Introduction
These Standard Recruiter Terms were last updated on 22 January 2026.
TaxLab may engage Recruiters from time to time to provide Recruitment Services on an ad hoc basis. No Recruiter is guaranteed any minimum volume of work, exclusivity, or ongoing engagement.
These Standard Recruiter Terms apply to all Recruitment Services provided to TaxLab Limited (NZ company number 2470511) (TaxLab) by any Recruiter under a valid executed Statement of Work.
TaxLab may amend these Standard Recruiter Terms from time to time by providing the Recruiter with at least 30 days’ prior written notice in accordance with clause 16 (Variations).
1. Definitions and Interpretation
1.1. In this Service Agreement, unless the context otherwise requires or is specified otherwise:
Agency-Exclusive Search means a recruitment engagement identified as such in a Statement of Work under which, for the specified role and exclusive period only, TaxLab agrees not to engage any other recruiter or recruitment agency to provide recruitment services in respect of that role, as described in clause 2.3.
Business Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand.
Candidate means any person introduced by Recruiter to TaxLab for the purpose of being considered for employment or engagement (in any capacity) by TaxLab or any related entity.
Commencement Date means the date specified in the Statement of Work executed by both parties.
Fees means the amounts specified in the relevant Statement of Work that become payable only upon a successful Placement resulting from a valid Introduction by the Recruiter, and not otherwise.
Guarantee Exclusion Event means redundancy, restructure, or a material breach by TaxLab of its obligations to the Candidate, but excludes any termination, resignation or cessation arising from a material misrepresentation or omission by the Recruiter that the Recruiter knew or ought reasonably to have known at the time of Introduction.
Intellectual Property Rights means all intellectual property rights, including any patent, trade mark, service mark, copyright, moral right, design right and know-how, whether registered or unregistered and whether existing or future, and all analogous rights anywhere in the world.
Introduction means the Recruiter providing TaxLab with a Candidate’s curriculum vitae or profile, with the Candidate’s consent, clearly identifying the Candidate, and TaxLab acknowledging receipt. Unsolicited or speculative candidate information not requested by TaxLab and not acknowledged by TaxLab does not constitute an Introduction. If, within 10 Business Days after acknowledging receipt of a Candidate’s details, TaxLab does not notify the Recruiter in writing that the Candidate was already known to TaxLab and actively under consideration through other recruitment activities prior to the Introduction, the Candidate will be deemed not to have been previously known to TaxLab for the purposes of this Service Agreement.
Placement means the employment, engagement or other use of a Candidate by TaxLab or any related entity, whether as an employee, contractor, consultant or otherwise, whether or not the Candidate subsequently commences employment or engagement.
Recruiter means the entity identified as the recruiter in the relevant Statement of Work.
Recruitment Services means the sourcing, identification, screening and Introduction of suitable Candidates to TaxLab, together with any related recruitment, search or headhunting services, as specified in a Statement of Work.
Service Agreement means a separate agreement formed under clause 1.2.
Standard Recruiter Terms means the standard recruiter terms available at https://taxlab.online/nz/legal-centre/standard-recruiter-terms/.
Statement of Work means an agreement entered into between the parties which sets out the Recruitment Services to be supplied by the Recruiter to TaxLab in accordance with the Standard Recruiter Terms.
TaxLab Data means any data held or controlled by TaxLab relating to its business, including personal information relating to its clients, employees or contractors.
1.2. Each Statement of Work, once signed by both parties, together with these Standard Recruiter Terms, forms a separate agreement between the parties (a Service Agreement). If there is any inconsistency between a Statement of Work and these Standard Recruiter Terms, the Statement of Work prevails to the extent of the inconsistency. If there is any inconsistency between two Service Agreements, the Service Agreement later in time prevails.
2. Provision of Recruitment Services and Entitlement to Fees
2.1. TaxLab may from time to time request the Recruiter to provide Recruitment Services by issuing a draft Statement of Work. If the parties agree the terms of that Statement of Work, they will execute it.
2.2. The Recruiter is engaged on a non-exclusive basis unless a Statement of Work expressly specifies an Agency-Exclusive Search. Subject to clause 2.3, TaxLab may at any time:
(a) engage one or more other recruiters or recruitment agencies;
(b) undertake its own direct recruitment activities; and/or
(c) consider internal candidates, referrals, direct applicants, and Candidates already known to TaxLab.
2.3. Where a Statement of Work specifies an Agency-Exclusive Search:
(a) during the exclusive period, TaxLab will not engage another recruitment agency to provide recruitment services in respect of the specified role;
(b) TaxLab may continue to undertake direct recruitment activities and consider internal candidates, referrals, direct applicants, and Candidates already known to TaxLab; and
(c) nothing in the Agency-Exclusive Search guarantees a Placement or payment of Fees unless a Placement occurs following a valid Introduction by the Recruiter.
2.4. Nothing in this Service Agreement grants the Recruiter any minimum volume of work, and TaxLab may decide not to use the Recruiter in respect of any particular role or requirement.
2.5. Subject to the guarantee, replacement and refund provisions in clause 5 (Guarantee, Replacement and Refund), the Recruiter is entitled to Fees where:
(a) the Recruiter has made a valid Introduction of a Candidate; and
(b) a Placement of that Candidate occurs within the ownership period specified in the relevant Statement of Work (or, if not specified, within six (6) months of the Introduction).
2.6. No Fees are payable where, before the Recruiter’s valid Introduction:
(a) the Candidate had applied directly to TaxLab;
(b) the Candidate had been referred to TaxLab by a TaxLab employee, customer, investor, another recruitment agency, or any other third party; or
(c) the Candidate was already known to TaxLab and actively under consideration for the role.
TaxLab will notify the Recruiter within a reasonable time if it becomes aware that a Candidate falls within this clause.
2.7. If, following a valid Introduction by the Recruiter, a Candidate is employed or engaged by TaxLab or any related entity in a different role, capacity, seniority, remuneration structure or engagement basis to that contemplated at the time of Introduction, the Recruiter remains entitled to the applicable Fee, provided that a Placement (as defined) has occurred.
2.8. If a Candidate introduced by the Recruiter is employed or engaged by TaxLab or any related entity, that employment or engagement ends, and after the expiry of the applicable guarantee period under clause 5 (Guarantee, Replacement and Refund) the Candidate is re-employed, re-engaged, or otherwise engaged by TaxLab or any related entity within twelve (12) months of the date that the earlier employment or engagement ended, the Recruiter will be entitled to an additional Fee in respect of that subsequent Placement.
2.9. For clarity, no Fees are payable for Recruitment Services provided where no Placement occurs, and the Recruiter has no entitlement to payment on a quantum meruit basis.
2.10. TaxLab may, in its absolute discretion, reject or decline to progress any Candidate introduced by the Recruiter. The rejection or non-progression of a Candidate does not of itself:
(a) give rise to any entitlement to Fees; or
(b) constitute a breach of this Service Agreement or any obligation of good faith,
provided that TaxLab acts honestly and not for an improper purpose.
3. Recruiter Obligations and Service Standards
3.1. The Recruiter must provide the Recruitment Services:
(a) with due skill, care and diligence;
(b) in accordance with this Service Agreement; and
(c) in accordance with the applicable Statement of Work.
3.2. In performing the Recruitment Services, the Recruiter must:
(a) act honestly and professionally;
(b) comply with all applicable laws, regulations and legally binding requirements (including privacy and employment-related laws);
(c) not engage in any conduct that would reasonably be expected to damage TaxLab’s reputation;
(d) conduct genuine, targeted and role-specific search activities designed to identify a small number of high-quality, appointable Candidates appropriate to the role;
(e) obtain each Candidate’s informed consent before providing any Candidate information to TaxLab;
(f) take reasonable steps to verify each Candidate’s identity, right-to-work status, relevant qualifications and, where appropriate having regard to the seniority of the role and with the Candidate’s consent, to obtain and provide reference checks;
(g) take reasonable steps to pre-screen Candidates for skills, experience and cultural fit directly relevant to the role;
(h) take reasonable steps to ensure that all Candidate information supplied to TaxLab is accurate, complete and not misleading, having regard to the information reasonably available to the Recruiter;
(i) represent TaxLab professionally in all interactions with Candidates;
(j) keep TaxLab reasonably informed of recruitment progress and Candidate status;
(k) promptly notify TaxLab of any withdrawal by a Candidate or any material change in a Candidate’s circumstances; and
(l) disclose any actual or potential conflict of interest and not proceed without TaxLab’s prior written consent.
3.3. Any material or repeated failure to comply with this clause, including a pattern of introducing Candidates who do not materially meet the role requirements specified in the applicable Statement of Work, constitutes a material breach of this Service Agreement.
3.4. The Recruiter must not submit a volume of Candidates that is disproportionate to the nature, seniority or requirements of the relevant role or that is reasonably likely to undermine the effectiveness or efficiency of the recruitment process. Without limiting the Recruiter’s obligations under this clause, TaxLab may, acting reasonably, decline to consider further Candidates from the Recruiter in respect of a role where the Candidates submitted to date demonstrably fail to meet the role requirements specified in the applicable Statement of Work
4. TaxLab obligations
4.1. In connection with the Recruitment Services, TaxLab will:
(a) provide the Recruiter with such information about the relevant role as TaxLab considers reasonably necessary for the Recruiter to perform the Recruitment Services;
(b) acknowledge receipt of Candidate details provided by the Recruiter;
(c) notify the Recruiter in writing as soon as reasonably practicable after making an offer of employment or engagement to a Candidate introduced by the Recruiter, and after a Placement of such a Candidate occurs; and
(d) act reasonably and in good faith in its dealings with the Recruiter in connection with this Service Agreement.
4.2. For clarity, a failure by TaxLab to comply with this clause does not of itself give rise to any entitlement to Fees or limit any of TaxLab’s rights under this Service Agreement
5. Guarantee, Replacement and Refund
5.1. The guarantee period is:
(a) 180 days from the Candidate’s actual start date for roles identified as Executive / Senior Leadership roles in the relevant Statement of Work; and
(b) 90 days from the Candidate’s actual start date for all other roles.
5.2. If the employment or engagement resulting from a Placement ends during the guarantee period for any reason other than a Guarantee Exclusion Event, and the applicable Fee has been paid (or is properly invoiced and payable):
(a) the Recruiter must provide a replacement Candidate at no additional fee; or
(b) if no suitable replacement is accepted within 90 days, TaxLab may elect a refund of the placement fee (or credit toward a future placement).
5.3. For the purposes of this clause, an engagement ending includes termination, resignation, or any other cessation of employment or engagement, whether voluntary or involuntary.
5.4. If a Placement ends due to a material misrepresentation or omission by the Recruiter that the Recruiter knew or ought reasonably to have known at the time of Introduction, the guarantee applies regardless of when the issue is discovered.
5.5. The guarantee does not apply where the role has materially changed in scope, seniority or remuneration (other than minor or agreed variations) after the original Placement, unless otherwise agreed in writing.
5.6. Any replacement Candidate must be reasonably comparable to the original Candidate in seniority, remuneration, skills and experience.
5.7. The guarantee period recommences from the replacement Candidate’s actual start date.
5.8. No additional fees, disbursements or costs may be charged in connection with a replacement search.
5.9. Only one replacement is required unless otherwise agreed in writing.
5.10. If TaxLab fails to pay any undisputed Fees by the due date and that failure continues for more than 10 Business Days after the Recruiter has given written notice of non-payment to TaxLab in accordance with clause 15.6, the guarantee period for the relevant Candidate will be suspended for the period during which the Fees remain unpaid and will recommence once payment of the outstanding Fees is made in full, excluding the period of suspension; for clarity, an invoice does not constitute written notice of non-payment for the purposes of this clause, and no suspension applies to the extent that Fees are subject to a bona fide dispute or any right of set-off or withholding under this Service Agreement.
5.11. Without limiting clause 5.2, if a Candidate accepts an offer of employment or engagement but does not commence employment or engagement for any reason (including withdrawal, failure to start, or repudiation), other than a Guarantee Exclusion Event, TaxLab is entitled to a full refund of any Fees paid in respect of that Placement, and the Recruiter must refund those Fees within 20 Business Days of written notice from TaxLab.
6. Non-Solicitation
6.1. The Recruiter must not, without TaxLab’s prior written consent, directly solicit for employment any employee of TaxLab:
(a) who was placed by the Recruiter with TaxLab; or
(b) with whom the Recruiter had direct and material involvement in providing the Recruitment Services,
for a period of twelve (12) months following termination of the relevant Service Agreement.
7. Fees
7.1. Fees are payable only where the Recruiter has become entitled to Fees in accordance with clause 2.
7.2. In consideration of a Placement resulting from a valid Introduction by the Recruiter under a Service Agreement, TaxLab will pay the applicable Fees in accordance with that Service Agreement.
7.3. Except as expressly set out in a Statement of Work, the Recruiter must not incur, and TaxLab is not liable to pay, any advertising costs, background check fees, testing fees, travel expenses or other disbursements in connection with the Recruitment Services. Where TaxLab agrees in advance in writing to the Recruiter incurring specific additional costs in connection with a Statement of Work, those costs must be:
(a) expressly described and approved in that Statement of Work;
(b) incurred at cost with no mark-up or administration fee; and
(c) supported by reasonable evidence on request.
7.4. For Recruitment Services, the basis of calculation of Fees (including any percentage of remuneration, contractor margins, retainers, executive search fees), any guarantee or replacement terms, the Candidate ownership period, and any disbursements payable will be set out in the relevant Statement of Work for each role or group of roles.
7.5. Without limiting clause 7.4, a Statement of Work may provide for Fees to be structured by reference to performance, retention or search methodology, including (without limitation):
(a) higher or alternative fee structures for retained searches or Agency-Exclusive Searches;
(b) staged or deferred payment arrangements, including payment of part of a Fee only after expiry of the applicable guarantee period; and
(c) bonus or additional Fees where a Candidate remains employed or engaged by TaxLab or a related entity beyond a specified period,
provided that no Fees are payable except as expressly set out in the applicable Statement of Work.
7.6. Unless expressly stated otherwise in a Statement of Work, any Fee calculated by reference to a Candidate’s remuneration is calculated by reference to the Candidate’s agreed base salary or fixed remuneration only, and excludes bonuses, commissions, incentives and benefits in kind.
7.7. The Recruiter may issue an invoice only after the Candidate has accepted in writing the relevant offer of employment or engagement, and must issue that invoice within 30 days of that acceptance.
7.8. Payment of a valid invoice is due on the 20th day of the month following the month in which the Candidate accepts in writing the relevant offer of employment or engagement. Any payment terms stated on an invoice are of no effect.
7.9. If a party fails to pay any amount due under this Service Agreement on the due date, that amount will accrue interest from the due date until paid in full, without prejudice to any other rights or remedies, at a rate of 10% per annum, calculated daily.
7.10. Interest is payable only on amounts that are undisputed and remain unpaid after written notice.
7.11. Late payment does not affect TaxLab’s rights under the guarantee and refund provisions.
7.12. All invoices must:
(a) contain a detailed description of the Recruitment Services provided under the relevant Statement of Work;
(b) clearly identify the relevant Candidate and Statement of Work; and
(c) where applicable, constitute a valid GST tax invoice.
7.13. All fees and any other amounts payable under each Service Agreement are exclusive of GST. If GST is payable on any supply made under a Service Agreement, TaxLab must pay the GST in addition to the relevant fee, provided the Recruiter is GST-registered and issues a valid GST tax invoice.
7.14. All payments must be made without set-off, counterclaim or deduction, except to the extent that TaxLab is entitled under this Service Agreement or any other Service Agreement with the same Recruiter to a refund, credit or other repayment and the Recruiter has failed to pay or apply that amount within a reasonable time after it has become due. Any set-off exercised by TaxLab must be limited to the amount of the refund, credit or repayment so withheld.
7.15. For the purposes of clause 7.14, a refund, credit or repayment will be taken to be unreasonably withheld if it is not paid or applied within 20 Business Days after TaxLab has given written notice requesting it.
8. Intellectual Property
8.1. As between the parties, all Intellectual Property Rights in any materials, documents, notes, reports or other work product created by or for TaxLab in connection with the Recruitment Services vest in TaxLab.
8.2. Each party retains all Intellectual Property Rights in any materials, methodologies, templates, know-how or other intellectual property owned or developed by it independently of this Service Agreement.
8.3. Nothing in this Service Agreement transfers ownership of any Intellectual Property Rights in a Candidate’s curriculum vitae, profile, references or other materials created independently of the Recruitment Services. The Recruiter grants TaxLab a non-exclusive, royalty-free licence to use, store and reproduce those materials solely for the purposes of evaluating, employing or engaging the Candidate and for TaxLab’s internal record-keeping and compliance purposes.
8.4. The Recruiter warrants that the provision of the Recruitment Services, and any materials or information supplied by the Recruiter, do not infringe the Intellectual Property Rights of any third party.
8.5. The Recruiter indemnifies TaxLab against any claim, loss, damage or liability arising from any allegation that the Recruitment Services or materials supplied by the Recruiter infringe the Intellectual Property Rights of any third party.
8.6. This clause survives termination of this Service Agreement.
9. Confidentiality
9.1. Each party must keep confidential any information of the other party that is disclosed in connection with this Service Agreement and is identified as confidential or would reasonably be regarded as confidential given its nature and the circumstances of disclosure, and must not use or disclose that information except:
(a) for the purposes of performing this Service Agreement;
(b) as required by law; or
(c) to its personnel and professional advisers who have a need to know and are bound by confidentiality obligations.
9.2. Clause 9.1 does not apply to information that:
(a) is or becomes publicly available other than through a breach of this Service Agreement;
(b) is lawfully obtained by a party from a third party without restriction; or
(c) was already known to the receiving party on a non-confidential basis.
9.3. Without limiting clause 9.1, the Recruiter must keep confidential all information provided by or relating to TaxLab, its business, personnel, candidates, clients and operations (including TaxLab Data), whether or not that information is identified as confidential or would otherwise be regarded as confidential, and must not use or disclose that information except to the extent necessary to perform the Recruitment Services or as required by law.
9.4. The Recruiter must take reasonable steps to ensure that the confidentiality obligations in this clause are known, understood and complied with by any personnel who have access to TaxLab Data.
9.5. The Recruiter must comply with the Privacy Act 2020 in relation to any personal information and must take reasonable steps to protect TaxLab Data from loss, unauthorised access, use or disclosure.
9.6. The Recruiter must securely delete or destroy TaxLab Data when it is no longer required for the purposes of this Service Agreement, unless retention is required by law.
9.7. The Recruiter acknowledges that TaxLab Data remains the property of TaxLab, or its licensors.
9.8. The Recruiter must not make any public announcement or media release relating to this Service Agreement, the Recruitment Services or TaxLab without TaxLab’s prior written consent.
9.9. This clause survives termination of this Service Agreement.
10. Term and Termination
10.1. A specific Service Agreement commences on the Commencement Date on the date specified in that Statement of Work and continues until terminated in accordance with the Service Agreement.
10.2. A specific Service Agreement continues until the earliest of:
(a) completion of the Recruitment Services under the relevant Statement of Work and expiry of the applicable guarantee period under clause 5 (Guarantee, Replacement and Refund), where a Placement occurs following a valid Introduction by the Recruiter;
(b) TaxLab engaging or employing a person to fill the relevant role from a source other than the Recruiter, in which case the Service Agreement automatically terminates with immediate effect and no Fees are payable to the Recruiter;
(c) TaxLab withdrawing, cancelling or placing the relevant role on hold, in which case the Service Agreement automatically terminates with immediate effect and no Fees are payable to the Recruiter; or
(d) termination in accordance with clause 10.3 or 10.4.
10.3. Either party may terminate a specific Service Agreement for convenience by giving not less than 30 days’ written notice to the other party.
10.4. Either party may terminate this Service Agreement or any one or more Service Agreements immediately by written notice if the other party:
(a) commits a material breach that is not capable of remedy;
(b) commits a material breach that is capable of remedy and fails to remedy that breach within 10 Business Days after receiving notice requiring it to do so; or
(c) becomes insolvent, enters liquidation, receivership or any form of external administration, or ceases to carry on business.
10.5. On termination or expiry of a Service Agreement:
(a) the Recruiter must immediately cease providing the Recruitment Services under that Statement of Work;
(b) the Recruiter must promptly return or securely destroy (at TaxLab’s election) all TaxLab information and materials relating to that Statement of Work; and
(c) TaxLab must pay any Fees that have become payable under this Service Agreement as a result of a Placement occurring prior to the effective date of termination, and no other amounts.
10.6. Termination or expiry of a specific Service Agreement does not affect any other Service Agreement.
10.7. Termination or expiry does not affect any rights or obligations that are intended to survive termination, including clauses relating to confidentiality, intellectual property, fees, liability and indemnities.
11. Warranties
11.1. Recruiter warrants to TaxLab that:
(a) its representations to TaxLab are complete, accurate, not misleading or deceptive and may be relied upon by TaxLab in entering into this Service Agreement;
(b) it has the authority to grant the rights to TaxLab as set out in this Service Agreement;
(c) the supply of any Recruitment Services to TaxLab does not, and will not, infringe the rights (including any Intellectual Property Rights) of TaxLab or any third party;
(d) it will perform its obligations under this Service Agreement using techniques, methodologies and processes in accordance with best industry practice and ensure that its personnel performing any Recruitment Services are suitably qualified and have the requisite skills, expertise and experience to perform the services they perform;
(e) it will not supply to TaxLab or introduce into TaxLab’s systems, products or environment or any third party’s systems or environment (or allow to be supplied or introduced) any virus, malware, Trojan horse or worm, or other device or code designed to damage, disable or impair the full use of any computer programming, data, systems, products and/or environments.
11.2. The Recruiter acknowledges and agrees that TaxLab has entered into this Service Agreement in reliance upon the Recruiter’s expertise in selecting and supplying the services which have been represented by the Recruiter to fit and meet TaxLab’s business requirements.
12. Liability
12.1. Neither party will be liable to the other party under the law of tort, contract or otherwise for any loss of profits or any indirect or consequential loss or damage arising out of, or in connection with, this Service Agreement.
12.2. For clarity, nothing in this Service Agreement makes the Recruiter responsible for the acts or omissions of a Candidate occurring after a Placement, except to the extent that such acts or omissions arise from, or are contributed to by, the Recruiter’s breach of this Service Agreement.
12.3. The parties acknowledge that TaxLab is responsible for the final decision to employ or engage a Candidate. Nothing in this clause limits or excludes the Recruiter’s obligations, warranties or liabilities under this Service Agreement, including in respect of any breach, misrepresentation or omission by the Recruiter.
12.4. For the avoidance of doubt, TaxLab is responsible for the management, supervision and control of any Candidate after a Placement, and for all risks arising from the employment or engagement of the Candidate, except to the extent arising from the Recruiter’s breach of this Service Agreement.
12.5. Subject to clause 12.6, neither party’s liability to the other party arising out of all claims for any direct loss or damage under this Service Agreement will exceed in aggregate the amount actually paid and/or payable by TaxLab to the Recruiter under the relevant Service Agreement.
12.6. Nothing in this clause limits or excludes liability for:
(a) fraud or wilful misconduct;
(b) a breach of the confidentiality or privacy obligations; or
(c) any indemnity given by the Recruiter under this Service Agreement.
13. Disputes
13.1. Before taking any Court action, a party must use best efforts to resolve any dispute under, or in connection with, the Service Agreement through good faith negotiations.
13.2. Each party must, to the extent possible, continue to perform its obligations under the Service Agreement even if there is a dispute.
13.3. This Disputes clause does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
14. Independent contractor
14.1. The Recruiter is an independent contractor and nothing in this Service Agreement creates a relationship of employment, partnership, joint venture or agency between the parties.
14.2. The Recruiter is solely responsible for all taxes, levies and statutory obligations arising from its engagement under this Service Agreement and indemnifies TaxLab against any claim, liability or cost arising from any assertion that the Recruiter is an employee of TaxLab.
14.3. The Recruiter must not represent that it has authority to bind TaxLab or enter into any commitment on TaxLab’s behalf.
15. General
15.1. A provision or a right under this Service Agreement may not be waived except in writing signed by the party granting the waiver.
15.2. Subject to clause 16 (Variations), this Service Agreement may not be varied except by agreement in writing signed by the parties.
15.3. Recruiter will not assign, transfer or otherwise deal with this Service Agreement or any of its rights or obligations under this Service Agreement, whether in whole or in part, without the prior written consent of TaxLab.
15.4. If any provision of this Service Agreement is, or becomes, illegal, unenforceable or invalid, that provision will be modified to the minimum extent necessary to remedy the illegality, unenforceability or invalidity.
15.5. If modification is not possible, the provision will be severed from this Service Agreement without affecting the legality, enforceability or validity of the remaining provisions.
15.6. Notices and other communications under this Service Agreement are to be given in writing by email, personal delivery or by post and must be:
(a) if given to TaxLab, addressed by email to legal@taxlab.online (or such other email address as TaxLab may notify in writing from time to time);
(b) if given to the Recruiter, addressed to the notice email specified for the Recruiter in the relevant Statement of Work, or, if that email address is no longer valid, to any other email address used by the Recruiter in its communications with TaxLab in connection with this Service Agreement; and
(c) marked for the attention of the designated person or office holder (if any).
15.7. Each party is responsible for ensuring that the contact details designated for notices in accordance with clause 15.6 remain current and valid.
15.8. A notice or communication in relation to this Service Agreement will be deemed to be received:
(a) in the case of a letter, on the third Business Day after posting;
(b) in the case of email, on the Business Day on which the email is successfully delivered;
(c) in the case of personal delivery, when delivered.
15.9. Each party must comply with all applicable laws, regulations and legally binding requirements in connection with the performance of its obligations under this Service Agreement. This clause does not limit any specific compliance obligations imposed on the Recruiter under this Service Agreement.
15.10. Force Majeure: A party is not liable for any failure or delay in performing its obligations under this Service Agreement to the extent that failure or delay is caused by an event beyond that party’s reasonable control, including but not limited to natural disasters, war, pandemics, public health emergencies, or government-imposed restrictions, provided the affected party uses reasonable endeavours to resume performance as soon as reasonably practicable. If the event continues for more than 30 days and materially affects the performance of a Statement of Work, either party may terminate the affected Service Agreement by written notice. Termination under this clause does not affect any Fees that have already become payable in accordance with this Service Agreement. Any termination under this clause will be treated as a termination under clause 10 and clause 10.5 will apply.
15.11. This Service Agreement will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.
15.12. Each Statement of Work may be executed in any number of counterparts (including any scanned PDF counterpart), each of which will be deemed an original, but all of which together will constitute the same instrument. No counterpart will be effective until each party has executed at least one counterpart. Execution and exchange of counterparts by electronic means (including electronic signatures and scanned PDF signatures) is permitted and each such counterpart will be deemed an original and binding.
15.13. Entire agreement: This Service Agreement sets out everything agreed by the parties relating to its subject matter and supersedes and cancels all prior discussions, understandings, negotiations and agreements relating to that subject matter. Each party acknowledges that it has not relied on any representation, warranty or agreement not expressly set out in this Service Agreement, and that no such representation, warranty or agreement has any effect.
16. Variations
16.1. TaxLab may amend these Standard Recruiter Terms from time to time by providing the Recruiter with at least 30 days’ prior written notice. Notice of any amendment must be given by email to the Recruiter’s notice email specified in the relevant Statement of Work (or to another email address used by the Recruiter for communications with TaxLab if that notice email is no longer valid), together with either a copy of the amended Standard Recruiter Terms or a link to the amended terms clearly identifying the changes.
16.2. TaxLab may make amendments on shorter notice where the amendment is required:
(a) by applicable law or regulation; or
(b) to address data privacy, information security, system integrity or risk management matters.
16.3. Any amendment applies only from the effective date specified in the notice and does not affect:
(a) any Fees already earned or payable; or
(b) any rights or obligations accrued under a Statement of Work entered into before the amendment takes effect.
16.4. Any amendment to the Standard Recruiter Terms will not materially reduce the Recruiter’s rights or increase its obligations in respect of any existing Statement of Work without the Recruiter’s prior written consent.
16.5. By entering into a Statement of Work, the Recruiter confirms that it has read, understood and agreed to the most recent version of the Standard Recruiter Terms published on the TaxLab website or otherwise notified by TaxLab.