Wojo HQ License Terms and Conditions

(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 twelve (12) months commencing on the Commencement Date (“Initial Term”). Upon expiry of the Initial Term, this Agreement will automatically renew for successive periods of twelve (12) months (“Renewal Term”), unless terminated in accordance with clause 11. 

The Client may only terminate this Agreement by providing not less than three (3) months written notice prior to the expiry of the then-current term. 

For the avoidance of doubt: 

(a) termination will only take effect at the end of the applicable term;   

(b) the Client is committed to the full duration of the Initial Term and any Renewal Term; and   

(c) any termination prior to the expiry of a term will constitute an early termination and trigger clause 11.2.

2.3 Renewal and Updated Terms 

Upon each Renewal Term, this Agreement will continue on the same terms and conditions, as may be amended by Wojo from time to time in accordance with clause 14. 

Wojo may update these Terms and Conditions prior to the commencement of any Renewal Term. Any updated Terms will take effect from the start of the relevant Renewal Term. 

The Client will be notified of any material changes to the Terms and Conditions. Continued use of the Services following the commencement of a Renewal Term constitutes acceptance of the updated Terms. 

If the Client does not agree to the updated Terms, the Client must provide notice of termination in accordance with clause 11 prior to the Renewal 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 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 works will be invoiced weekly or in accordance with the agreement. The Client agrees that a 7-day payment term or as applicable in the agreement, 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: Will be charged at a rate of $200 per hour (exclusive of GST), billed in 10-minute increments. 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 any amounts properly payable under this 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 all subscription payments under this Agreement will be processed electronically via a third-party payment provider, being Stripe (or such other provider as nominated by Wojo from time to time). Direct Payments for monthly & annual subscriptions will incur an automatic fee of 5%.

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 Data Breach 

If Wojo becomes aware of a data breach involving confidential information of the Client or its employees, Wojo will: 

(a) promptly assess the nature and extent of the breach in accordance with applicable privacy laws, including the Privacy Act 1988 (Cth);   

(b) where required, comply with any notification obligations to the Office of the Australian Information Commissioner (OAIC) and any affected individuals; and   

(c) notify the Client as soon as reasonably practicable where the breach: 

   (i) is likely to result in a risk of serious harm; or   

   (ii) materially impacts or may materially impact the Client’s data, operations, or compliance obligations. 

7.3 The Client acknowledges that Wojo’s obligations under this clause are limited to compliance with applicable law and reasonable commercial practices, and Wojo does not guarantee the prevention of all data breaches. 

7.4 To the maximum extent permitted by law, Wojo shall not be liable for any loss arising from a data breach except to the extent caused by Wojo’s breach of this Agreement. 

7.5 In the event that either the Client or Wojo terminates this Agreement in accordance with clause 11, Wojo will provide the Client with access to all records of the Client’s data for a period of 1 month, 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 the greater amount of $1,000 or 1 months fees relating to employees being  processed through Wojo Pay or Wojo HQ, being whichever is greater.

7.6 It is agreed that the time allocated in Clause 7.3 will be deemed sufficient to allow download of any data from Wojo HQ, the Client wishes to retain.

7.7 All data transferred and stored by/to Wojo will be via secure server.

8. PAYROLL PROCESSING Wojo Pay (Managed Payroll) 

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 Out of Cycle Payroll Services:

The Client acknowledges and agrees that any payroll services requested outside of the Client’s standard scheduled payroll processing (“Out of Cycle Payroll Services”) will incur additional charges.

Out of Cycle Payroll Services include, but are not limited to:

(a) off-cycle pay runs;   

(b) manual adjustments or reprocessing of payroll; 

(c) urgent or same-day payroll requests;  

(d) corrections arising from incomplete, incorrect, or late information provided by the Client; and  

(e) any additional payroll processing not included in the standard agreed Services.

All Out of Cycle Payroll Services will be charged at a rate of $200 per hour (exclusive of GST), billed in 10-minute increments.

The Client acknowledges that:

(i) all time spent by Wojo in performing Out of Cycle Payroll Services is billable;   

(ii) a minimum charge of 10 minutes applies per request; and  

(iii) Wojo reserves the right to prioritise standard payroll processing over Out of Cycle Payroll Services.

Wojo is not obligated to perform Out of Cycle Payroll Services and may decline such requests at its discretion.

8.10 Promptly notify Wojo in the event of a breach in the security of the client’s email or network system. 

8.11 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.

8.12 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 Exclusion of Indirect Loss

Subject to clause 9.4, neither Party shall be liable to the other for any indirect, incidental, special, or consequential loss or damage, including loss of profits, loss of business, or loss of opportunity, whether arising in contract, tort (including negligence), or otherwise. 

9.4 Non-Excludable Obligations 

Nothing in this Agreement excludes or limits the Client’s obligation to pay: 

(a) any Charges due and payable under this Agreement;   

(b) any amounts payable in respect of early termination, notice periods, or remaining term value under clause 11;   

(c) any indemnity given by the Client under this Agreement; or   

(d) any loss arising from a breach of clause 10 (Intellectual Property) or confidentiality obligations. 

9.5 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. 

9.6 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.

9.7 Reliance on Data 

The Client acknowledges and agrees that: 

(a) all Data and outputs generated through the System or Services are provided on an “as is” basis;   

(b) the Client is solely responsible for reviewing, verifying, and approving the accuracy, completeness, and suitability of all Data prior to reliance or use; and   

(c) Wojo shall not be liable for any loss, damage, cost, or expense arising from or in connection with the Client’s reliance on such Data, to the maximum extent permitted by law. 

Nothing in this clause limits or excludes any rights or remedies that cannot be excluded under applicable law. 

10. INTELLECTUAL PROPERTY

10.1 The Client acknowledges and agrees that Wojo is and remains the sole and exclusive owner of all Intellectual Property rights in and to Wojo HQ, Wojo Pay, and all associated systems and Services. 

This includes, without limitation: 

(a) all software, source code and object code;   

(b) all payroll system programming, configuration, and implementation structures;   

(c) all payroll processing logic, award interpretation engines, and rules-based calculation methodologies;   

(d) all formulas, algorithms, workflows, and system architecture;   

(e) all custom configurations, integrations, and system enhancements developed by or for the Client; and   

(f) all related documentation, databases, designs, specifications, trade secrets, know-how, and derivative works, whether developed before or during the term of this Agreement. 

10.2 The Client is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the System solely for the purposes set out in this Agreement. 

10.3 The Client must not, without Wojo’s prior written consent: 

(a) copy, reproduce, modify, adapt, reverse engineer, decompile, or disassemble any part of the System or Intellectual Property;   

(b) create derivative works based on the System or its underlying programming or logic;   

(c) use the Intellectual Property for the development of any competing product or service;  

or   

(d) permit any third party to access, use, or exploit the Intellectual Property other than as expressly permitted under this Agreement. 

10.4 All Intellectual Property created, developed, or configured by Wojo in connection with the Services (including any customizations requested by the Client) shall remain the exclusive property of Wojo, unless otherwise expressly agreed in writing.

11. TERMINATION OF AGREEMENT

11.1 The Client may not terminate this Agreement during the Initial Term for convenience.

11.2 Early Termination by Client

If the Client terminates this Agreement:

(a) during the Initial Term; or   

(b) after the Initial Term but prior to the expiry of the then-current renewal term, the Client must pay Wojo, immediately upon termination:

      (i) all Charges that would have been payable for the remainder of the current term; and   

      (ii) all outstanding amounts due under this Agreement.

The Parties agree this amount represents a genuine pre-estimate of loss and is not a penalty.

11.3 Notice of Termination

The Client must provide not less than three (3) months written notice prior to the expiry of the current term.

The Agreement will continue in full force, and all Charges remain payable, during the notice period.

11.4 No Avoidance of Charges

The Client acknowledges that:

(a) termination does not relieve the Client from payment obligations for the full contracted term;   

(b) the notice period does not reduce or replace the Client’s obligation to pay for the remainder of the term;  

(c) cessation of use of the Services does not affect payment obligations.

11.5 Discretionary Early Exit

Wojo may, at its sole discretion, agree in writing to accept a reduced amount or payment in lieu of the remaining term.

The Client has no automatic right to such reduction.

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 12 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 12 months of the last occasion that you used our Services, you will be responsible for paying us a placement fee equal to 30% 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.