Terms and Conditions These Terms and Conditions were last modified on: 23 September 2014
G’day, welcome to LiveHire!
These Terms and Conditions reflect our desire to provide all our Users with a simple, trusted, intuitive and secure experience, together with the ability to participate to the first ever online human resources marketplace.
Our agreement with you
These Terms and Conditions are very important, as they constitute a legally binding agreement between you, the User, and us, LiveHire Ltd (ABN 59 153 266 605) (also operating as LiveHire) of Level 13, 114 William Street, Melbourne, Victoria 3000 (“the Agreement”), so please take a few minutes to read them.
Amongst other things, these Terms and Conditions explain:
- how you can use or terminate our Services;
- how your content is used and protected, including privacy and copyright protection;
- how we can change, suspend or terminate your access to, and use of, the Platform;
- the warranties and disclaimers that apply; and
- the limitations of, and exclusions to, our obligations and liability to you.
You understand that by:
- checking the Terms and Conditions tick-box on our sign up page (or even if this tick-box is pre-selected for ease of use of the Platform) and clicking the “Continue Registration” button;
- using the Platform (including any content provided in it), the Services, emails, or your Account; or
- communicating in any way with any Employer, Worker or other User via the Platform,
you are agreeing to be legally bound by the Agreement. If you do not accept this Agreement in its entirety, then you may not access or use the Platform.
If you agree to this Agreement on behalf of any Person, you represent and warrant that you have the authority to bind that Person to this Agreement and that your agreement to these terms will be treated as the agreement of that Person. In that event, “you” and “your” will refer and apply to that Person.
Using our Services
You must not misuse our Services. For example, you must not interfere with our Services or try to access them using a method other than using the interface and following the instructions and restrictions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. You must not use the Services to advertise work or services that are illegal or would infringe the rights of a third party.
You must not create any "links" to any part of the Platform, or "frame" or "mirror" any content contained in, or accessible through, the Platform, on any server or internet-based device without our prior written consent. Other than that as provided by the Platform or Services, you may not use any data mining, screen scraping or similar software or other data gathering, analysis or extraction tools or processes on the Website, except with our prior written consent.
You must not enter into this Agreement, or use the Platform or Services if you are: (a) a citizen of, or reside in, a country in which doing so is prohibited by law, decree, regulation, treaty or any other administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to Australian sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the Australian Department of Commerce's Denied Persons or Entity List, the Australian Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to Australian export control laws and regulations.
In this Agreement the following phrases have the following meanings:
Account – The right of the relevant User to use the applicable functionality of the Platform under this Agreement.
Address – In respect of a User, each of the User’s email address and postal address (where the User can usually be contacted) registered for that User’s Account.
Contact Request or Interview Request – A Worker Contact Request or an Employer Contact Request.
Employer – A User who registers with the Platform as an “Employer” and uses the Platform and/or the Services primarily to search for, contact or otherwise engage with Workers for its own purposes.
Employer Contact Request – A request made by an Employer, Recruiter or Labour Hire Agency through the Platform to contact or otherwise connect with a Worker or Team Manager (on behalf of a Worker).
Employment Contract – Any contract between a Worker and Employer, whether as an employee, independent contractor or otherwise.
Verification – The validation of any part of the Personal Details contained in a Worker’s Profile, CV and/or any background checks, completed by a third party verifier or LiveHire Affiliate.
LiveHire Affiliates – Our subsidiaries, affiliated companies, licensors, contractors, partners, suppliers and distributors, and our and their respective directors, employees and shareholders.
Marketplace – The marketplace for human resources that is provided through the Platform.
Person – Any individual, company, partnership, joint venture or other legal entity or entities.
Platform - The Website from time to time, and all associated software, apps, files, emails, SMS, pictures, data, hardware, technology, business systems and processes and other resources.
Recruiter – A User that uses the Platform and/or the Services to engage in the process of recruitment.
Services - Any products, goods or services that we or any LiveHire Affiliate provide to or for you, whether or not via the Platform.
Team Manager – A User who is or may from time to time be authorised by one or more Worker(s) to manage their Worker Profile on the Platform.
Unacceptable Content - Any content that we determine:
- is racist, hateful, violent, defamatory, harassing, abusive, threatening, malicious, inflammatory or otherwise objectionable;
- is pornographic, sexually explicit, obscene or excessively profane;
- is unlawful or encourages unlawful conduct;
- is fraudulent, false, misleading or deceptive;
- infringes, or encourages the infringement of, any Person’s rights, including intellectual property, confidentiality or privacy rights;
- amounts to commercial advertising of any other website, product or service; or
- contains any link to any website that includes any of the above types of content.
User – A Person whose name is specified during an online registration process to create an Account on the Platform in the name of that Person, whether that Person then uses the Platform as an Employer, Worker, or Recruiter.
Worker – A User who registers with the Platform as a “Worker” and uses the Platform and/or the Services primarily to search for, contact or otherwise engage with Employers, Recruiters, or other Users for its own purposes.
Worker Contact Request or Follow – A request made by a Worker or Team Manager (on behalf of a Worker) through or using the Platform to contact or otherwise connect with an Employer or Recruiter on behalf of any Employer.
Rules of interpretation
The following rules of interpretation also apply to this Agreement:
- words like "us", "we", "our", "LiveHire", "LiveHire.me" refer to LiveHire Ltd (ABN 59 153 266 605);
- words like "you" and "your" refer to the Person entering into this Agreement with us;
- "including" means "including, but not limited to";
- the singular includes the plural, and vice versa; and
- headings are for ease of reference only and should otherwise be ignored.
In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications by following the unsubscribe process outlined in your ‘Profile Settings’ page. For any question in regards to your data and privacy you can contact us directly.
You are liable for any content you upload, transmit or otherwise submit to or communicate via the Platform. If we receive any notice of alleged intellectual property infringement relating to you, then we may respond as we see fit, having regard to intellectual property laws, which may include removing the relevant content from the Platform and/or suspending or terminating the provision of Services to you.
Some of our Services allow you to submit content. You retain ownership of any intellectual property rights that you hold in that content.
When you upload or otherwise submit content to our Platform, you give us and all LiveHire Affiliates a non-exclusive, assignable, sub-licensable, royalty-free, perpetual worldwide licence to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations, variations or other changes we make so that your content works better with our Platform), communicate, commercialize, analyze, publish, publicly perform, publicly display and/or distribute, in any way now known or in the future developed, such content. This licence continues even if you stop using our Services. Some Services may offer you ways to access and remove content that has been provided to the Platform. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the content submitted in those Services. It is your responsibility to ensure you have all necessary rights to grant us this licence for any content that you submit to our Platform or in the use of our Services. You agree not to infringe any intellectual property rights in connection with, and remain liable for any content or information you may make available on or through, your use of the Platform and the Services.
The Platform and Services (including all associated intellectual property) are protected by intellectual property laws and are the sole property of LiveHire Ltd and/or each LiveHire Affiliate (as applicable) unless otherwise indicated.
Using our Services does not give you an interest in, ownership of or any rights (including intellectual property rights) in the Platform, the Services or any content you may access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. This Agreement does not grant you any right or licence to use any branding or logos used in our Services. You must not remove, obscure, or alter any legal notices displayed in or along with our Services.
You may not copy, modify, reproduce, distribute, sell, or lease any part of our Platform or the Services or any included software or intellectual property, nor may you reverse engineer or attempt to extract the source code of that software, unless you have our written permission or (and only to the extent) any applicable laws actually prohibit such restrictions.
If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.
No fees for Workers
Subject to this Agreement, no charges are payable by a User who is a Worker for their ordinary use of the Platform including use of any non-premium Services. Premium services are subject to a fee.
Fees for Employers and Recruiters
We charge Employers and/or Recruiters service fees for obtaining premium or professional services relating to the recruitment facilities available on the Platform, and for data management and data features offered through the Platform or as part of the Services. LiveHire may also charge recurring service fees to Recruiters for the access and use of the LiveHire platform or the Services. Applicable fees will be notified to Employers and Recruiters at the time when the relevant services are requested.
Click here for a current schedule of fees and charges. Please note that these fees may change from time to time and any changes will be notified to the relevant Users.
Billing and Payments
Users must pay us any fees applicable to their use of the Platform or the Services at the time those amounts are due and payable. Our payment system allows Users to pay with credit card or other approved payment systems from time to time (the "Payment System"). If applicable, we will collect your credit card details and other required information and will use it to charge you any fees. You authorise us to take all steps reasonably necessary for us to do so, including the use and disclosure of such credit card number and information to third parties.
You must use the payment service provided through the Payment System to make all payments due to us. Credit card transactions will be processed using such secure payment technology or service provider as we deem appropriate in the circumstances. Refunds will only be available in the event of an erroneous double charge or as otherwise required by law.
You will be liable to pay any foreign, federal and/or state taxes as may be applicable to you or your business in connection with your access to, or use or receipt of, the Services.
If we are required to collect overdue fees from you, you must pay all costs (including legal fees), if any, incurred by us in collecting those overdue fees from you, and interest on any overdue fees at our bank’s business cheque account (or comparable account) overdraft rates.
Any voucher, coupon, discount or any other offer used to pay for or reduce any fees can only be used once. Where there isn’t an expiry identified on a voucher, coupon, discount or any other offer it is valid for only 30 days from the date of the offer or notice date.
We currently provide our mobile services for free, but please be aware that your carrier's normal rates and fees, such as text messaging and data fees, will still apply. In the event you change or deactivate your mobile telephone number, you must update your account information on the Platform within 48 hours to ensure that any messages or notifications are not sent to any person who may acquire your old number. You authorise other Users to sync (including through an application) their contact list information onto their mobile devices, which may include the transfer of your basic information visible to them on the Platform, as well as your name and profile picture if this is public.
General User Obligations
You must provide a consistent and high level of courtesy, respect and professionalism toward each other User. You must use good judgment when posting information, comments, feedback, or other content regarding us, other Users, or any other third party anywhere within the Platform. Any content that you submit via the Platform must not be Unacceptable Content, must be in English and must not contain any information enabling or requesting contact or payment outside the Platform.
You must take your own precautions (including antivirus software) to ensure that your access to the Platform and Services does not expose you to viruses or other code that is harmful or may assist in causing harm.
All User identity information associated with an Account must be real and verifiable. Only the Person specified during the process of registering an Account may use that Account, and no User may have more than one Account. The exception to this is for a Team Manager, as detailed in this Agreement.
We may seek to validate User information at any time, including but not limited to the verification of one or more official government or legal documents that confirm the User's identity. Failure to provide identity verification when requested is a breach of this Agreement.
You must ensure and maintain the secrecy and security of any username and password that you enter or we provide to you in connection with the Platform. You must not disclose the username or password to any third party. You will need to change your password regularly by following the relevant instructions. We will be entitled to treat any use of, or action taken through the use of, such password on the Platform as being made or authorised by you.
You must not allow any third party to perform any action on, including posting jobs or making a Contact Request under or through, your Account, and you remain entirely responsible for any and all activities that occur on the Platform or otherwise under your login name. You agree to immediately notify us if you become aware of any unauthorized use of your Account, your login name or any other breach of security known to you.
You agree that it is a condition on your use of the Platform, the Services and of any other services provided by us through or in connection with the Website that you will not mislead or deceive others or engage in any conduct which is misleading, malicious, or discriminatory, including by any act or omission.
We do our best to keep the Platform safe, however we cannot guarantee this. You agree to help us keep the Platform safe by committing you will not do any of the following on or through the Platform:
- engage in unlawful conduct, including in any multi-level marketing such as a pyramid scheme, or post unauthorized commercial communications (such as spam);
- upload viruses or other malicious code or content;
- solicit login information or access an Account belonging to someone else;
- upload any Unacceptable Content, or otherwise bully, intimidate, or harass any User or any other person;
- develop or operate a third-party application containing alcohol-related, dating or other mature content (including advertisements) without our consent;
- do anything that could disable, overburden, or impair the proper working or appearance of the Platform, such as a denial of service attack or interference with page rendering or other Platform functionality; or
- facilitate or encourage any of the above or any other violations of this Agreement or our policies.
Suspension and Termination
Suspension or cancellation by us for cause
Without limiting any other remedies available to us, we may suspend or cancel your Account at any time by notice to you if:
- you breach this Agreement or otherwise violate our rights or those of another User;
- we are unable to verify or authenticate any information you provide to us; or
- we reasonably believe that your actions might cause a legal liability any other User or us.
Also, if you engage in any action or activity that circumvents the Platform or this Agreement in such a way as to avoid or reduce fees that would otherwise be payable to us, then you will be liable to us for the difference and we may suspend or cancel your Account.
Suspension or cancellation by us without cause
In addition to the above rights of suspension and cancellation, we may by notice to you terminate your Account at any time, at our sole discretion.
Cancellation by you without cause
You can cancel your Account at any time by notice to us, although we’ll be sorry to see you go.
Consequences of suspension or cancellation
If we suspend or cancel your Account, or you cancel your Account, then (without limiting any other rights we may have):
- you must not continue to use the Platform or any Service, including under a different Account, or reregister under a new Account;
- no amount paid in advance by you will be refundable;
- we may obtain payment of any outstanding amount (or that becomes payable) through any payment methods available to us in connection with your suspended or cancelled Account or any other Account that you register; and
- we may refuse to provide an Account to you in the future.
After your Account is suspended or cancelled:
- you may no longer have access to any or all of the Services or the Platform, including data, messages, files and other material you keep on it; and
- we may retain a copy of any data, personal information, non-personal information, details and analysis contained within the Platform for as long as we consider appropriate for our business requirements.
If we or you suspend or cancel your Account, then at that time or any later time you or we may also terminate this Agreement.
All of your and our accrued rights, and the provisions of this Agreement that by their nature are intended to survive termination or expiry of this Agreement (including the sections below titled “Warranties and Disclaimers”, “Limitations of Liability” and “Indemnities”), will survive any termination or expiry of this Agreement.
You agree that:
- the Platform is merely a venue where Users may act as, or on behalf of, Employers or Workers;
- any information or content made available by us on the Platform is intended to provide general information only in summary form, including as relates to legal or other issues;
- we are not a party to any Employment Contract;
- a Worker is not an employee of ours and that we do not, in any way, provide, supervise, direct, or control any Worker’s work or services;
- an Employer is not affiliated with us and we do not, in any way, manage, supervise, direct, or control any Employer or the employment or work conditions of any Employer;
- to the extent permitted by law, we will not have any liability or obligations under or related to any Employment Contract or any acts or omissions by any Worker;
- we have no control over any Worker or Employer or over the work, services or opportunities promised or rendered by any Worker or Employer, as applicable;
- we make no representations and give no warranties in connection with any Worker or Employer, including as to the reliability, capability, or qualifications of any Worker or the quality, security or legality of any work or services provided by any Worker or Employer, and to the extent permitted by law expressly exclude any liability in connection therewith;
- we give no guarantee to any party of the continued availability of any particular Worker or any job or vacancy and will not be liable to you should a Worker or Employer not accept or be available to accept a Contact Request or employment offer; and
- in no event will we be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon any information contained on or omitted from the Platform.
We do not endorse or recommend any User or any job, business or other employment or relevant opportunities available through or advertised on the Platform, and strongly recommend you obtain independent legal, accounting, financial and taxation advice as appropriate prior to entering into any Employment Contract or other agreement with any person. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all services, opinions, advice, merchandise and/or other information provided or available through the Platform or in connection with the Services, and on the internet generally.
The Platform may contain links to internet sites maintained or controlled by third parties. You acknowledge and agree that (a) we are not responsible for the contents of any such sites (including the accuracy, legality or decency of any information) or any link contained on such sites, (b) such link does not imply any endorsement by us, (c) we are not responsible for the legality or intellectual property compliance of any such site, and (d) we will not be liable for any damages or loss arising in any way out of, in connection with or incidental to any information or third party service provided by any third party.
While we take all reasonable due care in ensuring the privacy and integrity of information you provide to us, the possibility always exists that this information could be unlawfully accessed or observed by third parties while in transit over the internet or while stored on our system. To the greatest extent possible pursuant to law, we expressly disclaim any liability to you should this occur.
Warranties and Disclaimers
We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.
You must not rely on the Platform, any information in it, or its continuation. To the extent permitted by law, and other than as expressly set out in this Agreement, we and each LiveHire Affiliate:
- provide the Platform and all information and Services on an “as is” and “as available” basis;
- disclaim any and all implied warranties and representations, including any warranties of merchantability, fitness for a particular purpose, title, accuracy of data, and non-infringement; and
- exclude any representations or warranties about the Platform or Services, including about, the content within the Platform, the specific functions of the Platform, or their reliability, availability, or ability to meet your needs, the safety or security of the Platform or regarding the delivery of any messages (such as emails, in-mails, SMS, social media, posting of answers or transmission of any other User generated content) sent through the Platform to anyone.
If you are dissatisfied or harmed by us or anything related to us, then you may cancel your Account and terminate this Agreement in accordance with the section above titled “Suspension and Cancellation” and, to the extent permitted by law, such cancellation and termination will be your sole and exclusive remedy. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Platform or the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Platform or the Services or any content or other material used or displayed through the Platform or Services.
We do not have any obligation to verify the identity of the persons subscribing to our services, nor do we have any obligation to monitor the use of our services by other Users of the community.
To the extent permitted by law, we exclude any warranty or representation that the Services and Platform will function without interruption or errors in functioning. You acknowledge that the Services and Platform may be interrupted, or subject to errors, due to maintenance, updates, or system or network failures or other causes. To the extent permitted by law, we disclaim all liability for any loss or liability as may be caused by or in connection with any such interruption or errors in functioning.
To the extent permitted by law, we expressly exclude any liability for any remarks, information or other content posted or made available on the Platform including by any User or third party, even if it may not be Unacceptable Content. We expressly exclude any liability for any obligation to monitor content on the Platform for Unacceptable Content. We may remove or restrict access to any information or content posted or made available on the Platform, including if ordered to do so by a court or if we consider such information or content to be Unacceptable Content, but we have no obligation to do so.
Limitations of Liability
To the extent permitted by law, other than as expressly provided below, neither we nor any LiveHire Affiliate will be responsible to you or any other Person in connection with any lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive loss or damages relating to or in connection with your use of the Platform or the Services.
To the extent permitted by law, neither we nor any LiveHire Affiliate shall be cumulatively liable for (a) any damages in excess of five times the most recent (as at the date such liability to you accrued) monthly fees that you paid via the Platform, if any, or AUD$100, whichever amount is greater. You agree that this limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
- apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose;
- not apply to any damage that we may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement; and
- not apply if you have entered into a non-standard agreement to purchase Services with a separate Limitation of Liability provision that expressly supersedes this section in relation to those Services.
We recognize that in some countries, you might have legal rights as a consumer. To the extent permitted by law, any liability of ours in connection with the Services or Platform under any statutory right (including any condition or warranty implied by law or any guarantee or other right under any statute) that by law cannot be excluded is, where permitted by law, limited at our option to the resupply of the relevant services or the payment of the cost of same.
Third party claims
Each User must indemnify, defend and hold harmless (on a monthly basis, as Losses are incurred) us and each LiveHire Affiliate from any and all Losses arising from or relating to or in connection with the User’s use of the Services and/or the Platform, including:
- where the User is an Employer - any Loss in relation to any claim by a Worker for workers compensation or unemployment benefits or in relation to any Employment Contract entered into between the Employer and a Worker (including where it does not provide any benefits required by law);
- where the User is a Worker - any Loss in relation to performance or work or services by the Worker, any failure by the Worker to satisfy any legal requirement (whether as to age, qualifications or otherwise), or in relation to any Employment Contract entered into between the Worker and an Employer;
- relating to the User having submitted any Unacceptable Content to the Platform or any other breach of any kind by the User of this Agreement; or
- any Loss in relation to any claim by a third party that any action or omission of the User infringes the intellectual property rights or other rights of any Person.
In this agreement “Losses” means all claims, legal proceedings, judgments, adjudications, damages, liabilities, losses (including losses of revenue), costs, and expenses (including attorneys’ fees and all related costs and expenses on a full indemnity basis).
Where we have provided you with a translation of the English language version of this Agreement and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement and any other documentation will govern your relationship with us.
Each User must provide and maintain a valid Address on the Platform.
You consent to the use by us of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Platform.
Notices will be invalid unless made in writing and given (a) by us - via email or by post (in each case to the relevant Address that you provide and maintain on the Platform) or by a posting on the Website, or (b) by you - via email to email@example.com.
An email will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.
Amendments to the Services or this Agreement
We are constantly changing and improving our Services. From time to time we may modify functionalities or features, and we may suspend or stop a Service altogether.
Modifications will not apply retroactively and will become effective on the date specified which will be no sooner than 7 days after they are posted or notified (whichever is earlier). If you do not agree to the modified Agreement, you must cancel your Account and terminate this Agreement. By continuing to use the Platform on or after we have posted any modifications on the Website or provided a notice to you, you accept and agree to be bound by the Agreement as modified.
Except only as permitted above, no modification or amendment to this Agreement will be binding upon either party unless in a written instrument signed by a duly authorised representative of each party.
Dates and Timelines
All references to days shall be to business days (Monday to Friday, AEST, excluding any applicable public holidays), except as expressly noted otherwise.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
You may not assign this Agreement, or any of your rights or obligations under it, without our prior written consent. We may freely assign this Agreement without your consent.
No Third Party Beneficiary Rights
Except to the extent that this Agreement purports to confer a right on any LiveHire Affiliate (which we hold in trust for that LiveHire Affiliate), this Agreement shall: (a) create rights and obligations only between us and each User; and (b) not create any rights for any other Person. For the avoidance of doubt, no User will be entitled to enforce the terms of this Agreement as they apply between us and another User.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
The courts in some countries will not apply Western Australian law to some types of disputes. If you reside in a country where Western Australian law is excluded from applying, then your country’s laws will apply to such disputes related to this Agreement. Otherwise, you agree that the laws of Western Australia, Australia, excluding West Australia’s choice of law rules, will apply to any disputes arising out of or relating to this Agreement or the Services.
Similarly, if the courts in your country will not permit you to consent to the jurisdiction and venue of the courts in Perth, Western Australia, Australia, then your local jurisdiction and venue will apply to such disputes related to this Agreement. Otherwise, all claims arising out of or relating to this Agreement or the Services will be litigated exclusively in the federal or state courts of Perth, Western Australia, Australia, and you and we consent to the jurisdiction of those courts.
Talent Community – General Terms and Conditions These General Terms and Conditions were last modified on: 25 January 2016
G’day, welcome to LiveHire's Talent Community!
These Talent Community – General Terms and Conditions ("General Terms and Conditions") apply to parties who use and access the LiveHire 'Talent Community' Solution. These General Terms and Conditions are additional to and supplement our general user Terms and Conditions as apply to the Platform from time to time.
Our agreement with you
These General Terms and Conditions are very important, as together with the Specific Terms and Conditions ("Specific Terms and Conditions") as may be agreed between the parties from time to time in connection with the Solution, they constitute a legally binding agreement between the Company specified in the Specific Terms and Conditions (the "Company", "you"), being the user of the Solution, and us, LiveHire Ltd (ABN 59 153 266 605) ("LiveHire", "us") of Level 13, 114 William Street, Melbourne, Victoria 3000 ("the Talent Community Agreement"), so please take a few minutes to read them.
Amongst other things, these Terms and Conditions explain:
- LiveHire is a cloud-based technology, data and talent community solutions provider, which operates the online recruitment platform 'LiveHire' as made available through www.livehire.me and any associated URL (the "Platform").
- In connection with the Platform, LiveHire's offers a 'Talent Community' software application (the "Solution"), a live talent marketplace solution and talent community platform which facilitates interaction between users of the Solution and their current, historical and prospective employees, applicants, network members, partners, LiveHire talent market candidates (non-connected) and/or other individuals.
- The Company wishes to access the Solution provided by LiveHire, and has engaged LiveHire to provide the Solution in accordance with the provisions of the Talent Community Agreement. The terms and conditions in the Talent Community Agreement govern the provision of the Solution to the Company by LiveHire.
The following definitions apply in the Talent Community Agreement:
- Applicant means, with respect to a Company, job applicants who have applied for a position with the Company.
- Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth, Western Australia.
- Commencement Date means, with respect to a Company, the date set out in the Specific Terms and Conditions for that Company.
- Company Data means, with respect to a Company, data that is entered into the Solution by the Company where that data is specific to the Company's Talent Community.
Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation:
- all technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;
- all business and marketing plans and projections, details of agreements, pricing and pricing changes, and arrangements with third parties, and Company and supplier information and lists;
- all financial information, pricing schedules and structures, product margins,remuneration details and investment outlays;
- all information concerning any employee, Company, contractor, supplier or agent of the relevant party;
- the party's policies and procedures;
- all information contained in the Talent Community Agreement;
- with respect to a Company, all information in the Solution regarding the Company and its Talent Community; and,
- with respect to LiveHire, all information and knowledge of the Solution and LiveHire's business, pricing and other customers,
- but excludes information that the other party can establish:
- is known by or is in the other party's possession or control other than through a breach of the Talent Community Agreement and is not subject to any obligation of confidence; or
- is in the public domain other than by a breach of the Talent Community Agreement or any obligations of confidence.
- Corporations Act means the Corporations Act 2001 (Cth).
- Employee means, with respect to a Company, an employee of the Company.
- Fees & Charges means the fees and charges as set out in the Specific Terms and Conditions.
Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party:
- act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;
- act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
- the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and
- embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.
- General Terms and Conditions means these 'Talent Community – General Terms and Conditions' as published on the LiveHire website as updated from time-to-time.
- GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Intellectual Property means all rights (present and future) conferred by common law, equity or statute (and all moral rights) connected with business names, computer software, confidential information, copyright, designs, domain names, formulas, inventions, knowhow, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
- Member Data means, with respect to a Talent Community Member, data entered into the Platform by or on behalf of and otherwise specific to that Talent Community Member.
- Network Members means, with respect to a Company, connected professionals and/or alumni of the Company.
- Partner means, with respect to a Company, a customer or supplier of the Company.
- Platform means the online recruitment platform known as 'LiveHire' as made available through www.livehire.me and any associated URL.
- Pricing means the pricing set out in the Talent Community Agreement or as notified to the Company in writing by LiveHire from time-to-time.
- Privacy Act means the Privacy Act 1989 (Cth).
- Specific Terms and Conditions means, with respect to a Company, the most recent document entitled 'Talent Community – Specific Terms and Conditions' between the Company and LiveHire, which together with these General Terms and Conditions constitute the relevant Talent Community Agreement with respect to the Company from time to time.
- Talent Community Member means, with respect to a Company, an Employee, Applicant, Network Member or Partner of the Company.
- Talent Community means, with respect to a Company, collectively that Company's Employees, Applicants, Network Members and Partners.
- Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Term means the term stated in the most recent Specific Terms and Conditions (or if no term is stated, the period 12 months commencing on the date of the most recent Specific Terms and Conditions), which term shall extend on a month-by-month basis thereafter, unless terminated in accordance with the Talent Community Agreement.
Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:
- The singular includes the plural and the opposite also applies.
- If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
- A reference to a clause refers to clauses in the Talent Community Agreement.
- A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.
- Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
- A reference to a party to the Talent Community Agreement or another Talent Community Agreement or document includes that party's successors and permitted substitutes and assigns (and, where applicable, the party's legal personal representatives).
- A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
- A reference to information includes information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
- A reference to dollars or $ is to an amount in Australian currency.
- The following definitions apply in the Talent Community Agreement:
- The Talent Community Agreement applies to use of and access to the Solution.
- Where the Company does not accept the terms and conditions of the Talent Community Agreement, the Company must immediately cease using the Solution.
- The Talent Community Agreement may be updated by LiveHire at its absolute discretion from time-to-time, and unless stated otherwise by LiveHire in writing, such updates shall come into effect for use of the Solution, at the commencement of the following Term after the Company receives notice of the update(s). Where the Company does not accept such changes it must immediately notify LiveHire and cease to use the Solution.
By using the Solution, the Company acknowledges and agrees to (severally and as relevant):
- the terms and conditions of the Talent Community Agreement;
- any manual or instructions with regards to the Solution;
- any terms & conditions of use of the Solution; and
- the policies of LiveHire applicable to the Solution as notified in writing by LiveHire from time-to-time, including but not limited to any customer support policy.
The Company agrees that:
- it will comply with the terms and conditions applicable to the Platform from time to time, and that any breach by it of any those terms shall also constitute a breach of the Talent Community Agreement;
- any relationship between LiveHire and any Talent Community Member will be governed by the terms and conditions applicable to the Platform from time to time;
- registration by each Talent Community Member with the Company's Talent Community will constitute registration with the Platform by that Talent Community Member; and
- each Talent Community Member may elect to use the Platform for purposes other than the Company's Talent Community.
- By using the Solution, the Company acknowledges and agrees to (severally and as relevant):
- The Company wishes to access the Solution and LiveHire agrees to grant the Company access to the Solution on the terms of the Talent Community Agreement.
The Solution will be made available via the Platform (including as may be accessible through smart phones, tablet computers and other internet-enabled devices), to facilitate the following outcomes for the Company and its Talent Community Members, as applicable:
- Talent Community Engagement: digitizing the process of Talent Community Member registration and engagement with the Company and inviting new potential Talent Community Members to participate in the Talent Community;
- Talent Community database management: management, coordination, export, report and administration of the Talent Community database;
- Live Market Search: database search functionality with respect to the Talent Community Members and non-Talent Community Members;
- Communications: digitizing day-to-day activities, communications and workflows relating to the Company's business and amongst Talent Community Members. Providing email, SMS and messaging services to enable the Company and Talent Community Members to communicate effectively with each other; and
- Analytics: reporting and analytics with respect to the use of the Solution by the Talent Community Members and/or the Company.
- The Solution is only accessible to the Company for the Term, subject to the Company's compliance with the terms of the Talent Community Agreement.
- The Solution may be available in various modules, packages and combinations, which the Company may upgrade, downgrade or otherwise access or subscribe separately or together from time-to-time as indicated by LiveHire in its absolute discretion.
The Company agrees and accepts that the Solution is:
- hosted by LiveHire and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to LiveHire's servers and is not available 'locally' from the Company's systems; and
- managed and supported exclusively by LiveHire from LiveHire servers and that no 'back-end' access to the Solution is available to the Company unless expressly agreed in writing.
The Company must:
- only access the Solution for its own specific business purposes and must not allow any other company or business (whether related or not) to access the Solution; and
- ensure that all information entered into the Solution by or on behalf of the Company is accurate, and the Company is strictly prohibited from entering any incorrect, untruthful or fraudulent information (including information it should have reasonably known was inaccurate).
- As a hosted and managed service, LiveHire reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Solution and the Platform in its absolute discretion.
- LiveHire shall not exercise its rights under clause 5.7 in a manner that would intentionally cause the Company to lose access to Company Data, other than in accordance with the terms of the Talent Community Agreement.
- In connection with the Solution, LiveHire may provide the Company a branded unique URL with specific campaign codes to allow for reporting and conversion tracking purposes that can be used to proactively build the Company's Talent Community and to manage the estimated churn and growth within the business' employee base.
- By accepting the terms and conditions of the Talent Community Agreement, the Company is granted a limited, non-exclusive and revocable license to access the Solution for the Term, in accordance with and subject to the terms and conditions of the Talent Community Agreement.
- LiveHire may revoke or suspend the Company's license(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in the Talent Community Agreement by the Company's users. LiveHire will ordinarily advise the Company of any suspension or revocation however it is under no obligation to do so.
- LiveHire warrants that it has the right to grant the licence to the Company to use the Solution in accordance with the Talent Community Agreement and that the Solution does not infringe the Intellectual Property rights of any third party.
The Company agrees and warrants that:
- it shall only use the Solution for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by LiveHire in its discretion; and
- all information it provides to LiveHire and/or in connection with the Solution will be accurate, truthful and compliant in all respects.
- LiveHire may contact the Company by physical or electronic means with respect to the Company's use or access to the Solution. The Company may specifically request that LiveHire refrain from making certain types or use certain mediums of communication with the Company.
- The Company agrees and warrants that:
- The Company shall authorise users to access the Solution in its absolute discretion. LiveHire accepts no liability for access to Company Data by users authorised by the Company or using login details of users authorised by the Company.
- The Company is solely responsible for the security of its usernames and passwords for access to the Solution including restricting access to due to change of the Company's staff.
- The Company is responsible for ensuring that users comply with the Talent Community Agreement and any policies applicable to the Solution in full and remains liable for any breach of them.
Talent Community Members
Each Talent Community Member:
- will be uniquely identifiable by their email address or unique identifier; and
- will be required to accept an invitation from the Company via the Platform to register as part of the Company's Talent Community.
Unless a Talent Community Member:
- is registered independently as a user of the Platform;
- is independently invited to another customer's talent community; or
- has otherwise elected to receive such invitations,
- that Talent Community Member will, for so long as they remain registered as part of the Company's Talent Community, not be permitted to receive any invitation(s) from other prospective employers via the Platform.
- Each Talent Community Member:
- LiveHire accepts no liability for the content of Company Data. The Company is responsible for the accuracy, quality and legality of Company Data and the Company's acquisition of it, and the users that create, access and/or use Company Data.
- The Company grants LiveHire an unlimited, non-exclusive and irrevocable license to access and use the Company Data (including any Intellectual Property therein).
- LiveHire shall be authorised to permanently seize or delete Company Data where outstanding Fees & Charges remain unpaid in accordance with these General Terms and Conditions.
- LiveHire may access, use, modify or otherwise deal with Company Data for the purposes of providing the Solution and otherwise as required by law or with the Company's implied or express authority (such as to provide support for the Solution).
- LiveHire bears no responsibility whatsoever for Company Data and it is the Company's sole responsibility to ensure that it has backups and/or redundant access to the Company Data which is stored in the Solution.
Member Data & Anonymous Data
- LiveHire accepts no liability for the content of Member Data.
- The Company acknowledges that the relevant Talent Community Member, subject to the Platform terms, owns Member Data.
- LiveHire grants the Company a limited and non-exclusive licence to access and use its rights to the Member Data (including any Intellectual Property therein) for the purposes of the Solution in accordance with the Talent Community Agreement and subject to the rights of the relevant Talent Community Member.
- The Company agrees that LiveHire may aggregate and use anonymous data from the Company's use of the Solution for its own analytical purposes, reporting and marketing purposes, provided that no specific reference is made to the Talent Community or the Company.
- LiveHire makes no warranty as to the accuracy of any analytical data and reserves the right to remove any analytical data at any time without notice.
- For all personal information as defined in the Privacy Act that the parties collect or use in connection with the Solution, the parties agree to take all reasonable steps necessary to comply with the Privacy Act and the Australian Privacy Principles contained therein.
Fees & Charges
- The Company agrees to pay all Fees & Charges as and when they fall due and to the extent permissible by law Fees & Charges are non-cancellable or refundable once ordered or paid.
- The Company agrees to pay LiveHire the Upfront Fees & Charges set out in the Specific Terms and Conditions (if any).
- The Company agrees to pay LiveHire the Ongoing Fees & Charges set out in the Specific Terms and Conditions.
- The Company agrees to pay LiveHire the Other Fees and Charges set out in the Specific Terms and Conditions.
- LiveHire may introduce new services and/or Fees & Charges by giving the Company written notice of their availability and applicability.
- LiveHire shall notify the Company of any changes to existing Fees & Charges no less than the time period for notice specified in the Specific Terms and Conditions, or if no such period is specified, no less than 30 Business Days before the end of the current month to which those Fees & Charges apply. LiveHire reserves the right to change the Fees & Charges at any time at its absolute discretion.
- If the Company does not accept a change to Fees & Charges, the Company must notify LiveHire before the commencement of the next billing period.
- Fees & Charges for calendar periods shall be adjusted pro-rata for initial charges, and then charged for the full calendar period in advance.
- In addition to any of its other rights under the Talent Community Agreement, LiveHire may revoke or suspend the Company's license to access the Solution for unpaid Fees & Charges without liability.
- is required to perform any services for the Company outside of what is set out in the Talent Community Agreement or otherwise in writing; and
- is subject to delays caused by changes or complexities outside of its control (and not caused by its breach of the Talent Community Agreement); then
- the Company agrees that LiveHire shall be entitled to charge the Company an additional amount that is reasonable for the service performed.
- Fees & Charges are inclusive or exclusive of GST as set out in the Specific Terms and Conditions(however if not specified, are exclusive of GST).
Invoicing & Payments
- LiveHire shall issue the Company a Tax Invoice for all Fees & Charges. The terms of payment set out in the Specific Terms and Conditions shall apply (if no terms are specified, payment terms shall be 7 days).
Where Fees & Charges are payable:
- in advance, the Solution will not be accessible and no services shall be commenced or provided unless a Tax Invoice has been issued and paid in full;
- in arrears, LiveHire reserves the right to suspend the Solution and not perform any further services until the Tax Invoice for those Fees & Charges have been paid.
- Should the Company dispute a Tax Invoice, the Company must notify LiveHire of the disputed item within 5 Business Days of the date of the Tax Invoice. The Company must pay the amount of the Tax Invoice not in dispute within the prescribed payment period.
- Overdue Tax Invoices shall accrue interest at the rate of 1.5% per month (compounded monthly), or in default, the maximum rate of penalty interest prescribed under law.
- The Company authorises LiveHire to use the Company's information for the purposes of obtaining a credit assessment or to otherwise make investigations as to the Company's payment history.
- No refunds are offered unless expressly provided for in the Specific Terms and Conditions or as required by law.
Security. LiveHire takes the security of the Solution and the privacy of its users very seriously, and shall take reasonable steps to ensure that the Solution is secure from unauthorised access consistent with commercial-available ongoing online security practices. The Company agrees that:
- the Company shall not do anything to prejudice the security or privacy of LiveHire's systems or the information on them; and
- LiveHire is in no way liable for any breach of its systems that results in unauthorised access to or corruption of Customer Data, including viruses, hack patches, crawlers, robots, etc.
- Transmission. LiveHire shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the Company to ensure that any transmission standards meet the Company's operating and legal requirements.
- Storage. LiveHire may limit the amount of data that the Company stores in the Solution, and shall advise the Company of such. Data that is stored with LiveHire shall be stored according to accepted industry standards.
- Backup. LiveHire shall perform backups of its entire system in as reasonable manner and at such times and intervals as is reasonable for its business purposes. LiveHire does not warrant that it is able to backup or recover specific Customer Data from any period of time unless so stated in writing by LiveHire.
- Transfer. Upon request, LiveHire shall export all the Customer Data and provide same to the Company by way of physical media or download, as is appropriate, and the Company shall pay Fees & Charges and reimburse LiveHire for any reasonable expenses incurred in doing so (such as freight and insurance).
- Security. LiveHire takes the security of the Solution and the privacy of its users very seriously, and shall take reasonable steps to ensure that the Solution is secure from unauthorised access consistent with commercial-available ongoing online security practices. The Company agrees that:
- Solution. By accepting the terms of the Talent Community Agreement the Company agrees that LiveHire shall provide access to the solution to the best of its abilities, however it accepts no responsibility for ongoing, uninterrupted or fault-free access to the Solution for any reason whatsoever.
- Trademarks. LiveHire has moral and registered rights in its trademarks and the Company shall not copy, alter, use or otherwise deal in the marks without the prior written consent of LiveHire.
- Proprietary Information. LiveHire may use and the Solution may incorporate software and other proprietary systems and Intellectual Property for which LiveHire has appropriate authority to use, and the Company agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The Company warrants that it shall not infringe on any third-party rights through the use of the Solution.
Solution. The Company agrees and accepts that the Solution is the Intellectual Property of LiveHire and the Company further warrants that by using the Solution the Company will not:
- copy the Solution or the services that it provides (or any part thereof) for the Company's own commercial purposes; and
- directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Solution or any documentation associated with it.
- Content. All content (with the exception of Company Data) remains the Intellectual Property of LiveHire, including (without limitation) any source code, analytical and statistical information, ideas, enhancements, feature requests, suggestions or other information provided by the Company or any other party with respect to the Solution.
- Subject to the terms of the relevant Talent Community Agreement, any information given by one party to another under or in connection with a Talent Community Agreement is given in confidence.
- Each party must keep all Confidential Information of the other party confidential.
- Each party acknowledges and agrees that:
A party must notify the Discloser in writing, giving full details known to it immediately, when
it becomes aware of:
- any actual, suspected, likely or threatened breach by it of clause 18;
- any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
- any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.
The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
- any actual, suspected, likely or threatened breach of a term of the Talent Community Agreement; or
- any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
Liability & Indemnity
- The Company agrees that it uses the Solution at its own risk.
- The Company acknowledges that LiveHire is not responsible for the communications, conduct or activities of any Talent Community Member or other user of the Platform and that LiveHire is not liable for such under any circumstances.
- The Company agrees to indemnify LiveHire for any loss, damage, cost or expense that LiveHire may suffer or incur as a result of or in connection with any malicious act, negligence or wilful default by the Company in connection with the Solution, including any breach by the Company of the Talent Community Agreement.
- In no circumstances will LiveHire be liable for any indirect, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Company’s access to, or use of, or inability to use the Solution or any content, or in any way relating to an experience itself (or the provision or non-provision of an experience), whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not LiveHire knew or should have known of the possibility of such damage or loss or business interruption of any type, whether in tort, contract or otherwise.
Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, LiveHire and LiveHire’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, LiveHire's liability for breach of any implied warranty or condition that cannot be excluded is restricted, at LiveHire's option to:
- the re-supply of services or payment of the cost of re-supply of services; or
- the replacement or repair of the Solution or payment of the cost of replacement or repair or the Solution.
Where a party is in breach of the Talent Community Agreement, the other party may issue a written notice ("Breach Notice") requiring the party in breach that must set out:
- the nature of the breach;
- the provisions of the Talent Community Agreement that are alleged to have been breached;
- a reasonable timeframe to remedy the breach in not less than 10 Business Days; and
- the action required to remedy the breach.
Where a party issues a compliant Breach Notice in accordance with clause 20.1, the receiving party shall be required to respond and/or remedy the breach as so set out in the Breach Notice. Failure to respond in writing setting out:
- the steps taken to remedy the breach; or
- why the party believes it is not in breach as put forward in the Breach Notice,
- shall not in itself confirm the alleged breach but shall be in itself a breach of the Talent Community Agreement.
- Failure to remedy a breach set out in a Breach Notice shall be a material breach of the Talent Community Agreement ("Material Breach").
- Where a party is in breach of the Talent Community Agreement, the other party may issue a written notice ("Breach Notice") requiring the party in breach that must set out:
- Breach. Where a party is in Material Breach of the Talent Community Agreement, the other party may terminate the Talent Community Agreement by giving written notice of termination, which shall become effective 5 Business Days after the date of the notice.
- Cancellation or Non-Renewal. Subject to the terms of the relevant Talent Community Agreement, the Company may terminate the Talent Community Agreement with no less than 3 months written notice to LiveHire during the Term (or no less than 30 days written notice during any monthly extension of the Term). LiveHire may terminate the Talent Community Agreement immediately upon ceasing to provide the Platform.
Insolvency. Either party may terminate the Talent Community Agreement immediately by notice, if the other party:
- stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
- is insolvent within the meaning of section 95A of the Corporations Act;
- fails to comply with a statutory demand (within the meaning of section 459F(1) of the Corporations Act) unless:
- the debt to which the statutory demand relates is discharged within 15 Business Days of the date of the failure; or
- the party demonstrates to the satisfaction of the other party (acting reasonably) that it is able to pay all its debts as and when they become due and payable;
- has an administrator appointed in respect of it;
- has a controller within the meaning of section 9 of the Corporations Act or similar officer appointed to the whole or a substantial part of its assets or undertaking and that controller or similar officer is not removed within 15 Business Days of the appointment;
- has an order made or a resolution passed for its winding up or dissolution or it enters into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them;
- has any security enforced over, or a distress, execution or other similar process levied or served against, the whole or a substantial part of its assets or undertaking; or
- is subject to any event which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events listed above.
- Expiry or termination of the Talent Community Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of the Talent Community Agreement up to the date of expiry or termination.
- The rights and obligations under the relevant provisions of clauses 8, 10, 11, 12, 13, 14, 17, 18, 19, 20, 21, 22, 23, 24 and 25 survive termination of the Talent Community Agreement.
- Negotiation. If there is a dispute between the parties relating to or arising out of the Talent Community Agreement, then within five Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions.
- Mediation. If the dispute between the parties relating to or arising out of the Talent Community Agreement is not resolved within five Business Days of notification of the dispute under clause 22.1, the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution.
- Arbitration. If the dispute between the parties relating to or arising out of the Talent Community Agreement is not settled by mediation under Clause 22.2, either party may by written notice to the other refer the dispute to arbitration administered by the Institute of Arbitrators Australia. The arbitrator will be agreed between the parties from a panel suggested by the President of the Institute of Arbitrators Australia or failing agreement, an arbitrator will be appointed by the President of the Institute of Arbitrators Australia.
- Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of the Talent Community Agreement until it has exhausted the procedures in this clause 22 unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.
If a party is prevented in whole or in part from carrying out its obligations under the Talent
Community Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:
- specify the obligations and the extent to which it cannot perform those obligations;
- fully describe the event of Force Majeure;
- estimate the time during which the Force Majeure will continue; and
- specify the measures proposed to be adopted to remedy or abate the Force Majeure.
- Following a notice of Force Majeure in accordance with clause 23.1 and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.
- The party that is prevented from carrying out its obligations under the Talent Community Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.
- The party that is prevented from carrying out its obligations under the Talent Community Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party's failure to carry out its obligations under the Talent Community Agreement.
- The term of the Talent Community Agreement will not be extended by the period of Force Majeure.
- If a party is prevented in whole or in part from carrying out its obligations under the Talent Community Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:
Electronic Execution, Communication & Amendment
- The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
- The parties agree that the Talent Community Agreement may be executed by way of the parties signing the Specific Terms and Conditions electronically and that any signature required directly or incidental to the Talent Community Agreement or Specific Terms and Conditions (as applicable) may be made electronically except where required to be physically made under law.
- The Company can direct notices, enquiries, complaints and so forth to LiveHire as set out in the Talent Community Agreement. LiveHire will notify the Company of a change of details from time-to-time.
- LiveHire will send the Company notices and other correspondence to the details that the Company submits to LiveHire, or that the Company notifies to LiveHire of from time-to-time. It is the Company's responsibility to update its contact details as they change.
- A consent, notice or communication under the Talent Community Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
- Notices must be sent to the parties' contact details as specified in the Specific Terms and Conditions with respect to each party.
- LiveHire may assign the benefit of any part of the Talent Community Agreement to any third-party by giving the Company written notice, and the Company agrees to do all things reasonably necessary to effect such assignment.
- The Company must obtain the written approval of LiveHire before assigning its rights under the Talent Community Agreement, and any purported assignment without such consent shall be deemed a material breach of the Talent Community Agreement.
- Priority. To the extent that any terms of the Specific Terms and Conditions shall be or are inconsistent with the terms of the General Terms and Conditions, the terms of the Specific Terms and Conditions shall prevail.
- Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in the Talent Community Agreement.
- Relationship. The relationship of the parties to the Talent Community Agreement does not form a joint venture or partnership.
- Waiver. No clause of the Talent Community Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
- Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to the Talent Community Agreement and the transactions facilitated by it.
- Third parties LiveHire may outsource the delivery of certain parts of the Solution or any services in connection therewith to third parties, and disclose any Member Data or Company Data to such third parties as required to deliver their services.
- Governing Law. The Talent Community Agreement is governed by the laws of Western Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
- Liability for Expenses. Each party must pay its own expenses incurred in negotiating, executing, stamping and registering the Talent Community Agreement.
- Inconsistency. If the Talent Community Agreement is inconsistent with any other previous document or agreement between the parties, the terms of the Talent Community Agreement prevail to the extent of the inconsistency.
- Counterparts. The Specific Terms and Conditions may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
- Time. Time is of the essence in the Talent Community Agreement.
- Publicity. LiveHire may issue a press release or make any other public statement referencing the Company and use the Company's name, logo or trademarks for publicity or advertising purposes.
- Severability. Any clause of the Talent Community Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of the Talent Community Agreement.