Terms & Conditions

A. EvenBetter offers a gender gap management software solution. The Solution enables organisations to effectively monitor, manage, and take steps that can reduce gender gaps.

B. By entering into the Engagement Form and using EvenBetter Services, You agree to be bound by these Terms of Service.

C. These Terms of Service, together with the Engagement Form signed by You, constitutes a binding agreement between EvenBetter and You (Agreement).

2.1 Subject to the terms and conditions set out in these Terms of Service, EvenBetter grants You a temporary, royalty-free, non-exclusive, non-transferable, non-assignable right to use and exploit the Relevant IP and Trade Marks and any further accompanying Documentation solely to enable You to use the Platform and Services for the duration of the Term (Licence).

2.2 Notwithstanding clause 2.1 above, the Agreement does not constitute a Licence of the Software Code, and nothing in the Agreement grants You any right to access or use the Software Code.

3.1 Notwithstanding any other provision contained in these Terms of Service, upon engaging the Services, You will enter into a thirty (30) day assessment period, during which EvenBetter shall, in its absolute discretion, assess and determine whether Your Data can be successfully integrated into the Platform (Assessment Period).

3.2 During the Assessment Period, You agree to do everything reasonably requested by EvenBetter to facilitate onboarding of Your Data onto the Platform. This includes providing EvenBetter with the relevant information and details in digital format as requested by EvenBetter in relation to Your Data.

3.3 If, at any time during the Assessment Period, EvenBetter determines, in its sole discretion, that Your Data cannot be integrated with the Platform for any reason, EvenBetter may terminate the Agreement in accordance with clause 10.1 and, in such case, and except in circumstances outlined in clause 10.3, shall refund You the Fees in accordance with clause 10.2.

3.4 You acknowledge and agree that should the integration of Your Data be unsuccessful and the Agreement be terminated by EvenBetter in accordance with clause 3.3, You shall have no claims, demands, or legal recourse against EvenBetter arising from the termination of the Agreement or the failure of the onboarding process.

3.5 This Agreement will commence on the Effective Date as outlined in Your Engagement Form, and will continue for the Assessment Period and Initial Term unless terminated earlier in accordance with clause 10. The Agreement will automatically renew for sequential one (1) year periods (each a “Renewal Term”) unless either Party notifies the other Party in writing at least sixty (60) days prior to the end of the then-current Term that it wishes the Term to expire. Upon each Renewal Term, the Fees applicable to the immediately preceding Term will increase by five percent (5%), provided that the Customer is notified in writing of such increase no less than sixty (60) days prior to the commencement of the relevant Renewal Term. For the avoidance of doubt, the Assessment Period, Initial Term and any applicable Renewal Term are collectively referred to as the (“Term”).

3.6 During the Term, You acknowledge and agree that the provision of the Services and the Licence shall be non-exclusive and does not restrict EvenBetter or any Affiliate of EvenBetter from contracting with any other person or entity for the distribution, performance or delivery of the Services.

4.1 A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the date of the Agreement will not be altered, transferred or assigned by virtue of the Agreement.

4.2 You acknowledge and agree that You are not acquiring any Intellectual Property Rights (other than the Licence) in or to the Relevant IP and the Trade Marks, information or material (including Confidential Information) relating to the Platform (including the Products) and/or Services and that EvenBetter owns and retains title to all Relevant IP owned by EvenBetter (including EvenBetter Data).

4.3 You acknowledge and agree that any EvenBetter Data that is captured, collected and/or shared as a part of providing the Software is EvenBetter's intellectual property, and You have no proprietary right, title to, or interest in EvenBetter Data pertaining to the Software; and EvenBetter shall, in its absolute discretion, be entitled to use EvenBetter Data for any purpose as determined by EvenBetter.

4.6 This Licence is not a sale. Title, copyright, and any other rights in the Relevant IP will remain with EvenBetter or its Affiliates. Unauthorised copying of the Platform or failure to comply with the above restrictions will result in automatic termination of the Agreement.

4.8 EvenBetter acknowledges and agrees that Your Data captured, collected and/or shared with EvenBetter during the Term is your intellectual property, but You grant EvenBetter a right to use Your Data only for the purposes of the Agreement. You must ensure that any information You provide is anonymised and does not contain any Personal Information.

4.9–4.13 You agree that EvenBetter shall have the right to use Your Data for the purpose of building, developing, and refining industry or sector-specific benchmarks integral to the Platform or Services. Any of Your Data used for benchmarking will be anonymised, aggregated, and processed so as to ensure confidentiality and privacy; no personally identifiable or proprietary information will be disclosed. EvenBetter retains all Intellectual Property Rights to any New Data, including benchmarks developed using Your Data, provided such benchmarks are not traceable to any Confidential Information.

4.14–4.15 You shall conform to the reasonable requirements of EvenBetter in relation to the use of the Trade Marks. Any goodwill derived from use of the Trade Marks shall inure to the sole benefit of EvenBetter, and You shall not claim any right, title or interest in, or register anything confusingly similar to, the Trade Marks.

Joint obligations

5.1 The Parties will jointly work together to install the Products in accordance with agreed specifications and timeframes, will exercise all reasonable care and skill in performing their duties, and will comply with all applicable federal, state, local and foreign laws in the Territory.

EvenBetter obligations

5.2 EvenBetter shall provide reasonable technical and marketing information, training and support; take reasonable steps to maintain licences to Relevant IP not owned by EvenBetter; and use all reasonable endeavours to maintain the availability of the Platform.

Your obligations

5.3 You shall exercise reasonable care in using the Platform and Services in accordance with EvenBetter’s instructions; not use the Relevant IP in any way that could damage EvenBetter’s reputation or goodwill; and not permit any third party to use the Relevant IP without prior written consent. You must not (among other restrictions) reproduce, scrape, sell, or otherwise misuse the Platform; make it available to non-authorised users; reverse engineer, decompile or create derivative works; remove any Trade Marks or legal notices; or post the Software to any location accessible to the general public. You must also take out and maintain commercially reasonable insurance in respect of your obligations under the Agreement.

6.1 In consideration for the Services and Licence, You agree to pay EvenBetter the Fees (plus GST) as set out in Your Engagement Form.

6.2 The Fees for the Initial Term will be invoiced prior to the Effective Date and are payable in cleared funds within thirty (30) days from the invoice issue date.

6.3 EvenBetter may change its pricing with respect to the Platform, Products and/or Services from time to time, subject to reasonable written notice.

6.4 Except for the Fees set out in clause 6.2, any payment of fees shall be made within twenty-one (21) days after the invoice issue date, including for any Renewal Term.

6.7 Any fees for Additional Services requested by You will be negotiated separately and agreed in writing.

7.1 EvenBetter may discontinue or revise any or all aspects of the Platform at its sole discretion and without prior notice, for example to take account of changes in Law or circumstance.

7.2 EvenBetter may suspend access to the Platform, in whole or in part, to maintain or improve related systems; to comply with any order of a competent authority; or if it believes the Platform may be used in breach of the Agreement.

7.3 EvenBetter shall use its best endeavours to minimise disruption to the use of the Platform.

8.1 Each Party must not, without the prior written consent of the other, use or disclose any of the other Party’s Confidential Information except as expressly permitted or as required by law; must use it solely for the purposes of the Agreement; must maintain effective security measures; and must return or destroy Confidential Information on request or on termination.

8.2 A Party may disclose the other Party’s Confidential Information to its employees or professional advisors only to the extent they need to know it, and must ensure they comply with equivalent obligations.

8.3 This clause will survive the termination of the Agreement.

9.1 The Platform (including the Products) and accompanying Documentation are licensed “as is.”

9.2 To the extent permitted by law, all implied warranties and conditions are excluded. EvenBetter will not be liable for any consequential, incidental or indirect damages (including loss of business profits, business interruption or loss of business information) arising out of the use of or inability to use the Platform.

9.3 Where any law (including the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law) confers Non-excludable Rights, EvenBetter does not exclude those rights but does exclude all other conditions and warranties implied by custom, law or statute.

9.5 To the fullest extent permitted by law, EvenBetter’s liability for breach of any implied warranty or condition that cannot be excluded is limited, at EvenBetter’s option, to resupply of the Platform or Services or payment of the cost of resupply, and shall not exceed the amounts actually paid by You during the six (6) month period immediately preceding the event giving rise to the liability.

10.1 If, during the Assessment Period, EvenBetter determines in its sole discretion that Your Data cannot be onboarded for technical reasons, EvenBetter may terminate the Agreement on seven (7) days’ written notice.

10.2–10.3 Subject to clause 10.3, on termination under clause 10.1 EvenBetter shall provide a full refund of the Fees within thirty (30) days. Any inability to complete the Assessment Period arising from Your failure to fulfil your obligations results in forfeiture of any right to a refund.

10.4 Either Party may terminate the Agreement at any time by giving at least sixty (60) days’ written notice.

10.5–10.6 Except where otherwise expressly provided, Fees are non-refundable; to avoid automatic renewal You must give notice in accordance with clause 3.5. In the event of termination initiated by EvenBetter, You shall receive a refund of the proportioned Fees capped at a maximum of six (6) months.

10.7 Either Party may terminate immediately by written notice on a material irremediable breach, an unremedied remediable breach (30 days’ notice), an Insolvency Event, or a Force Majeure Event lasting more than ninety (90) Business Days.

10.8–10.10 On termination You must cease using the Platform and, if requested, destroy any Documentation. Termination does not affect accrued rights or liabilities, and clauses 4, 8, 9, 10, 11, 12 and 13 survive termination.

11.1 You will indemnify and hold EvenBetter harmless against all Losses arising directly or indirectly out of, or in connection with, any breach by You of the Agreement.

11.2 You will indemnify EvenBetter against all Losses arising from any third-party Claim alleging that EvenBetter’s exploitation of the Relevant IP infringes that third party’s Intellectual Property Rights, except to the extent such infringement arises from modification of the Relevant IP without EvenBetter’s prior written consent.

11.3 On any such third-party claim, EvenBetter shall notify You as soon as reasonably practicable and, before terminating or bringing a Claim against You, give You a reasonable opportunity to modify or substitute the infringing part at Your expense, or to procure authority from the relevant third party to continue exploiting it.

12.1 EvenBetter warrants that, as at the Effective Date, it is a duly incorporated company with power to perform its obligations, that it has the right to grant the licence under clause 2.1, and that your use of the Relevant IP will not infringe any trade mark or other intellectual property rights of any person.

12.2 You warrant that, as at the Effective Date, You are a duly incorporated company with power and authority to perform your obligations under the Agreement.

12.3 Notwithstanding any provision of the Agreement, EvenBetter shall not be liable for any special, indirect or consequential damages, loss of anticipated profits or loss of revenue, however caused, whether in tort (including negligence), contract, statute, equity or otherwise.

13.1 Where the Platform and/or Services involve the processing of Personal Information, both Parties warrant that they will comply with their obligations under any applicable Privacy Legislation and the terms of the Agreement.

13.2 You must indemnify and hold EvenBetter harmless against all Losses arising as a result of your breach of clause 13.1.

13.3 Access to the Platform is subject to You creating and maintaining a username and password. You are responsible for the security of your password, and EvenBetter will not be liable for any loss arising from your failure to comply with this obligation. You must notify EvenBetter immediately of any suspected unauthorised use.

13.4 By accepting the Agreement, You agree to be bound by the provisions of the Privacy Policy located on the Website.

14.1–14.2 EvenBetter shall provide ongoing basic technical support by email during normal business hours (9:00am–5:00pm AEST/AEDT). Support outside those hours or advanced technical support may incur additional fees agreed in writing.

14.4 You agree that EvenBetter may share your name and association with EvenBetter (excluding Confidential Information) in its marketing material for the purposes of promoting EvenBetter.

14.6–14.7 The Agreement does not create any partnership, joint venture or agency relationship, and neither Party may enter into agreements or incur liabilities on behalf of the other without prior written consent.

14.8–14.10 The Agreement supersedes all prior agreements and constitutes the entire agreement between the Parties. No modification is binding unless in writing and signed. Invalid provisions are severed without affecting the remainder, and no delay in exercising a right operates as a waiver.

14.11 All notices must be in writing and sent to the recipient’s address, and are deemed served on delivery (by hand), 48 hours after posting (by prepaid letter), or when the email enters the recipient’s mail server.

14.12–14.15 You may not assign the Agreement without EvenBetter’s prior written consent. No variation is effective unless in writing and signed by both Parties. The Agreement may be executed in counterparts, and delivery of an executed counterpart by email is equally effective.

14.16 The Parties agree to attempt in good faith to resolve any dispute and, failing informal resolution after ten (10) Business Days, to seek to resolve the dispute through mediation.

14.17 The Agreement is governed by and construed in accordance with the laws applicable in New South Wales, Australia, and the Parties submit to the exclusive jurisdiction of the courts of New South Wales.