VRS provides recruitment-focused support services through service delivery capacity that is planned, allocated, and supported by VRS in accordance with the applicable customer agreement.

The customer acknowledges that VRS commits significant operational, administrative, and commercial resources to establishing and maintaining the service delivery capability required to support each engagement. This investment commences prior to service delivery and continues throughout the duration of the engagement.

Such investment may include workforce planning, recruitment activities, candidate sourcing, screening processes, reference verification, background verification activities, skills assessments, onboarding activities, training programmes, quality assurance activities, account management support, success management support, operational oversight, service continuity planning, replacement planning, compliance activities, and other business support functions required to facilitate effective service delivery.

In addition to these direct costs, VRS allocates management attention, operational support resources, service continuity arrangements, internal infrastructure, and administrative resources in reliance upon the customer's commitment period. These investments are made to support service quality, continuity, efficiency, scalability, and long-term customer outcomes.

The customer further acknowledges that VRS incurs substantial opportunity costs when allocating service delivery capability to support a customer engagement. The commitment period provides VRS with the commercial certainty necessary to make these investments, allocate resources appropriately, and maintain the operational infrastructure required to deliver services effectively.

Accordingly, the pricing associated with each service plan has been determined on the basis that the customer will remain engaged for the agreed minimum commitment period. The commitment period forms a fundamental component of the commercial arrangement between the parties and is directly linked to the pricing, service continuity arrangements, operational planning activities, and investments undertaken by VRS.

For the avoidance of doubt, the customer is purchasing recruitment support services and service delivery capacity provided by VRS. Nothing in this Policy, nor any related communication, proposal, Statement of Work, Service Agreement, or operational arrangement, shall be interpreted as creating an employment relationship, worker relationship, labour hire arrangement, agency worker arrangement, partnership, joint venture, co-employment relationship, or similar relationship between the customer and any individual engaged by VRS in connection with the delivery of services.

Where provided under the applicable customer agreement, VRS may offer replacement support and service continuity arrangements designed to minimise disruption and support the ongoing delivery of services throughout the engagement.

The customer acknowledges that the ability to provide replacement support, service continuity, and ongoing operational stability requires significant investment by VRS both before and throughout the duration of the engagement. In order to support these commitments, VRS maintains internal recruitment capability, candidate sourcing resources, screening processes, assessment frameworks, onboarding resources, training materials, quality assurance processes, account management functions, success management support, operational oversight, workforce planning activities, knowledge transfer procedures, and service continuity planning mechanisms.

The customer acknowledges that these continuity and replacement arrangements represent a material component of the overall VRS service offering and forms part of the commercial basis upon which pricing, commitment periods, and service terms are established. The costs associated with maintaining these capabilities are incorporated into the agreed pricing structure and are supported by the customer's commitment to the applicable minimum commitment period.

Customers may elect to terminate services at any time by providing written notice in accordance with the requirements of this Policy and any applicable customer agreement.

VRS recognises that customer business requirements, internal priorities, market conditions, growth strategies, operational structures, and commercial circumstances may change over time. Accordingly, customers are not prohibited from terminating services before the completion of the applicable commitment period. However, where termination occurs during an active minimum commitment period, the customer remains responsible for complying with the contractual and commercial obligations associated with that commitment, including any applicable notice requirements and Early Termination Charges.

The customer acknowledges that the agreed minimum commitment period forms a material component of the pricing structure and commercial basis upon which VRS allocates resources, commits service capacity, undertakes onboarding activities, and makes investments specific to the engagement. Early termination does not remove or reduce those investments already made by VRS and therefore may give rise to additional payment obligations as outlined in this Policy.

Where termination occurs following completion of the applicable minimum commitment period, the customer may terminate the engagement in accordance with the standard notice provisions contained within this Policy and any applicable customer agreement. Unless otherwise agreed in writing, all termination requests must be submitted by an authorised representative of the customer and must clearly specify the intended termination date.

Regardless of whether termination occurs during or after the applicable minimum commitment period, customers must provide VRS with a minimum of thirty (30) days written notice of their intention to terminate services.

The notice period is an essential component of the service delivery model and is intended to provide sufficient time for both parties to undertake appropriate planning and transition activities. This may include service continuity planning, customer communications, workforce planning, offboarding activities, documentation updates, knowledge transfer activities, access management, administrative processing, financial reconciliation, transition support, and any other activities reasonably required to conclude the engagement in an orderly and professional manner.

The customer acknowledges that the allocated service capacity remains reserved for the customer throughout the notice period and that normal service fees continue to apply during this time unless otherwise agreed in writing. The provision of notice does not immediately terminate the engagement and does not relieve the customer of any payment obligations that arise during the notice period.

Where a customer elects to terminate services before completion of the applicable minimum commitment period, the thirty (30) day notice period shall apply in addition to any applicable Early Termination Charge. For the avoidance of doubt, providing notice does not reduce, offset, replace, or eliminate any Early Termination Charge that may otherwise be payable under this Policy.

Notice must be submitted in writing by an authorised representative of the customer and will be deemed effective upon receipt and acknowledgement by VRS. VRS reserves the right to request clarification of termination instructions where necessary to ensure an orderly transition and accurate administration of the engagement.

The minimum commitment period forms a material component of the commercial agreement between the customer and VRS.

Where a customer elects to terminate services before completing the applicable minimum commitment period, VRS may incur losses associated with unrecovered onboarding costs, reserved service capacity, operational planning commitments, recruitment expenditure, training expenditure, account management activities, success management activities, replacement planning, and other resources allocated specifically for the benefit of the customer.

The customer further acknowledges that these costs and commitments are incurred in reliance upon the customer's agreement to the applicable minimum commitment period.

Accordingly, where a customer chooses to terminate services before completing the agreed commitment period, an Early Termination Charge may apply in accordance with this Policy. The Early Termination Charge is intended to provide a reasonable commercial mechanism for addressing the costs and commitments incurred by VRS and is not intended to operate as a penalty.

VRS recognises that customer requirements may evolve over time. Accordingly, customers may elect to move to a different service plan upon completion of their existing commitment period.

This may include moving from a Launch Plan to a Scale Plan, moving from a Scale Plan to a Partner Plan, moving directly from a Launch Plan to a Partner Plan, increasing service capacity, modifying service scope, or entering into a new commercial arrangement that better reflects the customer's operational requirements. Example:

• moving from a 3-month plan to a 6-month plan;
• moving from a 6-month plan to a 12-month plan;
• moving from a 3-month plan directly to a 12-month plan; or
• changing service scope and entering a new commercial arrangement.

Any change to a service plan, pricing structure, commitment period, service scope, or related commercial arrangement must be documented through a new Statement of Work, amended Service Agreement, revised Proposal, Order Form, or other written agreement executed by authorised representatives of both parties.

Any revised pricing, commitment period, or service terms shall take effect from the date specified in the applicable agreement. Until such time, the existing service arrangement shall remain in force.

VRS reserves the right to suspend, restrict, or terminate services where permitted under the applicable customer agreement or where VRS reasonably determines that continuation of the engagement is no longer commercially viable, operationally practical, legally permissible, or consistent with its policies and business standards.

Circumstances that may justify suspension or termination include, but are not limited to, non-payment of fees, repeated late payment, unlawful conduct, misuse of services, breaches of confidentiality obligations, security incidents, regulatory concerns, abusive or inappropriate behaviour, material breaches of contractual obligations, conduct that places VRS personnel at risk, or any other circumstance that materially impacts VRS's ability to deliver services effectively.

Where reasonably practicable, VRS will seek to provide advance notice and an opportunity to remedy the issue before exercising its termination rights. However, VRS reserves the right to terminate immediately where the circumstances reasonably justify urgent action.

Termination, expiration, suspension, or non-renewal of services does not affect any rights, obligations, liabilities, or payment responsibilities that accrued prior to the effective termination date.

The customer remains responsible for payment of all outstanding invoices, accrued service fees, fees incurred during the applicable notice period, approved expenses, taxes, charges, applicable Early Termination Charges, and any other amounts properly payable under the applicable agreement.

All amounts outstanding at the time of termination shall remain immediately due and payable in accordance with the agreed payment terms. VRS reserves all rights available to recover unpaid amounts, including the recovery of reasonable collection costs, legal costs, interest, and related expenses where permitted by law.

Except where required by applicable law or expressly agreed in writing by VRS, all fees paid to VRS are non-refundable.

This reflects the substantial investment made by VRS in connection with each engagement, including recruitment activities, onboarding activities, workforce planning, service continuity arrangements, operational support, account management, success management, quality assurance processes, and other preparation undertaken before and throughout service delivery.

Refunds will generally not be provided for unused service capacity, partially utilised service periods, customer delays, internal customer decisions, changes in business circumstances, reduced workload, pauses in activity, onboarding delays, changes in customer priorities, or voluntary termination by the customer.

The customer's decision not to utilise available service capacity does not create any entitlement to a refund, credit, offset, or reduction in fees.

VRS recognises that exceptional situations may occasionally arise which warrant consideration outside the standard provisions of this Policy.

Accordingly, VRS reserves the right, in its sole discretion, to waive, reduce, defer, restructure, or otherwise modify any Early Termination Charge, notice requirement, payment obligation, or related commercial provision where it considers it appropriate to do so.

Factors that may be considered include the length of the customer relationship, historical commitment levels, commercial circumstances, operational considerations, force majeure events, significant business disruptions, genuine hardship situations, or other circumstances considered relevant by VRS.

Any concession, waiver, modification, or alternative arrangement granted by VRS shall be entirely discretionary, shall not constitute a waiver of any future rights, and shall not create any precedent or expectation that similar treatment will be provided in future circumstances.

Any variation to the provisions of this Policy must be confirmed in writing by an authorised representative of VRS before it becomes effective.

This Policy may be reviewed, updated, amended, replaced, or supplemented periodically to reflect changes in business operations, pricing structures, service models, legal requirements, or commercial practices.

Questions regarding this Policy may be directed to:

Virtual Recruitment Solutions

• Email: legal@virtualrecruitment.solutions

• Website: virtualrecruitment.solutions

This Policy should be read together with the applicable Service Agreement, Statement of Work, Proposal, Order Form, and other contractual documents governing the relationship between VRS and the customer.