1.1. Staff Engaged Pty Ltd (“Staff Engaged,” “We” or “Our”) provides this website, its Service (as defined below) to You through its website located at https://staffengaged.com (the “Site”), subject to these Terms.
1.2. By accepting these Terms online or in an order form incorporating these Terms, or by accessing or using the Service or Site, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that the information You provide in registering for the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
1.3. You acknowledge that these Terms constitute a contract between You and Staff Engaged, even though it is electronic and is not physically signed by You and Staff Engaged, and that these Terms govern Your use of the Service and Site and supersede any other agreements between You and Staff Engaged.
2.1 For the Term set forth below and subject to these TOS, We grant You a limited, non-transferable, non-exclusive right to access and use Our proprietary software products and related documentation (“Software”) found on the Service for Your internal business use only (collectively referred to as the “Service”).
2.2 Nothing contained in these TOS shall transfer or be deemed to transfer to You any rights in or to the Service other than those specifically stated herein.
2.3 You will not (i) copy, reproduce, alter, modify, or create derivative works from the Service; (ii) rent, lease, distribute, or resell the Service, or use the Service as the basis for developing a competitive solution (or contract with a third party to do so); or (iii) remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Service. You will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations.
2.4 You will not nor will You authorize or encourage any third party to (i) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Us; (ii) resell, duplicate, reproduce or exploit any part of the Service without Our express written permission; or (iii) use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service.
2.5 The license granted to You includes basic support at no additional charge. Basic support includes commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which We shall schedule to the extent practicable during the weekend hours), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks.
3.1 We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your data in our possession. We shall not disclose Your data except as compelled by law or as expressly permitted in writing by You, or access Your data except to provide the Service and prevent or address service or technical problems, or at Your request in connection with support matters. Except as specified above, You are responsible for protection of the security, confidentiality and integrity of Your accounts and your data
3.2 In the event We discover that the security of Your data has been breached, We will promptly notify You of the nature and scope of such breach and will immediately initiate remedial actions consistent with industry standards.
3.3 Individual users and companies are responsible for implementing a system to ensure the strength of user passwords.
3.4 Requests for deletion of user personal data must be submitted by You in writing.
4.1 Your Service subscription with StaffEngaged renews automatically at the end of each billing period until cancelled. For user-based billing plans, We will automatically adjust Your license count to match Your user count at the start of Your billing period. We will invoice You via email. If You do not settle the invoice before the due date, Your subscription may be suspended. You can resume or cancel your subscription at the end of your billing period in the billing section of the admin interface, or by reaching out to Us at support@staffengaged.com.
4.2 If you provide a payment method, such as Your credit card information, the payment method will be charged at the beginning of a billing cycle. For wire transfers, the Payment terms are indicated on your invoice.
4.3 All fees are exclusive of taxes or duties imposed by governing authorities. You are responsible for the payment of all such taxes or duties.
4.4 Current customers will be informed of future price increases 90 days before they take effect. The price will then adjust upon the next renewal.
5.1 You acknowledge that StaffEngaged owns all right, title, and interest in and to the Software, Service, and any modifications and enhancements, including all intellectual property rights protected by Australian and international intellectual property laws. StaffEngaged also retains all right, title, and interest to transactional and performance data related to the use of the Service that We may collect, use, and disclose for Our business purposes (including software use optimization and product marketing) provided that such use does not reveal any of Your Confidential Information.
5.2 You retain all right, title, and interest to any and all information provided, input, or uploaded to the Service by You, or by Us on Your behalf.
6.1 You accept and acknowledge that StaffEngaged does not exercise any control over Your specific human resource practices or decisions related to employment, promotion, advancement, termination, or compensation of Your employees when using the Software or the Service. You assume full responsibility for any and all decisions with respect to Your use of the Service and agree to use the Service at Your own risk.
6.2 You further acknowledge that it is Your sole responsibility to monitor Your and Your employees’ compliance with all applicable laws when using the Service.
6.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE, PERFORMANCE, AND RESULTS OF THE SERVICE RESIDES WITH YOU AND STAFFENGAGED SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE OR ANY HARMFUL DATA OR CODE UPLOADED TO THE SERVICE BY YOU, YOUR EMPLOYEES, OR CONTRACTORS. STAFFENGAGED DOES NOT WARRANT THAT OPERATION OF THE SERVICE IS ERROR-FREE OR THAT IT WILL BE UNINTERRUPTED.
EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR BREACH OF SECURITY WITH RESPECT TO YOUR DATA, LOSS OF BUSINESS INFORMATION AND OTHER PECUNIARY LOSS AND COSTS OR LEGAL EXPENSES) INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, ARISING FROM OR RELATED TO THE SERVICE OR ITS USE, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, STATUTE, TORT, OR ANY OTHER THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CLAIM OR DAMAGES UNDER THESE TERMS OF SERVICE SHALL NOT EXCEED THE AMOUNTS PAID TO STAFFENGAGED DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM OR DAMAGES. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THIS IS A REASONABLE ALLOCATION OF RISK.
8.1 The term of these Terms of Service commences the day You first access the Service (“Effective Date”) and will continue until all subscriptions in line with these Terms of Service have concluded or been terminated (the “Term”). Should You opt to use the Service during a free trial period and choose not to purchase a subscription before the trial's end, the Terms of Service will conclude at the trial's end.
8.2 User subscriptions that You procure will begin on the start date as outlined in the applicable Order Form and will persist for the subscription duration as indicated on that Form.
8.3 Either party may conclude the Terms of Service at any given moment if there is a significant breach by the other party that remains unaddressed for thirty (30) days subsequent to receiving written notice of the breach. If these Terms of Service are terminated due to Your breach, no refund will be provided to You. If the termination results from a breach on Our part, You will be given a pro-rata refund of the fees paid, computed from the first day of the month post the termination's commencement.
If You subscribe to the Service, You agree that We may disclose the fact that You are Our customer. While these TOS are in effect, You grant Us the right to reference Your company name, along with Your logo, in marketing materials and on Our public web site until such time as Your use of the Service is discontinued.
10.1 Governing Law. These TOS are governed and construed under the laws of Australia without reference to its conflicts of laws principles.
10.2 Dispute resolution. We shall attempt in good faith to promptly resolve any disputes that arise under these TOS by negotiation between executives who have authority to settle the controversy. If the dispute cannot be amicably resolved within 60 days or any other mutually agreed to period, the matter will be submitted to binding arbitration before a single arbitrator under the rules of the Australian Disputes Centre. The arbitration will take place in Sydney, Australia. Arbitration costs and reasonable documented attorneys’ costs of both parties will be borne by the party that ultimately loses.
10.3 Assignment. Neither of Us will assign its rights or obligations under these TOS without the other’s prior written consent, except that either party may, without such consent, assign or transfer these TOS to an affiliate or a purchaser of all or substantially all of its assets or to a successor organization by merger, consolidation, change in control or otherwise. These TOS are binding upon the parties and their respective successors and permitted assigns.
10.4 Severability. If any provision of these TOS should be held invalid, illegal or unenforceable by a court having jurisdiction, We will negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects Our original intent and all other provisions of these TOS shall remain in full force and effect and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.
10.5 Entire Agreement. These TOS as amended from time to time including any attached schedules and exhibits and any executed Order Forms comprise the entire agreement between Us with respect to the Service and supersede all prior representations, agreements and understandings, written or oral.