Terms of Business

1.1 These terms apply to all recruitment services Talyn Recruitment Group (ABN 37 214 739 717) (we, us) provides to you (as defined in clause 13).

1.2 Once you have received these terms, you are bound by them on the earliest of:

• (a) signing them;
• (b) giving us a role brief or instructions, in writing or verbally;
• (c) paying a Start Payment;
• (d) asking for or accepting an Introduction, or contacting, interviewing or Engaging a Candidate; or
• (e) otherwise asking us to start work on a role.

1.3 The version of these terms we last gave you before a role brief or Introduction applies to that Search or Introduction.

1.4 Special terms in the Client details, or in a Search confirmation signed by both parties, prevail over these terms, to the extent of any inconsistency, for you or that Search; all other terms continue to apply. Unless they say otherwise, a special fee or discount replaces the Repeat Discount.

1.5 These terms, with any role brief, Search confirmation or invoice you accept, are the whole agreement and replace any earlier understanding. Changes must be in writing and signed by both parties. Electronic signatures are binding under the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions (Victoria) Act 2000.

1.6 Application Screening is governed by our Application Screening Terms of Business, not these terms. These terms apply to a role taken further after Screening, as those terms set out.

2.1 We provide permanent recruitment and will use reasonable skill and care to source, assess and introduce Candidates. Fees also apply to fixed-term, contract and casual Engagements (clause 5.5). We may decline any role.

2.2 You are responsible for deciding whether to hire; for checking each Candidate’s qualifications, experience, references, identity and right to work in Australia before Engaging them; and, once a Candidate starts, for the employment relationship and the Candidate’s acts and omissions, as they are under your direction and control.

2.3 We do not guarantee that any Candidate will be available or suitable.

2.4 You will respond to briefs, feedback and interview requests within 5 business days. Time spent waiting on you does not count toward any time limit in these terms. Your briefs and instructions will comply with anti-discrimination and workplace laws, and you will not ask us to act unlawfully.

3.1 Every Search is exclusive unless special terms say otherwise, even if you have already tried to fill the role yourself, by advertising or through another agency.

3.2 A Search, and its Search Period, starts when we receive the Start Payment. The Search Period ends on the earliest of:

• (a) the start date of the person filling the last position in the brief;
• (b) written notice by either party ending the Search, or by you withdrawing the role; or
• (c) 6 months after the Search started, unless extended in writing.

3.3 During the Search Period you will:

• (a) run sourcing, assessment, shortlisting and hiring for the role through us;
• (b) not use another agency or sourcing service for the role without our written agreement;
• (c) pause your own advertising for the role within 2 business days of the Search starting, unless we agree otherwise; and
• (d) forward direct applications for the role to us within 2 business days.

3.4 If anyone is Engaged in the role, or a substantially similar role, during the Search Period, however they were found (including through your own advertising, referrals or another agency), the Balance is payable, except for:

• (a) a person who had accepted your written offer before the Search started, as you showed us in writing before it started;
• (b) a person employed by you for at least 3 months before the Search started who is moved into the role; or
• (c) a person you named to us in writing, before the Search started, as already in your recruitment process for the role.

3.5 If the Search ends without every position in the brief being filled (other than under clause 7) and, within 3 months after the Search Period ends, you Engage in the same or a substantially similar role anyone who applied, was referred or was sourced during the Search Period, however they were found (including through your own advertising or referrals), the Balance is payable. If we end the Search other than for your breach, this clause does not apply.

4.1 If a Candidate is Engaged in the role we introduced them for, or a substantially similar role, within 12 months of our Introduction, by you, through another agency, or by a Third Party you passed their details to, the Balance is payable, less any Balance already paid for that Engagement. This includes Candidates presented outside a Search; for them, the role we introduced them for is the type of role we presented them for. For a direct application you forwarded to us, this clause applies only if the person is Engaged within 3 months after the Search Period ends, and not if the Search ended under clause 7 or we ended it other than for your breach.

4.2 No fee is payable under clause 4.1 if you show the Engagement came from a process wholly independent of our Introduction, including qualifying prior contact. To rely on prior contact, you must tell us in writing, with details, within 5 business days of the Introduction. It qualifies only if you were then in a live recruitment process with the Candidate for the role they are Engaged in, such as active discussions, an interview or an offer. A CV on file, a database entry or an application that was not progressed does not qualify. If you do not tell us within 5 business days, you must prove the prior contact. This clause does not apply to a direct application you forwarded to us.

4.3 If, within those 5 business days, you give us another agency’s dated introduction showing it introduced the Candidate to you before we did, we will withdraw the Candidate and clause 4.1 will not apply to them. Otherwise clause 4.1 applies. Your obligations to that agency remain yours.

4.4 While a Candidate we placed remains employed by you, we will not knowingly approach them about roles elsewhere.

5.1 Start Payment. The first $800 (ex-GST) of the Fixed Fee is the Start Payment. It starts a Search. We invoice it when we accept your brief, and it is due on receipt. You pay it once per Search, however many people you hire from it; each further person from the same Search pays only the Balance. Each new role or new Search has its own Start Payment. It is always paid in full and is refundable only under clause 7; any Repeat Discount comes off the Balance (clause 5.6). Screening Fees count toward the Fixed Fee only as our Application Screening Terms of Business provide.

5.2 Candidates presented outside a Search. No Start Payment applies. If you Engage the Candidate, only the Balance is payable. If you then ask us to run a Search, clause 5.1 applies from that point.

5.3 Fixed Fee. A set dollar amount, not a percentage, for each person Engaged (a further person from the same Search pays only the Balance, clause 5.1), based on the Band of the Package they actually accept, even if the role was briefed in a different Band:

5.4 Bespoke. For a Package below $60,000 or above $150,000, the Fixed Fee, including the Start Payment, is agreed in writing before the Search. If none is agreed by the time the Package is accepted, the nearest Band’s Fixed Fee applies.

5.5 Part-time and non-permanent hires. The Band is set on the full-time-equivalent annual Package. A fixed-term or contract Engagement with an initial term of 6 months or less is charged 50% of the Balance; the rest of the Balance is payable if, within 12 months of starting, it is extended beyond 6 months in total or becomes permanent. Every other Engagement, including casual or open-ended ones, is charged in full.

5.6 Repeat Discount. A further placement, in any Band, starting within 6 months of the start date of your most recent placement receives 20% off the total payable for it (the Fixed Fee for the first person hired from a Search, or the Balance where only the Balance is payable, such as a further hire from the same Search or an Introduction). The discount comes off the amount invoiced on its start date and any later amount under clause 5.5; the Start Payment is still paid in full. Each such placement restarts the 6 months. A placement is an Engagement for which a Balance is paid. The discount applies to Bespoke roles only as agreed in writing, and a replacement under clause 8 does not count as a placement.

5.7 Costs. Standard advertising is included. Premium advertising you request is charged at its extra cost over standard. Testing you request, and candidate travel or accommodation required for interviews, are charged at cost. All are incurred only with your prior written approval.

5.8 GST. Amounts exclude GST. Where GST applies, it is added to the tax invoice and paid by you in addition. You warrant that your GST status in the Client details is accurate and will tell us of any change.

6.1 The Balance is invoiced on the start date. Invoices are due within 14 days; the Start Payment is due on receipt.

6.2 You will tell us the start date and Package within 5 business days of any Engagement under these terms and, on request, give us the remuneration section of the accepted offer, which we keep confidential.

6.3 Any dispute about an invoice must be raised in writing, with reasons, within 14 days of its date. A dispute does not delay payment of any undisputed amount, and you may not set off any amount you believe we owe you. This does not affect your right to recover any amount later shown to be overcharged.

6.4 If an invoice is unpaid 14 days after its date, we may charge interest at 10% a year on the overdue amount, pause services until it is paid, and recover reasonable costs of recovery. This does not limit your rights under the Australian Consumer Law.

7.1 If we have not delivered a shortlist worth interviewing within 30 days of the Search starting, you may end the Search by written notice and we will refund the Start Payment in full within 14 days. If you do not end the Search, it continues and you keep this right while no such shortlist has been delivered.

7.2 The 30 days exclude days we are waiting on you (for brief approval, feedback, information or interview availability), restart if you materially change the role, Package or requirements (such as duties, seniority, location or salary range), and pause while the role is on hold.

7.3 You will respond to each shortlist within 5 business days, or it is treated as worth interviewing. A shortlist is also worth interviewing if you interview, or ask to interview, anyone on it. If you consider a shortlist not worth interviewing, you will tell us in writing with brief reasons against the brief, and we may revise it within the remaining period.

7.4 Re-engaging us for the same or a substantially similar role requires a new Start Payment.

8.1 If a Candidate we introduced resigns within 120 days of starting, or you end their employment within 90 days, we will find a suitable replacement at no further Start Payment or Balance (this is not a re-engagement under clause 7.4, and clause 7 does not apply to it), without you needing to prove the Candidate was unsuitable. You pay only any difference if the replacement’s Package is in a higher Band. The remedy is a replacement, not a refund.

8.2 If we cannot find a suitable replacement after at least 4 weeks’ exclusive opportunity, you may choose for us to keep searching, or take a credit of the Balance paid against a future fee, valid for 12 months. No cash refund is payable.

8.3 The guarantee applies once per placement, not to replacements, and only if:

• (a) you notify us in writing within 14 days of the Candidate’s last day;
• (b) the role, reporting line, Package and conditions are materially unchanged from the offer;
• (c) the departure was not caused by redundancy, restructure, a change in role scope or location, serious misconduct, the agreed end of a fixed-term, contract or casual Engagement, or your breach of your obligations to the Candidate; and
• (d) the fee is paid in full; if it is overdue, the guarantee lapses 7 days after our written notice.

8.4 Nothing in this clause limits your rights under the Australian Consumer Law.

9.1 If a Candidate withdraws after accepting your offer but before starting, through no fault of yours, no Balance is payable and, if you ask, we will resume the search, with a new Search Period, at no further Start Payment.

9.2 The Balance is earned when a Candidate accepts your offer. If you then withdraw the offer or decide not to proceed, including because of a redundancy or restructure, it is payable within 14 days of invoice.

10.1 Candidate information we provide (including CVs, contact details, history, expectations and assessment notes) is confidential. You will use it only to assess the Candidate for a role with you, not pass it on without our written consent, and securely delete it if no Engagement results within 12 months of the Introduction. We keep your confidential business information confidential.

10.2 Both parties will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our Privacy Policy is at talyn.com.au/privacy.

11.1 Nothing in these terms excludes, restricts or modifies any right or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where our liability for failing to meet a consumer guarantee can be limited, it is limited, at our option, to resupplying the service or paying the cost of resupply.

11.2 Subject to clause 11.1, our total liability under or in connection with these terms, however arising (including in negligence), is limited to the Balance paid or payable for the relevant Candidate or role.

11.3 Neither party is liable to the other for indirect or consequential loss, including loss of profit, revenue, opportunity or reputation. This does not limit any fee, interest or cost payable under these terms, or your liability for breach of clause 3.3 or clause 10. Your liability for breach of clause 3.3 is limited to the Balance that would have been payable.

11.4 We are not liable for a Candidate’s acts or omissions after they start, for inaccurate information from a Candidate or Third Party, or for your failure to make your own checks.

11.5 You indemnify us against third-party claims arising from a Candidate’s acts or omissions in the course of, or in connection with, their Engagement by you, except to the extent caused by our negligence or breach. This clause survives the end of these terms.

12.1 Governing law. These terms are governed by the laws of Victoria, and the parties submit to the courts of Victoria.

12.2 Disputes. Before starting proceedings (except for urgent relief or recovering an undisputed invoice), a party must notify the dispute in writing, and the parties will meet in good faith within 10 business days and, if it is unresolved within 20 business days, refer it to mediation through the Resolution Institute or an equivalent body.

12.3 Severability. An invalid or unenforceable provision is read down or severed only as far as necessary, and the rest continues.

12.4 Waiver. A right is waived only in writing; delay in exercising it is not a waiver.

12.5 Assignment. You may not assign your rights without our written consent. We may assign amounts owing to us.

12.6 No solicitation. While we provide services to you and for 12 months after, you will not solicit or engage a member of our team, except where they respond to a public advertisement not directed at them.

12.7 Notices. Notices are given by email to your billing email or to hello@talyn.com.au and are received on the next business day, unless delivery fails.