Seed HR Customer Agreement
Effective July 2017
This Seed HR Customer Agreement (Agreement) is between you, being the authorised representative of the business commencing membership to the Seed HR Hub (herein referred to as ‘you’), and Seed People Consulting (ABN 85 835 207 547). When agreeing to this Agreement not as an individual but on behalf of your business, “Customer” or “you” in this Agreement means your company, any employee of the company who may have access to and/or cause to use the Agreement, and you are binding your company to this Agreement.
The terms and conditions set out in this Agreement apply to the Services (as defined below).
Subject to Section 15 below, Seed People Consulting reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement at any time by providing written notice to you. Seed People Consulting may do so by publishing the amended Agreement to the Site. If you have registered for an account with Seed People Consulting, it will notify you of the change via the notification facility in your account or via email. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes.
1 Definitions and interpretation
Agreement means these terms and conditions.
Authorised Seed HR Party means a third party that is either contracted or licensed by
Seed People Consulting to receive and use Your Data, to assist Seed People consulting in fulfilling its obligations under the terms of this Agreement or which otherwise provides services to you or Seed People Consulting in connection with the Services.
Seed HR Content means human resource documentation content available within the
Services, consisting of, but not limited to, Employment Contracts, workplace
policies and guidelines.
Employment Document refers to Employment Contracts and other Human Resource related documents.
Seed People Consulting or Seed HR means Seed People Consulting (ABN 85 835 207 547).
Seed HR Subscriptions refers to a Paid Service and made available via a subscription and/or retainer.
Seed HR System refers to all Seed HR Content, including but not limited to Employment Documents accessible through the Seed HR Hub and/or the Site.
IP Rights means intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, proprietary information or materials, or any other intellectual property right or proprietary or contractual right.
No-Charge Services are services which Seed People Consulting may offer at no charge, these include, but are not limited to free accounts and trial use opportunities.
Paid Services refers to any component of the Services which are otherwise restricted for public use and are only available to Seed HR Subscriptions.
Services refer to the Site and all websites owned or operated by Seed People Consulting or its associated entities, Seed People Consulting functions, services and
Seed HR Content.
Site refers to the Seed People Consulting websites including, but not limited
Subscriptions are Paid Services offered by Seed People Consulting on a subscription
Subscription Period refers to the set period from the date when a subscription has been entered into. Unless otherwise agreed between the parties in writing, the set period is twelve months and will commence on the day the subscription is activated in the Seed HR System.
Users refer to visitors, customers and others who access the Services whether on behalf of a company (as defined in the Corporations Act 2001 (Cth)) or on their own individual behalf, but not limited to, employers themselves, individual employees, third parties contractors of before mentioned companies and individuals otherwise using the Services.
Your Data refers to any data, Seed HR Content, code, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Services.
In this Agreement, unless the context otherwise requires, the singular includes the plural and vice versa, examples are descriptive not exhaustive (and “including” and similar expressions are without limitation), another grammatical form of a defined term has a corresponding meaning, and a reference to:
- a person includes a corporation, partnership, joint venture, association, authority, trust, state or government;
- a thing (including a right) includes any part of that thing;
iii. a reference to a section is to it as amended or replaced from time to time;
- a party includes its executors, administrators, substitutes, successors and permitted assigns; and
- legislation or a legislative provision includes any modification or re-enactment of, or substitution for, and any subordinate legislation issued under, it.
1.3 Binding legal contract
THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS.
Please read this Agreement carefully before accessing or using the Services. By using the Services, you indicate your assent to the terms of this Agreement without any modifications, additions or deletions and are entering into a binding legal contract with
Seed People Consulting. If you do not agree to the terms set out in this Agreement you
are not authorised to use the Services.
You may need to register for an account/s in order to access and use some parts of the Services. Any registration information that you provide must be accurate, current and complete. You must update your information (when such information changes) so
that Seed People Consulting may send notices, statements and other information to you by email or through your account/s.
During the registration process you will be required to establish a password. You are responsible for safeguarding this information and any other confidential identifiers. Each account is exclusive and non-transferrable. You will immediately notify
Seed People Consulting of any, or any suspected, unauthorised use of your account/s.
You are responsible for all actions and losses arising from use of your account as a result of your failure to keep your information secure and confidential. Seed People Consulting will take all reasonable steps to ensure your information is kept secure and confidential.
2.3 Notices in relation to your account
You agree that Seed People Consulting may provide you with notices in relation to your account, the Services or this Agreement either via email or a notification facility within the Site, and that such notices shall constitute provision of written notice for all purposes (including but not limited to any requirement for written notice under this Agreement).
2.4 Credit card or other payment method
You may be required, either as part of the registration process or prior to accessing parts of the Services, to provide a valid payment method and other payment information (such as your credit card details). By providing such information, you authorise Seed People Consulting to debit monies via that method of payment in respect of any purchases made by you for the Services subject to the terms of this Agreement. To avoid any doubt: if you elect monthly payment for access to the Services, your method of payment will be debited on a monthly basis, for the duration of the Subscription Period.
3 Your Licence to Use the Services
ANY USE OF THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED
3.1 Subject to the terms of this Agreement (and your compliance with it) and your payment of any required fees, Seed People Consulting grants you a limited, non-exclusive, non-transferable licence to access and use the Services. Seed People Consulting reserves all right, title and interest not expressly granted under this licence to the fullest extent possible under applicable laws.
3.2 Where you are provided access to Seed HR Content, you will also have a limited, non-exclusive and non-transferrable licence to reproduce the Seed HR Content for the sole purpose of the Customer, to enable the Customer to undertake the primary function of the Customer’s business.
3.3 The licences granted above are given only with respect to the relationship between you and your employees and contractors, or the relationship between you and the persons who provide personal services to you as a business. If you wish to access or use those parts of the Services for any other purpose, including but not limited to assisting another person (including any of your associated entities) to prepare documents pertaining to a relationship between that other person and its employees or contractors, you must first purchase a licence from Seed People Consulting that permits that form of use. Alternatively, that other person must register to the Site and obtain its own licence to access and use those restricted parts of the Site.
3.4 You agree that you will not (unless expressly permitted by this Agreement, or with the express prior written consent of Seed People Consulting):
- decompile, reverse engineer, disassemble, rent, lease, loan, sell, sub-licence without Seed People Consulting’s authority, or create derivative works from the Services
- use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or Users from the Services
iii. use any software, device or manual process to monitor or copy the Services (including but not limited to the use of data mining, robots, screen scraping or other similar automated data gathering)
- modify or copy the layout of the Services, or any computer software or code contained in the Services
- in any way compromise the integrity of Employment Hero systems (including without limitation probing, scanning or testing the vulnerability of any system or network that hosts the Services)
- tamper with, reverse-engineer or hack the Services, circumvent any security or authentication measures, or attempt to gain unauthorised access to the Services, related systems, networks or data
vii. modify, disable or compromise the integrity or performance of the Services or related systems, network or data
viii. decipher any transmissions to or from the servers running the Site
- overwhelm or attempt to overwhelm Seed People Consulting infrastructure by imposing an unreasonably large load on the systems that consume extraordinary resources, CPUs, memory, disk space, bandwidth etc, including without limitation by: using robots, spiders, offline readers or other automated systems to send more request messages to the servers than a human could reasonably send in the same period by use of a normal browser; or by going far beyond the use parameters for the Services
- access or search any part of the Site by any means other than Seed People Consulting’s publicly supported interfaces
- use meta tags or any other hidden text on the Site
xii. misrepresent yourself, or disguise the origin of any content (including without limitation by spoofing, phishing, manipulating headers or other identifiers, impersonation or falsely implying any relationship or association with Seed People Consulting or any third party)
xiii. use the Services to violate the privacy of others, including publishing or posting other people’s private and confidential information without their express permission, or collecting or gathering the personal information of others from the Services
xiv. upload, post or in any way publish material to the Services that infringes another party’s IP Rights or legal rights to confidentiality or privacy
- use the Services or content derived from the Services to stalk, harass, bully or intimidate others
xvi. use the Services or content derived from the Services for any illegal purpose
xvii. use the Services in any manner that does not comply with all applicable laws of Australia, or of any other relevant jurisdiction
xviii. upload, repost and/or frame the content of the Services to any other site or location, online service or bulletin board
xix. reproduce the content of the Services (including but not limited to Seed HR Content) in any material form, which would result in breach the terms of this Agreement
- use any feature of the Services to send any unsolicited commercial electronic messages to other Users of the Services
xxi. post, upload, share, submit, or otherwise provide content using the Services that:
- infringes Seed People Consulting’s or a third party’s IP Rights
- is deceptive, fraudulent, illegal, obscene, defamatory, threatening, harmful, pornographic, indecent, harassing, hateful
- encourages illegal or tortious conduct or that is otherwise inappropriate
- attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition
- contains viruses, bots, worms, scripting exploits, or other similar materials
- is intended to be inflammatory
- could otherwise cause damage to Seed People Consulting or any third party.
4 Paid Services
If you elect to access Paid Services, you agree to pay all fees and charges associated with those Services unless they have been specifically waived in writing by Seed People Consulting. Those fees and charges shall be as notified when you elect to access the Paid Services (and some are also expressly referred to in this Agreement). All such fees, including any taxes and dishonour fees as applicable, will be charged to
your supplied method of payment.
Paid Services may be offered by Seed People Consulting on a subscription basis. If you elect to enter a subscription, it will operate for a Subscription Period. Unless otherwise stated, the Subscription Period for Paid Services is for a twelve (12) month period, from the date of commencement. Your subscription will automatically renew at the end of the Subscription Period, unless you cancel it before the end of your current Subscription Period. You may cancel your subscription by sending an email to email@example.com. Where that occurs, the cancellation will come into effect at the end of the Subscription Period. You will not be entitled to any credits or refunds for amounts accrued or paid prior to such cancellation.
4.3 Other paid Services
Paid Services may also be offered by Seed People Consulting on any other basis, including on an ad hoc basis. The existence and price of any such Paid Services will be disclosed to you upon confirmation of the scope of work required and prior to your purchase. Paid Services may include (without limitation):
i. HR Project Design and Implementation – HR Projects may include, but is not limited to, current organisational HR framework review and recommendations (including drafting of tailored HR documentation for the organisation); design and delivery of HR initiatives (eg. Remuneration and benefits, articulation of the organisation’s Employee Value Proposition, leadership or team development programmes, employee engagement surveys, capability framework design and assessment programmes).
iii. Development of Template Documents – The system contains generic Seed HR Content that is available for use by you. Seed People Consulting provides additional document uploads and amendment as a service. Further information on this service can be obtained by contacting Seed People Consulting at firstname.lastname@example.org. The conditions of this service is subject to change at any time based on the discretion of Seed People Consulting.
5.1 Invoice and payment timing
All fees for Paid Services (whether for subscription services or otherwise) will be invoiced and debited from your payment method as follows:
- Subscriptions (Seed HR Hub and Seed HR Hub Plus access): During the initial
Subscription Period, fees will be debited on the first day of the Subscription Period. Where monthly deductions of fees for Paid Services is selected, you will receive a Tax Invoice for all fees debited in the previous month, throughout the duration of the Subscription Period
- In each subsequent Subscription Period: fees will be debited and invoiced on the first day of the subsequent Subscription Period, or on a monthly basis, in accordance with Clause 5.1(ii)
- Other paid Services: Either on the Paid Service being provided, or at the end of the month the Service is provided – as determined by Seed People Consulting at its sole discretion.
5.2 Dishonour fee
In the event that a direct debit of nominated payment method is declined for any reason while processing a fee, you will incur a dishonour fee of $20 per occasion to Seed People Consulting. The dishonour fee will be invoiced and debited from your payment method at the time of Seed People Consulting’s discretion. You agree that this dishonour fee represents the fair cost to Seed People Consulting of the administrative action arising for Seed People Consulting in the payment being declined.
5.3 GST and other taxes
All fees and amounts referred to by Seed People Consulting (whether within the Services or otherwise) are exclusive of Goods and Services Tax, and any other applicable taxes and duties, unless expressly stated otherwise. To the extent that any such taxes or duties are payable by Seed People Consulting, you must pay to Seed People Consulting the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Seed People Consulting any such exemption information, and Seed People Consulting will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
5.4 Australian dollars
All fees and amounts appearing in this Agreement or quoted by Seed People Consulting (whether within the Services or otherwise) are in Australian dollars and are exclusive of GST.
5.5 Changes to fees
Seed People Consulting may change the pricing of fees for any Services (including adding additional Paid Services) at its sole discretion on providing written notice to you. Price changes for subscriptions will take effect at the start of the next
Subscription Period following the date of the price change. By continuing to use the Services after the price change takes effect, you accept the new price.
6.1 You acknowledge that in the course of accessing the Services or complying with this Agreement, you may gain access to or have disclosed to you Confidential Information of Seed People Consulting or any other third party (including without limitation other Users of the Services). You hereby agree to only use Confidential Information to perform your obligations under this Agreement, or in compliance with your rights under this Agreement, and not to disclose Confidential Information to any third party without the prior written consent of that party.
6.2 Where your permission is required (in accordance with applicable privacy legislation, tax legislation or other applicable laws or policies) for the collection of personal information by Seed People Consulting, for the transfer of personal information outside of Australia, for the storage of records outside Australia, for the access of personal information by Seed People Consulting or otherwise in connection with the provision of the Services, you hereby agree that you provide such authority and permission.
6.3 Seed People Consulting agrees to only use Confidential Information to perform its obligations under this Agreement and to provide the Services. Seed People Consulting may disclose your Confidential Information to a third party, as required by law. Seed People Consulting may also disclose your Confidential Information to its associated entities for the purpose of providing you with additional information about products or services.
6.4 Seed People Consulting implements security procedures to help protect your data from security attacks. Notwithstanding any of the above, the possibility exists that information you provide Seed People Consulting could be unlawfully observed by a third party while in transit over the internet or while stored on the Site. Seed People Consulting disclaims all liability to you to the greatest extent possible pursuant to law should this occur.
6.5 “Confidential Information” means information in whatever medium concerning the business, operations, assets, liabilities, affairs, trade secrets, financial, accounting, marketing and technical information, client lists, supplier lists, pricing information, ideas, concepts, know-how, operating procedures and knowledge and other information which is designed as confidential and/or is not in the public domain.
7 Intellectual Property
The Services contain IP Rights owned by Seed People Consulting. You agree that all ownership, right, title, intellectual property rights and other rights and interests in and to the IP Rights and the Services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services, and any copies thereof, belong to and remain solely the property of Seed People Consulting or the applicable third party (as the case requires). This Agreement is not a sale and does not convey to you any rights of ownership in
or related to the Services or the Seed HR Content, or any IP Rights owned by Seed People Consulting and/or its licensors, including without limitation, the Seed People Consulting name, pending or approved patents, logo, the product names associated with the Services and any other trademarks or copyright used in the Services.
8 Legal Disclaimers and Limitation of Liability
8.1 The Services are provided on an “as is, as available” basis. To the maximum extent permitted by law, Seed People Consulting disclaims any and all express or implied warranties, guarantees or representations including but not limited to:
- the accuracy, reliability, timeliness or otherwise of any information provided with the Services;
- the merchantability, reliability or fitness for any particular purpose for any service or product contained in or referred to on the Site.
8.2 Seed People Consulting reserves the rights to reasonably suspend the Services provided to you for the purposes of: planned or unplanned downtime for
upgrades and/or maintenance (reasonable notice will be provided to you in
advance by email); or for any circumstances beyond Seed People Consulting’s reasonable control including but not limited to, a strike, blockade, war, act of
terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a licence by a government agency.
8.3 To the maximum extent permitted by law, Seed People Consulting does not warrant, guarantee or make any representation that:
- the Services, or the server that makes the Services available on the worldwide web are free of software viruses;
- the functions contained in any software contained within the Services will operate uninterrupted or are error-free;
iii. errors and defects in the Services will be corrected; or
- the Services meet the client’s requirements.
8.4 The Services contain links to external websites. Seed People Consulting:
- provides the link or links to external websites as a convenience to you and the existence of a link or links to external websites does not imply any endorsement by Seed People Consulting of them;
- is not responsible for the material contained on those external websites; and
iii. makes no warranties and accepts no liability in relation to material contained on those external websites.
8.5 Some of the Services (including but not limited to the Seed HR Content) includes general summaries of the law which may not deal with or be applicable to your particular circumstances. You acknowledge that the Services do not constitute legal, financial, accounting or taxation advice, and nor should it be relied upon as such by you. For the avoidance of doubt, you are responsible for compliance with the workplace laws or other laws that apply to your business.
8.6 Seed People Consulting will not be liable to you, or any person associated with you including but not limited to any of your employees, potential employees, contractors, potential contractors, officers, directors, visitors or associated entities and their employees, potential employees, contractors, potential contractors, officers, directors and visitors under any circumstances for any loss of profits or any damages of any kind recognised by law (even if it has been advised of the possibility of such loss
or profits or damages) which are the consequence of you:
- acting, failing to act, on any of the information contained in the Seed People Consulting content and/or any of the external websites; or
- using, or your failure and/or inability to use, any of the Seed HR Content and/or any of the information contained on external websites.
8.7 Seed People Consulting is not liable to you for:
- errors or omissions within the Services;
- delays to, interruptions of or cessation of the Services; or
iii. defamatory, offensive or illegal content within the Services, whether caused through negligence of Seed People Consulting or its employees or contractors or associated entities or their respective employees or contractors, or through any other cause.
8.8 Seed People Consulting is not liable to you for, but not limited to, errors, omissions, defamatory, offensive or illegal use of your data caused by third parties.
8.9 You agree to accept the full cost of any necessary repair, correction or maintenance of
any of your computer software or hardware, which may be necessary in order for you to use the licence provided under this agreement, or as a consequence of you accessing the Services.
8.10 To the extent that the limitation of liability contained in this Section 8 is prohibited by law, you agree that Seed People Consulting’s sole obligation to you for any loss, injury, claim, liability or damage of any kind resulting from your use of Services will be limited to the total value of fees (if any) paid by you to Seed People Consulting in the 12 months preceding the date of any loss, injury, claim, liability or damage or else $1,000 (whichever is greater).
9 Your indemnification of Seed People Consulting
You will indemnify and hold Seed People Consulting, and its associated entities, and
their respective directors, officers, employees, agents and licensors harmless with respect to any suits or claims arising out of:
- your breach of this Agreement, including but not limited to, any infringement by you of the IP Rights of any third party; or
- any third party claims arising out of your use or misuse of the Services.
10 Publicity Rights
Seed People Consulting may identify you as a Seed People Consulting customer on the Site or in its promotional materials. Promotional materials may include references to Seed People Consulting partners and third parties. You may request that Seed People Consulting stop doing so by submitting an email to email@example.com at any time. Please note that it may take Seed People Consulting up to 30 days to process your request.
11 Term and Termination
11.1 This Agreement may be terminated at any time by provision of four (4) weeks’ written notice to the other party, provided that Sections 6, 7, 8, 9, 10, 12, 13 and 14 will survive any expiration or termination and continue in effect.
11.2 Seed People Consulting may also, at its sole discretion, suspend your access to the Services for any reason at any time.
11.3 If the Agreement is terminated, or your access to the Services is suspended, you agree that Seed People Consulting shall have no liability or responsibility to you and Seed People Consulting will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
11.4 To avoid any doubt, where you terminate this Agreement (including part way through a Subscription Period), the Agreement and the subscription will terminate on expiry of notice and you will not be entitled to any credits or refunds for amounts accrued or paid prior to such cancellation (or subsequent expiration of notice period). You always have the option, however, to merely cancel your subscription pursuant to Section 4.2 instead rather than terminate the Agreement as a whole.
12 Dispute Resolution
12.1 In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, then either party may commence legal proceedings.
12.2 In the event of any controversy or claim arising due to third party involvement, the parties shall consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, then either party may commence legal proceedings against each other subject to section 12.3
12.3 Seed People Consulting including, but not limited to, Seed People Consulting’ employees, officers, agents, licensors, and directors, shall be indemnified by you with respect to any suits or claims arising out of legal proceedings in accordance with 12.2
13 General Provisions
13.1 Any notice under this Agreement must be given in writing. Seed People Consulting may provide notice to you via email or through your account. Seed People Consulting’s notices to you will be deemed given upon the first business day after it
is sent. You may provide notice to Seed People Consulting by sending an email to
firstname.lastname@example.org. Your notices will be deemed given upon actual
receipt by Seed People Consulting.
13.2 Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a licence by a government agency.
13.3 You may not assign this Agreement without Seed People Consulting’s prior
written consent. Seed People Consulting will not unreasonably withhold such consent if the assignee agrees to be bound by the terms and conditions of this Agreement.
Seed People Consulting may assign its rights and obligations under this Agreement (in
whole or in part) without your consent.
13.4 This Agreement and any terms and conditions you agree to on the Site, represents the entire agreement between you and Seed People Consulting relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement. If any provision or part of a provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions or parts of provisions shall continue in full force and effect.
13.5 This Agreement may not be modified or amended by you without Seed People Consulting’s written agreement (which may be withheld in its complete discretion without any requirement to provide any explanation).
13.6 No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.
13.7 The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.
14 Governing Law
This Agreement will be governed by the laws of the State of New South Wales, and any action brought arising out of this Agreement may be brought only in the State of New South Wales and you specifically consent to the jurisdiction and venue of New South Wales courts for the purposes of enforcing any provision of this Agreement.