1. The Participant refers to a person who completes any of the assessments contained within the online PerceptionPredict Intelligence Software (Perception System). Client refers to a person, business, company or organization that has entered into a Services Agreement with Perception Group (Perception) to access the Perception System for an agreed fee (and includes any person who accesses the Perception System for or on behalf of the Client). 'Losses' means any claims, liabilities, losses, damages, costs and expenses (including legal costs and expenses regardless of whether incurred or awarded) arising in contract, tort (including negligence) or otherwise, and Loss has a corresponding meaning.
2. The Terms under which Perception provides the Participants and the Clients (together, you) access to the Perception System are set out below. If you do not accept these Terms, do not use the Perception System. By proceeding to use the Perception System you acknowledge that you have agreed to these Terms. Perception may update these Terms from time to time without prior notice. The Terms displayed on the Perception System at the time of your use will govern that use.
3. Perception grants you a non-exclusive, revocable, non-transferable licence to access and use the Perception System. You may not sub-license your rights under these Terms to any third party.
4. The Participant and the Client acknowledge and agree that reports and any other information produced by or in conjunction with the Perception System (Reports) are based on information provided by the Participant in response to the online assessment questionnaires and that Perception cannot and does not warrant the accuracy or truthfulness of the Participant’s responses nor does it warrant or represent that it has, or will, check such information provided by the Participant to establish its accuracy or truthfulness. The Participant warrants and represents that the information provided by the Participant in response to the online assessment questionnaires are accurate, true and complete. Perception, its officers, directors, employees, contractors, licensors, distributors, subscribers, partners or agents (Personnel) disclaim any and all liability to any Participant, Client or any other person for any Losses which arise, or may arise, directly or indirectly from or in connection with a person's reliance upon the information contained in any reports or information produced from the Perception System.
5. The Participant and the Client each acknowledge that all copyright and other intellectual property rights in the Perception System and all derived data (including all logos and trademarks appearing on the Perception System) (Perception IP) are owned by Perception and/or its licensors and nothing in these Terms constitutes an assignment or a conferral of any ownership or proprietary right in any Perception IP. The Participants and the Clients must not (and must not attempt to):
(a) except as otherwise permitted under these Terms, use or copy any part of the Perception System without Perception's prior written consent;
(b) distribute, translate, modify or tamper with, any part of the Perception System;
(c) introduce into the Perception System any computer code that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorized disclosure, destruction or corruption of data (Harmful Code);
(d) copy all or part of the Perception System, or allow all or part of the Perception System software to be copied, other than as expressly permitted under these Terms, without first obtaining Perception's written permission;
(e) commercialize all or part of the Perception System, or any adaptation, modification or derivative of the Perception System;
(f) disassemble, reverse-engineer, modify, translate, decompile or create derivative works of or from any part of the Perception System;
(g) sell, rent, lease, sub-license, assign, exchange or otherwise deal with or transfer the intellectual property rights in the Perception System or the Participant's or the Client's rights under these Terms; or
(h) permit or assist any person to engage in any act described in paragraphs (a) to (g) above.
6. Both the Participant and the Client must separately provide their own internet access and equipment in order to use the Perception System. They are responsible for the operation and maintenance of their equipment and for ensuring the Perception System is accessible from their equipment. They are responsible for all internet access, data download and other network charges arising from their use of the Perception System and acknowledge and agree that Perception is not responsible or liable for those charges.
7. If Perception provides any login details or passwords to access the Perception System, these must be kept confidential and must not be disclosed to any person. If a Participant or Client breaches their obligations under this paragraph and another person uses their login details or password for the Perception System, the Participant or the Client (as the case may be) will be responsible and liable for the use that that person makes of the Perception System with its login details or password and must indemnify Perception against any Losses suffered or incurred by Perception arising in connection with such use.
8. Without limiting Section 4 above, any Reports are intended to provide behavioral and aptitude information and are intended to be a guide only, to assist a Participant and the Client find the right job fit, and to provide Participants and Clients with career development guidance. The Reports do not suggest, imply or represent in any way, that a Participant can or cannot do a job successfully and the Reports should not be used (and are not intended to be used) as the sole basis of determining a Participant's suitability or unsuitability for employment. Neither Perception nor the Client make a promise of interest, interview or employment for a Participant.
9. Perception and its Personnel are not liable for any Losses of any nature arising, directly or indirectly, out of or in connection with:
(a) the reporting or analysis of the Participant or any use or impact of any Reports, comments, analysis or other information in respect of any decision of any person to employ, continue to employ, not employ, offer employment to or not offer employment to, a Participant;
(b) the provision, use, inability to use, performance, non-performance, availability, unavailability, interruption, suspension or termination of, or any errors, bugs or deficiencies in functionality of, the Perception System, or reliance upon any material or report (including the Report);
(c) any delay or failure in performance resulting from any acts of nature or other forces outside the reasonable control of Perception, including without limitation, incorrect or inaccurate information, internet failure, equipment failure or any natural or other disaster;
(d) the existence of any Harmful Code on the Perception website or the Perception System; or
(e) any loss or damage to any equipment or property, or any loss, alteration or unauthorized disclosure of Client or Participant data.
10. Subject to Section 9 above, Perception will use its reasonable endeavors to make the Perception System available 24 hours a day. However, the availability of the Perception System depends on various third party suppliers of Perception, the Participant and the Client, and accordingly, Perception does not warrant or guarantee:
(a) Participants and Clients will be able to use the Perception System at any time; or
(b) Participant's or Client's use of the Perception System will be continuous, uninterrupted, secure or error-free. Perception also makes no warranties or representations about the accuracy, reliability, completeness or timeliness of the information, software or links on the Perception System. Changes are constantly made to the Perception System and may be made at any time. The Perception System may be unavailable or access may be interrupted from time to time due to maintenance, upgrade or technical issues.
11. Under consumer law, certain statutory guarantees may be conferred in relation to the supply of goods or services to a Consumer (Consumer Guarantees). Where a Participant or Client, as a consumer, acquires goods or services under these Terms and: (a) the goods or services are of a kind ordinarily acquired for personal, domestic or household use or consumption (PDH Goods or Services), the operation of the Consumer Guarantees cannot be, and are not in these Terms, excluded, restricted or modified; or (b) the goods or services are not PDH Goods or Services, Perception limits its liability for a failure to comply with any Consumer Guarantees (other than where to do so would otherwise cause all or part of this section to be void) to, at Perception's option: (i) in the case of goods, repairing or replacing the goods or paying the cost of having the goods repaired or replaced; and (ii) in the case of services, re-supplying the services or paying the cost of having the services re-supplied, and Perception does not exclude or limit the operation of the Consumer Guarantees under any other provision of these Terms or in any other manner and Participant or Client agrees it is fair and reasonable in all the circumstances for Perception's liability to be so limited.
12. To the extent permitted by law, Perception excludes from these Terms all representations, guarantees, conditions, warranties, rights, remedies, liabilities and other terms that may be conferred or implied by statute, general law or custom, except any guarantee or right conferred under any legislation, the exclusion of which would contravene legislation or cause part or all of this section to be void. Except for any liability under the Consumer Guarantees, Perception excludes all responsibility and liability arising from or in connection with the Participant's or the Client's use of the Perception System, including, without limitation:
(a) any and all actual or anticipated loss of profits, revenue, goodwill, savings, data, business opportunity or expectation, and any and all indirect, special, consequential, punitive or exemplary Losses; and
(b) any other Losses.
14. Perception reserves the right to:
(a) suspend use of, or withdraw, the Perception System and/or any of its features or components; and
(b) add to, amend, remove, or disable access to, any part of the Perception System, in each case at any time and for any reason, without notice to the Participant or the Client.
If requested by Perception, each Participant and Client must immediately:
(a) cease use of the Perception System; and/or
(b) destroy, expunge, disable or restrict access to any information from the Perception System that has been made available to them, including any Reports, and any information derived or generated from that information.
15. Perception does not waive a right, power or remedy in connection with these Terms if it fails to exercise or delays in exercising the right, power or remedy.
16. These Terms are governed by and construed in accordance with the laws of the State of New South Wales, Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts of the State of New South Wales, Australia.