Effective HR - HR on DEMAND SERVICE
STANDARD TERMS AND CONDITIONS FOR HR SERVICES AND SYSTEMS
1. Definitions
a. 'Key Terms Table' means the services listed on the Key Terms Table in the Contract for Services, or if there is no Key Terms Table in the clients version of the Terms and Conditions document, it means either the initial work listed in the Term and Conditions document, or the initial work agreed to by the Client.
'b. Agreed HR Services' means the HR Services agreed to be provided by the Consultant to the Client under a proposal, quotation, service agreement, retainer, statement of work, onboarding document, email confirmation, or other written communication between the parties.
c. 'Agreed HR Systems' means any software, platform, technology solution, database, workflow, template, process, automation, document management system, human resources information system (HRIS), payroll-related interface, or other digital or operational system used, implemented, configured, supported, or recommended by the Consultant in connection with the Services.
d. 'Additional Services' means any services requested by the Client that are outside the scope of the initial Services, proposal, statement of work, quotation, retainer, or agreed engagement, including any further HR Services, HR Systems services, advisory, consulting, project work, support, training, investigations, documentation, implementation, or other assistance provided by the Consultant at the Client’s request. Additional Services may be requested verbally, by email, electronically, or in writing, and will be subject to these Terms and Conditions unless otherwise agreed in writing.
e. 'Main Contact' means the person nominated by the Client as the primary representative authorised to provide instructions, approvals, information, and feedback on behalf of the Client in relation to the Services and any Additional Services.
f. 'Agreed Payment Method' means the payment method determined by the Company or otherwise agreed between the parties for payment of amounts payable under these Terms and Conditions, including direct debit and invoice payment arrangements.
g. 'Fees' means the fees, rates, charges, retainers, hourly rates, fixed fees, disbursements, and other amounts payable by the Client for the Services and any Additional Services, as determined by the Consultant and amended from time to time in accordance with these Terms and Conditions.
h. 'Fee for Agreed HR Services' means the Fees payable for the Services set out in the applicable proposal, quotation, service agreement, retainer, or other agreed scope of work.
i. 'Fee for Additional Services' means the Fees payable for Additional Services at the Consultant’s applicable rates or as otherwise advised by the Consultant from time to time.
j. 'Licence Fee for Agreed HR Systems' means the Fees payable for the provision, access, licensing, support, maintenance, or use of HR Systems supplied or arranged by the Consultant, at the rates determined by the Consultant from time to time.
2. Agreed Services
a. Effective HR agrees to provide the Client with the Agreed HR Services and/or Agreed HR Systems indicated in the Key Terms Table. In addition, as agreed between the parties in accordance with these terms and conditions, where the Client wishes to engage Effective HR to perform any other services (Additional Services), these Additional Services will be provided on a fee-for-service basis.
b. Where the Key Terms Table describes Agreed HR Services, or Effective HR performs Additional Services in accordance with these terms and conditions, Effective HR will provide access to a suitably qualified Consultant to complete the agreed services.
c. Where the Key Terms Table describes Agreed HR Systems, the Client is entitled to access the Agreed HR Systems noted in the Key Terms Table subject to these terms and conditions. The Client will be charged the License Fee for Agreed HR Systems noted in the Key Terms Table, per user, per calendar month.
3. Delivery of Agreed HR Services and Agreed HR Systems
a. In order for Effective HR to provide accurate and complete advice, and comprehensive and appropriate support through any system implementation or usage, the Client agrees that it will disclose all relevant information to Effective HR, and provide complete and truthful answers to any question asked by Effective HR.
b. While Effective HR will use its best endeavours to ensure:
i. the Agreed HR Services and any Additional Services are delivered to the Client within the timeframes reasonably agreed by the parties, and/or
ii. the Agreed HR Systems remain accessible to the Client throughout the license period, where the delivery of the Agreed HR Services, Agreed HR Systems, and/or Additional Services is interrupted for a reason outside of Effective HR’s control, the Client agrees to indemnify and release Effective HR from any claim for damages arising in contract and/or tort as a result of the service interruption. This includes (but is not limited to) service interruptions that result from weather conditions, power failure, telecommunications failure, cyber attacks, data breaches, denial of service attacks, widespread internet outages, third-party system failures, acts of war, terrorism, riots, civil disorders, epidemics, pandemics, government restrictions or orders, strikes or labour disputes, supply chain disruptions, or any other cause beyond Effective HR's reasonable control.
c. In entering the Contract, the Client acknowledges that the Agreed HR Systems are supplied by third party providers and therefore access to these is reliant upon third parties. In the event Effective HR can no longer provide the Client with access to the Agreed HR Systems, Effective HR will notify the Client.
4. Authorised Users of Agreed HR Services
a. The Client representative listed in the Key Terms Table of the Contract will be considered the Client’s Main Contact for the Agreed HR Services.
b. At any time during the term of the Contract, a Director or Company Secretary of the Client may notify Effective HR of a new Main Contact.
c. The Main Contact, as notified from time to time, is responsible for notifying Effective HR of any other users who are authorised to access the Agreed HR Services or Additional Services on behalf of the Client (Authorised Users), as well as notifying Effective HR if authority to access the Agreed HR Services or Additional Services is to be revoked for any Authorised User.
d. Only the Main Contact, and other Authorised Users as notified from time to time, are entitled to access the Agreed HR Services and Additional Services on behalf of the Client. The Client is solely responsible for ensuring that any nominated Main Contact and Authorised Users are permitted to access the Agreed HR Services and Additional Services on behalf of the Client.
e. The Client agrees that Effective HR is not liable for any improper or unauthorised use of the Agreed HR Services or Additional Services, or any advice or documentation provided by Effective HR, by a Main Contact or Authorised User.
f. All communications regarding changes to the Main Contact and Authorised Users must be in writing. Effective HR will take reasonable steps to action any changes to the Main Contact and Authorised Users within 1 business day.
5. Additional services outside the scope of the Contract
a. By agreement, Additional Services will be provided by Effective HR on a fee-for-service basis.
b. Unless otherwise agreed, any Additional Services provided will be billed at the hourly rate specified in the Fee for Additional Services section of the Key Terms Table, calculated in 15 minute increments.
c. Where the performance of the Additional Services results in Effective HR incurring any additional costs (including in respect to travel time and/or expenses, or costs associated with the use of third party providers), these will be payable by the Client in addition to the Fee for Additional Services.
6. Confidentiality
a. Confidential Information includes all information related to:
b. those people who are (or have previously been) employed or otherwise engaged by the Client, including their personal details (such as their name and address) and employment details (such as their job title and remuneration)
c. any customer, client or supplier of the Client, and
d. the Client’s affairs, including business information, financial data (including payroll), client data, sales and supply data and marketing strategies.
e. In delivering the Agreed HR Services, Agreed HR Systems and/or any Additional Services, Effective HR and its employees and agents will have access to confidential information disclosed by the Client.
f. Except as required by law, Effective HR, its employees, and its agents, will not use Confidential Information disclosed to it for any purpose other than the provision of the Agreed HR Services, Agreed HR Systems, and/or any Additional Services for which the Client engages Effective HR to perform.
g. This obligation will survive the termination of the Contract.
7. Intellectual Property/Copyright
a. Throughout the term of the Contract, Effective HR may provide documentation to the Client (including but not limited to tailored employment contracts, human resources policies, letters and other correspondence, other human resources tools and forms, training materials, systems guides, and written advice).
b. In return for paying the Fee, the Client is entitled to utilise any documentation provided by Effective HR throughout its business on an ongoing basis.
c. The Client acknowledges that any documentation provided remains the property of Effective HR and agrees that any documentation provided by Effective HR will not be distributed to any other entity or sold without Effective HR’s prior written consent.
d. This obligation will survive the termination of the Contract.
8. Payment of the Fee
a. Invoices are issued in the first 10 days of each month and reflect all amounts owing in relation to:
i. Agreed HR Services
ii. Agreed HR Systems, and
iii. any Additional Services
that are worked upon, delivered, or provided in the prior month, unless a specific individual arrangement has been agreed to.
b. Where the Client pays via direct debit:
i. the Client is required to provide bank details to Effective HR’s third-party payment provider GoCardless Ltd
ii. the Client agrees that the Amount Due for Agreed HR Services, and/or Agreed HR Systems that is reflected in the monthly invoice may be debited from its nominated account by GoCardless on the Due Date reflected on the invoice or the next business day.
iii. the Client agrees that in the event a direct debit instalment is unsuccessful, Effective HR and/or GoCardless Ltd may attempt to re-debit the amount
iv. in the event that any amount owing to Effective HR is not fully paid to Effective HR via the GoCardless Direct Debit system, the Client acknowledges they will remain liable for the remaining amount owing and will need to repay the remaining amount owing to Effective HR, plus any applicable interest, via direct bank transfer within 2 business days
v. the Client is responsible for notifying GoCardless Ltd and Effective HR of any changes to the nominated account, and ensuring sufficient funds are available to cover the amount listed in each invoice, and
vi. in the event a direct debit instalment is unsuccessful, the Client may be charged a fee by GoCardless Ltd.
c. Where the Client pays via direct bank transfer, the Amount Due that is reflected in the monthly invoice must be received by Effective HR by the Due Date reflected on the invoice.
d. Regardless of the payment method, in the event an Amount Due is not received by Effective HR by the Due Date, Effective HR reserves the right to:
i. discontinue provision of any Agreed HR Services and Additional Services or disable access to any Agreed HR Systems until such time as the missed payment has been received, and/or
ii. remove users and associated data from any Agreed HR Systems, and/or
iii. apply interest on overdue amounts at the rate of 10% per month, calculated daily.
9. Fee Adjustments
a. The Fee for Agreed HR Services and any Additional Services are calculated with reference to the information provided by the Client at the time of entering the Contract or agreeing to the Additional Services.
b. If:
i. any information provided by the Client in relation to the Agreed Services or Additional Services is inaccurate, incomplete, or misleading
ii. additional information becomes available which materially impacts the Agreed Services or Additional Services
iii. the Client provides information in a format that is not consistent with the original agreement, or
iv. the scope, complexity, timing, or nature of the Agreed HR Services or Additional Services changes from what was originally agreed,
Effective HR reserves the right to reasonably adjust the fees and charges to reflect the additional work, time, resources, or costs incurred. Effective HR will notify the Client of any fee adjustment as soon as reasonably practicable.
c. Effective HR may review and adjust the Fee for Additional Services and the License Fee for Agreed HR Systems from time to time.
10.Reliance on third party providers
a. Effective HR uses third-party providers to deliver aspects of its services, including but not limited to Agreed HR Systems. These systems operate independently of Effective HR and have their own terms and conditions which must be accepted by the Client and its employees prior to use.
b. While Effective HR takes reasonable care in selecting third-party providers, Effective HR does not warrant the performance, availability, or security of services provided by third parties.
c. Effective HR is not responsible for any interruptions, errors, data loss, or other issues that result from the performance or non-performance of these third-party providers. To the maximum extent permissible by law, Effective HR disclaims any liability for losses or damages arising directly or indirectly from the use of or reliance on third-party services. This includes, but is not limited to, downtime, service outages, or data breaches attributable to such providers.
11. Termination
a. In the event the Client no longer requires the Agreed HR Services, Agreed HR Systems and/or Additional Services, it must notify Effective HR in writing.
b. Effective HR reserves the right to terminate the Contract immediately upon written notice in the event the Client:
i. breaches payment terms or fails to pay any fees within 30 days of the due date
ii. acts in bad faith, or behaves unprofessionally towards a member of the Effective HR team
iii. becomes insolvent, enters into external administration, or has a receiver or liquidator appointed
iv. breaches any material term of the Contract or these terms and conditions and fails to remedy such breach within 14 days of receiving written notice
v. engages in conduct that, in Effective HR's reasonable opinion, damages or is likely to damage Effective HR's reputation or business relationships, or
vi. breaches confidentiality obligations or misuses Effective HR's intellectual property.
c. Upon termination for any reason, any amount that is owing to Effective HR in relation to the Agreed HR Services, Agreed HR Systems, and any Additional Services for work already completed by Effective HR prior to the termination of the Contract becomes immediately due and payable.
12. Indemnities
a. The Client acknowledges and agrees that all employment-related decisions made by the Client (including hiring, disciplinary action, termination, policy development, compliance with awards or enterprise agreements, and workplace investigations) are made at the Client’s sole discretion and risk.
b. The Client agrees to indemnify Effective HR, its officers, employees, contractors and agents from any and all claims, actions, proceedings, losses, liabilities, costs, and expenses (including legal costs on a solicitor-client basis) arising out of, or in connection with:
i. any action or omission by the Client in reliance on Effective HR's services, materials, or advice (whether oral or written)
ii. any failure by the Client to comply with applicable employment or workplace laws and regulations, and
iii. any alteration, misuse, or unauthorised distribution of documents provided by Effective HR.
c. This indemnity survives termination of the Contract and applies regardless of the cause of action or legal theory asserted, whether in contract, tort, statute or otherwise.
13. Assignment and Third Parties
a. The Client may not assign, transfer, novate, or otherwise dispose of its rights or obligations under the Contract or these terms and conditions without Effective HR's prior written consent, which may be withheld in Effective HR's absolute discretion.
b. Effective HR may assign the Contract to any related entity, subsidiary, or in connection with a sale of business or assets, provided the assignee assumes all of Effective HR's obligations under the Contract and these terms and conditions.
c. The Contract and these terms and conditions do not confer any rights on any person who is not a party to it, and no third party may enforce any provision of the Contract or these terms and conditions.
14. Governing Law and Jurisdiction
a. The Contract and these terms and conditions are governed by the laws of the State of Queensland. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Queensland.
15. Data protection and privacy
a. Each party must comply with all applicable privacy laws, including the Privacy Act 1988 (Cth) and any state or territory privacy legislation.
b. Effective HR may collect, use, store, and process Client data and employee personal information as necessary to provide the Agreed HR Services, Agreed HR Systems, and any Additional Services.
c. Effective HR may store data with reputable third-party cloud service providers located in Australia or other jurisdictions with adequate privacy protections.
d. Effective HR will implement reasonable administrative, technical, and physical safeguards to protect Client data from unauthorised access, use, or disclosure.
e. In the event of a suspected or actual data breach affecting Client data, Effective HR will notify the Client within 72 hours and cooperate in any required breach notifications to authorities or affected individuals.
f. Upon termination of the Contract, Effective HR may retain Client data for a period of 7 years for legal and regulatory compliance purposes, after which it will be securely destroyed.
16. Compliance and regulatory
a. Nothing in the Contract or these terms and conditions excludes, restricts, or modifies any consumer guarantee, warranty, or other right under the Competition and Consumer Act 2010 (Cth) or any other law where such exclusion, restriction, or modification would be unlawful.
b. The parties acknowledge their obligations under fair trading legislation in each Australian jurisdiction and agree to deal with each other fairly and in good faith.
c. Effective HR will provide services in accordance with applicable professional standards, codes of conduct, and industry best practices.
d. If changes in law or regulation affect the provision of services, the parties will cooperate to ensure ongoing compliance, and Effective HR may adjust service delivery methods or fees as reasonably necessary.
17. General provisions
a. The Contract, together with these terms and conditions, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, commitments, or agreements relating to the subject matter.
b. The Contract may only be amended by written agreement signed by both parties.
c. If any provision of the Contract or these terms and conditions is held to be invalid, illegal, or unenforceable, such provision shall be severed from the Contract or these terms and conditions and the remaining provisions shall continue in full force and effect.
d. No waiver of any breach of the Contract or these terms and conditions shall be deemed a waiver of any subsequent breach. Any waiver must be in writing and signed by the party granting the waiver.
e. The following provisions survive termination of the Contract: confidentiality, intellectual property, liability limitations, indemnities, governing law, and any accrued payment obligations.
f. The Contract may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
g. The Contract may be executed by electronic signature, which shall be deemed to have the same legal effect as a handwritten signature.