Client Terms

Last updated 1 September 2017

Please read these Terms and Conditions carefully. If you have any questions or wish to clarify any matters, please contact our team at hello@recstra.com

This is a legally binding contract between you and Recstra Pty Ltd ("Recstra", "us", “our”, or "we") (ACN 602 936 998).

This contract governs your relationship with Recstra and its Recstra Certified Recruiters™ (the term "Recstra Certified Recruiter™" is defined in the 'Overview and Services' paragraph below), your use of the Recstra website (the "Site") and the services provided by Recstra.

The words "you" or "Client" in these Terms and Conditions and on the Site, means:

  1. in Australia, the holder of the ABN provided to Recstra at registration; or
  2. where the entity is not in Australia, the entity holding the company registration number (or equivalent) in the relevant jurisdiction, as provided to Recstra at registration.

If you are registering with Recstra or posting a job on behalf of a business, that business is taken to have accepted these terms and conditions and you are taken to have been duly authorised to bind the business.

We may amend, update or change the Site including these terms and conditions from time to time by publishing them on this Site, without prior notice to you. You should periodically check the page containing these terms and conditions for changes. These are the current terms and conditions and replace any other terms and conditions previously published for this Site.

Please read our Privacy Policy for an explanation of Recstra's practices regarding the collection, use, and storage of your information. By using the Site, registering your interest, posting a job or contacting Recstra, you consent to Recstra handling and processing your information as described in the Privacy Policy.

Overview and Services

Recstra provides Clients with the opportunity to connect with industry practitioners and Recstra Certified Recruiters™ who are registered with Recstra ("Recstra Certified Recruiter™") for consulting services. Consulting services may include telephone consultations, consulting projects, conference calls, video calls, face-to-face meetings, project and assignment work, speaking engagements or other deliverables, research or advisory services (a "Consultation").

Recstra facilitates the interaction between Recstra Certified Recruiters™ and Clients ("Services"). You understand that we are not a party to and will not have any liability with respect to the Consultations or employment arrangements.

Where you are introduced to a Recstra Certified Recruiter™ by us and you take up employment or another type of engagement with the Recruiter, refer to "Introductions and Non-solicitation" below.

Any terms you enter into with the Recstra Certified Recruiter™ in relation to the work to be provided will be binding on the you and the Recstra Certified Recruiter™. Any terms which attempt to alter or modify these terms and conditions must be agreed by Recstra in writing.

Joining as a Client

You are considered to have joined as a Client by posting a job on the Site via the telephone or internet and/or accepted our Client Terms verbally or in writing.

Set-up and Scope of Consultations

You will be provided with a Recstra Certified Recruiter™ that Recstra has deemed appropriate for your needs, however you are free to request a specific Recstra Certified Recruiter™ and if they are available engage them, consistent with the Services you have agreed with us.

Recstra Certified Recruiters™ are free to accept or decline Consultations at their discretion. However, Recstra Certified Recruiter™ represent that they will only accept Consultations:

  • that do not present a conflict of interest,
  • that relate to matters that they are permitted to discuss, under applicable law and any obligations they may owe to another party (including contractual, fiduciary, employment, or otherwise), and
  • that relate to topics about which they are knowledgeable.

They are expected to accept or decline a Consultation within a maximum of two (2) business days and to adhere to the schedule they establish with you and Recstra.

You understand that a Recstra Certified Recruiters™ capacity to consult may be limited by other obligations they may have to entities or institutions with which they are affiliated or employed. To the extent you know about any such limitations or obligations, you agree to respect them in your interactions with them.

Recstra Certified Recruiter™ are requested to not assign Consultations to any other person without your and our prior written consent.

You will not procure, entice, solicit or induce or do anything which causes a Recstra Certified Recruiter™ to breach any other obligations or contract a Recstra Certified Recruiter™ may owe to another person or entity.

Feedback

We will collect your feedback about Recstra Certified Recruiter™ to assist improvements to the functioning of our search functionality and Site. We will only use your feedback indirectly and/or publish it anonymously, unless we agree otherwise with you.

Payment for Services

Fees

For each singular or multiple of an “Item Of Work” a Recstra Certified Recruiter™ completes in respect of a Consultation, and according to their “Experience Level”, Recstra will charge you the “Unit Charge Rate”, in accordance with our Pricing and Guarantee Procedures. All fees are exclusive of GST.

The rates payable by you and the Recstra Certified Recruiters™ Experience Level in respect of a Consultation will be disclosed and agreed between the Recstra Certified Recruiter™ and you ("Fees") prior to commencement of each Consultation.

We will receive a fee in respect of the Services ("Service Fee") in accordance with our Pricing and Guarantee Procedures. The Service Fee and any GST payable in respect to the Service Fee or which Recstra is required to pay will be included (together with the Fees payable in relation to the Consultation) in any tax invoice issued to you by Recstra.

Recstra will be entitled to receive payment for the Service Fee in respect of any Consultations introduced by Recstra, regardless of whether you had a previous relationship with the Recstra Certified Recruiter™. 

You will be charged for the time that Recruiters spend in a Consultation as well as reasonable preparation time and expenses, unless otherwise agreed in writing between you, Recstra and the Recstra Certified Recruiter™.

Invoicing and method of payment

The Recstra Certified Recruiter™ will submit a payment claim via the Recstra platform in accordance with our Pricing and Guarantee Procedures (or at such other times as agreed with us).

Recstra will then submit a payment claim to you (in the form of a tax invoice) for approval by email:

  • If you do not either approve or dispute the payment claim within two (2) business days from the date of the payment claim, the payment claim will be deemed to have been approved by you.
  • If you dispute the payment claim, you must liaise with the Recstra Certified Recruiter™ and based on such liaison, the Recstra Certified Recruiter™ will provide an amended payment claim.

Within one (1) business day of:

  • approval (or deemed approval) of the payment claim by the Client; or
  • sending of an amended payment claim under paragraph (b)(ii) above, you will pay the payment claim.

We will pay the Recstra Certified Recruiter™ the amount of the approved (or amended) payment claim after deduction of the Service Fee, GST and other amounts we are entitled to deduct under these terms, our Pricing and Payment Procedures, and/or any agreement we have with the Recstra Certified Recruiter™.

You understand and acknowledge that the timing provided in this clause is critical to ensure the timely and smooth provision of Services and is therefore a material term of this Agreement. Where undisputed or approved tax invoices issued by us are not paid in accordance with this Agreement, we may charge Late Payment Fees against any outstanding amount for each day that amount remains unpaid. Late Payment Fees are 5% of the invoice value for every week the amount remains unpaid.

You understand and acknowledge that RECSTRA will not make any payment to the Recstra Certified Recruiter™ until you have transferred cleared funds to us.

Invoicing and payments by us will (where possible) be on the basis of Recstra acting as the intermediary that facilitated the supply to the Client of the Consultations by the Recstra Certified Recruiter™ and that facilitated the acquisition by the Client of the Consultations from the Recstra Certified Recruiter™ in accordance Subdivision 153-B of the A New Tax System (Goods and Services Tax) Act 1999. The Recstra Certified Recruiter™ will not invoice the Client directly.

Taxes and Duties

All amounts payable under these terms and conditions are exclusive of any GST or other taxes (other than income tax) which we are required to pay in respect to the Fees.

Compliance with Law

You agree to use the Site and Services only for lawful purposes. The Site and the Services are subject to, and you agree that you shall at all times comply with, all applicable laws, rules and regulations, including, without limitation, those relating to the export of technical or other data and the transfer of personal information. 

Authorised Users

Only your employees shall be "Authorised Users" and permitted to access the Site and/or Services. Unless otherwise agreed in writing, the Site and/or Services may not be used by any Client affiliates, portfolio companies, or other individuals or groups within your company or any third party.

All Authorised Users shall be subject to the terms of this Agreement. You shall be responsible for any breach of this Agreement by any of your Authorised (except in the case of fraud).

You agree to provide to us current, complete and accurate information in the course of your using the Site and/or Services and to maintain and update this information in a timely manner and to ensure that such information is up to date prior to a Consultation.

Client Conduct

You must act with the utmost professionalism and courtesy in your dealings with Recstra Certified Recruiters™ and with Recstra. As a Client, you agree to the following:

Conflicts

You confirm that you shall not knowingly or recklessly use the Services to access Recstra Certified Recruiter™ who are employed by a company reasonably considered a direct competitor of yours or a direct competitor of your clients, or, if applicable, one of your business units, actively managed portfolio companies, affiliates or subsidiaries or the client you are acting on behalf of. You will neither request nor proceed with any discussion with any such Recstra Certified Recruiter™.

Material Non-Public Information

You will not use Recstra to solicit, disclose or misappropriate any material non-public information within the meaning of Australian securities laws or the equivalent laws of any other country or jurisdiction.

Confidentiality

You must not use, disclose, solicit, make available or misappropriate any Confidential Information, trade secrets, or other proprietary information that belongs to any third-party without that party’s prior written permission, or in violation of any express or implied duty or contract right.

Confidential Information means any documents or information created, received or obtained by the Client from or on behalf of the Recstra Certified Recruiter™, Recstra or any other party in respect of any Consultation. In relation to Recstra, it also includes all non-public information pertaining to Recstra's business (including, without limitation, our pricing information, the identity or participation of specific Recstra Certified Recruiter™, and any content marked confidential) is Confidential Information.

You will hold all Confidential Information in trust and confidence, and not disclose, misappropriate or make available to any third-party, directly or indirectly, any confidential Information, except as may be required by applicable law or legal process or with applicable consent.

Recstra will not disclose or make available to any third-party, directly or indirectly, your Confidential Information, except where we have your permission, where the Confidential Information is already in the public domain (through no breach of this contract) or in furtherance of your use of the Services, to enforce this contract or if legally compelled to do so.

Compliance with Law

You agree that you will not at any time use the Services, perform your obligations under this contract (or any agreement with a Recstra Certified Recruiter™) in violation of law or in violation of your obligations to third parties.

Non-sales

You agree not to speak with Recstra Certified Recruiters™ to market your products or services (or products or services of your business units, actively managed portfolio companies, affiliates or subsidiaries, or the client you are acting on behalf of; collectively, "your products") to them, or in any manner to encourage or influence Recstra Certified Recruiter™ to use, purchase, prescribe, arrange for the purchase or use, refrain from the use or purchase, recommend to others the purchase, prescription or use or the refraining from the purchase, prescription or use of, any particular products or services.

You further understand and agree that you cannot select particular Recstra Certified Recruiter™ as a means to compensate them for their past or future use of your products. You hereby represent and warrant to Recstra that in the event you choose to speak with Recstra Certified Recruiters™ who use your products, you are speaking with them in order to benefit from the insight or scientific expertise of such Recstra Certified Recruiters™, and not for any of the purposes prohibited in this Agreement.

Accurate information

You warrant and represent that the information you provide is and shall remain complete, accurate, true and correct and that you will update information held by Recstra as soon as possible after any changes.

User Content

You are solely responsible for all information and any content you provide in relation to Consultations ("User Content"). User Content includes, without limitation, all content you post or send to Recstra or a Recstra Certified Recruiter™. Under no circumstances whatsoever shall Recstra be liable to you or to any other person or entity for your participation in, or use of, our Site. Recstra has no responsibility to review or approve User Content. You are prohibited from adding any User Content that is unlawful, infringing or defamatory. You agree to indemnify, defend and hold Recstra, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise from your User Content.

Other Limitations on Use

You agree to not ask Recstra Certified Recruiters™ for advice or recommendations on financial matters, stocks, other investments, any ratings or securities, legal, medical, accounting or financial planning.

You may use and apply in your business the opinions and insights you obtain during Consultations, but you may not identify or quote Recstra Certified Recruiters™ or attribute insights or opinions to Recstra Certified Recruiters™ or Recstra without the prior written consent of Recstra.

You may use Services only in strict accordance with this contract, and you agree that you will not use Services to compete directly or indirectly with Recstra or any of its Services.

You agree that any written materials provided to you in connection with a Consultation or the Services are for your own use and you may not redistribute, disseminate, publish, or display such material, in whole or in part, to any third parties without the prior written permission of Recstra, except to your regulators and professional advisors on an as needed basis.

Non-Reliance

Recstra is an independent contractor. The Recstra Certified Recruiters™ introduced to you through by Recstra and/or Services are independent contractors. Nothing in this contract is intended to create a partnership, joint venture, agency or employment relationship with either the Client or our Recstra Certified Recruiter™.

Recstra is not responsible for any content of projects, deliverables, representations or statements made by the Recstra Certified Recruiter’s™ or the quality of work or Consultations provided by Recstra Certified Recruiter’s™.

You understand and agree that (i) Recstra will not assume any liability with respect to your interactions with any Recstra Certified Recruiter™, and (ii) the knowledge and opinions of Recstra Certified Recruiter’s™ is not ours, and we do not endorse them or any other information provided by any user.

If any of the content, opinions or work provided to you by the Recruiter is to be relied upon by a third party, the Client shall indemnify and hold harmless, Recstra in respect of any damages claimed by any such third party in respect of reliance on any such work, content or opinions.

Responsibilities of Recstra Certified Recruiter’s™

Recstra Certified Recruiters™ are required by Recstra to comply with Recruiter Terms and Conditions as amended from time to time, located at recstra.com.

Client Responsibilities

In using the Services and at its own cost, the Client must:

  • use clear, complete and accurate information to describe the project, brief or Consultation;
  • make all necessary enquiries and satisfy yourself as to whether the Recstra Certified Recruiter™ meets your requirements and objectives, including in relation to your requirements in ownership of intellectual property;
  • comply with any applicable laws; and
  • ensure the Recstra Certified Recruiter™ has in place its own appropriate insurance policies, including professional indemnity insurance, public liability and/or workers’ compensation in respect of any Consultation.

Introductions and Non-Solicitation

For so long as you:

  • are registered as a Recstra Certified Recruiter™ with Recstra (and for 12 months after any such registration ceases); and/or
  • engage with a Recruiter made available by Recstra (including by providing information to you regarding a Recruiter, enabling you to identify a Recruiter or otherwise causing a Recruiter to be introduced to you),

you, your employees, agents, representatives or its related entities must not offer to employ, engage, solicit, induce, entice, or otherwise enter or attempt to enter into a contract for reward (directly or indirectly) with a Recstra Certified Recruiter™ for the performance of services, in any way other than through the Services. This applies whether or not you already know the Recstra Certified Recruiter™.

This means that you must use the Recstra Services as your exclusive method to engage with that Recstra Certified Recruiter™ unless Recstra agrees otherwise (in writing) and you pay Recstra the Introduction Fee.

This paragraph applies in Australia and any other overseas location where Recstra Certified Recruiter™ and Clients of Recstra are located.

Liability of Recstra

To the extent permitted by law, Recstra will not be liable to the Client for:

  • the project, the Consultation or scope of Consultation or any changes to the project, Consultation or scope of Consultation;
  • any deliverables, work, opinion or information provided by the Recstra Certified Recruiter™;
  • Services not performed in accordance with this contract;
  • the accuracy of information or documents, including the Recstra Certified Recruiter’s™ profiles, background, capabilities or statements provided to the Client;
  • any claims arising out of or in connection with this contract, any of the subject-matter of the Services or Consultation or engagement with the Recstra Certified Recruiter™, for breach of law, contract, negligence or other liability whatsoever; or
  • any other terms of engagement the Client might reach or agree with the Recstra Certified Recruiter™; or
  • any breach or alleged breach of another party's intellectual property rights arising in respect of the Services or this contract.

Indemnification

You agree to indemnify, defend and hold harmless, Recstra and its affiliates, successors and assigns (and its and their officers, directors, employees, sub-licensees, Client and agents) from and against any and all claims, damages, liabilities, losses, settlements, costs and expenses (including, without limitation attorneys' fees and court costs) which arise out of or relate to:

  • any act or omission (including negligent acts or omissions) of the Recstra Certified Recruiter™ in the performance or purported performance of any Consultation;
  • any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your use of the Services;
  • your breach of this contract, including, without limitation, any use of Recstra that violates third party rights or applicable law;
  • the use of any intellectual property created in respect of the Services not contemplated by this contract or as a consequence of a breach of this contract; or
  • any activity which you engage on or through Recstra.

This indemnity will survive termination of this contract.

Warranty Disclaimer; Limitation of Liability

You use the Services solely at your own risk. The Services are provided on an "as is" and "as available" basis. We don't control or vet user generated content for accuracy, nor do we have any obligation to monitor the use of our Services or verify the identity of our users. To the fullest extent permitted by law we disclaim any and all warranties of any kind, express or implied, including, without limitation, any implied warranties of merchantability, accuracy, title or non-infringement. We do not warrant that the Site, or any part thereof, will be available or operate in an uninterrupted or error-free manner or that errors or defects will be corrected, and we disclaim all liability related thereto.

Notwithstanding anything to the contrary in this contract and to the maximum extent permitted by law:

  • Recstra's liability, whether under statute, tort, equity or contract, arising from or in connection with the Site and/or Services is limited in the aggregate to the lower of the Service Fee paid by you to Recstra in the most recent 30-day period or $1,000.
  • Recstra is not liable to the Client in respect of any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of profits, loss of opportunity, delay damages, acceleration costs, lost time or good will, however arising, whether in contract, tort (including negligence), strict liability or otherwise.

Intellectual Property

Some of the Consultations will allow or require the Recstra Certified Recruiter™ to provide deliverables or content to the Client ("Recruiter Content").

Unless otherwise agreed between the Recstra Certified Recruiter™ and the Client, the Recstra Certified Recruiter™ retains ownership of all intellectual property rights in the Recruiter Content.

In the absence of any specific agreement between the Recstra Certified Recruiter™ and the Client, the Recstra Certified Recruiter™ will grant such rights to the Client in relation to the intellectual property in the Recruiter Content as necessary to enable the Client to receive the benefit of the Consultation. The Client’s requirements in this regard are to be communicated to the Recstra Certified Recruiter™ prior to the Recstra Certified Recruiter™ commencing any Consultation with the Client.

Recstra is not responsible for any Recstra Certified Recruiter™ or Client's use of or misappropriation of any intellectual property rights during the course of the Services or in the use of its Site, including any blog or social media sites such as LinkedIn, Facebook or Twitter. Any agreements or disputes regarding intellectual property rights in Recruiter Content shall be between the Recruiter and the Client.

Governing Law; Jurisdiction

This contract shall be governed by and construed in accordance with the laws of the Australian state of Victoria. The parties agree to submit to the non-exclusive jurisdiction of the courts of Victoria. Each party waives any right it has to object to an action being brought in the courts of Victoria including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

Dispute resolution

If a dispute arises out of or relating to this contract the relevant parties shall attempt to resolve the matter by mediation before litigation.

Unless otherwise agreed between the Recstra Certified Recruiter™ and Client, if a dispute arises in relation to the Consultation, the Client and Recstra Certified Recruiter™ shall attempt to resolve that dispute by mediation between themselves before litigation.

Nothing in this paragraph limits the rights of Recstra to seek or obtain urgent interlocutory or interim relief.

Termination and Suspension

Recstra or yourself may terminate this Agreement at any time for any reason. Your elected termination will be effective upon notice to Recstra. Violation by you of Recstra policies as set forth herein may, without limitation, result in immediate termination of Services with Recstra. 

Recstra reserves the right to suspend or cancel your registration or an Authorised User’s registration as a Client, at any time, on Recstra forming the view in its absolute discretion that Recstra's brand, operations (including the Site, any blogs or social media sites or membership) or business (including its Client's, partners or affiliates) may be adversely affected or harmed as a result of your continued registration.

Termination of Consultations

The Client may terminate a Consultation provided that the Client gives Recstra and the relevant Recruiter the following notice of termination of Consultation:

  • for Consultations of less than four weeks, 1 day notice in writing; or
  • for Consultations exceeding four weeks or where the Consultation involves the Recruiter working on a regular or systemic basis, 1 week notice in writing.

In each case the Client may elect to make a payment in lieu of notice.

Miscellaneous

Any translation of this contract or our other documentation is provided for your convenience only and the English version will govern.

If you are using this contract on behalf of a business, that business accepts these terms.

This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof; you also may be subject to additional terms (that we will notify you of in writing) that may apply when you use the Services (such as those that may be agreed in the context of a specific interaction).

We may modify these terms and condition from time to time by posting the modification(s) or updating these terms and conditions on our website recstra.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as Client of Recstra. If you continue to participate as a Client after any modification becomes effective, then your participation will constitute acceptance of such modification.

Coverage of Agreement:  This agreement relates to the provision of recruitment services within Australia.

Acceptance of Terms

Digital signing of these terms is considered full acceptance of document.