Agreement

1. What this agreement is about;

1. This agreement describes how the User may use Bright software products.

2. In this agreement, "Bright software products" refers to the on-line human resources (HR) and Health and Safety software and the "Services".

3. "Services" refers to the provision of the Provider's website and other digital services, associated software, and other services provided by the Provider in accordance with these Terms of Use, together with the characteristics and features as described at dev-www.brighthr.com/nz from time to time The User understands and agrees that it cannot use a Service unless it is licensed by the Provider to use and has paid the applicable fee to use Bright software products.

4. “Delegated” Users are not a party to the agreement but are provided with access with the Users consent, such access can only be provided to enhance the performance of the Services and reasonable enjoyment of the User for the purpose of lawful, legitimate use of the software and the facilitation of the Services. The Provider can withdraw access to any Delegated Users at any time should the use of delegation not align with the purpose of the agreement.

5. The Provider may change the terms and conditions of this agreement, and its privacy policy, at any time. The Provider will make reasonable efforts to communicate any changes to the User via a notification in Bright software products, or by sending an email to the User, but it is up to the User to ensure that it regularly checks, reads, understands and agrees to the most recent version of this agreement, and the Provider's privacy policy, as it will be deemed to accept all changes if the User continues to access and use Bright software products.

2. Who this agreement is between;

This agreement is between:

1. "the User"- the person or organisation authorised to use Bright software products.

2. "the Provider"- Bright Pty Ltd, ACN 649 265 690, ABN 51649265690, and whose registered office is situated at Level 6, 180 Thomas Street, Haymarket NSW 2000

By entering into this agreement, both the User and the Provider agree to be bound by its terms.

3. How the User accepts this agreement, and when this agreement starts;

1. The User accepts the terms and conditions of this agreement when they log into the system.

2. This agreement will continue until terminated in accordance with clause 16 below.

3. If the User is not willing to accept these terms and conditions and therefore decides not to enter into this agreement, it should contact the Provider and is not permitted to use Bright software products or any of the Services.

Software Product

4. The User's rights to use Bright software products and its obligations;

1. If the User accepts this agreement and pays the relevant fees, then the Provider gives to the User the right to use Bright software products in the way described in this agreement, and in accordance with any service announcements, administrative messages, sales support literature, and other information from the Provider. The User must not use Bright software products in any other way.

2. The User shall only use Bright software products for internal business management Health and Safety and HR purposes, and shall input its own employee data information in order to assist it in managing that information. It is also authorised to allow its own employees, or Delegated user, to input their own information.

3. Bright software products enables the User to submit content which is then stored in a document library. Such content will, generally, comprise employee data information, and will include such matters as their forename, surname, start date and job title. The User retains ownership of any Intellectual Property Rights that it holds in that content. However, access to this information is dependent upon the User complying with these terms and conditions, and ensuring that the applicable fee has been paid in full. The Provider will use all reasonable endeavours to implement technical and appropriate security measures to protect the information from loss or damage.

4. The User cannot transfer its rights under this agreement to use Bright software products (or any of the Services) to any other person or organisation.

5. The User must comply with all applicable laws in respect of its use of Bright software products, and the User must also ensure that the content of any data, however inputted into Bright software products does not, and will not, result in any injury, damage or harm to the Provider or any third party (including, without limitation, defamation or breach of confidentiality). Such content must not contain anything which is unlawful, obscene, indecent or immoral or which promotes or condones any illegal or unlawful activities. It is also a condition of use that the User does not upload content (for example music or videos) for which it does not hold the copyright.

6. The User acknowledges that although the Provider forms part of a group of companies whose core business is the offering of professional HR and Health and Safety advice, Bright software products are not a substitute for seeking any employment law or health and safety advice.

7. The User may purchase or subscribe to third party complimentary products or software services that integrate or work with Bright software products ("Additional Services"). It is The User's responsibility to decide whether or not to access and use the Additional Services, and if the User chooses to do so, it must agree to the separate applicable terms and conditions presented to it by the Provider, or the third party, for those Additional Services. If the User utilises Additional Services, the User may permit access, via delegation, to individuals for the purpose of lawful, legitimate use of the Services and software. If there is a conflict between any of the terms of this agreement and the Additional Services terms, then the Additional Services terms will prevail in relation to the User's use of the Additional Services. The Provider is not responsible for any issue with any third-party technology, authorised technology information and/or services and will not be liable for those issues. The Provider may withdraw access to such third party technology,delgation, information or services via Bright software products at any time and without notifying the User.

5. (a) No longer in use

5. (b) Setting up a Bright software products account on the basis of a fixed term contract;

1. The Provider will give the User its sign-in details to enable it to use Bright software products (the "sign-in information") as soon as the User has registered with the Provider and has accepted these terms and conditions of use.

2. Following registration, the Provider will provide access to Bright software products until either the User or the Provider end this agreement either in one of the ways set out in clause 18 or by virtue of the operation of the terms of the contract signed by the Provider and the User or accepted by the User at the point of purchase. If at any time the Provider charges the User an incorrect fee, then the Provider reserves the right to rectify its invoice and claim the correct payment from the User which the User agrees to pay.

5.(c) Setting up a Bright software products account on the basis of a free Lite Product agreement:

1. The Provider will give the User its sign-in details to enable it to use Bright software products (the “sign-in information”) as soon as the User has registered with the Provider and has accepted these terms and conditions of use.

6. Use of Bright software products;

1. The User is solely responsible for obtaining and maintaining its internet and network connections and any associated connectivity problems are its own responsibility.

2. The Provider will take reasonable steps to make sure that Bright software products are free from viruses but it cannot guarantee this. The Provider recommends that the User operates with its own virus-protection software as the Provider cannot be held responsible for any loss or damage caused by any viruses or other harmful technology that may infect the User's computer systems, data or other material owned by it.

3. The Provider cannot guarantee that Bright software products will be compatible with the User's web browser or computer set-up or that the User's access to Bright software products will be uninterrupted or error free (as this may on occasions be beyond the Provider's control).

4. The User is responsible for controlling access to its own Bright software products account. The User should not allow anyone else to use its sign in information and the User should also change its password at regular intervals.

5. From time to time the Provider may temporarily suspend access to Bright software products for maintenance, repairs or other reasons. The Provider will try to do this outside normal business hours and provide the User with notice in advance but this might not always be possible.

7. Adding Services to the User's Bright software products Account;

1. To add Additional Services to Bright software products, the User must pay the applicable fee for each Additional Service in accordance with the terms and conditions of this agreement.

2. The User can add Services via its Bright software products customer account portal. If the User wishes to add Additional Services to its Bright software products account but experiences difficulty, then the User must contact The Provider and must forthwith cease the addition of such Additional Services until the Provider has successfully cured the difficulty. When adding an Additional Service to its Bright software products account, the applicable fee payable) will be amended to reflect such Additional Service(s). To discuss any Additional Services the User must contact The Provider via email, telephone or web chat.

Legal

8. (a) No longer in use

8. (b) Fees for those Users who pay on a fixed term contract;

1. Fees for using Bright software products are set out in the contract, signed when the User agreed to purchase the Services or accepted by the User at point of purchase.

2. All amounts payable under these terms and conditions are exclusive of GST unless stated otherwise. In respect of any taxable supply, the Customer must pay to the Provider an additional amount equal to the prevailing GST rate, payable at the same time and in the same manner as the fee payable.

3. All fees must be paid in full, without set off or counterclaim.

9. What happens if The User is in Default?

1. If, at any time, the User is in breach of any term of this agreement, or if the Provider does not receive payment from it for the use of Bright software products (including, without limitation, any of the Services it has subscribed to receive), then without prejudice to any other right or remedy which the Provider may have, the Provider is entitled to suspend or limit the User's use and any employees' self - service use of Bright software products (including all Services). The Provider may at its sole discretion offer the User a grace period during the defaulted payment period and has the right to suspend the service at the end of this period if payment has not been made. The Provider will notify the User of any payment related defaults.

2. Any suspension of the User's use of Bright software products shall continue until such time that the breach in question has been remedied to the Provider's reasonable satisfaction and/or the Provider have received payment from the User in full. Any failure by the User to remedy a breach of this agreement, or to pay any amount due to the Provider, shall (without prejudice to any other right or remedy which the Provider may have) entitle it to terminate this agreement in accordance with clause 16 below. The Provider will notify the User by email of any intention to terminate the agreement.

3. The User shall indemnify and hold harmless the Provider from and against all Claims and Losses arising from (a) a breach of any part of this Agreement which results in loss, damage, liability, injury to the Provider and/or its employees, consultants, or other representatives and third parties, (b) infringement of third party Intellectual Property Rights or third party losses by reason or arising out of the User's access and use of Bright software products outside of that expressly permitted by this Agreement, or (c) any information or other materials supplied to the Provider by the User within or outside the scope of this Agreement. "Claims" shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise) and "Losses" shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

10. Restrictions on The User's use of Bright software products;

1. The User must not introduce any viruses or harmful technology to Bright software products.

2. The User must not access any Bright software products and Services when they have not paid the applicable fee to do so. If the User engages in such unauthorised usage, the Provider is entitled to charge the User a fee at the appropriate rate of the Bright software products and/or Services in force at the time. If the User does not pay the additional charges, the Provider has the right to suspend all the User's services until the breach has been remedied to the Provider's reasonable satisfaction.

3. The User must not try to affect the availability of Bright software products to other registered users.

4. Except as expressly permitted in this agreement, the User must not give anyone else any right (of any kind) to use or benefit from Bright software products in any way, or provide Bright software products to others, unless others are entitled to use Bright software products within the User's business and are added to Bright software products as a user of the Service. The User can provide delegated access to group companies of the Provider. The User is responsible, without limitation, for the actions of the authorised users and will use all endeavours to ensure those with authorised access comply with the terms and conditions. The User will indemnify the Provider against any and all claims, or loss, arising from delegated access, with the exception of when it’s delegated to a Group employee.

5. The User must not use Bright software products to develop its own software. Specifically, the User must not use or copy all or any part of Bright software products 'graphical user interface', 'operating logic' or 'database structure' for it to be used as part of, or to develop, any software or other product or technology.

6. The User must not make any use of the Services which damages or is likely to damage the Provider's business or reputation, the availability or integrity of Bright software products, or which causes or threatens to cause the Provider to incur any legal, tax or regulatory liability.

11. Support;

1. The Provider aims to provide the User with 24-hour support 7 days a week through the self-help tools (although there may be times where the Provider is unable to do so for reasons outside its control). The Provider will also provide support by [email]and [telephone] during working hours Monday to Friday between the hours of 08:30 and 17:30 Sydney Time. In the event that the Provider is required to access the User's system to provide such support the User duly authorises such access.

2. The Provider reserves the right to change how it provides support to the User (and if any applicable charges will become payable) by posting a notification on Bright software products or emailing the User with details of the changes. The Provider will aim to give the User as much advance notice as possible of these changes.

3. The Provider will not at any time however, give the User technical support or other assistance for any hardware, third-party software or other equipment issue on which Bright software products have been installed.

12. Intellectual Property Rights;

1. Although the User has the right to use Bright software products as described in clause 4, the User, and any Delegated Users, will not own any of the Intellectual Property Rights in Bright software products. The Provider (or the third party from whom the Provider obtains the rights if the Provider is not the owner) will continue to own the Intellectual Property Rights in Bright software products, including any software the Provider provides to replace all or part of Bright software products. The only rights the User will have to Bright software products are as set out in this agreement.

2. The Provider (or its licensors) owns the rights to Bright software products and any related logos or images. By allowing the User to use Bright software products, the Provider does not give the User ownership of any of those rights, logos or images.

3. The User undertakes not to use the Providers name or brand in any promotion or marketing or announcement without its prior written consent.

13. Obligations on The Provider;

(a) Whilst the Provider aims to provide uninterrupted use of Bright software products, this cannot be guaranteed. The Provider will not be responsible for any failure to perform its obligations under this agreement, in the event that it is prevented from providing a continuous service due to circumstances beyond its control. Wherever possible, the Provider will provide an advance warning notification on Bright software products or by email of any known or planned interruptions and the Provider will use its best endeavours to keep any interruption to as short as possible.

(b) The Provider gives no warranties to the User in respect of the following matters:

1. That Bright software products will meet the User's own needs;

2. That the User will be able to use Bright software products in any particular way;

3. That the User will get particular outputs from Bright software products;

4. That the standard of the results the User derives from using Bright software products will meet a particular standard; or

5. that, where the User uses the Provider's technical support services, the Provider will be able to correct or remedy the User's particular problem

(c) The User cannot rely on any statement or representation made by any party prior to the registration of the User as a user of Bright software products.

(d) The Provider agrees that it will use its reasonable skill and care to provide the Services to the User under this agreement.

14. Providers Responsibilities;

(a) The Providers liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with this agreement will be limited to an amount equal to the total of all fees paid or payable by the User for its use of Bright software products in the 1-month period in which the claim arose.

(b) The Provider will not be responsible, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, and restitution or otherwise for any of the following (even if the Provider knew or should have known there was a possibility the User could suffer or incur such loss or damage):

1. Loss of profit;

2. Loss of business or revenue;

3. Depletion of goodwill or similar losses;

4. Loss of use or loss of or damage to data/information inputted by the User into Bright software products;

5. Any interruption to the User's business or damage to information, however that interruption or damage is caused;

6. Any loss or damage which the Provider could not have reasonably foreseen at the time the User entered into this agreement including, without limitation, any special, indirect or consequential loss or damage.

(c) Nothing in this agreement will exclude or limit the liability of either the User or the Provider in respect of:

1. Fraud

2. Death of or personal injury to any person as a result of negligence

3. Any other matter which cannot be excluded or limited under applicable law including the Austrailan Consumer Law.

15. Force Majeure;

Neither party shall be liable for any default arising due to act of God, war, any industrial action including strike and lockout, fire, flood, drought, tempest or other natural disaster, or any other event beyond either party's reasonable control.

16. Termination;

(a) Termination of an agreement based on a fixed term contract.

The termination provisions in the contract or terms accepted by the User at point of purchase are repeated and set out herein.

(b) Termination generally;

1. If either the User or the Provider discover that there has been a breach of the terms of this agreement by then it can:

   1. Require the party in breach by notice in writing to rectify it within 30 days of the date of service of such notice.
   2. If the breach is not rectified within that period to terminate this agreement by giving written notice that this agreement will terminate forthwith.

2. If either party shall;

   1. suffer an Insolvency Event or
   2. have a receiving order or administration order made against it or compound with its creditors, or
   3. being a corporation commences to be wound up (not being a member's voluntary winding up for the purposes of reconstruction or amalgamation), or
   4. carries on its business under an administrator or administrative receiver for the benefit of its creditors or any of them then the other party shall have the right forthwith by notice in writing to that party or to the administrator, administrative receiver or to the liquidator or to any person in whom this agreement shall have become vested to terminate this agreement, to terminate this agreement.

3. No matter how this agreement ends, the information the User stores in Bright software products remains the User's information and the User can access it in a format provided by Bright software products before the end of the agreement. After this agreement ends, the information the User may have stored in Bright software products will be retained for a period of 6 years.

(c) Termination of VaccTrakLite

The Provider shall have the right to terminate the agreement and the provision of VaccTrak Lite at any time, with immediate effect for whatever reason.

17. Miscellaneous;

1. If any provision of this Agreement is held illegal or unenforceable such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of this agreement remain legal and enforceable, the remainder of this agreement shall remain operative and binding on the Parties

   1. If the User or the Provider fails to, or delays in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
   2. This agreement and the documents the Provider refers to above (including the contract for those users who use Bright software products by virtue of that written contract) constitute is the entire agreement between the User and the Provider for use of Bright software products, and replaces all documents, information and other communications (whether spoken or written) between them for such use.
   3. This agreement is personal to the User and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by the User without the Provider's prior written consent. The Provider may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without the User's consent.
   4. A person who is not a party to this agreement has no right to enforce any term of it.
   5. Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.

18. Which laws govern this agreement?

1. If the User subscribes to Bright software products in Australia or New Zealand, then this agreement (and all non-contractual claims and disputes) is governed by the laws of New South Wales, Australia and the User and the Provider both agree that the courts of New South Wales, Australia shall be the only courts competent to decide disputes in relation to this agreement.

19. Privacy;

The User acknowledges and agrees that:

(a) In providing the Services, the Provider will be required to collect Personal Information from the User.

(b) In collecting such Personal Information, the Provider shall comply with the Privacy Laws and shall deal with such Personal Information in the manner set out in the relevant Privacy Policy.

(c ) In collecting such Personal Information, the Provider shall be operating only as the processor of personal data, rather than as the controller of the personal data of the User.

20. Definitions;

Australian Consumer Law means the law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Confidential Information means all information provided by one party to the other in connection with these terms and conditions where such information is identified as confidential at the time of its disclosure or ought reasonably be considered confidential based on its content, nature or the manner of its disclosure, but excluding information that enters the public domain or is disclosed to a party by a third party, other than through a breach of these terms and conditions.

Corporations Act means the Corporations Act 2001 (Cth). GST means the tax payable on taxable supplies under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means:

1. In relation to a natural person, that person becoming an insolvent under administration as that term is defined in the Corporations Act;

2. In relation to a body corporate, that body corporate being deregistered, suffering the appointment of a controller over any of its assets, suffering the appointment of a provisional liquidator, (except to reconstruct or amalgamate while solvent) or becoming a Chapter 5 body corporate as that term is defined in the Corporations Act; or

3. anything analogous or having a substantially similar effect to the events specified in the paragraphs above occurs in relation to a party.

Property Rights means any and all, current and future, intellectual and industrial, property rights and interests, including any:

1. patents, trademarks, service marks, rights in designs, trade names, copyrights, topography rights, utility models, eligible layout rights, inventions, discoveries, trade secrets, Confidential Information, know-how, software and improvements, and any applications, or rights to apply, for registration of any of them;

2. rights under licenses and consents in relation to any of them; and

3. other forms of protection of a similar nature or having equivalent or similar effect to any of them, in Australia and in the world, whether registered or unregistered, for the duration of the rights and interests.

Personal Information has the meaning as defined in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Laws means any Laws relating to privacy or requiring secrecy or confidentiality in dealing with information, including:

1. any laws relating to the protection of Personal Information; and

2. the Privacy Act and the Australian Privacy Principles established under the Privacy Act.

21. Disclaimer;

1. VaccTrak Lite is an online tool designed to assist employers facilitate the safe return of their employees to the workplace. It records the vaccination status of employees based on the information they provide to their employer. It does not however warrant or validate whether an employee has been vaccinated, given that it is reliant upon the truthfulness of the employee when submitting evidence of their vaccination to their employer.

2. Bright Exchange is a platform available to customers in order to advertise their services, offer a discount or benefits to other BrightHR users. The content of an advert remains the responsibility of the customer and must be compliant with any relevant legislation. BrightHR will not assess compliance or approve any advert that is not compliant with relevant legislation, is damaging to other BrightHR customers or could cause offence.