These Terms of Use ("terms and conditions") set out the agreement between you and Refari Pty Ltd regarding your use of our online platforms and services. By accessing or using our services or online platforms, you acknowledge that your use is governed by these terms.
Section 1
1. General
1.1
Refari Pty Ltd (ACN 623 616 606) (Refari or our or we) is in the business of facilitating referrals and job applications of Candidates both directly and from Third Party Referrers to Recruitment Entities in the recruitment process, and provides related recruitment-marketing software, widgets, job boards, candidate-marketing tools, website design, build and hosting, and associated services via software and other technological means (Services).
1.2
These terms of use (these "Terms") apply to your interactions with Refari in connection with its website, social media accounts, applications, software, widgets and other technological means (Online Platforms).
1.3
You must be at least 16 years old to access or use the Online Platforms. If you are aged 16 or 17, you confirm that you have the consent of your parent or guardian to use the Online Platforms and to provide your personal information to us. The Online Platforms are not intended for, and must not be used by, anyone under 16 years of age.
1.4
Your access to and use of the Online Platforms, including your acceptance of Services through the Online Platforms, is subject to these Terms.
1.5
The Terms also apply to Services supplied by means other than the Online Platforms, including by telephone, in person or other means, unless otherwise agreed in writing.
1.6
These Terms apply to Users, in addition to other agreements which may be in place between Refari and such other parties. Some parts of these Terms will apply only to Candidates, Third Party Referrers and/or Recruitment Entities and will be identified as such.
1.7
By accessing or using the Services or Online Platforms, including where no separate signed agreement exists, you acknowledge and agree that your use is governed by these Terms. If you do not agree to these Terms, you must not use the Services or Online Platforms.
Section 2
2. Disclaimer
The information contained in the Online Platforms is provided in good faith on an “as is” basis. Refari does not represent or warrant to the reliability, accuracy or completeness of the information contained on the Online Platforms. To the extent permitted by law, Refari is not responsible or liable for any Liabilities (direct, indirect or consequential losses and damages) arising in any way (including without limitation negligence) for errors in, or omissions from, the information in the Online Platforms.
Section 3
3. Intellectual Property and Confidentiality
3.1
You:
3.1.1
acknowledge that the copyright in the Online Platforms, the software, design, text and graphics comprised in the Online Platforms, the selection and layout of the Online Platforms and the content and materials on the Online Platforms (together, the Material) are owned by or licensed to us;
3.1.2
must not modify, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, distribute in any way, or communicate to the public any of the Material, without our prior written consent; and
3.1.3
must not frame or embed in another website any of the material appearing on the Online Platforms without our prior written consent.
3.2
You may:
3.2.1
store a reproduction of the content on this Online Platforms on your local computer for the sole purpose of viewing the content and Materials; and
3.2.2
print hard copies of the content and Materials for the sole purpose of viewing the content and Materials, but not for any other use, including commercial use.
3.3
The Online Platforms, the Services and any ancillary materials or documents owned or used by Refari in connection with the provision of the Services and promotion of its business contain registered trademarks which are protected by law together with other branding, images, content, software, workflows, business processes and configurations which constitute the intellectual property and Confidential Information of Refari. You must not use any of the marks or trademarks appearing on the Online Platforms or any of our Confidential Information or our name or the names of our related bodies corporate or any of our intellectual property without our prior written consent. All such Confidential Information must not be disclosed to any third party nor used for any purpose other than the ordinary receipt of Services in accordance with these Terms.
3.4
Licence to use Online Platforms
3.4.1
Subject to your continued compliance with these Terms and payment of all applicable Fees, Refari grants you a limited, revocable, non-transferable and non-sublicensable licence to access and use the Online Platforms and Services solely for your internal business purposes.
3.4.2
Except as expressly permitted in these Terms or in a separate written agreement with Refari, no right, title or interest in or to the Online Platforms, the Services or the Materials is transferred to you.
3.4.3
Without limiting any other provision of these Terms, you have no right to obtain, use or exploit the source code, underlying databases, data models, schema, business logic, workflows or other non-public technical or operational details of the Online Platforms or Services.
3.4.4
For an individual User who is not a Client (a Candidate, Third Party Referrer or Hiring Manager), the licence in clause 3.4.1 is instead a personal, non-exclusive, revocable licence to use the Online Platforms to seek roles, make or manage referrals, or review candidates as applicable, and is not conditional on payment of Fees or limited to internal business purposes.
3.5
Prohibition on re-implementation and derivative platforms
3.5.1
You must not, and must not permit any third party (including any software developer, contractor, consultant, AI development platform, low-code platform or no-code platform) to use the Online Platforms, the Services, the Materials, or your access to them, as a template, blueprint or specification to design, develop, operate or commercialise any product or service that competes with the Online Platforms or Services or that is substantially similar to or reproduces the look, feel, user interface, widgets, job boards, referral systems, workflows or functional capabilities of the Online Platforms or Services.
3.5.2
You must not create, commission, procure or assist in the creation of any derivative works or re-implementations of any Refari widgets, job boards, referral systems, career portals, interview or video modules, candidate marketing features or other functional components of the Online Platforms, whether by copying, adapting or modifying Refari code, designs or configurations, or by using screenshots, screen recordings, videos, written descriptions or any other capture of the Online Platforms as a specification or reference for a third party or AI tool.
3.5.3
The prohibitions in this clause continue to apply after termination of your access to the Online Platforms or Services, to the extent permitted by law.
3.6
Attribution and Refari branding – Unless you have subscribed to Refari’s White-Label Plan (or another plan or written agreement that expressly includes white-labelling), the Online Platforms, including your job board, widgets and emails sent by Refari, display Refari branding and attribution (for example, a “Powered by Refari” notice). You must not remove, obscure, alter or interfere with that branding or attribution. Refari branding and attribution may be removed only by subscribing to the White-Label Plan or an equivalent arrangement agreed with Refari in writing.
3.7
User content – You retain ownership of the content you submit through the Online Platforms (such as applications, resumes, referral details, profiles, reviews and testimonials). You grant Refari and, where relevant, the applicable Client a non-exclusive, royalty-free, revocable licence to host, store, process, reproduce and display that content to the extent necessary to provide the Services. Refari will only publish a testimonial, review, name, likeness or quote publicly where you have consented to that use, and you may withdraw that consent at any time (which will apply prospectively). To the extent your content includes material in which others hold rights, you confirm you are authorised to submit it for these purposes.
3.8
Client examples in documentation and marketing
3.8.1
Purpose – Refari maintains public support documentation and marketing materials that show how the Online Platforms and Services work in practice. Real examples, drawn from actual Client websites, configurations and resolved support requests, are clearer and more useful than fabricated ones. This clause sets out what Refari may use for that purpose and the protections that apply.
3.8.2
Licence to use Client examples – The Client grants Refari a non-exclusive, royalty-free, worldwide licence to capture, reproduce, adapt and display the following in Refari’s support articles, help documentation, training materials, product announcements, case studies and marketing materials:
(a)
screenshots, screen recordings and other captures of the Client’s public-facing websites, job boards, widgets and other deployments of the Online Platforms, including the Client’s name, branding and logo as they appear in those deployments;
(b)
descriptions of support requests, questions, issues or configuration matters raised by or affecting the Client, including the steps taken to investigate and resolve them; and
(c)
screenshots and recordings of the screens, settings and workflows within the Client’s account that illustrate those steps.
3.8.3
What Refari will not publish – In exercising the licence in clause 3.8.2, Refari will:
(a)
remove, redact or replace with placeholder data the personal information of any individual, including any Candidate, Third Party Referrer, Hiring Manager or member of the Client’s staff, before publication, except for information the Client has itself already published (such as Team Profiles displayed on the Client’s website);
(b)
not disclose the identity of, or any information about, the Client’s own clients, customers or Candidates;
(c)
not disclose the Client’s non-public commercial information, including Fees, invoices, credit balances, contract terms or pricing;
(d)
not disclose credentials, security settings or any other information that could compromise the security of the Client’s account; and
(e)
describe or paraphrase support correspondence rather than reproduce it verbatim, except where the reproduced portion contains no personal or confidential information.
3.8.4
Factual use only – Use under this clause is limited to factually presenting the Client as a user of the Services and illustrating how the Services operate or how a matter was resolved. It does not state or imply that the Client endorses Refari. Nothing in this clause transfers any ownership of the Client’s branding or content to Refari, and testimonials, reviews, quotes and likenesses remain governed by clause 3.7 and always require consent. Nothing in this clause permits the handling of personal information other than in accordance with the Privacy Policy.
3.8.5
Opt-out and removal – A Client may opt out of identifying use under this clause at any time by written notice to support@refari.co. On receipt, Refari will not create new materials that identify that Client and will, within 30 days, remove or de-identify that Client’s name, branding and other identifying details from materials under Refari’s control. An opt-out applies prospectively, does not extend to copies already distributed, cached or archived by third parties, and does not require Refari to withdraw examples that do not identify the Client.
Section 4
4. Viruses
4.1
Refari does not claim that any information (including any files) obtained from or through the Online Platforms is free from viruses or other faults or defects.
4.2
You are responsible for scanning any information for viruses.
4.3
To the extent permitted by law, you agree that Refari has no responsibility or liability to you or any other person for any loss or damage (whether direct, indirect, consequential or economic), regardless of cause, negligence or otherwise, which may be the direct or indirect result of any such information.
4.4
If Refari is found to be liable this will be limited to the cost of supplying the information again.
4.5
Clause 4 is subject to clause 12, including clauses 12.1 and 12.6, and nothing in clause 4 excludes or limits any liability that cannot lawfully be excluded.
Section 5
5. Compliance with These Terms and Conditions
5.1
You agree to be bound by, and comply with, these Terms by:
5.1.1
using the Online Platforms;
5.1.2
completing your registration through the Online Platforms as a Candidate, Third Party Referrer or Recruitment Entity; and/or
5.1.3
obtaining or ordering Services from us using the Online Platforms or by any other method of sale.
Section 6
6. DNS Management and Record Handling
Refari now offers two distinct web hosting services: Refari Shared Web Hosting and Refari Dedicated Web Hosting. Each comes with specific features and DNS management protocols to best suit our clients’ needs.
6.1
Client Responsibility for DNS Records (Shared Web Hosting) As a value-added service, Refari offers DNS/SPF/DKIM record management for our website clients. This service is designed to facilitate seamless integration with various online platforms and tools. For clients opting for Refari Shared Web Hosting, it is mandatory that their DNS records are on Refari’s DNS management system to ensure optimal performance, enhanced security of the shared servers, and to enable seamless infrastructure upgrades. However, DNS/SPF/DKIM record management is provided at Refari’s discretion and may be withdrawn or modified. In the event that Refari decides to withdraw this service, clients will be provided with delegate access to manage their DNS records themselves, or they can appoint a third-party IT company to have delegate access.
6.2
DNS Management (Dedicated Web Hosting) Clients choosing Refari Dedicated Web Hosting have the flexibility to manage their DNS records independently or opt for Refari’s management services for enhanced security and performance.
6.3
Self-Management and Third-Party Access For Dedicated Web Hosting clients, Refari offers the option for self-management of DNS records or delegate access to third parties. For Shared Web Hosting, DNS management is exclusively handled by Refari, although delegate access may be granted upon client request.
6.4
Changes and Notifications To request any changes to your DNS records, please log a ticket through support@refari.co with your requested changes in plain text format.
Section 7
7. Changes to These Terms and Conditions
7.1
We may update these Terms from time to time. The version that applies to you is the current version published on our website, as varied under this clause 7.
7.2
Changes and notice. We may make non-material changes (such as clarifications or administrative updates) at any time, effective when published. For any material change (including one that increases your obligations or reduces your rights) we will give you at least 30 days’ notice before it takes effect, by email and/or in-platform notice, and the change will apply prospectively only from the end of that period. By continuing to use the Online Platforms or Services after a change takes effect you accept the updated Terms; if you do not accept a material change you must stop using the Services before it takes effect, and a Client who has prepaid may terminate the affected Services for a pro-rata refund of unused prepaid Fees (Go Live, setup and onboarding fees excepted), as in clause 7.3. We may make a change effective immediately, with notice as soon as practicable, only where required by law or to address a security risk.
7.3
Refari may modify, suspend, or discontinue a Service with reasonable notice where practicable. If Refari permanently discontinues a prepaid Service for convenience and cannot provide a substantially equivalent replacement for the remainder of the prepaid term, the Client is entitled to a pro rata refund of the unused prepaid service fees only. Go Live, setup and onboarding fees are non-refundable. This clause applies subject to law and clause 10.11.
Section 8
8. Registration
8.1
You must complete the registration process through the Online Platforms before you can use the Online Platforms or Services. Any personal information that you give us will be held and used by us in accordance with our Privacy Policy contained on our website.
Section 9
9. User Obligations
9.1
You covenant and warrant that:
9.1.1
All information and data provided by you to us through the Online Platforms (including as part of the registration process) or otherwise is true, accurate, complete, and up to date.
9.1.2
You have and will comply with all relevant laws relating to your use of the Online Platforms and your receipt of the Services.
9.1.3
You will ensure that your LoginID and password used to access the Online Platforms and the details of your account are kept in a safe and secure manner.
9.1.4
You will promptly notify us if you are or become aware that there is or has been an unauthorised use of your LoginID and password or account, or any other security breach relating to your account.
9.1.5
You will promptly advise us of any changes to your information provided to us as part of the customer registration process.
9.1.6
You are responsible for any costs associated with your access to or use of the Online Platforms, including Internet access fees.
9.1.7
You are responsible and liable for any person that uses your LoginID and password to order or access Services through the Online Platforms.
9.2
You must not:
9.2.1
Use the Online Platforms for any activities that breach any laws, infringe a third party’s rights, or are contrary to any relevant standards or codes.
9.2.2
Use the Online Platforms in a manner or way, or post to or transmit to or via the Online Platforms any material, which interferes with other users or our other customers or defames, harasses, threatens, menaces, or offends any person or which prevents any other person from using or enjoying the Online Platforms.
9.2.3
Make fraudulent or speculative enquiries, purchases, or requests through the Online Platforms.
9.2.4
Use another person’s details without their permission or impersonate another person when using the Online Platforms.
9.2.5
Post or transmit any obscene, indecent, hateful, inflammatory, or pornographic material or any other material that may give rise to civil or criminal proceedings.
9.2.6
Tamper with or hinder the operation of the Online Platforms.
9.2.7
Knowingly transmit any viruses, worms, defects, trojan horses, or similar disabling or malicious code to the Online Platforms.
9.2.8
Use any robot, spider, site search and retrieval application, or other mechanism to retrieve or index any portion of the Online Platforms.
9.2.9
Modify, adapt, translate, or reverse engineer any portion of the Online Platforms.
9.2.10
Remove any branding, copyright, trademark, or other proprietary rights notices contained in or on the Online Platforms.
9.2.11
Reformat or frame any portion of the web pages that are part of the Online Platforms.
9.2.12
Prevent platform access or prevent users from accessing Refari support or profile via the widgets.
9.2.13
Create accounts by automated means or under false or fraudulent pretences.
9.2.14
Use the Online Platforms to violate the security of any computer or other network or engage in illegal conduct.
9.2.15
Hack, crash, or take any action that imposes or that would, in our reasonable opinion, result in an unreasonable or disproportionately large load on our infrastructure.
9.2.16
Use the Online Platforms other than in accordance with these Terms.
9.2.17
Attempt any of the above acts or engage or permit another person to do any of the above acts.
9.3
Prohibited Competitive Conduct
9.3.1
Use of Platform Materials for Replication – You must not use any screen recordings, videos, screenshots, design files, written explanations or similar materials depicting or describing the Online Platforms or Services to brief, instruct or train any third party, including any AI development platform, low-code platform or no-code platform, to recreate, re-implement or build any product, service, widget or job board that competes with, is substantially similar to, or reproduces the look, feel or workflows of the Online Platforms or Services.
9.3.2
Use of Materials to Develop Competing Platforms – You must not use the Online Platforms, the Services, the Materials or the Website Deliverables, whether in whole or in part, to design, develop or operate any multi-tenant or software as a service platform for the benefit of multiple customers or third parties that competes with Refari or provides substantially similar capabilities to the Online Platforms or Services.
9.3.3
Competitor Access and Analysis – You must not allow any third party who is a direct competitor of Refari, or who intends to build a competing platform, to access the Online Platforms for the purpose of analysing, copying or recreating Refari’s widgets, job boards, referral systems, workflows or other functional components, except with Refari’s prior written consent.
9.4
Confirmation and Authorisation of the Website Build
9.4.1
When you submit a website onboarding or build request through the Online Platforms (including your selected template, brief, content and any supporting materials), and accept these Terms of Use at that step, you thereby authorise Refari to commence the website build described in that request. Your submission constitutes a confirmed instruction to proceed.
9.4.2
The website build is treated as commenced from the point of that submission, and the provisions of clause 10.11.11 apply accordingly. Any engagement, onboarding, go-live or setup fee applicable to the build becomes payable on submission and is non-refundable, as set out in clause 13.5.
9.4.3
Because Refari begins allocating resources, scheduling and preparatory work on receipt of a confirmed request, you may not unilaterally cancel, withdraw or reverse the request after submission. If you wish to discontinue the build, clause 13 (and the associated fee and refund calculations, including the non-refundable fees in clause 13.5 and charges for hours worked) will apply, and you will remain liable for the engagement, onboarding and go-live fees together with any Services already rendered.
9.4.4
Any change you request that departs from the website onboarding request as submitted (including changing your selected template, restructuring the site, or revising the brief, content or scope) is a scope change governed by clause 13.3 and will not be undertaken unless agreed in writing.
9.4.5
Where a requested change requires Refari to redo, discard or rebuild work already carried out against your original submission, or to perform work beyond it, that rework and additional work is chargeable. You will be billed for the time spent at the hourly rate set out in clause 13.5 (currently 60 AUD per hour), in addition to any fees already payable. By way of example, if you change your selected template after the build has commenced or substantially progressed, the hours spent on the superseded work and on rebuilding to the new template are billable to you. Refari will, where practicable, notify you of the expected additional charge before undertaking the rework.
9.5
Video Submissions for Website Change Requests
9.5.1
Submission of Change Requests – When submitting a website change request through the Online Platforms, you may be required to provide a video that demonstrates the desired changes or offers additional context to help us understand your requirements better.
9.5.2
Provision of Additional Context – Providing a video or other forms of additional context ensures that we can accurately and efficiently implement your requested changes to meet your expectations.
9.5.3
Requirement for Video Submission – If a video or sufficient additional context is not provided with your change request, Refari reserves the right to pause or delay the processing of your request until the necessary information is received.
9.5.4
Benefits of Providing a Video – By supplying a video, you help us streamline the change request process, reduce potential misunderstandings, and enhance the quality of the services we provide to you.
9.5.5
Support for Creating Videos – If you need assistance in creating a video for your change request, please contact our support team at support@refari.co, and we will be happy to guide you through the process.
9.6
Website Design and Development Feedback
9.6.1
Principle of Actionable Feedback – To facilitate an efficient, fair, and productive website development process, you acknowledge and agree that all feedback provided for website design and development revisions must be specific, objective, and actionable. The initial website build is based on the template you select, along with the content and brief you provide. Subsequent iterations depend on the quality and clarity of your feedback.
9.6.2
Definition of Actionable Feedback – Actionable feedback is defined as a revision request that provides clear, specific, and direct guidance which can be implemented. To be considered actionable, feedback must include one or more of the following:
(a)
Referencing a particular feature, layout, or style from another Refari template website;
(b)
Referencing a particular feature, layout, or style from a website in Refari’s client portfolio;
(c)
Providing a URL to a third-party website and clearly identifying the specific section or element you wish to emulate (e.g., “Please style the ‘Our Team’ section to resemble the team section on this page: [URL]”); or
(d)
Providing specific instructions for changes to colour (using hex codes), typography (by naming fonts), or copy (by supplying the exact text).
Whilst every effort will be made to fulfil such requests, replication of elements from third-party websites may not always be possible due to technological, design or compatibility limitations; where this is the case, we will communicate any such limitations to you and endeavour to offer the closest practicable alternative.
9.6.3
Prohibition of Non-Actionable Feedback – Feedback that is purely subjective, generic, or vague will be regarded as non-actionable and will not be accepted as a valid change request. Examples of non-actionable feedback include, but are not limited to, statements such as “I don’t like it,” “it feels too blocky,” “make it pop more,” or “can you try something different?” without a specific reference or direction as set out in clause 9.6.2.
9.6.4
Right to Request Clarification – Refari reserves the right, at its sole discretion, to reject any feedback that does not meet the criteria for actionable feedback. Upon receipt of non-actionable feedback, we will pause development on the related task and notify you of the need to provide compliant, actionable feedback. The time taken for you to provide such clarification will not count towards any agreed project timelines.
9.6.5
Additional Charges for Unscoped Revisions – If you insist on proceeding with revisions based on non-actionable feedback, or request a complete redesign that departs significantly from the initial brief and any previously provided actionable feedback, such work may be deemed out of scope. In these circumstances, Refari reserves the right to provide a quotation for the additional work, which must be agreed and paid for before the work commences.
9.7
Exclusions and Client Responsibilities
9.7.1
Images and Videos – Refari will select images and/or videos for use on your website based on our understanding of your business direction, brand, style, and the area you service. If following our initial selection the chosen images and/or videos are not suitable or are not to your preference, Refari will provide you with access to image and video repositories so you may select specific images and/or videos for use. Refari will not continue to make repeated selections of images or videos on your behalf in the event the initial selections do not meet your expectations.
9.7.2
Custom Graphics, Animations, and Media – Refari does not provide bespoke graphic design, custom illustrations, custom animations, or other custom media creation services as part of our website builds. Should you require custom graphics, animations, or any other bespoke visual assets, it is your responsibility to provide these or to arrange for their creation through a suitably qualified graphic designer or media professional.
9.7.3
Brand Design and Brand Iteration – Refari is not a branding agency and does not offer brand design, brand strategy, or brand iteration services. You are solely responsible for supplying all required brand assets and guidelines (including logos, colour palettes, and font choices) prior to the commencement of the website build. Our services are reliant on the branding material provided and we do not undertake any branding or rebranding work on your behalf.
9.7.4
Copywriting – Refari does not provide copywriting or content writing services as part of our website delivery. You must provide all required website copy and written content. If you require professional copywriting, this should be sourced independently.
9.7.5
Reliance on Client-Supplied Materials – Refari’s services and deliverables depend upon the quality, completeness, and accuracy of the materials (including but not limited to text, images, videos, and brand assets) you provide. Delays or deficiencies in materials supplied may impact project timelines, scope, or quality of final deliverables.
9.7.6
Team Profiles on Client Websites – Refari does not provide ongoing creation, updating, or management of Team Profiles as part of standard services. Team Profiles on client websites are only supported via the Refari Team Widget.
9.8
Repeat Content Policy
9.8.1
Purpose of policy – The reason for this repeat content policy is to maintain a fair and sustainable working relationship with our clients. The advancement of AI-generated content makes it possible for clients to produce and submit large volumes of content in a short period of time. As our services are typically not billed on a time and materials basis, fulfilling unlimited or excessive content requests could significantly disrupt our ability to deliver quality service and may undermine the viability of our business model. To ensure consistent quality and reliable service for all clients, we establish clear limits on the scope of content we upload or manage directly.
9.8.2
Initial content upload and demonstration – Refari will assist clients with the initial upload or management of content solely as part of the website, blog, or project setup. This typically includes, but is not limited to, uploading up to three examples of each content type, such as blog posts, case studies, events, news articles, or announcements, to serve as a template or demonstration.
9.8.3
Ongoing management of repeat content – The ongoing creation, uploading, publishing, updating, or deletion of any repeat or routine content is solely the responsibility of the client. Repeat content is any material that is published or updated regularly or on a recurring basis, whether via the Refari platform, any Refari widget, or through a separate content management system such as WordPress.
9.8.4
Training and handover – Refari will provide instructions, training, or documentation, at its discretion, during the onboarding and setup process to enable clients to manage their own ongoing content creation and publishing.
9.8.5
Exclusions from standard service – Refari does not provide ongoing uploading, management, editing, publishing, or removal of repeat content as part of its standard services. Excluded content types include, but are not limited to, job adverts, team profiles, candidate adverts, testimonials, blog posts, case studies, events, news articles, announcements, or any similar or related content that is routinely published by the client.
9.8.6
Additional arrangements – Any client requests for Refari to manage, upload, or publish repeat content beyond the initial setup must be agreed in writing and may be subject to additional fees. These services are not included within the standard service agreement or these Terms.
9.8.7
Client responsibility – After initial demonstration or setup, it is the client’s responsibility to ensure all repeat content is created, published, updated, and managed appropriately and in a timely fashion.
9.9
Additional User Obligations
9.9.1
Representation and Warranty – Candidates represent and warrant that you have the skills, experience, qualifications, and any other matters necessary to perform projects or employment opportunities that you accept and that you have the ability to perform the role requirements as advised by the Recruitment Entity or Refari to you.
9.9.2
Availability of Employment Opportunities – Refari does not represent or warrant the continued availability of any Employment Opportunity nor does it make any endorsement or warranty in relation to the suitability of any Candidate, Recruitment Entity, or Employment Opportunity.
9.9.3
Relationship Disclaimer – Nothing in these Terms or otherwise constitutes a relationship between Refari and the Candidate, Refari and the Third Party Referrer, or between Referrer and the Recruitment Entity, of employee, principal/contractor, or any other relationship other than service provider and customer.
9.9.4
Contractual Agreements with Recruitment Entities – If a Candidate or Third Party Referrer engages with a Recruitment Entity, your contract with the Recruitment Entity will govern your rights and obligations in respect of the particular project. We give no warranty and make no representation as to the terms of such contracts.
Section 10
10. Prices, Fees, and Changes
10.1
Responsibility for Fees – All fees for the Services, including but not limited to platform access, Company User licences, website development, and hosting (Fees), are payable by the Client. For clarity, a Company User licence Fee applies to each Company User within a Client’s organisation in accordance with Section 11 and the Definitions in Section 19.
10.2
Excluded Users – No Fees under these Terms are payable by individual Users who access the Online Platforms solely in their capacity as a Candidate, Third Party Referrer, or Hiring Manager, unless such a User is also the administrator or authorised representative of a Client account.
10.3
Basis of Charges – Fees are payable in accordance with the rates and terms set out in a separate services agreement entered into with the Client or as otherwise specified on an invoice provided by Refari. In the absence of a separate written agreement, the Client's use of paid Services or features on the Online Platforms constitutes its acceptance of the obligation to pay the Fees as invoiced.
10.4
Overbilling, Refunds, and Account Credits – If you believe you have been overbilled for any Services or Fees, you must notify Refari in writing within sixty (60) days of the relevant payment date. Upon substantiation of your claim, Refari will issue a refund for the overbilled amount within this period. If no request for a refund is received within sixty (60) days, any validated overbilled amount subsequently identified will be applied as a credit to your account, usable against future invoices, provided such overbilling relates to a payment made within the preceding twelve (12) months. No credits for overbilling will be provided for amounts relating to payments made more than twelve (12) months prior to the date of notification. This clause does not limit or modify any rights you may have under applicable law.
10.5
Refari reserves the right to suspend or restrict access to the Services or Online Platforms in the event of non-payment of Fees or any other monies due, until such outstanding amounts are paid in full.
10.6
Refari reserves the right to charge interest on overdue amounts at the rate of 2% above the Reserve Bank of Australia’s published cash rate, calculated daily and compounding monthly, until paid in full.
10.7
Responsibility for Referral Fees – Where a Recruitment Entity displays a fee payable to a Third Party Referrer for the referral of a Candidate (a "Referral Fee"), the Recruitment Entity is solely responsible and liable for the payment of that Referral Fee. Refari shall not be held liable for a Recruitment Entity’s failure to pay any Referral Fee.
10.8
Currency – All prices shown on the Online Platforms are in Australian Dollars (AUD) unless otherwise stated. Where an amount is displayed in another currency and payment is required in Australia, the amount shall be converted into AUD using the exchange rate set by the Reserve Bank of Australia at the time payment becomes due.
10.9
Automated Billing and Payment Responsibility – For any outstanding invoices, our automated billing system will attempt to take payment on the 1st day of each month. It is the responsibility of the Client to ensure sufficient funds are available in the designated payment method on the due date.
10.10
Company User Licence Charges – Unless otherwise agreed in a separate written agreement, a Company User licence Fee is payable for each Company User for each monthly billing period or part thereof. Discounts, free allotments, or caps on Company Users apply only if expressly set out in a separate written agreement or an invoice issued by Refari.
10.11
Prepaid Fees and Credit Application
10.11.1
Definition – Any amounts paid in advance for Services are treated as an account credit balance (“Prepaid Credit”). Prepaid Credit is applied against future invoices for Fees until it is fully consumed.
10.11.2
Application at current Services and rates – Except where the Client has locked in a fixed-term arrangement under clause 10.11.4 or 10.11.10, Prepaid Credit is applied to Fees at the then-current prices and for the then-current Services subscribed to by the Client. The duration for which Prepaid Credit lasts is not fixed and will vary depending on changes to the Client’s Services, usage, or applicable prices.
10.11.3
Effect of service or usage changes – If the Client increases Services, features, or billable usage (including but not limited to Company User counts under Section 11), Prepaid Credit will be consumed more quickly. If the Client reduces Services or usage, Prepaid Credit will last longer. Changes take effect prospectively only, in line with clause 11.2 where applicable.
10.11.4
Effect of price changes – (a) Fixed-term arrangements (prepaid or monthly) – Where the Client has entered into a fixed-term arrangement (for example, 12 months or 24 months), whether prepaid in full or paid monthly, the Client’s pricing for the agreed Services is locked in for the duration of that term. Price changes during the term will not affect the Fees payable for those Services. This fixed pricing benefit is part of the advantage of committing to a longer term. (b) Month-to-month or flexible arrangements – Where the Client is on a month-to-month arrangement or otherwise has not locked into a fixed term, any price change made in accordance with these Terms will apply from its effective date, and the Client’s Prepaid Credit (if any) will be consumed at the updated rate from that date onward.
10.11.5
Exhaustion and top-ups – When Prepaid Credit is exhausted, standard billing will resume and Fees will become payable in accordance with clause 10.3 unless the Client purchases additional Prepaid Credit.
10.11.6
No conversion or transfer – Prepaid Credit is not transferable, has no cash value, and may only be applied to Fees for the Client’s account.
10.11.7
Refunds – Prepaid Credit is non-refundable except as required by applicable law or as expressly provided elsewhere in these Terms, including clause 13.5 where Refari suspends or terminates an engagement and a partial refund calculation is performed. Clause 10.4 (Overbilling, Refunds, and Account Credits) continues to apply to validated overbilling.
10.11.8
Taxes and currency – Prepaid Credit is applied to Fees exclusive of any applicable taxes. Currency treatment remains subject to clause 10.8 and the Client is responsible for any applicable GST.
10.11.9
Balance visibility – Refari will make reasonable efforts to display the Client’s Prepaid Credit balance and deductions through invoices or the Online Platforms.
10.11.10
Renewal of fixed-term arrangements – Where the Client has selected a fixed-term arrangement (for example, 12 months or 24 months), whether prepaid in full or paid monthly, the arrangement will automatically renew for an equivalent term unless the Client provides notice of non-renewal in accordance with clause 10.11.12. At renewal, the Fees for the new term will be calculated based on the Client’s Services and usage as at the renewal date, applying the applicable term discount (for example, 10% for 12 months or 20% for 24 months). For prepaid arrangements, the renewed Fees must be paid in advance at the commencement of the new term. For monthly arrangements, the renewed Fees will be billed monthly in accordance with clause 10.3.
10.11.11
Commencement of billing and drawdown – For all Clients, whether on a prepaid or monthly arrangement, Fees commence from the start of the contract and the beginning of Refari’s Services. This includes installation, onboarding, configuration, or the commencement of a website build, even if the Client’s Services or website have not yet gone live. Where the Client has prepaid, Prepaid Credit begins being drawn down from that date. Where the Client pays monthly, monthly billing commences immediately from that date.
10.11.12
Notice of non-renewal – A Client on a fixed-term arrangement may choose not to renew by giving Refari written notice of non-renewal (by email to support@refari.co or through the Online Platforms) no later than sixty (60) days before the end of the then-current term. If Refari does not receive such notice within that period, the arrangement renews automatically for an equivalent term in accordance with clause 10.11.10. Refari will notify the Client of the approaching renewal, including the indicative renewal Fees, at least 30 days and again at least 14 days before the non-renewal deadline. If the arrangement renews, the Client may cancel the renewed term within 14 days after renewal for a pro-rata refund of the unused prepaid Fees for that term.
Section 11
11. User Licence Management
11.1
Client Responsibility – Clients are solely responsible for managing and maintaining accurate Company User counts and licences for the services provided through the Online Platforms. This includes the timely addition or removal of Company User licences as needed. For clarity, every Company User provisioned under a Client’s organisation is a billable licence unless expressly excluded by a separate written agreement with Refari or by clause 10.2.
11.2
No Retrospective Changes – Clients may not make retrospective changes to Company User counts or licences for previous months. Any adjustments to Company User counts must be made prospectively and in accordance with the procedures outlined on the Online Platforms or as otherwise provided by us.
11.3
Refund Policy – Refunds for previous months’ Company User licences are not permitted. Clients must review and confirm their Company User counts and licences regularly to ensure accuracy and avoid unnecessary charges.
11.4
Fairness and Integrity – The policies in this section maintain the integrity of the billing process and ensure fairness among all clients. Attempts to circumvent or violate these policies may result in suspension or termination in accordance with Section 15.
11.5
Contact and Support – Clients with questions or requiring support related to Company User licence management may contact support@refari.co.
11.6
Company Users – A Company User is any User account created within a Client’s organisation that either: (a) actively accesses or uses the Online Platforms for the Client’s business purposes, or (b) exists for the purpose of presenting that person as a Team Profile on a Client website via a Refari Team Widget.
11.7
Relationship with 10.2 – Users whose access is solely as Candidates, Third Party Referrers, or Hiring Managers are not Company Users under clause 10.2, unless they are administrators or authorised representatives of a Client account, or they are provisioned as Team Profiles on a Client website via the Refari Team Widget.
11.8
Team Profiles Require Licences – Each Team Profile displayed on a Client website via the Refari Team Widget must correspond to a Company User licence. Removing a Team Profile or deactivating the associated User is the Client’s responsibility and takes effect prospectively only, in line with clause 11.2.
11.9
Non-Widget Team Profiles – Refari does not support Team Profiles displayed through methods other than the Refari Team Widget.
Section 12
12. Warranty and Liability
12.1
Refari accepts liability for all legal guarantees and warranties expressed or implied to the transactions under the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth), or any other legislation (such as the Fair Trading Acts (or equivalent legislation) in each State and Territory) the effect of which cannot be excluded.
12.2
Where we are permitted by law (and subject to clause 12.1):
12.2.1
we do not warrant or represent the suitability of the Online Platforms, or a Service for any purpose;
12.2.2
Subject to clause 12.6, we will not be liable to you for indirect and consequential loss (including without limitation for loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind) or loss or corruption of data, in contract, tort, under any statute or otherwise (including negligence) arising from or connected to the Online Platforms or the Services; and
12.2.3
To the fullest extent permitted by law, and without limiting the foregoing, we shall not be liable for any Losses arising from or in connection with:
(a)
Any interruption, suspension, or unavailability of the Online Platforms, regardless of cause;
(b)
Any errors, inaccuracies, or omissions in the content or materials on the Online Platforms;
(c)
Any bugs, viruses, Trojan horses, or similar malicious code that may be transmitted to or through the Online Platforms by any third party; or
(d)
Any unauthorised access to or use of our secure servers and/or any and all personal information stored therein, except where caused by our gross negligence or wilful misconduct.
12.3
Our liability to you for loss or damage of any kind arising out of these Terms or in connection with the relationship established by these Terms is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.
12.4
Subject to clause 12.6, and to the extent permitted by law, our total aggregate liability to you for any loss or damage arising out of or in connection with the provision of Services, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the greater of (a) the total Fees paid by you to us in the twelve (12) month period preceding the event giving rise to the liability and (b) AUD 1,000.
12.5
Refari makes no representation or warranty regarding the availability, performance, or compatibility of any third-party system, service, or API that may be integrated or used in conjunction with the Services.
12.6
Nothing in this clause 12 (including clauses 12.2.2, 12.2.3 and 12.4) excludes, restricts or limits Refari’s liability for (a) gross negligence or wilful misconduct, (b) fraud or fraudulent misrepresentation, or (c) any liability that cannot lawfully be excluded or limited, including under the Australian Consumer Law referred to in clause 12.1.
Section 13
13. Scope Change, Variation, Termination and Refund Policy
13.1
Purpose of policy – The purpose of this policy is to maintain a fair and professional working relationship with our clients and ensure that projects remain feasible and cost-effective for both parties. Significant or recurring changes to the project brief, requirements, or deliverables (including but not limited to websites, widgets, custom integrations, or other service components) can disrupt timelines, affect service quality, and lead to unanticipated costs. This policy outlines how such changes are managed, including additional charges, variation procedures, and circumstances where termination and refunds may apply.
13.2
Definition of scope change – A scope change is any request by the client for a revision, addition, or variation to the project brief or deliverables, including but not limited to websites, widgets, integrations, structure, design, branding, functionality, features, or content, that falls outside or substantially alters the originally agreed project specification or brief.
13.3
Quoting for and charging additional scope – Where a scope change is requested as outlined in clause 13.2, Refari will, at its discretion, provide the client with a quotation for any additional fees, adjusted milestones, or revised timelines needed to accommodate the variation. No scope changes will be undertaken unless agreed in writing and any extra payment terms are accepted by the client.
13.4
Right to terminate for unworkable engagements – Where, in Refari’s reasonable opinion, a client repeatedly requests changes after clarification has been sought under clause 9.6.4, repeatedly requests work that substantially redoes previously agreed actionable feedback, or otherwise alters its requirements to such an extent that the continued delivery of services or deliverables is unworkable or impractical, Refari reserves the right to suspend or terminate the engagement under this clause 13.4.
13.5
Refunds for clients who have pre-paid for an extended term – Where the client has pre-paid for an extended period, for example, 12 months, and Refari suspends or terminates the engagement under this clause, Refari may, at its sole discretion, initiate a partial refund for the unused service period. The refund will be calculated by first deducting from the total pre-paid amount any applicable engagement, go-live, or onboarding fees, whether separately stated or included as part of the initial contract or project fee. After this, Refari will also deduct fees for services rendered or hours worked up to the date of suspension or termination, with such services charged at a rate of 60 AUD per hour, including but not limited to development, configuration, consultation, revisions, and account management hours.
13.6
Fees for monthly or ongoing payment clients – Where the client is on a monthly or ongoing payment arrangement and has not pre-paid for an extended term, and Refari suspends or terminates the engagement under this clause, Refari retains the right to invoice the client for all services rendered and hours worked to the date of suspension or termination, charged at a rate of 60 AUD per hour, including but not limited to development, configuration, consultation, revisions, and account management hours, excluding any engagement, go-live, or onboarding fees already paid.
13.7
Provision of Website Deliverables and licence
13.7.1
Upon termination and subject to payment of all outstanding fees, a Client may be entitled to receive a copy of the Website Deliverables.
13.7.2
Refari prices website builds below their true cost and recovers that investment over time through the Client’s ongoing website subscription. A Client may stop using its website at any time. Because Refari subsidises the build, a Client becomes entitled to receive a copy of its Website Deliverables once it has maintained an active paid website subscription for a continuous period of five years from the Commencement Date, by which time Refari has recovered its build investment. If the Client wishes to take its Website Deliverables before then, it may do so by paying an early-exit charge that recovers Refari’s unrecovered build investment, being an amount equal to five years of the Build and Manage Fee for that website, less any Build and Manage Fees already paid for it up to the date of termination. The early-exit charge is based only on the Build and Manage Fee (the website build and management line item) and not on hosting or any other part of the Client’s subscription. This charge is a genuine pre-estimate of Refari’s unrecovered cost and reduces to nil once five years’ Build and Manage Fees have been paid.
13.7.3
Once the five-year tenure is met or the early-exit charge has been paid, and all amounts owing to Refari are settled, Refari will provide the Website Deliverables in a standard industry format within fourteen business days.
13.7.4
Grant of licence – Upon handover, and subject always to clauses 3 and 9, Refari grants the Client a non-exclusive, perpetual licence to use, host and modify the Website Deliverables solely for the Client’s own internal business purposes in connection with a single brand or business.
13.7.5
Clarification of licence limitations – For clarity, the licence in clause 13.7.4: (a) does not permit the Client to sell, licence, sub-licence or otherwise commercialise the Website Deliverables as a stand-alone product or service to third parties, (b) does not permit the Client to use the Website Deliverables as a template, blueprint or starting point to design, develop or operate any multi-tenant, software as a service or platform solution that competes with Refari or provides substantially similar capabilities to the Online Platforms or Services, and (c) does not affect or limit any of Refari’s rights under clauses 3.4 and 3.5 or the prohibitions in clause 9.3.
13.8
Exclusions from Website Deliverables
13.8.1
The handover described in clause 13.7 does not include any Refari platform components, frameworks, underlying code or shared modules used across multiple client websites, nor any third party or premium software, plugins or subscriptions licensed by Refari for its own development or hosting environment.
13.8.2
Without limiting clause 13.8.1, no rights are granted to any Refari widgets, job boards, referral systems, candidate marketing tools, interview or video modules, analytics components or any other elements that form part of the core Refari platform or are deployed across more than one client.
13.8.3
The Client is solely responsible for obtaining its own licences for any excluded third party software required after handover.
13.8.4
Refari’s reusable intellectual property – The Client must not, directly or through any third party (including any developer, contractor, agency, or AI, low-code or no-code platform), copy, clone, recreate or reproduce, in whole or substantial part, Refari’s templates, page-building framework, reusable code, stylesheets, design system or other reusable components used to build the Website Deliverables or used across Refari client websites, nor create a derivative of them, except where undertaken by Refari or with Refari’s prior written consent.
13.8.5
Client’s own materials – For clarity, clause 13.8.4 does not restrict the Client’s ownership or use of its own content, branding, copy, images, media, sitemap and the bespoke choices made for its website; the Client is free to use, take and reproduce those elsewhere. Rebuilding or reproducing a website by replicating Refari’s reusable templates, framework or code outside the Refari platform (whether manually or by automated or AI generation) is a material breach of these Terms and an infringement of Refari’s intellectual property.
13.9
Data Portability – Regardless of eligibility for Website Deliverables under clause 13.7, and subject to settlement of all outstanding fees, Refari will provide the Client with machine-readable exports of the Client’s own data, including text, images and records for which the Client is the data controller, upon request. This clause relates solely to data portability and does not confer any right to the Website Deliverables or to any platform components or third-party software excluded under clause 13.8. Refari will make such exports available for at least 30 days after termination, after which it may delete or de-identify the Client’s data in accordance with its retention practices and the Privacy Policy. Individual Users may exercise the data access and deletion rights described in the Privacy Policy.
13.10
Refund or final invoice calculation and settlement – Refari will provide the client with a written breakdown of the refund calculation or outstanding invoice, detailing all relevant fees and amounts deducted or owed, together with the basis for termination. Any refund due or outstanding invoice will be processed or issued within 30 business days of agreement of the final amount.
13.11
No further liability – Upon payment of any applicable refund, payment of any outstanding invoice, and delivery of materials under this clause, Refari will have no further liability to the client in respect of the terminated engagement, save as required by law.
13.12
Consequences of Unauthorised Replication or Derivative Works
13.12.1
Any breach of clauses 3.4, 3.5, 9.3, 13.7 or 13.8 relating to the copying, cloning, replication or re-implementation of the Online Platforms, the Website Deliverables or any Refari intellectual property constitutes a material breach of these Terms.
13.12.2
Upon such breach, Refari may, at its sole discretion: (a) immediately suspend or terminate the Client’s access to the Online Platforms and Services, (b) revoke any licence granted under clause 13.7.4, (c) require the Client to cease using and permanently delete any unauthorised derivative works or reproduced materials, and (d) invoice the Client for any loss or damage suffered as a result of the breach, including but not limited to loss of subscription revenue, loss of opportunity, the cost of enforcing these Terms and any profit or savings obtained by the Client from the use of the unauthorised derivative works.
13.12.3
Refari’s loss under clause 13.12.2(d) is to be assessed on ordinary legal principles and Refari must prove the loss it has actually suffered. Any assumption about how long the Client would have continued using the Services must be stated and supported by evidence, and is not presumed against the Client.
13.12.4
Refari also reserves the right to seek injunctive relief to prevent the continued use, publication, hosting, distribution or commercialisation of any unauthorised derivative works, cloned websites or replicated platform features.
13.12.5
These remedies are in addition to, and do not limit, any rights or remedies available to Refari at law or in equity, including the right to pursue damages for intellectual property infringement.
Section 14
14. Indemnification
14.1
Indemnity by Clients and Recruitment Entities. To the maximum extent permitted by law, each Client and each Recruitment Entity indemnifies the Indemnified Parties (Refari Pty Ltd, its related bodies corporate, and its and their respective officers, directors, employees and agents) against all claims, liabilities, losses, damages, costs and expenses (including reasonable legal costs) (“Losses”) to the extent arising from or in connection with:
(a)
its breach of these Terms;
(b)
its unlawful, negligent or wrongful act or omission in using the Online Platforms or Services;
(c)
any data or content it or its Company Users submit through the Online Platforms, including any claim that the content infringes a third party’s intellectual property or other rights;
(d)
its violation of any applicable law or the rights of any third party; or
(e)
any data breach or security incident to the extent caused by its failure to safeguard account credentials or to follow reasonable security practices.
14.2
Indemnity by individual Users. Each individual User (a Candidate, Third Party Referrer or Hiring Manager) indemnifies the Indemnified Parties against Losses to the extent arising from (a) that User’s unlawful, negligent or wrongful act or omission, or breach of these Terms; or (b) any content that User submits through the Online Platforms infringing a third party’s intellectual property or other rights. Individual Users give no other indemnity.
14.3
Referral Fees. Without limiting clause 14.1, each Recruitment Entity indemnifies the Indemnified Parties against Losses arising from its failure to pay a Referral Fee to a Third Party Referrer in accordance with any agreement or representation it has made.
14.4
Limits on indemnities. No indemnity in this clause 14 applies to the extent the Losses were caused or contributed to by the negligence, breach or wilful misconduct of an Indemnified Party, and each indemnity is reduced proportionately to that extent. Nothing in this clause requires indemnification to the extent it would be void, unfair or unenforceable under the Australian Consumer Law or other applicable law.
14.5
Procedure. An Indemnified Party seeking indemnity will promptly notify the indemnifying party in writing (delay reduces the indemnity only so far as the indemnifying party is materially prejudiced). The indemnifying party may conduct the defence and settlement using legal representatives of reasonable standing while keeping the Indemnified Party reasonably informed; alternatively the Indemnified Party may assume the defence, acting reasonably, at the indemnifying party’s cost. Neither party will settle in a way that imposes an obligation or admission on the other without that other’s prior written consent, not to be unreasonably withheld or delayed.
Section 15
15. Termination and/or Suspension of Account
15.1
We may terminate these Terms for convenience at any time on notice to you. Without qualifying the foregoing, we may immediately suspend, terminate or limit your access to and use of the Online Platforms and (where relevant) your account if we reasonably suspect that you have committed a fraudulent act and/or you breach these Terms.
Section 16
16. Third-Party Integrations and ATS Connections
Refari offers optional integrations that connect a Client’s own third-party systems, such as an applicant tracking system (ATS), customer relationship management system or job board, to the Online Platforms so that data can be exchanged between them. An Integration may be operated by Refari, by the provider of the Third-Party Service, or by another Third-Party Integrator, and data may flow in either or both directions. This section applies whenever a Client connects, or authorises the connection of, a Third-Party Service to the Services.
16.1
How Integrations are connected – To enable an Integration, the Client or its authorised representative provides Integration Credentials, or authorises the connection through the relevant authorisation process (for example an OAuth flow), using the connection process made available by Refari or by the provider of the Third-Party Service. An Integration may exchange data between the Third-Party Service and the Services in either or both directions on the Client’s behalf.
16.2
Warranty of authority – Before connecting a Third-Party Service, and each time it does so, the Client warrants that it is a duly authorised licensee or user of that Third-Party Service, that it holds all rights, licences and permissions required to generate, provide and use the Integration Credentials and to connect the Third-Party Service to the Services, and that doing so does not breach the Client’s agreement with the provider of the Third-Party Service or any law. The Client must not provide any Integration Credentials that it is not authorised to generate, share or use.
16.3
Authorisation to access data – Where Refari operates the Integration, the Client authorises and instructs Refari, and any middleware or integration service operated by Refari, to use the Integration Credentials to access, retrieve, transmit and synchronise the Client’s data held in the Third-Party Service, acting as the Client’s agent and on the Client’s instructions, solely to provide the Integration and related Services. Refari will not access the Third-Party Service other than as reasonably necessary to provide the Services requested by the Client.
16.4
Personal information – Personal information exchanged through an Integration is handled in accordance with Refari’s Privacy Policy. The Client warrants that it has all rights, authorisations and consents necessary for the personal information held in the Third-Party Service to be accessed, exchanged and processed through the Integration for the purposes described in this section.
16.5
Third-Party Services are controlled by their providers – Each Third-Party Service is operated by a person other than Refari and is governed by the Client’s own agreement with that provider. The provider controls the Client’s account and access with it, and may change, restrict, suspend, rate-limit, revoke or discontinue its application programming interface, credentials, features or service at any time, for reasons outside Refari’s control. Refari does not warrant the availability, accuracy, security or continued operation of any Third-Party Service and is not responsible for any Third-Party Service or for the acts or omissions of its provider.
16.6
Integrations built or operated by others – Some Integrations are built, supplied or operated by a person other than Refari, whether by the provider of the Third-Party Service (for example through that provider’s own authorisation or OAuth process) or by another Third-Party Integrator. For any such Integration:
(a)
the Client’s warranties and authorisations in this section still apply;
(b)
the Integration is provided under the Client’s arrangements with that provider or Third-Party Integrator, and Refari is not responsible or liable for the building, operation, availability or security of the Integration, or for the acts or omissions of the person operating it, except to the extent Refari itself operates the Integration; and
(c)
where a Third-Party Integrator accesses the Client’s data in the Services on the Client’s behalf, the Client authorises that access, and where that person acts as Refari’s sub-processor the Sub-processors provision applies.
16.7
No liability for provider actions – To the extent permitted by law, and subject to clause 12 (Warranty and Liability), Refari is not liable for any Liabilities arising from or connected with a Third-Party Service, including any change to, unavailability of, or any suspension, throttling, restriction, penalty or termination of the Client’s account, credentials or access with the provider of the Third-Party Service, whether or not connected with an Integration. The Client remains solely responsible for complying with its agreement with each provider of a Third-Party Service.
16.8
Indemnity – Without limiting clause 14 (Indemnification), the Client indemnifies Refari against any Liabilities Refari suffers or incurs arising from or connected with the Client’s breach of clause 16.2, the Client’s breach of its agreement with a provider of a Third-Party Service or a Third-Party Integrator, or Refari acting on the Client’s authorisation and instructions under clause 16.3.
16.9
Security and control of credentials – Refari stores Integration Credentials in encrypted form and uses them only for the purposes set out in this section. The Client is responsible for ensuring that the Integration Credentials it provides are valid and that its authority to use them remains current, and must promptly disconnect the Integration, or otherwise notify Refari, if that authority ends. The Client may disconnect an Integration at any time, and on disconnection or on termination of the relevant Services Refari will cease using, and will delete or disable, the stored Integration Credentials for that Integration.
16.10
Acknowledgement at connection – Where the connection process presents an acknowledgement of this section, the Client or its authorised representative accepts this section and gives the warranties in clauses 16.2 and 16.4 by completing that acknowledgement and connecting the Third-Party Service. This is in addition to, and does not replace, the Client’s acceptance of these Terms generally.
Section 17
17. General Provisions
17.1
If the whole or any part of a provision of these Terms is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of these Terms has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of these Terms or is contrary to public policy.
17.2
These Terms are governed by the laws of Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place.
17.3
If a dispute arises out of or relating to these Terms the relevant parties shall attempt to resolve the matter by mediation before litigation. Nothing in this paragraph limits the rights of Refari to seek or obtain urgent interlocutory or interim relief.
17.4
For Candidates, while you are registered with Refari you must notify Refari if you take up an Employment Opportunity that a Recruitment Entity or Refari presented to you through the Online Platforms. This obligation applies only to opportunities presented to you through the Online Platforms (not to roles you find independently), exists solely so that Refari and the relevant Recruitment Entity can administer referrals and any Referral Fee, and ends when you close your account or exercise your data-deletion rights.
17.5
Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, pandemic, riot, civil commotion, fire, flood or other natural disaster, failure of telecommunications or internet service providers (not under the party's control), or government actions.
17.6
Notices – Notice to Refari must be given by email to support@refari.co (or another address Refari notifies) or through the Online Platforms. Notice to a User or Client will be given by email to the account or LoginID email, or by a notice posted within the Online Platforms, and it is your responsibility to keep your contact details current (see clause 9.1.5). Notice by email is taken to be received when sent (unless the sender receives a delivery-failure message), and an in-platform notice when it is posted.
17.7
No waiver – A failure or delay by either party in exercising a right under these Terms is not a waiver of that right, and a single or partial exercise of a right does not prevent its further exercise.
17.8
Payment without set-off – Except for amounts validated as overbilling under clause 10.4 or as required by law, the Client must pay all Fees in full without set-off, counterclaim or deduction.
17.9
Third-party rights – Except for the Indemnified Parties under clause 14 (who have the benefit of and may rely on that clause, which Refari may enforce on their behalf), a person who is not a party to these Terms has no right to enforce them.
17.10
Survival – Termination or expiry of these Terms does not affect any accrued rights or obligations, and clauses 3, 9.3, 10 (in respect of amounts owing), 12, 13.7, 13.8, 13.12, 14, 16 and 17, and any other provision intended to survive, continue in force.
17.11
Assignment – Refari may assign, transfer or novate these Terms (in whole or part) to a related body corporate or to an acquirer in connection with a sale of business, merger or restructure, on notice to you. You may not assign or transfer your rights or obligations without Refari’s prior written consent.
17.12
Entire agreement – These Terms, together with any applicable services agreement or order form and Refari’s invoices, are the entire agreement between the parties about their subject matter and supersede all prior representations and communications. Where there is a conflict, a signed services agreement or order form prevails over these Terms, and these Terms prevail over an invoice, in each case except to the extent of any rights that cannot lawfully be excluded.
Section 18
18. Privacy Policy and Your Personal Information
18.1
Privacy. We handle personal information in accordance with our Privacy Policy, which forms part of these Terms and sets out data ownership: Candidates, Third Party Referrers and Hiring Managers retain ownership of their applications, referrals, job alerts and other personal data within the Refari platform, and a Recruitment Entity receives access only to the data Candidates provide to it through the Online Platforms or integrations.
18.2
Security. Refari maintains reasonable technical and organisational measures designed to protect personal information and Client data against unauthorised access, loss or misuse, including encryption in transit and at rest, access controls and regular backups, and hosts data with reputable cloud infrastructure providers.
18.3
Data-breach notification. If Refari becomes aware of a security incident that has materially affected, or is reasonably likely to materially affect, a Client’s or User’s personal data, Refari will notify the affected Client without undue delay with reasonable information about the incident. This is in addition to, and does not limit, Refari’s obligations under the Privacy Act 1988 (Cth), including the Notifiable Data Breaches scheme.
18.4
Sub-processors. To provide the Services, Refari uses third-party providers (for example, cloud hosting, payment processing, and the ATS or other integrations a Client connects). Refari takes reasonable steps to ensure they are bound by appropriate confidentiality and security obligations, may update its providers from time to time, and will make information about its key providers available on request.
18.5
Roles. As between Refari and a Client, the Client is responsible for the personal information it and its Company Users collect and process through the Online Platforms, and Refari processes that information to provide the Services and in accordance with the Privacy Policy.
Section 19
19. Definitions
19.1
Capitalised terms used are defined in these Terms.
19.2
In these Terms:
19.2.1
“Associates” means:
(a)
in relation to a corporation (including a trustee of a trust, where the trustee is a corporation):
(i)
a related body corporate of that corporation;
(ii)
a person who has a substantial holding in that corporation;
(iii)
a director, secretary or officer of that corporation; or
(iv)
any relative of any person referred to in sub-clauses (i) to (iii) of this definition;
(b)
in relation to a natural person:
(i)
a spouse, parent, or child of that person;
(ii)
a corporation in which the person has a substantial holding;
(iii)
a corporation of which the person is a director, secretary or officer; or
(iv)
any relative of any person referred to in sub-clauses (i) to (iii) of this definition.
19.2.2
“Build and Manage Fee” means the recurring fee for the Client’s website Build and Manage line item (the build and ongoing management of the website), as shown on the Client’s invoice or agreement. It is exclusive of hosting, support, user licences and any other Products, add-ons or services.
19.2.3
“Candidate” means any individual seeking an Employment Opportunity.
19.2.4
“Client” means the company or organisation that subscribes to, orders, or is invoiced for the Services, whether a recruitment agency, an in-house or internal recruitment or talent-acquisition team, an employer, or other business. The Client is responsible for paying the Fees and for managing the Company Users provisioned under its account. A Client may also be a Recruitment Entity.
19.2.5
“Commencement Date” means the start date of the Client’s website service as shown on the initial invoice or agreement.
19.2.6
“Company User" means a User account created within a Client’s organisation that either actively accesses or uses the Online Platforms for the Client’s business purposes, or is created for the purpose of presenting that person as a Team Profile on a Client website via the Refari Team Widget.
19.2.7
“Confidential Information” means Refari’s non-public information disclosed or made available in connection with the Services, including pricing, workflows, business processes, configurations, source code, data models and non-public recruitment data. It does not include information that is or becomes public other than through a breach of these Terms, was lawfully known to the recipient before disclosure, is independently developed without reference to the Confidential Information, or is required to be disclosed by law or a regulator (in which case the recipient will, where lawful, give prior notice). Obligations of confidence survive termination of these Terms.
19.2.8
“Employment Opportunity” means a fixed term, part-time, full-time or casual job vacancy or such other services engagement that is advertised using the Online Platforms.
19.2.9
“GST” has the meaning it has in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
19.2.10
“Hiring Manager” means an individual with whom a Client or Recruitment Entity shares Candidates for review, feedback or selection, who is not assigned a company role (Company Admin, Company Manager or Company Member) and is therefore not a Company User. A Hiring Manager accesses the Online Platforms without charge.
19.2.11
“Integration” means a connection between a Third-Party Service and the Services that enables data to be exchanged between them, in either or both directions, however it is established or operated, including where it is configured through the Online Platforms, operated by Refari (whether directly or via a middleware or integration service operated by Refari), operated by the provider of the Third-Party Service, or built or operated by a Third-Party Integrator.
19.2.12
“Integration Credentials” means the API keys, tokens, secrets, account identifiers, authorisations or other authentication details used to establish or authenticate an Integration, whether for access to a Third-Party Service or for access to the Services.
19.2.13
“Liabilities” means all direct and/or indirect liability for: costs; damages; losses; claims, causes of action, accidents; injuries; deaths; law and traffic violations; and expenses including but not limited to legal fees.
19.2.14
“LoginID” means the email address that you provided to us as part of the registration process to use the Online Platforms.
19.2.15
“Online Platforms” means Refari’s Website, social media accounts, applications, software, widgets and other technological means.
19.2.16
“Recruitment Entity” means any organisation using the Online Platforms and/or to whom the Services are provided, for the purpose of procuring Candidates for Employment Opportunities, including recruitment agencies and organisations recruiting in-house and includes Associates of a Recruitment Entity.
19.2.17
“Refari Team Widget" means a Refari software widget for displaying Team Profiles on Client websites.
19.2.18
“Team Profile" means a profile of a person associated with a Client that is intended to appear on the Client’s website in a team, staff, consultant, or similar listing.
19.2.19
“Third-Party Integrator” means a person other than Refari (which may be the provider of a Third-Party Service or another third party) that builds, supplies or operates an Integration.
19.2.20
“Third Party Referrer” means a third party who recommends and/or refers a Candidate to an Employment Opportunity.
19.2.21
“Third-Party Service” means a product, system or service operated by a person other than Refari (such as an applicant tracking system, customer relationship management system or job board) that a Client connects to the Services through an Integration.
19.2.22
“User" means any person using the Online Platforms in their capacity as a Recruitment Entity’s Candidate, a Third Party Referrer, or a Hiring Manager.
19.2.23
“Website Deliverables” means the specific website files, configurations and media developed for the Client’s website by Refari, excluding any Refari platform components or third-party licensed software.