HUDSON TERMS OF BUSINESS AUSTRALIA

LAST UPDATED NOVEMBER 2025

These Hudson Terms of Business including its schedules sets out the terms on which Hudson Global Resources (Aust) Pty Limited (ABN 21 002 888 762) (Hudson) supplies Workforce Services to Clients based in Australia. These Terms of Business apply to all current and future services provided by Hudson to the Client unless otherwise agreed in writing by both parties.

Part A – Workforce Service Terms – sets out the general terms that apply to the supply of Workforce Services (which includes Permanent and Fixed Term Recruitment, On-Hire Services and Flex Remote Services)

Part B – On-Hire Terms – sets out the specific terms that apply to the supply of On-Hire Services.

Part C – Permanent and Fixed Term Recruitment Terms – sets out the specific terms that apply to the supply of Permanent and Fixed Term Recruitment.

Part D – Assessment Services – sets out the specific terms that apply to the supply of Assessment Services.

Fees Schedule - sets out terms that apply to how fees and charges are calculated and paid for Workforce Services.

PART A - WORKFORCE SERVICES TERMS

1. CLIENT ACCEPTANCE
These Hudson Terms of Business apply to and are deemed accepted by the Client when:

a. the Client: 

i. communicates acceptance of it whether orally or in writing; 
ii. refers a Candidate introduced by Hudson for a third party who subsequently engages that Candidate
iii. submits a completed Order Form; or 
iv. Hudson presents a Candidate to you in accordance with Clause 2. 

2. PRESENTATION & CO-OPERATION
a. The Parties acknowledge and agree that presentation of Candidates commences, where any of the following occurs:

i. Hudson provides any personal information about the Candidate (whether on an identified, anonymous, or pseudonymous basis), or
ii. Hudson arranges for Candidates to provide personal information directly to the Client, or to attend an interview (in person or virtually) for a Position, or
iii. Hudson assists the Client in discussions or negotiations with the Candidate about Permanent Recruitment.

b. The Parties agree:

i. to do all things reasonably necessary to establish and maintain their business relationship for the supply and acquisition of Workforce Services;
ii. to avoid doing anything that would unreasonably impede the other party in the performance of, any legal or equitable obligation or professional responsibility; and
iii. to information being exchanged between them electronically.

3. HUDSON RESPONSIBILITIES
a. Hudson will provide Workforce Services in accordance with these Terms of Business.
b. If Hudson enters into a Service Level Agreement (SLA) with the Client, Hudson will be responsible for meeting the agreed levels of service set out in that SLA.

4. CLIENT RESPONSIBILITIES
a. The Client must conduct its business in accordance with all Applicable Laws including but not limited to obligations under workplace health and safety legislation. If Hudson has a reasonable belief that the Client is not doing so, Hudson may suspend or withdraw the provision of Workforce Services without liability.
b. The Client must not require or request Hudson to act in any manner that may involve a breach of licence conditions, certification obligations or professional conduct responsibilities.
c. The Client must not directly or indirectly charge any Candidate any Employment Premium for, or in connection with, the jobs they perform.
d. The Client must not solicit induce or seek to induce any Hudson employee (excluding Candidates and On-hire Workers) to become engaged by the Client as employee, contractor, consultant or otherwise.
e. The Client warrants the accuracy of all information provided to Hudson, or to Candidates, about the Position (or potential Position), is accurate and that Client will be responsible for ensuring that it is not misleading or likely to mislead.
f. The Client must satisfy itself that any Candidate who performs work for the Client:

i. possesses the qualifications, training and experience required for the Position;
ii. meets any work health & safety requirement imposed by Applicable Law; and
iii. satisfies any other inherent or lawful requirements of their Position including, genuine occupational requirements, professional or personal suitability requirements, and the conditions of any relevant licence, permit, or registration.

g. The Client must preserve the privacy of personal information concerning any Candidates to a standard not less than that prescribed by any Privacy Law.
h. The Client must notify Hudson promptly on becoming aware that one of Hudson’s Candidates has accepted an offer of employment with the Client within any presentation period relating to that Candidate.

5. FEES, CHARGES & INVOICES
a. The Client must pay all fees and charges set out in the Fees Schedule and for any other authorised expenses without deduction or set-off, by the due date specified.
b. Hudson will invoice the Client in accordance with the Fee Schedule or as otherwise agreed in writing.
c. This obligation to pay fees applies whether or not the Client was previously aware of the Candidate unless the Client notifies Hudson in writing within three (3) business days of the introduction and provides sufficient evidence to Hudson’s satisfaction that the Candidate was already under active consideration for this role
d. Hudson may give written notice of the variation of fees and charges from time to time in accordance with the Fee Schedule.
e. To the extent that any supply constitutes a Taxable Supply, the amount payable will be increased by the applicable amount of GST (GST Amount).
f. Hudson may increase the agreed Fees annually on 1 July to reflect movements in the Consumer Price Index (All Groups, Australia) published by the Australian Bureau of Statistics.
g. Hudson may also increase Fees at any time to pass through additional costs arising from legislative, administrative or regulatory charges including but not limited to increases to award rates set by the Fair Work Commission, superannuation, insurance premiums, payroll tax and other on-costs.
h. Any notice of variation will be in writing and will include the effective date of the change

6. LIABILITIES & INDEMNITIES
a. The Client acknowledges that it is responsible for the supervision, control and direction of Candidates and the work that the Candidate performs.
b. Hudson makes no representation and provides no guarantee that Candidates will achieve a certain level of performance, achieve a certain outcome, solve a particular problem, or attain a specific goal.
c. Subject to sub-paragraphs (d) and (e), Hudson will not be liable to Client for any liability for damage, loss or injury of whatsoever nature or kind, however caused by Candidates (including by their negligence) whilst they are working under the Client’s supervision, direction or instruction.
d. Sub-paragraph (c) does not reduce Hudson’s liability, directly incurred, to the extent to which Hudson may have contributed to any such damage, loss or injury.
e. Nothing in these Hudson Terms of Business excludes, restricts or modifies the any rights or remedies conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement Where permitted Hudson's liability will be limited to supplying or paying the cost of having the Workforce Services supplied again.
f. Hudson’s liability under these Hudson Terms of Business whether in contract, tort (including negligence) or otherwise shall not exceed an aggregate total sum of $10,000. This clause survives termination of any agreement between the Parties.
g. Neither Party will be liable to the other for any indirect or consequential losses including loss of profit, revenue, production, reputation or any special, punitive or exemplary damages.
h. The Client indemnifies Hudson (and keeps Hudson indemnified) on a full indemnity basis in respect of all losses, liabilities, costs or claims arising from or related to:

i. the actions or omissions of a Candidate, performing an Assignment for the Client, whether wilful or negligent and whether or not occurring at the Client’s premises or the place where the Assignment is performed;
ii. any omission, inaccuracy or conduct of the Client in relation to the Workforce Services.

i. The Client acknowledges and accepts that:

i.the Client is responsible for managing the Candidate's performance and compliance with any lawful directions or requirements applicable to the work being performed;
ii. Hudson is not liable for any failure by a Candidate to perform their obligations, or for any injury, death, property damage or any other loss arising out of or related to the Candidate's performance of work;
iii. the Client is responsible for managing or complying with any statutory requirements that may arise, including obligations connected with a Candidate's participation in jury duty during an Assignment or for domestic violence leave; and
iv. the Client is responsible for the accuracy and completeness of any information it provides in connection with the Workforce Services, and for ensuring such information is not misleading or incomplete.

7. CONFIDENTIALITY
a. All Candidate information that Hudson provides to you (including the fact that the Candidate may be looking for work) is supplied confidentially and solely for the supply, acquisition, and use of our Workforce Services. The Client must not use or disclose it for any other purpose without Hudson consent, even if it is otherwise in the public domain.
b. These confidentiality obligations continue to apply after a Candidate is placed with the Client and extend beyond the conclusion of any Assignment completed by the Candidate

8. ASSIGNMENT & SUB-CONTRACTING
Hudson may assign or sub-contract the performance of any of its obligations under these Hudson Terms of Business without the Client's prior written consent, including in circumstances of an internal reorganisation or acquisition. The Client must not assign the benefits of the Hudson Terms of Business without Hudson's prior written consent (not to be unreasonably withheld or delayed).

9. FORCE MAJEURE EVENT
A Party may be excused for failure to perform its obligations under these Hudson Terms of Business is due to a Force Majeure Event. If either Party asserts a Force Majeure Event as a basis for failure to perform its responsibilities, then the asserting Party must prove:
a. that it took reasonable steps to minimise delay or damage caused by the Force Majeure Event;
b. that it substantially fulfilled all obligations not sought to be excused; and
c. that the other Party was notified in a Timely manner of the likelihood or actual occurrence of the Force Majeure Event.

10. JURISDICTION
These Hudson Terms of Business are governed by and will take effect in accordance with the laws in force in the state of New South Wales. The Parties agree to submit to the non-exclusive jurisdiction of the courts and tribunals of New South Wales.

11. RELATIONSHIP
The Parties’ relationship is that of independent supplier and acquirer of our Workforce Services and nothing shall create any relationship of partnership or joint venture between the Parties.

12. ENTIRE TERMS
a. These Hudson Terms of Business together with any relevant Service Level Agreement to which the Parties may agree represents the entire agreement between the Parties in relation to its subject matter. All implied and statutory terms, to the extent to which they are inconsistent with these terms, are excluded to the fullest extent permitted by Applicable Law.
b. By accepting these Hudson Terms of Business, Client acknowledges: (i) that Hudson has not made any warranty or representation in relation to the Workforce Services which is not fully set out in these Hudson Terms of Business; (ii) that it has not relied on any such warranty or representation; and (iii) that it has read and understands these Hudson Terms of Business.

13. DEFINITIONS & INTERPRETATION
13.1 Definitions
Applicable Law means any statute, regulation, by-law, ordinance or other determination of any government agency with the force of law in Australia or a Remote Country.

Assignment means a separate engagement for the delivery of On-hire Services or Permanent or Fixed Term Recruitment Services for a particular Position or Positions.

Assignment Fee means the hourly or daily rate agreed in writing between Hudson and the Client prior to the commencement of each Assignment. It includes Hudson’s margin, allowances for statutory obligations (including but not limited to superannuation, payroll tax, workers’ compensation), and may include costs associated with Hudson’s business compliance, insurance, and administration in connection with the provision of the services, unless otherwise specified.

Candidate means a person who is seeking a Position through Hudson; or whom Hudson has identified as someone who might consider seeking a Position and includes an On-Hire Worker.

Commencement Date means the date the Client accepts the Workplace Services in accordance with Clause 2 of these Hudson Terms of Business.

Contingent Basis refers to the supply of Permanent Recruitment Services on the basis that a fee is only payable if a Candidate is successfully Engaged by the Client.

Engage includes employ, engage as an independent contractor, consultant director or officer or in any paid capacity.

Employment Premium means any fee or charge of a type that is prohibited by the applicable provisions of the Agents Act 2000 (ACT), Employment Agents Act 1976 (WA), Employment Agents Registration Act 1993 (SA) Fair Trading Act 1987 (NSW), Industrial Relations Act 2016 (Qld), Private Employment Agents Act 2005 & Private Employment Agents (Code of Conduct) Regulation 2015 (Qld), and in any additional local or foreign laws that apply to the charging of fees and charges to workers in connection with the supply of our Workforce Services.

Fixed Term Recruitment means the engagement of a Candidate by the Client (or a third party to whom the Candidate was introduced) in a Position for a defined period of time under a fixed-term employment contract

Fixed Term Recruitment Services means services where Hudson sources and presents Candidates to the Client for Fixed Term Recruitment

Flex Remote Services means the supply of Flex Remote Workers in accordance with these Terms.

Flex Remote Worker means a person engaged by Hudson (or an authorised partner) as an On-hire Worker who resides in, and performs services from, a Remote Country and who provides services for the benefit of a Client.

Force Majeure Event means a strike, lockout, riot, industrial action, fire, earthquake, storm, tempest, pandemic, border closure, declared state of emergency order, act of God, material shortage, any outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority, any Applicable Law, regulation, restraint or requirement, internet service provider failure or delay, denial of service attack or any other cause beyond the reasonable control of a party.

GST has the same meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Guarantee Period means the greater of (i) the period stated in the Order Form; or (ii) the three (3) month period from the relevant commencement date of employment.

Hudson means Hudson Global Resources (Aust) Pty Limited.

Initial Term means the duration described in the Fee Schedule for the relevant service where applicable.

On-Hire Services means services where Hudson provides On-Hire Workers to perform work for the Client, whether under a contract of service or a contract for services, for the Client. This does not include the actual performance of the work by that On-Hire Worker

Order Form means the documentation in the form provided by Hudson setting out details (including Fees and Client identity) for the supply of Workforce Services, including a Confirmation of Assignment (COA).

Permanent Recruitment means the filling of a Position with you, or with a person on whose behalf or for whose benefit you are acting, or to whom you have disclosed confidential information about our Candidate without our consent.

Permanent Recruitment Services means services where Hudson presents or represents candidates to the Client for Permanent Recruitment.

Position means a position that is available, or that we reasonably believe is likely to be imminently available.

Remote Country means a country where the Remote Workers are located, including but not limited to Pakistan and the Philippines.

Reporting Requirements means any statutory or other obligation or duty (including an obligation imposed as a condition of our holding any licence or certification) to report, or submit to audit, about the provision of our Workforce Services or supply chains.

Retained Basis refers to the supply of our Permanent Recruitment Services on the basis that we are paid for our services regardless of whether the Position is filled or not.

Schedule means the schedules to these Hudson Terms of Business.

Service Level Agreement means a written agreement that may be entered into between the Parties which sets out additional matters that relate to the supply and acquisition of our Workforce Services.

Standard Fee Structure means the prevailing fees and charges applying to the Workforce Services as notified by Hudson to the Client at the commencement of the Assignment or as outlined in an Order Form.

Third Party means a person that is not a party to these Hudson Terms of Business.

Timely manner in relation to the giving of any information in relation to anything includes the provision of information reasonably in advance wherever it is practicable to do so; or forthwith upon occurrence of any event or circumstance that makes giving the information necessary or desirable; and, unless otherwise agreed, in any case no later than 48 hours after upon occurrence of the event or circumstance that makes giving the information necessary or desirable.

Total Remuneration Package (TRP) means the Candidates total gross annual compensation and benefits and includes base salary, employer superannuation contributions (including compulsory contributions), allowances (including car and travel allowance), inducement or sign-on payments, anticipated commission and bonus earnings and non-salary benefits such as provision of a motor vehicle (assessed to be $20,000). Where a Candidate is placed in a Permanent role on a part-time basis the TRP for calculating the placement fee will be based on a full-time equivalent employee.

Work Entitlements includes any salary, wages, allowances, leave (including annual, long service or personal/carer's, domestic violence leave or payments in respect of any of them), notice of termination or payment in respect of notice of termination, redundancy pay, commissions, bonuses, performance related pay, reimbursement of expenses, superannuation and any entitlement which may be owed or payable pursuant to any award, agreement or other industrial instrument, statute or employment contract to which a worker may be entitled in respect of their employment or the termination of that employment.

Work Equipment includes any plant, equipment, tools, stationery and other property or items (including personal protective equipment) required to enable our Candidates to perform their work safely and efficiently.

Worker Is a person who works in any capacity including as an employee, independent contractor, freelancer, flex worker, partner in a partnership, director or officer, volunteer, or intern and includes a person who is seeking work in any capacity.

Workforce Services means the On-Hire Services, Permanent Recruitment Services, Subscription Services and Flex Remote Services.

13.2 Rules of Interpretation
Headings and examples
Headings and examples are for convenience only and do not form part of this document or affect its interpretation.

Interpretation against a party
No provision of these Hudson Terms of Business will be interpreted against a party merely because that party drafted its terms or stipulated its inclusion.

Legislation
Legislative references include: any statutory provision forming part of the reference as amended or re-enacted from time to time; a statute, regulation or provision enacted in replacement of that statutory provision; and another regulation or other statutory instrument made or issued under that statutory provision.

Number
Words in the singular include the plural, and words in the plural include the singular.

Parts of speech
Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

Persons
A reference to a person includes a body corporate, government agency or authority, or an unincorporated association, firm, trust or partnership.

PART B - ON-HIRE TERMS
14. HUDSON RESPONSIBILITIES

a. Hudson is responsible for sourcing, engaging or appointing On-hire Workers for On-hire Assignments. Hudson is under no obligation to engage or appoint any worker whom Hudson has not sourced and may decline to do so at Hudson’s discretion. Hudson may substitute one On-Hire Worker for another as reasonably required.
b. Hudson will take reasonable steps to ensure On-Hire Workers are competent, skilled and qualified to undertake the type of work outlined in Service Request or Recruitment Brief and that they hold necessary registrations and licences.
c. Hudson is responsible for confirming the Work Entitlements of Hudson On-Hire Workers and for making and remitting required tax deductions.
d. Hudson will take out all necessary insurances and hold all licences required by Applicable Law to enable Hudson to provide our On-Hire Services.

15. CLIENT RESPONSIBILITIES
15.1 Workplaces
a. Client must:

i. allow Hudson, our representatives, and our On-Hire Workers to access the workplaces at which On-Hire Workers will be, or are, performing work to enable Hudson to assess the safety of those workplaces and conduct any inquiries following an incident and to provide On-Hire Services and On-Hire Workers to perform the work;
ii. provide Hudson and On-Hire Workers with information and systems access and resources reasonably required to perform the Assignment effectively;
iii. keep Hudson and On-Hire Workers reasonably informed about Client policies and procedures that are relevant to the Assignment; and
iv. keep Hudson fully informed about all aspects of Client use of On-Hire Services, including providing, in a Timely manner, any information which may be reasonably required to meet any Reporting Requirements.

b. Client must not direct On-Hire Workers to perform work at any workplace not agreed by Hudson.
c. Client must not on-hire, second, or lend On-Hire Workers to any other person or organisation without Hudson prior written consent.
d. If the Client breaches this clause or Hudson reasonably believes that continuing the Assignment may expose Hudson, its On-hire Workers or representatives to legal, reputational or safety risks, Hudson may immediately suspend or terminate the relevant Assignment and/or the supply of On-hire Services without liability.

15.2 Supervision
a. The Client must identify and inform Hudson of any inherent or genuine occupational requirements of the work performed by On-Hire Workers.
b. The Client is responsible for making all reasonable adjustments that may be required by any applicable anti-discrimination laws.
c. The Client must always supervise and direct On-Hire Workers during the Assignment including while the On-hire worker is

i. on the Client premises;
ii. performing services remotely under the Client ‘s direction;
iii. travelling or in accommodation in connection with the Assignment; or
iv. participating in any Client-organised social activity.

d. The Client must notify Hudson of any adverse conduct or performance issues that arise in relation to our On-Hire Workers. Hudson will be responsible for any feedback, counselling or disciplinary processes.
e. The Client acknowledges that they directly control the conditions under which the Assignment is performed, and the outcome of the work of each On-Hire Worker.
f. The Client must provide all Work Equipment at its own expense other than Work Equipment which it is agreed that our On-Hire Workers, will provide. This includes any personal protective equipment, tools or technology required for the safe and effective performance of the Assignment
g. The Client warrants that any person appointed on its behalf in relation to the supervision, direction or control of On-hire Workers is suitably qualified, trained and a fit or proper person to carry out such responsibilities

15.3 Industrial Instruments
a. The Client must promptly inform Hudson of any enterprise agreement, modern award, collective employment agreement or other industrial instrument or workplace order that covers the Client and its employees (Industrial Instrument). Subject to receiving this information (if applicable), Hudson will notify the Client and the On-Hire Worker of the applicable Industrial Instrument (including level) (Applicable Industrial Instrument), if any, that covers the engagement of the On-Hire Worker.
b. The Client must ensure that the On-Hire Workers work within the skill level & classification of the Applicable Industrial Instrument. If the Client requires any On-Hire Workers to perform work above the skill level and classification of the Applicable Industrial Instrument, the Client must seek and obtain Hudson’s prior written consent. If the Client fails to comply with this clause, without prejudice to any other remedy Hudson may have (including the right to withhold the supply of our On-Hire Workers), Hudson may charge a higher fee commensurate with the work performed and charge a retrospective fee adjustment based on the work performed by the On-hire Worker and recover any underpayments, penalties or compliance costs incurred
c. Hudson is not liable for any misclassification or award breaches resulting from the Client’s failure to provide timely, accurate or complete information under this clause.

15.4 Timesheets
a. The Client acknowledges that the Work Entitlements of On-Hire Worker’s and the corresponding fees payable to Hudson are calculated based on timesheet data submitted by the On-hire Workers and approved by the Client in accordance with Hudson’s reasonable instructions.
b. Approval of timesheet by the Client’s nominated representative is verification that work was completed by the On-Hire Worker, times are correct, and that Hudson is entitled to submit a tax invoice reflecting the time recorded on the timesheet.
c. A minimum engagement of four (4) consecutive hours per shift applies to each On-Hire Worker If an On-Hire Worker is engaged for less than four (4) hours, you will be invoiced for a minimum of 4 hours.

16. WORKERS COMPENSATION INSURANCE
a. The Parties must each hold workers compensation insurance policies from reputable insurers for each State and Territory of Australia in which they operate in.
b. Where Hudson is the legal employer of an On-hire Worker, Hudson is responsible for maintaining the required workers compensation insurance for that On-hire Worker in accordance with Applicable Law.
c. Each party must, if requested provide to the other party within seven (7) days, a copy of the current workers compensation insurance certificate of currency
d. The Parties agree to notify each other promptly of any event or circumstances (including any injury or illness) that may give rise to a claim which relates to our On-Hire Workers (or the work they perform).
e. To the maximum extent permitted by law, Hudson disclaims all liability from any injury, illness or claim arising from the Client’s failure to maintain adequate workers compensation coverage or to comply with any obligations under workers compensation legislation.

17. WORK HEALTH & SAFETY
a. The Client must ensure the health and safety of every On-Hire Worker while they provide services to the Client at the Client’s premises and must comply with all duties and obligations under applicable occupational health and safety, anti-discrimination and prohibition of sexual harassment laws (Workplace Health & Safety Laws) including:

i. Providing, at the Client’s cost a thorough site-specific induction that identifies all relevant risks prior to the commencement of any Assignment
ii. delivering ongoing training and issuing all necessary policies, procedures and directions;
iii. immediately notifying Hudson of any occupational health and safety risks or discrimination or harassment issues in connection with On-Hire Workers
iv. requiring the On-Hire Workers to perform only those tasks that that person is skilled and trained to perform; and
v. immediately notifying Hudson if there are any changes in the tasks, tools, work locations or conditions that affect the On-Hire Worker; and
vi. consulting, co-operating and co-ordinating activities, in good faith, with us and with any other person who has a duty in relation to the work health & safety or welfare of our On-Hire Workers in accordance with the requirements of the applicable Workplace Health & Safety Laws.

b. You will comply with our reasonable requests to consult to ensure that everyone associated with the work that is to be performed has a shared understanding of what the risks are, which workers are affected, and how the risks will be controlled.

18. CANCELLATION & TERMINATION OF ON-HIRE SERVICES ASSIGNMENT
a. If the Client wishes to cancel an On-hire Services Assignment prior to the scheduled commencement of the Assignment, the Client must notify Hudson in sufficient time for us to advise the On-Hire Worker of the cancellation. If Hudson is unable to advise the On-Hire Worker prior to the scheduled commencement of the Assignment, the Client must pay Hudson for the minimum booking of 4 hours. This minimum charge applies regardless of the reason for the cancellation
b. The Client may terminate an On-hire Services Assignment by giving written notice to Hudson. The Client must pay the fee for all hours worked by the On-Hire Worker up to the time that the On-Hire Worker leaves the On hire Services Assignment plus any authorised expenses.
c. Hudson may suspend or terminate any Assignment immediately and without liability where:

i. the Client is in breach of any of its obligations under these Terms of Business (including Workplace Health & Safety Laws or payment obligations);
ii. the Assignment cannot be safely continued;
iii. the On Hire worker becomes unavailable for reasons beyond Hudson’s control; and
iv. the Client becomes insolvent, is placed into administration or liquidation, has a receiver appointed, or is otherwise unable to pay its debts as and when they fall due.

19. EXTENSIONS, CONVERSIONS & BUYOUTS
a. If the Client makes an offer of further or different Assignment or other engagement to an On-Hire Worker who is performing or carrying out an Assignment for the Client (or who has performed an Assignment for the Client during the previous 12 months) which the On-hire Worker accepts, the Client must pay Hudson for that Assignment in accordance with these Terms of Business.
b. If an On-Hire Worker is subsequently engaged directly by the Client (as an employee, independent contractor or otherwise) or by any other person or entity to whom the Client has introduced the On-Hire Worker, Hudson may charge and the Client must pay a “Buy out” Fee based on the Fee Schedule.

PART C - PERMANENT RECRUITMENT TERMS
20. REPLACEMENT GUARANTEE
a. If the requirements set out in this clause are met, Hudson shall extend a one-time replacement guarantee for Candidates recruited and placed as Permanent or Fixed Term employees with the Client.
b. This guarantee means that if the successful Candidate ceases employment with the client within the Guarantee Period, and the requirements set forth below are met, Hudson will endeavour to find a replacement Candidate for the position without charging additional placement fees.
c. In circumstances where the fee is paid on acceptance of offer by the Candidate, and a Candidate withdraws their acceptance of an offer of employment from the Client prior to commencing such employment, the replacement guarantee may also apply, subject to the terms set out below.
d. The replacement guarantee only applies if:

i. all fees, charges and expenses owing by the Client in respect of the placement of the original Candidate have been paid in full in accordance with the payment terms set forth in these Terms of Business, and the Client has no other amounts outstanding to Hudson;
ii. the request to replace the Candidate is given exclusively to Hudson;
iii. Hudson is notified as soon as practicable that the client wishes to invoke the guarantee, and in any event within the Guarantee Period;
iv. the original job description and assignment specification does not alter; and
v. there is not an unreasonable delay by the Client in instructing Hudson to source the replacement Candidate.

e. The replacement guarantee does not apply:

i. if the Candidate’s employment ceases for reasons beyond Hudson’s control such as death, redundancy, restructuring, economic circumstances, company closure, change of management or substantial change from the original job description; or
ii. if the Candidate is engaged by the Client in an On-Hire Employee capacity through Hudson immediately prior to the acceptance of a Permanent position with that client; or
iii. to replacement Candidates provided under this Clause.

f. The replacement guarantee is not transferable to other placements or recruitment services, and the Client is not entitled to any credit or refund for replacement guarantees that the Client does not wish to pursue or which are undertaken by Hudson but not completed.
g. Any additional costs incurred in sourcing a replacement Candidate (including advertising, assessments or Candidate travel) are not included in this replacement guarantee.
h. If the remuneration package of the replacement Candidate increases from the original Candidate, the invoiced amount will be adjusted appropriately.
i. In the case of Fixed Term Recruitment, this replacement guarantee applies only to the original Fixed Term contract. It does not apply to any extensions, renewals or subsequent contracts of any kind, regardless of whether they are negotiated directly or through Hudson.

21. LIABILITY EXCLUSIONS
a. Hudson assesses and presents Candidates based on the information available at the time of introduction. However Hudson does not warrant the accuracy, completeness or reliability of any information provided by or about a Candidate, including information obtained from third parties such as referees, previous employers or verification service providers
b. The Client acknowledges that the Client is solely responsible for conducting its own due diligence and for making the final decision to engage any Candidate. Hudson does not guarantee that a Candidate will achieve any particular outcome, performance level or fit or that the recruitment process will result in a successful
placement.
c. To the maximum extent permitted by law and subject to Clause 6, Hudson is not liable for any loss, damage, costs or compensation (whether direct or indirect) which may be suffered by the Client, or for which the Client may become liable, arising from:

i. the introduction, non -introduction or delay in introduction of a Candidate;
ii. the failure of a Candidate to accept an Engagement or On-hire Services Assignment; or
iii. any act or omission of a Candidate before, during or after their engagement with the Client

d. Hudson makes no guarantee that a Candidate will achieve a specific outcome, meet performance expectations or remain in a role for a minimum period

22. DEFERRED HIRING
If the Client defers a hiring decision in respect of a Permanent Recruitment Services and a Candidate is hired within twelve (12) months of the date of the initial introduction by Hudson or the first interview (whichever is later) the Client must pay to Hudson the applicable placement fee in accordance with these Terms of Business.

23. CONTINGENT ASSIGNMENT CANCELLATION
Where a contingent recruitment assignment is cancelled, withdrawn or significantly delayed after Hudson has submitted a shortlist of Candidates, Hudson reserves the right to charge the Client for services performed to date. Such fees will be calculated at Hudson’s standard hourly rates and will include reimbursements of any reasonable pre-approve, out of pocket expenses incurred.

PART D – PROJECT SERVICES
24. PROJECT SERVICES FEES
Fees for Project Services are dependent upon the final inclusions of the project as agreed by both parties. The total fees are based on actual volumes and are payable at the designated times irrespective of the duration of the project. Pricing is milestone based. Cancellation, delays or postponement of services once commenced will incur fees for all services delivered up until this point.

25. ASSESSMENT FEES
Assessment Fees depend on the complexity and volume of the tests desired and will be strictly payable within 14 days of the invoice date. Each request may require a different mix or battery of tests and, in some cases, individual one-to-one debriefing may also be required, which all contributes to the varying levels for fees. This will be agreed with the client prior to undertaking testing.

FEES SCHEDULE