Refactor Talent Marketplace — Client Terms
Version: 1.0 — Draft pending legal approval
1. Marketplace Access
The Marketplace is available only to approved client organisations and authorised users.
Access is granted at Refactor's discretion for legitimate recruitment and workforce engagement purposes.
2. Permitted Use
Clients may use the Marketplace to identify potentially suitable candidates and request introductions through Refactor.
Marketplace information must not be used for unrelated marketing, resale, data harvesting or unauthorised commercial purposes.
3. Candidate Confidentiality
Candidate profiles and information are confidential.
Clients must not:
- Attempt to identify de-identified candidates through unauthorised investigation or reverse searching
- Scrape, harvest or bulk-download Marketplace information
- Redistribute candidate profiles without permission
- Share information outside authorised hiring teams
- Misuse candidate personal information
- Circumvent Refactor's introduction process
4. Candidate Introductions
Clients may request an introduction to a candidate through the Marketplace.
Refactor will coordinate the introduction, subject to candidate approval.
Viewing a de-identified profile does not itself constitute a formal introduction for fee purposes.
A formal introduction occurs when Refactor provides identifying candidate information or otherwise facilitates an identifiable introduction, subject to the applicable commercial agreement.
5. Introduction Ownership and Non-Circumvention
Candidates formally introduced by Refactor are subject to the introduction, referral and fee provisions of the applicable Refactor Terms of Business.
Clients must not knowingly circumvent Refactor by directly or indirectly engaging formally introduced candidates in breach of those terms.
Where a candidate is already known to the client, the client should promptly notify Refactor so the existing relationship can be assessed under the applicable commercial agreement.
6. Rates and Pricing
Marketplace rates displayed to clients are determined by Refactor.
They may incorporate:
- Contractor remuneration
- Superannuation and statutory employment costs
- Payroll tax and workers' compensation
- Administration and engagement management
- Refactor's commercial margin
Displayed rates are indicative unless expressly confirmed otherwise.
Final rates, GST treatment and engagement conditions are agreed separately.
Candidate-nominated rates and Refactor's internal margin calculations are confidential commercial information.
7. Commercial Agreements
Marketplace access does not replace existing signed Refactor Terms of Business.
Where applicable, engagements remain subject to separately agreed commercial terms, assignment schedules and services agreements.
Where there is an inconsistency concerning fees, payment obligations, candidate attribution or engagement conditions, the applicable signed commercial agreement prevails.
8. Client Responsibilities
Clients are responsible for:
- Assessing candidate suitability
- Providing accurate hiring requirements
- Maintaining appropriate workplace arrangements
- Meeting applicable workplace and employment obligations
- Protecting candidate information
- Ensuring authorised users comply with these Terms
9. Account Security
Clients must protect account credentials and promptly notify Refactor of suspected unauthorised access.
Client access is limited to authorised representatives.
10. Intellectual Property
The Marketplace, its software, design, content and proprietary functionality remain the property of Refactor or its licensors.
Clients receive a limited, revocable, non-transferable right to access the platform for authorised recruitment purposes.
11. Suspension and Termination
Refactor may suspend or revoke access where reasonably necessary for security, legal compliance, misuse or material breach.
Termination does not remove accrued payment or confidentiality obligations.
12. Liability
Refactor does not guarantee candidate availability, suitability or engagement outcomes.
Nothing in these Terms excludes rights or remedies that cannot lawfully be excluded.
13. Governing Law
These Terms are governed by the laws of Victoria, Australia, subject to applicable mandatory laws and separately agreed commercial terms.
14. Contact
Refactor Recruitment Pty Ltd
james@re-factor.com.au