Recitals
These Terms and Conditions govern the provision of recruitment services by Sharp & Carter to the Client. They apply to every transaction between Sharp & Carter and the Client in respect of Candidates to be employed or engaged on a permanent, fixed term contract, or temporary basis.
These Terms and Conditions may be incorporated into the relationship between Sharp & Carter and the Client by way of:
i. a Recruitment Services Engagement Agreement (RSEA) executed between the parties;
ii. a Proposal or Assignment Proposal issued by Sharp & Carter to the Client;
iii. written correspondence (including email) between the parties that references these Terms and Conditions; or
iv. any other written communication by which the Client instructs Sharp & Carter to provide recruitment services after having been provided with a copy of, or link to, these Terms and Conditions.
Where these Terms and Conditions are incorporated by any of the means described above, they form part of the agreement between Sharp & Carter and the Client (the Agreement). The Agreement comprises these Terms and Conditions together with the applicable Commercial Details (as defined below).
Order of Precedence
If there is any inconsistency between these Terms and Conditions and the Commercial Details, the Commercial Details will take precedence to the extent of the inconsistency, provided that the relevant Commercial Details have been agreed in writing between the parties.
1. Definitions
In these Terms and Conditions, unless otherwise defined within the body of the Terms and Conditions:
1.1 Affiliate means an entity that directly, or indirectly through one or more intermediaries, owns or controls, is owned or is controlled by, or is under common ownership or control with, another entity and includes partnerships and trustee relationships.
1.2 Agreement means an agreement formed between Sharp & Carter and the Client, comprising the Party Details, the Commercial Details and these Terms and Conditions.
1.3 Assignment means the assignment of a Sharp & Carter employee to the Client on a temporary basis as a Temporary Placement.
1.4 Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and any other equivalent state and territory legislation.
1.5 Candidate means a person that is introduced to the Client by Sharp & Carter or placed with the Client by Sharp & Carter for employment on a permanent, fixed term contract or temporary basis.
1.6 Client Charge Rate means the charge rate for a Temporary Placement as agreed between the parties in the Commercial Terms.
1.7 Commercial Details means the commercial details agreed between Sharp & Carter and the Client in writing, whether set out in a Recruitment Services Engagement Agreement, a Proposal, an Assignment Proposal, email correspondence, or any other written communication between the parties. The Commercial Details include, but are not limited to, agreed fees, margins, payment terms, placement type, engagement type, and any other terms specific to a particular placement or the overall engagement.
1.8 Confidential Information means information of a party of a confidential nature or information which is designated by that party to be confidential whether oral, written or in electronic form including, but not limited to, these Terms and Conditions, a party's intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, client information, pricing details, and Candidate information (including Candidates’ names, resumes and qualifications) but expressly excludes:
i. information which is or becomes available in the public domain (other than by breach of these Terms and Conditions or any other obligation of confidence); and
ii. information received from a third party entitled to disclose it.
1.9 Consequential Loss means loss of profits, anticipated loss of profit or revenue, loss of production, loss of business opportunity, loss of or damage to goodwill or reputation, loss of use or any other similar loss.
1.10. Conversion Fee Reduction means the reduction in Fee applicable where a Fixed Term Contract Placement or Temporary Placement is converted to a Permanent Placement as otherwise agreed in the Commercial Details.
1.11 Expenses has the meaning given to it in clause 3.1.
1.12 Fee means the fees payable by the Client to Sharp & Carter for recruitment services, as agreed between the parties in the Commercial Details.
1.13 Fixed Term Contract Placement means placement of a Candidate who is employed by the Client (or a Related Body Corporate or Affiliate of the Client) on a fixed term contract basis.
1.14. Guarantee Period means:
i. three (3) months from the date of the Candidate’s commencement with the Client for a Permanent Placement;
ii. one (1) month from the date of the Candidate’s commencement with the Client for a Fixed Term Contract Placement with a total duration of six months or more; or one (1) week from the date of the Candidate’s commencement with the Client for a Fixed Term Contract Placement with a total duration of less than six months; unless otherwise agreed between the parties in the Commercial Details.
1.15 Gross Annual Remuneration Package meansthe total of the Candidate’s base full time annual salary, superannuation, any guaranteed bonuses and all other non-cash benefits, such as car allowances. Where a car is provided, the Gross Annual Remuneration Package will be deemed to include an amount equal to the greater of:
i. the market value of the car provided to the Candidate; and
ii. $20,000, and, for the avoidance of doubt, in circumstances where the Candidate is a part-time employee, the Gross Annual Remuneration Package will be calculated using a full-time salary as if the Candidate were a full-time employee, in accordance with this Agreement, unless otherwise agreed by Sharp & Carter in writing.
1.16 Instalment means, in relation to a retained search, an instalment of the retained Recruitment Fee as set out in the Commercial Details.
1.17 Item means an item in the Commercial Details.
1.18 Margin means the percentage margin for Temporary Placements as agreed between the parties in the Commercial Details.
1.19 New Engagement means engagement or employment by the Client of an S&C Employee following the cessation of the S&C Employee's employment with Sharp & Carter.
1.20 Party Details means the details of the parties set out at the beginning of this Agreement;
1.21 Permanent Placement means placement of a Candidate who is employed by the Client (or a Related Body Corporate or Affiliate of the Client) on a permanent basis.
1.22 Related Body Corporate has the meaning set out in the Corporations Act 2001 (Cth) and includes any successor entity that owns or operates all or part of the Client’s business.
1.23 S&C Employee means any personnel of Sharp & Carter or any personnel who was engaged by Sharp & Carter and with whom the Client has had interaction in connection with this Agreement.
1.24 Temporary Placement means placement with the Client on a temporary labour hire basis, of a Candidate who is engaged or employed by Sharp & Carter.
1.25 Type of Placement means (as applicable):
i. Permanent Placement;
ii. Fixed Term Contract Placement; or
iii. Temporary Placement.
2. Application and Acceptance
2.1 These Terms and Conditions apply to every transaction between Sharp & Carter and the Client in respect of Candidates to be employed on a permanent, fixed term contract or temporary basis. No variation will have effect unless agreed in writing by authorised representatives for each party, and in the case of Sharp & Carter, a Director.
2.2 The Client agrees to these Terms and Conditions on the earlier of either of the following occurring:
i. after having been provided with a copy of, or a link to, these Terms and Conditions, giving written or verbal instructions to Sharp & Carter to supply Candidates or otherwise accepting a Candidate’s details from Sharp & Carter;
ii. signing or otherwise executing an Agreement (including a Recruitment Services Engagement Agreement, Proposal, or Assignment Proposal) that incorporates these Terms and Conditions.
3.2 The Client may cancel any advertisement without cost upon providing reasonable notice to Sharp & Carter, provided that Sharp & Carter has not incurred any costs (or made any irrevocable commitments) relating to that advertising service. Where insufficient notice is provided or where Sharp & Carter has incurred costs (or made any irrevocable commitments) associated with the advertising service, the Client shall pay such amounts to Sharp & Carter as Expenses in accordance with this Agreement. Sharp & Carter will seek to reduce and mitigate such costs where it reasonably can do so.
Retained Searches
3.3 Without limiting any other provision in this Agreement, for each retained search, if the actual Gross Annual Remuneration Package of the successful Candidate is greater than the anticipated or agreed Gross Annual Remuneration Package of a Candidate set out in the job brief, the Client must pay Sharp & Carter, at the same time as paying the final Instalment of the Fee, a true-up amount, calculated in accordance with clause 3.4.
3.5 If a Retained assignment is cancelled by the Client, or the Client for any reason materially alters its requirements submitted to Sharp & Carter, then, in addition to the retainer stage fees payable, the Client will pay a cancellation fee comprising 10% of the Gross Annual Renumeration Package.
3.6 To the extent permitted by law and subject to these Terms and Conditions, each Instalment is non-refundable.
4.1 Except as otherwise mutually agreed upon between the parties in writing, the Client will pay all Fees, Expenses and charges in accordance with this Agreement and the Commercial Details.
4.2 Unless otherwise agreed in the Commercial Details, the Client must pay all Fees, Expenses and charges no later than:
a) fourteen (14) days from the date shown on the invoice for Permanent Placements and Fixed Term Contract Placements;
b) seven (7) days from the date shown on the invoice for Temporary Placements; and
c) seven (7) days from the date shown on the invoice for all Expenses.
4.3 If the Client does not make payment by the relevant due date, Sharp & Carter reserves the right to:
a) charge interest at a flat rate of 2% per month on unpaid amounts, from the due date to the date of receipt of full payment of such amounts; and
b) recover from the Client all reasonable costs, expenses, and disbursements incurred in relation to recovering the overdue amount, including legal costs and debt recovery fees.
4.4 All Fees, Expenses and charges will be invoiced in Australian dollars and are to be paid in Australian dollars. All costs associated with exchange rate fluctuations are the responsibility of the Client.
i. the price of the Taxable Supply shall be equal to the GST-exclusive consideration for the Taxable Supply under this Agreement increased by an amount (the “GST Amount”) payable by the recipient of that Taxable Supply; and
ii. the GST Amount is, subject to the supplier issuing a Tax Invoice to the recipient, payable at the same time and in the same manner as the consideration to which it relates.
4.6 A word or term used in clause 4.5 which is defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the same meaning in these Terms and Conditions as it does in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
5. Invoicing
5.1 Unless otherwise agreed in the Commercial Details, Sharp & Carter will invoice the Client as follows:
i. Permanent Placements – Contingent Search: on or about the earlier of the date that:
a) the successful Candidate signs a letter of offer with the Client; or
b) the Candidate commences work with the Client.
ii. Permanent Placements – Retained Search: on or about:
a) Instalment 1: the date the scope of the retainer is agreed between the parties, or the date Sharp & Carter commences its search for Candidates;
b) Instalment 2: the date Sharp & Carter provides to the Client a shortlist of Candidates; and
c) Instalment 3: the date the successful Candidate signs a letter of offer with the Client.
iii. Fixed Term Contract Placements: on or about the earlier of the date that:
a) The successful Candidate signs a letter of offer with the Client; or
b) The Candidate commences work with the Client.
iv. Temporary Placements: on a weekly basis.
6. Obligations of the Client for Temporary Placements
6.1 A Temporary Placement Candidate provided by Sharp & Carter is deemed to be under the direction, supervision and control of the Client during the term of the Assignment. The Client undertakes to supervise the Candidate to ensure proper performance of the Candidate’s duties. If the Client has any complaint about the Candidate, such a complaint must be conveyed in writing to Sharp & Carter within twenty-four (24) hours of becoming aware of the subject of the complaint.
6.2 The Client undertakes to insure the Candidate against all risks occasioned by or to third parties and their property and to further insure against all risks when the Client allocates the Candidate to work in another party’s business and, without prejudice to the generality of the foregoing, to insure against all acts, errors and omissions of the Candidate, be they wilful, negligent or otherwise.
6.3 If the Client requires the Candidate to travel during the Assignment, all travel, insurance and other costs will be at the sole cost of the Client and to the extent Sharp & Carter agrees with the Client to incur such amounts on behalf of the Client, the Client will reimburse Sharp & Carter in accordance with the terms of each invoice for those amounts.
6.5 The Fees charged by Sharp & Carter for Temporary Placements incorporate the payment of salary or fees to the Candidate and, where applicable, PAYE/PAYG or other income tax, workers compensation, superannuation and payroll tax and any other applicable statutory costs. Notwithstanding clause 6.4, where a State or Federal Award or other applicable law requires the payment of annual leave, sick leave, public holidays, overtime or other costs, these costs will also be passed on to the Client. The Client may termination this Agreement by giving 30 days’ notice if the Client is unable or unwilling to accept such costs.
7. Client Responsibilities
7.1 The Client must:
i. Provide timely directions, instructions, decisions and information to Sharp & Carter to enable Sharp & Carter to provide the services, as described in these Terms and Conditions or any Agreement;
ii. Promptly provide Sharp & Carter with all documentation, resources, licences, permissions and other things that Sharp & Carter reasonably requires in order to perform such services; and
iii. Ensure that all information and documentation provided to Sharp & Carter is accurate, complete and up to date.
7.2 The Client acknowledges and agrees that Sharp & Carter may rely upon the information and documentation that the Client provides when performing its obligations under this Agreement.
7.3 Each Candidate provided by Sharp & Carter is deemed to be under the direction, supervision and control of the Client during the term of the Assignment. The Client undertakes to supervise each Candidate to ensure proper performance of that Candidate's duties. If the Client has any complaint about a Candidate, such a complaint must be conveyed in writing to Sharp & Carter within twenty-four (24) hours of becoming aware of the subject of the complaint.
7.4 The Client undertakes to insure each Candidate, and its employees against all risks occasioned by or to third parties and their property and to further insure against all risks when the Client allocates the Candidate to work in another party’s business and, without prejudice to the generality of the foregoing, to insure against all acts, errors and omissions of the Candidate, be they wilful, negligent or otherwise
8.1 If, after rejecting or otherwise not engaging or employing a Candidate, the Client (or a Related Body Corporate or Affiliate of the Client) engages or employs a Candidate (either directly, via Sharp & Carter, or via another agency) on a permanent, fixed term contract or temporary basis within twelve (12) months of the original introduction or interview date (whichever is later) (“Subsequent Employment”), the Client will pay a fee in relation to the Candidate to Sharp & Carter. The fee amount will be calculated in accordance with this Agreement, based on the Fee that would apply to a Permanent Placement on a contingent search basis as agreed in the Commercial Details (or, where no such rate has been agreed, at Sharp & Carter’s standard rates). Such Fee is payable in accordance with clause 4.
8.2 Where the Client fails to inform Sharp & Carter of a Candidate’s Subsequent Employment, clause 10 will not apply.
8.3 If the Client (or a Related Body Corporate or Affiliate of the Client) introduces a Candidate to a third party, resulting in a permanent, fixed term contract or temporary placement of the Candidate by the third party within twelve (12) months of the later of:
i. The date when Sharp & Carter first introduced the Candidate to the Client;
ii. The date when the Client first interviewed the Candidate; or
iii. The date when the Candidate’s Fixed Term Contract Placement (including any extension thereof) ended; or
iv. The date when the Candidate’s Temporary Placement (including any extension thereof) ended, the Client will pay a fee in relation to the Candidate to Sharp & Carter. The fee amount will be calculated in accordance with this Agreement, as if the Candidate were engaged or employed by the Client for the same period and type of engagement as the third party to whom the Candidate was referred. Clause 10 will not apply to a Candidate that is employed by a third party in accordance with this clause and notwithstanding any other provision of these Terms and Conditions, Sharp & Carter will not offer any discount to its fees if this clause applies.
Converted Placement
8.5 Clause 10 will not apply if the Candidate subsequently converts to a Permanent Placement in accordance with clause 8.4.
8.6 If the Client extends a Fixed Term Contract Placement beyond the duration of the fixed term agreed, Sharp & Carter is entitled to invoice the Client for an additional amount to reflect the Fee that would have been payable to Sharp & Carter for the Fixed Term Contract Placement for the full term, including any extension, in accordance with this Agreement.
9.1 If the Client (including any Related Body Corporate or Affiliate of the Client) directly or indirectly solicits or offers employment or otherwise engages any S&C Employee within twelve (12) months of the last date on which the Client (or a Related Body Corporate or Affiliate of the Client) had material contact with the relevant S&C Employee in connection with this Agreement, the Client will pay a fee in relation to the relevant S&C employee to Sharp & Carter.The fee amount will be calculated in accordance with this Agreement, based on the Permanent Placement – Contingent Search rate stated in the Commercial Details (or, where no such rate has been agreed, at Sharp & Carter’s standard rates). Such Fee is payable in accordance with clause 4.
9.2 Each party acknowledges that:
i. The restraints set out in this clause 9 are included solely for the protection of the goodwill in Sharp & Carter's business;
ii. Each of the restrictions in this clause 9 is reasonable in its extent (as to duration and restrained conduct) in the circumstances and having regard to the interests of each party to this Agreement, extends no further (in any respect) than is reasonably necessary to protect the goodwill of Sharp & Carter's business, and is intended to operate to the maximum possible extent; and
iii. Monetary damages may not be an adequate remedy for a breach of clause 8 and Sharp & Carter is entitled to seek and obtain specific performance or an injunction as a remedy for such a breach or where such a breach is anticipated or threatened, in addition to any other remedies available at law or in equity.
1.
i. The Client notifies Sharp & Carter in writing of the termination within seven (7) days of the termination;
ii. The termination is not due to:
a) redundancy or other business rationalisation; or
b) any other event outside the control of the Candidate or Sharp & Carter (including without limitation any material changes to the role as originally described by the Client);
iii. All Fees and Expenses due to Sharp & Carter have been paid by the Client in accordance with this Agreement; and
iv. The Client is not in breach of this Agreement and was not in breach of this Agreement prior to termination.
i. In the case of a Permanent Placement – contingent search, a pro rata amount which reflects the period of time that the Candidate has not worked as a percentage of the Guarantee Period (with calculations being done to the nearest week);
ii. In the case of a Permanent Placement – retained search, an amount equal to the final Instalment of the fee, and
iii. In the case of a Fixed Term Contract – 75% of the invoiced fee.
10.3 Subject to clause 10.4, the credit note will be valid for a twelve (12) month period from the date that the Candidate or Client terminates the engagement. If the job vacated by the Candidate is filled by a person on a lesser salary than that of the Candidate, no adjustment to the fee charged for the Candidate will be made.
10.5 This clause 10 only applies to one free replacement for each full fee paid for a Candidate.
11. Reference Checking and Suitability
11.1 The Client is responsible for carrying out necessary background checking and testing (including, but not limited to, confirmation of academic and professional qualifications, criminal background checks (state, territory or federal), medical/psychological assessments, and any specific work permits, licenses, or visas required for the Candidate’s role). For the avoidance of doubt, the Client acknowledges and agrees that Sharp & Carter will not, and is not responsible for, any background checking and testing of Candidates.
11.2 Sharp & Carter is responsible for performing reference checks on the Candidate (unless the Client notifies Sharp & Carter that it prefers to perform them), but the Client acknowledges and agrees that the Client is responsible for satisfying itself as to the suitability of the Candidate for the role prior to employing or engaging the Candidate.
11.3 Sharp & Carter will use reasonable endeavours to ensure that Candidates introduced to the Client are appropriate with reference to the job brief provided by the Client (if any). However, Sharp & Carter will not be liable for any untrue statements or misrepresentations made by any Candidate or for the accuracy, currency or completeness of information provided by a Candidate or a third party or for the suitability of the Candidate.
11.4 For Permanent Placements, Sharp & Carter will conduct an initial VEVO check to confirm that the Candidate has the legal right to work in Australia at the time of placement. The Client acknowledges and agrees that it remains solely responsible for ensuring the Candidate’s ongoing work rights, compliance, and visa status for the duration of the Candidate’s employment or engagement.
11.5 For Temporary Placements where the Candidate is employed by Sharp & Carter for the duration of the engagement, Sharp & Carter will conduct and maintain appropriate VEVO checks to ensure the Candidate has ongoing legal work rights in Australia.
12.1 Subject to the terms of this clause 12 and to the extent permitted by law, Sharp & Carter shall not be liable for any loss, liability, damage or expense arising under this Agreement which is or may be suffered or incurred by the Client or which may or does arise (directly or indirectly) due to the placement of a Candidate with the Client (including any loss, liability, damage or expense suffered by the Client arising from the acts or omissions of a Candidate or from the referral of, or any delay or failure by, Sharp & Carter to refer a Candidate to the Client).
12.3 Clause 12.2 will not apply to:
i. The Client’s requirements to pay Sharp & Carter in accordance with this Agreement;
ii. The extent that a party’s liability is caused by that party’s:
a) negligence;
b) dishonesty;
c) misconduct;
d) fraudulent act or omission;
e) breach of clauses 14 or 15; or
iii. the indemnity provided under clause 12.5.
12.6 Neither party will be liable for Consequential Loss arising under or in connection with this Agreement. This clause will not apply to the indemnity provided under clause 12.5.
12.7 The right of Sharp & Carter to be indemnified under clause 12.1 is in addition to, and not exclusive of, any other right, power or remedy provided by law, but Sharp & Carter is not entitled to be compensated in excess of the amount of the relevant cost, liability, loss, damage, or expense.
12.8 This clause will survive six (6) years from the expiration or termination of this Agreement.
13. Australian Consumer Law
13.1 The Australian Consumer Law provides consumers (as that term is used in the Australian Consumer Law) with a number of consumer guarantees, (“Consumer Guarantees”) that cannot be excluded or limited. The limitations of liability set out in these Terms and Conditions are therefore subject to and will not apply to the extent that they limit or exclude, such Consumer Guarantees applicable to Consumers.
13.2 However, where the Australian Consumer Law allows Sharp & Carter to limit the remedies available for a breach of a Consumer Guarantee, Sharp & Carter hereby limits those remedies to such Consumers to supplying the services again or paying the cost of having the services supplied again.
14. Privacy and Intellectual Property
14.1 Capitalised terms used in this clause have the same meanings that they have in the Privacy Act 1988 (Cth) as amended from time to time (“Privacy Act”).
14.2 Any and all Personal Information in respect of a Candidate is confidentially provided to a party for the sole purposes of these Terms and Conditions.
14.3 In respect of any and all Personal Information supplied to a party under or in connection with this Agreement, each party must comply with the Privacy Act and all other applicable laws which govern the collection, use, disclosure, accuracy and security of Personal Information. Each party must only access, use and store all Personal Information solely and strictly for the purposes of these Terms and Conditions.
14.4 Each party agrees to co-operate fully with the other party in respect of any requests:
i. from individuals to access or correct their personal information; or
ii. arising in connection with the exercise of the functions of the Privacy Commissioner under the Privacy Act.
14.5 This clause will survive the termination or expiry of these Terms and Conditions and without limiting any other provision of these Terms and Conditions.
14.6 Sharp & Carter and the Candidates own the intellectual property rights in any updated, reformatted or amended résumés provided by Sharp & Carter to a Client in connection with these Terms and Conditions. Without limiting any other provision of these Terms and Conditions, the Client agrees that it will keep confidential all résumés, pricing and other material supplied by Sharp & Carter.
14.7 Sharp & Carter will procure an assignment of all intellectual property rights created, made or discovered by a Temporary Placement Candidate during a Candidate’s engagement or assignment with the Client (including any intellectual property rights in any material created by a Candidate for the Client) and, on assignment to Sharp & Carter, Sharp & Carter hereby agrees to assign all such intellectual property rights to the Client.
15.1 Subject to clause 15.2 below, each party agrees to treat the other party's Confidential Information as confidential, and will:
i. not disclose or use the Confidential Information, except in accordance with these this Agreement;
ii. keep the Confidential Information (and any material containing or relating to the Confidential Information) secure; and
iii. ensure that there is no unauthorised disclosure or use of the Confidential Information.
15.2 A party may disclose Confidential Information:
i. to the extent reasonably necessary to allow an employee, agent, contractor, or officer of a party to carry out or perform its obligations arising under these Terms and Conditions (provided that the person agrees to use the Confidential Information for no other purpose);
ii. with the express prior written consent of the other party;
iii. if required to do so by law or by government authority;
iv. to enforce a party's rights under these Terms and Conditions defend a claim made against a party in connection with these Terms and Conditions; or
v. to an expert or third-party adviser for the purpose of obtaining advice in relation to these Terms and Conditions.
15.3 Each party must promptly return or destroy all Confidential Information in its possession or control at the request of the other party or on termination or expiration of these Terms and Conditions for any reason unless that party is required to retain such information by law.
16. Marketing
16.1 The Client agrees that Sharp & Carter may use the Client’s name and logo for marketing and promotional purposes, including, but not limited to, case studies, client lists, presentations, and social media.
16.2 The Client retains the right to opt out of this usage and may do so by providing written notice to Sharp & Carter at any time. Upon receipt of such notice, Sharp & Carter will cease any further use of the Client’s name and logo for marketing purposes.
16.3 The Client agrees that Sharp & Carter may use the Client’s contact details to communicate information outside of a specific hiring process, including but not limited to new service offerings, market insights and research, float candidates, upcoming opportunities, and other recruitment-related news.
16.4 The Client may opt out of receiving such communications at any time by notifying Sharp & Carter in writing or by following the unsubscribe instructions provided in such communications.
17.1 The Client and Sharp & Carter shall each comply with all applicable laws including without limitation, all applicable occupational health and safety and equal employment opportunity laws. In particular, the Client shall always ensure the safety of all Temporary Placements and if the Client permits the Candidate to work from home or offsite or at a third party, the Client shall undertake inspections of such work areas.
18.1 Sharp & Carter may provide the services described in this Agreement directly or via one of its Related Bodies Corporate or Affiliates.
18.2 The Client acknowledges and agrees that each of the entities in the Sharp & Carter group (as published on Sharp & Carter’s website from time to time):
i. has appointed Sharp & Carter as its power of attorney to complete and execute this Agreement on its behalf;
ii. may take the benefit of and enforce the Agreement directly; and
iii. enters into this Agreement severally.
19.1 Either party may terminate this Agreement immediately on written notice to the other party if the other party breaches a material term of the Agreement and fails to remedy such breach within fourteen (14) days of receiving a notice to do so. For the purposes of this clause, a failure to pay recruitment Fees, Expenses or other amounts owing to Sharp & Carter under this Agreement or otherwise is deemed to be a material breach.
19.2 A Temporary Placement may be terminated as follows:
i. immediately, by the Client or Sharp & Carter if the Candidate engages in serious or willful misconduct; or
ii. by the Client, Sharp & Carter or the Candidate giving the minimum notice (or pay in lieu of notice) as set out in Sharp & Carter’s relevant confirmation of Assignment document.
19.3 Where this Agreement terminates, Sharp & Carter may:
i. to the extent permitted by law, retain any moneys paid to it for services provided prior to termination;
ii. invoice the Client for any unpaid amounts owing to it under these Terms & Conditions and, notwithstanding any other provision, the Client agrees to pay all such amounts immediately on receipt of invoice; and
iii. be regarded as discharged from any further obligations under this Agreement.
20.1 All clauses contained in this Agreement which are capable of operation after termination of the Agreement shall survive and continue to operate post termination.
21. Law and Jurisdiction
21.1 This Agreement shall be governed by and construed in accordance with the laws of the state in which the subject job placement exists and any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of that State.
22. Interpretation
22.1 A reference to a 'person' includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any government agency (whether or not having a separate legal identity).
SCHEDULE 1 – List of Sharp & Carter entities
Sharp & Carter Pty Ltd ATF The Sharp & Carter Unit Trust ABN 60 939 579 224
Sharp & Carter Finance and Accounting Pty Ltd ATF The S & C Finance and Accounting Unit Trust ABN 34 144 764 231
Sharp & Carter Accounting Clerical Pty Ltd ATF The S & C Accounting Clerical Unit Trust ABN 39 570 183 662
Sharp & Carter VIC Sales Pty Ltd ATF The S & C VIC Sales Unit Trust ABN 94 204 898 743
Sharp & Carter VIC Marketing Pty Ltd ATF The S & C VIC Marketing Unit Trust ABN 57 172 622 437
Sharp & Carter Management Consulting Pty Ltd ATF The S&C Management Consulting Unit Trust ABN 77 924 364 546
Sharp & Carter Legal Pty Ltd ATF The S & C Legal Unit Trust ABN 17 447 406 933
Sharp & Carter South East Melbourne Pty Ltd ATF The S & C South East Melbourne Unit Trust ABN 78 732 660 986
Sharp & Carter South East Melbourne Accounting Clerical Pty Ltd ATF The S&C South East Melbourne Accounting Clerical Unit Trust
ABN 86 494 095 832
Sharp & Carter Business Support Pty Ltd ATF The S & C Business Support Unit Trust ABN 44 253 812 103
Sharp & Carter Digital and Technology Pty Ltd ATF The S & C Digital and Technology Unit Trust ABN 65 318 212 186
Sharp & Carter Sydney Pty Ltd ATF The Sharp & Carter Sydney Unit Trust ABN 24 636 141 079
Sharp & Carter Sydney Accounting Clerical Pty Ltd ATF The Sharp & Carter Sydney Accounting Clerical Unit Trust ABN 30 296 062
310
Sharp & Carter North West Sydney Pty Ltd ATF The S&C North West Sydney Unit Trust ABN 58 523 411 809
Sharp & Carter North West Sydney Accounting Clerical Pty Ltd ATF The S&C North West Sydney Accounting Clerical Unit Trust ABN
35 929 301 286
Sharp & Carter NSW Sales & Marketing Pty Ltd ATF The S & C NSW Sales & Marketing Unit Trust ABN 30 992 830 482
Sharp & Carter NSW Technology, Projects and Digital Pty Ltd ATF The S&C NSW Technology, Projects and Digital Unit Trust ABN 96
526 803 817
Sharp & Carter Brisbane Executive Pty Ltd ATF The S&C Brisbane Executive Unit Trust ABN 51 401 738 394
Sharp & Carter Brisbane Professional HR Pty Ltd ATF The S&C Brisbane Professional HR Unit Trust ABN 99 532 031 641
Sharp & Carter Brisbane Sales & Marketing Pty Ltd ATF The S&C Brisbane Sales & Marketing Unit Trust ABN 54 906 818 806
Sharp & Carter Brisbane Finance & Accounting Pty Ltd ATF The S&C Brisbane Finance & Accounting Unit Trust ABN 56 640 893 568
Sharp & Carter Brisbane Accounting Clerical Pty Ltd ATF The S&C Brisbane Accounting Clerical Unit Trust ABN 89 672 135 967
Sharp & Carter Brisbane Technology, Projects and Digital Pty Ltd ATF The S&C Brisbane Technology, Projects and Digital Unit Trust
ABN 96 330 543 922
Sharp & Carter Sydney North Shore Pty Ltd ATF The Sharp & Carter Sydney North Shore Unit Trust ABN 56 324 190 194
Sharp & Carter Sydney North Shore Accounting Clerical Pty Ltd ATF The Sharp & Carter Sydney North Shore Accounting Clerical Unit
Trust ABN 51 881 549 002
Sharp & Carter South West Sydney Pty Ltd ATF The S&C South West Sydney Unit Trust ABN 23 402 579 961
Sharp & Carter South West Sydney Accounting Clerical Pty Ltd ATF The S&C South West Sydney Accounting Clerical Unit Trust ABN
53 808 487 917
Sharp & Carter Supply Chain Pty Ltd ATF The S&C Supply Chain Unit Trust ABN 68 938 537 864
Sharp & Carter Perth Accounting Clerical Pty Ltd ATF The S&C Perth Accounting Clerical Unit Trust ABN 40 287 559 886
Sharp & Carter Perth Digital & Technology Pty Ltd ATF The S&C Perth Digital & Technology Unit Trust ABN 78 873 689 115
Sharp & Carter Perth Finance & Accounting Pty Ltd ATF The S&C Perth Finance & Accounting Unit Trust ABN 82 239 179 682
Sharp & Carter HR Victoria Pty Ltd ATF The S&C HR Victoria Unit Trust ABN 51 570 399 511
Sharp & Carter HR NSW Pty Ltd ATF The S&C HR NSW Unit Trust ABN 23 171 436 423
Sharp & Carter Procurement Pty Ltd ATF The S&C Procurement Unit Trust ABN 50 291 781 678
Sharp & Carter Operations & Manufacturing Pty Ltd ATF The S&C Operations & Manufacturing Unit Trust ABN 66 385 508 875
Sharp & Carter Engineering Pty Ltd ATF The S&C Engineering Unit Trust ABN 44 781 327 006
Sharp & Carter Technical & Quality Pty Ltd ATF The S&C Technical & Quality Unit Trust ABN 87 328 190 605
Sharp & Carter Western Sydney Business Support Pty Ltd ATF The S&C Western Sydney Business Support Unit Trust ABN 47 892 887 207
Sharp & Carter VIC Healthcare Pty Ltd ATF The S&C VIC Healthcare Unit Trust ABN 28 193 897 588
S&C NSW Supply Chain Pty Ltd ATF The S&C NSW Supply Chain Unit Trust ABN 27 930 076 198
S&C Sydney Business Support Pty Ltd ATF The S&C Sydney Business Support Unit Trust ABN 26 742 621 804
S&C Professional Services Pty Ltd ATF The S&C Professional Services Unit Trust ABN 80 104 312 529
S&C Western Sydney Sales Pty Ltd ATF The S&C Western Sydney Sales Unit Trust ABN 99 298 795 381
S&C Sydney Sales Pty Ltd ATF The S&C Sydney Sales Unit Trust ABN 12 406 462 140
Sharp & Carter NSW Technical & Quality Pty Ltd ATF The S&C NSW Technical & Quality Unit Trust ABN 45 289 173 041
Sharp & Carter NSW Operations & Manufacturing Pty Ltd ATF The S&C NSW Operations & Manufacturing Unit Trust ABN 15 699 459 155
Sharp & Carter NSW Engineering Pty Ltd ATF The S&C NSW Engineering Unit Trust ABN 13 565 431 335
Sharp & Carter NSW Legal Pty Ltd ATF The S&C NSW Legal Unit Trust ABN 64 962 037 836
Sharp & Carter Perth HR Pty Ltd ATF The S&C Perth HR Unit Trust ABN 52 440 905 549
Sharp & Carter QLD Healthcare Pty Ltd ATF The S&C QLD Healthcare Unit Trust ABN 62 484 873 318
Sharp & Carter Brisbane Business Support Pty Ltd ATF The S&C Brisbane Business Support Unit Trust ABN 92 848 707 665
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