Terms of Engagement

TERMS AND CONDITIONS

1. DEFINITIONS
   In these Terms, unless inconsistent with the context, the following terms shall have the following meanings:
   “Candidate” means any person introduced to the Client by Ruby Recruit.
   “Fees” has the meaning given to that term in clause 4.2.
   “Fixed Term Placement” means a Role for a Candidate that is for a defined or fixed period of time (whether under an employment agreement, contract for services or otherwise) with the Client.
   “Permanent Placement” means a Role for a Candidate that is for an indefinite period of time (whether on a full time or part time basis) with the Client.
   “Permanent Placement Guarantee” has the meaning given to that term in clause 5.
   “Role” means a vacant or otherwise available position within the Client’s organisation.
   “Services” means the recruitment and placement services for a particular Role as described in the attached Services Proposal.
   “Services Proposal” means the proposal provided by Ruby Recruit to the Client outlining the scope and nature of the Services for the particular Role.
2. PROVISION OF SERVICES
   1. Ruby Recruit shall provide the Services to the Client as described in the Services Proposal.
   2. Ruby Recruit will use its reasonable endeavours to introduce to the Client a suitable Candidate for the Role.
   3. The Client will provide to Ruby Recruit a full description of the Role requiring the Services including:
      1. Description of the Role including the type of work that the position requires, the location at which and the hours during which a successful Candidate would be required to work;
      2. The experience, training and qualifications which the Client considers are necessary, or which are required by law in order to work in the Role;
      3. Any anticipated or required timeframe to find a suitable candidate for the Role; and
      4. Any other information which is requested by Ruby Recruit for the purposes of providing the Services.
   4. Prior to the commencement of the Services, the parties shall meet at a time as mutually agreed between the parties to discuss the Role and candidate requirements.
   5. Ruby Recruit shall vet any Candidate using the checks as specified in the Services Proposal before introducing the relevant Candidate to the Client. If requested by the Client, Ruby Recruit may disclose the results of such checks to the Client.
   6. Ruby Recruit shall introduce to the Client only to prospective Candidates who meet the minimum criteria for the position stipulated by the Client in accordance with 2.3.
   7. The Client may request variations to the Services. Ruby Recruit will provide an updated Services Proposal for such variation for acceptance or rejection by the Client. All requests and responses under this clause must be in writing.
3. OBLIGATIONS OF CLIENT
   1. The Client must immediately advise Ruby Recruit (either in writing or verbally) if it decides to offer a Candidate the Role. Any offer to a Candidate must be in writing and include the terms and conditions of the offer.
   2. The Client shall give any Candidate a reasonable period of time (being no less than 5 working days) to accept or reject the offer for the Role, including sufficient time to obtain advice on the terms and conditions of the offer.
   3. The Client undertakes to comply with all relevant laws in relation to the employment or engagement of a Candidate including, without limitation, any obligations under the Employment Relations Act 2000 and the Health and Safety at Work Act 2015.
   4. The Client must satisfy itself as to the suitability of any Candidate for the Role and any decision to offer the Role to a Candidate shall be at the Client’s sole discretion. The Client acknowledges that it is the Client’s responsibility to be satisfied with any information provided in respect of a Candidate including any references and the validity of any qualifications.
   5. The Client will be responsible for obtaining any work permits or other authorisations that may be legally required in respect of the Role.
4. 4. TERMS OF PAYMENT
   1. The Client shall pay Ruby Recruit’s fees for the Services and all expenses at the times and in the manner set out in these Terms.
   2. The fees chargeable by Ruby Recruit to the Client shall be calculated in accordance with the attached Schedule of Fees (“Fees”).
   3. Ruby Recruit shall invoice the Client for its Fees as follows:
      1. A non-refundable payment of one third of the total estimated Fees shall be payable upon the Client confirming acceptance of these Terms; and
      2. The balance of the Fees shall be payable upon a Candidate signing an employment agreement with the Client or otherwise providing written acceptance of an offer for the Role.
   4. Ruby Recruit may purchase incidental goods or services as may be required to provide the Services (including but not limited to professional and academic qualification checks). The cost of obtaining the incidental goods or services shall be invoiced to, and payable by, the Client. Ruby Recruit shall maintain records to identify the expenses incurred.
   5. Any invoice issued by Ruby Recruit to the Client shall be payable by the Client within 10 working days of the date of the invoice.
   6. Where these Terms has been entered by an agent (or a person purporting to act as an agent) on behalf of the Client, the agent and Client shall be jointly and severally liable for payment of all Fees and expenses due to Ruby Recruit under these Terms.
   7. Late payment of any Fees, expenses and amounts payable by the Client to Ruby Recruit shall constitute a default. The Client will be liable for default interest on overdue amounts from the date payment falls due until the date of payment at Ruby Recruit’s overdraft interest rate plus 5% and in addition any costs and expenses (including legal and debt collection costs) of any actions taken by Ruby Recruit to recover the debt.
   8. All Fees and expenses exclude GST.
5. PERMANENT PLACEMENT GUARANTEE
   1. Where the Client has engaged Ruby Recruit to provide Services for a Permanent Placement and the successful Candidate for the Role either freely resigns or is justifiably dismissed within 4 months of commencing their employment with the Client, the Client shall immediately advise Ruby Recruit in writing and Ruby Recruit shall use its reasonable endeavours to procure a suitable replacement Candidate for the Role at no extra cost to the Client (“Permanent Placement Guarantee”).
   2. The Permanent Placement Guarantee shall not apply where:
      1. The Candidate leaves as a result of significant changes being made to Role by the Client (including, but not limited to the responsibilities within the Role);
      2. If the employment is terminated due to redundancy or a change in the location of the Role;
      3. Where the Candidate has grounds for a personal grievance against the Client;
      4. Where the Client has provided the Candidate with insufficient training or induction as is reasonably required for the Role; or
      5. The Client has provided false or misleading information to Ruby Recruit or the Candidate during the recruitment process.
   3. If a replacement Candidate is found by Ruby Recruit and their salary is higher than the original Candidate’s salary, the Client shall pay to Ruby Recruit the difference between the Fees paid in relation to the original Candidate and the Fees that would have been due in relation to the replacement Candidate.
   4. For the avoidance of doubt, no expenses paid by the Client to Ruby Recruit in connection with the Services relating to that Candidate will be refunded.
   5. The Permanent Placement Guarantee shall only apply where all money and expenses payable to Ruby Recruit under these Terms have been paid by the Client in full.
   6. The Permanent Placement Guarantee shall not apply to any Fixed Term Placement.
6. TERMINATION
   1. The Client may suspend all or part of the Services by giving 20 working days written notice to Ruby Recruit who on receipt of such notice shall immediately make arrangements to stop the Services and minimise further expenditure.
   2. The Client must pay Ruby Recruit all Fees and expenses incurred as at the date of cancellation in accordance with clause 4. Ruby Recruit may also, at its sole discretion, request that the Client pay Ruby Recruit for any reasonable expenditure as may be required to suspend all or part of the Services under this clause, including an administration fee of $200.
   3. Ruby Recruit may terminate the engagement at any time by notice to the Client. Termination shall not prejudice or affect the accrued rights or claims of Ruby Recruit.
7. LIMITATION OF LIABILITY
   1. Ruby Recruit and its employees, officers, contractors, agents and representatives shall not be liable in respect of any loss, damages, costs, expenses or injury arising out of or in connection with the introduction, hiring or employment of any Candidate or in connection with any services or work performed by the Candidate.
   2. Ruby Recruit makes no warranty or guarantees as to the suitability of the Candidate and cannot guarantee that a suitable Candidate will be found for the Role.
   3. Ruby Recruit will not be liable for any untrue statements or misrepresentations made by a Candidate or any referee for the Candidate.
   4. Ruby Recruit shall not be liable for any delay or failure to refer a Candidate to the Client.
   5. Ruby Recruit will not be liable for any loss of profits or any consequential, indirect or special loss, damage or injury of any kind arising directly or indirectly from any breach of Ruby Recruit’s obligations under or in connection with these Terms, from any cancellation of these Terms or from any negligence, misrepresentation or other act or omission by Ruby Recruit, its employees, officers, contractors, agents or representatives.
   6. The liability of Ruby Recruit, whether in contract, in tort or otherwise, in respect of all claims for loss, damage, expenses or injury arising directly or indirectly from any of Ruby Recruit’s obligations under or in connection with these Terms, from any cancellation of these Terms or from any negligence, misrepresentation or other act or omission on the part of Ruby Recruit, its employees, officers, contractors, agents or representatives shall not in aggregate exceed the Fees payable for the Services or $1000, whichever is the lesser amount.
   7. The provisions of this clause shall survive termination of the Services
8. INDEMNITY
   1. The Client shall indemnify and keep indemnified Ruby Recruit against any loss, damage, costs or expenses incurred by Ruby Recruit (including without limitation any loss, damage, costs or expenses incurred under the Health and Safety at Work Act 2015, the Employment Relations Act 2000 or the Privacy Act 1993) as a result of any act or omission by the Client, its employees, officers, contractors, agents or representatives in relation to any Candidate.
   2. The Client shall indemnify and keep indemnified Ruby Recruit against any loss, damage, costs or expenses incurred by Ruby Recruit as a result of any failure by the Client, its employees, officers, contractors, agents or representatives to comply with these Terms.
   3. The provisions of this clause shall survive termination of the Services.
9. INSURANCE
   1. The Client shall for the duration of the Services, and for a reasonable period after the completion of the Services, hold insurance policies to cover all such risks as may reasonably arise in connection with the employment or engagement of a Candidate. The Client warrants that such insurance will be in place prior to Ruby Recruit commencing the Services, and the associated costs of such insurance will be borne by the Client.
10. DISPUTE RESOLUTION
    1. If any dispute arises in connection with the Service or these Terms, directors or other senior representatives of the parties with authority to settle the dispute will, within 5 working days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.
    2. Nothing in this clause will prevent a party from obtaining urgent interlocutory relief in respect of a breach or suspected breach of these Terms.
11. CONFIDENTIALITY
    1. Ruby Recruit will keep confidential all information provided by the Client which relates to the Client’s organisation and is declared by the Client to be confidential.
    2. All information in respect of a Candidate is confidential information and is disclosed to the Client for the sole purpose of enabling the Client to determine if a Candidate is suitable for the Role. The Client must keep any Candidate information imparted confidential and shall not use it for any other purpose. If any Candidate is unsuccessful and not offered the Role, the Client must return or destroy all information in accordance with the requirements of the Privacy Act 1993.
    3. The provisions of this clause shall survive termination of the Services.
12. GENERAL
    1. No failure or delay by Ruby Recruit to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy.
    2. If any provision of these Terms is, or becomes, unenforceable, illegal or invalid for any reason, the relevant provision shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provision shall be severed from this agreement, without affecting the enforceability, legality or validity of any other provision of these Terms.
    3. Ruby Recruit shall not be liable for any breach of these Terms in the event of force majeure, being any failure, delay or breach caused by strike, industrial dispute, natural disaster, legislative, governmental or other prohibition or restriction, fire, flood, hostilities, commotions or any other causes whatsoever (whether similar to the foregoing or not) beyond Ruby Recruit’s reasonable control.
    4. These Terms are governed by New Zealand law, the New Zealand courts have jurisdiction in respect of these Terms and the Services performed under them.
    5. Any notice in writing must be addressed to the other party and delivered by hand or by email.
    6. The Client may not assign its rights and obligations under these Terms without Ruby Recruit’s written consent.
    7. Ruby Recruit reserves the right to update or change these terms at any time. Ruby Recruit will notify the Client of any amendment to the Terms in writing. By continuing to engage the Services after any such amendment, the Client is deemed to have agreed to the amended Terms.
    8. These Terms, together with any attached documents and schedules constitute the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, representations and discussions, whether oral or written, of the parties. If there is any conflict between these Terms and the terms of the Services Proposal, the terms of the Services Proposal shall prevail.
    9. If you are a director(s) or trustee(s) entering into these Terms on behalf of a Client who is a company or trust, you agree that you are to be subject to these Terms in your personal capacity and personally undertake to ensure the payment of all money owed by the client to Ruby Recruit. You agree to indemnify Ruby Recruit against any non-payment by the Client and any other breach of these Terms. Any personal liability of a director or trustee under these Terms will not exclude the Client in any way from the liabilities and obligations contained in these Terms.

SCHEDULE OF FEES

Permanent Placement Fees (Full Time)

Permanent Placement Fees (Part Time)
Fees are calculated as per the Permanent Full Time Placement Fees Structure outlined above, with a minimum charge of $8,000 (excluding GST).

Fixed Term Placement Fees
The Permanent Placement Fees Full Time Structure outlined above will apply to Fixed Term Placements on a pro-rata basis. Fees will be charged to the full month (e.g. 3.5 months will be charged at 4 months). A minimum fee for Fixed Term Placements of $2,500 (excluding GST) will apply.

If a Candidate under a Fixed Term Placement is subsequently offered permanent placement with the Client (whether on a full time or part time basis), the Client will be charged in accordance with the Permanent Placement Fees Structure outlined above, less any fees already paid by the Client to Ruby Recruit for the Fixed Term Placement.