Terms & Conditions
These Terms of Use apply to the Platform (Service) hosted and operated by Oho (Oho, us, we, or our). Please read these Terms carefully before using the https:/app.weareoho.com integrated Platform.
Your access to and use of the Service is conditional upon your acceptance of and compliance with these Terms.
By accessing or using the Platform you agree to be bound bythese Terms. If you disagree with any part of these Terms, then you should notaccess or continue use of the Platform.
1. SUBSCRIPTION DETAILS
1.1 These Terms are to be read and interpreted inconjunction with your subscription and account particulars, which may becontained in an accepted quotation from Oho, a separate subscription agreement between you and Oho and/or one or more notifications or pop-ups from Oho withinthe Platform where you have selected “I Agree”, “Accept”, “Yes” or a similar approval button/box prior to using the relevant service (each of which isdeemed to be a “Subscription”).
1.2 The Subscription contains details of the commercial terms of your arrangement with Oho, including matters such as:
(a) details of each of the services to be provided toyou via the Platform (which may include but is not limited to ongoing screening services, recruitment screening services, integration connector services, thirdparty service arrangements and professional services for custom IT/ software development as agreed with you) (“Services”);
(b) the fees payable by you for each component ofthe Services, comprising, as applicable, annual Platform subscription fees,‘implementation fees’ and ‘connecter fees’ (collectively, the “SubscriptionFees”);
(c) any implementation services that may berequired;
(d) prescribed number of your ‘users’ whom will bepermitted to access the Platform using your account;
(e) prescribed number of people and/oraccreditations; and
(f) the Subscription Term.
1.3 In the event of any inconsistency between the terms of your Subscription and these Terms, your Subscription takes precedence.
2. SERVICES
Subject to your compliance with your obligations under these Terms, including payment of the Subscription Fees, Oho will provide the Services to you in accordance with these Terms.
3. LICENCE
3.1 Subject to your compliance with your obligations under these Terms, including payment of all applicable Subscription Fees, Oho grants you a non-exclusive licence to use the Platform and the Materials for the Subscription Term, with no other rights of sub-licence, subject to theterms and conditions of these Terms.
3.2 You agree that:
(a) all moral rights and personal rights in, orassociated with, the Platform are, or will remain, during and after theexpiration or termination of the Subscription Term, the property of Oho and nothing in these Terms will affect those rights;
(b) you have no title or ownership rights to thePlatform;
(i) you must not allow any third party, either directly or indirectly, to use the Platform without the prior written consent of Oho;
(ii) you will comply with all reasonable requests of Oho in relation to the use of the Platform;
(iii) you will comply with all laws and requirementsof any Government Agency regarding your use of the Platform, including Privacy Laws and the obtaining and
maintaining of all necessary accreditations,permits, licences and approvals required; and
(iv) without limiting the generality of the licence granted by these Terms, you will ensure that your Personnel act in accordance with your obligations under these Terms.
4. PLATFORM
4.1 Availability of the Platform
Oho will use all reasonable endeavours to ensure that the Platform is able to facilitate the provision ofthe Services at all times, subject to periods of Scheduled Maintenance from time to time. Oho will seek to ensure that:
(a) Scheduled Maintenance will be limited to aperiod or periods that total not more than 4 hours per month; and
(b) for periods outside of Scheduled Maintenance and subject to the Platform Availability Exclusions, the Platform will befunctionally operating and available for not less than 99% of the time.
4.2 Search Information
You acknowledge and agree that:
(a) the maintenance of the Search Information is the responsibility of the applicable Government Agency and Oho makes norepresentations or warranties as to the content, accuracy or currency of theSearch Information;
(b) you are responsible for ensuring the accuracy of the information which you cause to be input into the Platform for the purposeof obtaining Search Information;
(c) your use of the Search Information is at your sole risk, and, to the maximum extent permitted by law, Oho is not responsiblefor ensuring any operational or business outcome from your use of the SearchInformation or the accuracy of any Search Information;
(d) all Intellectual Property Rights in and to the Platform (including in relation to any new features or fixes developed inresponse to a request or notification by you) will remain owned by Oho;
(e) Oho may from time to time deploy new versions of the Platform and the Services (which may include new features or may remove or alter existing features of the Platform and the Services). These Terms apply to such future versions ofthe Platform; and
(f) Oho has invested valuable time and resources inthe development of the Platform. You acknowledge and agree that you must notsell, assign, provide copies, transfer, provide, encumber or licence the Platform or allow the Platform to be encumbered, sold, assigned, transferred,provided, copied for the benefit of, or licensed to any third party.
4.3 Use of Platform
You must:
(a) comply with any reasonable security regulations, procedures or directions which may be notified by Oho from time to time inrespect of the access and use of the Platform;
(b) not permit any unauthorised use of the Platform;
(c) not attempt to access or use the Platform after your Subscription Term has ended; and
(d) immediately notify Oho in writing of any data breach, breach of these Terms by you or other unauthorised use of the Platformof which you become aware.
4.4 No Modification or Reverse Engineering
You must not, and must not attempt to, directly or indirectly:
(a) modify, alter or amend the Platform;
(b) merge all or any part of the Platform with anyother software or item;
(c) decompile, disassemble or reverse engineer thewhole or any part of the Platform; or
(d) cause any third party to do any of the aboveacts;
without the express prior written consent of Oho, which may be withheld by Oho in its absolute discretion.
5. SEARCH LIMIT AND PAYMENT
5.1 Payment
(a) Subscription Fees are invoiced upon execution of the Subscription and are payable within fourteen (14) days of the invoice date.
(b) Subject to clause 5.3, the Subscription Term will commence on the date when any component of the Services becomes operational and available for your use, regardless of whether all components of the Services have been fully implemented and notwithstanding that an earlier date may have been specified in the Subscription (“Go-Live Date”).
(c) You agree to the application of an annual percentage increase in the annual Subscription Fees of up to the greater of:
(i) the most recent percentage increase in the published consumer price index for Melbourne, Victoria; and
(ii) 7.5%,
with the exact amount of such percentage increase to be applied at the discretion of Oho by notice to you,subject to the maximum percentage increased established by this clause.
(d) Without limiting paragraph (c) of this clause 5.1, you also agree that Oho may increase the Subscription Fees from time totime by written notice to you to reflect any increases in Oho’s costs of providing the Subscription that is due to:
(i) any factor beyond Oho’s control (including increases in third party service costs, foreign exchange fluctuations, increases in taxes and duties, and increases in labour);
(ii) any request by you to change the specifications of the Services; or
(iii) any delay caused by any information provided byyou or failure by you to give Oho adequate or accurate information or instructions with respect to the Services.
5.2 Customer Implementation Obligations
(a) You agree to comply with your obligations as setout in the Implementation Plan, including but not limited to:
(i) providing, within specified timeframes, all information, access, and resources reasonably required from you for implementation of the Implementation Plan;
(ii) responding to Oho's requests for information or decisions within five (5) business days;
(iii) completing user acceptance testing within the timeframe specified in the Implementation Plan;
(iv) attending scheduled implementation meetings and training sessions; and
(v) designating appropriately authorised Personnel to participate in implementation activities.
(b) The parties acknowledge that any expected Go-Live Date specified in the Subscription is based on the Implementation Plan. Any delays caused by:
(i) your failure to meet the obligations set out in clause 5 above;
(ii) change requests or additional requirements introduced by you after execution of the Subscription; or
(iii) your failure to provide timely approvals, information, or access reasonably required by Oho;
will not automatically defer the Go-Live Date for the purposes of calculating the commencement of the Subscription Term. In such circumstances, Oho may, at its discretion, determine an alternative Go-Live Date by providing written noticeto you, and the Subscription Term will commence from such alternative Go-Live Date.
(c) You acknowledge and agree that timely completion of the Implementation Plan is dependent upon your compliance with the obligations set out in this clause and the Implementation Plan, and that delays attributable to you may impact the delivery timeframe without deferring the Go-Live Date specified in, or determined in accordance with, the Subscription.
5.3 Oho Implementation Delays
If Oho fails to make any componentof the Services operational and available for your use by any expected Go-Live Date specified in the Subscription, and such delay is solely attributable to Oho's acts or omissions (and not caused or contributed to by you, any thirdp arty service provider, or any Force Majeure Event), then the Go-Live Date willbe deferred to the date when any component of the Services becomes operational and available for your use.
5.4 Change to Search Limit
(a) You acknowledge that these Terms were enteredinto on the basis of the Subscription Fees and the Search Limit. If the Search Limit is exceeded, you will be notified by Oho and you must then either:
(i) immediately increase your Search Limit with acorresponding increase to the Subscription Fees (in accordance with Oho’stiered fee structure or otherwise as
negotiated between the parties); or
(ii) immediately reduce the number of Searches youundertake to comply with the Search Limit.
(b) If you exceed the Search Limit (as may be modified from time to time) for four (4) consecutive weeks or an aggregateamount of twelve (12) weeks in a period of 12 months, then Oho reserves the right to either:
(i) increase the Subscription Fees in accordance with Oho’s tiered fee structure by notice to you; or
(ii) suspend the Services without notice,
such decision to be made in Oho’s sole discretion.
(c) In the event the Services remain suspended underparagraph (b) of this clause 5.4 for a period of four (4) weeks without youremedying your non-compliance with these Terms, Oho may immediately terminate theSubscription Term and your access to the Platform and the Services withoutnotice.
5.5 No Refunds
You acknowledge and accept that the Subscription Fees paidunder these Terms are non-refundable (except to the extent required by law and/or if the Subscription Term is terminated by you due to Oho’s proven breach of its obligations under these Terms), notwithstanding any Subscription Fees paid in advance.
5.5 GST
Unless stated otherwise, any amounts stated in or determined for the purposes of these Terms are stated or are to be determined exclusive ofGST. If GST is imposed, assessed or levied on any supply made under these Terms(“Taxable Supply”), the recipient of the Taxable Supply shall pay to the provider of the Taxable Supply, in addition to any other payment required bythese Terms, the GST imposed on the Taxable Supply calculated at the rate ofGST imposed, assessed or levied at the date the Taxable Supply is made. Theprovider of that Taxable Supply will deliver to the recipient a GST tax invoice(s) for that Taxable Supply in a form that complies with the requirements of the GST Law.
6. TERM AND TERMINATION
6.1 Term
The Subscription Term commences on the Go-Live Date and, unless terminated earlier in accordance with these Terms, will continue untilthe later of:
(a) the end of the Subscription Term (as stated inthe Subscription); or
(b) the end date of any Renewal Term.
6.2 Renewal Terms
Subject to clause 6.1, at the end of the initialSubscription Term specified in the Subscription and, if applicable, eachsubsequent Renewal Term, the Subscription Term will automatically renew for afurther Renewal Term, provided that the parties are not in material breach ofthese Terms, unless either party notifies the other in writing at least thirty (30) days before the expiry of the then current Subscription Term that it doesnot wish for the Subscription Term to be renewed.
6.3 Termination
Either party may terminate the Subscription Term by noticein writing to the other party:
(a) if the other party suffers an Insolvency Event;or
(b) if the other party commits a material breach of these Terms and fails to remedy that breach within thirty (30) days of being requested to do so.
6.4 Suspension
(a) In any situation in which Oho is entitled toterminate the Subscription Term, without limiting or waiving its termination rights under these Terms, Oho may instead elect to suspend the Services (inwhole or in part, and including any licences granted by Oho under these Terms).
(b) A suspension:
(i) may continue for a maximum of thirty (30) daysuntil either:
(A) you have remedied the event giving rise to thatsuspension to Oho’s reasonable satisfaction; or
(B) Oho elects to terminate the relevant Services inaccordance with its rights under these Terms;
(ii) does not relieve you of your obligation to paythe Subscription Fees for the duration of the suspension; and
(iii) is not a breach of Oho’s obligations under theseTerms.
(c) You hold harmless and indemnify Oho against anyLoss it may suffer due to a claim, action or proceeding which may be threatenedor brought by a third party against you or Oho as a consequence of any suspension or termination of the Services by Oho in accordance with these Terms, except to the extent that such Loss is caused or contributed to by Oho’s breach of its obligations under these Terms or any other act or omission of Oho.
6.5 Consequences of Termination
On expiry or termination of the Subscription Term for anyreason:
(a) all outstanding and undisputed Subscription Feespayable by you to Oho under these Terms will immediately become due and payable; and
(b) all rights and licences granted to you underthese Terms will cease.
6.6 No Other Termination Rights
Notwithstanding any rule of law or equity to the contrary,the Subscription Term may not be terminated except as expressly provided in these Terms.
7. CONFIDENTIALITY
7.1 Use of Confidential Information
The parties acknowledge and agree that the ConfidentialInformation of each party is valuable and shall remain the property of thatparty and must only be used in accordance with these Terms. For the avoidanceof doubt, your Information belongs to you.
7.2 Disclosure of Confidential Information
No Confidential Information or information concerning thetransactions contemplated by these Terms may be disclosed to any third partywithout the prior written consent of the non-disclosing party except to theextent that:
(a) the party is required to do so by any GovernmentAgency, stock exchange, the law, or otherwise to comply with its obligationsunder these Terms; or
(b) the disclosure is to a party’s lawyer, banker oraccountant (“Adviser”) and then only to the extent that that the Adviserreasonably needs to know.
For the avoidance of doubt, Ohoshall not be liable for any Loss or arising from a disclosure by you.
7.3 Return of Confidential Information
Unless your Subscription requires the retention ofConfidential Information by a party, each party must, upon demand from anotherparty, return to such other party any of their Confidential Informationsupplied in connection with this Agreement.
7.4 Publicity
A party may issue a press release or other public statementor announcement (including via social media) with respect to these Terms onlyif it has obtained the other party's prior written approval (such approval notto be unreasonably withheld or delayed). You grant Oho the right to use yourname and logo on its website and other marketing materials for the purposes ofreferring to the relationship of the parties under these Terms.
7.5 Customer Information
Notwithstanding any other provision of these Terms, theparties agree that:
(a) all Customer Information belongs to you;
(b) at your request, and in any event upontermination or expiry of the Subscription Term, Oho will provide an extract ina readable form of your Customer Information; and
(c) Oho shall be entitled to retain a copy of your CustomerInformation solely for its archivable purposes.
8. PRIVACY AND DATA SECURITY
(a) Each party must, in relation to any PersonalInformation that it gives or receives under or in connection with these Terms:
(i) comply with all Privacy Laws;
(ii) not do anything that would put the other partyin breach of any Privacy Laws; and
(iii) provide all reasonable assistance requested bythe other party for the purposes of enabling that party to comply with anyPrivacy Laws.
(b) You represent and warrant that:
(i) the disclosure of Personal Information by you toOho under these Terms complies with all Privacy Laws;
(ii) you have the consents and will provide thenotices required under the Privacy Laws in connection with the collection ofsuch Personal Information by you and the
subsequent use of the Personal Information by Oho for the performance of its obligations and exercise of itsrights under these Terms, including but not limited to the
supply of the Service and the maintenance of permanent encrypted records of Searches undertaken; and
(iii) you comply with all applicable laws relating to (and maintain any registrations, licences or authorisations required for the purposes of) the storage and use of
Personal Information for the intent in which it is stored.
9. WARRANTIES AND INDEMNITIES
9.1 Warranties
(a) Each of the warranties referred to in theseTerms are to be construed independently of each of other warranty and is notlimited by reference to any other warranty.
(b) Each party represents and warrants that:
(i) it is duly incorporated and validly existing andhas full power and authority to enter into these Terms;
(ii) it is able to pay its debts when due and payableand it is not the subject of an Insolvency Event;
(iii) the performance of these Terms and the obligations contained in it have been duly and validly authorised by all necessary corporate action on its part and these
Terms are a valid and binding agreement on the parties and enforceable with its terms;
(iv) these Terms are entered into by persons appropriately authorised to do so;
(v) it will comply with all applicable laws and regulations in relation to these Terms;
(vi) it has all necessary licences and consents to enter into and perform these Terms;
(vii) the entering into these Terms do not result in a breach of any agreement to which it is a party; and
(viii) the warranties given by it are true and accurate at the commencement of the Subscription Term.
9.2 Oho Warranties
(a) Subject to the exclusions set out in theseTerms, Oho represents and warrants that the Services will be provided with duecare, skill and diligence and will perform and function in the manner describedin these Terms.
(b) Oho warrants to you that to the best of Oho’sknowledge and belief, the Materials, the Platform and the Services and the useof them does not infringe any person’s Intellectual Property Rights and theyare not the subject of any registered patents, trademarks or designs that donot belong to, or are otherwise not validly licenced to, Oho or any of itsRelated Bodies Corporate.
(c) If your use of the Services infringes the IntellectualProperty Rights of a third party or is, in Oho’s sole opinion, likely toconstitute an infringement of a third party’s Intellectual Property Rights, Ohomay at its own expense, use its reasonable endeavours to:
(i) procure for you the right to continue using andpossessing the Services; or
(ii) modify or replace the Services so as to avoidthe infringement,
provided that if neither of theforegoing can be accomplished on reasonable terms or without diminishing thefunctionality and performance of the Services, either party may terminate the SubscriptionTerm.
9.3 Exclusions
(a) The representations and warranties given by Ohounder these Terms do not apply to the extent any defect or other issue is caused by use of the Platform by you contrary to these Terms.
(b) To the extent permitted by law, Oho:
(i) does not represent or warrant that any SearchInformation provided by a Government Agency through use of the Services is correct or accurate at the time that the
Service is provided, and you acknowledge that you are solely responsible for verifying the Search Information prior to acting on it; and
(ii) is not responsible for any delays, delivery ailures, or any other loss or damage resulting from the transfer of data over communications networks and facilities,
including the internet, or of any failure of a Government Agency’s network or facilities and you acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.4 Third Party Claims
You will hold Oho harmless from and against all and any third party claims in connection with or arising from your use of the Search Information.
10. LIABILITY
10.1 Limitations of Liability
The aggregate liability of either party under or inconnection with these Terms whether in contract, tort (including negligence), statute or any other cause of action is limited to an amount equal to the valueof all Services Fees paid by you under the Subscription.
10.2 Exclusions of Liability
Neither party will be liable to the other party under or inrespect of these Terms whether in contract, tort (including negligence), statute or any other cause of action for any Consequential Loss.
10.3 Liability that is not Limited or Excluded
Nothing in these Terms operates to limit or exclude:
(a) liability that cannot by law be limited or excluded;
(b) the liability of either party for any fraudulent act or omission;
(c)the liability of you to pay the Subscription Fees; or
(d) the liability of either party for a breach of any law.
10.4 Proportionate Liability
The liability of a party (first party) to another party (second party) under these Terms are reduced to the extent that the liability is caused or contributed to by an act or omission of the second party or any of the second party’s Personnel.
11. FORCE MAJEURE
11.1 Force Majeure Events
Neither party will be liable to the other for any delay or non-performance of its obligations under these Terms to the extent to which such delay or non-performance arises from any Force Majeure Event.
11.2 Mitigation
Each party must take all reasonable precautions and implement reasonable alternative measures in accordance with recognised industry practice to avoid or mitigate the effects of any Force Majeure Event.
11.3 Procedure
A party affected by a Force Majeure Event must promptly notify the other party in writing of the Force Majeure Event and the cause andthe likely duration (if known) of any consequential delay or non-performance ofits obligations.
11.4 Termination
If a Force Majeure Event continues or is reasonably likely to continue for more than thirty (30) days and has a material adverse effect on the ability of a party to perform its obligations under these Terms, then theother party may terminate the Subscription Term on written notice to the first party.
12. ASSIGNMENT AND SUBCONTRACTING
12.1 Third Party Services
(a) You agree that third parties may also provide services which are used in the provision of the Services from time to time.
(b) You acknowledge and agree that your use of any services which are provided by any of our third party service providers from time totime will be subject to the terms and conditions of our arrangements with those service providers (“Third Party Services Terms”), and that (without limitation to these Terms) you agree to comply with those Third Party Services Terms and will indemnify us against all claims incurred by us arising out of orin connection with:
(i) any injury to persons, and any loss or damage to Oho’s or a third party’s property caused by any reckless, negligent or wrongful act or omission of you, your
representatives or the individuals in which you have made requests for search information via our Services; and
(ii) your breach of any Third Party Services Terms,
except to the extent that suchclaim is attributable to our negligent or wrongful act or omission.
12.2 No Assignment
You must not transfer all or any part of your rights orinterests under these Terms by assignment or novation without the prior writtenconsent of Oho.
13. GENERAL
13.1 Variation and Waiver
A provision of these Terms or a right created under them,may not be waived or varied except in writing, signed by the party or parties to be bound.
13.2 Set-off
Neither party is entitled to set off against any amount due for payment by it to the other party any amount payable to it by that party.
13.3 Remedies
Except where otherwise stated, the rights and remedies provided in these Terms are in addition to other rights and remedies given bylaw independently of these Terms.
13.4 Further Assurances
Each party will promptly do all things required by law or reasonably requested by any other party to give effect to these Terms.
13.5 No Merger
No right or obligation of any party will merge on completionof any transaction under these Terms. All rights and obligations under these Terms survive the execution and delivery of any transfer or other Oho document which implements any transaction under these Terms.
13.6 Relationship
Nothing in these Terms are intended to create a partnership, joint venture, or agency relationship between the parties, and each of the parties agree that they are entering into these Terms only as independent contractors.
13.7 Severability
If any part or provision of these Terms are judged invalidor unenforceable in a jurisdiction it is severed for that jurisdiction and the remainder of these Terms will continue to operate.
13.8 Governing Law
These Terms are governed by the law in force in Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.
14. DEFINITIONS AND INTERPRETATION
The following terms have these meanings:
Confidential Information means these Terms and allInformation disclosed to the Recipient (or any of its Personnel) by or onbehalf of the Discloser (or any of its Personnel) under or in connection withthese Terms including:
(a) information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the Discloser;
(b) information derived partly or wholly from theInformation including without limitation any calculation, conclusion, summary, computer modelling; and
(c) trade secrets and information which is capable of protection at law or equity as confidential information,
but excludes the Excluded Information.
Consequential Loss means any loss of profits,business revenue, goodwill opportunity or anticipated savings or any other form of indirect or consequential loss or damage howsoever claimed by any party.
Corporations Act means the Corporations Act 2001 (Cth).
Customer Information means all materials andinformation provided by you to Oho for the purposes of these Terms, together with all Search Information relating to your Personnel.
Discloser means a party disclosing Confidential Information.
Excluded Information means Information which:
(a) is in or becomes part of the public domain otherwise than through breach of these Terms or an obligation of confidence owed to the Discloser;
(b) the Recipient can prove was already known to itat the time of disclosure by the Discloser (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or
(c) the Recipient acquires the Information from asource other than the Discloser where such source is entitled to disclose it.
Force Majeure Event means any event outside thereasonable control of the affected party, including:
(a) an act of God, earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, drought, meteor or other natural disaster;
(b) war (declared or undeclared), invasion, act of aforeign enemy, hostilities between nations, civil insurrection or militarily usurped power;
(c) an act of public enemy, sabotage, malicious damage, terrorism or civil unrest;
(d) confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority;
(e) a labour dispute other than a labour dispute that only involves the party’s personnel;
(f) collapse of buildings or accident; or
(g) internet down-time.
Go-Live Date has the meaning given to this term inclause 5.1(b).
Government Agency means any governmental,semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.
GST has the meaning given by section 195-1 of the GSTLaw.
GST Law means the A New Tax System (Goods andServices Tax) Act 1999 (Cth), or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.
Implementation Plan means the implementation planagreed between the parties setting out the scope, timeframes, deliverables, and respective obligations of each party for the implementation of the Services, which may be contained in the Subscription or in a separate document agreed between the parties.
Information means all information relating to ordeveloped in connection with:
(a) the business, technology or other affairs of theDiscloser;
(b) the Platform;
(c) the Services or these Terms; or
(d) any systems, technology, ideas, concepts,know-how, techniques, designs, specifications, blueprints, tracings, diagrams, models, functions, capabilities and designs (including without limitation, computer software, manufacturing processes or other information embodied in drawings or specifications) or other Intellectual Property Rights owned or used by, or licensed to, the Discloser.
Insolvency Event means the happening of any of thefollowing events:
(a) a liquidator or provisional liquidator is appointed, whether by a court or otherwise;
(b) a body corporate commences to be wound up or ceases or threatens to cease to carry on business;
(c) a body corporate is insolvent or is presumed insolvent under the Corporations Act; or
(d) on successful application to the Court;
(e) a receiver, or receiver and manager is appointed, whether by a Court or otherwise;
(f) an administrator is appointed by a body corporate under sections 436A, 436B or 436C of the Corporations Act;
(g) a body corporate enters into a compromise or arrangement with its creditors or a class of them;
(h) a body corporate suspends or threatens to suspend payment of its debts generally;
(i) execution or similar process is issued against abody corporate’s property; or
(j) anything having a substantially similar effectto any of the above events happens under the law of any applicable jurisdiction.
Intellectual Property Rights means all intellectualproperty rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967.
Loss means losses, liabilities, damages, costs, charges and expenses including legal costs on a solicitor-own client basis.
Material means all software, firmware, tools,documentation, reports, data, diagrams, procedures, plans and other materials associated with the Platform and/or the Services.
Oho means dutyof.care Solutions Pty Ltd ACN 611 782882 (T/A “We Are Oho”) and “we”, “us”, “our” have corresponding meanings.
Personal Information has the meaning given in the Privacy Act.
Personnel means in relation to any party, the employees, volunteers, partners, agents and contractors (including employees of contractors) of that party.
Platform means the integrated software solution,services and processes platform operated by Oho to supply the Services and which is hosted at http:/app.weareoho.com, as modified, updated, revised and replaced from time to time (including all future versions made available by Oho to you from time to time).
Platform Availability Exclusions means any faults or downtime caused or contributed to by any of the following:
(a) network outages (planned and unforeseen);
(b) any software or network not forming part of Oho’s host servers;
(c) your or your Related Body Corporate’s acts or omissions;
(d) any third party equipment or environments thatare not managed by Oho;
(e) Force Majeure Events; or
(f) your hardware or software, or any third party software.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Laws means the Privacy Act and all other applicable privacy and data protection laws as may be in force from time to time (including in other jurisdictions) which regulate the collection, use, disclosure, storage of and granting of access rights to Personal Information by Oho and you.
Recipient means a party receiving Confidential Information.
Related Bodies Corporate has the meaning given tothat term in the Corporations Act.
Renewal Term means any period specified as the Renewal Term in the Subscription or, if none stated, a period of the same duration as the initial Subscription Term.
Scheduled Maintenance means the non-availability of the Platform to perform necessary maintenance or upgrades as required to ensure the Platform can facilitate the Services, as determined by Oho in its sole discretion from time to time.
Search Information means any information obtainedfrom a Government Agency that is presented to you through the Platform.
Search Limit means the maximum number of Searches per week which you are permitted to undertake, as set out in the Subscription.
Searches means the automated searches conducted through the Platform in order to determine the status of checks or professional accreditations or certifications purported to be validly held by your Personnel.
Services has the meaning given to this term in clause 1.2(a).
Subscription has the meaning given to this term in clause 1.1.
Subscription Fees has the meaning given to this termin clause 1.2(b).
Subscription Term means the period during which you may access the Platform and use the Services, initially being the period commencing on the Go-Live Date and continuing for the initial period specified in the Subscription, unless renewed or terminated early in accordance with these Terms.
Term means these terms of use.