“Access Fee” means the monthly fee payable by You in accordance with the fee schedule set out on the Website (which Martian Logic may change from time to time on notice to You), or the fee which is otherwise payable (whether upfront or in instalments) for a Fixed Term Agreement.
“Backup File” means a copy of your Data which we create and store in the form of a SQL Server backup file.
“Confidential Information” includes all information exchanged between the parties to this Agreement including employee Personal Information, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data” means any data inputted by You or with Your authority into the Website.
“Fixed Term Agreement” has the meaning given to it by clause 8.1(b).
“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Martian Logic” means Martian Logic Pty Limited.
“Month-to-Month Agreement” has the meaning given to it by clause 8.1(a).
“Personal Information” means having the meaning provided in section 6 of the Privacy Act 1988 (Cth).
“Proposal Document” means the document which Martian Logic may have provided to You that includes the Support Matrix;
“Service” means the online Recruitment &Onboarding Software Services made available (as may be changed or updated from time to time by Martian Logic) via the Website.
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Support Matrix” means the table located under the heading “Support Matrix” in the Proposal Document.
“Website” means the Internet site at the domain www.myrecruitmentplus.com or any other site operated by Martian Logic Pty Limited.
“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
(a) the Subscriber determines who is an Invited User;
(b) the Subscriber determines what level of user access an Invited User has;
(c) the Subscriber determines which organisationsan Invited User has access to;
(d) the Subscriber is responsible for all Invited Users’ use of the Service;
(e) the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
(f) if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
(a) not attempt to undermine the security or integrity of Martian Logic's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
(b) not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
(c) not gain, and not attempt to gain, unauthorised access to any materials or data other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
(d) not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
(e) not, and not attempt to, modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
(a) each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement;
(b) neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement;
(c) each party's obligations under this clause will survive termination this Agreement;
(a) is or becomes public knowledge other than by a breach of this clause;
(b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(c) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(d) is independently developed without access to the Confidential Information;
(e) is required to be disclosed by law.
Ownership of Data
Backup of Data
Third-party applications and your Data
Your other warranties
(a) You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service;
(b) You are authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else);
(c) You have authority from any person who has any right in relation to any Data to use that Data for the purpose connected with You acquiring the Service;
(d) You have complied with any obligations imposed upon You or the entity you represent under the Privacy Act 1988 (Cth) in connection with any Data;
(e) You are acquiring the Services for business purposes only.
(a) Martian Logic has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You;
(b) (b) if You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
(i) You are responsible for ensuring that You have the right to do so;
(ii) You are responsible for authorising any person who is given access to information or Data, and you agree that Martian Logic has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
(c) Martian Logic does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Martian Logic is not in any way responsible for any such interference or prevention of Your access or use of the Services; and
(d) it is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
Martian Logic’s warranties
(a) supplying the Services to You again; or
(b) paying You the cost of having the Services supplied again.
(a) covered by the Access Fee paid or payable under clause 3 (Month-to-Month Agreement); or
(b) for a fixed term agreed by the parties and recorded in the Proposal Document (Fixed Term Agreement).
Breach by You
(a) breach a term of this Agreement and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
(b) breach a term of this Agreement and the breach is not capable of being remedied;
(c) You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction; or
(d) breach any of clauses 3.9 to 3.11,Martian Logic may take any or all of the following actions, at its sole discretion:
(e) terminate this Agreement and Your use of the Services and the Website;
(f) suspend for any definite or indefinite period of time, Your use of the Services and the Website:
(g) suspend or terminate access to all or any Data; or
(h) take any of the actions in sub-clauses (d), (e) and (f) of this clause in respect of any or all other persons whom You have authorised to have access to Your information or Data.
Breach by Martian Logic
(a) breaches any term of this Agreement and does not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
(b) breaches any term of this Agreement and the breach is not capable of being remedied; or
(c) becomes insolvent, goes into liquidation, has a receiver or manager appointed of any of its assets, makes any arrangement with its creditors, or become subject to any similar insolvency event in any jurisdiction,
You may terminate this Agreement with immediate effect upon serving a notice of termination in writing on Martian Logic, and Martian Logic will reimburse You for any amounts paid in advance prorated for the time between the date of termination and the end of the period the payment was intended to cover.
(a) subject to subclause 8.7 of this Agreement, remain liable for any accrued charges and amounts which become due for payment before or after termination; and
(b) immediately cease to use the Services and the Website.Expiry or termination
Expiry or termination
(a) consideration for such supply is exclusive of GST;
(b) the recipient will pay the amount of GST to the supplier at the same time as the consideration is payable subject to the receipt of a tax invoice;
(c) the recipient indemnifies the supplier in respect of the suppliers liability for GST; and
(d) this clause shall survive the completion of the transaction or the termination of this Agreement.
Governing law and jurisdiction
Rights of Third Parties