Effective HR - HR PARTNER SERVICE
STANDARD TERMS AND CONDITIONS FOR HR SERVICES AND SYSTEMS
1. Agreed HR Services
a. The Client is entitled to access any one or more of the below services that form part of the Agreed HR Services.
i. HR Documentation: Effective HR will prepare tailored employment contracts, human resources policies, and other human resources tools for use by the Client. In utilising HR Documentation provided by Effective HR, the Client remains ultimately responsible for ensuring the terms of HR Documentation issued to employees accurately reflect the instructions provided to Effective HR and the Client’s relationship with employees and others.
ii. HR Advice: Effective HR will provide the Client with HR support on an as-needed basis via its 1300 HR Advice line. Advice may be sought on a range of HR issues, specifically award/agreement coverage and interpretation, minimum rate of pay obligations, minimum terms and conditions of employment, employment relationships, disciplinary issues, performance management, redundancy and termination of employment. Advice will be provided via phone and email directly to the Client’s Main Contact and other Authorised Users, during the core hours of 7.00am to 7.00pm AEST/AEDT, Monday to Friday, excluding days observed as public holidays in New South Wales. Where appropriate, supporting documentation will be drafted and provided to the Client.
iii. Compliance Support: Effective HR will conduct an initial review of the Client’s compliance with key human resources obligations. Effective HR will communicate to the Client any compliance concerns identified as part of this review, along with a recommendation on how to address identified non-compliance. Once the initial process is complete, the Client will be offered HR Strategy meetings on a quarterly basis, held via video call, during which Effective HR will notify the Client of any significant changes to key human resources legislation in the previous quarter. To further support the Client’s compliance, where changes are required to template employment contracts and policies prepared by Effective HR throughout the Initial Term or any Subsequent Term, Effective HR will make the required updates and send these to the Client via the HRIS.
iv. On Demand Consulting: Effective HR will, upon request and subject to availability, provide the Client with access to a suitably qualified HR Consultant to provide HR support over and above the advisory support provided via the 1300 HR Advice line. Each credit specified in the Contract entitles the Client to one day of On Demand Consulting, with these credits able to be utilised in half or full day blocks. On Demand Consulting will typically be provided remotely, unless otherwise agreed, in which case travel time and expenses will be taken into consideration in determining how many credits will be utilised. A full list of available On Demand Consulting services, and the value of these in credits, can be provided by Effective HR upon request. Any On Demand Consulting credits that have not been utilised will be rolled over into a Subsequent Term but must be used within the first three months of that Subsequent Term, or they will be forfeited.
v. HR Representation: Effective HR will provide the Client with support in managing any unfair dismissal or general protections claim lodged in the Fair Work Commission (FWC) to which the Client is a named respondent. This will entail lodging a notice with the FWC that Effective HR will be acting on behalf of the Client, assisting the Client to complete the employer’s response to the claim, and (where permitted to do so by the FWC) representing the Client in any conciliation or conference held in relation to the claim. For any additional support, including where a claim proceeds beyond the conciliation/conference, the Client may engage Effective HR to provide Additional Services in accordance with the terms set out later in these terms and conditions.
2. Agreed HR Systems
a. The Client is entitled to access any one or more of the below services that form part of the Agreed HR Systems.
i. HRIS: Effective HR will provide the Client with access to a HRIS for its business and employees, and support the Client to onboard its business and employees on to this system. Where the number of system users exceeds the number of employees listed in the Contract, the Client will be charged for the additional users at the per user, per month rate specified in the Adjustments to the Fee section of these terms and conditions.
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ii. Payroll System: Effective HR will provide the Client with access to a Payroll System for its business and employees, and support the Client to onboard its business and employees on to this system. Where the number of system users exceeds the number of employees listed in the Contract, the Client will be charged for any additional users at the per user, per month rate specified in the Adjustments to the Fee section of these terms and conditions.
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3. Delivery of Agreed HR Services and Agreed HR Systems
a. Throughout the Initial Term, and any Subsequent Term/s, the Client will have access to the Agreed HR Services and Agreed HR Systems set out in the Contract.
b. 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.
c. While Effective HR will use its best endeavours to ensure the Agreed HR Services and Agreed HR Systems are available to the Client throughout the term in accordance with these terms and conditions, where the delivery of the Agreed HR Services and/or Agreed HR Systems 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.
d. 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 HR System/s, Effective HR will notify the Client and reduce its Fee by an amount equivalent to the per user, per month rate specified in the Adjustments to the Fee section of these terms to reflect the reduced service offering.
4. Authorised Users of Agreed HR Services
a. The Client representative who enters the Contract on behalf of the Client 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 on behalf of the Client (Authorised Users), as well as notifying Effective HR if authority to access the Agreed HR 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 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 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 any advice or documentation provided by Effective HR, by a Main Contact or Authorised User.
d. 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. HR Services outside the scope of the Contract
a. Only the Agreed HR Services and Agreed HR Systems are covered by the Contract. Any HR Services or HR Systems not selected will not be provided to the Client.
b. 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.
c. Prior to performing any Additional Services, Effective HR will provide the Client with an estimate of the anticipated cost of providing the Additional Services (including any travel time and expenses, if face to face support is required). The Client is required to accept the proposal for Additional Services before work will commence.
d. An invoice will be raised for any Additional Services provided on a monthly basis, with payment for the Additional Services to be deducted via debit direct from the Client’s usual payment method 14 days after the invoice is issued.
6. Confidentiality
a. Confidential Information includes all information related to:
i. 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)
ii. any customer, client or supplier of the Client, and
iii. the Client’s affairs, including business information, financial data (including payroll), client data, sales and supply data and marketing strategies.
b. During the Initial Term, and any Subsequent Term/s, Effective HR and its employees and agents will have access to confidential information disclosed by the Client for the purpose of utilising the Agreed HR Services and Agreed HR Systems.
c. 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 and Agreed HR Systems, and any Additional Services for which the Client engages Effective HR to perform.
d. This obligation will survive the termination of the Contract.
7. Intellectual Property/Copyright
a. Throughout the term of the Contract, Effective HR will provide HR Documentation to the Client.
b. In return for paying the Fee, the Client is entitled to utilise any HR Documentation provided by Effective HR throughout its business on an ongoing basis.
c. In entering the Contract, the Client acknowledges that any HR Documentation provided remains the property of Effective HR and agrees that any HR 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. In entering the Contract and providing bank details to Effective HR’s third-party payment provider GoCardless Ltd, the Client agrees that the following amounts may be debited from its nominated account by GoCardless:
i. the Fee for Agreed HR Services and Agreed HR Systems outlined in the Contract, plus GST, and
ii. any fees relating to additional users of the Agreed HR Systems as outlined in these terms and conditions, plus GST, and
iii. any fees relating to Additional Services, plus GST.
b. Where the Client elects to pay the Fee for Agreed HR Services and Agreed HR Systems upfront, payment of the fee will be debited on (or as soon as possible after) the date specified in the Key Terms of the Contract.
c. Where the Client elects to pay the Fee for Agreed HR Services and Agreed HR Systems monthly, the first instalment will be debited on (or as soon as possible after) the date specified in the Key Terms of the Contract, with subsequent instalments debited on the same date of each remaining month in the Term. Where the usual direct debit date falls on a weekend, public holiday or other non-working day, the payment will be deducted on (or as soon as possible after) the following business day.
d. The Client is responsible for notifying GoCardless Ltd of any changes to the nominated account, and ensuring sufficient funds are available to cover any direct debit instalments.
e. In the event a direct debit instalment is unsuccessful, GoCardless Ltd may attempt to re-debit the amount. In the event repeated direct debit attempts are unsuccessful, Effective HR reserves the right to:
i. discontinue provision of the Agreed HR Services and Agreed HR Systems until such time as the missed payment has been received, and/or
ii. apply interest on overdue amounts at the rate of 10% per annum, calculated daily.
In the event a direct debit instalment is unsuccessful, the Client may be charged a fee by GoCardless Ltd.
9. Adjustments to the Fee
a. The Fee for Agreed HR Services and Agreed HR Systems outlined in the Contract has been calculated based on the employee headcount listed in the Key Terms of the Contract.
b. The Fee for the Agreed HR Services is fixed, and will not be increased during the Initial Term, except in the event the Client purchases or acquires another business or employing entity which results in an increase in headcount of greater than 10%, in which case Effective HR reserves the right to adjust the Fee to reflect the increased headcount.
c. The Fee for the Agreed HR Systems is directly linked to the employee headcount provided to Effective HR. In the event the number of users onboarded by the Client into the Agreed HR Systems exceeds the employee headcount specified in the Key Terms of the Contract, Effective HR will apply an additional monthly charge per additional user, of $10 per user, per month for HRIS users, and $9 per user, per month for Payroll System users.
d. Effective HR may adjust pricing up for the Agreed HR Services and Agreed HR Systems for any Subsequent Term/s by up to 2% per annum. Effective HR will give the Client at least 60 days’ notice (reasonable notice) in writing of any price adjustments. If the Client does not wish to enter a Subsequent Term, the Contract must be terminated in accordance with the requirements outlined elsewhere in these terms and conditions. Any increase to the Fee will take effect from the anniversary of the Commencement Date.
10. Reliance on third party providers
a. Effective HR uses third-party providers to deliver aspects of its services, including but not limited to HRIS and Payroll 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. Either party may notify the other of its intention to allow for the Contract to expire at the end of the Initial Term, or any Subsequent Term. Any such notification must be provided in writing to the other party at least 30 days prior to the End Date of the Initial Term, or any Subsequent Term.
b. In the event the Client wishes to terminate the Contract during the Initial Term, or any Subsequent Term, 30 days written notice must be provided. Cancellation prior to the expiry of the Initial Term, or any Subsequent Term, will result in an early termination fee equal to 50% of the fees that would have been payable had the Contract continued for the remainder of the term, which the parties agree represents a genuine pre-estimate of Effective HR's losses and administrative costs.
c. 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.
d. Upon termination for any reason, all unpaid fees become immediately due and payable, and each party must return or destroy confidential information of the other party in accordance with the confidentiality provisions of these terms and conditions.
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. This 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 and Agreed HR Systems.
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.
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17. General provisions
a. This 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. This 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.