Page last updated 9 October 2019
1.3 By clicking “I agree” or accessing the Flare Services, you agree to the terms of this Agreement. If you do not agree, you must stop using the Flare Platform, Flare Platform Content and any related services.
2.1 You acknowledge and agree that Flare HR has entered into these Terms in its own right and as agent for the Flare Affiliates.
2.2 Flare HR holds the benefits of these Terms on behalf of the Flare Affiliates and any obligation of Flare HR under these Terms may be performed by Flare HR or any Flare Affiliate.
3.1 You may access and use the Flare Platform and the Flare Platform Content only as permitted by these Terms.
3.2 To access and use the Flare Platform and Flare Platform Content, you must:
(a) agree and warrant to use the Flare Platform and Flare Platform Content in accordance with these Terms; and
(b) be a registered User.
These Terms commence when you agree to them and will continue in full force and effect until terminated in accordance with clause 17 (Term).
5.1 Flare HR grants to you for the Term a non-exclusive, non-transferable, non-sub-licensable licence to:
(a) use and access the Flare Platform and the Flare Platform Content; and
(b) download and/or print one copy of any Flare Platform Content to which you have properly gained access,
in accordance with these Terms and solely for your legitimate personal purposes only. If you wish to use the Flare Platform or Flare Platform Content for any other purpose, you must seek Flare HR’s consent beforehand.
6.1 Once your Employer has registered you as a User by providing us with your contact details, we will provide you with log-in details for you to access the Flare Platform.
6.2 When you log-in to the Flare Platform, you may be prompted to update or select your own log-in details for use in accessing the Flare Platform. You must keep your log-in details secure and confidential.
6.3 We will not be liable for any Loss arising out of or in connection with your failure to maintain the security of your log-in details.
6.4 You are fully responsible for all activities carried out under or using your log-in details (whether or not authorised by you). You must immediately notify Flare HR of any unauthorised use of your log-in details or any other breaches of security.
6.5 If your Employer has nominated you to be an Administrator or Payroll User, you must comply with, and not seek to circumvent, any restrictions imposed on Administrator Access or for Payroll Users by Flare HR and/or by Employer from time to time. We may suspend or remove your Administrator Access at any time without notice for any reason whatsoever.
7.1 The Flare Platform is for your personal, non-commercial use only. You must not use this Flare Platform, or any Flare Platform Content, to further any commercial purpose, including any advertising or advertising revenue generation activity.
7.2 You must not use the Flare Platform, Flare Materials, Flare HR Marks or Flare Affiliate HR Marks that will or is likely to:
(a) damage Flare HR’s or any Flare Affiliate’s reputation;
(b) damage the availability or integrity of the Flare Platform;
(c) interfere with the use of the Flare Platform by others or could compromise any of the networks or servers used by the Flare Platform or Users;
(d) circumvent any access restrictions within the Flare Platform that apply to Employer or any User or Administrator;
(e) violate or infringe Flare HR’s or any Flare Affiliate’s rights in the Flare Platform, Flare Materials or Flare HR Marks, including Intellectual property rights; or
(f) causes or threatens to cause Flare HR’s or us to incur any legal, tax or regulatory liability.
7.3 If we allow you to post any information to the Flare Platform, Flare HR has the right to take down this information at its sole discretion and without notice.
We may change the Terms from time to time by publishing an updated version on the Flare Platform (available at www.flarehr.com/legal). By continuing to use and access the Flare Platform, you agree to these changes. We encourage you to check the Flare Platform periodically to ensure that you are aware of the current Terms.
9.1 Flare HR or Flare Affiliate may engage a Business Partner to provide any service or product (whether in whole or part) to you, which is available via the Flare Platform.
You acknowledge and agree that Flare HR and /or the Flare Affiliates may receive payments from third parties (including the trustees of superannuation funds) in relation to products and services made available via, or in connection with, the Flare Platform. This may involve the provision of financial services and you should read the Financial Services Guide (available at www.flarehr.com.legal) to find out more.
We only provide general advice that does not take into account your personal needs or circumstances. We may refer you to a third party for any personal advice you request. Read the Financial Services Guide (available at www.flarehr.com.legal) to find out more.
Unless otherwise indicated, Flare HR or the Flare Affiliates own or license from third parties all rights, title and interest (including Intellectual Property Rights) in the Flare Platform and Flare Platform Content including any improvements. Your use of and access to the Flare Platform and Flare Platform Content does not grant or transfer any rights, title or interest (including Intellectual Property Rights) to you in relation to the Flare Platform or the Flare Platform Content.
13.1 You agree to keep your log-in details secure and confidential. We will not be responsible for any loss arising from any failure to maintain the security of your log-in details.
13.4 During the Term, we may (but are not required to) continue to provide you with access to:
(a) the Flare Platform; and or
(b) data provided by you and, where permitted by your Employer, certain data about you that has been provided to us by your Employer (together, User Data),
even following cessation of your contract of employment or services with that Employer. However, we do not have any control over any data that was provider by your ex-Employer that is not User Data. Any request to access this data must be made directly to your ex-Employer and not us.
You must not disclose or use any Confidential Information except:
(a) with the prior written consent of Flare HR or relevant Flare Affiliate;
(b) if required by Law or a Government Agency;
(c) if it is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(d) in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or
(e) to your legal advisers, insurers or consultants.
15.1 We may (but are not required to):
(a) provide standard or progressive updates, changes or amendments to the Flare Platform as Flare HR sees fit to ensure proper operation and interaction of all parts of the Flare Platform and any general enhancements that may be introduced; and
(b) offer new services and features for the Flare Platform,
which will be subject to these Terms.
16.1 Your use of the Flare Platform may or may not require the installation of third party software or products. You agree that:
(a) this is entirely your responsibility; and
(b) we are not responsible in any way for making any recommendations about, supplying or installing such software or products.
16.2 You acknowledge and agree that:
(a) the Flare Platform may contain content and information drawn from a variety of third party sources and may from time to time make available to Users third party products or services (Third Party Material);
(b) we do not endorse, are not liable for and make no representation or warranty in respect of any Third Party Material; and
(c) the links to third party websites or other information sources that are contained in the Flare Platform may not remain current or be maintained.
17.1 You can terminate these Terms at any time by emailing [email protected]
17.2 Flare HR may terminate these Terms at any time by providing 30 days’ prior written notice to you via your email address we have on record or such other ways that ensures you will be aware of the notice.
17.3 Flare HR may also terminate these Terms upon reasonable notice (if practicable), if:
(a) Flare HR or any Flare Affiliate is required by any applicable Law or Governmental Agency to terminate access to all or any part of the Flare Platform or Flare Platform Content; or
(b) Flare HR, any Flare Affiliate or any supplier or business partner providing any related products or services decide to terminate access to all or any part of to the Flare Platform, Flare Platform Content or related services for any reason.
17.4 Flare HR may immediately (without notice to you) suspend your access to the Flare Platform, prevent your further access to the Flare Platform and/or terminate these Terms if:
(a) you breach any term of these Terms; or
(b) you have clearly demonstrated (regardless of whether directly or through your actions or statements or otherwise) that you do not intend to comply with these Terms.
17.5 Upon termination, you must stop using the Flare Platform and Flare Platform Content, and Flare HR reserves the right to delete your account and all data provided by or about you.
17.6 Without limiting any other provision of these Terms, clause 3 (Access Conditions), clause 9 (Third party payments), clause 12 (Intellectual Property Rights), clause 13 (Your data and privacy), clause 14 (Confidential Information), clause 17.5, clause 18 (Warranties and disclaimers) and clause 19 (Indemnity and liability) any other clauses which should by their nature survive termination of these Terms, survive termination or expiration of these Terms for any reason whatsoever.
18.1 Flare HR represents and warrants that the Flare Platform is fit for the purpose for which it is supplied.
18.2 Subject to clause 18.1, you acknowledge and agree that to the maximum extent permitted by Law:
(a) the Flare Platform and Flare Platform Content are made available “as is” and Flare HR and the Flare Affiliates make no warranties or representations about the Flare Materials and any warranties, representatives or endorsements (express or implied) are excluded from these Terms;
(b) except to the extent that Flare HR or any Flare Affiliate is directly and solely responsible for Loss, Flare HR and the Flare Affiliates will not be liable to you for any Loss suffered in connection with the provision of the Flare Platform or Flare Platform Content;
(c) Flare HR and the Flare Affiliates do not accept any liability for delays, interruptions, service failures and other problems relating to the Flare Platform or Flare Platform Content outside the reasonable control of Flare HR or any Flare Affiliate;
(d) Flare HR and the Flare Affiliates disclaim all liability for any Third Party Material;
(e) Flare HR and the Flare Affiliates (where applicable) implement security measures but cannot guarantee the security of the Flare Platform or that the Employer Materials will always be secure.
18.3 Subject to these Terms, Flare HR will use commercially reasonable efforts to make the Flare Platform available, subject to the need to conduct scheduled and emergency maintenance from time to time.
19.1 You will defend, hold harmless and indemnify Flare HR and the Flare Affiliates and their personnel (Indemnified Parties) from and against any and all Loss suffered or incurred by them arising out of or in connection with:
(a) any data (including personal information) disclosed by you in connection with these Terms; or
(b) a breach by you of these Terms.
19.2 You acknowledge and agree that Flare HR has been irrevocably appointed to act as sole and exclusive agent of these Indemnified Parties for the purpose of recovering (whether through court proceedings or otherwise) the Losses of the Indemnified Parties and enforcing the indemnities.
19.3 To the maximum extent permitted by Law:
(a) Flare HR and the Flare Affiliates will not be liable for any Indirect Loss; and
(b) Flare HR’s and, where applicable, the Flare Affiliates’ maximum liability arising out of or in connection with these Terms, the Flare Platform and the Flare Platform. Content, whether in contract, tort, breach of warranty or statutory guarantee or otherwise, will be limited at Flare HR’s and, where applicable, the Flare Affiliates’ sole discretion, to
(i) the resupply of the services to you; or
(ii) the payment of the cost of having the services supplied again.
20.1 These Terms contain the entire agreement between you and Flare HR and the Flare Affiliates with respect to its subject matter.
20.2 No failure to exercise or delay in exercising any right, power or remedy under these Terms operates as a waiver.
20.3 If any provision of these Terms is held by a court to be illegal, invalid or unenforceable under the applicable law, that will be severed from these Terms and the remaining terms and conditions will be unaffected.
20.4 The Terms are governed by, and construed in accordance with the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
The following definitions apply unless the context requires otherwise.
Administrator any a person nominated by the Employer who is responsible for administrating the Employer’s human resources functions in relation to the Flare Platform.
Administrator Access means:
(a) access to certain information selected and made available by Flare HR or a Flare Affiliate about the Users and the use of the Flare Platform by such Users;
(b) the ability to upload and display Employer Materials for inclusion into the Flare Platform and to manage the settings for presentation of such materials; and
(c) access to any other information or Flare Platform functionality made available by Flare HR or any Flare Affiliate to Administrators from time to time.
Business Partner means any legal entity, company, corporation, firm, partnership or other entity that Flare HR or Flare Affiliate has engaged under an agreement to provide services in connection with the Flare Platform
Confidential Information includes all information of a confidential nature relating to Flare HR, Flare Affiliates, Flare Platform, Flare Platform Content or such other information exchanged between you and Flare HR or any Flare Associate as a result of entering into these Terms, whether in writing, electronically or orally but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by you.
Employer means the entity which has engaged Flare HR to provide you with access to the Flare Platform.
Flare Affiliate means any legal entity, company, corporation, firm, partnership or other entity that is controlled by Flare HR or is under common control with Flare HR within the meaning for the Corporations Act 2001.
(a) controlled by Flare HR or is under common control with Flare HR within the meaning for the Corporations Act 2001; or
(b) a related body corporate of Flare HR within the meaning of the Corporations Act 2001
Flare HR means Flare HR Pty Ltd (ABN 46 607 120 892).
Flare Platform means the Flare HR management platform.
Flare Platform Content means any content, data or materials (including all text, graphics, logos, audio and software) made available to you on or via the Flare Platform
Governmental Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange.
Indirect Losses means loss of profits, loss of use, loss of production, loss of business or loss of business opportunity, consequential loss or indirect loss of any nature
Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this Agreement, and whether in Australia or otherwise.
Law means all laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct, writs, orders, injunctions and judgments.
Loss means any claim, loss liability, cost or expense (including legal expenses on a full indemnity basis).
Payroll User means the Personnel involved in processing or approving Employer’s payroll.
Personnel means in respect of a person any employee, contractor, servant, agent, or other person under the person’s direct or indirect control and includes any sub-contractors.
Term has the meaning given in clause 4.
Third Party Material has the meaning given in clause 16.
User means a person whose details have been imported by an Employer into the Flare Platform, or who have been sent a link by an Employer prompting them to use and input their details into the Flare Platform.