BrightHR (and related Services) is provided and operated by Peninsula Employment Services Limited ("PENINSULA") in Canada.

Access to and use of BrightHR (and its related Services) is provided by Peninsula to you (“You” or “User”) on condition that you accept these Terms of Use for Canada (“Terms of Use”), and by accessing or using BrightHR (or any of its related Services), you agree to these Terms of Use. If you do not agree to accept and abide by these Terms of Use, you may not access or use BrightHR (or any of its related Services).

You agree that the agreement formed by these Terms of Use is like any written negotiated agreement signed by you, and you agree to be bound by, and fully comply with, its terms. You represent and warrant that you have all necessary right, power and authority to enter into these Terms of Use and to perform and otherwise discharge all of your obligations hereunder. Peninsula may modify these Terms of Use from time to time and such modification shall be effective upon posting by Peninsula on this User Terms of Service and Privacy Policy page. You agree to be bound to any changes to these Terms of Use when you use BrightHR (or any of its related Services) after any such modification is posted. It is therefore important that you review these Terms of Use regularly to ensure you are updated as to any changes.

You may not interfere with the security of, or otherwise abuse BrightHR, any of its related Services or any websites, system resources, services or networks connected to or accessible through BrightHR. You may only use BrightHR (or any of its related Services) for lawful purposes.

What are these Terms of Use about?

These Terms of Use describe how you may use BrightHR (and its related Services) within Canada. If you are using BrightHR services in a different jurisdiction, different Terms of Use may apply.

In these Terms of Use, "BrightHR" means the on-line human resources software available through www.brighthr.com/ca (or such other URL as Peninsula may notify you of from time to time) together with the related Services; and "Services" means the web services, associated software, and other services provided in association with BrightHR from time to time.

“Delegated Users” are not a party to this agreement but are provided with access with the User’s consent. Such access can only be provided to enhance the performance of the Services and reasonable enjoyment of the User for the purpose of lawful, legitimate use of the software and the facilitation of the Services. From 1st November 2023, Users will be able to permit access to Delegated Users outside of Peninsula’s group. Peninsula can withdraw access to any Delegated Users at any time should the use of delegation not align with the purpose of the agreement.

License to use BrightHR and the Services

By accepting these Terms of Use and paying the relevant fees, you are hereby granted the non-exclusive license, in Canada, for the paid for term, to use BrightHR in the manner described in these Terms of Use, and in accordance with any service announcements, administrative messages, sales support literature, and other information about BrightHR published by Peninsula from time to time. You may not use BrightHR in any other way.

You shall only use BrightHR for internal business management and HR purposes, and shall input only your own organization's employee information (such as first name, last name, start date and job title) in order to assist you in managing that information. You may allow your organization's employees, or Delegated Users to input their own information into BrightHR.

The User cannot transfer its rights under these Term of Use, including the license to use BrightHR (or any of the Services) to any other person or organisation.

You shall not:

1. introduce any viruses or harmful technology to BrightHR;

2. try to gain unauthorised access to BrightHR or any underlying technology;

3. try to affect the availability of BrightHR to other registered users (sometimes called 'a denial-of-service attack');

4. except as expressly permitted herein, give anyone else any right (of any kind) to use or benefit from BrightHR in any way, or provide BrightHR to others. The User can provide delegated access to Peninsula group companies, or as they deem as necessary from July 17, 2023. The User is responsible, without limitation, for the actions of the authorised users and will use all endeavours to ensure those with authorised access comply with the terms and conditions. The User will indemnify Peninsula against any and all claims, or loss, arising from access by a Delegated User, with the exception of when it’s delegated to a Peninsula Group employee;

5. use BrightHR to develop its own similar or competing software or service (such as by using or copying all or any part of BrightHR's 'graphical user interface', 'operating logic' or 'database structure'); or

6. make any use of BrightHR which damages or is likely to damage Peninsula's business or reputation, the availability or integrity of BrightHR, or which causes or threatens to cause Peninsula to incur any legal, tax or regulatory liability.

You are responsible for controlling access to your own organization's BrightHR account. You shall not allow anyone else to use your sign-in information and you should also change your password(s) at regular intervals. You agree to notify Peninsula immediately of any unauthorized use, theft or misappropriation of your account, username, or password.

Peninsula shall not be liable for any loss that you incur as a result of someone else using your username or password, either with or without your knowledge.

From time to time Peninsula may temporarily suspend access to BrightHR for maintenance, repairs or other reasons. Peninsula will try to do this outside normal business hours and provide you with notice in advance but this might not always be possible.

Compliance with Law and Acceptable Use

You shall comply with all applicable laws in respect of your use of BrightHR. Without limiting the foregoing, you shall ensure that the content of any information that you (or your employees) input into BrightHR does not, and will not:

1. result in any injury, damage or harm to Peninsula or any third party (including, without limitation, defamation, breach of privacy or breach of confidentiality);

2. contain anything which is unlawful, obscene, indecent or immoral or which promotes or condones any illegal or unlawful activities; and

3. include any content (for example music or videos) for which it does not hold sufficient rights (such as copyright).

The User acknowledges that although Peninsula belongs to a group of companies whose core business is the offering of professional HR advice, BrightHR is not a substitute for seeking any employment law advice.

Additional Services

The User may purchase or subscribe to third party complimentary services that integrate or work with BrightHR ("Additional Services"). It is your responsibility to decide whether or not to access and use the Additional Services, and if you choose to do so, it must agree to the separate applicable terms and conditions presented to it by Peninsula, or the third party, for those Additional Services. If the User utilises Additional Services, the User may permit access, via delegation, to individuals for the purpose of lawful, legitimate use of the Services and software.

If there is a conflict between these Terms of Use and the terms and conditions applicable to the Additional Services terms, then these Terms of Use shall govern in respect of the use of or integration with BrightHR.

Peninsula is not responsible for the Additional Services, including, without limitation, any issues that may arise with the Additional Services or their integration with BrightHR and Peninsula will not be liable for any such issues.

Peninsula may withdraw access to any Additional Services made available via BrightHR at any time and without notifying you.

Free Trials

In some cases, you may be granted access to BrightHR (or its related Services) on a free-trial basis. In such cases, Peninsula will provide you with sign-in details and initial password(s) to enable you to use BrightHR for the free-trial period established by Peninsula for you once you have registered with Peninsula and have accepted these Terms of Use.

There is no obligation to subscribe and pay for BrightHR once the free-trial period comes to an end. At that point, if no subscription has been set up to purchase a license to BrightHR, then your access rights will cease.

Use of BrightHR

You are solely responsible for obtaining and maintaining your internet and network connections and any associated connectivity problems are your own responsibility.

Peninsula will take reasonable steps to make sure that BrightHR is free from viruses but we cannot guarantee this. Peninsula recommends that you operate your own virus-protection software as we cannot be held responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.

Peninsula cannot guarantee that BrightHR will be compatible with your web browser or computer set-up or that your access to BrightHR will be uninterrupted or error free (as this may, on occasion, be beyond our control).

Support of BrightHR

Peninsula aims to provide you with 24-hour support 7 days a week through the self-help tools available within BrightHR (although there may be times where Peninsula is unable to do so for reasons outside its control).

Peninsula will also provide support by email or telephone between the hours of 9:00 AM and 5:30 PM ET Monday to Friday. In the event that Peninsula is required to access your system to provide such support, you duly authorises such access.

Peninsula reserves the right to change how it provides support to you (and if any applicable charges will become payable) by posting a notification on BrightHR or emailing you with details of the changes. Peninsula will aim to give you as much advance notice as possible of these changes.

Peninsula will not at any time, however, provide you with technical support or other assistance for any hardware, third-party software or other equipment issue on which BrightHR has been installed.

Customer Data & Privacy

You retain ownership of any intellectual property rights that you hold in the information that you (or your employees) enter into BrightHR ("Customer Data"). However, use of BrightHR to access this information is dependent upon you complying with these Terms of Use, and ensuring that the applicable fees are and remain fully paid.

Although Peninsula uses reasonable and appropriate security measures to protect the Customer Data from loss or damage, you are advised to back up or keep copies of any Customer Data as Peninsula cannot guarantee that such information will not be lost, corrupted or damaged.

Peninsula shall only use the Customer Data in accordance with Peninsula's Privacy Policy https://www.peninsulagrouplimited.com/ca/privacy-policy/ and as may be reasonably required to:

1. enable, manage and administer your use of BrightHR;

2. perform the Services and/or fulfil Peninsula's contractual obligations hereunder;

3. liaise with regulators, banks, law enforcement agencies (including the police) when Peninsula determines that it is necessary to do so; and

4. deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of BrightHR.

Peninsula may disclose Customer Data to other companies in the Peninsula group of companies, its contractors, and other organisations including, without limitation:

1. organizations which Peninsula uses to help it send communications;
2. organizations Peninsula uses to help it provide BrightHR or the Services or otherwise perform its obligations hereunder; or
3. law enforcement agencies; or, as otherwise required by law.

You own your Customer Data and have sole responsibility for the legality, reliability, integrity, accuracy and quality of that data. You warrant and represent that:

1. you have and will comply with all applicable privacy legislation when processing personal information in BrightHR or the Services;
2. you are duly authorized to process personal information in BrightHR or the Services, having provided all notices and obtained all consents as required by all applicable privacy legislation.

Peninsula warrants and represents that during the duration of these Terms of Use it will:

1. comply with all privacy legislation applicable to Peninsula whilst your personal information is in its control;
2. (having regard to the state of technological development and the cost of implementing any measures) take appropriate technical and organisational measures to safeguard such information; and
3. take reasonable steps to ensure the reliability of its employees who have access to any personal information.

You acknowledge and agree that for the purposes of providing BrightHR under these Terms of Use, personal information may be transferred or processed within the United States, the United Kingdom, the European Economic Area, Australia and New Zealand.

Intellectual Property Rights

Although the User has the right to use BrightHR as described herein, the User, and any Delegated User, will not own any of the intellectual property rights in BrightHR. Peninsula (or its licensors) will continue to own the intellectual property rights in BrightHR, including any software Peninsula provides to replace all or part of BrightHR. The only rights you do and will have to BrightHR are as set out in these Terms of Use.

Peninsula (or its licensors) owns the rights to BrightHR and any related logos or images. By allowing you to use BrightHR, Peninsula does not give you ownership of any of those rights, logos or images.

You undertake not to use Peninsula or BrightHR's name or brand in any promotion or marketing or announcement without Peninsula's prior written consent.

Feedback

Feel free to email your comments, suggestions and feedback (collectively, "Feedback") to Peninsula at the e-mail addresses provided in BrightHR. However, the Internet is not a fully secure medium and any Feedback may be lost, intercepted or altered. With respect to any Feedback provided by you to us via e-mail, you agree that:

1. Peninsula has no obligation concerning such Feedback;
2. Feedback is non-confidential;
3. Peninsula may use, disclose, distribute or copy the Feedback and may use any ideas, concepts or know-how contained in the Feedback for any purpose; and
4. the Feedback is truthful and disclosure of the Feedback does not violate the legal rights of others.

Disclaimer

Whilst Peninsula aims to provide uninterrupted use of BrightHR, this cannot be guaranteed. Peninsula will not be responsible for any failure to perform its obligations under these Terms of Use, in the event that it is prevented from providing a continuous service due to circumstances beyond its control. Peninsula endeavours to provide an advance warning notification on BrightHR or by email of any known or planned interruptions and Peninsula will use its best endeavours to limit interruptions.

BrightHR and its related Services are provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Peninsula does not represent or warrant that BrightHR or its related Services will meet user requirements; that their use will be uninterrupted or error free; that you will obtain any particular outputs or benefits from BrightHR, or that Peninsula will be able to correct or remedy any or all problems, errors or defects within BrightHR. You cannot rely on any statement or representation made by any party prior to the registration of you as a User of BrightHR.

VaccTrak is an online tool designed to assist employers facilitate the safe return of their employees to the workplace. It records the vaccination status of employees based on the information they provide to their employer. It does not however warrant or validate whether an employee has been vaccinated, given that it is reliant upon the truthfulness of the employee when submitting evidence of their vaccination to their employer.

Bright Exchange is a platform available to customers in order to advertise their services, offer discounts or benefits to other BrightHR users. The content of an advert remains the responsibility of the User and must be compliant with any relevant legislation. BrightHR will not assess compliance or approve any advert that is not compliant with relevant legislation, is damaging to other BrightHR customers or could cause offence.

Limit of Liability

Peninsula's liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with these terms of use will be limited to an amount equal to the total of all fees paid or payable by you for its use of BrightHR in the one (1) month period in which the claim arose.

Peninsula will not be responsible or liable, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, and restitution or otherwise for any of the following (even if Peninsula knew or should have known there was a possibility you could suffer or incur such loss or damage), howsoever caused:

1. indirect, special, consequential, punitive or similar damages;
2. loss of profits;
3. loss of business or revenue;
4. depletion of goodwill or similar losses;
5. loss of use or loss of or damage to data/information inputted by you (or your employees) into or generated by BrightHR;
6. any interruption to your business;
7. damage to information, or
8. any loss or damage which Peninsula could not have reasonably foreseen at the time you entered into these terms of use.

Nothing in these Terms of Use will exclude or limit the liability of either you or Peninsula in respect of: (i) fraud; (ii) death of or personal injury to any person as a result of negligence; or (iii) any other matter which cannot be excluded or limited under applicable law.

Force Majeure

Neither party shall be liable for any default arising due to an act of God, war, terrorism any industrial action including strike and lockout, fire, flood, drought, tempest or other natural disaster, or any other event beyond either party's reasonable control.

Suspension

If, at any time, you are in breach of these Terms of Use (including, without limitation, if Peninsula does not receive payment from you for the use of BrightHR (including, without limitation, any of the Services it has subscribed to receive)), then without prejudice to any other right or remedy which Peninsula may have, Peninsula is entitled to suspend or limit your use (and any of your employees' self - service use) of BrightHR (including all Services).

Peninsula may, at its sole discretion, offer you a grace period during the defaulted payment period and has the right to suspend BrightHR (including all Services) at the end of this period if payment has not been received by us. BrightHR will notify you of any payment related default.

Any suspension of your use of BrightHR shall continue, at Peninsula's sole discretion, until such time that the breach in question has been remedied to Peninsula's reasonable satisfaction and/or Peninsula have received payment from you in full, or these Terms of Use are terminated in accordance with their terms.

Termination

If either you or Peninsula discover that there has been a breach of these Terms of Use by the other then it can:

1. require the party in breach, by notice in writing, to rectify the breach within thirty (30) days of the date of service of such notice; and
2. if the breach is not rectified within such period, terminate these Terms of Use by giving written notice that these Terms of Use will terminate forthwith.

If either party shall: (i) become insolvent or bankrupt; or (ii) have a receiving order or administration order made against it or compound with its creditors; or (iii) being a corporation, commence to be wound up; or (iv) carry on its business under an administrator or administrative receiver for the benefit of its creditors or any of them; then the other party shall have the right forthwith by notice in writing to that party or to the administrator, administrative receiver or to the liquidator or to any person in whom these Terms of Use shall have become vested, terminate these Terms of Use by giving written notice that these Terms of Use will terminate forthwith.

The exercise of either party of their rights under this Termination Clause shall not prejudice any of their rights or obligations accrued prior to termination, and the provisions referred to in this Termination Clause as continuing obligations shall apply.

No matter how these Terms of Use end, the information you store in BrightHR remains your information and you can access it in a format provided by BrightHR before the end of these Terms of Use. After these Terms of Use end, the information you may have stored in BrightHR will be retained for a period of six (6) years.

Governing Law

BrightHR is controlled, operated and administered by Peninsula from within the Province of Ontario, Canada. BrightHR can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of Ontario, by accessing BrightHR, you acknowledge and agree that all matters relating to access to or use of BrightHR shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein (without reference to conflicts of laws principles).

You also agree that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the Province of Ontario and acknowledge that you do so voluntarily.

Where permitted under the applicable law, we each agree that each of us will bring claims against the other only in our individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both of us agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

Severability

If any provision of these Terms of Use is held illegal or unenforceable such provision shall be severed and shall be inoperative, and, provided that the fundamental terms and conditions of these Terms of Use remain legal and enforceable, the remainder of these Terms of Use shall remain operative and binding on the Parties.

Miscellaneous

If you or Peninsula fails to, or delays in, exercising any rights under these Terms of Use, that will not mean that those rights cannot be exercised in the future.

These Terms of Use, and the documents incorporated by reference herein, constitute the entire agreement between you and Peninsula for use of BrightHR, and replaces all documents, information and other communications (whether spoken or written) between them for such use.

These Terms of Use are personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without Peninsula's prior written consent.

Peninsula may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) these Terms of Use at any time without your consent.

No person who is not a party to these Terms of Use has no right to enforce any term of it.

Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.