TERMS & CONDITIONS
These Terms and Conditions are for the Provision of Recruitment & Consultancy Services by The Millennial Talent Agency, operated by Inspiring Stories, a New Zealand registered charity (CC45932) operating nationwide with the vision to see every young New Zealander unleash their potential to change the world.
Operated by Inspiring Stories, The Millennial Talent Agency (“the Agent”) locates, selects and places candidates for either permanent/temporary employment or engagement as an independent contractor (“the Candidate”) to client businesses (“the Client”) on the following terms and conditions:
1.1 “Agent” means The Millennial Talent Agency , its successors and assigns or any person acting on behalf of and with the authority of The Millennial Talent Agency.
1.2 “Client” means the person/s requesting the The Millennial Talent Agency to provide the Services as specified in any invoice, document or order, and if there more than one person requesting the Services is a reference to each person jointly and severally.
1.3 “Candidate” shall mean any individual sent by the Agent to the Client for employment by the Client on a permanent, temporary or fixed term basis.
1.4 “GST” means “GST” means Goods and Services Tax arising pursuant to the Goods and Services Tax Act 1985 and includes any tax charged in substitution for that tax.
1.5 “Services” means the provision of Candidates and any other work undertaken or services provided by the Agent to or for or on behalf of the Client.
1.6 “Fee” shall mean the price payable for the Services (which includes the Placement Fee, Deposit, and any additional charges and disbursements associated with the Services) as agreed between the Agent and the Client in accordance with clause 6 of this contract.
2.1 The Client is taken to have accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services provided by the Agent.
2.2 These terms and conditions may only be amended with the Agent’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and the Agent.
2.3 Once the Candidate has been placed as an employee with the Client, the Client is deemed to be the Candidate’s employer and is solely responsible for the Candidate (including remuneration and employment conditions). Subject to clause 5, the Agent shall have no liability or obligations in respect of the Candidate, including without limitation, in respect of the cessation of employment of the Candidate by the Client for any reason.
3 Provision of the Services
3.1 The Agent undertakes to use its best endeavours to provide reliable Services, and supply suitable, competent Candidates based on the Client’s requirements. The Client agrees to clearly instruct the Agent of its requirements for Candidates and to notify the Agent immediately if there is any change in those requirements.
3.2 Any time specified by the Agent for provision of the Services is an estimate only and the Agent will not be liable for any loss or damage incurred by the Client as a result of provision being delayed. However both parties agree that they shall make every endeavour to enable the Services to be provided at the time and place as was arranged between both parties. In the event that the Agent is unable to provide the Services as agreed solely due to any action or inaction of the Client then the Agent shall be entitled to charge a reasonable Fee for re-providing the Services at a later time and date.
3.3 The Agent may replace a Candidate (who has been supplied on a temporary basis) at any time with another Candidate of comparable qualifications without notice to the Client.
4. Introduction of the Candidate
4.1 The introduction of the Candidate is strictly confidential between the Client and the Agent. The Client shall be liable to pay the Agent the appropriate Fee if, within six (6) months of completion of the initial employment of a Candidate with the Client on a temporary basis, or during the employment of a Candidate with the Client on a temporary basis, the Candidate is offered permanent employment by the Client, is further employed on a temporary basis by the Client, or is introduced by the Client to a third party and the Candidate is then employed by the third party on a permanent or temporary basis.
4.2 If the Client employs any Candidate introduced to the Client by the Agent within six (6) months of the introduction, or if any Candidate is introduced by the Client to a third party and the Candidate is then employed by the third party on a permanent or temporary basis within six (6) months of the original introduction by the Agent, then the Client shall be liable to pay the Agent the permanent recruitment fee of 15% of the annual salary unless otherwise stated in accordance with clause 6.3(b).
5. Replacement Guarantee
Permanent Basis Only:
5.1 The Agent provides a three (3) month replacement guarantee (subject to the conditions set out in clause 5.3) with every Candidate supplied on a permanent basis. No guarantee is provided for Candidates who were originally provided on a temporary basis. The replacement guarantee period shall begin from the first day that the Candidate is employed by the Client.
5.2 If the employment of the Candidate ceases for any reason (except for the exemptions stated in 5.3 (a,b,c,d,e and f) The Agent will source one alternative / suitable Candidate. If a replacement is not required a credit letter will be issued and honoured for (twelve)12 months for subsequent placements based on the following scale:
Guarantee Period Replacement value
0-4 weeks employed 100%
4-8 weeks employed 75%
8-12 weeks employed 50%
5.3 The conditions applicable to the replacement guarantee given by clause 5.1 are:
a. cessation of employment is due to poor performance by the Candidate, or the Candidate ceases employment by their own choice, and not due to restructuring of the job description, or redundancy, or redeployment caused by the Client;
b. payment in full of the Fee has been made within 14 days of receipt of invoice;
c. the replacement guarantee is limited to one Candidate replacement only;
d. the Client is to advise the Agent in writing within fourteen (14) days of employment separation that the Client wishes to engage the replacement process;
e. the Fee will be adjusted accordingly where the remuneration package differs from the initial placement;
f. in respect of all claims the Agent shall not be liable to compensate the Client for any delay in replacing the Candidate.
5.4 Temporary Basis Only:
a. At the end of each week (or upon the completion of a temporary engagement of a Candidate of less than one (1) week) the Client shall submit a timesheet (approved and endorsed by the Client) confirming the hours worked by the Candidate.
b. It is the responsibility of the Client to:
i.) provide supervision of Candidates to ensure that work is carried out to a satisfactory standard; and
ii.) provide Candidates with appropriate information, supervision and training to enable them to work safely; and
iii.) provide our Candidate with a workplace-specific and job-specific induction which is to be completed at the commencement of employment; and
iv.) familiarise the Candidate with the Clients operations, facilities, policies and procedures, and properly inform the Agent of any specific requirements of the job for which the Candidate has been hired to perform; and
v.) provide safe working conditions and to comply with all statutory and other obligations that are applicable pursuant to New Zealand Law (including, but not limited to, Occupational Health and Safety legislation) to employers and otherwise to treat the Candidate as if they were employed by the Client; and
vi.) effect and maintain insurance cover in respect of any claims which may be made against the Client by a Candidate that arise as a result of the Client’s occupation of premises, and otherwise in respect of any act or omission in respect of machinery, equipment or vehicle(s) used by Candidate, and to indemnify the Agent against any such claims.
c. The Client acknowledges that it remains responsible for controlling the manner, time and place in which the Candidate shall carry out their duties, as assigned by the Client, and that in doing so the Client shall be liable for all acts and omissions of Candidates as for employees that have been employed directly by the Client.
d. If the Client requires a change to the role in which the Candidate is employed, the Client must first obtain written approval from the Agent.
e. The Client shall notify the Agent immediately of any accidents involving the Candidate.
5.5 Permanent Basis Only:
a. The Client acknowledges that, once the Agent has placed a Candidate with the Client, that the Client shall then be solely responsible for the remuneration and employment conditions of that Candidate as per sub-clause 2.3
6. Fee and Payment
6.1 At the Agent’s sole discretion the Fee shall be either:
a. as indicated on invoices provided by the Agent to the Client in respect of Services provided; or
b. the Agent’s quoted Fee (subject to clause 6.2) which shall be binding upon the Agent provided that the Client shall accept the Agent’s quotation in writing within thirty (30) days.
6.2 The Agent reserves the right to change the Fee if any material change to the specifications of the Services is requested which requires the Agent to perform additional or varied work. This includes cancellation in section 7 (1) and (2)
6.3 Unless otherwise agreed in writing between the parties, the Fee for the placement of a Candidate shall be calculated:
Temporary Basis Only:
a. for temporary placement, on an hourly rate basis (hours will be charged to the nearest half hour) with the minimum length of time a Candidate shall be employed being four (4) hours per day. The hourly rate Fee excludes GST but includes ACC premiums, PAYE tax, Kiwisaver deductions, and any other deductions/levies required by New Zealand Law.
Permanent Basis Only:
b. for permanent placement, as the agreed percentage of 15% of the Candidate’s gross equivalent annualised remuneration package, which will include base salary as well as any other benefits to the Candidate. Where fringe benefits apply, such as a car allowance, they are regarded as a part of a Candidate’s remuneration, and this factor will be included when assessing the Fee. Motor vehicles provided to Candidates will be valued at a minimum of $15,000.00 per annum or as agreed between the Agent and the Client;
6.4 Time for payment for the Services being of the essence, the Fee will be payable by the Client on the date/s determined by the Agent, which may be:
a. the date specified on any invoice or other form as being the date for payment; or
b. failing any notice to the contrary, the date which is fourteen (14) days following the date of any invoice given to the Client by the Agent.
6.5 Payment may be made by cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client and the Agent.
6.6 Unless otherwise stated the Fee does not include GST. In addition to the Fee the Client must pay to the Agent an amount equal to any GST the Agent must pay for any supply of Services by the Agent under this or any other agreement. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Fee. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Fee except where they are expressly included in the Fee.
6.7 The Client acknowledges and agrees that the Client’s obligations to the Agent for the provision of the Services shall not cease until:
a. the Client has paid the Agent all amounts owing for the particular Services; and
b. the Client has met all other obligations due by the Client to the Agent in respect of all contracts between the Agent and the Client.
6.8 Receipt by the Agent of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Agent’s ownership or rights in respect of the Services, and this agreement shall continue.
7.1 The Agent may cancel any contract to which these terms and conditions apply or cancel provision of the Services at any time before the Services are provided by giving written notice to the Client. On giving such notice the Agent shall repay to the Client any sums paid in respect of the Fee. The Agent shall not be liable for any loss or damage whatsoever arising from such cancellation.
7.2 Service Fee: In the event that the Client cancels provision of the Services the Client shall be liable for any loss incurred by the Agent (including, but not limited to, any expenses incurred, time invested and any loss of profits) at not less than $150.00 per hour plus GST up to the time of cancellation.
8. Default and Consequences of Default
8.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) plus GST per calendar month (and at the Agent’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
8.2 If the Client owes the Agent any money the Client shall indemnify the Agent from and against all costs and disbursements incurred by the Agent in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Agent’s collection agency costs, and bank dishonour fees).
8.3 Without prejudice to any other remedies the Agent may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions the Agent may suspend or terminate the provision of Services to the Client. The Agent will not be liable to the Client for any loss or damage the Client suffers because the Agent has exercised its rights under this clause.
8.4 Without prejudice to the Agent’s other remedies at law the Agent shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Agent shall, whether or not due for payment, become immediately payable if:
a. any money payable to the Agent becomes overdue, or in the Agent’s opinion the Client will be unable to make a payment when it falls due;
b. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
c. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
9. Limitation of Liability
9.1 The Agent endeavours to provide an accurate background check on Candidates qualifications and experience. However these details are based on information made available by Candidates and their referees. Therefore no responsibility can be accepted by the Agent for errors, omissions, or incorrect conclusions.
9.2 In no circumstances shall the Agent be liable for any personal injury resulting in injury or death, loss and/or damage or expense arising out of or caused by any act or omission of a Candidate whether or not any such act or omission is negligent, and the Client acknowledges and agrees to indemnify Candidates against all such liability whether alleged or proved. The Client is to include all Candidates in the Client’s own public liability insurance cover.
9.3 Whilst the Agent makes every effort to ensure a Candidate’s integrity, and endeavours to submit Candidates that are suitable for the Client’s needs, no liability will be accepted for any loss, damage, or other costs, irrespective of how they are caused, or which the Client may suffer, or for which the Client may become liable, arising out of, or in connection with, the introduction of a Candidate to the Client (including, but not limited to, where a Candidate is required as part of any assignment to handle money’s, securities, valuables or confidential information).
9.4 The Client hereby disclaims any right to rescind, or cancel any contract with the Agent or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by the Agent, and the Client acknowledges that the Services are bought relying solely upon the Client’s skill and judgment.
9.5 The Client undertakes to indemnify the Agent against any loss or damages suffered and/or any costs incurred by the Agent as a result of any direct or indirect consequence of the employment of Candidates including but not limited to circumstances involving contributory negligence.
9.6 The Client agrees to indemnify the Agent against any claim whatsoever by the Candidate in respect of working conditions, harassment or discrimination allegations, or any other issue arising out of the workplace managed by the Client.
10. Consumer Guarantees Act 1993
10.1 If the Client is acquiring Services for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Services by the Agent to the Client.
11. Privacy Act 1993
11.1 The Client authorises the Agent or the Agent’s agent to:
a. access, collect, retain and use any information about the Client;
i.) (including any overdue fines, information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
ii.) for the purpose of marketing products and services to the Client.
iii.) disclose information about the Client, whether collected by the Agent from the Client directly or obtained by the Agent from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
11.2 Where the Client is an individual the authorities under clause 11.1 are authorities or consents for the purposes of the Privacy Act 1993.
11.3 The Client shall have the right to request the Agent for a copy of the information about the Client retained by the Agent and the right to request the Agent to correct any incorrect information about the Client held by the Agent.
12.1 All information regarding Candidates, whether written or verbal, is supplied to the Client in confidence and is not to be disclosed to any other party without the express written consent of the Agent.
12.2 The Client shall ensure that the Candidate is accountable to the Client’s company policies in respect to the protection of the Client’s confidential information and intellectual property. The Agent shall not be liable for any claim in respect to the Client’s confidential information and intellectual property arising from the actions of the placed Candidate.
12.3 All information will be subject to the provisions of the Privacy Act 1993, and its variations as determined.
13. Change in Ownership or Control
13.1 The Client shall give the Agent not less than fourteen (14) days prior written notice of any proposed change of ownership or control of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by the Agent as a result of the Client’s failure to comply with this clause.
14. Personal Property Securities Act 1999 (“PPSA”)
14.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
these terms and conditions constitute a security agreement for the purposes of the PPSA; and
a security interest is taken in all collateral (account), being a monetary obligation of the Client to the Agent for Services previously provided (if any) and that will be provided in the future by the Agent to the Client.
14.2 The Client undertakes to:
sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Agent may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
indemnify, and upon demand reimburse, the Agent for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any registration made thereby;
not register a financing change statement or a change demand without the prior written consent of the Agent.
14.3 The Agent and the Client agree that nothing in sections 114(1) (a), 133 and 134 of the PPSA shall apply to these terms and conditions.
14.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
14.5 Unless otherwise agreed to in writing by the Agent, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
14.6 The Client shall unconditionally ratify any actions taken by the Agent under clauses 1 to 14.5.
15. Security and Charge
15.1 In consideration of the Agent agreeing to provide Services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
15.2 The Client indemnifies the Agent from and against all the Agent’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Agent’s rights under this clause.
15.3 The Client irrevocably appoints the Agent and each director of the Agent as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 15 including, but not limited to, signing any document on the Client’s behalf.
16.1 The failure by the Agent to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Agent’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
16.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
16.3 The Agent shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Agent of these terms and conditions (alternatively the Agent’s liability shall be limited to damages which under no circumstances shall exceed the Fee).
16.4 The Client shall not be entitled to set off against, or deduct from the Fee, any sums owed or claimed to be owed to the Client by the Agent nor to withhold payment of any invoice because part of that invoice is in dispute.
16.5 The Agent may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
16.6 The Client agrees that the Agent may amend these terms and conditions at any time. If the Agent makes a change to these terms and conditions, then that change will take effect from the date on which the Agent notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for the Agent to provide Services to the Client.
16.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
16.8 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.