PeopleHub™ End User Licence Agreement

By accessing or using the PeopleHub™ solution, and the content and materials contained therein (the Solution), you agree to the following terms of this end user licence agreement (EULA). Please read these terms and conditions carefully before using the Solution.

  1. The term “we” or “us” refers to Deloitte Solutions Pty Limited and our related entities (Deloitte). The term “you” refers to the user of the Solution or those users who you authorise to make use of the Solution (Authorised Users). You are responsible for adding or removing Authorised Users to or from your account and for ensuring that you take appropriate security measures to protect access to the Solution, including by protecting and administering access to username and password details as well as only allowing access by authorised users. You are also responsible for updating any user information.
  2. PeopleHub™ is a solution that provides you with a cloud-based human resources information system (HRIS) powered by EnableHR that provides you with HR and WHS processes, tools, advice and record management functionality using legally backed content created by FCB Workplace Law.
  3. All materials (including logos, company names, trademarks, images, software and content whether downloaded or not and any updates or amendments to those materials) (Materials) contained in the Solution are owned by Deloitte (or our affiliates and/or Third Party Suppliers, where applicable), unless indicated otherwise. You agree and acknowledge that the Materials are valuable property and that, other than any licence granted to you in this EULA, you shall not acquire any ownership rights in or to such Materials. The Materials may not be used in a manner that infringes the copyright or proprietary interests of Deloitte or a Third Party Supplier and may not be used except as provided for in this EULA and in any other agreement you execute with Deloitte or one of our authorised third party distributors of the Solution.
  4. You are granted a non-transferable, limited, non-exclusive, revocable, royalty-free licence to access and use the Solution, including any Third Party Material, where applicable. You may only use the Solution for your internal business purposes and must not (i) distribute, rebrand, market, relicense, sublicense, rent, lease, assign, re-package, license, sell, adapt, translate, enhance, copy, modify, decompile, disassemble, reverse engineer or translate the whole or any part of the Solution; (ii) merge the Solution into any other platform or Solution or port any content from the Solution to any other platform or Solution; (iii) create derivative works based on the Solution; (iv) duplicate, sell or reproduce any of the content available through the Solution, or any portion thereof, except as permitted in the applicable licence grant set forth above; and/or (v) use the Solution or any content contained therein to develop, licence, sublicence or otherwise make available any product or service that mimics, duplicates or competes with the features and/or functionality of the Solution. Third Party Material means data, databases, information, computer software and other materials which are owned by EnableHR Pty Ltd, its third party suppliers or such other third party supplier as may be specified from time to time (Third Party Supplier) and sublicensed to you pursuant to this EULA, and where the context requires, includes copies of the Third Party Material and any modifications or updates to the Third Party Material.
  5. You must ensure that at all times the Third Party Material contains any copyright notices or disclaimers that were affixed to the Third Party Material by us or by the Third Party Supplier. You agree to comply with any reasonable direction given by us or the Third Party Supplier related to your use of the Third Party Material including, where applicable, complying with any future legislation and/or government policy which imposes binding restrictions or limitations relating to the supply of Third Party Material.
  6. We will charge you a monthly fee of $75.00 (Base Licence Fee), which includes your first 10 employees, contractors or volunteers under management in the Solution (Employees). Additional amounts may be charged where the number of Employees in a given month exceeds that on which the Base Licence Fee has been estimated. In these circumstances you agree to pay Deloitte an additional amount, calculated based on the actual number of Employee records that have been generated by you (Additional Licence Fee). The Additional Licence Fee will be calculated based on the highest number of Employee records held in the Solution in the relevant month and will be automatically processed based on your usage. Unless otherwise stated on the Solutions by Deloitte website, the Base Licence Fee and the Additional Licence Fee (together, the Licence Fees) exclude GST and you agree to pay any GST imposed on us, now or in the future in relation to this EULA. We may increase the Licence Fees by CPI on the annual anniversary of the commencement date of this EULA and on each annual anniversary date thereafter.
  7. We will charge you monthly in arrears for the Licence Fees which will be automatically deducted from your nominated credit card. If any payment remains outstanding for more than 14 days from the due payment date, we may suspend our remaining obligations under this EULA, including suspension of your access to the Solution and in addition, we may charge interest on any outstanding amount at the rate of ninety day bank bill plus 3%.
  8. In consideration for the Licence Fee, we shall provide support to you in the operation of the Solution via telephone or email during normal business hours (9am – 5pm in Victoria) excluding weekends and Victorian public holidays. EnableHR Pty Ltd will update the Solution from time to time, as required, in order to meet the requirements of relevant legislation.
  9. You acknowledge and agree that neither the Solution nor the content contained therein constitute professional, accounting, tax or legal advice of any kind and do not consider your specific objectives, situation or needs. You further acknowledge and agree that you should not rely on the Solution or the information contained within the Solution. You are responsible for any decisions that you make as a result of your use of the Solution.
  10. Any rights not expressly granted in this EULA are reserved by Deloitte and all implied licences are disclaimed.
  11. You confirm that you have, or have made necessary arrangements to have in place suitable hardware, software and access to the internet to enable you to use the Solution. You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Solution or the Solution itself. You agree not to interfere with the servers or networks underlying or connected to the Solution or to violate any of the procedures, policies or regulations of networks connected to the Solution. You many not access the Solution in an unauthorised manner.
  12. You are responsible for complying with all applicable laws in relation to your use of, or access to, the Solution. You agree not to impersonate any other person while using the Solution, conduct yourself in an offensive manner while using the Solution, or use the Solution for any illegal, immoral or harmful purpose. By breaching the provisions of this EULA, you may commit a criminal offence under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Solution will cease immediately.
  13. Each of us agrees to protect and keep confidential any Confidential Information that is given to us by the other. You acknowledge that we may provide certain of your Confidential Information to our Third Party Suppliers. However we will remain primarily liable for any use or disclosure of such Confidential Information by those third parties. Each of us also acknowledges that the terms of the EnableHR Privacy Policy and the Deloitte Privacy Policy will apply to your use of the Solution and any information, including Personal Information (as defined in the Privacy Act 1988 (Cth)) that you input into the Solution (User Content). Neither Enable HR nor Deloitte claims any ownership rights in User Content. However, by submitting User Content, you hereby grant Deloitte an irrevocable, perpetual, non-exclusive, royalty-free, worldwide licence to use, copy, display, edit, distribute and otherwise exploit the User Content you upload to the Solution or any portion thereof, and any ideas, concepts, or know-how contained therein. This includes but is not limited to using any User Content, in a de-identified format, for benchmarking and report creation purposes.
  14. The Deloitte Privacy Policy can be accessed here: http://www.deloitte.com/view/en_AU/au/privacy/index.htm, and the EnableHR Privacy Policy can be accessed here: https://www.enablehr.com.au/privacy/. You further acknowledge that, to the extent of any inconsistency between this EULA and either policy, the terms of this EULA will prevail. Confidential Information means any information or material that is proprietary to or deemed to be proprietary to either party and is disclosed to the other party further to us providing you with the right to access and use the Solution in accordance with this EULA. For the avoidance of doubt, the Solution and any Third Party Material are each considered Confidential Information of ours.
  15. Each time you submit User Content to Deloitte or to the Solution, you represent and warrant to Deloitte that you own the User Content or you have the right to submit it, and submitting it will not be infringing of any third party’s intellectual property rights, privacy or publicity rights, rights of confidentiality or rights under contract. You agree to indemnify Deloitte and its affiliates for all claims arising from or in connection with any claims to any rights in your User Content or any damages arising from your User Content.
  16. We warrant that the Solution will: (i) be provided to you with due care, skill and diligence; (ii) be fit for the purposes for which these types of solutions are commonly bought; and (iii) comply with all applicable laws, regulations, standards or other legal requirements concerning safety and quality.
  17. except where otherwise expressly set out in this eula, THE SOLUTION IS PROVIDED TO YOU ON AN ‘AS IS AVAILABLE’ BASIS AND TO the extent permitted BY APPLICABLE law, all terms, conditions, wArranties, undertakings, inducements or representations on any basis (including negligence) whether express, implied, statutory or otherwise relating in any way to the Solution are excluded BY DELOITTE AND OUR THIRD PARTY SUPPLIERS OR AFFILIATES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES. without limiting the foregoing, any liability under any condition, warrantY or representation that by law cannot be excluded is, where permitted by law, at our option, to repair or replace the Solution. to the extent permitted by law (A) all our liability is excluded in respect of any indirect or consequential loss incurred by you, in relation to the Solution and in any event for any loss of income or lost or corrupted data; AND (B) we will not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from any errors in or omissions from the soution or any materials beyond our reasonable control, the unavailability or interruption to the supply of the solution, your use or misuse of the soution or materals (regardless of whether you hav received any assistnace from us in using or misusing the solution), the content of your materials, loss or damage to your materials, your use of any equipment in connection with the solution or any delay or failure in performacne beyond our reasonable control.
  18. You indemnify, defend and hold Deloitte, the Third Party Supplier its successors and permitted assigns (those indemnified) harmless of and from any damage, loss, cost or expense or any other liability of every nature, kind and description whatsoever (including, without limitation, consequential loss and reasonable attorneys’ fees and expenses) incurred or suffered by those indemnified, by reason of or resulting from or arising out of any claims arising from yours, or your Authorised Users’, use of the Solution, including any third party claims that arises as a result of a third party alleging infringement of the Intellectual Property Rights which arise from the use of the Third Party Materials in a manner or for a purpose not reasonably contemplated or not authorised by us or a Third Party Supplier.
  19. If Deloitte believes, in its sole discretion, that the Solution, or any part thereof, has become the subject of a claim of infringement, Deloitte, at its option and expense, may: (i) procure the right for you to continue to use the Solution; (ii) replace or modify the Solution so as to make it non-infringing; or (iii) discontinue the licence granted herein. The foregoing states the entire liability of Deloitte with respect to infringement of any copyrights, patent, licence or other property right by the Solution or any parts thereof.
  20. This EULA shall commence on the date on which you first purchase the Solution and shall continue for 12 months (Initial Term). Following the Initial Term, your subscription will be from month-to-month and will continue until terminated in accordance with these terms. Your right to use the Solution shall terminate if (a) your agreement with Deloitte to use the Solution expires or terminates; (b) you fail to comply with any of the material terms or conditions of this EULA, or the Deloitte Privacy Policy and do not cure such failure in a reasonable period of time after becoming aware of such non-compliance; (c) you have any type of insolvency administrator appointed in respect of your property or affairs; or (d) you enter into any scheme, composition or arrangement with any of your creditors. Within five (5) business days of the expiration or termination of this EULA, you shall immediately discontinue all use of the Solution in whole or in part.
  21. Following the Initial Term, either of us may terminate this EULA at any time by giving the other at least 90 days’ prior written notice, or immediately if the other commits any material breach of this EULA that is either incapable of being remedied or is not remedied within 14 days of receipt of a notice requiring the breach to be remedied. We may terminate this EULA immediately if we identify circumstances that could cause us to have a conflict of interest.
  22. This EULA and the Deloitte Privacy Policy may be amended by us from time to time and by continuing to use the Solution, you agree to comply with those terms, as they are amended from time to time.

Your use of the Solution and this EULA are governed by the laws of New South Wales, Australia.

 

 

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