Parties
These Terms of Business are between Globe 24-7 and the Client and apply in relation to the Services set out in the Proposal.
Acceptance of Terms of Business
The Client agrees that acceptance of these Terms of Business by the Client takes place when:
• there is an instruction or agreement by the Client for Globe 24-7 to commence providing the Services
• the Proposal from Globe 24-7 is signed by the Client; and/or
• the Client interviews, engages or employs a Candidate, or passes to any other person or organization the personal information pertaining to a Candidate, who is introduced to the Client by Globe 24-7.
Definitions
In these Terms of Business:
• Candidate means any person introduced to, engaged or employed by the Client as presented by Globe 24-7
• Client means a person or entity which agrees for Globe 24-7 to provide the Services to it and includes the Client’s related entities, agents and permitted assigns
Commencement Remuneration Package means the full-time equivalent remuneration package of a Candidate at the date they commence work with the Client (inclusive of superannuation or pension, site/location allowances, vehicle allowances, sign-on bonuses and other guaranteed allowances or bonuses). If a Candidate is promoted to a higher-level role or given a remuneration package increase within 3 months of their commencement date, Globe 24-7 will invoice an additional placement fee for the package amount that is above the original Commencement Remuneration Package
• Globe 24-7 means any of Globe 24-7 Pty Ltd, Globe 24-7 In, Globe 24-7 Ltd, Globe 24-7 Singapore PTE, Globe 24-7 Colombia S.A.S, Globe 24-7 Peru S.A.C or Globe24-7 do Brasil Ltda. who provides the Services to a Client, as nominated in the Proposal provided to a Client
• Confidential Information means any and all information or materials supplied by one party to the other party (including the introduction of a Candidate to the Client) that is not in the public domain and which can be considered to be confidential by Globe 24-7 or the Client
• Personnel means employees, agents or sub-contractors of a party. Any person employed by the Client as a result of the Services provided by Globe 24-7 is included within the Personnel of the Client (and not Globe 24-7)
• Placement Fee means the amount to be paid by the Client calculated from the fees stated in the Proposal based on the Commencement Remuneration Package
• Privacy Laws means the privacy laws that apply in the country from Globe 24-7 is delivering the services; and
• Services means the provision of recruitment Services by Globe 24-7 to a Client, including but not limited to advertising, search and selection services, permanent and temporary placement services, short term or labour hire services, as well as relocation, orientation, immigration, visa and permitting assistance.
Operative provisions
1. Services
1.1. Globe 24-7 will provide the Services in accordance with these Terms of Business. The Services will meet the description and requirements set out in the Proposal and Globe 24-7 will use all reasonable endeavours to meet any key performance indicators (if any) set out in the Proposal.
1.2. The Services will be provided with due care, skill and diligence and to the appropriate professional standard or in accordance with good industry practice as would be expected from a leading supplier in the relevant industry.
1.3. Globe 24-7 will ensure that its Personnel have the necessary skills, experience, training and resources to successfully deliver the Services.
1.4 If Globe 24-7 provides the Services at the premises of the Client, then Globe 24-7 will observe, and will use all reasonable endeavours to ensure its Personnel observe, the Client’s relevant procedures and policies provided that the Client has made available to Globe 24-7 the current policy or procedure.
2. Candidates
2.1. The Client agrees to notify Globe 24-7 immediately when an offer by the Client is accepted by a Candidate who was introduced by Globe 24-7 to the Client.
2.2. Once the Client agrees to employ or engage a Candidate introduced by the Globe 24-7 for any position within the Client’s organisation within 12 months of the initial introduction, the Client agrees to pay an amount calculated in accordance with the Proposal.
2.3. Introductions to Candidates are confidential. Should an introduction result in a Candidate being employed or engaged by any other division or any related or associated entity of the Client, or any other related employer, the Client will be liable to pay a fee calculated in accordance with the Proposal, as if the Candidate had been engaged by the Client.
2.4. A Candidate is referred by the Client only if that Candidate has participated in an internal recruitment process run by the Client within the previous 6 months.
2.5. If a Candidate introduced to the Client by Globe 24-7 leaves the Client’s employment within 90 calendar days from the Candidate’s start date, or another guarantee period included in the Proposal, Globe 24-7 will endeavour to find a replacement free of charge. This replacement guarantee only applies if:
• the payment terms of the invoice(s) for the placement of the Candidate have been complied with and paid in full
• Globe 24-7 has been notified in writing within 7 days of the termination; and
• the termination is for reasons other than retrenchment, redundancy, change of job description or working conditions; and
• there have been no changes made to the role originally recruited for. If changes do occur to the role originally recruited for, Globe 24-7 reserves the right to renegotiate this replacement guarantee.
Please note that:
• should the Client or any subsidiary or associated entity of the Client subsequently re-employ or re-engage the Candidate within the period of 12 calendar months from the date of termination, a full placement fee in accordance with the Proposal becomes payable to Globe 24-7; and
• the replacement guarantee relates only to the fee received by Globe 24-7 and does not extend to additional costs of employing or engaging the Candidate, which remain the responsibility of the Client (travel, relocation etc).
3. Client obligations
3.1. Once a Candidate is placed in a permanent position with the Client, the Client is the Candidate’s employer and has sole responsibility for the employee. Globe 24-7 has no liability or obligations in respect of the Client’s employees, including, without limitation, in respect of the:
• termination of employment of the employee for any reason by the Client; and
• payment of all employment related payments and entitlements. For the avoidance of doubt, if in connection with the Services, Globe 24-7 becomes liable for the payment of any:
tax or deduction (including without limitation superannuation, GST, or income tax including any PAYG withholding or fringe benefits tax); and/or
employment related payments and entitlements of a Candidate or any other individuals who were involved in the provision of the Services,
3.2. Globe 24-7 may require the Client to pay to Globe 24-7 the amount for which the Globe 24-7 is liable, and the Client agrees to indemnify Globe 24-7 against all expenses, losses, damages, penalties and costs that the Globe 24-7 may sustain or incur as a result.
3.3. The Client must provide Globe 24-7 with all information relevant and necessary to enable Globe 24-7 to provide the Services in accordance with these Terms of Business. All decisions and approvals reasonably required by the Client to enable delivery of the Services must be given within reasonable timeframes.
4. Fees
4.1. The Client agrees to pay all fees as set out and described in the Proposal, in accordance with the payment terms set out in these Terms of Business.
4.2. Unless specified otherwise in the Proposal, an invoice will be issued for:
• a Placement Fee when a Candidates accepts an offer of employment with the Client; and
• other services when each stage of the order or project has been deemed completed by Globe 24-7.
4.3. Unless specified otherwise in the Proposal, all fees shall be due and payable by the Client within 14 days from the date of the invoice. Globe 24-7 may charge interest on any amount outstanding after 14 days at the rate of 2% of that outstanding amount per calendar month. The Client must also pay any expenses incurred by the Globe 24-7 in the collection of any outstanding amounts owing by the Client to the Globe 24-7 including legal costs or charges from a debt collection agency.
4.4. Unless specified otherwise in the Proposal, all invoices will be expressed in US Dollars. Where required Globe 24-7 may alternatively, at its sole discretion, agree at the Client’s request to issue any, or all invoices, in other currencies. The calculation for conversion of currency from the Client’s currency will be made using the Typical Credit Card Rate conversion option on the Oanda Currency Website (www.oanda.com), using the date of invoice as the date for conversion.
4.5. In addition to the fees, Globe 24-7 may charge the Client:
• any legislated sales taxes or taxes payable for the supply of goods and / or service
• fees for any preliminary work performed or carried out for execution of the Services
• fees for any additional work required to be done as a result of the Client changing any instructions regarding the Services; and
• approved on-charged expenses incurred by the Globe 24-7 on behalf of the Client, including any taxes on those expenses, plus a 10% administration fee.
4.6. All Fees payable under these Terms of Business are exclusive of any applicable goods and services tax or sales, excise, transaction or withholding taxes (Transaction Taxes). The Client is responsible for any relevant Transaction Taxes and withholding amounts and will ensure that Globe 24-7 receives payment of cash equal to the fees in accordance with these Terms of Business. In the event that the Client is unable to make any required internal adjustments for local taxes and withholding amounts and these costs are required to be borne by Globe 24-7, the Client gives authority to Globe 24-7 to increase the fees as necessary to cover any applicable Transaction Taxes applicable to the Services so that Globe 24-7 receives the full Fee, after deducting and paying any applicable Transaction Taxes.
5. Intellectual property and confidential information
5.1. Each party retains ownership of any pre-existing materials. Globe 24-7 grants to the Client a free, irrevocable, perpetual and worldwide licence for the Client to use, copy and distribute Globe 24-7’s pre-existing and new materials to the extent necessary for the Client to gain the intended benefit of the Services.
5.2. A party may disclose information to another party that is confidential (Confidential Information). Each party must not disclose Confidential Information to anyone else or use it for any other purpose. This clause does not affect information that is required to be disclosed by law or is already in the public domain.
6. Work, health and safety
6.1. If Personnel of Globe 24-7 are required to work at premises of the Client in order to deliver the Services, the Client will ensure that its premises and work practices comply with all applicable work health and safety laws and that its work practices and procedures do not breach any applicable equal opportunity or anti-discrimination legislation. To the extent they are not inconsistent Globe 24-7’ s statutory obligations or policies, Globe 24-7 shall comply with those of the Client’s work, health and safety policies as notified by the Client to Globe 24-7 from time to time and updated as required.
6.2. The Client shall take appropriate regard to, and accepts all liability for, the health, safety and welfare of Globe 24-7 Personnel when working at Client Premises. The Client will allow Globe 24-7 to periodically and with reasonable prior notice inspect the work area of Globe 24-7 Personnel and work with Globe 24-7 to make appropriate adjustments as Globe 24-7 believes reasonably necessary. Globe 24-7 reserves the right to suspend Services until any identified risks have been adequately addressed.
7. Liability and indemnities
7.1. Globe 24-7 makes every effort to maintain a high standard of Candidates and to provide proper details of their qualifications and experience. However, as these details are based on information provided to Globe 24-7- by the Candidate, their referees, and other third party organizations as relevant, Globe 24-7 is not liable for any errors, omissions, inaccuracies or incorrect conclusions. Clients are responsible for the final recruitment decision and must satisfy themselves as to the suitability of the Candidate.
7.2. The parties agree:
• Globe 24-7 is not liable for any loss, damage, costs or compensation (whether direct or indirect) which may be suffered by the Client, or for which the Client may become liable, arising from:
the introduction by Globe 24-7 of Candidates (or delay in any such introduction)
the failure of a Candidate to accept an offer of employment; or
any act or omission of Contingent Personnel while under the direction, supervision and control of the Client.
• Each party must indemnify the other party and keep the other party indemnified against any losses (including liabilities of the other party to third parties), costs and expenses reasonably incurred or directly arising out of or in connection with:
any negligent act or omission by it; or
any material breach of a term of these Terms of Business.’
• The Client indemnifies Globe 24-7 in respect of all losses, liabilities, costs or claims arising from or in any way related to:
the acts or omissions of a Candidate, including the failure of a Candidate to perform his or her duties
personal injury or death of a Candidate, or any other person howsoever arising from, or related to the performance by a Candidate of his or her obligations; and
damage to any property arising from, or related to the performance by a Candidate, of his or her obligations.
• Neither party shall be liable to the other party in respect of any incidental, indirect or consequential loss or damage suffered by the other party or any third party under these Terms of Business. The liability of a party under these Terms of Business shall be reduced to the extent that the other party caused or contributed to the loss or damage.
8. Privacy
8.1. Each party agrees to comply with the terms of the Privacy Laws regarding personal information and not to use personal information except for the purpose of engaging or considering a Candidate to provide services to the Client.
8.2. Each party must ensure that before disclosing any personal information to the other party, the party is entitled to disclose that information. Globe 24-7 may use and disclose such information for the purpose of providing recruitment services under these Terms of Business.
8.3. If a party becomes aware of any breach or alleged breach of the Privacy Laws concerning information disclosed by Globe 24-7 to the Client or by the Client to Globe 24-7, then the party must notify the other party immediately and comply with any reasonable directions of the other party with respect to such breach.
9. Termination
9.1. A party may terminate these Terms of Business immediately by written notice to the other party (effective on receipt of this notice) if:
• the other party breaches a material provision of these Terms of Business and that failure or breach
is incapable of remedy; or
is capable of remedy and the other party does not remedy such failure or breach within 30 days after that party receives a written notice requiring the breach to be remedied; or
• the other party becomes insolvent.
9.2. Either party may terminate these Terms of Business without cause upon providing 6 months written notice to the other party.
9.3. On termination or expiry of these Terms of Business, all sums outstanding or incurred by the Client shall become immediately due and payable to Globe 24-7.
10. Non-Solicitation of Globe 24-7 employees
10.1. For the duration of these Terms of Business and for a period of 6 months afterwards, the Client, any related entity to the Client or a new supplier of services the same as, or similar to, the Services to the Client, shall not and shall not attempt to, solicit, entice away or make an offer of employment to the Globe 24-7 Personnel, without the express permission of Globe 24-7. Any approval by Globe 24-7 under this clause shall be subject always to the payment by Client to Globe 24-7 of a placement fee equal 30% of the total annual salary package offered by the Client to the relevant Personnel. The placement fee will be invoiced by Globe 24-7 at the time of acceptance of the offer of employment by the Personnel and will be payable by the Client within 14 days of the date of the invoice.
11. Modern Slavery
11.1. Each party agrees that, in relation to the provision or receipt of Services under these Terms of Business, it and its subcontractors and employees, shall:
• take all reasonable steps to ensure there is no modern slavery in its supply chains or in any part of their business operations. For the purposes of this clause, modern slavery includes slavery, servitude, child labour, forced labour, human trafficking, debt bondage and slavery like practices;
• implement due diligence procedures to ensure that there is no modern slavery in its supply chains or operations;
• notify the other party as soon as it becomes aware of any actual or suspected modern slavery in a supply chain which has a connection with these Terms of Business; and
• permit the other party to audit compliance with this clause, but not more than once per calendar year.
12. Anti-bribery and corruption
12.1. Globe 24-7 must:
• ensure that neither it nor any of its Personnel will accept any payment or gift or other comply with all applicable anti-bribery and anti-corruption legislation that is applicable
• maintain and enforce its own policies and procedures, including adequate procedures to ensure compliance with all applicable anti-bribery and anti-corruption legislation; and
• use all reasonable endeavours to ensure that its Personnel comply with this clause.
13. Dispute Resolution
13.1. Any dispute arising in connection with these Terms of Business which cannot be settled by negotiation between the parties or their representatives shall be submitted to arbitration. During such arbitration, both parties may be legally represented. Prior to referring a matter to arbitration under this clause 4.17, the parties shall in good faith explore the prospect of mediation.
14. Force majeure
14.1. Globe 24-7 will not be liable for any loss or damage suffered by the Client due to any delay, breach or default under these Terms of Business in circumstances where such delay, breach or default results from causes beyond Globe 24-7’s reasonable control, including but not limited to, any breach or default under these Terms of Business by the Client, compliance with any laws, regulations, orders, acts, instructions or priority requests of governments, fires, floods, earthquakes, strikes, breakdowns, embargos, wars, acts of terrorism, riots, theft, crime, or delay or inability to obtain labour, electricity, or other essential supplies from Globe 24-7’s usual sources.
14.2. Any delay resulting from any such cause will immediately extend the date for the performance by the Globe 24-7 of any obligation under these Terms of Business by the period of the delay, in which event the Client will take, if necessary, steps to secure payment for the Services.
15. Notices
15.1. Any notice to be given to a party shall be in writing and shall be sent by post or e-mail to the address of that party as shown in the proposal or as subsequently notified by that party to the party giving the notice and shall be deemed to have been given:
• if by email, on the day that the email was sent; and
• if by post, on the day that is two business days from the date of postage.
16. Variations
16.1. The parties may agree to vary these Terms of Business by mutual agreement recorded in writing.
17. Use of logos
17.1. The Client agrees to Globe 24-7 using the Client’s logo for internal and external marketing purposes of Globe 24-7. This may include displaying the Client’s logo on Globe 24-7’s external website and including the logo in internal and external presentations or documents. External communications of logos may include presentations to potential Globe 24-7 clients (including tender responses), the analyst community and during Globe 24-7 earnings calls. Globe 24-7 will at all times ensure that presentation of the logo by Globe 24-7 conforms with the Client’s brand guidelines and any other requirements as notified by the Client to Globe 24-7.
18. Priority
18.1. In the event of inconsistency between these Terms of Business and the Proposal then the Proposal shall take precedence.
19. Governing law
19.1. These Terms of Business will be governed by and in accordance with the laws in force from time to time in the country, state, province or territory in which the Client’s order is placed and the parties agree to submit to the jurisdiction of the courts of that country, state, province or territory.
20. Entire Agreement
20.1. This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by these Terms of Business and has no further effect.
21. Severability
21.1. Any provision of these Terms of Business which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this agreement enforceable, unless this would materially change the intended effect of these Terms of Business.
