Wojo HQ License Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions:
“Wojo” Refers to Wojo HQ Pty Ltd and/or trading brand Wojo
Pay
“Charges” shall refer to the service fees payable to Wojo by
the client for the provision of the Services by Wojo under this Agreement,
exclusive of GST.
“Intellectual Property” shall encompass any documentation,
software, reports, data, or other intangible assets, including copyrights,
patents, trademarks, trade secrets, and any other tangible or intangible
property capable of being intellectual property, related to the services or
technology of either party.
“GST Act” shall denote the A New Tax System (Goods and
Services Tax) Act 1999 (as amended). The
term “GST” shall have the same meaning as defined in the GST Act.
“Client Registration Form” shall signify the form completed
by the Client, providing Client details and outlining the type and scope of
Services to be provided by Wojo to the Client.
“Services” shall refer to access through Licenses for Wojo
HQ and provision payroll services by
Wojo, based on the financial information, calculations, data, extracts,
reports, and any additional information requested by Wojo from time to time,
provided by the Client.
“System” Refers to the operating platforms of Wojo HQ &
Wojo Pay
“Bank” shall indicate the APRA registered financial
institution utilized by Wojo for funds transfers at any given time.
1.2 Interpretation:
In this agreement unless the context otherwise requires:
(a) words importing the singular include the plural and vice
versa;
(b) words importing a gender include any gender;
(c) other parts of speech and grammatical forms of a word or
phrase defined in this agreement have a corresponding meaning;
(d) reference to persons include corporations and bodies;
(e) a reference to a party includes that party’s successors,
legal personal representatives and permitted assigns;
(f) a reference to an act, statute, regulation,
proclamation, ordinance or by-law includes all acts, statutes, regulations,
proclamations, ordinances or by-laws varying, amending, consolidating, updating
or replacing it, and a reference to an act or statute includes all regulations, proclamations, ordinances
and by-laws issued under that statute;
(g) a reference to a document or agreement includes all
amendments or supplements to, or replacement or novation of, that document or
agreement;
h) a reference to a clause, party, schedule or annexure is a
reference to a clause of, and a party, schedule and annexure to this agreement
and a reference to this agreement includes
any schedules and annexures;
(i) a reference to $ is a reference to the currency of
Australia; and
(j) headings are for convenience only and do not affect the
interpretation of this agreement.
(k) “Wojo” refers to Wojo HQ Pty Ltd and/or Wojo Pay.
2.PROVISION OF SERVICES
2.1 Wojo shall provide the Services as specified in the Services Agreement or as requested in writing by the Client from time to time.
2.2 This Agreement shall have an initial fixed term of 12
months (“Initial Term”), unless terminated in accordance with clause 12. Upon
the expiration of the Initial Term and subject to clause 12, either party may terminate
this Agreement by providing the other party with a written notice of not less
than 3 months.
2.3 At the conclusion of the Initial Term, this Agreement
shall be automatically extended for an additional period of 12 months, unless
either party submits a written notice of at least 3 months prior to the expiry
of the Initial Term.
3.FEES
3.1 In consideration of Wojo supplying system access or
performing the Services, the Client shall be responsible for paying the fees as
per conditions as set out in this Agreement and the Client Registration Form.
3.2 The Fees shall not include any GST. The Client shall pay
GST in addition to and simultaneously with the Fees.
3.3 Wojo Pay (Payroll) Set Up and Implementation.
3.3.1 The Client acknowledges and agrees that the fees and
charges for all implementation services provided by Wojo relating to Wojo Pay
are not included in the Fees under any Agreement. Following the initial upfront
payment, these fees shall be separately invoiced to the Client and are required
to be paid within 7 days. This is a prerequisite for Wojo to commence the
provision of Services. It is required that any invoices for implementation
services are paid in full by the Client, without set-off, and within the terms
specified in Wojo’s implementation fee tax invoice. The Client understands and
accepts that all implementation fees paid to Wojo are strictly non-refundable,
regardless of the termination or non-renewal of this Agreement.
3.3.2 Wojo shall
invoice the Client an upfront payment prior to works commencing. All charges
will be based on 10 minute increments.
All works will be invoiced weekly. The Client agrees that a 7-day
payment term applies to the payment of the implementation fee. Wojo reserves
the right, at its sole discretion, to suspend or withdraw the provision of
services if any implementation charges remain unpaid beyond the specified payment
terms.
3.3.3 Ongoing Additional Services: Wojo shall invoice the
Client on a weekly basis for all Additional Services provided.
3.3.4 Unless otherwise stated in this Agreement, all Wojo
tax invoices must be paid by the Client via direct deposit within 7 days of
issue. If any Wojo tax invoices remain unpaid beyond their payment terms, Wojo
reserves the right, in addition to its right to withdraw or suspend the
provision of Services, to charge the Client an administration fee of fifty
dollars ($50) for each 7- day period or 2% monthly of the overdue amount
whichever is the greater or part thereof that any invoice remains overdue.
3.3.5 All Wojo invoices must be paid within 7 days as a
condition precedent for Wojo to continue providing Additional Services.
3.3.6 In the event of termination by Wojo, the Client
irrevocably and unconditionally agrees to indemnify and hold harmless Wojo from
all claims, losses, and costs arising from such termination including the
balance of the Fees due under the Agreement.
4. ERRORS
4.1 Should Wojo be responsible for any errors due to
negligence, errors, or omissions, we will promptly rectify the error at no
additional cost to the Client.
4.2 Should the Client require changes due to any errors due
to the negligence, errors, or omissions of the Client, Wojo will rectify the
error, subject to standard charges. The Client agrees to pay the charges under
the terms set out in the Agreement.
4.3 Wojo will complete any required changes in a timely
manner.
5. SERVICE DISRUPTION
5.1 Wojo will notify the Client 48hrs prior to any planned
system upgrades which will disrupt service and promptly upon becoming aware of
any unplanned outage of services.
6. PAYMENTS
6.1. The Client acknowledges and agrees that if they have
authorized or instructed Wojo to make payments to third parties through the
Bulk Electronic Clearing System (BECS), Wojo will process these automatic
payments through the Banking facility as agreed.
7. CLIENT INFORMATION
7.1. Wojo will treat all information relating to the Client,
including payroll structure, company details, contact details, and employee
details (such as rates, accounts, and other information), as confidential. Such
information will not be disclosed to any person except:
(a) Parties involved in the Bulk Electronic Clearing System
(BECS).
(b) The Australian Tax Office.
(c) Administrators of the Client’s employees’ superannuation
funds.
(d) Wojo’s or the
Client’s financial institution.
(e) Third parties in
compliance with a court order, tribunal decision, or any applicable legislation
or regulation, unless authorized in writing by the Client.
7.2 If Wojo becomes aware of a data breach involving
confidential information of the Client or its employees, we will immediately
notify the Client and take all necessary steps required by the Privacy Act 1988
and/or the Office of the Australian Information Commissioner (OAIC).
7.3 In the event that either the Client or Wojo terminates
this Agreement in accordance with clause 12, Wojo will provide the Client with
all records of the Client’s data, subject to payment of any outstanding amounts
owed by the Client to Wojo. The set cost for data in Wojo Pay will be equal to
1 months fees relating to employees being
processed through Wojo Pay or Wojo HQ, being whichever is greater.
7.4 It is agreed that the time allocated in Clause 12 will
be deemed sufficient to allow download of any data from Wojo HQ, the Client
wishes to retain.
7.5 All data transferred and stored by/to Wojo will be via
secure server.
8. PAYROLL PROCESSING Wojo Pay – Managed Payroll (If
applicable)
The Client shall and agrees to:
8.1 Provide Wojo with two recent payroll inputs and
transaction reports to facilitate the processing of two parallel payrolls prior
to live roll out.
8.2 Approve and upload Time Sheets from Wojo HQ to Wojo Pay
including all items related to Leave, Allowances, Reimbursements and advise of
other specific changes the Client requires Wojo assistance with.
8.3 Ensure that all information required by Wojo is received
as follows:
(a) For weekly and fortnightly pays, by 10:00 a.m AEST. 3
working days preceding the payment due date.
(b) For monthly pays, by 10:00 a.m AEST., 3 working days
before the payment due date.
If the Client fails to provide the required information as
stated in subparagraphs (a) and (b) of this clause, the Client agrees to pay a
25% surcharge in addition to the Charges for the regular pay run.
8.4 Perform all upload processes & payments concerning
Employee compensation including:
(a) Wages
(b) PAYG (Pay As You Go)
(c) STP Authorisation
(d) Superannuation
(e) Any other additional entitlements defined in the
companies Employment Agreement
8.5 In the event of changes to the Services, including
variations in the scope or additional steps requested by the Client during
implementation, Wojo will charge the Client according to the Services
Agreement. Wojo reserves the right to adjust the ‘go live’ date at its
discretion to accommodate such changes, without incurring any liability to the
Client.
8.6 Provide written verification and authorization or
amendment of employee payments to Wojo
within 2 hours of receiving a Verification Report via email.
8.7 Assume sole responsibility for reviewing, checking, and
verifying the completeness, accuracy, and suitability of all payroll data
provided to Wojo and the subsequent approval of the finalized pay run. In the
event of the Client’s failure to do so, the Client acknowledges that it will be
solely responsible for all associated costs, taxes, fines, and charges
(including additional Wojo charges). The Client agrees not to make any claims
or take legal action against Wojo arising from or related to its failure to
comply with this clause.
8.8 Enter all required & relevant details of new
employees to Wojo before processing their payroll to Wojo Pay.
8.9 Promptly notify Wojo in the event of a breach in the
security of the client’s email or network system.
8.10 Acknowledge that future legislative changes may impose
additional responsibilities on the Client. In such cases, the Client agrees to
undertake all necessary actions to comply with the legislative changes. The
Client remains solely responsible for ensuring the accuracy of the payroll and
verifying its details in such cases.
8.11 Ensure adherence to all relevant laws, including but
not limited to accounting, tax, industrial relations, payroll, employment, and
other applicable regulations concerning employee entitlements, or fulfillment
of any obligations owed by you to any personnel, whether under contract, award,
law, or any other applicable manner. The Client holds Wojo harmless and
indemnifies them from any responsibility related to these matters.
9. LIABILITY
9.1 Except as expressly stated otherwise in this Agreement
and to the maximum extent permitted by law, all terms, conditions, warranties,
undertakings, inducements, or representations, whether express, implied,
statutory, or otherwise, relating to the provision of the Services under this
Agreement, are excluded.
9.2 To the extent that the warranties implied under The
Competition and Consumer Act 2010 (“ACL”) and Fair Trading Acts (“FTA”) apply
to the Services, Wojo’s maximum liability to the Client for any loss resulting
from a breach of those warranties is limited as follows:
(a) 1 months’ services or $1,500 of services, whichever is
the lesser amount.
9.3 Neither Party shall be liable under any circumstances
for any consequential or indirect loss or damage, including loss of profits,
regardless of the cause.
9.4 The Systems are supplied on an “as is” basis, and they
may not be entirely free of errors or defects. Wojo shall bear no
responsibility for any liabilities arising from defects, errors, or system
outages.
9.5 Wojo disclaims all responsibility and liability for any
errors or omissions in any System generated Data and does not accept any such
responsibility or liability which may arise directly or indirectly from the
provision of the Data, as well as any connection or reliance on it. This
release extends to any liability arising from Wojo’s negligence, default, lack
of care, or any other cause.
9.6 The Client accepts the Data provided by Wojo “as is”,
and hereby release Wojo from all Claims and Liabilities without condition or
revocation. This release encompasses any Claims or Liabilities that may arise
for issues relating to Data, System or Services provide by any entity of Wojo
HQ.
10. INTELLECTUAL PROPERTY
10.1 The Client acknowledges that Wojo is and remains the
exclusive owner of all Intellectual Property relating to Wojo HQ and Wojo Pay.
10.2 The Client must not use the Intellectual Property for
any purpose other than stated in this Agreement without prior written consent
from Wojo.
11. TERMINATION OF AGREEMENT
11.1 Either Party may terminate this Agreement within the
Initial Term of 3 months by providing 1 months’ notice without providing a
reason.
11.2 Following the Initial Term the Client may terminate by
giving written notice a minimum of 3 months prior to the expiry of the
Agreement. The Client’s notice must be sent by the authorised signatory on the
Client’s Registration Form or any other authorized person acting on behalf of
the Client.
11.3 Either Party may immediately terminate this Agreement
by providing written notice to the other party under the following
circumstances:
(a) If any payment due from the client remains unpaid for a
period of 30 days;
(b) If the Client or Wojo violates any clause of this
Agreement, and the violation is not rectified within 14 days of receiving
written notice of the breach;
(c) If the Client or Wojo ceases to conduct its business;
(d) If the Client or Wojo substantially breaches this
Agreement, and the breach cannot be remedied;
(e) If any action is taken to appoint a receiver,
controller, liquidator, provisional administrator, or similar individual for
the entire or any part of the Client’s or Wojo’s assets, undertakings, or
business;
(f) If the Client or Wojo becomes insolvent or is unable to
pay its debts as they become due;
(g) If the Client stops using the Services for a period of
30 days.
11.4 If notice is given to either party according to clause
12.1 or 12.2, Wojo may, in addition to terminating the Agreement:
(a) Retain any payments received from the other party;
(b) Charge a reasonable amount for Services provided for
which no payment has previously been made;
(c) Demand immediate repayment of all outstanding credit;
(d) Be released from any further obligations under this
Agreement;
(e) Pursue additional or alternative legal remedies;
(f) Withhold the provision of further Services, including
any outstanding elements of the Service or return of data, until all
outstanding amounts owed by the Client are paid, either directly or on their
behalf.
11.5 If this Agreement is terminated in violation of clause 12.1 or 12.2, the Client must pay Wojo the Minimum Charge. The Parties acknowledge and agree that the Minimum Charge represents a genuine estimation of the loss that Wojo will incur due to the early termination of this Agreement. The Minimum Charge will be calculated an amount equal to three times the average monthly Charge for the period.
11.6 If the Client terminates this Agreement after the
Initial Term has expired but fails to provide the required notice period
mentioned in clause 9.1, the Client agrees to pay Wojo an amount calculated
based on the average monthly fees for the preceding or initial 3 months
(whichever is a greater sum), multiplied by the number of months remaining on
the relevant term.
12. DISPUTE RESOLUTION
12.1 The Parties will make their best efforts to resolve any
disputes arising under this Agreement (“Dispute”) in good faith and in
accordance with this clause before initiating any formal legal proceedings.
12.2 If the Dispute cannot be resolved within 15 Business
Days after one party has provided written notice of the Dispute to the other,
the Parties agree to submit the Dispute to mediation. In the absence of an
agreement on the choice of a mediator, the mediator will be appointed by
Queensland Mediation or their nominee. The mediation will be conducted
following the Australian Commercial Disputes Centre Guidelines for Commercial
Mediation. The Parties agree to abide by the mediator’s determination.
12.3 This clause 13 does not prevent a party from seeking
urgent equitable or interlocutory relief from a court.
13. NOTICES
13.1 Notices under this Agreement will be delivered by hand,
mail or email to addresses of the parties specified in or notified pursuant to
this Agreement.
13.2 Notice will be considered given as follows:
(a) For hand-delivered or registered mail notices, upon
written acknowledgment of receipt by an authorized officer, employee, agent, or
representative of the receiving party;
(b) For email notices, upon receiving a read receipt or
similar.
14. AMENDMENT
14.1 This Agreement may be amended from time to time
allowing for system updates and clarity authorised by a Director of Wojo HQ Pty
Ltd.
15. GENERAL
15.1 If you directly employ any of our personnel within 6
months of the last occasion that you used our Services, you will be responsible
for paying us a placement fee equal to 25% of the annual salary (including
superannuation) that we last paid to that person, plus GST.
15.2 If any provision of these terms and conditions is
determined to be invalid, void, illegal, or unenforceable, the validity,
existence, legality, and enforceability of the remaining provisions shall not
be affected, prejudiced, or impaired.
15.3 These terms and conditions, along with any contracts to
which they apply, shall be governed by the laws of Queensland and are subject
to the jurisdiction of the courts of Queensland.
15.4 Wojo may license or sub-contract all or any part of its
rights and obligations under this Contract.
15.6 Neither party shall be held liable for any default
arising from acts of God, war, terrorism, strike, lock-out, industrial action,
fire, flood, drought, storm, or any other event beyond the reasonable control
of either party.
15.7 The failure by one party to enforce any provision of
the Agreement shall not be deemed a waiver of that provision, nor shall it
affect that party’s right to subsequently enforce that provision.
15.8 This Agreement may be executed in one or multiple
counterparts, each of which shall be electronically available and collectively
constitute one Agreement.
16. BANKING SERVICES
16.1 By requesting Transaction Negotiation Authority (TNA)
or Transaction Activity Cap (TAC) services, the client agrees to the Service
Agreement of Wojo’s bank in providing such services.