Software Licence Agreement

Schedule

The BenchmarCX Platform is owned and operated by Talentrich Pty Ltd ACN 648 557 117 as trustee for TR Trust ABN 27 866 332 428. These terms and conditions are incorporated into this Schedule and together form the Agreement between the parties that governs access to and use of the Platform (as defined below) by the Client.

​

​

Provider: Talentrich Pty Ltd ACN 648 557 117 as trustee for TR Trust ABN 27 866 332 428

Address: 26 Acacia Street, Holloways Beach, QLD, 4878

Email: steve@talentrich.com.au

 

Client: The entity subscribing to the platform

​

Subscription Term - 12 Months

Automatic Renewal terms: this Agreement will automatically renew on each annual renewal date, subject to the terms of the Agreement.

​

Commencement Date - Upon Sign up.

​

Subscription Access / Platform subscription access:

The Client’s subscription is granted to the number of Authorised Users detailed on the pricing table

​Each Authorised User will be given one Account to access the Platform.

Access is granted to each Authorised User solely while they are Personnel of the Client (or authorised by the Provider). Upon their cessation, their licence to access the Platform immediately ceases and the Client is responsible for informing the Provider in writing that the Authorised User no longer falls within the definition of Personnel and their access should be terminated.

 

Changes to subscription access

​The Client may increase the number of Authorised Users upon giving the Provider written notice and paying the applicable fees advised by the Provider for the additional Authorised Users.

​

Fees

Annual subscription – as detailed in the online pricing table and submitted order form by client.

 

Client agrees to provide their logo to be placed within the customer listings on the BenchmarCX website and to be used in promotion of the platform.

​

This Agreement will become binding on the Client upon (a) the Client signing it or otherwise agreeing to its terms; by submitting an online form or (b) the Client giving instructions to the Provider to proceed; or (c) the Client making payment of any amount (including the subscription fees) to the Provider; or (d) the Client accessing the Platform.

If a person is agreeing to this Agreement on behalf of the Client, the person agreeing on behalf of the Client warrants that it has the irrevocable authority and agreement of the Client to be bound by this Agreement.​

 

 

Terms and Conditions

 

1. Definitions

-   Platform  : Benchmarcx’s online system for survey distribution and data analysis.

-   Client  : The entity subscribing to the Platform.

-   Provider  : Benchmarcx.

-   End Users  : Individuals completing surveys distributed by the Client.

-   Fees  : Subscription costs paid by the Client.

 

2.   Platform Access & Usage 

-   Subscription  : Begins upon sign up and renews yearly. The Client may cancel at the end of each subscription term with written notice, retaining access until term-end.

-   Trial Periods  : If offered, trials transition to paid subscriptions if not canceled before trial completion.

-   Access Rights  : Only authorised users (Client and approved employees) may access the Platform. Competitors of Benchmarcx are strictly prohibited from access, and the Client may not sublicense or grant access to unauthorised individuals or entities.

 

 3.   Client Responsibilities 

-   Data Accuracy  : The Client is responsible for accurate data input; Benchmarcx is not liable for inaccuracies or specific outcomes resulting from data or reports.

-   Data Ownership  : Client data remains owned by the Client, and Benchmarcx retains rights to anonymised, aggregated data for benchmarking and analytics including after termination of an agreement.

-   User Access Management  : The Client must promptly inform Benchmarcx of any employees whose access needs to be revoked due to role changes or termination, ensuring only current, authorised users have access.

-   Compliance  : The Client is responsible for ensuring compliance with applicable laws, including privacy regulations, when using the Platform and for data security within its control.

 

4.   Client Data

-      Ownership: The Client retains ownership of all data they upload to the Platform.

-      Usage Rights: Benchmarcx may use anonymised and aggregated Client data for benchmarking, analytics, and improving services, ensuring no identifying information is shared.

-      Responsibility: The Client is responsible for ensuring they have the rights to upload data, that it complies with all laws, and does not infringe third-party rights.

-      Access and Deletion: If this Agreement is terminated, Benchmarcx reserves the right to delete all Client data from the Platform without notice and is under no obligation to provide copies to the Client prior to deletion.

 

 5.   Fees & Payment Terms 

-   Payments  : Fees are due at the subscription term’s start; overdue payments incur interest, and access may be suspended for non-payment.

-   Fee Adjustments  : Benchmarcx may increase fees with 30 days' notice. The Client can cancel before changes take effect to avoid renewed fees at the new rate.

 

  6.   Intellectual Property 

-   Platform Ownership  : Benchmarcx retains all rights to the Platform, including survey templates, reports, and proprietary content. The Client’s rights are limited to front-end use of the Platform, and back-end access or modifications require Benchmarcx’s authorisation.

-   Data and Reports  : The Client may not publish or share aggregated data or reports from the Platform without Benchmarcx’s prior written consent.

 

 7.   Confidentiality & Privacy 

-   Confidential Information  : Both parties agree to protect each other’s confidential information from unauthorised disclosure or use, with access granted only to personnel requiring it for legitimate purposes.

-   Privacy Compliance  : The Client agrees to comply with privacy laws and all Benchmarcx policies. Benchmarcx may use non-personally identifiable Client data for benchmarking, and the Client acknowledges that collected data is anonymous.

 

 8.   Liability and Indemnity 

-   Platform Availability  : Benchmarcx aims to maintain Platform uptime but does not guarantee uninterrupted access. The Client uses the Platform at its own risk.

-   Limit on Liability  : Benchmarcx’s maximum liability is limited to fees paid by the Client in the subscription period of any claim. Benchmarcx is not liable for indirect or consequential damages, including data loss, unauthorised access, or reliance on the Platform.

-   Indemnity  : The Client indemnifies Benchmarcx against all losses arising from breaches, misuse, or unauthorised access caused by the Client or its users, including third-party claims related to data misuse.

 

 9.   Termination 

-   By Client  : The Client may terminate at the end of their subscription term with notice or immediately if Benchmarcx breaches this Agreement.

-   By Benchmarcx  : Benchmarcx may terminate or suspend access for non-payment, security risks, or policy violations. The Client’s data access may be limited or removed upon termination, with no obligation to retain or provide copies of data post-termination.

 

 10.   General Terms 

-   Amendments  : Any changes to these terms require written agreement from both parties.

-   Jurisdiction  : This Agreement is governed by Queensland, Australia law.