Terms of business

Halcyon Knights Pty Ltd (ABN 28 164 438 439) provides retained executive search services for one-off senior hires. This is an exclusive, dedicated engagement with a named consulting team. These terms and conditions govern the search assignment.

1. DEFINITIONS

Candidate: Any individual introduced by Halcyon Knights in connection with the search, whether by CV, profile, or interview notes.

Commencement Date: When you sign and return these terms or pay the Engagement Retainer, whichever is earlier.

Completion: When a candidate accepts an unconditional offer and/or commences employment.

Engagement Retainer: The first payment tranche due on commencement.

Guarantee Period: 90 calendar days from the candidate's first day of employment.

Package/Total Remuneration Package (TRP): Annualised base salary, guaranteed bonus, car allowance, and fixed cash benefits, excluding equity or long-term incentives unless agreed in writing.

Shortlist: The agreed number of assessed, referenced, and interview-ready candidates formally presented to you.

2. FORMATION & ENGAGEMENT

2.1 We will provide you with details of suitable candidates and arrange meetings. This is a retained search for a one-off hire — not an ongoing agreement. Each search is a discrete engagement governed by the signed terms.

2.2 The contract is formed when you sign and return these terms or pay the Engagement Retainer, whichever is earlier. Passing candidate information to you or your written request to commence the search constitutes acceptance.

2.3 No variation or amendment is valid unless confirmed in writing (email is acceptable) by us.

3. EXCLUSIVITY

3.1 You appoint us on an exclusive basis for the duration of this engagement. You agree not to instruct any other recruitment agency, search firm, or internal sourcing function to fill the role without our prior written consent.

3.2 If during the exclusivity period you engage or progress a candidate for the role through any other means, we reserve the right to invoice you 50% of the applicable search fee (as determined reasonably by us) plus any expenses incurred. You acknowledge this represents a genuine pre-estimate of our loss, including time, expertise, and resources dedicated based on your promise of exclusivity.

3.3 We will dedicate named consultants and a structured research process. The fee is payable in tranches regardless of whether the assignment results in a hire, except as provided in Clause 7.

3.4 You agree to provide full and accurate role information within 5 business days of commencement, make stakeholders available for briefings and interviews, provide written or verbal feedback on candidates within 5 business days of interview or CV submission, and notify us immediately of any approaches to or from candidates we've introduced.

3.5 You must promptly notify us if any candidate is known to you prior to introduction. We'll determine in good faith whether the candidate was independently sourced or introduced by us.

4. CANDIDATE SUITABILITY

We make every reasonable effort to ensure candidate suitability. However, we do not accept liability for any loss, expense, damage, cost, claim, or delay arising from any candidate. The final decision rests with you. You are responsible for verifying credentials and conducting pre-employment checks (including right to work, criminal record checks where permitted, and regulatory clearances).

5. SEARCH PROCESS & DELIVERABLES

5.1 We conduct the search using a structured executive search methodology including market mapping, direct approach, competency-based assessment, and reference verification.

5.2 We commit to delivering a shortlist of qualified candidates within 8 weeks of commencement, subject to you fulfilling your obligations. If we cannot deliver within this period due to market conditions, we'll provide a written progress report and revised timeline.

5.3 We provide written progress reports at no greater than 2-week intervals, covering market intelligence, outreach activity, pipeline status, and obstacles to delivery.

5.4 All candidates we introduce in connection with the search remain our candidates for 24 months from the date of introduction. Any engagement or employment by you during this period, directly or through a third party, attracts the full search fee calculated on the actual package offered.

6. FEES & EXPENSES

6.1 The search fee is calculated as a percentage of the candidate's Total Remuneration Package (TRP) or as a fixed agreed fee, whichever is greater.

6.2 Fees are payable in three tranches: Engagement Retainer (one-third) upon signing, Interview Stage (one-third) upon commencement of interviews with shortlisted candidates, and Completion (one-third) upon the candidate confirming a start date. Tranches may be varied if commercially agreed in writing before commencement. The Engagement Retainer is non-refundable except as provided in Clause 8. All amounts exclude GST.

6.3 If you cancel the role or withdraw after Tranche 1 or 2 has been invoiced, we reserve the right to invoice Tranche 3 as a non-completion fee. You acknowledge this represents a genuine pre-estimate of our loss given time, expertise, and resources dedicated.

6.4 If the actual TRP is higher than estimated, the Completion tranche increases so total fees equal the agreed percentage of actual TRP. If lower, a credit note is issued against future instructions.

6.5 Each tranche is invoiced upon its trigger event. Payment is due within 14 days. Any variation must be agreed in writing before invoicing.

6.6 Overdue amounts incur interest at the Penalty Interest Rates Act 1983 (Vic) rate plus 4% per annum, calculated daily. We reserve the right to recover legal costs and expenses due to late payment and may suspend the search if any invoice remains unpaid beyond 14 days of the due date.

6.7 Reasonable, pre-approved expenses (candidate travel, psychometric tools, advertising) are invoiced at cost plus GST. Expenses exceeding $500 require prior written approval.

6.8 All fees and charges exclude GST, payable at the current statutory rate. GST is not payable unless you receive a valid Tax Invoice.

7. REFERENCES

Candidate references are conducted as part of our normal service, typically before the candidate accepts an offer. We do not accept responsibility for any misstatement, error, or misrepresentation made by a former employer or referee.

8. GUARANTEE PROVISION

8.1 If the appointed candidate leaves your employment (for any reason other than those in Clause 8.2) within 3 months of completion, we will conduct one replacement search at no additional fee, subject to conditions in this clause.

8.2 The guarantee requires: (a) all invoiced tranches paid in full and on time; (b) you notifying us in writing within 10 business days of the candidate's departure; (c) you not materially altering the role, location, or reporting structure after the candidate's appointment without our prior knowledge; and (d) departure not being due to redundancy, retrenchment, restructuring, change of reporting line or duties, bullying, misrepresentation by you, or circumstances within your control.

8.3 We will not provide a cash refund in whole or part. If we cannot present a qualifying shortlist within 12 weeks of the replacement search commencing, a credit note for Tranche 3 only is issued, valid for 12 months from the original commencement date.

8.4 The guarantee does not apply to a replacement candidate or credit placement.

9. TERMINATION & CANCELLATION

9.1 You may terminate the search at any time by giving 30 days' written notice. All tranches invoiced remain payable. If no shortlist has been delivered, the Engagement Retainer is non-refundable. If a shortlist was delivered but no appointment made, Tranches 1 and 2 are non-refundable. No further fees are due for work not performed, except for Candidate Ownership (Clause 5.4).

9.2 We may terminate on 14 days' written notice if you are in material breach (including non-payment) and fail to remedy within 7 days of notification. All accrued fees remain payable.

9.3 If during the search you fill the role internally, through another recruiter, or through a direct approach to a candidate not introduced by us, you pay us a termination fee equal to outstanding tranches not yet invoiced, as compensation for lost revenue.

9.4 If the role is suspended or on hold for more than 60 calendar days, we may treat the search as terminated under Clause 9.1 and invoice accordingly, or agree revised timelines in writing.

10. NON-SOLICITATION

10.1 You must not approach, solicit, or employ any of our employees or contractors during the engagement or for 12 months after we cease providing services.

10.2 If you breach this clause, the employee or contractor is deemed a candidate and Clause 6 applies. A fee of 25% of that person's annual salary becomes payable.

10.3 We will not directly solicit your employees (other than formally introduced candidates) for 12 months following conclusion of the search.

10.4 These rights are not our only remedy for a breach; we may pursue any other available remedy or damages.

11. CONFIDENTIALITY & DATA PROTECTION

11.1 Each party agrees to keep non-public information received from the other confidential and not disclose it without prior written consent, except as required by law.

11.2 We process candidate personal data in accordance with the Privacy Act 1988 (Cth) and Australian Privacy Principles. We are the data controller for candidate data. You agree to handle any candidate data you receive in accordance with applicable law, solely for assessing suitability.

11.3 We treat all information you provide about strategy, compensation, or personnel as strictly confidential, disclosing to candidates only on a need-to-know basis in anonymised form until mutual interest is established.

12. LIABILITY & WARRANTIES

12.1 We warrant that we will conduct the search with reasonable skill, care, and diligence. We do not warrant that the search will result in a hire, that any candidate will be suitable, or that any candidate's references or representations will be accurate.

12.2 Our aggregate liability to you shall not exceed the total search fee actually paid by you in the 12 months preceding the claim.

12.3 Neither party is liable for any indirect, consequential, special, or punitive loss, including loss of profit, loss of business, or loss of opportunity.

13. GOVERNING LAW & GENERAL

13.2 These terms, together with all schedules, constitute the entire agreement and supersede all prior representations or agreements. No variation is effective unless agreed in writing and signed (or confirmed by email) by both parties.

13.3 This contract may be executed in any number of counterparts; all counterparts together constitute one instrument.

13.4 Failure to exercise or enforce any right does not constitute a waiver.

13.5 If any provision is found invalid or unenforceable, it will be deemed modified to the minimum extent necessary, and remaining provisions continue in full force.

13.6 Neither party may assign rights or obligations without prior written consent, except we may assign to group companies or successors.

13.7 Neither party is in breach for failures arising from circumstances beyond reasonable control. If such circumstances persist for more than 60 days, either party may terminate on written notice without further liability (except for accrued fees).

13.8 All notices must be in writing, sent by email or recorded delivery. Email is acceptable for all communications.

PART A: PERMANENT PLACEMENT TERMS

1. DEFINITIONS

2. OUR SERVICES

We provide suitable candidate(s) for prospective positions and arrange meetings between you and the candidate(s). The decision to engage any candidate remains entirely yours.

3. FEES

3.1 An invoice is issued upon the candidate accepting an offer and confirming their commencement date with you. The fee is calculated as a percentage of TEC according to the rate agreed with us.

3.2 TEC includes Base Salary, all Benefits (including company vehicle valued at $18,000 p.a.), superannuation, and any other guaranteed remuneration for the first 12 months. GST is additional and payable at the current statutory rate.

3.3 The fee is payable where a candidate we introduce is employed or engaged by you or any third party within 12 months of CV submission, including indirect engagements via third-party arrangements.

4. GUARANTEE PROVISION

4.1 If a candidate leaves your employment within 12 weeks of commencement for any reason other than redundancy, retrenchment, change of reporting line or role duties, bullying, or circumstances within your control, we will endeavour to replace that candidate at no additional charge, provided you engage us exclusively for the replacement.

4.2 If a replacement candidate's TEC is higher than the original candidate's, you pay the difference in fees. We do not provide refunds. If no suitable replacement is found within 3 months, a credit note for two-thirds of the fee value will be issued, valid for 12 months.

4.3 This guarantee applies only where the fee has been paid in full and on time.

5. PAYMENT TERMS

Invoices are due within 14 days of issue. Payment terms can be varied only by written agreement before the invoice is issued. Overdue accounts incur interest at the rate set under the Penalty Interest Rates Act 1983 (Vic) plus 4% per annum, calculated daily. We reserve the right to recover legal costs and expenses incurred due to late payment.

6. REFERENCES

We conduct candidate references as part of our service, typically before the candidate accepts an offer. We do not accept responsibility for any misstatement, error or misrepresentation made by a former employer or referee.

7. NON-SOLICITATION

You must not approach, solicit, or directly engage any of our employees or contractors at any time while we are providing services or for 12 months after we cease to do so. If you breach this clause, the employee or contractor is deemed a candidate and the placement fee applies.

8. DATA PRIVACY

We comply with the Privacy Act 1988 (Cth) and all applicable privacy and data protection laws. We use personal information only to perform our obligations under this agreement and restrict access to those who need it. You may not make any public statement about this agreement without our prior written consent.

9. CONFIDENTIALITY

Each party undertakes to keep the other's confidential information secret and protected. Confidential information may only be used for performing obligations under this agreement or shared with representatives, legal advisers, and consultants who require it, or as required by law.

10. MODERN SLAVERY

You represent and warrant that you comply with the Modern Slavery Act 2018 (Cth) and take reasonable steps to ensure no modern slavery exists in your supply chains or business. You must notify us immediately of any suspected modern slavery.

PART B: ON-HIRE WORKER SERVICES TERMS

11. ACCEPTANCE & TERMINATION

You accept this agreement by signing it, confirming acceptance, requesting workers, receiving workers, authorising timesheets, or paying invoices. Either party may terminate by providing 10 working days' written notice. Termination does not affect your liability for outstanding fees.

12. ENGAGEMENT & FEES

12.1 You notify us of your requirements with clear instructions. The minimum engagement period is 4 hours; shorter engagements are charged at 4 hours.

12.2 You pay a daily or hourly rate (inclusive of the worker's wage and our margin) plus GST. Charges are calculated from timesheets signed by both the worker and you.

12.3 We may vary our charge-out rate with 2 weeks' notice if there is an increase in statutory wage rates or work-related costs.

12.4 If you or a related entity directly engage a worker within 12 months of CV submission or their last day with us, a placement fee (per the permanent placement schedule) becomes due within 14 days.

13. INVOICING & PAYMENT

We invoice for on-hire services every 7 days. All invoices are payable within 14 days. We reserve the right to charge 8% interest daily for late payment and may terminate this agreement immediately for breach of payment terms.

14. YOUR RESPONSIBILITIES

You must provide accurate information about assignments, not on-hire or resupply our workers, not directly engage them without written agreement or payment of placement fees, immediately notify us of direct engagements, provide proper induction and training, ensure workers are trained and competent, report unusual risks and safety changes, comply with WHS legislation, maintain appropriate insurance (public liability, workers' compensation, motor vehicle), and immediately report any incidents or insurance events.

15. FAMILY DOMESTIC VIOLENCE LEAVE

Family and Domestic Violence Leave (FDVL) under the Fair Work Act 2009 is payable for all on-hired workers. FDVL is not accrued in our charge rates and will be charged to you if taken. You are liable for all FDVL costs and entitlements for workers under this agreement.

16. OUR RESPONSIBILITIES

We are responsible for paying workers, deducting taxes (income tax, fringe benefits tax, payroll tax), workers' compensation (unless law places this on you), and superannuation as required by law. We comply with all relevant industrial instruments, laws and contracts.

17. EXCLUSIONS & INDEMNITY

We make no guarantee that workers will achieve specific performance or outcomes. Because workers operate under your control and direction, we are not liable for damage, loss, injury or claims arising from their acts or omissions, including negligence. We are not liable for claims arising from worker misconduct or failure to perform with due care.

18. TERMINATION OF ASSIGNMENTS

Either party may terminate an assignment by providing 2 weeks' written notice.

19. INTELLECTUAL PROPERTY

Unless otherwise provided, this agreement does not transfer ownership or grant rights in any intellectual property. Any intellectual property created during performance of this agreement is assigned to you. We will obtain necessary moral rights waivers.

GENERAL PROVISIONS

20. SUITABILITY OF CANDIDATES

We make every reasonable effort to ensure candidate suitability. However, we do not accept liability for any loss, expense, damage, cost, claim or delay arising from any candidate. The final decision rests with you. It is your responsibility to satisfy yourself that any candidate meets your medical and other requirements.

21. AGREEMENT FORMATION

It is not necessary to sign this agreement for it to be binding. Passing candidate information to you or your written request for us to commence services constitutes acceptance. No variation or amendment is valid unless confirmed in writing by us.

22. GST

Consideration payable under this agreement excludes GST unless otherwise stated. GST must be paid at the current statutory rate. You are not required to pay GST unless you receive a Tax Invoice.

23. GOVERNING LAW

This agreement is governed by the law of Victoria. Each party submits to the non-exclusive jurisdiction of Victorian courts.