HR Advance Professional Terms + Conditions

1. PURPOSE OF THIS DOCUMENT
 
1.1 This document concerns the right of relevant persons to use HR Advance Professional.
1.2 HR Advance Professional provides you with access via a Platform to a comprehensive library of customisable HR documents. Rights of access and use depend upon the level of licence and rights granted to you.
1.3 This document comprises Product + Services Conditions for the purposes of the Platform Access Conditions.
 
2. KNOW-HOW
 
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2.3 You acknowledge that the Know-How includes archived information and resources, which may be incorrect or out-of-date from time to time.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 + LICENCE
 
Authority
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 Licence Fee.
 
Term
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 Licence on the terms and upon payment of the relevant Licence Fee for an extended period then applicable; or
3.2.2 if this Licence 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):
3.3.1 search, view, copy, download, customise (including enter employee or other details into the documents available to you on the Platform under your relevant Licence) 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;
3.3.2 grant limited access to the Platform to your employees for the purpose of allowing the employee to read your policy documents, download their employment contract and complete an induction (or other such functions included in your Licence to use the Platform from time to time);
3.3.3 the right to store documents during the Term up to a specified gigabyte or terabyte maximum (as the case may be from time to time);
3.3.4 search, view, copy, download, customise (including enter client details), save documents online, reproduce, adapt, modify, produce derivative works and print out material containing Know-How for the purposes of any matter on which you are advising provided you do not remove any copyright, attribution or trade mark notices contained on the material;
3.3.5 make available to clients, potential clients and others copies of materials that contain Know-How on a reasonable, non-systematic basis that is not commercially prejudicial to NSW Business Chamber or its Affiliated Entities, provided you do not remove any copyright, attribution or trade mark notices contained on the material;
3.3.6 grant clients access to the materials that contain Know-How via the ‘drop box’ for the purpose of downloading documents for your reasonable business purposes (subject to this Licence and the Platform Access Conditions).
 
Licence
3.4 For the period stated in clause 3.2 and in consideration for your full payment of our Licence Fees in accordance with clause 6, we grant you a revocable, non-exclusive, non-transferable right and licence to access (subject to the Platform Access Conditions) and use HR Advance Professional through our relevant Platforms and to use the Software (to the extent necessary to benefit from the related relevant functionality of HR Advance Professional) only for the Permitted Purpose and subject to the terms of this Licence.
 
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 Licence or with our prior written consent;
3.5.2 assign or transfer any of your rights under this Licence or grant sub-licences of any of your rights under this Licence (including without limitation to clients, customers, third parties or any other person);
3.5.3 subject to clauses 3.3.5 and 3.3.6, 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 Licence;
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 subject to clauses 3.3.5 and 3.3.6, 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 or our approved resellers or distributors for HR Advance Professional.
 
4. YOUR OBLIGATIONS
 
4.1 You will comply with the terms of use of the Services in this Licence and will not:
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 Licence 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 Licence 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.
4.1 You will comply with the terms of use of the Services in this Licence and will not:
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 and in your provision of advice and services to your clients.
4.4 You must inform all Authorised Users (and end user clients or other persons authorised to access or view the Know How under this Licence) 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 Licence; and
4.6.3 if requested by us, issue a notice in a form approved by us to all Authorised Users advising of your obligations under this Licence 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 HR Advance Professional. 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.
4.13 All this information may be used in accordance with our Platform Access Terms (which incorporates our Privacy Policy).
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 Licence 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 Platforms (including HR Advance Professional), in any case and without notice or liability. We may withdraw HR Advance Professional and prevent its use by you at any time without notice.
5.2 We are not liable for:
5.2.1 any loss of data (including but not limited to where you (or your employees, clients or Authorised Users) choose to utilise the Platform’s online ‘drop box’ functionality);
5.2.2 misuse, incorrect or unauthorised access to the Know How or Services by your employees, clients, Authorised Users or third parties;
5.2.3 (where permitted under a Professional Level Licence) advice, information or materials you give to your clients based on, related to or in any way in connection with HR Advance Professional Know How, and you indemnify us against all claims arising in relation to or connected with such losses.
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 Licence during or after the Term. We will not be obliged to grant you further access to the Platform after your Licence 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 HRA Advance. 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 HR Advance Professional.
5.7 We do not collect, record or extract any information (including personal information) from your documents or any third party documents uploaded for storage. You accept all responsibility in relation to such documents being stored by us. Any personal information contained in such documents, if any, will be managed in accordance with our Privacy Policy.
5.8 If you provide personal information about another person to us, we require that you inform that person you have done so and provide them with a copy of our Privacy Policy and the Collection Notice. By using and storing data on HR Advance Professional you acknowledge and confirm that you have that person’s consent to provide and store such personal information.
 
6. FEES PAYABLE
 
6.1 You shall pay to us (or a relevant authorised reseller or distributor) all Licence Fees when required.
6.2 In the event that any payment is not received by us (or an authorised reseller or distributor) within the specified time period, we shall be entitled to withhold any Services, including collateral services, and suspend licensing rights granted under this Licence 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.
6.4 We may pay commissions or other amounts to authorised resellers, distributors or other persons in connection with the grant of this Licence to you.
 
7. SOURCE CODE

Nothing in this Licence gives you any rights in, or to view, the source code of the Software.
 
8. SUPPORT

We are not required to provide any support services in respect of or to update or provide new releases of HR Advance Professional. We are not required to ensure or maintain any compatibility with any particular hardware or software. HR Advance Professional is provided as an “as is” service.
 
9. AUDIT RIGHTS
 
9.1 You must keep a record of the use of HR Advance Professional 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 HR Advance Professional has been used by you in accordance with this Licence.
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 Licence to use HR Advance Professional 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 Licence, 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 HR Advance Professional is error-free or that such errors or defects may be corrected;
10.3.2 use of or performance of HR Advance Professional will be uninterrupted;
10.3.3 the functions of HR Advance Professional will operate in combinations selected by you;
10.3.4 the results obtained from HR Advance Professional will be in accordance with your expectations; or
10.3.5 that HR Advance Professional 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 Licence will not be restricted by reference to or inference from any other statement contained in any other warranty or representation.
 
11. STATUTORY GUARANTEES + 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 Licence 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 Licence.
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 Licence 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 Licence. Consequential Loss means any loss or damage suffered by a party to this Licence as a result of a breach of this Licence 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 Licence, 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 Licence 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 HR Advance Professional.
 
12. INTELLECTUAL PROPERTY RIGHTS
 
12.1 You shall notify us in writing if you becomes 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 HR Advance Professional or this Licence 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 HR Advance Professional, the Know How and associated materials (whether produced before or during the Term of this Licence) 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 Licence). Except as expressly provided for in this Licence, nothing set out in this Licence 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 Licence 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 HR Advance Professional Know How and materials pursuant to the terms of this Licence (subject to limited rights of use by relevant persons as contemplated by this Licence) .
12.4 Subject to the provisions of this Licence, all rights, including but not limited to all Intellectual Property Rights related to or arising in respect of or concerning the grant of Licences, HR Advance Professional 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 NSW Business Chamber or its Affiliated Entities.
 
13. TERMINATION
 
13.1 We may terminate this Licence by notice in writing to you if:
13.1.1 you fail to pay any sum payable under or in respect of this Licence, on or before the due date for payment of that sum;
13.1.2 we decide to withdraw the HR Advance Professional Service;
13.1.3 we end an applicable trial or evaluation period; or
13.1.4 you breach any term of this Licence 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 Licence neither Party will have any further obligations under this Licence 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 Licence which are expressed to continue in full force and effect notwithstanding termination.
13.3 Upon Termination or expiry of this Licence, you must immediately:
13.3.1 cease to use HR Advance Professional and procure that your employees and clients and any other third parties granted access to or rights to use the materials under this Licence cease to use HR Advance Professional; 13.3.2 cease using the HR Advance or HR Advance Professional logo except to the extent that you are required under this Licence 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. ASSIGNMENT
 
14.1 You may not assign, dispose of or otherwise transfer this Licence or any rights or obligations under this Licence without our prior written permission.
14.2 We may assign, in part or in full, our rights under this Licence or the Licence without your consent.
14.3 Subject to this clause 14, this Licence shall be binding on the Parties and their respective successors and permitted assigns.
 
15. GOVERNING LAW

This Licence is governed by the laws of New South Wales which shall have exclusive jurisdiction with respect to any disputes.
 
16. DEFINITIONS
 
16.1 Personal pronouns: Except where the context otherwise provides or requires:
16.1.1 the terms we, us or our refers to the NSW Business Chamber (or its assignee) as the Licensor; and 16.1.2 the terms you or your refers to the named permitted licencee of the Services and the person entering into this Licence (rights of access and use only being for its Authorised Users).

In this Licence, unless the context otherwise requires or provides:
Affiliated Entities means NSW Business Chamber'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 (and if permitted under your relevant Licence level, third parties or end user clients or other persons) 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) and available on the Platform.
Commencement Date means the date of acceptance by us of an Order Form in respect of the purchase of a Licence being the date you are issued with a valid unique username and password, or as may be applicable, the date when your Licence is renewed or extended.
HR Advance Professional 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 HR Advance..
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 Licence, 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 HR Advance Professional) 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 HR Advance Professional, before or during the Term of this Licence, 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.

Licence means the licence 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.hradvanceprofessional.com.au.

Licence Fees means the licence fees payable from time to time for the use by you of the Services.

Licensor means NSW Business Chamber 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).

NSW Business Chamber means NSW Business Chamber Limited ABN 63 000 014 504 (trading as Australian Business Consulting Solutions) of 140 Arthur Street, North Sydney, NSW 2060.

Order Form means an order form (in which you accept the terms of this Licence) 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 HR Advance Professional, to the extent permitted by your relevant Licence 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 NSW Business Chamber, ASBG 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).

Privacy Policy means the privacy policy of NSW Business Chamber and Affiliated Entities, as amended from time to time.

Related Bodies Corporate means as defined in the Corporations Act 2001 (Cth).

Services means the use of HR Advance Professional 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.