HR

These HR Terms are effective from the date the Client first accesses or uses Tanda HR and continues until these HR Terms are terminated in accordance with clause 7.1 or 7.2 or the Agreement is otherwise terminated (HR Licence Term).

3.1 Grant

In consideration of the Tanda HR Access Fee, Tanda grants to the Client a revocable, non-exclusive, non-transferable licence to access and use Tanda HR for its internal business purposes during the HR Licence Term.

3.2 Use obligations

(a) As a fundamental condition of the licence in clause 3.1 above, the Client agrees:

(i) the Client must ensure End Users comply with these HR Terms;

(ii) provide Tanda with Client Data, database scheme and API details necessary for Tanda to integrate Tanda HR within the Client’s operating environment and to enable the Client to access and use the Tanda HR;

(iii) the Client is responsible for the acts or omissions of the End Users as if the acts or omissions of the End Users were performed by the Client themselves;

(iv) the prior written consent of Tanda is required for the Client to sub-licence any right or obligations under the HR Terms; and

(v) Tanda HR must be used as-is, in the form provided by Tanda. 

(b) The Client must ensure that all End User Login details, including usernames and passwords, required to access Tanda HR are kept secure and confidential strictly according to the Client's internal protocols.  Tanda may request, and the Client must promptly provide details of such internal security protocols, and the Client undertakes to implement any such additional measures as Tanda deems reasonably necessary if the security protocols are deemed deficient concerning access to the Tanda HR, in Tanda's reasonable opinion.

(c) The Client must immediately notify Tanda of any unauthorised use of passwords, and Tanda will reset the relevant password.  The Client must also take all other action that Tanda reasonably deems necessary to maintain or enhance the security of Tanda’s computing systems and network.

(d) The Client acknowledges and agrees that:

(i) the Client determines who is an End User and what level of access (if applicable), to Tanda HR that End User has;

(ii) the Client is responsible for all End Users’ use of Tanda HR; and

(iii) the Client controls each End User’s level of access to Tanda HR at all times and can revoke or change an End User’s access, or level of access, at any time for any reason, in which case that person or entity will cease to be an End User or shall have that different level of access, as the case may be.

3.3 Restrictions

The Client and the End Users must not:

(a) modify, adapt, translate, prepare derivative works of, decompile, reverse engineer, disassemble, reproduce, republish, display, post, transmit, distribute or otherwise attempt to create a substitute or similar service or product through use of, or access to, Tanda HR;

(b) reproduce, forward, disseminate, disclose (by any means), commercialise or sublicence Tanda HR or content in Tanda HR without Tanda’s prior written permission; 

(c) use Tanda HR to defame, spam or harass any person or to distribute, view or create any material that may be pornographic, defamatory, offensive, obscene, illegal or unlawful;

(d) engage in any activity that otherwise adversely affects other users' use of, or access to, Tanda HR;

(e) engage or communicate with any Applicant in a manner deemed inappropriate by Tanda, including without limitation in any disrespectful, unethical, unlawful or immoral manner; or

(f) use, or permit, Tanda HR to be accessed or used in any way other than in a manner expressly permitted by these HR Terms.

3.4 Limited Licence

The Client acknowledges, and agrees, that the rights granted to it under the Tanda HR Licence are expressly limited to the rights stated in clause 3.1 (Grant).  To the fullest extent permitted by law, all implied rights in relation to the Tanda HR Licence are excluded.

4.1 Availability

Tanda will use its best endeavours to provide access to Tanda HR on a continuous basis during the HR Licence Term, with the exception of the circumstances described in clause 4.4.

4.2 Support

(a) The Client and its End Users may implement, install or configure Tanda HR in accordance with the Tanda HR Guidance.

(b) In consideration of the Tanda HR Access Fee, Tanda will use reasonable efforts to provide technical support services to assist the Client in using Tanda HR. 

(c) In receiving any support services from Tanda, the Client acknowledges and agrees that:

(i) any information and advice provided by Tanda's Personnel (including in the Tanda HR Guidance) is general in nature and does not take into account the individual facts and circumstances of the Client, its Employees or End Users; and

(ii) Tanda's Personnel are not legally trained or qualified and are not providing legal advice in its provision of the support services or the Tanda HR Guidance.

(d) Tanda is not responsible or liable for any Loss, Claim, or Liability incurred by the Client arising from or in relation to:

(i) the support services; and

(ii) the Client or its End Users' implementation, installation or configuration of Tanda HR other than in accordance with the Tanda HR Guidance.

4.3 Suspension

Tanda may temporarily suspend (in part or in whole), without prior notice to the Client, the access to Tanda HR to the Client and End Users if such suspension is due to the Client's failure to comply with its payment obligations under these HR Terms or under the MSA.

4.4 Downtime and limitations

The Client acknowledges and agrees that:

(a) access to Tanda HR may occasionally be limited due to Scheduled Maintenance;

(b) access to Tanda HR is reliant upon various factors outside the control of Tanda, including, without limitation, events of Exceptional Circumstance, the Client internet service provider, telecommunications provider or equipment used to access Tanda HR.  While Tanda will use all reasonable endeavours to ensure the Client has continuous access to Tanda HR, Tanda will not be liable to the Client or any other person for any Claim or to any other extent for Loss or damage caused by such factors;

(c) Tanda’s ability, and obligation, to provide the access to Tanda HR is subject to the Client complying with its obligations under the Agreement and any other limitation or exclusion set out in the Agreement;

(d) the cost of consumables, replacement parts, hardware, software, network upgrades and any associated services are outside the scope of Tanda HR and support services and are the full responsibility of the Client; and

(e) any server upgrades, network device upgrades and software upgrades are outside the scope of the Agreement.

4.5 Notice

In the event that access to Tanda HR is suspended in accordance with the Agreement, Tanda will endeavour to provide the Client with prior written notice where it is reasonable and practicable in Tanda’s opinion.

4.6 Loss of access

Client shall have no Claim against Tanda, and Tanda will not be Liable, in respect of loss of access or functionality to Tanda HR referred to in this clause.

5.1 Provision and ownership of New IP

Upon its creation, all New IP will be owned by, and (to the extent that ownership of any New IP vests in the Client) irrevocably assigned by the Client to, Tanda.

5.2 Prohibited activities

Unless otherwise expressly authorised in writing by Tanda, the Client will not (and must not permit or procure its Personnel or subcontractors to) permit Tanda HR to be accessed in any unauthorised way, including via interfaces (including exposing or 'passing through' a software API or otherwise making Tanda HR accessible as an API).

7.1 Termination for cause 

(a) These HR Terms terminate automatically upon termination or expiry of the Agreement or (if Tanda HR was purchased as an add-on to the Workforce Management Software) the Workforce Terms.

(b) Either party (First Party) may terminate these HR Terms immediately by written notice upon the occurrence of one of the following events:

(i) if the other party is in breach of the Agreement and that other party has failed to remedy the breach within 1 calendar month of a written notice to it from the First Party, specifying the breach and requiring it to be remedied;

(ii) if the other party is in breach of the Agreement and that breach is not capable of remedy, as reasonably determined by the First Party; or

(iii) an Insolvency Event occurs in respect of the other party.

7.2 Termination by Client

The Client may terminate these HR Terms for any reason by following the process in the Tanda Web Portal.

7.3 No prejudice of rights

Termination shall not prejudice or affect any right or action which shall have accrued or shall thereafter accrue to either party.

7.4 Consequences of termination or expiration

Upon termination or expiration of these HR Terms:

(a) subject to clause 7.4(c), the Tanda HR Licence is revoked; 

(b) all monies owing under the HR Terms become immediately payable and due; 

(c) if the Client terminates these HR Terms pursuant to clause 7.2, then:

(i) the Client is not entitled to a refund of any pre-paid Tanda HR Access Fees;

(ii) the Client must pay all Tanda HR Access Fees, including:

(A) all Tanda HR Access Fees payable for the then current billing period; or

(B) if the Client has selected an Advance Payment arrangement, all Tanda HR Access Fees that would be payable for the Initial Term or the then-current Further Term (as the case may be);

(iii) if the Client has selected an Advance Payment arrangement, the Client and its End Users may continue using Tanda HR in accordance with the Agreement for the remainder of the Initial Term or the then-current Further Term (as the case may be);

(d) termination of these HR Terms does not terminate any other Schedules or the Agreement; and

(e) this clause 7.4 and clauses 4.2(d) (No liability for support), 8 (Disclaimer) and 9 (Indemnity) survive termination or expiry of these HR Terms.

The Client acknowledges and agrees that:

(a) the various components of Tanda HR, including any associated commentary or guidance, do not contain or constitute legal or professional advice;

(b) Tanda HR is provided 'as-is' and to the full extent permitted by Law, Tanda excludes all warranties and representations (express and implied) unless otherwise stated to the contrary in these HR Terms, including but not limited to any warranty or representation that the information provided in Tanda HR is complete, accurate, current or fit for any particular purpose;

(c) in respect of any templates within Tanda HR:

(i) the templates are provided by Tanda in a generalised form for use by Tanda’s diverse customer base;

(ii) the templates are therefore made available to the Client without consideration of the Client’s specific operations or legal and regulatory obligations, and are intended to be further adapted by Client (as may be required) prior to use; and

(iii) it is the responsibility of the Client to assess the suitability of the templates for use with any particular use case, and to seek independent legal advice to confirm same; and

(d) to the fullest extent permitted by law, Tanda will not be Liable in any way for (and is released from) any Loss (including any Loss incurred by the Client or any current or former Employee of the Client) arising from its provision of Tanda HR or the conduct of any Applicant.

The Client indemnifies the Indemnified Parties, and will keep indemnified and hold the Indemnified Parties harmless, from and against any and all Claims made against Tanda, and/or Losses suffered by the Indemnified Parties, arising from:

(a) any error or omission in the rostering or payment of Client Personnel (or its subcontractors), including under-payments or over-payments;

(b) the calculation or implementation of industrial relations awards or enterprise agreements, penalties, pay rates and similar due (in part or in whole) to an error or omission described at clause 9(a) above;

(c) any Claims made by an Applicant;

(d) the Client’s, End User’s or the Client’s Personnel’s misuse, modification or adaptation of Tanda HR; and

(e) the interpretation of any clauses or content contained in Tanda HR Legal Templates and their legality or intended effect.

The Client and Tanda will jointly agree to any press release in respect of these HR Terms prior to its publication, such agreement shall not be unreasonably withheld, delayed or conditioned.