Terms of Service
You agree that these Terms form the agreement under which we will supply Services to you. Please read these Terms carefully.
These Terms and Conditions (Terms) are between Positive HR Pty Ltd as trustee for B Positive Trust. (ABN: 28 575 621 451 ), its successors and assignees (referred to as “we”, “us” or “our”) and the Client described in the Proposal (referred to as “you” or “your”), and collectively the Parties.
You have requested the services set out under the relevant and selected HR Membership or ad-hoc (Services). You accept the fees, services and these Terms by:
- joining as a member online; or
- accepting an email or proposal for ad hoc services and
- paying fees as set out under the membership option, in the proposal or from your invoice.
Please contact us if you have any questions. Purchasing Services from us indicates that you have had sufficient opportunity to read these Terms and contact us if needed, that you have read, accepted and will comply with these Terms, and that you are 18 years or older, or have the consent of a legal guardian who is 18 years or older. You must not order services from us if you are under 18 years of age or do not have the consent of a legal guardian who is 18 years or older. If you do not agree to these Terms, you should not purchase from us.
- We agree to perform the Services with due care and
- We may provide the Services to you using our employees, contractors and third-party providers, and they are included in these Terms.
- Third parties who are not our employees or our direct contractors (Third Parties) will be your responsibility. We are not responsible for the services provided by Third Parties.
- For all Recruitment Support, we make no guarantees of finding a suitable applicant. Retained fees will still be due and payable for services even if we do not find a suitable candidate. We will screen candidates that apply, represent your brand and shortlist those that meet criteria and salary expectations. Advertising costs are excluded from your quote and will apply if paid advertising is the strategy.
- For all documents, we make no guarantee on time for delivery.
- Services continue through December / January and are not able to be placed on hold. All memberships continue with remote delivery.
- If you request amended or additional services, including but not limited to changes in scope or variations (Additional Services), we have discretion as to whether we perform this work and whether an adjustment to the Fee may be required in respect of the same. If we are unable to accommodate the Additional Services, we may request that we be paid for Services performed to date and terminate these Terms. To ensure there is no doubt, If we are unable to accommodate the Additional Services, and as a result you intend to terminate these Terms, then you must provide us with notice in writing.
- If we agree to perform the Additional Services, then we will inform you of any additional cost (Varied Fee). You need to approve the Additional Services and Varied Fee before we commence providing the Additional Services.
PRICE, INVOICING AND PAYMENT
- You agree by joining as a member to pay us any Start Up Fee and the Ongoing Fees for the Services that you have requested, as set out in the membership package selected, or as agreed to verbally or in writing.
- You agree to pay the full and complete amount as agreed.
- Payment of the Ongoing membership Fee will be direct debited from the card details entered at time of signing up as a member or by invoice.
- All amounts are stated in Australian dollars. All amounts include Australian GST, unless stated otherwise.
- Travel is charged on top of the membership fee for any business located outside 40km from Melbourne CBD. This will be at 0.72c per km.
- You agree to pay the Ongoing Fee within the payment terms
- You will notify us before the due date of direct debit, if you are unable to pay the amount owed. If you do not and your card is declined, additional processing fees may be charged and forwarded for your payment.
- Late payment fees apply of 2.4% per day and will be added to the invoice for each day the invoice is overdue
- If an Ongoing Fee remains unpaid after more than three (3) business days, we may cease to provide the Services to you until we receive payment of the Ongoing Fee. You will still be required to pay the agreed fee, even if services have ceased under this clause.
- If an Ongoing Fee remains unpaid for more than thirty (15) business days, we have the right to engage debt collection services for the collection of unpaid and undisputed debt, and the right to commence legal proceedings for any outstanding amounts owed to us.
- Our pricing structure, payment methods and these Terms may be amended from time to time at our discretion. The pricing changes will apply to you for Services provided to you after the date of the change. All other changes will apply from the date that the amended or new Terms are posted on our Site or are provided to you, whichever is earlier.
ACCESS TO INFORMATION
In order for us to provide you the Services, we require you to provide us access to your internal business records, including but not limited to:
- your payroll data;
- personal information on your employees, including personal contact details, date of birth, banking details and details of their place of residence;
- your internal policies and procedures;
- your internal information on employees including performance and leave records;
- logins and passwords in order to access any information; and
- any other information as required from time to time to enable us to provide the Services. (collectively the Records)
From time to time, and dependent upon what services are being provided to you, we may contact your employees directly and obtain information from them. You agree to use your reasonable endeavours to ensure your employees cooperate with these requests and acknowledge provision of the Services are dependent upon such cooperation.
YOUR OBLIGATIONS AND WARRANTIES
You warrant that you will not canvass, employ, induce or attempt to employ, induce, solicit or entice away from us, any employee or contractor that was employed by or contracted to us during the term that we provide Services to you or the prior twelve (12) month period.
You warrant that throughout the term of these Terms that:
- there are no legal restrictions preventing you from agreeing to these Terms;
- you will cooperate with us and provide us with information, including the Records, that are reasonably necessary to enable us to perform the Services as requested by us from time to time, and comply with these requests in a timely manner;
- the information, including the Records, you provide to us is true, correct and complete;
- you will not infringe any third party rights in working with us and receiving the Services including by providing us access to and use of the Records;
- you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that we and you will use all reasonable efforts to resolve your concerns;
- you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions. This includes any consents, licences and permissions from other parties necessary for us to access and use the Records;
- you consent to the use of your name and Intellectual Property in relation to the Services in a way which may identify you;
- if applicable, you hold a valid ABN which has been advised to us; and
- if applicable, you are registered for GST purposes.
OUR INTELLECTUAL PROPERTY
- The work and materials that we provide to you in carrying out the Services contains material which is owned by or licensed to us and is protected by Australian and international laws (Materials). We own the intellectual property rights in the Materials including but not limited to copyright which subsists in all creative and literary works incorporated into our
- You agree that, as between you and us, we own all Intellectual Property rights in our Materials, and that nothing in these Terms constitutes a transfer of any intellectual property rights in our Materials, except as stated in these Terms or with our written permission.
- Your use of our Materials does not grant you a licence, or act as a right to use any Intellectual Property in the Materials, whether registered or unregistered, except as stated in these Terms, with our written permission, or otherwise provided for within the Materials itself.
You must not breach our Intellectual Property rights by, including but not limited to:
- altering or modifying any of the Materials;
- creating derivative works from the Materials; or
- using our Materials for commercial purposes such as on-sale to third
You are responsible for proofing and approving all policies and procedures, master documents including contracts and employment agreements, strategy document and project plans drafted by us for your business. Upon approval from you, any subsequent errors in publishing are not our responsibility.
Editable files: Editable files may be supplied to you upon request and full payment by you at our discretion. These are provided only for the express purpose of the Services, are for business use only, and must not be disclosed, provided to, or used by any other party, except with our written consent. We have a right to refuse providing editable files.
Draft work: All work which we prepare or draft for you, but which does not proceed to be finalised by us for you, remains our Intellectual Property.
FEEDBACK AND DISPUTE RESOLUTION
- Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.
- If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
- 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 (Initial Meeting).
- If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of Victoria to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
- 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.
- Refund or exchange is processed by way of store credit to be used on a different HR Document(s) or HR Membership. Refunds will be less any transaction fees incurred.
- Store credit cannot be exchanged for cash.
- Discounted HR Documents are final and no return, refund or exchange will be applicable.
- Either Party may terminate these Terms:
- by mutual agreement, by relevant notice required under your membership (4 weeks notice for weekly payments or 8 weeks notice for monthly payments). Notice must only be given at the end of your cycle and in writing including by email; or
- if there has been a material breach of these Terms, subject to following the dispute resolution
- Either Party may terminate these Terms, if there has been a material breach of these Terms, subject to following the dispute resolution
- Either party may terminate these Terms immediately, at our sole discretion, if:
- Either party considers that a request for the Service is inappropriate, improper or unlawful;
- Client fails to provide the other with clear or timely instructions to enable them to provide the Services (including by failing to provide access to and use of Records);
- That the working relationship has broken down including a loss of confidence and trust, should this be the case any outstanding fees including those that would have been due and payable upon completion of the service will still be due and payable, even if the service is incomplete.
- If any fee remains unpaid for more than fifteen (15) business days
- On termination of these Terms you agree that any payments made by you are not refundable, and you are to pay outstanding Fee
- If you terminate these Terms you must pay for all Services provided prior to termination, including any Services which have been performed and have not yet been paid for.
- 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 Intellectual
- On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information, Intellectual Property, Records, any personal information on your employees, and/or documents containing or relating to your Confidential Information and Intellectual Property, Records, and personal information on your employees.
- On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements.
- For adjustments between membership tiers, we request the required notice under your membership terms (4 weeks for weekly payment, 8 weeks for monthly payment). We do not accept adjustments during December / January.
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.
- The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services in the period set out in the Proposal where it is affected by your delay in response, or supply of incomplete or incorrect information. We withhold the right for delays to occur for reasons out of our control and this will not be reason for negotiation on fees or termination of membership.
- 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:
- any information that is not accurate, up to date or complete or is misleading or a misrepresentation;
- any breach of these Terms including your Warranties; and
- any misuse of the Services from or by you, your employees, contractors or
- 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 Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
- The obligations under this clause will survive termination of these Terms.
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.
Waiver: If we fail to exercise a power, right or remedy under this Agreement, it does not operate as a waiver of that power, right or remedy. No waiver is effective unless it is in writing.