Terms and Conditions of Business

1. Introduction

Thrive Careers is a trading name of WEBROVER Pty Ltd (ABN 32 607 465 538) ("Thrive Careers"), a candidate-focused recruitment and placement business operating across Australia.

These Terms and Conditions of Business apply where Thrive Careers introduces a Candidate to a Client for a Permanent or Part-Time role, Fixed-Term Contract or Temporary Assignment. The interview and/or employment of a Candidate introduced by Thrive Careers to the Client shall be deemed acceptance of these Terms and Conditions by the Client.

2. Permanent Placement Fee Schedule

Thrive Careers Permanent Placement charge rates are as follows:

Part-Time Positions: Our selection process is equally as in-depth and thorough for Part-Time positions. Consequently, the Permanent Placement Fee Schedule will apply to Part-Time roles where the salary level will be equated to that of a full time role and the fee calculated using the guidelines above.

Fixed-Term Contracts: Placement fees will be calculated at 25% of the Candidate's annual Salary Package and prorated in line with the length of employment contract, noting there is a minimum 6 month contract period for fee calculation purposes. An additional fee will be incurred for each and every occasion the contract is renewed or extended and the Permanent Placement Fee schedule above will apply to any Fixed-Term Contractor subsequently offered a Permanent Position.

The Replacement Policy does not apply to Fixed-Term Contracts.

Fractional Hires: Where a Candidate is engaged to work on a fractional basis, being an agreed number of hours or days per week that is less than a full-time role, the Permanent Placement Fee will be calculated by applying the applicable percentage under this Fee Schedule to the Candidate's full-time equivalent annual Salary Package, then prorating that Fee to reflect the proportion of full-time hours or days the Candidate is engaged to work. The Fee payable for a Fractional Hire will not be less than $10,000.

3. Temp-to-Perm Conditions

Should a Client offer a Thrive Careers Worker a permanent position, the Permanent Placement fees above are applicable. Subject to the fee being calculated in line with the full Permanent Placement fees schedule, the following discounts based on length of service will apply:

Furthermore, should a Client employ a former Thrive Careers Worker into a Permanent, Part-Time or Fixed-Term Contract role within 12 months of the Worker's end of employment date, then a Fee will be charged as per the relevant Thrive Careers placement fee schedules noted above.

The Replacement Policy does not apply to Temporary Placements or Temp-to-Perm Placements.

4. Retainer Assignments, Payment and Replacement Policy

Retainer Assignments

As a specialist talent partner, our optional retained delivery model is often the preferred service requested by our Clients. This option is suitable for Clients wanting dedicated and high-priority focus from Thrive Careers recruitment consultants on critical, senior-level, or hard-to-fill roles.

The Placement Fee for a Retainer Assignment is calculated at an agreed % of the Candidate's Salary Package, payable over 3 instalments:

All fees are payable within 14 days of the successful Candidate's acceptance of the offer and signing that letter of offer, which will include complete details of the Salary Package and start date. Fees are calculated as a percentage of the Candidate's gross annual Salary Package.

No Refunds

Thrive Careers does not offer refunds.

Replacement Policy

Should a placed Candidate leave the Client within the Replacement Period, and the replacement conditions below are all observed, then Thrive Careers will endeavour to replace the position for the Client at no additional charge.

The Replacement Policy is valid only if the following conditions are met:

1. The relevant placement invoice is settled within 14 days (or by the pre-agreed due date), and;
2. The Client notifies Thrive Careers within 14 days of the Candidate's end of employment date, and;
3. Providing that termination is not the result of retrenchment, retirement, pregnancy, disability or death.

Eligible replacements must be used within 12 months of the Candidate termination date, will be valid for 1 replacement Candidate only, and may only be used for a like-for-like replacement of the same role in the same State or Territory of employment.

Should the Placement Fee of the replacement Candidate exceed the Placement value of the original Candidate, Thrive Careers will calculate and on-charge to the Client the additional Placement Fee based on the new Salary Package. Conversely, Thrive Careers does not offer credits or refunds on successful replacement Candidates offered a lower Salary Package than the original Candidate placement.

Hiring of Thrive Careers Employees

Should a Client hire a Thrive Careers employee, including operational, support, finance & corporate staff, then a Fee will be charged as per the relevant Thrive Careers placement fee schedules noted above.

Prices Exclusive of GST

Unless otherwise stated, all prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.

5. Terms and Conditions - Temporary Assignments

Introduction

The agreement between us in each matter in which you ask us to provide a Worker(s) to you on Temporary Assignment consists of these general terms and conditions.

Provision of Services

Thrive Careers will use its reasonable endeavours to ensure that the Worker(s) temporarily assigned to you perform work to the best of the skill and ability of the Worker(s) for your benefit in a timely manner.

Thrive Careers will use its reasonable endeavours to ensure that any Worker(s) temporarily assigned to you has a reasonable standard of skill and experience to perform the work you require of them.

Temporary Placement Charges

Temporary Placement charge rates are to be agreed between Thrive Careers and the Client on each engagement for temporary assignments, unless agreed otherwise.

The agreed charge rates will be based on ordinary working hours only. Thrive Careers may vary the rates when necessary in order to comply with relevant statutory legislation and regulations which include, but are not limited to, overtime rates, super guarantee rates, shift penalties and public holiday rates.

Invoices will be issued based on the agreed rates plus GST.

Timesheet and Payment of Fee

Thrive Careers will ensure that the Worker(s) maintain a timesheet on a weekly basis recording the number of hours worked. The timesheet will be countersigned by the Client's contact person or other authorised representative at the end of each week.

Thrive Careers will render invoices on a weekly basis for the work performed by the Worker(s). Invoices issued by Thrive Careers for the provision of Temporary Assignments are payable within 7 days.

Insurance

Thrive Careers will maintain during the period of any Temporary Assignment of the Worker(s) to you:

1. Workers' compensation insurance cover as required by law; and
2. public liability insurance cover,

in relation to such Worker(s).

Termination

The agreement between us terminates automatically without either party needing to give notice to the other on the Temporary Worker(s) assignment finish date.

Either party may terminate the agreement at any time by providing the other party not less than 1 day's notice.

Thrive Careers may terminate the agreement immediately without prior notice if you fail or refuse to make any payment to us within 14 days of such payment falling due.

6. Confidentiality, Workers and Subsequent Employment

Confidentiality

If you request us to do so, Thrive Careers will obtain from each Worker and provide to you a deed in a form which has been prepared by us, by which the Worker makes an assignment, accepts obligations and makes acknowledgments as to your intellectual property, delivers up to you your documents and agrees to protect your confidential information.

Workers

Thrive Careers will not be liable for any loss, expense, damage, delay, costs or compensation, direct or indirect, which arises from any failure to provide any particular Worker to you or from the dishonesty, misconduct, lack of skill or negligence of any Worker assigned to you.

Where a Worker assigned to you is approached and offered permanent employment within 12 months of the commencement of their engagement, then a Permanent fee will be payable by you. This fee will be calculated on the basis of our Terms and Conditions for Permanent staff but a discount will apply according to the length of time the Worker has been assigned to you on a temporary basis. The discount applicable is set out below:

Subsequent Employment of Worker(s)

Where a Client employs a former Thrive Careers Worker into a permanent role within 12 months of the Worker's end of employment date, a Permanent Fee will be charged as per the Thrive Careers Permanent Placement fee schedule above.

Likewise, should a Client seek to engage a former Thrive Careers Worker into a subsequent Temporary Assignment role within 12 months of the Worker's end of employment date, then the above Temporary Placement charges and terms will again apply as a new engagement.

7. Definitions

The following words have these meanings in these Terms and Conditions unless the contrary intention appears.

1. "Accepts" means the earlier of either a letter of engagement, or commencement of employment with the Client.
2. "Candidate" means any person(s) registered with Thrive Careers who has been introduced to the Client for a Permanent or Part-Time role, Fixed-Term Contract, Temporary Assignment or any other form of employment.
3. "Candidate Ownership" a Thrive Careers Candidate Introduction remains valid for 12 months after the recruitment process officially ends (whether via rejection, withdrawal, or the position being filled). If the Client hires the Candidate or refers them to a third party who hires them during this period, a full fee is payable. Alternatively, where a Candidate has previously been in a recruitment process with a Client about a specific role, Client-specific ownership is limited to 6 months from the end date of that recruitment process or active correspondence, whichever comes earlier.
4. "Client" means any person or entity to which Thrive Careers provides services.
5. "Default Rate" means x + 4% per annum where x is the relevant monthly interest rate(s) quoted by the Reserve Bank of Australia across the course of the overdue debt period.
6. "Fee Schedule" means the Fee Schedule annexed to these Terms and Conditions.
7. "GST" means the goods and services tax imposed by GST Law including, where relevant, any related interest, penalties, fines or other charges.
8. "GST Law" has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 or, if that Act is not valid or does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.
9. "GST Amount" means in relation to a payment, an amount arrived at by multiplying the payment (or the relevant part of a payment if only part of the payment is the consideration for the taxable supply) by the appropriate rate of GST (being 10% when the GST Law commences).
10. "Introduction" means (a) the passing of a Candidate's resume or profile by Thrive Careers to the Client via any means whether electronic or otherwise or; (b) a Client's request to interview the Candidate or; (c) the actual interview of a Candidate in person or by telephone or video call; the time of the Introduction will be taken to be the earlier of (a), (b) or (c) above.
11. "Permanent Placement" means when a Candidate, as a result of a Thrive Careers Introduction, accepts any full time position with a Client within the Candidate Ownership period.
12. "Recruitment Fees" means the fees payable by the Client to Thrive Careers in accordance with the Fee Schedule.
13. "Retainer Assignment" means the provision of an exclusive recruitment search service as agreed with the Client.
14. "Salary Package" refers to the annual Candidate remuneration and includes base salary, superannuation, allowances or fringe benefits, any annual leave loading, guaranteed bonuses and commissions. Should a motor vehicle be provided as part of the salary package, Thrive Careers will value this at the amount stated in the employment contract, if no value has been assigned Thrive Careers will value the vehicle at $15,000 p.a. If a Client offers a Candidate a non-traditional remuneration structure (such as a commission-only role) for Recruitment Fee calculation purposes, Thrive Careers will determine the Candidate's Salary Package based on market value and other industry benchmarks.
15. "Temporary Assignment" means the provision of a Worker to the Client to perform services as required by the Client.
16. "Terms and Conditions" means these terms and conditions.
17. "Worker" means any employee of Thrive Careers or independent contractor introduced to the Client by Thrive Careers to perform Temporary Assignments.

8. Rules of Interpretation

8.1 Interpretation

Reference to:

1. one gender includes the others;
2. the singular includes the plural and the plural includes the singular;
3. a person includes a body corporate;
4. a party includes the party's executors, administrators, successors and permitted assigns;
5. a statute, regulation or provision of a statute or regulation ("Statutory Provision") includes:
   1. that Statutory Provision as amended or re-enacted from time to time; and
   2. a statute, regulation or provision enacted in replacement of that Statutory Provision; and
6. money is in Australian dollars, unless otherwise stated.

"Including" and similar expressions are not words of limitation.

Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

Headings are for convenience only and do not form part of these Terms and Conditions or affect its interpretation.

A provision of these Terms and Conditions must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of these Terms and Conditions or the inclusion of the provision in these Terms and Conditions.

If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.

9. General Terms and Conditions

1. Recruitment Fees for Permanent Placements due to Thrive Careers are due and payable by the Client immediately after the Candidate introduced by Thrive Careers Accepts a permanent position with the Client. Recruitment Fees for Permanent Placements are calculated in accordance with the Recruitment Fee Schedule above. All Permanent Placement fees are payable within 14 days of the successful Candidate's Acceptance of the offer and signing that letter of offer which will include complete details of the Salary Package and start date.

   Invoices for the provision of Temporary Assignments will be issued on a weekly basis and are payable within 7 days of invoice date.

2. Where agreed first with the Client, advertising expenses incurred by Thrive Careers are payable by the Client immediately upon invoice. Cancellations will be accepted providing sufficient time is given to Thrive Careers to claim a full refund from the advertising provider. All related artwork and production charges are payable by the Client to Thrive Careers upon invoice. Copyright in all artwork and advertisements remains the property of Thrive Careers.
3. The Recruitment Fee Schedule has been set or determined without regard to the impact of GST. The whole or any part of the payment of the Recruitment Fees is in and other out of pocket expenses a consideration for a taxable supply, the GST amount in respect of any such payment must be paid to Thrive Careers as an additional amount either concurrently with the payment or otherwise agreed in writing.
4. Overdue accounts will be subject to interest at the Default Rate applied to the amount of the invoice per month or part of the month. Thrive Careers also reserves the right to on-charge to the Client any costs incurred by Thrive Careers resulting from the collection of overdue Client account balances including legal and third party debt collection expenses.
5. Where agreed first with the Client, out of pocket expenses which are incurred by the Candidate in attending interviews with or on behalf of the Client are payable by the Client.
6. Where a Candidate has been submitted by Thrive Careers to the Client and:
   1. no initial employment results, and;
   2. the Candidate is subsequently employed by the Client within the Candidate Ownership period, or;
   3. the Client introduced the Candidate to a third party resulting in the employment of a Candidate to that third party within the Candidate Ownership period;
   then, in such cases the Client will pay to Thrive Careers its Recruitment Fees for that Candidate calculated in accordance with the Permanent Placement Fee Schedule.
7. Where Thrive Careers accepts a Retainer Assignment, each Instalment Fee will be invoiced with the standard 14 day Permanent Placement payment terms. Instalments are non-refundable, however, the standard Replacement Period and Replacement Policy terms apply to completed successful Retainer Assignments. Where a Client cancels an accepted Retainer Assignment, the Initial Retainer, advertising and other out of pocket expenses incurred by Thrive Careers are payable by the Client.
8. Where the Client hires an additional Candidate submitted with a short list of Candidates provided by Thrive Careers on a retained assignment, full contingency fee at the appropriate rate is payable by the Client to Thrive Careers for that Candidate.
9. No warranty is given by Thrive Careers in respect to a Candidate introduced by Thrive Careers to the Client. No liability is accepted by Thrive Careers for any failure by the Candidate to perform or comply with his or her terms of employment or engagement with the Client. Thrive Careers is not liable for any loss, expense, damage of whatsoever nature or kind suffered or incurred by the Client arising out of or connected with the employment by the Client of a Candidate.

   As per the attached Fee Schedule, should the employment of any Candidate terminate within a period of 3 months (or a different period as specifically agreed prior in writing) including period of notice, from the date of such employment, Thrive Careers shall endeavour to seek a replacement, provided that:

   1. the dismissal is justified or the Candidate leaves of his / her own volition and not due to a marked change in initial role specifications after the Candidate has begun with the client, not due to any redundancy measures or substantiated allegations of bullying or an unsafe workplace environment; and
   2. the invoice has been settled by the respective due date.
10. Thrive Careers provides no guarantees as to the suitability of a Candidate as an employee of the Client. The decision to hire a Candidate is made by the Client and therefore the Client accepts ultimate responsibility for the assessment and evaluation of a Candidate's technical and cultural suitability for both the role and their specific business environment.
11. Thrive Careers is not obliged to ask a Candidate to supply personal or other references relating to past employment or otherwise but will do so on specific request from the Client. If references are supplied by a Candidate to Thrive Careers, Thrive Careers is not obliged to verify or otherwise establish the validity of such references unless requested to do so by the Client.
12. Thrive Careers does not carry out social media screening and is not obliged to verify or otherwise establish the validity of claims by a Candidate as to:
    1. previous employment;
    2. qualification and education;
    3. medical history;
    4. criminal record;
    5. ability to work in Australia.

    However, on the Client's specific request and expense, Thrive Careers will carry out specific background checks.

13. In the event that any particulars or information provided to Thrive Careers by a Candidate or by a third party on behalf of a Candidate are found to be incorrect or otherwise misleading, Thrive Careers accepts no liability for any loss, damage or costs which may be suffered by the Client as a consequence of those particulars or information provided by Thrive Careers to the Client.

10. Severability

If anything in these Terms and Conditions is unenforceable, illegal or void then it is severed and the rest of the Terms and Conditions remain in force.

11. Variation

An amendment or variation to these Terms and Conditions is not effective unless it is in writing and signed by the parties.

12. Waiver

A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.

13. Governing Law and Jurisdiction

1. The Fee Schedule and Terms and Conditions of business are governed by the State or Territory in which these services are provided.
2. The parties submit to the exclusive jurisdiction of the State or Territory in which these services are provided and the Federal Court of Australia and agree that any lawsuit must be heard in those Courts.

14. Force Majeure

The obligations of Thrive Careers are suspended during the time and to the extent that Thrive Careers is prevented from complying with them by force majeure.