1.2. Through the Platform, employers (Employer) can advertise labour vacancies and recruitment agencies (Agency) can bid to supply candidates that meet the Employer’s requirements to fill those vacancies.
1.3. The Platform offers facilities for Clients and Agencies (together, Users) to fill vacancies on either a:
- Contract basis, where the successful candidate put forward by an Agency via the Platform will be offered a contract for services (Contract Market); or
- Permanent placement basis, where the successful candidate will be offered a permanent employment position with the Client (Permanent Placement Market),
(as the context requires, the Services).
1.7. You must not use the Site if you are:
- not a recruiter, a recruitment agency, or an employer seeking prospective recruitment services;
- not the owner or approved user of the account you are accessing as listed on the platform; or
- not at least 18 years of age.
2.2. You must not add, post or upload any information (Content) to the Site:
- unless you hold all necessary rights, licences and consents to do so; or
- that infringes the intellectual property or other rights of any person.
2.3. The Site contains links to other websites as well as content added by people other than Ubidy. Ubidy does not endorse, sponsor, approve or accept any responsibility or liability for any such third party content or any content available on any linked website.
3. Intellectual Property Rights
3.2. You must not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of the Services, Ubidy software, or documentation or create or attempt to create a substitute or similar service or product through use of or access to the Site or the Services.
3.3. You must not use, register or attempt to register any trade marks or domain names that are derived from, substantially identical or deceptively similar to those of Ubidy and the Services.
4. The Platform
4.1. Ubidy makes no warranty, and has no obligation to ensure that, the Site and Platform are:
- available for use at any given time;
- compatible with a User’s third party software or chosen internet browser; or
5.1. You warrant to us that:
- all information that you provide to Ubidy whether directly or through the Site is true, accurate and complete;
- you will not allow any unauthorised access to the Site or the Platform and you will notify Ubidy immediately upon becoming aware of any unauthorised access or use; and
- you will comply with any applicable laws, standard or regulations with regard to labour law, including without limitation standards or regulations set by the International Labor Organisation (ILO).
6. Limitation of Liability
6.1. You acknowledge and agree that Ubidy’s ability to provide any Service via the Platform is subject to:
- your third party hardware and software (including browser of choice) meeting the Platform’s minimum operating requirements as detailed on the Site and updated from time to time.
6.2. Ubidy is not liable for any virus, malware, trojan or similar malicious software program or code infecting your software or hardware as a result of interactions with third parties on the Site or Platform.
6.3. To the full extent permitted by law:
- Ubidy excludes all liability in respect of any loss of data, interruption of business or any indirect or consequential loss, loss of profits, loss of opportunity or incidental damages; and
6.4. To the extent any legislation prohibits the exclusion of any implied warranties, you agree that Ubidy’s liability in respect of any claim is limited (at Ubidy’s option) to:
- in the case of services:
i) the supply of the services again; or
ii) the payment of the costs of having the services supplied again; or
- in the case of goods (including any downloadable apps):
i) the resupply of the goods; or
ii) the payment of the costs of having the goods resupplied.
7.1. You agree to indemnify Ubidy, its officers and employees or agents from and against any loss, claim, liability, cost or expense incurred by Ubidy in respect of a third party claim arising from or in any way related to:
- your infringement or alleged infringement of a third party’s intellectual property rights;
- your use of the Services or the Platform; or
- your violation of applicable laws, rules or regulations (including those published by ILO).
8.1. Ubidy may (temporarily or permanently) suspend, cancel or edit detail of your account, or any Content, at any time in its sole discretion without notice.
8.5. Ubidy is under no obligation to backup or otherwise retain data on the Platform relating to your account and your interactions with other Users or other parties on the Platform after termination under this clause 8.
9. Data Collection
9.1. You agree that Ubidy may collect and use technical data, usage and quality statistics (such as win rate, fill rate, hit rate, days to fill, average cost) and related information (Data) that is gathered periodically to facilitate the provision of updates, support and other services to you related to the Services. Ubidy and third parties may monitor, use and store Data to improve the Services.
9.2. You acknowledge that Ubidy may use and sell to third parties Data and information extrapolated from the Data, and you provide your express consent to Ubidy generating, using and commercialising the Data in this way.
9.3. You acknowledge that Ubidy may be required by law or regulation to provide data collected from the Site or in providing the Services to a government or regulatory authority and you consent to the provision of any such data or information.
11.1. You consent, acknowledge and agree that:
- any personal information (as defined in the Privacy Act 1988 (Cth) (Privacy Act)) disclosed to Ubidy via the use of the Site and Platform may be disclosed to Ubidy’s third party service providers or contractors, and/or stored on infrastructure used by Ubidy, outside of Australia;
- by creating and continuing to use your account on the Platform, you expressly agree and consent to the disclosure of any personal information outside of Australia in the manner permitted by this clause.
11.2. In providing this consent you understand and acknowledge that countries outside Australia do not always have the same privacy protection obligations as Australia in relation to personal information.
11.3. By providing your consent, under the Privacy Act, Australian Privacy Principle 8.1 does not apply to disclosures referred to in clause 11.1.
12. Acceptable Use Policy
12.1. You agree not to, and to not allow any of your employees or authorised third parties to, use the Services in a manner that:
- abuses or materially disrupts any aspect of the networks, security systems, Services and/or websites of Ubidy;
- interferes with the use of the Services by other users;
- generates or facilitates unsolicited and unauthorised advertising or marketing communications;
- violates or facilitates the violation of the legal rights of Ubidy or another user of the Platform;
- otherwise constitutes abuse or inappropriate use of the Site in Ubidy’s sole discretion.
12.2. You will not use the Services for any fraudulent or illegal purposes, or to intentionally distribute malware, viruses or any other computer code, files or programs of a destructive or deceptive nature.
13.3. Ubidy may assign, transfer or novate any of its benefits, rights or obligations under or relating to these Terms and Condition with notice in writing to you.
2.1. Ubidy agrees to provide the following services subject to these Terms and Conditions:
- making available to the Employer, Agencies subscribed to the Platform for the purpose of the Employer filling its employee vacancies as advertised on the Platform (Vacancy);
- facilitating, by the provision of the communication and negotiation tools made available via the Platform, the negotiation of potential engagement of an Agency’s candidate by the Employer to fill a Vacancy; and
- access to and use of the Platform, (Employer Services).
2.2. In addition to the Services, Ubidy will provide such additional services as agreed by the Employer and Ubidy in writing from time to time.
2.3. Ubidy shall not be responsible for (other than to the extent described in clause 2.1) or have any liability in respect of the terms of engagement of the candidate by the Employer, or any other matters between the Employer and an Agency.
4. Engagement Fees
4.1. If the Employer successfully enters into an agreement for engagement of a candidate as a result of contact between the Employer and an Agency via the Platform (Engagement), the Employer must, within  business days of entering the agreement for the Engagement, pay to Ubidy the amount agreed between the Employer and the respective Agency for securing the Engagement (Engagement Fee).
4.2. For the avoidance of doubt, an arrangement will be deemed an Engagement, and the Engagement Fee will be payable by the Employer, in circumstances where a candidate submitted by an Agency via the Platform is employed, or otherwise engaged, by:
- the Employer;
- a related body corporate or related entity of the Employer; or
- an associate of the Employer, within 6 months of that submission by the Agency.
4.3. The Employer acknowledges and agrees that, where the successful candidate for Engagement is submitted by more than one Agency, the Agency who first submits the candidate for the Employer’s consideration (as evidenced by the application timestamp on the Platform) will be awarded the Engagement.
4.4. Where the Employer, or a related body corporate, related entity or an associate of the Employer, enters an Engagement with a candidate submitted by an Agency to the Platform within six months of the Agency submitting that candidate, the Employer acknowledges that Ubidy is entitled to the Engagement Fee in respect of that candidate subject to the balance of these Terms and Conditions.
4.5. Payment of the Engagement Fee in accordance with clause 4.1 must be made by bank wire transfer per the details specified on the Platform or otherwise as advised by Ubidy, or enabled on the Platform, from time to time.
4.6. The Employer acknowledges that:
- the Engagement Fee is paid to Ubidy in consideration for the Employer accessing the Employer Services;
- subject to any terms agreed between Ubidy and the Agency, Ubidy will pay from the Engagement Fee any amount due to the Agency in respect of the Engagement; and
- Ubidy may retain any part of the Engagement Fee on terms agreed between Ubidy and the Agency.
4.7. Ubidy may nominate a bank to make, receive or hold payments to or from the Employer and the Agency from time to time. Unless otherwise advised, Ubidy’s nominated bank is Citibank N.A..
5. Refund of Engagement Fees
5.1. The Employer will be eligible for a partial refund of the Engagement Fee in accordance with clause 5.2 where a candidate subject of an Engagement:
- resigns; or
- is lawfully and properly, dismissed or terminated by the Employer, within 60 days of the candidate’s commencement of the Engagement with the Employer, due to:
- the candidate’s lack of suitability, experience, qualifications or knowledge in accordance with the requirements specified in the listing for the Vacancy; or
- serious misconduct by the candidate, (Termination Event) and:
- the Employer advises Ubidy and the Agency of the Termination Event in writing within 7 days of the Termination Event occurring; and
- the Agency who referred the candidate is unwilling or unable to provide the Employer with a replacement candidate;
i) in respect of an Engagement for an Executive or Professional Vacancy, within 60 days; and
ii) in respect of an Engagement for a Semi-skilled or Skilled Vacancy, within 30 days,
- of receiving notice from the Employer pursuant to clause 5.1(e) to the satisfaction of the Employer (acknowledging that a replacement candidate may only be submitted by an Agency once in respect of an Engagement).
5.2. Ubidy will grant partial refunds of the Engagement Fee in accordance with the below formula:
- where a Termination Event occurs up to  days from the commencement date of the Engagement (or from the commencement date of a replacement candidate, as the case may be), the Employer will be entitled to a refund of 85% of the Engagement Fee; and
- where a Termination Event occurs after  days from the commencement date of the Engagement (or from the commencement date of a replacement candidate, as the case may be) but before the expiry of  days from the commencement date of the Engagement, the Employer will be entitled to a refund of 42.5% of the Engagement Fee.
5.3. For the avoidance of doubt, under no circumstances will the Employer be entitled to a refund of any part of the Engagement Fee where a Termination Event occurs as a result of a redundancy, or in circumstances where the role being filled by the successful candidate does not reflect what was advertised in a Vacancy or otherwise represented by the Employer.
6. Employer’s use of Site
6.1. The Employer may post Vacancies and engage with Agencies through the Platform in the following ways:
- by setting up the [Permanent Placement Auction] (with or without a PQS selected) and inviting or opening the auction to agencies; and
- by using the tools made available on Platform to:
i) host and manage the [Permanent Placement Auction];
ii) accept applications to fill a Vacancy;
iii) review applications;
iv) exchange communications with Agencies and request clarification regarding the content of applications;
v) shortlist and decline candidates; and
vi) communicate the successful filling of a Vacancy.
6.2. The Employer acknowledges that it must complete all fields marked as mandatory on a Permanent Placement Auction listing form prior to posting the Vacancy.
7. Employer’s Obligations
7.1. The Employer must use the Platform for its sole benefit and must not redistribute the Employer Services to a third party unless expressly authorised by Ubidy.
7.2. The Employer must only post genuine Vacancies to the Platform that it intends to fill.
7.3. The Employer must ensure that it accurately and completely describes each Vacancy, including the role, the experience and qualifications required, the location of the role, and any other information required by Ubidy as specified on the Platform;
7.4. The Employer acknowledges and agrees that after first contact with an Agency in connection with a Vacancy via the Platform, it must:
- continue to communicate with Agencies via the Platform (and, subject to clause 7.4(b), if necessary, by other means), in respect of the relevant Vacancy; and
- not seek to circumvent payment of any amount to Ubidy relating to an Engagement, or otherwise offer to pay any additional fees for filling the Vacancy other than as negotiated on the Platform.
7.5. The Employer acknowledges and agrees that any Engagement by an Employer of a candidate that occurs where:
- the first contact between the Employer and the Agency is made via the Platform; and
- the Employer fails to comply with clause 7.4 (by not communicating with the Employer in accordance with that clause or seeking to circumvent any payment by the Employer to Ubidy), (Bad Faith Engagement) will result in the Employer:
- being barred from all future use of the Platform; and
- being liable to pay to Ubidy an amount equal to:
i) an amount equal to 25% of any amount paid by the Employer to the Agency for such engagement; and
ii) (where the Employer has cancelled its account on the Platform or failed to pay any applicable Platform Fees prior to the Bad Faith Engagement) any applicable Platform Fees that Ubidy deems, in its sole discretion, would have been payable by the Employer to Ubidy if the Bad Faith Engagement had occurred in accordance with these Terms and Conditions.
7.6. The parties acknowledge and agree that the amounts payable to Ubidy under clause 7.5(d) are a fair and reasonable pre-estimate of the damages likely to be sustained by Ubidy as a result of an applicable breach by the Employer.
7.7. The Employer must ensure that all Content it posts or uploads, or causes to be posted or uploaded, on the Platform is accurate and complete, and promptly update any changes to details of Vacancies posted on the Platform.
7.8. The Employer must comply with all reasonable directions of Ubidy in relation to the Employer’s use of the Platform.
7.9. The Employer must not, and must ensure that its personnel does not:
- use or collect content, information or data contained on, or derived from, the Site owned or uploaded by Ubidy or a third party for commercial purposes other than to engage with Agencies to fill a Vacancy;
- distribute a volume of messages via the Platform higher than an amount deemed reasonable by Ubidy, or otherwise misuse internal communication tools;
- contact persons or entities through the Platform other than in relation to the procurement of employment applications;
- cause damage or impair the performance, availability or accessibility of the Site;
- engage in, or use the Platform in a manner that constitutes, discrimination or harassment;
- engage in any illegal or unlawful act;
- add Content on the Site that:
i) is defamatory in nature;
ii) may bring Ubidy into disrepute: or
iii) would contravene any law or regulation; or
iv) infringes the intellectual property or other rights of any person; or
- otherwise engage in conduct deemed inappropriate by Ubidy (determined in its absolute discretion).
8. Agreement Between Employer and Agency
8.1 The Employer agrees that it is liable for any agreement or arrangement it enters into with an Agency or successful candidate, and Ubidy shall not be a party to any such agreement.
8.2. The Employer acknowledges that, while Ubidy will make all reasonable efforts to ensure that users of the Platform engage with the Employer properly and in good faith, it is not obligated to do so and Ubidy provides no representation or warranty regarding the performance or reputation of an Agency or any candidate the Agency proposes to fill a Vacancy.
8.3. Ubidy’s liability for any act or omission by an Agency or candidate shall solely be limited to partial payment of a refund in accordance with clause 4.7.
9. Dispute Resolution
9.1. If a dispute arises between the parties in relation to the interpretation of these Terms and Conditions or the rights of either party under these Terms and Conditions (Dispute), a party must not commence court or arbitration proceedings relating to the Dispute unless:
- the party has given notice of the Dispute to the other party;
- the parties have made reasonable attempts to resolve the Dispute by negotiation; and
- Ubidy has not, in its sole discretion and within 60 days of the dispute arising, given notice to the Agency requiring the parties to mediate the dispute.
9.2. The parties agree that, where mediation is required by Ubidy pursuant to clause 9.1(c), that mediation is to be held in:
- such jurisdiction as the parties agree (acting in good faith); and
- if agreement pursuant to clause 9.2(a) is not reached within 30 days of Ubidy issuing a notice requiring the parties to mediate, Brisbane, Australia, and must be in the English language, and will be mediated via a mediator recommended by the Resolution Institute of Australia (or its successor, as the case may be).
10.1. The Employer must keep its access details (e.g. username and password) for the Platform confidential and notify Ubidy immediately of any unauthorised access or suspected breach of the security of its access.
10.2. The Employer will be liable for any losses incurred by Ubidy for a third party using its account or password to access the Platform.
10.3. The Employer agrees that all candidate information supplied to it via the Platform is confidential, and must take appropriate measures to keep confidential such information.