Terms and Conditions
Last updated: 20/09/2024
1 Overview
1.1 This Software Subscription Agreement and each applicable Order (collectively, the Terms) governs the access or use by you of Services made available by Shift Lineup Pty Ltd (Urhere). To the extent there is any inconsistency between this Software Subscription Agreement and an Order, the terms of the Order will take priority over this Software Subscription Agreement.
1.2 When we say ‘you’ or ‘your’ in the Terms we are referring to any person that uses or accesses the Services, including an individual employee or a business that uses or accesses the Services.
1.3 By using or receiving any Services, including using any websites provided as part of the Services, and downloading, installing or using any associated software or applications supplied by Urhere to enable you to use the Services, you expressly acknowledge and agree to be bound by the Terms and the Urhere Privacy Policy, and any future amendments and additions to the Terms or Privacy Policy as published from time to time at this location or through the Services.
1.4 Urhere reserves the right to modify the Terms at any time, effective upon posting of an updated version of the Terms at this location or on the Services. If Urhere materially changes the Terms, Urhere shall provide you with reasonable advance notice except in urgent situations such as preventing ongoing abuse of the Services or responding to legal requirements. You are responsible for regularly reviewing the Terms. Continued use of the Services after any such changes shall constitute your consent to such changes. If the change to the Terms is unacceptable to you, you may stop using the Services or terminate the Services by notifying Urhere in writing.
2 Grant of Licence
2.1.1 Subject to the Terms, Urhere hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence for you and your Authorised Users to use the Services in the Territory in connection with your internal business purposes.
2.1.2 All rights not expressly granted to you are reserved by Urhere and its licensors.
3 Monthly Subscription
3.1.1 You must pay Urhere all fees described in an Order for each Site monthly in advance during the Term, unless otherwise specified in an Order.
3.1.2 Unless otherwise specified in an Order, all fees are payable in Australian Dollars and are exclusive of goods and services tax or any relevant local sales taxes for which you shall be responsible.
4 Term and Termination
4.1 Term
4.1.1 The term of this Software Subscription Agreement shall commence on the Start Date set out in the first Order entered into between the parties and shall continue until all Orders expire or until terminated in accordance with the Terms, whichever happens first (Term).
4.1.2 Unless otherwise specified in an Order, your subscription for the Services shall automatically renew at the end of the subscription term set out in that Order for successive 1 month periods unless you terminate the Order in accordance with the Terms.
4.2 Termination for convenience
Without affecting any other right or remedy available to it, either party may terminate an Order or this Software Subscription Agreement on giving not less than one month’s written notice to the other party. If you terminate under this clause 4.2 you must still pay all relevant subscription fees up to and including the day of termination.
4.3 Termination for Breach
Without affecting any other right or remedy available to it, either party may terminate this Software Subscription Agreement or an individual Order (as applicable) with immediate effect by giving written notice to the other party if:
4.3.1 the other party fails to pay any undisputed amount due under the Terms on the due date for payment and remains in default for not less than 14 days after being notified in writing to make such a payment;
4.3.2 the other party commits a material breach of any other term of the Terms and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
4.3.3 the other party repeatedly breaches any of the Terms in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the Terms.
4.4 Effect of Termination
4.4.1 Termination of this Software Subscription Agreement shall result in termination of all ongoing Orders however termination of a single Order shall not result in termination of this Software Subscription Agreement or any other ongoing Orders.
4.4.2 Upon any termination, Urhere may delete any stored User Content unless otherwise agreed in writing with you.
4.4.3 Clauses 5, 6, 7, 9, 10 and 13 of this Software Subscription Agreement survive any expiration or termination of this Software Subscription Agreement.
5 Licence Use and Restrictions
5.1 Registration
5.1.1 To use the Services, you must submit an Order. An Order requires you to submit to Urhere certain personal information, such as your name, and mobile phone number. Urhere may require you to provide documents or information for proof of identity purposes. If you do not provide such documents or information, Urhere may not be able to provide the Services to you.
5.1.2 By submitting an Order, you agree that Urhere may send you text messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text messages from Urhere at any time by sending an email to support@urhere.com.au indicating that you no longer wish to receive such messages, along with the phone number of the mobile device receiving the messages. You acknowledge that opting out of receiving text messages may impact your use of the Services.
5.1.3 You agree to submit accurate, complete, truthful and up-to-date information in your Order. Your failure to maintain accurate, complete, truthful and up-to-date information in your subscription may result in your inability to access and use the Services or Urhere’s termination of the Terms with you.
5.1.4 You are responsible for all activity that occurs under your registration (including activity by Authorised Users) as though it was your own activity and you must ensure that all Authorised Users comply with all your obligations under the Terms.
5.2 Licence Use
5.2.1 You agree that you must and must ensure that your Authorised Users:
5.2.1.1 only use the Services for lawful purposes;
5.2.1.2 not use the Services to cause nuisance, annoyance or inconvenience;
5.2.1.3 not impair the proper operation of the network;
5.2.1.4 not try to harm the Services in any way whatsoever;
5.2.1.5 not copy, or distribute the Services or other content without the written permission of Urhere; and
5.2.1.6 only access the Services using authorized means
5.2.2 You agree that you must not and must ensure that your Authorised Users do not:
5.2.2.1 license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way;
5.2.2.2 modify or make derivative works based upon the Service;
5.2.2.3 reverse engineer or access the Services in order to:
a. build a competitive product or service;
b. build a product using similar ideas, features, functions or graphics of the Services, or
c. copy any ideas, features, functions or graphics of the Service;
5.2.2.4 launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services;
5.2.2.5 send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
5.2.2.6 provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Urhere in its sole discretion, whether or not such material may be protected by law;
5.2.2.7 send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
5.2.2.8 interfere with or disrupt the integrity or performance of the Services or the data contained therein; or
5.2.2.9 attempt to gain unauthorized access to the Services or its related systems or networks;
5.2.3 When using the Services you agree to comply with all applicable laws and to obtain your own professional advice before using the Services where required.
5.2.4 It is your responsibility to check to ensure you download the correct version of the Services for your device. Urhere is not liable if you do not have a compatible handset or if you have downloaded the wrong version of the Services for your handset. Urhere reserves the right to suspend your access to the Services if you use the Services with an incompatible or unauthorised device.
6 Privacy
6.1 Compliance with Privacy Act
You warrant that:
6.1.1 you comply with and continue to comply with the Privacy Act and all other applicable privacy laws; and
6.1.2 you shall not provide any Sensitive Information to Urhere unless that information is necessary for Urhere to perform its obligations under the Terms and unless you have obtained all necessary consents required under the Privacy Act on behalf of you and Urhere to enable Urhere to lawfully use and/or store the Sensitive Information and perform its obligations in accordance with the Terms.
6.2 Indemnity
6.2.1 Except to the extent caused or contributed to by the negligent act or omission, wilful misconduct or breach of the Terms by Urhere, you indemnify and agree to hold Urhere its officers, directors, employees and agents harmless from and against any and all claims, demands, damages, losses, liabilities and expenses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by Urhere arising out of or in connection with any breach or threatened breach by you of your obligations in this clause 6.
7 Intellectual Property Ownership
7.1 Urhere content
7.1.1 You acknowledge and agree that Urhere owns all right, title and interest, including all related intellectual property rights, in and to the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services.
7.1.2 You acknowledge and agree that the Terms do not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by Urhere. Urhere’s name, Urhere’s logo, and the product names associated with the Services are the intellectual property of Urhere, and no right or license is granted to use them.
7.2 Your content
Any User Content provided by you remains your property. You grant to Urhere a non-exclusive licence to use, copy, transmit, store, analyse and back up all User Content for the purpose of:
7.2.1 enabling you to use the Services;
7.2.2 allowing Urhere to improve, develop and protect the Services
7.2.3 Urhere creating new services
7.2.4 communicating with you about your subscription
7.2.5 sending you information that Urhere believes may be of interest to you
7.2.6 disclosing to third party service providers and partners to enable and support the purposes above.
7.3 Usage Data
Urhere has the right to collect and analyse data and other information relating to the access, use and performance of the Services (Usage Data) and Urhere is free (during and after the Term) to use Usage Data in de-identified and aggregated form to maintain, improve and enhance Urhere’s products or services. Examples of Usage Data include technical logs, metadata, telemetry data and usage information about User Content, such as how many times it is accessed. For clarity, Usage Data excludes User Content itself.
8 Third Party Dealings
8.1.1 Urhere does not endorse any sites on the Internet that are linked through the Services, and in no event shall Urhere or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers.
8.1.2 Urhere provides the Services to you pursuant to the Terms. You recognize, however, that certain third party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and Urhere disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.
8.1.3 You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Services.
9 Representations and Warranties
By using the Services, you expressly represent and warrant that:
9.1.1 you are legally entitled to enter the Terms;
9.1.2 you have the right, authority and capacity to enter into the Terms and to abide by the Terms;
9.1.3 you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Urhere the license to the User Content referred to above; and
9.1.4 neither the User Content nor your submission, uploading, publishing of, or otherwise making available, such User Content nor Urhere’s use of the User Content as permitted under the Terms infringes, misappropriates or violates a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or results in the violation of any applicable law or regulation.
10 Liability and Indemnity
10.1 Indemnity
You indemnify and agree to hold Urhere its officers, directors, employees and agents harmless from and against any and all claims, demands, damages, losses, liabilities and expenses and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred by Urhere arising out of or in connection with:
10.1.1 your or your Authorised Users’ use of the Services or services or goods obtained through your use of the Services;
10.1.2 your or your Authorised Users’ violation of any rights of any third party;
10.1.3 Urhere’s use of User Content; or
10.1.4 your or your Authorised Users’ use or misuse of the Services,
except to the extent the claim, demand, damage, loss, liability or expense is caused by Urhere.
10.2 Disclaimers
10.2.1 The Services are provided to you strictly on an “as is” and “as available” basis.
10.2.2 To the maximum extent permitted by law, Urhere makes no representation, warranty, or guarantee as to the merchantability, fitness for a particular purpose, accuracy, completeness, reliability, safety, timeliness, quality, suitability or availability of the Services or any services or goods requested through the use of the Services, or any content contained in the Services or that the Services shall be uninterrupted or error-free. Any reliance you place on the Services or the content contained within the Services is therefore strictly at your own risk.
10.2.3 Where there are any non-excludable warranties, guarantees or other rights provided by law (including under the Australian Consumer Law), these still apply and the Terms do not exclude, restrict or modify them. Urhere’s liability for breach of any such non-excludable warranty, guarantee or other right is limited to (at Urhere’s option) either replacing or paying the cost of replacing the relevant service (unless the law requires otherwise).
10.3 Limitation of Liability
10.3.1 In no event shall Urhere or you be liable for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including personal injury, property damage, loss of data, loss of revenue, loss of profits, loss of goodwill, loss of customers, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, loss of use or loss of any other economic advantage related to, in connection with, or otherwise resulting from any use of the Services), even if either Urhere or you has been advised of the possibility of such damages.
10.3.2 Urhere’s total aggregate liability to you in any circumstances for any loss or damage or injury arising out of or in connection with the Services including any breach by Urhere of the Terms, however arising, under any indemnity, in tort (including negligence), under any statute, custom, law or on any other basis, is limited to the total amount you paid to Urhere in the 3 months immediately preceding the date on which the claim giving rise to the liability arose.
10.4 Professional Advice
10.4.1 No part of the Services is intended to provide you with professional advice. Urhere may provide you with information that it thinks is helpful, provide you with tools to assist with compliance or configure the Software to apply Urhere’s interpretation of certain Australian modern awards and similar requirements from other jurisdictions. These should not be seen as a substitute for professional advice, and Urhere shall not be liable for your use of the information, tools or Services in that way. You are responsible for complying with the laws and other requirements that apply to your business and you should obtain separate professional advice where required.
10.5 Availability
10.5.1 Urhere’s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. To the maximum extent permitted by law, Urhere is not responsible for any delays, delivery failures, or other damage you or your Authorised Users incur as a result of such problems.
10.5.2 Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you are responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates to them. Urhere does not guarantee that the Services, or any portion of the Services, will function on any particular hardware or devices.
10.6Third Party IP Rights
10.6.1 Urhere warrants to the best of its knowledge at the date of these Terms that the Services will not infringe the intellectual property rights of any third party.
10.6.2 Urhere’s liability for breach of the warranty in clause 10.6.1 is limited, at Urhere’s option to:
10.6.2.1 modifying the Services to remove any infringement;
10.6.2.2 obtaining a licence from the third party for you to continue using the Services; or
10.6.2.3 refunding the licence fee referred to in clause 3.1.1.
11 Notice
Urhere may give notice by sending an email to the email address you have provided to us or by SMS to the mobile number provided in your account.
You may give notice to Urhere by written communication either to Urhere’s address at: Urhere Pty Ltd, Suite 18, 2-6 Chaplin Drive, LANE COVE WEST, NSW 2066 addressed to the attention of: Chief Executive Officer or via email support@urhere.com.au.
12 Assignment
The Terms may not be assigned by you without the prior written approval of Urhere but may be assigned without your consent by Urhere to a parent or subsidiary, an acquirer of assets or a successor by merger.
13 General
13.1.1 The Terms are governed by and construed in accordance with the laws in force in New South Wales, Australia and each party submits to the exclusive jurisdiction of the state and federal courts located in New South Wales, Australia.
13.1.2 No joint venture, partnership, employment, or agency relationship exists between you and Urhere as a result of the Terms or use of the Services.
13.1.3 Neither you nor Urhere shall be liable for, or be considered to be in breach of or default under the Terms on account of, any delay or failure to perform as required by the Terms (other than payment obligations) as a result of any cause or condition beyond such party’s reasonable control, including if a governmental authority with proper jurisdiction prohibits a party from performing its obligations under the Terms. If a party fails to perform its obligations as a result of such cause or condition for a period of more than 30 days, then the other party may terminate the Terms upon written notice, without liability.
13.1.4 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall be enforced to the fullest extent under law. The failure of Urhere to enforce any right or provision in the Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Urhere in writing.
13.1.5 The Terms comprise the entire agreement between you and Urhere in relation to their subject matter and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties.
Acceptance and Execution
By clicking “I accept”, downloading our mobile applications, starting a trial to our software or beginning a subscription you expressly acknowledge that you have read, understood, and agree to be bound by the Terms and that you are legally competent to enter into this Agreement with Urhere.
Definitions
The following capitalised terms have the meanings set out below:
Authorised User means employees, contractors and other persons associated with you who access or use the Services through your account.
Order means an ordering document or online order that is entered into between you and Urhere and specifies, among other things, details relating to the number of Sites and includes an order for a free trial of the Services.
Privacy Act means the Privacy Act 1988 (Cth) as amended from time to time.
Sensitive Information has the meaning given to that term in the Privacy Act.
Services means the Urhere offering identified in an Order, which may include but is not limited to applications, websites, software, content, products and any updates, enhancements or improvements to such offerings.
Site means the location / venue / premises from which you carry out your business as set out in the Order / Subscription and as notified to Urhere from time to time.
Start Date means the date set out in an Order for the commencement of your subscription to the Services and for the avoidance of doubt, includes the commencement of a free trial of the Services.
Term has the meaning given to it in clause 4.1.1.
Territory means worldwide with the exception of jurisdictions whose laws do not permit engaging in business with Urhere or use of the Services.
User Content means all content, information, data and materials developed and owned by you and made available to Urhere by you for use in connection with the Services.
