Terms of Service

Provider: SpokeCV Pty Ltd (ACN 697 934 884, ABN 23 697 934 884), trading as ReProfile

Important: These Terms are designed for business customers. A signed Order Form may amend them, and a signed Data Processing Agreement governs customer personal information where applicable.

1. Agreement and acceptance

1.1 These Terms govern access to and use of the ReProfile service by the recruitment agency or other organisation identified in an Order Form or approved organisation account (Customer, you or your). SpokeCV Pty Ltd, trading as ReProfile, is the provider (Provider, ReProfile, we, us or our).

1.2 You accept these Terms by signing or accepting an Order Form that incorporates them, creating an organisation account, accepting an invitation to use the Service, or accessing or using the Service. A person accepting on behalf of an organisation represents that they have authority to bind that organisation.

1.3 The Agreement comprises any applicable Order Form, any applicable Data Processing Agreement (DPA), and these Terms. If there is an inconsistency, the Order Form prevails, followed by the DPA, then these Terms.

1.4 Our Privacy Policy explains our privacy practices but does not form part of the Agreement. This does not limit any right or obligation arising under applicable privacy law.

1.5 You must ensure each Authorised User complies with the Agreement and are responsible for their acts and omissions in connection with the Service as if they were your own.

2. Definitions

3. The Service

3.1 The Service is designed to extract content from Candidate Content and place it into the Customer’s configured document template. It may also generate an optional short consultant summary or, where the Customer has expressly enabled the feature, draft content for a section missing from the source CV. Generated content should be clearly treated as draft content requiring review.

3.2 The Service is designed to preserve candidate wording during reformatting. Automated extraction, document conversion and artificial-intelligence processing may nevertheless produce errors, omissions, re-ordering or formatting issues.

3.3 The Service does not rank candidates, make recruitment or employment decisions, verify Candidate Content, or replace professional recruitment judgment.

3.4 We may maintain, improve or change the Service. We will give reasonable prior notice of a material reduction in core paid functionality where practicable. We may make urgent changes without prior notice where reasonably necessary for security, legal compliance or service integrity.

3.5 Unless an Order Form states otherwise, the Service is provided without a service-level commitment. Planned maintenance, third-party outages and events outside our reasonable control may affect availability. Support is provided through the contact details published by us or stated in the Order Form.

3.6 Features identified as beta, preview or experimental may be changed or withdrawn at any time and should not be used for critical workflows without appropriate independent checks.

4. Accounts, seats and access

4.1 Each Authorised User must use an individual account. Credentials must not be shared. You must promptly disable or request removal of access for a person who is no longer authorised.

4.2 You are responsible for maintaining the confidentiality of credentials, using reasonable account security practices and notifying us promptly of suspected unauthorised access.

4.3 Seats may be assigned and reassigned as permitted by the applicable Order Form. You must not exceed purchased seats or circumvent account, usage or access controls.

4.4 We may require reasonable information to verify account ownership, authority, billing or security before granting or restoring access.

5. Customer responsibilities

5.1 You represent and warrant that you have all rights, authorities, notices and lawful bases required to collect, use and submit Customer Data to the Service and to instruct us and our sub-processors to process it for the purposes described in the Agreement.

5.2 You must provide any privacy notice required to candidates and other individuals, including notice of relevant technology providers and overseas processing. You remain responsible for your recruitment activities, candidate relationships, client submissions and compliance with Applicable Law.

5.3 You must avoid submitting sensitive information, tax file numbers, identity documents, health information or other high-risk information unless it is reasonably necessary for a legitimate recruitment purpose and you have authority to do so. The Service does not request such information.

5.4 You must review each Output for accuracy, completeness, appropriateness and generated content before relying on it, placing it in another system, sending it to a client or otherwise disclosing it. Candidate vetting and final document approval remain your responsibility.

5.5 You are responsible for retaining source Candidate Content and any Output you require after the Service’s short download window. The Service is not a candidate database, document archive or backup service.

5.6 You must not, and must not permit any person to:

• use the Service unlawfully, deceptively, discriminatorily or for a purpose unrelated to legitimate recruitment operations;
• submit material you are not authorised to submit or that infringes another person’s rights;
• introduce malicious code, probe or bypass security controls, or interfere with the Service;
• reverse engineer, scrape, copy, frame, resell or commercially exploit the Service except as expressly permitted by law or an Order Form;
• use the Service to build or train a competing product or artificial-intelligence model; or
• permit access by a person who is not an Authorised User.

6. Third-Party Integrations

6.1 The Customer may choose to enable a Third-Party Integration, including an integration with an applicant tracking system. By enabling it, the Customer authorises the Provider to access, receive and write Customer Data through that integration within the permissions and scopes approved by the Customer.

6.2 The Customer is responsible for ensuring it has authority to connect the third-party account and for reviewing the permissions requested. The Customer may revoke an integration through the relevant third-party system or by contacting the Provider.

6.3 A third-party provider controls its own service, terms, security, availability and data retention. The Provider is not responsible for a third-party service outage, API change or action outside the Provider’s reasonable control.

6.4 The Customer must review any Output before it is written to or used in a third-party system. Once Customer Data is written to the Customer’s third-party system, that copy is controlled by the Customer and is not subject to ReProfile’s short output-deletion window.

6.5 The Provider may suspend or limit an integration where reasonably necessary for security, legal compliance, compatibility or system integrity. The Provider will take reasonable steps to notify the Customer where practicable.

7. Privacy, data protection and security

7.1 The parties’ obligations for personal information processed by the Provider on the Customer’s behalf are set out in the DPA where one applies. The Customer remains responsible for determining the purposes for which Candidate Content is collected and used.

7.2 We will maintain reasonable technical and organisational safeguards appropriate to the nature of Customer Data and the Service. No system is completely secure, and we do not guarantee absolute security.

7.3 The Service currently uses organisation-scoped access controls. During the short output download window, an Output may be accessible to active members of the same Customer organisation account. The Customer must manage organisation membership accordingly.

7.4 Authorised Provider personnel may access account information or an Output only where reasonably necessary for support, security, legal compliance or service operation, and subject to confidentiality obligations. Candidate CV content is not made available through an ordinary support interface.

7.5 We will notify the Customer of a Security Incident as required by the DPA or Applicable Law. The Customer must provide reasonable cooperation and accurate information where an incident relates to its accounts, instructions or systems.

8. Intellectual property

8.1 As between the parties, the Customer and relevant candidates retain their rights in Candidate Content. The Customer retains its rights in Customer Materials. The Customer grants the Provider a non-exclusive, worldwide, royalty-free licence during the Agreement to host, reproduce, adapt and process Customer Data only to provide, secure and support the Service and comply with law.

8.2 As between the parties and subject to underlying candidate and third-party rights, the Customer owns the Output. The Provider does not claim ownership of Candidate Content or the Customer-specific Output.

8.3 The Provider and its licensors retain all rights in Provider Technology and all improvements to it. No rights are granted except the limited, non-exclusive, non-transferable right for the Customer and its Authorised Users to use the Service during the Agreement.

8.4 If the Customer provides suggestions or feedback, the Provider may use them without restriction or payment, provided it does not identify the Customer publicly without consent.

8.5 The Provider may use aggregated and de-identified operational information to operate, secure, analyse and improve the Service, provided the information does not identify a candidate or the Customer and is not derived from retained Candidate Content.

9. Fees, invoicing and taxes

9.1 Fees, billing frequency, payment terms, seats and included services are set out in the applicable Order Form or other written onboarding confirmation. Unless stated otherwise, fees are in Australian dollars, exclusive of GST and invoiced in advance.

9.2 The Customer must pay undisputed invoices by the due date. The Customer must notify the Provider of a genuine invoice dispute promptly and pay any undisputed amount.

9.3 Except where required by law or expressly stated in an Order Form, fees for a period already supplied are non-refundable. Any termination credit or final pro-rata adjustment is determined under the applicable Order Form.

9.4 We may change standard pricing on at least 60 days’ written notice. A change does not affect a prepaid period and does not override a fixed price stated in an Order Form.

10. Confidentiality

10.1 Confidential Information means non-public information disclosed by or for a party that is identified as confidential or would reasonably be understood to be confidential, including Candidate Content, Customer Materials, pricing, security information, product plans and trade secrets.

10.2 The receiving party must protect Confidential Information using at least reasonable care, use it only to perform or exercise rights under the Agreement, and disclose it only to personnel, professional advisers and service providers who need to know it and are subject to confidentiality obligations.

10.3 Confidential Information does not include information the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed without use of the information, or is lawfully obtained from a third party without restriction.

10.4 A party may disclose Confidential Information where required by law, after giving prior notice where legally permitted and taking reasonable steps to limit the disclosure.

10.5 On request or termination, the receiving party must return or destroy Confidential Information where reasonably practicable, subject to the DPA, legal retention requirements and routine inaccessible backups.

10.6 This clause continues for five years after termination, except for personal information and trade secrets, which remain protected for as long as they retain that character.

11. Suspension and termination

11.1 The term and convenience termination rights are set out in the Order Form. If there is no Order Form, either party may terminate a month-to-month subscription on 30 days’ written notice.

11.2 Either party may terminate the Agreement for a material breach that is not remedied within 14 days after written notice, or immediately where the breach cannot be remedied, the other party becomes insolvent, or continued performance would be unlawful.

11.3 We may suspend access to the extent reasonably necessary to address non-payment, a security threat, unlawful use, material misuse, or a direction from a court or regulator. Except in an urgent case, we will give reasonable notice and an opportunity to remedy the issue.

11.4 On termination, rights to use the Service end. Customer Data is handled in accordance with the DPA and Privacy Policy. The Customer should download any required Output before termination because the Service is not an archive.

11.5 Clauses concerning accrued fees, confidentiality, intellectual property, liability, indemnities, data deletion and general interpretation survive termination to the extent necessary to give them effect.

12. Warranties and Australian Consumer Law

12.1 Each party warrants that it has authority to enter into the Agreement.

12.2 We will provide the Service with due care and skill. Except as expressly stated and to the maximum extent permitted by law, the Service is provided on an as-is and as-available basis and we do not warrant uninterrupted operation, error-free Output, compatibility with every file or template, or fitness for a particular purpose.

12.3 Nothing in the Agreement excludes, restricts or modifies a guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or other law that cannot lawfully be excluded. Where liability for a failure to comply with a non-excludable guarantee can be limited, our liability is limited, at our option, to re-supplying the relevant services or paying the cost of having them re-supplied.

13. Liability

13.1 Subject to clauses 13.4 and 13.5, neither party is liable to the other for indirect, incidental, special, exemplary or consequential loss, or for loss of profit, revenue, goodwill, business opportunity or anticipated savings, whether arising in contract, tort (including negligence), statute or otherwise.

13.2 Subject to clauses 13.3 to 13.5, each party’s total aggregate liability arising out of or in connection with the Agreement is limited to the greater of: (a) fees paid or payable under the Agreement in the 12 months before the first event giving rise to liability; and (b) AUD 10,000.

13.3 The Provider’s total aggregate liability for breach of confidentiality, breach of the DPA, or a Security Incident caused by the Provider is limited to AUD 25,000. This cap replaces, and is not additional to, the cap in clause 13.2 for those matters.

13.4 Liability under clause 14 is limited to AUD 25,000 in aggregate for each party, except to the extent caused by fraud or wilful misconduct.

13.5 The exclusions and caps do not apply to fraud or wilful misconduct, death or personal injury caused by negligence, unpaid fees, or liability that cannot lawfully be excluded or limited.

13.6 The Provider is not liable for an error or omission in an Output to the extent a reasonable review required by clause 5.4 would have identified it, or for a third-party system’s acts or omissions outside the Provider’s reasonable control.

13.7 Each party must take reasonable steps to mitigate loss. Reasonable investigation, notification and restoration costs directly arising from a proven breach are not treated as consequential loss merely because they follow the breach.

14. Third-party claims and indemnities

14.1 The Customer indemnifies the Provider against a third-party claim to the extent caused by: (a) Candidate Content or Customer Materials supplied without required rights or authority; (b) the Customer’s material breach of clause 5; or (c) the Customer’s unlawful or unauthorised use of the Service.

14.2 The Provider indemnifies the Customer against a third-party claim that the Customer’s authorised use of the unmodified Service infringes an Australian patent, copyright or trade mark. This indemnity does not apply to a claim caused by Customer Data, Customer instructions, use contrary to the Agreement, modification not made by the Provider, or combination with a product not supplied or approved by the Provider.

14.3 If an infringement claim under clause 14.2 is likely, the Provider may modify or replace the affected Service, obtain continued rights, or terminate the affected Service and refund prepaid fees for the unused period. This states the Customer’s exclusive remedy for that claim, subject to rights that cannot lawfully be excluded.

14.4 An indemnified party must give prompt notice of the claim, provide reasonable cooperation at the indemnifying party’s cost, and allow the indemnifying party to control the defence and settlement. The indemnifying party must not settle a claim in a way that admits fault or imposes non-monetary obligations on the indemnified party without consent, not to be unreasonably withheld.

15. Changes to these Terms

15.1 We may update these Terms on at least 30 days’ notice to account holders. A change will not operate retrospectively or amend a signed Order Form or DPA.

15.2 If a notified change materially and adversely affects the Customer, the Customer may terminate the affected subscription by notice before the change takes effect. Continued use after the effective date constitutes acceptance of the updated Terms.

15.3 We may make an immediate change where reasonably necessary to address law, security or an urgent third-party requirement, but will notify account holders as soon as reasonably practicable.

16. General

16.1 Notices must be sent by email to the contact stated in the Order Form or the account contact. A notice is taken received when the sender receives no automated failure notice, except a notice of termination or legal claim is received on the next business day after sending.

16.2 Neither party may assign the Agreement without the other party’s prior consent, not to be unreasonably withheld or delayed. Either party may assign the Agreement as part of a genuine merger, corporate reorganisation or sale of substantially all relevant business or assets, provided the assignee assumes the assigning party’s obligations.

16.3 Neither party is liable for delay or failure caused by an event beyond its reasonable control, except payment obligations. The affected party must take reasonable steps to reduce the impact and resume performance.

16.4 The parties are independent contractors. The Agreement does not create employment, partnership, agency, fiduciary or joint-venture obligations.

16.5 A variation to legal terms must be in writing and signed or expressly accepted by authorised representatives. Routine operational changes, such as seats, templates or billing contacts, may be agreed by email where the Order Form permits.

16.6 If a provision is unenforceable, it is severed or read down to the minimum extent necessary, and the remaining provisions continue. A failure or delay to enforce a right is not a waiver.

16.7 The Agreement may be executed electronically and in counterparts. Headings are for convenience only. The words including and for example do not limit what follows.

16.8 The Agreement is governed by the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Queensland and courts competent to hear appeals from them.

17. Contact

SpokeCV Pty Ltd - ReProfile
Email: matt@reprofile.com.au
Website: reprofile.com.au