Welcome to Xref. These Terms and Conditions govern your access to and use of the Xref platform and the Xref website, xref.com (Website), and the services made available to you via the Website by Xref Limited ABN 34 122 404 666 and its subsidiaries. Specific details regarding the services to be provided shall be set out in a separate online order supplementing these Terms and Conditions (Order Form). By: (1) ticking a box indicating acceptance, or (2) executing an Order Form that references these Terms and Conditions, or (3) using the Website, you agree to and accept these Terms and Conditions and the General Terms and Conditions as published on the Website.  References to “we”, “our” and “us” are references to Xref Limited. 

1 SERVICES. On completion of registration, you will receive access to the services on a trial only basis. You do not need to be an existing Xref customer to register to use Xref, but you will be required to create a user profile on the Website (User Profile). The Xref platform is a multi-organisation platform which means that, as a user you may have more than one organisation linked to your User Profile and you can have different user roles in different organisations. For example admin, owner, viewer etc. Xref reserves the right to introduce new roles at any time for users as well as to vary and/or add to the services at any time. The services may allow you to request surveys as well as recruitment related checks of new, existing and exiting employees. 

 2 WEBSITE USER PROFILE & SECURITY CREDENTIALS. To use the services you must register for a User Profile using your corporate email address. Xref is a business tool intended for legitimate recruitment and human resources business purposes only. A user must be at least 18 years of age. Any and all security credentials including any IDs and passwords that you use to access the Website are personal to you, strictly confidential and should not be shared with any unauthorised person. Disclosure of your security credentials to any party, including those within your organisation authorises that party to act as an agent on your behalf. You agree to be solely responsible for any and all actions taken using your security credentials, whether or not you have authorised such actions. When you register for a User Profile, you must provide us with accurate and complete information. In addition, you must notify us of any changes to your information. 

3 GRANT OF LICENCE. We grant you a limited, non-transferable, non-exclusive licence to access and use the Website to use the services. This licence: 

       i.         does not entitle you to download or modify any part of the Website; 

      ii.         does not entitle you and expressly prohibits you from: 

·       any resale or commercial use of the Website or its contents; 

·       any derivative use of this Website of its contents; or 

·       any use of data mining, robots, or similar data gathering and extraction tools. 

 4 FEES AND PAYMENT. Fees are based on services and (where relevant) subscriptions purchased. Payment obligations are non-cancellable, and fees paid are non-refundable and quantities cannot be decreased during a relevant subscription term. We reserve the right to introduce fees to services at any time.


5 ORGANISATION DEACTIVATION. If your subscription status is inactive, your organisation will be deactivated. An inactive subscription means that there has been no activity in your organisation for a period of 90 consecutive days and non-payment of fees. Once your organisation is deactivated, it cannot be reactivated and any amounts paid in advance will be forfeited. We may warn you of such deactivation in advance, but we are not obliged to. 

 6 REPORTS. Information from the services will be collated into a report which will be made available via an organisation. We are not responsible for ensuring that the relevant requests for action are responded to nor for the quality of any feedback. You must not: 

i)   use a report or any information contained in a report for any purpose other than for legitimate human resources related purposes within your organisation; 

ii)  modify or alter a report in any way; or 

iii) disclose a report or any information contained in a report to any third party. 

We are not responsible for any information in any reports, or the accuracy of such information. Before acting on any report or any information in a report, we recommend that you: 

i)   consider whether it is appropriate for your intended purposes; 

ii)  carry out your own independent research; and 

iii) seek professional advice where necessary. 

 7 OUR INTELLECTUAL PROPERTY RIGHTS. You acknowledge and agree that the Website and services contain Intellectual Property Rights that are owned by us and are protected by Australian and international laws, including but not limited to, the trademarks, trade names, software, content, design, images, graphics, layout, appearance, and look of the Website. These Intellectual Property Rights are not assigned, transferred or otherwise licensed to you, other than as specifically noted in this Terms and Conditions, and all Intellectual Property Rights in documents, ideas, equipment, processes and systems which are acquired or created by us in the course of supplying the services are retained by us. We grant you a revocable, non-exclusive, non-transferable licence to use our Intellectual Property for the purpose of using the Website and services and solely on the terms set out in these Terms and Conditions. You must not breach any copyright or Intellectual Property Rights connected with the Website or the services. This includes, but is not limited to: 

i)   reverse compiling, altering, modifying, copying or otherwise reverse engineering any of the code, UX processes or material on the Website; 

ii)  causing any of the material on the Website to be framed or embedded in another website; or 

iii) creating derivative works from the content of the Website. 

For the purposes of this clause Intellectual Property Rights means copyright and neighbouring rights (including moral rights), all rights in relation to inventions and discoveries (including patents), registered and unregistered trademarks, trade names trade secrets, know-how, business names, domain names, registered and unregistered designs, circuit layouts, confidential information, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields. 

  8 PRIVACY AND DATA PROTECTION. We will: 

(i)    comply with all applicable privacy laws by which we are bound; 

(ii)   use the personal information only for the purposes of fulfilling our obligations under these Terms and Conditions; 

(iii) restrict access to the personal information to employees who need to access the personal information; 

(iv)   take all reasonable steps to ensure that the personal information is protected against misuse and losses, or unauthorised access, modification or disclosure; 

(v)   notify you immediately if we become aware that a disclosure of personal information received by us from you that: (i) has been made in breach of this clause or any privacy law; or (ii) may be required by law; and 

(vi)   not do anything with the personal information that will cause you to breach any privacy law and cooperate with you to resolve any complaint made under any applicable privacy law; 

For the purposes of this clause 8, the term Data Protection Legislation means European Directives 95/46 and 2002/59/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including, when applicable, the General Data Protection Regulation). The terms Data Controller, Data Processor, Processing (and Processed and Process) and Data Subject have the meanings ascribed to them in the Data Protection Legislation. The term Personal Data means the personal data (as such term is defined in Data Protection Legislation) Processed by us as Data Processor in relation to provision of the services. 

The subject-matter of the data processing under these Terms and Conditions is the performance of the services and the processing will be carried out for the duration of the services. In addition: the types of Personal Data processed, the nature and purpose of the Processing is as set out in the Xref Privacy Policy. We will Process the Personal Data on your behalf in accordance with your instructions. Notwithstanding the foregoing, we may Process the Personal Data if it is required under European Union or Member State law to which it is subject. In this situation, we will inform you of such a requirement before we Process the data, unless the law prohibits this on important grounds of public interest, and you will ensure that the instructions you provide to us will comply with Data Protection Legislation. We will not transfer the Personal Data to a country outside the EEA without your prior written consent. You authorise us to process and store your personal data. For the purposes of providing user support we may access your data from our secure offices located in other countries. You agree that we may use subcontractors or sub-processors to provide services on our behalf, provided that we comply with the provisions of this clause. We remain responsible for subcontractors’ compliance with the obligations of this clause 8. Any subcontractors to whom we transfer Personal Data will have entered into written agreements with us requiring that the subcontractor abide by terms no less protective than this clause 8. We will implement and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures will be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected. 

 We will: 

(i) as soon as reasonably practicable, inform you if we receive a request notice or other communication from a Data Subject seeking to exercise his or her rights under Data Protection Legislation in respect of those Personal Data, and, at your request, assist you with respect to that communication, request or notice; and 

(ii)  audit the security of the computers and computing environment that we use in Processing the Personal Data for the performance of the services and the physical locations from which we provide the services. 

(iii)     ensure that only those of our personnel who are properly trained and need to have access to the Personal Data are granted access to such data and only for the purposes of the performance of these Terms and Conditions and that all of our personnel required to access the Personal Data are informed of its confidential nature and comply with the obligations set out in this clause and clause 12; and 

(iv)    on termination of these Terms and Conditions we shall immediately cease to use the Personal Data and shall promptly arrange for its destruction. 

 9 LIABILITY. To the maximum extent permitted by applicable law: (a) each party, its directors and staff shall have no liability for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, arising or incurred under or in connection with these Terms and Conditions, whether in an action in contract or tort; and (b) subject to (a), each party and its group's maximum liability arising under or in connection with this Agreement shall not exceed the total amount paid for the services giving rise to the liability. 

 10 TERM  & TERMINATION. These terms and conditions will commence on the date you first accept them and will continue until all subscriptions of all your organisations have expired or have been terminated or the trial period has been cancelled. If a party commits a material breach of these Terms and Conditions, the other party is entitled to terminate this Agreement with immediate effect. 

Following termination of this Agreement:

i)   we will deactivate your user account and organisations.

 ii) the licences granted under clause 3 and 7 will terminate; and

iii) we may (but we are not required to) retain information (including reports) relating to your organisations for a commercially reasonable period of time for backup, archival, or audit purposes. Where such information remains available, we will be happy to provide copies of relevant information to you but we reserve the right to charge a reasonable fee for doing so.

iv) we may provide you with a bulk PDF export of reports. Any other format of data export, such as a CSV file format will need to be requested and we reserve the right to charge you for this.

11 GOVERNING LAW. Your use of the Website and the services is subject to the laws of New South Wales, Australia. You agree to submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

12 MARKETING & COMMUNICATIONS. In order to provide the services to you, we may, from time to time, communicate with you via an email address you provided for a User Profile. By registering for a User Profile and using the services, you agree to receive email communications from us as required to provide the services. In addition, we may also use your name, email address and contact details to provide you with marketing and promotional materials about Xref. If you do not wish to receive such materials, you may opt-out at any time by using the opt-out mechanism in the marketing material. 

 13 CONFIDENTIALITY. A party (receiving party) shall keep in strict confidence: all information that relates to the business, affairs, operation, developments, trade secrets, personnel and suppliers, including all technical or commercial know-how and Personal Data which are in each case of a confidential nature and have been disclosed to it by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain (collectively, confidential information). The receiving party shall only disclose the disclosing party’s confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under these Terms and Conditions, and shall ensure that such employees, agents and subcontractors enter into obligations with it which are equivalent to those set out in this clause. The receiving party may also disclose the disclosing party's confidential information where such disclosure is required by law, by any governmental or regulatory authority or by a court of competent jurisdiction, subject to the prior notification to the disclosing party to the extent reasonably possible. 

14 GENERAL. Neither party may, without the prior written consent of the other party, such consent to not be unreasonably withheld, transfer or assign any of its rights or obligations under these Terms and Conditions. These Terms and Conditions, any Order Form, together with the General Terms and Conditions and any amendments you may enter into with us in connection with the Website or the services will constitute the entire agreement between you and us concerning the Website and the services. In the event of any conflict or inconsistency among the documents the order of precedence shall be 1) the applicable Order Form, 2), amendments, 3) these Terms and Conditions and; 4) the General Terms and Conditions.  A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. We may amend these Terms and Conditions at any time on reasonable notice to you including without limitation, by emailing these amendments to you and/or posting revised Terms and Conditions on our website xref.com, which amended Terms and Conditions will be binding on you. 

15 PUBLICITY & USE OF TRADEMARKS.  We shall not, without your prior written consent, advertise, publicly announce or provide to any other person information relating to the existence or details of these Terms and Conditions. Where we have your consent, during the term, you grant us a non-exclusive, royalty free license to use your approved trade names, trademarks and logos (the “Marks”) solely for the purpose of marketing, advertising and promotion, pursuant to the limitations outlined in these Terms and Conditions, and your branding guidelines.

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