Terms of Service

1. About these Terms

This platform and product are owned and operated by Vpply Pty Limited (ABN 47 636 491 588) ("Vpply", "we", "us" or "our"), a company incorporated in Australia.

These Terms of Service ("Terms") govern your access to and use of our websites (the "Website"), our mobile and web applications (the "App"), and the services, data, information, tools, functionality, updates and similar materials we provide through them (together, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not use the Services. If you are using the Services on behalf of a business or other entity, you represent that you are authorised to bind that entity to these Terms.

The following documents are incorporated into these Terms by reference: our Privacy Policy, our Copyright and Complaints Policy, and any plan, order form or subscription terms presented to you when you purchase Paid Services.

2. Eligibility

You must be at least 14 years old to use the Services. If you are under 15, you may only use the Services with the consent of your parent or guardian, and by completing a screening or creating an account you confirm that consent has been obtained. Employers and recruiters using the Services to screen candidates under 18 are responsible for complying with the child employment laws of the relevant State or Territory.

Some parts of the Services may not be available to the general public, and we may impose eligibility rules from time to time. We may amend or remove these eligibility requirements at any time, acting reasonably.

3. Your licence to use the Services

Provided you comply with these Terms, we grant you a limited, revocable, non-assignable, non-transferable, non-sublicensable, non-exclusive licence to access and use the Services, and to view and use materials on the Website and App that are intended to be displayed publicly, for your personal use or internal business purposes. No rights other than those expressly stated are granted.

4. Accounts, passwords and security

You are responsible for controlling access to and use of your account. You must keep your username, password and any other sign-in details confidential and secure, and you must notify us promptly of any suspected unauthorised access. You may only register one user account, and you must not impersonate any other person or business.

We may treat instructions received from a person using your account credentials as authorised by you, except where we know or reasonably ought to know the access is unauthorised. To report a suspected account breach, contact privacy@vpply.com with "Account Breach Notice" in the subject line.

5. Rules of conduct

Your use of the Services is conditional on your compliance with these Terms, including these rules of conduct. You agree that you will not, in connection with the Services, violate any applicable law or regulation, including the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the Fair Work Act 2009 (Cth) and applicable anti-discrimination legislation.

You agree not to upload, distribute, make available or otherwise publish through the Services any Content or Submissions that:

• is unlawful, or encourages anyone to do anything unlawful, including unlawful discrimination in recruitment or hiring;
• contains a virus, malware or any similar program or code that may damage the operation of our or anyone else's systems;
• infringes or violates the rights of any party, including intellectual property, privacy, confidentiality or publicity rights; or
• is defamatory, pornographic, obscene, indecent, harassing, threatening, bullying or otherwise inappropriate.

You further agree that you will not:

• modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Services, except as permitted by law;
• interfere with or disrupt the operation of the Services, including by hacking, defacing, or restricting or inhibiting any other person's use;
• transmit or make available any denial of service attack, virus, worm, trojan or other harmful code or activity;
• probe, scan or test the vulnerability of the Services, or attempt to breach security or authentication measures, without our prior written authorisation;
• take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
• harvest or collect email addresses or other contact or personal information of other users;
• scrape or collect content from the Services by automated means, including for the purpose of training artificial intelligence or machine learning models; or
• submit, post or make available false, incomplete or misleading information, including false or misleading candidate or employer information.

You are not licensed to access any non-public portion of the Services, and you must not attempt to override any security measures. Our rights to suspend or terminate access are not limited to breaches of these rules of conduct.

6. Candidate content and AI-assisted features

The Services include video-based candidate screening and features that use artificial intelligence or automated processing to assist employers and recruiters in reviewing applications ("AI Features").

AI Features analyse the transcript of a candidate's responses only. They do not analyse a candidate's appearance, facial features, voice characteristics or any other visual or acoustic element of a recording, and they do not collect or use biometric information.

Where AI Features are used in connection with personal information, we handle that information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and our Privacy Policy. Our Privacy Policy explains what information the AI Features use, the kinds of outputs they generate (including transcripts, summaries, assessments and suggested rankings), and the kinds of decisions they may assist with.

AI Features are designed to assist, not replace, human judgment. Suggested rankings and assessments are a guideline only. The Services clearly identify candidate responses that have not yet been reviewed, and you must ensure that appropriate human review occurs before making any decision that significantly affects a candidate. Employers and recruiters using the Services remain solely responsible for their hiring decisions and for complying with applicable employment, privacy and anti-discrimination laws. We do not guarantee that outputs of AI Features are accurate, complete or suitable for any particular purpose.

We do not use candidate videos, recordings, transcripts or application materials to train or fine-tune artificial intelligence models, and we will not do so without express consent obtained in accordance with our Privacy Policy and applicable law. Where third-party AI providers are used to deliver AI Features, we require contractual protections preventing the use of your information to train their models.

7. Content you submit or make available to us

You are under no obligation to submit anything to us, and unless otherwise stated we do not claim ownership of your Content. However, to operate the Services we need your permission to host, process, display, reproduce and otherwise use Content you make available.

If you submit or make available Content through the Services, you grant us a non-exclusive, worldwide, royalty-free, transferable, sublicensable licence to host, store, reproduce, use, modify, display, perform, transmit, distribute, translate and create derivative works from that Content, solely to the extent reasonably necessary to provide, operate, improve, promote and secure the Services, and as otherwise described in our Privacy Policy. This licence continues for as long as your Content is retained in accordance with our Privacy Policy and data retention practices, and survives termination only to that extent and to the extent needed for backup, legal and compliance purposes.

Content you upload for the purpose of non-public processing through the Services (such as candidate applications, interview recordings and non-public communications) will be used by us only to provide the Services to you and to those you designate to receive that Content, and as otherwise permitted by our Privacy Policy and applicable law.

By submitting Submissions or Content, you warrant that: (a) you have the right to provide them and doing so does not violate any third party's rights; (b) to the best of your knowledge they are accurate and true; and (c) where the Content includes personal information about another person, you have the right and any necessary consents to provide it to us.

We are under no obligation to retain or maintain any Content or Submissions, except as required by law or as set out in our Privacy Policy, and we may remove material that breaches these Terms. You are responsible for keeping your own copies of your Content.

8. Privacy

We collect, hold, use and disclose personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and our Privacy Policy, available on the Website. By using the Services, you acknowledge that you have read our Privacy Policy. If you provide us with personal information about another individual (for example, a candidate or referee), you must ensure that individual has been made aware of the collection and directed to our Privacy Policy.

If we become aware of an eligible data breach involving personal information we hold, we will comply with the Notifiable Data Breaches scheme under the Privacy Act.

9. Our intellectual property

We own or licence the graphics, logos, names, designs, page headers, button icons, scripts and service names used in the Services, which are our trade marks, trade names and/or trade dress, and the overall look and feel of the Services, which is protected by Australian copyright and trade mark law. All product names, service names, trade marks and service marks are our property or the property of their respective owners, as indicated. You must not use them other than as permitted by these Terms.

The software used to provide the Services, and all enhancements, updates, upgrades, corrections and modifications to it, together with all intellectual property rights in them, remain the sole and exclusive property of us and our licensors. These Terms do not transfer any ownership to you.

10. Subscriptions, fees and GST

Certain elements of the Services require payment of fees ("Paid Services"), as described on the Website, App or in an applicable order form.

We may use a third-party payment processor to charge your nominated payment method. Payment processing is subject to the processor's terms and privacy policy in addition to these Terms. You authorise us, through the payment processor, to charge your nominated payment method for the Paid Services you purchase.

For one-off fees, your payment method will be charged at the time of purchase or you will be invoiced by us. For recurring subscriptions, we will charge your payment method or invoice you at the start of each renewal period at the then-current price for your plan, until you cancel. We will give you reasonable advance notice of any price increase, and the increase will take effect from your next renewal so you have the opportunity to cancel first.

You may cancel, upgrade or downgrade your subscription at any time through your account. Charges already incurred are non-refundable except as required by law (including the Australian Consumer Law) or as otherwise stated by us. If you upgrade, the difference will be charged at the time of upgrade and the new price applies on an ongoing basis. If you downgrade, the reduced price applies from the start of the next billing period.

Unless expressly stated otherwise, all fees are quoted in Australian dollars and are inclusive of GST. The price shown is the total amount payable; no additional GST is charged on top. Where GST is payable on a supply made under these Terms, the GST component is included in the fee and we will provide a tax invoice showing that component.

Your account will be delinquent if payment in full is not received when due. We may charge interest on overdue amounts at the rate prescribed under the Civil Procedure Act 2005 (NSW) for post-judgment interest, plus reasonable costs of collection. We may suspend or terminate your access to Paid Services while your account is delinquent, after giving you notice and a reasonable opportunity to remedy the non-payment.

11. Availability and changes to the Services

While we make reasonable efforts to keep the Services generally available, we do not promise that access will be error-free or uninterrupted. We may modify or discontinue the Services or any part of them. If we permanently discontinue a Paid Service you have prepaid for, we will provide a pro-rata refund of prepaid fees for the unused period. Use of the Services may cause you to incur data charges from your provider.

The Services may contain typographical errors or inaccuracies and may not be complete or current. We may correct errors and update information at any time without prior notice.

Material on the Services, including summaries, descriptions and publications, is general in nature and does not constitute legal, medical, financial, investment, business or professional advice. You should seek relevant professional advice before acting on it.

We do not routinely screen, approve or endorse information posted by users of the Services, including representations made by employers, recruiters or candidates, and to the maximum extent permitted by law we are not responsible for that information. Your reliance on it is at your own risk.

12. Australian Consumer Law

Our Services come with guarantees that cannot be excluded under the Australian Consumer Law ("ACL"). Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the ACL or any other applicable law that cannot lawfully be excluded, restricted or modified.

Subject to the above, and to the maximum extent permitted by law, the Services are provided "as is" and we exclude all conditions, warranties and guarantees that may be implied into these Terms, whether by statute, common law or otherwise.

Where our liability for breach of a non-excludable guarantee can be limited under section 64A of the ACL, our liability is limited, at our option, to: (a) the resupply of the relevant services; or (b) the payment of the cost of having the relevant services supplied again.

13. Limitation of liability

Subject to clause 12, and to the maximum extent permitted by law:

• neither party is liable to the other for any loss of profits, loss of revenue, loss of data, loss of goodwill or any indirect or consequential loss arising out of or in connection with the Services or these Terms, however caused, even if advised of the possibility of that loss;
• our total aggregate liability to you arising out of or in connection with the Services or these Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the greater of: (a) the total fees paid by you to us in the 12 months before the event giving rise to the claim; and (b) AUD $500; and
• each party's liability is reduced proportionately to the extent the loss is caused or contributed to by the other party's negligence, breach or unlawful conduct.

Nothing in these Terms limits or excludes liability for fraud, wilful misconduct, or any liability that cannot be limited or excluded by law.

14. Indemnity

You agree to indemnify us and our officers, directors, employees and agents against losses, liabilities, costs and expenses (including reasonable legal costs) arising out of or in connection with: (a) Content or Submissions you submit, post or transmit through the Services; (b) your breach of these Terms; or (c) your unlawful conduct in connection with the Services, except to the extent the loss is caused or contributed to by our negligence, breach of these Terms or unlawful conduct.

15. Suspension and termination

We may suspend or terminate your access to all or part of the Services if you materially breach these Terms, if required by law, or to protect the security or integrity of the Services. Where reasonable, we will give you notice and an opportunity to remedy the breach before terminating. We have a policy of terminating the accounts of repeat copyright infringers in accordance with applicable law.

You may stop using the Services and close your account at any time. Clauses which by their nature should survive termination (including clauses 7, 9, 12, 13, 14 and 17) survive termination of these Terms.

16. Copyright and other complaints

If you believe in good faith that material on the Website or App infringes copyright in your work under the Copyright Act 1968 (Cth), or infringes any of your other rights or is otherwise unlawful, please send a notice to privacy@vpply.com containing:

• your name, address, email address and phone number;
• identification of the work or right you claim is infringed or violated;
• identification and location of the material on the Services that you believe should be removed or remedied;
• a statement of the basis on which you claim the material infringes your rights or is unlawful;
• a statement that you hold a good faith belief that the use of the material is not authorised by the rights owner, its agent or the law, and that the information in your notice is accurate; and
• your physical or electronic signature.

If we receive a complying notice, we will assess it and, where appropriate in our reasonable discretion, take action, which may include removing or disabling access to the material. We may provide your notice to the person who posted the material.

17. Disputes, governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.

Before commencing court proceedings (other than urgent interlocutory relief), a party must give the other written notice of the dispute and the parties must attempt in good faith to resolve it by negotiation within 21 days. If the dispute is not resolved, either party may refer it to mediation administered by the Resolution Institute in Sydney before commencing proceedings. Nothing in this clause prevents either party from bringing proceedings to protect intellectual property or confidential information, or limits any right you have to make a complaint to a regulator, including the Office of the Australian Information Commissioner or the Australian Competition and Consumer Commission.

18. General

Severability

If any provision of these Terms is found to be unlawful, void or unenforceable, it will be read down to the extent necessary, or severed, without affecting the validity of the remaining provisions.

Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will give you reasonable notice (for example, by email or in-app notice) before the change takes effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree to a material change, you may cancel your subscription before it takes effect and we will refund any prepaid fees for the unused period.

No partnership

Nothing in these Terms creates a joint venture, partnership, employment or agency relationship between you and us.

Assignment

We may assign these Terms to a related body corporate or in connection with a sale or restructure of our business, provided the assignee agrees to be bound by them and your rights are not materially adversely affected. You may not assign these Terms without our prior written consent.

No waiver

A failure by either party to enforce a provision of these Terms is not a waiver of that provision or of any right to enforce it later.

Notices

Notices to us must be in writing to contact@vpply.com. We may give you notices by email to the address on your account or through the Services.

Entire agreement

These Terms, together with the documents incorporated by reference, constitute the entire agreement between you and us in relation to the Services and supersede all prior communications, except that nothing in this clause excludes liability for misleading or deceptive conduct under the ACL.

Contact

Vpply Pty Limited
contact@vpply.com