Terms & Conditions

1. Introduction

1.1. Through the Greatvine Platform we give employers and recruiters (you or your) the opportunity to independently source information about Candidates (seeking employment) from persons known to the Candidates. It is intended that this information be used as an aid in your interview with the Candidate.

Those persons, who are requested to provide information about a Candidate, will be selected by us from publicly available sources based on information provided by the Candidate about their work history.

The information provided by Respondents will be contained in the answers given by them in response to our standard questionnaire in which we solicit information about a Candidate’s working style.

We will provide a written report to you with insights about a Candidate's character and values, which are hard to judge in a typical recruitment process but easy for former colleagues to identify based on their long-term interaction with the Candidate.

We will not reveal the identity of the Respondents - except where persons providing information to us agree to be identified and contacted by you.

1.2. The Services provided through the Greatvine Platform are only made available on the basis that:

you are undertaking a bona fide recruitment, and thus have an interest in receiving information about each Candidate nominated by you;
each nominated Candidate is a person whom you or your client is proposing to interview as part of their recruitment process; and
the information in our reports, about each nominated Candidate, is provided by us in the furtherance of your interest in receiving information about the nominated Candidate.

In this context you may be a prospective employer undertaking its own recruitment or a recruitment agency undertaking recruitment in instructions from a prospective employer.

1.3. These terms and conditions are being presented as part of your engagement of Greatvine to source the services available on the Greatvine Platform.

1.4. Access to and use of the Platform is provided on the condition that:

the account opening process is fully completed; and
all of the terms and conditions are accepted without change.

1.5. By clicking “I accept” to complete the account opening process (or by otherwise indicating assent electronically or accessing or using the Platform), the person named as the owner of the account:

confirms that these terms and conditions have been read and understood.
warrants and represents that all information provided, as part of the account opening process, is true accurate and complete.
agrees that a legal and enforceable agreement, containing these terms and conditions, between the account holder and Greatvine thereby exists.

1.6. The person, clicking “I accept” (or otherwise assenting to the terms and conditions) on behalf of a holder which is a corporation, limited liability company, partnership or other legal entity, represents and warrants to us that they are authorised to agree to these terms and conditions on behalf of such entity.

1.7. No person (including without limitation any of our resellers or integrators) is authorised to make any representations or warranties regarding the Platform that are binding on us.

1.8. In these terms and conditions, reference to:

you and your means the entity or person named as the holder of the account in the account opening process on our website.
Greatvine, we, us and our means Greatvine Insights Pty Ltd (Australian Business Number: 63 668 202 275).
Candidate means a person who has applied to be employed by you and who is under consideration for employment by you.
Platform means the Greatvine SaaS Platform available at https://greatvineinsights.com/ as it exists from time to time.
Respondent means a person, who:
- is identified by us as being a potentially relevant former colleagues of a Candidate; and
- is invited by us to provide information in respect of a Candidate.

2. Other Definitions

In these terms and conditions:

Authorised User means a person who is authorised by you to request provision of Services through the Platform and access Reports in respect of a Candidate.

^{_{Note: Authorised Users must be a current bona fide officer, employee of you or a contractor engaged to provide services to you, provided such contractors have been informed of, and agree to abide by, these terms and conditions.}}

Business Hours means 9am to 6pm AEST.
Claim means a claim, demand, remedy, suit, injury, damage, loss, cost, liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent.
Commencement Date means the date on which you are first given access to the Platform after opening an account.
Custom Services means any professional services we provide to you outside those standard services available through the Platform.

^{_{Note these custom services will be provided pursuant to a written statement of work signed by both of us.}}

Data Centre means the data centre at which the Platform is hosted as identified during the account opening process.
Data Protection Laws means all other applicable Laws that require a person to observe obligations in respect of the collection, storage and use of personal data or information in any jurisdiction.
Feature means a feature of the Platform from time to time.
Fees means the fees we charge for the services provided through the Platform from time to time.
Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world and includes, without limitation all rights in copyright (including future copyright and rights in the nature of or analogous to copyright), inventions (including patents), trade marks, irrespective of whether such rights are registered or capable of registration.
Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in any relevant jurisdiction and includes the common law and equity as applicable from time to time.
Permitted Use means the use to which you are entitled use the Platform and the Reports, that is:
- Platform - to:
  - 1- request us to provide the Services we offer through the Platform in respect of a Candidate; and
  - 2- collect Reports from us.
- Reports - to aid you in making a decision about whether or not to make a bona fide offer of employment to the Candidate, the subject of the Report.
Policies means any online documentation or user guides for the Platform published and made available by us from time to time within the Platform.
Report means our collation of Respondent Content about a nominated Candidate.
Respondent Content means any information provided by a Respondent in response to our request to contribute information in respect of a nominated Candidate.
Services means the services we provide through the Platform.
Term means the period, during which you subscribe to use the Platform, starting on the Commencement Date and ending on the date on which your right to use the Platform ends.
Your Data means all information (including information that is defined as personal information or personal data in any jurisdiction) provided to us by you through the Platform during the Term for use in conjunction with the Platform.

3. Interpretation

In these terms and conditions:

headings are for convenience only and do not affect the interpretation of these terms and conditions.
a reference to the singular includes the plural and references to the masculine include the feminine and vice versa.
an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate or entity and any governmental agency.
a reference to any Law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute.
a reference to either of us includes our respective successors and permitted assigns.

4. The Platform

4.1. The Platform is cloud-based and is subject to ongoing improvement and optimisation, which will occur from time-to-time and without prior notice.

4.2. The Platform may not be available at times and/or may not work as intended.

4.3. You warrant to us that you have selected the Platform based on your own assessment of your requirements and the Services offered through the Platform.

4.4. We may agree, at your request, to provide Custom Services. Custom Services will be provided by us pursuant to a written statement of work, which will scope the services, record the fees payable and terms of payment and state any terms and conditions that are to apply and be signed by both of us.

4.5. We host the Platform on virtual servers located at and managed through the Data Centre.

4.6. Information about the service levels to which the Data Centre commits and about its management of security are available from us on request.

4.7. From time to time, without notice, access to or use of all or part of the Platform may be disrupted or limited. We will use our best endeavours to restore access to the Platform as soon as practicable.

4.8. From time-to-time we will conduct preventative and remedial maintenance on the Platform and in respect of the infrastructure that we deploy in the provision of the Platform (Scheduled Maintenance).

4.9. We will endeavour, but are not obliged, to carry out Scheduled Maintenance outside usual Business Hours and to give reasonable notice of any planned downtime for the Platform. In the event of an emergency, we may carry out maintenance during usual Business Hours and without first notifying you.

5. Fees

5.1. We provide the Services to your Authorised Users pursuant these terms and conditions during the Term in return for payment of the Fees specified at the time we are requested to provide the service.

5.2. Fees will be invoiced by us when our Report about a Candidate is made available for downloading by you. Reports will not be able to be downloaded by you until the Fees for the provision of the Report have been paid in full.

5.3. If you provided details of a credit/debit card with which to pay an invoice, we may charge to your credit card (or other payment mechanism selected by you and approved by us) all amounts due and owing for provision of the Services requested by you.

5.4. Fees under these terms and conditions do not include taxes except income tax or as otherwise expressly shown. You are responsible for all taxes. If we have an obligation at Law to pay taxes for which you are responsible, you must promptly pay the taxes invoiced by us unless you establish to our satisfaction that you have a valid exemption.

5.5. We may change the Fees we charge at any time, including charging for services that were previously offered free of charge. However, we will provide you with prior notice of the change.

6. Use of Platform and Reports

6.1. You and your Authorised Users have the non-exclusive:

right to access and use the Platform; and
licence to use (for your own internal recruitment purposes) the Reports commissioned us to provide, during the Term for the for the Permitted Use.

6.2. You are responsible for the following in relation to use of the Platform:

determining those persons that will have access to the Platform as your Authorised Users and the times at which they will have access.
controlling the access given to your Authorised Users together with the issue of passwords or other access credentials to them and the security attaching to such passwords or other access credentials.
ensuring your Authorised Users have the hardware by which the Platform will be accessed.
providing sufficient (having regard to the nature of your business) security for any computer network with which the Platform is used.
ensuring your Authorised Users are sufficiently trained in their use of the Platform and use of the Reports we provide to you.
strictly limiting access to each Reports, that are provided to you, to those of your Authorised Users with a need to know the content of that Report.
ensuring your Authorised Users are made aware of and comply with the terms and conditions on which Reports are made available in respect of a Candidate and the purpose for which such Reports may be used.

6.3. You must:

use your best efforts to prevent unauthorised access to, or use of, the Platform and Reports; and
notify us promptly in writing following discovery of any such unauthorised access or use.

6.4. You must comply with all Laws in using the Platform.

6.5. To the maximum extent permitted by applicable Law, you assume the entire risk arising out of your access to and use of the Platform and the Reports.

6.6. We are and will not be liable to you (or those claiming through you) in the event of Platform failure arising from or related to:

any failure in or interruption to internet/telecommunication services.
any act or omission of the data centre or any failure of the hosting services.
any act or omission on your part to your users and/or any other third parties providing services to them.

6.7. We reserve the right to monitor use of the Platform to verify compliance with these terms and conditions and the Policies.

6.8. You are responsible for your own and your Authorised Users’ compliance with these terms and conditions and the Policies. If one or more of your Authorised Users fails to comply with these terms and conditions, you will be responsible and liable for that breach as if such breach was committed by you.

7. Confidentiality

7.1. You:

acknowledge that the Reports (and any other information marked as being Confidential) that we provide to you is valuable to us;
must protect and preserve the confidential nature and secrecy of such Reports and other confidential information;
must not grant access to such Reports or other confidential information to any other person other than:
- your Authorised Users with a need to know the contents of a Report; and
- where you are undertaking a recruitment for a client, to that client provided the client is made aware of and complies with the terms and conditions on which Reports are made available in respect of a Candidate and the purpose for which such Reports may be used.
must not sell or trade any of such Reports or other confidential information to any person; and
must ensure that none of your Authorised Users to whom you disclose such Reports and other confidential information, discloses, grants access to, sells or trades any of such Reports or other confidential information to any other person.

7.2. We:

acknowledge that any information marked as being Confidential that you provide to us is valuable to you;
must protect and preserve the confidential nature and secrecy of such confidential information; and
must ensure that any person to whom we disclose such Confidential Information does not, disclose, grant access to, sell or trade any of such Confidential Information to any other person.

8. Other Obligations

8.1. Except as expressly permitted by these terms and conditions, you must not:

use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Platform.
hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Platform.
decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Platform and/or Reports or otherwise attempt to derive the source code for the Platform.
reframe, distribute or on-sell the Platform and/or Reports in any service bureau, outsourcing or managed service offering.
transfer, sub-license or assign your rights to any third party without our prior written consent.
modify or adapt or create derivative works of the functionality of the Platform and/or Reports.
build a service that is competitive with the Platform.
copy any features, functions or graphics of the Platform.

8.2. You must ensure that nothing occurs in relation to the use of the Platform by you and your Authorised Users which will result in a Claim being brought against us.

8.3. You are responsible for the quality accuracy and completeness of Your Data and for compliance with all Laws pertaining to Your Data, including Laws requiring you to:

obtain the consent of a third party to use such data; and
provide appropriate notices of third-party rights.

By uploading Your Data to the Platform, you warrant that you have the right to do so and that use of Your Data by you and Your Users does not infringe any rights of any third party.

9. Intellectual Property

9.1. The Intellectual Property Rights subsisting in the Platform and the Reports (and any other information or materials, supplied by us to you in respect of a Candidate) remain our exclusive property.

9.2. If a claim is made against you by a third party that the supply of the Platform infringes the Intellectual Property Rights of that third party, you must give written notice of that claim to us.

9.3. If any part of any Platform becomes the subject of a third-party claim or litigation regarding infringement, violation or misappropriation of Intellectual Property Rights, at no cost to you, we will:

modify or replace the Platform to make it non-infringing, provided that such modification or replacement does not adversely impact the features of the Platform available to you.
procure for you the right to continue using the Platform.
terminate your use of the Platform without liability to you but repaying any pre-paid Fees relating to the period after such termination.

9.4. You grant us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Platform any recommendations or other feedback provided to us by you.

10. Our Liability

10.1. This clause is in addition to any other clauses in these terms and conditions dealing with our liability to you, and those claiming through you, in respect of the Platform and the Services (including Reports) we provide.

10.2. To the maximum extent permitted by applicable law and on behalf of ourselves (together with our suppliers and licensors) we disclaim all warranties, guarantees and other conditions, not expressly contained in these terms and conditions.

^{_{Note: these warranties include, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.}}

10.3. We cannot and do not warrant that:

the accuracy of the information provided about a Candidate in the Report relating to the Candidate, which are provided on an ‘as is’ basis.
the Platform and/or the Reports will meet your requirements or needs.
operation of the Platform will be uninterrupted or error-free.

10.4. You agree that the information about a Candidate in a Report:

must not be communicated in any way to the Candidate;
is one tool, but not the sole tool, that you will use in the process of recruiting employees and developing training and development plans for them;
will not be used to justify the acceptance or rejection of a candidate’s application for employment;
will be used by you in the preparation for interviews of Candidates; and
will be used to complement the other tools you use in the recruitment process.

10.5. You agree that information about a Candidate in a Report will be used by you and your Authorised Users:

in accordance with all laws relating to employment, discrimination and privacy; and
in a professional and ethical manner.

10.6. We are not liable for any delay or failure in the provision of the Services to you if the delay is due to:

any act or omission on the part of any one or more of your Authorised Users.
any natural disaster or other event beyond our reasonable control (including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, pandemics, epidemics or strikes or other labor problems).

10.7. Notwithstanding anything else contained in these terms and conditions to the contrary, neither we nor our suppliers and licensors will be liable to you or those claiming through you for any claims seeking damages for:

lost profits, sales or revenues;
cost of replacement goods;
lost business or business interruptions;
legal fees or court costs; or
any other type of circumstantial, consequential, contingent, exemplary, incidental, indirect, liquidated, material, punitive, special, speculative or other damages,

arising in any manner pursuant to or in connection with the Services provided through the Platform to you.

10.8. Our total liability to you, and those claiming through you, in respect of a Service provided to you in respect of a Candidate is limited to AUD100.

If any Law means that such limitation is not effective, our total liability to you, and those claiming through you, in respect of a Service provided to you in respect of a Candidate is limited to the resupply of the Service to you or the payment of the cost of having the Service resupplied to you.

10.9. The limitations in this clause apply:

even if we were made aware of the potential for the damages claimed; and
whether the claim against us is based on breach of contract, negligence or other tort, breach of a statutory obligation or any other theory of liability.

10.10. This clause applies to the maximum extent permitted by any applicable Law.

11. Release and Indemnity

11.1. You agree to release and discharge us (and our shareholders, directors, officers, employees, contractors and agents) from all liability arising from Claims made by any third party against you in connection with or arising out of use of our Services and/or Reports by you, your Authorised Users or, if you are undertaking recruitment for a client, your client.

11.2. You agree to indemnify us (and our shareholders, directors, officers, employees, contractors and agents) from all liability arising from Claims made by any third party against us:

in connection with or arising out of use of our Services and/or Reports by you, your Authorised Users or, if you are undertaking recruitment for a client, your client;
in connection with or arising out of breach of your representations, warranties, agreements or obligations under these terms and conditions; and
in connection with or arising out of any other act or omission by you.

12. Termination and/or Suspension

12.1. Your access to use of the Platform may be terminated by us giving notice in writing to you (such notice to take effect immediately) if one or more of the following events occur:

you or any one or more of your Authorised Users are in breach of any of your obligations under these terms and conditions and fail to remedy such breach within 10 days of written notice being given to you to remedy such breach.
you become, or threaten to become, insolvent or otherwise subject to external administration.

12.2. We may suspend your access to, and use of the Platform, if use of the Platform has caused or is causing you to be in breach of these terms and conditions.

12.3. We may terminate your use of the Platform for convenience by giving 30 days’ notice in writing to you.

13. Notices

13.1. We may provide any notice to you under these terms and conditions by:

posting a notice within the Platform; or
sending a message to the email address then associated with your Greatvine account.

13.2. Notice provided:

by posting within the Platform - will be effective upon posting; and
by email - will be effective when we send the email.

13.3. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive it.

13.4. Notices provided by you to us under these terms and conditions must be sent by email to us at terms@greatvineinsights.com. Notices sent by you to us are effective upon receipt by us.

14. General

14.1. These terms and conditions constitute the entire agreement between you and us relating to your access to and use of the Platform and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communications between us.

14.2. We may amend these terms and conditions by giving written notice to you. Continued use of the Platform by you after notice of the amendment is given to you will constitute acceptance by you of the amendment.

14.3. A breach of these terms and conditions by either of us, that is excused by the other, must be in writing and signed by both of us.

14.4. If any term or condition is found to be illegal or unenforceable, each such term or condition will be enforced only to the extent it is not illegal or unenforceable and all other terms and provisions will remain in full force and effect.

14.5. Clauses 2, 3, 5, 6, 7, 8, 9, 10, 11, 13 and 14 of these terms and conditions survive termination of your right to use the Platform.

14.6. You expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action or any other proceeding in which any party acts or proposes to act in a representative capacity.

14.7. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of these Terms of Service will continue in full force and effect.

14.8. No failure or delay by either party in exercising any right under these terms and conditions will constitute a waiver of that right.

14.9. Each of us expressly:

consents to extra-territorial service of process on them.
agrees to waive any right that it may have to a jury trial of any or all issues that may be raised in such litigation.

14.10. The Laws of New South Wales, Australia governs these terms and conditions, and we both agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia.