{"id":56415,"date":"2026-04-03T07:21:14","date_gmt":"2026-04-03T07:21:14","guid":{"rendered":"https:\/\/employmenthero.com\/nz\/legals\/heroforce-terms-2\/"},"modified":"2026-05-11T23:30:06","modified_gmt":"2026-05-11T23:30:06","slug":"heroforce-terms-2","status":"publish","type":"legals","link":"https:\/\/employmenthero.com\/nz\/legals\/heroforce-terms-2\/","title":{"rendered":"HeroForce Terms and Solution Pathway"},"content":{"rendered":"\n

HeroForce Terms and Solution Pathway<\/h1><\/div>\n\n\n\n
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HeroForce \u2013 Feature Specific Terms<\/h2>\n\n\n\n

1. Welcome to HeroForce!<\/h3>\n\n\n\n
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  1. Your use of HeroForce is governed by these HeroForce Terms \u2013 Feature Specific Terms (HeroForce Terms<\/strong>), together with the applicable Service Pathway Terms, any agreed HeroForce Worker Schedules and our 91爆料 Platform Terms and Conditions (the General Terms<\/a>), which are required to be accepted electronically before you can use HeroForce. 
    Collectively, the documents form the Agreement between us and by signing a Proposal or accepting an Employment Contract for a HeroForce Worker, you agree to be bound by the entire Agreement.
    HeroForce is only available in the EH Platform and may require an 91爆料 Subscription access. That account and the EH Platform are subject to specific terms and conditions, including the General Terms, which continue to apply.<\/li>\n\n\n\n
  2. If there\u2019s a conflict between terms, we follow this order:\n
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    1. HeroForce Proposal; <\/li>\n\n\n\n
    2. HeroForce Worker Schedule;<\/li>\n\n\n\n
    3. Service Pathway Terms; <\/li>\n\n\n\n
    4. these HeroForce Terms; and <\/li>\n\n\n\n
    5. our General Terms. <\/li>\n<\/ol>\n<\/li>\n\n\n\n
    6. If you have an existing Customer Agreement for our EH platform, products or services, that agreement remains in place, but any active HeroForce Proposal takes priority for all HeroForce-specific matters.<\/li>\n<\/ol>\n\n\n\n

      2. How we work together<\/h3>\n\n\n\n
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      1. These HeroForce Terms act as a framework. They set out the master rules under which EH (or our Nominee) provides HeroForce Services to you.<\/li>\n\n\n\n
      2. To start using HeroForce:\n
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        1. you must execute a HeroForce Proposal. By signing the HeroForce Proposal, you accept these HeroForce Terms and the specific Service Pathway Terms identified in your HeroForce Proposal. By doing so, you also warrant that you are an authorised user with the express legal authority to bind the Organisation to this Agreement; <\/li>\n\n\n\n
        2. When you request to hire someone, in the case of a Global (EOR) hire, EH will issue an HeroForce Worker Schedule (often as part of a HeroForce Proposal), which is activated on the date you electronically accept it through the EH Platform. Upon activation, a separate binding contract is formed for that specific HeroForce Worker.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
        3. The rules in these HeroForce Terms apply to every HeroForce Worker Schedule as if they were written into that schedule in full.<\/li>\n\n\n\n
        4. You agree to re-acknowledge your active Service Pathway Terms every 12 months to ensure you stay current with global employment risks.<\/li>\n\n\n\n
        5. EH is entitled to rely on any acceptance or instruction provided through your EH Platform account as being the authorised act of the Organisation.<\/li>\n\n\n\n
        6. For each specific hire:\n
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          1. References to “EH” mean the specific EH entity named in the HeroForce Proposal, or HeroForce Worker Schedule; and<\/li>\n\n\n\n
          2. References to the “Organisation” or \u201cyou\u201d  mean the specific legal entity of yours named in the HeroForce Proposal.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
          3. As our technology evolves, we might update the format or the way we agree on HeroForce Worker Schedules or Employment Contracts. We\u2019ll notify you of these changes via the Platform, and those updates will become part of our framework.<\/li>\n<\/ol>\n\n\n\n

            3. Your Contracting Partner<\/h3>\n\n\n\n
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            1. In these HeroForce Terms:\n
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              1. when we say \u201891爆料\u2019, \u2018EH\u2019, \u2018us\u2019, \u2018our\u2019, or \u2018we\u2019, we\u2019re referring to Remote Hero Australia Ltd and its affiliates<\/a> (EH Entities<\/strong>); and<\/li>\n\n\n\n
              2. when we say \u2018Customer\u2019, \u2018Organisation\u2019 or \u2018you\u2019, the legal entity identified in the HeroForce Proposal or EH Platform account. By using the services, you agree that:\n
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                1. any individual who accesses the EH Platform under your account is an \u201cAuthorised User\u201d;<\/li>\n\n\n\n
                2. EH is entitled to rely on any instructions, data, or approvals provided by an Authorised User as being the authorised acts of the Organisation; and<\/li>\n\n\n\n
                3. the individual accepting these terms warrants they have the express legal authority to bind the Organisation to all financial and employment obligations.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                4. For each specific HeroForce Worker, you are contracting directly with the EH Entity named in the applicable HeroForce Worker Schedule and HeroForce Proposal to deliver HeroForce Services in the Territory. This can change depending on the Territory you are hiring in. <\/li>\n\n\n\n
                5. From time to time, we may use a Nominee to help deliver the services. We remain responsible for the actions of our Nominees as if they were our own.<\/li>\n\n\n\n
                6. We may change or substitute a Nominee at any time to ensure the continuous delivery of HeroForce Services by giving reasonable written notice to you. If we swap a Nominee, we will work together to manage the transition of the HeroForce Worker\u2019s employment records and payroll to the new entity. This change does not terminate your existing HeroForce Proposal, active HeroForce Worker Schedules or these HeroForce Terms, and we remain responsible for the HeroForce Services provided by the new Nominee.<\/li>\n<\/ol>\n\n\n\n

                  4. What we do (and don’t do)<\/h3>\n\n\n\n
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                  1. We provide payroll, tax withholding and statutory filling services required to facilitate the employment of HeroForce Workers. This includes processing wages, withholding mandatory taxes, and managing statutory filings in the Territory. We perform these Services in strict accordance with Your instructions and the information you provide to us.<\/li>\n\n\n\n
                  2. We do not provide legal (including employment law), tax, or accounting advice. We provide general guidance on HR best practices, but this is not a substitute for legal advice. You are responsible for obtaining your own professional advice regarding the commercial, tax, employment law, and legal implications of using HeroForce Services for your specific business needs.<\/li>\n\n\n\n
                  3. We do not warrant that the salary or benefits you choose are competitive with your specific industry market rates.<\/li>\n\n\n\n
                  4. We provide the “infrastructure” for employment, but you are the operational manager. You are solely responsible for the daily direction, output, and quality of work produced by HeroForce Workers.<\/li>\n\n\n\n
                  5. HeroForce Workers are not authorised to act as agents for EH. They cannot sign contracts, make legal representations, or bind the EH Group to any obligations.<\/li>\n<\/ol>\n\n\n\n

                    5. What you do (and can\u2019t do)<\/h3>\n\n\n\n
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                    1. Organisation Duties<\/strong>\n
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                      1. You must provide EH with the terms and conditions of employment of each HeroForce Worker, including the rate of pay, start and end dates, job title, position description, a description of their duties, work location and hours of work (Worker\u2019s Details<\/strong>). <\/li>\n\n\n\n
                      2. You must ensure that all information you provide to us in relation to the Worker\u2019s Details is (and remains) accurate, complete and provided to us in a timely manner. Because we rely on this information to provide our compliance support, you must notify us within 48 hours of any change to a HeroForce Worker\u2019s duties, seniority, or physical work location. We are not responsible for compliance errors, underpayments, or penalties caused by your delay in providing this information. <\/li>\n\n\n\n
                      3. You must provide EH with all data required to run payroll accurately and on time, including hours worked, overtime, bonuses, and leave requests. You are responsible for notifying us if HeroForce Workers are working beyond their guaranteed hours. We rely entirely on the accuracy of the data you provide.<\/li>\n\n\n\n
                      4. You are responsible for giving HeroForce Workers the tools they need to do their jobs (like laptops and equipment) and recovering this when their employment ends. You must ensure your internal policies (e.g., IT Usage) are provided to the worker and comply with local laws.<\/li>\n\n\n\n
                      5. You must follow all local employment and safety laws in respect of the HeroForce Workers, including but not limited to fair employment practices, anti-discrimination and anti-modern slavery Laws.<\/li>\n\n\n\n
                      6. You must do all things as may be reasonably required by applicable law and regulation in order to carry on your business in the applicable Territories.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                      7. Hiring & Sourcing<\/strong>\n
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                        1. You are solely responsible for sourcing your own candidates. Whether you use an EH Product or Service (including AI-enabled sourcing or matching tools) or your own methods, you are responsible for:\n
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                          1. all vetting, background checks, and verifying the candidate’s fitness for the role;<\/li>\n\n\n\n
                          2. ensuring the candidate has the legal right to work in the Territory; and<\/li>\n\n\n\n
                          3. ensuring your hiring practices (including interviews and offers) comply with the Laws of the Territory.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                          4. To the extent you use any EH-provided AI or automated tools for recruitment, you acknowledge and agree that you are the deployer of the tool and you must:\n
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                            1. configure any scoring rubric using criteria that are genuinely job-relevant and not discriminate, directly or by proxy, on the basis of any characteristic protected under applicable Law;<\/li>\n\n\n\n
                            2. notify candidates, before or at the point of assessment, that AI is used in your recruitment process and how it influences their evaluation;<\/li>\n\n\n\n
                            3. ensure a qualified person reviews any AI-generated outputs before a recruitment decision is communicated to a candidate. You must not use AI outputs as the sole basis for a recruitment decision;<\/li>\n\n\n\n
                            4. action any candidate request for human review of an AI-based assessment before progressing or closing their application; and<\/li>\n\n\n\n
                            5. ensure that any person in your organisation who uses or acts on AI outputs has sufficient understanding of the functionality and limitations of the features to exercise meaningful oversight.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                            6. EH\u2019s involvement is limited to the administrative act of issuing an Employment Contract and supplementary policies. You are solely liable for any claims arising from the recruitment process, including:\n
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                              1. allegations of discrimination, bias, or unfair hiring practices during the candidate stage;<\/li>\n\n\n\n
                              2. any promises, or representations made to the candidate regarding pay or benefits; and<\/li>\n\n\n\n
                              3. any costs or damages arising from your decision to rescind an offer before an Employment Contract is activated.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                              4. Management & Performance Duties<\/strong>\n
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                                1. You have exclusive responsibility for the day-to-day direction, supervision, and work output of HeroForce Workers. This includes setting tasks and deadlines, monitoring work quality and ensuring the worker follows your internal business policies.<\/li>\n\n\n\n
                                2. You are responsible for the ongoing management of HeroForce Workers, <\/strong>including <\/strong>providing regular feedback and identifying any conduct or performance issues immediately. <\/strong>You must not ignore employment relationship issues or informally terminate a worker. Because we are the Primary Employer, any hidden<\/strong> performance or conduct issues you fail to document create a legal liability for us. If you fail to document and report performance or conduct issues as required by this clause, you acknowledge that EH may be unable to lawfully terminate the HeroForce Worker and you will be solely liable for all costs arising from any resulting claim, including dismissal compensation.<\/li>\n\n\n\n
                                3. You must not make any legal representations to a HeroForce Worker regarding the terms of their Employment Contract, and you have no authority to vary those terms or promise pay increases without written confirmation from EH.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                4. Duty to Manage & Report<\/strong>\n
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                                  1. You must notify us in writing within 24 hours of becoming aware of any misconduct, significant performance gap, or any incident that may lead to disciplinary action.<\/li>\n\n\n\n
                                  2. Before EH initiates any formal process, disciplinary action or warning, you must provide all supporting evidence, including internal logs, relevant email\/Slack correspondence, and copies of any prior informal feedback given to the HeroForce Worker.<\/li>\n\n\n\n
                                  3. As we are the Primary Employer, you must not conduct any formal process, disciplinary, grievance, or performance-related meeting with a HeroForce Worker without an EH representative (or our Nominee) present. Any formal meeting held without our presence is a material breach of these HeroForce Terms, and we reserve the right to disregard any evidence or outcomes from such meetings and are not bound by any commitments made during them.<\/li>\n\n\n\n
                                  4. You must ensure that the HeroForce Worker\u2019s direct supervisor (or a suitable management representative) is available to attend all formal disciplinary, grievance, or performance meetings. EH (or its Nominee) acts as the procedural lead, but you are responsible for providing the factual evidence during the meeting.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                  5. Termination Plan<\/strong>\n
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                                    1. If you propose to terminate a HeroForce Worker, you must provide EH with a Proposed Termination Notice before communicating with the worker.<\/li>\n\n\n\n
                                    2. You must provide this notice:\n
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                                      1. as soon as practical for “Serious Misconduct”; or <\/li>\n\n\n\n
                                      2. at least 14 days prior for any other reason (e.g., performance or redundancy).<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                      3. EH will provide a Termination Plan outlining the legal steps, timelines, and required communications. You must strictly follow the Termination Plan. You acknowledge that EH may require a longer notice period or a different process than you proposed to ensure compliance with Law in the Territory.<\/li>\n\n\n\n
                                      4. If you fail to follow the Termination Plan or take any action to terminate a HeroForce Worker outside this process, you indemnify EH for all resulting claims of wrongful or unfair dismissal, breach of statutory employment protections or any other unauthorised termination of a worker.<\/li>\n\n\n\n
                                      5. You are responsible for all costs arising from a termination, including notice pay, redundancy\/severance, and accrued leave. You must continue to pay Management Fees until the termination process is legally complete. <\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                      6. Restrictions on HeroForce Workers<\/strong>\n
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                                        1. You must not instruct or induce a HeroForce Worker to:\n
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                                          1. breach their Employment Contract; <\/li>\n\n\n\n
                                          2. contravene any local laws; or <\/li>\n\n\n\n
                                          3. perform work outside the authorised Territory for a duration that impacts their tax or legal status.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                          4. To ensure the safety of HeroForce Workers, you must not, without our prior written consent or explicit inclusion in the HeroForce Proposal, require a HeroForce Worker to:\n
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                                            1. Handle cash (excluding that which is incidental to their role and valued under AUD$500), negotiable instruments, or high-value portable asset;<\/li>\n\n\n\n
                                            2. Operate heavy machinery, industrial vehicles, or aircraft;<\/li>\n\n\n\n
                                            3. Engage in high-risk physical labor, including working at heights, in confined spaces, or with hazardous chemicals not disclosed in the HeroForce Proposal; <\/li>\n\n\n\n
                                            4. Sign legal documents, enter into binding contracts, or make financial commitments on behalf of the EH Group; or<\/li>\n\n\n\n
                                            5. Engage in any act that is illegal, fraudulent, or in violation of applicable local, state, or federal laws and regulations, (together, Prohibited Activities<\/strong>).<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                            6. If you direct a HeroForce Worker to engage in a Prohibited Activity without our prior written consent you assume all liability for any resulting loss, damages, or injury.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n\n\n\n

                                              6. Fees, Funding and Payment Protocols<\/h3>\n\n\n\n
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                                              1. Fees <\/strong>\n
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                                                1. You agree to pay the following fees as specified in each HeroForce <\/strong>Proposal or, where applicable, HeroForce Worker Schedule:\n
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                                                  1. The TCOE, being all gross wages, bonuses, commissions, expenses, and allowances, plus all mandatory employer-side social contributions, taxes, insurances, and pension\/superannuation required in the Territory, and any other statutory or regulatory costs incurred by EH as a direct result of the HeroForce Worker’s employment;<\/li>\n\n\n\n
                                                  2. The recurring Management Fee for the provision of HeroForce Services; plus<\/li>\n\n\n\n
                                                  3. Any additional operational fees, such as trade credit insurance premiums (where applicable) and bank charges, incurred on your behalf.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                  4. Management Fees are set out in your HeroForce Proposal. <\/li>\n\n\n\n
                                                  5. We may also apply additional operational fees (e.g., for entity\/currency changes or retroactive adjustments) as specified in the Fee Schedule<\/a>. <\/li>\n\n\n\n
                                                  6. If you are using the Global Service Pathway and a HeroForce Worker is terminated at your discretion (excluding resignations) within 6 months of their start date, an Early Termination Fee applies as set out in the Fee Schedule<\/a>.This fee is intended to recover the unamortised costs of international recruitment, onboarding, and territory-specific setup performed by EH. <\/li>\n\n\n\n
                                                  7. All fees are exclusive of sales taxes (e.g., GST or VAT). If sales tax is applicable to any supply under this Agreement, you must pay an additional amount equal to that tax.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                  8. Payment Method<\/strong>\n
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                                                    1. To ensure the real-time processing of payroll and statutory contributions, pre-authorised electronic funds transfer (e.g. Direct Debit, ACH or PAD, depending on the Territory) is the standard payment method for the Agreement. <\/li>\n\n\n\n
                                                    2. You must execute all required authorisation forms, mandates, or digital consents (the Authorisation<\/strong>) via the EH Platform as part of your HeroForce onboarding. We will not activate any Employment Contract or process any payroll until the Authorisation is verified. <\/li>\n\n\n\n
                                                    3. By using any payment method, providing payment information to us and\/or signing any Authorisations, you represent and warrant that you are the owner or authorised representative of the owner of the bank account or payment method account you use to send or receive payments, and that you are legally authorised to send or receive payments using such accounts.<\/li>\n\n\n\n
                                                    4. You must ensure that the nominated bank account contains cleared and sufficient funds to meet all scheduled draws.<\/li>\n\n\n\n
                                                    5. Where we determine that pre-authorised EFT is not technically available in a Territory or for your specific bank, or where it is otherwise agreed between us, EH may permit payment via manual electronic funds transfer (EFT<\/strong>).<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                    6. Collection Protocol<\/strong>\n
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                                                      1. For each payroll cycle, EH will issue an invoice (the Payment Notice<\/strong>) prior to the scheduled disbursement date For Local Service Pathways, this will typically occur at least 2 business days prior to the disbursement date. For Global Service Pathways, this will occur at least 7 business days prior. <\/li>\n\n\n\n
                                                      2. You must ensure EH receives cleared funds in full on or before the Due Date. Where the Due Date falls on a weekend or public holiday in the Territory, cleared funds must be received on the immediately preceding business day. Any delay in EH receiving cleared funds due to banking delays is your sole responsibility and may trigger the Dishonours and Late Payment provisions in clause 6.5.<\/li>\n\n\n\n
                                                      3. Where applicable, EH will automatically draw the total amount specified in the Payment Notice on the Due Date. You must ensure the nominated account contains sufficient cleared funds for the draw. Where EH has approved manual EFT, invoices must be paid in full as cleared funds on or before the Due Date.<\/li>\n\n\n\n
                                                      4. You must ensure all payments are received by EH free of any bank or financial institution charges.  You are responsible for all international transfer fees, correspondent bank charges, or currency conversion fees. If EH incurs such fees, we may add them to your next payment notice or deduct them from the Security Deposit.<\/li>\n\n\n\n
                                                      5. Where an Organisation requests a Special Disbursement payment to a HeroForce Worker, EH may require pre-funding of the amount(s). EH is under no obligation to disburse any Special Disbursement until cleared funds have been received in full from the Organisation. Any delay in payment to a HeroForce Worker caused by your failure to pre-fund a Special Disbursement is your sole liability.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                      6. Invoice Disputes <\/strong>\n
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                                                        1. If you dispute any part of an invoice, you must still pay the full invoiced amount by the Due Date. This is essential to ensure workers and tax authorities are paid without delay. Failure to pay a disputed invoice does not constitute a valid reason to withhold payment, and EH may exercise its suspension and termination rights regardless of any outstanding dispute.<\/li>\n\n\n\n
                                                        2. We will investigate good-faith disputes raised via EH Support within 10 business days. If the dispute is upheld, we will issue a credit note against your next invoice. Credit balances will be applied to any outstanding amounts on your account prior to the issuance of a refund.<\/li>\n\n\n\n
                                                        3. This protocol is necessary to ensure that HeroForce Workers\u2019 wages and statutory contributions are funded and disbursed without delay, regardless of administrative or commercial queries.<\/strong><\/li>\n\n\n\n
                                                        4. You must raise any dispute within 14 days of the relevant Payment Notice or invoice date. Disputes raised outside this window may not be accepted.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                        5. Dishonours and Late Payment<\/strong>\n
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                                                          1. If a payment draw is unsuccessful (a Dishonour<\/strong>) or an EFT payment is late, for any reason:\n
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                                                            1. You must pay a Dishonour Fee and the Payroll Advance Fee, as set out in the Fee Schedule<\/a>;<\/li>\n\n\n\n
                                                            2. You must provide cleared funds via an alternative method (as directed by EH) within 24 hours; <\/li>\n\n\n\n
                                                            3. If EH uses its own funds to pay HeroForce Workers or statutory authorities during the default period, you shall be liable for a Dishonour\/Late Payment Fee on all funds provided by EH until such time as EH is fully reimbursed; and\/or<\/li>\n\n\n\n
                                                            4. EH may immediately suspend HeroForce Services.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                            5. You acknowledge that the Dishonour Fee and Payroll Advance Fee are liquidated damages and not a penalty. These fees reflect the high administrative cost of manual payroll intervention, the cost of EH using its own working capital, and the regulatory risk assumed by EH when statutory payments are delayed due to your default.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                            6. Default & Suspension <\/strong>\n
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                                                              1. A Dishonour or failure to fund the Security Deposit, or a failure to pay a manual EFT invoice by the Due Date is a material breach of this Agreement.  <\/li>\n\n\n\n
                                                              2. If a Dishonour occurs or an invoice remains unpaid (regardless of whether a dispute has been raised under clause 6.4), EH may:\n
                                                                  \n
                                                                1. Immediately cease the rostering or assignment of all casual and temporary HeroForce Workers across your entire Organisation;<\/li>\n\n\n\n
                                                                2. Instruct any and all permanent HeroForce Workers to cease work immediately; and\/or<\/li>\n\n\n\n
                                                                3. Apply the Security Deposit to satisfy any unpaid statutory or wage obligations.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                4. If the default is not cured within 48 hours of the Due Date, EH may, in its absolute discretion and without further notice:\n
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                                                                  1. Terminate the Agreement and\/or any specific Employment Contracts; and<\/li>\n\n\n\n
                                                                  2. Commencing the legal process for the permanent offboarding, redundancy, or termination of the HeroForce Workers in the Territory.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                  3. If EH suspends the HeroForce Services due to your default, you remain liable for all Fees and TCOE (including Management Fees and statutory accruals) that continue to incur during the period of suspension. Suspension does not alleviate your obligation to fund the Worker\u2019s salary or statutory entitlements as the legal employer of record.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                  4. Security Deposit <\/strong>\n
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                                                                    1. You must pay the Security Deposit specified in the HeroForce Proposal. EH holds this amount as general security for the due and punctual performance of all of your obligations under this Agreement.<\/li>\n\n\n\n
                                                                    2. We may, at our discretion, waive or reduce the Security Deposit for a purely casual or temporary workforce where we determine that our financial exposure is sufficiently limited by our rights under clause 6.5.<\/li>\n\n\n\n
                                                                    3. We may, at our absolute discretion and without prior notice, apply all or any part of the Security Deposit to satisfy any amount payable by you that is not paid by the Due Date (including but not limited to TCOE, Management Fees, or statutory accruals).<\/li>\n\n\n\n
                                                                    4. If we apply any part of the Security Deposit, you must, within 7 business days of a request by EH, pay such further amount as is necessary to restore the Security Deposit to its original required balance.<\/li>\n\n\n\n
                                                                    5. We may increase the required Security Deposit at any time on 7 days’ written notice to you, to reflect increases in headcount, salary levels, statutory workers\u2019 compensation premiums, accrued entitlements (including severance or end-of-service gratifications), or your overall financial risk profile.<\/li>\n\n\n\n
                                                                    6. We may use the Security Deposit in conjunction with any trade credit insurance or risk mitigation structures EH maintains. The existence of such structures does not relieve you of your payment obligations.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                    7. Foreign Exchange (FX)<\/strong>\n
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                                                                      1. FX transactions are processed at the prevailing market rate at the time of a draw. <\/li>\n\n\n\n
                                                                      2. We apply a FX Handling Margin as specified in the Fee Schedule<\/a>. We are not liable for “FX slippage” (fluctuations between the date of the Payment Notice or invoice and the date of currency conversion).<\/li>\n\n\n\n
                                                                      3. Where we use a Nominee, their specific FX rates may be passed through to you directly without an additional EH margin.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                      4. Fee Review<\/strong>\n
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                                                                        1. No more than once per year (after the first anniversary), we may increase the Management Fees by giving 30 days\u2019 notice to you, by the greater of:\n
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                                                                          1. the local Consumer Price Index (CPI); or <\/li>\n\n\n\n
                                                                          2. 5%.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                          3. Any request to change the billing entity, currency, or payment terms after execution of an Employment Contract will require 30 days advance notice, is subject to EH’s approval, and will incur an Administrative Change Fee as set out in the Fee Schedule<\/a>.<\/li>\n\n\n\n
                                                                          4. We may update the Fee Schedule<\/a> by providing you with 30 days’ notice. If the increase is reasonably considered to be material, you may choose to stop using the affected Service Pathway by giving us written notice before the new fees take effect. If you have active HeroForce Workers, you must first complete the offboarding process or transition them to a different service in accordance with the Agreement. Notwithstanding the notice period above, changes to TCOE estimates, statutory taxes, government levies, or third-party pass-through costs (such as mandatory insurance premiums or pension hikes) may be applied immediately to reflect the actual cost to EH, as these are determined by external authorities and not by EH.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n\n\n\n

                                                                            Term & Termination<\/strong><\/p>\n\n\n\n

                                                                            7. Term and Termination<\/h3>\n\n\n\n
                                                                              \n
                                                                            1. Term<\/strong><\/li>\n\n\n\n
                                                                            2. This Agreement begins on the date you execute a HeroForce Proposal and continues until terminated in accordance with the HeroForce Terms. <\/li>\n\n\n\n
                                                                            3. A HeroForce Worker Schedule and\/or an Employment Contract becomes binding upon your manual or digital acceptance. It remains in effect until the end date specified in the document, or until it is terminated under the terms of this Agreement. <\/li>\n\n\n\n
                                                                            4. Termination for Convenience <\/strong>\n
                                                                                \n
                                                                              1. Either party may terminate these HeroForce Terms on 30 days\u2019 written notice to the other party if:\n
                                                                                  \n
                                                                                1. no Employment Contracts remain on foot; and <\/li>\n\n\n\n
                                                                                2. each party has fulfilled its material outstanding obligations under this agreement. 
                                                                                  For the avoidance of doubt, this may include following the procedure for termination of all Employment Contracts with HeroForce Workers in accordance with the Agreement. <\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                                3. A HeroForce Worker Schedule will automatically terminate when:\n
                                                                                    \n
                                                                                  1. the Employment Contract for the HeroForce Workers employed under that HeroForce Worker Schedule has been terminated; and<\/li>\n\n\n\n
                                                                                  2. each party has fulfilled its material outstanding obligations under that HeroForce Worker Schedule. 
                                                                                    For the avoidance of doubt, this may include following the procedure for termination of all Employment Contracts with HeroForce Workers in accordance with the Agreement. <\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n\n\n\n
                                                                                      \n
                                                                                    1. Termination for Cause<\/strong>\n
                                                                                        \n
                                                                                      1. Either party may terminate the Agreement or any HeroForce Worker Schedule or Employment Contract with immediate effect by written notice if the other party:\n
                                                                                          \n
                                                                                        1. Commits a material breach of the Agreement that is incapable of remedy, or fails to remedy a remediable breach within 7 days of notice;<\/li>\n\n\n\n
                                                                                        2. Suffers an Insolvency Event (including voluntary administration, liquidation, or the appointment of a receiver); <\/li>\n\n\n\n
                                                                                        3. Commits an act of fraud, dishonesty, or engages in unlawful business practices that bring the other party into material disrepute; or<\/li>\n\n\n\n
                                                                                        4. (For EH) loses a mandatory Labour Hire License or regulatory permit required to provide the services in the Territory.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                                        5. EH may terminate the Agreement or any HeroForce Worker Schedule or Employment Contract  with immediate effect if:\n
                                                                                            \n
                                                                                          1. A Payment Notice or Security Deposit remains unfunded for 48 hours following the draw date (per clause 6.5); or<\/li>\n\n\n\n
                                                                                          2. You fail to rectify a documented physical or psychosocial safety hazard identified by EH within the timeframe directed by EH.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                                          3. Transfer of HeroForce Workers<\/strong>\n
                                                                                              \n
                                                                                            1. If EH terminates a HeroForce Worker Schedule or Employment Contract for cause (including non-payment under clause 6.5), we may, in our absolute discretion:\n
                                                                                                \n
                                                                                              1. Require you to immediately effect the transfer of the HeroForce Worker to your own entity or a nominated third party; or <\/li>\n\n\n\n
                                                                                              2. Terminate the worker for reason of redundancy.<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                                              3. In either case under clause 7.6, the Organisation is solely responsible for all costs required to lawfully offboard the HeroForce Worker. This includes, but is not limited to:\n
                                                                                                  \n
                                                                                                1. mandatory notice periods (or pay in lieu of notice);<\/li>\n\n\n\n
                                                                                                2. redundancy, severance, or “end-of-service” gratuities required by Law in the Territory;<\/li>\n\n\n\n
                                                                                                3. accrued but untaken annual leave; and<\/li>\n\n\n\n
                                                                                                4. any statutory penalties or late fees arising from the Organisation’s failure to provide termination instructions or funding in a timely manner.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                                                5. Effect of Termination <\/strong>\n
                                                                                                    \n
                                                                                                  1. All accrued rights to payment remain enforceable.<\/li>\n\n\n\n
                                                                                                  2. EH may retain records of the HeroForce Workers as required by Law in the Territory, notwithstanding the termination of your access to the Platform (if applicable).<\/li>\n\n\n\n
                                                                                                  3. For clarity, notwithstanding the reason for termination, you remain liable for all TCOE incurred up to the date of a HeroForce Worker\u2019s transfer or termination.<\/li>\n\n\n\n
                                                                                                  4. Termination of an HeroForce Worker Schedule or Employment Contract does not automatically terminate any rights or obligations of a party under this agreement nor does it automatically terminate this agreement or any other HeroForce Worker Schedule or Employment Contract. <\/li>\n<\/ol>\n<\/li>\n<\/ol>\n\n\n\n

                                                                                                    8. Liability & Indemnity<\/h3>\n\n\n\n
                                                                                                      \n
                                                                                                    1. Customer Indemnity<\/strong>\n
                                                                                                        \n
                                                                                                      1. Since you have exclusive control over a HeroForce Worker’s daily tasks, safety, and conduct, you are responsible for their work output and behaviour.<\/li>\n\n\n\n
                                                                                                      2. You indemnify EH, each EH Entity and our Nominees, and their respective directors and offices, against any losses, claims, damages or fines arising from:\n
                                                                                                          \n
                                                                                                        1. a breach of the Agreement by you;<\/li>\n\n\n\n
                                                                                                        2. claims or demands brought by HeroForce Workers (or on their behalf) against EH, an EH Entity or its Nominee as the employer arising out of:\n
                                                                                                            \n
                                                                                                          1. their employment and \/ or any management issues to the extent that you are not following directions provided by EH or its Nominee; or<\/li>\n\n\n\n
                                                                                                          2. the Employment Contract or its termination; <\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                                                          3. a HeroForce Worker\u2019s acts (including data breaches or negligence) while under your direction and supervision; <\/li>\n\n\n\n
                                                                                                          4. any personal injury, death, or property damage suffered or caused by a HeroForce Worker while performing work under your direction or supervision; <\/li>\n\n\n\n
                                                                                                          5. any claims brought by a HeroForce Worker (or regulatory body) arising out of EH following your specific instructions, including the implementation of a Termination Plan or disciplinary action; and\/or <\/li>\n\n\n\n
                                                                                                          6. your breach of local Law, including employment, tax or safety laws. <\/strong><\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n\n\n\n
                                                                                                          7. EH Indemnity <\/strong>\n