These are the terms and conditions (Terms and Conditions) which regulate your use of the website www.changeagent.co.nz (the Website). Please read these Terms and Conditions carefully before using the Website. By using the Website you agree to be bound by the Terms and Conditions. If you do not agree to be bound by the Terms and Conditions you are not permitted to use the Website.

1.1. 'Candidate' means a person who you consider might be suitable for an Employment Vacancy.

1.2. 'Candidate Information means information about a Candidate including but not limited to personal details, work experience, skills and qualifications which an Employer may require in order to determine the suitability of the Candidate for an Employment Vacancy, or which is required by law or a professional body in order for the Candidate to perform the work involved in the Employment Vacancy, along with information regarding the willingness of the Candidate to work for the Employer in the role or position advertised.

1.3. 'Employer' means an actual or potential employer or an agent of an employer who has placed details of an Employment Vacancy on our Website.

1.4. ‘Employment Vacancy’ means a role or position advertised by an Employer on our Website.

1.5. 'Engagement' means the employment of a Candidate, whether direct or indirect, by an Employer, arranged via our Website in respect of which an Employer becomes liable to pay a Placement Fee to us.

1.6. ‘Job Information' means all information concerning an Employment Vacancy including, but not limited to:
(a) the identity of the Employer and information about their business;
(b) the nature of the work involved in the Employment Vacancy;
(c) the attributes sought in relation to a Candidate for the Employment Vacancy, including details of the experience, qualifications, legal or professional requirements that the Candidate is required to have;
(d) the time period of employment, remuneration, expenses, and other key aspects of the Proposed employment contract;
(e) the conditions and location in which the work will be conducted and any health & safety issues that may arise in this environment; and
(f) any other information reasonably requested by us, a Referrer or a Candidate.

1.7. 'our Website' means the website www.changeagent.co.nz.

1.8. 'Payment Terms' means the timeframe in which we will pay the Reward to you, being the later of:
(a) 15 working days after receipt by us of payment of the Placement Fee by the Employer, provided that payment of the Placement Fee is not received by us prior to the 20th of the month following the date of invoice to the Employer; or
(b) 4 calendar weeks after commencement of the Engagement by the Candidate.

1.9. 'Placement Fee' means the fee payable by an Employer to us upon an Engagement, calculated according to the placement fee scale. To view the placement fee scale click here.

1.10. 'Referrer' means any party who has accepted these Terms and Conditions, for the purpose of introducing Candidates to Employers.

1.11. 'Remuneration' means the basic annualised starting base salary payable to the Candidate by the Employer, in respect of an Engagement.

1.12. 'Reward' means the proportion of the Placement Fee to be paid to the Referrer in accordance with the payment schedule. To view the payment schedule click here.

1.13. ‘We’, ‘our’, ‘ourselves’ and ‘us’ means Change Agent Limited, a duly incorporated company having its registered office at VGA Chartered Accountants, Unit G12, The Zone, 23 Edwin Street, Mt Eden, Auckland, New Zealand.

1.14. ‘You’, ‘your’ and ‘yours’ means the Referrer and any director, shareholder, employee, subsidiary or agent of the Referrer.

1.15. Words importing the singular numbers include plural and vice versa.

1.16. A reference to a person includes reference to a corporation, firm, trust or unincorporated association.

1.17. A reference to a party to these terms and conditions includes a reference to the party and its successors and permitted assigns.

1.18. Words of one gender include the other genders.

2.1. Once you have completed your registration with us we will provide you with the ability to store Candidate Information on our Website and to forward that information via our Website to an Employer.

2.2. We will not disclose your personal information or personal information of Candidates to Employers, other Referrers or any third party except with your permission. This clause is subject to any legal obligations that we may have, or become subject to (including but not limited to court orders), to disclose information pertaining to you.

2.3. In the event of an Engagement of a Candidate, the relevant Employer becomes liable to pay a Placement Fee to us. Should an Engagement result as a consequence of your referral of a Candidate, a portion of the relevant Placement Fee will be payable to you as the Reward. The Reward will be paid to you in accordance with the Payment Terms but subject to clauses 2.4, 2.5 and 2.6.

2.4. If the Employer refuses to pay or delays in paying a Placement Fee that is due and owing to us, we will take reasonable steps (at our sole discretion) to collect payment of the Placement Fee from the Employer. Costs incurred in collecting the Placement Fee from an Employer will be deducted from the Placement Fee. Your Reward will be calculated on a pro rata basis once the debt collection costs have been deducted from the Placement Fee.

2.5. In the event that we do not receive payment of the Placement Fee, or are required to refund the Placement Fee, you will not receive the Reward. If an Employer only pays part of the Placement Fee to us, you will receive a Reward calculated on a pro rata basis, based on the payment we have received.

2.6. If more than one Referrer refers the same Candidate for the same Engagement, subject to clauses 2.4 and 2.5 the Reward will be payable by us to the first Referrer from which the Employer receives the Candidate Information.

2.7. If you are located outside of New Zealand we will pay the Reward to you at the exchange rate according to ASB Bank Limited on the day on which payment of the Reward is made.

3.1. You will use reasonable endeavours to ensure that any information that you provide to an Employer or a Candidate is accurate and not misleading, and you will not provide any information to any party that you believe is likely to mislead that party.

3.2. Prior to referring a Candidate to an Employer, you will:
(a) Obtain the consent of the Candidate to the collection and disclosure of the Candidate Information for the purpose of referring the Candidate to Employers;
(b) Obtain confirmation from the Candidate of the accuracy of the Candidate Information; and
(c) Obtain from the Employer all of the Job Information and provide this to the Candidate.

3.3. In order for us to ensure that you receive the correct Reward, we will require information regarding the base salary band into which the Candidate's Remuneration falls. You must therefore inform us of any information you receive regarding an Engagement and the Candidate’s Remuneration.

3.4. Where you refer a Candidate to an Employer for an Employment Vacancy that requires the Candidate to work in a position where by law (or pursuant to any professional body) the Candidate would need to have qualifications or authorisation to work in that position, or the Candidate would be required to work with, care for, or attend to any person who is under the age of 18, or who by reason of age, infirmity, or other circumstance is in need of special care and attention, you will, subject to clause 3.5, take the following steps:
(a) obtain copies of any relevant qualification or authorisation that the Candidate may have and offer to provide copies of these to the Employer;
(b) obtain two references from persons who are not relatives of the Candidate and offer to provide copies of these references to the Employer; and
(c) take all other reasonably practicable steps to ensure that the Candidate is not unsuitable for the Engagement.

3.5. After taking all reasonably practicable steps, if you are unable to obtain copies of any relevant qualifications or authorisations that the Candidate has, or are unable to obtain adequate references in relation to the Candidate, you will provide the Employer with the Candidate Information you have and advise the Employer of the steps you have taken to provide further information which you have been unable to obtain.

3.6. Prior to the commencement of an Engagement you must advise the Employer and/or the Candidate if you believe it may be detrimental to the interests of either party to enter into the Engagement.

3.7. If you discover that a Candidate has provided misleading or inaccurate information which has been passed on to an Employer, you must immediately notify us and the Employer of the misleading or inaccurate information.

4.1. You acknowledge and agree that your dealings with Change Agent Limited pursuant to these Terms and Conditions is not an employment relationship. You acknowledge and agree that in using our Website and our services, you are using us as an intermediary to match Candidates and Employers, and that you are not an agent or employee of, or a contractor to, Change Agent Limited.

4.2. You acknowledge and agree that you are wholly responsible for paying any applicable taxes on any amount of Reward you may from time to time receive from us. We do not accept any liability or responsibility for paying, or arranging for any amount of tax or other levies owing on the Reward to be paid.

5.1. You will preserve the confidentiality of any information given to you by a Candidate, and in particular you will:
(a) only transmit the Candidate Information to us or to an Employer with the express prior permission of the Candidate; and
(b) you will not use the Candidate Information for purposes other than considering the suitability of the Candidate for an Employement Vacancy and attempting to secure an Engagement for the Candidate.

5.2. You acknowledge that you have read, understood and agreed to the terms of Change Agent’s Privacy Policy. You acknowledge and agree that the terms of our Privacy Policy are incorporated into and form part of these Terms and Conditions.

5.3. All information and registration data held by us is confidential. Whilst we have implemented appropriate technical and organisational measures to secure data that is transferred to our Website, you understand that we cannot guarantee the security of our systems and you acknowledge that we are not to be held liable for any loss, whether direct or indirect, arising from the interception of data relating to you by a third party.

5.4. Our Website makes use of cookies. Cookies make it easier for us to log you onto our Website and also enable us to monitor website traffic and personalise the content of the site for you. You understand that you may reject the use of cookies although this may mean that certain features of our Website will no longer be available to you.

5.5. You acknowledge that during the provision of our services we may need to transfer personal information to persons outside New Zealand, and you consent to such disclosures. You may withdraw or limit this consent at any time, including now, by notifying us at legal@changeagent.co.nz.

5.6. You consent to our provision of information about any product or services that we may, from time to time, offer and you consent to the provision of such information by the medium of email. You can withdraw this consent at anytime, including now, by notifying us at legal@changeagent.co.nz.

6.1. You confirm that you are over the age of 18 years old and have legal standing to enter into a contractual relationship with us.

6.2. In order to register to use our Website you must choose login details and a password. We will not provide your login details to any party without your express permission. You are responsible for ensuring that your login details and password remain confidential at all times. You will notify us immediately if the security of your password is compromised in order for us to take reasonable steps to ensure that your account with us is not used by any other party without your consent.

6.3. You confirm that you are aware of, and will comply with, all of your legal obligations and you specifically confirm that you will not:
(a) Defame, abuse, harass, threaten or otherwise violate or infringe the rights of any person or entity (including, but not limited to, rights of intellectual property or rights of privacy);
(b) Use our Website (or any part thereof) in a way that may cause our Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of our Website is in any way impaired;
(c) place, cause to be placed, or induce another person to place any link upon another website that connects to our Website without the written permission of a director of Change Agent Limited, save that you may link to the front page of our Website, at the address of our Website without requiring any permission;
(d) remove, distort or otherwise adapt our logo or any aspect of our Website, imply that you, your products, services, or reputation, are in anyway endorsed by us;
(e) suggest that you are in partnership or party to a joint venture with us; or
(f) otherwise misrepresent your relationship with us.

6.4. You are permitted to download materials from our Website for your personal use only, provided that you do not modify, publish, transmit or transfer any of the content of our Website.

6.5. You acknowledge that all the intellectual property rights in our Website and our services including copyright, confidential information and identifying trade names or marks are and will remain the sole property of us.

7.1. You agree that you will not contact, whether directly or via any third party, any Employer regarding an Employment Vacancy that the Employer is advertising on our Website, other than through our Website.

7.2. You shall not directly or indirectly induce any Employer, or any employee of ours to terminate their contract with us.

7.3. In order to ensure that our business model works fairly and in the interests of Referrers, Employers, Candidates and ourselves you will inform us if you become aware of an attempt by any party to make use of our Website whilst circumventing, in whole or part, the Placement Fee.

8.1. You understand that we may, in some circumstances and at our sole discretion, allow third parties to place links upon our Website. You acknowledge that the provision of such links upon our Website does not provide any endorsement by us of such websites, or the information, materials, products or services promoted upon them, nor is the provision of any link upon our Website indicative of any particular business relationship with the party to whose website the link is attached.

9.1. From time to time, we may restrict access to some parts of our Website, or the entire Website.

9.2. We do our best to ensure that our Website operates properly at all times, but we make no warranties as to the availability or accessibility of our Website and we reserve the right to alter any part of our Website at any time and to suspend or withdraw our Website at any time and for any reason. Save as otherwise set out in these Terms & Conditions we shall not be liable for any damage, loss, costs or expenses incurred by you as a result of any lack of availability or accessibility of our Website and any event beyond our reasonable control.

10.1 Without limiting our other remedies, we reserve the right to suspend or cancel your right to use our Website and/or our services at any time and for any reason, including without limitation, where you are in breach of these Terms and Conditions or where we have reasonable grounds to believe that you have breached these Terms and Conditions.

11.1. You hereby indemnify us and agree to keep us indemnified against any and all claims, damages, losses, liabilities and costs arising from and in connection with your use and abuse of our Website and/or our services or your breach of these Terms and Conditions, whether such claims are brought by you, a Candidate or any third party.

11.2. The indemnity given by you in clause 11.1 includes all costs (including legal costs) incurred in the defence of claims arising out of an Engagement or the payment of a Reward where such liability arises due, in part or whole, to a failure by you to honour your legal obligations, including your obligations to pay any tax or other levies to any government or private department.

12.1. Whilst we have prepared the content of our Website in good faith and with reasonable care and skill, we make no representation and give no warranty (express or implied) about any of the content of our Website (including, but not limited to, any representation as to the quality, accuracy, completeness or fitness for any particular purpose of such content). Whilst we shall try to keep the material on our Website up to date, we shall not be liable to you or to any other party for any delays, errors or omissions in doing so.

12.2. We do not vet and are not responsible for the content of the advertisements of Employment Vacancies which are posted on our Website. The details and descriptions of the Employment Vacancies are supplied by the Employers advertising the Employment Vacancies. We are not able to verify the accuracy of the content of the advertisements or other information provided to us by Employers. Any information in the advertisements or any information included on our Website is followed by you at your own risk and we do not warrant the accuracy of the content in any respect. We cannot be held liable for any use or reliance you make of or put on it.

12.3. We are not liable for any act or omission of a Candidate in respect of any services that they provide or fail to provide on an Engagement.

12.4. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon us which can by law (or which can to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on us, our liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

13.1. These terms and conditions constitute the entire agreement between you and us.

13.2. We may alter these terms and conditions at any time at our sole discretion. You will be notified of any changes to these terms and conditions via a notice on our Website. If you continue to use our Website and our services after such notice has been given, you will be deemed to have accepted the changed terms and conditions.

14.1. If any provision or part of a provision of this contract is held invalid, unenforceable or illegal for any reason, this contract and any remainder of the provision shall remain otherwise in full force apart from that part of the provision which shall be deemed deleted.

15.1. The parties agree that this contract shall be governed by and construed in accordance with the laws of New Zealand and subject to the non exclusive jurisdiction of the New Zealand Courts at the court of competent authority closest to our registered office.

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