Terms of Business for Talent Management

Hudson Global Resources (Aust) Pty Limited (ACN 002 888 762) is a consultancy that together with its subsidiaries and related companies (“Hudson”) supplies recruitment, outplacement, career management, assessment & development services (“Services”). Hudson is committed to providing professional and quality-orientated Services to all clients on the terms and conditions of this document.

This document will govern the relationship between you and Hudson each time Services are provided to you (“Terms of Business”).

The Terms of Business will apply to the verbal or written deliverables regarding the Services and any confirmation letter issued by Hudson or Fee Schedule. If there is any inconsistency between the Terms of Business, the confirmation letter or any verbal or written deliverables or the Fee Schedule, the Terms of Business will prevail.

Content

  1. Variation
  2. Fees
  3. Hudson's Responsibilities
  4. Your responsibilities
  5. Contract material
  6. Cancellation and termination of Services
  7. Legal relationship
  8. Liability and Indemnities
  9. Goods and services tax
  10. Privacy
  11. Governing Law

1. Variation

If the Terms of Business are varied it must be in writing signed by you and Hudson.

 

 

2. Fees

2.1 Determining Fees

  1. Hudson will negotiate the fee with you prior to commencement of the Services or specific project. Hudson may re-negotiate the fee should the specification or responsibility of the particular Service change, after or before commencement of the Services.

2.2 Payment of fees

  1. Unless agreed otherwise, fees will be invoiced at the commencement of the Services and will be payable within seven (7) days of the date of the invoice.
  2. Where Hudson is providing you with Outplacement/Career Management services for your current or former employees (“Outplacement/Career Management”) Hudson will invoice you for the fees for Outplacement/Career Management Services at the commencement of the Services and the invoice will be payable within seven (7) days irrespective of when, or if, the candidate obtains employment.
  3. The details of the fees may be provided in a Fee Schedule.

2.3 Expenses

  1. You are responsible for reimbursement of all Expenses incurred by Hudson in providing the Services. Expenses will be invoiced as they are incurred and will be payable within seven (7) days of the date of the invoice.
  2. Payment for accommodation, travel and meals will be agreed with you prior to Hudson incurring those expenses, and will not be payable by you unless agreed.
  3. In this agreement:“Expenses” means costs incurred by Hudson, its employees, subcontractors and agents in providing the Services to you for accommodation and travel (including airfares and taxi), meals, venue hire, materials and manuals, overseas and interstate telephone calls and facsimiles, courier fees and any other expense as may be agreed between you and Hudson.

2.4 Substitution

  1. Hudson may substitute the Hudson employees or subcontractors (“Hudson Personnel”) providing the Services to you at its discretion.
  2. If Hudson substitutes any Hudson Personnel, Hudson will use all reasonable endeavours to ensure that there is minimal disruption to the Services.

 

 

3. Hudson’s responsibilities

3.1 Service Levels

  1. Hudson will exercise due care and skill when providing the Services and will use all reasonable efforts to meet the deliverables. The Services will be provided to you at the highest standard expected of a consulting business operating in your market.
  2. Hudson does not accept responsibility for any delay in, or failure to complete the Services or deliverables where that delay is the result of any act of god, industrial dispute, act of a third party or failure on your part to meet your obligations.
  3. Hudson does not accept responsibility for the accuracy of information provided to it by you, candidates or third parties.
  4. Without limiting Hudson’s obligations under 3.1.1, Hudson does not guarantee, and does not accept any responsibility for placement of, or failure to place any Outplacement/Career Management candidate.

3.2 Payment

Hudson is responsible for the payment to or in relation to Hudson Personnel who may perform the Services of:

  1. wages, salaries, bonuses, penalties, loadings and allowances;
  2. payroll tax and pay-as-you-go tax installment deductions;
  3. workers’ compensation insurance premiums;
  4. superannuation contributions; and
  5. any other payments required by law.

3.3 Compliance with Laws

Hudson will comply with all requirements prescribed by any law or instrument applicable to any Hudson Personnel including, but not limited to:

  1. industrial relations legislation;
  2. industrial awards and other industrial instruments made or approved under legislation;
  3. occupational health and safety legislation; and
  4. discrimination legislation.

 

 

4. Your responsibilities

4.1 General

  1. While Hudson is providing Services to you at your premises (or while attending any other premises on your behalf) you are responsible for ensuring the health and safety of the Hudson Personnel or any other person who comes into contact with them.
  2. You are responsible for complying with the requirements of any law applicable to any employees or contractors including but not limited to industrial relations legislation, occupational health and safety legislation, and discrimination legislation.This includes, but is not limited to, the following:
    1. immediately notifying Hudson of any occupational health and safety risks or discrimination or harassment issues in connection with the provision of the Services; and
    2. providing a workplace which meets all applicable occupational health and safety standards.

4.2 Confidential information

  1. Hudson, its employees, agents and subcontractors will respect the confidentiality of your Confidential Information and Intellectual Property but you are responsible for the protection of your Confidential Information and Intellectual Property. Unless you specify information as confidential, Hudson is not liable for any claim arising from the use or misuse of your Confidential Information and Intellectual Property.
  2. In this clause and clause 3:“Confidential Information” means information that is not in the public domain regarding you and your business.“Intellectual Property” means any rights and or title in or related to any trademarks or copyright works, documents, films, computer programs or sound recordings, know-how or trade secrets held by you or a related entity to you.

4.3 Insurance

You are responsible for ensuring that you are adequately covered by any insurance policy held by you in respect of your business in connection with any acts or omissions of any Hudson Personnel.

4.4 Solicitation

During the term of these Terms of Business and for a period of a year afterwards, you, any related entity to you or a new supplier of services to you, shall not solicit, entice away or make an offer of employment to Hudson Personnel , without the express permission of Hudson and subject to the payment, by you, of a placement fee equal to one hundred percent (100%) of the total annual salary package for the Hudson Personnel. The placement fee will be invoiced by Hudson at the time of acceptance of the offer of employment and will be payable within thirty (30) days of the date of the invoice.

 

5. Contract Material

5.1 Ownership of Contract Material

Ownership of all Contract Material shall remain with Hudson.

5.2 Use of Contract Material

You will be entitled to indefinitely but not exclusively use, reproduce or alter the Contract Material for your own purposes.

5.3 Hudson’s rights in Contract Material

Clause 5.2 does not restrict Hudson from using or reproducing the Contract Material and does not grant you any rights to Hudson’s trademarks, logo’s or other identifying marks.

“Contract Material” means materials and documents brought into existence for the purpose of providing the Services or incorporated in the materials or documents.

 

 

6. Cancellation and termination of Services

6.1 Cancellation before commencement of Services

  1. If you want to cancel the Services prior to the scheduled commencement of the Services, you must provide Hudson with seven (7) days notice in writing.
  2. Outplacement/Career Management Services may be cancelled at any time.

6.2 Termination of Commenced Services

  1. Subject to this clause 6.2, you may terminate the Services by giving seven (7) days written notice to Hudson.
  2. If, following commencement of an assessment component, you terminate the assessment, or a candidate fails to continue with the assessment, 30% of the total assessment fee will be payable (or 100% of the fee, in cases where writing of the candidate’s report has commenced).
  3. There will not be a refund for Outplacement/Career Management Services fees which have commenced.
  4. Where you terminate workshops or other project work the following cancellation fees shall be payable:
    1. if less than 24 hours notice is provided to cancel the respective Services – 100% fee is payable;
    2. if between 24 and 48 hours is provided to cancel the respective Services – 50% fee is payable;
    3. if more than 48 hours notice is provided to cancel the respective Services – no fee is payable.
  5. If any Services (other than Services referred to in clause 6.2 (2, 3 & 4) are terminated there will be a minimum fee payable of 10% of the determined fee under clause 2.1 or a pro rata percentage of that fee equal to the extent to which the Services have been completed, whichever is the greatest.

 

 

7. Legal Relationship

You agree that nothing in this agreement creates a relationship of employment, partnership or agency between you and Hudson, its employees, agents or subcontractors.

 

8. Liability and Indemnities

  1. Hudson is not liable for any loss, damage, costs or compensation (whether direct or indirect) which may be suffered by you, or for which you may become liable, arising from the performance of the Services, unless the loss, damage, cost or compensation was caused by a breach of the Terms of Business by Hudson. Hudson’s liability shall not include punitive or exemplary damages or consequential loss including loss of profits. This clause does not vary the disclaimer of liability contained in clause 3.1.4.
  2. You indemnify Hudson (and keep Hudson indemnified) in respect of all claims by Hudson Personnel arising from or related to your acts or omissions including but not limited to termination of the assignment by you or your failure to meet your obligations under these Terms of Business.
  3. Any liability of Hudson under clause 8.1 will be reduced to the extent of your contributory negligence (if any) or the negligence of a third party.

 

 

 

9. Goods and services tax

  1. All fees payable under these Terms of Business are exclusive of GST.
  2. GST will be added to the fee at the prevailing rate unless it is assessed to be GST exempt.
  3. Out-of-pocket expenses, when applicable, will be calculated and charged as the amount incurred by Hudson (net of any input tax credit to which Hudson is entitled) plus GST as applicable.

 

 

10. Privacy

  1. You agree to comply with the Privacy Laws regarding Personal Information collected, used or disclosed by you in connection with this agreement. You agree not to use or disclose any Personal Information provided to you by Hudson except for the purpose of receiving Hudson's services.
  2. You must ensure that before disclosing any Personal Information to Hudson you are entitled to disclose that information under the Privacy Laws and obtained any required consents or authorisations and/or provided any required notifications.
  3. You agree that Hudson may use, collect and disclose Personal Information received, created or obtained in connection with this agreement in accordance with its Privacy Policy available at: au.hudson.com/privacy-policy.
  4. If you become aware of any actual or alleged breach of the Privacy Laws concerning information disclosed by Hudson to you by you to Hudson, you should immediately notify Hudson and comply with any reasonable directions of Hudson with respect to such breach.
  5. In this clause:
    “Personal Information” has the meaning given to that term in the Privacy Act 1988 (Cth) (and any equivalent term/s under applicable privacy or data protection laws).
    “Privacy Laws” means the Privacy Act 1988 (Cth) and any other applicable privacy or data protection laws.

 

 

11. Governing Law

These terms of Business are governed by the laws of the state or country in which the Services are provided and all disputes arising from these Terms of Business will fall within the exclusive jurisdiction of the courts of that state or country.

Last updated 9 July 2019