1. The Platform
1.1 Use of the Platform
(b) You must provide the Inputs and any other information we reasonably request to help us provide the Platform.
(c) You understand that your failure to comply with clause 1.1(b) may impact the Platform.
1.2 Your Subscription
(a) Your Subscription consists of the Free Subscription Tier.
(b) If you want to upgrade your Subscription or increase your number of Slots, you will need to enter into a Customer Agreement with us.
(a) From time to time, we may offer you a free 45 day trial for a paid Subscription Tier (Trial).
(b) At the conclusion of the Trial, you will not be able to continue to use any Subscription Tier that is a part of your Trial (other than the Free Subscription Tier) unless you enter into a Customer Agreement with us.
2. Your obligations
2.1 Compliance with Laws
(a) You must comply with all Laws in relation to your access and use of the Platform.
2.2 Responsibilities relating to Applicants
You are responsible for:
(a) conducting all aspects of the interview process in compliance with all applicable Laws, including:
(i) selecting which Applicant you wish to interview;
(ii) conducting all Applicant interviews;
(iii) making offers of employment and / or engagement to successful Applicants;
(iv) communicating to unsuccessful Applicants that they were not successful; and
(b) conducting all other aspects of the hiring process in compliance with all applicable Laws and regulations including:
(i) verifying each Applicant’s qualifications and experience;
(ii) verifying the eligibility of Applicants to accept employment; and
(iii) conducting any background checks you deem necessary.
2.3 End Users
(b) When you create a User Account, you must provide full and accurate information for such registration and account.
(c) You are responsible for protecting the confidentiality of the passwords and other details used to access User Accounts. We may cancel any User Account access to the Platform if its login details are used by an unauthorised third party. You must not permit, authorise or enable anyone other than your End Users to access the Platform through your User Accounts.
(d) You must notify us immediately if you become aware of any unauthorised access to User Accounts or the Platform.
2.4 Back up of Your Materials
You acknowledge and agree that:
(a) the Platform is not intended to hold or maintain master or original information; and
(b) you are solely responsible for maintaining a backup of all Your Materials.
2.5 Compliance with Acceptable Use Policy
You must not use, and you must use all reasonable endeavours to ensure that the End Users do not use, the Platform:
(a) in any way which damages, interferes with or interrupts the Platform, or any telecommunications network, equipment, or facilities, or cabling controlled by us or our suppliers;
(b) in any way which may damage any property or injure or kill any person;
(c) to transmit, publish or communicate material which is defamatory, offensive, abusive, indecent, menacing or unwanted; or
(d) in any other way which contravenes the Acceptable Use Policy.
(a) We may make modifications to the Platform from time to time. If we make a material change to the Platform, we will inform you by email or through the Platform. If the changes have a material detrimental effect on your use of the Platform, you may cancel your Subscription by notifying us in writing at any time during the 30-day period after such changes have been made.
4.1 Privacy Laws
You must at all times comply with Privacy Laws.
4.2 Misuse of Personal Information
(a) You must only use Personal Information you receive in connection with your access of the Platform:
(i) in accordance with Privacy Laws; and
(ii) for the purpose of receiving the benefit of the Platform.
(b) You must not:
(i) sell or offer services or products (such as learning or educational courses or tools) to individuals whose Personal Information you have obtained through your use of the Platform; or
(ii) provide any Personal Information you have obtained through your use of the Platform to any other party, including to any affiliate or Related Party of yours, except where such action is permitted by Law.
4.3 Our use of Personal Information
(a) Each party agrees to protect the other party’s Confidential Information with at least:
(i) the same level of care it uses to protect its own Confidential Information; and
(ii) a reasonable level of care.
(b) Each party may disclose the other party’s Confidential Information to its Personnel (and we may disclose your Confidential Information to our Related Parties and others involved in the provision of the Platform), provided:
(i) they need to know that Confidential Information; and
(ii) they are subject to reasonable confidentiality obligations having regard to the information disclosed.
(c) We may include you on our public customer list and may otherwise identify you as our customer.
6. Intellectual Property
6.1 Our Materials
(a) We (or our licensors) own all right, title and interest, including all Intellectual Property Rights, in and to Our Materials.
(c) You assign to us all right, title and interest, including all Intellectual Property Rights, in and to any Modifications to Our Materials made by or on behalf of you immediately from creation.
6.2 Your Materials
(a) You own all right, title and interest, including all Intellectual Property Rights, in and to Your Materials.
(c) You must ensure that:
6.3 Third Party Material
(a) Subject to clause 6.3(b), we may, from time to time, notify you of additional terms that apply to access or use of Third Party Material (Third Party Terms). You must comply with all Third Party Terms.
(b) We must give you at least 30 days prior written notice of any new or amended Third Party Terms.
6.4 Your Data
(a) You own all right, title and interest, including all Intellectual Property Rights, in and to Your Data.
(b) We have the right to access and use Your Data and any data relating to your use of the Platform, on a de-identified and aggregated basis, for any purpose in connection with our business.
If you choose to provide comments or feedback to us in relation to the Platform, you agree that we may use that feedback for any purpose, and without attribution.
7. Intellectual property indemnity
You indemnify us (and our Personnel and Related Parties) against any loss, damage or liability arising from or in connection with an IPR Claim.
8.1 Non-excludable provisions
(b) Where relevant and permissible at law, we limit our liability for breach of a Non-Excludable Provision to one or more of the following at our option:
(i) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
(ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
8.2 Limitation of liability
8.3 Consequential loss
Subject to clauses 8.1 and 8.4, neither party is liable for, and no measure of damages will, under any circumstances, include:
(a) indirect, consequential, special, incidental or punitive damages; or
(b) damages for loss of profits, opportunity, revenue, sales, goodwill or loss of reputation, anticipated savings or business interruption;
whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
8.4 Uncapped losses
(b) its fraud or fraudulent misrepresentation;
(c) its deliberate wrongful misconduct;
(d) its obligations under clause 4,
(e) its breach of clause 6.3;
(f) the indemnity provided under clause 7;
(h) anything for which liability cannot be excluded or limited under applicable Law.
8.5 Exclusions of liability
Subject to clause 8.1, we will not be liable for any loss all loss suffered or incurred arising out of or in connection directly or indirectly from:
(a) the recruitment, selection or hiring of any Applicant;
(b) any failure to hire an Applicant;
(c) any interactions between you and any Applicant;
(d) any failure of any Applicant to accept any offer of employment, or
(e) any Applicant exercising its rights with respect to its Personal Information;
(f) any claims arising from any act or omission of an Applicant while working under your control, supervision or direction, including but not limited to, claims arising out of a result of an Applicant’s negligence;
(g) any claims arising directly or indirectly from the misconduct or dishonesty of an Applicant;
(h) a failure by the Applicant to perform work for you with due care and skill;
(i) delay, failure, interruption, compromise or corruption of any data, content, or other information transmitted in connection with use of the Platform, including information you provide to us or the Platform; and
(j) damage caused by viruses that may infect any computer, telecommunication equipment or other property arising from:
(i) access to, use of, or browsing the Platform; or
(ii) downloading any materials or content from the Platform.
(b) We are entitled to a reasonable extension of time for any deadlines or other milestone dates we are delayed in achieving, where our delay is caused or contributed to by you or your Personnel.
(c) We will rely on the accuracy and completeness of Your Materials and will not verify them. Subject to clauses 8.1 and 8.4, we will not be liable for any errors in the Platform or any output of the Platform that is caused or contributed to by Your Materials.
We may suspend your use of or access to the Platform from time to time:
(b) to perform routine or emergency maintenance;
(c) to implement service changes and upgrades to the Platform;
(d) if we reasonably believe that your or any of your End Users’ use of the Platform could adversely impact other clients’ or their end users’ use of the Platform or the hosting environment, such as the servers used to provide the Platform;
(e) if there is suspected unauthorised third party access to the Platform;
(f) if we reasonably believe that suspension is required to comply with applicable Law;
(g) if we become aware of any actual or potential IPR Claim;
(h) to mitigate issues caused by any acts or omissions of third parties or issues with any internet infrastructure; or
(i) if the Platform is, in our opinion, being misused in a manner that causes us material detriment.
Where reasonably practicable, we will provide you with at least 10 business days’ notice of any suspension. Any such suspension or resulting downtime will be limited to the minimum extent necessary in the circumstances, as determined by us.
10. Cancellation and termination
10.1 Cancellation of your Subscription
You may cancel your Subscription at any time by providing us with written notice, and we may (in our sole discretion) cancel your access to the Platform at any time by providing you with written notice.
10.2 Termination and cancellation for cause
(a) the other party:
(iii) is or appears likely to be unable to pay its debts when due or becomes insolvent; or
10.3 Effect of termination, expiry or cancellation
(a) all rights to use or access the Platform will terminate;
(b) we may disable access and use of the Platform with immediate effect; and
(c) you and your End Users will immediately cease using or accessing the Platform.
11. Dispute resolution
Except where a party seeks urgent interim relief, a party must not commence court proceedings in relation to any dispute or disagreement arising out of or relating to this agreement (Dispute) unless it has complied with the provisions of this clause 11.
11.2 Dispute Notice
A party claiming that a Dispute has arisen must notify the other party in writing, including a description of the nature of the Dispute (Dispute Notice).
Within 5 business days after receipt of a Dispute Notice, each party must nominate a representative who has express authority to resolve the Dispute, and those representatives must meet to seek to resolve the Dispute by negotiation. All aspects of the negotiation must be kept confidential, and all communications between representatives during the negotiation are made on a without prejudice basis. If the representatives are unable to resolve the Dispute within 20 business days after the date of the Dispute Notice, then either party may have recourse to litigation or other dispute resolution processes.
12.1 Platform related disclaimers
You acknowledge and agree that:
(a) your use of the Platform is at its own risk.
(b) We provide the Platform exclusively on an as-is basis without any representation or warranty of any kind including, without limitation:
(i) any warranty of merchantability;
(ii) fitness for a particular purpose; or
(c) We do not warrant the accuracy or completeness of the materials or services on or through the Platform.
(d) We will not be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon any information contained on or omitted from the Platform.
We do not provide any warranties, representations or guarantees:
(a) regarding the accuracy, completeness and usefulness of all Applicant information provided through the Platform;
(b) relating to the volume and quality of Applications received for any Role; and
(c) that any Applicant will achieve a certain level of performance, achieve a certain outcome, solve a particular problem, or attain a specific goal.
13.2 Force majeure
Neither party will be liable for any failure or delay in performance of its obligations to the extent caused by a Force Majeure Event.
13.3 Entire agreement
(c) To the maximum extent permitted by Law:
13.7 Rights of third parties
(b) We do not act on your behalf in the recruitment and selection for any role and do not make offers of employment to any Applicant.
(c) If you employ any Applicant based on the Platform, any engagement will be directly between you and the successful Applicant. We will not employ or otherwise engage any successful Applicant on your behalf.
13.10 Governing Law
Acceptable Use Policy means our acceptable use policy as set out on our Website or made available to you, as updated from time to time.
Applicant means any person seeking employment through the Platform.
Application means an application for a Role made by an Applicant.
(a) is or becomes generally available in the public domain, other than through any breach of confidence by the receiving party;
(b) is rightfully received by the receiving party from a third party other than as a result of a breach of confidence; or
(c) has been independently developed by the receiving party without using any other Confidential Information of the disclosing party.
Dispute has the meaning given in clause 11.1.
Dispute Notice has the meaning given in clause 11.2.
End User means any of your Personnel or other third parties permitted by you to access and use the Platform.
Force Majeure Event means fire, flood, earthquake, elements of nature or acts of God, epidemics, pandemics, wars, terrorist acts, site-specific terrorist threats, cyber-attacks and threats, riots, civil disorders, rebellions or revolutions, government orders, network communications failure or delay (including failure of any third-party APIs), or any other cause beyond the reasonable control of a party.
Free Subscription Tier means the free Subscription Tier.
(a) information to inform the requirements for any Role for which you wish to receive Applications and review Applicants; and
(b) information relating to which Applicants were interviewed, offered employment and accepted a Role.
Intellectual Property Rights means all copyrights, patents, rights with respect to trademarks, service marks, and trade dress, trade secret rights, rights in domain names, rights with respect to databases and other compilations and collections of data or information, publicity rights, and other intellectual and industrial property rights anywhere in the world, whether statutory, common law or otherwise.
Law means any law, including any common law, equity, statute, regulation, proclamation, ordinance, by-law, mandatory code of conduct, writ, judgment and any award or other industrial instrument.
Modifications means improvements, enhancements, and modifications to materials, and/or derivative works of such materials.
Non-Excludable Provision means a guarantee, warranty, term or condition that is implied or imposed by law and cannot be excluded.
Our Materials includes:
(a) the Platform, any documentation and any other material provided by us (or our Personnel) to you in connection with the Platform;
(c) all Modifications to the materials described in (a) or (b) made by or on behalf of either party.
Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).
Personnel means any officer, employee, agent, contractor or subcontractor of the parties.
Platform means the online platform we make available to you through our Website which provides you with access to our marketplace, whereby you can perform the following activities:
(a) publish your Roles up to the number of Slots you hold to our pool of Applicants; and
(b) review, progress and decline Applications made for your published Roles using our holistic fit application review process.
Privacy Laws means the Privacy Act 1988 (Cth) and any other laws and binding industry codes relating to the management of Personal Information.
Related Parties means any related bodies corporate within the meaning of the Corporations Act 2001 (Cth).
Role means a job opportunity that you are advertising on the Platform.
Slot means a slot on the Platform that allows you to post Roles. For clarity, if a Role is filled, or taken down, you may post another role in that Slot.
Subscription means your subscription with us to use the Platform.
Subscription Tier means the tier of access you get to the Platform, available on our website at www.hatch.team.
Third Party Material means all software, APIs, data, and any other content and material that are obtained or derived from third party sources (i.e. sources other than us) that you may access or use in connection with this agreement. It includes third party data sources and any third party APIs used to access data for the Services.
Trial has the meaning given in clause 1.3(a).
Use means to access, use, store, process, display, copy, communicate, modify and/or to create derivative works from.
Website means the website operated by us which is https://www.hatch.team/.
Your Data means any data that you or any End User inputs, transmits or uploads to, or otherwise stores or processes on or through, the Platform.
Your Materials means any information (including any Personal Information) or materials that:
(b) you or any End User inputs, transmits or uploads to, or otherwise stores or processes on or through, the Platform.