TERMS AND CONDITIONS 1. ACCEPTANCE 1.1 Parties: The completed sign-up form on our Website and the Terms together form this Membership Agreement between Hillen HR Pty Ltd(trading as My HR Partner Australia(ABN 30 644 527 015)), its successors and assignees (referred to as “we” and “us”) and you, the person, organisation or entity described in the sign-up form (referred to as “you”). 1.2 You accept our Terms by: (a) completing the sign-up form on our Website and accepting the Terms online; (b) confirming in writing, including by email, that you accept the Terms; (c) paying any Fees for the Offerings; or (d) otherwise accepting the benefit of the Offerings. 1.3 The term of this Membership Agreement commences on acceptance and is ongoing until terminated in accordance with clause 8 of these Terms. 1.4 This Membership Agreement includes the Offerings set out on our Website, or as otherwise communicated to you when you enter this Membership Agreement (as amended from time to time without notice to you). 1.5 Provide Information: As part of signing up for, and your continued use of, this Membership Agreement, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, profile information, payment detail and other information as determined by us from time to time. You warrant that any information you give to us in the course of completing the Membership Agreement registration process is accurate, honest, correct and up to date. 2. OFFERINGS 2.1 To the extent permitted by law, the Offerings are non-refundable. 2.2 Pre-booked calls: If you need to reschedule a pre-booked call, you must provide us with at least 4 hours’ notice. Failure to do so may result in that pre-booked call being forfeited. Any pre-booked calls that are not attended or not used within the term will be forfeited. 2.3 We may provide the Offerings to you using our employees, contractors and third party providers, and they are included in these Terms. 2.4 Third parties who are not our employees or our direct contractors will be your responsibility. We are not responsible for the products or services provided by those third parties. 3. ADDITIONAL OFFERINGS 3.1 In addition to the Offerings, additional offerings may be made available via our Website (Additional Offerings). 3.2 Additional Offerings are not included in the Fees and will incur an additional fee (Additional Fee). 3.3 You can purchase any Additional Offerings for an Additional Fee via our Website. 3.4 To the extent permitted by law, we do not offer any refunds of any kind once you have purchased the Additional Offerings. 4. PRICE, INVOICING AND PAYMENT 4.1 You agree to pay the Fees for the Offerings set out on our Website. All amounts include Australian GST (where applicable) unless stated otherwise. 4.2 Payment may be made by way of credit card or other payment methods as set out on our Website when purchasing our Offerings. 4.3 The Fees will continue to renew indefinitely on the basis selected by you on the sign-up form on our Website (whether monthly, quarterly or annually), and you must pay the Fees in respect of each billing cycle, unless terminated in accordance with clause. 4.4 Where applicable, you agree to pay any invoices by the payment date set out on the invoice. If you do not pay by the payment date, we may cease to provide the Offerings to you until we receive payment. 4.5 We may charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date. 4.6 If invoices are unpaid after the payment date, we have the right to engage debt collection services for the collection of unpaid and undisputed debts, and the right to commence legal proceedings for any outstanding amounts owed to us at your expense. 4.7 We reserve the right to report bad debts to independent credit data agencies. 4.8 Online payment partner: We may use third-party payment providers (Payment Providers) to collect payment of the Fees. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your Fees. 4.9 Our pricing structure, payment methods and these Terms may be amended from time to time. The pricing changes will apply to you for offerings provided to you after the date of the change and in any event no earlier than the date that the amended or new terms are provided to you, or if you enter into a new agreement, whichever is earlier. After a pricing change, you have the choice to continue using the Offerings, or stop using the Offerings without penalty. 5. YOUR OBLIGATIONS AND WARRANTIES 5.1 You warrant that: (a) there are no legal restrictions preventing you from agreeing to these Terms; (b) you will cooperate with us, and provide us with information that is reasonably necessary to enable us to provide the Offerings as requested from time to time, in a timely manner; (c) the information you provide to us is true, correct and complete; (d) you will not infringe any third party rights in working with us and receiving the Offerings; (e) you will inform us if you have reasonable concerns relating to our provision of Offerings under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns; (f) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Offerings to be provided, at your cost, and for providing us with the necessary consents, licences and permissions; (g) you will use the Offerings for personal use only and will not share the Offerings to any third party that is not Party to this Membership Agreement; (h) you agree and acknowledge that as part of the Offerings you may be provided with templates and that these templates have not been legally drafted and tailored for you and that you should seek independent legal advice in this regard; (i) you agree and acknowledge that the information contained in any fact sheets are provided as general information only and should not be relied on as a substitute for professional legal advice; and (j) you will not employ, canvass, solicit, entice, induce or attempt to employ our employees or contractors. 6. OUR INTELLECTUAL PROPERTY 6.1 We own the Intellectual Property rights in: (a) our pre-existing Intellectual Property, including but not limited to copyright which subsists in all creative and literary works incorporated into our pre-existing Intellectual Property; and (b) intellectual Property that we create during the course of the Offerings, including but not limited to copyright which subsists in all creative and literary works in all Intellectual Property that we create during the course of the Offerings; unless we assign or transfer this to you. This Intellectual Property is protected by Australian and international laws. 6.2 Nothing in these Terms constitutes an assignment or transfer of our Intellectual Property rights, or a right to use our Intellectual Property, whether registered or unregistered, except as stated in these Terms or with our written permission. 6.3 You must not breach our Intellectual Property rights by, including but not limited to: (a) altering or modifying our Intellectual Property; (b) creating derivative works from the Intellectual Property; or (c) using our Intellectual Property for commercial purposes such as on-sale to third parties. 6.4 This clause will survive the termination of these Terms. 7. YOUR INTELLECTUAL PROPERTY AND MORAL RIGHTS 7.1 You agree to provide information including any Intellectual Property to us to enable us to provide the Offerings. You: (a) warrant that you have all necessary rights to provide the Intellectual Property to us; (b) grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable licence to use the Intellectual Property in any way we require to provide the Offerings to you; and (c) consent to any act or omission which would otherwise constitute an infringement of your Moral Rights. 7.2 If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide to us, you: (a) irrevocably consent to any amendment of the Intellectual Property for the purposes of us providing Offerings to you and to our using or applying the Intellectual Property for the purposes of providing Offerings to you without any attribution of authorship; (b) agree that your consent extends to acts and omissions of any of our licensees and successors in title; and (c) agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statements. 7.3 This clause will survive the termination of these Terms. 8. CONFIDENTIAL INFORMATION 8.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than where necessary, to third party suppliers, or as required by law); to use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; and only to use your Confidential Information for the purpose for which it was disclosed by you, and not for any other purpose. 8.2 You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information for the purpose for which it was disclosed or provided by us to you, to provide better quality services to you and not for any other purpose. 8.3 These obligations do not apply to Confidential Information that: (a) is authorised to be disclosed; (b) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; (c) is received from a third party, except where there has been a breach of confidence; or (d) must be disclosed by law or by a regulatory authority including under subpoena. 8.4 This clause will survive the termination of these Terms. 9. FEEDBACK AND DISPUTE RESOLUTION 9.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Offerings, please contact us. 9.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure: (a) The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them at an initial meeting. (b) If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to an arbitrator. If the Parties cannot agree on who the arbitrator should be, the complainant will ask the Law Society of Queensland to appoint an arbitrator. The arbitrator will decide the time and place for arbitration. The Parties must attend the arbitration in good faith, to seek to resolve the dispute. 9.3 Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity. 10. CANCELLATION AND TERMINATION 10.1 The minimum term this Membership Agreement is twelve (12) months. Any cancellation prior to this will incur fees for the duration of the minimum Term, unless otherwise agreed between Parties. 10.2 Following completion of the Minimum Term, if you would like to terminate the Membership Agreement for any reason, you must provide us with 30 days’ notice in writing (including by email). In the event that you provide written notice of termination, our Membership Agreement and any Fees payable will end in the then current billing cycle, and you will be charged for the remainder of the then current billing cycle. Such notice will not affect charges submitted before we could reasonably act on such notice. 10.3 We have the right to terminate these Terms without cause at any time, in writing (including by email). 10.4 Either party may terminate the Terms, if there has been a material breach of these Terms. 10.5 On termination of these Terms, you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and/or Intellectual Property. 10.6 On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and/or Intellectual Property. 10.7 On completion of the Offerings, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms. 10.8 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms. 11. INSOLVENCY 11.1 If either Party: (a) being a person, becomes bankrupt or makes an assignment of its estate for the benefit of its creditors; (b) being a company, becomes insolvent, has a liquidator, provisional liquidator, administrator or receiver appointed or takes or has taken or instituted against it any action which may result in the liquidation of the company or if it enters into any Subcontract with its creditors, the other Party may, without issuing a notice to show cause, terminate the Agreement by written notice. 12. CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS 12.1 Service Standard: We will provide the Offerings with due care and skill, the Offerings will be fit for the purpose that we advertise, and we will supply the Offerings within a reasonable time. 12.2 ACL: Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Offerings by us to you which cannot be excluded, restricted or modified (Statutory Rights). 12.3 Statutory Rights: Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for the Offerings is governed solely by the ACL and these Terms. 12.4 Warranties: Except for your Statutory Rights, we exclude all express and implied warranties representations and guarantees and all material and work is provided to you without warranties, representations and guarantees of any kind. 12.5 Delay: Where the provision of Offerings depends on your information or response, we have no liability for a failure to perform the Offerings, where it is affected by your delay in response or supply of incomplete or incorrect information. 12.6 Referrals: We may provide you with contact details of third party specialists. This is not a recommendation by us for you to seek their advice or to use their services. We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or their failure to advise or provide services. 12.7 Availability: To the extent permitted by law, we exclude liability for: (a) the Offerings being unavailable; and (b) any Claims for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, arising out of or in connection with your inability to access or use the Offerings or the late supply of Offerings, even if we were expressly advised of the likelihood of such loss or damage. 12.8 Disclaimers: To the extent permitted by law we disclaim all responsibility and liability for: (a) products or services you purchase from a third party; (b) any inaccuracy or misleading information provided during the Offerings and any reliance by you on any such information; (c) any affect on your current circumstances as a result of purchasing the Offerings; (d) any improvement in your company’s financial and commercial position or your personal or financial position; (e) any loss or corruption of data; (f) any generation of or loss of profit, revenue or goodwill; (g) any loss incurred by you as a result of any act, omission, deceit, neglect, mistake or default of any third party; (h) any loss incurred by you as a result of your reliance on any information or any other general advice that may be provided as part of the Offerings; (i) any assurance or warranty regarding any particular performance or rate of return; and (j) any indirect, special or consequential loss arising from any breach of these Terms. 12.9 Limitation: To the extent permitted by law, our total liability arising out of or in connection with the Offerings, however arising, including under contract, tort including negligence, in equity, under statute or otherwise, is limited to us re-supplying the Offerings to you, or, at our option, us refunding to you the amount you have paid us for the Offerings to which your claim relates. Our total liability to you for all damages in connection with the Offerings will not exceed the price paid by you under these Terms and pursuant to the then current Fees set out on our Website for the 12 month period prior to the act which gave rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made. 12.10 This clause will survive the termination of these Terms. 13. INDEMNITY 13.1 You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from: (a) any information provided by you that is not accurate, up to date or complete or is misleading or a misrepresentation; (b) your breach of these Terms; (c) any misuse of the Offerings by you, your employees, contractors or agents; and (d) your breach of any law or third party rights. 13.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Offerings including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us. 13.3 This clause will survive the termination of these Terms. 14. GENERAL 14.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines. 14.2 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer. 14.3 GST: If and when applicable, GST payable on the Fee for the Offerings will be set out on our invoices. You agree to pay the GST amount at the same time as you pay the Fee. 14.4 Relationship of Parties: These Terms are not intended to create a relationship between the Parties of partnership, joint venture, or employer-employee. 14.5 Assignment: These Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld). 14.6 Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable. 14.7 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control. 14.8 Jurisdiction & Applicable Law: These terms are governed by the laws of Queensland and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland. 14.9 Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between the Parties and supersede any prior agreement, understanding or arrangement between the Parties, whether oral or in writing. 15. DEFINITIONS 15.1 Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Queensland, Australia. 15.2 Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute, whether indirect, incidental, special, consequential and/or incidental, and whether involving a third party or a Party to the Terms or otherwise. 15.3 Confidential Information includes confidential information about you, your credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as "confidential". 15.4 Expenses (if any) are set out on our Website. 15.5 Fees are set out on our Website. 15.6 GST means GST as defined in the A New Tax System (Goods and Offerings Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations. 15.7 Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, and any Confidential Information. 15.8 Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth). 15.9 Party and Parties means a party or parties to these Terms. 15.10 Offerings are set out on our Website. 15.11 Terms means these terms and conditions.