1. General

The whole of the Agreement between Keep Consulting Group Pty Limited t/as Soulidify ABN 28 113 684 638 and/or any related bodies corporate, including any trading through separate trading names (“Soulidify”), and the Client Employer (“Client”) are those set out in these Terms and Conditions as amended from time to time and those, if any, which are implied and which cannot be excluded by law (“Terms”). Any other contractual terms of the Client which are contrary to or inconsistent with these Terms shall not apply nor shall they constitute a counter-offer. These terms supersede any previous terms or agreements provided.

2. Acceptance of Terms

The acceptance of candidate details or interviewing of the candidate or engagement of the candidate introduced by Soulidify, or passing to any third party of personal information pertaining to a candidate introduced to the Client by Soulidify will constitute the Client’s acceptance of these terms, even if they have not signed or endorsed these terms and returned a copy to Soulidify.

3. Engagement of Candidate

The Client will immediately notify Soulidify where a candidate that Soulidify has introduced to the Client accepts an engagement with the Client. Once the Client agrees to engage a candidate introduced by Soulidify for any position within the organisation, even if the introduction is made indirectly, whether as an employee or any other capacity, within twelve months of the initial introduction, the client agrees to pay Soulidify an amount calculated in accordance with the fee schedule set out below.

4. Onward Referral

Introductions made are confidential, and you may not disclose to any other party any information relating to the introduction, the candidate or their subsequent employment without our express written consent. Should an introduction result in the engagement of a candidate, either as an employee or any other capacity, to any other division or any related or associated company or firm, or any other employer or third party where the candidate has been introduced by the Client, the Client will be liable to pay Soulidify a fee calculated in accordance with the fee schedule set out below as if the candidate has been engaged by the Client.

5. Fee for Service

5.1 The fee payable to Soulidify will be calculated as a percentage of the candidate’s gross equivalent annual remuneration package, (plus GST), which will be taken to include base salary and all other benefits or allowances which represent remuneration in other forms, such as superannuation, subsidised housing loans, bonuses, commissions etc. Motor vehicles provided to staff will be valued at a minimum of $20,000 per annum or as agreed in the package.

5.2 Where a placement is part-time the salary will be equated to the full-time equivalent and the fee shall be charged on that salary.

5.3 If the candidate is employed on a contract or temporary basis for a period of less than twelve months, the placement fee will be calculated on a pro-rata basis. Should a full-time position subsequently be offered it will be treated as a separate placement and the standard fee structure will apply.

5.4 The fee will be calculated as follows:

Should the role be commission only as an agent or business partner or any other position where salary may be commission or profit-share only a flat fee of $20,000 will apply.

5.5 If a Soulidify employee is employed by a client, the fees will be charged in accordance with the fee schedule set out above.

5.6 The fees will be paid at a time specified in any invoice issued by Soulidify to the Client. If no invoices are issued or time is stated, the placement fee will be payable within fourteen (14) days.

5.7 Time is of the essence in relation to payment, and if payment is not made in accordance with the terms, then the claimed sum may be recovered as a liquidated sum, and without prejudice to any other remedy Soulidify may:

5.7.1 Charge interest calculated daily at the rate prescribed the Supreme Court of New South Wales on each payment not paid by the due date.

5.8 The Client is in addition liable for reasonable expenses, including contingent expenses such as debt collection commission and legal costs on a full indemnity basis incurred by Soulidify for enforcement of obligations and recovery of monies due from the Client to Soulidify.

6. Suitability of Candidates

While Soulidify makes every reasonable effort to ensure the suitability of candidates, Soulidify does not accept liability for any loss, expense, damage or delay arising in connection with a candidate, irrespective of how they are caused and for any direct or consequential loss or damage resulting from a breach of contract, tort or otherwise howsoever arising. The Client will need to satisfy itself as to whether the integrity, qualifications, suitability and the relevant medical condition for the position concerned hasbeen met by the candidate. The final recruitment decision rests with the Client and the Client will indemnify Soulidify and hold harmless against all liability, loss, claims, fines, penalties and damage (including but not limited to Soulidify’s own loss and any third party claims and any legal costs on a full indemnity basis) arising out of or in connection with this agreement or any act or omission of any candidate. Reference checking will onlycarriedout at the Client’s request and delivered as per instructions.

7. Amendment of Terms

No amendment to these terms is accepted unless same is recorded in writing by Soulidify and signed by both Soulidify and the Client. Any amendment, including any reduced fee agreement or exclusivity agreement, shall not otherwise affect any portion of the terms not so amended, and if any amendment is not recorded in writing and signed, then these terms shall apply.

7.1 If an amendment of terms is signed, payment must be received by Soulidify in accordance with these terms. If payment is not received, then any amendment that requires a reduced fee shall become null and void, and Soulidify will be entitled to the full placement fee calculated in accordance with the fee schedule set out above.

7.2 Any amendment on the basis of exclusivity of the next placement requires that such placement be made or arise within six months, and if such placement does not occur such any reduction will be become null and void and the balance of the full placement fee in accordance with the fee schedule set out above will become due and payable within fourteen days.

8. Replacement Guarantee

8.1 Soulidify will offer a guarantee period, provided the original placement fee invoice has been paid within the terms of the invoice. The guarantee period is effective from the selected candidate’s date of commencement, for a period of three months. If the candidate leaves during the guarantee period, Soulidify agrees to find a replacement for the original position at no additional cost.

8.2 The guarantee only applies to the original placement and cannot be transferred to another role. To be a valid claim for the guarantee, the Client must notify Soulidify in writing within 10 working days of the candidate’s termination.

8.3 The guarantee for a replacement may be held as a credit. However, this credit must be used within a 6 month period from the date of the Client’s written notification and is only valid for the original position.

8.4 Where the Client has made a valid claim for the guarantee, and Soulidify has supplied a replacement candidate, and the placement fee that would have been payable in respect of the replacement candidate (“Replacement Candidate Fee”) is higher than the placement fee paid to Soulidify in respect of the original candidate (“Original Candidate Fee”), the Client must pay Soulidify the difference between the Replacement Candidate Fee and the Original Candidate Fee.

8.5 Where the Client has made a valid claim for the guarantee, and Soulidify has supplied a replacement candidate, and the placement fee that would have been payable in respect of the replacement candidate (“Replacement Candidate Fee”) is higher than the placement fee paid to Soulidify in respect of the original candidate (“Original Candidate Fee”), the Client must pay Soulidify the difference between the Replacement Candidate Fee and the Original Candidate Fee.

8.6 Should two candidates be placed with the same client at different times and the first candidate leaves then the second candidate cannot be taken as a replacement.

8.7 In the event of a split payment being arranged should the candidate leave prior to the last payment being received, Soulidify will only supply a replacement candidate following receipt of all outstanding payments, and the remaining payments remain due and payable.

8.8 Once a replacement candidate has been delivered, no further replacement guarantee will apply.

9. Force Majeure

Soulidify shall be released from its obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the control of the parties renders provision of the Services impossible, where all money due to Soulidify shall be paid immediately and, unless prohibited by law, Soulidify may elect to terminate the Agreement.

10. Failure to Act

Soulidify’s failure to enforce or insist upon the timely performance of any term, condition, covenant or provision in these Terms, or Soulidify’s failure to exercise any right or remedy available under these Terms or at law, or Soulidify’s failure to insist upon timely payment of monies when due or to demand payment of any charges or fees which accrue or any extension of creditor forbearance under these Terms shall not constitute a waiver of any subsequent default or a waiver of Soulidify’s right to demand timely payment of future obligations or strict compliance with the Terms.

11. Legal Construction

11.1 These Terms shall be governed by and interpreted according to the laws of New South Wales and Soulidify and the Client consent and submit to the jurisdiction of the Courts of New South Wales.

11.2 Notwithstanding that any provision of the Terms may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Terms shall continue in full force and effect.