Candidate

TERMS OF BUSINESS
AGREEMENTS MADE BETWEEN THE CANDIDATE (USER) AND BE FOUND PTY LTD

1. DEFINITIONS

"Agreement" means this deed, (including the recitals, schedules, appendices and exhibits to it), as it may later be amended or supplemented by the parties in writing;
"Candidate" means a user seeking to promote themselves using the BeFound database to become an actual or potential employee presented by BeFound.
"Employer" means the client wishing using BeFound database to find and indentify a potential employee
"Employee" means an actual or potential employee presented by BeFound.
"GST" means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.
"GST Law" has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"Placement" means that the Client has made offer of employment to a BeFound candidate listed and identified on BeFound.com.au which has been accepted by the candidate.
"Tax" means any tax, levy, charge, franchise, impost, duty, fee, rate, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency and includes capital gains tax, fringe benefits tax, income tax, value added tax, goods and services tax, sales or use tax, training guarantee levy, profits tax, undistributed profits tax, payroll or employment tax, group tax, PAYG or PAYE withholding tax, land tax, import or customs duty, excise, municipal rates, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.

1. By registering on BeFound.com.au you agree to be bound by all the terms and conditions of use.
2. Once BeFound have contacted you about a specific position you agree not to contact the Employer directly under any circumstances. Further more you accept and acknowledge that all communication between you and the Employer must be through BeFound.com.au

1. You accept and allow BeFound.com.au to display your anonymous profile on BeFound.com.au. This profile will be anonymous and will not contain your personal or contact information.
2. You accept and allow for BeFound to contact you by e-mail, SMS or by phone. BeFound will contact you when an employer requests to view your Full Profile (which includes your name and referee details).
3. You accept and agree that BeFound may contact you about other work opportunities that BeFound may be aware of. You accept and allow BeFound to contact you about any such opportunities that are pertinent to your skills and previous working experience. These working opportunities may or may not be associated to employers registered on BeFound.com.au.
4. Please refer to your Privacy Policy for more information.

4. PERMANENT ENGAGEMENTS

Where the Candidate seeks to find permanent employment using BeFound.com.au in order to promote their profile, it is herein agreed that:

1. All communication must be directed through BeFound.
2. The candidate will not make any direct contact with the Employer outside of the arranged interview.
3. Any offer of employment, and negotiations must be made direct through BeFound.
4. If the Candidate receives a direct offer from the Employer they must inform BeFound within 24 hours of the offer being made and supply a copy of the offer document to BeFound.
5. Once placement has been confirmed and the Candidate has accepted the offer, the candidate acknowledges that they become and Employee of the Employer and that the Employee is then subject to the Employers Terms and Conditions of employment.

5. CONTRACT ENGAGEMENTS

Where the Candidate seeks to find contract or casual employment using BeFound.com.au in order to promote their profile, it is herein agreed that:

1. BeFound provides a platform upon which The Candidate is able to upload and promote their professional profile on the BeFound database allowing potential Employers to search and shortlist.
2. BeFound makes no warranty regarding the truth and accuracy of information provided by Employers within their Position Descriptions.
3. All communication must be directed through BeFound.
4. The candidate will not make any direct contact with the Employer outside of the arranged interview.
5. Any offer of employment, and negotiations must be made direct through BeFound.
6. If the Candidate receives a direct offer from the Employer they must inform BeFound within 24 hours of the offer being made and supply a copy of the offer document to BeFound.
7. Once a contract placement is confirmed the candidate agrees to accept the following contract terms and will enter into such terms with the agency defined by BeFound.
   1. The contractor will not be employed as a PAYG employee of the agency appointed by BeFound
   2. The contractor cannot enter into the assignment as Sole Trader
   3. The contractor must either:
      1. Use the contractor management company assigned by BeFound and the Agency
      2. Use a contractor management which must comply with the general terms and condition defined in the example contract below
      3. Be a company contractor, having access to a Pty Ltd Company through which they are able to work as an independent contractor.

      AGREEMENT BETWEEN THE CONTRACTOR PREFERRED OPERATOR AND THE AGENCY

      This Agreement is entered into as of the "Commencement Date" listed in the Schedule

      BETWEEN:	THE APPOINTED AGENCY
      		"Agency"
      AND:	THE CONTRACTOR SO DESCRIBED IN THE SCHEDULE
      		"Contractor"
      AND:	THE PREFERRED OPERATOR SO DESCRIBED IN THE SCHEDULE
      		"Preferred Operator"

       

      RECITALS:

      A.	THE AGENCY provides a service where THE AGENCY provides consultants to its clients on a contracting basis.
      B.	The Contractor will provide the Preferred Operator to provide services to THE AGENCY's clients pursuant to this Agreement.
      C.	The parties wish to enter this Agreement to record the arrangements between them.

       

      OPERATIVE:

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      1. THE SERVICES

      1. The Contractor will provide the Services for the Term so described in the Schedule.
      2. The Preferred Operator will provide the Services for the Term so described in the Schedule on behalf of the Contractor.
      3. Except where this Agreement states to the contrary, THE AGENCY will not seek to direct or control the manner in which the Contractor or the Preferred Operator performs the Services for the Client.

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      2. OUR RELATIONSHIP

      1. All parties hereby agree and acknowledge that the Preferred Operator and the Contractor are not employees of THE AGENCY.
      2. Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the parties.
      3. All parties hereby agree that THE AGENCY bears no responsibility for any employee entitlements, including, but not limited to, superannuation and Workcover contributions.
      4. The Contractor hereby agrees and undertakes to be responsible under any law as the employer, principal or contracting party with the Preferred Operator.
      5. All parties hereby agrees that THE AGENCY is not responsible for sickness pay, holiday pay, long service leave or other similar entitlements to the Preferred Operator or the Contractor to which the Preferred Operator or the Contractor may be entitled.
      6. All parties hereby agree that the Contractor shall be liable for all debts and obligations incurred or imposed upon the Contractor or Preferred Operator in carrying out its obligations under this Agreement, and that THE AGENCY shall not be responsible for those debts or obligations.

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      3. YOUR OBLIGATIONS

      3.1 Negotiations between the Preferred Operator and the Contractor
      
      In order to maintain the integrity of THE AGENCY’s service, and subject to clause 4.2:

      1. the Contractor agrees that the Contractor will not:
         1. at any time during the continuance of this Agreement, negotiate any services agreement, agency, employment or contractual provision of services with the Preferred Operator except if the Contractor engages THE AGENCY to negotiate such services agreement, agency, employment or contractual provision on its behalf; and
         2. during the period of 6 months after termination of this Agreement, for any reason whatsoever, negotiate any services agreement, agency, employment or contractual provision of services with the Preferred Operator, except if the Contractor engages THE AGENCY to negotiate such services agreement, agency, employment or contractual provision on its behalf.
      2. the Preferred Operator agrees that the Preferred Operator will not:
      1. at any time during the continuance of this Agreement, negotiate any services agreement, agency, employment or contractual provision of services with the Contractor or the Client subject to clause 4.2; and
      2. during the period of 6 months after termination of this Agreement, for any reason whatsoever, negotiate any Services agreement, agency, employment or contractual provision of services with the Contractor or the Client subject to clause 4.2.

      3.2 Professional Behaviour
      
      The Preferred Operator hereby agrees and undertakes to be responsible for ensuring it possesses the necessary qualifications, registrations, experience, references and any other conditions of being engaged by the Client or as may be required by any law.

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      4. FEES

      4.1 Rate

      1. Subject to clause (c) and (d), THE AGENCY will pay the Contractor at the Rate so described in the Schedule.
      2. The Rate may be charged daily (where the amount owed will be calculated by the daily rate multiplied by the days the Services was provided) or otherwise.
      3. No amount will be payable by THE AGENCY to the Contractor, if, within thirty one (31) days of the commencement of any agreement or engagement between the Client, the Contractor and the Preferred Operator, THE AGENCY is reasonably satisfied that the Contractor or the Preferred Operator is guilty of non-performance of the Services, or professional misconduct in providing the Services.
      4. If THE AGENCY is reasonably satisfied that the Contractor or the Preferred Operator is guilty of non-performance of the Services, or professional misconduct in providing the Services, the Contractor and the Preferred Operator will not be entitled to any payment from the date of non-performance or professional misconduct, and the Contractor and Preferred Operator hereby agree to terminate any agreement with the Client.

      4.2 Training Fee

      1. At the sole discretion of THE AGENCY, THE AGENCY may pay the Contractor the "Training Fee" at the Rate so described in the Schedule.
      2. The Training Fee is equal to one day at the Rate calculated daily.
      3. If THE AGENCY elects to pay the Contractor the Training Fee, the Training Fee will only be payable:
         1. if the agreement between the Client and the Contractor and Preferred Operator is for more than 6 months.
         2. if training is reasonably necessary for the Preferred Operator to complete the Services on behalf of the Contractor.
         3. once for any arrangement between the Client, the Contractor and the Preferred Operator (to avoid any confusion, if the term of any agreement between the Client, the Contractor and the Preferred Operator expires, and a new agreement is entered into, the Training Fee will not be payable for that new agreement).

      4.3 Opt Out Fee

      1. The Preferred Operator may terminate this Agreement and negotiate a new agreement with either the Client or the Contractor if the Preferred Operator pays THE AGENCY the "Opt Out Fee".
      2. The Opt Out Fee is calculated at 10% of the annual amount paid to the Preferred Operator under this Agreement at the Rate so described in the Schedule.

      4.4 Timesheet

      1. The Preferred Operator must provide to THE AGENCY and the Contractor a weekly Timesheet.

      4.5 Invoicing

      1. All parties hereby agree and acknowledge that the Preferred Operator will be paid by the Contractor under separate arrangement.
      2. The Contractor must submit a tax invoice to THE AGENCY fortnightly. The tax invoice must contain a description of the Preferred Operator, the Invoice Period, the Rate and the amount outstanding.
      3. No money will be due and owing under this agreement until, as described in clauses (a) and (b) above, a tax invoice has been submitted pursuant to clause 13. To avoid confusion, any amount listed in a tax invoice as described in clauses (a) and (b) above will not be due and owing by THE AGENCY if there has been a breach of clause 13.
      4. Any payment due to the Contractor by THE AGENCY will be paid fortnightly, in arrears. The first payment due by THE AGENCY to the Contractor will be paid on the fourth Wednesday after the Commencement Date.
      5. Any payment to THE AGENCY of the Opt Out Fee must be deposited into THE AGENCY’s nominated bank account or paid to THE AGENCY by another method approved by THE AGENCY within 14 days after the Client and the Preferred Operator execute any agreement.
      6. The Preferred Operator hereby acknowledges and agrees that interest at the rate of 7% per annum will be due and payable in respect of any invoice which is not paid in accordance with the terms of payment described in this Agreement.
      7. The Preferred Operator hereby acknowledges and agrees that it will be liable for any reasonable costs THE AGENCY incurs in pursuing the Preferred Operator for outstanding invoices, including legal costs on an indemnity basis.

      4.6 GST

      1. Any consideration or amount payable under this Agreement, including any non-monetary consideration (as reduced in accordance with paragraph (e) if required) ("Consideration") is exclusive of GST.
      2. If GST is or becomes payable on a Supply made under or in connection with this Agreement, an additional amount ("Additional Amount") is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on that Supply as calculated by the party making the Supply ("Supplier") in accordance with the GST Law.
      3. The Additional Amount payable under paragraph (b) is payable at the same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice immediately after the time of payment of the Additional Amount.
      4. If for any reason (including, without limitation, the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under paragraph (b):
         1. the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate;
         2. the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and
         3. the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within 7 days after receiving such notification, as appropriate. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event.
      5. Despite any other provision in this Agreement:
         1. if an amount payable under or in connection with this Agreement (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise ("Amount Incurred"), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred; and
         2. no Additional Amount is payable under paragraph (b) in respect of a Supply to which section 84-5 of the GST Law applies.

      Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of a GST Group of which the party is a member is entitled.

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      5. CONFIDENTIALITY

      5.1 Confidential Information
      "Confidential Information" means all technical and other information and know-how, including all information and know-how in an eye or machine readable form or other format, disclosed or given to a party from any source in respect of or incidental to:

      1. the intellectual property rights; and
      2. any other information disclosed or given to a party which is declared by the disclosing party to be Confidential Information,

      5.2 Access

      1. The Contractor and the Preferred Operator severally acknowledge that in the course of performance of this Agreement, they may obtain access to or become aware of Confidential Information which is or may be of commercial value to THE AGENCY and the Client.

      5.3 Disclosure

      1. The Contractor and the Preferred Operator severally covenant and undertake that they will not, during the continuance of this Agreement (except in the proper course of performing its responsibilities under this Agreement or as required by law or by THE AGENCY or by the Client) use or disclose to any person any Confidential Information of or relating to the Client's or THE AGENCY's business where the Confidential Information has been acquired or which has or may come into the Contractor's or the Preferred Operator's knowledge during this Agreement.

      5.4 After Termination

      1. The Contractor and the Preferred Operator severally covenant and undertake for the benefit of THE AGENCY and the Client, that they will not at anytime after termination or expiration of this Agreement, except in the proper course of performing their responsibilities under this Agreement or as required by law or by the Client, disclose or use any information which is:
         1. Confidential Information;
         2. information of a confidential nature;
         3. information peculiar to the Client; and
         4. information that has been tabulated, collated, organised, written, recorded or otherwise preserved in a tangible form by the Client or THE AGENCY or the Contractor or the Preferred Operator having been developed by the Client or THE AGENCY or the Contractor or the Preferred Operator for the purpose this Agreement.

      5.5 Return of Material
      
      Immediately after the expiration or termination of this Agreement, wherever possible, the Contractor and the Preferred Operator must return to the Client all information and documents to the Client produced by or which relate to the Client.

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      6. INTELLECTUAL PROPRETY

      6.1 Improvements Vest in Licensor
      
      In the event that during the Term, the Contractor or the Preferred Operator develops any Improvements, the Contractor or the Preferred Operator shall notify THE AGENCY of the nature of the same and the mode of carrying out the Improvements with practical effect provided always that the Contractor or the Preferred Operator hereby irrevocably agrees to enter into any agreement with the Client as required by the Client to:

      1. grant to the Client the right to apply for any incident of intellectual property rights available in respect of that Improvement and in connection with such application, the Contractor or the Preferred Operator shall:
         1. make supply and assist in the preparation of all models plans drawings or specifications necessary or convenient for the proper understanding or development of the Improvements;
         2. grant and do all things necessary to give effect to an assignment of the Intellectual Property Rights in respect of the Improvements to the Client; and
      2. assign, transfer and set over absolutely to the Client all right, title and interest to the Improvements including all Claims as they relate to the Improvements.

      6.2 All Improvements are Confidential
      
      In the event that such Improvements are not capable of being protected, the Contractor or the Preferred Operator shall treat the Improvements as confidential and shall refrain (without the written consent of THE AGENCY) from disclosing to any other person the nature of the Improvement or any documents or other information acquired by the Contractor or the Preferred Operator in the course of developing the Improvement or from using such document or information for any purpose.

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      7. INSURANCE

      1. The Contractor hereby agrees and undertakes obtain and maintain throughout the Term adequate insurance for both the Contractor and the Preferred Operator (including public liability and professional indemnity) with a reputable insurer for all aspects of the provision of the Services.
      2. The Contractor hereby agrees and undertakes to obtain and maintain adequate Work Cover and Injury insurance for both the Contractor and the Preferred Operator with a reputable insurer for all aspects of the provision of the Services.
      3. The Contractor hereby agrees and undertakes to provide to THE AGENCY Certificates of Currency for all Insurances.

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      8. TERMINATION

      1. This Agreement may be terminated at any time by any party by written notice subject to the Notice Period so described in the Schedule.
      2. THE AGENCY may terminate this agreement if:
         1. THE AGENCY reasonably believes that any directors, officers, or employees of the Contractor or Preferred Operator have committed an act of professional misconduct in providing services similar to the Services;
         2. THE AGENCY is reasonably satisfied that the Contractor or the Preferred Operator is guilty of non-performance of the Services, or professional misconduct in providing the Services;
         3. The Client terminates the agreement or engagement between the Client, the Contractor and the Preferred Operator;
      3. This Agreement may be terminated by any party without notice if:
         1. Any other party shall enter into bankruptcy or liquidation, except for voluntary liquidation for the purpose of reconstruction; or
         2. Any other party commits a breach of any of the terms of this Agreement.

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      9. INDEMNITY

      1. The Contractor and the Preferred Operator are responsible for any Claim that may arise in relation to the Services.
      2. The Contractor and the Preferred Operator hereby indemnify and hold harmless THE AGENCY, its officers, employees, agents and contractors against Claims by any person against THE AGENCY as a result of or in any way in connection with (whether directly or indirectly) any act, conduct, omission or negligence on the part of either the Client or the Preferred Operator whatsoever.
      3. The Contractor and the Preferred Operator agree that the indemnity provided under this clause survives termination (whether by the Client, the Preferred Operator or THE AGENCY) of this Agreement.
      4. As far as permissible by law, in no event will THE AGENCY be liable to the Contractor or the Preferred Operator for any indirect or consequential loss or damage or expense including loss of revenue, loss of profit, loss of use, loss of financial opportunity or economic loss whether arising out of a breach of this Agreement or otherwise, at law, under any statute or in equity.
      5. Without limiting the above, THE AGENCY may impose a fee upon the Contractor or Preferred Operator up to four weeks pay at the Rate to recoup any extra-ordinary fee imposed upon THE AGENCY by the Client.

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      10. WAIVER

      1. The non-exercise of or delay in exercising a right of a party shall not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by notice, signed by the parties to be bound by the waiver.
      2. Any waiver of a single breach of any provision of this Agreement shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.

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      11. AMENDMENTS
      
      This Agreement, including, without limitation, the Term so described in the Schedule, may be amended in writing signed by all parties.

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      12. PROPER LAW, JURISDICTION

      12.1 Choice of Law
      
      This Agreement is governed by and construed in accordance with the laws of Queensland, Australia.

      12.2 Submission to jurisdiction
      
      Each party irrevocably submits to the non-exclusive jurisdiction of such court for the purpose of any such action, suit or proceeding under this Agreement.

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      13. NOTICES
      
      Any document (including any Timesheet under clause 4.4 or tax invoice under clause 4.5) required to be delivered to THE AGENCY must be delivered within the Notice Period so described in the Schedule.

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      14. DEFINITIONS
      
      "Agreement" means this deed, (including the recitals, schedules, appendices and exhibits to it), as it may later be amended or supplemented by the parties in writing;
      "Claim" means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, Right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent;
      "GST" means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.
      "GST Law" has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
      "Improvements" means any improvement, modification, enhancement, derivative, application or use of any intellectual property rights of the Client conceived, created or arising during or subsequent to the Preferred Operator's access to the intellectual property of the Client.
      "Package" means base salary plus superannuation entitlements, fringe benefits and any other benefits provided by the Client whatsoever.
      "Timesheet" means any document, either electronic or hard copy that records the Services work performed by the Preferred Operator for the Client.
      "Tax" means any tax, levy, charge, franchise, impost, duty, fee, rate, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency and includes capital gains tax, fringe benefits tax, income tax, value added tax, goods and Services tax, sales or use tax, training guarantee levy, profits tax, undistributed profits tax, payroll or employment tax, group tax, PAYG or PAYE withholding tax, land tax, import or customs duty, excise, municipal rates, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.

    

   Employer

   TERMS OF BUSINESS
   AGREEMENTS MADE BETWEEN THE EMPLOYER AND BE FOUND PTY LTD

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   1. DEFINITIONS
   
   

   "Agreement" means this deed, (including the recitals, schedules, appendices and exhibits to it), as it may later be amended or supplemented by the parties in writing;
   “Client” means the Employer wishing using BeFound database to find and indentify a potential employee
   “Employer” means the Client wishing using BeFound database to find and indentify a potential employee
   "Employee" means an actual or potential employee presented by BeFound.
   "GST" means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.
   "GST Law" has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
   "Placement" means that the Client has made offer of employment to a BeFound candidate listed and identified on BeFound.com.au which has been accepted by the candidate.
   "Tax" means any tax, levy, charge, franchise, impost, duty, fee, rate, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency and includes capital gains tax, fringe benefits tax, income tax, value added tax, goods and services tax, sales or use tax, training guarantee levy, profits tax, undistributed profits tax, payroll or employment tax, group tax, PAYG or PAYE withholding tax, land tax, import or customs duty, excise, municipal rates, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.

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   2. GENERAL
   
   1. By registering on BeFound.com.au you agree to all of our terms and conditions and the privacy policy.
   2. By uploading your company logo, you give BeFound.com.au permission to display the logo on the homepage (denoting you as ‘an active employer’ whenever you are logged in and searching or browsing the BeFound.com.au candidate database.
   3. You agree to the fees and payment structure defined below and accept that payment of fees is not negotiable and fees and non-refundable.

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   3. PERMANENT ENGAGEMENTS
   

   Where the Client seeks to engage a permanent employee using the BeFound database, it is herein agreed that:

   1. The Company provides a platform from which The Client is able to search for and shortlist potential candidates and employees.
   2. The Company makes no warranty regarding the truth and accuracy of information provided by candidates.
   3. The Client must provide a full and detailed job description to the Company before a full candidate profile is released to the Client
   4. The Client will not make any attempt to contact candidates, presented by the Company, directly or without express permission from the Company
   5. All communication must be directed to the Company.
   6. Any offer of employment must be made direct to the Company.
   7. The Client agrees to pay the Company a finder’s fee based on the following:
      1. The finder’s fee is $500.00
      2. The finder’s fee is subject to GST at 10%
      3. The finder’s fee is payable within 28 days of formal acceptance
      4. The Client hereby acknowledges and agrees that interest at the rate of 7% per annum will be due and payable in respect of any invoice which is not paid in accordance with the terms of payment described in this Agreement.
   8. The finders fee will not be refunded under any circumstances
   9. No replacement guarantee is offered.

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   4. CONTRACT ENGAGEMENTS
   
   Where the Client seeks to engage a contractor or casual contract employee using the BeFound database, it is herein agreed that:

   1. The Company provides a platform from which The Client is able to search for and shortlist potential candidates and employees.
   2. The Company makes no warranty regarding the truth and accuracy of information provided by candidates.
   3. The Client must provide a full and detailed job description to the Company before a full candidate profile is released to the Client
   4. The Client will not make any attempt to contact candidates, presented by the Company, directly or without express permission from the Company
   5. All communication must be directed to the Company.
   6. Any offer of employment must be made direct to the Company.
   7. The client agrees to accept the following contract terms and will enter into such terms with the agency defined by BeFound.

   AGREEMENT BETWEEN THE CLIENT AND THE AGENCY FOR CONTRACTOR SERVICES

   This Agreement is entered into as of the "Commencement Date" listed in the Schedule

   BETWEEN:	THE AGENCY SO DESCRIBED IN THE SCHEDULE
   		"Agency"
   AND:	THE CLIENT SO DESCRIBED IN THE SCHEDULE
   		"Client"

   RECITALS:

   A.	THE AGENCY provides a service where THE AGENCY provides consultants to its Clients on a contracting basis.
   B.	The Client wishes to engage THE AGENCY to provide contractors.
   C.	The Preferred Operator will be the contractors on behalf of THE AGENCY.
   D.	The parties wish to enter this Agreement to record the arrangements between them.

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   OPERATIVE:

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   1. THE AGENCY'S SERVICES

   1. THE AGENCY will provide the Services for the Term so described in the Schedule.
   2. The Preferred Operator will provide the Services for the Term so described in the Schedule on behalf of THE AGENCY.
   3. Except where this Agreement states to the contrary, THE AGENCY will not seek to direct or control the manner in which the Preferred Operator performs the Services for the Client.Operator performs the Services for the Client.

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   2. OUR RELATIONSHIP

   1. The Client and THE AGENCY acknowledge and agree that the Client shall be liable for all debts and obligations incurred or imposed upon the Client in carrying out its obligations under this Agreement, and that THE AGENCY shall not be responsible for those debts or obligations.
   2. Nothing in this Agreement shall be construed as establishing or implying any partnership, joint venture or agency between the parties.

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   3. OBLIGATIONS

   3.1 Negotiations between the Preferred Operator and the Client
   
   In order to maintain the integrity of THE AGENCY’s service, and subject to clause 4.2 the Client agrees that the Client will not:

   1. Discuss or disclose the contract charge rate with the Preferred Operator
   2. at any time during the continuance of this Agreement, negotiate any service agreement, agency, employment or contractual provision of services with the Preferred Operator except if the Client engages THE AGENCY to negotiate such service agreement, agency, employment or contractual provision on its behalf; and
   3. during the period of 6 months after termination of this Agreement, for any reason whatsoever, negotiate any service agreement, agency, employment or contractual provision of services with the Preferred Operator, except if the Client engages THE AGENCY to negotiate such service agreement, agency, employment or contractual provision on its behalf.

   3.2 Professional Behaviour

   The Client hereby agrees and undertakes to be responsible for ensuring that the Preferred Operator possesses the necessary qualifications, registrations, experience, references and any other conditions of being engaged by the Client or as may be required by any law.

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   4. FEES

   4.1 Rate

   1. The Client must pay THE AGENCY at the Rate so described in the Schedule.
   2. The Rate may be charged daily (where the amount owed will be calculated by the daily rate multiplied by the days the Services was provided) or otherwise.

   4.2 Finder's Fee

   1. If under clause 3.1 THE AGENCY negotiates an agreement between the Client and Preferred Operator, the Client must pay THE AGENCY the Finder's Fee.
   2. The Finder's Fee is calculated as follows:
      1. Where the agreement between the Client and Preferred Operator is reached within the first 12 months of the operation of this Agreement, the Finder's Fee will be equal to 10% of the Package;
      2. Where the agreement between the Client and Preferred Operator is reached within the first 24 months of the operation of this Agreement, the Finder's Fee will be equal to 5% of the Package;
      3. Where the agreement between the Client and Preferred Operator is reached after the first 24 months of the operation of this Agreement, there will be no Finder's Fee.
   3. Any payment to THE AGENCY of the Finder's Fee must be deposited into THE AGENCY’s bank account within 14 days after the Client and the Preferred Operator execute any agreement.

   4.3 Invoicing

   1. THE AGENCY will provide to the Client a weekly invoice for serviced performed by the Preferred Operator.
   2. Any payment to THE AGENCY for the Rate must be deposited into THE AGENCY's nominated bank account or paid to THE AGENCY by another method approved by THE AGENCY within the Invoicing Period so described in the Schedule
   3. The Client hereby acknowledges and agrees that interest at the rate of 7%p.a. will be due and payable in respect of any invoice which is not paid in accordance with the terms of payment described in this Agreement.
   4. The Client hereby acknowledges and agrees that it will be liable for any costs THE AGENCY incurs in pursuing the Client for outstanding invoices, including legal costs on an indemnity basis.

   4.4 GST

   1. Any consideration or amount payable under this Agreement, including any non-monetary consideration (as reduced in accordance with paragraph (e) if required) ("Consideration") is exclusive of GST.
   2. If GST is or becomes payable on a Supply made under or in connection with this Agreement, an additional amount ("Additional Amount") is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on that Supply as calculated by the party making the Supply ("Supplier") in accordance with the GST Law.
   3. The Additional Amount payable under paragraph (b) is payable at the same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice immediately after the time of payment of the Additional Amount.
   4. If for any reason (including, without limitation, the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under paragraph (b):
      1. the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate;
      2. the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and
      3. the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within 7 days after receiving such notification, as appropriate. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event.
   5. Despite any other provision in this Agreement:
      1. if an amount payable under or in connection with this Agreement (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise ("Amount Incurred"), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred; and
      2. no Additional Amount is payable under paragraph (b) in respect of a Supply to which section 84-5 of the GST Law applies.Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of a GST Group of which the party is a member is entitled.
         

   Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of a GST Group of which the party is a member is entitled.

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   5. CONFIDENTIALITY

   5.1 Confidential Information
   "Confidential Information" means all technical and other information and know-how, including all information and know-how in an eye or machine readable form or other format, disclosed or given to a party from any source in respect of or incidental to:

   1. the Intellectual Property Rights; and
   2. any other information disclosed or given to a party which is declared by the disclosing party to be Confidential Information,

   5.2 Access

   THE AGENCY acknowledges that in the course of performance of this Agreement, it may obtain access to or become aware of Confidential Information which is or may be of commercial value to the Client.

   5.3 Disclosure

   THE AGENCY covenants and undertakes that it will not, during the continuance of this Agreement (except in the proper course of performing its responsibilities under this Agreement or as required by law or by the Client) use or disclose to any person any Confidential Information of or relating to the Client's business where the Confidential Information has been acquired or which has or may come into THE AGENCY's knowledge during this Agreement.

   5.4 After Termination

   THE AGENCY covenants and undertakes for the benefit of the Client, that it will not at anytime after termination or expiration of this Agreement, except in the proper course of performing their responsibilities under this Agreement or as required by law or by the Client, disclose or use any information which is:

   1. Confidential Information;
   2. information of a confidential nature;
   3. information peculiar to the Client; and
   4. information that has been tabulated, collated, organised, written, recorded or otherwise preserved in a tangible form by the Client or THE AGENCY or the Preferred Operator having been developed by the Client or THE AGENCY or the Preferred Operator for the purpose this Agreement.

   5.5 Return of Material
   
   Immediately after the expiration or termination of this Agreement, wherever possible, THE AGENCY must return to the Client all information and documents to the Client produced by or which relate to the Client.

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   6. INTELLECTUAL PROPRETY

   6.1 Improvements Vest in Licensor
   
   In the event that during the Term THE AGENCY develops any Improvements, THE AGENCY shall notify the Client of the nature of the same and the mode of carrying out the Improvements with practical effect provided always that THE AGENCY hereby irrevocably:

   1. grants to the Client the right to apply for any incident of intellectual property rights available in respect of that Improvement and in connection with such application, THE AGENCY shall:
      1. make supply and assist in the preparation of all models plans drawings or specifications necessary or convenient for the proper understanding or development of the Improvements;
      2. grant and do all things necessary to give effect to an assignment of the Intellectual Property Rights in respect of the Improvements to the Client; and
   2. assigns, transfers and sets over absolutely to the Client all right, title and interest to the Improvements including all Claims as they relate to the Improvements.

   6.2 All Improvements are Confidential
   
   In the event that such Improvements are not capable of being protected, THE AGENCY shall treat the Improvements as confidential and shall refrain (without the written consent of the Client) from disclosing to any other person the nature of the Improvement or any documents or other information acquired by THE AGENCY in the course of developing the Improvement or from using such document or information for any purpose.

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   7. INSURANCE

   THE AGENCY hereby agrees and undertakes obtain and maintain throughout the Term adequate insurance for both THE AGENCY and the Preferred Operator (including public liability and professional indemnity) with a reputable insurer for all aspects of the provision of the Services.

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   8. TERMINATION

   1. This Agreement may be terminated at any time by any party by written notice subject to the Notice Period so described in the Schedule.
   2. This Agreement may be terminated by any party without notice if:
      1. Any other party shall enter into bankruptcy or liquidation, except for voluntary liquidation for the purpose of reconstruction; or
      2. Any other party commits a breach of any of the terms of this Agreement

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   9. INDEMNITY

   1. The Client is responsible for any Claim that may arise in relation to the Services.
   2. The Client hereby indemnifies and holds harmless THE AGENCY, its officers, employees, agents and contractors against Claims by any person against THE AGENCY as a result of or in any way in connection with (whether directly or indirectly) any act, conduct, omission or negligence on the part of either the Client or the Preferred Operator whatsoever.
   3. The Client agrees that the indemnity provided under this clause survives termination (whether by the Client or THE AGENCY) of this Agreement.
   4. As far as permissible by law, in no event will THE AGENCY be liable to the Client for any indirect or consequential loss or damage or expense including loss of revenue, loss of profit, loss of use, loss of financial opportunity or economic loss whether arising out of a breach of this Agreement or otherwise, at law, under any statute or in equity.
      

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   10. WAIVER

   1. The non-exercise of or delay in exercising a right of a party shall not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by notice, signed by the parties to be bound by the waiver.
   2. Any waiver of a single breach of any provision of this Agreement shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision.
      

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   11. AMENDMENTS
   
   This Agreement, including, without limitation, the Term so described in the Schedule, may be amended in writing signed by all parties.

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   12. PROPER LAW, JURISDICTION

   12.1 Choice of Law
   
   This Agreement is governed by and construed in accordance with the laws of Queensland, Australia.

   12.2 Submission to jurisdiction
   
   Each party irrevocably submits to the non-exclusive jurisdiction of such court for the purpose of any such action, suit or proceeding under this Agreement.

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   13. DEFINITIONS
   
   "Agreement" means this deed, (including the recitals, schedules, appendices and exhibits to it), as it may later be amended or supplemented by the parties in writing;
   "Claim" means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, Right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent;
   "GST" means a goods and services tax, or a similar value added tax, levied or imposed under the GST Law.
   "GST Law" has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
   "Improvements" means any improvement, modification, enhancement, derivative, application or use of any intellectual property rights of the Client conceived, created or arising during or subsequent to the Preferred Operator's access to the intellectual property of the Client.
   "Package" means base salary plus superannuation entitlements, fringe benefits and any other benefits provided by the Client to the Preferred Operator.
   "Tax" means any tax, levy, charge, franchise, impost, duty, fee, rate, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency and includes capital gains tax, fringe benefits tax, income tax, value added tax, goods and services tax, sales or use tax, training guarantee levy, profits tax, undistributed profits tax, payroll or employment tax, group tax, PAYG or PAYE withholding tax, land tax, import or customs duty, excise, municipal rates, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.