Terms and Conditions

1. Proposal and Acceptance

1.1 Our offer to provide you with our Services is outlined in our Proposal. If you would like to engage our Services, you will need to confirm your acceptance of this Agreement.

1.2 By accepting, you acknowledge that you have read, understood and agree to be bound by this Agreement.

1.3 Once you have accepted this Agreement, you agree to be bound by it for this, and any subsequent Proposals you may request from us. We may periodically update this Agreement, and if you accept our updated terms then those terms will apply to all current Proposals from the date of your acceptance.

1.4 You acknowledge and agree that, unless otherwise varied in writing between the Parties, this Agreement will remain operative for a period of 5 years.

1.5 You can accept our Proposal, and this Agreement by:

(a) signing and returning this document, or indicating consent on our online platform (as applies);
(b) contacting us, either by telephone, email, in person, post, text, or otherwise, to confirm that you accept our Proposal;
(c) paying any money requested under our Proposal, or by providing a purchase order; or
(d) by exhibiting conduct, after we have issued our Proposal accompanied by this Agreement, which indicates a willingness to receive the Services, including but not limited to:
(i) Providing any instructions, whether in writing or orally, to us in relation to human resource support and any vacancies or employment opportunities (whether as an employee or as an independent contractor) with you;
(ii) By requesting that we identify any person or persons who may be suitable for the requirements of your commercial operations;
(iii) By requesting resumes, curriculum vitae or any like documents of potential Candidates from us; and/or
(iv) By agreeing to meet with or otherwise contacting any Candidate which we have introduced to you or have otherwise been made known to you by us.

2. The Services (General)

2.1 If a service is not specifically outlined in the Proposal, then it is excluded from the scope of the Proposal. If you request additional services outside the scope of the Proposal, then we may provide you with an additional Proposal, including our fees and costs for those Services. Urgent additional Services may be charged on an hourly basis without submitting a further Proposal.

2.2 We reserve the right to amend our Proposal if the information you have provided changes, is incomplete, inaccurate, or there is a delay which results in our spending additional time carrying out our Services. If we spend additional time as a result of this 2.2, then these will be charged on an hourly basis as detailed in this Agreement.

2.3 Any alteration to our Proposal will be agreed with you prior to our providing those Services.

2.4 If you operate more than one business from the same entity, then our Services will only apply to the business nominated in our Proposal. Please contact us if you would like us to submit a Proposal for any of your other businesses.

2.5 Services offered for a Fixed Term are only able to be utilised by you during that Fixed Term. We do not offer a credit for any Services that you do not use in the Fixed Term.

2.6 Unless specifically outlined in our Proposal, you are responsible for implementing training materials that we provide, with your staff (or any other intended audience).

2.7 We will generally conduct our services remotely, unless otherwise agreed by the Parties.

2.8 Compliance services and advice provided by us is based on the current laws, Modern Awards and similar, at the time work is undertaken. You acknowledge that the laws, Modern Awards and similar are subject to change, and in that event our prior compliance services or advice may no longer be current.

2.9 Where necessary, we will from time to time recommend that you seek advice of other professionals outside our expertise, for example, accountants, insurance brokers, workplace relations lawyers and health and safety professionals.

3. The Services (Recruitment)

3.1 For the purposes of this clause, and remainder of this Agreement, the following words have their corresponding meaning:

Candidate means a person or entity seeking employment or a contract of services.

Engaged and Engagement means an engagement of a Candidate by way of acceptance of employment or a contract for services, whether oral, written or implied and whether on a fulltime, part-time or casual basis.

Recruitment Service has the meaning outlined in subclause 3.2.

3.2 This term applies where the Proposal contains any of the following services, without limitation:

(a) identifying suitable Candidates for Engagement by you;
(b) contacting suitable Candidates and acquiring the consent of those Candidates to provide their resume and contact information to you;
(c) providing you with an introduction to the Candidate or otherwise providing you with relevant information about the Candidate, including but not limited to the Candidate’s name, resume (or like document) and/or contact information; and
(d) any other service that can reasonably be classed as recruitment in nature.

3.3 You agree to provide us all the details and information reasonably required by us in order for us to be informed of your requirements and to obtain suitable Candidates for Engagement by you.

3.4 We agree to take reasonable steps to ensure the suitability of a Candidate for engagement by you, however, you hold the responsibility for assessing the ultimate suitability of a Candidate and ensuring the Candidate satisfies your needs, including but not limited to ensuring the Candidate:

(a) holds the required academic qualifications and professional qualifications, trade certificates and licences, as applicable, in addition to any other document where required by law; and
(b) has the right to work within your business; and
(c) has provided satisfactory references; and
(d) has completed the required aptitude and personality tests, as applicable.

3.5 You agree that, while this Agreement remains operative, in the event that a Candidate approaches you about a role we are recruiting on your behalf, prior to a formal introduction by us, you will refer the Candidate to us for the purposes of us providing the Recruitment Services in accordance with this clause. If such a Candidate is subsequently Engaged by you, the applicable Placement Fee remains payable whether this clause is complied with or not.

3.6 While we will exercise reasonable skill and care in the selection of Candidates, we will accept no liability for any loss, expense, damage or delay arising directly or indirectly from this Agreement or from the performance or omission of the duties by the Candidate.

3.7 As soon as practicable following a Candidate being Engaged by you, you must advise us of the details of the Engagement including, but not limited to, details of the Candidate’s Gross Annual Remuneration or Contract Cost. For the removal of doubt, this clause survives termination of this Agreement.

3.8 You shall indemnify and keep indemnified us against any costs, claims, liabilities incurred directly or indirectly by us arising out of any Engagement and as a result of any breach of this Agreement by you.

3.9 Any person Engaged by you where we have provided the Recruitment Services, is not subject to a guarantee of any kind from us, including in relation to the Candidate’s performance and minimum tenure, unless otherwise is agreed in writing. In the event that a Candidate ceases an Engagement within the first 3 months:

(a) We must be notified within 6 weeks of the Engagement ending; and
(b) we will work with you directly to agree on a way forward; and
(c) where applicable, we will endeavour to source a replacement; and
(d) where it is the first instance of a Candidate ceasing Engagement in the first 3 months for a particular role, your investment in these circumstances will be for time incurred and advertising only (no Placement Fee is payable).

4. Documents & Correspondence

4.1 You agree that the copyright and intellectual property rights related to documentation we send to you is reserved by us. To this end, you agree you will not reproduce or use for any other purpose any of the documentation we send you.

4.2 We do not accept any responsibility for updates or changes to documentation made by you or your employees (or similar) after the date the documentation is made available to you.

4.3 Where we are required to draft communications or documents for your employees, contractors, or other persons on your behalf, we require you to provide complete and accurate personal and contact information. We may provide you with a spreadsheet or other document setting out the details you are to complete and send back to us. If we need to keep following you up for these details, then we reserve the right to charge you for our time spent doing so.

4.4 No software or equipment will be provided to you to enable you to view or access your electronic documents and may be provided to you solely in a ‘read only’ format, unless it was agreed that our engagement would include documents provided in a form which allows editing or modification by you.

4.5 While we take reasonable measures against malware, viruses or other harmful code, to the extent the law permits, no warranty is given that our correspondence, data, documents or similar will be free from these.

5. Fees and Payment

5.1 Unless it is stated that we are offering our Services on a Fixed Fee basis, then our Services will be calculated based on the time spent by our team according to our hourly rates which are available on request. Time will be charged in 10-minute intervals. For monthly invoices issued for time charging Services, the minimum amount we will invoice for is a 60-minute interval, and reserve the right to round up our time if the invoice would otherwise be for less than 60 minutes.

5.2 At the time of your accepting this Agreement, our hourly rates and charges are below. Our rates are subject to periodic review and increases. If you do not agree with the increase in our rates, please contact us to discuss.

Item Rate excluding GST
HR Consulting – Monday-Friday, during business hours $300 / hour
Recruitment Consulting – Monday-Friday, during business hours $250 / hour
HR & Recruitment Consulting – Weekends, public holidays & out of hours $450 / hour
Interview/Meeting Notetaker – Monday-Friday, during business hours $195 / hour
Interview/Meeting Notetaker – Weekends, public holidays & out of hours $300 / hour
Travel (from Acacia Ridge, QLD 4110) $195 / hour
Placement Fee (applicable to Recruitment Services only) As agreed, and/or contained in the Proposal
Deposit As agreed, and/or contained in the Proposal
Expenses (eg. Tolls, parking, airfares, advertising costs, etc) At cost
SAA Member Discount = 10% off all rates and services quoted by Edwards HR, excluding expenses

5.3 Where our Proposal provides an estimate on time and cost associated with the provision of Services, you will be charged for the actual time spent on the Services, which may be more or less than has been estimated. Where Services are expected to incur more time and/or cost than estimated, you shall be consulted prior to additional time being incurred. No additional time shall be incurred without instruction from you, unless urgent, in accordance with clause 2.1.

5.4 Where our Proposal contains a Recruitment Service:

(a) You agree to pay a Placement Fee to us for our services, subject to the following conditions:

(i) a Placement Fee becomes payable when you Engaged a Candidate who was introduced to you by us at any time prior to the Engagement; and
(ii) the Placement Fee becomes payable whether or not the Candidate is Engaged in the position originally considered at the time we introduced the Candidate or in another position; and
(iii) the Placement Fee becomes payable in the circumstances outlined in clause 3.5; and
(iv) the Placement Fee is payable on a ‘per placement’ basis. For example, if you choose to employ 2 candidates from the recruitment process, your investment will include the services fee for time incurred working on the process, plus the applicable Placement Fee x2.

(b) The Placement Fee payable to us by you shall be calculated as follows:

(i) where the Candidate is Engaged by you as an employee, the Placement Fee is an amount calculated by reference to the Candidate’s base annual income inclusive of superannuation, as outlined in the Proposal, plus GST; and
(ii) where the Candidate is Engaged by you as an independent contractor, or is otherwise engaged by you through a contract for services that is not a contract for employment, the Placement Fee is an amount calculated by reference to the Contract Cost attributable to the Candidate, which may be determined on, without limitation, an annual, monthly, weekly, daily, hourly and/or other metric that measures progression on an incremental basis , as the case may be, as outlined in the Proposal, plus GST.

5.5 We may send our invoices by email, and you consent to receiving our invoices by email to your nominated email address.

5.6 The invoice will include a brief narration of the Services performed. If you require a more detailed explanation of our invoice, please contact us.

5.7 The invoices for our HR Services plus GST (where applicable), including associated expenses, are payable within 14 days of the date of issue (Payment Due Date), unless the Parties agree to different payment terms in writing.

5.8 The invoices for our Recruitment Services, plus GST (where applicable), including associated expenses:

(a) in relation to the component containing the Placement Fee, if any, become due and payable by you when an offer is made by you to a Candidate, and they accept, resulting in an Engagement with you (Payment Due Date); and
(b) otherwise, for the remainder of the Recruitment Services, are payable within 7 days of the date of issue (Payment Due Date), unless the Parties agree to different payment terms in writing.

5.9 We accept payment by direct bank deposit, all major credit cards and direct debit. Any specific payment requirements (if any) will be detailed on our Proposal.

5.10 If you pay any invoice by credit card, then a credit card processing fee of 1.75% of the total invoiced amount will apply.

5.11 Where invoices are paid by direct debit, this must be through our nominated direct debit provider. You agree to enter into an agreement, provide any necessary authorisation, and pay any processing fees payable to the nominated direct debit provider.

5.12 Where you choose to pay an invoice by direct deposit; before doing so we require that you contact us directly on the telephone number published on our website, or other number that has been established previously as a contact number. You should confirm that the bank details provided are for our correct and current account, to prevent fraud or misdirection of the money.

5.13 We do not accept cheques in payment of our invoices, and we are not obliged to present any cheques you have presented for payment. Irrespective of you presenting us with a cheque for payment, you remain liable to pay our invoices and any interest accruing by our accepted payment methods.

5.14 If any outstanding amount is not paid by the Payment Due Date, we reserve the right to suspend our Services until the outstanding amount is paid in full.

5.15 If any outstanding amount is not paid by the Payment Due Date, you are liable to pay us interest on that amount. Interest will be calculated on the basis of our current banking institution’s business indicator rate as published from time to time plus 2%. Interest will accrue daily from the Payment Due Date until the outstanding amount is paid in full.

5.16 If you fail to pay any money when it is due and payable, any money you subsequently paid to us will be applied in the following order and manner:

(a) firstly, in or towards payment of such other properly incurred costs, charges and expenses in relation to the enforcement of this Agreement as we think fit to pay;
(b) secondly, in or toward satisfaction of the invoiced amount; and
(c) thirdly, in payment to us of any other amount or amounts payable by you pursuant to this Agreement.
5.17 If invoices remain unpaid for 30 days:

(a) we reserve the right to engage debt collection services for the collection of unpaid and undisputed debt, and the right to commence legal proceedings for any outstanding amounts owing; and
(b) you acknowledge and agree that you are liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out of pocket expense and that we may place a default against you with a credit reporting agency. Further, you indemnify us for the full amount of any and all legal and debt recovery costs.

6. Termination by You

6.1 You may give us notice at any time that you wish to stop using our Services.

6.2 If you give us notice under 6.1:

(a) any accrued rights under this Agreement as at the date of termination will remain enforceable by us; and
(b) our fees for the entirety of any Fixed Term or Fixed Fee arrangement remain due and payable, and any work in progress becomes due and payable (as applies).

6.3 For the removal of doubt, should any of the events stipulated in subclause 5.4 occur subsequent to termination under this clause, being:
(a) the Engagement of a Candidate that has been introduced to you by us any time prior to the Engagement; and
(b) entitlement by us, including the corresponding Obligation by you to pay, with respect to the applicable Placement Fee, as agreed;
accrues upon the occurrence of the Engagement as if this Agreement was operative as at that date.

7. Termination by Us

7.1 We reserve the right to immediately suspend or terminate our Services if you:

(a) do not provide us with adequate instructions;
(b) refuse to act in accordance with our advice;
(c) breach this Agreement, and fail to rectify within 14 days of written notice from us;
(d) instruct us to act unlawfully or unethically;
(e) put at risk the health, safety or wellbeing of a member of our team;
(f) fail to fully cooperate in the conduct of your matter;
(g) are a company and an order or resolution is made in relation to the administration, receivership, liquidation, dissolution, or winding up of the company;
(h) are an individual and lose legal capacity to instruct us, or commit an act of bankruptcy or become insolvent; or
(i) do not accept any increase in fees or our rates advised to you.
7.2 You agree that if we terminate under 7.1:

(a) any accrued rights under this Agreement as at the date of termination will remain enforceable by us; and
(b) our fees for the entirety of any Fixed Term remain due and payable, and any work in progress becomes due and payable (as applies).

7.3 For the removal of doubt, should any of the events stipulated in subclause 5.4 occur subsequent to termination under this clause, being the Engagement by you of a Candidate that has been introduced to you by us any time prior to the Engagement, entitlement by us, including the corresponding Obligation by you to pay, with respect to the applicable Placement Fee, as agreed, accrues upon the occurrence of the Engagement as if this Agreement was operative as at that date.

8. Assignment of Services by Us

8.1 You agree and acknowledge that we may assign our rights and Obligations under this Agreement, subject to your approval of the assignee. We will give you written notice of the assignment and use reasonable endeavours to ensure that the assignee will fulfil our Obligations.

9. Duties and Obligations

9.1 We will:

(a) provide the Services with professional skill and diligence; and
(b) keep you updated of all matters relevant to the Services.

9.2 You agree to:

(a) make reasonable efforts to be available to give us any information or documentation we reasonably require in a timely fashion, to enable us to provide the Services;
(b) make arrangements to be contactable by us;
(c) notify us as soon as possible of any change of address, email address, telephone number, or accounts payable contact person; and
(d) act reasonably to implement our recommendations in relation to the Services.

10. Reliance on Information from You

10.1 You acknowledge and agree that in the course of providing our Services:

(a) we require you to provide us with full and frank disclosure of information about all relevant matters;
(b) our advice given in the course of providing the Services will rely on the completeness and accuracy of the information you have provided; and
(c) we will not be liable for any advice that is provided in reliance on your information, where such information makes any or part of our advice incorrect.

11. Non-Solicitation

11.1 During the term of our Services, this Agreement, and any Restraint Period, you, including your Personnel and any of your Associates, must not directly or indirectly canvass, solicit, approach or accept any approach from any person who is an employee of ours, with a view to offering them employment with you.

11.2 You acknowledge that:

(a) The Restraint Period is, in the circumstances, reasonable and necessary to protect our genuine business interests, such as goodwill, of providing the HR Services and Recruitment Services in, inter alia, heavy industries and the trades industry, in addition to related businesses;
(b) damages are not necessarily an adequate remedy if you breach this restraint clause;
(c) in any event, breaches to this clause will result in a Liquidated Damages of $30,000 plus GST, payable by you to us within 7 days; and
(d) any Liquidated Damages payable by you to us is a genuine pre-estimate of the loss we will sustain, should you breach this restraint clause.
11.3 Each Party agrees that if:

(a) A court of competent jurisdiction finds that any provision of this restraint clause is an unenforceable provision not enforceable at law or in equity; and
(b) The unenforceable provision would be enforceable if one or more of the alternate periods referred to in the definition of Restraint Period were deleted, then the unenforceable provision must be made enforceable by making those deletions.

12. Non-Disclosure and Confidentiality

12.1 Neither us nor you may pass personal or any other details of any Candidate to any Third Party without seeking and being granted written permission from the Candidate prior to passing on the said information.

12.2 In the event of you passing the details of a Candidate on to a Third Party and the Candidate is subsequently engaged by the Third Party, you shall be held liable for the payment of our Placement Fee which would have been payable by that Third Party in the circumstances where that Third Party had agreed to the terms of this Agreement as if they were named as you.

12.3 A Party to this Agreement must not disclose to any Third Party or use any trade secrets, inventions, techniques, know-how, systems, copyright or other information gained as a result of their involvement.

12.4 A Party to this Agreement may only use any trade secrets, inventions, techniques, know-how, systems, copyright or other information provided by another Party for the sole purpose of enabling the Services.

12.5 Each Party must take or cause to be taken all necessary precautions to maintain the secrecy and confidentiality of any trade secrets, inventions, techniques, know-how, systems, copyright or other information provided by each Party.

12.6 This clause 12 survives termination of the Services, including Recruitment Services, between the Parties.

13. Severability

13.1 The Parties agree and acknowledge that if all or part of any provision in this Agreement is illegal or unenforceable then it may be severed and the remaining provisions of this Agreement will continue in full force and effect.

14. Privacy Protection

14.1 Personal information about you is protected under the Privacy Amendment (Private Sector) Act 2000.

14.2 You agree and acknowledge that we may be compelled by law or are otherwise required to disclose some or all of the information referred to in 14.1 and you therefore authorise us to disclose such information when necessary.

15. Electronic Communication

15.1 The Parties agree to send written notices required in this Agreement by electronic communication as defined by the Electronic Transactions Act 1999 (Cth).

15.2 For the avoidance of doubt, the Parties agree and acknowledge that this Agreement may be entered into by and become binding upon one Party signing this Agreement that has been signed by the other Party (or a copy or facsimile of same) and transmitting a copy thereof by email to the other Party.

16. Complaints and Dispute Resolution

16.1 When a dispute arises between us you agree to first comply with our dispute resolution process. To this end a Party with a complaint against the other is first required to notify the other of the dispute by giving written notice specifying the nature of the dispute, the outcome required and the action believed necessary under the circumstances that will assist both in settling the dispute.

16.2 Each Party will then in good faith attempt to resolve the dispute by negotiation within 14 days, and if the dispute in some aspect involves payment of money, the Party withholding payment is required immediately upon receipt of the notice to deposit the disputed amount into a trust account with our solicitors (or other agreed Third Party) with instructions pertaining to the release of funds. Undisputed amounts must be paid forthwith.

16.3 Any unresolved dispute or difference whatsoever arising out of or in connection with this agreement shall be submitted to mediation under the Mediation Rules of the Resolution Institute.

16.4 This clause 16 survives termination of the Services between the Parties.

17. Force Majeure

17.1 If either Party, or both Parties are prevented, hindered or delayed from performing their Obligations under this Agreement by an Event of Force Majeure, then as long as that situation continues, that Party will be excused from performance of its Obligations to the extent it is so prevented, hindered or delayed, and the time for performance of any such Obligations will be extended toward another mutually agreeable date minus any actual costs incurred up to that point that you inform us, but if time is of the essence of this agreement, time will continue to remain of the essence.

17.2 The Party affected by an Event of Force Majeure will immediately give the other Party a notice of its occurrence and its effect or likely effect, and use all reasonable endeavours to minimise the effect of the Event of Force Majeure and to bring it to an end.

18. Notices

A notice or other communication to a Party must be in writing and delivered to that Party or that Party’s practitioner in one of the following ways:
(a) delivered personally; or
(b) posted to their address when it will be treated as having been received on the second business day after posting; or
(c) sent by email to their email address, when it will be treated as received when it enters the recipient’s information system.

19. General

19.1 This Agreement applies to all transactions between us, including invoices we issue to you. Other documents relating to our transactions will include any specific terms and conditions.

19.2 This Agreement is governed by the laws of Queensland and the Parties submit to the non-exclusive jurisdiction of the courts of that State.

19.3 This Agreement may be executed in original, photocopy or electronic form, and in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. Without limiting the foregoing:
(a) if the signatures on behalf of one Party are on different counterparts, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this Agreement;
(b) it is acknowledged and agreed our signature on this document, provided it has not been unilaterally varied by you, is not required for the purposes of conveying our acceptance; and
(c) consistent with clause 1.5, when you return to us an executed copy of this Agreement, it is to be construed as a binding on the Parties.

19.4 Any indemnity or any Obligation of confidence under this Agreement is independent and survives termination of this Agreement. Any other term by its nature intended to survive termination of this Agreement survives termination of this Agreement.

19.5 In the interpretation of this agreement:

(a) references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
(b) words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, words denoting one gender include all genders, and references to documents or agreements also mean those documents or agreements as changed, novated or replaced;
(c) grammatical forms of defined words or phrases have corresponding meanings;
(d) Parties must perform their Obligations on the dates and times fixed by reference to the capital city of Queensland;
(e) reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
(f) if the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
(g) references to a Party are intended to bind their executors, administrators and permitted transferees; and
(h) Obligations under this agreement affecting more than one Party bind them jointly and each of them severally.

19.6 The following definitions shall unless the context otherwise requires apply:

Agreement means this agreement as amended, supplemented or modified in accordance with its terms from time to time, and includes any schedules to this Agreement.

Associate has the same meaning as that defined under the Corporations Act 2001.

Candidate has the meaning as defined in clause 3.

Contract Cost means the cost to you for the Engagement of the Candidate for the period or term of the Engagement contract.

Edwards HR means Edwards Group Enterprises Pty Ltd trading as Edwards HR, ACN 631 772 079 /ABN 48 631 772 079.

Engaged and Engagement has the meaning as defined in clause 3.

Event of Force Majeure means the occurrence of an event or circumstances beyond the reasonable control of the Parties affected by it including (without limitation):

(a) a war (declared or undeclared), insurrection, civil commotion, military action, or an act of sabotage;
(b) a strike, lockout or industrial action, dispute or disturbance of any kind;
(c) an act of a government or an authority;
(d) an act of God;
(e) an epidemic or pandemic of any kind;
(f) a storm, tempest, fire, flood, earthquake or other natural calamity, and Force Majeure shall have a similar meaning.

Fixed Fee means that specified in the Proposal.

Fixed Term means that specified in the Proposal.

HR Services means those stated as included in the Proposal, that are not defined as Recruitment Services under this Agreement.

Liquidated Damages means the amount payable by you to us for breaching clause 11 of this Agreement, calculated in accordance with that clause.

Placement Fee means the fee payable by you to us in relation to Recruitment Services, calculated in accordance with clause 5.2 of this Agreement.

Obligation means any commitment, covenant, duty, Obligation or undertaking whether arising by operation of law, in equity or by statute and whether expressed or implied.

Parties mean you and us collectively.

Proposal means any document or correspondence from us which specifies the scope of work, services or similar, and associated costs.

Recruitment Service has the meaning outlined in subclause 3.2.

Restraint Period from when all our Services are terminated means:
(a) 12 months, unless that period is in the circumstances found to be unreasonable to be enforceable at law or in equity, in which case;
(b) Nine months, unless that period is in the circumstances found to be unreasonable to be enforceable at law or in equity, in which case;
(c) Six months.

Services means those stated as included in the Proposal, consisting of HR Services and/or Recruitment Services, as the case may be.

Third Party means a person or entity who is not us or you.