TERMS AND CONDITIONS AS BETWEEN HR STUDIO (PTY) LTD AND ITS RECRUITMENT CONSULTANTS

INTRODUCTION:

You have applied to be appointed as an independent recruitment consultant for HR Studio (Pty) Ltd (“HR Studio”) as part of its recruitment panel, in accordance with these terms and conditions. These terms take effect from the date on which HR Studio notifies you in writing of your appointment.

1. INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT:

The Consultant is engaged as an independent contractor and not as an employee of HR Studio. No employment, partnership, agency, or joint venture relationship is created under this Agreement. The Consultant is not entitled to any employment benefits and is solely responsible for all taxes, insurances, and statutory compliance. Nothing in this Agreement shall be construed as creating an employment relationship. The Consultant may determine the manner, method, and timing of work, subject only to agreed deliverables and timelines.

2. HR STUDIO OBLIGATIONS:

HR Studio shall:

• Notify the Consultant of recruitment work aligned to their expertise and experience, at its sole discretion.
• Provide access to relevant systems, documentation, an HR Studio email address, and Google Drive access, all of which are to be used exclusively for recruitment-related communication and duties.
• Allow communication with HR Studio representatives for guidance on recruitment matters.
• Process the Consultant’s personal information in compliance with the Protection of Personal Information Act (POPIA).
• Not disclose personal information to third parties unless legally required or necessary to fulfil contractual obligations.

3. CONSULTANT OBLIGATIONS:

• Deliver recruitment services in line with agreed client briefs and timelines, exercising professional discretion and judgment.
• Comply with HR Studio’s Website Terms of Use, Privacy Notice, Best Practice Guidelines, and any recruitment-specific protocols provided.
• Maintain up-to-date knowledge of recruitment practices, relevant labour laws, and industry developments.
• Use own equipment and infrastructure to conduct recruitment activities, ensuring data protection and client confidentiality at all times.
• Manage all business, financial, and tax affairs independently, bearing full responsibility for compliance with SARS and other regulatory obligations., including any statutory registrations or declarations.
• Acknowledge that no employment benefits (e.g., leave, UIF, pension) are provided by HR Studio or its clients, and that the Consultant is responsible for their own insurance, retirement provisions, and other benefits typically associated with employment.
• Accurately track and submit candidate activity, placement progress, and related data for billing and internal reporting, as required by HR Studio.
• Refrain from directly soliciting or engaging with HR Studio clients outside of formal assignments unless expressly authorised in writing.

4. RECRUITMENT CONSULTING PAYMENT TERMS:

Fee Basis

HR Studio charges its clients a recruitment fee calculated as a percentage of the candidate’s annual cost-to-company (“Placement Fee”) as follows:

• Remuneration below R120,000 per annum: 12.5% of annual CTC.
• Remuneration R120,001 to R300,000 per annum: 15% of annual CTC.
• Remuneration R300,001 and above: 17% of annual CTC.

Consultant Commission

The Consultant will be entitled to 50% of the Placement Fee actually received by HR Studio from the client. HR Studio retains 50%.

Payment Trigger

Commission becomes payable only once HR Studio has received cleared funds from the client. No commission is payable in respect of unpaid or refunded invoices.

Staged Payments

Where HR Studio invoices the client in instalments, the Consultant’s commission will be paid pro rata in line with each instalment received.

Payment Timing

Consultant commission will be paid by the last working day of the month for all client payments received by HR Studio on or before the 22nd of that month.

Worked Example:

• Candidate’s monthly salary: R10,000
• Annual CTC: R10,000 × 12 = R120,000
• Agreed placement fee: 12.5 % = R15,000

Client payment terms:

• Month 1 = R1,500
• Month 2 = R1,500
• Month 3 = R1,500
• Month 4 = R10,500

Consultant commission (50 %):

• Month 1 = R1,500 × 50 % = R750
• Month 2 = R1,500 × 50 % = R750
• Month 3 = R1,500 × 50 % = R750
• Month 4 = R10,500 × 50 % = R5,250

Total consultant commission: R7,500 (50 % of R15,000).

5. CONFIDENTIALITY:

All HR Studio and client proprietary information shall remain confidential, including after termination. Upon request, the Consultant must return or securely delete such information.

6.GENERAL:

1. Either party may terminate these terms with 10 working days’ notice, provided ongoing client commitments are honoured or alternative arrangements agreed.
2. Consultant payment is conditional on HR Studio receiving client payment.
3. Each party indemnifies the other against losses from negligence or breach, capped at the total fees earned in the preceding 3 months (except in cases of fraud, wilful misconduct, or gross negligence).
4. These terms are governed by the laws of South Africa.

 Introduction

1. You have applied to be appointed as an independent consultant for the HR Studio (Pty) Ltd (“HR Studio”) panel (“Panel”), in accordance with these terms and conditions.
2. These terms and conditions take effect from the date on which HR Studio notifies you in writing of your appointment.
3. Independent Contractor Acknowledgement: The parties acknowledge that the Consultant is an independent contractor and not an employee of HR Studio. Nothing in this Agreement shall be construed as creating an employment relationship. The Consultant is free to determine the manner, method, and timing of the work, subject only to agreed deliverables and timelines for each engagement.

• HR STUDIO’S OBLIGATIONS

HR Studio shall:

1. Contact the independent consultant “you” when work suited to your skills and experience is sourced, offering such work at its discretion. Retainer-based work is billed to HR Studio’s clients, and where you are appointed under such a retainer, you will receive 70% of the monthly retainer fee actually earned and received by HR Studio from the client.
2. Allow you to contact HR Studio representatives for advice or assistance on client work. You may invite an HR Studio representative or another HR Studio independent consultant to participate in a brief, subject to applicable terms.
3. Pay your share of the retainer as described in clause 1.1 by the last day of each month for amounts received from the client by the 22nd of that month.
4. Assign you an HR Studio email account for relevant communications. This email address is to be used by you specifically and only for communication related to a client assignment.
5. Process your personal information in accordance with POPIA, ensuring it is relevant and adequate, and correct or delete any inaccurate or unlawful personal information upon written request.
6. Not share your personal information with third parties, except as required or permitted by these terms or applicable law.

• CONSULTANT’S OBLIGATIONS

As a consultant, you shall:

1. Deliver services in line with the terms applicable to HR Studio, exercising professional judgment in deciding how and when to perform the work, subject only to agreed deliverable dates.
2. Comply with Human Resources Studio’s Website Terms of Use, Privacy Notice, and Best Practice Guidelines.
3. Act with honesty, integrity, and professionalism, and avoid conduct that may harm HR Studio’s reputation.
4. Keep your legal and HR industry knowledge current and comply with all applicable laws, regulations, and professional standards.
5. Manage your own business and tax affairs.
6. Not claim or expect any employee benefits from HR Studio or its clients.
7. Assist and collaborate with other consultants when appropriate, with client approval.
8. Keep accurate time and disbursement records and submit them in HR Studio’s required format by the 14th and 28th of each month for billing and reporting purposes.
9. If you anticipate that the hours agreed with a client for a month will be exceeded, notify HR Studio as soon as reasonably possible (and within 24 hours of becoming aware) so that HR Studio can obtain client approval for additional billing. This is solely for commercial and invoicing purposes and does not limit your discretion over work scheduling.
10. Where you are engaged in quarterly HR strategy and roadmap development for a client, provide HR Studio with written progress updates at least every two weeks during the relevant quarter. Updates should summarise milestones achieved, upcoming deliverables, and any issues affecting outcomes.
11. For all retainer-based client work, provide HR Studio with a brief written status update at least twice per month, outlining progress and any anticipated changes to scope or delivery. This requirement is for client service and coordination purposes and does not prescribe how or when you perform the work.
12. Provide at least two weeks’ prior written notice if you will be unavailable during a month in which you are scheduled to deliver services, to allow HR Studio to arrange suitable client coverage. This is for service continuity purposes only and does not restrict your discretion in managing your availability.
13. Refer work only to other HR Studio panel members unless otherwise agreed in writing.
14. Inform HR Studio of any client referrals you receive and route any consulting work for your private clients through HR Studio, unless you originally introduced the client and disclose your intention to continue post-engagement.
15. Only deliver or procure services in line with these terms and notify HR Studio in advance of such work.
16. If you fail to disclose services to a client leading to loss for HR Studio, you will be liable for actual proven damages, limited to a reasonable pre-estimate of loss as permitted by the Conventional Penalties Act.
17. After termination, cease representing yourself as affiliated with HR Studio and not solicit similar work from HR Studio clients for 12 months, limited to those clients you have worked with in the preceding 12 months, unless exempted under the referral provisions above.
18. HR Studio shall not circumvent you by working directly with a client you introduced, without your written consent, for a period of 12 months post-termination.
19. Refrain from media engagement regarding HR Studio or client work unless facilitated by HR Studio’s media representative.

• CONFIDENTIALITY

All HR Studio and client proprietary information remains confidential, even after termination. On request, you must return or securely delete such information.

• DEVICES & DATA SECURITY

You are required to use your own devices (such as laptops, mobile phones, and tablets) to perform your work for HR Studio’s clients. These devices must meet basic security requirements, including but not limited to: strong password protection, updated antivirus software, encryption, and auto-lock functionality. You must report any lost or stolen devices immediately, and HR Studio may, if necessary, remotely wipe such devices to protect client and HR Studio data.

• DATA PRIVACY

You consent to the processing of your personal information for verifying suitability, effecting engagement, and promoting HR Studio and its services, in compliance with POPIA. You agree to update inaccurate information and understand it may be shared as legally required.

• CONFLICTS OF INTEREST

You will notify HR Studio of any potential conflicts of interest, including work with competing businesses.

• GENERAL

1. 1. Either party may terminate these terms with 10 working days’ notice, provided ongoing client commitments are fulfilled or alternative arrangements agreed.
   2. HR Studio does not guarantee client payment; consultant payment is conditional on client payment being received by HR Studio.
   3. “Client” includes any person or business HR Studio has engaged with or been in discussions with regarding services.
   4. HR Studio is not liable for indirect losses.
   5. Each party indemnifies the other against loss arising from its own negligence or breach of contract, capped at the total fees earned in the preceding 3 months, except for losses arising from fraud, wilful misconduct, or gross negligence.
   6. These terms may be updated by HR Studio on reasonable notice.
   7. This agreement constitutes the entire agreement between the parties and supersedes prior communications.
   8. Amendments require written agreement.
   9. These terms are governed by the laws of South Africa.

I declare that all information provided in this application is truthful and accurate to the best of my knowledge