GENERAL TERMS

Overview

Welcome to SaucedIt and thanks for using our platform, we are pleased to have you onboard and believe you now have the best solution to manage the complexities of your business.

This document (SI Ts & Cs) was last updated on 28 July 2021 and describes the terms of use, obligations and legal rights in relation to your use of the website www.saucedit.com (SI Website), mobile applications, subscriptions and content as outlined on the SI Website or agreed between us from time to time (SI Platform).


Applicable Terms

  1. In addition to the terms contained in this document (General Terms), the additional terms and policies listed in this clause 1, may also apply to your use of the Agreement Term:
    1. Our Privacy Policy;
    2. Our Terms of Access; and
    3. Terms agreed in writing between us, including in our Service Order Form (Order).
  2. The General Terms together with the policies and specific services listed in clause 1, will be collectively referred to as “Terms” in this document.
  3. Inconsistency of Terms: In the event there is any inconsistency or conflict in the provisions of these General Terms and any provision in the Service Order, the provisions in the Service Order shall take precedence.
  4. Updated Terms: SI reserves the right to amend these Terms from time to time. Amendments will be effective immediately upon notification on the SI Website. We may also notify you of any such amendments through your account or by email, if you have an account with us (SI Account). Please visit the SI Website for updates from time to time. Your continued use of the SI Platform following such notification will represent an agreement by you to be bound by the Terms as amended.
  5. Adverse Changes: If you become aware of a change to the Terms which you do not agree with or which you believe will negatively impact your use of the SI Platform, please notify us by email to admin@saucedit.com within 14 days of receipt of notice or otherwise being made aware of, the updated Terms.

    Following receipt of such notification, at our discretion:
    1. We may notify you that we agree to your continued use of some or all of the SI Platform in line with the earlier agreed Terms for the period of time set out in that notice; or
    2. If we do not respond to you within 30 days of your notification:
      • You may terminate your account with us and stop using the SI Platform within 30 days of the date you first notified us; or
      • Continue to use the SI Platform in accordance with the amended Terms.

    6. Parties to these Terms

  6. Customer means you, the individual and/or the company entering into these Terms, including any of your Personnel, to use or purchase services or subscriptions from the SI Platform. Customers are responsible for the payment of all applicable fees in relation to the use of the SI Platform, except for fees which are payable by individual Users.
  7. Employee has its ordinary meaning, but also includes independent contractors.
  8. Personnel means in relation to a party, any Employee, officer, or agent of that party.
  9. User means an individual who accesses the SI Platform, either for their own use or on behalf of a Customer and includes any Personnel of the Customer who access or use the SI Platform.
  10. Contracting SaucedIt Entity means Saucedit Pty Ltd ACN 611 114 179.
  11. SaucedIt: By using the SI Platform or agreeing to an Order you are entering into an agreement with the company indicated on your Order.

    The applicable Contracting SaucedIt Entity as indicated on your Order is referred to as SaucedIt, SI, we, our or us in these Terms.

    You may be contracting with different Contracting SaucedIt Entities for the provision of specific services or in relation to specific Orders. In that case, a separate agreement will be formed between you and each different Contracting SaucedIt Entity for the purpose of those the specific services or Orders.
  12. In these Terms, reference to:

    Active User means each login designated to an employee or nominee of the Customer assigned access and functionality which will be charged at the agreed rate.

    Archived User means an ex Employee; or seasonal / irregular Personnel who is removed from the SI Platform dashboard and is not charged as an Active User. The data for Archived Users is held on the Platform and can be viewed at any time. Archived Users can be reinstated to the dashboard at any time (within seven days of the request) for a fee.

    Associated Entities means members of the of SaucedIt Group.

    Agreement Term means the number of months (or period of time) which the Customer agrees to pay for all Active Users created. The rights of the Customer to terminate are only enlivened at the conclusion of the Agreement Term.

    Deleted User means any User of the Platform who is completely removed from the platform and cannot be reinstated. All data related to a Deleted User is unrecoverable.

    Lockdown Pricing means a rate of $0 per User for any calendar month which includes more than seven (7) days of a lockdown resulting from an order of a relevant authority. Lockdown Pricing is limited to businesses within industries that are unable to trade as a result of the lockdown. Eligibility for Lockdown Pricing is at the discretion of SI.

    Sauced It, SI, we, our or us means SaucedIt Pty Ltd and/or its Associated Entities, as providers of the SI Platform Services or Subscriptions.

    SaucedIt Group means Saucedit Pty Ltd ACN 611 114 179 and the companies for which it is the ultimate holding company (Associated Entities). Your agreement is with the SaucedIt Contracting Entity indicated on your Order and all claims you may have with us must be made to that entity.

    Service means the SI Platform, functionality and access to User information. Subscription Period means one calendar month, unless defined otherwise.

    You and your means Customer or User.

    13. SAUCEDIT ACCOUNTS

  13. You may be required to create an SI Account with us to access the available subscriptions and services from the SI Platform. Customers with an existing SI Account may grant a User with access to the SI Platform.

    The Customer must ensure that its access and use of the SI Platform and its User’s use of SI Platform are strictly in accordance with these Terms.
  14. The Customer must ensure that all Customer and User login details, including usernames and passwords, required to access the SI Platform are kept secure and confidential.

    The Customer must immediately notify us of any actual or suspected unauthorised use of passwords or access to login credentials including your biometric identifier (for example finger print or facial recognition or voice recognition) on a device.

    The Client must also take all other action that SI reasonably deems necessary to maintain or enhance the security of SI’s computing systems and network.
  15. The Client acknowledges and agrees that:
    1. the Client determines who is a User and what level of access (if applicable), to the SI Platform that User has;
    2. the Client is responsible for all Users’ use of the SI Platform; and
    3. the Client controls each User’s level of access to the Software at all times and can revoke or change a User’s access, or level of access, at any time for any reason, in which case that person or entity will cease to be a User or shall have that different level of access, as the case may be.

    16. USING THE SI PLATFORM

  16. We grant you the right to use the SI Platform based on:

    the subscriptions and services that have been purchased or signed up for

    your role; and

    the access level that you have been granted.
  17. SI Intellectual Rights: The intellectual property rights in all software and content (including photographic images) made available to you on or through the SI Platform remain the property of SI or its licensors and are protected by copyright laws and treaties around the world ( SI IP Rights). All such rights are reserved by SI and its licensors. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on the SI Platform nor may you use any such content except as permitted by these Terms or expressly permitted by us in writing.
  18. SI Templates: We may make document templates available to you from time to time, including standard employment agreements, workplace policies, safety and compliance documents, performance and coaching reviews and surveys ( SI Templates ). You may use the SI Templates for your internal business purposes only (including copying, distributing or modifying) and SaucedIt accepts no liability or responsibility for the accuracy or legal effect of the SI Templates. The SI Templates do not represent an advice or recommendation and you are to obtain your own independent legal advice with respect to them.
  19. Pre-release or beta versions: From time to time we may make available to you, pre-release or beta versions of products or services. You acknowledge that these products and services may still require further development and may be inoperable or incomplete and/or contain more inaccuracies, faults or bugs than our other commonly available services or products. Due to the nature of these products and services, you agree that your use of them is at your own risk.
  20. Third Party Services: You acknowledge that certain services accessible on the SI Platform are supplied by other companies ( Third Party Services). You agree that use of Third Party Services are subject to the fees, terms and privacy policies set by the Third Party Service provider for which you are liable. Before using the Third Party Services, you should ensure that you understand their terms and policies including how your data and personal information may be used by them.
  21. Restrictions: You acknowledge that you must not:
    1. use the SI Platform in a way that impairs its functionality, compromises the security or integrity of our systems or networks or interferes with other peoples use of the SI Platform;
    2. decompile, reverse engineer, disassemble, rent or sublicence anything on the SI Platform;
    3. access any system or account without our permission; or
    4. use the SI Platform for any illegal or fraudulent purpose or upload anything that may be offensive, discriminatory, defamatory, abusive or infringes the rights of others including intellectual property rights and privacy rights.
  22. Intellectual Property Indemnity: We will defend you, at our own cost against any claims made by a third party that the SI Platform (excluding non-SaucedIt content) used by you in accordance with these Terms infringes that third party’s intellectual property rights ( Infringement Claim).

    You must:

    1. notify us promptly of any actual or threatened Infringement Claim by a third party that the third party’s intellectual property rights have or may be infringed by you;
    2. give us sole control over the defence and settlement of any such Infringement Claim; and
    3. provide reasonable assistance in defending the Infringement Claim.

      4. Subject to the abovementioned, we will indemnify you for:

    4. the amount paid by you to the third party based on a settlement (agreed by us) or final court judgment, and
    5. reasonable legal and other out-of-pocket expenses incurred by you in helping us defend the Infringement Claim in accordance with clause 20c) above.
  23. Remedies: If we reasonably believe that an Infringement Claim under clause 20 may bar your use of the SI Platform, we will either obtain the right to keep using the SI Platform, or modify or replace the SI Platform with a functional equivalent. If either of these options would cause unreasonable costs to us, we may terminate your right to use the infringing SI Platform content or service and we will reimburse the corresponding proportion of prepaid subscription fees for the terminated SI Platform content or service on a pro-rata basis.
  24. Limitations: We are not liable if the Infringement Claim results from
    • use of the SI Platform in violation of these Terms or against our written instructions;
    • alteration of the SI Platform service or content by you or the Customer not authorised by us;
    • our compliance with your or the Customer’s express written instructions; use of the SI Platform in combination with any product or service not provided by us if the SI Platform would not infringe without such combination.
  25. Exclusive Remedy: Clauses 20 to 22 state your sole and exclusive rights and remedy with respect to Infringement Claims.

    26. ADDITIONAL SERVICES

  26. Additional Services: Additional services related to the SI Platform including advisory services, data cleansing services, development of template documents, implementation services, or employee services (Additional Services) may be offered by us. Any such Additional Services will be detailed in an Order, statement of work or on the SI Website. Our Additional Services may be subject to additional fees and terms further to these Terms.
  27. Schedules: SI will reasonably endeavour to meet any time schedules which have been mutually agreed in writing by the parties for any Additional Services.

    28. Subscriptions, Fees and Payment

  28. Fees: Unless otherwise agreed with you in writing, our fees for subscriptions and other services offered via the SI Platform are as set out in the Order.
  29. Subscriptions: We may offer you our services and content on the SI Platform on a paid subscription basis ( Subscriptions). Customers may elect to cancel their Subscriptions through their SI Account, in which case the Subscription will end at the end of the current Subscription period. Customer’s Subscriptions will otherwise automatically renew at the end of each Subscription period. We may, at our discretion, offer to downgrade a Subscription to a free Service offered by us, on suspension of a paid Subscription. A Customer cannot terminate a Subscription for convenience before the end of the Subscription’s Agreement Term.
  30. Complimentary Services: From time to time we may offer services at no charge such as free basic accounts, free trials or access to beta versions ( Complimentary Services). Your use of our Complimentary Services may only be available for a limited time and may be subject to additional terms . We may modify, defer or terminate your right to use our Complimentary Services at any time at our sole discretion.
  31. Trial Periods: Unless a free-trial Subscription is terminated prior to the end of the free trial period it will be automatically renewed at the end of the trial period and the Customer will be charged the applicable Subscription fee.
  32. Payment Methods: If you elect to pay our fees by credit card or direct debit by providing your credit card or direct debit account details to us, you acknowledge that we may process payment using that payment method for Subscriptions or services purchased from us.

    Should you dispute any amount charged to your credit card or direct debit account, you must provide notice in writing within seven (7) days of such fees being charged to your credit card or direct debit account. After this period you waive your rights to dispute any charge.

    Please ensure that any payment information you provide to us remains up to date. If you miss a payment, we may suspend your access to paid Subscriptions and the SI Platform or suspend the provision of services until the payment is made.
  33. Invoicing and Payment of Subscriptions:
    1. If you agree to an Order with SI you will be invoiced monthly in arrears on the 1st day of each month commencing on the first full month after you sign up. If not agreed to pay by direct debit, payment terms are 7 days from invoice (14th day of the calendar month);
    2. If you register via the SI Platform you will be direct debited monthly in arrears and your payment details will be debited on the first day of each calendar month; and
    3. The amount invoiced by SaucedIt will be based on the total number of Users on the SI Platform in the month.
  34. GST: Unless expressly stated to the contrary all fees are exclusive of GST and any other applicable taxes and duties and you are responsible for paying us the amount of any such taxes or duties that apply.
  35. Changes to Fees: SI agree to not change its fees during the Agreement Term. SI may vary the Subscription and services fees payable under these Terms from time to time by giving no less than 30 days' notice to you. For the avoidance of doubt, the varied fees will apply from the date set out in the notice If you continue to use the SI Platform after the price change takes effect, you accept the new price.

    36. DATA USE, PRIVACY AND CONFIDENTIAL INFORMATION

  36. Your Data: Your Data means all documents, files and information:
    1. uploaded to, entered into or stored in the SI Platform or
    2. otherwise supplied or made available to SI,

      by you or on your behalf or any actual or potential User.

      Through your usage of the SI Platform and receipt of SI services, SI will receive and have Your Data stored on third party servers.

      You grant SI a non-exclusive perpetual licence to host and store Your Data for the sole purpose of providing the Services, and SI may sublicense these rights to SI’s subcontractors.
  37. Use of Personal Data: We will comply with applicable data protection and privacy laws. In addition to these Terms, our Privacy Policy sets out in detail how we deal with personal data that you enter or upload to the SI Platform or otherwise provide to us. By agreeing to these Terms you consent to our use of Your Data as described in our Privacy Policy.
  38. Other People’s Information: If you enter or upload another person’s personal information, confidential information or intellectual property to the SI Platform (including information about your employees), you must ensure that you have the rights as an employer or you made any required notifications and gained necessary consents to allow us to store and use that personal information, confidential information and intellectual property as required to provide the SI Platform services and as permitted by these Terms. You indemnify us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability that arise out of your failure to comply with this clause.
  39. Removal and Suspension: We have no obligation to monitor Your Data uploaded to the SI Platform. However we have the right to (but we are not obliged to) remove Your Data or suspend or terminate your access to the SI Platform if we consider that Your Data contravenes these Terms or any law or in response to a take-down request or allegation that Your Data breaches any persons intellectual property or other rights. We are not liable for any losses you may incur if we take any actions permitted by these Terms.
  40. Our Confidential Information means any information in any form whatsoever disclosed by SI to you, that is designated by SI as confidential, that you know or should reasonably know is confidential (including any customer information), or that is by its nature confidential, as such as information that is not publicly available about our business, operations, trade secrets, technical information, non-public pricing information, information about the characteristics, features and performance of pre-release or beta versions.

    While using the SI Platform you may have access to our Confidential Information. You agree to protect our Confidential Information and not to share it without our express written permission unless required to by law.
  41. Your Confidential Information: We will protect your confidential Information that you provide and only use it to perform our obligations under these Terms and as permitted by these Terms. We may also disclose your confidential Information to our Associated Entities for the purpose of providing you with additional information about the SI Platform.

    42. LIABILITY AND INDEMNITY

  42. Warranty Disclaimers: The SI Platform is provided on an “as is, as available” basis. To the fullest extent permitted by law SI hereby expressly excludes all warranties and other terms which might otherwise be implied by statute, common law or the law of equity and must not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of the SI Platform, including that the SI Platform will be uninterrupted or error free and fitness for a particular purpose of the SI Platform including any content, services and products or that the SI Platform will meet your requirements, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise. We do not warrant that all features of the SI Platform will continue to be available, or that particular features will be developed in the future.
  43. SI Platform does not provide advice: Some parts of the SI Platform may include general summaries of the law, contract templates or tools to assist with compliance which may not deal with or be applicable to your particular circumstances. We use reasonable efforts to create content and services that comply with applicable laws in a general way, but content and services provided through the SI Platform does not constitute legal, financial, accounting or taxation advice, and nor should it be relied upon as such by you. You are responsible for compliance with the workplace, tax and other laws that apply to you or your business and you should obtain independent legal and tax advice if required. Except for liability that cannot be excluded or limited by law, we exclude liability for losses, costs, third-party claims, regulatory penalties, expenses or liability arising from or relating to legal, tax, accounting, WHS or compliance issues associated with your use of the SI Platform.
  44. Indemnity: You agree to indemnify, defend and hold harmless SI, its Associated Entities and directors, officers, employees, agents and licensors, from any and all third party claims, liability, damages or costs (including, but not limited to, legal fees) arising from your use of the SI Platform or your breach of these Terms (except to the extent the Losses were caused by our breach of these Terms or our negligence).
  45. Liability Exclusions: To the extent permitted by law, and except for your indemnity in clauses 37 and 43 each party excludes liability for loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, loss or corruption of data, loss, penalties or expenses arising from legal, tax, WHS or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
  46. Limitation of liability: To the extent that we are liable under this Agreement and in connection with the SI Platform (including in connection with any Additional Services) (whether in contract, under a right of indemnity, tort or statute) then SI’s cumulative liability in the aggregate (to the fullest extent permitted by law) shall be limited to direct damages up to the total paid by you to us during the 6 month period preceding the first event that gave rise to our liability under these Terms.

    This does not affect SI’s liability for death or personal injury arising from its negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
  47. Consumer Laws: Subject to any non-excludable consumer guarantees and other consumer protection provisions set out in the Australian Consumer Law, our liability is limited, at our option, to the cost of replacing or paying for the costs of replacing the relevant goods or services.

    48. TERM, TERMINATION AND SUSPENSION

  48. Subscription Periods: Subscriptions will automatically renew at the end of each Subscription Period on a monthly basis unless either party provides at least 90 days’ notice. A Subscription cannot be terminated under this clause before the end of any Agreement Term.
  49. Suspension and Termination: Except in relation to Subscriptions as set out in clause 48 or we have otherwise agreed, access to some or all services within the SI Platform may be terminated by either you or us by providing 5 days written notice.

    You acknowledge and agree that we may suspend or terminate your access to the SI Platform at any time without prior notice to you, including where:
    1. you have breached these Terms and Conditions, including non-payment of fees;
    2. you have exceeded the applicable usage limitations (if any);
    3. there is a malfunction, fault or breakdown of any of SI’s equipment or if SI undertakes repair, maintenance, updates, modifications or replacement of any part of the SI Platform;
    4. there is a security breach of any kind in relation to the SI Platform or Your Data;
    5. SI is required by law to do so;
    6. a Force Majeure Event occurs, which affects or may affect SI’s ability to provide access to the SI Platform;
    7. there is a claim made that the continued provision of access to the SI Platform infringes the rights of any person, or there is a claim made that exposes SI to liability or prosecution for an offence.
    8. To the extent permitted by applicable law, if you, your business or the Customer responsible for payment of the fees under these Terms is subject to an insolvency event.
  50. Continuation of Terms: These Terms will continue to apply until all your Subscriptions, SI Accounts and services provided under these Terms or associated with the SI Platform have terminated.
  51. Refunds: If any Subscriptions are terminated, or your access to any part or all of the SI Platform is terminated or suspended, you acknowledge that you will not be entitled to a refund of any fees paid other than as specified in these Terms or required by applicable laws.
  52. Your data: Through usage of the SI Platform, you will provide and have stored Data on our servers. We have no obligation to store or provide access to Your Data on the SI Platform after termination of your paid Subscription or Services or termination of your SI Account from the SI Platform.

    We may delete or remove any of Your Data stored on the SI Platform after 3 months from the date of termination of your SI Account.

    You are solely responsible for making backups of your Data, and SI excludes all Liability in connection with backups (or lack thereof) of your Data.br>
    We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the SI Website or SI Platform or to your downloading of any material posted on it, or SI Website or SI Platform.

    53. MISCELLANEOUS

  53. Publicity Rights: You acknowledge that SaucedIt or a member of the SaucedIt Group may refer to you as a SaucedIt customer on the SI Website or in our promotional materials. You may ask that we stop doing this by emailing us at admin@saucedit.com. It may take up to 30 days to process your request.
  54. Notices: Any notices under these Terms to us must be sent to us by emailing admin@saucedit.com. We may send legal notices to you by email to the email address you have provided to us or through the notification functionality in your SI Account.
  55. Force Majeure: Force Majeure Event means an event beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation in accordance with these Terms. Such circumstances include:
    1. adverse changes in government regulations;
    2. any disaster or act of God, lightning strikes, atmospheric disturbances, earthquakes, floods, storms, explosions, fires and any natural disaster;
    3. acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, cyber attacks, viruses or malware, data loss as a result of the actions of a third party;
    4. strikes or industrial disputes;
    5. materials or labour shortage; and
    6. acts or omissions of any third party network providers (such as internet, telephone or power provider).

    SI will not be liable for any failure to perform its obligations under or in connection with these Terms (or any associated agreement or document) where that performance is delayed, prevented, restricted or interfered with as a result of a Force Majeure Event.
  56. Assignment: Users may not assign, novate or otherwise transfer their rights or obligations under these Terms without our prior written consent. If you are a Customer, we will not unreasonably refuse our consent to assignment, if the assignee agrees to be bound by these Terms and we do not consider them to be a financial or other risk. We may assign our rights and obligations under the Terms (in whole or in part) without your consent.
  57. Relationship of the parties: Unless otherwise agreed in writing, nothing in these terms is to be treated as creating a partnership between any of the Parties or under the laws of any applicable jurisdiction.

    Except as specifically provided in these Terms, no party may act, or has any authority to act, as agent of or trustee for, or in any way bind or commit any other party, to any obligation.
  58. Survival of Terms: Any terms that by their nature should continue to apply after termination of these Terms will continue to apply.
  59. Governing Law: These Terms are governed by the laws of New South Wales, Australia and are subject to the exclusive jurisdiction of the courts of New South Wales, Australia.
  60. Disputes:
    1. Subject to clause 60(b), a party claiming that a dispute or disagreement has arisen out of, or in connection with, these Terms ( Dispute) will, within five (5) Business Days of the Dispute arising, give written notice to the other party providing particulars of the Dispute ( Notice of Dispute).
    2. The parties agree that the dispute resolution process in this clause 60 does not apply to Disputes in connection with the calculation or invoicing of our fees.
    3. The parties will meet at location or arrange a telephone conference as agreed between the parties in writing within five (5) Business Days of receipt of the Notice of Dispute in accordance with clause 61(a) to seek to resolve the dispute amicably.
    4. If the Dispute has not been resolved within twenty (20) Business Days of receipt of the Notice of Dispute in accordance with clause 60 (a), the parties may agree to refer the dispute to mediation administrated by a mediator recommended and accredited by IAMA in accordance with IAMA’s professional mediation rules or an equivalent professional mediator in any jurisdiction outside of Australia. The party issuing the Notice of Dispute must pay the costs of the mediator appointed pursuant to this clause.
    5. If the Dispute has not been resolved within thirty (30) Business Days of receipt of the Notice of Dispute in accordance with clause 60 (a) then (on the basis that the exhaustion of the dispute resolution process set out in this clause 60 is a condition precedent to the right of either party to commence court proceedings in relation to the Dispute) then the party who first served the Notice of Dispute may commence litigation.
    6. Any mediation discussions and proceedings undertaking in accordance with clause 60 will take place in Sydney (or such other location as the parties may agree between themselves in writing).