1. Introduction

1.1 These Terms and Conditions govern your access to and use of the Solution and the provision of the Services. By accessing or using the Solution from time to time you are agreeing to these Terms and Conditions.

2. Definitions

2.1 In these Terms and Conditions, unless the context or subject matter otherwise requires:

(a) Access Keys means any certificates, usernames, passwords or other security mechanisms issued to you by Roubler in order for you to access and use the Solution.

(b) Active User means in respect of any specified period, those Personnel of the Subscriber (or any Related Entity of the Subscriber) who are added / onboarded to the software, appeared on a roster or timesheet clocked into a shift, appeared in a finalised pay run, made a change to personal details, or was a Management User on the Roubler software.

(c) Authorised Users means those Personnel of the Subscriber who are authorised by the Subscriber to use the Solution.

(d) Authorisation means any consent, authorisation, registration, filing, lodgement, permit, licence, agreement, notarisation, certificate, permission, direction, declaration, authority or exemption issued by any Government agency, or any other party under law which has a right to impose a requirement or whose consent is required with respect to these Terms or otherwise.

(e) Business Day means a day, not being a Saturday, Sunday or public holiday, on which banks are generally open for business in England.

(f) Claim means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, Liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent.

(g) Confidential Information means any information in any form whatsoever disclosed by Roubler to you, that is designated by Roubler as confidential, that you know or reasonably ought to know is confidential (including any client information), or that is by its nature confidential (and in the case of Roubler, includes all information relating to the Solution and any associated Source Code or other components and parts of the Solution).

(h) Consequential Loss means:

(i) loss of revenue, profits, opportunity to make profits, reputation or goodwill, business, business opportunity, use or amenity or loss of anticipated savings;

(ii) special, exemplary or punitive damages; and

(iii) any loss or Liability which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to the liability for such loss, whether or not such loss was in the contemplation of the parties at the time of these Terms,

including any of the above types of loss arising from an interruption to a business or activity.

(i) Documentation means the documentation made available to the Subscriber in any format, including online or such other web address notified by Roubler to the Subscriber from time to time which sets out the user instructions for the Solution.

(j) Direct Competitor means any of the following:

(i) a provider of any software system or platform which provides any of the following functions: employee self service, leave management, e-learning, HR software, HR system, rostering / scheduling software, time & attendance, employee time clock, applicant tracking system, Human Resource information system (HRIS), Human Resource Management System (HRMS), workforce management system, recruitment software, payroll software, employee performance management system; and

(ii) any other person that:

(A) owns, operates or is otherwise involved in a business or operation similar to or competitive with Roubler’s business; or

(B) is involved in the sale, distribution or promotion of any goods or services which are similar to or competitive with Roubler’s goods or services.

(k) Effective Date means the first day of the month that is immediately following the date you accept these Terms and Conditions.

(l) Employee Entitlements means all entitlements, payments or benefits due to any person under contract, statute, general law, statutory instrument and/or industrial award, including but not limited to:

(i) wages, salaries, allowances and other forms of remuneration;

(ii) accrued holiday leave (including leave loading if applicable), accrued sick leave, or other classes of leave;

(iii) redundancy pay, commissions, bonuses, reimbursement of expenses and any entitlement which may be owed or payable pursuant to any award, agreement or other industrial instrument, statute or employment contract to which an employee may be entitled in respect of their employment or the termination of that employment; and

(iv) all interest and penalties relating to the late payment or non-payment of the above.

(m) Fees means the fees payable by you to Roubler in accordance with the customised investment option provided to you.

(n) 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:

(i) adverse changes in government regulations;

(ii) any disaster or act of God, lightning strikes, atmospheric disturbances, earthquakes, floods, storms, explosions, fires and any natural disaster;

(iii) 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;

(iv) strikes or industrial disputes;

(v) materials or labour shortage; and

(vi) acts or omissions of any third party network providers (such as internet, telephone or power provider).

(o) VAT means:

(i) the same as defined in the Value Added Tax Act 1994;

(ii) any other goods and services tax, or any tax applying to this transaction in a similar way; and

(iii) any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.

(p) VAT Law has the meaning given to it in the Value Added Tax Act 1994.

(q) Indemnified Parties means Roubler and its Related Entities (and their respective officers, shareholders, employees and agents).

(r) Intellectual Property Rights means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

(s) Liabilities means all liabilities (whether actual, contingent or prospective), losses, damages, costs and expenses of whatsoever description.

(t) Management User means those Personnel of the Subscriber who have configured permissions in respect of any specified period, of manager, manager with finance, manager with payroll or admin. Management Users are treated as active on the basis that they are essential in performing key functions on the Roubler software (eg. managing user access, issuing rosters, approving timesheets, leave request & expense claims etc).

(u) New IP means any and all Intellectual Property Rights (including in relation to Source Code) created on and from the date you first access the Solution and the Services, in the course of, or connection with, these Terms, but in all instances excluding Your Data.

(v) Output means all information and documentation (including but not limited to payslips, summaries, estimates, reports, analysis, specifications, rules and alerts) provided or produced by Roubler or the Solution in connection with the Services or as a result of processing Your Data, including any estimated costings provided or produced in connection with the use of the Rostering Tool.

(w) Obligation means any express or implied legal, equitable, contractual, statutory or other Obligation, agreement, covenant, commitment, duty, undertaking or liability.

(x) Parent Account means the account established by Roubler for the use of the Solution by the Subscriber and its Authorised Users.

(y) Parent Account Access Keys means any certificates, usernames, passwords or other security mechanisms issued to the Subscriber by Roubler in relation to the Parent Account in order for the Subscriber to access and use the Solution.

(z) Personnel means officers, employees, secondees, agents, contractors and subcontractors.

(aa) Privacy Policy means the Roubler privacy policy available at https://roubler.com/privacy-policy/ or provided on request, as updated from time to time.

(bb) Related Entities has the meaning given to that term in the Companies Act 2006.

(cc) Retention Period means a period commencing on the expiry of the Term and ends on the earlier of:

(i) the date notified by you to Roubler in writing, which date must not be later than the date that is 1 year after expiry of the Term; and

(ii) the date that is 3 months after expiry of the Term.

(dd) Rostering Tool means any tool or function provided by Roubler within, as part of, or in connection with the Solution or the Services for the purpose of assisting in the rostering of Personnel and the estimation of costings.

(ee) Roubler means Roubler UK Limited and its permitted assigns.

(ff) Services means the provision of the Solution, together with all other services that are provided by Roubler to you from time to time in connection with the Solution.

(gg) Solution means the workforce management software solution with all or some of the following functionality: recruitment, applicant tracking system, employee onboarding, employee rostering, time & attendance, time clock app, payroll software, employee self service, leave management, e-learning, employee performance management system or other online software applications and services that Roubler makes available to its clients from time to time, and includes any documentation made available by Roubler in any format, including online or such other web address notified by Roubler to you from time to time which sets out the user instructions for the Solution and includes any documentation made available to you in any format, including online or such other web address notified by Roubler to you from time to time which sets out the user instructions for the Solution.

(hh) Source Code means computer programs expressed in a source language or form which can be interpreted or compiled and then executed by a computer as commands and all documentation and tools reasonably required to enable a person having commercially available computer programming skills to read, understand and modify such computer programs.

(ii) Subscriber means a person or entity who registers an account with Roubler to use the Solution.

(jj) System Outage includes outages, unavailability, inaccessibility or down time to the Solution.

(kk) Taxation or Tax means and includes:

(i) all taxes levied, imposed or assessed under the Income Tax Act, VAT Law or any other Law in England and Wales or elsewhere;

(ii) all taxes in the nature of sales tax, consumption tax, value-added tax, payroll tax, group tax, PAYG tax, undistributed profits tax, recoupment tax, withholding tax, land tax, water rates, municipal rates, stamp duties, gift duties or other State, Territorial, Commonwealth or municipal charges or impositions levied, imposed or collected by any Government Agency; and

(iii) any additional tax, interest, penalty, charge, fee or other amount of any kind assessed, charged or imposed in relation to the non, late or short payment of the same or the failure to file any return.

(ll) Taxable Supply means any supply made by a party as a consequence of a transaction contemplated by these Terms and Conditions in respect of which another party is or becomes liable to pay VAT.

(mm) Terms and Conditions or Terms means these Terms and Conditions, as updated by Roubler from time to time.

(nn) Term means the period commencing on the Effective Date and expiring after the number of months specified in the customised investment option unless this agreement is terminated earlier in accordance with these Terms and Conditions.

(oo) Terms of Service means the Roubler terms of service available on the Roubler website or on request, as updated by Roubler from time to time.

(pp) Third Party Platforms means servers, platforms, software and hardware supplied or made available by third parties.

(qq) Third Party Provider means a third party provider of servers, platforms, software and hardware which are utilised by Roubler in the providing the Services.

(rr) you means the Subscriber.

(ss) Your Data means all documents, files and information:

(i) uploaded to, entered into or stored in the Solution; or

(ii) otherwise supplied or made available to Roubler,

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

3. Provision of the Solution

3.1 Roubler will provide you the Services during the Term on the terms set out in these Terms and Conditions.

3.2 During the Term, Roubler grants you a non-exclusive right to use and permit your Authorised Users to use the Solution and the Documentation for your own business purposes (including for the purposes of providing services to your clients) on the terms set out in these Terms and Conditions.

3.3 You acknowledge and agree that Roubler may supply products or services similar to or the same as the Services and the Solution to its customers or other third parties in its sole and absolute discretion.

3.4 You acknowledge and agree that:

(a) you must, and ensure that all Authorised Users, accept and comply with (and will be bound by) all terms and conditions (and any other rules, protocols or policies) implemented or imposed by Roubler in connection with the Solution or Services from time to time, including these Terms and Conditions, the Terms of Service and the Privacy Policy;

(b) Roubler may amend, supplement, or replace these Terms and Conditions, the Terms of Service and the Privacy Policy (and any other terms and conditions, rules, protocols or policies) from time to time by posting the amended or new Terms and Conditions, Terms of Service or Privacy Policy (or other terms and conditions, rules, protocols or policies), as the case may be, to Roubler’s website and, where reasonably practicable, Roubler will notify you by email or in-platform communication;

(c) unless otherwise noted by Roubler, the amended or new Terms and Conditions, the Terms of Service and the Privacy Policy (or other terms and conditions, rules, protocols or policies) as the case may be, will become effective immediately after they are posted; and

(d) if you, or your Authorised Users, do not agree to the amended or new Terms and Conditions, the Terms of Service and the Privacy Policy (or other terms and conditions, rules, protocols or policies) as the case may be, you or the relevant Authorised User must immediately stop using the Solution and notify Roubler in writing.

4. Your General Obligations

4.1 You must:

(a) provide Roubler with all information and co-operation reasonably necessary to enable Roubler to provide the Services;

(b) provide Roubler with access to your property, equipment, resources, premises, computer hardware, software, networks and systems as may be reasonably required by Roubler to enable Roubler to provide the Services;

(c) provide and maintain the appropriate technology, equipment and facilities to enable you to access and use the Solution; and

(d) promptly notify Roubler of any event or incidents that is likely to or will impact on access and use of the Solution, the provision of the Services or any other obligation of Roubler.

4.2 You must not, and must not permit others to:

(a) use the Solution in an unlawful manner at any time;

(b) use the Solution to send or distribute any messages, materials or content that may be considered to be unlawful;

(d) remove or tamper with any legal or copyright notices on, or contained in, the Solution;

(e) do anything which could adversely impact on the operation of the Solution or Services.

5. Parent Account access Keys

5.1 You are responsible for all access and use of the Parent Account whether or not authorised by you, and you must:

(a) maintain the confidentiality of the Parent Account Access Keys;

(b) take all reasonable security measures to ensure that the Parent Account Access Keys are not disclosed to any person, other than to Authorised Users; and

(c) ensure that each person accessing and using the Parent Account or otherwise using the Solution, the Services or the Documentation in any way:

(i) is aware of, and complies with, all of the Subscriber’s Obligations under these Terms and Conditions (including those Obligations regarding use of and access to the Solution, the Services and the Documentation); and

(ii) does not do any act, matter or thing which, if done by you, would constitute a breach of the Obligations on your part under these Terms and Conditions.

5.2 You are responsible for all Authorised Users’ use of and access to the Solution (including level of access).

6. Fees and Payment

6.1 Fees

(a) Roubler will invoice the Subscriber for the Fees, and the Subscriber must pay any such Fees as outlined in the customised investment option (without any deduction, setoff or counterclaim) within 7 days following its receipt of an invoice from Roubler for such Fees. Our standard payment method is Direct Debit and unless an alternate payment method is expressly agreed with Roubler, you acknowledge that you will sign and return the direct debit request form and abide by the direct debit service agreement.

(b) The Fees payable under this Agreement are in addition to any fees or other amounts payable by the Subscriber under the SaaS Agreement (or any other agreement).

(c) Roubler may vary the Fees payable under this Agreement from time to time by giving no less than 30 days’ notice to the Subscriber. For the avoidance of doubt, the fees are subject to an annual increase on the anniversary of the agreement date of 3%. The varied Fees will apply from the date set out in the notice (subject to the rights of the parties under clause 6.2).

(d) Roubler will invoice you for the Fees, and you must pay any such Fees (without any deduction, setoff or counterclaim) within 7 days following its receipt of an invoice from Roubler for such Fees.

(e) The Fees are outlined in the quotation and include but not limited to;

i) Implementation, Onboarding and Set Up

ii) Hardware

iii) Monthly Saas Fees which are defined and calculated as an Active User

iv) Professional Services Fees

v) And any other such fees which are mutually agreed to from time to time

(f) The Fees will be subject to an annual increase outlined in the quotation on the anniversary of acceptance of the Effective Date.

(g) Roubler may vary the Fees payable under these Terms and Conditions 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 (subject to the rights of the parties under clause 16.2).

6.2 VAT

(a) The consideration for any Taxable Supply under these Terms and Conditions will, unless expressly provided to the contrary, be exclusive of VAT or applicable Value Added Tax (VAT).

(b) If a party (Supplier) is obliged pursuant to the VAT Law to pay an amount of VAT in respect of a Taxable Supply made by the Supplier to another party (Recipient), pursuant to the provisions of these Terms and Conditions, the Recipient shall pay the Supplier on demand that amount of VAT upon production of a valid Tax Invoice by the Supplier in addition to the moneys otherwise payable by the Recipient to the Supplier on account of that Taxable Supply.

(c) Each of the parties warrants and covenants to the other party that it is, and will continue to be at all times during the Term, compliant with the VAT registration requirements under the VAT Law.

6.3 Late payments

(a) You must pay interest to Roubler on each amount that is not paid when due, from (and including) the day on which it falls due to (but excluding) the day on which it is paid in full, at the rate of 10% per annum. This interest must be paid on demand.

(b) Interest on an unpaid amount:

(i) accrues daily;

(ii) is capitalised (if not paid) every 7 days; and

(iii) is calculated on the basis of the actual number of days on which interest has accrued and of a 365 day year.

7. Your Data

7.1 Through your use of the Solution, and the provision and receipt of the Services, Roubler will receive and have Your Data stored on Roubler’s (or Third Party Providers’) servers.

7.2 You grant Roubler a non-exclusive perpetual licence to host and store Your Data for the sole purpose of providing the Services, and Roubler may sublicense these rights to Roubler’s subcontractors.

7.3 Roubler will:

(a) only process Your Data as part of providing the Services (including in relation to developing improvements to the Solution) and in accordance with your reasonable and lawful instructions from time to time; and

(b) not purport to sell, let for hire, assert a lien over, assign rights in or otherwise dispose of any of Your Data.

7.4 During the Retention Period, if requested by you, Roubler must use reasonable endeavors to:

(a) provide you or your nominee with access to, and copies of, you Data;

(b) return all of you Data in a form reasonably requested by you; and/or

(i) securely destroy you Data; and

(ii) promptly certify to you in writing that Roubler has done so.

For the avoidance of doubt, Roubler’s obligations under this clause will cease to apply upon expiry of the Retention Period.

7.5 Notwithstanding clause 7.4, you acknowledge and agree that you are solely responsible for making backups of Your Data and Roubler will not be responsible for, or have any Liability in relation to, backups of Your Data (or the loss of Your Data for any reason).

8. Availability of the Solution

8.1 Support Services

During the Term, Roubler will (subject to you complying with you Obligations under these Terms and Conditions, and subject to any other limitation or exclusion set out in these Terms and Conditions or the Terms of Service) provide the following services to you:

(a) Roubler will provide information to you regarding the configuration, customisation and maintenance of any software used in relation to the Solution and of any software required to be loaded upon your systems for the purpose of accessing and using the Solution in accordance with, and for the purposes contemplated in, these Terms and Conditions.

(b) Roubler will provide other email support services (as determined by Roubler from time to time) as is reasonably required to ensure that the Solution is made accessible to Authorised Users in a functional and operational state in accordance with, and for the purposes contemplated in, these Terms and Conditions.

8.2 Service Levels

(a) Subject to you complying with its Obligations under these Terms and Conditions, and subject to any other limitation or exclusion set out in these Terms and Conditions or the Terms of Service, Roubler must use all commercially reasonable endeavours to ensure the Solution is Available for at least the following minimum Availability percentage:

Availability	Measurement Period
99.5%	Monthly (but excluding holidays and weekends and scheduled maintenance)

(b) The Availability of the Solution will be calculated as the number of Available hours during the measurement period, divided by the total number of hours during the measurement period.

8.3 Downtime and Limitations

Notwithstanding any provision of these Terms and Conditions (or the Terms of Service) to the contrary, you acknowledge and agree that:

(a) Roubler does not warrant that any person will have continuous access to the Services or the Solution; and

(b) the provision of and access to the Services and the Solution is reliant upon various factors beyond Roubler’s control, including but not limited to:

(i) Force Majeure Events;

(ii) the provision of goods and services by Third Party Providers (including the availability, capacity, operation and performance of Third Party Platforms);

(iii) acts or omissions by you, the Authorised Users or third parties (including Third Party Providers); and

(iv) your or the Authorised User’s internet service provider, telecommunications provider or equipment used to access the Solution;

(i) make modifications to, or enhancements, updates or new releases of, the Solution;

(ii) undertake certain maintenance activities in relation to the Solution;

(d) certain activities or occurrences, including:

(i) those referred to in clause 6.1(a); or

(ii) any act or omission of any third party (including any Third Party Provider or Authorised User); or

(iii) any act or omission of you, the Authorised User or your Personnel,

may cause System Outages.

8.4 Suspension and Termination

You acknowledge and agree that Roubler may suspend or terminate the Services (and access to the Solution) at any time without prior notice to you, including where:

(a) you have breached these Terms and Conditions, including non-payment of fees;

(b) you or your Authorised Users have breached the Terms of Service;

(d) there is a malfunction, fault or breakdown of any of Roubler’s (or its Third Party Providers’) equipment or if Roubler (or any of its Third Party Providers) undertakes repair, maintenance, updates, modifications or replacement of any part of the Solution;

(e) there is a security breach of any kind in relation to the Solution or Your Data;

(f) Roubler is (or any of its Third Party Providers are) required by law to do so;

(g) a Force Majeure Event occurs, which affects or may affect Roubler’ ability to provide access to the Solution;

(h) there is a Claim made that the continued provision of access to the Solution infringes the rights of any person, or there is a Claim made that exposes Roubler to liability or prosecution for an offence.

8.5 No Liability

Roubler will not be liable to you or any other person for any Claim or to any other extent for Liability or damage caused by loss of access or functionality to the Solution or Services (or where the Solution is not Available for at the minimum Availability percentage under clause 8.2).

9. Confidentiality

9.1 You acknowledge the Confidential Information is valuable to Roubler.

9.2 You undertake to keep the Confidential Information secret and to protect and preserve the confidential nature and secrecy of the Confidential Information.

9.3 At the request of Roubler, you must return to Roubler or destroy (and certify that is has been destroyed) all the Confidential Information.

9.4 You acknowledge that a breach of this clause may cause Roubler irreparable damage for which monetary damages may not be an adequate remedy. Accordingly, in addition to other remedies that may be available, Roubler may seek and obtain injunctive relief against such a breach or threatened breach.

10. Privacy Policy

10.1 The Privacy Policy sets out how Roubler treats personal information and Your Data. You agree that Roubler can use your personal information and Your Data in accordance with the Privacy Policy.

10.2 You consent to the transfer of personal information and Your Data to the relevant hosting locations for storage, processing and use by Roubler.

11. Intellectual Property

11.1 Ownership

Ownership of the Solution and Documentation is not modified or transferred by these Terms and Conditions. The Intellectual Property Rights in the Solution and Documentation (including all associated Source Code and all components and parts of the Solution) remain vested in Roubler (or its licensors).

11.2 New IP

(a) The New IP will be the sole and exclusive property of Roubler.

(b) You irrevocably assign to Roubler all right, title, and interest in and to the New IP.

(c) In the event that Roubler provides new features or services based on requests or suggestions made by you, you acknowledge that the Intellectual Property Rights in any such new features or services (including all associated Source Code and all associated components and parts of the Solution) belong exclusively to Roubler and you will not be compensated for the request or suggestion.

(d) In the event New IP is created by you, you will:

(i) promptly disclose the New IP to Roubler;

(ii) promptly cause that New IP to be assigned to Roubler; and

(iii) not be compensated for the assignment of the New IP.

11.3 Prohibited Activities

You must not:

(a) allow or permit any person other than you and the Authorised Users to access, view or use the Solution (or any associated Source Code or component or part of the Solution), or the Services, for any purpose or for any reason;

(b) allow or permit any Direct Competitor to access, view or use the Solution (or any associated Source Code or component or part of the Solution), or the Services, for any purpose or for any reason;

(i) reverse engineer or decompile the Solution;

(ii) reproduce, make error corrections to or otherwise modify or adapt the Solution (including to create any derivative works based on the Solution);

(iii) challenge the validity of any Intellectual Property Rights of Roubler;

(iv) merge or interface any third party software (including Source Code or open source software) with the Solution;

(v) access or permit the Solution to be accessed in any unauthorised way or unintended way, including via interfaces (including exposing or “passing through” a software API);

(d) do, or permit, or omit to do any act which infringes Roubler’s Intellectual Property Rights (or those of its licensors);

(e) do or permit the use of the Solution or Services in a way that could infringe a third party’s Intellectual Property Rights;

(f) use the Solution, or the Services, in any way (or otherwise do anything else) that could damage the reputation of Roubler or the Solution;

(g) enter into any agreement or understanding to do any of the acts referred to in this clause; or

(h) attempt, counsel, procure or otherwise assist any person (including but not limited to a Direct Competitor) to do any of the acts referred to in this clause.

11.4 Notification of infringement claim

You must notify Roubler within five (5) business days of the date you become aware of:

(a) any actual or suspected breach or infringement of your obligations under these Terms;

(b) any actual or suspected infringement of Roubler’s Intellectual Property Rights by you, your Personnel and other Authorised Users, or any third party; or

(c) any actual or threatened claim by a third party that the third party’s Intellectual Property Rights have or will be infringed by any act, omission or permission by a party in connection with these Terms.

12. Security

12.1 Roubler will use reasonable endeavors (including by maintaining commercially reasonable administrative, physical and technical safeguards as determined by Roubler) to:

(a) keep the Solution and Your Data secure;

(b) prevent loss of, damage to, and unauthorised access to or use or disclosure of, any of Your Data;

(d) prevent intrusions, viruses, trojan horses, worms, time bombs and other similar harmful software (Harmful Code) which may affect the Services or Your Data, as well as vulnerabilities which may expose the Solution to the risk of intrusion or attack,

(the Security Objectives).

12.2 In giving effect to such Security Objectives, Roubler will:

(a) implement a risk management program that includes:

(i) identifying all reasonably foreseeable internal and external risks to the Services which may impact the Services or Your Data; and

(ii) establishing and maintaining appropriate safeguards (as determined by Roubler) against the risks identified;

(b) promptly respond to any security related questions made by you when requested and provide related materials upon request;

(c) notify you promptly if Roubler becomes aware of any actual or potential security breach, being any failure to achieve the matters referred to in clause 12.2(a), and make available appropriately skilled Personnel to address such breach or occurrence, including taking reasonable steps to rectify it and prevent it from reoccurring.

13. Indemnities

13.1 Without limiting any other obligation or indemnity given by you under these Terms and Conditions, you must at all times indemnify and hold harmless the Indemnified Parties from and against any Claim or Liability incurred or suffered by any of the Indemnified Parties which is caused or contributed to by any of the following:

(a) a breach by you of your obligations pursuant to these Terms and Conditions or any warranty, representation or guarantee given by your under or in connection with these Terms and Conditions (whether express or implied);

(b) any failure by you or your Authorised Users to fully comply with

(i) all applicable laws (including all applicable accounting, tax, industrial relations, payroll, and employment laws); and

all of your Obligations owed to your employees (whether under contract, award, law or otherwise);

(c) any breach or infringement of the Intellectual Property Rights of any person (including Roubler) by you or your Authorised Users or Personnel; or

(d) any wilful, unlawful or negligent act or omission by you, your Authorised Users or Personnel.

14. Liability

14.1 Force Majeure Events

Roubler 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.

14.2 Exclusion of liability

To the extent permitted by law, you acknowledge and agree that:

(a) the Solution and Services are provided “as is”, the Solution and Services are never completely error or defect free and that Roubler will not have any Liability in connection with any defects or errors in the Solution or Services or System Outages;

(b) your use of the Solution and the Services is at your own risk;

(d) your use of the Solution and the Services does not constitute the receipt of accounting, legal, financial, tax, payroll, industrial relations, employment or any other professional advice from Roubler or its Related Entities (or their respective Personnel);

(e) you are solely responsible for obtaining your own accounting, legal, financial, tax, payroll, industrial relations, employment and other professional advice from suitably qualified professionals;

(f) you are solely responsible for (and Roubler accepts no Liability or responsibility in relation to):

(i) fulfilling statutory obligations or making any payment required by law that may arise in connection with any employer/employee relationship or arrangement;

(ii) payment of applicable taxes in relation to any employer/employee relationship or arrangement;

(iii) compliance with all applicable laws (including all applicable accounting, tax, industrial relations, payroll, employment and other laws, and other requirements relating to employee entitlements) or compliance with any Obligations owed by you to any Personnel (whether under contract, award, law or otherwise);

(g) to the extent permitted by law, Roubler is not liable (and you will not in any circumstances have any Claim against Roubler) for or in respect of:

(i) any Employee Entitlements due or payable to any of your Personnel;

(ii) any taxes of any kind that are levied, assessed or payable on or in connection with the following:

(A) the employment or engagement of any of your Personnel;

(B) the Employee Entitlements due, paid or payable to any of your Personnel; and

including income tax, company tax, payroll tax and any similar or related tax or duty;

(iii) all workers insurances and other expenses paid, or required to be paid, in connection with your Personnel; and

(iv) the costs of compliance with the requirements of all laws in respect of your Personnel; and

(v) any Liability that may arise as a result of any incorrect or incomplete information being presented or provided by you in connection with your use of the Solution;

(vi) any Liability (including any fees, charges, penalties, interest or other amount of any description that become payable to HMRS or applicable Tax Office or Industrial Relations Body or any other Government agency) that arises for any reason in connection with your Personnel, including where such amount becomes payable in connection with a failure to make any statutory payments, or as a consequence of the failure to make information available to Roubler which would affect or delay the submission of any report or return to Government agencies by the relevant due dates.

(h) you are solely responsible for (and Roubler accepts no Liability or responsibility in relation to):

(i) wage forecasting and payroll;

(ii) approval of hours worked by Personnel;

(iii) award interpretation;

(iv) calculation of wages or entitlements, including backpay and overtime;

(i) it is your responsibility to check that storage of and access to Your Data via the Solution will comply with laws applicable to you (including any laws requiring you to retain records); and

(j) you are responsible for the cost of consumables, replacement parts, hardware, software, network upgrades and any goods and services used in connection with the Solution.

14.3 Without limiting the foregoing, and to the extent permitted by law, Roubler does not represent or warrant that:

(a) the Services or the Solution are suitable or fit for the proposed use by you;

(b) the Services and the Solution will not be affected by System Outages, suspension or downtime;

(d) the Services or the Solution will provide any functions or satisfy any requirements not expressly stated in these Terms.

14.4 Without limiting the foregoing and to the extent permitted by law:

(a) you represent and warrant that you are aware of (and appropriately trained in respect of compliance with) all applicable industrial relations requirements and other laws and requirements relating to Personnel within all relevant jurisdictions (and will ensure that rostering and payment of Personnel complies with such requirements);

(b) you acknowledge and accept that:

(i) Roubler does not make or give any representation, assurance or warranty (whether express or implied):

(A) as to the validity, accuracy, completeness, currency or reliability of the Output;

(B) that any forecasts, statements, estimates or projections contained in any Output are accurate, reasonable or will be achieved;

(C) that any use or reliance on the Output (including any statements, estimates or projections contained within the Output) will comply with all applicable industrial relations requirements and other laws and requirements relating to Personnel; or

(D) as to the accuracy, correctness, appropriateness or effectiveness of the award or industrial instrument which is applied in respect of any Personnel (or any associated costings estimates or calculations),

and without limiting the above, any estimates or costings provided on or by the Rostering Tool are designed to be used for estimating purposes only, are provided as a guide only, and cannot be relied upon;

(ii) you must properly review and make your own independent assessment of all Output, and any reliance on the Output is wholly at your own risk; and

(iii) Roubler does not accept any responsibility or Liability for any errors or omissions in any Output; and

(c) you unconditionally and irrevocably release Roubler from and against all Claims and Liabilities which may arise (whether directly or indirectly) in relation to, in connection with or as a result of the provision of, or any purported reliance on, the Output, including any liability resulting from any negligence, default or lack of care on the part of Roubler or from any other cause.

14.5 To the extent permitted by law, Roubler is not liable (and you will not in any circumstances have any Claim against Roubler) for or in respect of:

(a) any Claim or Liability suffered or incurred by you (or any other person) in connection with:

(i) any defect, failure or non-performance of the Solution or Services or their design;

(ii) System Outages;

(iii) the Solution’s and the Service’s quality, merchantability or fitness for a particular purpose, or the suitability of the Solution for your business, products or service;

(iv) any acts or omissions of you, your Authorised Users or Personnel;

(v) any acts or omissions of any Third Party Provider or internet service provider;

(vi) any failure, error or non-performance of Third Party Platforms;

(vii) the unavailability or non-performance of the internet;

(viii) the security of the Solution, Your Data and any information stored on your servers;

(ix) any interception or corruption of Your Data or other information or data during any transmission over the internet or any telecommunications network or at any customer network access point;

(x) any content, products and deliverables displayed or offered via or in relation to the Solution or Services; or

(xi) any loss or damage incurred by you as a result of third party Claims; or

(b) any Consequential Loss of any kind,

however caused, and whether arising under contract, tort (including negligence) or otherwise, (even if you have advised us of their possibility), except to the extent caused by Roubler’s gross negligence or willful misconduct.

14.6 You agree that Roubler is not liable to third parties in connection with these Terms and Roubler will have no Liability for Claims made by third parties arising out of or in connection with these Terms, including on account of Claims made by any Government agency whether due to your non-compliance with applicable laws or otherwise.

14.7 Exclusions of warranties and representations

To the extent permitted by law, all warranties and representations concerning the Services and the Solution (other than those expressly set out in these Terms) are excluded.

14.8 Implied terms

(a) To the full extent permitted by law, any term which would otherwise be implied into these Terms is excluded.

(b) In the event any statute implies terms into these Terms which cannot be lawfully excluded, such terms will apply to these Terms, save that the liability of Roubler for breach of any such implied term will be limited in accordance with the immediately following limitation of liability clause below.

14.9 Limitation of liability

(a) If you are not satisfied with the Services, you sole and exclusive remedy is to terminate the agreement in accordance with clause 16.

(b) Irrespective of any other clause in these Terms and Conditions, to the fullest extent permitted by law, Roubler’s cumulative Liability in the aggregate arising out of or in connection with this agreement (whether in contract, tort, statute or otherwise) shall in no event exceed the aggregate subscription fees paid by You to Roubler in the previous 3 months.

15. Warranties

15.1 You represent and warrant to Roubler that:

(a) if a corporation, you are a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b) you have full power, legal right and authority to enter into this agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with these Terms;

(c) you have taken all necessary corporate action to authorise the creation, execution, delivery and performance of this agreement, and to observe and perform the provisions of this agreement in accordance with the Terms; and

(d) you have all Authorisations required by applicable laws in order to perform its Obligations under these Terms and Conditions.

(a) you and your Authorised Users are authorised to use the Solution and the Services;

(b) you and your Authorised Users are authorised to use, upload and otherwise deal with Your Data in relation to the Solution and the Services;

(c) all information and data provided by you or your Authorised Users in connection with the Services and your use of the Solution is true, complete and accurate in all respects;

(d) the use by Roubler of third party materials provided by you or your Authorised Users does not, and will not, breach any legal rights of a third party, including any Intellectual Property Rights and nothing contained in the third party materials is misleading or deceptive, or likely to mislead or deceive; and

(e) you will be responsible for obtaining all necessary Authorisations in relation to the use by Roubler of third party materials in providing the Solution and Services, and payment of all royalties and other fees associated with the use of such third party materials.

16. Termination

16.1 Termination for cause

(a) Roubler may terminate this agreement immediately by written Notice to you if you have failed to pay the Fees in accordance with clause 6 and fees are over 30 days overdue.

(b) Either party may terminate this agreement immediately by written Notice to the other party upon the occurrence of one of the following events:

(i) if the other party is in breach of these Terms and Conditions and that other party has failed to remedy the breach within ten (10) Business Days of a written Notice to it from the first-mentioned party, specifying the breach and requiring it to be remedied;

(ii) if the other party is in breach of these Terms and Conditions and that breach is not capable of remedy (as reasonably determined by the non-breaching party); or

(iii) an Insolvency Event occurs in respect of the other party.

16.2 Termination for convenience

Subject to clause 16.1, either party may terminate this agreement for convenience (and without having to give reasons) by giving the other party at least 30 days’ written Notice.

16.3 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.

16.4 Consequences of Termination

Upon termination of this agreement:

(a) the Services (and your and your Authorised Users’ access to the Solution) will terminate;

(b) all monies owing to Roubler under these Terms and Conditions become immediately payable and due;

(c) each party must immediately return or (if requested to do so by other party) destroy all Documentation belonging to the other party in its possession or control;

(d) each party must return to the other party or (if requested by the other party) destroy, and certify the destruction of (in a statutory declaration) all confidential information belonging to the other party,

any you will not be entitled to any refund of Fees paid in advance.

17. General Provisions

Assignment

17.1 You cannot assign, novate or otherwise transfer its rights or obligations under these Terms and Conditions without the prior written consent of Roubler.

17.2 Roubler can assign, novate or otherwise transfer its rights or obligations under these Terms and Conditions without your prior written consent.

Severance

17.3 If a provision of these Terms and Conditions is held by a court to be illegal, void or unenforceable, the offending provision will be severed from these Terms to the extent and in the manner that best gives effect to the remaining provisions.

Governing law

17.4 These Terms and Conditions and the transactions contemplated by these Terms and Conditions are governed by the law in force in England. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of England, and all courts competent to hear appeals from those courts.

Contra proferentem

17.5 No provision of these Terms and Conditions is to be interpreted to the disadvantage of a party because that party (or its representative) drafted that provision.