Date: 8-4-2026
This End User Software Licence Agreement governs the Customer’s access to and use of the Software identified in the applicable Order Form.
This Agreement applies only to Software made available by DHRP on a licence or subscription basis and sets out the terms on which the Customer may access and use that Software.
This Agreement does not, of itself, govern professional services unless expressly stated in the applicable Order Form or another written agreement signed or otherwise accepted by the Parties. Implementation, configuration, customisation, migration, training, consulting, managed services, helpdesk support, and other professional or technical services are governed by separate applicable contractual terms.
By signing or electronically accepting this Agreement, accepting an Order Form that incorporates this Agreement, creating an account, or accessing, downloading, installing, activating, or using the Software, the Customer agrees to be bound by this Agreement.
This Agreement is entered into between North Atlantic Technologies Pty Ltd ABN 29 072 306 533, trading as DHRP, referred to in this Agreement as DHRP, and the customer identified in the applicable Order Form or otherwise accepting this Agreement, referred to in this Agreement as the Customer.
DHRP and the Customer are each a Party and together the Parties.
If a person accepts this Agreement on behalf of a company, partnership, government body, non-profit organisation, or other legal entity, that person represents and warrants that they have authority to bind that entity to this Agreement. In that case, Customer means that entity.
If no legal entity is identified and a person accepts this Agreement in their personal capacity, that person is the Customer for the purposes of this Agreement.
This Agreement becomes binding on the Customer on the earliest of:
By taking any of these steps, the Customer agrees to be bound by this Agreement.
If a person accepts this Agreement on behalf of the Customer, that person represents and warrants that they have authority to bind the Customer.
If the Customer does not agree to this Agreement, the Customer must not access, install, activate, download, or use the Software.
This Agreement must be read together with the applicable Order Form and any other document that is expressly incorporated into this Agreement or the applicable Order Form by clear reference.
If applicable, the contractual documents governing the Customer’s access to and use of the Software may also include the Standard Terms and Conditions, Support Terms, and any separate data processing agreement, privacy schedule, or other written privacy terms agreed between the Parties.
Only those documents expressly identified in, or incorporated by reference into, the applicable Order Form or this Agreement form part of the contractual framework between the Parties in relation to the Software and any related Services.
If there is any inconsistency between this Agreement and another applicable contractual document, the following order of precedence applies unless the relevant document expressly states otherwise:
To the extent of any inconsistency, a Privacy Policy describes DHRP’s general privacy practices and does not override any express contractual term of this Agreement, the applicable Order Form, or any separate data processing agreement, privacy schedule, or other written privacy terms agreed between the Parties.
In this Agreement, unless the context otherwise requires, the following terms have the meanings set out below:
Agreement: this End User Software Licence Agreement, together with the applicable Order Form and any other document expressly incorporated by reference in accordance with clause 4.
Authorised User: any employee, contractor, consultant, or other individual authorised by the Customer to access or use the Software on the Customer’s behalf, subject to this Agreement and the applicable Order Form.
Business Day: a day other than a Saturday, Sunday, or public holiday in Victoria, Australia.
Confidential Information: any non-public information disclosed or made available by one Party to the other in connection with this Agreement that is marked as confidential or that ought reasonably to be understood as confidential, including information relating to the Software, Documentation, pricing, security, operations, business affairs, customers, and the terms of this Agreement. It does not include information that:
Customer Data: any data, content, records, documents, or other information submitted, uploaded, entered, stored, generated, or processed by or on behalf of the Customer or its Authorised Users through the Software, excluding the Software itself, the Documentation, and DHRP’s other proprietary systems and materials.
Documentation: any user guides, manuals, technical materials, operating instructions, onboarding materials, or other documentation made available by DHRP in relation to the Software.
Fees: all licence fees, subscription fees, service fees, support fees, implementation fees, and other charges payable by the Customer under the applicable Order Form.
Intellectual Property Rights: all present and future intellectual property rights of any kind, whether registered or unregistered, including rights in copyright, trade marks, designs, patents, inventions, confidential information, trade secrets, know-how, domain names, software, and all similar proprietary rights.
Order Form: any order form, proposal, quote, subscription record, statement of work, renewal document, or other commercial document accepted by the Parties which identifies the Software, Services, Fees, Subscription Term, licence scope, or other applicable commercial terms. An invoice does not, by itself, constitute an Order Form unless it is expressly stated by DHRP and accepted by the Customer as forming part of the Parties’ binding commercial agreement.
Personal Information: information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether true or not and whether recorded in material form or not, and includes any equivalent concept under applicable privacy or data protection laws.
Privacy Policy: DHRP’s privacy policy, as updated from time to time and made available on its website or otherwise to the Customer.
Services: any implementation, configuration, customisation, migration, integration, consulting, training, support, maintenance, managed services, helpdesk, or other professional or technical services provided by DHRP, other than the licence or right to access and use the Software.
Software: the DHRP software products, modules, add-ons, portals, applications, and related functionality identified in the applicable Order Form, together with any standard updates, patches, bug fixes, maintenance releases, or replacement versions made available by DHRP under the Customer’s licence or subscription, but excluding Third-Party Components unless expressly stated otherwise in the applicable Order Form.
Standard Terms and Conditions: DHRP’s standard terms and conditions governing Services and general commercial matters to the extent made applicable in accordance with clause 4.
Subscription Term: the period during which the Customer is authorised to access and use the Software, as specified in the applicable Order Form, including any renewal term.
Support Terms: any separate support, maintenance, helpdesk, service level, or similar terms expressly made applicable to the Customer under an Order Form or other written contractual document.
Third-Party Components: any third-party software, platform, service, application, integration, connector, API, plug-in, hosting environment, or other technology not owned by DHRP that is used with, required for, or interoperates with the Software.
This Agreement applies only to the Software identified in the applicable Order Form.
The Software may include DHRP software products, modules, add-ons, portals, applications, and related solutions, including solutions used in connection with human resources, payroll, employee onboarding, recruitment, workforce management, learning management, employee self-service, vendor onboarding, compliance verification, document submission, e-signature, banking connectivity, forecasting, aged care, community care, NDIS, mental health, Dynamics 365 extensions, localisations, integrations, and other DHRP-developed software solutions.
The scope of the Software licensed or made available to the Customer, including the applicable modules, features, user limits, subscription scope, deployment scope, and Subscription Term, is determined by the applicable Order Form.
This Agreement applies only to Software and software-related functionality provided by DHRP. It does not apply to implementation, configuration, customisation, consulting, training, managed services, support, data migration, or other professional services unless those items are expressly included in the applicable Order Form or otherwise agreed in writing.
Any standard updates, patches, bug fixes, maintenance releases, enhancements, or replacement versions made available by DHRP under the Customer’s licence or subscription form part of the Software unless DHRP states otherwise in writing.
Third-Party Components do not form part of the Software licensed under this Agreement unless expressly stated otherwise in the applicable Order Form and remain subject to the applicable third-party terms.
Subject to the Customer’s compliance with this Agreement, the applicable Order Form, and payment of all applicable Fees, DHRP grants the Customer, for the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software, and to permit its Authorised Users to do so, solely for the Customer’s internal business purposes.
That right applies only to the Software identified in the applicable Order Form and only within the scope of the modules, features, user entitlements, subscription type, and other limits stated in that Order Form.
The Customer must use the Software in accordance with this Agreement, the applicable Order Form, the Documentation, and any reasonable technical, security, or access requirements notified by DHRP from time to time.
The right to access and use the Software is granted only to the Customer. Except where expressly permitted by this Agreement or the applicable Order Form, the Customer must not assign, share, transfer, or otherwise make the Software available to any affiliate, related body corporate, contractor, service provider, or other third party.
The Software is licensed, not sold. No right or licence is granted except as expressly set out in this Agreement, and all rights not expressly granted are reserved by DHRP and its licensors.
The Software may be provided on a subscription, hosted, cloud, portal, or other access basis determined by DHRP. Access to particular features or functions may depend on the Customer’s subscription level, selected modules, technical environment, and any required Third-Party Components. Third-Party Components are not licensed under this Agreement and remain subject to separate third-party terms.
Any updates, patches, bug fixes, maintenance releases, or replacement versions of the Software made available by DHRP as part of the Customer’s licence or subscription form part of the Software and are subject to this Agreement unless DHRP states otherwise in writing.
Only Authorised Users may access or use the Software, and only within the scope of the rights granted under this Agreement and the applicable Order Form.
The Customer is responsible for identifying its Authorised Users, controlling their access rights, and ensuring that their use of the Software remains limited to the Customer’s internal business purposes and the subscription scope purchased by the Customer. The Customer must promptly disable, remove, or update access where a person is no longer authorised to use the Software.
The Customer must ensure that all account information provided to DHRP is accurate, complete, and kept current.
The Customer is responsible for all acts and omissions occurring through its accounts and the accounts of its Authorised Users, whether or not expressly authorised by the Customer, except to the extent caused by DHRP’s breach of this Agreement, negligence, or other wrongful act or omission.
The Customer must keep all usernames, passwords, access credentials, authentication details, and other account security information secure and confidential and must not permit their disclosure or sharing except as expressly authorised by DHRP.
The Customer must notify DHRP promptly after becoming aware of any unauthorised access to the Software, misuse of an account or credential, or any actual or suspected security incident affecting the Software or the Customer’s accounts.
DHRP may require compliance with reasonable security procedures, access controls, identity verification measures, password standards, multi-factor authentication requirements, and account administration rules notified by DHRP from time to time.
DHRP may suspend, restrict, or disable any account or access credential where reasonably necessary to protect the security or integrity of the Software, prevent unauthorised access or misuse, respond to a breach of this Agreement, or comply with applicable law or a lawful direction of a competent authority.
Unless the applicable Order Form expressly states otherwise, each Authorised User must have a separate account, and shared user accounts are not permitted.
The creation of customer accounts, additional users, or related access rights through DHRP’s onboarding or ticketing systems does not expand the rights granted under this Agreement and remains subject to the applicable subscription scope, user limits, and commercial terms.
The Customer’s right to access and use the Software is limited to the subscription scope set out in the applicable Order Form, including any applicable licence metrics, modules, features, environments, user limits, transaction limits, entity limits, storage limits, and Subscription Term.
Unless the applicable Order Form expressly provides otherwise, the Software may be used only by the Customer, for its internal business purposes, during the Subscription Term, and within the usage limits purchased by the Customer.
The Customer must not exceed the permitted number of users, seats, accounts, entities, transactions, locations, environments, storage limits, or other agreed usage limits. The Customer must not use any module, feature, or functionality that is not included in its subscription and must not permit access to any affiliate, related entity, contractor, client, supplier, or other third party except as expressly permitted under this Agreement or the applicable Order Form.
If the Software is licensed on a named-user, concurrent-user, entity-based, transaction-based, site-based, module-based, or other limited basis, the Customer must ensure that its use remains within those limits at all times. Any expansion of use, including additional users, modules, entities, locations, environments, or other rights, requires DHRP’s prior written approval and may be subject to additional Fees and revised commercial terms.
Unless expressly agreed in writing, the right to access and use the Software does not extend to any parent company, subsidiary, affiliate, related body corporate, joint venture, or other third party and does not include any right to resell, white-label, commercialise, outsource, host, or use the Software to provide services to third parties.
DHRP may monitor the Customer’s use of the Software for the purpose of verifying compliance with the applicable subscription scope and use limits. If the Customer exceeds those limits, DHRP may require the Customer to acquire the additional rights required for its actual use, charge the applicable Fees, suspend the excess use, or treat the matter as a breach of this Agreement if it is not remedied within a reasonable period after notice.
Compliance with the applicable subscription scope and use limits is a fundamental condition of the rights granted under this Agreement.
Subject to this Agreement and the applicable Order Form, the Customer may access and use the Software during the Subscription Term solely for its internal business purposes.
The Customer may permit its Authorised Users to use the Software only to the extent necessary for the Customer’s internal operations and only in accordance with this Agreement, the applicable Order Form, and the Documentation.
The Software may be used only within the applicable subscription scope and use limits, for lawful purposes, and in a manner that does not compromise the security, integrity, availability, or operation of the Software.
The Customer may make a reasonable number of internal copies of the Documentation for its authorised use, training, administration, and compliance purposes, provided that all copyright, proprietary, and confidentiality notices are retained.
The Customer may use the Software with approved Third-Party Components where such use is supported by DHRP or otherwise authorised in writing, and where the Customer has obtained and maintains all necessary third-party rights, licences, and subscriptions.
Any use of the Software not expressly permitted by this Agreement is prohibited unless DHRP has given its prior written consent.
Except to the extent expressly permitted by this Agreement or required by applicable law, the Customer must not, and must ensure that its Authorised Users and any person acting on its behalf do not:
The Customer must not use the Software in any manner that causes, or is reasonably likely to cause, DHRP to breach any obligation owed to a third-party provider, including any provider of hosting, cloud infrastructure, software platforms, integrations, or Third-Party Components.
The Customer must not make any representation, warranty, guarantee, or commitment on behalf of DHRP in relation to the Software unless expressly authorised by DHRP in writing.
Any use of the Software outside the scope permitted by this Agreement constitutes unauthorised use and may entitle DHRP to suspend access, charge additional Fees, terminate this Agreement, or exercise any other right or remedy available under this Agreement or at law.
The Software may operate with, depend on, connect to, or interoperate with third-party platforms, software, services, hosting environments, APIs, connectors, plug-ins, infrastructure, or other external technologies, including Microsoft products and services and other third-party systems used by the Customer.
Certain features or functions of the Software may require the Customer to obtain and maintain separate third-party licences, subscriptions, accounts, permissions, access rights, or technical environments at its own cost. Unless expressly stated otherwise in the applicable Order Form, DHRP does not grant any licence or right in relation to any third-party platform, software, or service, all of which remain subject to the relevant third-party terms, policies, and licence conditions.
The Customer is responsible for procuring and maintaining all required third-party rights and services, ensuring that its use of them complies with the applicable third-party terms, and maintaining the technical compatibility and readiness of its own systems and third-party environments, except to the extent DHRP has expressly agreed otherwise in writing.
DHRP is not responsible for the availability, performance, security, legality, accuracy, or functionality of any third-party platform, product, or service, or for any act, omission, downtime, suspension, discontinuance, modification, incompatibility, pricing change, access restriction, or failure of any third-party provider. To the fullest extent permitted by law, DHRP is not liable for any loss, corruption, delay, interruption, or inaccuracy arising from the Customer’s use of, or reliance on, any third-party platform, integration, or dependency.
If the Customer enables or uses any third-party integration or dependency with the Software, the Customer authorises DHRP, to the extent reasonably necessary, to permit the relevant third-party provider or system to exchange data, transmit information, or interact with the Software for the purpose of enabling that integration or interoperability.
DHRP does not warrant that the Software will remain compatible with any third-party platform, software version, integration, API, connector, hosting environment, or other external dependency. The Customer acknowledges that changes made by third-party providers, including changes to Microsoft products, cloud services, APIs, technical requirements, or licensing models, may affect the operation, availability, or functionality of the Software, and DHRP may make reasonable changes to the Software in response.
The Customer must not use any third-party platform, integration, connector, or dependency with the Software in a manner that breaches any third-party terms, creates a security risk, interferes with the operation or integrity of the Software, or causes, or is reasonably likely to cause, DHRP to breach any obligation owed to a third-party provider.
If any third-party platform, integration, or dependency becomes unavailable, unlawful, insecure, commercially impracticable, or technically incompatible, DHRP may suspend, modify, replace, restrict, or discontinue the affected integration or related functionality on reasonable notice, or on shorter notice where reasonably necessary to protect the Software, comply with law, or respond to a third-party change.
This Agreement governs the Customer’s right to access and use the Software. It does not, by itself, oblige DHRP to provide implementation, configuration, customisation, migration, integration, onboarding assistance, training, consulting, managed services, helpdesk support, or any other professional or technical services unless those services are expressly included in the applicable Order Form or otherwise agreed in writing.
Any implementation, setup, deployment, data migration, onboarding, configuration, customisation, integration, training, project management, consulting, support, or other services provided by DHRP are separate from the rights granted under this Agreement and are governed by the applicable Order Form, Statement of Work, Support Terms, Standard Terms and Conditions, or other agreed written terms.
Unless expressly stated otherwise in writing, the right to access and use the Software does not include implementation or deployment services, configuration of the Customer’s environment, data migration or validation, custom development, integration work, testing services, change management, training, or ongoing support beyond any standard entitlement expressly included in the applicable commercial document.
The Customer is responsible for providing complete and accurate information required for onboarding, setup, and access provisioning, making timely decisions and approvals, ensuring that its systems, infrastructure, licences, and internal resources are ready for use of the Software, and confirming that the Software and any related setup are suitable for its requirements before live use, except where DHRP has expressly agreed in writing to perform formal acceptance testing or readiness sign-off activities.
Any onboarding forms, account setup tools, user creation processes, access provisioning steps, e-signature workflows, product selection tools, customer information forms, or similar administrative tools made available by DHRP are provided for customer setup and contract administration only. They do not expand the scope of the rights granted under this Agreement or create any additional service obligation unless expressly agreed in writing.
Any change requested by the Customer to the agreed implementation scope, onboarding scope, system configuration, integrations, deliverables, timeline, or services may require a separate written agreement, revised Order Form, change request, or additional Fees.
DHRP is not responsible for delays, errors, or additional work arising from incomplete, inaccurate, or late information provided by the Customer, failure by the Customer to complete required onboarding steps, issues in the Customer’s systems, data, infrastructure, or third-party environments, delays caused by third-party providers or customer-side approvals, or changes requested after the agreed scope or onboarding process has commenced, except to the extent caused by DHRP’s breach of this Agreement or its own wrongful act or omission.
The Customer acknowledges that effective use of the Software may depend on proper implementation, configuration, onboarding, and operation within its own environment. Except to the extent expressly agreed in writing, DHRP does not warrant that the Software will be fully configured, integrated, or ready for the Customer’s intended use without the Customer’s cooperation and any separately agreed services.
Unless expressly stated otherwise in the applicable Order Form or Support Terms, the rights granted under this Agreement include access only to the Software in its then-current form and to any standard updates, patches, bug fixes, maintenance releases, or replacement versions that DHRP generally makes available to customers with an active subscription for the relevant Software.
Support, maintenance, helpdesk services, consulting assistance, technical advisory services, implementation assistance, configuration assistance, training, and other service-based activities are not included in the rights granted under this Agreement unless expressly stated in the applicable Order Form, Support Terms, or another written agreement between the Parties.
Where DHRP provides support or maintenance services, those services are governed by the applicable Support Terms, service plan, service description, or other written commercial document. To the extent of any inconsistency relating to support or maintenance, the applicable Support Terms prevail.
DHRP may determine the nature, timing, frequency, and method of delivery of any updates, patches, bug fixes, enhancements, maintenance releases, or replacement versions of the Software. DHRP may issue such updates or releases to correct defects, improve functionality, performance, usability, or security, maintain compatibility with supported environments or Third-Party Components, or respond to legal, regulatory, operational, or security requirements.
The Customer acknowledges that updates and maintenance releases may alter the appearance, functionality, operation, or technical requirements of the Software, and that DHRP does not undertake to maintain all features, workflows, integrations, reports, or functions in the same form indefinitely.
Unless expressly included in the applicable commercial document, support and maintenance do not include implementation, deployment, installation, customer-specific configuration, custom development, bespoke enhancements, data migration, data correction, data recovery, integration work, training, workshops, change management, on-site services, or support for issues caused by the Customer’s systems, infrastructure, third-party products, unsupported configurations, or unauthorised modifications.
Where reasonably necessary for security, stability, legal compliance, interoperability, or continued provision of the Software, DHRP may require the Customer to install, accept, or implement updates, patches, or maintenance releases. If the Software is provided on a hosted, cloud, portal, or managed basis, DHRP may deploy updates, fixes, maintenance changes, or service improvements automatically, except where prior notice is reasonably practicable or required under the applicable Support Terms.
If the Customer does not implement or accept an update, patch, maintenance release, or replacement version made available by DHRP, DHRP may limit support, decline responsibility for resulting issues, or require the Customer to move to a supported version before further support is provided.
DHRP will use reasonable efforts to schedule planned maintenance so as to minimise unnecessary disruption, but does not warrant that the Software will be uninterrupted or available at all times. DHRP may suspend access to the Software, in whole or in part, where reasonably necessary to perform maintenance, apply updates, address security risks, prevent harm, respond to technical issues, or protect the integrity of the Software or related systems.
Any service levels, response times, availability commitments, maintenance windows, escalation procedures, or support hours apply only if expressly stated in the applicable Support Terms or other written agreement.
The Customer remains responsible for reporting issues with sufficient detail, providing reasonable cooperation where required for support, maintaining its own supported technical environment and any required Third-Party Components, and maintaining appropriate backups and business continuity arrangements unless DHRP has expressly agreed in writing to provide those services.
Nothing in this Agreement obliges DHRP to develop new features, provide customisations, continue any specific functionality indefinitely, or support any software version, environment, configuration, or Third-Party Component beyond the period DHRP considers commercially and technically reasonable.
The Customer is responsible for ensuring that the Software is used only in accordance with this Agreement, the applicable Order Form, the Documentation, and any reasonable technical or operational requirements notified by DHRP from time to time.
The Customer must provide accurate, complete, and up-to-date information for onboarding, account setup, subscription administration, billing, compliance, and ongoing use of the Software. The Customer must ensure that only Authorised Users access or use the Software, maintain the confidentiality and security of all usernames, passwords, authentication credentials, and other access details, and promptly remove or amend access rights when a person is no longer authorised to use the Software.
The Customer is responsible for ensuring that all Authorised Users comply with this Agreement and for notifying DHRP promptly of any unauthorised access, suspected misuse, security incident, or breach affecting the Software or the Customer’s accounts.
The Customer remains responsible for its own internal decisions, business processes, records, data entry, approvals, configurations, workflows, permissions, templates, and business rules. The Customer must review and verify all outputs, reports, calculations, workflows, notifications, documents, and other results generated through the Software before relying on them for any operational, financial, legal, payroll, employment, compliance, vendor, or other business purpose.
The Customer must ensure that its systems, devices, browsers, networks, infrastructure, and technical environment satisfy any minimum requirements notified by DHRP, and that it obtains and maintains all Third-Party Components, licences, subscriptions, consents, and permissions required for the proper operation of the Software in its environment.
The Customer is solely responsible for the accuracy, quality, integrity, legality, and completeness of Customer Data, and for ensuring that it has all necessary rights, consents, notices, and lawful authority to collect, use, upload, disclose, process, and store Customer Data through the Software.
The Customer must not use the Software in any manner that infringes the rights of any third party, breaches any applicable law or binding obligation, creates a security risk to the Software, DHRP, or any third-party system, or interferes with the operation, availability, or integrity of the Software.
Unless DHRP has expressly agreed otherwise in writing, the Customer is responsible for maintaining appropriate backups, internal controls, review procedures, and business continuity arrangements for its own operations and Customer Data.
The Customer must provide DHRP with such cooperation, access, information, and assistance as DHRP may reasonably require for onboarding, support, maintenance, issue resolution, compliance verification, or the performance of any agreed services. If the Customer requests any change to users, subscription scope, modules, integrations, configuration, or services, the Customer is responsible for ensuring that the request is accurate, properly authorised, and consistent with its internal requirements.
The Customer remains responsible for all use of the Software through its accounts, by its Authorised Users, or through the Customer’s systems or credentials, except to the extent caused by DHRP’s breach of this Agreement, negligence, or other wrongful act or omission.
The Customer acknowledges that the Software is a business tool and does not replace the Customer’s obligation to exercise its own judgment, carry out its own checks, and obtain professional advice where required.
As between DHRP and the Customer, the Customer retains all right, title, and interest in and to the Customer Data.
The Customer grants DHRP, for the Subscription Term and to the extent reasonably necessary, the right to access, use, host, store, process, transmit, copy, and otherwise handle Customer Data only for the purposes of:
DHRP must not use Customer Data for product improvement, analytics, benchmarking, model training, service development, or similar internal purposes in a manner that identifies the Customer, any Authorised User, or any individual, except to the extent reasonably necessary to provide the Software or any agreed Services, comply with applicable law, investigate security incidents, prevent fraud, protect rights, or enforce this Agreement.
The Customer is solely responsible for the accuracy, completeness, legality, and reliability of Customer Data and for ensuring that it has all necessary rights, permissions, consents, and lawful authority to collect, use, disclose, upload, process, and store that Customer Data through the Software. The Customer must not submit or process through the Software any Customer Data that it is not lawfully entitled to use or disclose, that infringes any third-party right, that breaches any applicable law or binding restriction, or that contains malicious code or otherwise creates a security risk.
DHRP must handle Customer Data in accordance with this Agreement, the Privacy Policy, and any applicable data processing or privacy terms agreed between the Parties. DHRP may disclose Customer Data only as authorised by the Customer, as reasonably necessary to provide the Software or agreed Services, to its personnel, contractors, hosting providers, subprocessors, and service providers who require access for those purposes and are subject to appropriate confidentiality obligations, where required by law or lawful authority, or where reasonably necessary to investigate security incidents, prevent fraud, protect rights, or enforce this Agreement. DHRP will not sell Customer Data to third parties.
The Customer acknowledges that Customer Data may be transmitted, hosted, processed, or stored through third-party platforms, cloud environments, integrations, or service providers used in connection with the Software. To the extent required for the provision of the Software, the Customer authorises DHRP to permit those third parties to access and process Customer Data on DHRP’s behalf, subject to appropriate contractual or operational safeguards.
DHRP may create and use aggregated, de-identified, or anonymised data derived from Customer Data for lawful business purposes, including analytics, service improvement, security monitoring, benchmarking, product development, and operational reporting, provided that such data does not identify the Customer, any Authorised User, or any individual.
Unless expressly agreed otherwise in writing, the Customer remains responsible for maintaining its own backups, internal records, review procedures, and business continuity arrangements in relation to Customer Data.
Upon expiry or termination of this Agreement, DHRP may retain, return, delete, archive, or de-identify Customer Data in accordance with this Agreement, the applicable Order Form, DHRP’s standard retention practices, and any legal, regulatory, contractual, or legitimate internal compliance requirements. If the Customer requests the return or export of Customer Data, DHRP may charge reasonable Fees for any non-standard extraction, transition, or assistance services.
DHRP is not responsible for any loss, corruption, deletion, delay, or failure relating to Customer Data to the extent caused by the Customer’s acts or omissions, inaccurate or incomplete Customer Data, failures in third-party systems or integrations not controlled by DHRP, the Customer’s failure to maintain required licences, access rights, backups, or system compatibility, or use of the Software contrary to this Agreement.
Nothing in this clause gives DHRP any ownership rights in Customer Data other than the limited rights expressly granted under this Agreement.
DHRP must handle Personal Information obtained through or in connection with the Software in accordance with applicable privacy and data protection laws, including, where applicable, the Privacy Act 1988 (Cth) and the Australian Privacy Principles, together with any separate data processing or privacy terms agreed between the Parties.
This Agreement does not replace the Privacy Policy. The Privacy Policy describes DHRP’s general privacy practices. Where a separate data processing agreement, privacy schedule, or other written privacy arrangement applies between the Parties, that document prevails to the extent of any inconsistency with the Privacy Policy. To the extent of any inconsistency between the Privacy Policy and this Agreement, this Agreement prevails.
Each Party is responsible for complying with the privacy and data protection laws that apply to it in connection with this Agreement. The Customer warrants that it has obtained, and will maintain, all notices, consents, authorisations, and other lawful bases required for DHRP to lawfully receive, access, use, store, disclose, process, and otherwise handle any Personal Information made available through the Software for the purposes permitted under this Agreement. The Customer must not provide, upload, transmit, or otherwise make available any Personal Information unless it is lawfully entitled to do so.
DHRP may use and disclose Personal Information only to the extent reasonably necessary to provide, operate, support, secure, maintain, and, where permitted by applicable law and any applicable data processing or privacy terms agreed between the Parties, improve the Software and any agreed Services, as authorised by the Customer, as required by law or lawful authority, or as reasonably necessary to investigate security incidents, prevent fraud, protect rights, or enforce this Agreement.
DHRP may also permit access to Personal Information by its personnel, contractors, hosting providers, subprocessors, service providers, and integration partners where such access is required for those purposes and is subject to appropriate confidentiality and data handling obligations.
DHRP must take reasonable technical and organisational measures, appropriate to the nature of the Software and the information handled by it, to protect Personal Information against misuse, interference, loss, and unauthorised access, modification, or disclosure.
The Customer acknowledges that Personal Information may be hosted, stored, transferred, or processed through third-party platforms, cloud services, integrations, or service providers used in connection with the Software, including providers located outside Australia. To the extent required for the provision of the Software, the Customer authorises DHRP to permit such handling, subject to applicable law and appropriate contractual or operational safeguards.
If either Party becomes aware of any actual data breach, unauthorised access event, or other security incident affecting Personal Information in connection with the Software, that Party must notify the other without undue delay after becoming aware of the incident, where notification is required by applicable law or is reasonably necessary for investigation, mitigation, legal compliance, or response management, and such notice must include, to the extent then known, reasonable details of the nature of the incident, the categories of Personal Information affected, the likely impact of the incident, and the mitigation or remedial steps taken or proposed.
Unless expressly agreed otherwise in writing, DHRP does not undertake to determine whether the Customer’s use of the Software satisfies the Customer’s own privacy, employment, payroll, health, aged care, or other sector-specific regulatory obligations. The Customer remains responsible for its own legal compliance in relation to the Personal Information it collects and uses through the Software.
To the extent required by applicable law, DHRP will provide access to, correction of, or deletion of Personal Information, or reasonably assist the Customer in responding to such requests, in accordance with this Agreement, the applicable Privacy Policy, any separate data processing terms, and the nature of the Software and Services agreed between the Parties.
This clause must be read together with clause 16.
As between DHRP and the Customer, DHRP and its licensors retain all right, title, and interest in and to the Software, the Documentation, all updates, upgrades, patches, bug fixes, maintenance releases, enhancements, and all related Intellectual Property Rights.
The Software is licensed, not sold. The Customer acquires no ownership right, title, or interest in the Software, the Documentation, or any related Intellectual Property Rights, and receives only the limited rights expressly granted under this Agreement. No right or licence is granted by implication, estoppel, or otherwise.
The Customer must not do, or omit to do, anything that may prejudice, impair, challenge, or be inconsistent with DHRP’s or its licensors’ ownership of the Software or any related Intellectual Property Rights.
Any trade marks, business names, logos, service marks, product names, domain names, branding, or other brand features used in connection with the Software are owned by DHRP or its licensors. The Customer must not use any such material without DHRP’s prior written consent, except to the limited extent reasonably necessary to identify the Software for the Customer’s own internal business use.
Unless otherwise agreed in writing, any customisations, configurations, templates, workflows, forms, reports, interfaces, scripts, or other materials developed by DHRP in connection with the Software or any related Services remain the property of DHRP, excluding the Customer’s pre-existing materials and Customer Data.
Nothing in this Agreement affects the Customer’s rights in Customer Data.
The Customer must promptly notify DHRP if it becomes aware of any actual or suspected infringement, misappropriation, or unauthorised use of the Software or any related Intellectual Property Rights.
The Customer may, but is not obliged to, provide DHRP with any feedback, comments, suggestions, ideas, recommendations, enhancement requests, or other input relating to the Software, Documentation, or Services, Feedback.
If the Customer provides Feedback, DHRP may use, evaluate, test, develop, modify, implement, and otherwise exploit that Feedback for any lawful purpose without restriction and without any obligation to the Customer, subject to this clause.
To the extent the Customer has any right, title, or interest in the Feedback, the Customer grants DHRP a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free licence to use and exploit that Feedback for any lawful purpose.
The Customer must not provide any Feedback that includes Personal Information, third-party confidential information that it is not entitled to disclose, or any material that infringes the rights of a third party.
Nothing in this clause transfers ownership of the Customer’s Confidential Information or Customer Data to DHRP. If any Feedback contains Confidential Information or Customer Data, DHRP must continue to handle that material in accordance with this Agreement.
DHRP is under no obligation to implement, develop, release, or respond to any Feedback, and no Feedback gives rise to any commitment or future delivery obligation.
The Customer must pay all Fees specified in the applicable Order Form.
Unless the applicable Order Form states otherwise, all Fees are stated in Australian Dollars and are exclusive of GST and any other applicable taxes, duties, levies, or governmental charges. The Customer must pay all such amounts in addition to the Fees, except taxes imposed on DHRP’s net income.
Fees may include subscription or licence fees, implementation or onboarding fees, support or maintenance fees, training, consulting, configuration, integration, renewal fees, and any additional charges arising from expanded use, excess usage, or approved change requests.
The timing, frequency, and method of billing will be as set out in the applicable Order Form. Unless otherwise stated, invoices are due and payable within thirty (30) days from the invoice date.
The Customer must pay all undisputed amounts in full, without set-off, counterclaim, deduction, or withholding, except where required by law. If the Customer disputes an invoice in good faith, it must notify DHRP in writing before the due date, setting out reasonable details of the dispute. The Customer must nevertheless pay any undisputed portion by the due date.
Unless expressly agreed otherwise in writing, all Fees are non-cancellable and non-refundable once committed for the applicable term, and early termination, non-use, partial use, or reduced use of the Software does not relieve the Customer of its obligation to pay Fees already accrued or committed for that term, except to the extent this Agreement expressly provides otherwise or as required by law.
DHRP may adjust Fees for any renewal term by giving prior written notice before the renewal takes effect. Any revised Fees will apply from the start of the relevant renewal term.
If the Customer fails to pay any amount when due, DHRP may, after giving written notice and a reasonable opportunity to remedy the default, charge interest on the overdue amount at the rate specified in the applicable Order Form or, if no rate is specified, at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic), suspend access to the Software in whole or in part, suspend any related Services or support, refuse to activate, renew, expand, or continue access to the Software or any related module, feature, or service, recover the overdue amount together with any reasonable recovery costs permitted by law, or terminate this Agreement or the applicable subscription in accordance with clause 23.
If access to the Software is suspended for non-payment, the Customer remains liable for all Fees accrued up to the date of suspension and any continuing Fees payable for the committed Subscription Term. To the fullest extent permitted by law, DHRP is not responsible for any loss, delay, interruption, or inconvenience arising from that suspension. Restoration of access may be made conditional upon full payment of all overdue amounts and compliance with any reasonable reactivation requirements.
Where the Customer requests additional users, modules, entities, locations, environments, storage, transactions, Services, or other expansion of scope, DHRP may charge additional Fees at its then-current rates or as otherwise agreed in writing.
The Customer must keep its billing details, payment details, and billing contact information accurate and up to date throughout the Subscription Term.
No failure or delay by DHRP in exercising any right arising from late payment or non-payment constitutes a waiver of that right.
DHRP may suspend the Customer’s access to the Software, in whole or in part, immediately or on notice, where reasonably necessary to address non-payment, unauthorised access, misuse, or breach of this Agreement, to protect the security, integrity, availability, or lawful operation of the Software or any related system, to investigate or respond to any suspected security incident, fraud, unlawful activity, or regulatory issue, to carry out maintenance, updates, repairs, emergency work, or technical changes, to comply with applicable law, court order, regulatory requirement, or lawful direction of a competent authority, to address any material risk arising from the Customer’s use of the Software, any Third-Party Component, or the Customer’s technical environment, or to give effect to expiry, non-renewal, or termination of the applicable Subscription term.
Where reasonably practicable, DHRP will give prior notice of any suspension and the reason for it. Prior notice is not required where immediate suspension is reasonably necessary to protect the Software, comply with law, respond to a security or technical risk, or prevent ongoing breach or harm.
DHRP may suspend access to all or any part of the Software, including particular users, accounts, modules, functions, integrations, environments, or related services, to the extent reasonably necessary in the circumstances.
During any period of suspension, the Customer’s right to access and use the affected part of the Software is temporarily withdrawn. DHRP may also suspend related Services, support, maintenance, onboarding, integrations, or administrative functions to the extent connected with the reason for suspension. Unless the suspension results from DHRP’s breach of this Agreement, negligence, or other wrongful act or omission, the Customer remains liable for all Fees accrued or payable during the applicable Subscription Term.
DHRP will use reasonable efforts to restore access once the cause of suspension has been remedied to DHRP’s reasonable satisfaction, including payment of overdue amounts, correction of the relevant breach, removal of any material security or technical risk, completion of required maintenance or remedial work, or confirmation of compliance with applicable legal or operational requirements.
To the fullest extent permitted by law, DHRP is not liable for any loss, delay, interruption, or inconvenience arising from any suspension effected in accordance with this Agreement.
A suspension under this clause does not limit any other right or remedy available to DHRP under this Agreement, the applicable Order Form, or at law.
This Agreement commences in accordance with clause 3 and continues for the applicable Subscription Term unless earlier terminated in accordance with this Agreement.
The initial Subscription Term for the Software is the period specified in the applicable Order Form.
Unless the applicable Order Form expressly states otherwise, the Subscription Term renews automatically for successive renewal terms of the same duration as the initial Subscription Term unless either Party gives the other at least thirty (30) days’ prior written notice of non-renewal before the expiry of the then-current Subscription Term.
Any renewal is subject to the Customer’s continued compliance with this Agreement, payment of all applicable Fees, and any revised Fees, scope, modules, user limits, or other commercial terms notified or agreed before the renewal takes effect.
DHRP may decline renewal, or offer renewal on revised commercial terms, where reasonably necessary due to changes in its product offering, licensing model, support model, business operations, applicable law, regulatory requirements, third-party platform requirements, technical dependencies, the Customer’s material breach of this Agreement, repeated payment default, or the discontinuation, replacement, or material change of the Software or relevant product line.
If the Parties agree to renew on updated terms, the renewed Subscription Term will be governed by the applicable renewal document together with this Agreement and any other relevant contractual terms.
If the Subscription Term is not renewed, the Customer’s right to access and use the Software ends on expiry of the then-current Subscription Term unless otherwise agreed in writing.
Renewal does not, of itself, expand the scope of the rights granted under this Agreement or add any modules, users, entities, locations, features, Services, support entitlements, or implementation work unless expressly stated in the applicable renewal document.
Where the Software is provided on a month-to-month, usage-based, or rolling subscription basis, the term and renewal arrangements set out in the applicable Order Form will apply.
Either Party may terminate this Agreement, or the applicable Subscription Term, by written notice if the other Party commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days after receiving written notice requiring it to do so.
DHRP may terminate this Agreement, or the applicable Subscription Term, immediately by written notice if the Customer:
DHRP may also terminate this Agreement, or the applicable Subscription Term, if any third-party platform, dependency, licence, or service essential to the operation of the Software is withdrawn, restricted, discontinued, or changed in a manner that makes continued provision of the Software unlawful, impossible, or not reasonably commercially practicable despite DHRP having taken reasonable steps to avoid or mitigate that result.
The Customer may terminate this Agreement, or the applicable Subscription Term, by written notice if DHRP commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days after receiving written notice requiring it to do so, or if DHRP becomes subject to an insolvency event that materially affects its ability to provide the Software, other than as part of a genuine solvent restructuring.
Unless expressly stated otherwise in the applicable Order Form, the Customer has no right to terminate for convenience during a committed Subscription Term. If DHRP agrees in writing to an early termination for convenience, the Customer remains liable for all Fees accrued up to the effective date of termination and any other amounts payable under the applicable Order Form, except as expressly agreed otherwise in writing.
Termination of this Agreement, or of an applicable Subscription Term, terminates the Customer’s and its Authorised Users’ right to access and use the relevant Software, unless DHRP expressly agrees otherwise in writing.
Termination of one Order Form, subscription, module, or Software product does not of itself terminate any other Order Form, subscription, module, Software product, or separate service arrangement between the Parties, unless the relevant document expressly provides otherwise or the nature of the breach makes separation unreasonable.
DHRP may elect to suspend access under clause 21 instead of terminating immediately where it reasonably considers suspension to be a proportionate response.
Any termination under this clause is without prejudice to any other rights or remedies available under this Agreement, the applicable Order Form, or at law.
On expiry or termination of this Agreement, or of the applicable Subscription Term, the Customer’s right, and the right of its Authorised Users, to access and use the relevant Software ends immediately, unless DHRP expressly agrees otherwise in writing.
Upon expiry or termination, the Customer must immediately:
Expiry or termination does not relieve the Customer of any obligation to pay amounts accrued before that date, including any committed Fees payable for the relevant Subscription Term, unless otherwise expressly stated in the applicable Order Form, expressly agreed in writing, or required by law.
On expiry or termination, DHRP may disable the Customer’s accounts, credentials, and access to the Software, deactivate or restrict related modules, integrations, environments, or services, remove or disconnect access to any hosted or managed environment used in connection with the Software, and take any other reasonable step necessary to secure the Software, DHRP systems, and any related service environment.
If the Customer requests the return or export of Customer Data, DHRP must, subject to payment of all undisputed amounts due, make Customer Data available for export in a standard format reasonably determined by DHRP during the thirty (30) day period following the effective date of expiry or termination, unless a different period is expressly stated in the applicable Order Form. DHRP may charge reasonable Fees only for any non-standard extraction, transition, migration, or assistance services requested by the Customer.
Unless otherwise required by law, the applicable Order Form, or any separate data processing or privacy terms agreed between the Parties, DHRP may delete or de-identify Customer Data after the expiry of that thirty (30) day export period. DHRP may retain Customer Data only to the extent required for legal, regulatory, contractual, audit, security, backup, archival, fraud-prevention, or internal compliance purposes, and any retained Customer Data remains subject to this Agreement for so long as it is retained.
Upon request, each Party must return or securely destroy the other Party’s Confidential Information in its possession or control, except to the extent retention is required by law, regulation, court order, audit or professional record-keeping requirements, for backup, archival, security, or disaster recovery systems maintained in the ordinary course, or for the exercise or defence of legal rights. Any retained Confidential Information remains subject to the confidentiality obligations in this Agreement.
Expiry or termination does not affect any accrued rights, remedies, claims, or liabilities of either Party arising before the effective date of expiry or termination.
Any provision which by its nature is intended to survive expiry or termination survives, including those relating to accrued payment obligations, Customer Data, Privacy and Data Protection, Intellectual Property Rights, Feedback and Suggestions, Warranty Disclaimer, Limitation of Liability, Indemnity, Confidentiality, Compliance with Laws, Governing Law and Dispute Resolution, and General Provisions.
Expiry or termination does not of itself oblige DHRP to provide transition assistance, migration support, data export services beyond the export obligation expressly set out in this clause, continued hosting, or post-termination support unless expressly agreed in writing and, where applicable, subject to additional Fees.
DHRP warrants that it has the right to enter into this Agreement and to grant the rights expressly granted under it.
DHRP further warrants that, during the applicable Subscription Term, the Software will perform in all material respects in accordance with the applicable Documentation when used in accordance with this Agreement, the applicable Order Form, and any reasonable operating instructions provided by DHRP. Where Services are expressly included in the applicable Order Form, DHRP warrants that those Services will be performed with due care, skill, and diligence by suitably qualified personnel.
These warranties do not apply to any issue, defect, error, failure, or non-conformity arising from:
If the Customer believes that DHRP has breached a warranty under this clause, the Customer must notify DHRP in writing within a reasonable time after becoming aware of the issue and provide reasonable details and cooperation to enable DHRP to investigate it.
If DHRP confirms a breach of warranty under this clause, DHRP’s sole obligation, and the Customer’s exclusive remedy, will be, at DHRP’s option, to:
The Customer warrants that it has full power and authority to enter into this Agreement, will use the Software in accordance with this Agreement and all applicable laws, has obtained and will maintain all rights, consents, permissions, and lawful authority necessary for the collection, use, disclosure, and processing of Customer Data through the Software, and will not provide any data, material, or instruction to DHRP that infringes any third-party right or breaches any applicable law.
Except for the express warranties set out in this clause, and to the extent permitted by law, all other warranties are excluded and addressed in clause 26.
Except for the express warranties set out in clause 25, and to the fullest extent permitted by law, the Software, Documentation, and any related Services are provided on an “as is” and “as available” basis.
To the fullest extent permitted by law, DHRP excludes all representations, warranties, guarantees, conditions, and other terms, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of acceptable quality, fitness for a particular purpose, title, non-infringement, accuracy, compatibility, uninterrupted availability, security, or error-free operation.
Without limiting the foregoing, DHRP does not warrant that the Software will meet the Customer’s particular requirements or intended outcomes, operate without interruption, delay, error, or defect, remain compatible with all third-party platforms, systems, devices, browsers, configurations, or integrations, or continue to include any particular feature, function, report, workflow, integration, or output in any particular form.
DHRP does not warrant that all defects, errors, or issues will be identified, corrected, or capable of correction, or that any output, report, calculation, alert, workflow, document, or result generated through the Software will be complete, accurate, or suitable for the Customer’s legal, payroll, employment, tax, finance, compliance, operational, or business requirements without the Customer’s own review and verification.
To the fullest extent permitted by law, and except to the extent caused by DHRP’s breach of this Agreement, negligence, or other wrongful act or omission, DHRP is not responsible for any issue, failure, loss, delay, inaccuracy, or unavailability arising from the Customer’s systems, infrastructure, devices, browsers, networks, or technical environment, any Third-Party Components or third-party service providers, the Customer’s configuration choices, workflows, permissions, templates, or internal processes, inaccurate, incomplete, corrupted, delayed, or unlawfully obtained Customer Data, unauthorised modifications or unsupported integrations, or any planned maintenance, emergency maintenance, update, patch, security measure, or lawful change made by DHRP or required by a third-party provider.
Any information, guidance, recommendations, reports, templates, or assistance provided by DHRP in connection with the Software is general in nature unless expressly stated otherwise in writing and does not constitute legal, accounting, tax, employment, regulatory, or other professional advice. The Customer remains responsible for obtaining its own professional advice where required.
Nothing in this Agreement excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy that cannot lawfully be excluded, restricted, or modified under applicable law. To the extent the law permits DHRP to limit any such guarantee, condition, warranty, right, or remedy, DHRP’s liability is limited to the maximum extent permitted by law and is subject to clause 27.
To the fullest extent permitted by law, DHRP’s total aggregate liability arising out of or in connection with this Agreement, the Software, or any related Services, whether in contract, tort, negligence, statute, equity, or otherwise, will not exceed the total Fees paid or payable by the Customer to DHRP under the applicable Order Form for the Software and any directly related Services during the twelve (12) months immediately preceding the event giving rise to the claim.
To the fullest extent permitted by law, DHRP will not be liable to the Customer, any Authorised User, or any third party for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss or corruption of data, business interruption, or any indirect, consequential, incidental, special, exemplary, or punitive loss or damage, whether or not DHRP was advised of the possibility of such loss.
The limitations and exclusions in this clause apply to the fullest extent permitted by law and regardless of the legal basis of the claim.
Nothing in this Agreement excludes, restricts, or limits any liability that cannot lawfully be excluded or limited, including any rights or remedies that cannot lawfully be excluded under applicable law.
To the extent that any law implies a guarantee, condition, warranty, right, or remedy into this Agreement which cannot be excluded, but permits DHRP to limit its liability, DHRP’s liability is limited, at DHRP’s option and to the maximum extent permitted by law, to:
Nothing in this clause limits the Customer’s liability for payment obligations, indemnity obligations, breach of confidentiality, breach of clause 18, fraud, wilful misconduct, or any unlawful act.
The Customer acknowledges that the Fees reflect the allocation of risk under this Agreement and that DHRP has entered into this Agreement in reliance on the limitations and exclusions set out in this clause.
The Customer indemnifies DHRP, its related bodies corporate, and their respective directors, officers, employees, contractors, agents, and representatives against any loss, liability, damage, claim, demand, action, proceeding, judgment, settlement, penalty, fine, cost, or expense, including reasonable legal costs, arising out of or in connection with:
This indemnity does not apply to the extent that the relevant claim, loss, or liability was caused by DHRP’s breach of this Agreement, negligence, wilful misconduct, unlawful act, or handling of Customer Data outside the scope authorised by this Agreement, or by DHRP’s failure to follow the Customer’s lawful written instructions where DHRP was expressly required to do so under a separate written agreement.
DHRP must notify the Customer reasonably promptly after becoming aware of any claim to which this clause may apply, provide reasonable information and cooperation in relation to that claim, and take reasonable steps to mitigate the relevant loss where legally and commercially appropriate.
The Customer may conduct the defence of any claim covered by this clause, provided that DHRP may participate in the defence with its own advisers at its own cost, the Customer keeps DHRP reasonably informed of the progress of the matter, and the Customer does not admit liability on behalf of DHRP, agree to any settlement affecting DHRP, or impose any obligation on DHRP without DHRP’s prior written consent, not to be unreasonably withheld or delayed.
If the Customer fails to assume or conduct the defence of a claim within a reasonable time after request by DHRP, DHRP may defend or settle the claim itself, and the Customer must reimburse DHRP for all reasonable costs and amounts incurred to the extent the claim is covered by this clause.
The rights and remedies in this clause are in addition to any other rights or remedies available to DHRP under this Agreement or at law.
Each Party may receive or have access to Confidential Information of the other Party in connection with this Agreement, the Software, and any related Services.
Each receiving Party must keep the disclosing Party’s Confidential Information confidential, use it only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement, and protect it using at least reasonable care and, in any event, no less than the degree of care it uses to protect its own confidential information of a similar nature.
A receiving Party may disclose Confidential Information only to its employees, officers, contractors, professional advisers, auditors, insurers, related bodies corporate, hosting providers, subprocessors, and service providers who have a need to know that information for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set out in this Agreement, whether by contract, professional duty, or law.
A receiving Party may also disclose Confidential Information to the extent required by law, court order, regulatory requirement, stock exchange rule, or lawful direction of a competent authority, provided that, where legally permitted and reasonably practicable, it gives the disclosing Party prompt notice before disclosure so that the disclosing Party may seek protective relief or take other appropriate steps.
A receiving Party must not use the disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement, disclose it to a competitor of the disclosing Party without prior written consent, or copy, reproduce, or distribute it except to the extent reasonably necessary for the purposes permitted under this Agreement.
The obligations in this clause do not apply to information which the receiving Party can demonstrate:
Each Party must promptly notify the other if it becomes aware of any unauthorised access to, use of, or disclosure of the other Party’s Confidential Information and must provide reasonable cooperation in relation to containment, investigation, and remediation.
On expiry or termination of this Agreement, or earlier on reasonable written request, each Party must return or securely destroy the other Party’s Confidential Information in its possession or control, except to the extent retention is required by law, regulation, court order, audit or professional record-keeping requirements, backup or archival systems maintained in the ordinary course, or for the exercise or defence of legal rights. Any retained Confidential Information remains subject to this clause.
Each Party acknowledges that unauthorised use or disclosure of Confidential Information may cause harm for which damages may not be an adequate remedy, and that the disclosing Party may therefore seek injunctive or other equitable relief in addition to any other rights or remedies available under this Agreement or at law.
The terms of this Agreement, pricing, commercial arrangements, product information, security information, technical information, the Documentation, and all other non-public information relating to the Software or either Party’s business are Confidential Information unless the context clearly requires otherwise.
This clause survives expiry or termination of this Agreement.
Each Party must comply with all applicable laws, regulations, regulatory requirements, and lawful directions of competent authorities in connection with this Agreement, the Software, and any related Services.
The Customer must ensure that its access to and use of the Software, and the access to and use of the Software by its Authorised Users, comply with all applicable laws and regulations, including those relating to privacy and data protection, employment, payroll, workplace, taxation, superannuation, accounting, record-keeping, electronic communications, electronic records, e-signatures, anti-bribery, anti-fraud, anti-money laundering, sanctions, export controls, and any sector-specific requirements relevant to the Customer’s business.
The Customer is solely responsible for ensuring that the manner in which it configures, operates, and uses the Software, and the manner in which it uses any output, report, workflow, record, calculation, document, or functionality generated through the Software, is legally compliant for its own business, operations, workforce, and regulatory environment.
DHRP does not warrant that use of the Software will, of itself, ensure the Customer’s compliance with any law, regulation, award, standard, policy, or regulatory obligation. The Customer remains responsible for its own legal and regulatory compliance, for determining whether the Software is suitable for its intended use, and for obtaining its own legal, accounting, taxation, payroll, employment, or other professional advice where required.
The Customer must not use the Software in breach of any applicable law or regulation, to process or store data unlawfully, to engage in fraudulent, misleading, deceptive, unlawful, or harmful conduct, or in any manner that causes, or is reasonably likely to cause, DHRP to breach any applicable law, regulation, or binding obligation owed to a third party.
The Customer must obtain and maintain all licences, approvals, registrations, authorisations, consents, notices, and permissions required for its lawful use of the Software and for any data, records, communications, documents, or transactions processed through the Software.
DHRP may suspend access to the Software or take any other reasonable step permitted under this Agreement if it reasonably believes that the Customer’s use of the Software breaches any applicable law or regulatory requirement, exposes DHRP, the Software, any third-party provider, or any other customer to material legal or regulatory risk, or requires immediate action to prevent ongoing non-compliance or harm.
Each Party must promptly notify the other if it becomes aware of any actual or suspected legal or regulatory issue that materially affects this Agreement, the lawful use or provision of the Software, the handling of Customer Data or Personal Information, or the continued performance of its obligations under this Agreement.
Nothing in this clause requires DHRP to monitor the Customer’s internal compliance, business operations, or regulatory obligations, except to the extent expressly agreed in writing.
DHRP may, on reasonable notice, verify the Customer’s compliance with this Agreement, including compliance with the applicable subscription scope, licence metrics, user limits, module limits, access rights, and other permitted use restrictions.
Any such verification may be carried out by reviewing account records, subscription records, user records, system access records, usage data, billing records, and other information reasonably relevant to the Customer’s use of the Software, by requiring the Customer to provide a written compliance certification signed by an authorised representative, by using reasonable technical or administrative means within the Software to measure or verify usage, or, where reasonably necessary, by conducting a remote review or an on-site review during normal business hours.
DHRP must exercise its rights under this clause reasonably and proportionately and must use reasonable efforts to minimise unnecessary disruption to the Customer’s business operations. Unless DHRP reasonably suspects material non-compliance, it will not conduct a formal audit or usage verification more than once in any twelve-month period for the same Software subscription.
The Customer must keep complete and accurate records sufficient to demonstrate its compliance with this Agreement and must provide DHRP with such cooperation, access, information, and assistance as DHRP may reasonably require for the purposes of any audit or usage verification.
If any audit or usage verification shows that the Customer has exceeded the permitted subscription scope or otherwise used the Software beyond the rights granted under this Agreement, DHRP may charge the additional Fees that would have been payable for that use, require the Customer to acquire the additional licences, modules, capacity, or other rights required for its actual use, require the Customer to reduce its use so that it falls within the permitted scope, recover the reasonable costs of the audit where the non-compliance is material, and exercise any other right or remedy available under this Agreement or at law.
If any audit or usage verification identifies non-compliance, the Customer must promptly remedy that non-compliance and pay any additional Fees properly due within the period stated in DHRP’s notice.
Any information obtained by DHRP under this clause must be treated as the Customer’s Confidential Information, except to the extent disclosure is required by law or reasonably necessary to enforce this Agreement.
Nothing in this clause limits DHRP’s right to use automated or system-based usage monitoring in the ordinary course of providing the Software for operational, security, billing, support, analytics, or compliance purposes.
Any notice, request, demand, consent, approval, or other communication given under or in connection with this Agreement must be in writing.
A notice may be given by email to the relevant email address notified by the receiving Party for contractual or legal notices, through any customer portal, account interface, or other DHRP system designated for account or contract administration, or by any other method expressly agreed in writing between the Parties.
Notices to DHRP must be sent to the contact details specified in the applicable Order Form or, if none are specified, to support@dhrp.com.au or such other address as DHRP notifies for legal or contractual notices.
Notices to the Customer must be sent to the email address or other contact details last notified by the Customer to DHRP in its account records, onboarding records, Order Form, billing details, or other applicable records.
A notice sent by email is taken to be received when it leaves the sender’s information system, unless the sender receives an automated message indicating delivery failure. If sent outside normal business hours at the place of receipt, it is taken to be received at 9.00 am on the next Business Day in that place. A notice sent through a designated portal, account interface, or DHRP system is taken to be received when it becomes available to the receiving Party through that system.
Each Party must keep its contact and notice details current. A Party that fails to do so remains bound by any notice validly sent to its last notified contact details.
Nothing in this clause prevents DHRP from sending operational, administrative, billing, security, support, renewal, maintenance, service, or product-related communications through ordinary business channels. Those communications will be effective according to their content and purpose even if they do not constitute formal notice under this clause.
This Agreement is governed by the laws of Victoria, Australia, and the laws of the Commonwealth of Australia applicable in Victoria.
Subject to this clause, the Parties submit to the exclusive jurisdiction of the courts of Victoria, Australia, and the courts of the Commonwealth of Australia sitting in Victoria, in relation to any dispute, controversy, claim, or proceeding arising out of or in connection with this Agreement, the Software, or any related Services.
Before commencing proceedings, a Party claiming that a dispute has arisen must give written notice to the other Party setting out the nature of the dispute in reasonable detail. The Parties must then use reasonable efforts, acting in good faith, to resolve the dispute through discussions between authorised representatives within twenty (20) Business Days after that notice is given, or within any other period agreed in writing.
Nothing in this clause prevents either Party from commencing proceedings at any time to seek urgent interlocutory, injunctive, or equitable relief, to recover undisputed Fees, to address unauthorised use of the Software, breach of confidentiality, misuse of Intellectual Property Rights, data security issues, or any matter in which delay may cause immediate harm, or where proceedings are necessary to avoid the expiry of a limitation period.
Each Party must continue to perform its obligations under this Agreement, to the extent reasonably possible, while any dispute is being resolved.
Unless otherwise agreed in writing or ordered by a court, each Party must bear its own costs in relation to any dispute.
Entire Agreement. This Agreement, together with the applicable Order Form and any other document expressly incorporated by reference in accordance with clause 4, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, proposals, representations, negotiations, understandings, and agreements relating to that subject matter.
Amendment. No amendment or variation of this Agreement is effective unless it is in writing and accepted by both Parties, except where this Agreement expressly permits DHRP to update operational, technical, support, security, or administrative requirements from time to time. Any such update applies only to the extent permitted by law and consistently with the contractual framework between the Parties.
Waiver. A failure or delay by either Party to exercise any right or remedy under this Agreement does not operate as a waiver. A waiver is effective only if it is in writing and applies only to the specific matter for which it is given.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, it will be read down to the minimum extent necessary to make it valid and enforceable. If that is not possible, it will be severed, and the remainder of this Agreement will continue in full force and effect.
Assignment and Subcontracting. The Customer must not assign, novate, transfer, subcontract, or otherwise deal with any of its rights or obligations under this Agreement without DHRP’s prior written consent. DHRP may assign, novate, transfer, or otherwise deal with this Agreement as part of a corporate restructure, sale of business, merger, acquisition, or transfer of the relevant Software or business operations. DHRP may subcontract the performance of any part of its obligations under this Agreement, provided that DHRP remains responsible for the performance of those obligations to the extent required by this Agreement.
Relationship of the Parties. The Parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, employment, or other similar relationship between them. Neither Party has authority to bind the other except as expressly agreed in writing.
No Third-Party Rights. This Agreement is for the benefit of the Parties only. Unless expressly stated otherwise, no person other than a Party has any right to enforce any provision of this Agreement.
Further Assurances. Each Party must do all things and execute all documents reasonably necessary to give full effect to this Agreement and the transactions contemplated by it.
Interpretation. In this Agreement, headings are for convenience only and do not affect interpretation. The words including, include, and similar expressions are not words of limitation. A reference to a person includes any individual, company, body corporate, partnership, trust, association, government authority, or other legal entity. A reference to a statute or law includes any amendment, consolidation, replacement, or re-enactment of it. The singular includes the plural and vice versa.
Electronic Signatures and Counterparts. This Agreement, any Order Form, and any related document may be executed, accepted, and stored electronically. An electronic signature, click acceptance, digital acknowledgement, or other electronic method intended to authenticate a Party’s agreement has the same effect as a handwritten signature to the extent permitted by law. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument.
Survival. Any provision which by its nature is intended to survive expiry or termination survives, including provisions relating to accrued payment obligations, Customer Data, Privacy and Data Protection, Intellectual Property Rights, Feedback and Suggestions, Warranty Disclaimer, Limitation of Liability, Indemnity, Confidentiality, Compliance with Laws, Governing Law and Dispute Resolution, and this clause 34.
Publicity. Unless expressly agreed otherwise in writing, neither Party may issue a press release or make any public statement referring to the other Party or this Agreement without the other Party’s prior written consent, except where disclosure is required by law or the rules of a recognised exchange.
Force Majeure. Neither Party is liable for any delay or failure to perform an obligation under this Agreement, other than an obligation to pay money, to the extent that the delay or failure is caused by an event beyond that Party’s reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, epidemic, pandemic, government action, interruption to utilities, telecommunications failure, or failure of third-party hosting or infrastructure providers. The affected Party must notify the other Party as soon as reasonably practicable and use reasonable efforts to mitigate the effects of the event.
The specific Software, modules, features, subscription type, licence scope, user limits, implementation scope, support entitlements, Fees, billing terms, Subscription Term, renewal terms, and any product-specific conditions applicable to the Customer will be set out in the applicable Order Form.
Each Order Form forms part of this Agreement and must be read together with it.
An Order Form applies only to the specific Software or Services identified in it and does not amend this Agreement generally unless it expressly states that it does so.
DHRP may offer different Software products, modules, add-ons, service plans, support levels, or subscription packages under separate Order Forms. Each such Order Form applies only to the specific Software or Services identified in it.
No Software, Service, feature, module, support entitlement, or commercial commitment is binding on DHRP unless it is expressly stated in an Order Form or another binding written agreement accepted by DHRP.
For the avoidance of doubt, marketing materials, website content, product descriptions, demonstrations, quotations not accepted by DHRP, and pre-contract discussions do not create binding rights to access or use the Software, service obligations, or commercial commitments unless expressly incorporated into an accepted Order Form or other binding written agreement.
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You consent to the processing of your
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You consent to the processing of your
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You consent to the processing of your
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Terms of use.
You consent to the processing of your
personal data by clicking on the button.
Terms of use.
You consent to the processing of your
personal data by clicking on the button.
Terms of use.
You consent to the processing of your
personal data by clicking on the button.
Terms of use.
You consent to the processing of your
personal data by clicking on the button.
Terms of use.
You consent to the processing of your
personal data by clicking on the button.
Terms of use.
