Terms and Conditions

1. Acceptance and Commencement

1.1 You accept this Agreement by signing the Order Form (including electronically), clicking an acceptance button, or by accessing or using the Platform.

1.2 This Agreement will commence on the Commencement Date and will continue until terminated in accordance with its terms (Term).

1.3 If there is any inconsistency between the Order Form and these terms and conditions, the Order Form will prevail to the extent of the inconsistency.

1.4 By entering into this Agreement, you represent and warrant that you have the authority to bind the organisation on whose behalf you are entering into this Agreement.

2. Services and Platform

2.1 In consideration of your payment of the Fees, we will provide the Services as set out in the Order Form, which may include:

• access to and use of our workforce management Platform;
• rostering and scheduling functionality;
• time and attendance management;
• recruitment and applicant tracking;
• task and checklist management;
• employee records management;
• integrations with Third Party Platforms (including POS systems, accounting software, and payroll providers);
• reporting and analytics; and
• any other modules or features specified in the Order Form.

2.2 We will use reasonable commercial efforts to make the Platform available 24 hours a day, 7 days a week, except for scheduled maintenance, of which we will endeavour to provide reasonable notice.

2.3 You acknowledge that the Platform is provided as a multi-tenant software-as-a-service solution and that you share infrastructure with other customers, although your Customer Data remains logically separated and secure.

3. Platform Licence

3.1 Subject to the payment of any applicable Fees and your compliance with this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Term for your internal business purposes (Licence).

3.2 The Licence permits you to access and use the Platform in accordance with the subscription tier, number of Active Employees, number of Locations, and any usage limits specified in your Order Form.

3.3 You must not permit any third party to use the Platform except as expressly permitted in this Agreement.

3.4 You must take all reasonable steps to protect the Platform from misuse, unauthorised access, and security breaches.

3.5 You must not (and must ensure your Authorised Users do not):

• copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Platform;
• use the Platform to transmit any material that is defamatory, offensive, abusive, unlawful, or infringes any person's rights;
• interfere with or disrupt the integrity or performance of the Platform or third-party data contained therein;
• introduce any virus, worm, trojan horse, or other harmful code into the Platform;
• attempt to gain unauthorised access to the Platform or its related systems or networks;
• use the Platform in any way that violates any applicable Laws, including employment laws, privacy laws, and anti-discrimination laws;
• share login credentials or allow others to use your Account without authorisation; or
• use the Platform to send unsolicited communications to Employee Users or Job Applicants.

4. Accounts and Authorised Users

4.1 We will create an Account for you, which will allow you to set up Authorised User accounts with different permission levels (including Administrator, Manager, and Employee roles) and access the Services.

4.2 You must ensure that all information provided to us for your Account is complete, accurate, and current.

4.3 You are the Account owner and are responsible for all activity on your Account, including activity by Authorised Users. You must ensure that all users comply with this Agreement.

4.4 It is your responsibility to maintain the confidentiality of your Account credentials and to implement appropriate access controls.

4.5 You acknowledge that Employee Users may access the Platform to view their rosters, submit availability, clock in/out, complete tasks, and perform other functions as configured by you. You are responsible for informing Employee Users of their obligations when using the Platform.

4.6 If you wish to transfer Account ownership, you must provide us with a written request including the incoming party's written consent to assume full responsibility for the Account.

5. Implementation and Onboarding

5.1 Implementation Services will be as set out in the Order Form and may include:

• initial platform configuration and setup;
• data migration from existing systems;
• award interpretation and pay rule configuration;
• integration setup with Third Party Platforms;
• training for Administrators and key users; and
• go-live support.

5.2 You must cooperate with us during implementation, including by providing timely access to necessary information, data, systems, and personnel.

5.3 You acknowledge that it is your responsibility to review and verify the accuracy of any configured award interpretations, pay rules, penalty rates, and allowances. We do not warrant that our configurations will be compliant with all applicable employment laws in all circumstances.

5.4 Upon completion of implementation, you must sign off on the configuration. Subsequent configuration changes may be subject to additional fees.

6. Updates and Modifications

6.1 We may, from time to time, update, modify, or enhance the Platform to improve functionality, security, or performance, or to comply with legal requirements.

6.2 We may make changes to the Platform at any time without your consent, provided those changes do not materially and adversely affect the core functionality of the Services you have subscribed to.

6.3 For changes that would materially and adversely affect the core functionality of your subscribed Services, we will provide you with at least 90 days' notice. Upon receiving such notice, you may terminate this Agreement in accordance with clause 24.2(b)(2).

6.4 We may release new features or modules as part of the Platform. Access to new features may be included in your existing subscription or may require an additional fee, as specified by us.

7. Third Party Integrations

7.1 The Platform may integrate with Third Party Platforms, including:

• point-of-sale (POS) systems (e.g., Square, Lightspeed, Abacus);
• accounting software (e.g., Xero, MYOB, QuickBooks);
• payroll providers;
• payment service providers; and
• other workforce management or HR systems.

7.2 To the extent you choose to use Third Party Platform integrations, you are responsible for:

• procuring and maintaining your own subscriptions and licences for those Third Party Platforms;
• ensuring you comply with the terms and conditions of those Third Party Platforms;
• providing accurate API credentials and connection information; and
• authorising any data sharing between the Platform and Third Party Platforms.

7.3 We do not warrant or guarantee the availability, accuracy, or performance of any Third Party Platform integration.

7.4 If a Third Party Platform provider ceases to make their services available or changes their terms such that integration is no longer feasible, we may discontinue that integration without liability.

8. Support Services

8.1 Support Services will be provided as set out in the Order Form and may include email support, live chat, telephone support, and access to our online help centre and documentation.

8.2 Standard Support Services are available Monday to Friday, 8:00 AM to 6:00 PM (Australian Eastern Time), excluding public holidays.

8.3 When requesting support, you must provide all relevant information about the issue, including steps to reproduce the issue, screenshots, and any troubleshooting already attempted.

8.4 Support Services do not include:

• issues caused by Third Party Platforms or your own systems;
• issues caused by your failure to follow our documentation or instructions;
• issues caused by inaccurate or incomplete Customer Data;
• training or advisory services beyond basic platform usage;
• custom development or bespoke features; or
• general advice on employment law, award interpretation, or HR practices.

9. Employment Law Compliance

9.1 You acknowledge and agree that you are solely responsible for ensuring compliance with all applicable employment laws, regulations, and industrial instruments, including but not limited to:

• the Fair Work Act 2009 (Cth) and the National Employment Standards;
• applicable Modern Awards and enterprise agreements;
• state and territory employment legislation;
• superannuation guarantee requirements;
• work health and safety legislation;
• anti-discrimination and equal opportunity laws; and
• record-keeping and payslip requirements.

9.3 You are responsible for:

• correctly selecting and configuring the applicable Modern Awards and pay conditions for your employees;
• verifying that pay rate calculations, penalty rates, overtime, and allowances generated by the Platform are correct for your specific circumstances;
• ensuring rosters comply with applicable minimum rest periods, maximum hours, and other working time requirements;
• maintaining accurate employee classification records; and
• seeking independent legal or professional advice where required.

9.4 We make no warranty that the Platform will ensure compliance with all applicable employment laws in all circumstances.

10. Privacy and Data Protection

10.1 You acknowledge that the Platform will process Personal Information relating to your employees, job applicants, and other individuals. You are the data controller for this Personal Information, and we act as your data processor.

10.2 You must, and must ensure that your Authorised Users, comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any other applicable privacy laws.

10.3 You represent and warrant that:

• you have obtained all necessary consents and provided all required notices to individuals whose Personal Information is processed through the Platform;
• the collection and processing of Personal Information through the Platform is lawful and does not infringe any person's rights;
• you will only input Personal Information into the Platform that is necessary for the purposes for which you use the Platform; and
• you have appropriate privacy policies in place and have made them available to affected individuals.

10.4 We will handle Personal Information in accordance with our Privacy Policy and applicable Laws.

10.5 Employee Users who have questions about how their Personal Information is handled should contact you as their employer in the first instance.

11. Data Breach Notification

11.1 To the extent the notifiable data breaches scheme under Part IIIC of the Privacy Act 1988 (Cth) applies, if we become aware of an eligible data breach affecting Customer Data, we will:

• notify you as soon as practicable after becoming aware of the breach;
• take reasonable steps to contain the breach and mitigate potential harm;
• cooperate with you in investigating the breach; and
• assist you in meeting any notification obligations you may have.

11.2 You must notify us immediately if you become aware of any actual or suspected data breach involving the Platform or your Account credentials.

11.3 You are responsible for making any required notifications to the Office of the Australian Information Commissioner and affected individuals, unless otherwise agreed in writing.

12. Customer Data

12.1 You retain ownership of all Customer Data. You grant us a limited licence to access, process, store, and transmit Customer Data solely for the purposes of providing the Services.

12.2 You represent and warrant that:

• you have all necessary rights to provide the Customer Data to us;
• the Customer Data is accurate, complete, and up-to-date;
• the Customer Data does not infringe any third party's intellectual property rights or other rights; and
• the use of the Customer Data as contemplated by this Agreement does not violate any applicable Laws.

12.3 You acknowledge that the quality and accuracy of outputs from the Platform depend on the accuracy and completeness of Customer Data you provide.

12.4 It is your responsibility to maintain backups of your Customer Data.

12.5 We may use anonymised and aggregated data derived from Customer Data for analytics, benchmarking, product improvement, and research purposes, provided such data does not identify you or any individuals.

13. Fees and Payment

13.1 You must pay the Fees as set out in the Order Form. Fees are based on your subscription tier, number of Active Employees, number of Locations, and any additional modules or services selected.

13.2 Unless otherwise specified in the Order Form:

• Fees are invoiced monthly in advance on the first day of each billing period;
• payment is due within 14 days of the invoice date;
• Fees may be paid by direct debit, credit card, or electronic funds transfer; and
• all Fees are quoted exclusive of GST unless otherwise stated.

13.3 If your usage exceeds the limits specified in your Order Form, we may invoice you for the excess usage at our then-current rates.

13.4 If any payment is not made by the due date, we may (at our discretion):

• charge interest at a rate equal to the Reserve Bank of Australia's cash rate plus 5% per annum;
• suspend access to the Platform until payment is received;
• engage debt collection services; and/or
• terminate this Agreement in accordance with clause 24.

13.5 Except as required by law or as expressly stated in this Agreement, all Fees are non-refundable.

14. Fee Changes

14.1 You may request changes to your subscription by providing written notice to us.

14.2 Upgrades will take effect immediately and will be invoiced on a pro-rata basis for the remainder of the current billing period.

14.3 Downgrades will take effect from the start of the next billing period. No refunds will be provided for downgrading during a billing period.

14.4 After the Initial Term, we may increase the Fees upon 60 days' written notice. If you do not accept the new Fees, you may terminate this Agreement in accordance with clause 24.1.

14.5 Fee increases during the Initial Term will only occur if there is a material change in the scope of Services.

15. GST

15.1 If GST is payable on any supply made under this Agreement, the recipient must pay an additional amount equal to the GST. That amount must be paid at the same time as the consideration for the supply.

15.2 If an adjustment event arises in respect of any supply made under this Agreement, the parties must make corresponding adjustments.

15.3 Terms used in this clause have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

16. Intellectual Property Rights

16.1 All Intellectual Property Rights in the Platform, Services, documentation, and any improvements or modifications thereto are and remain our property (or that of our licensors).

16.2 Nothing in this Agreement transfers any Intellectual Property Rights to you, except for the limited Licence granted under clause 3.

16.3 If you provide us with any ideas, suggestions, feedback, or recommendations regarding the Platform (Feedback), you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use the Feedback for any purpose without obligation to you.

16.4 This clause 16 survives termination or expiry of this Agreement.

17. Confidentiality

17.1 Each party must keep confidential all Confidential Information disclosed by the other party and must not disclose it to any third party without prior written consent.

17.2 The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who need to know the information and who are bound by confidentiality obligations.

17.3 The confidentiality obligations in this clause do not apply to information that:

• is or becomes publicly available through no fault of the Receiving Party;
• was already known to the Receiving Party at the time of disclosure;
• is independently developed by the Receiving Party; or
• must be disclosed by law or regulatory requirement.

17.4 This clause 17 survives termination or expiry of this Agreement for a period of 3 years.

18. Australian Consumer Law

18.1 Certain legislation, including the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth) (ACL), may provide you with rights, warranties, guarantees, and remedies that cannot be excluded, restricted, or modified (Statutory Rights).

18.2 Nothing in this Agreement excludes, restricts, or modifies your Statutory Rights.

18.3 Subject to your Statutory Rights, we exclude all express and implied warranties, representations, and guarantees not expressly stated in this Agreement.

18.4 If you are a consumer within the meaning of the ACL and the Services are not of a kind ordinarily acquired for personal, domestic, or household use, our liability for failure to comply with any consumer guarantee is limited to resupplying the Services or paying the cost of having them resupplied.

19. Limitations on Liability

19.1 To the maximum extent permitted by law:

• neither party will be liable for any Consequential Loss arising out of or in connection with this Agreement;
• our liability will be reduced proportionately to the extent any liability was caused or contributed to by your acts or omissions; and
• our aggregate liability under or in connection with this Agreement is limited to the total Fees paid by you in the 12-month period immediately preceding the event giving rise to the liability.

19.2 We are not liable for, and you release us from, any liability arising from:

• any failure by you to comply with applicable employment laws;
• incorrect award interpretation, pay calculations, or compliance configurations that you have approved or failed to verify;
• any underpayment, overpayment, or other employment dispute with your employees;
• inaccurate or incomplete Customer Data;
• issues with Third Party Platforms or integrations;
• your failure to implement appropriate security measures for your Account; or
• any Force Majeure Event.

19.3 This clause 19 survives termination or expiry of this Agreement.

20. Indemnity

20.1 You indemnify us and hold us harmless against all claims, losses, damages, costs, and expenses (including legal costs on a full indemnity basis) arising from or in connection with:

• your breach of this Agreement;
• your breach of any applicable Laws, including employment laws and privacy laws;
• any claim by an Employee User, Job Applicant, or other individual relating to their Personal Information or their employment relationship with you;
• any claim by a third party that the Customer Data infringes their rights; or
• any negligent, fraudulent, or unlawful act or omission by you or your Authorised Users.

20.2 This clause 20 survives termination or expiry of this Agreement.

21. Warranties

21.1 We warrant that:

• we will provide the Services with reasonable care and skill;
• we have the right to grant the Licence under this Agreement; and
• the Platform will perform substantially in accordance with our published documentation.

21.2 You warrant that:

• you have the legal capacity and authority to enter into this Agreement;
• all information provided to us is accurate and complete;
• you will comply with all applicable Laws in connection with your use of the Platform;
• you will cooperate with us as reasonably required to provide the Services; and
• you have not relied on any representations not expressly set out in this Agreement.

22. Insurance

22.1 We maintain professional indemnity insurance and public liability insurance appropriate to our business. Details of our insurance coverage are available on request.

23. Force Majeure

23.1 Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if and to the extent such delay or failure results from a Force Majeure Event.

23.2 The affected party must notify the other party as soon as practicable of the Force Majeure Event and take reasonable steps to mitigate its effects.

24. Termination

24.1 After the Initial Term, you may terminate this Agreement by giving 30 days' written notice to us.

24.2 This Agreement may be terminated immediately by written notice:

(a) by us, if:

1. you breach any material provision of this Agreement and fail to remedy the breach within 14 days of notice;
2. you fail to pay any Fees when due and fail to remedy within 14 days of notice;
3. an Insolvency Event occurs in relation to you; or
4. you use the Platform in a manner that poses a security risk or may harm other customers;

(b) by you, if:

1. we breach any material provision of this Agreement and fail to remedy the breach within 30 days of notice;
2. we make changes to the Platform under clause 6.3 that materially and adversely affect you; or
3. an Insolvency Event occurs in relation to us.

24.3 Upon termination or expiry of this Agreement:

• the Licence will immediately cease;
• we will cease providing the Services;
• you must pay all outstanding Fees and amounts due;
• we will provide you with a reasonable period (not less than 30 days) to export your Customer Data;
• following the export period, we may delete all Customer Data; and
• you must immediately return or destroy all our Confidential Information and Intellectual Property.

24.4 Termination does not affect any rights or liabilities that accrued before termination.

25. Dispute Resolution

25.1 A party must not commence court proceedings relating to any dispute arising from this Agreement (Dispute) without first following this clause 25.

25.2 A party claiming a Dispute must give written notice to the other party setting out the details of the Dispute. The parties must meet within 14 days to attempt to resolve the Dispute in good faith.

25.3 If the Dispute is not resolved within 28 days, either party may refer the Dispute to mediation. The parties will agree on a mediator or, failing agreement, request that the Resolution Institute appoint a mediator. The costs of mediation will be shared equally.

25.4 Nothing in this clause prevents a party from seeking urgent injunctive or equitable relief from a court.

26. General

26.1 Amendment: This Agreement may only be amended in writing signed by both parties.

26.2 Assignment: You must not assign or transfer your rights under this Agreement without our prior written consent. We may assign our rights and obligations to any successor or acquirer of our business.

26.3 Entire Agreement: This Agreement (including the Order Form) constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.

26.4 Governing Law: This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales.

26.5 Notices: Notices under this Agreement must be in writing and delivered by email or post to the addresses specified in the Order Form.

26.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable, it will be severed from this Agreement without affecting the validity of the remaining provisions.

26.7 Waiver: A failure to exercise or delay in exercising any right under this Agreement does not constitute a waiver of that right.

26.8 Relationship: Nothing in this Agreement creates a partnership, agency, or employment relationship between the parties.

27. Definitions

In this Agreement, unless the context otherwise requires: