1. Licence

1.1 Grant

From the Start Date until the earlier of:

(a) termination or expiry of the Agreement; or

(b) termination of these Terms in accordance with clause 3,

Tanda grants to the Client a revocable, non-exclusive, non-transferable licence to access and use Tanda HR for its internal business purposes (Licence).

1.2 Restrictions

As a fundamental condition of the licence in clause 1.1 above, the Client agrees: 

(a) the Client must ensure End Users comply with these Terms; 

(b) the Client is responsible for the acts or omissions of the End Users as if the acts or omissions of the End Users were performed by the Client themselves; 

(c) Tanda HR must be used as-is, in the form provided by Tanda; and

(d) the Client and the End Users must not: 

1. modify, adapt, translate, prepare derivative works of, decompile, reverse engineer, disassemble, reproduce, republish, display, post, transmit, distribute or otherwise attempt to create a substitute or similar service or product through use of, or access to, Tanda HR;
2. reproduce, forward, disseminate, disclose (by any means), commercialise or sublicence Tanda HR or content in Tanda HR without Tanda’s prior written permission; or
3. use, or permit, Tanda HR to be accessed or used in any way other than in a manner expressly permitted by these Terms.

2. Fees

2.1 Tanda HR Fee

The fee payable to Tanda by you for the Licence (Tanda HR Fee) is payable monthly in advance and calculated by reference to the number of End Users listed by the Client for its account for Tanda via the Tanda Web Portal at the beginning of a monthly billing period. The Tanda HR rates per End User are available at https://my.tanda.co/account/ (Tanda HR Rates).

2.2 Payment

Tanda will, at the beginning of each monthly billing period, determine the Tanda HR Fee by reference to clause 2.1 above and the Tanda HR Fee will automatically be varied accordingly and:

(a) included on the Client’s monthly invoices for the Access Fee for the Software; or

(b) where the Client pays the Access Fee in longer intervals, billed separately on a monthly basis.

3. Termination

3.1 Termination by Client

The Client may cancel its subscription for Tanda HR for any reason by providing 1 calendar month’s written notice to Tanda after the First Payment Date.

3.2 No prejudice of rights

Termination shall not prejudice or affect any right or action which shall have accrued or shall thereafter accrue to either party.

3.3 Consequences of termination or expiration

Upon termination or expiration of these Terms:

(a) the Licence terminates; and

(b) if these Terms are terminated by the Client in accordance with clause 3.1, then the Client will be liable for payment of all Tanda HR Fees on a pro-rata basis for each day of the then current billing period up to and including the day of termination; and

(c) all monies owing under the Terms become immediately payable and due.

4. Disclaimer

The Client acknowledges and agrees that:

(a) the various components of Tanda HR, including any associated commentary or guidance, do not contain or constitute legal or professional advice;

(b) Tanda HR is provided “as-is” and to the full extent permitted by Law, Tanda excludes all warranties and representations (express and implied) unless otherwise states to the contrary in these Terms, including but not limited to any warranty or representation that the information provided in Tanda HR is complete, accurate, current or fit for any particular purpose;

(c) in respect of any templates within Tanda HR:

1. 1. the templates are provided by Tanda in a generalised form for use by Tanda’s diverse customer base;
   2. the templates are therefore made available to the Client without consideration of the Client’s specific operations or legal and regulatory obligations, and are intended to be further adapted by Client (as may be required) prior to use; and
   3. it is the responsibility of the Client to assess the suitability of the templates for use with any particular use case, and to seek independent legal advice to confirm same; and

(d) To the fullest extent permitted by law, Tanda will not be Liable in any way for (and is released from) any Loss (including any Loss incurred by the Client or any current or former Employee of the Client) arising from its provision of Tanda HR.

5. Indemnity

The Client indemnifies Tanda and its Personnel from and against any and all Claims made against Tanda, and/or Losses suffered by Tanda, arising from or in connection with:

(a) the Client’s, End User’s or the Client’s Personnel’s use, misuse, modification or adaptation of Tanda HR; and

(b) the interpretation of any clauses or content contained in Tanda HR Legal Templates and their legality or intended effect.

6. Variations

6.1 Variations to Tanda HR

Tanda may modify:

(a) the components making up Tanda HR offered by Tanda; and

(b) the content of the individual templates comprised in Tanda HR, 

in its sole discretion and at any time, by posting the changes on Tanda’s website or Tanda HR.

6.2 Variations to Tanda HR Rates and these Terms

Tanda may review and modify:

(a) the Tanda HR Rates; and 

(b) these Terms, 

in its sole discretion at any time, by providing notice to the Client via the Tanda Web Portal, or at the contact details connected with the Client’s account. If the Client objects to the changes made in accordance with this clause 6.2, the Client may cancel their subscription within 2 months of the date of the notice and obtain a refund on a pro-rata basis of any prepaid Tanda HR Fees covering the time remaining in the subscription after the date of termination. The Client’s subsequent or continued access to Tanda HR after this time will constitute the Client’s acceptance of any changes.

7. Incorporation of terms

7.1 Tanda Terms & Conditions

The following clauses of the Tanda Terms & Conditions apply to the provision by Tanda of Tanda HR as they apply to its provision of the Software:

(a) 5 (Availability);

(b) 9 (Obligations of the Client);

(c) 10 (Indemnity);

(d) 11 (Intellectual Property Rights);

(e) 12 (Client Data);

(f) 14 (Privacy Compliance); and

(g) 17 (Liability),

and the defined terms referenced in the above clauses are deemed to include references to Tanda HR to the extent they reference the Software.