In this Agreement, unless the context requires otherwise:
"AI Output" means any output generated by the Self-Serve Platform or teamified's AI functionality, including interview summaries, transcripts, screening results, assessments, scores, rankings and recommendations.
"Acceptable Use Policy" means teamified's acceptable use policy as published and updated by teamified from time to time on reasonable notice.
"Authorised User" means an employee or contractor of the CLIENT who is designated by the CLIENT through the Self-Serve Platform's user management functionality to access and use the Self-Serve Platform for the CLIENT's internal business purposes, subject to any user, seat or usage limits in the applicable Plan Terms.
"Business Day" means a day other than a Saturday, Sunday or public holiday in Victoria.
"Client Data" means all data, content and materials submitted to teamified or the Self-Serve Platform by or on behalf of the CLIENT or its Authorised Users, including Personal Information of the CLIENT's candidates and personnel, but excluding Usage Data and AI Output.
"Confidential Information" has the meaning given in clause 7.1.
"Data Breach" means confirmed unauthorised access to, or unauthorised disclosure, alteration or loss of, Client Data or Personal Information held by teamified in connection with this Agreement. A suspected or attempted event that is not confirmed is not a Data Breach, but is handled under paragraph 6 of Schedule 4.
"Deliverables" means works, documents, designs and software created by Personnel assigned to the CLIENT specifically and exclusively for the CLIENT in the course of performing EOR Employment Services under this Agreement, but excluding anything that constitutes, incorporates or is derived from Platform IP.
"Effective Date" means the date on which this Agreement has been signed by both parties.
"EOR Employment Services" means the employment or engagement of Personnel on behalf of the CLIENT under Section 4, being the supply of assigned Personnel performing the CLIENT's work under the CLIENT's general supervision in accordance with Appendix A. No other Service Category forms part of EOR Employment Services.
"Feedback" means suggestions, ideas, enhancement requests or other feedback provided by the CLIENT or its Authorised Users relating to the Services or the Self-Serve Platform.
"Intellectual Property Rights" means all present and future intellectual and industrial property rights throughout the world, whether registered or unregistered, including rights in inventions, patents, copyright, moral rights, trade marks, designs, circuit layouts, databases, trade secrets, know-how and confidential information, and all applications and rights to apply for any of them.
"Managed Recruitment Services" means the services described in clause 2.1(a) (teamified Search and Retained Recruiter) and clause 2.1(c) (Service Packs).
"Monthly Fees" means the fees payable by the Client each calendar month for the Services, as set out in Proposal, Statement of Work (SOW), Order Form or Pricing Schedule.
"Monthly Uptime" means, for a calendar month, the percentage of minutes in that month during which the Platform is available excluding Scheduled Maintenance.
"Moral Rights" means the rights of integrity of authorship, attribution of authorship and against false attribution conferred by the Copyright Act 1968 (Cth), and equivalent rights elsewhere.
"Net Service Fees" means the fees actually paid or payable by the CLIENT to teamified under this Agreement for the relevant Service Category, comprising margins, retainers, placement fees, platform Plan fees and Service Pack fees, but expressly excluding: (a) Personnel salary costs passed through under clause 6.8; (b) on-costs, benefits and equipment costs; and (c) statutory entitlements and other amounts passed through at cost under clause 6.9.
"Notice of Breach" means a written notice that identifies the breach, the clause breached and the remedy required, and that requires the breach to be remedied within defined Business Days.
"Order Form" means the order form signed by the parties that refers to this Agreement and sets out the Services, Fees and Service Category for a Client engagement.
"Patent" means any patent, patent application, utility model or similar registered right anywhere in the world, whenever filed or acquired.
"Personal Information" has the meaning given in the Privacy Act 1988 (Cth), and includes equivalent concepts (such as "personal data") under other applicable Privacy Laws.
"Personnel" has the meaning given in clause 2.4.
"Placement Fee" means the fee payable by the Client to Teamified in respect of a Placed Candidate, as calculated and payable in accordance with clause 6 and schedule 3.
"Plan" means a Self-Serve Platform plan selected by the CLIENT through the Self-Serve Platform, the current features and parameters of which are set out in the Plan Terms.
"Plan Terms" means the Plan, Plan features, Token pack sizes and pricing, user and usage limits and associated pricing applicable to the CLIENT's Self-Serve Platform Plan, as notified in the Self-Serve Platform or published by teamified and accepted or subscribed to by the CLIENT, as varied from time to time in accordance with clause 5.8.
"Platform IP" means: (a) the teamified platform and the Self-Serve Platform and all related applications, interfaces and infrastructure; (b) all software, source code, object code, models, algorithms, prompts, scoring logic, workflows, data structures, methodologies, processes, templates, tools, documentation and know-how owned by, licensed to, or developed by or for teamified; and (c) all modifications, enhancements, updates, improvements and derivative works of any of the foregoing, in each case whenever created, whether before, during or after the Services, and regardless of who requested, directed, funded or supervised their creation. Platform IP does not include Client Data or Deliverables.
"Platform Services" means the Self-Serve Platform provided under clause 2.1(b).
"Proposal" means the proposal of work issued under this Agreement that describes specific Services, deliverables and timeframes and is signed by both parties.
"Privacy Laws" means the Privacy Act 1988 (Cth) including the Australian Privacy Principles, and all other data protection and privacy laws applicable to a Party in connection with this Agreement, including applicable laws of the Philippines, India, the United States (including state laws) and the European Union.
"Related Bodies Corporate" has the meaning given in the Corporations Act 2001 (Cth).
"Self-Serve Services" "Self-Serve Platform" means the Service Category in clause 2.1(b).
"Service Category" has the meaning given in clause 2.1.
"Services" means the services in clause 2.1 selected by the CLIENT, and "Service" means any one of them.
"SOW" means a statement of work issued under this Agreement that describes specific Services, deliverables and timeframes and is signed by both parties.
"Termination Date" means the date on which termination of this Agreement takes effect.
"Third Party Personnel" means any individual or entity, other than Personnel, engaged by teamified to perform any part of the Services, including subcontractors governed by clause 10.3.
"Token" means a prepaid unit of consumption credited to the CLIENT's Self-Serve Platform account and redeemable against use of the Self-Serve Platform.
"Token Balance" means the CLIENT's unexpired, unconsumed Tokens at the relevant time.
"Usage Data" means data generated by or derived from the operation or use of the Self-Serve Platform or the Services that has been de-identified and aggregated such that it does not identify, and cannot reasonably be re-identified to, the CLIENT, any Authorised User or any individual, including telemetry, performance, and statistical usage information.