END USER LICENCE AGREEMENT

 

  1. Acceptance

    1. Careerbase Pty Ltd (ABN 96 640 401 565) (we, us or our) owns Careerbase. These Terms are entered into between you and us, together the Parties and each a Party.

    2. Where you are invited by the Account Holder to use the Careerbase as part of the Account Holder’s Authorised Employees, these Terms set out the terms and conditions upon which we agree to grant you, as the Account Holder’s Authorised Employee, a right to use Careerbase, and provide any other services to you as set out in these Terms. Your use of Careerbase will be subject to the Account Holder complying with the terms of the Account Holder Terms and Conditions and any privileges and permissions they grant to you.

    3. You accept these Terms by clicking a box indicating your acceptance.

    4. If you are using Careerbase as the Account Holder (or the Account Holder’s Authorised Employees), in addition to these Terms, the Account Holder Terms and Conditions will govern your access and use of Careerbase. To the extent of any ambiguity or inconsistency, the Account Holder Terms and Conditions will take precedence over these Terms.

  2. Licence

    1. In consideration of the payment of the Fee in respect of Careerbase by the Account Holder, and for your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use Careerbase (Licence).

  3. Access

    1. The Account Holder will provide you with access to Careerbase. You will have access to Careerbase as determined by the Account Holder and the Account Holder Terms and Conditions (including the number of Authorised Employees that may access Careerbase).

    2. You must ensure that any information you provide to us, or we request from you, is complete and accurate and you are authorised to provide this information to us.

  4. Bookings

    1. You understand and agree that we only make available Careerbase to the Account Holder’s Authorised Employees. As an Authorised Employee, you may send a request for People Development Services to a Service Provider, and such a request is an offer sent by you, on behalf of the Account Holder, for the Account Holder to purchase the People Development Services from the Service Provider or us (Order Request). If a Service Provider accepts an Order Request, which if applicable, the Service Provider may do on behalf of us, this will become a booking (Booking).

    2. If the Account Holder does not purchase the People Development Services from us, we are not a party to the agreement entered into between the Account Holder and a Service Provider.

    3. You agree that you and the Service Provider may agree on additional terms and conditions for the People Development Services, and if you and the Service Provider agree on additional terms and conditions, you agree that your agreement to such additional terms and conditions, is on behalf of the Account Holder, and if applicable, the Service Provider on behalf of us, and the Account Holder will be bound to such agreed additional terms and conditions.

    4. Your access to People Development Services, will be limited to the amount of the Sponsorship Budget allocated to you by the Account Holder.

    5. If the Account Holder does not purchase the People Development Services from us, the refund of any People Development Services is a matter between you, the Account Holder and the Service Provider.

    6. We use our commercial reasonable endeavours to review Service Providers prior to their access and placement on Careerbase, however, you agree to determine the suitability of a Service Provider prior to sending an Order Request.

  5. Reviews

    1. You may review your experience with Services Providers on Careerbase, including the People Development Services (Review).

    2. You agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

    3. You can write a Review about a Service Provider if you have had an experience with that Service Provider, which means that (1) you have engaged the Service Provider through Careerbase; or (2) you can otherwise document your interaction with the Service Provider in relation to Careerbase, including via correspondence.

  6. Restrictions on Use

    1. You must not access or use Careerbase except as permitted by the Licence and you must not (and must not permit any other person to) use Careerbase in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property Rights, including to:

      1. use Careerbase to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, unwanted, misleading or deceptive;

      2. use Careerbase in any way that damages, interferes with or interrupts the supply of Careerbase;

      3. use Careerbase in any way that breaches any applicable Laws or infringes any person’s rights, including Intellectual Property Rights (and privacy rights);

      4. introduce malicious programs into our hardware and software or systems, including viruses and malware through any channel;

      5. carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

      6. use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of Careerbase; or

      7. circumvent user authentication or security of Careerbase, networks, accounts or hosts or those of our other users.

  1. Third Party Inputs

    1. You acknowledge and agree that:

      1. the provision of the Careerbase may be contingent on, or impacted by, the Account Holder’s website, third parties, our hosting service provider, any third party integrations accessed through Careerbase, other customers’ use of our services, suppliers and other subcontractors (Third Party Inputs); and

      2. despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of these Terms or law, if such default or breach was caused or contributed to by any Third Party Inputs.

    1. You acknowledge that Careerbase may involve or concern functionalities or features that may interface or interoperate with third party software or services. To the extent that you choose to use such functionality, you, or the Account Holder are responsible for the purchase of, the requirements and the licensing obligations, related to those Third Party Inputs, including third party software and services. It is your responsibility to ensure the requirements are met in order for you to benefit from the specific functionality made available to you.

    2. This clause 7 will survive the termination or expiry of these Terms.

  1. Warranties

    1. You may have certain rights under the Australian Consumer Law in relation to Careerbase . Please contact us for further information. This clause is subject to any rights you might have under the Australian Consumer Law. Careerbase is provided to you on an “as is”, and “as available” basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability, fitness for a particular purpose, or title. We will not be liable for delays, interruptions, service failures and other problems inherent with the use of the internet and electronic communications or other systems outside of our reasonable control. To the maximum extent permitted by law, we do not make any representation, warranty or guarantee that:

      1. the use of Careerbase will be secure, timely, uninterrupted or error-free;

      2. Careerbase will operate in combination with any other hardware, software, system, or data;

      3. Careerbase will meet your requirements or expectations;

      4. errors or defects will be corrected; or

      5. Careerbase is free of viruses or other harmful components.

    1. You warrant and agree that you will use Careerbase in accordance with these Terms.

  1. Intellectual Property

    1. All Intellectual Property Rights in Careerbase and that Intellectual Property developed, adapted, modified or created by us or our officers, employees, contractors, sub-contractors or agents including in connection with these Terms and Careerbase, is and will remain owned exclusively by us or our third party service providers or licensors.

    2. You must not, without our prior written consent:

      1. copy or use, in whole or in part, any of our Intellectual Property;

      2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;

      3. reverse assemble, reverse engineer, reverse compile or enhance Careerbase;

      4. breach any Intellectual Property Rights connected with Careerbase, including altering or modifying any of our Intellectual Property;

      5. cause any of any of our Intellectual Property to be framed or embedded in another website (other than the Account Holder’s if you are acting on behalf of the Account Holder);

      6. create derivative works from any of our Intellectual Property;

      7. resell, assign or transfer Careerbase or access to Careerbase;

      8. “frame”, “mirror” or serve any of Careerbase on any web server or other computer server over the Internet or any other network; or

      9. alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to Careerbase.

    1. This clause 9 will survive termination or expiry of these Terms.

  1. Our liability

    1. Subject to any rights you might have under the Australian Consumer Law, you agree that we are providing you access to the Careerbase for no consideration or benefit as such, we exclude all Liability arising from or in connection with these Terms.

    2. Subject to clause 10.1, despite anything to the contrary, to the maximum extent permitted by law:

      1. we will not be liable for Consequential Loss;

      2. a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party, including a failure to mitigate; and

      3. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us paying you $100.

    1. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

      1. failure or delay in providing Careerbase;

      2. breach of these Terms or any Laws by you, the Account Holder or any other user;

      3. loss of, or damage to, any property or any injury to or loss to any person;

      4. the Computing Environment;

      5. your acts or omissions;

      6. any use or application of Careerbase by a person or entity other than you, or other than as reasonably contemplated by these Terms;

      7. any Third Party Inputs;

      8. Careerbase being unavailable, or any delay in us providing Careerbase to you, for whatever reason; and/or

      9. any event outside of our reasonable control.

    1. To the maximum extent permitted by law, you indemnify and continue to indemnify us against all Liability we suffer or incur arising from or as a consequence of a breach of clause 9 (Intellectual Property) and/or your use of Careerbase contrary to these Terms.

    2. You acknowledge and agree that:

      1. you are responsible for your use of Careerbase;

      2. you use Careerbase at your own risk;

      3. the technical processing and transmission of Careerbase may be transferred unencrypted and involve:

        1. transmissions over various networks; and

        2. changes to conform and adapt to technical requirements of connecting networks or devices;

        3. we may use third-party service providers to assist in transmitting or hosting Careerbase. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without liability;

        4. Careerbase may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;

        5. any Third Party Inputs and/or reliance on these Third Party Inputs, for example reliance on any data from third parties; and

        6. we do not guarantee that any file or program available for download and/or execution from or via Careerbase is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used we are not responsible for any corruption or loss of any data if such corruption or loss is due to an act or omission by you.

    1. This clause 10 will survive the termination or expiry of these Terms.

  1. General

    1. Changes to the Careerbase: You agree that we may make changes to Careerbase in accordance with the Account Holder Terms and Conditions. If you have any concerns about any such changes, you should speak to the Account Holder.

    2. Changes to the Terms: We may amend these Terms at any time, by providing written notice to you. By continuing to use Careerbase, you agree to the amended terms.

    3. Entire agreement: These Terms contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

    4. Governing law: These Terms are governed by the laws of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

  2. Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Terms, and:

Account Holder means the primary account holder, our customer.

Account Holder Terms and Conditions means the terms and conditions we entered into with the Account Holder in relation to our provision of Careerbase to the Account Holder.

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

Authorised Employees means the number of employees of the Account Holder which we agree to allow access to Careerbase, as set out in the Account Holder Terms and Conditions.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Fee means the fee set out in the Account Holder Terms and Conditions.

Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of Careerbase.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

People Development Services means the services available from Services Providers on Careerbase.

Service Provider means a service provider registered on Careerbase to provide People Development Services.

Sponsorship Budget means the amount of credits available to Authorised Employees for orders of People Development Services.

Terms means this End User Licence Agreement and any terms agreed under it and any documents attached to, or referred to in them.

Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of Careerbase may be contingent on, or impacted by;

You means you as the user or viewer of Careerbase.

 

For any questions and notices, please contact us at:

 

Careerbase Pty Ltd (ABN 96 640 401 565)

Address: Level 12, 10 Carrington St. Sydney, NSW

Email: dan@careerbase.co

Last update: 3 September 2021