1. Agreement
1.1 These terms and conditions create a contract between you and MyHR Australia Pty Ltd (ACN 620 586 003) (we, our, us) in relation to your use of our MyHR Payroll Platform (Platform).
1.2 By using or agreeing to access our Platform in any way, you agree to be bound by:
- these terms and conditions;
- our Privacy Policy (located at https://app.myhr.works/privacy);
- the MyHR Terms and Conditions (located at https://app.myhr.works/terms-and-conditions); and
- the End User Terms (located at https://www.keypay.com.au/terms-and-conditions),
each as may be amended or updated from time to time.
1.3 To the extent of any inconsistency between the terms set out in clause 1.2, the order of priority will be determined in accordance with the order of the documents set out in that clause in descending order with these terms and conditions having the highest priority.
1.4 Please do not proceed to use or access our Platform if you do not agree to comply with these terms and conditions.
2. Registration and Use
2.1 You may be required to register with us to access our Platform.
2.2 When you register with us, you must:
- ensure all information provided by you is accurate and current; and
- keep your registration details confidential and do not share them with any other person.
2.3 You will be responsible for any access to our Platform using your registration details, even if the access is by another person.
2.4 When you use or access our Platform, you must:
- ensure all information you submit or upload to us is true and correct and does not infringe the rights (including intellectual property rights) of any other person;
- not use our Platform for any unlawful purpose or do any act that we deem in our absolute discretion to be inappropriate;
- not do any act that would constitute a breach of either the privacy, proprietary or other rights of any other person;
- not introduce any computer code or routine that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised use, disclosure or destruction or corruption of data, including viruses, worms, spyware, adware, key loggers, Trojans or any types of programmed threats that may be harmful, or other elements of software used to prevent unauthorised access and use (Harmful Code);
- not use any robot, scraper or other means to access our Platform for any purpose;
- comply with any of our policies or procedures regarding use of Platform as notified to you by us from time to time;
- maintain and safeguard the privacy and security of all personal or Confidential Information that you obtain access to in relation to our Platform;
- be responsible for, and bear all costs of, installing and maintaining your own systems and equipment necessary to access and use our Platform;
- not access information or perform services relating to any other person in connection with our Platform; and
- not use our Platform to send or post any unsolicited messages or any offensive, inflammatory, defamatory, sexually explicit, threatening, abusive, hateful, racist, obscene, fraudulent, deceptive or otherwise unlawful information.
3. Payment
3.1 You must pay us the fee relevant to your subscription and otherwise as agreed in relation to your use of our Platform.
3.2 We may increase any or all of our fees at any time. We will endeavor to give you at least eight (8) weeks' notice of any increase to our fees. If the increase is not acceptable to you, you may terminate your agreement with us under clause 10 below.
3.3 You must pay the applicable fee via credit card or such other payment method as we may agree with you from time to time. Where payment is by credit card or direct debit, you authorise us to arrange the withdrawal of funds immediately and each month without further reference to you.
3.4 All fees will be charged monthly with payment due in full (without set-off or deduction) by the seventh day of the month. The payable amount is based on the greater of any minimum contractual amounts and actual billable employees each month. SMS charges of $0.15 per SMS apply.
3.5 Billable employee usage consists of employees that have had one of the following actions during the calendar month: included in a finalised pay run (even if that pay run is subsequently unlocked); has had an approved leave request; has had an approved expense request; has had a published roster shift; has had an approved timesheet.
3.6 Automated super-processing is charged monthly at $0.15 per employee per pay run.
3.7 If you fail to pay any amount in full by the due date, the overdue amount will bear default interest until the date on which payment of the overdue amount is made in full. Default interest will accrue and be calculated daily at 12% per annum and will be compounded monthly.
3.8 You must reimburse us (on a full indemnity basis) for all costs incurred by us (including legal and/or collection agency costs) in recovering and/or attempting to recover from you any overdue amounts.
3.9 All payments are non-refundable (including upon any suspension or termination under clause 10), unless otherwise agreed at our sole discretion or required by applicable law.
3.10 If you use or ‘repurpose’ our Platform for employees or contractors above the limit of your subscription, we may charge you an amount equivalent to the highest current, per-employee monthly fee, as a 12-month lump sum (irrespective of the time frame you have been accessing your subscription) and an additional consultancy charge of AUD$1,200 to cover any investigation and/or remedial costs.
3.11 The parties agree that all amounts payable under these terms and conditions are expressed on a GST-exclusive basis. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply is the amount specified for that Taxable Supply plus GST. The parties must provide each other with all documentation required to claim any Input Tax Credit, set off, rebate, or refund for or in relation to any GST included in any payment made.
The terms “GST” and “Taxable Supply” have the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related tax imposition Acts of the Commonwealth of Australia and include subordinate legislation in respect of those Acts.
4. Our Platform
4.1 You agree that you use and access our Platform and the Content at your own risk and it is your responsibility to evaluate the accuracy, completeness or usefulness of the information and materials on our Platform.
4.2 We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of our Platform or a linked website on our Platform. You must take your own precautions to ensure that whatever you select for your use from our Platform is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operation of your computer systems.
4.3 We may, from time to time and without notice, change or add to our Platform (including these terms and conditions) or the information, products or services described in it. By continuing to use our Platform, you will be deemed to accept the updated terms and conditions and agree to be bound by them.
5. Security
5.1 You are responsible for:
- any activities that occur that occur under or in connection with your subscription;
- maintaining the confidentiality of any non-public authentication credentials associated with your use of our Platform; and
- promptly notifying us about any possible misuse of your account or authentication credentials.
5.2 You acknowledge that the internet is an unsecured public network where there is a risk that your use of, and interactions with, our Platform may be viewed, intercepted, or modified by third parties and that our Platform and any information on our Platform may contain Harmful Code.
5.3 To the extent permitted by law, we do not guarantee that there will not be, or accept any liability for, any Harmful Code on our Platform a breach of security by a third party, or any interference with or damage to your computer system, software or data occurring in connection with or relating to our Platform.
6. Linked Sites
6.1 Our Platform may contain links to websites operated by third parties. Unless expressly stated otherwise, we do not endorse and are not responsible for the content on those linked websites and have no control over or rights in those linked websites.
6.2 Any links to websites operated by third parties are not intended as referrals or endorsements but are merely provided for convenience and information purposes.
6.3 You agree we are not liable for any loss or damage howsoever arising that may be suffered or incurred by you by accessing, visiting, or using such websites operated by third parties.
7. Third Party Rights
7.1 Our Platform may contain content provided by third parties (Third Party Content). The display of Third Party Content on our Platform does not suggest (whether express or implied) a recommendation by us of the third party or any products, services, websites, or content offered by them.
7.2 Your interaction with and use of any Third Party Content is at your own risk and you agree we have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party for any loss or damage howsoever arising.
7.3 We are not responsible for monitoring, approving, updating or reviewing any Third Party Content.
7.4 We do not guarantee, endorse, approve, or adopt the accuracy or completeness of any Third Party Content and we do not warrant or represent that your use of our Platform will not infringe the rights of third parties.
8. Intellectual Property Rights
8.1 Unless otherwise indicated, we own or license from third parties all rights, titles, and interest (including copyright, designs, patents, trademarks, and other intellectual property rights) in our Platform and in all of the material (including all text, graphics, logos, video, audio, information, data, design and software) made available on our Platform (Content).
8.2 Your use of our Platform, and the use of and access to any Content, does not grant or transfer any rights, title or interest to you (proprietary or otherwise) in relation to our Platform or the Content.
8.3 We grant you a license to access our Platform and view the Content for your personal, non-commercial use, on these terms and conditions only.
8.4 The Content on our Platform may not be copied, distributed, or transmitted in any manner without our prior written consent. Any reproduction or redistribution of our Platform or the Content is strictly prohibited and may result in civil and criminal penalties. You must not copy the Content to any other server, location or support for publication, reproduction, or distribution.
8.5 You may download, print, and store copies of the Content on our Platform for your own personal, non-commercial use, provided that the Content is not altered or modified in any way, and no copyright or trademark notices are deleted or changed. All other use, copying or reproduction of our Platform, the Content or any part of it is strictly prohibited, including without limitation any re-engineering, creating derivative works from, reverse engineering, disassembling or decompiling any part of our Platform.
8.6 You agree not to use any of our name, trade name, service marks, trademarks, trade dress or logo (Branding) in publicity releases, advertising, promotional materials, direct mail, seminars, on your web Platform, or in other communications without our express prior written consent. All uses of Branding will be to the benefit of the owner of such logos, trademarks, trade names and/or other branding devices.
9. Confidentiality
9.1 You must:
- maintain any information that is confidential or proprietary in nature or is designated as such which you can access via our Platform (including without limitation the Content, software, source code, technology, tools, processes, functional specifications, and technical materials on which our Platform is based) (Confidential Information) in strict confidence at all times; and
- not disclose, use, transmit, inform, or make available to any person any Confidential Information except as necessary to perform your obligations or exercise your rights under these terms and conditions.
9.2 Clause 9.1 does not apply to any information which you can demonstrate:
- is or becomes known to the public through no breach of these terms and conditions;
- was previously known to you as evidenced by your written records, without any obligation to hold it in confidence;
- is independently developed by you without use of or reliance on the Confidential Information; or
- is expressly authorised in writing by us for release, but only to the extent of such written authorisation.
10. Suspension or Termination
10.1 We may suspend the provision of and/or access to all or any of our Platform, any feature of our Platform, or any Content at any time if:
- any amount payable by you under these terms and conditions becomes overdue for payment; or
- we believe (acting reasonably) you have breached these terms and conditions.
10.2 We will lift any such suspension upon receipt of payment of all amounts (including default interest) owing to us or otherwise if we become satisfied that you have not breached these terms and conditions or otherwise upon you having:
- remedied the breach to our reasonable satisfaction;
- paid to us any reasonable loss incurred by us in connection with the breach (including investigating the breach); and
- taken such steps as we may reasonably require in order to prevent a recurrence of the breach.
10.3 You may terminate your subscription at any time by giving us 60 days prior written notice.
10.4 You may terminate your subscription with immediate effect by giving us notice if we commit a material breach of agreement and fail to remedy the breach within 30 days of you first giving us notice of the breach.
10.5 We may terminate your subscription at any time by giving you 30 days prior notice.
10.6 We may also terminate your subscription with immediate effect by giving you notice if you become insolvent or otherwise unable to pay your debts as they become due, or if you commit any breach of these terms and conditions and fail to remedy the breach within 30 days of us first giving you notice of the breach.
10.7 Upon termination of your subscription:
- Your rights to access and use our Platform shall cease.
- You must pay us all outstanding fees, together with any other amounts payable under these terms and conditions (including, if applicable, default interest). Unless we agree otherwise, you will not be entitled to a refund of any part of the fee which has been paid in advance.
- Subject to you having complied with subclause 10.7(b), we will allow you to complete a transfer of all your Customer Data to your own systems. However, you are responsible for ensuring that you have all of the Customer Data you require and for backing-up that Customer Date.
- We will, as soon as reasonably practicable securely delete all of the Customer Data from our servers and back-ups.
- The termination will be without prejudice to either your or our rights and remedies in respect of any breach of these terms and conditions by the other, where the breach occurred before the termination.
10.8 Customer Data means your data, information, agreements, documentation, and content which you, any employee or person acting on your behalf, or any applicable third party uploads, inputs into or sends to our system, the Platform, or otherwise provides to us.
11. Disclaimer
11.1 For the avoidance of doubt, MyHR is not providing a bureau service but is providing access to a payroll solution that you will use and manage. Access to the MyHR Payroll Platform is provided on an “as is” and “as available” basis and you assume full responsibility for the selection and use of our Platform to achieve your intended purposes, for the proper installation and use of our Platform and for verifying results from the use of our Platform. To the maximum extent permitted by law, we make no warranties or representations about our Platform or the Content, and we expressly disclaim all such warranties or representations (whether express or implied), including (but not limited to) any warranties or representations that:
- Our platform, the Content, or any linked third-party website will be current, complete, accurate, reliable or up-to-date;
- The content or other information provided on our Platform will be suitable for your needs or fit for any particular purpose; and
- access to our Platform will be secure, uninterrupted, error-free or free from any viruses.
12. Liability and Indemnity
12.1 We will not be liable to you under or in connection with these terms and conditions or the Platform (whether in contract (including under an indemnity), tort or otherwise) for any:
- special, indirect, consequential or punitive losses which you or any of your Related Bodies Corporate (as that term is defined in the Corporations Act 2001 (Cth)) may suffer or incur;
- loss of your or your Related Bodies Corporate data (including Customer Data) or inability to access such data;
- loss of revenues or profits;
- losses which you or any of your Related Bodies Corporate may incur to any third party; or
- losses which you or any of your Related Bodies Corporate may suffer or incur, to the extent to which these arise due to any of your or your Related Bodies Corporate acts, omissions or instructions, or any incorrect or incomplete information provided by you or your Related Bodies Corporate.
12.2 If, and to the extent that, we are unable to perform any of our obligations under these terms and conditions as a result of an event or circumstances beyond our reasonable control, any requirement to perform those obligations will be suspended. We will not be liable to you (whether in contract (including under an indemnity), tort, or otherwise) in respect of any failure to perform those obligations.
12.3 In the event of any claim against us under or in connection with these terms and conditions (whether in contract (including under an indemnity), tort, or otherwise), our liability to you and your Related Bodies Corporate in respect of that claim is limited to the fees actually paid by you in the month during which the claim arose.
12.4 You agree to indemnify us, our employees, officers, directors, and agents, and our Related Bodies Corporate and their employees, officers, directors, and agents (those Indemnified) against any damage or loss suffered or incurred by those Indemnified and arising out of or in connection with any:
- breach by you of these terms and conditions;
- fraudulent, illegal or dishonest conduct by you or any person you have permitted to use our Platform;
- failure by you to comply with any applicable laws;
- any personal injury or death of any person caused or contributed to by you;
- loss or damage to property of any person caused or contributed to by you; and
- any breach of confidentiality obligations or infringement of intellectual property rights caused or contributed to by you.
13. General
13.1 These terms and conditions and your use of our Platform are governed by the law of New South Wales, Australia and you agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
13.2 We may seek urgent injunctive relief in order to protect the Confidential Information or prevent misuse of our intellectual property or other proprietary rights.
13.3 A failure by us to exercise a right or remedy under these terms and conditions does not amount to a waiver of those rights and remedies and any such waiver must be expressly set out in writing.
13.4 If any provision of these terms and conditions is held to be illegal, invalid or otherwise unenforceable, the remainder of these terms and conditions will not be affected and these terms and conditions will be read as if the part had been deleted in the relevant jurisdiction only.
13.5 You may not assign any of your rights or obligations without our prior written consent, which may be withheld in our absolute discretion.
13.6 These terms and conditions constitute the entire agreement between the parties relating to the subject matter set out herein and supersede all prior discussions and communications.
13.7 Clauses 3.1, 3.2, 3.3, 4, 7.4, 7.5, 7.6, 8, 10, 11 and 12 survive termination or expiry of these terms and conditions.
These terms were last modified on 08/11/2023