The HROnboard Pty Ltd ACN. 156 667 364 (‘HROnboard”) Terms of Service governs your initial purchase as well as any future purchases made by you, and are binding on any use of the Software and/or Service and apply to you ("you") from the time that HROnboard provides you with access to the Software and/or Service.
Acceptance will bind you and all of your employees and any other person you permit to use the Service to these Terms of Service. If you do not accept these Terms, you must not use the Service.
1.1 In these Terms of Service the following terms shall have the following meanings:
(a) “Administrator” means an Authorised User of the Service who has been granted administrator-level security permission in connection with your use of and access to the Service;
(b) “Agreement” means the agreement between you and HROnboard that is formed by your acceptance of these Terms of Service;
(c) “APIs” means the application programming interfaces made available by HROnboard that can be used by third party applications to create and extract information from the HROnboard Software;
(d) “Applicable Privacy Law” means all applicable privacy and data protection laws including the Privacy Act 1988 (Cth) and the Australian Privacy Principles set out therein (as amended from time to time), the Data Protection Act 1998 (as replaced by the GDPR with effect from 25 May 2018), all subordinate legislation, directions of any competent privacy regulator, common law and other relevant court decisions and all relevant privacy and/or data protection codes of practice in each case as may be amended or replaced from time to time as they apply to personal data that you provide to us.
(e) “Authorised User” means any person authorised or permitted by you to use the Service (provided that such use is not prohibited under these Terms of Service);
(f) “Business Day” means any day that is not a Saturday, Sunday or national public holiday in Australia;
(g) “Confidential Information” means the confidential information of a Party and which is not publicly available and includes:
(i) confidential information relating to the technology and design of the Service or Software (being confidential information of HROnboard);
(ii) confidential information relating to any Customer Data (being your confidential information);
(iii) information relating to the personnel, policies or business strategies of either Party (being the confidential information of the relevant Party); and
(iv) information relating to the terms upon which any Services are provided by HROnboard to you (being HROnboard’s confidential information);
(h) “Consulting Services Agreement” means an agreement for the provision by HROnboard for consulting services in the terms set out at https://hronboard.me/consulting-terms/ as those terms may be amended from time to time;
(i) “Customer Data” means any data, information or other material supplied or made available by you for the purposes of your use of the Service;
(j) “Fees” means the fees applicable for your use of the Service as set out in the Order Details Document, and, without limitation may include the Subscription Fee and the Up-Front Fees;
(k) “HROnboard Connector” means a software program used to integrate the Software with third party applications whether provided by HROnboard or a third party,
(l) “Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks (whether registered or unregistered), designs, patents and inventions, circuit layouts, business and domain names and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields;
(m) “Offboarding” means the exiting of an employed or contracted personnel from the organisation that has employed or otherwise engaged it and the term includes related actions and processes;
(n) “Onboarding” means the introduction and integrating of a newly employed or contracted person into the organisation that has employed or otherwise engaged it and the term includes related actions and processes;
(o) “Order Details Document” means the document the terms of which have been agreed to by the Parties setting out specific details of the terms on which you are permitted to use the Service, including details such as amounts of Fees, any specific limitations or conditions on use, and or any additional works, goods or services to be provided to you;
(p) “Party“ means either HROnboard or you as the context dictates;
(q) “Personal Information” has the meaning given in the Applicable Privacy Law;
(r) “Scheduled Maintenance” means maintenance that has been scheduled by or on behalf of HROnboard in respect of the Software or Service, such as upgrades or repairs to the Software, Service or HROnboard’s systems (including any relevant data network) used to provide the Service, and as a result of which all or part of the Service is not or may not be available to you;
(s) “Service” means the online service provided by HROnboard by way of and incorporating the Software, which service enables inter alia the making of job offers to prospective employees and contractors, for Onboarding, re-issuing of contracts for re-hires, and Offboarding of personnel and unless the context requires otherwise, incorporates a reference to the Software as well as to any online or other documentation provided by HROnboard for use in connection with the Software and the aforesaid services;
(t) “Software” means the HROnboard Software, and unless the context requires otherwise, includes all modifications, enhancements or updates thereto that may be provided by or on behalf of HROnboard;
(u) “Subscription Commence Date” means the start date of the Service and initial Subscription Period as set out in the Order Details Document;
(v) “Subscription Fee” means the fee so described and detailed in the Order Details Document;
(w) “Subscription Period” means the period so described in the Order Details Document, being the period during which you are entitled to use the Service and Software in accordance with these Terms of Service, which period may be on an annual, quarterly or monthly basis as set out in the Order Details Document;
(x) “Term” means the period commencing upon your action indicating acceptance of these Terms of Service and ending when this Agreement terminates or expires in accordance with its terms. The Term is 12 months unless specified otherwise in the Order Details Document. Unless the context requires otherwise, where you use the Service in accordance on a subscription basis the Term shall be the same period as the Subscription Period;
(y) “Unscheduled Maintenance” means unscheduled emergency maintenance, upgrades or repairs to the Software, Service or HROnboard’s systems and all or part of the relevant Software or Service are not available to you as a result;
(z) “Upfront Fees” means the fees so described and detailed in the Order Details Document, if and to the extent applicable to you and your licence of the Service.
2.1 Subject to the payment of the applicable Fees, HROnboard grants you access to and a non-exclusive, non-transferable licence to use the Service and the Software for the Term, strictly in accordance with these Terms of Service.
3.1 For the Term, and subject to these Terms of Service (including payment of all applicable Fees), HROnboard will provide you with access to and a non-exclusive, non-transferable, non sub-licensable licence to access and use:
(a) the HROnboard APIs; and
(b) HROnboard Connectors, if and to the extent specified in the Order Details Document;
in and for the ordinary course of your business (but for no other purpose, such as resale).
3.2 You may, sub-license the rights granted by clause 3.1(a) and 3.1(b) to your employees, contractors and service providers, on the same terms and conditions as you are licensed hereunder.
4.1 HROnboard may at its discretion update the Software and Service to incorporate new features, functionality and/or bug fixes, and you acknowledge that such updates may vary the user experience.
4.2 HROnboard may change this Terms of Service. If we make a material change to the Terms of Service, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on our website. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions.
5.2 You are solely responsible for any activity occurring on your account. You must maintain the security of your account details including passwords. If you suspect unauthorised use of your account or that your password is no longer secure, you must notify us immediately.
5.3 You may not use another customer’s account without their permission.
6.2 Personal Information collected by HROnboard is transferred to our servers as a function of transmission across the Internet.
6.3 Your Personal Information is stored on our servers, primarily Amazon Web Services, in Australia. Your Personal Information will be routed through, and stored on, those servers as part of the Service.
6.4 By providing your Personal Information to HROnboard, you consent to HROnboard storing your Personal Information on servers hosted in Australia. While your Personal Information will be stored on servers located in Australia, it will remain within HROnboard’s effective control at all times. The server host’s role is limited to providing a hosting and storage service to HROnboard. HROnboard ensures that our server hosts do not have access to, and use the necessary level of protection for, your Personal Information.
7.1 You agree to pay, without set off or deduction, the Fees that apply in respect of your use of the Service. You are not entitled to commence or continue to use the Service until and unless the corresponding Fee has been paid.
7.2 If GST is imposed on a supply that is expressed to be exclusive of GST under this Agreement, you must pay the GST amount with and in addition to the Fees. HROnboard will itemise any applicable GST on each tax invoice.
7.3 You acknowledge that you are responsible for and must immediately upon notice, reimburse HROnboard for any transaction, processing, dishonour or charge-back fees issued by a financial institution or payment gateway in the course of making payment.
7.4 Customer acknowledges and agrees that HROnboard will not be required to refund any Fees paid unless the Fees have been charged in error, or unless otherwise required under the Australian Consumer Law. Without limiting the previous clause, refunds are not available for “change of mind” reasons.
7.5 If and to the extent that you believe that an invoice contains an error and you wish to dispute an invoice, you must:
(a) take reasonable steps to notify HROnboard before the due date of the invoice;
(b) pay all undisputed Fees and amounts on the invoice; and
(c) provide detailed information about any disputed amounts.
8.1 You agree:
(a) to provide HROnboard with all information that HROnboard reasonably requires for the purpose of providing any Services to you;
(b) that you will be responsible for providing your own facilities (including hardware, software and systems) necessary for accessing the Service.
(c) that HROnboard accepts no responsibility for any deficiency in your access facilities.
8.2 You agree that the Service may only be use on a computer or other device that meets the compatibility requirements notified by HROnboard from time to time. You agree that it shall be your responsibility to ensure that your computer(s) and other applicable devices meet such requirements and are maintained in good order.
8.3 You must supervise and control the use of the Service in accordance with the terms and conditions of these Terms of Service and must ensure that your employees, sub-contractors and other agents who have authorised access to the Service are made aware of the terms and conditions of these Terms of Service. You agree that HROnboard is authorised to act on all instructions received when the password of an Administrator is used in conjunction with the user ID of the Administrator. You agree to use reasonable endeavours to ensure that Authorised Users do not give or make available their password or User ID to any other person without your approval.
8.4 You may not give details of or allow any third party to use any passwords, account numbers or other access or security-related codes provided to you by HROnboard in connection with the use of the Service.
8.5 You may not re-sell, rent, sub-license or lease your licence to the Service or the Software.
8.6 You undertake to:
(a) not copy, reproduce, translate, adapt, vary or modify the Software (or any related documentation provided by HROnboard, whether online or otherwise associated with the Service) without the express consent of HROnboard, except as expressly authorised by these Terms of Service or Pt III Div 4A of the Copyright Act 1968 (Cth);
(b) not provide or otherwise make available the Service or Software in any form, except as expressly contemplated under these Terms of Service, to any person without the written consent of HROnboard;
(c) not reverse engineer or decompile any part of the Software;
(d) not combine or incorporate the Software or any part in any other program or system, other than through the API and Connectors as provided hereunder;
(e) not use the Service or Software in breach of any applicable law;
(f) use, and to ensure that all Authorised Users use the Service only in accordance with these Terms of Service and any reasonable instructions or directions given or provided by HROnboard in respect of the Services from time to time;
(g) not allow Authorised Users to abuse the Service and not use or allow Authorised Users to use the Service in any way that may adversely affect the reputation or goodwill of HROnboard; and
(h) disallow any person who is not an Authorised User from using the Service.
9.1 You agree that you must not use or access the APIs in any manner not expressly permitted under these Terms of Service. Without limiting the foregoing, you must not whether by yourself or through any third party, in or by your use of the APIs:
(a) commercialise, sell, trade, disclose, publish, or allow access to the Service or API, except as expressly permitted under this Agreement;
(b) distribute, modify or reproduce or create derivative works of, decompile, reverse engineer or alter the API or content appearing on the Service;
(c) use an API in any way that would breach or enable any user of your application to breach these Terms of Service;
(d) access or use the Service or other information belonging to HROnboard using spiders, robots, scraping or similar technology;
(e) use it for any purpose that is in any way false, deceptive, misleading, defamatory, threatening, harassing, or infringes any third party's intellectual property (including but not limited to copyright, trade mark and patent) rights, is in breach of contract or is otherwise unlawful;
(f) disclose or allow use of any API key by any third person; or
(g) that in any way may expose HROnboard’s systems to viruses or otherwise damage its systems and/or the Service.
(a) reserves the right to throttle data (i.e. to regulate the data transfer rate) made available to you through use of any API; and
(b) will use reasonable endeavours to make APIs “backwards compatible” but does not guarantee to do so, noting that your use of an API may result in a degradation in performance of your application that makes use of data through such API.
10.1 If and to the extent that additional services are requested of HROnboard in connection with the set-up, integration, configuration or other technical services, such services shall be provided in accordance with the Order Details Document or the then current Consulting Services Agreement except if and to the extent the Parties agree otherwise in writing.
11.1 In the event that in any calendar month during the Term you experience less than 99% availability of the Service (other than for any Scheduled Maintenance in accordance with clause 11.5) you may request a refund or a credit of Subscription Fees paid in advance from HROnboard (“Service Credit”). If requested, the amount of the Service Credit shall be calculated by multiplying your pro-rated monthly Subscription Fees for the calendar month in which the Service Credit was incurred, by the percentage shown in the table below that corresponds to the actual Availability of said Services during that month.
|Availability Percentage||Percentage Credit|
|97% or over, but below 99%||25% for that portion|
|95% or over but below 97%||50% for that portion|
|Below 95%||100% for that portion|
11.2 Clause 11.1 applies only to your production environment of the Service, and not to any non-production environment. Availability of the service can be monitored at http://status.hronboard.me
11.3 You must request a Service Credit to be entitled to it. If you believe you are eligible for a Service Credit for any given calendar month you must notify HROnboard in writing within 5 Business Days from the end of such month in order to receive a Service Credit.
11.4 Your aggregate Service Credits (and any other remedy in respect of downtime, to the extent permissible at law) in any single calendar month of the Term are capped at and may not exceed your Subscription Fees for the calendar month in which the Service Credit(s) were incurred.
11.5 HROnboard Scheduled Maintenance occurs fortnightly on Sunday for two hours where all or part of any Service will not be available to you.
11.6 HROnboard will use best endeavours to provide you with at least one (1) Business Day’s notice of any Unscheduled Maintenance where all or part of any Services will not be available to you along with an estimate for the duration of the Unscheduled Maintenance.
11.7 Despite any other provision of this Agreement, HROnboard will not be responsible for any failure of the Service to function as intended by HROnboard if such failure is caused by telecommunications failure or fault, defective equipment utilised by you or your incorrect operation of your own access facilities.
12.1 HROnboard warrants that:
(a) the Service and the Software does not infringe the Intellectual Property Rights of any third party;
(b) it will comply with its obligations under the Applicable Privacy Law; and
(c) it will use industry standard precautions to prevent the introduction of any virus into your systems, including the use of current virus protection software.
12.2 You agree and acknowledge that subject to and other than as expressly set out in these Terms of Service (and except as otherwise required by law) the Service, the Software, the APIs and the HROnboard Connectors are made available to you on an “as is” basis and that HROnboard makes no other representation or warranty as to the reliability, suitability or availability of any of these. Except to the extent required by any applicable law, HROnboard disclaims all warranties, whether express or implied, regarding the Service, the Software, the APIs and the HROnboard Connectors, including, without limitation any and all warranties of merchantability, accuracy, results of use, availability or uptime of the API, reliability, security, compatibility with other programs, freedom from spyware, viruses, worms or other malicious code, fitness for purpose, support and non-infringement of third party rights. Further, HROnboard disclaims any warranty that your use or the Service, the Software, the APIs and the HROnboard Connectors will be uninterrupted or error free.
12.3 HROnboard disclaims any warranty that any documents produced, manipulated or managed in any way using the Service will be suitable for your circumstances, legally effective, legally valid or will best protect your legal position. You should always seek legal advice in connection with and in substitution for reliance on the Service to ensure that your legal position is best protected.
12.4 Without limiting any other clause, HROnboard and its officers, directors and employees will not be liable for personal injury or any indirect, special, incidental, economic, consequential, exemplary or punitive damages of any kind arising out of or related to these Terms of Service and this Agreement, including but not limited to damages for loss of profits or data or the use of or inability to use the API.
12.5 While HROnboard will use reasonable endeavours to ensure that all documentation, forms, information and other services provided or facilitated through your use of the Service comply with applicable laws and regulations relating to matters such as (but not limited to) employment laws, superannuation laws and tax laws, HROnboard specifically excludes any warranty in that regard.
12.6 Without limiting clauses 12.3 or 12.4, you agree and acknowledge that HROnboard expressly excludes any warranty that the Service will facilitate legal compliance with the various legal and regulatory schemes that may apply to you in respect of the activities for which you use the Service. Without limiting the previous sentence, HROnboard excludes any warranty that employment offer documentation generated by use of the Service complies with and meets all necessary or desirable legal requirements. You agree and acknowledge that your use of the Service is not intended to be a substitute for you obtaining legal advice from an appropriately qualified practitioner.
12.7 Further, you agree and acknowledge that it shall be and remain your sole responsibility to comply with all laws, regulations and standards regarding the recordal, storage, retrieval and use of data and information and other applicable legal or regulatory compliance activities associated with the services provided or made available through use of the Service, and that this obligation may require you on an ongoing basis to assess whether the Service’s methods of data recordal, storage and retrieval adequately and suitably enable such compliance and/or whether additional or alternative methods and activities are necessary or preferable.
12.8 You agree and acknowledge that the Service cannot be guaranteed safe from corruption or access through malicious third party hacking or similar activities.
12.9 If any statute or other law (including the Australian Consumer Law) implies terms into these Terms of Service which cannot be lawfully excluded, such terms will apply to these Terms of Service, except that, to the extent permissible at law, the liability of HROnboard for breach of any such implied term will be limited, at the option of HROnboard to any one or more of the following:
(a) the replacement of goods to which the breach relates or the supply of equivalent goods;
(b) the repair of such goods;
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(c) the payment of the cost of having the goods repaired.
12.10 Except as expressly provided to the contrary in these Terms of Service, HROnboard (including its directors) will not be liable to you or any other person for any loss or damage, including special, indirect or consequential damages (such as loss of profits) arising out of a breach of these Terms of Service or arising out of the supply of the Service.
12.11 You acknowledge that you have exercised your independent judgment in selecting the Service and have not relied on any representation made by HROnboard which has not been stated expressly in these Terms of Service.
12.12 You agree to indemnify HROnboard, its officers, agents and employees against any loss or damage occasioned to them as a result of any breach by you of the terms and conditions of these Terms of Service.
12.13 Subject to the limitations in clause 12.10 HROnboard agrees to indemnify you against loss or damage occasioned to you as a result of any claim brought against you by a third party whereby it is established that your use of the Service or Software has resulted in:
(a) an infringement of third party’s Intellectual Property Rights; or
(b) a breach of the Applicable Privacy Law.
12.14 To the fullest extent permitted by law, the total aggregate liability of HROnboard to you for any breach of these Terms of Service or other liability will be limited to the total Fees paid by you to HROnboard during the previous 12 month period except in respect of a claim in relation to the matters set out in 12.13, which shall not be so limited.
13.1 You acknowledge that title in and all Intellectual Property Rights relating to the Software and the Service (including any modifications, enhancements, or upgrades made to any Software or the Service) whether or not as a result of any suggestion, ideas, enhancement requests, feedback or recommendations provided by you, vest in and are owned by HROnboard and or its third party service providers as applicable. No ownership rights are assigned to you by this Agreement.
13.2 The Software, the Service and any accompanying documentation (including documentation in electronic format) are the subject of copyright. You must not during or any time after the expiry or termination of these Terms of Service do or permit any act which infringes that copyright, and, without limiting the generality of the foregoing, you acknowledge that you may not copy the Software or Service except as otherwise expressly authorised or acknowledged under these Terms of Service.
13.3 You license HROnboard to use any Customer Data provided by you through your use of the Service, for the purposes of HROnboard providing the Service to you.
14.1 A Party must not, without the prior written approval of the other Party, disclose or use the other Party’s Confidential Information.
14.2 A Party will not be in breach of clause 14.1 in circumstances where it is legally compelled to disclose the other Party’s Confidential Information.
14.3 Each Party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement do not make public or disclose the other Party’s Confidential Information.
14.4 Notwithstanding any other provision of this clause 14 the Parties may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to their related companies, solicitors, auditors, insurers and accountants and then only to the extent that those Parties have a need to know.
14.5 This clause 14 will survive the termination of this Agreement.
15.1 HROnboard acknowledges that any of your Customer Data which is stored by the Service remains your property and that you own all Intellectual Property Rights therein.
15.2 Subject to clause 15.4 HROnboard agrees to retain a backup copy of any of your Customer Data which is stored by it or on its behalf pursuant to these Terms of Service.
15.3 Subject to clause 15.4 within Five (5) Business Days of making a request, you may obtain a copy of any Customer Data which is stored by HROnboard pursuant to these Terms of Service provided that such a request may not be made more than 60 days after the expiry or termination of the Subscription Period.
15.4 You acknowledge and agree that:
(a) Customer Data will be stored on servers operated by HROnboard’s third party service providers;
(b) you will not be permitted to access any Customer Data stored by or on behalf of HROnboard after 60 days after the expiry or termination of this Agreement;
(c) you delete any Customer Data from any system at its own risk;
(d) at any time after the expiration of 60 days from the date of the expiry or termination of this Agreement HROnboard will delete any Customer Data stored by it or on its behalf pursuant to this Agreement; and
(e) at any time after the expiration or termination of the agreement, you may request in writing that all Customer Data is deleted. HROnboard agrees to execute this request within 14 days of a request being made.
15.5 Nothing in this clause 15 is intended to limit any right you have under the Applicable Privacy Law.
16.1 HROnboard will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by HROnboard personnel except:
(a) to provide the Services and prevent or address service or technical problems,
(b) as compelled by law, or
(c) as you expressly permit in writing.
16.2 You agree to comply with any directions relating to the security of the Service which are given by HROnboard from time to time.
16.3 You acknowledge that:
(a) the Internet is an inherently insecure medium and that no data transmission over the Internet can be guaranteed as totally secure; and
(b) any Customer Data is transmitted to HROnboard over the Internet at your own risk.
17.1 Without limiting any other right or remedy HROnboard may have, HROnboard may suspend your access to and use of the Service immediately by written notice to you if:
(a) You fail to make any payment when due, or any payment is dishonoured or subject to chargeback;
(b) HROnboard has reason to suspect illegal or unethical activity in relation to your data or usage of the Software or Service; or
(c) you fail to remedy any breach of these Terms of Service despite receiving 14 days written notice of its default.
18.1 The Term commences upon the Subscription Commence Date set out in the Order Details Document and shall remain in force for the period up to and including the expiry or termination date, unless and until you renew it for one or more further periods by your payment of the then applicable renewal fees.
18.2 Either party may terminate this agreement immediately by written notice if:
(a) the other Party commits a material breach and fails to remedy it despite receiving 30 days written notice of its default;
(b) the other Party becomes or threatens to become subject to any form of insolvency administration;
18.3 If this Agreement is terminated for any reason, then in addition to any other rights a party may have HROnboard may issue an invoice for any other work performed but not previously billed.
18.4 In addition to any other rights, if this agreement is terminated for HROnboard’s default or breach, HROnboard must refund any pre paid monies, pro-rata for the remaining part of the Subscription Term.
18.5 If this Agreement is terminated on account of your default or breach, all monies for the balance of the Subscription Term are immediately due and payable, and any monies received are non refundable.
18.6 Upon termination under clause 18.5, your entitlement to use the Service shall cease and you must destroy any copies of any documentation provided or otherwise return or dispose of such material in the manner directed by HROnboard.
18.7 Termination pursuant to this clause will not affect any rights or remedies which HROnboard may have otherwise under these Terms of Service or at law.
During the Term HROnboard will use reasonable endeavours to maintain and support the Service. Methods of support shall include online support user guides, online chat, ticketing system, phone support +61 3 9879 2144 (available Monday to Friday, 9 am to 5pm Australian Eastern Standard Time) and email support (firstname.lastname@example.org).
The benefit of this agreement must not be dealt with in any way by you (whether by assignment, sub-licensing or otherwise) without HROnboard's written consent. HROnboard may assign the benefit of these Terms of Service upon notice to you.
Failure or neglect by either party to enforce at any time any of the provisions of these Terms of Service will not be construed or deemed to be a waiver of that party's rights under these Terms of Service.
If any provision of these Terms of Service is held invalid, unenforceable, or illegal for any reason the licence agreement shall remain otherwise in full force apart from such provisions, which shall be deemed deleted.
Those clauses capable of surviving the termination of these Terms of Service shall do so.
This licence agreement will be governed by and construed according to the laws of the State of Victoria, Australia and the parties submit to the exclusive jurisdiction of the Courts in that territory.
These Terms of Service together with any document referred to herein constitute the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.