Terms of Business

Our company ABN number is 84500469955, registered in Australia. The term ‘you’ refers to the user or viewer of our website.

1.                These Terms and Conditions of Business, between Incognito Search and the Client, are effective upon execution or upon the Client interviewing or engaging a candidate introduced by Incognito Search, within a period of twelve months from the date of Referral.

 2.                “Referral” means the provision of a candidate’s resume, report or name and/or any form of contract brought about by Incognito (either directly or indirectly or through any third party) between any candidate and any Client. This applies whether or not the Client knows of the candidate previously.

3.                “Total Annual Remuneration Package” means the total annual compensation to be paid to the candidate and includes salary, superannuation, motor vehicle (fully maintained or allowance), allowances, benefits, commissions, bonuses (including sign on or guaranteed) and any other means of financial compensation.

4.                Incognito Search will endeavor to provide accurate details on candidates in terms of their qualifications and experience. Incognito will carry out at least one personal reference check on each candidate referred to the Client unless otherwise agreed with the Client in writing. It is the Client’s responsibility to satisfy any medical checks, background checks, criminal checks and work permits, verify qualifications and conduct interviews as the Client may see fit. Incognito Search will not be liable for any untrue statements or misrepresentations made by any candidate or for the accuracy, currency or completeness of information provided by a candidate. The Client will base any decision to employ a candidate wholly on its own inquiries and judgment.

5.                While Incognito Search will endeavor to identify candidates who are suitable for a Client’s needs, Incognito Search does not accept liability on behalf of itself or its servants or agents for any loss or damage, or other costs irrespective of how they are caused, which a Client may suffer or for which a Client may become liable arising out of or in connection with the introduction of a candidate to the Client.

 6.                Should any directive or requirement given or advised to Incognito Search by the Client, concerning the suitability or unsuitability of a candidate for a position, be found to be unlawful discrimination towards the candidate under any current anti-discrimination legislation, the Client will indemnify Incognito Search for any compensation payable and/or costs incurred by Incognito Search in satisfying and/or responding to any such claim and costs.

 7.                Notwithstanding anything in this agreement and to the maximum extent permitted by law, the maximum liability of Incognito Search to the Client under this agreement shall be limited to the cost of re-supplying the services pursuant to these Terms and Conditions.

 8.                If the Client recruits more than one candidate from a shortlist that has been introduced to that Client by Incognito Search, then for each additional candidate hired, the Client agrees to pay a fee to Incognito Search as determined by the Fee Structure unless that fee falls below the Minimum Fee in which case the Minimum Fee shall apply.

 9.                Should the Client approach any candidates referred by Incognito Search and hire them, on a permanent or contract basis within twelve months of Incognito Search’ Referral, then the Client will be liable for the appropriate fees as set out in these Terms and Conditions.

 10.            The Referral of a candidate to a Client is confidential. If a Client passes on details of a candidate who is introduced to the Client by us then the Client (a) shall be liable for breach of confidentiality, and (b) if a third party or company hires that candidate then the Client will be liable for a fee to Incognito Search just as if the Client had itself hired that candidate.

 11.            The Client shall not solicit Incognito Search employees. In the event that a Client solicits an Incognito Search employee for a position with the Client or an associate to the Client, the Client (a) shall be liable for a breach of this clause 11, and (b) will be liable for a fee to Incognito Search just as if the Client had hired a candidate referred by Incognito Search.

 12.            Incognito Search undertakes standard advertising through certain online portals which is not on-charged to the Client. Any additional advertising will be agreed specifically with the Client prior to placement and will be on-charged to the Client at cost.

13.            Out of pocket expenses agreed upon during the recruitment process such as travel, accommodation, video conferencing or substantial overseas phone calls etc will be on-charged to the Client at cost.

14.            Unless agreed otherwise by Incognito Search and the Client in writing, Incognito Search guarantees all candidates for the Guarantee Period.

15.            If the Client is not satisfied with a candidate and Incognito Search is notified in writing within the Guarantee Period, Incognito Search will use reasonable endeavors to find a suitable candidate replacement.

16.            The above guarantee is contingent on:

a.         the Client has not given notice to Incognito Search stating that it no longer desires to have the role filled by Incognito Search;

b.         all fees having been paid in full by their due date;

c.         the departure of the candidate is not brought about by the Client’s misconduct, sexual harassment, discrimination, redundancy, insolvency, company takeover or other restructuring, or a significant change to a role or role’s responsibilities; and

d.         Incognito Search is given the exclusive opportunity to replace the candidate for a period of four weeks from the employment termination date of the relevant candidate.

 17.            Should the Total Annual Remuneration Package of the replacement candidate be at least 10% above the Total Annual Remuneration Package of the initial candidate, an adjustment will be made and an increased fee will be payable to Incognito Search based on the Fee Structure.

18.            Incognito Search shall invoice the Client for all advertising and expenses immediately after these costs have been incurred.

19.            Unless the parties agree in writing otherwise, all Incognito Search invoices are payable within the Payment Period. Incognito Search will invoice the Client on the Invoice Date.

20.            Upon Incognito Search providing notice to the Client that the Payment Period has expired and that it wishes for interest to accrue, interest will begin to accrue daily at the Interest Rate on all invoices not paid by the due date.

21.            GST is calculated in addition to the total fee payable and shown as a separate item on invoices. Appropriate tax invoices will be supplied.

22.            Incognito Search and the Client each warrant that they will comply with any applicable and then current Australian privacy legislation, including, but not limited to, the Privacy Act 1988 (Cth) as amended from time to time.

23.            The Client agrees to pay Incognito Search a fee based on the Total Annual Remuneration Package offered to and accepted by the candidate subject to items 5 and 6 of the Schedule (the “Fee”).

24.            Unless agreed otherwise by the parties in writing, the Fee shall be determined by the Fee Structure unless the Fee falls below the Minimum Fee in which case the Minimum Fee shall apply.

Retained Assignment

25.            Where Incognito Search is engaged by the Client on an exclusive engagement with respect to a position which the Client requires to be filled, Incognito Search shall be engaged on a retained assignment (“Retained Assignment”).

26.            The Retained Assignment shall be for a term of 6 months unless agreed otherwise by the parties in writing.

27.            The Fee for a Retained Assignment is payable in the following manner:

a.         One-third of the Fee shall be payable upon the Client’s acceptance of the Retained Assignment (the “Retainer”).

b.         One-third of the Fee shall be payable upon the Client’s acceptance of the shortlist (the “Shortlist Fee”).

c.         One-third of the Fee shall be payable upon the candidate’s acceptance of the position.

28.            The Client agrees to pay both the Retainer and the Shortlist Fee where any of the following occur:

a.         the Client cancels the Retained Assignment later than 21 days after approval of the Retained Assignment; and

b.         a candidate from within the Client’s organisation or from another external source is appointed into the position which is the subject of the Retained Assignment.

Terms and Conditions of Business

Contingent Assignment

29.            Where Incognito Search is engaged by the Client on a non-exclusive engagement with respect to a position which the Client requires to be filled, Incognito Search shall be engaged on a contingent assignment (“Contingent Assignment”).

30.            The Contingent Assignment shall be for a term of 12 months unless agreed otherwise by the parties in writing.

31.            Under a Contingent Assignment, the entire Fee is payable upon the candidate’s written acceptance of the position.

Executive Contracting

32.            Where Incognito Search is engaged by the Client to provide an independent contractor for a short-term or project-based assignment, Incognito Search shall be engaged on an executive contracting basis (“Executive Contracting”).

33.            Under Executive Contracting, the Fee shall be payable in weekly instalments.

34.            If a contractor engaged via Executive Contracting with the Client is subsequently employed on a permanent basis with the Client, then the Client shall pay Incognito Search a fee as though that contractor was employed through a Contingent Assignment unless otherwise agreed by Incognito Search and the Client.