Prosple General Terms & Conditions
Prosple Pty Ltd ABN 43 168 218 782 (“Prosple”, “we” or “us”) operates an online career platform allowing users (“User” or “You”) to access, request or offer internship, graduate roles and programmes for university graduates (“Student”) and to access career information (“Prosple Services”) via Prosple’s platform, including through our website at http://www.prosple.com/ any Prosple mobile software application available on the Apple or Android app stores or any other platform we may introduce in the future (“Prosple Platform”).
Use of the Prosple Platform or use of the Prosple Services confirms that You agree to be bound by these Terms & Conditions.
1 SCOPE OF PROSPLE SERVICE
1.1 Prosple provides career information (in print and electronic form) as well as a platform for persons (“Advertisers”) to promote to promote prospective internship, graduate roles and programmes (“Position”) to qualified Students.
1.2 A reference to a User in this agreement includes Students, Advertisers and any other person that accesses the Prosple Platform.
1.3 Users can access the Prosple Platform without registering, or where required, create an account with Prosple when they validly complete a registration form or link their social media account on the Prosple Platform (“User Account”). A User Account may be required to advertise, or apply for, a Position unless otherwise specified.
1.4 Prosple accepts no liability for any aspect of the Student and Advertiser interaction, including but not limited to the description of the Position offered and the performance of either the Student or the Advertiser. Prosple has no obligation to any User to assist in any way in any dispute between a Student and an Advertiser.
1.5 All information related to the Position is supplied by Advertisers and other Users. Prosple does not undertake any responsibility to review, approve or verify any User provided information prior to publication on the Prosple Platform.
1.6 You expressly agree that Prosple has no responsibility and makes no warranty as to the truth or accuracy of any aspect of any information provided by Users (including all Advertisers and Students), including, but not limited to, the ability of Advertisers to provide the Position, or the Students’ ability to perform in the Position.
1.7 Prosple makes no representation or warranty that:
(a) any material on the Prosple will be relevant, accurate, reliable or complete (nor does Prosple accept any responsibility arising in any way for errors in, or omissions from that material, even if those errors or omissions occur on account of Prosple’s negligence or gross negligence); or
(b) Your access to the Prosple Platform will be timely, secure or uninterrupted.
1.8 Your use of, or reliance upon, the material on the Prosple Platform is entirely at your own risk. Users agree to confirm and verify any material directly with the Advertiser before acting on the information.
1.9 The Prosple Platform contains contact details for various Advertisers. In placing these contact details on the Prosple Platform, Prosple makes no representation as to the relevance, currency or accuracy of such details.
1.10 Any third party name, contact details, hyperlink or trade mark depicted on the Prosple Platform is for information purposes only and is not intended, and nor shall it be, an endorsement or a recommendation by or on the part of Prosple of any person, product or service.
2 USER ELIGIBILITY
2.1 To create an account and use the Prosple Services You must be able to form legally binding contracts under applicable law. If You do not qualify to use the Prosple Services, You must not use the services.
2.2 You may register an account either directly or via your supported social media credentials, provided such registration does not breach the terms and conditions of use of that social media platform.
2.3 You must not establish more than one Prosple account.
2.4 While You are registered with Prosple You must maintain control of Your Prosple account. You may not deal with Your account (including Reviews and associated userid) in any way (including by allowing others to use Your account or by transferring or selling the account or any of its content to another person).
2.4 At its absolute discretion, Prosple may refuse to allow any person to register or create an account with Prosple or cancel or suspend any existing account.
2.5 Account names must not be:
(a) misleading or deceptive;
(b) offensive; or
(c) in violation of any law or Third-Party rights.
3 GENERAL USER OBLIGATIONS
3.1 You warrant and agree that at all times:
(a) You will comply with this Agreement (including all Prosple Policies) and all applicable laws and regulations;
(b) You will post only accurate information on the Prosple Platform;
(c) You will promptly and efficiently perform all Your obligations to other Prosple Users;
(d) all content (whether provided by Prosple, a User or a Third-Party) on the Prosple Platform may not be used on Third-Party sites or for other business purposes without Prosple’s prior permission; and
(e) You will ensure that You are aware of any laws that apply to You as a Student or an Advertiser, or in relation to any other way(s) that You use the Prosple Platform;
(f) You have all right, title, and interest to any content you transmit to or via the Prosple Platform, including but not limited to any consent, authorization, release, clearance or licence from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for You to provide, post, upload, input or submit the posted content;
3.2 You must not use the Prosple Platform for any illegal or unlawful purpose or in such a manner as to cause loss or damage, including reputational damage, to Prosple. Your use of the Prosple Platform must not, in any way whatsoever, be potentially or actually harmful to Prosple or any other person. “Harm” includes, but is not limited to, economic loss that will or may be suffered by Prosple.
3.3 Without limiting any provision of this Agreement, any information You supply to Prosple or published on the Prosple Platform must be up to date and kept up to date and must not:
(a) be false, inaccurate or misleading or deceptive;
(b) be fraudulent or involve illegal conduct;
(c) infringe any Third-Party’s copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, rights of publicity, confidentiality or privacy;
(d) violate any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export and import control, consumer protection, unfair competition, criminal law, antidiscrimination and trade practices or fair trading laws);
(e) be defamatory, libellous, threatening or harassing;
(f) be obscene or contain any material that, in Prosple’s sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images;
(g) advertise for goods and services or solicit funds; or
(h) contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of the Prosple Platform, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information.
3.4 You grant to Prosple an unrestricted, worldwide, royalty-free licence to use, reproduce, modify and adapt any content and information posted on the Prosple Platform for the purpose of including that material and information on the Prosple Platform and as otherwise may be required to provide the Prosple Service, for the general promotion of the Prosple Service and as permitted by this Agreement.
4 INTELLECTUAL PROPERTY
4.1 “Intellectual Property” means anything which is or can be the subject of intellectual property rights including any:
(a) work or sound recording as defined in the Copyright Act 1968 (Cth);
(b) trade mark as defined in the Designs Act 2003 (Cth), whether registrable or not;
(c) invention as defined in the Patents Act 1990 (Cth), whether patentable or not;
(d) trade secrets, know how or other information protected by law, and
in each case, whether registered or unregistered, and including all applications (and rights to apply) for, and renewals or extensions of such rights and all rights of action for infringement of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world and any improvements and/or modifications to such rights.
4.2 Prosple is the owner or the licensee of all Intellectual Property rights in the Prosple Platform and in the material published thereon (“Content”).
4.3 You acknowledge that all Intellectual Property rights in the Content anywhere in the world belong to Prosple or our licensors, that rights in the Content are licensed, and not sold, to You, and that You have no rights in, or to, the Content other than the right to use each of them in accordance with these terms.
4.4 You grant Prosple an irrevocable, non-exclusive, royalty-free, perpetual, and worldwide licence to use and sub-license content and Intellectual Property You publish or transmit on or through the Prosple Platform.
4.5 You irrevocably, voluntarily and unconditionally consent to all or any acts or omissions by Prosple, or persons authorised by Prosple, concerning any and all of the moral rights made or to be made by You in relation to content You upload or otherwise place on the Sites which would otherwise infringe Your moral rights.
5 LICENCE TO USE PROSPLE CONTENT
5.1 Prosple grants you a non-exclusive licence to access and use the Content owned by, but not licensed to, Prosple for your personal, non-commercial purposes.
5.2 You must not use, modify, reproduce, distribute, deal with, assign, sub-license, compile or adapt any Content for any purpose other than as set out in this Agreement.
6 IDENTITY VERIFICATION & REVIEWS
6.1 Prosple may at its discretion include tools to help Users to verify the identity or bona fides of other Users, or to match Students with potential Advertisers (“Identity Verification and Matching Services”). These Identity Verification and Matching Services may include mobile phone verification technology, algorithms, verification of payment information, a “Reviews” feature (allowing a User of the Prosple Service to request other Users to post a reference on the Prosple Platform endorsing that User), and integration with social networking sites such as Facebook, Twitter and LinkedIn.
6.2 You agree that Identity Verification and Matching Services may not be accurate as they are dependent on User-supplied information, and that Prosple makes no warranty as to the accuracy of the Identity Verification Services, or the suitability of any Prosple User or Advertiser so matched. Identity Verification and Matching Services are provided for Your convenience only and are not recommendations by Prosple.
6.3 The Prosple Services Identity Verification and Matching Services may be modified at any time.
7.1 Registering and creating a basic User Account with Prosple is free. There is no charge for a Student to request Position, or for other Prosple Users to review content on the Prosple Platform, including requested Position.
6.2 If You are an Advertiser the applicable fees are set out in the Advertiser Terms and Conditions which form part of this Agreement.
8 THIRD-PARTY SERVICES
8.1 Prosple may from time to time include on the Prosple Platform promotions for and links to services offered by third parties (“Third-Party Services”). These Third-Party Services are not provided by Prosple.
8.2 Third-Party Services are offered to You pursuant to terms and conditions offered by the Third-Party. Third-Party Services may be promoted on the Prosple Platform as a convenience to our Users who may find the Third-Party Services of interest or of use.
8.3 If You engage with any Third-Party Service provider Your agreement will be directly between You and that Third-Party Service provider.
8.4 Prosple makes no representation or warranty as to the Third-Party Services.
9 LIMITATION OF LIABILITY
9.1 Except for liability in relation to breach of any implied condition, warranty or guarantee, including under the Competition and Consumer Act 2010 (Cth), the exclusion of which from a contract would contravene any statute or cause any part of this Agreement to be void (“Non-excludable Term”), to the extent permitted by law Prosple specifically disclaims all liability for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including, without limitation, loss or damage relating to any inaccuracy of information provided, or the lack of fitness for purpose of any goods or service supplied), arising out of or in any way connected with any use of the Prosple Platform, Prosple Services or any transaction between Students and Advertisers.
9.2 Except for liability in relation to a breach of any Non-excludable Term, to the extent permitted by law, Prosple specifically disclaims all liability for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (including, without limitation, loss or damage relating to any inaccuracy of information provided, or the lack of fitness for purpose of any goods or service supplied), arising out of or in any way connected with any transaction between You and any Third-Party who may be included from time to time on the Prosple Platform.
9.3 Except for liability in relation to a breach of any Non-excludable Term, Prosple’s liability to any User of this service is limited to the total amount of fees paid by that User to Prosple during the twelve month period prior to any incident causing liability of Prosple.
9.4 Prosple’s liability to You for a breach of any Non-excludable Term (other than a Non-excludable Term that by law cannot be limited) is limited, at our option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services in respect of which the breach occurred.
9.5 Your right to bring an action against Prosple in relation to any alleged contravention by Prosple of section 18 of the Australian Consumer Law (or equivalent State or Territory legislation) is modified such that You can only make such a claim if You have issued notice of the claim and legal proceedings within 60 days after the right to bring such an action arose. You are barred from bringing any such action and waive any rights to bring any such action after that time.
10.3 You acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information You send using the Prosple Platform or Prosple Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
11 NO WARRANTY
Except for liability in relation to any Non-excludable Term, the Prosple Platform and Prosple Service is provided on an “as is” basis, and without any warranty or condition, express or implied. To the extent permitted by law, we and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to extent allowed by law. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful Third-Party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Prosple Platform, the Prosple Services, or any related products (including Third-Party material and advertisements on the Prosple Platform);
(c) costs incurred as a result of you using the Prosple Platform or the Prosple Services; and
(d) the services or operation in respect to hyperlinks which are provided for Your convenience.
12 VARIATIONS TO THE AGREEMENT
12.1 Prosple may vary this Agreement from time to time. Prosple will notify you of variations by sending a message to Your User Account, Your email address held on file, or by posting the information on the Prosple website.
12.2 Except as stated in this Agreement, in a Policy, or as otherwise notified to You, all amended terms will automatically be effective 14 days after they are initially notified to You. Each time You use the Prosple Platform in any manner after the expiry of that 14-day period or such other notice period notified to You, You acknowledge any changes to the Agreement (including the Policies) and confirm Your agreement to be bound by the Agreement as it may have been varied.
12.3 If You do not agree with any changes to this Agreement (or any of our Policies), You must terminate Your Prosple account and stop using the Prosple Services. Except as specifically described in or authorised by this Agreement, the terms of this Agreement and any Prosple Policy cannot be amended except in writing signed by You and Prosple.
13 NO AGENCY
13.1 No agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. In particular, You have no authority to bind Prosple, its related entities or affiliates in any way whatsoever. Prosple confirms that all Third-Party Services that may be promoted on the Prosple service are provided solely by such Third-Parties. To the extent permitted by law, Prosple specifically disclaims all liability for any loss or damage incurred by You in any manner due to the performance or non-performance of such Third-Party service.
13.2 Without limiting 13.1, each Advertiser is an independent contractor and no agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. Prosple acts as a mere introducer.
14.1 You agree to indemnify, defend and hold harmless us and our officers, directors, employees, agents, information providers, partners, advertisers, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable solicitor’s fees, resulting from any violation of this Agreement, including but without limitation, breaches of Your obligations under this Agreement, or any activity related to Your User Account (including infringement of third parties’ intellectual property rights anywhere in the world or negligent or wrongful conduct) by you or any other person accessing the Prosple Platform using Your User Account.
15.1 Except as stated otherwise, any notices must be given by registered ordinary post or by email, either to Prosple’s contact address as displayed on the Prosple Platform, or to Your contact address as provided at registration. Any notice shall be deemed given:
(a) if sent by email, 24 hours after email is sent, unless the Student is notified that the email address is invalid or the email is undeliverable, and
(b) if sent by pre-paid post, three Business Days after the date of posting, or on the seventh Business Day after the date of posting if sent to or posted from outside Australia. In this section, “Business Day” means a day on which banks are open for general business in Sydney, New South Wales, other than a Saturday, Sunday or public holiday.
(c) Notices related to performance of any Third-Party Service must be delivered to such Third-Party as set out in Third-Party Service Provider terms and conditions.
16 MEDIATION AND DISPUTE RESOLUTION
16.1 You must resolve disputes with other Users directly. You acknowledge and agree that Prosple may, in its absolute discretion, provide such of Your information as it decides is suitable to other parties involved in the dispute.
16.2 If You have a complaint about the Prosple Service please contact us at [email protected]
16.3 If Prosple provides information of other Prosple Users to You for the purposes of resolving disputes under this clause, You acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that you will indemnify Prosple against any claims relating to any other use of information not permitted by this Agreement.
17.1 Subject to the Advertiser Terms & Conditions, if applicable, either party may terminate an account and this Agreement at any time for any reason.
17.2 Termination of this Agreement does not affect any agreement that has been formed between Prosple Users. If You have entered an agreement with another User, You must comply with the terms of that agreement.
17.3 Clauses 3, 9, 11 and 14 and any other terms, which by their nature should continue to apply, will survive any termination or expiration of this Agreement.
19.1 This Agreement is governed by the laws of New South Wales, Australia. You and Prosple submit to the exclusive jurisdiction of the courts of that State.
19.2 The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.
19.3 This Agreement may be assigned or novated by Prosple to a Third-Party without Your consent. In the event of an assignment or novation You will remain bound by this Agreement.
19.4 This Agreement sets out the entire understanding and agreement between You and Prosple with respect to its subject matter.