Terms & Conditions

Recitals

A. Decipher Bureau will make Introductions to the Client.
B. The Client may engage the Applicant as an Employee to perform services for the Client.
C. The parties have agreed that this Agreement will govern their agreement about the search and placement of the Employee with the Client.

Governing Law

New South Wales, Australia

Operative Provisions

ACCEPTANCE OF TERMS OF THIS AGREEMENT
1. The terms of this Agreement are accepted by the Client if they:
  - (a) accept receipt of an Applicant’s resume; or
  - (b) interview an Applicant following an Introduction, from Decipher Bureau.
2. For the avoidance of doubt, the failure of the Client to execute this Agreement is not a bar to its enforcement.
TERM AND TERMINATION
1. This Agreement commences on the Commencement Date or when the events referred to in clause 1.1 occur.
2. This agreement shall continue until termination in accordance with clause 2.3.
3. Either party may terminate this Agreement if:
  - (a) it gives the other party two weeks’ written notice of termination;
  - (b) the other party breaches this Agreement, and, if capable of being cured, fails to remedy the breach within 7 days of receiving a notice specifying the breach and requiring it to be remedied; or
  - (c) the other party has a receiver or administrator appointed over it or any parts of its business or assets, or make arrangements with its creditors, ceases to carry on business, or becomes a bankrupt.
THE INTRODUCTION
1. The Introduction is confidential and for the exclusive use of the Client.
2. 3.2The use or disclosure of the Introduction by the Client to another employer or employment service provider, which results in an engagement of the Applicant, renders the Client liable to payment of the Placement Fee as detailed in this Agreement.
compliance with the law
1. In performing its obligations under this Agreement, the Client agrees to comply with:
  - (a) all relevant laws in force at the time of the Agreement, including, but not limited to, laws relating to occupational health and safety, anti-discrimination and privacy; and
  - (b) to the extent relevant, all State and Federal industrial awards and agreements.
CONFIDENTIAL INFORMATION
1. The Client acknowledges that all information it receives from Decipher Bureau, whether written or verbal, is confidential and the Client will not use that information for any purpose or disclose it to any person except for the purposes and to the extent contemplated by this Agreement and with the written consent of Decipher Bureau.
2. The responsibility for the protection of the Client’s confidential information and intellectual property lies solely with the Client. Decipher Bureau is not liable for any claim arising directly or indirectly from the use or disclosure of the Client’s confidential information and intellectual property.
SUITABILITY OF APPLICANTS
1. Decipher Bureau will use its best endeavours to ensure the suitability of an Applicant selected by Decipher Bureau on behalf of a Client.
2. Decipher Bureau does not verify the authenticity or accuracy of references or documentation concerning an Applicant’s skills, qualifications and general integrity.
3. The Client will obtain any necessary work permits and satisfy any medical requirements or qualifications required by law. The Client will base any decision to engage an Applicant wholly on its own enquiries and judgement.
GOODS AND SERVICES TAX (GST)
1. All consideration payable under this Agreement is exclusive of GST.
2. To the extent that a supply made under this Agreement by a party constitutes a taxable supply the consideration expressed elsewhere in this Agreement as payable or to be provided in relation to that supply will automatically increase to include an additional amount on account of GST.
PLACEMENT FEES (Excluding GST)
1. The Placement Fee payable to Decipher Bureau by the Client for the introduction of an Applicant is an amount equal to a percentage of the candidate’s first year’s gross annual guaranteed remuneration package.
2. For the purposes of this agreement the gross annual remuneration package shall include; all other benefits or allowances which represent remuneration in other forms such as superannuation, Company car, vehicle allowance, guaranteed bonuses and commission paid by the Client.
3. The fee schedule net of GST is as follows:
  
  Category Annual Salary Package Fee Percentage (ex GST)
  
  A Up to $99,999 15%
  
  B $100,000 - $199,999 20%
  
  C $200,000 + 25%
  
  (a) The fee will be payable if an Applicant represented by Decipher Bureau is hired within twelve (12) months of referral by the Client or by any third party to whom the Client has directly or indirectly introduced the Applicant to.
PAYMENT TERMS
1. Invoices are raised upon the applicant verbally accepting the client’s verbal or written offer of employment either. Payment terms are strictly fourteen (14) days from date of invoice. Interest may be charged on any amount outstanding after fourteen (14) days from date of invoice at a rate of 12% per annum, and shall accrue daily until the outstanding balance is paid in full.
ADVERTISING
1. If an advertising campaign is requested and agreed between Decipher Bureau and the Client, the Client will be charged at a pre-determined cost for the specific advertisement.
2. Where the Client cancels an advertisement, they will be liable for any costs associated with the cancellation.
REPLACEMENT GUARANTEE
1. Should a full time employee placed by Decipher Bureau cease to be employed by the Client prior to the expiration of the twelve (12) week probationary period, Decipher Bureau undertakes to provide a replacement at no additional fee.
2. If Decipher Bureau is unsuccessful in sourcing a replacement Applicant in a reasonable period of time of no less than six (6) weeks, a credit note will be issued:
  - (a) Within 4 weeks of commencement – a full credit note
  - (b) Within 5 – 8 weeks of commencement, a credit note to the value of 50% of the placement fee;
  - (c) Within 9 – 12 weeks of commencement, a credit note to the value of 25% of the placement fee;
  - (d) This credit note is valid for a period of 6 months from the date the employee ceases to be employed by the Client.
3. This guarantee clause is enforceable, subject to the following:
  - (a) the Client notifies Decipher Bureau in writing within seven (7) days of the termination;
  - (b) the termination is not due to retrenchment or redundancy;
  - (c) the original consultancy fee was paid to Decipher Bureau in accordance with the payment terms of this agreement;
POLICE CHECKS
1. Decipher Bureau will not conduct any police checks on Applicants unless directed in writing to do so by the Client. If such a request is made, Decipher Bureau will be reimbursed by the Client for all reasonable costs incurred by Decipher Bureau in conducting such checks.
INDEMNITY
1. The Client agrees to indemnify and keep Decipher Bureau indemnified against any and all actions, claims, demands, regulatory proceedings, damages, liabilities and costs or expenses arising from out of or in respect of Decipher Bureau’s management of the placement and the introduction/appointment of an Applicant to the client, provided that Decipher Bureau acts reasonably in fulfilling its obligations pursuant to this agreement.
2. Decipher Bureau does not accept any liabilities for loss or damage whatsoever or however occasioned to the Client whether of negligence or otherwise and without limiting the generality of the foregoing loss or damage shall include loss of profits or physical injury to any person or persons which results directly or indirectly from any act or omission on the part of any Applicant or on the part of Decipher Bureau.
DISPUTE RESOLUTION CLAUSE
1. The parties agree that:
  - (a) if a dispute arises out of or relates to this Agreement, or the breach, termination, validity or subject matter thereof, or as to any claim in tort, in equity or pursuant to any domestic or international statute or law, the parties to the agreement and the dispute expressly agree to endeavour in good faith to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC) before having recourse to arbitration or litigation;
  - (b)a party claiming that a dispute has arisen, must give written notice to the other parties to the dispute specifying the nature of the dispute;
  - (c)on receipt of the notice specified in (a), the parties to the dispute must within seven (7) days of receipt of said notice seek to resolve the dispute;
  - (d)if the dispute is not resolved within seven (7) days, or within further period as the parties agrees, then the dispute is to be referred to ACDC;
  - (e)mediation shall be conducted in accordance with ACDC Mediation Guidelines which terms are hereby deemed incorporated; and
  - this clause shall not merge upon completion.
VARIATION
1. Any variation to this Agreement must be in writing and signed by the parties.
miscellanious
1. 16.1This Agreement is governed by the laws applicable in NSW. The parties submit to the non-exclusive jurisdiction of the Courts of that State and the Commonwealth of Australia in respect of all matters or things arising out of this Agreement.
entire agreement
1. The parties acknowledge and agree that this Agreement:
  - (a) constitutes the entire understanding of the parties concerning the subject matter of this Agreement;
  - (b) supersedes all prior communications, representations, agreements, understandings and negotiations between the parties; and
DEFINITIONS
1. The following words have these meanings in this Agreement unless the contrary intention appears.
  “Applicant” means any person seeking or eligible to be engaged with a Client as an Employee.
  
  “Client” means any person who, from time to time, requires an Applicant to be engaged as an Employee.
  
  “Commencement Date” means the date set out in the Details.
  
  “Employee” means an Applicant who is engaged by the Client to provide services as a result of the Introduction.
  
  “GST” means goods and services tax payable under the GST Legislation.
  
  “GST Legislation” means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related legislation passed by the Federal Government.
  
  “Introduction” means the introduction of an Applicant by Decipher Bureau to the Client.
  
  “Party” means either or both of Decipher Bureau and the Client.
  
  “Person” includes any natural person, company, partnership, association, business, or other organisation of any description.
  
  “Placement Fee” means the fee calculated in accordance with clause 8.

Category	Annual Salary Package	Fee Percentage (ex GST)
A	Up to $99,999	15%
B	$100,000 - $199,999	20%
C	$200,000 +	25%