Terms & Conditions

Welcome to the Staff Central Australia Platform (Platform). These Terms and Conditions are between Healthcare Australia Pty Ltd trading as Staff Central Australia (ACN 108 180 589) (Staff Central Australia) and you. These Terms and Conditions contain the Platform Terms of Use, which govern your use of the Platform, and an End User Licence Agreement, which is applicable where you create and use and End User Account (as defined in the End User Licence Agreement).

Platform Terms of Use

By accessing or using the Platform, you agree to be bound by these Terms of Use and the Staff Central Australia Privacy Policy found at [insert hyperlink] as amended from time to time. If you do not agree with the Terms of Use, you must stop using the Platform immediately.

• Use of the Platform
  • You agree that:
    • Staff Central Australia grants you a limited, non-exclusive, non-transferable and revocable licence to use the Platform in accordance with these Platform Terms of Use;
    • you must not do anything on the Platform that is unlawful, prohibited, inappropriate, or anything that may be abusive or defamatory to Staff Central Australia;
    • you must not impose on the Platform any material that is encrypted, constitutes junk mail or unauthorised advertising, invades anyone’s privacy, encourages conduct that would constitute a criminal offence or give rise to civil liability, or that otherwise violates any local, state, national or international law or regulation.
  • Intellectual property
    • Staff Central Australia owns or is the licensee of all rights, title, and interest (including Intellectual Property Rights) in the Platform and to the material made available to you on the Platform (collectively, “Content”). Your use and access to the Platform does not grant or transfer any Intellectual Property Rights in relation to the Content of the Platform.
    • You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, reverse engineer, create derivative works from, transfer or sell any Content or any other material in whatever form contained within the Platform unless expressly stated otherwise in these Platform Terms of Use.
  • Limitation of liability and warranty
    • To the maximum extent permitted by law, Staff Central Australia shall not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, suffered or incurred by you or any third party in connection with your use of the Platform.
    • Everything on the Platform is provided to users “as is” and “as available”. Staff Central Australia do not warrant or represent that:
      • the Platform will meet your requirements or expectations;
      • the Platform will remain available, uninterrupted, timely, or error free; or
      • any errors or defects on the Platform will be corrected.
    • You use and act on the Platform at your own risk.
    • These Terms of Use are governed by the laws of Victoria, Australia and any dispute relating to these Terms of Use shall be determined by the courts of Victoria.

End User Licence Agreement

This End User Licence Agreement (Agreement) applies to the creation of an End User Account, and use of the Staff Central Platform on behalf of the Principal you represent. You acknowledge that there is an agreement between Staff Central Australia and the Principal, which governs your use of the Platform (Principal Agreement). This Agreement is intended to help you understand your responsibilities when using the Staff Central Platform and your End User Account and make sure you use it in a manner that is appropriate, acceptable and in accordance with the Principal Agreement and law.

• Term and Acceptance
  • Staff Central Australia agrees to provide you with the Software Licence granted in clause 2 to use the Platform in accordance with this Agreement.
  • You accept these the terms of this Agreement by creating an account (End User Account) and selecting “I agree”, ticking a box, or similar, on the Platform.
  • By using the Platform, you represent that you understand this Agreement and are authorised to agree to this Agreement on behalf of yourself and your Principal.
  • This Agreement applies for the duration of the Principal Agreement, unless terminated earlier in accordance with this Agreement (Term).
  • If the Principal Agreement terminates or expires, this Agreement will automatically terminate.
• Licence
  • Subject to the Principal complying with the Principal Agreement and you complying with this Agreement, Staff Central Australia grants you a non-exclusive, non-transferable, revocable licence to use the Platform during the Term for the sole purpose of accessing and using the Platform for you and the Principal’s internal business purposes, in accordance with this Agreement (Software Licence).
  • You acknowledge and agree that Staff Central Australia owns all the Intellectual Property Rights in the Platform and this Agreement does not transfer or assign ownership of any Intellectual Property Rights in the Platform to you or any other person.
  • You must not reproduce, copy, distribute, modify, sell, rent, lease, license, sublicense, resell, reverse engineer, decompile, attempt to obtain the source code or algorithms or transfer any part of the Platform or the content available on the Platform.
  • You indemnify Staff Central Australia for any loss, cost, damage, claim, or expense suffered or incurred by Staff Central Australia in relation to any use of Staff Central Australia’s Intellectual Property Rights, including the breach of any relevant Software Licence or any further conditions provided by Staff Central Australia in connection with your use of the Platform.
  • Subject to these terms, you grant Staff Central Australia a non-exclusive licence to store, reproduce, use, and deal with Data during the Term in order for Staff Central Australia to provide the functionality of the Platform, including:
    • to provide updates or improve the Platform;
    • for Staff Central Australia’s internal business purposes;
    • as required by law; and
    • to prevent or address any service, security, technical or support issues.

Use of an End User Account 

• You acknowledge and agree that:
  • you must only use the Platform for internal business resourcing purposes and for no other purpose
  • you are responsible for your use of the Platform in accordance with this Agreement;
  • you must comply with all reasonable directions of Staff Central Australia in connection with the Platform, including by providing any information or data reasonably requested by Staff Central Australia;
  • Staff Central Australia may in its sole discretion disable or suspend your End User Account;
• Warranties and Representations
  • Both parties represent and warrant that they have all necessary rights, authorities, and consents to perform their obligations under this Agreement.
  • You warrant that you have the authority from the Principal to create an End User Account in connection with the Principal account.
  • You must:

1. only use the Platform in accordance with this Agreement;
2. use reasonable security measures to prevent unauthorised access to your End User Account;
3. cooperate with any investigations by Staff Central Australia relating to outages, security problems, unauthorised use of the Platform or suspected breaches of this Agreement or applicable laws;
4. immediately notify Staff Central Australia of any known or suspected unauthorised use of the Platform or any other security breach;
5. not use the Platform for unlawful, obscene, offensive or fraudulent purpose, content or activity, or to benefit a third party; and
6. comply with all applicable laws, including Privacy Laws, in connection with the use of the Staff Central Australia Platform.
   • Staff Central Australia makes no warranties that the Platform is error free or will be accessible on your systems or that your access will be uninterrupted.
   • Staff Central Australia is under no obligation to make enquiries into, investigate or verify your authorisation to access the Platform and End User Account on behalf of the Principal.
   • You indemnify Staff Central Australia for and against any loss, cost, damage, claim, or expense suffered or incurred by Staff Central as a result of a breach of these warranties.

• Confidentiality, Privacy and Data
  • Each party agrees to keep the other party’s Confidential Information secret and not use or disclose it to any person without the written consent of the other party, except to the extent necessary to:

1. perform its obligations under this Agreement;
2. obtain professional advice in relation to this Agreement; or
3. comply with disclosure obligations required by law or any applicable securities exchange, provided that the other party is given reasonable notice of the required disclosure where, in circumstances where disclosure is required to be made to a securities exchange, such disclosure will likely cause detriment to the other party’s interests.
   • You must comply with Privacy Laws including without limitation, by obtaining all required consents and making all the required disclosures and notifications to ensure that you have the right to use, collect, provide and disclose to Staff Central Australia any Personal Information contained in the Data.

• Suspension and Termination
  • The Principal may suspend or terminate your End User Account at any time at their discretion.
  • Staff Central Australia may immediately terminate or suspend your End User Account if:
    • the Principal Agreement is suspended or terminated;
    • Staff Central Australia is directed by the Principal to do so;
    • Staff Central Australia believes, in its sole discretion, that you have breached a term of this Agreement, or have used the Platform, or End User Account otherwise than for the purposes of, and in compliance with, this Agreement;
    • any unauthorised users use or access your End User Account; or
    • such action is otherwise required by law or an order of a court or relevant authority, without incurring any liability in respect of that termination or suspension.
  • You may cancel your End User Account at any time.
• Liability
  • To the maximum extent permitted by law, Staff Central Australia excludes all representations, warranties, or terms implied by law, and any and all liability for Loss suffered or incurred by you or Principal in connection with this Agreement.
  • Notwithstanding any other provision of this Agreement to the contrary, neither party shall be liable for Consequential Loss.
• General
  • Entire Agreement: The terms of this Agreement contain the entire agreement between the parties, and supersede and replace any prior representations, negotiations, or agreements, in respect of that subject matter.
  • Variation: Staff Central Australia may update the terms of this Agreement at any time, which will be effective upon notice to you. If you do not agree with any variations, you may cancel your End User Account.
  • Dispute: A party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, the parties must appoint an independent third party mediator. The mediator will decide the time, place and rules for mediation. The parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the parties. Nothing in this clause will operate to prevent a party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
  • Assignment: You must not assign, transfer, or novate your rights or obligations under this Agreement.
  • Force Majeure: A party’s obligations are suspended during the time and to the extent that it is affected by a Force Majeure Event, save for the obligation to pay. If a Force Majeure Event continues for more than 30 days, either party may terminate this Agreement by written notice.
  • Governing Law: This Agreement is governed by and is to be construed in accordance with the laws of Australia, Victoria and the parties submit to the non-exclusive jurisdiction of the courts of Victoria.
  • Severability: If anything in this Agreement is unenforceable, illegal or void then it is severed and the rest of this Agreement remains in force. If anything in this Agreement is unenforceable, illegal or void in one jurisdiction but not in another jurisdiction, it is severed only in respect of the operation of this Agreement in the jurisdiction where it is unenforceable, illegal or void.
  • Survival: Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination of this Agreement survives termination of this Agreement.

Definitions

Consequential Loss means in respect of a breach of this Agreement (including a breach of any warranty or indemnity) or event, fact, matter or circumstance giving rise to a claim:

1. any Cost suffered by a party that cannot reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance;
2. any and all consequential, special, indirect, exemplary or punitive Cost in relation to that breach or event, fact, matter or circumstance, even if such Cost could reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance; and
3. any and all loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of a third- party contract, and loss of savings, even if such loss could reasonably be considered to arise naturally from that breach or event, fact, matter or circumstance, whether arising in contract, tort (including negligence) or equity or under statute.

Costs means all expenses, claims, demands, loss, or other detriment, including legal costs on an indemnity basis.

Confidential Information means the terms of this Agreement and all information of a confidential or sensitive nature, whether in writing or otherwise of or concerning a party to this Agreement or its Personnel, Related Entities, business activities, data and financial information. Confidential Information will not include any information that is in the public domain or is intended to come into the public domain through the performance of this Agreement (other than through breach of this Agreement).

Data means all information, content and/or data which is transmitted or uploaded to the Staff Central Australia Platform.

Force Majeure Event means any act, matter or circumstance that is beyond the reasonable control of a party, including but not limited to acts of God, invasion, riot, civil commotion, strike, lock-out, labour, disturbance, revolution, conspiracy, civil war, fire, epidemic, pandemic, trade restrictions, restrictions or restraint by any Government or other authority, or regulations imposed by any Government.

Intellectual Property Rights means all present and future rights, whether registered or unregistered or recorded or unrecorded, in or in relation to any copyright; design, patent, trademark, semiconductor, or circuit layout rights (whether or not continued, registered, abandoned or withdrawn); trade, business, company or domain name; and know-how, inventions, processes, confidential information (whether in writing or recorded in any form), database rights or software, and any other proprietary, licence or personal rights arising from intellectual activity in the business, industrial, scientific or artistic fields.

Loss means loss, cost, damage, or claim (including in negligence), excluding Consequential Loss.

Personal Information means personal information as defined in the Privacy Act 1988 (Cth).

Personnel means employees, directors, officers, contractors or agents.

Related entities is given its meaning in the Corporations Act 2001 (Cth).

Staff Central Australia Group means each of Staff Central Australia, its Personnel and its Related Entities.