Seera Pty Ltd

Terms and Conditions

In writing or choosing “I accept the terms and conditions of this Agreement” when installing or using our Products you agree to the following licensing terms.  If you do not agree, choose "do not accept" and do not proceed to install or use our Product, and contact us to arrange for any applicable refund.

THIS AGREEMENT is made BETWEEN:

Seera Pty Ltd (ABN 164 563 259) of Level 8/447 Collins Street, Melbourne VIC 3000 (“Licensor”), and

You ("Licensee")

Jointly (the "Parties")

1.  Definitions and interpretation

In this Agreement (including the recitals) unless the context otherwise requires:

Agreement means this agreement and its schedule,

Product or Products means the Seera products as detailed in Schedule 1,

Licensed Period means the term of the license in Schedule 1 or unless terminated by the parties in writing in accordance with Clause 14.

Terms means the terms and conditions of this Agreement.

Seera Software means the proprietary information and intellectual property contained within the products.

Intellectual Property means, without limitation, present and future:

  • copyright including future copyright and so-called neighbouring rights,

  • design applications and registered or unregistered design rights,

  • trade secrets, know-how and confidential information,

  • trademark applications and registered or unregistered trademarks,

  • rights in relation to circuit layouts, semi-conductor chips and integrated circuits, and or

  • patents; and all other intangible property rights and all statutory and common law rights and remedies in relation thereto.

2.  Interpretation

In this Agreement unless the context otherwise requires:

  • headings are for convenience only and do not affect its interpretation and construction,

  • the singular includes the plural and vice versa,

  • words importing a gender include other genders,

  • where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning,

  • reference to any statute, proclamation, rule, code, regulation, or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation, or ordinance replacing it,

  • "includes" is not a word of limitation,

  • a reference to any thing is a reference to the whole and each part of it,

  • a reference to a group of persons is a reference to all of them collectively and to each of them individually, and

  • a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.

3.  Acceptance

This Agreement is between you and the Licensor, and governs the Products made available to you, upon

  • selecting the 'Accept' option,

  • payment of the license fee for the Product at the point of purchasing the licence for the Product, and or

  • upon downloading, installing, or using the Product (whichever comes first),

If you do not agree to the Terms of this Agreement, you must not install, use, or copy the Product.

4.  License grant

This Agreement entitles you to

  • install and use this Product by the Licensor for the License Period; and

  • install and make an archival copy of the Product on a storage medium other than a hard drive and may only be used for the reinstallation of the Product for the period of the licence period only.

  • receive a revocable non-exclusive right to use the Products for the Duration for the number of users so purchased by the Licensee.  

Under the license Seera shall, from time to time, provide access codes to permit the licensee to use the Products.

5.  Permitted Uses

This Agreement permits the use of the Product with respect to the user numbers of the commercial agreements entered into with Seera Pty Ltd for its cloud-based services. This license will be restricted according to the configuration and systems outlined in these arrangements. Multiple users will be restricted to the provider who has been granted a license.

6.  Restrictions

Restrictions on transfer

  • You may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Products.

Restrictions on use

  • You may not:

  • share the Licence, or contents of the Product, with others.

  • decompile, "reverse engineer", disassemble, or otherwise attempt to derive the source code for the Product.

  • broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the Product, or any part of the product.

  • post the Product or part of the Product on any website.

Restrictions on derived works

  • You may not modify the Product, create derivative works based upon the Product, or use the Product to develop any product having the same primary function as the Product.

Restrictions on alteration

  • You may not modify the Product or create any derivative work of the Product or its accompanying documentation, files, or code libraries. Derivative works include but are not limited to translations.

Restrictions on copying

  • You may not copy any part of the product except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.

7.  Ownership

Seera Pty Ltd or its subsidiaries, affiliates, and suppliers retain all rights, title, and interest, including all copyright and intellectual property rights, in and to, the Product and all copies thereof including its patents, trademarks, and copyright as further elaborated in Intellectual Property Clause 16.

8.  Warranties and exclusions

Provisions of the Australian Competition and Consumer Act 2010 (CCA) and other laws in force from time to time in Australia and other jurisdictions in which Seera licenses its products may imply guarantees, warranties, conditions, and impose obligations on Seera Pty Ltd and its subsidiaries, affiliates, and suppliers ("Implied Terms").

Under the Australian Competition and Consumer Act 2010 (CCA) the implied warranty of Seera Pty Ltd Products is for any bugs or rudimentary software malfunctions.

If these Implied Terms apply, Seera Pty Ltd's liability will be limited at its option to resupply, repair or replacement of the Product or the cost of such resupply, repair, or replacement, to the extent permitted by law.

Unless otherwise explicitly agreed to in writing by Seera Pty Ltd, subject to the Implied Terms, all representations, guarantees, conditions and warranties of any nature are expressly excluded.

Nothing in this clause excludes, restricts, or modifies your rights under an Implied Term.

9.  Exclusion of damages

Subject to any Implied Term, Seera Pty Ltd, its directors, officers, employees, or agents will not be liable to you or any other party for indirect, consequential, special, incidental, punitive or exemplary damages of any kind (including loss of revenues or profits or loss of business) arising in connection with these Terms, the Product, any software for the Product or any support services for the Product, whether based on contract, tort, statute, or any other legal theory.

10.  Limitation of liability and remedies

To the extent that the applicable jurisdiction limits Seera Pty Ltd's ability to disclaim any Implied Terms, this disclaimer shall be effective to the maximum extent permitted.

11.  Licensee indemnity

You will indemnify Seera Pty Ltd, its directors, officers, employees, agents, and contractors in full against any liability, loss, damages, costs, and expenses as a result of or in connection with your use of the Product, including but not limited to, any modification by you of the Product which causes the Product to infringe the intellectual property rights of a third party.

Specifically, the Licensee acknowledges that:

  • finding a suitable job and candidate, and in particular, but without limitation, job opportunity matching, skills and competency assessment, employee/contractor management and psychometric profiling is a complex area and Products is not designed as a substitute in any way for professional experience or advice. The licensee shall obtain appropriate professional advice and undertake its own separate assessments or enquiries before using or relying on Products at all.

  • supplied with Products are certain notes and instructions and a failure to follow those instructions or notes carefully could result in erroneous or unlawful data being produced or transmitted or actions being taken or not taken by Products.

  • products may not check for anomalies and therefore data incorrectly entered may be transmitted without question.

  • products does not necessarily comply with any standard or legislation or law.

  • products is licensed on the strict understanding that, subject to the warranties below, Seera Pty Ltd is not responsible for the results of any actions taken, either by Licensee or a third party relying on data supplied (or transmitted) or not supplied (or transmitted) by Products.

  • Seera Pty Ltd cannot and does not warrant that Products shall be available 24 hours a day or that any defect shall be corrected within a specific time frame.

  • products are not necessarily secure, virus free or without defect; and

  • Seera Pty Ltd is not responsible for:

    • ensuring Products is suitable for Licensee’s requirements or fit for any purpose,

    • any interruption to Products due to equipment failure, the need for routine maintenance, peak demand etc,

    • the supply or maintenance of Licensee’s equipment, software, or telephone lines,

    • monitoring, controlling, or ensuring the accuracy, appropriateness, or content of any information on the internet, and does not do so, and

    • any software available on the internet or supplied by third parties.

12.  Variation of Terms

Seera Pty Ltd reserves the right to amend these Terms from time to time without notice to you and you will be subject to the Terms in force at the time you purchase the Licence for the Product or download the Product whichever is applicable.

13.  Licensed Term

Your license begins on the date the software is made available, including for download or installation, and continues until terminated or the end of the Licensed Term. This is the start date of your subscription and continues until terminated.

14.  Termination

If the Licensee materially breaches this EULA and does not cure that breach within thirty (30) days after receipt of written notice of the breach, Seera Pty Ltd may terminate this agreement, suspend all its obligation, disable access to Products, and or withdraw any discount which was otherwise applicable to the Fees without further notice.

If this agreement is terminated the Licensee must cease any further use of the Products and destroy any copies used by you.

15.  Confidential Information and Data

The Licensor agrees to hold in confidence and use no less than reasonable care to avoid the disclosure of any Confidential Information including data to any third party except for its employees, affiliates and contractors who have a need to know such information in connection with this agreement. The Licensor is under the duty of non-disclosure in relation to any confidential information stored through the Licensee’s use of the Product. This is further read in conjunction with our Privacy Policy, a copy of which can be found here.

To the extent that Confidential Information is not in the public domain (other than by way of breach of this Agreement) and is not known at the time of disclosure, Seera Pty Ltd shall keep such information confidential and take all necessary precautions to prevent any disclosure of Confidential Information to unauthorised third parties; and inform the Licensee of any suspected or actual disclosure of Confidential Information.

16.  Intellectual Property

Seera Pty Ltd retains all the Intellectual Property Rights in its Products. For avoidance of doubt the licensee shall retain the Intellectual Property Rights in its own confidential Data.  However, nothing in this Sub-clause grants Licensee the right to download any of its confidential client data Information until all Fees are paid in full.

As a condition of signing this agreement the Licensee shall not:

  • permit any act which infringes the Intellectual Property Rights which subsist in Products, and which belong to Seera Pty Ltd.

  • provide or otherwise make available Product in any form to any other person.

  • use Products for any illegal, unauthorised, or dangerous purpose including unsolicited commercial e-mail.

  • use Products for, or in connection with, a service bureau operation, or use Products to publish any material for which it is not the Intellectual Property Right owner or licensed by the Intellectual Property Right owner or is defamatory.

17.  General provisions

Any provision of, or the application of any provision of this Agreement, which is prohibited in any jurisdiction is ineffective only to the extent of that prohibition.

Any provision of, or the application of any provision of this Agreement, which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality, or enforceability of that provision or of the remaining provisions in that or any other jurisdiction.

If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.

The failure, delay, relaxation, or indulgence on the part of a party in exercising, in part or whole, any power, right or remedy conferred upon that party by these Terms shall not operate as a waiver of that power, right, or remedy.

This Agreement contains the entire Agreement between the Parties and supersedes any previous understandings, commitments, or agreements, oral or written.

This Agreement shall be governed by and construed in accordance with the laws of Victoria Australia.

SCHEDULE 1 PRODUCTS

1:  MySeera - Skills and Career Portfolio

MySeera is an integrated online software solution for recording and managing Skills as Data.  The platform allows individual users to record their skills, experiences, qualifications, accreditations, and licenses.  It also records job applications (including invitations to apply for positions), performance reviews and learning credentials, the combination of which provides the following benefits.

  • Independent Assessments of Current and Desired Skills, Interests, and Positions

  • Streamlined Job Applications and Reference Checks

  • Integrated Performance Reviews

  • Learning and Development History

  • Verification and Compliance Records Management

  • Career Planning

Limitations of Use: This Agreement limits the use of the Seera Software to an individual or group user within the terms outlined in agreement with the licensor.

Licensed Period: This license period of this Agreement is in perpetuity unless terminated or amended by the licensor in writing.

 

2:  Seera Cloud - Skills and Careers Management

SeeraCloud is an integrated online software platform for managing Skills as Data across an enterprise. The platform synchronises employee skills data from their MySeera account and provides client businesses the following benefits.

  • Data Set Selection and Administration

  • Templated Position Descriptions

  • Objective Assessments and Performance Management

  • Accelerated Recruitment and Project Resourcing

  • Aligned Training Prioritisation

  • Robust Compliance Records Management

  • Transparent Diversity and Integrity

  • Enterprise Capability Planning

Limitations of Use: This Agreement limits the use of the Seera Software to Business client administrators or managers within the terms outlined in agreement with the Licensor.

Licensed Period: This license period of this Agreement is in perpetuity unless terminated or amended by the Licensor in writing.