Upon the receipt of these Terms and Conditions, the recipient, the person, or organisation (hereinafter referred to as “the Client”) registered with Medical Recruitment Pty Ltd acknowledges and agrees that the Client has accepted these terms and conditions by proceeding to use the services detailed in this Agreement, whereupon the Agency will provide the services on the basis that they are binding upon the Client.
"Agreement" means acknowledgement that the Parties are engaged in business as contemplated by the terms and conditions herein contained;
"Candidate" means any Doctor, Practice Manager, RN, EEN, Receptionist or any other individual introduced and/or placed by the Agency for a Position with the Client.
"The Agency" means Medical Recruitment Pty Ltd a duly incorporated company, having its registered office and principal place of business in the State of Queensland Australia.
"Charges" means the amount charged by the Agency for the services provided and payable by the Client in the terms as set out in Schedule 1.
"Client" means any organisation or individual, partner, deputy, employee, associated clinic, successor or assigns to the Party having engaged the services of the Agency.
"Confidential information" means any and all information disclosed by either Party to this Agreement relating to:
(i) the business of either Party or their respective entities, business, partners, or Clients;
(ii) personnel, policies, or business strategies of either Party;
(iii) Any Candidates introduced to the Client by the Agency
"GST" means goods and services tax or any like tax chargeable on goods and services, and has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
"Parties" means Medical Recruitment Pty Ltd, the Agency and the Client.
"Position" means the appointment and/or placement of any Candidate in any Position by the Client, whether casual, temporary, as a Locum, or permanent and paid on an agreed form of payment, be it a dollar value per hour, per session, weekly, monthly, a percentage portion of gross earnings, a profit share, or an agreed salary package within twelve 12 months of the introduction or last placement of the Candidate by the Agency to the Client.
"Services" means the services provided by the Agency to the Client being the provision of information resulting in either directly or indirectly, the referral, appointment, and/or placement of a Candidate in any Position of any nature with the Client.
1.1 Interpretation A reference to a person includes a reference to bodies corporate and unincorporated associations and partnerships and/or trusts, or not for profit organisations.
Where a word or phrase is given a specific meaning, other parts of speech and grammatical forms of that work or phrase have corresponding meanings. Monetary references are references to Australian currency.
Where the context requires words in the singular, this includes the plural and vice versa.
2.1 The Agency will supply the Services to the Client pursuant to the terms and conditions set out in this Agreement.
2.2 The Agency shall exercise its sole discretion as to the most appropriate and effective manner of supplying the Services to the Client.
3.1 This Agreement shall commence on the date herein and shall continue until 30 days notice in writing of intention to terminate this agreement is given by one party to the other in accordance with clause 17 hereof.
4. Acceptance of a Candidate by the Client
4.1 The Client shall have accepted a Candidate if the Client offers, whether verbally or in writing, a Position to a Candidate within twelve (12) months of the referral of a Candidate by the Agency to the Client.
5. Acceptance of a Position by a Candidate
5.1 A Candidate will be taken to have accepted the Position if a Candidate enters into any contract, arrangement, practice, understanding or undertaking, whether directly or indirectly, formally or informally, in writing or verbally, to work for, or on behalf of, or in connection with the Client or a related body incorporated or otherwise or any organisation within twelve (12) months of a Candidate being introduced to the Client by the Agency.
6.1 The Charges will be made by the Agency for the provision of the Services and the method of payment is set out in Schedule 1.
6.2 The Charges may be amended from time to time but such amendments shall not be applicable during the currency of the placement of a Candidate.
6.3 Notice of amendment of charges shall be provided to the Client upon request.
6.4 The Charges are exclusive of taxes, including withholding and G.S.T., and any duties imposed or levied or leviable in Australia or abroad in connection with the supply of Services under this Agreement. The Parties expressly agree that the Charges may be increased to account for the imposition of any new tax after the date of this Agreement and the Parties agree that is the cost to the Agency of its supply of Services is reduced by repeal of any existing tax then that reduction will be passed on to the Client before calculation of the new tax increase or decrease.
6.5 The Client shall pay the Charges and G.S.T. on the invoice within fourteen days of the date of the issue of the invoice or otherwise in accordance with special terms and conditions as may be set out in Schedule 1 hereto as having been agreed to between the parties.
6.6 Locum agency fees apply to all written confirmation of days and hours.
6.7 If after the issue of an invoice by the Agency the Client disputes the whole or any part of the amount claimed in the invoice, then:
(i) The Client shall pay the proportion not in dispute within thirty (30) days of the date the invoice is issued.
(ii) Notify the Agency in writing within seven (7) days of the date of the invoice; of any alleged grounds of dispute; and
(iii) The Parties shall thereafter act reasonable and in a timely fashion to resolve the dispute in accordance with clause 15.
6.8 In the event the Client fails to pay the whole or any undisputed invoice within thirty (30) days of the date of that invoice, the Agency is entitled to charge a late fee of fifteen (15%) percent per calendar month cumulative until the invoice is paid.
6.9 In addition to the amounts set out above and in Schedule 1 attached hereto, the Client agrees to indemnify the Agency for all legal costs (on a solicitor and own Client or full indemnity basis whichever is the greater) and other expenses incurred by the Agency in connection with any demand, action, or other proceeding (including mediation, out of court settlement or any action taken for recovery of debt from the Client) arising out of a breach of these terms including the failure by the Client to pay an amount by the due date.
7. Guarantees by the Agency
7.1 Subject to the placement fees paid to the Agency within thirty (30) days, or prior payment arrangements, if after a successful appointment by the Agency a Candidate is dismissed from the Permanent Position (except in the circumstances mentioned herein) within three (3) months of the commencement of the appointment exclusively as a result of inappropriate or inadequate skills, knowledge for the Position, or Candidate resigns with no client fault as outlined in 7.2 below, the Agency will, without charging any further Charges use its reasonable endeavours to introduce a new Candidate to fill the Position only if the placement fee is paid in full. In the event no new candidate is placed within a reasonable time period a refund will be made less time already worked (GP Locum placement daily rate or Medical and Admin Support Staff percentage rate as per Medical Recruitment Fees & Charges).
7.2 This guarantee will not apply if a Candidate ceases to occupy the Position due to and including but not limited to redundancy, retrenchment, internal re-organisation of the Client, withdrawal of medical registration status, professional indemnity issues or if the Client changes the place or conditions of work without prior written agreement with a Candidate and confirmation with the Agency.
7.3 If the Agency refers a Candidate in terms of Clause 7.1 and the salary package of the New Candidate varies from the Salary package of the old Candidate, then the relevant charges will be varied accordingly.
8. No Referral
8.1 The Client may not refer or recommend (directly or indirectly) a Candidate to any other person, firm, corporation, organisation or business entity within eighteen (18) months of the last date a Candidate worked for the Client. Should the Client do so, and a Candidate accepts a Position with that third party, then the Client shall immediately become liable to pay the Agency fees and charges.
8.2 Should the Client enter into a sale agreement with the Candidate for any part of the Client’s business at any time within eighteen (18) months of the last date a Candidate worked for the Client, then the Client shall become liable to pay the Permanent Placement fee for Sale of Practice upon settlement.
9. Parties Status
9.1 Each Party to this Agreement is an independent contractor to the other and shall not without express written authority bind the other, orally, by contract, or otherwise, whether through its personnel, employees, contractors, representatives or agents.
10. The Client Acknowledges
10.1 The Client expressly acknowledges the following:
That the Agency and a Candidate are independent of each other and that the Agency is not and shall not at any time and for any reason whatsoever, be considered the employer of a Candidate.
(i) That the Agency is not responsible for any costs, charges or expenses, including travel, relocation, Medical professional registration, sponsorship, work permits, entry residency and/or work visas that may be required by law for a Candidate to obtain prior to taking up the Position with the Client including but not limited to the cost of certification, qualification, training, or travel thereto and/or attending any courses deemed by the Client to be relevant for the Position; and
(ii) That the Agency is not a registered migration agent, and does not offer any migration, work permit or residency related advice to either the Client or a Candidate. Any immigration assistance facilitated by the Agency will be carried out on an informal basis only and at no cost either to the Client or a Candidate. The Client acknowledges that the Agency is not responsible for the outcome of any such immigration assistance and that it reserves the rights to refuse a request for immigration assistance; and
(iii) That the Agency is not responsible for and does not provide any form of personal and/or professional indemnity insurance for, or on behalf of the Client and a Candidate and that the Client is hereby put on notice that in no circumstances will the Agency be liable to the Client with respect to an insurance indemnity claim regarding or involving a Candidate at any time and in any form whatsoever.
(iv) That the Client is solely responsible for ensuring prior to the placement of any Candidate that a Candidate has the appropriate forms of professional and other relevant insurance as deemed necessary by the Client and the relevant professional regulation authority regarding or involving a Candidate at any time and in any form whatsoever; and
(v) That the Client is solely responsible for ensuring that a Candidate has the appropriate forms, qualifications, certification, recognition and professional registration as deemed necessary by the Client and the relevant professional and legislative authorities prior to offering a position to a Candidate.
11.Confidentiality and Conflict
11.1 Except with prior written agreement, neither party to this Agreement shall disclose, divulge, or release any Confidential Information or part of any Confidential Information to any third party, nor will either party appropriate any such information of the other party for its own benefits or gain.
11.2 Each Party to this Agreement indemnifies the other against any and all loss, cost and expense incurred by either Party arising out of any breach of this clause.
12. Implied Terms
12.1 Subject to clause 12.2, any condition or warranty, which might otherwise be implied in this Agreement, is expressly excluded.
12.2 If any legislation implies a condition or warranty in this Agreement which is an agreement for the supply of the Services and that legislation prohibits contracts from excluding such implied condition or warranty, then such condition or warranty is deemed included, however, any liability of the Agency for breach of such implied condition or warranty shall be limited at the sole discretion of the Agency to the cost or resupply of the Services.
13. Warranties and Limitations of the Liability of The Agency
13.1 The Agency warrants that it will use all reasonable care and skill in the supply of the Services.
13.2 The Agency will refer a Candidate to the Client on the basis of the Client’s written/verbal criteria and the information provided to it by a Candidate.
13.3 The Agency will use reasonable endeavours to establish accuracy of information provided by a Candidate, however, the Client must make and rely upon its own enquiries with regard to matters the Client considers relevant in determining to engage a Candidate.
13.4 The Client shall maintain all forms of insurance deemed necessary by the Client including but not limited to adequate workers compensation insurance, public liability insurance and professional indemnity insurance for a Candidate throughout the term of the Position and indemnifies the Agency in respect of any loss or damages to the Agency caused by any act or omission of a Candidate during the term of the Placement.
13.5 Save and except for clause 13.2 the Client indemnifies the Agency:
(i) Against any liability or damages, expenses, costs or compensation for any act or omission of the Client or its employees, agents or servants including, without limitation any act or omission that may contravene provisions of any equal opportunity or occupational health and safety legislation and the failure or alleged failure of a Candidate to duly perform its duties to the Client.
(ii) Against any act or omission of any third party or force majeure which may result in the delay or failure of a Candidate to commence its duties with the Client.
13.6 Against liability for breach of any material terms of this Agreement, or in tort, or under Statute, or in equity shall be limited to a sum equivalent to the total invoice issued to the Client in respect of the Services for which the breach of contract, duty or statute has occurred.
13.7 Without limiting 13.5, in no event will the Agency’s liability include any amount for consequential loss or damage including loss of profits, loss of revenue, or any special, speculative, indirect or contingent losses.
13.8 The Parties expressly agree that the limitation of liability in this clause is reasonable in view of the nature of the Services to be supplied pursuant to this Agreement.
13.9 The Client warrants that it has not relied on any representation made by the Agency not expressly set out herein and acknowledges that to the extent that any such representation may have been provided with an opportunity to independently verify, and has satisfied itself as to, the accuracy of that representation.
14. Force Majeure
14.1 Where a Party cannot perform any of its obligations under this Agreement (except and obligations to pay money) due to circumstances beyond its reasonable control, including but not limited to, an event that directly and exclusively results from the occurrence of natural causes that could not have been prevented by the exercise of foresight or caution, war, industrial disputes, change of law, power or mechanical failure, defects in telecommunications equipment and/or computer viruses (“Force Majeure”) that Party’s obligations are suspended for as long as the force majeure continues.
15. Dispute Resolutions
15.1 If the Parties cannot agree on any matter material to this Agreement, either Party may notify the other Party in writing of its intention to raise such matter to the level of dispute (“Dispute”). If the matter is not resolved within thirty (30) days of such notice then a Dispute will exist between the parties.
15.2 If a Dispute exists, the Parties agree to settle it through mediation administered by the Australian Commercial Disputes Centre (“ACDC”) and in the event that the Dispute has not been settled within twenty eight (28) days (or such other period as agreed to in writing by the Parties) after the appointment of a mediator, the Dispute shall be submitted to expert determination administered by ACDC.
15.3 The expert shall be a person mutually agreed by the Parties ACDC may assist the Parties by providing a list of suggested experts. Failing agreement, ACDC shall appoint the expert. In no event shall the expert and the mediator be one and the same person.
15.4 The Parties agree to accept the determination of the expert as final and binding. Costs of any mediator and any expert shall be borne equally by the Parties. All mediation and/or expert determination shall take place in the capital city of the State in which this Agreement is entered into.
16.1 This Agreement is governed by and to be construed according to the laws in effect in the jurisdiction of the State of Australia in which it has been entered into.
16.2 Any notice, request, demand consent, or approval sent pursuant to this Agreement must be legible and in English addressed to the Appropriate Party and is deemed to be received:
(i) If posted, three (3) business days from and including the date of postage.
(ii) If delivered by hand, when delivered to the addresses as set out in Schedule hereto; or
(iii) If faxed and/or received electronically mailed (e-mailed), when received by the addressee or if receipt is on a non-business day or after 4.00 p.m.(addressee time) then at 9.00.a.m. the following business day.
16.3 Any variation of this Agreement must be in writing and agreed to and signed by the Parties and the writing must expressly refer to the Term(s) or conditions(s) of this Agreement to be varied.
16.4 Waiver of a breach of this Agreement or of any right or remedy arising upon a breach of this Agreement must be in writing and signed by the Party granting the waiver.
16.5 A breach of this Agreement is not waived by any failure or delay in the exercise, of partial exercise of a right, power, authority, discretion or remedy under this Agreement.
16.6 Neither Party may in any way assign, transfer or dispose of any of its rights and obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, the Agency may, without the Client’s consent, engage individuals on a contract or consultancy under a corporate structure, to assist in the supply of the Services the Agency may, in consenting to assignment transfer or disposition by the Client of any of its rights under this Agreement make such consent subject to such conditions as it reasonably chooses to impose.
16.7 This Agreement constitutes the entire contract between the parties and any representation, warranty, condition, promise, undertaking, or other, provision not expressly set out in this Agreement has no force or effect.
16.8 If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force apart from such provision which shall be deemed severed from this Agreement.
16.9 The clauses in this Agreement continue to apply until such time as the Client is notified of amendments in writing by the Agency.
17.1 This Agreement can be terminated by either party serving upon the other 30 days' written notice in accordance with clause 3.
17.2 Any placement of a non permanent Candidate in progress at the date of the notice of termination shall continue until the last days of the placement of the said non permanent Candidate or at the expiry of the 30 days' notice period whichever is the earlier.
17.3 The Client shall continue to be liable for the payment of any placement that continues between the date of the notice of termination and the end of the placement of the notice period as applicable.
17.4 No Client shall approach any Candidate directly or indirectly who has been introduced to them by the agent.
17.5 No Client after the termination of this Agreement shall; employ or place any Candidate introduced to the Client by the Agency until the expiration of 18 months from the termination date of this Agreement.
17.6 Medical Recruitment Pty Ltd reserves the right to change these terms and conditions at any time without notice.
17.7 Changes to the terms and conditions shall not be applicable during the currency of the placement of a candidate.