Terms and Conditions
By clicking the “I accept” button or otherwise accepting this Agreement through an Ordering Document that incorporates these Terms and Conditions, You agree to follow and be bound by the terms and conditions of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to this Agreement and, in such event, “You” and “Your” as used in this Agreement shall refer to such entity.
- Agreement Definitions
|Candidate||means an individual (an applicant, a candidate, a jobseeker, an employee current, prospective or future or a non-employee of Yours) who is asked to participate in assessments.|
|Candidate Data||means the input of data, answers and other personal information as requested from time to time by the System and provided by the Candidate.|
|Confidential Information||means (i) any trade secrets embodied in any information relating to, but not limited to, the commercial activities, product pricing, technologies, business processes, client relationships, strategic information, pricing information, and any other information related to the conduct of each party’s business; (ii) any information designated in writing by either party, by appropriate legend, as confidential; (iii) any information which if first disclosed orally is identified as confidential at the time of disclosure; and (iv) the terms and conditions of this Agreement.|
|End User Agreement||means the terms and conditions under which a Candidate agrees to participate in or receive any assessments part of the System.|
|Fees||means the fees outlined in the Ordering Document.|
|Intellectual Property Rights||means all copyright, know-how, inventions, processes, Confidential Information, trade marks, designs, and patents (whether registered, unregistered or applied for), source code, software and all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with the System.|
|Ordering Document||refers to the Ordering Document signed by You and the Reseller whereby You have licensed Solutions and setting out the subscription term, fees and any other terms agreed between You and the Reseller.|
|Personal Information||has the meaning given to it by the Privacy Act 1988 (Cth).|
|Predikt-r||means Predikt-r Pty Ltd ACN 623 780 147.|
|Predikt-r Reports||means reports containing data and information generated from use of the System (including but not limited to Candidate Data).|
|Reseller||means persons authorised by Predikt-r to license the Solutions.|
|Solutions||means those solutions within the System as selected in the Ordering Document by You.|
|Subscription Term||has the meaning given to it in the Ordering Document.|
|System||means Predikt-r’s (or its licensors’ or suppliers’) proprietary recruiting, development, testing and assessment tools, and all other software, information, URLs and links, questions, tests, tools, data, databases, designs, algorithms, user interface designs, architecture, class libraries, objects and documentation, network design, know-how and other information or materials supplied or provided by Predikt-r.|
|System Data||means the Candidate Data, feedback, information and reports provided by the System based on Candidate Data|
|Users||means those individuals authorised by You or on Your behalf to use the Solutions.|
|You and Your||means the individual or entity that has ordered Solutions from a Reseller by executing an Ordering Document.|
|Your Data||means to the data inputted into the System by You and Your Users.|
|Website||means the Internet site through which the Solutions are hosted and accessed.|
- Reseller Orders
- This Agreement applies whether you purchase Solutions directly from Predikt-r or through a Reseller. If You purchase through a Reseller, the Solutions You have ordered shall be as stated in the Ordering Document placed by You with the Reseller, and Reseller is responsible for the accuracy of any such order. Resellers are not authorised to make any promises or commitments on Predikt-r ‘s behalf, and Predikt-r is not bound by any obligations to You other than what Predikt-r specifies in this Agreement.
- Your right to use the Solutions is governed by this Agreement however Your primary contact will be Your Reseller including with respect to customer support. Where agreed with the Reseller, certain aspects of customer support such as specific candidate support may be referred to and handled by Predikt-r.
- Rights Granted
- Right to Use Solutions
- For the duration of the Subscription Term and while Your Fees are paid as set out in this Agreement You have the non-exclusive, non-assignable, royalty free, worldwide limited right to use the Solutions solely for Your internal business operations and subject to the terms of this Agreement.
- Where you exceed any agreed Solution usage (e.g. expected number of roles), as set out in the Ordering Document, we may limit or suspend Your use of the affected Solutions.
- Upon the termination of this Agreement or the end of Subscription Term, Your right to access or use the Solutions shall terminate.
- Right to Use Solutions
- You will pay all Fees specified in Ordering Document.
- Invoicing and Payment.
- Although You may have ordered the Solutions through a Reseller, You will be invoiced by Predikt-r for the Fees.
- Unless otherwise agreed by Predikt-r, all Fees shall be paid in advance at the time and intervals stated in the Ordering Document. Where Fees are not paid by the applicable due date set out in the Ordering Document Predikt-r may suspend or limit Your access to the Solutions until payment is received in full.
- Predikt-r will use commercially reasonable efforts to make the Solutions available 24 hours a day, 7 days a week.
- No guaranteePredikt-r:
- does not guarantee the uptime of the Solutions; and
- will not be liable for any damages caused by Your inability to access the Solutions as a result of network or server downtime, transmission problems or otherwise.
- Predikt-r may perform scheduled maintenance on the Website from time to time.
- In addition, Predikt-r may in its sole discretion need to perform emergency or unscheduled maintenance. These maintenance activities may cause interruptions to access to the Solutions.
- Predikt-r will use reasonable efforts to inform You in advance of any such service.
- Your Responsibilities and Access Conditions
- Networks Needed to Use the Solutions
- You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Solutions, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like.
- Your Responsibility for Your Users
- You are responsible for:
- each of Your User’s compliance with this Agreement;
- identifying and authenticating all Users, for approving access by such Users to the Solutions, for controlling against unauthorised access by Users, and for maintaining the confidentiality of usernames, passwords and account information;
- all activities that occur under Your and Your Users’ usernames, passwords or accounts or as a result of Your or Your Users’ access to the Solutions, and agree to notify the Predikt-r immediately of any unauthorised use; and
- all of Your Data inputted into the System by Users as though it were uploaded by You.
- Predikt-r is not responsible for any harm caused by Users, including individuals who were not authorised to have access to the Solutions but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in Your local identity management infrastructure or the Your local computers.
- You are responsible for:
- Access Conditions
You will not:
- attempt to undermine the security or integrity of Predikt-r’s computing systems or networks or, where the System is hosted by a third party, that third party’s computing systems and networks;
- use, or misuse, the System in any way which may impair the functionality of the System or Website, or other systems used to deliver the Solutions or impair the ability of any other user to use the System or Website;
- attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the System is hosted; and
- transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Your Data in violation of any law.
- Networks Needed to Use the Solutions
- Intellectual Property, Acknowledgements and Privacy
- Intellectual Property Rights in the System
- Notwithstanding anything in this Agreement to the contrary, Predikt-r owns and will retain all rights, title and interest in the Intellectual Property Rights in the System, all System Data and all copies, modifications and derivative works thereof.
- You must not:
- make the System Data available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the System);
- modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the System; or
- license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the System available to any third party other than as expressly permitted under the terms of this Agreement.
- Derived DataPredikt-r has the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the System and related systems and technologies (including, without limitation, information concerning Your Data and data derived therefrom), and Predikt-r will be free to use such information and data to improve and enhance the System and for other development, diagnostic and corrective purposes in connection with the System and other Predikt-r offerings.
- Intellectual Property Rights in the System
- Acknowledgement of Nature of Predikt-r ReportsYou acknowledge and agree that:
- the information obtained from the System is persuasive rather than conclusive and should always be used in conjunction with other available information;
- due to the inherent limitations of assessment systems generally the System may not properly or fully assess the capability of every person who takes an assessment and You must not rely on the Predikt-r Reports or any other output derived from the System as statements of fact or as the exclusive basis for making any decisions in Your business;
- You are solely responsible Predikt-r Reports in an ethical manner and in accordance with any relevant laws, regulations and codes of ethics applicable to psychometric testing;
- Predikt-r Reports will not be the only information relied on when You make decisions about a Candidate and that You will always use Predikt-r Reports in conjunction with traditionally used information including reference checks, structured interviews, and educational achievements; and
- all Candidates participating in assessments to must agree to be bound by the End User Agreement. Candidate Data is then obtained through the System including the assessment process, and is then processed by Predikt-r, with the predictive results provided to You in a Predikt-r Report.
- Except as otherwise set out in this Agreement, Predikt-r provides the Solutions on an “as is” basis.
- Predikt-r gives no warranty about the System. Without limiting the foregoing, Predikt-r does not warrant that the System will be error free or will operate without interruption or will perform in the manner intended by You, meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
- Exclusion of Implied WarrantiesTo the extent permitted by law, all implied conditions or warranties are excluded, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
- Limitation of Liability and Indemnity
- Limitation of LiabilityPredikt-r will not be liable to You for any loss of any kind as a result of Your use of the System and you agree to indemnify and hold harmless Predikt-r from any loss or damage suffered or incurred by You as a result of Your use of the System.
- Indemnity – Intellectual Property Right InfringementsIf use by You of the Solutions, results in You being subject to a claim for infringement of any Intellectual Property Right of a third party Predikt-r agrees to indemnify You against any claims, demands, damages, costs and expenses made against or suffered by You as a result of any such claim or action.
- Termination for breach
- a party commits a material breach of this agreement and fails to remedy that breach within 30 days of receiving notice from the other party requiring it to do so;
- a party commits a material breach of this agreement which cannot be remedied,
then the other party may terminate this agreement by written notice to that party, in which case this Agreement will terminate immediately.
- Effect of termination
- Termination of this Agreement does not affect the accrued rights or remedies of a party.
- Upon Termination Predikt-r may suspend You and Your User’s access to the Solutions.
- Upon Termination You will pay to Predikt-r all charges and Fees accrued and outstanding in accordance with clause 4.
- Termination for breach
- In collecting, holding and processing Personal Information through the System, each party must comply with the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines as amended from time to time.
- You must obtain all necessary consents from the relevant individual to enable Predikt-r to collect, use, hold and process Personal Information in accordance with this Agreement.
- Unless otherwise stated, all amounts are GST exclusive, and You must pay to us the GST component in respect any supply that We make under this Agreement at the same time as payment for the supply to which it relates.
- Any amount to be reimbursed or paid under an indemnity shall be the sum of the amount of the reimbursable expense net of input tax credits and, if the recovery is a taxable supply, any GST payable.
- The supplier of all taxable supplies must provide the recipient with a valid tax invoice before payment.
- By virtue of this Agreement, the parties may have access to each other’s Confidential Information.
- A party’s Confidential Information does not include information that:
- is or becomes a part of the public domain through no act or omission of the other party;
- was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party;
- is lawfully disclosed to the other party by a third party without restriction on the disclosure; or
- is independently developed by the other party.
- Each party agrees to hold each other’s Confidential Information in confidence for a period of 5 years from the date of disclosure.
- Each party agrees to disclose Confidential Information only to those employees or agents who are required to protect it against unauthorised disclosure in a manner no less protective than under this Agreement.
- AssignmentNo party may assign its interest in this Agreement without the consent of the other party, except that a party may assign or novate its interest in this Agreement to any company within its group of companies without the other party’s consent.
- Force MajeureNeither party will be liable to the other for any failure to comply with this Agreement where the failure is due to circumstances which are not directly within the party’s control, including acts of terrorism, natural disaster, industrial action, or a failure of a supplier, public utility or common carrier, provided the affected party diligently commences and continues its obligations under this Agreement promptly upon the removal of such cause.
- Entire AgreementThis Agreement constitutes the full and complete understanding between the parties with respect to its subject matter.
- Further AssurancesEach party must promptly sign all documents and do all things that another party from time to time reasonably requests to effect, perfect or complete this Agreement and all transactions incidental to it.
- Independent ContractorThe relationship created by this Agreement is that of principal and independent contractor and that this Agreement is not intended to constitute, create, give effect to, or otherwise recognise an employment relationship, joint venture, partnership or formal business entity of any kind.
- WaiverA right created under this Agreement may not be waived except in writing, signed by the party granting the waiver.
- NoticesAll notices and other communications provided for or permitted under this Agreement or otherwise shall be sent by certified or registered mail with postage prepaid, by hand delivery or by facsimile or email transmission to each party’s respective contact details as set out in the Ordering Document.
- Customer Reference
- that Predikt-r may identify You as a recipient of services and use Your logo in sales presentations, marketing materials, press releases and other similar activities; and
- to develop a customer profile for use by Predikt-r to help future Predikt-r clients better understand Predikt-r solutions.
- Governing LawThis Agreement is governed by and construed in accordance with the laws of Queensland, Australia and the parties submit to the non-exclusive jurisdiction of the Courts of Queensland.