WorkinAUS has developed and operates a jobs board platform which provides a customisable and curated feed of job vacancy information. WorkinAUS allows third parties to white-label a customised instance of the WorkinAUS platform with a curated feed of job vacancy information (Partner Platform).
1. Definitions
- 1.1 Capitalised words used in these Terms have the meaning given them in these Terms or the Quote which incorporates these Terms (as relevant).
2. Term
- 2.1 These Terms commence on the date they were signed and continue for the Initial Term.
- 2.2 Unless either party provides at least 30 days’ notice, at the end of the Initial Term and any subsequent Renewal Term, these Terms automatically renew for the Renewal Term (together, the Term).
3. Provision of the Partner Platform
- 3.1 We will use our reasonable efforts to comply with any requests you make in respect of the Platform Variables during the Customisation Period. After the end of the Customisation Period, any further changes to the Platform Variables or the Partner Platform must be agreed by us, and may be subject to additional fees as agreed.
- 3.2 Subject to these Terms, during the Term, we:
- (a) will provide the WorkinAUS Commitments;
- (b) will give you the royalty-free right to access and use the Partner Platform; and
- (c) will allow you to grant your members and casual users the right to access and use the Partner Platform through the online facility by which the Partner Platform is accessible to you.
- 3.3 The party set out in the Quote as having responsibility for registering the URL must:
- (a) do so and must maintain that registration during the Term; and
- (b) do all things necessary to facilitate access to the Platform through the URL.
- 3.4 On termination of these Terms for any reason, the Partner must do all things necessary to transfer the URL to WorkinAUS or its nominee.
4. Use of the Partner Platform
- 4.1 In respect of your access to and use of the Partner Platform, you agree that you have read, and agree to be bound by, the WorkinAUS Platform Terms of Use available at https://hire.workinaus.com.au/employer/terms-conditions (as though a reference to ‘Platform’ in those Terms of Use was a reference to the ‘Partner Platform’), provided that to the extent of any inconsistency:
- (a) these Terms will take precedence over the Platform Terms; and
- (b) any Special Conditions specified in the Quote will take precedence over both these Terms and the Platform Terms.
- 4.2 You agree that you will not actively promote the Partner Platform outside the Territory.
- 4.3 You agree that you may be required to create and use an account to fully access or use the features of the Partner Platform, including its dashboard. We have the right to disable your account if, in our reasonable opinion, you are in breach of these Terms.
5. Exclusivity
- 5.1 You agree that during the Term you will not operate, or enter into any agreement with any other operator of, a platform with similar functionality to the Platform.
6. Your obligations
- 6.1You agree to provide the Partner Commitments.
- 6.2You are responsible for configuring your technology to access the Partner Platform.
7. Our obligations
- 7.1 We will host the Partner Platform as an instance and subset of the Platform, provided that the Platform and available Listings will be varied by the Platform Variables.
- 7.2 We will take reasonable steps to ensure that the Partner Platform is secure, virus-free and available.
- 7.3 You acknowledge and agree that we may:
- (a)update and change the Platform (and as a result the Partner Platform) from time to time to reflect changes to our services, our users’ needs, changes in law and our business priorities; and
- (b)suspend or withdraw or restrict the availability of all or any part of the Platform for our reasonable business and operational reasons.
- 7.4We will use our best endeavours to provide you with advance notice of any changes under clause 7.3. If any such change materially and detrimentally affects you or your members, you may terminate these Terms without consequence by giving us notice within 30 days of the change.
8. Use by Members
- 8.1 You acknowledge and agree that:
- (a)users may be required to create an account on the Partner Platform and agree to our Platform Terms of Use and Listing Terms (as relevant) to access or use some or all of the features of the Partner Platform; and
- (b)we are solely responsible for setting the fees to submit Listings. From time to time we may offer entities that are your members discounts on Listing Fees in respect of Listings they post to the Partner Platform. Information about those discounts, if any, is set out on the Partner Platform dashboard.
9. Warranties
- 9.1 You warrant that:
- (a)your Representative has authority to make decisions on your behalf in connection with these Terms; and
- (b)the content, materials and information you provide to us to include on the Partner Platform (including any trade marks and any written, audio, visual and/or audio-visual content), whether owned or licensed by you (together, Partner Content):
- (i)does not and will not infringe the rights (including Intellectual Property Rights) of any third party; and
- (ii)is owned by you, or you otherwise have the right to use and sub-license such Partner Content, and that the publication of the Partner Content on the Partner Platform will not cause you or us to breach any law, regulation, rule, code or other legal obligation.
- 9.2We warrant that your access and use of the Partner Platform (except to the extent it includes Partner Content) in accordance with these Terms will not infringe the rights (including Intellectual Property Rights) of any third party or cause you to breach any law, regulation, rule, code or other legal obligation.
10. Intellectual property rights
- 10.1 We are the owner or the licensee of all intellectual property rights in the Platform and Partner Platform and in the material provided by us that is published on it.
- 10.2 During the Term, you grant to us a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, transmit, communicate to the public, and publicly display any Partner Content.
11. Limitation of liability
- 11.1Subject to clauses 11.2 , 11.3 and 11.4 , to the maximum extent permitted by law:
- (a) you acknowledge and agree that we provide the Partner Platform on an ‘as is’ basis and that we provide no representations or warranties regarding the operation or availability of the Partner Platform, including that the services available through the Partner Platform will be uninterrupted or error free;
- (b) we are not responsible for any delays, delivery failures, or any other loss resulting from the transfer of data over communications networks and facilities, and you acknowledge that access to the Partner Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
- (c) if we are liable to you for any reason under these Terms, the amount of damages recoverable by you will not exceed the aggregate total of the Fees paid by you; and
- (d) neither party is liable to the other for any indirect, special, incidental or consequential damages or for loss of revenue, profits, business, savings, use, goodwill or data however it arises (whether in contract, tort including negligence, or otherwise) out of or in connection with the Partner Platform or any of its content.
- 11.2 A party’s obligations under these Terms will be suspended to the extent that they cannot be performed because of a force majeure event, provided the affected party notifies the other party and uses their reasonable endeavours to resume performance as quickly as reasonably possible.
- 11.3 Some laws impose non-excludable obligations on suppliers, and provide customers with non-excludable rights and remedies (Non-excludable Provisions), including (for Australian parties) the Australian Consumer Law and (for New Zealand parties) the Consumer Guarantees Act.
- 11.4 Nothing in these Terms, including any exclusion or limitation of liability contained in these Terms, limits, excludes or modifies any rights or remedies that you may have as a consumer under any applicable Non-excludable Provisions.
12. Fees
- 12.1You agree to pay us the one-off Customisation Fee and the recurring Licensing Fees in the manner set out in the Details.
- 12.2 You agree to adhere to Stripe’s Connected Account Agreement found here: https://stripe.com/au/connect-account/legal, which governs your use of Stripe Connect. Please review and agree to Stripe’s terms. You acknowledge and agree that we may, from time to time, change our payment provider.
- 12.3 We reserve the right to:
- (a)determine which credit card providers we will accept;
- (b)obtain a credit, or similar, check before conducting or continuing to conduct business with you. If so, you must either comply with our reasonable requirements or immediately stop using the Partner Platform.
- 12.4 If you late in paying the Fee for any reason, we reserve the right to:
- (a)suspend your access to and use of the Partner Platform; and/or
- (b)charge you interest on late payments at 2 percentage points above our applicable bank interest rate, plus any costs we incur in collecting payment from you.
- 12.5 Unless otherwise stated, all amounts are quoted in Australian Dollars.
- 12.6 Where GST, or an equivalent tax, is payable in respect of the Fees or any other payment under these Terms, you are solely responsible for all such taxes payable under these Terms.
13. Miscellaneous
- 13.1Subject to clause 2.1 , these Terms replace all previous representations, arrangements, understandings and agreements between you and us, and contain the entire agreement between you and us relating to their subject matter.
- 13.2These Terms are governed by the laws of New South Wales, Australia. You agree to submit to the exclusive jurisdiction of the Courts of New South Wales, Australia. If you access the Partner Platform, or provide access to your Members, from other jurisdictions, you are responsible for compliance with local laws.
- 13.3Our failure to enforce any of these Terms will not be construed as a waiver of any of our rights.
- 13.4If any term of these Terms is unenforceable, it shall be read down so as to be enforceable or, if it cannot be read down, the term shall be severed from these Terms without affecting the enforceability of the remaining terms.