Compono Terms And Conditions

Effective as of September 2022

A. INTRODUCTIONS

1. These Terms and Conditions (“Terms”) constitute a legal agreement between you and or the entity or company that you represent (“User”or “You”) and Compono Australia Pty Ltd (ACN 650 552 373) (“Compono” or “Provider”). Compono provides a suite of products including Compono Hire, Engage and Develop(together, the “Compono Products”). Set out below are the terms which govern the provision of the relevant Compono Product(s) to You together with any additional Order Form or terms and conditions that you enter into with Compono. Please make sure you carefully read the Terms. You acknowledge and confirm that you have read, understood and agree to the Terms.

2. If you do not agree and wish not to be bound by the Terms, please cease usage of the Compono Product(s) immediately.

3. Compono reserves the right to review and amend any of the Terms at its sole discretion, such amendments being effective immediately upon publication. Should such amendment to the Terms occur, Compono will use reasonable endeavours to notify you of such amendment. A copy of the Terms should be kept by the User for its records.

B. COMPONO HIRE

1. Registered User Obligations



b. In order to enable you to access Hire, the User is required to complete registration for an account (the ‘Account’). Further details about the process for registration in relation to a Candidate or a Recruiter is set out in sections 2.1 and 2.2 below.

c. In the process of registering for an account, you will be required to provide your personal or business information as prompted. You warrant that any such information provided to Compono is true and correct at the date of completion and you shall update any changes in such information in a reasonable time.

d. Please note that any information provided through your use of Hire and/or the Compono Products are subject to Compono’s Privacy Policy at https://Compono.com/, to ensure proper handling of your personal or business information.

e. Upon completion of the registration process, you will become a registered user of Hire (‘Registered User’) being bound by the Terms.

f. You must not use Hire and must not accept the Terms if:
   -   You are under the age of 18 (or if you are under 18, you have the consent of your parent or guardian); or
   -   You are for any reason whatsoever excluded or prohibited to receive Hire under the laws of Australia or any other country including your country of residence or from which you use Hire.
a. Compono Hire (“Hire”) is available to job seeking candidates (‘Candidates’) and recruiters or hiring individuals orcompanies (‘Recruiters’) who have registered for an account. Hire enables efficient communication and exchange of information between Candidates, Recruiters (each referred to as a ‘User’ or ‘you’) and Compono to assist Recruiters to find the best fit candidates for their open positions and to help connect Candidates with potential job opportunities.

2. How Hire works

2.1 Candidates

a. In order to make an online application for a job position on Hire, you are first required to create an Account. Registering for an Account requires a Candidate to complete mandatory fields (for example first name, last name, and contact details). You may also create a more detailed profile by providing the information as prompted (‘Profile’). In order to apply for a job position you must provide your salary expectations, type of work preferences (part time, full time, casual etc.), address and other sensitive information as prompted. Other information you may wish to include includes (but is not limited to):
   -   Your work history and skills used in the job;
  -   Qualifications you have acquired; and
   -   Personal preferences relating to work.

b. You may edit or update your Profile at any time.

c. When you apply for a specific position on Hire, your application is made available directly to the relevant Recruiter. By applying for a position through Hire, you are asking Compono to pass your online profile to the relevant Recruiter. Any questions you have relating to your online application and/or the status of your application should be directed directly to the relevant Recruiter, not Compono.

d. You acknowledge and agree that Compono will also retain your Profile to further match you with potential positions that match your requirements by becoming part of the Compono Talent Pool. You have the ability to turn this feature on or off. As a Compono Talent Pool candidate you will be matched to current and future positions anonymously if you match in the top 10 candidates for a position. In such circumstances, Recruiters may choose to contact and connect with you anonymously through Hire and you have the choice to accept or decline the invitation to connect and apply for that position. If you choose to accept the invitation, you acknowledge and agree that Compono may release your Profile including your name and other personal contact information to that Recruiter who can then contact you to discuss the role further. If you choose to decline the invitation, then you will be removed as a Compono Talent Pool Candidate for that particular role and the Recruiter will not be able to view your profile which contains your contact information.

e. You may delete your Compono profile at any time by contacting Compono directly at support@Compono.com.

f. If you have difficulties or questions relating to this process or updating your profile, please contact support@Compono.com.

3. Recruiters

a. In order to create and post an online listing for a job position on Hire, a recruiter is first required create an Account. Registering for an Account requires a Recruiter to complete mandatory fields (for example first name, last name, contact details, employer name) and to provide credit card details. In order to post an online job application, the minimum information required includes:

   1.    Job title;
   2.    Employer;
   3.    Job location;
   4.    Salary range;
   5.    Job description; and
   6.    Relevant work areas of the vacant role (“together, the General Job Details”)

b. After completing the General JobDetails, the Recruiter can “open” the job listing for matching. “Opening” the job listing provides the recruiter a unique URL for that job enabling the recruiter to post it to job boards, social media, company websites or share with people electronically. After completing the General Job Details,Recruiters are able to start looking at Compono Pool Candidates and contact and connect with such candidates anonymously through Hire.

c. Recruiters are also able to connect directly with candidates who have applied for the relevant job through Hire or in circumstances where a Compono Pool Candidate has accepted the opportunity to connect and authorised the Provider to provide their details.

d. A Recruiter may edit the General Job Details or add any further information to the job posting at any time.

e. A Recruiter may at any time close a job after which the job will not accept any further applications fromCandidates.

f. A Recruiter may save a job in “Draft”and keep the job there until they are ready to be posted and accept candidates for review.

g. A Recruiter can close its profile at any time by contacting Compono directly at support@compono.com

4.3 You can get a copy of your invoice at any time by contacting Compono directly at support@compono.com

C. GENERAL

1. Terms of Sale

a. If you purchase any of Compono’s Services (“Compono Services”), you agree to pay Compono the applicable fees and taxes specific to the Compono Services. Failure to pay these fees will result in the termination of your Compono Services.

b. If you purchase a subscription, you will be charged for the full subscription period even if you cancel before the renewal date. Billing occurs on a monthly basis in arrears for the fees and taxes applicable to that monthly period. To avoid future charges, cancel before the renewal date.

2. Copyright and Intellectual Property

a. You acknowledge and agree:
   
     1. that Compono is the sole owner of the Compono and intellectual property in the Compono Products and website;
     2. that you must not, and will not, authorise or permit any other person acting on its behalf, directly or indirectly, to:

            i. Sell, resell, transfer, assign, distribute, copy, publish, transmit, distribute, create derivative works of or otherwise disseminate, exploit or make available any Compono Product or attempt to create a similar product to any Compono Product;
            ii. Do anything that would, or might, invalidate or put in dispute Compono’s title in its Intellectual Property;
            iii. Modify, reverse engineer, reproduce, decompile, invalidate, translate or disassemble any Compono Product; or
           iv. Use any Compono Products in any manner or for any purpose other than as expressly contemplated by this Agreement.

b. Where you are using Hire as a Candidate, Compono grants you a non-exclusive, royalty-free, sublicensable, revocable license whilst you are a Registered User to use Hire pursuant to Terms and use Hire and the material contained in it for your personal and non-commercial use. All other rights are expressly reserved by Compono.

c. Where You have subscribed or purchased a Compono Product, Compono grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Compono Product pursuant to these Terms and the terms of any software licence agreement or Order Form entered into. All other rights are expressly reserved by Compono. Compono is the owner of all intellectual property in Hire and the Compono Products. Nothing you do on or in relation to Hire will transfer any:

      1. business name, trading name, domain name, trade mark, industrial design,patent, registered design or copyright, or
  
     2. a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
     3. a thing, system or process that is the subject of a patent, registered design or copyright, to you.


d.     You may not, without the prior written permission of Compono and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Compono Products or third party services for any purpose, unless otherwise provided by these Terms.This prohibition does not extend to materials on Hire or Compono Products which are freely available for re-use or are in the public domain.

e. Should you broadcast, publish, upload, transmit, post or distribute User Content on Hire, you grant to Compono a non-exclusive, transferrable, perpetual, royalty-free, irrevocable, worldwide licence to broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change User Content.

f. You agree that you will not directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Application or any documentation associated with it.

3. Registered User Obligations – Candidates and Recruiters

a. By becoming a User of any Compono Product you agree:

  • i. Not to exceed the permitted number of Users for the Compono Product; 
    ii. to use the Compono Products only for purposes that are permitted under the Terms and any applicable law in the relevant jurisdiction;
    iii. to protect the confidentiality of your password and user name;
    iv. to ensure that no third party uses your registration information as it is strictly prohibited and are required to notify Compono of any such breach occurred immediately;`
    v. not to in any way or form and at anytime impersonate another user or use its registration and security information;
    vi. to ensure that any content attributable to you in any way on any Compono Product including personal information (‘User Content’) is at all times accurate, correct and up to date; 
    vii. that you have all necessary intellectual property rights to use User Content and shall indemnify theProvider for any infringement by you of third-party intellectual property rights by using User Content; 
    viii. not to harass, impersonate, stalk, threaten another user;
    ix. not to use Compono Product for any illegal and/or unauthorised use of any kind which including but not limited to collecting email addresses of Registered Users by any means for the purpose of sending unsolicited email or unauthorised framing of or linking to Hire;
    x. ensure at all times that you comply with all applicable laws relating to the collection and handling of personal information in accordance with (without limitation) the Privacy Act 1988;
    xi. that any commercial advertisements, affiliate links and any other forms of solicitation may be removed from Registered User profiles without prior notice and result in termination of your access to Compono Services with appropriate legal action taken by Compono for any illegal or unauthorised use of Services; and

b.  By becoming a User you acknowledge and accept that the Provider:

  • i. accepts no responsibility for the conduct of any User;
    ii. accepts no responsibility for any interaction between Users, whether that interaction occurs via Compono Products or otherwise (including personal communications outside of Compono Products);  
    iii. makes no warranty or representation as to the accuracy of any information provided by any User.
    iv. makes no warranty as to the character or credentials of any User; and to the extent permitted by law, is under no circumstances liable in any way for User Content.

4. Disclaimer, Limitation of Liability and Indemnity

a. The User acknowledges that the Provider is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.

b. The User agrees to indemnify the Company for any loss, damage, cost or expense that the Provider may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with the Compono Products, including any breach by the User of these Terms.

c. Notwithstanding anything to the contrary in these Terms, the Company shall indemnify, defend and hold the User indemnified from and against any third party claims which arise out of or arer elated to:
   
     1. the infringement of any third party intellectual property right by Compono, so long as such infringement has not been caused (directly or indirectly) by any unauthorised modification or other use of the Compono Products by the User; or
     2. the negligence or wilful misconductof Compono.

d. In no circumstances will the Provider be liable for any direct, incidental, consequential or indirect damages, damage to property, injury, illness, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use the Compono Products whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Provider knew or should have known of the possibility of such damage, injury, illness or business interruption of any type, whether in tort, contractor otherwise.

e. Each party’s total liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited to all amounts actually paid or payable by the User (exclusive of GST) in the six (6) month period immediately preceding the event giving rise to such liability.

f. Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, theProvider and the Provider’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Provider’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Provider’s option to:

     1. The re-supply of services or payment of the cost of re-supply of services; or
     2. The replacement or repair of goods or payment of the cost of replacement or repair.

g. The Compono suite of psychometric assessments (‘Compono Assessments’) has been developed by registered psychologists pursuant to relevant psychological theories and comparative assessments. You acknowledge that Compono Assessments are in the process of being validated and that the results should be used in the context of other organisational or recruitment information including but not limited to, performance reviews, reference checks, job interviews, skills and qualifications, behavioural testing, and other job-related information about individual candidates. Under no circumstances should any decisions concerning an individual’s placement in an organisation or developmental plan be based solely on the results of a Compono Assessment. None of the Compono Assessments are designed to make claim on predictive validity and is not designed to tell you how well a person is likely to perform on a job.

h. You acknowledge that the completion and interpretation of Compono Assessments is at your own risk. Compono assumes no liability or responsibility for any loss, damage or injury, and you release and indemnify Compono against any claim, action or demand due to any damage, loss or injury caused or contributed to by your use or completion of Compono Assessments.

i. Use of the Compono Products is at your own risk. To the extent permitted by law, the Compono Products are provided to you “as is” and “as available”. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Compono make any express or implied representation or warranty about the Compono Product or any products or services including but not limited to loss or damage you might suffer as a result of any of the following:

     1. failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
      2. the accuracy, suitability or currency of any information on the Compono Products, or any of its services related products (including third party material and advertisements);
      3. costs incurred as a result of you using the Compono Products; and
      4. the Compono Products or operation in respect to links which are provided for your convenience.

5. Software-as-a-Service

The User agrees and accepts that the Compono Products are:

a. Hosted by the Provider and shall only be installed, accessed and maintained by the Provider, accessed using the internet or other connection to the Provider’s servers and is not available ‘locally’ from the User’s systems; and

b. Managed and supported exclusively by the Provider from the Company servers and that no ‘back-end’ access to the Compono Products is available to the User unless expressly agreed in writing.

c. As a hosted and managed service, theProvider reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Compono Products.

6. Data

a. The User acknowledges that it has read and understood Compono’s Privacy Policy as set out on Compono’s website.

b. The Provider takes the security of the Compono Products and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Provider’s systems or the information on them.

c. The Provider shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.

d. The Provider stores data on servers based in Australia according to accepted industry standards. If the User requires its User Content to be stored in a different location, the Provider may charge the User a fee to do so.

e. The Provider shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes. The Provider does not warrant that it is able to backup or recover specific User Content.

f. The User acknowledges that the User Content and intellectual property rights in the User Content are owned by the User.

g. The User is responsible for the accuracy, quality and legality of the User Content. Compono takes no responsibility for the content of User Content.

h. The User grants Compono and its service providers, a non-exclusive, royalty-free licence to access and use the User Content for the purpose of providing the Compono Products and other services.

i. Compono may access, use, modify or otherwise deal with the User Content for the purposes of providing the Compono Products and other services.

j. The User:

     1. will observe all issues of legal compliance with privacy laws its own privacy policies affecting Personal Information collected from its customers and/or end-users;
     2. use, access, retain and disclose Personal Information only for internal purposes related to recruitment and employment;
     3. co-operate with Compono and comply with any requests or directors from Compono in relation to individual access, correction, deletion and marketing opt-out requests;
     4. notify Compono immediate upon becoming aware of a breach of its obligations under this clause or a complaint made by an individual in relation to Personal Information.
     5. will assist Compono with any privacy complaint it receives that is associated with the use of the Compono Products by the User.
     6. agrees to comply with reasonable data privacy and security policies and standards of Compono that may be communicated to the User in writing.
     7. The User agrees that unless otherwise agreed to by the parties in writing, the Compono Products are intended for use in the Australian market only and that Compono does not accept any liability if the User uses the Compono Products other than as intended.

7. Disclaimer of Third Party Services & Information

a. The User acknowledges that the Compono Products are dependent on third-party services, including but not limited to:
     1. Banks, credit card providers and merchant gateway providers;
     2. Telecommunications services;
     3. Hosting services;
     4. Email services; and
     5. Analytics services.

b. The User agrees that the Provider shall not be responsible or liable in any way for:
     1. Interruptions to the availability of the Compono Products due to third-party services; or
     2. Information contained on any linked third party website.

8. Exclusion of Competitors

a. If you or any other entities directly or indirectly affiliated with you in any way are in the business of providing services similar to that of Compono, then you are considered of being in competition with Compono and therefore prohibited to use or access any information or content on the Compono Products.

b. Should you use or access any information or content on the Compono Products, you will be held fully responsible by Compono for any loss sustained by Compono as a result of your actions and held accountable for all profits and other benefits obtained by your as a result of this breach.

9. Termination of Terms

a. You may terminate these Terms by providing Compono with thirty (30) days written notice of your intention to terminate to our Customer Service department, except where you have purchased Compono Services. If you have purchased Compono Services, your rights to terminate are set out in the terms and conditions relevant to your Compono Services.

b. Except where you have purchased Compono Services, Compono may at any time, terminate the Terms with you if:
     1.  you have breached any provision of the Terms or intend to breach any provision;
     2. is required to do so by law;
    3. Compono decides to no longer provide the Compono Products to Registered Users in your country of residence or country of use of the service; or
     4. the provision of the Compono Products to you by Compono is, in the opinion of Compono, no longer commercially viable.

c. Subject to local applicable laws, Compono reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Compono Products without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Compono’s name or reputation or violates the rights of those of another party.

d. Upon termination of the Terms, all of the legal rights, obligations and liabilities that you and Compono have benefited from, been subject to or which are expressed to continue indefinitely, will remain unaffected by this termination, and the provisions of this clause will continue to apply to such rights, obligations and liabilities indefinitely.

10. Dispute Resolution

a.  Should a dispute arise out of or in relation to the Terms, the parties agree not to immediately resort to Tribunal or Court proceedings in relation to the dispute, unless urgent action is required, and will attempt to resolve the dispute as provided for in this clause.

b. In case of a dispute, the party claiming it is required to provide the other party with a written notice(‘Dispute Notice’) outlining the nature of the dispute, the desired outcome and actions to be undertaken in order to reach settlement.

c. On receipt of the Dispute notice the parties must:
      1. Use their best endeavours to try and resolve the dispute within seven (7) days of the receipt of the Dispute Notice and if no resolution can be reached, the parties agree to undergo a mediation;
      2. The appointment of the mediator must be done by mutual agreement of the parties and should the parties be unable to reach such agreement the mediator is to be appointed by the president of The Queensland Law Society;
      3. The direct costs of the mediation are to be equally borne by the parties;
      4. The mediation is to be held in Brisbane, Queensland, Australia.

d. All information exchanged between the parties during and in connection with the dispute resolution process are confidential and all offers and negotiations made during the dispute resolution process is to be treated as “without prejudice”.

e. Should the parties be unable to reach settlement and resolve the dispute within twenty-eight (28) days from receipt of the Dispute Notice despite using their best endeavours to do so, the parties will be deemed to have satisfied the dispute resolution process pursuant to this clause.

f. Nothing in this clause prevents a party from obtaining urgent interlocutory relief.

11. Governing Law and Jurisdiction

This Terms are governed by and construed in accordance with the law from time to time in force in Queensland, Australia and the parties submit to the non-exclusive jurisdiction of the Courts of Queensland.

12. Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms.

13. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.

14. Assignment

You acknowledge and agree that Compono may assign or novate its rights and obligations under these Terms without your written approval.