1. PURPOSE OF THIS DOCUMENT
1.1 This document concerns the right of relevant persons to use myHRexperts.
1.2 myHRexperts provides you with access via a Platform to a comprehensive library of customisable documents, videos, elearning courses and other resources. Rights of access and use depend upon the level of membership and rights granted to you.
1.3 This document comprises product and services conditions for the purposes of the Platform Access Conditions.
2.1 We do our best to ensure that the Know How is updated regularly. However, because the legal environment is continually changing, we do not make any representation or warranty that the Know-How will be reliable, accurate or complete, nor do we accept any responsibility arising in any way from errors or omissions and we make no commitment to update the Know-How.
2.2 Certain Know-How may include materials from third parties. You agree that we are not responsible for examining or evaluating the Know-How and we do not warrant its accuracy. To the full extent permitted by law, we will not be liable or responsible for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or breach the rights of any other party and that we are not in any way responsible for any such use by you.
2.3 You acknowledge that the Know-How includes archived information and resources, which may be incorrect or out-of-date from time to time.
3. AUTHORITY AND LICENCE
3.1 We authorise you and your Authorised Users to use the Know-How for the Term from the Commencement Date for which you agree to pay us the Membership Fee.
3.2 This authority and licence starts on the Commencement Date and ends:
3.2.1 if the Term expires without you agreeing to renew this Membership on the terms and upon payment of the relevant Membership Fee for an extended period then applicable; or
3.2.2 if this Membership is terminated pursuant to clause 13 (Termination).
Rights of use
3.3 You may during the Term (subject to any applicable constraints or restrictions, e.g. during a trial period) search, view, copy, download, customise (including enter employee or other details into the documents available to you on the Platform under your relevant Membership) and print out material containing Know-How for your own business purposes but only with respect to the relationship between your business and its employees, or the relationship between your business and persons who provide services to your business, provided you do not remove any copyright, attribution or trade mark notices contained on the material;
3.4 For the period stated in clause 3.2 and in consideration for your full payment of our Membership Fees in accordance with clause 6, we grant you a revocable, non-exclusive, non-transferable right to access (subject to the Platform Access Conditions) and use myHRexperts through our relevant Platforms and to use the Software (to the extent necessary to benefit from the related relevant functionality of myHRexperts) only for the Permitted Purpose and subject to the terms of this Membership.
Restrictions on use
3.5 You must not do or permit the following:
3.5.1 modify, copy, enhance, adapt or merge the Software with other software or otherwise use the Software other than expressly allowed by this Membership or with our prior written consent;
3.5.2 assign or transfer any of your rights under this Membership or grant sub-licences of any of your rights under this Membership (including without limitation to clients, customers, third parties or any other person);
3.5.3 permit or assist a third party to use the Know-How or Software or provide it to a third party directly or indirectly;
3.5.4 duplicate, modify, adapt, disclose or distribute any portion of the Software;
3.5.5 reverse engineer or decompile the Software or any part of it, except where permitted by law;
3.5.6 create or attempt to create the source code or any part of it from the Software or from any other information, except where permitted by law;
3.5.7 use or permit the use of the Software to provide any form of bureau service, third party training or for similar activities;
3.5.8 exploit the Know-How or Software other than as expressly permitted by this Membership;
3.5.9 reproduce any Know How or associated materials (including reproductions, or derivative works) on your or any other person’s website, platform or similar location;
3.5.10 distribute, disclose, market, rent, lease to any third party any portion of the Know-How or Software;
3.5.11 publish the results of Software performance benchmarks to any third party without the Licensor’s prior written consent; or
3.5.12 attempt to create any know-how or software which has features or functionality the same as or similar to the features and functionality of the Know-How and Software.
3.6 Except where a particular membership package offered to our members requires no payment (but subject to compliance with the terms of the membership package) or if you have been granted a fee free trial or evaluation period, in no circumstances may you use the Services if you have not paid in full for the relevant Services by credit card directly to us via the Platform or been issued an invoice or receipt by us for myHRexperts.
4. YOUR OBLIGATIONS
4.1.1 copy, print out or otherwise reproduce any Know-How nor any material relating to part of the Services, except as permitted under this Membership or authorised by us in writing;
4.1.2 make any part of the Know-How or of the Services available to anyone, except as permitted under the Membership or authorised by us in writing;
4.1.3 subject to clauses 3.3 and 12, alter any part of the Know-How or Services;
4.1.4 subject to clause 3.3, reproduce the Know-How in any material form;
4.1.5 subject to clause 3.3, distribute the Know-How in any material form;
4.1.6 subject to clause 3.3, re-transmit of the Know-How by any medium of communication;
4.1.7 upload and/or repost the Know-How to any other site or location on the world wide web, or any on-line service or bulletin board; or
4.1.8 “frame” the material on the Platforms with other material on any other website or location, on-line service or bulletin board.
4.2 You will ensure that nobody other than an Authorised User accesses the Know-How or Services using accounts created with your username and password.
4.3 You are solely responsible for the appropriate use and adaption of our Know-How for your own use.
4.4 You must inform all users that the Services are not legal advice nor a substitute for it.
4.5 You are responsible for configuring your own information technology, computer programs and platforms in order to access the Services.
4.6 You must:
4.6.1 protect the Know-How and Software from misuse, damage, destruction or any unauthorised use;
4.6.2 supervise and control the use of the Know-How and Software in accordance with the terms of this Membership; and
4.6.3 if requested by us, issue a notice to users advising of your obligations under this Membership and requiring those Authorised Users to take any steps necessary to enable you to comply with those obligations.
4.7 You acknowledge that your use of the Services may involve or result in the storage and/or capture by us or our contractors or service providers of data and content that you input, provide or make available.
4.8 This data and content may include data and content which is subject to relevant privacy, data protection and other laws.
4.9 You must ensure that you comply with all laws applicable to the data and content which you input, provide or make available.
4.10 To the greatest extent permissible by applicable law, we do not guarantee or warrant that any content or data you may store or access by your use of the Services will not be subject to inadvertent damage, corruption, loss, delayed access or removal and subject to clause 11 we shall not be responsible should such damage, corruption, loss, delayed access or removal occur.
4.11 You understand that by using the Services, you consent and agree to the collection and use of certain information about you and your use of myHRexperts. You further consent and agree that we may collect, use, transmit, process and maintain information related to your account and any devices or computers registered for the purposes of providing the Services.
4.12 Information collected by us when you use the Services may also include technical or diagnostic information related to your use that may be used by us to support, improve and enhance our products and services.
4.14 You agree to indemnify us and keep us indemnified from any loss, liability, damage, claim or expense which we may directly or indirectly suffer or incur in consequence of damage, corruption, loss, delayed access or removal of data or content and in respect of any breach of any law or obligation by you relating to privacy or data protection.
5. USE OF THE PLATFORM
5.1 Notwithstanding any other provision in these terms and conditions, we reserve the right to cancel this Membership or to change, suspend, remove, or disable access to the Platforms, or other materials comprising a part of the Platforms, at any time without notice. In no event will we be liable (subject to clause 11) for making these changes. We may also impose limits on the use of or access to certain or all features or portions of the Platform, in any case and without notice or liability. We may withdraw myHRexperts and prevent its use by you at any time without notice.
5.2 We are not liable for misuse, incorrect or unauthorised access to the Know How or Services by your employees Authorised Users or third parties;
5.3 It is your sole responsibility to ensure you have backed up or saved any materials containing the Know How to the extent you are permitted to do so under your Membership during or after the Term. We will not be obliged to grant you further access to the Platform after your Membership has expired or ceased.
5.4 You will comply in all respects with the Platform Access Conditions from time to time in force.
5.5 If you fail, or we suspect on reasonable grounds that you have failed, to comply with any of the provisions of these terms and conditions, we, at our sole discretion, without notice to you may preclude access to the Platforms (or any part thereof).
5.6 You must provide us with accurate information in response to any of the questions that we ask in connection with myHRexperts. Subject to clause 11, you agree that we are neither responsible nor liable for any such decisions made by you in relation to your use of myHRexperts.
6. FEES PAYABLE
6.1 You shall pay to us all Membership Fees when required.
6.2 In the event that any payment is not received by us within the specified time period, we shall be entitled to withhold any Services, including collateral services, and suspend licensing rights granted under this Membership until such payment is received.
6.3 In the event that any payment by you is not made when due and payable to us, interest on any unpaid amount shall accrue at the rate of 1% per month (12% per annum) during the period of non-payment, or such lower rate as may be the maximum rate permitted under applicable law.
7. SOURCE CODE
Nothing in this Membership gives you any rights in, or to view, the source code of the Software.
We are not required to provide any support services in respect of or to update or provide new releases of myHRexperts. We are not required to ensure or maintain any compatibility with any particular hardware or software. myHRexperts is provided as an “as is” service.
9. AUDIT RIGHTS
9.1 You must keep a record of the use of myHRexperts and any permitted disclosure of the Know-How (subject to preserving rights of client confidentiality) and provide a copy of the relevant records to us if we request.
9.2 On request by us, you must verify to us in writing that myHRexperts has been used by you in accordance with this Membership.
9.3 We must conduct any audit during regular business hours.
9.4 You must at your cost, assist us in connection with any audit.
9.5 The rights of audit extend to inspecting your files, computer processors, equipment and facilities (including those of your Related Bodies Corporate) wherever situated and you grant us all rights of access as may be required or appropriate to give effect this the provisions of this clause 9.
9.6 If, following an audit we reasonably determine that an additional or further or revised Membership to use myHRexperts is required, you agree to pay us for such licence to use as may be appropriate for your actual use of the Software, together with the costs of the audit. We will invoice you accordingly.
10. WARRANTIES + REPRESENTATIONS
10.1 We give you no warranty that the Services and our means of delivering them are compatible with your software or computer configuration.
10.2 Subject to the provisions of this Membership, we warrant that your use of the Services will not infringe upon any person’s Intellectual Property Rights.
10.3 We do not (subject to clause 11 and any relevant laws) warrant that:
10.3.1 myHRexperts is error-free or that such errors or defects may be corrected;
10.3.2 use of or performance of myHRexperts will be uninterrupted;
10.3.3 the functions of myHRexperts will operate in combinations selected by you;
10.3.4 the results obtained from myHRexperts will be in accordance with your expectations; or
10.3.5 that myHRexperts will be fit for the particular purpose agreed to between us, or for any other purpose.
10.4 The interpretation of any statement contained in any warranty or representation in this Membership will not be restricted by reference to or inference from any other statement contained in any other warranty or representation.
11. STATUTORY GUARANTEES AND LIMITATION OF LIABILITY
11.1 Certain provisions of the Competition and Consumer Act 2010 (Cth) and State, Territory or Commonwealth laws in Australia, as amended or replaced from time to time (collectively, ACL) provide consumers (as that expression is used in the ACL) and others with certain statutory rights in relation to goods and/or services acquired by those persons (collectively, the consumer guarantees).
11.2 Nothing in this Membership excludes, restricts or modifies or purports to have the effect of excluding, restricting, limiting or modifying any condition, warranty, term or consumer guarantee specified or contemplated by the ACL or our liability under any such condition, warranty, term or guarantee or gives rise to any liability on our part or qualifies our liability in each case to the extent the same is unlawful or not permitted.
11.3 Subject to clauses 11.2 and 11.6, we do not give any guarantee, indemnity or warranty or make any representation of any kind, express or implied, with respect to the supply by us of any goods or services to any person, except as expressly set out in clause 10.2 of this Membership.
11.4 Subject to clauses 11.2 and 11.6, our aggregate liability for breach of or liabilities under or in respect or in connection with this Membership and our duties at law and in equity (however arising) whether in contract, tort (including without limitation negligence), under statute, at common law, under any indemnity or guarantee and on any other basis is limited at our option to:
11.4.1 in the case of goods – the replacement of the goods, the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods; or
11.4.2 in the case of services – the supplying of the services again or the payment of the cost of having the services supplied again.
11.5 In no circumstances, but subject to clauses 11.2 and 11.6, will we be liable to you or your successors in title or permitted assignees for any Consequential Loss arising out of, in connection with or relating to the performance, breach, termination or non-observance of this Membership. Consequential Loss means any loss or damage suffered by a party to this Membership as a result of a breach of this Membership that cannot reasonably be considered to arise naturally from that breach. Each Party agrees that loss of profits, revenue, goodwill, bargain, opportunities, loss or corruption of data or loss of anticipated savings however and whenever occurring, will constitute Consequential Loss and none are in the contemplation of the Parties.
11.6 If section 23 of the ACL applies to any provisions in this Membership, any such provision(s) shall be void to the extent it is unfair within the meaning of section 24 of the ACL.
11.7 We are not a law firm. Nothing in the Services or in this Membership shall be construed or relied on as advertising or soliciting to provide any legal services, creating any solicitor-client relationship or providing any legal representation, advice or opinion whatsoever. You should make your own inquiries and take independent professional advice tailored to your specific circumstances prior to making any decisions or using myHRexperts.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 You shall notify us in writing if you become aware of:
12.1.1 any infringement of any of our Intellectual Property Rights;
12.1.2 any defect in the Know-How or Software; or
12.1.3 any material matters that may be of concern us concerning myHRexperts or this Membership which come to your attention.
12.2 You acknowledge our exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to myHRexperts, the Know How and associated materials (whether produced before or during the Term of this Membership) and that any enhancements, Modifications and derivative works, shall at all times be and remain our exclusive property (subject to limited rights of use by Authorised Persons as contemplated by this Membership). Except as expressly provided for in this Membership, nothing set out in this Membership shall be construed as conferring to you or any other person any licence or right, by implication or otherwise, under copyright or other Intellectual Property laws.
12.3 You acknowledge and agree that this Membership does not grant you, a third party (such as a member or client) or any other person or provide you (or a member or client) or any other person with a proprietary interest in any Know-How or materials including those created, modified, adapted, reproduced or derived by you from the myHRexperts Know How and materials pursuant to the terms of this Membership (subject to limited rights of use by relevant persons as contemplated by this Membership) .
12.4 Subject to the provisions of this Membership, all rights, including but not limited to all Intellectual Property Rights related to or arising in respect of or concerning the grant of Memberships, myHRexperts and our business (collectively, Relevant Rights), are expressly reserved to us and you must not use the Relevant Rights without our prior written consent. You shall acquire no Relevant Rights and must not claim ownership of or a right to use any Relevant Rights in any form or manner.
12.5 You must do all acts necessary or convenient to ensure that our proprietary interests in and all Relevant Rights are secured, preserved and protected (and if requested, assigned) for our benefit at all times.
12.6 You must not do anything that will or is likely to damage or diminish the Relevant Rights or the reputation of Harrison Human Resources Pty Ltd or its Affiliated Entities.
13.1 We may terminate this Membership by notice in writing to you if:
13.1.1 you fail to pay any sum payable under or in respect of this Membership, on or before the due date for payment of that sum;
13.1.2 we decide to withdraw the myHRexperts Service;
13.1.3 we end an applicable trial or evaluation period; or
13.1.4 you breach any term of this Membership and you do not remedy the default or breach (if capable of remedy) to our full satisfaction within 10 days after your receipt of a notice from us specifying the relevant breach; and
13.1.5 such termination becomes effective on the date that notice in writing is delivered to you.
13.2 Upon termination of this Membership neither Party will have any further obligations under this Membership other than:
13.2.1 in respect of any liability for antecedent breach; or
13.2.2 any liability in respect of provisions of this Membership which are expressed to continue in full force and effect notwithstanding termination.
13.3 Upon Termination or expiry of this Membership, you must immediately:
13.3.1 cease to use myHRexperts and procure that your employees and clients and any other third parties with access to or rights to use the materials under this Membership cease to use myHRexperts;
13.3.2 cease using the myHRexperts or myHRexperts logo except to the extent that you are required under this Membership to continue to acknowledge ownership of Intellectual Property Rights in the Know How;
13.3.3 destroy all copies of log-in details and passwords; and
13.3.4 promptly take such further steps as we may require to vest in us all our Intellectual Property Rights.
14.1 You may not assign, dispose of or otherwise transfer this Membership or any rights or obligations under this Membership without our prior written permission.
14.2 We may assign, in part or in full, our rights under this Membership or the Membership without your consent.
14.3 Subject to this clause 14, this Membership shall be binding on the Parties and their respective successors and permitted assigns.
15. GOVERNING LAW
This Membership is governed by the laws of Queensland which shall have exclusive jurisdiction with respect to any disputes.
16.1 Personal pronouns: Except where the context otherwise provides or requires:
16.1.1 the terms we, us or our refers to Harrison Human Resources Pty Ltd (or its assignee) as the Licensor; and
16.1.2 the terms you or your refers to the named permitted member of the Services and the person entering into this Membership (rights of access and use only being for its Authorised Users).
In this Membership, unless the context otherwise requires or provides:
Affiliated Entities means Harrison Human Resources Pty Ltd’s subsidiaries, affiliates, associated entities and relevant partners as the case may be or the context requires from time to time.
Authorised Users means any person employed or engaged by you that may in certain circumstances (subject to any relevant conditions or terms) have a right to access the Services.
Collection Notice means our Collection Notice provided in accordance with the Privacy Act 1988 (Cth).
Commencement Date means the date of acceptance by us of an Order Form in respect of the purchase of a Membership being the date you are issued with a valid unique username and password, or as may be applicable, the date when your Membership is renewed or extended.
myHRexperts means the comprehensive library of customisable Know-How and its product (including as may be relevant the Software that facilitates and enables its use) which may from time to time include rights to access various aspects of the standard product known as myHRexperts..
Intellectual Property Rights means all present and future intellectual and industrial property rights (including but not limited to including copyright, registered patent, design, trade marks and confidential information, including know-how and trade secrets) subsisting in any and all media and materials (whether now known or created in the future and including for the purpose of this Membership, reproductions, adaptations, modifications and derivations of Know How), conferred by statute, at common law or in equity and wherever existing.
IT means information technology.
Know-How means know-how provided by us to you by use of the Service (including the product of using myHRexperts) comprising a comprehensive library of customisable documents and all associated materials, including without limitation, any reports, documents, templates, forms, agreements or advices produced in connection with myHRexperts, before or during the Term of this Membership, and any material, methodologies, Software, know-how or procedures notified or provided to you.. The degree and extent of Know-How accessible and related functionality depends upon the particular level of usage rights granted to you.
Membership means the membership granted by us to you to access the Services on the terms and conditions referred to in this document. Further details are available at www.myHRexperts.com.au.
Membership Fees means the membership fees payable from time to time for the use by you of the Services.
Licensor means Harrison Human Resources Pty Ltd or its assignee.
Modification means, in relation to the Software, any adaptation or derivative of the Software within the meaning of the Copyright Act 1968 (Cth).
Harrison Human Resources Pty Ltd means Harrison Human Resources Pty Ltd Limited ABN 26 137 880 598 of 138 Juliette Street, Greenslopes, Brisbane, Queensland 4120.
Order Form means an order form (in which you accept the terms of this Membership) submitted by you (or on your behalf) to us and for these purposes includes an online form accessible via a Platform and any order form or contract for purchase submitted by an authorised distributor or reseller.
Parties means the Licensor and you.
Permitted Purpose means the purpose of accessing and using myHRexperts, to the extent permitted by your relevant Membership level and subject to the terms of this document.
Platform Access Conditions means the terms and conditions of access to the Platforms and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Platforms, as amended from time to time.
Platforms means all or any of the relevant platforms, electronic interfaces and websites that are owned, provided and/or operated from time to time by Harrison Human Resources Pty Ltd or Affiliated Entities, regardless of how those websites are accessed by users (including via the internet, mobile phone or any other device or other means).
Related Bodies Corporate means as defined in the Corporations Act 2001 (Cth).
Services means the use of myHRexperts which comprises access to Know-How, the use of Software via a Platform and any ancillary rights of data storage or other services provided subject to the terms of this document.
Software means the software provided by us or by our suppliers which enables you to use the Services.
Term means, from the Commencement Date, the period specified in the relevant Order Form or if a period is not specified in the Order Form, 12 months. We may agree to provide access for a trial period in which case the relevant period shall apply.