Last updated: March 7, 2025
Welcome to Xref. These Terms and Conditions govern your access to and use of the Xref platform and the Xref website, xref.com (Xref Platform), and the services made available to you via the Xref Platform by Xref Limited ABN 34 122 404 666 and its subsidiaries. Specific details regarding the services to be provided shall be set out in separate orders supplementing these Terms and Conditions (Order Form). By: (1) ticking a box indicating acceptance, or (2) executing an Order Form that references these Terms and Conditions, or (3) using the Xref Platform, you agree to and accept these Terms and Conditions and the General Terms and Conditions as published on the Xref Platform. References to “we”, “our” and “us” are references to Xref Limited.
1 SERVICES. On completion of registration, you will receive access to the services on a trial or subscription basis. Online self serve trials are free of charge. You do not need to be an existing Xref customer to register to use Xref, but you will be required to create a user profile on the Xref Platform (User Profile). The Xref Platform is a multi-organization platform which means that, as a user you may have more than one organization linked to your User Profile and you can have different user roles in different organizations. For example, Owner or Member. Xref reserves the right to introduce new roles at any time for users as well as to vary and/or add to the services at any time. When an organization is created for you in the Xref Platform, or a connection to third party services is initiated, an API key will be generated to communicate with Xref applications which enables user and other information to be sent between Xref applications to facilitate reference survey requests and background checks. In order to use the Xref Platform all users will be created as users in the Recruiter Platform. For clarity, this does not give you automatic access to use the Recruiter Platform, unless you have elected to purchase recruiter access.
For the purpose of these Terms and Conditions: Recruiter Platform means the platform that offers subscriptions for candidate referencing only, as well as integrations and third party checks. Xref Platform means this platform that offers recruitment related survey checks and additional background checks. Engage Platform means the platform that allows you to access a suite of off-the-shelf research backed surveys and resources that provide actionable insights across your organization.
The services may allow you to request human resources related surveys such as, i) reference surveys of potential employees, ii) pulse surveys of existing employees, iii) exit surveys of departing employees, and iv) engagement, leadership, industry and other specific surveys available on the Engage Platform. (Surveys). A Survey in each case involves a request to a recipient to complete an online form detailing responses from the recipient and their nominated third party. For example, obtaining references in the case of a new hire or responses from a line manager in the case of an exit request. In respect of pulse surveys, the pulse feature has been designed to retain full respondent anonymity. If you or any of your users manipulate the platform in order to expose feedback at an individual level, you assume all responsibility and potential liability which may arise as a result of your actions.
In addition, you may be given access to People Search, an analytics solution that helps users to quickly and easily search and filter the referee data that is already held in their account. We may add and/or remove services at any time at our discretion. By registering for a User Profile, you agree that your personal information may be duplicated in each data region of each organization that your User Profile is linked to, and you consent to such duplication.
For subscription related charges ordered through online self-serve, the purchase page outlines your order and forms part of your agreement with us.
For the avoidance of doubt, and unless elsewhere specified:
(a) You will have the opportunity to review and confirm your order, and we will send you an email, including an invoice or invoice receipt, accepting and confirming your order. Once your order has been accepted and confirmed the transaction will be binding.
(b) Your order may be canceled due to system errors, inaccuracies in product or pricing information or product availability, or other problems identified by our commercial and compliance teams. We may require additional verification or information before accepting an order. We will contact you if any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after we have processed your payment, we will refund your payment.
(c) When you provide payment information, you warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilise third party services to verify and process your payments.
(d) Payment of fees is due immediately and you authorize us to charge your provided payment method in respect of your current and future orders, unless otherwise agreed. Failure to make payment within the later of the invoice due date or 14 days of receipt of invoice will result in deactivation of your organization and suspension of access to the Xref Platform in accordance with clause 5.
(e) Invoice amounts shown at the time of purchase represent amounts owing in respect of your chosen billing cycle. This billing cycle is subject to your subscription term.
(f) Online self serve subscription plans will auto renew. The renewal price for your selected billing cycle will be unchanged unless we provide advance notice to you of a price increase, in which case you will have the right to cancel the renewal of your subscription.
(g) Promotional pricing or discount offers are provided at our discretion to you and may be withdrawn at the conclusion of a subscription term.
(h) The turnover cap* associated with your plan, as outlined on the website, will be made available to you on receipt of payment and will renew annually with your subscription plan.
If you elect to vary your subscription plan through online self serve:
(a) Your current subscription plan will be replaced with the newly selected plan for the duration of your subscription term and your entitlements under the previous plan will no longer be available.
(b) If you order a turnover cap extension this will:
(i) Provide for an increased turnover cap within your existing plan for the duration of your subscription term.
(ii) Not allow unused turnover cap to be rolled over from one term to another. Any unused turnover cap will be forfeited.
*For clarity, a subscription allows you to use the Xref Platform and the turnover cap determines the number of profiles that can have their first reference or exit survey during the subscription plan term. The first reference or exit survey sent to a profile will increase your turnover cap usage by 1. Turnover cap usage is also increased by creating a new profile for historical (Recruiter Platform) reference requests and by requesting a survey via a third party channel. Sending a pulse request, conducting a background check, or initiating additional reference and exit requests for a profile within the Xref Platform does not increase your turnover cap usage.
2 PLATFORM USER PROFILE & SECURITY CREDENTIALS. To use the services you must register for a User Profile using your corporate email address. Xref is a business tool intended for legitimate recruitment and human resources business purposes only. A user must be at least 18 years of age. Any and all security credentials including any IDs and passwords that you use to access the Xref Platform are personal to you, strictly confidential and should not be shared with any unauthorized person. Disclosure of your security credentials to any party, including those within your organization authorizes that party to act as an agent on your behalf. You agree to be solely responsible for any and all actions taken using your security credentials, whether or not you have authorized such actions. When you register for a User Profile, you must provide us with accurate and complete information. In addition, you must notify us of any changes to your information.
3 GRANT OF LICENSE. We grant you a limited, non-transferable, non-exclusive license to access and use the Xref Platform to use the services. This license:
i. does not entitle you to download or modify any part of the Xref Platform;
ii. does not entitle you and expressly prohibits you from:
· any resale or commercial use of the Xref Platform or its contents;
· any derivative use of the Xref Platform of its contents; or
· any use of data mining, robots, or similar data gathering and extraction tools.
4 FEES AND PAYMENT. Fees are based on services and subscriptions purchased. There are no fees payable in respect of trials. Payment obligations are non-cancelable, and fees due are non-refundable and quantities cannot be decreased during a relevant subscription term. We reserve the right to introduce fees to certain services at any time.
5 ORGANIZATION DEACTIVATION. If your subscription status is inactive, your organization will be deactivated. We may warn you of such deactivation in advance, but we are not obliged to. An inactive subscription means that there has been no activity in your organization for a period of 90 consecutive days or non-payment of fees, including for renewal of a subscription plan. Once your organization is deactivated any amounts paid in advance will be forfeited. Your organization can only be reactivated once any amounts owing, or due in respect of a renewal subscription, are paid in full.
6 REPORTS. Information from the Surveys will be collated into a report which will be made available via an organization. We are not responsible for ensuring that the relevant requests for action are responded to nor for the quality of any feedback. You must not:
i) use a report or any information contained in a report for any purpose other than for legitimate human resources related purposes, unless you have subscribed to our People Search analytics solution, in which case you may filter referee data to identify referees that have opted-in and act accordingly;
ii) modify or alter a report in any way, except in respect of the Engage Platform;
iii) disclose a report or any information contained in a report to any third party, without our prior consent, except in respect of a) pulse surveys, b) the Engage Platform or c) in the case of reference Surveys where an organization is engaged by the employer and may need access to the report.
Before acting on any report or any information in a report, we recommend that you:
i) consider whether it is appropriate for your intended purposes;
ii) carry out your own independent research; and
iii) seek professional advice where necessary.
7 THIRD PARTY SERVICES. We may link to or offer access to third party products and/or services on the Xref Platform (Third Party Services). Any costs incurred by accessing such Third Party Services will be borne by you. Third Party Services are not under our control, we are not responsible for such services, and we are merely acting as reseller of such services. We provide these services as a convenience only and do not review, approve, monitor, endorse, warrant or make any representations regarding these services, and we are not liable for such services or any losses that result from your use of the services. Any use of Third Party Services is solely between you and the applicable Third Party Service provider and is subject to their terms and conditions. You acknowledge and agree that we shall not be liable for any direct, indirect, incidental, special or consequential damages that result from your use of any Third Party Services. You understand that it is your sole responsibility to review such Third Party Services prior to entering into an agreement or accepting such products and/or services from a third party, and any use of such Third Party Services will be at your sole risk.
The Trust Marketplace console, which you may be able to configure on the Xref Platform, provides access to third party services. You agree to the third party terms and conditions included in the console. When you configure Trust Marketplace or request us to configure Trust Marketplace for you, you agree to purchase the third party services at a usage cost detailed here https://www.trustmarketplace.com/pricing. These prices are invoiced monthly in arrears and are quoted exclusive of the applicable duties or taxes. We reserve the right to adjust all pricing from July 1st of each year and if there is a change to the price list from the relevant third party provider. We will provide you with 30 days notice if prices are to be adjusted. All surcharges incurred by us in relation to fulfilling the third party services will be passed from the third party provider on to you. Where currency conversions apply a daily updated exchange rate will be taken as at the time of request.
8 OUR INTELLECTUAL PROPERTY RIGHTS. You acknowledge and agree that the Xref Platform and services contain Intellectual Property Rights that are owned by us and are protected by Australian and international laws, including but not limited to, the trademarks, trade names, software, content, design, images, graphics, layout, appearance, and look of the Xref Platform. These Intellectual Property Rights are not assigned, transferred or otherwise licensed to you, other than as specifically noted in this Terms and Conditions, and all Intellectual Property Rights in documents, ideas, equipment, processes and systems which are acquired or created by us in the course of supplying the services are retained by us. We grant you a revocable, non-exclusive, non-transferable license to use our Intellectual Property for the purpose of using the Xref Platform and services and solely on the terms set out in these Terms and Conditions. You must not breach any copyright or Intellectual Property Rights connected with the Xref Platform or the services. This includes, but is not limited to:
i) reverse compiling, altering, modifying, copying or otherwise reverse engineering any of the code, UX processes or material on the Xref Platform;
ii) causing any of the material on the Xref Platform to be framed or embedded in another platform; or
iii) creating derivative works from the content of the Xref Platform.
For the purposes of this clause Intellectual Property Rights means copyright and neighboring rights (including moral rights), all rights in relation to invention activity in the industrial, scientific, literary or artistic fields.
9 PRIVACY AND DATA PROTECTION. We will:
i) comply with all applicable privacy laws by which we are bound;
ii) use the personal information only for the purposes of fulfilling our obligations under these Terms and Conditions;
iii) restrict access to the personal information to employees who need to access the personal information;
iv) take all reasonable steps to ensure that the personal information is protected against misuse and losses, or unauthorized access, modification or disclosure;
v) notify you immediately if we become aware that a disclosure of personal information received by us from you that: (i) has been made in breach of this clause or any privacy law; or ii) may be required by law; and
(vi) not do anything with the personal information that will cause you to breach any privacy law and cooperate with you to resolve any complaint made under any applicable privacy law;
For the purposes of this clause 9, the term Data Protection Legislation means European Directives 95/46 and 2002/59/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including, when applicable, the General Data Protection Regulation). The terms Data Controller, Data Processor, Processing (and Processed and Process) and Data Subject have the meanings ascribed to them in the Data Protection Legislation. The term Personal Data means the personal data (as such term is defined in Data Protection Legislation) Processed by us as Data Processor in relation to provision of the services.
The subject-matter of the data processing under these Terms and Conditions is the performance of the services and the processing will be carried out for the duration of the services. In addition: the types of Personal Data processed, the nature and purpose of the Processing is as set out in the Xref Privacy Policy. We will Process the Personal Data on your behalf in accordance with your instructions. Notwithstanding the foregoing, we may Process the Personal Data if it is required under European Union or Member State law to which it is subject. In this situation, we will inform you of such a requirement before we Process the data, unless the law prohibits this on important grounds of public interest, and you will ensure that the instructions you provide to us will comply with Data Protection Legislation. We will not transfer the Personal Data to a country outside the EEA without your prior written consent. You authorize us to process and store your personal data. For the purposes of providing user support we may access your data from our secure offices located in other countries. You agree that we may use subcontractors or sub-processors to provide services on our behalf, provided that we comply with the provisions of this clause. We remain responsible for subcontractors’ compliance with the obligations of this clause 9. Any subcontractors to whom we transfer Personal Data will have entered into written agreements with us requiring that the subcontractor abide by terms no less protective than this clause 9. We will implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures will be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected.
We will:
i) as soon as reasonably practicable, inform you if we receive a request notice or other communication from a Data Subject seeking to exercise his or her rights under Data Protection Legislation in respect of those Personal Data, and, at your request, assist you with respect to that communication, request or notice; and
ii) audit the security of the computers and computing environment that we use in Processing the Personal Data for the performance of the services and the physical locations from which we provide the services.
iii) ensure that only those of our personnel who are properly trained and need to have access to the Personal Data are granted access to such data and only for the purposes of the performance of these Terms and Conditions and that all of our personnel required to access the Personal Data are informed of its confidential nature and comply with the obligations set out in this clause and clause 14; and
iv) on termination of these Terms and Conditions we shall immediately cease to use the Personal Data and shall promptly arrange for its destruction.
10 LIABILITY. i)To the maximum extent permitted by applicable law: (a) each party, its directors and staff shall have no liability for any indirect, incidental, special or consequential damages, or damages for loss of profits, revenue, data or use, arising or incurred under or in connection with these Terms and Conditions, whether in an action in contract or tort; and (b) subject to (a), each party and its group's maximum liability arising under or in connection with this Agreement shall not exceed the total amount paid for the services giving rise to the liability.
ii) You assume sole responsibility for any custom built questions that you include on the Xref Platform as part of a sent survey, and Xref disclaims all liability in respect of your use of custom built questions.
11 TERM & TERMINATION. These terms and conditions will commence on the date you first accept them and will continue until all subscriptions of all your organizations have expired or have been terminated or the trial period has been canceled, as set out in clauses 11.1 and 11.2. For clarity, subscriptions purchased through online self serve will auto renew.
Unless specified otherwise in an Order Form:
11.1 Trials may be canceled at any time during the trial period without penalty;
11.2 Subscriptions include a 12 month commitment period, the end date of which is visible to you in the Xref Platform. Upon reaching your commitment end date, your subscription will automatically renew for a further 12 months, unless you have chosen to cancel at any time during the subscription term. When you cancel your subscription, you will not receive any prorated refund or adjustment to prepaid or owing amounts in respect of the relevant term, but you will continue to have access to your subscription until the term-end date. Subscriptions commence from the date of plan purchase, plan upgrade or another agreed date.
If a party commits a material breach of these Terms and Conditions, the other party is entitled to terminate this Agreement with immediate effect.
Following termination of this Agreement:
i) we will deactivate your user account and organizations.
ii) the licenses granted under clause 3 and 8 will terminate; and
iii) we may (but we are not required to) retain information (including reports) relating to your organizations for a commercially reasonable period of time for backup, archival, or audit purposes. Where such information remains available, we will be happy to provide copies of relevant information to you but we reserve the right to charge a reasonable fee for doing so.
iv) we may provide you with a bulk PDF export of reports. Any other format of data export, such as a CSV file format will need to be requested and we reserve the right to charge you for this.
12 GOVERNING LAW. The law that will apply in any dispute or lawsuit arising out of or in connection with these Terms and Conditions and the courts that have jurisdiction depend on where you are domiciled.
13 MARKETING & COMMUNICATIONS. In order to provide the services to you, we may, from time to time, communicate with you via an email address you provided for a User Profile. By registering for a User Profile and using the services, you agree to receive email communications from us as required to provide the services. In addition, we may also use your name, email address and contact details to provide you with marketing and promotional materials about Xref. If you do not wish to receive such materials, you may opt-out at any time by using the opt-out mechanism in the marketing material.
14 CONFIDENTIALITY. A party (receiving party) shall keep in strict confidence: all information that relates to the business, affairs, operation, developments, trade secrets, personnel and suppliers, including all technical or commercial know-how and Personal Data which are in each case of a confidential nature and have been disclosed to it by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain (collectively, confidential information). The receiving party shall only disclose the disclosing party’s confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under these Terms and Conditions, and shall ensure that such employees, agents and subcontractors enter into obligations with it which are equivalent to those set out in this clause. The receiving party may also disclose the disclosing party's confidential information where such disclosure is required by law, by any governmental or regulatory authority or by a court of competent jurisdiction, subject to the prior notification to the disclosing party to the extent reasonably possible.
15 GENERAL. i) Neither party may, without the prior written consent of the other party, such consent to not be unreasonably withheld, transfer or assign any of its rights or obligations under these Terms and Conditions.
ii) These Terms and Conditions, any Order Form and Addendum, together with the General Terms and Conditions and any amendments you may enter into with us in connection with the Xref Platform or the services will constitute the entire agreement between you and us concerning the Xref Platform and the services. In the event of any conflict or inconsistency among the documents the order of precedence shall be 1) the applicable Order Form and Addendum, 2), amendments, 3) these Terms and Conditions and; 4) the General Terms and Conditions.
iii) A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
iv) We may amend these Terms and Conditions at any time on reasonable notice to you including without limitation, by emailing these amendments to you and/or posting revised Terms and Conditions on the Xref Platform xref.com, which amended Terms and Conditions will be binding on you.
v) We warrant that slavery, human trafficking and/or child labour is not taking place in our business, nor to the best of our knowledge, in any of its supply chains. In performing our obligations under these Terms and Conditions we shall comply with applicable Modern Slavery legislation.
vi) Xref provides a 99.95% uptime guarantee. If the Xref Platform is unavailable we will reinstate any credits that were unable to be used during any outage. We will notify you in advance of any scheduled preventative maintenance where reasonably practicable.
16 PUBLICITY & USE OF TRADEMARKS. You grant us permission to use your name, trademarks and logos (the “Marks”) solely for the purpose of marketing, advertising and promotion pursuant to the limitations outlined in these Terms and Conditions and your branding guidelines. We agree to cease using the Marks immediately on your request.
