SHYFT AGENCY PTY LTD

TERMS & CONDITIONS

Last Updated: December 2025

These Terms & Conditions govern all services provided by SHYFT Agency Pty Ltd (ACN 692 060 709) (“SHYFT”, “we”, “us”, “our”) to the clinic, practice or business (“Client”, “you”).

By submitting a booking, engaging Agency Staff, or using any of our services, you agree to be bound by these Terms & Conditions.

TABLE OF CONTENTS

1. Definitions 2. Scope of Services 3. Bookings & Payment Terms 4. Cancellation, Rescheduling & Refunds 5. Client Responsibilities 6. Agency Staff Responsibilities 7. SHYFT Agency Rights & Disclaimers 8. Health, Safety & Psychosocial Risk 9. Consulting, Shadow Days & Masterclasses 10. Recruitment & Conversion Fees 11. Privacy & Confidentiality 12. Indemnity 13. Disputes & Complaints 14. Variation, Governing Law 15. Acceptance of Terms

1. DEFINITIONS

In these Terms:

“Agency Staff” means temporary, contract or casual workers supplied by SHYFT to the Client.

“Services” means all staffing, temp placement, recruitment, shadow days, consulting, and in-surgery masterclass services provided by SHYFT.

“Booking” means any confirmed request for Agency Staff, consulting, shadow day, training or masterclass session.

“Clinic” or “Practice” means the Client’s site where Services are delivered.

“Shift” means any agreed period of work performed by Agency Staff at the Client’s premises.

2. SCOPE OF SERVICES

SHYFT provides:

Temporary and short-term staffing for dental and healthcare practices

Recruitment and permanent placement services

Consulting, practice advisory and workflow optimisation

Shadow days and chairside coaching

In-surgery masterclasses and performance training for Dental Assistants and support staff

The Client remains responsible for the operation of its practice, all clinical decisions and patient care at all times.

3. BOOKINGS & PAYMENT

3.1 Upfront Payment

All Bookings must be paid in full at the time of scheduling, unless otherwise agreed in writing.

A Booking is not confirmed until payment has been processed.

3.2 Pricing Structure

Fees may vary depending on service type, duration, complexity, urgency, travel requirements and location.

Additional charges may apply for:

After-hours, weekends or public holidays

Urgent or same-day requests

Extended hours or overtime

Travel time, tolls and parking where applicable

3.3 Invoices & Terms

Invoices are payable immediately on receipt unless otherwise specified.

Late payment may result in cancellation of future Bookings, withdrawal of staff, and/or suspension of services.t

4. CANCELLATION, RESCHEDULING & REFUNDS

4.1 General Policy

When you book Agency Staff, shadow days, consulting or masterclass services, that time is reserved exclusively for you and the worker(s) cannot be booked elsewhere.

For this reason, all payments are non-refundable except where SHYFT agrees otherwise in writing.

4.2 Client Cancellations

If you cancel a Booking for any reason, 100% of the fee is retained by SHYFT.

Rescheduling may be offered if:

SHYFT is notified at least 24 hours prior; and

An alternate date is available; and

The service type is suitable for rescheduling (at SHYFT’s discretion).

4.3 Same-Day Cancellations & No-Shows

Same-day cancellations, shortened shifts due to Client decisions, or failure to utilise the booked Staff or service will result in full forfeiture of the fee.

4.4 Agency Cancellations

If SHYFT is unable to provide the confirmed Staff or service due to illness, emergency or operational issues, we will:

Attempt to replace Staff or reschedule; or

Provide a credit or refund, at SHYFT’s discretion.

4.5 Exceptional Circumstances

In documented extreme circumstances (e.g. verified medical emergency, natural disaster), SHYFT may consider partial credit or rescheduling. This is at SHYFT’s sole discretion.

5. CLIENT OBLIGATIONS

The Client agrees to:

5.1 Provide Accurate Information

Supply correct clinic details, address, contact person, parking/access info, software used, role requirements, and realistic expectations for the Shift or service.

5.2 Ensure a Safe Workplace

Provide a work environment compliant with:

Work Health and Safety Act 2011 (NSW) and equivalent legislation

WHS Regulations

2022 Psychosocial Hazard amendments and SafeWork guidance

Infection control and sterilisation requirements

Ensure that facilities, equipment and workflows are safe and functional.

5.3 Induction, Supervision & Support

Offer a clear verbal induction on arrival, including:

Procedures

Emergency exits

Safety instructions

Software access where applicable

Provide adequate supervision and direction appropriate to the role.

5.4 Professional Conduct

Ensure all practitioners and staff treat Agency Staff respectfully and professionally, free from:

Bullying, harassment or discrimination

Sexual harassment or inappropriate conduct

Aggression, intimidation or humiliation

Retaliation for reporting issues

5.5 Compliance with Workplace Laws

Comply with all applicable laws including, but not limited to:

WHS

Fair Work and industrial relations

Privacy and confidentiality

Relevant professional and regulatory standards

5.6 Notification of Incidents

Inform SHYFT immediately if an incident, injury, near miss, safety concern or complaint involving Agency Staff occurs.

Failure to meet these obligations may result in immediate withdrawal of staff and/or refusal of future services without refund.

6. AGENCY STAFF STATUS & SUPERVISION

6.1 Independent Agency Relationship

SHYFT supplies Agency Staff as temporary workers on assignment.

Unless otherwise stated in writing, Agency Staff are not employees of the Client.

6.2 Client’s Direction & Control

While on assignment, Agency Staff operate under the Client’s day-to-day direction regarding tasks, workflow and practice policies.

The Client is responsible for ensuring that:

Duties assigned are safe and within scope of practice

Staff are not instructed to perform unlawful or inappropriate tasks

6.3 Performance and Fit

If the Client has genuine concerns about performance or fit during a Shift, they must:

Raise it promptly with SHYFT

Allow SHYFT the opportunity to address the issue

SHYFT may determine whether to continue, replace, or withdraw the Staff member.

7. SHYFT AGENCY RIGHTS & LIMITATION OF LIABILITY

7.1 Right to Refuse or Withdraw Services
SHYFT may refuse or discontinue service where:

The workplace appears unsafe or non-compliant

Agency Staff are bullied, harassed or mistreated

The Client provides false or misleading information

Fees are unpaid or repeatedly late

7.2 Limitation of Liability
To the maximum extent permitted by law, SHYFT is not liable for:

Any indirect, incidental, special or consequential loss

Loss of profit, revenue, goodwill or reputation

Clinical outcomes or treatment decisions

Errors or omissions by Agency Staff acting under the Client’s direction

Incidents arising from unsafe facilities or incomplete information provided by the Client

Where liability cannot be excluded, SHYFT’s total aggregate liability is limited to the amount paid for the specific Booking giving rise to the claim.

8. HEALTH, SAFETY & PSYCHOSOCIAL RISK

8.1 WHS & Psychosocial Compliance
The Client acknowledges responsibility as a Person Conducting a Business or Undertaking (PCBU) and agrees to:

Comply with WHS and psychosocial hazard requirements

Identify and manage risks related to workload, bullying, harassment, aggression, isolation and poor communication

Provide a psychologically safe workplace for Agency Staff

8.2 Safety Declarations & Screening

The Client agrees that SHYFT may require completion of safety declarations, screening questions or verification steps prior to accepting a Booking.

SHYFT may decline Bookings if safety requirements are not met or cannot be verified.

8.3 Incidents & Reporting

Agency Staff may contact SHYFT directly if they feel unsafe or experience inappropriate behaviour.

SHYFT may withdraw Staff immediately if the environment is deemed unsafe.

9. CONSULTING, SHADOW DAYS & IN-SURGERY MASTERCLASSES

9.1 Nature of Services

Consulting, shadow days and in-surgery masterclasses are advisory, training and performance-improvement services.

SHYFT does not provide clinical treatment and does not assume responsibility for clinical decisions or patient care.

9.2 Client Responsibility

The Client and surgeon remain fully responsible for:

All treatment choices

Consent processes

Infection control

Legal and regulatory compliance

9.3 Intellectual Property

All training frameworks, materials, processes, content and methodology provided by SHYFT remain its exclusive intellectual property.

The Client may not reproduce, record, resell, publish or redistribute SHYFT’s material without prior written consent.

10. RECRUITMENT & CONVERSION (PERMANENT HIRE)

10.1 Recruitment Services
Where SHYFT introduces a candidate for a permanent or long-term position, recruitment fees will apply as agreed in a separate fee schedule or proposal.

10.2 Conversion of Agency Staff to Direct Employment
If the Client hires an Agency Staff member directly (whether as an employee, contractor, casual, part-time or permanent) at any time:

A conversion fee equal to 25% of the staff member’s anticipated annual remuneration (including superannuation) is payable.

This applies if employment or engagement occurs:

During an assignment; or

Within 6 months of the last shift or introduction by SHYFT.

10.3 Payment & Terms

The conversion fee is payable within 14 days of the staff member’s commencement with the Client.

No offset or deduction is permitted unless agreed in writing.

10.4 Alternative Arrangements

Any variation to conversion terms must be agreed in writing before the staff member starts directly with the Client.

11. PRIVACY & CONFIDENTIALITY

11.1 Data Handling

SHYFT collects and retains personal information strictly for staffing, recruitment and operational purposes.

Data is managed in accordance with the Privacy Act 1988 (Cth) and Australian Privacy Principles.

11.2 Confidentiality of Clinic & Patient Information

Agency Staff are required to maintain confidentiality regarding any patient or clinic information encountered during assignments.

The Client must not request or store personal information of Staff beyond what is reasonably necessary.

11.3 Confidentiality of Agency Operations

The Client must not disclose SHYFT’s internal processes, pricing structures, documents, screening methods or systems to third parties without written consent.

12. INDEMNITY

The Client agrees to indemnify and hold harmless SHYFT, its directors and representatives against any claim, loss, cost, damage or liability arising from:

The Client’s breach of these Terms

The Client’s failure to meet WHS, psychosocial or legal obligations

Misuse of Agency Staff or directing them to perform unsafe, unlawful or inappropriate tasks

Inaccurate or incomplete information provided by the Client

This indemnity survives termination of the relationship.