1 Logistics & 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
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
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
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 or organisation.
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 the Client.
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
(b) 75% of the fee if the Candidate leaves in the second
(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
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
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
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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