1. BACKGROUND
1.1. Starf Limited ("Starf") a company incorporated in New Zealand, is the exclusive licensee of an Internet-based platform owned by HR people Limited that enables an employer or recruitment agency ("You") to have access to:
(a) an Internet web-site or web-sites including Rogerjob.com ("Rogerjob"), Starf.net, StarfOnline.co.nz, StarfOnline.com, SecretJobAgent.com and access to business partners services and;
(b) a physical call centre operated by Starf or its agents or appointees; and
(c) Behavioural interviewing training (the "Pattern"); and
(d) Human resources and employment relations consulting.
1.2. Starf also provides a service to prospective employees ("Jobseeker") that enable them to register on Rogerjob as being available for job vacancies and a service that enables a Jobseeker to apply for a job vacancy advertised by you on a job board on Rogerjob or a job board on your own branded web site.
1.3 You may register to use the full Starf system (as described at paragraph 2.1.1 of these terms) or register only to use the more limited Recruitment Management System ("RMS") / Applicant Tracking System ("ATS") (as described at paragraph 2.1.2 of these terms). If you register to use the full Starf system or the RMS/ATS you have the option of paying a yearly licence fee ("yearly user") or of being a casual user. A yearly user of the Starf system receives unlimited access to Starf forms that are available on line which do not require any further input by Starf. A yearly user of the RMS/ATS receives unlimited access to the RMS/ATS. The licence fee does not cover employment relations and human resources consulting or training in the Pattern or any other training. A casual user pays for use per item for use of Starf forms in accordance with Starf's schedule of charges.
1.4 Starf may provide the pattern and human resources and employment relations consulting through independently licensed Starf Trainers and Coaches.
1.5 Starf's terms of business are set out in this document.
2. SERVICES
2.1 Starf offers the following services to you:
2.1.1 Full Starf system
(a) access via a website (Rogerjob) and a call centre to information about Jobseekers;
(b) access to business partners services (see clause 8 of this agreement);
(c) creation of and access to your own branded website where you can record and manage information about Jobseekers;
(d) contact with Jobseekers via Rogerjob or your branded website and by way of telephone, email or text messages generated by mobile telephone;
(e) access to forms and systems to assist you with the process of recruiting;
(f) access to forms and systems to assist you with employee performance and management;
(g) provision of employment relations and human resources consulting services, via a call centre, and on a face to face basis for an additional fee;
(h) training programmes for behavioural interviewing for an additional fee ("The Pattern®").
(i) access to independent Starf Trainers and Coaches (licensed by Starf) for provision of the consulting and training referred to at paragraph 2.1.1 (g) and (h) of these terms of business.
2.1.2 RMS/ATS
(a) access via a website (Rogerjob) and a call centre to information about Jobseekers;
(b) access to business partners services (see clause 8 of this agreement);
(c) creation of and access to your own branded website where you can record and manage information about Jobseekers;
(d) contact with Jobseekers via Rogerjob or your own branded website by way of telephone, email or text messages generated by mobile telephone.
(e) provision of employment relations and human resources consulting services via a call centre and on a face to face basis for an additional fee.
(f) access to independent Starf Trainers and Coaches (licensed by Starf) for provision of the consulting services referred to at paragraph 2.1.2 (d) of these terms of business.
2.1.3 Starf offers a trial of the RMS/ATS. The trial is for 30 days at a cost of $1.00 per day. See paragraph 7 of these terms.
2.2 The Pattern®:
2.2.1 You agree that on your request Starf will train you ( including your officers and employees or "trainee") at training workshops in the use of the Pattern® behavioural interviewing technique the terms of payment will be agreed at the time the training is organised and before it commences.
2.2.2 Starf may refer you to an independent Starf Trainer or Coach who will provide the Pattern training.
2.2.3 If you register for the use of the full Starf system ("Starf Pro") you agree you will not let any of your officers or employees use the Starf system unless they have received training in the Pattern modules know as HR1, HR2 and HR3.
2.2.4 You agree you will not copy or reproduce (or permit any of your trainees) to copy any part of the workbooks, folders, training manual or other written material provided by Starf.
2.2.5 You agree you will not permit any of your trainees to train or attempt to train any other person in the use of the Pattern except where you are licensed and certified as a Starf Coach and you have a separate written agreement with Starf regarding Pattern training.
2.2.6 The material referred to in 2.2.4 provided by Starf to you is for use by your trainees undertaking Pattern training and is to remain the property of Starf at all times and Starf retains copyright in all such material. It is to be returned to Starf on the ending or termination of any arrangement for Starf to supply services to you.
2.2.7 You agree you will prior to the commencement of any training workshops require each trainee to sign a document where the trainee agrees that in consideration of him or her receiving the Pattern training the trainee will not attempt to train any other person in the Pattern and where the trainee acknowledges the copyright of Starf in the training materials and agrees the materials are confidential and not to copy any training materials received and to return such to you or Starf on ceasing employment with you.
2.2.8 You acknowledge that the benefit to be derived by you or your trainees from your use of the Pattern is entirely dependant upon the way in which you or your trainees use the knowledge and skills acquired once the training has been completed.
2.3 Starf does not warrant or promise that:
2.3.1 individual Jobseekers will permit you to have access to information about them;
2.3.2 the information provided by a Jobseeker will be accurate or truthful or that Starf has or will independently verify such information;
2.3.3 a Jobseeker will attend scheduled interviews with you or positively participate in the recruitment process;
2.3.4 a Jobseeker about whom Starf provides information to you will remain available for employment;
2.3.5 forms or other materials provided by Starf will be suitable for the purposes for which you use them.
3. STARF'S CHARGES
3.1 Starf offers you two choices for registration with Starf:
3.1.1 As a yearly user paying an annual licence fee;
3.1.2 As a casual user.
3.2 A yearly user receives unlimited access to Starf forms that are available online which do not require any further input by Starf. The licence fee does not cover employment relations and human resources consulting or training in the Pattern where cost must be agreed by you and Starf prior to the services being supplied.
3.3 A casual user pays for use per item for use of Starf forms in accordance with Starf's current schedule of charges which is to be found at relationships@starf.net and pays for employment relations and human resources consulting and training in the Pattern as agreed in writing by you and Starf prior to those services being supplied.
3.4. A yearly user pays an annual licence fee either by way of twelve monthly instalments or by way of one annual payment, in advance. Contact Starf at relationships@starf.net to apply for an annual licence and to obtain details of current licence fees.
3.5 Yearly users can not become casual users unless Starf at its absolute discretion agrees and Starf will not agree to a change to casual user unless a notice requesting the change is received 30 days prior to expiration of a current yearly licence as referred to in clause 3.6(b)
3.6 If you are a yearly user you also agree:
(a) the licence fee is for one year (12 months) and is non refundable if for any reason you cease to use Starf's services;
(b) unless you give 30 days written notice to Starf prior to the end of your 12 month licence period that you wish to cease being a yearly user the licence rolls over at the end of the period and another licence fee is payable;
(c) if a licence fee or part of a licence fee is not paid when due you no longer have any access to Starf's services;
(d) to pay interest at Starf's bankers rates for overdue payment on any amount not paid when due from date due to date of payment.
3.7 If you are a casual user you also agree:
(a) to pay for use of Starf's forms and documents (use per item basis) by cash, cheque, credit card or direct debit to your bank account at time of use unless otherwise agreed with Starf;
(b) if Starf agrees a casual user may pay on a 7 day account;
(c) if payment is not made when due you no longer has any access to Starf's services;
(d) to pay interest at Starf's bankers rates for overdue payment on any account not paid when due from date due to date of payment.
3.8 Starf's charges for casual services and for services not covered by a licence fee shall be according to Starf's prevailing scale of charges from time to time as published on Starf's web-site, www.starfonline.com, www.starfonline.co.nz or as otherwise agreed in writing with Starf.
3.9 Starf's charges and the currency in which Starf's charges are expressed may vary from place to place depending on the location from which you gain access to the services.
3.10 Unless otherwise agreed in writing or stated in any schedule of charges or licence fees on Starf's web site all charges are plus any applicable goods and service tax or any other taxes or similar payments required by any state or government for the supply of goods and/or services in the place where the goods or services are supplied.
3.11 Starf reserves the right to alter its charges without prior notice to you.
3.12 If consulting or training is provided by an independent Starf Trainer or Coach you will pay Starf the fee agreed in advance with Starf for the service and Starf will pay the Starf Trainer or Coach for the services in accordance with its agreement with the Trainer/Coach.
3.13 If you provide services independent of Starf utilising Starf as part of your service offering, you will advise Starf by emailing accounts@starf.net to enable Starf to invoice you so you remit to Starf a 10% (+GST if applicable) share of the charges you receive providing a service using Starf. You will also ensure that the organisation you are providing services to has accepted Starf's terms and conditions of business.
4. CONTROL AND PROTECTION OF INFORMATION
4.1 Disclosure of information by Starf
Starf agrees not to disclose to any person or entity any information provided to it by you except to the extent that:
(a) disclosure is necessary to allow Starf to carry out any services required by you;
(b) information provided to Starf will be stored in a Starf controlled database;
(c) Starf is obliged to disclose such information by law.
4.2 Handling and Storage of information by Starf
Starf agrees to take reasonable steps to store safely and securely all information provided to it by you and to destroy or delete the information within a reasonable time of a request by you for it to be destroyed except that Starf shall not be required to destroy any information:
(a) that it is required by law to retain;
(b) that may in Starf's opinion, be relevant to any dispute that is pending between Starf and you or a third party until such dispute has been finally resolved;
(c) prior to the expiry of a six month period after the commencement of employment where a jobseeker has been employed by you and that jobseeker was introduced to you by Starf.
4.3 Collection handling and disclosure of information by you
You agree that:
4.3.1 you shall ensure that information provided to Starf:
(a) is not false, inaccurate or misleading;
(b) does not infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;
(c) is not defamatory or unlawfully threatening or harassing;
(d) is not obscene or pornographic;
(e) does not contain any viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
(f) does not breach any of the provisions of the Privacy Act 1993 and Human Rights Act 1993.
(g) does not breach any applicable law of any country where you carry on business or use the services provided by Starf.
4.3.2 in the event Starf is required to withdraw any advertisement or other notice placed by you because of your breach of any provision of clause 4.3.1, you shall not be entitled to have the cost of the advertisement refunded to you. If you subsequently re-place the advertisement in a form or manner that complies with your obligations in clause 4.3.1, you will pay the same fee as for a new advertisement.
4.3.3 you shall treat as confidential all information provided to you by Starf or by an independent Starf Trainer or Coach.
4.3.4 you will not access or attempt to access data of any other customer of Starf.
4.3.4 when collecting information from any person where that information is going to be provided to Starf you shall inform the person why the information is being collected and that it will be stored in a database controlled by Starf.
4.3.5 if a Jobseeker applies for a job vacancy direct to you or registers with you as being available for job vacancies and you enter that Jobseekers information into a Starf supplied RMS/ATS database (including your own branded web site) you shall ensure you have a procedure for the Jobseeker be informed of and to accept Starf's Jobseekers terms of business prior to you progressing the application or registration.
4.3.6 should a Jobseeker withdraw or should you eliminate a Jobseeker from consideration for a position, you shall notify Starf and you will destroy all information about that Jobseeker provided by Starf to you;
4.3.7 as soon as it comes to your attention that any information provided by you to Starf or an independent Starf Trainer or Coach is false, inaccurate or misleading, you shall notify Starf and you shall remedy the defect;
4.4 Intellectual Property
4.4.1 You acknowledge and agree that Starf:
(a) is the proprietor or exclusive licensee of all intellectual property in the systems, procedures, web-site designs created or supplied by Starf;
(b) enjoys an exclusive licence from HRpeople Limited to use the forms and other documents that Starf may make available to you;
(c) allows you to have access to forms and documents:
(i) on a pay per use basis or pursuant to an annual licence; and
(ii) on the basis that you may use a particular form or document only for the immediate purpose for which you acquired the form or document.
4.4.2 Consequent on the acknowledgements contained in clause 4.4.1, you agree to use Starf's forms and documents only for the purposes of recruiting and/or managing your employees;
4.4.3 You also agree and undertake:
(a) not to reproduce, store, adapt or reuse any form or document obtained by you from Starf or any Starf document provided to you by an independent Starf Trainer or Coach;
(b) not to copy or adapt any system, procedure or function belonging or licensed to Starf;
(c) not to make any Starf form, document or procedure (or any adaptation thereof) available to any third party; without Starf's written permission and payment of any appropriate fee or charge.
4.4.4 You acknowledge and agree that your agreement, undertakings and acknowledgements contained in this clause 4.4 have been made for the benefit both of Starf and of HRpeople Limited and that HR People Limited, as the holder of copyright in the forms and documents made available to you, may enforce the provisions of this clause 4.4 in terms of the Contracts (Privity) Act 1982.
4.4.5 You acknowledge that the Behavioural Interviewing techniques and processes (known as the Pattern®) Training Materials HR1, HR2 and HR3, are the intellectual property of Starf. You agree not to:
(a) train or attempt to train any other persons in the behavioural interviewing techniques or processes which are the intellectual property of Starf without specific permission in writing (accreditation) from Starf to do so; or
(b) act in any way which is inconsistent with or in conflict with the rights of Starf or HRpeople Ltd as owner of such intellectual property.
4.5 Protection of Starf's Computer Systems and Programs
4.5.1 You agree you will access and use Starf's systems and computer programs in accordance with any instructions provided by Starf for use and you will not do anything that may interfere with or cause damage to those systems and computer programs. In particular you agree you will not carry out any security, performance or load testing on Starf's systems or computer programs without the prior written consent of Starf.
4.6 Recording of Calls
4.6.1 You consent to the recording of all calls to and from the Starf call centre, regardless of whether calls are initiated by you, a Jobseeker or by the call centre.
5. INDEMNITY AND DISCLAIMER
5.1 You indemnify Starf, its directors, employees and agents against all claims, actions, proceedings, investigations, demands, judgments and awards (together, "Claims") which may be made, instituted, threatened or alleged against or otherwise involve Starf, and against all losses, liabilities, damages, costs, charges and expenses (together, "Losses") which may be suffered or incurred by Starf:
5.1.1 in connection with or arising out of:
(a) a breach of this agreement by you or negligence by you in the performance of it; or
(b) any claim by a third party arising from any failure to deliver a Text Message or other information; or
(c) the recording, dissemination, storage or publication of any information; or
(d) the production or transmission of electronic data, whether encrypted or not; or
(e) the performance of any act whatsoever;
by Starf on your express or implied instructions.
5.2 You shall not be entitled to make a claim against Starf to recover any losses sustained by you in connection with or arising out of services provided by Starf in contract or tort or in any other way unless such losses have occurred as a result of the bad faith or intentional default of Starf and such losses shall not include consequential losses.
5.3 You acknowledge that a licensed Starf Trainer or Coach is independent of Starf and is not an employee or agent of Starf. You shall not be entitled to make a claim against Starf to recover any losses sustained by you in connection with or arising out of any services provided to you by a licensed Starf Trainer or Coach.
5.4 Without limiting the generality of clause 5.2, you acknowledge and agree:
(a) that Starf does not offer a continuous or fault free service and that there may be instances where a Text Message or other information is not delivered;
(b) that Starf does not guarantee any material provided to you will not contain viruses or any other harmful material and if it does Starf shall not be responsible for any damage that results, such as damage to your computer system;
(c) that for the purposes of charging, Starf will determine what messages have been delivered and will be entitled to rely on accounts received by it from its mobile services provider for purposes of ascertaining whether Text Messages have been received;
(d) that when a message has not been delivered for any reason, Starf shall endeavour to inform you but shall not be liable for failing to do so;
(e) that in order to provide Text Messaging services, Starf relies on an arrangement with the mobile phone service provider;
(f) that if Starf's arrangement with a mobile service provider terminates or changes for any reason, thereby affecting Starf's ability to provide any services, this shall be considered to be a circumstance beyond Starf's control for the purposes of clause 6.3;
(g) that if Starf (or a licensed Starf Trainer or Coach)agrees to carry out:
(i) a reference check; or
(ii) telephone screening; or
(iii) a behavioural interview;
or to provide any similar service in respect of a Jobseeker, you rely entirely on your own judgment in deciding whether to employ the Jobseeker and not on any representation made by Starf.
(h) that the sample employment/contractors agreements provided by Starf are a guide indicating relevant matters to be covered in an employment/contractors agreement and you will take legal advice about such agreements before using them.
5.5 You shall not, without the prior written consent of Starf, settle or compromise or consent to judgment in respect of any Claim in relation to which Starf may be entitled to an indemnity in terms of clause 5.1 unless such settlement, compromise or consent expressly and unconditionally releases Starf from all liability arising out of such Claim.
6. MISCELLANEOUS
6.1 You agree you shall not assign its rights under any agreement between you and Starf without the prior written consent of Starf.
6.2 No indulgence granted by Starf to you shall constitute a waiver or abandonment of any of Starf's rights. Starf shall not be precluded, as a consequence of granting an indulgence, from exercising any rights against you that may have arisen in the past or may arise in the future.
6.3 Starf shall not be liable for failure to perform its obligations to you if the failure results from force majeure, act of God, fire, explosion, industrial dispute, act of government such as change in legislation, regulation or order made under legislative authority, or anything beyond Starf's control.
6.4 You agree that the services provided by Starf or a licensed Starf Trainer or Coach to you are supplied and acquired for business purposes and that the Consumer Guarantees Act 1993 shall not apply to this agreement.
6.5 You agree you will use the services provided by Starf only for lawful purposes and you will comply with all laws and legal requirements that may affect or apply to the use of such in any country where you carry on business or use the services.
6.6 This agreement shall be governed and interpreted according to New Zealand law. The courts of New Zealand shall have exclusive jurisdiction in respect of disputes arising from this agreement or from the relationship between Starf and you.
6.7 You must accept these terms at the time of registering with Starf to use the full Starf system, the RMS/ATS or the RMS/ATS trial and before any services are provided by Starf.
7. RMS/ATS TRIAL
7.1 If you respond to an offer by Starf (including an offer on behalf of Starf) for a 30-day trial of the RMS/ATS then you agree to pay $30.00 to Starf prior to commencement of the trial and these terms apply to the relationship between you and Starf with the following modifications:
7.1.1 You will register as a temporary user of the RMS/ATS; and
7.1.2 You have a temporary licence to use the parts of the RMS/ATS referred to at paragraph 2.1.2 (a) (b) and (c) for 30 days from registration with Starf; and
7.1.3 You will cease to use (and will have no further right to use) any part of the RMS/ATS at the end of 30 days from the date you registered as a temporary user unless you register as a yearly user paying an annual licence fee or you register as a casual user.
7.1.4 You are only entitled to one 30-day trial unless otherwise agreed in writing with Starf.
7.1.5 if you complete the Rogerjob online tutorial then Starf will refund the $30.00 paid for the trial.
7.2 You will have access to employment relations and human resources consulting services via a call centre and on a face-to-face basis on payment of a fee to be agreed in writing with Starf before the service is provided. By registering for a trial you get the benefit of a temporary licence as referred to in this paragraph 7 and Starf gets the opportunity to show you it has a service worth paying for.
8. BUSINESS PARTNERS
8.1 This part of the agreement applies to you if you request access to any Starf business partner's service.
8.2 Starf has or will endeavour to enter into relationships with other service providers who provide services which are complementary to those provided by Starf ("business partners"). For example Data Frenzy job distribution and/or resume processing management and retrieval services.
8.3 Where Starf has an arrangement with a business partner and you want to use the services or a service provided by that business partner Starf will facilitate your entry into an arrangement with the business partner and to the extent reasonably possible integrate access to the business partner's service or services with those provided by Starf.
8.4 You acknowledge that Starf is not an agent of and it is not in a legal partnership arrangement with providers who are Starf business partners and you agree that if Starf is to facilitate your entry into an arrangement with a business partner before you use the services of any such business partner you will:
8.4.1 Contact the business partner; and
8.4.2 Accept the terms and conditions of the business partner (also known as client or customer agreement) for provision of the service or services.
8.5 Before Starf takes any action to integrate the services of a business partner with those it provides you must acknowledge in the way required by Starf that you have accepted the business partners terms and conditions relevant to the service you are going to use.
8.6 Starf will advise you in writing of fees you are required to pay and manner and time of payment for use of any business partner's service that you have agreed to receive/subscribed too. You agree to pay such fees to Starf and in the manner and at the time directed by Starf. Starf agrees to comply with the terms of any arrangement it has with the business partner where failure to comply would result in suspension or termination of the business partners service to you.
9. DEFINITION OF YOU
9.1 In this agreement "you" or "yours" means
(a) the person acknowledging acceptance of it; and
(b) every employee using the services provided under this agreement by Starf; and
(c) anyone authorised by you to use or have access to the services and or information provided by Starf.
9.2 If you acknowledge acceptance of this agreement on behalf of a partnership or company/corporation ("principal") you are personally bound by it but you also warrant that you are authorised by your principal to enter into this agreement on its behalf.
9.3 You agree to take whatever steps are necessary to ensure any of your agents and/or contractors who you permit to have access to Starf's services comply with and are bound by the terms of this agreement.