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 of Brisbane, Australia ("Klose", "we", "us"). By signing a Klose Recruit Service Agreement, creating an account, or using the Platform, you ("the Client", "you") agree to these Terms.

1.Definitions

• 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 committed term you select in your Service Agreement (6, 12, 24 or 36 months).
• Fees — the subscription and any onboarding or other charges set out in your Service Agreement.

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 per month at the rate in your Service Agreement (A$82 per user per month, reducing to A$80 per user on 24 month terms and A$78 per user on 36 month terms), plus GST.
• Invoicing. The first invoice is payable on acceptance of your Service Agreement. After that, Fees are direct debited on the 1st of each month.
• Adding users. If you add Users during your Subscription Term, they are charged at the same per user rate you signed up at and added to your monthly bill from the date they are added.
• Reducing users. You may reduce Users at renewal. Reductions do not create a refund for the current billing month or reduce any minimum term commitment.
• GST and taxes. All Fees are exclusive of GST and any other applicable taxes, which you must pay.
• Late or failed payment. If a payment fails or is overdue, we may suspend access until it is resolved. You remain responsible for Fees during any suspension for non payment.
• Price changes. We may change pricing for a renewal term by giving you at least 30 days notice before your current term ends. Your rate will not change during a committed term.

5.Subscription term, renewal and cancellation

• Your subscription runs for the Subscription Term you select.
• After the Subscription Term it continues on a month to month basis until cancelled by either party with at least 30 days written notice.
• If you cancel or we terminate for your breach before the end of a committed term, the Fees for the remainder of that term may become payable.

6.Onboarding and data migration

Onboarding follows the option in your Service Agreement: a done for you data migration for a one off fee of A$2,500 plus GST, or 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. You are responsible for meeting your own privacy obligations to the candidates and individuals whose information you enter. Some processing (for example hosting, AI features and enrichment) may involve trusted service providers, which may include providers located outside Australia.

9.Security

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 a data breach affecting your Client Data, we will act reasonably and in line with our legal obligations.

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.

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 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, data or goodwill. To the extent permitted by law, our total liability arising out of or in connection with the Platform is limited to the Fees you paid us in the three months before the event giving rise to the liability. Nothing in this clause limits liability that cannot be limited by law.

17.Indemnity

You indemnify us against claims, loss or damage arising from your Client Data, your use of the Platform in breach of these Terms, or your breach of any law, including privacy laws, in connection with the data you enter.

18.Suspension and termination

We may suspend or limit access if you do not pay, if there is a security risk, or if you materially breach these Terms and do not fix the breach within a reasonable time. Either party may terminate for a material breach that is not remedied. 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 may also update these Terms, and will post the updated version with a new "last updated" date. If a change is material, we will take reasonable steps to notify you. Continuing to use the Platform after a change takes effect means you accept the updated Terms.

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. We may assign it as part of a sale or reorganisation of our business.
• Notices may be given by email to the contact addresses each party uses for the account.
• These Terms and your Service Agreement 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@kloserecruitment.com.