Terms of Service

Last updated: July 2021

 

Welcome to Paytools, a companion for payroll professionals to improve efficiency and compliance.

By using our Services, you agree to our Terms, which is a legal agreement. If you are using Paytools for an organisation, you are agreeing on behalf of that organisation.

Acceptance will bind you and all of your employees and any other person you permit to use the Services.  If you do not accept these Terms, you must not use the Services.

1. Definitions

When we say, “Paytools” “we,” “our,” or “us,” we’re referring to Paytools Pty Ltd (ACN 649 663 785) our employees, directors, officers, affiliates, and subsidiaries.

When we say “you” or “your,” we are referring to the person or entity that’s registered with us to use the Paytools Services.

When we say “information” “Personal Information” “Customer Data” “Confidential Information”, we mean all of the different forms of data that you provide us and that we collect from you from your use of the Services, your software, and your devices.

When we say “Terms,” we mean our Terms of Service, which includes our Privacy Policy.

When we say “Websites,” we mean our websites located at paytools.com.au including all subdomains and sites associated with those domains, and other websites that we operate now and in the future.

When we say “Services,” we mean our Websites, Application Programming Interfaces (APIs), applications, our content, and various third-party services that make up Paytools.

2. Free trial and Payment Terms

2.1 The free trial offer entitles new, registered users to a thirty (30) day free trial of the Services. 

2.2 For all plans, you authorise us to charge you according to the plan you choose at the then current plan rate, and any other charges you may incur in connection with your use of the Services, such as taxes, duties, and possible transaction fees.

2.2 For all accounts, there are no refunds or credits for changes to your account or changes to the number of seats in your plan.

2.3 We reserve the right to change service fees upon thirty (30) days notice. Such notice may be provided at any time by posting the changes to Paytools or by email.

2.4 Monthly Plan: A valid credit card is required for you to continue using the Services on a month-to-month basis after the thirty (30) day free trial period ends. The Services are billed in advance on a monthly basis and are non-refundable.

2.5 Yearly Plan: Payment in advance is required to continue using the Services on a yearly basis after the thirty (30) day trial period ends. The Services are billed in advance on a yearly basis and are non-refundable.

2.6 If GST is imposed on a supply that is expressed to be exclusive of GST under this Agreement, you must pay the GST amount with and in addition to the Fees. Paytools will itemise any applicable GST on each tax invoice.

3. Cancellation and Termination

3.1 You are solely responsible for the proper cancellation of your account. You may cancel your account at any time by going to Settings and closing your account. An email or phone request to cancel your account is not considered cancellation. You will not be charged after cancellation. There is no cancellation fee.

3.2 In the event of cancellation or termination your account will be immediately disabled, and your account and information cannot be recovered once the account is closed. 

3.3 We also reserve the right, but do not have any obligation, to refuse service to anyone and close your account(s) without notice for any or no reason at all.

 

4. Passwords and Accounts

4.1 You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to. 

4.2 You agree to notify us immediately of any unauthorised use of your account(s). We’re not responsible for any losses due to stolen or hacked passwords.

4.3 You will not represent that you are any other individual or entity unless such individual or entity has given you written permission to act on their behalf.

 

5. Updates

5.1              Paytools may at its discretion update the Software and Service to incorporate new features, functionality and/or bug fixes, and you acknowledge that such updates may vary the user experience.

5.2               Paytools may change this Terms of Service.  If we make a material change to the Terms of Service, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on our website. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. 

6. Privacy

6.1           Your privacy is very important to us. We are committed to protecting your privacy and that of individuals whose personal information you provide to us. We are subject to and comply with the Applicable Privacy Law.  Our Privacy Policy explains how we manage and protect the privacy of personal information.

6.2           Personal Information collected by us is transferred to our servers as a function of transmission across the Internet.

6.3           Your Personal Information is stored on our servers in Australia. Your Personal Information will be routed through, and stored on, those servers as part of the Service.

6.4           By providing your Personal Information, you consent to us storing your Personal Information on servers hosted in Australia.  While your Personal Information will be stored on servers located in Australia, it will remain within our effective control at all times.  The server host’s role is limited to providing a hosting and storage service to us.  We ensure that our server hosts do not have access to, and use the necessary level of protection for, your Personal Information.

 

7. Warranties, representations, disclaimers and indemnities

7.1        We warrant that:

(a) the Service and the Software does not infringe the Intellectual Property Rights of any third party;

(b) it will comply with its obligations under the Applicable Privacy Law; and

(c) it will use industry standard precautions to prevent the introduction of any virus into your systems, including the use of current virus protection software.

7.2        You agree and acknowledge that subject to and other than as expressly set out in these Terms of Service (and except as otherwise required by law) the Services are made available to you on an “as is” basis and that we make no other representation or warranty as to the reliability, suitability or availability of any of these.  Except to the extent required by any applicable law, we disclaim all warranties, whether express or implied, regarding the Services including, without limitation any and all warranties of merchantability, accuracy, results of use, reliability, security, compatibility with other programs, freedom from spyware, viruses, worms or other malicious code, fitness for purpose, support and non-infringement of third party rights.  Further, we disclaim any warranty that your use of the Services will be uninterrupted or error free.

7.3        We disclaim any warranty that any documents produced, manipulated or managed in any way using the Service will be suitable for your circumstances, legally effective, legally valid or will best protect your legal position.  You should always seek legal advice in connection with and in substitution for reliance on the Service to ensure that your legal position is best protected.

7.4        Without limiting any other clause, our officers, directors and employees will not be liable for personal injury or any indirect, special, incidental, economic, consequential, exemplary or punitive damages of any kind arising out of or related to these Terms of Service and this Agreement, including but not limited to damages for loss of profits or data or the use of or inability to use the Services.

7.5        While we use reasonable endeavours to ensure that all documentation, forms, information and other services provided or facilitated through your use of the Service comply with applicable laws and regulations relating to matters such as (but not limited to) employment laws, superannuation laws and tax laws, we specifically excludes any warranty in that regard.

7.6        Without limiting clauses 7.3 or 7.4, you agree and acknowledge that we expressly exclude any warranty that the Service will facilitate legal compliance with the various legal and regulatory schemes that may apply to you in respect of the activities for which you use the Service.  Without limiting the previous sentence, we exclude any warranty that employee and payroll management, advice and compliance generated by use of the Service complies with and meets all necessary or desirable legal requirements.  You agree and acknowledge that your use of the Service is not intended to be a substitute for you obtaining legal advice from an appropriately qualified practitioner.

7.7        Further, you agree and acknowledge that it shall be and remain your sole responsibility to comply with all laws, regulations and standards regarding the recordal, storage, retrieval and use of data and information and other applicable legal or regulatory compliance activities associated with the services provided or made available through use of the Service, and that this obligation may require you on an ongoing basis to assess whether the Service’s methods of data recordal, storage and retrieval adequately and suitably enable such compliance and/or whether additional or alternative methods and activities are necessary or preferable.

7.8        You agree and acknowledge that the Service cannot be guaranteed safe from corruption or access through malicious third party hacking or similar activities.

7.9        If any statute or other law (including the Australian Consumer Law) implies terms into these Terms of Service which cannot be lawfully excluded, such terms will apply to these Terms of Service, except that, to the extent permissible at law, the liability of our breach of any such implied term will be limited, at the option of us to any one or more of the following:

(a) the replacement of goods to which the breach relates or the supply of equivalent goods;

(b) the repair of such goods;

(c)  the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(d) the payment of the cost of having the goods repaired.

7.10     Except as expressly provided to the contrary in these Terms of Service, Paytools (including its directors) will not be liable to you or any other person for any loss or damage, including special, indirect or consequential damages (such as loss of profits) arising out of a breach of these Terms of Service or arising out of the supply of the Services.

7.11     You acknowledge that you have exercised your independent judgment in selecting the Service and have not relied on any representation made by Paytools which has not been stated expressly in these Terms of Service.

7.12     You agree to indemnify Paytools, its officers, agents and employees against any loss or damage occasioned to them as a result of any breach by you of the terms and conditions of these Terms of Service.

7.13  Subject to the limitations in clause 7.10 Paytools agrees to indemnify you against loss or damage occasioned to you as a result of any claim brought against you by a third party whereby it is established that your use of the Service or Software has resulted in:

(a) an infringement of third party’s Intellectual Property Rights; or

(b)  a breach of the Applicable Privacy Law.

7.14  To the fullest extent permitted by law, the total aggregate liability of Paytools to you for any breach of these Terms of Service or other liability will be limited to the total Fees paid by you to Paytools during the previous 12 month period except in respect of a claim in relation to the matters set out in 7.13, which shall not be so limited.

8. Intellectual Property Rights

8.1        You acknowledge that title in and all Intellectual Property Rights relating to the the Service (including any modifications, enhancements, or upgrades made to the Service) whether or not as a result of any suggestion, ideas, enhancement requests, feedback or recommendations provided by you, vest in and are owned by Paytools and or its third party service providers as applicable.  No ownership rights are assigned to you by this Agreement.

8.2        The Software, the Service and any accompanying documentation (including documentation in electronic format) are the subject of copyright.  You must not during or any time after the expiry or termination of these Terms of Service do or permit any act which infringes that copyright, and, without limiting the generality of the foregoing, you acknowledge that you may not copy the Service except as otherwise expressly authorised or acknowledged under these Terms of Service.

8.3        You license Paytools to use any information provided by you through your use of the Service, for the purposes of Paytools providing the Service to you. 

8.4           You undertake to not copy, reproduce, translate, adapt, vary or modify the Service (or any related documentation provided by Paytools, whether online or otherwise associated with the Service) without the express consent of Paytools, except as expressly authorised by these Terms of Service or Pt III Div 4A of the Copyright Act 1968 (Cth);

9. Confidentiality

9.1        A Party must not, without the prior written approval of the other Party, disclose or use the other Party’s Confidential Information.

9.2        A Party will not be in breach of clause 9.1  in circumstances where it is legally compelled to disclose the other Party’s Confidential Information.

9.3        Each Party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement do not make public or disclose the other Party’s Confidential Information.

9.4        Notwithstanding any other provision of this clause 9 the Parties may disclose the terms of this Agreement (other than Confidential Information of a technical nature) to their related companies, solicitors, auditors, insurers and accountants and then only to the extent that those Parties have a need to know.

9.5        This clause 9 will survive the termination of this Agreement.

10. Customer Data

10.1        Paytools acknowledges that any of your Customer Data which is stored by the Service remains your property and that you own all Intellectual Property Rights therein.

10.2        Subject to clause 10.3 Paytools agrees to retain a backup copy of any of your Customer Data which is stored by it or on its behalf pursuant to these Terms of Service.

10.3        You acknowledge and agree that:

(a) Customer Data will be stored on servers operated by Paytools’s third party service providers;

(b) you will not be permitted to access any Customer Data stored by or on behalf of Paytools after the expiry or termination of this Agreement;

(c) you delete any Customer Data from any system at its own risk;

(d) at any time after the expiration or termination of this Agreement Paytools will delete any Customer Data stored by it or on its behalf pursuant to this Agreement; and

10.4        Nothing in this clause 10 is intended to limit any right you have under the Applicable Privacy Law.

11. Security

11.1        Paytools will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Paytools personnel except:

(a) to provide the Services and prevent or address service or technical problems,

(b) as compelled by law, or

(c)  as you expressly permit in writing.

11.2        You agree to comply with any directions relating to the security of the Service which are given by Paytools from time to time.

11.3        You acknowledge that:

(a) the Internet is an inherently insecure medium and that no data transmission over the Internet can be guaranteed as totally secure; and

(b) any Customer Data is transmitted to Paytools over the Internet at your own risk.

12. Waiver

Failure or neglect by either party to enforce at any time any of the provisions of these Terms of Service will not be construed or deemed to be a waiver of that party’s rights under these Terms of Service.

13. Severance

If any provision of these Terms of Service is held invalid, unenforceable, or illegal for any reason the licence agreement shall remain otherwise in full force apart from such provisions, which shall be deemed deleted.

14. Survival

Those clauses capable of surviving the termination of these Terms of Service shall do so.

15. Governing law

This licence agreement will be governed by and construed according to the laws of the State of Victoria, Australia and the parties submit to the exclusive jurisdiction of the Courts in that territory.

16. Entire Agreement

These Terms of Service together with any document referred to herein constitute the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.