Klose Recruit Terms & Conditions

These Terms & Conditions ("Terms") govern your access to and use of the Klose Recruit recruitment software and related services ("the Platform"), provided by Klose Recruit Pty Ltd (ABN 69 701 342 172, ACN 701 342 172) ("Klose", "we", "us"). By signing a Klose Recruit proposal or contract (your "Order"), creating an account, or using the Platform, you ("the Client", "you") agree to these Terms.

1.Definitions

• Order: your signed Klose Recruit proposal or contract, which sets out your plan, billing option, number of Users, rate and onboarding.
• Platform: the Klose Recruit software, including the pipeline, candidate and job search, AI features, forecasting, reporting and any related tools we make available.
• User or Seat: a named individual you authorise to access the Platform. Each User is one paid Seat and logins must not be shared.
• Client Data: the candidate, client, job, contact and other data you or your Users enter, upload or generate in the Platform.
• Subscription Term: the period of your subscription, starting on the start date in your Order. Annual plans have a minimum term of 12 months. Monthly plans have no minimum term and run in 30 day billing periods from the date you sign your Order. Both continue as set out in clause 5.
• Fees: the subscription and any onboarding or other charges set out in your Order.

2.The Platform and your right to use it

For the Subscription Term, and while your account is in good standing, we grant you a limited right to access and use the Platform for your internal business use, for the number of Users you have paid for. This right is not exclusive and cannot be transferred or sub licensed. You may not resell, rent or make the Platform available to any third party.

3.Accounts and Users

• You are responsible for the accuracy of the account information you provide and for keeping login credentials secure.
• You are responsible for everything done under your account and by your Users, and for ensuring your Users comply with these Terms.
• Each Seat is for one named person. Sharing a single login between people is not permitted.
• You must tell us promptly if you believe an account has been compromised.

4.Fees and billing

• Per user pricing. Fees are charged per User at the rate in your Order. Pricing starts from A$75 per User per month for annual billing paid upfront, and from A$89 per User per month for monthly billing. Your final rate is the rate set out in your Order.
• Annual plans. Fees for the full 12 months are invoiced upfront in one invoice, payable on acceptance of your Order. Each renewal year is invoiced upfront in one invoice.
• Monthly plans. Fees are charged a full 30 day billing period at a time, in advance, by direct debit. The first payment is taken on the date you sign your Order (your signing date) and then every 30 days after that. There is no pro rata charge for a part period.
• Direct debit. Monthly plans are paid by BECS direct debit through our payment provider Stripe. By setting up the direct debit you authorise us, through Stripe, to debit your nominated bank account every 30 days from your signing date under a Direct Debit Request and the Stripe BECS Direct Debit Service Agreement (stripe.com/au/legal/becs).
• Adding users. Users you add are charged at the per user rate in your Order. On annual plans, users added during a 12 month period are invoiced pro rata for the rest of that period. On monthly plans, users added during a billing period are added to your next 30 day direct debit.
• Reducing users. You may reduce Users at renewal on annual plans. On monthly plans, a reduction takes effect from your next 30 day direct debit. Reductions do not create a refund or credit for the current billing period or reduce any minimum term commitment.
• GST and taxes. Klose Recruit is not registered for GST, so no GST is charged on the Fees. You must pay any other taxes that apply to you.
• Late or failed payment. If a payment fails or is overdue, we will give you at least 7 days written notice before we suspend access, and we will restore access once the payment is made. You remain responsible for Fees during any suspension for non payment.
• Price changes. Your rate will not change during a committed term. On annual plans, we may change your rate for a renewal year by giving you at least 90 days written notice before your current 12 month period ends. If you do not accept the new rate, you may cancel by written notice before that period ends, and your plan will end at the end of it without the 90 day notice period in clause 5. On monthly plans, we may change your rate by giving you at least 30 days written notice. If you do not accept the new rate, you may cancel by written notice before it applies, and your plan will end on the day before the new rate starts.

5.Subscription term, renewal and cancellation

• Annual plans. An annual plan runs for a minimum Subscription Term of 12 months from the start date in your Order. After that it continues on a rolling basis until either party gives at least 90 days written notice.
• Notice to cancel an annual plan may be given at any time. If given during the minimum Subscription Term, cancellation takes effect at the end of that minimum term, or 90 days after the notice is given if that is later. If given afterwards, cancellation takes effect 90 days after the notice is given.
• Renewal reminder. We will email you a reminder at least 30 days before the last day you can give notice to stop your annual plan continuing after the minimum Subscription Term or a renewal year. The reminder will state the renewal date, the renewal price and how to cancel.
• Refund of prepaid renewal fees. If your annual plan ends part way through a renewal year you have paid upfront, we will refund the Fees for any whole months after it ends.
• Early cancellation. If you cancel an annual plan, or we end it for your breach, before the end of the minimum Subscription Term, the Fees for the rest of that minimum term may become payable. This does not apply if you end the agreement because of our breach, a price change under clause 4 or a change to these Terms under clause 19.
• Monthly plans. A monthly plan has no minimum term and continues in 30 day billing periods until cancelled. Either you or we may cancel a monthly plan by giving at least 30 days written notice. Cancellation takes effect at the end of the 30 day billing period in which the notice period ends. There is no refund for the current billing period.

6.Onboarding and data migration

Onboarding follows the option in your Order. Data migration is free on annual plans. On monthly plans, done for you data migration is from A$2,000, as quoted in your proposal. You can also choose to self import at no setup fee. Typical go live is about two weeks and depends on the quality and timeliness of the data you provide. You are responsible for the accuracy and completeness of any data you supply for import.

7.Your data and how we use it

• You own your Client Data. As between you and us, you own all Client Data you enter into the Platform.
• Licence to us. You grant us the rights needed to host, store, process, display and back up your Client Data so we can provide and support the Platform, including through our hosting and service providers.
• Your responsibility. You are responsible for having the right to use the Client Data you enter, and for obtaining any consents required from candidates and other individuals.
• Export and deletion. You can export your Client Data during your subscription and for 30 days after it ends. After that we may delete it in the ordinary course, subject to any records we must keep by law.

8.Privacy

We handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. In providing the Platform we process personal information contained in your Client Data on your behalf, only to provide and support the Platform and on your instructions. You are responsible for meeting your own privacy obligations to the candidates and individuals whose information you enter. The Platform is hosted by Base44 on its cloud infrastructure. We use service providers (subprocessors) to run the Platform, including Base44, our AI model providers and our email providers, and some are located outside Australia. A current list is available on request by emailing simone@kloserecruit.com.au, and we will give you at least 30 days notice before adding a new subprocessor that will process Client Data. Our Privacy Policy explains how we handle personal information.

Where the General Data Protection Regulation (EU) 2016/679 (GDPR) applies to personal data you provide us, for example because you or the candidates in your Client Data are located in the EU or UK, we process that data in line with GDPR requirements, including recognised safeguards for any transfer of data outside the EU or UK. If you need a data processing agreement or further detail on our GDPR arrangements, contact us using the details in clause 23.

9.Security and data breaches

We use reasonable technical and organisational measures designed to protect the Platform and your Client Data. No system is completely secure, and we cannot guarantee absolute security.

If we become aware of an eligible data breach, or any unauthorised access to, disclosure of or loss of your Client Data, we will notify you without undue delay and in any case within 72 hours. We will give you the information and help you reasonably need to contain and assess it and to meet your obligations under the Notifiable Data Breaches scheme in Part IIIC of the Privacy Act 1988 (Cth).

10.Acceptable use

• Do not use the Platform unlawfully, or to store or send unlawful, infringing or harmful content.
• Do not copy, modify, reverse engineer or attempt to extract the source code of the Platform, except to the extent the law does not allow this to be restricted.
• Do not attempt to gain unauthorised access to, disrupt, or place unreasonable load on the Platform.
• When using search and sourcing features, comply with the terms of the underlying sources (for example job boards and professional networks).

11.AI features and third party services

The Platform includes AI assisted features such as tagging, candidate and job search, drafting and summaries. AI output is intended to assist you and can be inaccurate or incomplete, so you should review it before relying on it or sending it to a candidate or client. The Platform may also connect to third party services (for example job boards, enrichment and email providers). Those services are provided by others and may be subject to their own terms, and we are not responsible for their availability or content. Kip and other AI features may be offered in tiers, so the AI features available to you depend on the plan set out in your Order.

12.Availability, support and maintenance

We provide the Platform on a reasonable endeavours basis and aim to keep it available and performing well, but we do not guarantee it will be uninterrupted or error free. We may carry out maintenance and updates, and will try to schedule significant planned maintenance to limit disruption. Support is available by email at support@kloserecruit.com.au during Australian business hours (AEST).

13.Intellectual property

We own all intellectual property rights in the Platform, including its software, design, and branding. Nothing in these Terms transfers any of those rights to you. If you give us feedback or suggestions, you allow us to use them to improve the Platform without any obligation to you.

14.Confidentiality

Each party may receive confidential information of the other. Each party will keep the other's confidential information confidential and use it only to perform this agreement, except where disclosure is required by law.

15.Warranties and consumer rights

To the extent permitted by law, the Platform is provided on an "as is" and "as available" basis and we exclude other warranties. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law that cannot lawfully be excluded. Where our liability can be limited under that law, our liability is limited to resupplying the service or paying the cost of having it resupplied.

16.Limitation of liability

To the extent permitted by law, neither party is liable for indirect or consequential loss, or for loss of profit, revenue or goodwill.

To the extent permitted by law, each party's total liability arising out of or in connection with this agreement is limited to the Fees paid by you under this agreement in the 12 months before the event giving rise to the liability.

These limits do not apply to:

• a party's breach of clause 14 (Confidentiality);
• claims under the data breach cap below, which are limited as set out in that paragraph;
• infringement of the other party's intellectual property rights, or claims under clause 17;
• fraud or wilful misconduct;
• your obligation to pay Fees; or
• any liability that cannot be limited by law.

Data breach cap. Each party's total liability for all claims arising from its breach of its privacy, security or data breach obligations under this agreement, including a data breach it causes, is limited to 3 times the Fees paid or payable by you under this agreement in the 12 months before the event giving rise to the first claim. This cap applies instead of the general limit above for those claims. It does not limit liability for fraud or wilful misconduct, or any liability that cannot be limited by law. For claims under this cap, the exclusion of indirect or consequential loss does not apply to the reasonable costs of investigating a data breach, notifying affected individuals and regulators, and restoring Client Data.

17.Indemnities

• You indemnify us against third party claims to the extent caused by Client Data you did not have the right to use, or by your breach of privacy or spam law.
• We indemnify you against third party claims that your use of the Platform, as allowed under these Terms, infringes that third party's intellectual property rights.
• Each indemnity is reduced to the extent the party claiming it caused or contributed to the loss.

18.Suspension and termination

• Non payment. We may suspend access for non payment only after giving you at least 7 days written notice, as set out in clause 4.
• Security and breach. We may suspend or limit access if needed to deal with a serious security risk, or if you materially breach these Terms and do not fix the breach within a reasonable time after notice.
• Termination for cause. Either party may terminate this agreement by written notice if the other party materially breaches it and does not fix the breach within 14 days of written notice, or if the other party becomes insolvent.
• Refunds. If you terminate because of our breach, we will refund any Fees you have prepaid for the period after termination.
• Effect. On termination, your right to use the Platform ends and the data export and deletion terms in clause 7 apply.

19.Changes to the Platform and these Terms

• We may improve or change the Platform from time to time. We will not materially reduce the core features of your plan during a committed term.
• We may update these Terms by giving you at least 30 days written notice by email. The updated Terms will be posted with a new "last updated" date.
• If you do not accept a change, you may end this agreement by written notice before the change takes effect, with no early cancellation fee, and we will refund, pro rata, any Fees you have prepaid for the period after it ends.
• A change to these Terms does not alter your Order during a committed term unless you agree in writing.

20.Force majeure

Neither party is liable for a failure or delay caused by events beyond its reasonable control, including outages of third party infrastructure, provided it takes reasonable steps to reduce the impact.

21.Governing law and disputes

These Terms are governed by the laws of Queensland, Australia, and each party submits to the courts of that State. Before starting proceedings, the parties will first try in good faith to resolve any dispute by discussion.

22.General

• You may not assign this agreement without our consent, which we will not unreasonably withhold. We may assign it as part of a sale or reorganisation of our business and will tell you if we do.
• Notices may be given by email. Notices to us go to support@kloserecruit.com.au. Notices to you go to the contact email in your Order or the account.
• Your Order may be signed electronically (including through Google eSignature) and in counterparts. An electronic signature is as binding as a handwritten one.
• These Terms and your Order are the entire agreement between us on their subject matter.
• If any part of these Terms is unenforceable, the rest continues to apply.
• A failure to enforce a term is not a waiver of it. Nothing in these Terms creates a partnership or employment relationship.

23.Contact

Questions about these Terms can be sent to info@kloserecruit.com.au. Support and notices: support@kloserecruit.com.au.