Master Subscription Agreement

Subscribe-HR Application

SUBSCRIBE-SOFTWARE PTY LTD (ABN: 86132590277) TERMS OF USE:

BY LOGIN ON USING YOUR EMAIL AND PASSWORD, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF “SUBSCRIBE-HR” ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

WELCOME TO SUBSCRIBE-HR

 

As part of the Service, Subscribe-HR will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Subscribe-HR website incorporated by reference herein, including but not limited to Subscribe-HR privacy and security policies.

The Service is offered in “Modules/Solutions”:

  • Core-HR (Human Resource)
  • e-Recruitment (including online Recruitment Portal and Jobs Board)
  • Self-Service
  • Performance
  • Developer
  • Integration
  • Workflow
  • Reporting
  • SHaRe
  • IDE

***Please see our website for feature differences between the various modules.

1) Privacy and Security

Subscribe-HRs' privacy and security policies may be viewed at www.subscribe-hr.com.au. Subscribe-HR reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Subscribe-HR occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.

2) Licence Grant and Restrictions

Subscribe-HR hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Subscribe-HR and its licensors.

 

You may not access the Service if you are

  1. a direct competitor of Subscribe-HR
  2. have affiliations with a direct competitor or
  3. have a financial interest with a direct competitor

 except with Subscribe-HR's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

Direct competitors include but are not limited to:

  • Companies offering payroll services.
  • Companies offering HR and Time and Attendance modules.

You shall not (i) License, sub-license, sell, resell (unless authorised), transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User Licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorised access to the Service or its related systems or networks. Subscribe-HR reserves the right to limit the number of API calls made per user per day to prevent abuse of service.


3) Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Subscribe-HR immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Subscribe-HR immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Subscribe-HR user or provide false identity information to gain access to or use the Service.

4) Account and Information

Subscribe-HR does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Subscribe-HR, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Subscribe-HR shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Subscribe-HR will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Subscribe-HR reserves the right to withhold, remove and/or discard Customer Data with 30 days notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Subscribe-HR shall have no obligation to maintain or forward any Customer Data unless it is specifically requested by you in writing.

5) Intellectual Property and Ownership

Subscribe-HR alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the “Subscribe-HR Technology”, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Subscribe-HR Technology or the Intellectual Property Rights owned by Subscribe-HR. The Subscribe-HR name, the Subscribe-HR logo, and the product names associated with the Service are trademarks of Subscribe-HR or third parties, and no right or License is granted to use them.

6) Backups

Backups are performed on a daily basis. Subscribe-HR performs 3 Back-up processes each day. Data is backed up and stored off-site in a specialised secure, data warehouse facility. Data is also backed up onsite in our Tier-3 Data Facility. Data is also securely backed up onsite at the Subscribe-HR Head office.

7) Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Subscribe-HR and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Subscribe-HR does not endorse any sites on the Internet that are linked through the Service. Subscribe-HR provides these links to you only as a matter of convenience, and in no event shall Subscribe-HR or its licensors be responsible for any content, products, or other materials on or available from such sites. Subscribe-HR provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different License or other terms prior to your use of or access to such software, hardware or services.

8) Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The Charges and Fees may include Subscription (For Active and Inactive Employee), Support, Set-up and Disk Space. All fees and charges will start on the “effective date” this agreement was entered. Subscription and Support payments must be made Annually in advance unless otherwise mutually agreed upon in an Order. Implementation and Setup fees are also payable in advance. The setup fees are an estimate only and are subject to variation. All payment obligations are non-cancellable and all amounts paid are non-refundable. You are responsible for paying for all “ User Licences” “Administrator User Licenses” and active and inactive employee record fees and ordered for the entire License Term, whether or not such User Licenses are actively used. Payment of the subscription fees entitles you to up to 10 Administrator licences. You must provide Subscribe-HR with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorised License Administrator may add Licenses by executing an additional written Order Form. Added Licenses will be subject to the following: (i) added Licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the License fee for the added Licenses will then be concurrent, to the applicable License fee; and (iii) Licenses added in the middle of a billing month will be charged in full for that billing month. Subscribe-HR reserves the right to modify its fees and charges over and above ACPI (Australian Consumer Price Index) and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. Any such proposed increases will be negotiated between the parties. All pricing terms are confidential, and you agree not to disclose them to any third party. Charges are calculated based on employee numbers (Records) for both active and inactive employees. Price increases occur when employee bands are crossed if quoted on that basis. All subscription fees will be subject to annual ACPI (Australian Consumer Price Index) variations, as published by the Australian Bureau of Statistics, on the first anniversary of the subscription and on every anniversary thereafter. Subscribe-HR reserves the right to levy additional support fees (up to a maximum of $1.00/employee/month) if customisation requested leads to additional support being required. This will be negotiated at the time the customisation is requested and agreed by the parties.

9) Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is 1 GB. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Subscribe-HR will use reasonable efforts to notify you when the average storage per system reaches approximately 85% of the maximum; however, any failure by Subscribe-HR to notify you shall not affect your responsibility for such additional storage charges. Subscribe-HR reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. Additional Storage space can be purchased at a rate of 1GB = $5.00 AUD per month. In order to optimise data storage we will only keep emails generated by the system for up to 6 months. Emails older than 6 months will be archived. Retrieval of archived emails may attract costs. These will be determined on a case by case base to a maximum $ 2,000.00 per case. Data deleted by administrators may require technical support to retrieve and may attract a cost depending on the extent of the deletion(s). The cost will be determined and quoted for on a case by case basis.

10) Billing and Renewal

Subscribe-HR charges and collects in advance for use of the Service. Subscribe-HR will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User Licenses times the License fee in effect during the prior term, unless Subscribe-HR has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Subscribe-HR's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. (All prices are exclusive of GST).

You agree to provide Subscribe-HR with complete and accurate billing and contact information. You will be invoiced for both active and non-active employees at the rate defined in the order form signed by you. The information on active and non-active employees as well and disk space usage will be available in the billing module of the system. This will be the source of truth for that information and it will be used for invoice purposes. Dummy employee set up by administrators for the purpose of testing some of the functionality of the system will be excluded from those numbers and not invoiced. A snap-shot report will be generated by the system on a monthly basis and will be available to your administrators for viewing in the system.

If you subscribe to the recruitment module only will need to provide active employee numbers on quarterly basis to Subscribe-HR. These numbers will be used for invoice purposes. The numbers must be correct and verifiable. Subscribe-HR reserves the right to request payroll reports to verify those numbers. Any fraudulent activity will be treated seriously.

You are the owner of the data in the system. It is your sole responsibility to manage the data in the system. Subscribe-HR will not delete any data under any circumstances except to purge the data if the agreement is terminated.

If data is deleted accidently by you, Subscribe-HR must be informed in writing immediately the event has occurred. The retrieval of the data will require a signed service order. The cost of retrieval will range between 2 hours and 1 day at the hourly rate specified in the initial signed order form and/or defined in the pricing document.

You agree to provide Subscribe-HR with complete and accurate billing and contact information. This information includes your legal company name, ABN for “Australian Customers”, street address, e-mail address, and name and telephone number of an authorised billing contact and License Administrator. You agree to update this information within 30 days of any change to it.

If the contact information you have provided is false or fraudulent, Subscribe-HR reserves the right to terminate your access to the Service in addition to any other legal remedies. Unless Subscribe-HR in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the Australia will be billed in Australian dollars and subject to Australian payment terms and pricing schemes ("Australian Customers"); (ii) entities with headquarters and a majority of users resident in the US will be billed in US Dollars and (iii) all other entities will be billed in Euros or local currency and be subject to either Australian or non-Australian payment terms and pricing schemes at the discretion of Subscribe-HR.

If you believe your bill is incorrect, you must contact us in writing within 15 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

11) Non-Payment and Suspension

In addition to any other rights granted to Subscribe-HR herein, Subscribe-HR reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). You will continue to be charged for User Licenses during any period of suspension. If you or Subscribe-HR initiates termination of this Agreement, you will be obligated to pay the balance due on your account. Subscribe-HR reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Subscribe-HR has no obligation to retain Customer Data and that such “Customer Data” may be irretrievably deleted and/or your system automatically deactivated if your account is 30 days or more delinquent.

12) Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the “Effective Date” including the payment for the services you have agreed to proceed with in the order form. For all Modules you have subscribe for, the Initial Term will be for 12 months minimum or as otherwise mutually agreed upon in an “Order Form”, commencing on the “effective date” or you agree to pay for the Service by or on the start date of the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Subscribe-HRs then current fees. Either party may terminate this Agreement or reduce the number of Licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least ninety (90) days prior to the date of the invoice for the following term when the initial term is quarterly. If the Initial Term is annual 90 days notice is required prior to the anniversary date of the subscription. Once the initial term has expired 90 days notice is required to terminate the agreement unless otherwise agreed in writing. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Subscribe-HR will make available to you a file of the “Customer Data” within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Subscribe-HR has no obligation to retain the “Customer Data”, and may delete such “Customer Data”, more than 30 days after termination. You agree and acknowledge that Subscribe-HR has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

13) Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Subscribe-HR represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Subscribe-HR help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

14) Mutual Indemnification

You shall indemnify and hold Subscribe-HR, its licensors and each such party's parent organisations, subsidiaries, affiliates, officers, directors, employees, lawyers and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Subscribe-HR

(a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Subscribe-HR of all liability and such settlement does not affect Subscribe-HR business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. Subscribe-HR shall indemnify and hold you and your parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses

(including legal' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, an Australian patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Subscribe-HR of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Subscribe-HR; provided that you (a) promptly give written notice of the claim to Subscribe-HR; (b) give Subscribe-HR sole control of the defence and settlement of the claim (provided that Subscribe-HR may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Subscribe-HR all available information and assistance; and (d) have not compromised or settled such claim. Subscribe-HR shall have no indemnification obligation, and you shall indemnify Subscribe-HR pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

15) Disclaimer and Warranties

SUBSCRIBE-HR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SUBSCRIBE-HR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SUBSCRIBE-HR AND ITS LICENSORS.

16) Internet Delays

SUBSCRIBE-HR'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SUBSCRIBE-HR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

17) Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18) Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19) Local Laws and Export Control

Subscribe-HR and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the Australia, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to Australian law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorised by the Australian, United States government or appropriate European body for such purposes.

20) Notice

Subscribe-HR may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Subscribe-HR account information, or by written communication sent by first class mail or pre-paid post to your address on record in Subscribe-HR account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Subscribe-HR (such notice shall be deemed given when received by Subscribe-HR) at any time by any of the following: letter sent by confirmed facsimile to Subscribe-HR at the following fax numbers (whichever is appropriate): 1300 543 544 for customers in Australia or [email protected] for those outside Australia.

21) Modification of Terms

Subscribe-HR reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service with 30 days notice.

22) Dispute Resolution

Should a dispute between the parties arise, the following procedures will be followed:

  1. Contact the other party to outline the issue and their concerns.
  2. Set up a meeting with the other party to discuss the issue.
  3. At the meeting both parties need to outline their position.
  4. Each party will endeavour to work in a co-operative way to resolve the issue.
  5. Should the parties fail to agree at the meeting about how to resolve the issue a 30-day cooling off period will apply. During that period the parties may still communicate with each other and continue to work with each other to complete projects started.
  6. The parties may appoint a mediator acceptable to both parties to assist in resolving the dispute

23) Juristiction

This agreement is governed by and will be construed in accordance with the laws of New South Wales and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.

24) Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Subscribe-HR but may be assigned by Subscribe-HR with a 90 day prior notice to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any such assignment will not be unreasonably withheld. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Subscribe-HR directly or indirectly owning or controlling 50% or more of you shall entitle Subscribe-HR to terminate this Agreement for cause immediately.

25) General

No text or information set forth on any other purchase order, pre-printed form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Subscribe-HR as a result of this agreement or use of the Service. The failure of Subscribe-HR to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Subscribe-HR in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Subscribe-HR and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

26) Applications

Subscribe-HR releases Applications (APPS) into the system. Each APP can be customised by each customer based on specific requirements. This customisation can be done by the customer or Subscribe-HR using the Subscribe-HR IDE tool (JavaScript). If any customisation is performed the APP will then not have any standard releases / updates overlayed within the APP. If you customise your APP it will be tagged as such, and thus will not receive new updates. If you require a new standard feature within the specific APP, it may conflict with your customisation. Subscribe-HR reserves the right to charge for the update to be performed to ensure conflicts are resolved. A quote will be provided for this work and will require a Service Order to be signed. If you choose to take the update and overlay it without performing the relevant testing, Subscribe-HR does not take any responsibility for the performance of the APP and its impact on the system. Please note: Standard Code is updated by Subscribe-HR and will not be affected by APP Releases.

27) Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

"Agreement" means these online terms of use, any Order Forms and any materials available on the Subscribe-HR website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Subscribe-HR from time to time in its sole discretion;

 "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data (including Applicant Resumes), information or material provided or submitted by you to the Service in the course of using the Service; All data is stored in Australia and subject to Australian Laws.

"Effective Date" means the earlier of the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service or the date you confirm verbally or in writing by signing a service order that you want to proceed with the subscription;

"Initial Term" means the initial period during which you are obligated to pay for the Service equal to 12 months or otherwise agreed in writing.

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“Modules/Solutions” The Subscribe-HR Software is offered in different modules/solutions. Customers may subscribe to one or more module. Customers will only pay for the modules/solutions for which they subscribe and which appear on the invoice for payment. If modules/solutions are bundled in the pricing and a discount is offered on list price as published from time to time on our web site, unsubscribing to one module will revert to full price of the remaining modules or module.

"Super User(s)" means those Users designated by you who are authorised to purchase Licenses or additional modules by executing written Order Forms and to create User accounts and otherwise administer your use of the Service;

 "License Term(s)" means the period(s) during which a specified number of Users are Licensed to use the Service pursuant to the Order Form(s);

"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of Licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this

Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

" Subscribe-HR " means collectively Subscribe-Software Pty Ltd ABN: 86 132 590 277 and its’ subsidiaries, having its principal place of business at “Gold Fields House. Level 1, 1 Alfred Street, Sydney NSW 2000;

" Subscribe-HR Technology" means all of Subscribe-HR proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Subscribe-HR in providing the Service;

"Service(s)" means the specific edition of Subscribe-HR services identified during the ordering process, developed, operated, and maintained by Subscribe-HR, accessible via www.subscribe-hr.com.au or www.subscribe-hr.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Subscribe-HR, to which you are being granted access under this Agreement, including the Subscribe-HR Technology and the Content;

"User(s)" means your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by www.subscribe-hr.com.au or www.subscribe-hr.com at your request)

“Administrator User(s)” Means users who have the permissions to administer the system.

“Fee(s)” means dollar amounts paid by the customer for Subscription, Support and Setup in the order form provided in an email with the Master Agreement to be executed;

“Service Level agreement” or “SLA” Means the document that relates to how Support will be provided. The SLA appears as an attachment to the Master Licence agreement.

“General Service Provision Agreement” means the document that relates to how the services will be provided. This includes fees, charges and terms.

28) Support

Support issues will be managed in accordance with the SLA

 

Request a Demo