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Terms of Business

1.     Definitions

candidates’ refers to any person who has been represented by Max People or presented to the client.

Client’ refers to the business named above, which receives Services from Max People in accordance with these Terms of Business.

Executive Recruitment’ refers to a senior/executive leadership or specialised position where customised advertising and/or search process is undertaken on an exclusive basis.

Introduction’ refers to the means of presentation of a Candidate to the Client by Max People whether or not that Candidate was known previously to the Client.

Max People’ refers to Max People Limited (company number 3553574).

Personal Information’ refers to information about an identifiable individual.

Privacy Laws’ refers to the Privacy Act 1993 (and all subsequent legislative amendments to the Act).

'Services' refers to permanent recruitment and temporary labour hire services.

Temporary and/or Labour Hire Worker’ refers to any person represented by Max People and hired by the Client for a specific period. Within this contract, they will generally be referred to as “Workers”.  These Workers fulfil all the functions of regular employees and can help during increases in demands, or when full-time workers are absent from work.

2.     Scope of Services

Max People will provide the Services to the Client in accordance with these Terms of Business.

3.    Acceptance of Terms

3.1     Client requests, if any, for amended terms of the agreement are stipulated by the client in Section 13 (Special Conditions). Where conflict or ambiguity exists, Special Conditions take precedence. The Parties agree that no annotations or alternate terms form part of this agreement unless stated in Section 13 by the Client and accepted by Max at the time of execution of the agreement document.
3.2     The Terms of Business as set out below constitute a contract between Max People and the Client.
3.3     The Client accepts the Terms of Business by signing at the end of this document (whether personally or by a representative on the Client's behalf).
3.4     The terms of Business may be revisited and altered from time to time (unilaterally) by Max, the changes will take effect at the time of change, once agreed by the Client.
3.5     These Terms of Business apply to all Introductions of Candidates made to the Client by Max People for either permanent or temporary placements, subject only to any variation recorded in writing and mutually agreed to by the parties.
3.6     Max People will use all reasonable endeavours to source and locate suitable Candidates to meet the Client's needs. However, Max People shall not be liable for any losses or damages (including, but not limited to, loss of profits or business) to the Client as a result of the failure of Max People to supply any Candidates for any reason.
3.7     Max may carry out any credit checks and reserves the right to cease services at its sole discretion.
3.8     All fees and hourly rates are stated exclusive of GST.
3.9     Any implied terms, conditions or warranties are expressly excluded from these Terms of Business.
3.10   These Terms of Business are valid for 24 months from the date of acceptance and will be renewed and/or reviewed on the anniversary (subject to any right of termination by either party). If the 24-month period expires without revised terms agreed then the previous terms of business are still applied to orders.

4.     Candidate / Contractor Ownership

4.1     Any Candidate referred and presented by Max People to the Client remains a Max People Candidate for a period of twelve (12) months from the date of the final interview, initial Introduction of the Candidate or final day of work provided, whichever is the latter. 
4.2     If the Candidate is hired by the Client or any other person or organisation to which the Client has referred the Candidate to, in any position, whether permanent, temporary or contract, within the period referred to in clause 4.1, then the fees referred to in clause 6 will apply.
4.3     All contact pertaining to permanent employment matters with the Candidate must be channelled through Max People.

5.     Payment of Fees

5.1     Max People may send invoices by email to the email address supplied by the Client.
5.2     Unless otherwise agreed in writing with the Client, Max People’ invoices are payable as follows:
           a.    Fees for permanent placements need to be paid on or before fourteen (14) days after the invoice date.
           b.    Fees for temporary placements are invoiced weekly and need to be paid on or before seven (7) days after the invoice date.
5.3     The Client must pay all charges and fees plus GST, which have been invoiced to them by Max People by the payment due date as stated in clause 5.2.
5.4     The fee payable by the Client to Max People (referred to in clause 6) is for the Introduction of a Candidate, which results in that Candidate being employed by the Client (or a related organisation or person) either in a permanent, temporary or contract capacity. The fee is payable whether such an offer is made immediately during the period referred to in 4.1.
5.5     All Introductions are confidential. Client referrals of a candidate or worker within the period set out in 4.1 will incur a fee as set out in Section 6.
5.6     Max People may charge default interest on debts at 15% per annum (calculated daily) until all debts are paid.  The Client is liable for any recovery costs and expenses incurred by Max.
5.7     No Party owing has the right to offset disputed amounts from amounts due.

6.     Permanent and Fixed Term Placements - Scale of Fees and Guarantee Periods

6.1     A minimum placement fee of $2,500.00 will apply for each permanent or fixed-term placement made with the Client regardless of salary level for the position taken.
6.2     The costs of print media advertising or specifically requested advertising by the Client will be borne directly by the Client.
6.3     Temporary to Permanent Placements - Where a temporary worker is requested to join Client Employment the amount due to Max will be based on the time period spent by the worker in provision to the Client as follows-

a. 0 - 6 months Full permanent placement fee
b. 6 months - 12 months 50% of the permanent placement fee
c. 12 months + A flat fee of $2,500.00 (minimum placement fee)

6.4     Permanent Placements
           a. Invoiced fees are calculated as a percentage of the Candidate's fixed Annual Salary Package (ASP) Earnings.  ASP Earnings are defined as base salary + tangible benefits (excluding medical or superannuation related benefits) + contributions to a superannuation scheme (including employer contributions to KiwiSaver) + motor vehicle allowance or value of the use of company vehicle (where the Candidate obtains a company vehicle as part of their package then this is deemed to have an ascribed value of $15,000.00) + guaranteed bonus (where applicable).  
           b. The fee calculated structure is scaled as follows:

ASP less than $60 000 per annum 12%
ASP of $60,000.00 or more per annum 15%
Executive Recruitment 15% (By Exclusive Retained Recruitment ONLY)

          c. Fixed-term placements of less than twelve (12) months duration are pro-rated at the same scales but charged for the duration of the fixed term placement only.
6.5     For Exclusive Retained Recruitment of a Candidate one third (1/3) of the fee is charged at the commencement of the campaign, the second third (2/3) at the short-listing stage and the final third (3/3) upon successful placement of the Candidate.
6.6     If a permanent engagement terminates within a worker’s trial period, Max People shall use its reasonable endeavours to provide a replacement Candidate (subject to any fee adjustments for difference in remuneration and agreed on additional advertising costs) if:
           a. The fee payable for the original Candidate was paid by its due date;
           b. Max People receives written notification from the Client of the termination of engagement within three (3) days of the termination;
           c. The Client requires the replacement to undertake an identical job description to the original Candidate;
           d. The original Candidate has resigned. (Termination of the engagement must not be due to any restructuring process undertaken by the Client or for any other reason)
           e.The Client uses Max People exclusively for this purpose for a minimum period of six weeks from the date of termination of the engagement (Exclusive Period) and does not cause unreasonable delay in the interview process during the Exclusive Period.
6.7     In circumstances where Max People is unable to find a replacement Candidate by the expiry of the Exclusive Period, then 80% of the placement fee will be returned by Max.
6.8     The terms of section 6 are strictly limited to the provision of a single replacement Candidate for any original Candidate placed by Max People with the Client.
6.9     If a replacement Candidate’s Annual Salary Package is greater than the original Candidate then the Client pays this, however, if the Annual Salary Package is less than the previous then Max will credit the difference to the Client.

7.     Temporary And/or Labour Hire Placements

7.1     The Client may request the supply of Temporary and/or Labour Hire Workers (herewith referred to as Worker/s) from Max People from time to time.
7.2     When suitable Workers are available Max People will send the Client their details which will include name, competencies (including qualifications and experience only if requested) and hourly rate. Max cannot warrant the accuracy of the information.
7.3     Workers and Contractors are to be deemed employees of Max People only. Max People is responsible for wages, PAYE, ACC levies and
any payments for leave.
7.4     Where Workers are required to work on statutory holidays the hourly rate of the Worker may be increased in order to pay the Worker at the rate prescribed by the Holidays Act 2003 and any time in lieu. The additional cost is payable by the Client.
7.5     On the first business day of each week, the Client must send Max People by email accurate timesheets for the preceding week for each Worker.  These timesheets must be signed by the Worker and one of the Client’s authorised staff. It is the responsibility of the Client to ensure only authorised representatives sign timesheets as once signed the hours on the timesheet become payable.
7.6    The minimum assignment for a Worker is 4 hours per day (unless otherwise agreed in writing) and this is the minimum the Client will be charged if the Worker works a lesser number of hours (or is requested to turn up within 24 hours) on any given day. (On Rain days the worker must be notified a minimum of one hour before work is due to start or there will be a minimum charge of four hours.)
7.7     If the Client considers a Worker unsuitable, unsatisfactory or believes the Worker has engaged in misconduct, the Client must:
          a.    Immediately notify Max People (including the reasons why the Client considers the Worker unsuitable);
          b.    Comply with instructions given by Max People regarding the handling of the Worker; and
          c.    Acknowledge that the Client may not take any disciplinary action other than standing the Worker down or removing him/her from the site. On receiving the Client’s notification, in consultation with the Client, Max People will do what it reasonably can to remove the Worker from the site and find a substitute Worker as soon as reasonably possible.
7.8     When supplying Workers, Max People will ensure that:
           a.    Workers have been supplied with safety footwear, a hard hat and a high visibility vest.  If the Client advises that they also require gloves and/or safety glasses for the work they will be doing, an initial set of gloves and glasses will be supplied (replacement sets will be the Client’s responsibility).
           b. Task-specific PPE beyond the items expressed in 7.8 (a) must be provided by the client as required. 
           c.    When placing tradespeople (i.e. not labourers or general hands) that they have a standard Max tool pack relevant to their trade. Refer to Max website for a tools list and options for additional tool requests.
7.9     When Workers are on-site, the Client is responsible for (at the Clients cost):
          a.    Making sure that they have and use all the protective clothing, tools and equipment they require and that the clothing, tools and equipment are maintained in good and safe working order;
         b.    Their direction and control in a way that is appropriate to the place, nature and type of work;
         c.    Any specific on-the-job training and instruction including site policies and procedures;
         d.    The safety of the Workers, including ensuring they are fully aware of all hazards and potential hazards on site and that such hazards are eliminated or minimised where the Client is able;
         e.    Ensuring that at all times, the site and all the Client’s procedures strictly comply with the relevant health and safety legislation and all other relevant statutory and regulatory requirements;
         f.    Immediately providing Max People with a copy of any records or notifications of near-misses, accidents or illness relating to a Max People Worker or which might reasonably be considered to be relevant to a Worker’s safety; and
        g.    Maintaining the confidentiality and privacy of all information supplied by Max People relating to the Workers.

7.10     The client must pay for the hours taken for workers to undertake specific training or assessment. 
7.11     Workers are not required to use their own vehicles for work-related purposes while on assignment.  For the avoidance of doubt 7.10 excludes a Worker transporting to and from the site at the beginning and end of the workday.
7.12     Max People reserves the right to substitute one Worker for another if the need arises (in Max People's sole discretion). However, the Client may be consulted first in order to minimise any disruption to the Client’s work on hand.
7.13     The Client may terminate a Worker’s assignment by giving Max People no less than two (2) working days’ notice in writing and will be liable for all fees up to and including the termination date.  In this case, the Client will provide Max People with final timesheets within 1 working day of the termination date.  
7.14     Max People may terminate any Worker’s assignment, immediately and without notice, if:
            a.    It considers that a Worker’s health and safety is unreasonably at risk; or
            b.    The Client has failed to pay any amounts owing to Max People within seven (7) calendar days after the due date for payment; or
            c.    Any credit checks carried out by Max People in accordance with clause 3.6 are deemed unsatisfactory.

8.     Liabilities – Applicable to All Placements

8.1     Max People endeavours to ensure the suitability of any Candidate introduced to the Client and to provide the highest standards of recruitment service but give no warranty for such suitability or for the accuracy of information obtained from either the Candidate or from any other person connected to the Candidate.
8.2     From the time the worker is provided to the Client, they are under the direct control and management of the Client. Performance assessment and ongoing performance of the worker is the responsibility of the Client
8.3     Max People is not liable under any circumstances for any loss, liability, damage, costs, claims or expenses suffered or incurred by the Client arising from or in any way connected with the recruitment or engagement of any Candidate under any circumstance.
8.4     The Client indemnifies and keeps indemnified Max People against any costs, claims and liabilities, which Max People may incur arising from or in any way connected with the Client’s engagement of the Candidate.
8.5     Any Candidate’s reference (or information relating to a reference), which Max People may provide during the recruitment process or at any time thereafter, is provided without liability and in strict confidence for the Client’s information only. The Client agrees not to disclose such information to any other person.
8.6     The Client indemnifies Max People against all liability, losses or expenses incurred by Max People or a Worker (including indirect or consequential loss) as a result of any breach by the Client of these Terms of Business.
8.7     Max People is not liable for any delay or failure to perform any of the obligations set out in these Terms of Business if such failure is the result of causes beyond its reasonable control (excluding fault and negligence).
8.8     The Client must pay for Workers 30 minutes lunch break.
8.9     If any relocation is required by plane travel, then this is payable by the Client and will be agreed prior to supply of the worker.
8.10    Accommodation and food allowances for workers who are required to stay away from home are paid for by the Client, with specifics being arranged on agreement by the parties in writing only unless specifically agreed in writing otherwise the Client pays for accommodation and food of the Workers away from home and this is not included within the hourly rate
8.11    Force Majeure events which affect the ability of workers being able to return home are the responsibility of the Client.

9.     Confidentiality and Privacy

9.1     Any information, whether written or verbal supplied to the Client by Max People, is confidential and should not be disclosed to any other party without the written consent of Max People.
9.2     The Client agrees not to use personal information except for the purpose of engaging or considering a Candidate to provide services to their organisation.
9.3     The Client is to ensure that before disclosing any personal information to Max People that the Client is entitled to disclose that information and Max People may use and disclose such information for the purpose of performing its obligations under these Terms of Business.
9.4     Failure by either party with respect to compliance with the Privacy and/or failure to remedy the same with immediate corrective action may result in termination of this contract.

10.     Termination

10.1    Max People may terminate this contract:
           a.    Immediately if any credit checks carried out by Max People in accordance with clause 3.6 are deemed unsatisfactory, or
           b.    At any time and for any reason by providing seven (7) days written notice to the Client.
10.2    Either party may terminate this contract immediately if:
            a.    The other party commits a material breach of these Terms of Business which is either not capable of rectification or is capable of rectification but is not rectified within 14 days of receipt of a notice from Max People; or
            b.    The other party becomes insolvent or enters into liquidation or bankruptcy.
10.3     The Client will be liable for all amounts payable up to the date of termination.
10.4     Termination under this clause 10 will not affect any other remedies which either party may have against the other.

11.     Miscellaneous

11.1    If a dispute arises regarding these Terms of Business:
          a.    Max People and the Client shall jointly attempt to settle the dispute by agreement or mediation prior to commencing legal proceedings;
          b.    Nothing in this clause shall prevent either party from seeking urgent injunctive relief.
11.3    The Client may not assign the benefit of these Terms of Business without Max People’s prior written consent (which is given at Max People’s sole discretion).
11.4    The parties must provide notices to each other under these Terms of Business in writing and delivered personally, by post, by fax or by email.  The parties will advise each other of the addresses for notices (and advise the other of any change to any address).  Notices will be deemed to have been received:
            a.    If posted, three (3) business days after posting;
            b.    If faxed, on completion of transmission;
            c.    If emailed, sending completion.
11.5    The law of New Zealand applies to these Terms of Business and the transactions contemplated by it.  The courts of New Zealand have jurisdiction in respect of these Terms of Business and the transactions contemplated under this document.

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