Terms and conditions of use

1.1 These Terms govern the relationship between You and Represend in respect of Your use of the Website and Services.

1.2 Your entitlement to use the Website and Services is conditional upon Your agreement to these Terms. The Website and Services are offered for use by You on the condition that You read and accept the terms.

1.3 By allowing, authorising or enabling You to use or access the Website or Services, You are considered to have accepted these Terms. If You do not agree with or otherwise wish to accept these Terms, You must not use or access the Website and/or the Services. Represend grants You a non-exclusive, non-transferable licence to access and use the Website for the duration of the Subscription in accordance with, and subject to any restrictions in, these Terms. (a)You must not share, transfer or provide access Your Account to a third party.

(b)Other than as expressly provided in these Terms or otherwise permitted by law, neither You nor any third party may copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Website, or any part thereof. These Terms (as amended pursuant to clause 18.1) will govern any Updates, unless such an Update is accompanied by a separate licence supplied by Represend in which case the terms of that licence will govern to the extent provided for by that licence. You acknowledge and agree that Represend:

(a)is under no obligation to provide any Updates;

(b)can offer optional paid Updates, including Updates to accounts with additional functionality or content;

(c)can use Updates to add, remove, modify or otherwise alter features of the Website at its sole discretion, and that such changes will not be a breach of these Terms;

(d)can require You to install Updates to third party software and browsers, in order to continue using the Services; and

(e)can provide Updates in such a manner that the Website is unable to be reverted to its previous state. In order to access, use, or continue to access or use the Website and/or Services, You may also be required to update third party software (such as the operating system) on the device or computer systems by which You access the Website and/or Services.

You acknowledge and agree that:

(a)Represend is not responsible for such third party updates;

(b)such third party updates may be subject to their own terms and conditions, which Represend strongly recommends You review prior to implementing the third party update; and

(c)if You are unable or unwilling to obtain or install such third party updates, You may be unable to obtain, install, update, access, use, or continue to access or use the Website and/or Services. Subject to these Terms, Represend grants You a non-exclusive, non-transferable licence to use the Services for the term of the Subscription. You must only use the Services in connection with Website offered by Represend. (a)Represend provides the Services on an as is and as available basis.

(b)The Services will create a hyperlink to the Generated Content based on the Materials which You have uploaded. The hyperlink may be transmitted to third parties for the purpose of providing access to the Generated Content. (a)You are solely responsible for the content of all Materials which You have uploaded to the Website in connection with Your Subscription.

(b)By uploading the Materials, You warrant that You have:

(c)You acknowledge and agree that that Represend will publish Generated Content in the form delivered by You. Represend takes no responsibility and accepts no liability for any Generated Content, including where such content which is comprised of any misleading, incorrect or incomplete information, or unapproved use of branding, images and trade marks, service marks and other related marks. Represend does not endorse any opinion, advice or statement made by any person other than Represend.

(d)Unless otherwise directed by You, Represend shall maintain records of Generated Content, including backups or copies thereof, for a period of no more than 90 days from the expiry or termination of the Subscription. On expiry of this period, Represend shall purge such records. Represend can modify or cease to offer the Services, or any part thereof, at any time without prior notice to You. (a)You acknowledge and agree that You use the Services at Your own risk.

(b)Represend does not accept liability for any claims or losses arising directly or indirectly from:

(a)Your access to the Website and use of the Services will be subject to Your payment of the relevant Subscription Fees.

(b)Notwithstanding clause 5.1(a), where Represend provides a trial of the Subscription for a specified period, Your access to the Website and use of the Services will be subject to Your payment of the relevant Subscription Fees from the end of that specified period. (a)The Subscription Fees will be charged in accordance with the payment terms detailed in Your Subscription.

(b)Subject to any contrary provision in the Subscription, at the end of the term of the Subscription the Subscription will automatically roll over to a month-by-month subscription with the Subscription Fees charged on a recurring monthly basis until the Subscription is terminated. (a)Represend reserves the right to vary the amount of the Subscription Fees, or introduce new fees, at its sole discretion. Such variations and new fees will be effective from the date specified by Represend, but will not be retrospective.

(b)Represend may, with one month's notice to You, charge You further amounts, fees or charges as a requirement of access to or use of the Website, the Services, and/or any features or functionality of the Subscription, including any Updates that incur additional fees or charges. (a)Represend will use Payment Processors to receive the Subscription Fees from You.

(b)The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processors in addition to these Terms as amended or replaced from time to time.

(c)Represend is not responsible for error by the Payment Processors. The Payment Processors are responsible for refunding any Subscription Fees or other amounts which are processed erroneously or otherwise in breach of these Terms. In the event that You fail to pay the applicable Subscription Fees by the due date stipulated by Represend, Represend may disable the relevant features and/or functionality of the Website and/or Services for Your Account. Subject to clauses 5.4(c), 13(c) and 13(d), in no circumstances will any Subscription Fees You have paid to Represend be refunded to You. (a)You must create an Account in order to enter into a Subscription.

(b)All new Accounts will be deemed to be Administrator's Accounts. (a)You must protect the confidentiality of Your Account Details, including Your password.

(b)Represend is not liable for any loss to You as a result of Your disclosure of any Account Details to any person whether such disclosure is wilful or otherwise.

(c)Represend will store Your Account Details in an encrypted format, to ensure that they cannot be regenerated. Notwithstanding the foregoing, Represend does not:

(a)Represend reserves the right to suspend Your Account and modify or remove any Generated Content at any time if You breach or threaten to breach these Terms.

(b)If Your Account is suspended by Represend, You must not access any other Accounts or create any new Accounts.

(c)Where a breach or threatened breach of these Terms continues for a period of 30 days, Represend may terminate Your Account. Where You are an Administrator, the following additional provisions apply:

(a)notwithstanding clause 2.2(a), You may create user accounts for Your employees, subcontractors and agents upon payment of the relevant Subscription Fees;

(b)where You have created user accounts under clause 7.1(a), You:

(c)You warrant that each of Your users complies with these Terms in all respects;

(d)agree that You will be responsible for, and indemnify Represend against, any claims made against Represend, and all losses and damages sustained by Represend (whether directly, indirectly, consequentially or in any other way) arising from or otherwise connected to any breach of or other failure to comply with these Terms by the third party.

(e)where a user's Account is suspended or terminated in accordance with clause 6.3, Represend will use reasonable endeavours to ensure that Your Account remains functional; and

(f)notwithstanding clause 7.1(e), where Represend, in its sole discretion and using its reasonable judgment, determines that a breach is systemic or consistent across Your users' Accounts, Represend may suspend or terminate Your Account. (a)All new users are deemed to be Administrators until such time as a user nominates a separate Administrator.

(b)Where a user wishes to appoint a new Administrator, the user does not discharge its obligations as Administrator until such time as the new Administrator has accepted its appointment by verifying a new Administrator's Account. You are liable for the payment of all Subscription Fees in connection with Your use of the Services. The Website and/or Services enable You to deliver the Generated Content to third parties. You acknowledge and agree that:

(a)any information or material submitted by You and any other users using the Website or a Service will be treated by Represend as non-confidential and non-proprietary and You grant Represend a perpetual, irrevocable, licence-fee free, royalty free, worldwide, non-exclusive, sub-licensable right to use any Intellectual Property and other information or material created or submitted by You using the Website and/or the Services in accordance with Represend's Privacy Policy;

(b)You will not use the Website or Services to create, post or transmit any material or information which is offensive, defamatory, obscene, unlawful, vulgar, harmful, threatening, abusive, amounts to harassment or is otherwise objectionable whether or not such actions are intended to harm, abuse, harass, stalk, threaten or otherwise offend others;

(c)You will not use the Website or Services in breach of any applicable laws or regulations;

(d)You will not use the Website or Services to post or transmit any unsolicited advertising or promotional material;

(e)any material that You post or transmit can be removed by Represend without notice at any time, for any reason including no reason;

(f)You will not post or transmit any material which contains viruses or other computer code, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;

(g)You will not link to, frame or mirror any part of the Website without Represend’s written authorisation;

(h)Represend does not accept any responsibility or liability for the accuracy or content of posts or transmissions made by other users of the Website or Services, and Represend is not liable for any loss or damage of any kind, or any claim, resulting from any action taken or reliance made by You regarding any Intellectual Property or other information or material obtained from another user and/or made available by another user; and

(i)You, and not Represend, are responsible for resolving any disputes You may have with other users of the Website or Services. You acknowledge and agree that:

(a)Represend may at its sole discretion introduce advertising from Represend and/or third parties into the Website;

(b)Represend is not responsible for, nor does it endorse the content of any third party advertisements, nor the content of any website or other materials that may be linked to by third party advertisements, including Third Party Websites and Third Party Content and You view such third party websites and content at Your sole risk; and

(c)any provision of information to third party advertisers by Represend will be governed the Privacy Policy.

9.2 No Solicitation

(a)Represend warrants that it will not provide any unsolicited or unauthorised advertising, promotional materials or any other form of solicitation where You have elected to opt out of such communication.

(b)Represend adopts industry recognised opt out standards in respect of internet based advertising. (a)You may be required to use certain third party services in order to access, use, or continue to access or use the Website and/or Services.

(b)Your use the Website and/or Services requires access to the internet.

(c)Your use of third party services may be subject to fees and separate terms and conditions, and You acknowledge that Represend is not liable for the activities of any such third parties.

(d)You must comply with any applicable third party terms of agreement when using the Website and/or Services. You are responsible for ensuring that Your installation and use of the Website and/or Services does not cause You to exceed any data usage quotas or other limitations that may apply to Your internet or other carriage service or other services acquired from third parties.

(e)The Website and Services may contain links (including via advertisements) to third party websites or other third party content or services. Those links are provided for convenience only and may not remain current or be maintained. You acknowledge that such links should not be construed as an endorsement, approval or recommendation by us of the third parties, or of any content or services provided by them, and that Your use of any third party content or services may be subject to separate terms and conditions. (a)You agree that You will not:

(b)Without limiting the above, You will not and will not permit a third party to do anything which will or may damage, disrupt access to or interfere with the proper operation of the Website or Services. (a)Represend will provide email support for the Website and the Service during ordinary business hours. Such support, includes reasonable support for error-correction, modifications, updates (including Updates), new releases or enhancements. Represend does not offer any service level agreement in respect of this support.

(b)Unless otherwise specified in these Terms or agreed pursuant to a separate written agreement between You and Represend, Represend will not provide any hosting, telecommunication, internet or other services in relation to the use of the Website or the Service by You. Subject to the remainder of this clause, the licences granted under clauses 2.1 and 4.1 is granted for the term of the Subscription. (a)This licence can be immediately terminated by Represend in the following circumstances:

(b)Upon termination, You:

(c)Termination pursuant to this clause will not affect any rights or remedies which Represend may have otherwise under these Terms or at law.

(d)Nothing in this clause limits any right Represend may have pursuant to these Terms to modify the Website by way of Update, including by removing any features from the Website, or to modify or cease offering the Services or any part thereof. (a)You acknowledge that:

will not constitute a breach of these Terms.

(b)Except as expressly provided to the contrary in these Terms, and to the full extent permitted by applicable law, Represend will not be liable to You for any loss, including special, indirect or consequential damages (such as loss of profits), or claim, arising out of breach of these Terms or arising out of a defect in or downtime on the Website or a defect in the Subscription.

(c)Without limiting the foregoing, to the maximum extent permitted by applicable law, Represend's liability for any term, condition, guarantee or warranty that is implied by law and cannot lawfully be excluded by Represend, including the consumer guarantees set out in the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and all similar or equivalent legislation, rules and regulations is limited to (at Represend's option):

(d)Without limiting or affecting any other provision of these Terms, to the full extent permitted by applicable law, Represend's maximum aggregate liability to You for any losses You incur or claims You make against us is limited to the Subscription Fees paid by You.

(e)You acknowledge that You have exercised Your independent judgment in acquiring the Website and the Services and have not relied on any representation made by Represend which has not been stated expressly in these Terms or upon descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by Represend. (a)Represend retains all right, title and interest to all Intellectual Property rights subsisting in the Website, any Updates, and any part thereof.

(b)You retain all right, title and interest to all Intellectual Property rights subsisting in the Generated Content.

(c)Represend holds and is able use, license and exploit all aspects of the Website and Services including, without limitation, all Intellectual Property subsisting in the Website and Services.

(d)All material on the Website, including the text, information, graphics, logos, design, layout, downloads, pricing, products and services is owned by or licensed to Represend You must not reproduce, transmit, adapt, distribute, sell, modify, publish or store any such material for any purpose, other than with the prior written consent of Represend, or as permitted by law.

(e)Trade marks used on this website to describe third parties and their products are trade marks of those third parties.

(f)Unless permitted by law or as otherwise expressly permitted in these Terms, You must not, nor must You authorise other person to:

(g)Subject to any statutory exceptions under the Copyright Act 1968 (Cth) all other uses of the Website and the content published on or accessible via the Website including anything accessible by the Subscription is strictly prohibited.

(h)You fully indemnify Represend against any claims, liabilities, proceedings, losses (including consequential losses), damages, costs and expenses (including legal costs on an indemnity basis) that Represend may suffer as a result of any breach by You of any obligation or warranty contained in this clause 14. These Terms do not constitute a transfer or conveyance of any Intellectual Property owned by Represend as at the date of these Terms, including but not limited to all Intellectual Property associated with the Website and the Services, and its functionality, features and content, or operate as a future transfer of any Intellectual Property owned by Represend any time thereafter. You acknowledge that:

(a)Represend owns all of the Intellectual Property and other proprietary rights that subsist in or related to the Website and Services, including, without limitation, those rights in the design, text, graphics, all software compilations, underlying source codes and software or the content accessed through the Website;

(b)no right to, title to or interest in any Intellectual Property that subsists in the Website is granted to You;

(c)any and all goodwill in the Subscription or Website is for the exclusive benefit of Represend;

(d)nothing effects Your performance of Your obligations nor does it give You any interest in, right or title to the goodwill of the Website or anything accessible by the Subscription; and

(e)You will not during or at any time after the termination of the Subscription undertake or permit any act which infringes or attempts to infringe that Intellectual Property. (a)Unfortunately, no data transmission over the internet can be guaranteed as totally secure. Whilst Represend strives to protect such information, it does not warrant and cannot ensure the security of any information transmitted to it by You. Accordingly, any information transmitted to Represend is transmitted at the risk of the sender. Nevertheless, once Represend receives transmissions from You, it will take reasonable steps to preserve the security of such information.

(b)You must take Your own precautions to ensure that the process which You employ for accessing the Website and/or the Services does not expose You to the risk of viruses, malicious computer code or other forms of interference. For the removal of doubt, Represend does not accept responsibility for any interference or damage to any of device or computer system which arises in connection with use of the Website and/or the Services. Represend's Privacy Policy http://represend.com/privacy.php is incorporated by reference into these Terms and Conditions. By using this website, You agree to the Privacy Policy. Represend undertakes to comply with the terms of its Privacy Policy in respect of the Website and the Services. You agree that Represend may collect and use technical data and related information, including but not limited to technical information about the Website, the Services, the Subscription, system and application software, and peripherals that is gathered periodically. In addition to any other rights it may have to use this information pursuant to its Privacy Policy, Represend may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You. Without limiting the specific indemnity in clause 14.1(h), You will indemnify Represend against, any claims made against Represend, and all losses and damages sustained by Represend (whether directly, indirectly, consequentially or in any other way) arising from or otherwise connected to any breach of or other failure to comply with these Terms. Represend reserves the right to amend, revise or replace these Terms from time to time. Amendments, revisions and replacements will be effective immediately upon posting through the Website, unless a later effective date is specified. Your continued use of the Website or Services following such notification represents Your agreement to be bound by these Terms as amended, revised or replaced, and Your understanding and acceptance of the amended, revised or replaced terms. (a)You cannot assign, novate or otherwise transfer any of Your rights or obligations under these Terms without the prior written consent of Represend which consent can be granted or withheld in the absolute discretion of Represend.

(b)Represend can assign, novate or otherwise transfer any of its rights or obligations under these Terms at its sole discretion, without notice to You.

(c)An assignment in breach of clause 18.2(a) is intended by the parties to be void and of no force and effect.

(d)A breach of clause 18.2(a) by You entitles Represend to terminate these Terms. (a)A waiver of a right, remedy or power by Represend must be in writing and signed by Represend.

(b)Represend does not waive a right, remedy or power if it delays in exercising, fails to exercise or only partially exercises that right, remedy or power.

(c)A waiver given by Represend in accordance with clause 18.3(a):

If a provision in these Terms is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from these Terms for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of these Terms. (a)This these Terms are governed by and is to be construed under the laws in force in New South Wales.

(b)Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with these Terms. Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum. You agree that You will, at Your own expense, do all things and execute all further documents necessary, to give full effect to these Terms and the transactions contemplated by them. You acknowledge and agree that You have not relied on any statement by Represend which has not been expressly included in these Terms. These Terms constitutes the entire agreement between You and Represend regarding access and use of the Website and Services, and supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

As noted elsewhere in these Terms, use by You of other products, software or services may be subject to further terms. (a)Unless expressly required by the terms of these Terms, Represend is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with these Terms.

(b)Represend may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with these Terms. You must comply with any such conditions when relying on the consent, approval or waiver. (a)Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the termination of these Terms and expiry of the Subscription, clauses 2.2, 4.5, 6.2, 8, 10.2, 11, 13, 14, 15, 16, 18.4, 18.5, and 18.10 survive the termination of these Terms and expiry of the Subscription.

(b)The indemnities offered by You under clauses 14.1(h) and 17 are continuing obligations, independent from the other obligations of the parties and survive the termination of these Terms and expiry of the Subscription. It is not necessary for Represend to incur expense or make payment before enforcing a right of indemnity against You under these Terms. In the event that You need to contact Represend regarding these Terms, the Website and/or the Services, please use the following details.

In these Terms:

'Account' means Your account by which You access the Subscription and the Services.

'Account Details' means the username and password that is unique to You which is used to access the Subscription.

'Administrator' means an Account created by a natural person to administer the users.

'Candidate' means a candidate who's resume is uploaded by You for the purpose of creating the Generated Content.

'Generated Content' means the non-editable content generated, created, made or otherwise brought about as a result of using the Services, including cover sheets, resumes and other readable content.

'Intellectual Property' means any and all intellectual and industrial property rights anywhere in the world (including present and future intellectual property rights) including (but not limited to) rights in respect of or in connection with:

(a)any related confidential information, trade secrets, know-how or any right to have information kept confidential;

(b)copyright (including future copyright and rights in the nature of or analogous to copyright);

(c)trade marks, service marks and other related marks; and

(d)all associated goodwill,

whether or not existing at the date You agree to these terms and whether or not registered or registrable and includes any and all variations, modifications or enhancements to each of them together with any application or right to apply for registration of those rights and includes all renewals and extensions.

'Materials' means, in respect of the materials which You submit to the Website, all resumes relating to Candidates and all branding, images and trade marks, service marks and other related marks.

'Payment Processors' means parties nominated by Represend to receive and process payments on behalf.

'Privacy Policy' means Represend's privacy policy set out at http://represend.com/privacy.php (as updated from time to time). 'Represend' means Aus Staff Pty Ltd, ABN 75 620 085 056.

'Services' means services offered by Represend through the Website, including those services for which You have a Subscription.

'Subscription' means Your subscription to access the Services through the Website for the term set out in clause 12.1.

'Subscription Fees' means the fees payable to Represend in respect of the Subscription.

'Terms' means these terms and conditions of use.

'Third Party Content' means any links to, or display of, the content of third parties.

'Third Party Websites' means websites operated by other organisations and individuals.

'Update' means an update supplied by Represend that replaces or supplements the original Website.

'Website' means the website owned by Represend and accessed by You to which these Terms applies.

'You' means, a user of the Services or the Subscription, including:

(a)you, where you access the Website and subscribe Services for your own use; and/or

(b)your employee or contractor, where you access the Website and subscribe to Services as an Administrator,

and the word 'Your' has a corresponding meaning.

20.2 Interpretation

In these Terms unless a contrary intention is expressed:

(a)headings and italicised or highlighted type do not affect the interpretation of these Terms;

(b)the singular includes the plural and the plural includes the singular;

(c)a gender includes all other genders;

(d)other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;

(e)a reference to a 'person' includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate (whether or not having a separate legal personality);

(f)a reference to any thing (including any right) includes a part of that thing, but nothing in this clause 20.2(f) implies that performance of part of an obligation constitutes performance of the obligation;

(g)a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, these Terms and a reference to these Terms includes any clause, annexure, exhibit and schedule;

(h)a reference to a document (including these Terms) includes all amendments or supplements to, or replacements or novations of, that document;

(i)a reference to a party to any document includes that party's successors and permitted assigns;

(j)a reference to time is to Sydney, New South Wales time;

(k)a reference to an agreement other than these Terms includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;

(l)a reference to a document includes any agreement or contract in writing, or any certificate, notice, deed, instrument or other document of any kind;

(m)a provision of these Terms may not be construed adversely to a party solely on the ground that the party was responsible for the preparation of these Terms or the preparation or proposal of that provision;

(n)a reference to a body, other than a party to these Terms (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions; and

(o)the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in these Terms do not limit what else is included and must be construed as if they are followed by the words 'without limitation', unless there is express wording to the contrary.