Terms of Business

Permanent Recruitment Assignments Exclusive Permanent Recruitment Assignments Contingent Permanent Recruitment Contracting Services Engagement Agreement

Permanent Recruitment Assignments

1. ENGAGING EMMBR

Emmbr takes the business of partnering with our clients to recruit both permanent and temporary/contract workers seriously. We understand the impact that we have on both our clients and the candidates that we engage with, along with the employment and commercial laws that govern these engagements. Our Terms of Business detail the rights and obligations of the organisations we partner with.

2. PARTIES

These Terms of Business are agreed between Emmbr ABN 43 138 226 016 and Emmbr (NSW) Pty Ltd ABN 73 164 042 460 ("our"/"we"/"us") and the client ("you"/"your") and specify the terms and conditions upon which we will provide Services to you.

3. ACCEPTANCE OF TERMS

You are deemed to have accepted these Terms of Business in any and all of the following circumstances

i. Receipt and acceptance of a resume, interviewing or employing any candidate represented by us whether directly or through a third party;

ii. Providing instruction to us that specifies your requirements for the recruitment of a specific position within your organisation;

iii. Providing your approval in writing, in the form of a signed Engagement Commencement Authority or any other written form;

iv. Providing written instruction to us to extend an offer of employment to a candidate we have represented to you.

4. DEFINITION OF SERVICES

i. You are engaging us to conduct a recruitment process (the “Services”) on your behalf with the sole purpose of identifying, assessing and engaging an appropriately qualified candidate or candidates who will be engaged by you in a capacity specified by you when engaging our services and confirmed at the time of the engagement of the candidate.

ii. If we provide Services to your Associated Entity (as defined in the CorporationsAct 2001 (Cth)), you will be liable to us at all times as if you received thoseServices directly.

5. OUR (EMMBR'S) OBLIGATIONS

You should reasonably expect we will fulfill the following obligations in the course of delivering the Services to you:

i. We will endeavour to ensure that our Services have been carried out in accordance with the professional standards of the highest professional body of our industry, the Recruitment and Consulting Services Association ("RCSA").

ii. Not with standing this, as our representation of a Candidate is based upon information provided to us by the Candidate, their referees and other third parties, we do not accept liability for the accuracy of any information supplied in relation to candidates including information regarding employment history, qualifications, achievements, personal circumstances or any other matter whatsoever.

iii. We will not solicit or approach any candidate placed by us with you for a period of at least 12 months. This does not preclude us dealing with a candidate working with you who directly approaches us.

6. YOUR (THE CLIENT'S) OBLIGATIONS

We expect that you will fulfill the following obligations in the course of engaging us to deliver the Services and throughout the duration of the execution of the Services:

i. Either provide a position description or an adequate opportunity to develop an assignment briefing in person with you prior to delivery of the Services;

ii. You will make the ultimate selection and employment decision based on a combination of the information we have provided to you and your own efforts to assess the suitability of the candidate's skills, knowledge and experience;

iii. You are responsible for carrying out the necessary reference checking and testing (including confirmation of academic and professional qualifications) although on request we will undertake this task on your behalf.

iv. You agree to comply with the terms of the Privacy Act (Cth) 1988 (and amendments including the Privacy Amendment (Private Sector) Act 2000 (Cth) when receiving, handling and utilising any information provided to you by us or any third party in writing or any other form regarding the candidate and their eligibility and suitability for employment with you; and

v. You must not forward or refer any details of a candidate represented by us to you to any third party without our express written agreement. Where such action by you results in a third party interviewing or engaging the candidate, you will be liable to pay us the Service Fee that would have been payable had you employed the candidate directly as a result of our representation.

vi. You must not directly communicate / engage with any candidates represented by Emmbr without our express permission to do so.

7. SERVICE FEES – ENGAGED ASSIGNMENT

Where you engage Emmbr to conduct an Exclusive and/or Search Assignment – i.e., you engage Emmbr exclusively and/or candidate sourcing relies primarily on actively researching and approaching passive candidate:

i. ServiceFees will be agreed on a case-by-case basis in an Assignment ConfirmationAgreement; and

ii. We have eight weeks from your appointment date to source a candidate for you. If during this exclusivity period you engage a candidate other than through us, were serve the right to treat that as an introduction and invoice you 50% of the applicable Service Fee (as we determine acting reasonably) and our expenses.

These Terms will other wise continue to apply to an Exclusive and/or Search Assignment.

8. SERVICE FEES FOR CONTIGENT / NON-EXCLUSIVE RECRUITMENT ASSIGNMENTS

Where you engage Emmbr to identify candidates for a given requirement the service fee will be calculated using this table (“Service Fee”):

Total SalaryPackage Service Fees %(ex GST)

up to $99,999 18%

$100,000 to $149,999 22%

$150,000 to $199,999 25%

$200,000+ POA

‍

i. All Service Fees are calculated as a percentage (%) of the total annual remuneration package of the successful candidate or candidates engaged by you including base salary, superannuation, company car and any other benefits documented in your offer of engagement to the candidate.

ii. Service Fees will apply regardless of the original source of the candidate. All third party (on an engaged basis) and internal referrals that result in an appointment will incur a fee.

iii. Regardless of whether the candidate is engaged by you on a full-time or part-time basis or for a fixed term of six months or more, our Service Fee will be calculated on the full- time annual remuneration package.

iv. For fixed term assignments of less than 6 months the Service Fee will be discounted by 50%. Should you subsequently engage the candidate beyond the 6 months(by extending the fixed-term engagement, or engaging the candidate directly or indirectly permanently or in another capacity), the 50% balance is charged.

v. Our replacement terms for fixed term assignments only apply if you have paid a fullService Fee.

vi. Service Fees will apply to any candidate

vii. Represented by us and engaged by you or a third party to whom you have referred the candidate within twelve (12) months of last communication regarding the recruitment assignment engagement.

9. CONTRACT ENGAGEMENTS

Refer to our separate Contracting Services Engagement Agreement.

10. AGREED EXPENSES

You are liable to pay for any pre-agreed recoverable expenses associated with the Services, such as advertising, video conferencing, travel and accommodation, which will be billed to you at cost and are due and payable within seven (7) days of the date of invoice.

11. GST

All Service Fees quoted are exclusive of Goods and Services Tax ("GST"). When required by law you will be liable to remit the legislated amount due for the supply of Services to you.

12. PAYMENT

i. In the event that you have engaged us on a contingent /non-exclusive basis the Service Fee is payable within 28 days of the invoice date. Service Fees (refer Clause 8) will be invoiced once the successful candidate has accepted your offer of engagement and confirmed their start date with you.

ii. Where payment terms are breached, unless otherwise agreed in writing, you will be liable for all reasonable expenses (including expenses such as debt collection commission) and legal costs (on a full indemnity basis)incurred by Emmbr for enforcement of obligations and recovery of monies due from you (the client) to Emmbr.

13. REPLACEMENT

In circumstances where either you or the candidate engaged by you terminates their engagement within twelve (12) weeks of the date upon which the candidate commences engagement, subject to the conditions detailed in Clauses 6 and 15 we will, at no additional cost, provideServices to you to replace the candidate. This is a one-time replacement and applies only to the original candidate engaged by you.

If we are unable to replace the candidate within a mutually agreed period but not less than 45 days, you have the right to request that we provide you with a credit note, the value of which will be determined as follows:

The maximum value of any credit note provided in any instance will be two thirds (2/3) of the Fee invoiced by us. Where the candidate’s engagement is terminated within the first 8 weeks of their engagement with you, the credit note’s value will be equal to two thirds (2/3) of the Fee invoiced by us.

Where the candidate’s engagement is terminated after the first eight (8) weeks of their engagement but within twelve (12) weeks of their original engagement date, the credit note’s value will be equal to one third (1/3) of the Fee invoiced by us

A credit note provided by us to you in these circumstances is valid until twelve (12) months after the date that the original candidate’s engagement with you was terminated.

14. REPLACEMENT CONDITIONS

If you require are placement candidate, we will only provide Services at no additional cost to you where the following conditions are met:

i. A full-Service Fee was paid, and was paid within the required time frame as specified in our Payment conditions.

ii. Termination of engagement was not due to redundancy, restructuring, redeployment, a change in the direct line manager or other circumstances that significantly changed the circumstances and/or conditions of the candidate’s engagement with you.

iii. The candidate did not resign due to alleged bullying, discrimination, or other misconduct within your workplace, or because you misled them during the recruitment process, or because you changed or failed to implement the original role specification provided to us.

iv. The candidate’s engagement does not cease (at your election or theirs) because you introduce a mandatory workplace policy that the candidate is unwilling or unable to comply with.

v. We are given the exclusive opportunity to replace the candidate for a mutually agreed period but not less than 45 days.

vi. Your requirements remain the same as originally specified in engaging us to conduct the Services.

15. LIABILITY & INDEMNITY

i. To the extent permitted by law, you indemnify us in respect of all losses, liabilities, costs or claims arising from any information provided to us by a candidate, as well as all acts, omissions or errors of any candidate represented by us and/or engaged by you. A party is not liable for any loss of profit, data, savings, contract, goodwill or production, or economic loss, or for any other special, incidental or punitive damages, or for loss or damage arising from special circumstances that are outside the ordinary course of things.

ii. Unless the law provides something greater, our aggregate liability for any loss, damage, liability, cost, charge or expense (“Liability”) in connection with or arising from the Services and these Terms, including as a result of negligence, misconduct, or any breach of a warranty implied by law including for breach of a consumer guarantee under the Competition and Consumer Act 2010 (Cth) (“CCA”) is limited, at our option to the cost of re-supplying theServices giving rise to the Liability, or to the payment of the cost of re-supplying the Services giving rise to the Liability. Nothing in this clause operates to exclude consumer guarantees under the CCA.

iii. We reserve the right to charge you interest daily at an annualised rate of 10% on any overdue fees or expenses. You indemnify us for all costs and expenses (including legal costs and any other third-party costs) we incur in seeking to recover unpaid amounts.

16. ENTIRE AGREEMENT

Our Services are delivered according to the terms and conditions outlined in this document and the related Contracting Services Engagement Agreement. These documents constitute the entire agreement between the Parties and supersede all previous communications, representations, inducements, undertakings, agreements or arrangements between the Parties and their respective officers, employees or agents.

17. VARIATIONS

Any variations to these Terms of Business must be authorised in writing by a Director of Emmbr prior to the provision of any Service.

Contracting Services Engagement Agreement

1. ENGAGING EMMBR

Emmbr takes the business of partnering with our clients to source skilled contractors seriously (we call these contractors "Nominated Consultant"). We understand the everyday impact that we have on both our clients and the Nominated Consultants, along with the terms that govern these engagements. Our Terms of Business detail the rights and obligations of the client organisations we partner with.

2. PARTIES

3. ACCEPTANCE OF TERMS

You are deemed to have accepted these Terms of Business in any and all of the following circumstances

i. Receipt and acceptance of a resume, interviewing or employing any Candidate represented by us whether directly or through a third party;

ii. Providing instruction to us that specifies your requirements for the recruitment of a specific position within your organisation;

iii. Providing your approval in writing, in the form of a signed Engagement Commencement Authority or any other written form;

iv. Providing written instruction to us to engage the Candidate we have represented to you.

4. DEFINITION OF SERVICES

You are engaging us to conduct a recruitment process (the "Services") on your behalf with the sole purpose of identifying, assessing and engaging an appropriately qualified Candidate who will be engaged by us as an independent contractor (our Nominated Consultant) to provide the Contract Services detailed in the Contract Engagement Schedule to you.

5. OUR (EMMBR'S) OBLIGATIONS

You should reasonably expect we will fulfill the following obligations in the course of delivering the Services to you:

ii. Not with standing this, as our representation of a Candidate is based upon information provided to us by the Candidate, their referees and other third parties, we do not accept liability for the accuracy of any information supplied in relation to Candidates including information regarding employment history, qualifications, achievements, personal circumstances or any other matter whatsoever.

iii. Throughout the Term of the Contractor Engagement we will maintain regular contact with your Representative and the Nominated Consultant to ensure that we proactively identify and resolve any issues that may impact on the delivery of the Contract Services and the completion of the Term of the Contractor Engagement.

6. YOUR (THE CLIENT'S) OBLIGATIONS

We expect that you will fulfill the following obligations in the course of engaging us to deliver the Services and throughout the duration of the execution of the Services and each Contractor Engagement:

i. Either provide a position description or an adequate opportunity to develop an assignment briefing in person with you prior to delivery of the Services;

ii. You are responsible for satisfying yourself as to the suitability of the Candidate prior to executing the Contractor Engagement;

iii. Make the ultimate selection and engagement decision based on a combination of the information we have provided to you and your own efforts to assess the suitability of the Candidate's skills, knowledge and experience;

iv. You, through your Representative, are responsible for the day-to-day direction of the Nominated Consultant in delivering the Contract Services;

v. You agree to comply with the terms of the Privacy Act (Cth) 1988 (and amendments including the Privacy Amendment (Private Sector) Act 2000 (Cth) when receiving, handling and utilising any information provided to you by us or any third party in writing or any other form regarding the Candidate and their eligibility and suitability for employment with you; and

vi. You must not forward or refer any details of a Candidate represented by us to you to any third party without our express written agreement. Where such action by you results in a third party interviewing or engaging the Candidate, you will be liable to pay us the Service Fee that would have been payable had you employed the Candidate directly as a result of our representation.

7. SERVICE FEES

i. Our Service Fee (Margin) is calculated as a percentage (%) of the total cost to you of engaging the Nominated Consultant (the Charge Rate). Emmbr will quote an indicative charge rate with you at the commencement of the assignment and this will be confirmed with you in writing upon initial presentation of a candidate's resume. The Charge Rate will be finalised in the Contract Engagement Schedule upon signature by the client.

ii. Service Fees will apply to any candidate represented by us and employed or contracted by you within twelve (12) months of last communication regarding the recruitment assignment engagement.

8. AGREED EXPENSES

You are liable to pay for any pre-agreed recoverable expenses associated with our Services and the Contractor Services, such as advertising, video conferencing, travel and accommodation, which will be billed to you at cost and are due and payable within seven (7) days of the date of invoice.

9. GST

All Service Fees quoted are exclusive of Goods and Services Tax ("GST"). When required by law you will be liable to remit the legislated amount due for the supply of Services to you.

10. INVOICING AND PAYMENT

i. Given the nature of our Charge Rates, the hours / days worked by the Nominated Consultant are to be recorded weekly on a timesheet and signed by an appropriate representative nominated by you. The Charge Rate for the hours / days recorded will be invoiced by us on a weekly basis. Failure by you to authorise a Charge Rate ora timesheet does not alter your liability to pay for the hours worked by aNominated Consultant. Further, all approved timesheets are taken to be final.

ii. Upon receipt of the invoice, Service Fees are due and payable within fourteen (14) days of the date of invoice.

11. TERM & TERMINATION

Unless otherwise stated, you must provide us with a minimum of twenty (20) business days written notice of your intention to terminate an Assignment and you are liable for all services performed by the Nominated Consultant until the date of termination. Our agreement with the Nominated Consultant mirrors the term and termination clause we have agreed with you. As such, you agree to pay the Nominated Consultant's applicable termination notice period.

12. SUBSEQUENT ENGAGEMENT

i. You must not engage or contract (or solicit to engage or contract) the services of the Nominated Consultant in any capacity within twelve (12) months of the termination of their last Assignment with you other than through us, without our prior written approval.

ii. If you engage a Nominated Consultant during the Term of an Assignment or in the twelve (12)months after completion of their last Assignment directly or indirectly in any capacity and on any basis you will pay a fee as outlined in the table below("Buy Out Fee"). We will calculate the Buy Out Fee using the

Nominated Consultant's last applicable Charge Rate (minus Margin) to calculate an hourly rate and then multiply this hourly rate by 1976 (being 52 weeks x 38 hours)("Total Package"). We then multiply the Total Package by the corresponding percentage.

Should you engage directly and subsequently employ a candidate represented by Emmbr without consultation and our express agreement you agree that a fee will be payable as outlined below:

Total Salary Package Fee %

≤ $99,999 18%

$100,000 - $149,999 22%

$150,000 - $199,999 25%

> $200,000 POA

13. HEALTH, SAFETY AND WELLBEING

i. To enable us to discharge our occupational health and safety obligations, you acknowledge that you have a duty of care to provide Nominated Consultants and our employees, agents, and contractors with:

(a) a safe workplace and work systems that eliminate hazards and control risks to health and safety; and

(b) an induction for each attended site, and for each piece of equipment to be used; and

(d) all relevant policies, procedures, and directions.

i. To enable us to discharge our occupational health and safety obligations, you agree you will not:

(a) subcontract a Nominated Consultant to an Associated Entity or other person or organisation without our consent; or

(b) request a Nominated Consultant to perform services with which they are unfamiliar to the extent this creates an occupational health and safety risk; or

ii. The parties will establish open communication and consultation methods about health and safety matters, including points of contact and the sharing of relevant safety documentation.

iii. To enable us to discharge our occupational health and safety obligations:

(a) you agree to promptly rectify any deficiency in the provision of a safe work environment or safe systems of work that, as far as is reasonably practicable, we assess as a threat to the safety of a Nominated Consultant or any other person; and

(b) you agree to notify us immediately if a Nominated Consultant suffers a notifiable injury or is involved in a notifiable incident. We both agree to inform each other as soon as possible of an injury to, or safety incident or' near miss involving a Nominated Consultant.

14. LIABILITY & INDEMNITY

i. You agree that services performed by a Nominated Consultant for you are not our Services. We will not be liable for, and you release us from any demand, claim, action, proceeding, litigation, investigation or judgement(whether under contract, in tort including negligence, under statute or otherwise at law or in equity), arising from services performed by a Nominated Consultant or in connection with any loss or damage attributed to a Nominated Consultant's:

(a) acts, errors, or omissions causing damage to any property, including motor vehicles; or

(b) handling of cash, valuables, merchandise or any other property of value, or performance of payroll or finance activities; or

(d) breach of professional duty; or

(e) acts, errors, or omissions that cause death or personal injury to any person.

ii. You indemnify and keep us indemnified against loss, expense, damage, delay, costs or compensation of any kind we suffer or incur because you acted or directed us to act against an Nominated Consultant in a manner that is found to be in breach of our contract with the Nominated Consultant or otherwise discriminatory, unfair or unlawful.

A party is not liable for any loss of profit, data, savings, contract, goodwill or production, or economic loss, or for any other special, incidental, or punitive damages, or for loss or damage arising from special circumstances that are outside the ordinary course of things.

Unless the law provides something greater, our aggregate liability for any loss, damage, liability, cost, charge or expense ("Liability")in connection with or arising from the Services and these Terms, including as a result of negligence, misconduct, or any breach of a warranty implied by law, or for a breach of a consumer guarantee under the Competition and Consumer Act2010 (Cth) ("CCA") is limited, at our option to the cost of re-supplying the Services giving rise to the Liability, or to the payment of the cost of re-supplying the Services giving rise to the Liability. Nothing in this clause operates to exclude consumer guarantees under the CCA.

15. ENTIRE AGREEMENT

Our Services are delivered according to the terms and conditions outlined in this document and the related Schedules. These documents constitute the entire agreement between the Parties and supersede all previous communications, representations, inducements, undertakings, agreements or arrangements between the Parties and their respective officers, employees or agents.

16. VARIATIONS

Any variations to these Terms of Business must be authorised in writing by a Director of Emmbr prior to the provision of any Services.