Effective December 2009

Caretakers is a division of Cliodhna Rae & Associates (The Firm) specialising in the search for Executive, Management and Technical staff in Travel, Tourism & Hospitality since 1981.

1. DEFINITIONS AND INTERPRETATIONS

In this agreement, the following words have the following meaning except where the context otherwise requires:

"The Firm" means Cliodhna Rae & Associates P/L (ACN 004 235 402) trading as Caretakers Australia.

"Business Day" means a day in which banks are open in Melbourne (except Saturdays and Sundays).

"Candidate" means a person introduced by The Firm to the client for the purpose of permanent, contract or temporary work.

"Client" means the client of The Firm and includes any related company or business of the client.

"Introduce" means notifying the client that a candidate is available for employment by the client.

2. INCONSISTENCY

These terms and conditions; unless otherwise agreed in writing by The Firm, govern the relationship between The Firm and the client. If the client and The Firm enter into any other formal agreement, these terms and conditions will form part of such other formal agreement, provided that if there is any inconsistency between these terms and conditions and the other formal agreement, the terms of the other formal agreement will prevail to the extent of such discrepancy. These terms and conditions cannot be modified or varied without the prior written consent of The Firm. Unless otherwise agreed in writing by The Firm, these terms and conditions apply on and from the date of the engagement by the client in any manner whatsoever for and on behalf of the client.

3. ACCEPTANCE

The client accepts these terms and conditions by either:

1. signing a copy of this agreement and returning it to The Firm
2. approving an advertisement;
3. of receipt of a candidate's personal details either verbally or written;
4. interviewing or offering engagement to a candidate introduced by The Firm; or
5. paying and invoice from The Firm

3. REASONABLE CARE

The Firm will take reasonable care in supplying a candidate to the client with the apparent ability to carry out the services required by the client. However, it is the client that makes the final decision.

4. PROVISION OF INFORMATION

The Firm requests all candidates to provide information on their qualifications, experience and skills and uses reasonable endeavours so as to provide suitable candidates to the client based on this information. If requested by the client, The Firm will provide the client with details of the qualifications and references of the candidate. The client agrees that The Firm will not be liable if the candidate or his or her references have provided inaccurate, misleading or fraudulent information regarding the candidate's qualifications, experience and skills. The client acknowledges that it is the client's sole responsibility to make the final assessment as to the suitability of any candidate introduced by The Firm and as to whether such candidate has the necessary skills, qualities and the capabilities to perform the services require by the client.

5. SAFE WORK PLACE

The client will at all times and at its own cost provide a safe workplace for the candidate and comply with all statutory requirements and maintain legally required occupational health and safety standards for the workplace. The client will be responsible for obtaining any work and other permits and ensuring that the candidate satisfies any medical requirements of other qualifications.

The client will advise The Firm immediately of any changes to the scope, type or duration of the work required to be completed by and contractor or temporary staff.

The client will be responsible for the supervision and work of the contractor or temporary staff member while the contractor or temporary staff member is on the client's site.

6. ENGAGEMENT BY CLIENT AND PAYMENT

The client will notify The Firm in writing upon engaging any candidate introduced by The Firm, or upon a third party engagement of a candidate as a result of an introduction of such candidate by the client to the third party, and will provide The Firm immediately on request with all such information as The Firm may enable The Firm to calculate the fees and charges payable by the client to The Firm. All invoices issued by The Firm to the client will be payable by the client within (7) seven business days of the date of the invoice.

If the client does not pay any monies to The Firm when such monies are due and payable, then in addition to any other rights that The Firm may have the client will pay interest to The Firm at the rate being 4% higher than the rate prescribed the current Reserve Bank of Australia Cash Rate, And The Firm may discontinue the services of the candidate to the client for any period that such monies are due and payable.

7. REASONABLE RESTRICTION

The client agrees that it will not, without the prior written consent from The Firm, within (12) twelve months after the last day that the candidate provided services to the client, whichever is the latter, as a principle or for any other person, induce, solicit, canvass or encourage or attempt to solicit, induce, canvass or encourage the candidate to provide services directly or indirectly to the client.

The client acknowledges and agrees that given the nature of the business of The Firm, the restrictions contained in these terms and conditions are reasonable and the only effective, fair and reasonable manner in which the interests of The Firm can be protected.

8. PERMANENT FEES

Not withstanding clause 7 of these terms and conditions, if within (12) twelve months after the introduction of the candidate to the client, or within (12) twelve months after the last day that the candidate provided services to the client, whichever is the later, the client (any third party who engages a candidate as a result of an introduction of such candidate by the client to the third party) wishes to and does engage the candidate in any capacity whatsoever (including whether permanent, part time or temporary, as employee or independent candidate) or to provide services directly to the client, the client will immediately notify The Firm in writing of the fact and of the total salary package payable to the candidate and the client will pay to The Firm the "permanent fee" as set out below:

The total salary package "includes without limitation salary, bonuses, commissions, vehicle allowances", loans, superannuation, health insurance and any other benefit or whatsoever nature payable to the candidate in the first (12) twelve months of the candidate's service with the client.

The fee covers all normal recruitment searches, advertisements on Seek.com.au and Mycareer.com.au and assessment costs. Specialised advertising and/or testing, if requested, will incur extra expenses charged at a cost.

If the client fails to or is unwilling to supply the details of the total salary package to The Firm or fails to notify The Firm of the engagement of the candidate or if the total salary package is not able to be calculated, the permanent fee payable by the client to The Firm is to be calculated by The Firm based on what The Firm considers applicable in accordance with the prevailing total salary package in the market for an employee in a substantially similar position as the candidate engaged by the client.

All Part time or appointments for a period of less than 365 days will be calculated "pro rata" with our minimum charge being $3000.00 + GST.

If a cancellation of the assignment occurs after the candidate referral has taken place we are entitled to charge a fee for all expenses incurred.

Should the client engage more than one (1) candidate introduced by The Firm, either for the same job as advertised or any other job within the organization, within a 30 day period then The Firm will charge the client a recruitment fee based on the salary package, at a discount of 30% on the usual placement fee.

9. CONTRACTORS OR TEMPORARY STAFF

The provision and engagement of any contract worker or temporary staff will be pursuant to an agreement between The Firm and the client. The Firm will author any such agreement and will present this agreement to the client for perusal and execution within (7) seven days of commencement of the contract worker. Such agreement will take precedence over all other representations whether written and/or verbal.

Contractors supplied by The Firm are deemed to be under the direction, care and control of the client. The client will be responsible for any acts, errors or omissions of the contractor be they willful, negligent or otherwise as though the contractor were a member of the client's own staff and shall comply with all statutes, regulations and legal requirements as such.

If the client wishes to engage any candidate for a specific task or project then, unless The Firm otherwise agrees in writing with the client, that candidate shall be deemed to be a contractor or temporary staff and the terms in this agreement which apply to contractors and temporary staff shall apply to that candidate for the duration of the specific task or project.

If the client engages a temporary or contract worker through The Firm and the client then wishes to employ that candidate on a permanent basis (or within (6) six months of the candidate being the last assigned to the client) The Firm will reduce the recruitment fee by 1% for every (3) three months the person has been temporarily or contractually assigned to the client, to a minimum of 5% of the candidate's salary.

There shall be no guarantee period for the engagement of contractors or temporary staff when converting to permanent employment.

10. TIME SHEET

The client will pay the hourly contract rate of The Firm (the fees) for all hours worked by the candidate and will promptly sign weekly time sheets of the candidate in order to enable the candidate to forward such time sheets immediately to The Firm. The failure to sign or forward time sheets will not preclude The Firm from charging in full for time worked by the candidate calculated by The Firm as The Firm deems appropriate.

All reasonable costs and expenses incurred by The Firm or the candidate in providing the services to the client will be itemized on The Firm's invoice in addition to the fees that would be payable by the client to The Firm and are payable in the same manner as the fees are payable.

11. LIMITATION OF LIABILITY

To the extent permitted by law, The Firm will not be liable to the client, or to any party who deals with the client, for any loss or damage of whatsoever nature, direct or indirectly without limitation loss of profits or other consequential loss, however caused whether arising from directly or indirectly as a result of the engagement of the candidate with the client, or with the failure of the candidate to report to work at any time, or as a result of the services provided by the candidate to the client, or the negligence, misconduct or lack of skill of any candidate of as a result of the conduct of the candidate's personnel.

The client agrees to indemnity and keep The Firm and its officers, directors, employees, candidates and agent indemnified and against all losses, damages and claims or expenses of any nature whatsoever to the engagement of the candidate with the client or to the services provided by the candidate to the client or to the failure of the candidate to report to work at any time or to the negligence misconduct or lack of skill of the candidate or to the conduct of the candidate's personnel.

The client accepts that The Firm does not make the hiring decision; this is the sole responsibility of the client.

12. GST

Prices quoted are exclusive of GST and of any local, state or commonwealth taxes, charges, levies that might apply in the place or country of purchase of supply, all of which are to be added to the price and are payable to the customer.

If any GST (within the meaning of A new tax system (Goods and Services tax) ACT 1999 (as amended from time to time), ("GST") is payable by any party ("the supplying party") in respect of any supply to the other party, then the other party is to also pay to the supplying party the amount of such GST.

Any obligation on a party to pay GST is conditional on that party receiving at the time of payment of the GST a valid tax invoice for the supply.

13. CONFIDENTIALITY

The client agrees that, except as required by law, the terms and conditions of this agreement, of any other agreement between the client and The Firm and if any matters or transactions that are discussed between the client and The Firm in relation to the matters contemplated by this agreement, will be kept strictly confidential and not disclosed to any person without the prior written consent of The Firm. All information supplied by The Firm either written or verbal is confidential and should not be disclosed to any other party without prior consent of The Firm. The client will keep all candidate information confidential and not use it for any other purpose other than the purpose for which it was provided in accordance with the Privacy Act 2001. Our Privacy Policy is available on our website www.crctraveljobs.com.au.

14. ADVERTISING

The client-paid advertising agreed to by the client will be charged and invoiced to the client by The Firm. All invoicing for client-paid advertising will be charged to the client immediately after the expense has been incurred. Any requested client paid advertising will be charged at cost and will be payable in full, within (7) days of receipt of invoice, irrespective of the outcome of the recruitment procedure.

15. EXECUTIVE SEARCH

In relation to executive searches, a fee will be negotiated with the client on an assignment basis prior to the commencement of the assignment. The fees, once agreed for such search will be payable on the following basis:

1. Commencement fee equating to 33% of the appropriate fee scale applicable to the proposed total remuneration package, payable on the commencement of the assignment. The commencement fee is non-refundable.
2. A fee equal to 33% is due following the short listed candidate interview regardless of whether an interviewee is offered the position.
3. A fee equating to the balance due by applying the appropriate fee scale to the actual total remuneration package less instalments paid to date. The fee is due immediately on the candidate's commencement of employment.

16. REPLACEMENT

Guarantee periods do not apply to contract and temporary placements. In the event of the candidate leaving the employment of the client, except for the retrenchment or change of economic conditions, change of job specification, company mergers or acquisition, unlawful dismissal, harassment or any breach of anti-discrimination legislation of the candidate, placement fee, (this does not include advertising), provided however the client has paid The Firm's fee for such candidate within seven (7) business days of the date of invoice to the client for such candidate. If a replacement is not required by the client The Firm will issue a credit note which will be valid for a (12) twelve month period based on the proportion of the (12) twelve week period worked as follows:

1. Leaving employment within (4) four weeks of commencing an assignment, a full credit note will apply;
2. Leaving employment within (5) five to (12) twelve weeks of an assignment, a credit note for the same proportion of time un-worked will apply.

Please note that The Firm will not under any circumstances provide or give refunds of any fees paid or payable by the client.

The client is permitted one (1) replacement per vacancy filled. The Firm has the exclusive rights to the replacement.

Any candidate engaged or re-hired, in whatever capacity, within (12) twelve months of their termination date will incur the original full replacement fee, plus the applicable GST.

A written request for a replacement must be made within (1) one month of the appointed candidate leaving. The replacement must be based on the original job specification.

17. REFERENCE CHECKING AND SUITABILITY

The Firm will endeavour to ensure that candidates introduced to the client are appropriate given the assignment brief provided by the client. However, The Firm will not be liable for any untrue statements or misrepresentations made by the candidate or for the accuracy or completeness of information provided by a candidate or a third party. The client is responsible for satisfying itself as to the suitability of the candidate for the position offered prior to engaging the candidate.

18. NO SET OFF

The client has no right to set off in respect of any claim that the client has or may have against The Firm in any account whatsoever.

19. GOVERNING LAW

This agreement is governed by and must be construed in accordance with the laws in the State of Victoria. The client summits 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. All fees and charges referred to in this agreement are in Australian Dollars.