Workplace Central Pty Ltd and its related entities (collectively, ‘Workplace Central’, ‘we’, ‘our’ or ‘us’) are committed to providing a secure and reliable online Service.
By accessing or using all or any portion of the Service provided by Workplace Central, you accept all the terms and conditions of this Agreement. You agree that this Agreement is to be read in conjunction with any other written agreement between you and Workplace Central, and is enforceable like any written negotiated agreement signed by you. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.
Workplace Central reserves the right to revise these terms and conditions or any part of them from time to time. This Agreement, as amended from time to time, is between you and Workplace Central of 108 Grigor St, Caloundra, Queensland, Australia.
The terms and conditions of this Agreement apply to any and all use of the Service by you, and you agree to be bound by these terms and conditions regardless of the type of use of the Service by you.
Who are Workplace Central’s related entities?
- Forum A Pty Ltd ATF the Forum A Trust;
- Forum B Pty Ltd ATF the Forum B Trust;
- Forum C Pty Ltd ATF the Forum C Trust;
- Lofa Pty Ltd ATF the Builda Trust;
- Lofa Pty Ltd ATF the Civ Trust;
- Lofa Pty Ltd ATF the Hospitalitya Trust;
- Lofa Pty Ltd ATF the Retaila Trust;
- Lofa Pty Ltd ATF the Transpa Trust; and
- Workplace Central Consulting Pty Ltd.
Workplace Central will provide the client and its authorised users with access to online Service. Subject to the client’s compliance with its obligations under this Agreement, Workplace Central hereby grants the client a non-exclusive license to:
- access and execute timesheets and other payroll related functions on Workplace Central’s application server over the Internet;
- use the documentation related to this application or the other components of the Service;
- transmit and store data related to the client’s use of the application to and from Workplace Central’s application server over the Internet; and
- access and use Workplace Central’s user interface on its website.
Acceptable Use Policy
Neither you nor those that access the Service through you may use the Service:
- to violate the rights of others;
- to use the Service to try to gain unauthorised access to or disrupt any service, data, account or network by any means;
- to falsify any protocol or email header information (e.g. “spoofing”);
- to spam or distribute malware;
- in a way that could harm the Service or impair anyone else’s use of it; or
- for any high risk use (where failure or fault of the Service could lead to death or serious bodily injury of any person, or to severe physical or environmental damage).
Use and Access
Subject to the restrictions on use in this Agreement, the client will have access to the Service for its intended purpose and in accordance with the specifications as described in any documentation relating to the Service or Software provided by Workplace Central. Such use and access will be continuous on a twenty four (24) hour a day, seven (7) day a week basis except for interruptions by reason of maintenance or downtime beyond Workplace Central’s reasonable control.
The client will use the Service only for its own business operations and will not permit the Service to be used by or for the benefit of anyone other than the client and its employees and clients. The client will not:
- modify, translate, reverse engineer, decompile or create derivative works based upon the software;
- transmit or share identification or password codes to persons other than authorised users;
- permit the identification or password codes to be cached in proxy servers and accessed by individuals who are not authorised users; or
- permit access to the Service through a single identification or password code being made available to multiple users on a network.
The client agrees that its use of the Service will be in a manner consistent with this Agreement and with all applicable laws and regulations, including without limitation, all intellectual property, copyright, trademark, patent, trade secret and export control laws. Workplace Central expressly reserves all rights.
The client also agrees that its use of the Service will be in a manner consistent with those laws prohibiting the use of telecommunications facilities to transmit illegal, obscene, threatening, harassing, or other offensive messages. The client acknowledges that Workplace Central is not responsible for any use or misuse of the Service by the client or its clients, employees or contractors. In particular, the client will not, nor shall it permit or assist others to, abuse or fraudulently use the Service.
You may not access the Service if you are a direct competitor of Workplace Central, except with Workplace Central’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
The client will be responsible for all equipment and software required for the client to access the Internet including, without limitation, a web browser compatible with the Workplace Central Service.
Payment for Service
The client will pay Workplace Central the fee as advised and within the terms agreed upon in any other agreement between the user and Workplace Central. This may be amended from time to time and will be evidenced on the tax invoice from Workplace Central to the client. All other conditions of other agreements related to payment will be upheld.
Any waiver by Workplace Central of strict compliance with this clause does not constitute an amendment to this or any other agreement, nor does it constitute a waiver of the client’s requirement to pay monies to Workplace Central pursuant to this Agreement.
Should the client select a Service from Workplace Central and such Service is chargeable, the client shall pay all fees or charges accruing to your account in accordance with the fees, charges, and invoicing terms in effect at the time a fee or charge is due and payable.
Ownership of Intellectual Property
Title to any and all proprietary rights in the Service components including, without limitation, the Software, Workplace Central’s web site and user interface will remain in and be the exclusive property of Workplace Central.
Confidentiality and Privacy
The client acknowledges that the Software, other Service components and other data and software on Workplace Centrals’ application server embodies logic, design and coding methodology that constitute valuable confidential information that is proprietary to Workplace Central. The client will safeguard the right to access the Service, the Software and other software installed on Workplace Centrals’ application server using a reasonable standard of care.
Subject to Workplace Centrals’ license to use Anonymous Data, all data or information pertaining to a specific client and transmitted to or from or stored on Workplace Centrals’ application server in connection with the performance of this Agreement will be held as confidential by Workplace Central and will not, without the prior written consent of the client, be disclosed or be used for any purposes other than the performance of this Agreement. Workplace Central will safeguard the confidentiality of such data or information using a reasonable standard of care. This obligation does not apply to data or information that:
- is or becomes, through no act or failure to act on the part of Workplace Central, generally known or available to the public;
- is known by Workplace Central at the time of receiving such information as evidenced by its written records;
- is hereafter furnished to Workplace Central by a third party, as a matter of right and without restriction on disclosure;
- is independently developed by Workplace Central as evidenced by its written and dated records and without any breach of this Agreement; or
- is the subject of a written permission to disclose provided by the client.
Notwithstanding the forgoing, disclosure of data or information will not be precluded if such disclosure:
- is in response to a valid order of a court or other governmental body of Australia;
- is otherwise required by law; or
- is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.
Warranty and Disclaimer
Workplace Central warrants the Service will be provided in conformity with generally prevailing industry standards. The client must report any material deficiencies in the Service to Workplace Central in writing within thirty (30) days of the client’s discovery of the defect. The client’s exclusive remedy for the breach of the above warranty will be for Workplace Central to use commercially reasonable efforts to provide the Service in accordance with this Agreement.
To the maximum extent permitted by law, this warranty is exclusive of all other warranties and Workplace Central expressly disclaims all other warranties.
Workplace Central makes no representation, warranty or guarantee as to the reliability, timeliness, suitability, or completeness of the Service or any component. Workplace Central does not warrant that:
- the use of the Service will be secure, timely, uninterrupted or error free or operate in combination with any other hardware, service, system or data;
- the Service will meet your requirements or expectations;
- any stored data will be accurate or reliable;
- the quality of any information obtained by you through the Service will meet your requirements or expectations;
- errors or defects will be corrected; or
- the Service or the communication facilities, including the Internet, are free from viruses or are secure from interruption or interception or corruption by third parties.
Limitation of Liability
To the maximum extent permitted by applicable law, except for Workplace Centrals’ wilful misconduct or gross negligence, Workplace Central hereby excludes for itself and its suppliers any liability in excess of the fees paid by the client to Workplace Central, howsoever caused. Workplace Central shall not be liable for any incidental, consequential, indirect, special, exemplary or punitive damages of any kind, or for loss of revenue or profits, loss of business, loss of information or data, of other financial loss or personal injury arising out of or in connection with the maintenance, use, performance, failure or interruption of the Service.
Indemnity of License
The client agrees to indemnify and hold harmless Workplace Central, it’s affiliates, officers, directors, employees, agents and representatives from any claims, proceedings, actions or demands which may be brought against Workplace Central or another of the indemnified parties and agree to indemnify Workplace Central and the other indemnified parties from any and all losses, damages, liabilities and costs and expenses, real or perceived that occur or that Workplace Central may suffer, sustain or incur as a result of the client’s use of the Service or the client’s breaches of this Agreement.
Neither party may assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement (other than the right to receive payments) without the other party’s prior written consent, except that Workplace Central may assign this Agreement, without consent, in connection with a sale of Workplace Centrals’ business or assets. This Agreement will inure to the benefit of, and be binding upon the parties.
If a dispute arises out of or relating to this Agreement, the parties agree that before having recourse to arbitration or litigation the dispute must be referred to mediation.
If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control. Lack of funds does not entitle a party to claim force majeure.
Workplace Central may amend this Agreement by giving you 30 days notice of the proposed amendments, which notice may be provided by e-mail. Workplace Central may periodically amend this Agreement, as contemplated above, for any purpose including, without limitation, changing fees or charges for use of the Service or restricting the amount of data you can store on the Service or to implement a charge for data storage or for data storage in excess of certain amounts.