1 Transport Recruitment Ltd (the "Company")
2 Sample Company (the "Client")
(collectively referred to as "the parties")
A The Company locates, selects and refers Candidates for permanent
employment or engagement by the client as an independent contractor
("Candidate" or "Candidates") to client organisations.
B The Client requires the Company to refer Candidates to it on
the following terms and conditions ("Terms and Conditions").
These Terms and Conditions apply to all referrals of Candidates
for employment or engagement as an independent contractor, subject
to any variation recorded in writing and agreed to by the parties.
2. ADDITIONAL AND IMPLIED TERMS
2.1 These Terms and Conditions, subject to any addition or variation
as provided under clause 1, comprise all of the terms, representations
and warranties between the parties and supersedes all prior discussions
and agreements covering the subject matter of this agreement.
2.2 All implied terms, conditions or warranties are excluded
from this contract to the fullest extent permitted by the law.
2.3 All representations, warranties or commitments made by a
Company agent or representative must be first authorised in writing
by a manager or person of authority in the Company. The Company
shall not be bound by any unauthorised statement.
3.1 The Client will pay a fee calculated in accordance with these
Terms and Conditions if a Candidate referred to or interviewed
by the Client for any position by the Company, is employed as
an employee or engaged as an independent contractor by:
(a) the Client; or
(b) any other person or organisation to which the Candidate is
referred by the Client
within the period commencing on the initial referral or interview
and expiring six (6) months after the most recent referral or
3.2 For the purposes of this clause 3, "Candidate"
includes any person contained in a submission or short list made
by the Company to the Client, even though the person may be presented
independently to the Client.
3.3 The fee payable by the Client will be as agreed (exc GST)
of the starting annual salary, at the commencement of his or her
employment or engagement by the Client or by the other person
3.4 Where the Client briefs the Company to provide services on
a "client-paid basis" (e.g. for client paid advertising,
psychometric assessments), this is additional to the fee paid
in accordance with clause 3.1 above. The Company and the Client
will agree to the fee to be paid for these additional services
before they are provided.
4.1 The Client will pay all charges (plus GST) which are invoiced
by the Company, and all agreed advertising costs invoiced by the
Company within seven (7) days of receipt of a Company invoice.
The Company may charge interest calculated on a daily basis at
5% above its own bank's base lending rate if payment is not made
by due date.
4.2 For the avoidance of doubt, any payments to be made under
this Agreement are exclusive of GST (if any) and any GST must
be added and paid by the person to whom the goods or services
4.3 The Company may vary the interest rate at any time by notifying
4.4 A claim or dispute raised by the Client does not entitle
the Client to set-off against, or withhold payment of, any money
owed to the Company.
4.5 The cost of recovering any debt owed to the Company by the
Client shall be met by the Client.
5.1 The following guarantees apply only where all money owing
under these Terms and Conditions has been paid.
5.2 Except as provided in this clause 5, the Client is not entitled
to recover any money from the Company.
5.3 If the Candidate is dismissed by the Client for cause or
leaves during the period of three (3) months the Company will
endeavour to procure a suitable replacement Candidate.
5.4 If a suitable replacement Candidate is not found by the Company
within one (1) month a credit will be given by the Company to
the Client to be offset against future fees (if any) which may
become payable by the Client to the Company. Credits will be calculated
in the following manner:
(a) 100% of the fee if the Candidate leaves in the first month;
(b) 75% of the fee if the Candidate leaves in the second month;
(c) 50% of the fee if the Candidate leaves in the third month;
6. TESTING, REFERENCE CHECKING AND SUITABILITY
6.1 The Company will test and reference check Candidates when
the Company considers it appropriate and practicable to do so.
6.2 The Company will use its best endeavours to make known to
the Client the Candidate's employment records, qualifications
and salary requirements as accurately and objectively as possible.
The Company will not be liable for any untrue statements or misrepresentations
made by the Candidate.
6.3 Except where the Company is precluded by the Candidate or
by law, the Company will not withhold any information about a
Candidate which might adversely affect the Client.
7.1 The Client:
(a) has absolute discretion as to the employment or engagement
of a Candidate; and
(b) is responsible for all acts and omissions of the Candidate;
(c) is responsible for all remuneration or fees payable to the
7.2 The Company will not be liable for any loss, damage or expense
suffered by the Client resulting from the acts or omissions of
a Candidate or from any delay or failure by the Company to refer
a Candidate to the Client.
7.3 The Client indemnifies the Company against any loss, damage
or expenses suffered by the Company arising from the referral
of, or any acts or omissions of, any Candidate or the Client,
or arising from any breach of these Terms and Conditions.
7.4 The provisions of this clause 7 continue to bind the parties
after these Terms and Conditions have ceased to apply.
8. NATURE OF RELATIONSHIP BETWEEN CLIENT AND CANDIDATE
8.1 The parties acknowledge that if a Candidate is employed by
the Client, the Client becomes the employer of the Candidate and
will be responsible for complying with all legislation (including
but not limited to the Employment Relations Act 2000 and the Health
and Safety in Employment Act 1992) relating to employers and employees.
8.2 If the Client enters directly into an independent contract
agreement with the Candidate, the Client will be responsible for
any contractual obligations or liabilities arising under that
9. NEGOTIATION OF INDIVIDUAL EMPLOYMENT AGREEMENTS FOR PERMANENT
9.1 If the Client requests the Company to draft the Candidate's
employment agreement, the Client's offer of employment to a Candidate
must set out in writing, the terms and conditions of employment
as set out in section 65 of the Employment Relations Act 2000.
The Client must also ensure that the provision of the written
offer to the Company is given within reasonable time so that the
Candidate has the opportunity to seek independent advice prior
to signing the employment agreement.
10. 1 The Company will keep confidential all information imparted
to the Company by the Client which relates to the business of
the Client and which the Client declares is confidential.
10. 2 All information in respect of a Candidate is confidential
information imparted to the Client for the sole purpose of enabling
the Client to determine whether the Candidate is suitable for
employment. The Client will keep such information confidential
and will not use it for any other purpose.
11. GOVERNING LAW
11. 1 These Terms and Conditions are governed by New Zealand
11. 2 These Terms and Conditions are binding on, and for the
benefit of, the successors of the Client and the successors and
assigns of the Company.
11.3 The Client may not assign this agreement without the prior
written consent of the Company.
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