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Terms and Conditions of Sale

1.              Purpose of this document
1.1            This document concerns the right of Authorised Users to use HR Advance.
1.2            HR Advance provides you with access via a Platform to a comprehensive library of fully customisable HR documents including contracts, policies, forms, correspondence and checklists.
1.3            This document comprises Product + Services Conditions for the purposes of the Platform Access Conditions.

2.              Authority + Licence
2.1            We authorise you and your Authorised Users to use the Know-How for the Term from the Commencement Date for which you agree to pay us the Licence Fee.
2.2            This authority and licence starts on the Commencement Date and ends:
2.2.1       if the Term expires without you agreeing to renew this Licence on the terms and upon payment of the relevant Licence Fee for an extended period than applicable; or
2.2.2       if this Licence is terminated pursuant to clause 12(Termination).
2.3            You may during the Term (subject to any applicable constraints or restrictions, e.g. during a trial period):
2.3.1       search, view, download and print out material containing Know-How for your own business purposes but only with respect to the relationship between your business and its employees, or the relationship between your business and persons who provide services to your business, provided you do not remove any copyright, attribution or trade mark notices contained on the material.
2.3.2       (if you have been granted a HR Advance Professional Level Licence) search, view, download, customise and print out material containing Know-How for the purposes of any matter on which you are advising provided you do not remove any copyright, attribution or trade mark notices contained on the material;
2.3.3       (if you have been granted a HR Advance Professional Level Licence) make available to clients, potential clients and others copies of materials that contain Know-How for a reasonable fee.
2.4            For the period stated in clause 2.2, we grant you a non-exclusive, non-transferable right and licence to access and use (subject to the Platform Access Conditions) HR Advance through our relevant Platforms.
2.5            You must not do or permit the following:
2.5.1       assign or transfer any of your rights under this Licence or grant sub-licenses of any of your rights under this Licence;
2.5.2       subject to 2.3.3 permit  or assist a third party to use the Know-How or Software or provide it to a third party directly or indirectly;
2.5.3       exploit the Know-How other than as expressly permitted by this Licence;
2.5.4       subject to clause 2.3.3 distribute, disclose, market, rent, lease to any third party any portion of the Know-How; or
2.5.5       attempt to create any know-how or software which has features the same as or similar to the features and functionality of the Know-How and Software.
2.6            Except where a particular membership package offered to our members requires no separate payment (but subject to compliance with the terms of the membership package) or if you have been granted a fee free trial or evaluation period, in no circumstances may you use the Services if you have not paid in full for the relevant Services by credit card directly to us via the Platform or been issued an invoice or receipt by us or our approved resellers or distributors for HR Advance.

3.               Know-How
3.1            We do not make any representation or warranty that all Know-How will be reliable, accurate or complete, nor do we accept any responsibility arising in any way from errors or omissions in the Know-How.
3.2                 As certain Know-How may include materials from third parties, you agree that we are not responsible for examining or evaluating such Know-How and we do not warrant its accuracy. You agree that you will not use any third-party materials in a manner that would infringe or breach the rights of any other party and that we are not in any way responsible for any such use by you.
3.3            The Know-How includes archived information and resources, which may no longer be legally correct or out of date.

4.              Your obligations
4.1            You will comply with the terms of use of the Services in this Licence and will not:
4.1.1       copy, print out or otherwise reproduce any Know-How nor any material relating to part of the Services, except as permitted under this Licence or the Professional Level Licence authorised by us in writing;
4.1.2       make any part of the Know-How or of the Services available to anyone, except as permitted under this Licence, the Professional Level Licence or authorised by us in writing;
4.1.3       subject to clauses 2.3.3 and 11, alter any part of the Know-How or services;
4.1.4       subject to clause 2.3.3 reproduce the Know-How in any material form;
4.1.5       subject to clause 2.3.3 distribute the Know-How in any material form;
4.1.6       subject to clause 2.3.3 re-transmit of the Know-How by any medium of communication;
4.1.7       upload and/or repost the Know-How to any other site or location on the world wide web, or any on-line service or bulletin board; or
4.1.8       "frame" the material on the Platform with other material on any other website or location, on-line service or bulletin board.
4.2            You will ensure that nobody other than an Authorised User accesses the Know-How or Services using accounts created with your username and password.
4.3            You must inform all Authorised Users that the Services are not legal advice nor a substitute for it.
4.4            You are responsible for configuring your own information technology, computer programs and platforms in order to access the Services.
4.5            You must:
4.5.1       protect the Know-How from misuse, damage, destruction or any unauthorised use;
4.5.2       supervise and control the use of the Know-How in accordance with the terms of this Licence or the Professional Level Licence; and
4.5.3       if requested by us, issue a notice in a form approved by us to all Authorised Users advising of your obligations under this Licence or the Professional Level Licence and requiring those Authorised Users to take any steps necessary to enable you to comply with those obligations.

5.              Use of the platforms
5.1            Notwithstanding any other provision in these terms and conditions, we reserve the right to cancel this Licence or the Professional Level Licence or to change, suspend, remove, or disable access to the Platforms, or other materials comprising a part of the Platforms at any time without notice. In no event will we be liable (subject to clause 9) for making these changes.  We may also impose limits on the use of or access to certain or all features or portions of the Platform, in any case and without notice or liability. We may withdraw HR Advance and prevent its use by you at any time without notice.
5.2                 You will comply in all respects with the Platform Access Conditions from time to time in force.
5.3                 If you fail, or we suspect on reasonable grounds that you have failed, to comply with any of the provisions of these terms and conditions, we, at our sole discretion, without notice to you may preclude access to the Platforms (or any part thereof).
5.4                 You must provide us with accurate information in response to any of the questions that we ask in connection with HR Advance. Subject to clause 9, you agree that we are neither responsible nor liable for any such decisions made by you in relation to your use of HR Advance.
5.5                 We do not collect, record or extract any information (including personal information) from your documents or any third party documents uploaded for storage. You accept all responsibility in relation to such documents being stored by us. Any personal information contained in such documents, if any, will be managed in accordance with our Privacy Policy.
5.6                 If you provide personal information about another person to us, we require that you inform that person you have done so and provide them with a copy of our Privacy Policy and the Collection Notice. By using and storing data on HR Advance you acknowledge and confirm that you have that person’s consent to provide and store such personal information.

6.              Fees payable
6.1            You shall pay to us (or a relevant authorised reseller or distributor) all Licence Fees when required.
6.2            In the event that any payment is not received by us (or an authorised reseller or distributor) within the specified time period, we shall be entitled to withhold any Services, including collateral services, until such payment is received.
6.3            In the event that any payment by you is not made when due and payable to us, interest on any unpaid amount shall accrue at the rate of 1% per month (12% per annum) during the period of non-payment, or such lower rate as may be the maximum rate permitted under applicable law.
6.4            We may pay commissions or other amounts to authorised resellers, distributors or other persons in connection with the grant of this Licence to you.

7.              Audit rights
7.1            You must keep a record of the use of HR Advance and provide a copy of the relevant records to us if we request.
7.2            On request by us, you must verify to us in writing that HR Advance has been used by you in accordance with this Licence.
7.3            We may conduct any audit during regular business hours.  You must at your cost, assist us in connection with any audit.
7.4            The rights of audit extend to inspecting your files, computer processors, equipment and facilities (including those of your Related Bodies Corporate) wherever situate and you grant us all rights of access as may be required or appropriate to give effect to the provisions of this clause 7. 
7.5            If, following an audit we reasonably determine that an additional or further or revised Licence to use HR Advance is required, you agree to pay us for such licence to use as may be appropriate for your actual use of the HR Advance, together with the costs of the audit. We will invoice you accordingly.

8.              Warranties and representations
8.1            We give no warranty that the Services and our means of delivering them are compatible with your computer configuration.
8.2            Subject to the provisions of this Licence, we warrant that your use of the Services will not infringe upon any person’s Intellectual Property Rights.
8.3            We do not (subject to clause 9and any relevant laws) warrant that:
8.3.1       HR Advance is error-free or that such errors or defects may be corrected;
8.3.2       use of or performance of HR Advance will be uninterrupted;
8.3.3       the functions of HR Advance will operate in combinations selected by you; or
8.3.4       the results obtained from HR Advance will be in accordance with your expectations.

9.              Statutory guarantees + limitation of liability
9.1            Certain provisions of the Competition and Consumer Act 2010 (Cth) and State, Territory or Commonwealth laws in Australia, as amended or replaced from time to time (collectively, ACL) provide consumers (as that expression is used in the ACL) and others with certain statutory rights in relation to goods and/or services acquired by those persons (collectively, the consumer guarantees).
9.2            Our goods come with guarantees that cannot be excluded under the Australian Consumer Law.  You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage.  You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
9.3            Nothing in this Licence excludes, restricts or modifies or purports to have the effect of excluding, restricting, limiting or modifying any condition, warranty, term or consumer guarantee specified or contemplated by the ACL or our liability under any such condition, warranty, term or guarantee or gives rise to any liability on our part or qualifies our liability in each case to the extent the same is unlawful or not permitted.
9.4            Subject to clauses 9.2and 9.6, we do not give any guarantee, indemnity or warranty or make any representation of any kind, express or implied, with respect to the supply by us of any goods or services to any person, except as expressly set out in clause 8.2of this Licence.
9.5            Subject to clauses 9.2and 9.6, our aggregate liability for breach of or liabilities under or in respect or in connection with this Licence and our duties at law and in equity (however arising) whether in contract, tort (including without limitation negligence), under statute, at common law, under any indemnity or guarantee and on any other basis is limited at our option to:
9.5.1       in the case of goods - the replacement of the goods, 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
9.5.2       in the case of services - the supplying of the services again or the payment of the cost of having the services supplied again.
9.6            In no circumstances, but subject to clauses 9.2and 9.7, will we be liable for any indirect or special or consequential loss or damage arising out of, in connection with or relating to the performance, breach, termination or non-observance of this Licence.  Each Party agrees that loss of profits, revenue, goodwill, bargain, opportunities, loss or corruption of data or loss of anticipated savings however and whenever occurring, will constitute indirect or special or consequential loss or damage, none are in the contemplation of the Parties and the Parties agree that neither party is liable to the other for indirect, special or consequential loss or damage.
9.7            If section 23 of the ACL applies to any provisions in this Licence, any such provision(s) shall be void to the extent it is unfair within the meaning of section 24 of the ACL.

10.           Independent advice
10.1         We are not a law firm. Nothing in the Services or in this Licence shall be construed or relied on as advertising or soliciting to provide any legal services, creating any solicitor-client relationship or providing any legal representation, advice or opinion whatsoever. You should make your own inquiries and take independent professional advice tailored to your specific circumstances prior to making any decisions or using HR Advance.

11.           Intellectual property rights
11.1         You shall notify us in writing if you becomes aware of:
11.1.1    any infringement of any of our Intellectual Property Rights;
11.1.2    any defect in the Know-How; or
11.1.3    any material matters that may be of concern us concerning HR Advance or this Licence which come to your attention.
11.2         You acknowledges our exclusive right, title and interest in and to any and all Intellectual Property Rights embodied in or pertaining to HR Advance and associated materials and that our right, title and interest in the Intellectual Property Rights, including any enhancements, Modifications and derivative works, shall at all times be and remain our exclusive property. You shall acquire no rights whatsoever in or to any of such Intellectual Property Rights other than the rights under clause 2.
11.3         Subject to the provisions of this Licence, all rights, including but not limited to all Intellectual Property Rights related to or arising in respect of or concerning the grant of Licences, HR Advance and our business (collectively, Relevant Rights), are expressly reserved to us and you must not use the Relevant Rights without our prior written consent.  You shall acquire no Relevant Rights and must not claim ownership of or a right to use any Relevant Rights in any form or manner.
11.4         You must not do anything that will or is likely to damage or diminish the Relevant Rights or the reputation of ABCS.

12.           Termination
12.1         We may terminate this Licence by notice in writing to you if:
12.1.1    you fail to pay any sum payable under or in respect of this Licence, on or before the due date for payment of that sum;
12.1.2    we end an applicable trial or evaluation period; or
12.1.3    you breach any term of this Licence and you do not remedy the default or breach (if capable of remedy) to our full satisfaction within 10 days after your receipt of a notice from us specifying the relevant breach; and
12.1.4    such termination becomes effective on the date that notice in writing is delivered to you.
12.2         Upon termination of this Licence neither Party will have any further obligations under this Licence other than:
12.2.1    in respect of any liability for antecedent breach; or
12.2.2    any liability in respect of provisions of this Licence which are expressed to continue in full force and effect notwithstanding termination.
12.3         Upon Termination of this Licence, you must immediately:
12.3.1    cease to use HR Advance;
12.3.2    destroy all log-in details and passwords, including copies; and
12.3.3    promptly take such further steps as we may require to return to us all our Intellectual Property Rights.
12.4         The following clauses of this Licence shall continue in full force and effect notwithstanding termination of this Licence: clauses 3(Know-How), 7(audit rights), 9(statutory guarantees + limitation of liability) 11(intellectual property rights), 12.2to 12.4inclusive (termination), 13(assignment), 14(governing law) and 15(definitions).

13.           Assignment
13.1         You may not assign, dispose of or otherwise transfer this Licence or any rights or obligations under this Licence without our prior written permission. 
13.2         We may assign, in part or in full, our rights under this Licence or the Licence without your consent.
13.3         Subject to this clause 13, this Licence shall be binding on the Parties and their respective successors and permitted assigns.

14.           Governing law
This Licence is governed by the laws of New South Wales which shall have exclusive jurisdiction with respect to any disputes.

15.            Definitions
15.1            Personal pronouns:  Except where the context otherwise provides or requires:
15.1.1         the terms we, us or our refers to the NSW Business Chamber Limited (or its assignee) as the Licensor; and
15.1.2         the terms you or your refers to the named permitted licensee of the Services and the person entering into this Licence (rights of access and use only being for its Authorised Users).
In this Licence, unless the context otherwise requires or provides:
Affiliated Entities means NSW Business Chamber Limited 's subsidiaries, affiliates, associated entities and relevant partners as the case may be or the context requires from time to time.
ABCS means Australian Business Consulting & Solutions a division of the NSW Business Chamber Limited ABN 63 000 014 504of 140 Arthur Street, North Sydney, NSW.
Authorised Users means any person employed or engaged by you that in each case we have agreed in writing with you is or may in certain circumstances (subject to any relevant conditions or term) have a right to access the Services.
Commencement Date means the date of acceptance by us of an Order Form in respect of the purchase of a Licence being the date you are issued with a valid unique username and password, or as may be applicable, the date when your Licence is renewed or extended.
HR Advance means the service relating to the Australian workplace, which currently includes a comprehensive library of fully customisable HR documents including contracts, policies, forms, correspondence and checklists, news articles and updates, cases, legislation, analysis and diagnostics, FAQ, a library of information, payroll calculator, fortnightly workplace update emails by way of subscription and a storage and document management service. Further details are available at www.hradvance.com.au 
Intellectual Property Rights means all present and future intellectual and industrial property rights subsisting in any and all media and materials (whether now known or created in the future), conferred by statute, at common law or in equity and wherever existing.
IT means information technology.
Know-How means the information, materials and documents that are provided by us to you as part of the Service.
Licence means the licence granted by us to you to access the Services on the terms and conditions referred to in this document and, if applicable, the licence and rights granted to an authorised user of the Professional Level Licences.
Licence Fees means the licence fees payable from time to time for the use by you of the Services.
Licensor means NSW Business Chamber Limited or its assignee.
NSW Business Chamber Limited means NSW Business Chamber Limited (ACN 000 014 504) of 140 Arthur Street, North Sydney, NSW 2060.
Order Form means an order form (in which you accept the terms of this Licence) submitted by you (or on your behalf) to us and for these purposes includes an online form accessible via a Platform and any order form or contract for purchase submitted by an authorised distributor or reseller.
Parties means the Licensor and you.
Platform Access Conditions means the terms and conditions of access to the Platforms and any additional terms, conditions, notices and disclaimers displayed elsewhere on the Platforms, as amended from time to time.
Platforms means all or any of the relevant platforms, electronic interfaces and websites that are owned, provided and/or operated from time to time by ABCS or Affiliated Entities, regardless of how those websites are accessed by users (including via the internet, mobile phone or any other device or other means).
Privacy Policy means the privacy policy of ABCS and Affiliated Entities, as amended from time to time.
Related Bodies Corporate has the same meaning as defined in the Corporations Act 2001 (Cth).
Services means the use of HR Advance which comprises access to Know-How, via a Platform and any ancillary rights.
Term means, from the Commencement Date, the period specified in the relevant Order Form or if a period is not specified in the Order Form, 12 months.  We may agree to provide access for a trial period in which case the relevant period shall apply.