circumstances continue for a continuous period of more than 45 days, either Party may terminate this Agreement by written notice to the other Party.

Amendment of these General Conditions

From time to time, Indi Recruitment may amend these General Conditions by providing no less than one month written notice detailing any amendments and the date to which the variation shall take place (the “Variation Effective Date”).
The Client may at any time prior to the Variation Effective Date advise Indi Recruitment in writing that it does not agree to such a variation, acting reasonably. The Parties’ shall meet in good faith to resolve the matter. If the matter is not able to be resolved, the General Conditions shall remain unchanged for the duration of the Agreement, unless otherwise varied by mutual agreement between the Parties..

Assignment

Subject to clauses 3(b) and 18.3(c), the Client must not assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party.
The Client may assign and transfer all its rights and obligations under this Agreement, provided that the assignee undertakes in writing to Indi Recruitment to be bound by the Client’s obligations under this Agreement.
Either party may subcontract its rights and obligations under this Agreement provided that it remains fully liable for the acts and omissions of its subcontractors.

Entire agreement

The Agreement contains the whole agreement between the Parties in respect of the subject matter of the agreement.
Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
The parties acknowledge and agree that no further terms and conditions can be imposed except where mutually agreed in writing by the Parties’ in writing.

Counterparts

This Agreement may be executed electronically, in any number of counterparts which together will constitute one and the same instrument and the date of the Agreement will be the date on which it is executed by the last party.

Construction

The Parties have participated jointly in the negotiation of this Agreement. In the case of any ambiguity or question of interpretation, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any of the provisions of this Agreement.

Waiver

No failure or delay in exercising any right, power or privilege under this Agreement will impair the same or operate as a waiver of the same nor may any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.
The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

Further assurance

Each Party to this Agreement must at the request and expense of the other do all things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and will not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

Law and jurisdiction

This Agreement takes effect, is governed by, and will be construed in accordance with the laws from time to time in force in the jurisdiction set out in the Letter of Engagement. The Parties submit to the non-exclusive jurisdiction of the courts within the jurisdiction set out in the Letter of Engagement..

Order of Precedence

If there are any ambiguity or discrepancies between the Letter of Engagement and these General Conditions, the Letter of Engagement shall take precedence over any such ambiguity to the extent of any inconsistency or ambiguity

Survival of Expiry or Termination of the

Notwithstanding the expiry or termination of the Agreement, the following clauses shall survive the expiration or termination of the Agreement: 6.1, 6.3, 6.4, 6.6, 6.7, 7.2(a), 7.3(a), 8(j), 10, 11, 12.1, 12.3, 14(d), 15, 18.4, 18.7, 18.9, 18.10, 18.11,18.12, and any other clause that, by its nature, should survive termination.

Credit Risk Check

From time to time, Indi Recruitment may conduct credit checks to assess the Client’s ability to meet its payment obligations under this Agreement. The Client must provide any information reasonably required for this purpose. All information provided will be treated as strictly confidential and will only be disclosed to reputable third-party credit reporting agencies (such as Illion or Equifax) for the sole purpose of preparing a credit risk report.