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AustCorp Executive Recruitment Terms and Conditions

These Terms and Conditions are between AustCorp Consulting Pty Ltd (ABN 080 436 479) trading as AustCorp Executive ("the Business") and The Client ("the Client") which the Business introduces personnel to be employed on any basis including but not limited to permanent or contractual basis ("the Candidate"). 1. Application and Acceptance of Terms and Conditions 1.1 These terms and conditions apply to all transaction carried on between the Business and the Client, in respect of Candidates employed on a permanent, contract or any other basis by the Client (either directly or by a company related, associated or affiliated to the Client), unless the Client is advised in writing by a Director of the Business of any additions, alterations or substitutions. 1.2 The receipt by the Client of a Candidate’s CV via mail or email, requesting an interview, the engagement of the Candidate or the passing to any other person or organization of personal information pertaining to a Candidate introduced by the Business, or written or oral instructions by the Client to the Business to supply Candidates, will be taken as acceptance of these Terms and Conditions. 1.3 The Client must notify the Business immediately an engagement is accepted by a Candidate. Once the Client agrees to engage a Candidate introduced by the Business for any position within the Clients organisation, even if the introduction has been made indirectly, whether as an employee or in any other capacity, within twelve months (12) of the initial introduction, the Client agrees to pay the Business an amount calculated in accordance with the fee schedule below. 1.4 From the time the Client engages the business it is the person that first contacts the candidate and obtains their approval to represent them to the Client. Should we be engaged alongside the Clients own efforts and / or other recruitment firms then again it is who contacts the candidate first and obtains their explicit permission. For retained and / or exclusive campaigns then the role is outsourced to the business. Individual project terms will be supplied and agreed in full for each individual retained / exclusive campaign. 1.5 From the time the Client engages the business they agree that from that date we are operating on the premise that the Client has conducted their own search (referrals, own database, own advertising) and as such should the business subsequently introduce a candidate that they know of, but are not currently talking to about opportunities, than the introduction is via the Business. 1.6 The point of engagement is defined as the point where the client is aware and gives approval (verbal or written) that the business is actively working to source them relevant individuals. 2. Fees 2.1 Salary Package For the purposes of this agreement the salary package is defined as annual base salary plus guaranteed commission (if any) plus superannuation plus vehicle allowance or company vehicle plus fuel card plus GST. A company vehicle will be valued at $18000. The provision of a fuel card will be valued at the market rate of $6000. 2.2 Permanent Positions The recruitment fees for the introduction of a Candidate for a permanent position will be set according to the following scale: Fee Schedule (Fees do not include GST) Fee payable (Expressed as a percentage of the salary package – Clause 2.1)

Up to $179,999 20% $180,000 - $249,999 25%

$250,000 + 30% 2.3 Commission only Positions To be negotiated on a case-by-case basis with a minimum payment of $10’000 plus GST. 2.4 Advertising Expenses Where an assignment is advertised on behalf of a Client, all prior agreed costs as set out in the assignment proposal, associated with the placement and production of the advertisement, will be at the cost of the Client and the will be booked and invoiced to the Client direct. 2.5 Interviewing Expenses All reasonable and prior agreed costs incurred by the Candidate attending an interview will be payable by the Client. The Business will issue the Client an invoice of costs to be paid by the Client within 14 days of invoice. 3. Fee Payment Schedule 3.1 Contingency Assignments The fee is as per the fee structure in Clause 2 and is payable within 14 days of the candidates’ commencement of employment. 3.2 Search Assignments The fee is calculated as per the fee structure in Clause 2 with a 5% uplift and is payable in three (3) installments as follows (may vary):

(a) Commencement fee equating to 33% of the appropriate fee scale applicable to the proposed total remuneration package, payable on commencement of the assignment. The commencement fee is non-refundable. (b) A fee equal to 33% is payable within 14 days of the short listed candidate interview regardless of whether an interviewee is offered the position. (c) A fee equating to the balance due by applying the appropriate fee scale to the actual total remuneration package less instalments paid to date. The fee is payable within 14 days of the candidates commencement of employment. 3.3 Contract Assignments The fee is as per the fee structure in Clause 2 and is payable within 14 days of the candidates commencement of employment. Payment schedules for rolling contracts are to be negotiated prior to commencement of employment. 3.4 Contract to Permanent The fee is as per the fee structure in Clause 2 and is payable within 14 days of the candidates commencement of permanent employment. 4. Payments 4.1 The Client will pay all fees and charges in accordance with the terms of payment shown on the Business's invoice. Where fees are paid outside the Business's terms, the Client will forfeit any claim under Clause 7 of these Terms and Conditions. 4.2 In the event of non-payment, the Business reserves the right to charge interest at a flat rate of 2% per month on unpaid invoices from the due date to the receipt of payment. 4.3 A Debt Recovery Fee of 10% of the invoice value will be payable by the Client should the Business be forced to take legal action to recover the debt. The Business will also be entitled to claim Court Costs and any associated legal fees and charges. 4.4 Any legal matter arising out of non-payment of any invoice will be dealt with in accordance with NSW Law and the parties submit to the jurisdiction of NSW Courts. 4.5 All fees and charges will be invoiced in Australian dollars and are to be paid in Australian dollars. 4.6 Any fees or charges payable under these terms and conditions are expressed to be exclusive of Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999. 5. Alterations 5.1 Any alternations to our standard terms and conditions shall only apply where it has been authorised and confirmed in writing by the Business 5.2 In the instance that a reduced fee has been agreed, then payment of the invoiced amount must be made within the time period specified in Clause 3.1. If this hasn’t happened, then the Fee specified in Clause 2.2 will become immediately due and payable by the Client. 6.Subsequent Employment and Duplication 6.1 Subsequent Employment In the event that a Candidate introduced by the Business is rejected by the Client or the Candidate rejects an offer of employment by the Client and is subsequently employed by the Client within twelve (12) months of the date that a resume was originally presented, the Client will pay a fee to the Business in accordance with its normal scale of fees applicable at the time of the initial assignment. Such placement will not attract a guarantee period. 6.2 In the event that the Client introduces a Candidate, originally introduced to the Client by the Business, to a third party, resulting in the engagement of the Candidate within twelve (12) months of the original interview date by that third party, then the Client is liable to pay a fee to the Business in accordance with its normal scale of fees current at the date of engagement. Such placement will not attract a guarantee period. 6.3 Staff of the Business In the event that any employee of the Business whether directly engaged with the Client or not, terminates their employment with the Business or is terminated by the Business and subsequently (within a twelve-month period after termination) is employed by the Client, the Client will pay a fee to the Business in accordance with its normal scale of fees.

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6.4 Duplication In the event that a Candidate is also presented to the Client via an alternative source, written evidence of an earlier presentation will be required in order to negate these terms in reference to that Candidate. 6.5 Direct Applications In the event that a Candidate is found to have applied directly to the Client prior to being presented by the Business, but that no interview has taken place within 4 weeks of the Client receiving the Candidates resume, it will be deemed fair for the Business to represent the Candidate to the Client and that these terms and conditions will apply. 6.6 Additional employment Should the Client employ more than one Candidate presented by the Business, either for the same job as advertised or any other job within the organisation, then a fee will apply as per the fee schedule as defined in Clause 2 7. Guarantee 7.1 In the event that either the Candidate or the Client terminates the engagement within three (3) months of the date upon which the Candidate commences employment with the Client, and provided that: (a) The Client or any subsidiary or any business whatsoever associated with the Client does not engage the Candidate within twelve (12) months of the date of termination; (b) The Client within seven (7) days notifies the Business, in writing of the termination of engagement of the candidate; (c) The termination is not due to redundancy or other business rationalization including takeover, change in job description, end of requirement for the position or closure of business; and; (d) All fees due to the Business have been paid by the Client in accordance with these Terms and Conditions; Then, the Business will endeavour to find a replacement employee at no additional cost on the same terms and conditions as the original position. (e) With replacement and credit note roles the Client agrees that the sourcing of candidates is exclusive to AustCorp for a period of 6 weeks from project commencement. Should the client know of candidates it wishes to interview they are to be absorbed into the sourcing process of the Business. (f) During the exclusivity process, should the client hire a candidate not introduced by the business then this is the Clients decision and the replacement / credit note will be deemed to have been “taken up”. If, after the exclusivity period, the business is unsuccessful in filling the replacement role then the Client can issue a stop work order and a credit note of corresponding value will be issued to the Client. 7.2 Should the replacement assignment be cancelled or terminated by the Client after one or more candidates have been referred, The Business will deem the replacement recruitment assignment credit to have been "taken up". 7.3 Should a replacement candidate be engaged the guarantee period for that person will be calculated as the difference between the number of days that the initial candidate was in employment and the original 3 (three) months provided as a guarantee. 7.4 Should the replacement candidate's salary package be of greater value that that of the original candidate, the difference in the service fee will be payable to the Business under the original payment terms. 7.5 Should you decide to employ the replacement candidate on a temporary to permanent arrangement, the Business will deem the replacement recruitment assignment credit to have been "taken up", irrespective of whether the candidate is offered a permanent position or not. 8. Reference Checking and Suitability The Business will endeavour to ensure that Candidates introduced to the Client are, appropriate given the assignment brief provided by the Client. However, the Business will not be liable for any untrue statements or misrepresentations made by the Candidate or for the accuracy or completeness of information provided by a Candidate or a third party. The Client is responsible for satisfying itself as to the suitability of the Candidate for the position offered prior to engaging the Candidate. The Client shall be responsible for obtaining or verifying the existence of all necessary work and other permits, and satisfy any medical requirements or qualifications that may be required by any State or Commonwealth legislation relating to employees and you base any decision to employ any candidate we may refer to you on your own enquiries and judgement. 9. Liability and Indemnity 9.1 The Business will not be liable to the Client for any loss, damage or expense suffered by the Client resulting from the acts or omissions of a Candidate or from any delay or failure by the Business to refer a Candidate to the Client. 9.2 The Client indemnifies the Business against any loss, damage or expenses suffered by the Business arising from the referral of or any acts or omissions of, any Candidate.

9.3 Once a Candidate introduced by the Business has signed an employment contract with the Client they will then be deemed a direct employee of the client and will be bound by the terms of the client employment contract. 10. Confidentiality All information in respect of a Candidate is confidential information provided to the Client for the sole purpose of enabling the Client to determine the suitability of a Candidate for employment. The Client will keep such information confidential and will not use it for any other purpose other than the purpose for which it was sent in accordance with the Privacy Act 2001. 11. GST 11.1 In these Terms, GST means any goods and services or value added tax or any tax or charge of a like nature levied or imposed in relation to a supply (or deemed supply) of any goods, property, service or any other thing. 11.2 GST Amount is the amount calculated by multiplying the consideration provided (or deemed to be provided) for the relevant supply by the rate at which that GST is levied or imposed. 11.3 If GST is levied or imposed on or in respect of any supply made under or in connection with these Terms, then the recipient of this supply must, in addition to the consideration provided (or deemed to be provided) for that supply, pay the GST Amount to the relevant person at the same time at which the consideration for the supply is payable. 12. General 12.1 The above terms and conditions can only be altered with prior written consent from a Director of the Business. Any variation may be made to these Terms by such a Director and such variation is binding upon you once you receive notice of such variation. 12.2 The Business does not purport to exclude, restrict or modify any non-excludable right you may have under the Trade Practices Act or any state law. 12.3 Any provision or the application of any provision of these Terms which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition. 12.4 Any provision of or application of any provision of these Terms which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction. The laws of the States of Australia govern this agreement and the courts shall have exclusive jurisdiction.