Terms and Conditions – Dew Drops Career Solutions PVT Limited

This agreement sets out the terms under which Dew Drops Career Solutions ABN 34 661 633 423 (Dew Drops Career Solutions, our, we or us) provides services to you or the company which you represent (the Client, you, yours).

You will be taken to have to have accepted these terms and conditions if you sign these terms and conditions or otherwise indicate your assent, or if you order, accept or pay for any services provided by Dew Drops Career Solutions after receiving or becoming aware of these terms.

STATEMENT OF WORK
- These terms will apply to all the Client’s dealings with Dew Drops Career Solutions, including being incorporated in all agreements, quotations or orders under which Dew Drops Career Solutions is to provide services to the Client (each a Statement of Work) together with any additional terms included in such Statement of Work (provided such additional terms are recorded in writing).
- In the event of any inconsistency between these terms and conditions and any Statement of Work the clauses of these terms and conditions will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms set out and described as such in a Statement of Work) will prevail over the other terms of this agreement to the extent of any inconsistency.
SERVICES
- In consideration for the payment of the Fees, Dew Drops Career Solutions will provide the Client with services set out in a Statement of Work (Services).
- Unless otherwise agreed, Dew Drops Career Solutions may, in its discretion:
  - not commence work on any Services until the Client has paid any fees or deposit payable in respect of such Services; and
  - withhold delivery of Services until the Client has paid the invoice in respect of such Services.
- PAYMENT
  - FEES
    - The Client must pay to Dew Drops Career Solutions fees in the amounts, using the Payment Method and at the Payment Due Dates set out in the Statement of Work, or as otherwise agreed.
  - INVOICES
    - Unless otherwise agreed if Dew Drops Career Solutions issues an invoice to the Client, payment must be made by the time(s) specified on such invoice.
  - LATE PAYMENT
    - If the Client does not pay Dew Drops Career Solutions the amounts due on or before the due date, without limiting any of Dew Drops Career Solutions’ other rights under this agreement, the Client must pay Dew Drops Career Solutions interest at the rate of 1% per month on each amount outstanding, from the due date for payment to the date on which the payment is received by Dew Drops Career Solutions.
  - GST
    - Unless otherwise indicated, amounts stated in a Statement of Work do not include GST. In relation to any GST payable for a taxable supply by Dew Drops Career Solutions, the Client must pay the GST subject to Dew Drops Career Solutions providing a tax invoice.
  - CARD SURCHARGES
    - Dew Drops Career Solutions reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
  - THE PARTIES’ RESPONSIBILITIES
    - OUR RESPONSIBILITIES
      - When we present a Candidate to you, we will:
        
        provide all Services in a professional, diligent and timely manner;
        
        take reasonable steps to ensure that we have the Candidate’s permission to present the Candidate to you;
        
        take reasonable steps to present only Candidates who, in our opinion, are potentially suitable for placement with a view to short-listing or assessing them for your consideration;
        
        when shortlisting or evaluating our Candidates, take reasonable steps to validate relevant information which we collect from our candidates ensuring so far as practicable that the information we provide is substantially accurate, relevant, complete and up to date. However, we make no warranties in relation to the validity of such information; and
        
        arrange interviews with selected candidates.
      - YOUR RESPONSIBILITIES
        
        You agree:
        
        to provide us with full and accurate information about the Position;
        
        to notify us immediately of:
        
        the outcome of any interview between you and the Candidate;
        
        any offer (or acceptance of any offer) in relation to the placement of a Candidate with you, or a third-party. Your notification must include details of the remuneration or benefits offered; and
        
        your employment or engagement of our Candidate;
        
        that if you make an offer of employment to any Candidate within twelve (12) months of that Candidate being presented to you by us, you will be subject to this agreement and pay the applicable Fees;
        
        to provide us with a copy of the employment contract or an accurate summary of its contents within seven days of its being agreed by both you and the Candidate;
        
        that all information supplied by Dew Drops Career Solutions, whether written or verbal, is confidential and should not be disclosed to any other party without the express written consent of Dew Drops Career Solutions;
        
        that without limiting other remedies Dew Drops Career Solutions might have under this agreement, if as a result of your breach of clause 11, the Candidate is offered employment by a third party within twelve (12) months of the breach, you will be liable to pay the applicable Fees in relation to that Candidate as though the Services in relation to that Candidate were provided to you and not the third party that employed the Candidate;
        
        that you are responsible for satisfying yourself;
        
        that our Candidate has the qualifications, training, technical skills, experience, and any meets any other requirements necessary to undertake the placement; and
        
        that our candidate meets any suitability, security, trade, professional, or occupational health and safety requirements imposed by law in order to work in the Position.
        
        to pay us the applicable Fees for the placement of our Candidate, if you breach any agreement for the employment or engagement of our Candidate before the placement is complete and this agreement terminates for that reason; and
        
        that you are responsible for recovering any relocation fees or allowances paid to the Candidate.
        
        Background Checks
        
        Notwithstanding anything else in this agreement, Dew Drops Career Solutions is not required to undertake any background checks including a police clearance check, credit check, qualification check or other checks in relation to the Candidate unless specifically agreed in writing between the Client and Dew Drops Career Solutions.
        
        If the Client requires any police clearance check or other checks, Dew Drops Career Solutions may require the payment of additional fees, provided Dew Drops Career Solutions obtains the Client’s approval for such fees before undertaking any checks.
        
        VISA
        
        It is the Client’s responsibility to ensure Candidates have the appropriate visa and work rights for any positions, unless otherwise agreed in writing between the Client and Dew Drops Career Solutions.
        
        NON-CIRCUMVENTION
        
        The Client must not use the Services to contact and find Candidates in any way that competes or potentially competes with Dew Drops Career Solutions’ business. This includes offering employment or engagement outside of Dew Drops Career Solutions’ Services in order to avoid any Fees. The Client is prohibited from using Dew Drops Career Solutions’ Services, including any Candidate details, available information and materials, in any way that competes or potentially competes with Dew Drops Career Solutions’ business. If the Client breaches this clause, Dew Drops Career Solutions will hold the Client responsible for any loss or damage suffered by Dew Drops Career Solutions and hold the Client accountable for any profits that are made by the Client. Dew Drops Career Solutions reserves the right to charge fees to the Client in the event that the Client is found to contact Candidates in an attempt to circumvent paying Dew Drops Career Solutions Fees. This clause is not limited to one Candidate or one placement only.
        
        TIMING
        
        As part of the Statement of Work or in the course of Dew Drops Career Solutions performing the Services, the parties may agree a schedule for providing certain Services and Deliverables, including estimated dates of completion, deadlines or schedules (Schedules).
        
        Dew Drops Career Solutions will use its best efforts to meet these Schedules, however these are subject to change if unforeseen complexities arise. In these cases, Dew Drops Career Solutions will use its best efforts to minimise the impact of such changes and provide the Services within a reasonable time.
        
        Dew Drops Career Solutions reserves the right to revise Schedules in the event that the delay is caused by the Client’s failure to provide timely feedback or other information reasonably requested by Dew Drops Career Solutions in order to perform the Services.
        
        AGENT’S AUTHORITY
        
        The Client acknowledges that, as part of the Services, it may request that Dew Drops Career Solutions make an offer of employment with the Client to a Candidate. The Client:
        
        grants Dew Drops Career Solutions the right to make offers of employment with the Client to Candidates as requested by the Client (whether such requests are made via email, otherwise in writing, orally or otherwise);
        
        hereby appoints Dew Drops Career Solutions as its agent and authorised representative for this purpose; and
        
        without limiting any clause of this agreement, releases Dew Drops Career Solutions from any claims, obligations or liabilities in relation to any act or omission of Dew Drops Career Solutions in relation to making offers of employment to Candidates on the Client’s behalf.
        
        GUARANTEE PERIOD
        
        Subject to clause 10(c), where the Services include the placement of a Candidate to fill a Position, we will offer a ten (10) month Replacement Guarantee.
        
        The “Replacement Guarantee” works as follows:
        
        if within the replacement period of ten (10) months from the date of commencement of employment, the Candidate who filled the Position terminates their employment with the Client, we will use our best endeavours to present a replacement Candidate for the same role at no extra fee.
        
        The Replacement Guarantee will only be valid for roles that are the same as the role that Dew Drops Career Solutions originally placed. If the Client wishes to use the Replacement Guarantee for roles that are different to the original role, Dew Drops Career Solutions may (in its discretion):
        
        charge reasonable additional fees to reflect the difference in remuneration between the roles; or
        
        refuse to honour the Replacement Guarantee in respect of the different role.
        
        Dew Drops Career Solutions will only be required to provide a Replacement Guarantee if:
        
        the Candidate was short-listed for the placement under clause 1;
        
        the Candidate was not already a replacement Candidate under clause 10(a);
        
        you have paid the Fees by their due date;
        
        you notify us in writing of the termination of the employment, engagement or contract promptly, stating the date and reason(s) for termination; and
        
        the termination of the Candidate’s placement is not due to:
        
        any false or misleading representation made to the successful Candidate in connection with the placement;
        
        any changes to the Candidate’s duties or role, which are not included in their initial job description;
        
        redundancy, retrenchment, or your operational requirements;
        
        any action on your part which might make the termination of the successful candidate’s employment or engagement unlawful, harsh, unjust or unreasonable; and
        
        any breach by you of the terms of the contract with the Candidate.
        
        To the maximum extent permitted by applicable law, and without limiting the application of the Competition and Consumer Act 2010 (Cth), the Replacement Guarantee is the Client’s sole remedy against Dew Drops Career Solutions, where a Candidate who fills a Position subsequently ceases employment, and the Client will not be entitled to a refund or to make any other claim against Dew Drops Career Solutions.
        
        CONFIDENTIALITY
        
        Except as contemplated by this agreement or a Statement of Work, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
        
        For the purposes of this agreement, “Confidential Information” means all information obtained by the Client from Dew Drops Career Solutions in the course of or in connection with a Statement of Work, that is by its nature confidential, including (without limitation):
        
        all trade secrets, business secrets, know-how and other confidential and commercially sensitive information not in the public domain relating to the affairs or business of Dew Drops Career Solutions; and
        
        without limiting clause 11(b)(i):
        
        Candidate names and addresses, Candidate lists, Candidate resumes and the information contained therein, information relating to the Candidates’ current employers, business cards, calendars or schedules; and
        
        information about Dew Drops Career Solutions’ online or offline marketing strategy, approach, processes and/or promotional activities.
        
        This clause does not apply to:
        
        information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence);
        
        information required to be disclosed by any law; or
        
        information disclosed by Dew Drops Career Solutions to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this agreement.
        
        WARRANTIES
        
        To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
        
        Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
        
        LIABILITY
        
        (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of Dew Drops Career Solutions to the Client in respect of loss or damage sustained by the Client under or in connection with this agreement is limited to the total fees paid to Dew Drops Career Solutions by the Client as at the date of the first event giving rise to the relevant liability.
        
        (Indemnity) The Client agrees at all times to indemnify and hold harmless Dew Drops Career Solutions and its officers, employees, agents and contractors (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client’s officers’, employees’, agents’ or contractors’:
        
        breach of any term of this agreement; or
        
        negligent, fraudulent or criminal act or omission.
        
        (Consequential loss) Dew Drops Career Solutions will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by Dew Drops Career Solutions, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.
        
        PRIVACY
        
        Both parties agree to comply, and ensure that their Personnel complies, at all times with the Privacy Laws.
        
        Without limiting or otherwise affecting clause 14(a), either party must:
        
        ensure Personal Information held or handled by it in connection with this agreement is protected against misuse, interference and loss and against unauthorised access, use, modification or disclosure;
        
        immediately notify the other party if:
        
        it becomes aware or suspects there has been an unauthorised use, copying, or disclosure of, or other security breach in relation to, Personal Information held or handled by it in connection with this agreement; or
        
        it becomes aware that a disclosure of Personal Information held by it in connection with this agreement is, or may be, required by Law;
        
        not do anything with Personal Information that will cause the other party to breach any Privacy Law; and
        
        comply with any reasonable request, direction or inquiry made by the other party in relation to Personal Information or the Privacy Laws.
        
        TERMINATION
        
        TERMINATION FOR CONVENIENCE
        
        Dew Drops Career Solutions may terminate this agreement or any Statement of Work for convenience at any time by providing 1 months’ written notice to the Client.
        
        TERMINATION FOR CAUSE
        
        Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party is in breach of this agreement and either:
        
        fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
        
        that breach is not capable of remedy.
        
        EFFECT OF TERMINATION
        
        Upon termination of this agreement:
        
        each party must return all property of other parties to those respective parties;
        
        each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and
        
        no rights, liabilities or remedies of any party will be invalidated by the termination.
        
        SURVIVAL
        
        Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
        
        DISPUTE RESOLUTION
        
        A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
        
        A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
        
        Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
        
        NOTICES
        
        A notice or other communication to a party under this agreement must be:
        
        in writing and in English; and
        
        delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
        
        Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
        
        24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
        
        when replied to by the other party,

whichever is earlier.

GENERAL
- GOVERNING LAW AND JURISDICTION
  - This agreement is governed by the law applying in Tasmania, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Tasmania and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
- AMENDMENTS
  - This agreement may only be amended in accordance with a written agreement between the parties.
- WAIVER
  - No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
- SEVERANCE
  - Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
- JOINT AND SEVERAL LIABILITY
  - An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
- ASSIGNMENT
  - A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
- COUNTERPARTS
  - This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
- COSTS
  - Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
- ENTIRE AGREEMENT
  - This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
- INTERPRETATION
  - (singular and plural) words in the singular includes the plural (and vice versa);
  - (gender) words indicating a gender includes the corresponding words of any other gender;
  - (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
  - (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
  - (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
  - (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
  - (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
  - (headings) headings and words in bold type are for convenience only and do not affect interpretation;
  - (includes) the word “includes” and similar words in any form is not a word of limitation;
  - (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
  - (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed in writing.
- DEFINITIONS
  - In this agreement, capitalised terms have the meaning given to them in a Statement of Work, and the following phrases have the meaning set out in Table 1.

Table 1: Definitions

Term	Definition
Candidate	means anyone, regardless of whether they are presented to you independently: (b) who is seeking a position through us; or (c) whom we have identified as a person: (i) who might consider seeking a position through us; and (ii) about whom we are able to provide relevant information regarding that person’s suitability for a position.
Personal Information	has the meaning given in the Privacy Laws.
Privacy Laws	means the Privacy Act 1988 (Cth) as amended from time to time and includes the Australian Privacy Principles in Schedule 1 of that Act.
Position	means a position that the Client requires to be filled and, where the context so requires, includes a position that a third party requires to be filled.