Terms and Policies

LiveHire – Talent Community – General Terms and Conditions for Australian Customers

Customers that commenced or renewed their subscription after 15 April 2019 should refer to these terms. These General Terms and Conditions were modified on 17 August 2018 and apply for the remaining term of customers that commenced or renewed prior to 14 April 2018.

G’day, welcome to LiveHire’s Talent Community! These Talent Community – General Terms and Conditions (General Terms and Conditions) apply to parties who use and access the LiveHire ‘Talent Community’ software application and platform. These General Terms and Conditions are additional to, and supplement, our Website Terms and Conditions, as they apply to the Platform, from time to time.

Our agreement with you

These General Terms and Conditions are very important, as together with the Specific Terms and Conditions as may be agreed between the parties from time to time in connection with the Solution, they constitute a legally binding agreement between the company specified in the Specific Terms and Conditions (Company, you), being the user of the Solution, and us, LiveHire Ltd (ABN 59 153 266 605) (LiveHire, us) of Level 10, 461 Bourke Street, Melbourne, Victoria 3000. These General Terms and Conditions and the Specific Terms and Conditions, together, form the Talent Community Agreement between you and us.

BACKGROUND
1. LiveHire is a cloud-based technology, data and talent community solutions provider, which operates the online recruitment platform ‘Livehire’ as made available through www.livehire.com and any associated URL.
2. In connection with the Platform, LiveHire offers the Solution, being a live talent marketplace solution and talent community software application which facilitates interaction between users of the Solution and their current, historical and prospective employees, applicants, network members, partners, LiveHire talent market candidates (non-connected) and/or other individuals.
3. The Company wishes to access the Solution and has engaged LiveHire to provide the Solution in accordance with the provisions of the Talent Community Agreement. The terms and conditions in the Talent Community Agreement govern the provision of the Solution to the Company by LiveHire.
INTERPRETATION
1. The following definitions apply in the Talent Community Agreement: Applicant means, with respect to a Company, job applicants who have applied for a position with the Company. Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Victoria, Australia. Commencement Date means, with respect to a Company, the date set out in the Specific Terms and Conditions for that Company. Data means, with respect to a Company, data that is entered into the Solution by the Company where that data is specific to the Company’s Talent Community. Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation:
  1. all technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;
  2. all business and marketing plans and projections, details of agreements, pricing and pricing changes, and arrangements with third parties, and Company and supplier information and lists;
  3. all financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;
  4. all information concerning any employee, Company, contractor, supplier or agent of the relevant party;
  5. the party’s policies and procedures;
  6. all information contained in the Talent Community Agreement;
  7. with respect to a Company, all information in the Solution regarding the Company and its Talent Community; and,
  8. with respect to LiveHire, all information and knowledge of the Solution and LiveHire’s business, pricing and other customers,
  9. but excludes information that the other party can establish:
  10. is known by or is in the other party’s possession or control other than through a breach of the Talent Community Agreement and is not subject to any obligation of confidence; or
  11. is in the public domain other than by a breach of the Talent Community Agreement or any obligations of confidence.
  Corporations Act means the Corporations Act 2001 (Cth). Employee means, with respect to a Company, an employee of the Company. Fees and Charges means the fees and charges as set out in the Specific Terms and Conditions. Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party: act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;
  1. act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
  2. the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and
  3. embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.
  GDPR means the General Data Protection Regulation (EU) 2016/679. GDPR Addendum means, if applicable in accordance with clause 12.6, the specific set of data processing terms and conditions applicable to LiveHire’s processing of personal data to which the GDPR applies (including any EU or UK individual personal data forming part of Member Data), as provided to you by LiveHire in connection with this Talent Community Agreement. General Terms and Conditions means these ‘Talent Community – General Terms and Conditions’ as published on the LiveHire website as updated from time to time. GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Intellectual Property Rights means all and any patents, patent applications, trade marks, service marks, trade names, domain names, registered designs, unregistered design rights, copyrights, know how, trade secrets and rights in confidential information, URLs and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same. Insolvency Event means any of the following:
  1. anything that reasonably indicates that there is a significant risk that the party is or will become unable to pay debts as they fall due, including:
    1. execution or distress being levied against any income or assets of the party;
    2. a meeting of the party’s creditors being called or held;
    3. a security becoming enforceable or being enforced in relation to any of the party’s assets or undertakings;
    4. a step being taken to make the party bankrupt or to wind the party up;
    5. the appointment to the party of a controller or administrator as defined in section 9 of the Corporations Act 2001 (Cth);
    6. the party entering into any type of agreement, composition or arrangement with, or assignment for the benefit of, all or any class of its creditors; or
    7. the party being made subject to a deed of company arrangement;
  2. a step being taken to have a receiver, receiver and manager, liquidator or provisional liquidator appointed to the party or any of its assets; or
  3. the party ceasing, or indicating that it is about to cease, carrying on business.
  Member Data means, with respect to a Talent Community Member, data entered into the Platform by or on behalf of, and otherwise specific to, that Talent Community Member. Network Members means, with respect to a Company, connected professionals and/or alumni of the Company. Partner means, with respect to a Company, a customer or supplier of the Company. Personal Information means Personal Information as defined under the Privacy Act 1988 (Cth). Platform means the online recruitment platform known as ‘Livehire’ as made available through www.livehire.com and any associated URL. Pricing means the pricing set out in the Talent Community Agreement or as notified to the Company in writing by LiveHire from time to time. Privacy Act means the Privacy Act 1988 (Cth). Privacy Policy means LiveHire’s privacy policy available on www.livehire.com, and as amended from time to time. Service Level Agreement means the Service Level Agreement applicable to the Solution as published on LiveHire website or otherwise notified to the Company from time to time. Specific Terms and Conditions means, with respect to a Company, the most recent document entitled ‘Talent Community – Specific Terms and Conditions’ between the Company and LiveHire, which together with these General Terms and Conditions constitute the relevant Talent Community Agreement with respect to the Company from time to time. Member means, with respect to a Company, an Employee, Applicant, Network Member or Partner of the Company. Talent Community means, with respect to a Company, collectively that Company’s Employees, Applicants, Network Members and Partners. Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Term means the subscription term stated in the most recent Specific Terms and Conditions (or if no term is stated, the period of 12 months commencing on the date of the most recent Specific Terms and Conditions), which term shall automatically renew for an additional period equal to the expiring subscription term on the same terms as exist at the expiration of each subscription term (subject to any changes to Fees & Charges notified to the Company under clause 13.6), unless terminated in accordance with the Talent Community Agreement. Website Terms and Conditions means the terms and conditions available at www.livehire.com/transparency/terms.
2. Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:
  1. The singular includes the plural and the opposite also applies.
  2. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
  3. A reference to a clause refers to clauses in the Talent Community Agreement.
  4. A reference to legislation is to that legislation as amended, re enacted or replaced, and includes any subordinate legislation issued under it.
  5. Mentioning anything after “includes”, “including”, or similar expressions, does not limit anything else that might be included.
  6. A reference to a “party” to the Talent Community Agreement or another Talent Community Agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
  7. A reference to a “person”, “corporation”, “trust”, “partnership”, “unincorporated body” or other entity includes any of them.
  8. A reference to “information” includes information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
  9. A reference to “dollars” or “$” is to an amount in Australian currency.
USE OF THE SOLUTION
1. The Talent Community Agreement applies to use of and access to the Solution.
2. Where the Company does not accept the terms and conditions of the Talent Community Agreement, the Company must immediately cease using the Solution.
3. The Talent Community Agreement may be updated by LiveHire at its absolute discretion from time to time, and unless stated otherwise by LiveHire in writing, such updates shall come into effect for use of the Solution at the commencement of the following Term after the Company receives notice of the update(s). Where the Company does not accept such changes it must immediately notify LiveHire and cease to use the Solution.
AGREEMENT
1. By using the Solution, the Company acknowledges and agrees to:
  1. the terms and conditions of the Talent Community Agreement;
  2. any manual or instructions with regards to the Solution;
  3. any terms and conditions of use of the Solution; and
  4. the policies of LiveHire applicable to the Solution as notified in writing by LiveHire from time to time, including but not limited to any customer support policy.
2. The Company agrees that:
  1. it will comply with the Website Terms and Conditions applicable to the Platform from time to time, and that any breach by it of any those terms shall also constitute a breach of the Talent Community Agreement;
  2. any relationship between LiveHire and any Talent Community Member will be governed by the terms and conditions applicable to the Platform from time to time;
  3. registration by each Talent Community Member with the Company’s Talent Community will constitute registration with the Platform by that Talent Community Member; and
  4. each Talent Community Member may elect to use the Platform for purposes other than the Company’s Talent Community.
SOLUTION
1. The Company wishes to access the Solution and LiveHire agrees to grant the Company access to the Solution on the terms of the Talent Community Agreement.
2. The Solution will be made available via the Platform (including as may be accessible through smart phones, tablet computers and other internet-enabled devices), to facilitate the following outcomes for the Company and its Talent Community Members, as applicable:
  1. Talent Community Engagement: digitising the process of Talent Community Member registration and engagement with the Company and inviting new potential Talent Community Members to participate in the Talent Community;
  2. Talent Community database management: management, coordination, export, report and administration of the Talent Community database;
  3. Live Market Search: database search functionality with respect to the Talent Community Members and non-Talent Community Members;
  4. Communications: digitising day-to-day activities, communications and workflows relating to the Company’s business and amongst Talent Community Members. Providing email, SMS and messaging services to enable the Company and Talent Community Members to communicate effectively with each other; and
  5. Analytics: reporting and analytics with respect to the use of the Solution by the Talent Community Members and/or the Company.
3. The Solution is only accessible to the Company for the Term, and subject always to the Company’s compliance with the terms of the Talent Community Agreement.
4. The Solution may be available in various modules, packages and combinations, which the Company may upgrade, downgrade or otherwise access or subscribe separately or together from time to time as indicated by LiveHire in its absolute discretion.
5. The Company agrees and accepts that the Solution is:
  1. hosted by LiveHire and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to LiveHire’s servers and is not available ‘locally’ from the Company’s systems; and
  2. managed and supported exclusively by LiveHire from LiveHire servers and that no ‘back-end’ access to the Solution is available to the Company unless expressly agreed in writing.
6. The Company must:
  1. only access the Solution for its own specific business purposes and must not allow any other company or business (whether related or not) to access the Solution; and
  2. ensure that all information entered into the Solution by or on behalf of the Company is accurate, and must not enter any incorrect, untruthful or fraudulent information (including information it should have reasonably known was inaccurate).
7. LiveHire reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Solution and the Platform in its absolute discretion.
8. LiveHire shall not exercise its rights under clause 5.7 in a manner that would intentionally cause the Company to lose access to Company Data, other than in accordance with the terms of the Talent Community Agreement.
9. In connection with the Solution, LiveHire may provide the Company a branded unique URL with specific campaign codes to allow for reporting and conversion tracking purposes that can be used to proactively build the Company’s Talent Community and to manage the estimated churn and growth within the business’ employee base.
10. The Solution will be made available in a commercially reasonable manner in accordance with the Service Level Agreement.
LICENSE
1. By accepting the terms and conditions of the Talent Community Agreement, the Company is granted a limited, non-exclusive, and revocable license to access the Solution for the Term, in accordance with, and subject to, the terms and conditions of the Talent Community Agreement.
2. LiveHire may revoke or suspend the Company’s license(s) if there is any breach of the terms and conditions in the Talent Community Agreement by the Company’s users or if LiveHire considers that the Solution or Platform is under attack or may otherwise be damaged. LiveHire will ordinarily advise the Company of any suspension or revocation however it is under no obligation to do so.
3. LiveHire warrants that it has the right to grant the licence to the Company to use the Solution in accordance with the Talent Community Agreement and that the Solution does not infringe the Intellectual Property Rights of any third party.
USE
1. The Company agrees and warrants that:
  1. it shall only use the Solution for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by LiveHire in its discretion; and
  2. all information it provides to LiveHire and/or in connection with the Solution will be complete, accurate and not misleading.
2. If the Company has any queries in relation to use or access to the Solution, the Company must contact LiveHire in the manner advised by LiveHire from time to time.
AUTHORISED USERS
1. The Company shall authorise users to access the Solution in its absolute discretion (Authorised Users). LiveHire accepts no liability in respect of access to, or use of, Company Data by Authorised Users, or the use of an Authorised Users’ login details.
2. The Company is solely responsible for the security of its usernames and passwords for access to the Solution including restricting access to due to change of the Company’s staff.
3. The Company is responsible for ensuring that Authorised Users comply with the Talent Community Agreement and any policies applicable to the Solution.
TALENT COMMUNITY MEMBERS
1. Each Talent Community Member:
  1. will be uniquely identifiable by their email address or unique identifier; and
  2. will be required to accept an invitation from the Company via the Platform to register as part of the Company’s Talent Community.
2. Unless a Talent Community Member:
  1. is registered independently as a user of the Platform;
  2. is independently invited to another customer’s talent community; or
  3. has otherwise elected to receive such invitations,
  that Talent Community Member will, for so long as they remain registered as part of the Company’s Talent Community, not be permitted to receive any invitation(s) from other prospective employers via the Platform.
COMPANY DATA
1. LiveHire accepts no liability for the content of Company Data. The Company is responsible for the accuracy, quality and legality of Company Data and the Company’s acquisition of it, and the users that create, access and/or use Company Data.
2. The Company grants LiveHire an unlimited, non-exclusive and irrevocable license to access and use the Company Data (including any Intellectual Property Rights therein).
3. LiveHire shall be authorised to permanently seize or delete Company Data where outstanding Fees and Charges remain unpaid in accordance with these General Terms and Conditions.
4. LiveHire may access, use, modify or otherwise deal with Company Data for the purposes of providing the Solution and otherwise as required by law or with the Company’s implied or express authority (such as to provide support for the Solution).
5. The Company agrees that LiveHire may aggregate and use anonymous data from the Company’s use of the Solution for its own purposes, reporting and marketing purposes, provided that no specific reference is made to the Talent Community or the Company.
6. LiveHire makes no warranty as to the accuracy of any analytical data and reserves the right to remove any analytical data at any time without notice.
7. LiveHire shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the Company to ensure that any transmission standards meet the Company’s operating and legal requirements.
8. LiveHire may limit the amount of Company Data that the Company stores in the Solution, and shall advise the Company of any such restriction. Company Data that is stored with LiveHire shall be stored according to accepted industry standards.
9. LiveHire shall perform backups of its entire system in as reasonable manner and at such times and intervals as is reasonable for its business purposes. LiveHire does not warrant that it is able to backup or recover specific Company Data from any period of time unless so stated in writing by LiveHire.
10. Upon request, LiveHire shall export all the Company Data and provide it to the Company by way of physical media or download, as is appropriate, and the Company shall pay Fees and Charges and reimburse LiveHire for any reasonable expenses incurred in doing so.
11. By accepting the terms of the Talent Community Agreement the Company agrees that LiveHire shall provide access to the solution to the best of its abilities, however it accepts no responsibility for ongoing, uninterrupted or fault-free access to the Solution for any reason whatsoever.
MEMBER DATA
1. LiveHire accepts no liability for the content of Member Data.
2. The Company acknowledges that the relevant Talent Community Member, subject to the Website Terms and Conditions, owns Member Data.
3. LiveHire grants the Company a limited and non-exclusive licence to access and use its rights to the Member Data (including any Intellectual Property Rights therein) for the purposes of the Solution in accordance with the Talent Community Agreement and subject to the rights of the relevant Talent Community Member.
PRIVACY
1. To the extent any Company Data or Member Data contains Personal Information, including as a result of re-identification, the Company must comply with the Privacy Act and any other law that applies to it that relates to privacy or to the collection, use, disclosure or handling of Personal Information, any recommendations, directives or orders made or issued under such legislation as amended from time to time, and any codes of conduct or practice by which the Company is bound.
2. LiveHire maintains a Privacy Policy in compliance with applicable provisions of the Privacy Act in respect of information that it collects about the Company and other parties, including Member Data.
3. The Company agrees to comply with any reasonable information privacy and security policies and standards of LiveHire that are applicable to Personal Information and that may be communicated to the Company in writing.
4. It is the Company’s responsibility to ensure it meets the obligations of the Privacy Act by implementing a privacy policy that governs how the Company handles Personal Information in connection with the Company’s Talent Community and use of the Solution.
5. The Company agrees that:
  1. the Company shall not do anything to prejudice the security or privacy of LiveHire’s systems or the information on them; and
  2. LiveHire is in no way liable for any breach of its systems that results in unauthorised access to or corruption of Company Data, including viruses, hack patches, crawlers, robots etc.
6. If the Company is based in and/or targets citizens of the UK or EU the GDPR Addendum will apply to and form part of this Talent Community Agreement.
FEES AND CHARGES
1. The Company agrees to pay all Fees and Charges as and when they fall due and to the extent permissible by law Fees and Charges are non-cancellable or refundable once ordered or paid.
2. The Company agrees to pay LiveHire the Upfront Fees and Charges set out in the Specific Terms and Conditions (if any).
3. The Company agrees to pay LiveHire the Ongoing Fees and Charges set out in the Specific Terms and Conditions.
4. The Company agrees to pay LiveHire the Other Fees and Charges set out in the Specific Terms and Conditions.
5. LiveHire may introduce new services and/or Fees and Charges by giving the Company written notice of their availability and applicability.
6. LiveHire shall notify the Company of any changes to existing Fees and Charges no less than the time period for notice specified in the Specific Terms and Conditions, or if no such period is specified, no less than 60 days before the end of the current month to which those Fees and Charges apply. LiveHire reserves the right to change the Fees and Charges at any time at its absolute discretion.
7. If the Company does not accept a change to Fees and Charges, the Company must notify LiveHire before the commencement of the next billing period.
8. Fees and Charges for calendar periods shall be adjusted pro-rata for initial charges, and then charged for the full calendar period in advance.
9. In addition to any of its other rights under the Talent Community Agreement, if any amount owing by the Company to LiveHire under this or any other agreement for LiveHire’s services is more than 30 days overdue, LiveHire may, without limiting any other rights and remedies, accelerate any of the Company’s unpaid fee obligations under such agreements so that all obligations become immediately due and payable, and revoke or suspend the Company’s license to access the Solution without liability until such amounts are paid in full.
10. Where LiveHire:
  1. is required to perform any services for the Company outside of what is set out in the Talent Community Agreement or otherwise in writing; and
  2. is subject to delays caused by changes or complexities outside of its control (and not caused by its breach of the Talent Community Agreement); then
  the Company agrees that LiveHire shall be entitled to charge the Company an additional amount that is reasonable for the service performed.
11. Fees and Charges are inclusive or exclusive of GST as set out in the Specific Terms and Conditions (however if not specified, are exclusive of GST).
INVOICING AND PAYMENTS
1. LiveHire shall issue the Company a Tax Invoice for all Fees and Charges. The terms of payment set out in the Specific Terms and Conditions shall apply (if no terms are specified, payment terms shall be seven days).
2. Where Fees and Charges are payable:
  1. in advance, the Solution will not be accessible and no services shall be commenced or provided unless a Tax Invoice has been issued and paid in full;
  2. in arrears, LiveHire reserves the right to suspend the Solution and not perform any further services until the Tax Invoice for those Fees and Charges have been paid.
3. Should the Company dispute a Tax Invoice, the Company must notify LiveHire of the disputed item within five Business Days of the date of the Tax Invoice. The Company must pay the amount of the Tax Invoice not in dispute within the prescribed payment period.
4. Overdue Tax Invoices shall accrue interest at the rate of 1.5% per month (compounded monthly), or in default, the maximum rate of penalty interest prescribed under law.
5. The Company authorises LiveHire to use the Company’s information for the purposes of obtaining a credit assessment or to otherwise make investigations as to the Company’s payment history.
6. No refunds are offered unless expressly provided for in the Specific Terms and Conditions or as required by law.
INTELLECTUAL PROPERTY RIGHTS
1. The Company acknowledges that LiveHire is the sole owner of the Platform and the Solution. To the extent permitted by law, all Intellectual Property Rights in the Platform and the Solution, including any copies, modifications, updates or new releases of the Platform or Solution, are vested in and retained by LiveHire or its licensors. For the avoidance of doubt, nothing in these General Terms and Conditions gives rise to any assignment, acquisition, transfer or conveyance of any kind whatsoever of any Intellectual Property Rights.
2. LiveHire has both registered and unregistered Intellectual Property Rights and the Company shall not use, copy, alter or otherwise deal with LiveHire’s Intellectual Property Rights marks without the prior written consent of LiveHire.
3. The Company warrants that by using the Solution and the Platform, the Company will not:
  1. copy the Solution or Platform or the services that it provides (or any part thereof) for the Company’s own commercial purposes; and/or
  2. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Solution or Platform or any documentation associated with it.
CONFIDENTIALITY
1. Subject to the terms of the relevant Talent Community Agreement, any information given by one party to another under or in connection with a Talent Community Agreement is given in confidence.
2. Each party must keep all Confidential Information of the other party confidential.
3. Each party acknowledges and agrees that:
  1. the Confidential Information is secret, confidential and valuable to the disclosing party (the “Discloser”);
  2. it owes an obligation of confidence to the Discloser concerning the Confidential Information;
  3. it must not disclose the Confidential Information to a third party except as permitted in the Talent Community Agreement; and
  4. any breach or threatened breach by the receiving party of an obligation under the Talent Community Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
4. A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
  1. any actual, suspected, likely or threatened breach by it of clause 16;
  2. any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
  3. any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.
5. The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
  1. any actual, suspected, likely or threatened breach of a term of the Talent Community Agreement; or
  2. any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
LIABILITY AND INDEMNITY
1. The Company agrees that the Solution and Platform are provided on an “as-is” and “as-available” basis, and agrees that it uses the Solution and Platform at its own risk.
2. The Company acknowledges that LiveHire is not responsible for the communications, conduct or activities of any Talent Community Member or other user of the Platform and that LiveHire is not liable for such under any circumstances.
3. The Company agrees to indemnify LiveHire for any loss, damage, cost or expense that LiveHire may suffer or incur as a result of or in connection with any malicious act, negligence or wilful default by the Company in connection with the Solution, including any breach by the Company of the Talent Community Agreement.
4. To the maximum extent permitted by applicable law, LiveHire is not liable for any indirect, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Company’s access to, or use of, or inability to use the Solution or any content, or in any way relating to an experience itself (or the provision or non-provision of an experience), whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not LiveHire knew or should have known of the possibility of such damage or loss or business interruption of any type, whether in tort, contract or otherwise.
5. Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, LiveHire and LiveHire’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, LiveHire’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at LiveHire’s option to:
  1. the re-supply of services or payment of the cost of re-supply of services; or
  2. the replacement or repair of the Solution or payment of the cost of replacement or repair or the Solution.
6. The Company agrees to indemnity and keep indemnified LiveHire in respect of any claim, action or demand by a third party arising out of, or in connection with:
  1. any use of the Platform or the Solution; or
  2. any infringement of that third party’s Intellectual Property Rights.
BREACH
1. Where a party is in breach of the Talent Community Agreement, the other party may issue a written notice (Breach Notice) requiring the party in breach that must set out:
  1. the nature of the breach;
  2. the provisions of the Talent Community Agreement that are alleged to have been breached;
  3. a reasonable timeframe to remedy the breach in not less than 10 Business Days; and
  4. the action required to remedy the breach.
2. Where a party issues a compliant Breach Notice in accordance with clause 18.1, the receiving party shall be required to respond and/or remedy the breach as so set out in the Breach Notice. Failure to respond in writing setting out:
  1. the steps taken to remedy the breach; or
  2. why the party believes it is not in breach as put forward in the Breach Notice,
  shall not in itself confirm the alleged breach but shall be in itself a breach of the Talent Community Agreement.
3. Failure to remedy a breach set out in a Breach Notice shall be a material breach of the Talent Community Agreement (Material Breach).
TERMINATION
1. LiveHire may terminate the Talent Community Agreement immediately by notifying the Company in the event that the Company:
  1. commits a in Material Breach of the Talent Community Agreement;
  2. breaches any provision of this agreement that is not capable of remedy;
  3. suffers from an Insolvency Event;
  4. breaches clause 12 (Privacy); or
  5. commits any act or does anything that gives rise to an infringement of a third party’s Intellectual Property Rights.
2. The Company may terminate the Talent Community Agreement immediately by notifying the LiveHire in the event that LiveHire:
  1. commits a Material Breach of the Talent Community Agreement;
  2. breaches any provision of this agreement that is not capable of remedy; or
  3. suffers from an Insolvency Event.
3. Subject to the terms of the relevant Talent Community Agreement, either party may terminate the Talent Community Agreement at the end of the Term by providing the other written notice of non-renewal no less than 60 days prior to the end of the current Term). LiveHire may terminate the Talent Community Agreement immediately upon ceasing to provide the Platform.
4. Expiry or termination of the Talent Community Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of the Talent Community Agreement up to the date of expiry or termination.
5. The rights and obligations under the relevant provisions of clauses 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 survive termination of the Talent Community Agreement.
DISPUTES
1. Negotiation. If there is a dispute between the parties relating to or arising out of the Talent Community Agreement, then within five Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions.
2. Mediation. If the dispute between the parties relating to or arising out of the Talent Community Agreement is not resolved within five Business Days of notification of the dispute under clause 20.1, the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution.
3. Arbitration. If the dispute between the parties relating to or arising out of the Talent Community Agreement is not settled by mediation under Clause 20.2, either party may by written notice to the other refer the dispute to arbitration administered by the Institute of Arbitrators Australia. The arbitrator will be agreed between the parties from a panel suggested by the President of the Institute of Arbitrators Australia or failing agreement, an arbitrator will be appointed by the President of the Institute of Arbitrators Australia.
4. Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of the Talent Community Agreement until it has exhausted the procedures in this clause 20 unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.
FORCE MAJEURE
1. If a party is prevented in whole or in part from carrying out its obligations under the Talent Community Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:
  1. specify the obligations and the extent to which it cannot perform those obligations;
  2. fully describe the event of Force Majeure;
  3. estimate the time during which the Force Majeure will continue; and
  4. specify the measures proposed to be adopted to remedy or abate the Force Majeure.
2. Following a notice of Force Majeure in accordance with clause 21.1 and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.
3. The party that is prevented from carrying out its obligations under the Talent Community Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.
4. The party that is prevented from carrying out its obligations under the Talent Community Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party’s failure to carry out its obligations under the Talent Community Agreement.
5. The term of the Talent Community Agreement will not be extended by the period of Force Majeure.
ELECTRONIC EXECUTION, COMMUNICATION AND AMENDMENT
1. The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
2. The parties agree that the Talent Community Agreement may be executed by way of the parties signing the Specific Terms and Conditions electronically and that any signature required directly or incidental to the Talent Community Agreement or Specific Terms and Conditions (as applicable) may be made electronically except where required to be physically made under law.
3. The Company can direct notices, enquiries, complaints and so forth to LiveHire as set out in the Talent Community Agreement. LiveHire will notify the Company of a change of details from time to time.
4. LiveHire will send the Company notices and other correspondence to the details that the Company submits to LiveHire, or that the Company notifies to LiveHire of from time to time. It is the Company’s responsibility to update its contact details as they change.
5. A consent, notice or communication under the Talent Community Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
6. Notices must be sent to the parties’ contact details as specified in the Specific Terms and Conditions with respect to each party.
ASSIGNMENT
1. LiveHire may assign the benefit of any part of the Talent Community Agreement to any third-party by giving the Company written notice, and the Company agrees to do all things reasonably necessary to effect such assignment.
2. The Company must obtain the written approval of LiveHire before assigning its rights under the Talent Community Agreement, and any purported assignment without such consent shall be deemed a material breach of the Talent Community Agreement.
GENERAL
1. Priority. To the extent that any terms of the Specific Terms and Conditions shall be or are inconsistent with the terms of the General Terms and Conditions, the terms of the Specific Terms and Conditions shall prevail.
2. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in the Talent Community Agreement.
3. Relationship. The relationship of the parties to the Talent Community Agreement does not form a joint venture or partnership.
4. Waiver. No clause of the Talent Community Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
5. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to the Talent Community Agreement and the transactions facilitated by it.
6. Third parties. LiveHire may outsource the delivery of certain parts of the Solution or any services in connection therewith to third parties, and disclose any Member Data or Company Data to such third parties as required to deliver their services.
7. Governing Law. The Talent Community Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
8. Liability for Expenses. Each party must pay its own expenses incurred in negotiating, executing, stamping and registering the Talent Community Agreement.
9. Inconsistency. If the Talent Community Agreement is inconsistent with any other previous document or agreement between the parties, the terms of the Talent Community Agreement prevail to the extent of the inconsistency.
10. Counterparts. The Specific Terms and Conditions may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.
11. Time. Time is of the essence in the Talent Community Agreement.
12. Publicity. LiveHire may issue a press release or make any other public statement referencing the Company and use the Company’s name, logo or trademarks for publicity or advertising purposes.
13. Severability. Any clause of the Talent Community Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of the Talent Community Agreement.