End User Agreement

Version 2026-05-01 · Last updated 1 May 2026

These terms form part of a legally binding agreement (Agreement) between you and Mployr Pty Ltd (ABN 63 695 227 126) (“Mployr”, “us”, “our” or “we”).

These General Terms (clauses 1 to 23 below) apply whether you are accessing the Mployr Platform as a Customer or a User. By clicking “I Agree” you confirm that you have read, understood and agree to be bound by this Agreement, as updated from time to time.

1. What Are These Terms?

1.1 This Agreement

These terms form part of a legally binding agreement (Agreement) between you and Mployr Pty Ltd (ABN 63 695 227 126) (“Mployr”, “us”, “our” or “we”).
This Agreement may have various parts and may include:
1. any online form (Online Form) into which you entered information via our website regarding your Service Order for one or more Mployr Products; or
2. emails or other written requests from you where you have requested and Mployr has agreed to provide Services (Written Service Order).
This Agreement also includes:
1. clauses 1 to 23 of these terms (General Terms);
2. any quote, cost or fee estimate, proposal, annexure, addendum, and any documents or webpages linked therein, we have provided to you for the relevant services;
3. any applicable Annexures below; and
4. any other terms we specifically tell you and you agree are included in this Agreement.
Subject to clause 12.1, if there is any inconsistency between the parts of this Agreement, special conditions in Item (a), then Items (e), (d), (c), (f), (b), then the rest of Item (a), will prevail in that order.
Together, all of those parts constitute this Agreement.

1.2 How do I Enter Into This Agreement?

You can enter into this Agreement either as a Customer or a User, or both.
You are a Customer if you have signed up for a Service Order via an Online Form, Mployr has countersigned a Service Order Form signed by you, or Mployr has communicated in writing to you Mployr's acceptance of your Written Service Order. You are also a Customer if there is no Service Order but Mployr has given you access to the Mployr Platform at your request.
You are a User if you click ‘Login’ from our website.
You are accepting the terms of this Agreement from the time you become a Customer or a User, and as updated from time to time.
If you are not the Customer, then the Customer is your employer or someone else you work for who has authorised you to be an End User.

1.3 Commencement Date

This Agreement commences on the Commencement Date and will terminate at the end of the Membership Term, unless earlier terminated under clause 16 or renewed under clause 1.4.

1.4 Automatic Renewal of Membership Term

If you are the Customer, the Membership Term will automatically renew at the end of each paid billing period (whether monthly or annual, as set out in the Service Order or as selected by the Customer in the Mployr Platform billing module) for a further period of the same duration, unless the Customer cancels under clause 16.2 before the end of the then-current paid billing period. No additional notice of non-renewal is required where the Customer cancels under clause 16.2.

2. Definitions and Interpretation

2.1 Definitions

In this Agreement, unless the context requires otherwise:
Additional Services means any services not comprised within the Membership Services and Project Services.
Administrators means the Customer's personnel who administer the Mployr Platform to End Users on the Customer's behalf.
Agreement has the meaning given under heading 1 above.
Annexure means an enumerated annexure (for example, Annexure A) to this document.
Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Beta Features means pre-release and beta products or features that Mployr makes available in the Mployr Platform from time to time.
Business Day means a day, not being a Saturday, Sunday or public holiday, on which banks are generally open for business in Brisbane, Queensland, Australia.
Commencement Date means:
1. if you are the Customer, the Commencement Date set out in the Service Order (and if none, the date you sign the Service Order Form, sign up for a Service Order via our Online Forms or receive as part of a Written Service Order Mployr's agreement to provide a requested Service, as the case may be); or
2. if you are a User, the date you click “I Agree” to acknowledge these terms and log in to the Mployr Platform.
Complimentary Basis means where Mployr gives the Customer access to (or permits the Customer to enable its End Users to access) the Mployr Platform at no charge to the Customer. Complimentary Basis includes any free, trial, no-cost or promotional Membership tier and any Membership Services or other access to the Mployr Platform offered by Mployr without an obligation on the Customer to pay Fees, regardless of label.
Confidential Information of a Discloser means any information which the Discloser tells the Recipient is confidential or which the Discloser communicated to the Recipient confidentially or which pursuant to this Agreement is deemed confidential, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Recipient to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure, but in any event does not include Feedback. Where Mployr is the Discloser, for the avoidance of doubt Mployr's Confidential Information includes any performance information relating to the Mployr Platform whether or not it is specifically designated at the time of communication as being confidential.
Customer has the meaning given under heading 1 above.
Customer Application means a software application created by or for the Customer.
Customer Data means all and any Materials that the Customer or its End Users enter into the Mployr Platform, including by submitting, uploading, transmitting or otherwise making available to or through the Mployr Platform.
Customer Materials means any Materials or systems owned by the Customer or the User.
Discloser means the party disclosing Confidential Information to the Recipient.
Documentation means the details and specifications set out in the user guides located at https://help.mployr.com.au/.
End User means an individual who is the Customer or who is permitted by the Customer or anyone else on its behalf to access the Mployr Platform and includes the User.
End User Account means an account established by the Customer or an End User to enable the End User to use or access the Mployr Platform.
Excluded Sensitive Data means Sensitive Data about you or another individual who has been onboarded to the Mployr Platform by Mployr, being Sensitive Data which Mployr has specifically asked you to submit to the Mployr Platform.
Feedback means comments, questions, ideas, suggestions or other feedback, provided by End Users via, or relating to, the Mployr Platform, Support or Additional Services.
Fees means all fees payable under this Agreement and includes any Fees set out in Price Estimates or Annexures and fees for Additional Services.
foundU Customer Agreement Order Form means the foundU Order Form of which we notify you or provide to you when you seek or change your requirements for our Software as a Service Payroll System (powered by foundU) product.
General Terms has the meaning given under heading 1 above.
HR Membership means any of the following HR membership options:
1. Advise membership;
2. Partner membership; and
3. Manage membership,
set out in the Price Estimate.
Intellectual Property Rights means all industrial and intellectual property rights throughout the world protected by statute or common law including all current and future registered and unregistered rights (whether or not registrable) relating to:
1. trade marks, business names and domain names, copyright works, circuit layouts, designs, patents, know-how, inventions and discoveries, and all other intellectual property as defined in article 2 of the Convention Establishing the World Intellectual Property Organisation 1967; and
2. any application or right to apply for the registration of any of the rights referred to in paragraph (a) above.
Invoice Frequency means, unless a Service Order provides otherwise, the frequency set out in clause 12.2.
Laws means common law, principles of equity, and laws made by parliament (laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them).
Materials means any data, content, code, video, text, writings, images or other materials of any type.
Membership Services means any of the following:
1. HR Membership;
2. Payroll Membership; and
3. Software Membership,
set out in the Price Estimate.
Membership Term means the Customer's permitted period for subscription to the Mployr Platform as set out in the Service Order (and if none, the period during which Mployr allows the Customer (and its End Users) to access the Mployr Platform).
Mployr has the meaning given under heading 1 above.
Mployr Deliverables means any Materials, deliverables, modifications, derivative works or developments that Mployr provides in connection with any Additional Services.
Mployr Platform means the Mployr online platform to which you are gaining access by clicking “I Agree” acknowledging these terms, and will include the Mployr Products set out in the Service Order if any (including any client software Mployr provides as part of those products).
Mployr Policies means the Privacy Policy and any other policies of Mployr of which Mployr notifies you in writing from time to time.
Mployr Technology means the Mployr Platform, Mployr Deliverables, all modifications, improvements or derivative works of any of them and all Intellectual Property Rights in or arising out of any of the foregoing.
Notification Email Address means the email address(es) you used to register for use of the Mployr Platform or otherwise notifies Mployr is your email address for notification.
Online Form has the meaning set out under heading 1.1.
Payroll Membership means any of the following payroll membership options:
1. Basic membership; and
2. Standard membership,
set out in the Price Estimate.
Price Estimate means:
1. if you completed an Online Form, the price estimate located at https://www.mployr.com.au/pricing/ when you were completing the Online Form; or
2. otherwise, the Price Estimate set out in the Service Order.
Privacy Policy means Mployr's privacy policy located https://www.mployr.com.au/privacy.
Project Completion Date means the date on which all Project Services have been fully completed as confirmed in writing by Mployr.
Project Services means the Project Services set out in the Service Order and excludes Membership Services.
Recipient means the party receiving Confidential Information from the Discloser.
Resolution Institute means Resolution Institute (ACN 008 651 232); located at Suite 1902, Level 19, Tower A, Zenith Centre, 821–843 Pacific Highway, Chatswood NSW 2067 (or such other address as indicated from time to time at the RI Website).
RI Website means the website located at https://resolution.institute.
RIM Rules means the Resolution Institute's current Mediation Rules as contained on the RI Website.
Sensitive Data means:
1. “sensitive information” as defined in the Privacy Act 1988 (Cth);
2. credit, debit or other payment card data subject to PCI DSS; or
3. social security numbers, driver's licence numbers or other government identifiers or ID numbers.
Service Order means the Service Order Form or the Written Service Order (as applicable).
Service Order Form means any Online Form in respect of which the Customer has signed up via our website or, as the case may be, the written order form (if any) signed or e-signed by the Customer in respect of access to the Mployr Platform.
Services means products and services set out in a Service Order which Mployr agrees to provide to the Customer.
Support means support for the Mployr Platform, as agreed in the Service Order or otherwise provided by Mployr.
User has the meaning given under heading 1 above.
Written Service Order has the meaning set out under heading 1.1.

2.2 Interpretation

In this Agreement, unless the context otherwise requires:
1. headings shall not affect the meaning and interpretation;
2. words importing the singular or plural shall include the plural and singular respectively;
3. words importing persons include all persons, entities and associations, including companies, trusts, bodies corporate, statutory bodies, partnerships, and joint venturers;
4. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
5. the words includes, including or similar expressions are not to be read as words of limitation;
6. if something must be done on a day that is not a Business Day, it may be done on the next day that is a Business Day;
7. a reference to any statute is a reference to that statute as amended and in force from time to time;
8. a reference to an amount of money is a reference to that amount in Australian dollars; and
9. all amounts payable pursuant to this Agreement shall be paid in Australian dollars.

3. Provision of Access

3.1 Access to the Mployr Platform

From the Commencement Date, Mployr will give the Customer access to the Mployr Platform in accordance with this Agreement. End Users are given access from the respective dates they are enabled as End Users.

3.2 Cost Exceptions

The Mployr Platform is fully configurable but Mployr may charge the Customer some Fees and/or third party costs (to be agreed between the Customer and Mployr before such work commences) for administrative assistance, extra support not previously provided for, development, implementation or any other work performed where:
1. the necessity for the work has arisen out of the provision by you to Mployr of inaccurate information;
2. the Customer requests a development on Mployr's existing software development roadmap be prioritised;
3. you make (and Mployr subsequently agrees to meet) ad hoc requests for Additional Services;
4. migration of data from the Customer's existing or legacy system requires development of bespoke migration scripts (by Mployr or by third-party suppliers); or
5. the Customer is unable to provide data for migration to the Mployr Platform in a format reasonably requested by Mployr, with the result that Mployr is required to perform additional formatting or data entry.

4. Mployr Platform Administration

4.1 Administrators and End Users

You agree that:
1. via the Mployr Platform, you may be able to specify certain End Users as Administrators, who will have important rights and controls over End Users' use of the Mployr Platform, which may include entering into further transactions that may incur Fees, modifying End User accounts, setting End User usage permissions, and managing access to Customer Data by End Users or others;
2. the Customer is and will remain (and Mployr will not be) responsible for all actions taken by Administrators and End Users in relation to or during their access to the Mployr Platform, including as described above;
3. you are and will remain (and Mployr will not be) responsible for all actions taken by you in relation to or during your access to the Mployr Platform, including as described above; and
4. Mployr's responsibilities do not extend to the internal management or administration of the Mployr Platform for the Customer.

4.2 End User Consent

The Customer must use best endeavours to provide:
1. all required disclosures to and will obtain and maintain all required consents from End Users to allow:
  1. Administrators to have the access described in this Agreement and the Privacy Policy; and
  2. Mployr's provision of access to the Mployr Platform to Administrators and End Users; and
2. evidence of such consents upon reasonable request from Mployr.

4.3 Credentials

The Customer must use best endeavours to ensure that all End Users:
1. keep their (and you must ensure that you keep your) user IDs and passwords or other access credentials for the Mployr Platform strictly confidential; and
2. do not (and you must not) share such information with any unauthorised person.

4.4 Unauthorised Use or Access

You agree to notify Mployr immediately on becoming aware of any unauthorised use of access credentials or unauthorised use of or access to the Mployr Platform.

4.5 Age Requirement

The Mployr Platform is not intended for, and should not be used by, anyone under the age of 16. The Customer must use best endeavours to ensure that all End Users are at least 16 years old.
The Customer must use best endeavours to ensure that all Admin Users are at least 18 years old.

5. Customer Responsibility

5.1 Customer Responsibility

You must (and the Customer must procure that its End Users):
1. access and use the Mployr Platform in accordance with reasonable directions and instructions given by Mployr;
2. have sole responsibility for the accuracy, quality, integrity, reliability and appropriateness of all Customer Data that is entered into the Mployr Platform;
3. use commercially reasonable efforts to prevent unauthorised access to or use of the Mployr Platform and notify Mployr promptly of any such unauthorised access or use;
4. comply with all applicable Laws in accessing and using the Mployr Platform; and
5. provide and maintain your/their own equipment, software, networks and communications lines, including any public lines required to properly access the Mployr Platform and any relevant content or data.

6. Rules of Access

6.1 Access

Subject to this Agreement, during the Membership Term, you may access and use the Mployr Platform for and only for the Customer's business purposes or your own personal use, as applicable, all in accordance with the terms of this Agreement. The rights granted to you in this clause are non-exclusive, non-sublicensable and non-transferable.

6.2 Support

During the Membership Term, Mployr will provide Support (if any) agreed in the Service Order together with applicable Support referred to in clause 8.

6.3 Restrictions

Except as otherwise expressly permitted in this Agreement, you must not:
1. reproduce, modify, adapt or create derivative works of all or any part of the Mployr Platform;
2. rent, lease, distribute, sell, sublicense, transfer or provide access to the Mployr Platform to a third party;
3. provide to any third party (without first obtaining written permission from Mployr to do so) copies of any Materials produced by Mployr or by or via the Mployr Platform;
4. use the Mployr Platform for the benefit of any third party;
5. incorporate any part of the Mployr Platform into a product or service you provide to a third party;
6. interfere with or otherwise circumvent mechanisms in the Mployr Platform intended to limit your (or anyone's) use;
7. reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any part of the Mployr Platform, except to the extent expressly permitted by applicable Law (and then only upon advance notice to Mployr in writing);
8. remove or obscure any proprietary or other notices contained in any part of the Mployr Platform;
9. submit to any part of the Mployr Platform any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature;
10. use any part of the Mployr Platform to defame, abuse, harass, stalk or threaten others, promote unlawful activities or send disruptive or offensive messages or advertisements;
11. try to exceed or circumvent limitations within any part of the Mployr Platform;
12. download, scrape, post or transmit (in any form or means) any part of the Mployr Platform or content within it except as expressly permitted under this Agreement;
13. use any data accessed via the Mployr Platform to assist with any unsolicited marketing communication (electronic or otherwise) to any person;
14. resell (for a fee, or any other commercial benefit) any data accessed via the Mployr Platform;
15. use the Mployr Platform for competitive analysis or to build competitive products;
16. publicly disseminate information regarding the performance of the Mployr Platform; or
17. encourage or assist any third party to do any of the foregoing.

6.4 Third Party Suppliers

Some of our products and services may involve or be licensed to us or powered by third party suppliers. In such cases, the Customer may be required (and the Customer agrees) to complete specific forms (electronic or otherwise) required by those third parties to be completed. We will provide you with those forms where relevant.

7. Mployr Platform Availability

7.1 Uptime

Mployr warrants that the Mployr Platform will be accessible to End Users 99.5% of the time in any given calendar month, excluding maintenance windows.

7.2 Maintenance Windows

A maintenance window may include standard maintenance and emergency maintenance. Mployr will notify the Customer in writing of standard maintenance windows at least 72 hours in advance of the start of the standard maintenance window. Emergency maintenance will occur as needed.
Mployr will make reasonable efforts to notify the Customer directly in advance of any emergency maintenance window, but it is possible that advanced notification of an emergency window may not occur, and Mployr will not be liable to the Customer or anyone else arising out of failure to notify.

7.3 Error Correction

Mployr is not required to correct any errors or provide any other Support to the extent such errors or need for Support was created in whole or in part by:
1. your acts, omissions, negligence or wilful misconduct or that of any End Users, or any unauthorised modifications of the Mployr Platform or its operating environment;
2. any failure or defect of your or a third party's equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Mployr's firewall);
3. Customer Applications;
4. your use of the Mployr Platform other than in accordance with this Agreement; or
5. a Force Majeure event within the meaning of clause 23.3.

7.4 Updates

Mployr will at Mployr's sole discretion deliver updates to the Mployr Platform at no additional charge to enhance or improve the functionality or operation of the Mployr Platform, which may include any patch, bug fix, release, version, reports, modification or successor to the Mployr Platform.

7.5 Award and Other Law Changes

Updates to awards or other industrial instruments and Laws, including to things such as minimum wages, leave rules and other pay rule changes, in the Mployr Platform are not included in updates.
Mployr may (but is not required to) from time to time notify the Customer of any legal or regulatory changes and Mployr's interpretation of how to make the necessary changes to update the Mployr Platform for legal compliance purposes, but Mployr will not be responsible for any such changes and the Customer acknowledges that:
1. the Customer:
  1. does not and must not rely upon Mployr or Mployr's interpretation in this regard; and
  2. must obtain its own legal advice on any legal and regulatory changes; and
2. Mployr will provide any such information only on an “as is” basis and does not and will not provide any legal advice or legal services and will have no liability to the Customer arising out of the Customer's reliance upon any such information.
At the Customer's request, Mployr may choose to assist the Customer to configure new awards in the Mployr Platform from information supplied by the Customer.
Mployr may from time to time implement into the Mployr Platform pre-set award templates which implement specific rules and information flows developed by Mployr.
All services and implementations provided under this clause 7.5 constitute Additional Services and may attract specific Fees.
In any award template implementations, whether pre-set award templates under clause 7.5(d) or separate or further configurations under clauses 7.5(b) or 7.5(c), you acknowledge that:
1. while Mployr will take all reasonable care in providing such implementations, Mployr's only warranty in relation to such implementations is that they will follow the specific rules and information flows which Mployr documents and provides to the Customer for acceptance before implementation;
2. the Customer's acceptance of those rules in writing, and your use of the implementation, each separately constitutes acceptance of all risks associated with any use of such implementation;
3. Mployr does not warrant that any such implementation will be legally compliant, cause you to comply fully with relevant Law nor necessarily cover all scenarios;
4. to the extent permitted by Law, all such implementations are provided “as is” and Mployr will have no liability to you or anyone else in any way for any consequence arising out of implementation and use of those implementations; and
5. all calculations shown or provided to you when using such implementations are estimates only and Mployr does not guarantee their accuracy nor legal compliance.

7.6 New Modules

New modules not currently part of the functionality of the Mployr Platform may be offered to the Customer and may involve additional fee arrangement.

8. Mployr Platform Support

8.1 Support

Mployr will use commercially reasonable efforts to make the Mployr Platform available to End Users and to correct all platform errors or provide a reasonable workaround as soon as is possible using its reasonable efforts.

8.2 Support Desk

Mployr will provide Support to the Customer and End Users provided the Customer and End Users act reasonably.

8.3 Support Fees

Mployr has the right to bill you at its standard services rates for any Support issues excluded by clause 7.3.

8.4 Service Level Commitment

If you experience a Mployr Platform outage and are unable to access the Mployr Platform, you should immediately contact Mployr's help desk, providing any/all necessary information that may assist Mployr in determining the cause of the outage.
Mployr will determine in good faith whether the outage was within Mployr's reasonable control.
If Mployr determines that a timely reported outage was attributable to Mployr, then Mployr may in its sole discretion credit the Customer some Fees up to a maximum of half of the Fees applicable in any given 4-week period.
Mployr cannot guarantee network availability between the Mployr Platform and the Mployr hosting servers, as such availability can involve numerous third parties and is beyond the control of Mployr. Mployr will not be liable for nor provide any service credits for any downtime caused in whole or part by a third-party data centre provider nor for any downtime that you experience because of your or End Users' own network connectivity issues.

9. Customer Data

9.1 Title to Customer Data

The Customer, or the User as applicable, retains ownership of and all rights to Customer Data submitted to the Mployr Platform.

9.2 Access to and Use of Customer Data

Subject to this Agreement, and solely to the extent necessary to provide access to the Mployr Platform to you, you grant Mployr a worldwide, limited term licence to access, use, process, copy, distribute, perform, export, display and modify for display Customer Data you submit to the Mployr Platform.
Mployr may also access the Customer's and End Users' accounts in order to respond to support requests (but is not obliged to provide any support unless a specific agreement for that has been entered into).
You agree that Mployr may at any time produce anonymized versions of the Customer Data so they contain no personal information nor information that includes the name or other identifying details of any legal entities (Anonymized Data) and may collate, use, copy, disclose and commercialise that Anonymized Data in any way Mployr sees fit.

9.3 Customer Data Compliance

You must ensure that you and your End Users' use of the Mployr Platform complies at all times with this Agreement and all Laws.
You warrant that:
1. you have obtained all necessary rights, releases and permissions to submit all Customer Data to the Mployr Platform and to grant the rights granted to Mployr in this Agreement; and
2. Customer Data and its submission and use as you authorise in this Agreement will not violate:
  1. any Laws;
  2. any third-party rights (including Intellectual Property Rights); or
  3. any of your or third-party policies or terms governing any of the Customer Data.
Other than Mployr's express obligations set out in this Agreement, Mployr assumes and will have no responsibility or liability for Customer Data, and you agree that you are solely responsible for Customer Data and the consequences of submitting and using it with the Mployr Platform.

9.4 No Sensitive Data

You agree that, save for Excluded Sensitive Data:
1. you will not (and will ensure that your End Users do not) submit to the Mployr Platform (or use the Mployr Platform to collect) any Sensitive Data; and
2. notwithstanding any other provision of this Agreement to the contrary, Mployr has no liability under this Agreement for Sensitive Data.

9.5 Indemnity

You agree to defend, indemnify and hold harmless Mployr, its officers, directors, agents and employees, from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) resulting from any claim arising from or related to:
1. your breach of this Agreement;
2. any claims or disputes brought by your End Users arising out of their use of the Mployr Platform; or
3. Customer Materials you or your End Users submit to the Mployr Platform.

9.6 Content Monitoring

Mployr has no obligation to monitor any content uploaded to the Mployr Platform. However, if Mployr deems such action necessary based on your or an End User's violation of this Agreement, including any Mployr Policies, or in response to lawful takedown requests that Mployr receives, Mployr may:
1. remove the relevant Customer Data from the Mployr Platform; or
2. suspend your (and/or any End Users') access to the Mployr Platform.

9.7 Notification

Mployr will use reasonable efforts to provide the Customer with advance notice of any removals and suspensions when practicable, but if Mployr determines that the Customer's (or any End User's) actions are in breach of any Laws or endanger the operation of the Mployr Platform or other users, Mployr may suspend the Customer's (or any End Users') access or remove any Customer Data immediately without notice.

9.8 Liability

You agree that Mployr will have no liability to you for removing or deleting Customer Data from or suspending the Customer's or any End Users' access to any part of the Mployr Platform as described in this clause 9.

10. Third-Party Products

10.1 Third-Party Products

Mployr does not warrant that the Mployr Platform will function correctly or as intended when used in combination with any particular third party products. You agree that your use of any third party products in conjunction with the Mployr Platform is entirely at your sole risk and Mployr will not have any responsibility or liability to you or any End Users in any way for any outcome arising out of use of third party products in conjunction with the Mployr Platform.

11. Additional Services

11.1 Applicability

This clause 11 only applies if the Service Order specifies that Mployr will provide Additional Services to the Customer or you have made an ad hoc request and we have accepted that request to provide Additional Services.

11.2 Relevant Fees

If you request (whether via a Service Order or on an ad hoc basis) Additional Services we may, in respect of those Additional Services:
1. require you to upgrade a plan you have with us or increase a fee you have with us;
2. provide you with a further quote for fixed fee work or an add-on to your membership;
3. charge you professional fees on an hourly basis for the Additional Services we provide based on our then current hourly rates (which we will provide to you at the time);
4. allocate our practitioners to hourly rate bands at our sole discretion, depending on the nature and complexity of the services sought, and the level of expertise of our practitioners; and
5. our hourly rates and rates for membership add-ons are reviewed annually on or about the 30th of June and may change during the course of provision of our Services to you.

11.3 Mployr's Deliverables

Mployr will retain all right, title and interest in and to all Mployr Deliverables and all Intellectual Property Rights in or arising out of any of them.

11.4 Customer Materials

The Customer:
1. agrees to provide Mployr with reasonable access to Customer Materials as reasonably necessary for the provision of Additional Services, failing which performance of Additional Services will not be required until such access is provided;
2. retains all rights in all Customer Materials, subject to Mployr's ownership of all parts of the Mployr Platform, Mployr Deliverables and of Mployr Technology; and
3. licenses Mployr to use the Customer Materials for the purpose of performing the Additional Services, and warrants that the Customer has all necessary rights in all Customer Materials to provide access to Mployr for such purposes.

12. Billing, Payment and Fee Increases

12.1 Service Order Prevails

This clause 12 is subject to any terms relating to billing, payment for and renewal of access to the Mployr Platform or specific features set out in the Service Order or the Annexures to this document, with any inconsistency in that regard between the Service Order and Annexures being resolved in favour of the Service Order.

12.2 Invoicing and Payment

Mployr will deliver invoices to the Customer for any Fees due under this Agreement from time to time:
1. at the frequency set out in the Service Order, or as Mployr otherwise notifies the Customer in writing from time to time; or
2. in the absence of any such provision in the Service Order or any such notification:
  1. for Membership Services, monthly or annually in advance (according to the billing cycle selected by the Customer in the Service Order or in the Mployr Platform billing module), with the first invoice issued on (or as soon as practicable after) the Commencement Date and each subsequent invoice issued on (or shortly before) the start of the next billing period;
  2. for Project Services, 50% on (or as soon as practicable after) the Commencement Date in advance and 50% on Project Completion Date; and
  3. for Additional Services, on (or as soon as practicable after) the Commencement Date in advance and every two (2) weeks in advance after the Commencement Date.
Unless otherwise specified in the Service Order or on a given invoice, the Customer must pay all invoices within 7 days of the invoice date.
If Mployr offers the Customer different methods of payment and the method chosen by the Customer incurs a processing fee, Mployr will include such Fees in its invoice.
You agree to pay our Fees at the times, and using the method, set out in the Service Order (or as otherwise agreed by us).
We reserve the right to:
1. ask you for your credit card or nominated account details; and/or
2. ask you to pay monies into our account.
Where you have agreed to make payments by way of direct debit, we may directly debit from your nominated account any amounts due and payable under this Agreement and you agree to sign all such documents and do all such things as are reasonably necessary at our request to authorise us to do that.
By authorising us to direct debit, you authorise Stripe Payments Australia Pty Ltd ACN 160 180 343 to debit your nominated account through the Bulk Electronic Clearing System on behalf of us for any amounts separately communicated to you by us. You certify that you are either an account holder or an authorised signatory on the nominated account.

12.3 Fee Increases

Unless the Service Order or an Annexure provides otherwise, all Fees and rates in the Service Order or set out in an Annexure will remain fixed for the first 12 months commencing on the Commencement Date, and will (unless Mployr elects within its sole discretion not to apply a given increase) increase on each anniversary of the Commencement Date during the term of this Agreement by the greater of 5% or any increase in the Consumer Price Index (Brisbane) over the preceding 12 months.
Mployr will give the Customer at least 30 days' written notice (which may be by email, in-platform notification or by posting an updated Price Estimate) of any Fee increase before the increase takes effect. If the Customer does not accept a Fee increase, the Customer may cancel under clause 16.2 before the increase takes effect.

12.4 Fee Changes with Service Order Changes

If the parties agree to change during the Membership Term the products and services included in the Service Order, Mployr will notify the Customer of the Fees that will apply from the dates those changes will take place. The Customer acknowledges that any bundling discounts that applied before such change may cease to apply after such change.

12.5 Minimum Amounts

Unless otherwise set out in the Service Order, Mployr may impose minimum charges or ratios, including charging for a minimum number of employees per service even if the number of employees actually relevant to that Customer is a lower number.

12.6 Expenses and Disbursements

You are responsible for paying expenses and disbursements which we incur in carrying out your instructions or in performing Services (other than our usual day to day business overheads). If you request Services that require us to incur specific disbursements, we will endeavour to let you know the costs in advance, wherever reasonably practicable.

13. Evaluation and Trial Products & Beta Features

13.1 Complimentary Basis

Where access to the Mployr Platform or Beta Features is offered on a Complimentary Basis, use of the Mployr Platform or Beta Features is subject to any additional terms that Mployr specifies and is only permitted during the Membership Term Mployr designates (or, if not designated, until terminated in accordance with this Agreement). Mployr may modify or terminate access to the Mployr Platform or any Beta Features provided on a Complimentary Basis at any time in its sole discretion, without liability to you.

13.2 Free Memberships and Complimentary Access

Without limiting clause 13.1, where access to the Mployr Platform, any Beta Feature or any Membership Services is provided to the Customer or any End User on a Complimentary Basis, the Customer acknowledges and agrees that, to the maximum extent permitted by Law:
1. Mployr provides such access on an “as is” and “as available” basis and gives no warranties, conditions, guarantees, representations or obligations (express or implied) of any kind, including those set out in clause 17.2 (Mployr Warranties), and the warranty remedy in clause 17.3 does not apply;
2. the uptime warranty in clause 7.1, the maintenance and notification obligations in clause 7.2, the obligation to correct errors in clause 7.3, the update obligations in clause 7.4, all Support obligations under clause 8 (including any service credits under clause 8.4) and Mployr's warranty obligations under clause 17 do not apply;
3. Mployr owes no indemnity to the Customer or any End User in connection with the access, while the Customer's indemnity under clause 9.5 and any other indemnity given by the Customer continues to apply in full;
4. Mployr's aggregate liability to the Customer and all End Users (in contract, tort, including negligence, statute or otherwise) arising out of or in connection with the access is limited, in accordance with clause 13.4, to AUD $100, and clause 18.2 does not give rise to a higher cap;
5. the automatic renewal in clause 1.4, the Fee escalation in clause 12.3, the minimum charges in clause 12.5 and any other clause that assumes paid status do not apply for the duration of the Complimentary Basis access;
6. Mployr may suspend, modify, withdraw or terminate the Complimentary Basis access (or any part of it) at any time and for any reason, with or without notice, and without liability to the Customer or any End User, and clauses 16.2 and 16.4 do not apply to such termination or suspension;
7. the Customer's obligations and restrictions under clauses 4 (Mployr Platform Administration), 5 (Customer Responsibility), 6.3 (Restrictions) and 9 (Customer Data) continue to apply in full; and
8. nothing in this clause 13 limits any rights or remedies the Customer has under the Australian Consumer Law that cannot be lawfully excluded, and clauses 17.5 and 17.7 continue to apply.

13.3 Beta Features

You understand that any Beta Features are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than the Mployr Platform as generally available.
In some circumstances, a fee may be charged in order to allow access to Beta Features, but the Beta Features will remain subject to this clause.
All information regarding the characteristics, features or performance of any part of the Mployr Platform or Beta Features provided on a Complimentary Basis constitutes Mployr's Confidential Information.

13.4 Liability Limitation

To the maximum extent permitted by applicable law, Mployr disclaims all obligations or liabilities with respect to any part of the Mployr Platform or Beta Features offered or provided on a Complimentary Basis, including any support, warranty and indemnity obligations. Notwithstanding anything else in these terms, Mployr's maximum aggregate liability to you in respect of any part of the system or beta features offered or provided on a complimentary basis will be AUD $100.

14. Intellectual Property Rights

14.1 Mployr Technology

The Mployr Platform and its components (including all Mployr Technology) are provided under a limited licence only on these terms and all ownership of and rights in the Mployr Platform and Mployr Technology and all Intellectual Property Rights in or arising out of any of those remains solely with Mployr and its licensors.

14.2 Feedback

Mployr may use, copy, disclose, license, distribute and exploit any Feedback in any manner without restriction and any obligation, royalty or restriction based on Intellectual Property Rights or otherwise.

15. Confidentiality

15.1 Confidential Information

Except as otherwise set out in this Agreement, each party agrees that all Confidential Information disclosed to that party as a Recipient by the other party as Discloser constitutes the Confidential Information of the Discloser.

15.2 Must Be Kept Confidential

Except as expressly authorised in this Agreement, the Recipient:
1. must hold in confidence and not disclose any Confidential Information to third parties;
2. must not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement; and
3. may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Discloser than (and that the Recipient remains responsible for compliance by them with the terms of) this clause 15.

15.3 Exceptions

Clause 15.2 will not apply to information which the Recipient can document:
1. was lawfully in its possession or known to it prior to receipt of the Confidential Information;
2. is or has become public knowledge through no fault of the Recipient;
3. is lawfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or
4. is independently developed by employees of the Recipient who had no access to such information.

15.4 Disclosure by Legal Obligation

The Recipient may disclose Confidential Information if so required pursuant to a Law but only to the minimum extent required to comply with such Law and with advance written notice to the Discloser.

15.5 Equitable Relief

The Recipient acknowledges that disclosure of the Discloser's Confidential Information could cause substantial harm to the Discloser for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure or threat of disclosure by the Recipient, the Discloser will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

15.6 Publicity

Notwithstanding any other provision of this Agreement, Mployr may identify the Customer as an Mployr customer in Mployr's promotional materials, unless and until the Customer requests that Mployr refrain from doing so, such request to be sent by email to privacy@mployr.com.au.

16. Termination and Suspension

16.1 Termination for Cause

The Customer or Mployr may terminate this Agreement (where this Agreement is between the Customer and Mployr) by written notice with immediate effect if the other party:
1. fails to cure any material breach of this Agreement (or the other party is the Customer and has failed to make a due payment under this Agreement) within ten (10) Business Days after receiving from the party not in breach written notice of such breach;
2. ceases operation without a successor; or
3. seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days).

16.2 Termination for Convenience

The Customer may cancel any Membership Services and terminate this Agreement at any time by using the cancellation function in the Mployr Platform billing module or by giving written notice to Mployr. On cancellation:
1. Mployr will notify the Customer in writing (which may be by in-platform notification) of the effective cut-off date, being the last day of the then-current paid billing period (whether monthly or annual, as applicable);
2. the Customer and its End Users will retain access to the Mployr Platform and any Membership Services to which the Customer subscribes until the cut-off date;
3. no further Fees will be invoiced or payable for any period after the cut-off date;
4. the Membership Term will not automatically renew under clause 1.4; and
5. no refund of pre-paid Fees will be made.

16.3 Effect of Termination

Upon any expiration or termination of this Agreement (where this Agreement is between the Customer and Mployr):
1. all use of the Mployr Platform must cease and all copies of Mployr's Confidential Information or other materials must be deleted upon Mployr's request, including from any third-party systems;
2. Mployr is not required to provide access to Customer Data (which Mployr may delete irretrievably unless legally prohibited from doing so) after such expiration or termination, but if the Customer has paid all amounts owed to Mployr under this Agreement, Mployr may upon written request provide the Customer with access to the Mployr Platform for a limited period for the limited purpose of exporting Customer Data;
3. subject to clause 16.3(b), the Customer is solely responsible for ensuring that all Customer Data is exported using the functionality of the Mployr Platform during the applicable Membership Term;
4. if termination was by the Customer pursuant to clause 16.1, any prepaid Fees covering the remainder of the then-current Membership Term will be reimbursed after the effective date of termination;
5. if termination was by Mployr pursuant to clause 16.1, any unpaid Fees covering the remainder of the then-current Membership Term after the effective date of termination will become immediately due and payable; and
6. in no event will termination relieve the Customer of its obligation to pay any Fees payable for periods up to the date of termination.

16.4 Suspension

Where Mployr reasonably forms the view that the Customer is and remains in breach of any term of this Agreement (including an obligation to pay Fees), without prejudice to any other rights that Mployr may have, Mployr may suspend the Customer's (and any End Users') access to the Mployr Platform or any Services until such breach has been remedied. Mployr will have no liability to the Customer or any End User arising out of any such suspension.

16.5 Other Remedies

Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, whether by law or otherwise.

16.6 Surviving Terms

The following provisions will survive any termination or expiration of this Agreement, namely clauses 6.3 (Restrictions), 9.5 (Indemnity), 10 (Third-Party Products), 12.4 (Evaluation and Trial Products & Beta Features), 14 (Intellectual Property Rights), 15 (Confidentiality), 16 (Termination), 17.5 (Australian Consumer Law), 17.6 (Disclaimers), 17.7 (Exclusions), 18 (Limitation of Liability), 19 (Dispute Resolution), 22 (Mutual Obligations) and 23 (General Provisions).

17. Warranties, Disclaimers and Exclusions

17.1 Power

Each party warrants that it has the legal power and authority to enter into this Agreement.

17.2 Mployr Warranties

Mployr will use commercially reasonable efforts to:
1. prevent introduction of viruses, Trojan horses or similar harmful materials into the Mployr Platform (but Mployr will not have any liability for harmful materials submitted by the Customer or End Users); and
2. ensure the Mployr Platform functions in accordance with the Documentation.

17.3 Warranty Remedy

If Mployr determines (within its sole discretion) that corrections or costs required to comply with clause 17.2 have become or are likely to become uncommercial or impracticable, Mployr may terminate this Agreement (where this Agreement is between the Customer and Mployr) with immediate effect by giving written notice to the Customer, in which case any Fees that have been pre-paid for use of the Mployr Platform will be reimbursed for the terminated portion of the applicable Membership Term.

17.4 Claim Under Warranty

Clause 17.2 will not apply:
1. unless the Customer notifies Mployr in writing of a claim under that clause within thirty (30) days of the date on which the non-conformity was first noticed;
2. if the non-conformity was caused by misuse, unauthorised modifications or third-party products, software, services or equipment; or
3. to any access, products or services provided on a Complimentary Basis.

17.5 Australian Consumer Law

Nothing in this Agreement is intended to limit any liability that Mployr may have that may not by Law be limited.
For the purposes of section 64A of the Australian Consumer Law, if Mployr is liable to the Customer for breach of any consumer warranties under the Australian Consumer Law in respect of its supply or proposed supply of products or services under this Agreement, Mployr's liability is limited, at its option, to:
1. in respect of the supply of any goods, and one or more of:
  1. the replacement of the goods or the supply of equivalent goods;
  2. the repair of the goods;
  3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
  4. the payment of the cost of having the goods repaired; and
2. in respect of the supply of any services:
  1. the supplying of the services again; or
  2. the payment of the cost of having the services supplied again.

17.6 Disclaimers

Except as otherwise provided in this clause 17, all products and services provided or to be provided by Mployr to you are provided “as is,” and to the maximum extent permitted by Law, Mployr expressly disclaims any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality or merchantability, whether express, implied or statutory.
Mployr does not warrant that your use of the Mployr Platform will be uninterrupted or error-free, that Mployr will review Customer Data for accuracy or that Mployr (nor foundU if their services are included in the Services) will preserve or maintain Customer Data without loss.
You agree that:
1. use of the Mployr Platform necessarily involves transmission of Customer Data over networks that Mployr does not own, operate or control;
2. Mployr is not responsible for any of the Customer Data lost, altered, intercepted or stored across such networks;
3. Mployr cannot guarantee that its security procedures will be error-free, that transmissions of Customer Data will always be secure or that unauthorised third parties will never be able to defeat Mployr's security measures or those of its third party service providers; and
4. Mployr will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside Mployr's reasonable control.
Any observations, actions or remedies for legislative compliance identified by us remain your sole responsibility to resolve, unless explicitly agreed to and expressly set out in this Agreement. You agree that neither we nor our representatives have any liability whatsoever in the event that issues are identified and relayed to you concerning specific persons and are not ultimately resolved with the relevant persons.

17.7 Exclusions

You acknowledge and agree that:
1. we do not provide legal services or legal advice. To the extent we offer guidance on legislation, contractual documentation or other matters, such guidance is of a high level and commercial nature only, and should not be treated as legal advice;
2. we do not provide financial services and/or advice. To the extent we offer guidance on finance, or other financial matters, such guidance is of a high level and commercial nature only, and should not be treated as tax and/or financial advice;
3. we do not provide tax services and/or advice beyond our rights as a registered BAS agent. To the extent we offer guidance on tax, BAS, or other tax related matters, such guidance is of a high level and commercial nature only, and should not be treated as tax advice;
4. where you have engaged us to conduct a written review and/or audit (Review), you acknowledge and agree that:
  1. the Review is not intended to set out or address all legal and commercial risks associated with the Review;
  2. the Review is not intended to be a substitute for you understanding your obligations; and
  3. the scope of the Review is limited to us identifying items that we consider to be the key points associated with the Review.

17.8 Third Party Advice and Services

We may provide you with contact details of or refer you to third party specialists. You may refuse any third party service or referral. We make no representation or warranty about the third party advice or provision of services. We disclaim all responsibility and liability for all losses, damages, expenses and costs that you or any person may suffer or incur due to (or due to your reliance upon) the third party advice or provision of services, or their failure to advise or provide services.
We may:
1. provide commissions or benefit to referral partners in exchange for them referring potential clients to us; and
2. receive commissions or benefits for the referral of potential clients to referral partners.

18. Limitation of Liability

18.1 Consequential Damages

Subject to clauses 17.5 and 18.3, neither party will have any liability arising out of or related to this Agreement for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.

18.2 Liability Cap

Subject to clauses 17.5 and 18.3, Mployr's aggregate liability to you arising out of or related to this Agreement will not exceed the amount actually paid or payable by the Customer to Mployr under this Agreement in the twelve (12) months immediately preceding the claim.

18.3 Excluded Claims

Clauses 18.1 and 18.2 do not apply to:
1. the Customer's liability to pay Fees owed to Mployr under this Agreement;
2. either party's express indemnification obligations in this Agreement; and
3. your liabilities under clauses 4 (Mployr Platform Administration) or 5 (Customer Responsibility) or for breach of clause 6.3 (Restrictions).

18.4 Liability Reduction

A party's liability to the other party under or in connection with this Agreement will be reduced to the extent the relevant liability was caused or contributed by:
1. the acts or omissions of the other party or their personnel (including their failure to take reasonable steps to mitigate the liability); or
2. any event or circumstance beyond the liable party's reasonable control.

18.5 Application

The parties agree that the waivers and limitations specified in this clause 18 apply regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise.

19. Dispute Resolution

19.1 Proceedings

If any dispute arises in relation to this Agreement (Dispute), including in relation to its interpretation or any aspect of its performance, no party may commence any form of legal proceedings, unless and until the parties have complied with the procedures set out in this clause 19, except where a party seeks urgent interlocutory relief or the dispute relates to compliance with this clause 19.

19.2 Notice of Dispute

If any Dispute arises, either party may give written notice (Notice of Dispute) to the other party claiming that a Dispute has arisen, specifying the nature of the Dispute, and request that a meeting be held between one duly authorised representative of each party within ten (10) Business Days.

19.3 Meetings Between Authorised Representatives

If a party receives a Notice of Dispute from the other party in accordance with clause 19.2, that party, and the party that gave the Notice of Dispute, must cause an authorised representative to attend at the meeting referred to in that notice, which may be held by contemporaneous linking by telephone or live audio visual transmission (or similar).

19.4 Dispute Resolution and Mediation

If the parties have not resolved the Dispute within twenty (20) Business Days of the meeting referred to in clause 19.3 (or such further period as agreed in writing by them), the parties must attempt to resolve the Dispute by participating in a mediation (Mediation), which must be conducted in Brisbane (or as agreed in writing between the parties), in accordance with the RIM Rules by Resolution Institute, except where they conflict with this clause 19 in which case this clause 19 will prevail.

19.5 Appointment of Mediator

If the parties are required by clause 19.4 to mediate the dispute, the parties agree that:
1. Resolution Institute will appoint the mediator unless the parties agree on a mediator (Mediator);
2. the role of the Mediator is to assist in negotiating a resolution of the dispute via the Mediation;
3. the Mediator may not make a decision that is binding on the parties unless the disputing parties otherwise agree in writing;
4. the costs of the Mediator (and of the venue for the Mediation, if there are any such costs) must be paid equally by the disputing parties but otherwise each disputing party must pay their own costs of the Mediation; and
5. if the Dispute is not resolved within twenty (20) Business Days after referral to the Mediator, any disputing party may take legal proceedings to resolve the Dispute.

20. Taxes

20.1 Consideration GST Exclusive

Unless otherwise stated in this Agreement, all Fees are exclusive of and contain no allowance for any GST that the Customer may be obliged to withhold and pay and if payable by Mployr or the Customer will be treated as a debt due by the Customer to Mployr and the Customer must indemnify Mployr and keep Mployr indemnified against any GST claim.

20.2 Payment of GST

If GST is payable by Mployr on any supply made under this Agreement, the Customer must pay to Mployr an amount equal to the GST payable on the supply (in addition to the relevant Fees).

20.3 Tax Invoice

Unless otherwise set out in the Service Order:
1. Mployr must deliver a tax invoice or an adjustment note to the Customer before Mployr is entitled to payment of an amount under this Agreement; and
2. the Customer can withhold payment of the amount until Mployr provides a tax invoice or an adjustment note, as appropriate.

20.4 Adjustment Event

If an adjustment event arises in respect of a taxable supply made by Mployr under this Agreement, the amount payable by the Customer will be recalculated to reflect the adjustment event and a payment will be made by the Customer to Mployr or by Mployr to the Customer as the case requires.

20.5 Reimbursements

Where a party is required under this Agreement to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party will be the sum of:
1. the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party is entitled; and
2. if the payment or reimbursement is subject to GST, an amount equal to that GST.

20.6 Withholding Tax

All Fees under this Agreement are exclusive of and contain no allowance for any withholding tax that the Customer may be obliged to withhold and if payable by Mployr or the Customer will be treated as a debt due by the Customer to Mployr and the Customer must indemnify Mployr and keep Mployr indemnified against any withholding tax or similar tax claim.

21. Changes

21.1 Changes to Terms

Mployr may modify this Agreement and any Mployr Policies from time to time, with effect from the next time you or any End User logs in and accepts these terms (as amended) by clicking “I Agree”.
Where you are the Customer, you will also be bound by any changes to this Agreement and any Mployr Policies upon your receipt of notice in writing by Mployr of those changes, unless Mployr receives from you within ten (10) Business Days after your receipt of Mployr's notice a written notice confirming you reject the changes and wish to terminate this Agreement.
Such written notice from you will be treated as a notice under clause 16.2(a) (Termination for Convenience) and this Agreement will until the end of the notice period provided in that clause continue on foot upon the terms as they were before you received Mployr's written notice.

21.2 Changes to the Mployr Platform

You acknowledge that the Mployr Platform is an online subscription-based product, and that in order to provide improved customer experience or to comply with changes to Laws (or for other reasons relevant to Mployr's business), changes may be made to the Mployr Platform, and Mployr may update the applicable Documentation accordingly.

21.3 Discontinuation

Notwithstanding Mployr's obligation to provide access to the Mployr Platform and Additional Services under relevant Service Orders, any or all of the Mployr Platform, Additional Services and any other product or service of Mployr or any portion or feature of any of the same may be discontinued at any time without liability to you. You agree that Mployr's only liability arising out of having discontinued any features, products or service will be a pro rata refund to the Customer of any sums prepaid for periods after the date of such discontinuation.

22. Mutual Obligations

22.1 Non-Disparagement

The parties each agree to refrain from making any statements, announcements or comments of a defamatory or disparaging nature in circumstances where those views could not reasonably be honestly and genuinely held, to any third party, including on social media, in relation to either party or their personnel except as required to comply with any law.

22.2 Non-Solicitation

Unless by mutual agreement in writing, Mployr and the Customer agree to not (and to not attempt to) solicit or entice each other's staff by employing them directly, or via a third party, either during the term of this Agreement, or for a period of six (6) months after this Agreement is terminated.
In the event that solicitation occurs other than by mutual agreement between Mployr and the Customer, the party responsible will compensate the other party by paying an equivalent of six (6) months gross pay the solicited employee would have had they continued to work for the other party.

23. General Provisions

23.1 Notices

The parties agree that:
1. any notices under this Agreement must be given in writing;
2. Mployr may notify you through the Notification Email Address, your account or in-product notifications;
3. any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing;
4. any notice from:
  1. Mployr to you will be deemed given upon the first Business Day after it has been sent;
  2. you to Mployr will be deemed given upon receipt;
You must provide notices to Mployr by post to Unit 3, Level 1, 4 Kyabra Street, Newstead QLD 4006.

23.2 Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a licence by a government agency (but not including economic hardship, changes in market conditions or insufficiency of funds).

23.3 Assignment

Neither party may, or shall have the power to, assign this Agreement without the prior written consent of the other, except that Mployr may assign its rights and obligations under this Agreement without your approval to an entity which acquires all or substantially all of Mployr's assets.

23.4 Entire Agreement

This Agreement represents the entire agreement between the parties relating to the Mployr Platform and any other subject matter covered by this Agreement, and supersedes all prior or contemporaneous oral or written communications, proposals and representations between the parties with respect to the Mployr Platform or any other subject matter covered by this Agreement. No provision of any purchase order or other business form employed by the Customer will supersede or supplement this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.

23.5 Waivers

No failure or delay by an injured party in exercising any right, power or privilege under this Agreement will operate as a waiver of any of those things, nor will any single or partial exercise of those things preclude any other or further exercise of them or the exercise of any right, power or privilege under this Agreement at law or equity.

23.6 Severance

If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this Agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

23.7 No Merger

Any right or obligation of any party that is expressed to operate or have effect on or after the completion, expiration or termination of this Agreement for any reason, will not merge on the occurrence of that event but will remain in full force and effect.

23.8 Relationship of Parties

Unless otherwise stated:
1. nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between the parties; and
2. no party has the authority to bind any other party by any representation, declaration or admission, or to make any contract or commitment on behalf of any other party or to pledge any other party's credit.

23.9 Governing Law and Jurisdiction

This Agreement is governed by the laws of Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and the courts hearing appeals from them, and waives any right to object to a proceeding being brought in those courts.