This User Agreement (Agreement) is a legally binding agreement and governs the licensing and use of the HRconnect Rostering software from The Code House Company Limited (We, Us or Our). By clicking “I agree” or by using or installing the Software, You (You or Your) acknowledge and agree that You have read and understood the Agreement and agree to be bound by its terms and that if You are using the Software on behalf of an entity other than Yourself, You have the power and authority to bind that entity and consent to this Agreement.
The following terms apply to this Agreement:
We grant You a non-exclusive, non-transferable, limited licence to use the Software from Our Website for the Term specified in the Order. You may only use the Software for the number of Users specified in the Order. This license does not allow You to use the Software to operate a service bureau, SaaS, hosting service or other similar service. Neither this Agreement nor the Software may be sold, leased, assigned, sublicensed or transferred by You, in whole or in part.
You may only use the Software for Your internal business purposes and You may not modify, alter or adapt the Software or merge all or part of it with any other Software without Our prior written consent. You may not reverse engineer, reverse compile, decompile the Software or create derivative works, reproductions or adaptions of the Software or access or discover its source code or any trade secret related to the Software. You may not remove or obscure any notice relating to Our Intellectual Property Rights. You may not use the Software or the Website other than for its intended purpose and You must immediately notify us if You become aware of any unauthorised use of the Software. You acknowledge that We may incorporate technical features into the Software to enforce this Agreement.
You acknowledge that we may audit the number of Users that You have for the Software. You agree to pay for Your excess usage of the Software.
You agree to pay the First Term Subscription Fee as specified in the Order. You must pay a Renewal Term Subscription Fee to use the Software for a Renewal Term. We may increase the Fees at any time to reflect changes in Our standard rates and charges. The Fees that you pay to us are exclusive of taxes, levies and duties imposed by taxing authorities and You are liable for such taxes, levies and duties including the Hong Kong goods and services tax (GST).
We and You agree not to disclose, duplicate or otherwise reproduce, directly or indirectly, each other’s Confidential Information in whole or in part. We and You further agree to use each other’s Confidential Information solely for the purposes of exercising each other’s rights stated under this Agreement or other rights that are clearly contemplated by this Agreement.
The Software and the Website are provided “as is” without warranties of any kind, either express or implied. We do not warrant that the Software or the Website will operate uninterrupted or error free or that any materials made available to You are accurate, complete, reliable, current or error free. We disclaim all warranties, express, statutory, and implied, including, but not limited to, the implied warranties of accuracy, quiet enjoyment, non-infringement, merchantability and fitness for a particular purpose.
You agree that We own Our Intellectual Property Rights in the Software, including improvements, modifications or enhancements to the Software and that You obtain no right or interest in the Software or any part of the Software. You agree that We may use Our Intellectual Property Rights to further develop, improve and promote the Software.
If We are held by a court of competent jurisdiction to have infringed a third party’s copyright in a country where You are authorised to use the Software, then we may at Our own expense: (a) modify the Software so that it becomes non-infringing; (b) obtain for You a license to continue to use the Software; or if (a) or (b) cannot be accomplished on terms reasonable to Us, remove any infringing work from You and refund to You the last payment made for a First Term Subscription Fee or Renewal Term Subscription Fee. We are not liable under this indemnity if the infringement results directly or indirectly from: (i) Your use of the Software other than in accordance with the documentation or in a manner that is in breach of the Agreement: (ii) unauthorised copying, modification, adaptation or translation of the Software; or (iii) use or operation of the Software in combination with equipment, software, materials or services not authorised by Us and You indemnity Us for all losses, costs, expenses and demands that arise from the foregoing. This clause 9 states Our exclusive liability with respect to any claim of intellectual property infringement or other misappropriation and is in lieu of all other remedies, liabilities and obligations.
We are not responsible for and We specifically disclaim all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by You or any third party that may be attributable, directly or indirectly, to the Software or to Your use of the Website. We are not liable for any loss or damage that may arise in connection with Your use of the Software or the Website and in no event are We liable for indirect, special, incidental or consequential damages or loss of profit or revenue, loss of anticipated savings, loss of chance, loss of opportunity and loss of reputation even if We have been notified of the possibility of such damage and notwithstanding any failure of essential purpose of any limited remedy of any kind.
Under the Hong Kong Consumer Law included in the Competition and Consumer Act 2010 (Cth) (ACL), consumers have certain rights that cannot be excluded, including guarantees as to the fitness for purpose of goods or services. Nothing in this Agreement will be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the ACL) and which by law cannot be excluded, restricted or modified. This Agreement must be read subject to these statutory provisions. Subject to any consumer rights under the ACL and to the extent permitted by law, We limit Our liability in respect of any claim under those provisions, at Our option, to re-supplying the Software or services again; or paying the cost of having the services supplied again.
We may terminate this Agreement immediately by notice to You if You breach a provision of this Agreement and fail to remedy the breach within 14 days. We may terminate this Agreement on 7 days’ written notice for any reason whatsoever. Either party may terminate this Agreement if the other party becomes or threatens to become subject to any form of bankruptcy or insolvency administration. Upon termination, You are no longer permitted to use the Software and You must immediately cease to us it and delete or destroy all copies of the Software in Your possession. Termination of this Agreement does not prejudice any rights or any claim that either party may have accrued against the other party up to the date of termination.
This Agreement and Your use of the Website are governed by the laws of New South Wales and You and We submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appears from those courts. This Agreement contains the entire agreement and understanding between You and Us about the Software and all prior agreements and representations made between You and Us are superseded by this Agreement.
You represent and warrant that the Software will not be downloaded or used in, or transported to, a country that is subject to an Hong Kong government embargo, or has been designated by the Hong Kong Government as a "terrorist-supporting" country. You must not export or re-export, or permit exportation or re-exportation of the Software in violation of any export provisions of Australia or any other applicable law.