These terms and conditions are current as of 12th March 2021.
This page describes the legal rights and obligations that apply to your use of the Worknice website at worknice.com (“Worknice Website“)), mobile applications, services, content, subscriptions, accounts, benefits and offers as available through or as described on the Worknice Website or agreed between us from time to time (“Worknice Platform“).
The terms on this page (“Terms of Service”) together with the terms referred to in clause 1 below are referred to as “Terms“. Please read these Terms carefully as they will apply if you use the Worknice Platform.
1. Other Terms: Other terms or policies may also apply to specific services, content or benefits offered through the Worknice Platform. These include:
- Our privacy policy, which describes how we collect, hold and use personal information and use cookies.
- Terms agreed in writing between us, including in a service order form (“Order”).
A copy of Worknice Terms and policies can be found on our website.
2. Priority of Terms: If there is any inconsistency between the terms that apply to specific services available through the Worknice Platform (including those referred to above in clause 1) and these Terms of Service, the terms in the service specific terms will take priority in relation to those specific services.
3. Updated Terms: We are always improving the Worknice Platform. We may amend or add to these Terms from time to time by posting our updated Terms to the Worknice Website. If you have an account with us (“Worknice Account“) we may also notify you of any changes through your account or by email. Please check the Worknice Website from time to time for changes.
4. Adverse Changes: If we have notified you, or you otherwise become aware of, a change in the Terms that adversely affects your use of the Worknice Platform and you do not agree with the change, please notify us by emailing support@worknice.com within 30 days of receiving notice of, or otherwise becoming aware of, the amended Terms. We may, at our discretion, notify you that we agree to allow you to continue to use some or all the Worknice Platform in accordance with the previously agreed Terms for the period of time set out in that notice. If we do not notify you that we agree to your continuing to use the Worknice Platform on the previously agreed Terms within 14 days of your notification, you may terminate your account with us and stop using the Worknice Platform within 30 days of the date you first notified us. If you continue to use the Worknice Platform you agree to the amended Terms.
5. Reseller Orders: If you purchase a subscription to the Worknice Platform through a Worknice Platform reseller, you must comply with these Terms as well as any terms imposed on you by the reseller. Resellers are not authorised to make promises on Worknice’s behalf and, to the extent permitted by law, we are not bound by any obligations to you other than those specified in these Terms.
Who do these Terms apply to?
6. Customers: “Customers” are companies or individuals that use or purchase services or subscriptions from the Worknice Platform for business purposes. Customers may include employers, business owners and companies engaging contractors. Customers are responsible for paying any fees that apply to use of the Worknice Platform, unless a fee is stated as being payable by individual Users (defined below). If you are agreeing to these Terms on behalf of your company then “Customer” or “you” means your company, and you are binding your company to these Terms.
7. Users: A “User” is an individual who accesses the Worknice Platform whether on behalf of a Customer or on their own behalf and includes Customer’s employees, visitors to the Worknice Website, employers, administrators, employees or former employees who continue to access the Worknice Platform after leaving the employer that provided them with a Worknice Account and third party contractors working for Customers. If you are a User, then “User” or “you” means you, you must accept these Terms and all Terms apply to you except those that state that they apply to Customers.
8. Worknice: By using the Worknice Platform or agreeing to an Order you are entering into an agreement with Worknice Pty Ltd (ABN 30 641 580 672) referred to as “Worknice”, “we” or “us” in these Terms.
Worknice Accounts
9. Accessing the Worknice Platform: You may need to create a Worknice Account with us to access some of the subscriptions, services, content, benefits or offers available from the Worknice Platform. Customers who have created a Worknice Account may grant Users permission to create their own accounts using the Worknice Platform functionality.
10. User Accounts: If you are a User who has been granted access to a Worknice Account you must comply with these Terms.
11. Protect your login information: You must keep your user name and password secure and not let anyone access your Worknice Account. If you have activated biometric authentication (for example finger print or facial recognition or voice recognition) on a device, you are responsible for safeguarding your biometric identifier. You must notify us of any actual or suspected unauthorised use of your Worknice Account or if you suspect someone has access to your login credentials (including your biometric identifier). You are responsible for all actions and losses arising from use of your Worknice Account as a result of your failure to keep your information secure and confidential.
12. Responsibility of Customers: Customers are responsible for all actions and losses arising from the Customer’s Worknice Account and any Worknice Accounts it has granted to Users.
Worknice Platform
13. Right to use Worknice Platform: We grant you the right to use the Worknice Platform for internal business purposes only based on the subscriptions and services that have been purchased or signed up for, your role and the access level that you have been granted.
14. Ownership of Worknice Platform: We own all rights in everything on the Worknice Platform except content that is owned by others such as content and information you provide when using the Worknice Platform. This includes copyright, trade marks, the design, compilation and look and feel of the Worknice Platform and all other intellectual property. You must not copy, distribute, modify or make copies of the Worknice Platform or any content on the Worknice Platform or use any of our intellectual property rights except as permitted by these Terms or expressly permitted by us in writing.
15. Worknice Templates: From time to time we may make available templates of documents including standard employment agreements, workplace policies, performance and coaching reviews and surveys (“Worknice Templates”). You may copy, distribute or modify Worknice Templates for your internal business purposes only.
16. Pre-release or beta versions: We may make pre-release or beta versions of products or services available to you. These products and services may be still under development and may be inoperable or incomplete and contain more errors and bugs than our generally available services or products. Because of the nature of these services, you use them at your own risk.
17. Third Party Services: Some of the services available through the Worknice Platform are provided by other companies (“Third Party Services“) and you must agree to any additional terms or fees that may apply to those services. Use of Third Party Services are subject to the terms and privacy policies set by the Third Party Service provider. You should make sure you understand the terms and how the Third Party Service provider may use your data and personal information before using the Third Party Services.
18. Restrictions: Below is a list of things you must not do:
- use the Worknice Platform in a way that impairs its functionality, compromises the security or integrity of our systems or networks or interferes with other people’s use of the Worknice Platform;
- decompile, reverse engineer disassemble rent or sublicence anything on the Worknice Platform;
- access any system or account without our permission; or
- use the Worknice Platform for any illegal or fraudulent purpose or upload anything that may be offensive, discriminatory, defamatory, abusive or infringes the rights of others including intellectual property rights and privacy rights.
19. Intellectual Property Indemnity: We will defend you, at our own cost against any claims made by a third party that the Worknice Platform (including content) used by you in accordance with these Terms infringes that third party’s intellectual property rights (“Infringement Claim“). You must notify us promptly of any such Infringement Claims, give us sole control over the defense and settlement of the Infringement Claim, and provide reasonable help in defending the Infringement Claim. Subject to the foregoing, we will indemnify you for i) the amount paid by you to the third party based on a settlement (agreed by us) or final court judgment, and ii) reasonable legal and other out-of-pocket expenses that you incur in giving the help to us referred to above.
20. Remedies: If we reasonably believe that an Infringement Claim under clause 20 may bar your use of the Worknice Platform, we will either obtain the right to keep using the Worknice Platform, or modify or replace the Worknice Platform with a functional equivalent. If either of these options would cause unreasonable costs to us, we may terminate your right to use the infringing Worknice Platform content or service and we will reimburse the corresponding proportion of prepaid subscription fees for the terminated Worknice Platform content or service on a pro-rata basis.
21. Limitations: We are not liable if the Infringement Claim results from i) use of the Worknice Platform in violation of these Terms or against our written instructions, ii) alteration of the Worknice Platform service or content by you or the Customer not authorised by us, iii) our compliance with your or the Customer’s express written instructions, iv) use of the Worknice Platform in combination with any product or service not provided by us if the Worknice Platform would not infringe without such combination.
22. Exclusive Remedy: Clauses 19 to 21 state your sole and exclusive rights and remedy with respect to Infringement Claims.
Additional Services
23. Additional Services: We may offer certain additional services related to the Worknice Platform such as implementation services, data cleansing services, advisory services, development of template documents or employee services (“Additional Services“). These Additional Services will be specified in more detail in an Order, a statement of work or on the Worknice Website. Additional fees and terms in addition to these Terms may apply to our Additional Services.
24. Schedules: We will use reasonable efforts to meet any specific time schedules mutually agreed by the parties in writing for any Additional Services.
Subscriptions, Fees and Payment
25. Fees: Pricing for our Subscriptions (defined in clause 26 below) and other services and content offered through the Worknice Platform are as set out on the Worknice Website unless otherwise agreed with you in writing.
26. Subscriptions: Services and content on the Worknice Platform may be offered on a paid subscription basis to Customers (“Subscriptions“). Customer’s Subscriptions will automatically renew at the end of each Subscription period. Customers can cancel Subscriptions through their Worknice Account, in which case the Subscription will end at the end of the then current Subscription period. If a Customer has agreed to a minimum term with us, then the Customer cannot terminate the Subscription for convenience before the end of that minimum term.
27. No-charge Services: We may offer services at no charge such as fee-free basic accounts, free trials or access to beta versions (“No-charge Services“). Your use of No-charge Services may be subject to additional terms that we specify and may be available only for a limited time period. We may change, suspend or terminate your right to use No-charge Services at any time at our sole discretion.
28. Trial Periods: If a Customer has signed up for fee-free trial period for any of our Subscriptions, the Subscription will automatically renew at the end of the trial period and the Customer will be charged the applicable Subscription fee, unless the Subscription is terminated prior to the end of the fee-free trial period.
29. User Fees: Users may have the option to purchase goods and services through the Worknice Platform. Prices for such goods and services will be displayed at the point of purchase and Users are responsible for any payments.
30. Payment Methods: You may be required as part of the registration process or prior to accessing parts of the Worknice Platform to provide a valid payment method or other payment information (such as payment card details). If you provide such payment information you authorise Worknice to process payments using that payment method for Subscriptions or services purchased from us. Please ensure that any payment information you provide to us remains up to date. If you miss a payment, we may suspend your access to paid Subscriptions and the Worknice Platform or suspend the provision of services until the payment is made.
31. Invoicing and Payment of Subscriptions: Your annual billing cycle starts on your subscription start date. Your subscription quantity is based on the size of your workforce. When someone joins we prorate the charge from when they start to the end of the billing period. When someone you’ve already paid for is terminated, we add a prorated credit to your account for the unused time. Credits are automatically applied to the next bill. All subscriptions are subject to a minimum of $4,000 per annum. We accept all major credit cards (Visa, MasterCard, American Express) and annual invoices if requested (Minimum order value via invoice $10,000).
32. Taxes: All fees are exclusive of Goods and Service Taxes, Value Added Taxes, Sales Taxes and any other applicable taxes and duties, unless expressly stated otherwise. You are responsible for paying us the amount of any such taxes or duties that apply.
33. Downgrades: In the event that you wish to downgrade your current subscription (either the plan or number of users) and the cumulative reduction amount for the subscription period exceeds 10% of the total subscription value, the change shall require mutual agreement between both parties.
34. Changes to Fees: We may change the pricing of our Subscriptions and services by providing 30 days written notice to you. Price changes for Subscriptions will take effect at the start of the next Subscription period following the date of the price change. If you continue to use the Worknice Platform after the price change takes effect, you accept the new price.
Data Use, Privacy and Confidential Information
35. Your Data: The Customer or the relevant User owns the data, information and content entered or uploaded to the Worknice Platform by Users or Customers (“Your Data“). You grant us a licence to use Your Data for the purpose of providing services under these Terms, to enable you to use the Worknice Platform, to allow us to improve the Worknice Platform, to carry data analytics using deidentified aggregated data, to communicate with about the Worknice Platform and our services and to send information we think may be of interest to you.
36. Use of Personal Data: We take your privacy and data protection seriously and we will comply with applicable data protection and privacy laws. In addition to these Terms, our Privacy Policy sets out in detail how we deal with personal data that you enter or upload to the Worknice Platform or otherwise provide to us. By agreeing to these Terms you consent to our use of Your Data as described in our Privacy Policy.
37. Other People’s Information: If you enter or upload another person’s personal information, confidential information or intellectual property to the Worknice Platform (including information about your employees), you must ensure that you have the rights as an employer or you made any required notifications and gained necessary consents to allow us to store and use that personal information, confidential information and intellectual property as required to provide the Worknice Platform services and as permitted by these Terms. You indemnify us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability that arise out of your failure to comply with this clause.
38. Removal and Suspension: We have no obligation to monitor Your Data uploaded to the Worknice Platform. However we have the right to (but we are not obliged to) remove Your Data or suspend or terminate your access to the Worknice Platform if we consider that Your Data contravenes these Terms or any law or in response to a take-down request or allegation that Your Data breaches any persons intellectual property or other rights. We are not liable for any losses you may incur if we take any actions permitted by these Terms.
39. Our Confidential Information: While using the Worknice Platform you may have access to our confidential information such as information that is not publicly available about our business, operations, trade secrets, technical information, non-public pricing information, information about the characteristics, features and performance of pre-release or beta versions. You agree to protect our confidential information and not to share it without our express written permission unless required to by law.
40. Your Confidential Information: We will protect your confidential information that you provide to use and only use it to perform our obligations under these Terms and as permitted by these Terms. We may also disclose your confidential information to our Associated Entities for the purpose of providing you with additional information about the Worknice Platform.
Liability and Indemnity
41. Warranty Disclaimers: The Worknice Platform is provided on an “as is, as available” basis. To the maximum extent permitted by law, Worknice disclaims any and all express or implied warranties, guarantees or representations including but not limited to merchantability, reliability, that the Worknice Platform will be uninterrupted or error free and fitness for a particular purpose of the Worknice Platform including any content, services and products or that the Worknice Platform will meet your requirements. We do not warrant that all features of the Worknice Platform will continue to be available, or that particular features will be developed in the future.
42. Worknice Platform does not provide advice: Some parts of the Worknice Platform may include general summaries of the law, contract templates or tools to assist with compliance which may not deal with or be applicable to your particular circumstances. We use reasonable efforts to create content and services that comply with applicable laws in a general way, but content and services provided through the Worknice Platform does not constitute legal, financial, accounting or taxation advice, and nor should it be relied upon as such by you. You are responsible for compliance with the workplace, tax and other laws that apply to you or your business and you should obtain independent legal and tax advice if required. Except for liability that cannot be excluded or limited by law, we exclude liability for losses, costs, third-party claims, regulatory penalties, expenses or liability arising from or relating to legal, tax, accounting or compliance issues associated with your use of the Worknice Platform.
43. You indemnify us: You indemnify us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability (“Losses“) that arise out of or relate to your use of the Worknice Platform or any Third Party Service (except to the extent the Losses were caused by our breach of these Terms or our negligence).
44. Liability Exclusions: Except for liability that cannot be excluded or limited by law, and except for your indemnity in clauses 36 and 42 each party excludes liability for loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, loss or corruption of data, loss, penalties or expenses arising from legal, tax or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
45. Limitation of liability: Our total aggregate liability to you under this Agreement and in connection with the Worknice Platform (including in connection with any Additional Services) is limited to direct damages up to the total paid by you to us during the 6 month period preceding the first event that gave rise to our liability under these Terms.
46. Consumer Laws: You may have the benefit of non-excludable warranties, guarantees or other rights provided under applicable laws in your jurisdiction (“Non-excludable Conditions“). These Terms are subject to any Non-Excludable Conditions that apply to you. Our liability for a Non-excludable Conditions is limited, at our option, to the cost of replacing or paying for the costs of replacing the relevant goods or services (except if the liability for any Non-excludable Conditions cannot be so limited by law, in which case our liability for that Non-excludable Condition will be limited to the extent permitted by law).
Term, Termination and Suspension
47. Subscription Periods: If you are a Customer using a Worknice Platform paid Subscription, the Subscription continues for the Subscription period you have paid for and will automatically renew at the end of each Subscription period unless either party provides at least 90 days notice that that party does not wish to renew your Subscription, provided that a Subscription cannot be terminated under this clause before the end of any minimum term we have agreed in writing (for example, in an Order).
48. Termination: Unless we have agreed on a minimum contract term or minimum notice period in writing such as in an Order, and except in relation to Subscriptions as set out in clause 46 Worknice Accounts or access to some or all services associated with the Worknice Platform may be terminated by either you or us by providing written notice. If we terminate any services under this clause and you have not breached these Terms, we will refund any prepaid fees that relate to terminated Subscription or services on a pro-rata basis.
49. Termination by us: We may also terminate your access to the Worknice Platform (either in whole or in part):
- if you or the Customer breaches any of these terms and does not remedy the breach within 14 days of being asked to do so, or immediately if the breach is not capable of being remedied;
- any subscription fees payable for your use of the Worknice Platform have not been paid by the Customer responsible for the payment of the subscription fees; and
- if you, your business or the Customer responsible for paying the fees under these Terms becomes subject to an insolvency event (if permitted by the applicable law).
50. Continuation of Terms: These Terms will continue to apply until all your Subscriptions, Worknice Accounts and services provided under these Terms or associated with the Worknice Platform have terminated.
51. Suspension by us: We may suspend your access to any part of or all of the Worknice Platform or the provision of any services under these Terms at our sole discretion including if:
- you or the Customer are in breach of these Terms;
- payment of any fees are overdue; or
- we believe suspension is required to protect the Worknice Platform, our systems or other users of the Worknice Platform.
52. Refunds: If any Subscriptions are terminated, or your access to any part or all of the Worknice Platform is terminated or suspended, you will not be entitled to a refund of any fees paid other than as specified in these Terms or required by applicable laws.
53. Your data: We have no obligation to store or provide access to Your Data on the Worknice Platform after termination of your paid Subscription, your Worknice Account or termination of your access to the relevant part of the Worknice Platform. We may delete or remove any of Your Data stored on the Worknice Platform after 3 months from the date of termination of your Worknice Account. We will not be liable for losses incurred directly or indirectly from the loss of Your Data.
General Terms
54. Publicity Rights: We may refer to Customers as a Worknice customer and make use of your logo on the Worknice Website or in our promotional materials. Customers may ask that we stop doing this by emailing us at support@worknice.com. It may take up to 30 days to process your request.
55. Notices: Any notices under these Terms to us must be sent to us by emailing support@worknice.com. We may send legal notices to you by email to the email address you have provided to us or through the notification functionality in your Worknice Account.
56. Things beyond our control: We are not liable for any delay or failure to perform obligations under these Terms due to events that are beyond our reasonable control, including without limitation failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.
57. Assignment: If you are a User, the rights given to you under these Terms are personal and you may not assign or transfer your rights or obligations under these Terms without our prior written consent. If you are a Customer, we will not unreasonably refuse our consent if the assignee agrees to be bound by these Terms and we do not consider them to be a financial or other risk. We may assign our rights and obligations under the Terms (in whole or in part) without your consent.
58. Our Relationship: We are independent contractors. Unless the parties explicitly agree in writing otherwise, nothing in these Terms are to be interpreted as forming a partnership between Worknice and Customers or any Users, or as forming any other type of legal association that would give any Customer or User the right power or authority to bind or create any duty or obligation of Worknice.
59. Survival of Terms: Any terms that by their nature should continue to apply after termination of these Terms will continue to apply.
60. Governing Law and Disputes: These Terms are governed by the laws of New South Wales, Australia and subject to the exclusive jurisdiction of the courts of New South Wales, Australia. If you have any concerns or complaints about us or the Worknice platform please contact us by emailing help@worknice.com. If either of us has a dispute or claim arising out of these Terms or the Worknice Platform, each of us will consult and negotiate in good faith to resolve the matter. If we are not able to reach a settlement within 60 days, then either party may commence legal proceedings.
