HeroForce Terms and Solution Pathway

HeroForce – Feature Specific Terms

1. Welcome to HeroForce!

1.1. Your use of HeroForce is governed by these HeroForce Terms – Feature Specific Terms (HeroForce Terms), together with the applicable Service Pathway Terms, any agreed HeroForce Worker Schedules and our 91�� Platform Terms and Conditions (the General Terms), which are required to be accepted electronically before you can use HeroForce.

Collectively, the documents form the Agreement between us and by signing a HeroForce Proposal, electronically accepting the applicable HeroForce Terms or Service Pathway Terms via the EH Platform, or approving 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�� Subscription access. That account and the EH Platform are subject to specific terms and conditions, including the General Terms, which continue to apply.

1.2. If there’s a conflict between terms, we follow this order:

HeroForce Proposal (if applicable);
HeroForce Worker Schedule and/or Placement Terms;
Service Pathway Terms;
these HeroForce Terms; and
our General Terms.

1.3. 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.

2. How we work together

2.1. These HeroForce Terms act as a framework. They set out the master rules under which EH (or our Nominee) provides HeroForce Services to you.

2.2. To start using HeroForce:

you must either:
1. sign or electronically accept a HeroForce Proposal, by which you accept these HeroForce Terms and the specific Service Pathway Terms identified in your HeroForce Proposal; or
2. electronically accept these HeroForce Terms or the applicable Service Pathway Terms via the EH Platform,
  and by which acceptance you warrant that you are an authorised user with the express legal authority to bind the Organisation to this Agreement.

2.3. When you request to hire someone:

for a Global (EOR) hire, EH will issue a HeroForce Worker Schedule, which is activated on the date you sign it or electronically accept it through the EH Platform. Where a HeroForce Proposal has been separately executed, the Worker Schedule operates within the commercial framework established by that Proposal;
for a Local (Outsourced Employment) hire, the hire is activated in accordance with the HeroForce Proposal; and
for an On-Demand hire, the hire is activated by your confirmation of the Placement Terms via the EH Platform (and subject to the worker’s acceptance) in accordance with the On-Demand Service Pathway Terms.

2.4. Upon activation of a hire, a separate binding contract is formed for each specific HeroForce Worker.

2.5. The rules in these HeroForce Terms apply to every HeroForce Worker Schedule as if they were written into that schedule in full.

2.6. You agree you may need to re-acknowledge your active Service Pathway Terms to ensure you stay current with global employment risks.

2.7. EH is entitled to rely on any acceptance or instruction provided through your EH Platform account as being the authorised act of the Organisation.

2.8. For each specific hire:

References to “EH” mean the specific EH entity named in the HeroForce Proposal, or HeroForce Worker Schedule; and
References to the “Organisation” or “you” means the legal entity identified in your EH Platform account.

2.9. As our technology evolves, we might update the format or the way we agree on HeroForce Worker Schedules or Employment Contracts. We’ll notify you of these changes via the EH Platform, and those updates will become part of our framework.

3. Your Contracting Partner

3.1. In these HeroForce Terms:

when we say ‘91��’, ‘EH’, ‘us’, ‘our’, or ‘we’, we’re referring to Remote Hero Australia Ltd and its affiliates (EH Entities); and
when we say ‘Customer’, ‘Organisation’ or ‘you’, the legal entity identified in the EH Platform account. By using the services, you agree that:
1. any individual who accesses the EH Platform under your account is an “Authorised User”;
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
3. the individual accepting these terms warrants they have the express legal authority to bind the Organisation to all financial and employment obligations.

3.2. For each specific HeroForce Worker, you are contracting directly with the EH Entity named in the applicable HeroForce Worker Schedule or HeroForce Proposal to deliver HeroForce Services in the Territory. This can change depending on the Territory you are hiring in.

3.3. 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.

3.4. 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’s employment records and payroll to the new entity. This change does not terminate your existing HeroForce Proposal, active HeroForce Worker Schedules or Placement Terms or these HeroForce Terms, and we remain responsible for the HeroForce Services provided by the new Nominee.

4. What we do (and don’t do)

4.1. We provide payroll, tax withholding and statutory filing 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.

4.2. 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.

4.3. We do not warrant that the salary or benefits you choose are competitive with your specific industry market rates.

4.4. 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.

4.5. 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.

5. What you do (and can’t do)

5.1. Organisation Duties

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’s Details). For On-Demand workers, the Worker’s Details are provided in accordance with the On Demand: Service Pathway Terms.
You must ensure that all information you provide to us in relation to the Worker’s 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’s duties, seniority, or physical work location. We are not responsible for compliance errors, underpayments, or penalties caused by your delay in providing this information.
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. For On-Demand casual workers, who have no guaranteed hours, you are responsible for reporting all hours worked via the EH Platform for payroll and Award compliance purposes. We rely entirely on the accuracy of the data you provide.
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.
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.
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.

5.2. Hiring & Sourcing

Except in relation to candidates engaged through the On Demand Service Pathway, 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:
1. all vetting, background checks, and verifying the candidate’s fitness for the role;
2. ensuring the candidate has the legal right to work in the Territory; and
3. ensuring your hiring practices (including interviews and offers) comply with the Laws of the Territory.
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:
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;
2. notify candidates, before or at the point of assessment, that AI is used in your recruitment process and how it influences their evaluation;
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;
4. action any candidate request for human review of an AI-based assessment before progressing or closing their application; and
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.
EH’s 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:
1. allegations of discrimination, bias, or unfair hiring practices during the candidate stage;
2. any promises, or representations made to the candidate regarding pay or benefits; and
3. any costs or damages arising from your decision to rescind an offer before an Employment Contract is activated.

5.3. Management & Performance Duties

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.
You are responsible for the ongoing management of HeroForce Workers, including providing regular feedback and identifying any conduct or performance issues immediately. You must not ignore employment relationship issues or informally terminate a worker. Because we are the Primary Employer, any hidden 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.
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.

5.4. Duty to Manage & Report

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.
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.
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.
You must ensure that the HeroForce Worker’s 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.

5.5. Termination Plan

If you propose to terminate a HeroForce Worker, you must provide EH with a Proposed Termination Notice before communicating with the worker.
You must provide this notice:
1. as soon as practical for “Serious Misconduct”; or
2. at least 14 days prior for any other reason (e.g., performance or redundancy), or such shorter period where it is reasonably necessary in the circumstances, provided it does not reduce EH’s ability to comply with its obligations as Primary Employer or the minimum requirements of applicable Law in the Territory.
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.
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.
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.

5.6. Restrictions on HeroForce Workers

You must not instruct or induce a HeroForce Worker to:
1. breach their Employment Contract;
2. contravene any local laws; or
3. perform work outside the authorised Territory for a duration that impacts their tax or legal status.
You must not use HeroForce Workers to provide labour hire services to any third party. This means you must not on-supply, second-out, or otherwise make a HeroForce Worker available to another business or individual to direct and supervise, without EH’s prior written consent. If you engage in a labour hire arrangement without EH’s consent, you assume all liability for any resulting regulatory, insurance, or employment law consequences, and EH may terminate the relevant Employment Contracts immediately under the termination for cause provisions of this Agreement.
To ensure the safety of HeroForce Workers, you must not, without our prior written consent or explicit inclusion in the HeroForce Proposal or Placement Terms, require a HeroForce Worker to:
1. Handle cash (excluding that which is incidental to their role and valued under AUD$500), negotiable instruments, or high-value portable asset;
2. Operate heavy machinery, industrial vehicles, or aircraft;
3. Engage in high-risk physical labor, including working at heights, in confined spaces, or with hazardous chemicals not disclosed in the HeroForce Proposal or Placement Terms;
4. Sign legal documents, enter into binding contracts, or make financial commitments on behalf of the EH Group; or
5. Engage in any act that is illegal, fraudulent, or in violation of applicable local, state, or federal laws and regulations,
  (together, Prohibited Activities).
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.

6. Fees, Funding and Payment Protocols

6.1. Fees

You agree to pay the following fees as specified in each HeroForce Proposal or, where applicable, HeroForce Worker Schedule:
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;
2. The Management Fee for the provision of HeroForce Services; plus
3. Any additional operational fees, such as trade credit insurance premiums (where applicable) and bank charges, incurred on your behalf.
Management Fees are set out in your HeroForce Proposal.
We may also apply additional operational fees (e.g., for entity/currency changes or retroactive adjustments) as specified in the Fee Schedule.
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.This fee is intended to recover the unamortised costs of international recruitment, onboarding, and territory-specific setup performed by EH.
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.

6.2. Payment Method

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.
You must execute all required authorisation forms, mandates, or digital consents (the Authorisation) 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.
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.
You must ensure that the nominated bank account contains cleared and sufficient funds to meet all scheduled draws.
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).

6.3. Collection Protocol

For each payroll cycle, EH will issue an invoice (the Payment Notice) prior to the scheduled disbursement date:
1. For Local Service Pathways, this will typically occur at least 2 Business Days prior to the disbursement date.
2. For Global Service Pathways,this will typically occur at least 7 Business Days prior to the disbursement date.
3. For On Demand Service Pathways, this will occur at least 2 Business Days prior to the disbursement date.
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.
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.
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.
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.

6.4. Invoice Disputes

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.
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.
This protocol is necessary to ensure that HeroForce Workers’ wages and statutory contributions are funded and disbursed without delay, regardless of administrative or commercial queries.
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.

6.5. Dishonours and Late Payment

If a payment draw is unsuccessful (a Dishonour) or an EFT payment is late, for any reason:
1. You must pay a Dishonour Fee and the Payroll Advance Fee, as set out in the Fee Schedule;
2. You must provide cleared funds via an alternative method (as directed by EH) within 24 hours;
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
4. EH may immediately suspend HeroForce Services.
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.

6.6. Default & Suspension

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.
If a Dishonour occurs or an invoice remains unpaid (regardless of whether a dispute has been raised in relation to that invoice), EH may:
1. Immediately cease the rostering or assignment of all casual and temporary HeroForce Workers across your entire Organisation;
2. Instruct any and all permanent HeroForce Workers to cease work immediately; and/or
3. Apply the Security Deposit to satisfy any unpaid statutory or wage obligations.
If the default is not cured within 48 hours of the Due Date, EH may, in its sole discretion and without further notice:
1. Terminate the Agreement and/or any specific Employment Contracts; and
2. Commence the legal process for the permanent offboarding, redundancy, or termination of the HeroForce Workers in the Territory.
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. You acknowledge that EH’s ability to suspend services for non-payment reflects EH’s legal obligation to fund worker wages independently of any commercial dispute and is reasonably necessary to protect EH from carrying your payment obligations from its own resources. Suspension does not alleviate your obligation to fund the Worker’s salary or statutory entitlements as the legal employer of record.

6.7. Security Deposit

You must maintain a Security Deposit with EH equal to one month’s TCOE (including variable pay) (Security Deposit). This deposit must be cleared before the first HeroForce Worker commences engagement.
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 the Dishonours and Late Payment provisions of this Agreement.
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’ compensation premiums, accrued entitlements (including severance or end-of-service gratifications), or your overall financial risk profile.

6.8. Foreign Exchange (FX)

FX transactions are processed at the prevailing market rate at the time of a draw.
We apply a FX Handling Margin as specified in the Fee Schedule. We are not liable for “FX slippage” (fluctuations between the date of the Payment Notice or invoice and the date of currency conversion).
Where we use a Nominee, their specific FX rates may be passed through to you directly without an additional EH margin.

6.9. Fee Review

No more than once per year (after the first anniversary), we may increase the Management Fees by giving 30 days’ notice to you, by the greater of:
1. the local Consumer Price Index (CPI); or
2. 5%.
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.
We may update the Fee Schedule 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.

7. Term & Termination

7.1. Term

This Agreement begins on the date you execute a HeroForce Proposal, or accept these HeroForce Terms or the applicable Service Pathway Terms, whichever occurs first, and continues until terminated in accordance with the HeroForce Terms.
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.

7.2. Termination for Convenience

Either party may terminate these HeroForce Terms on 30 days’ written notice to the other party if:
1. no Employment Contracts remain on foot; and
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.
A HeroForce Worker Schedule will automatically terminate when:
1. the Employment Contract for the HeroForce Workers employed under that HeroForce Worker Schedule has been terminated; and
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.

7.3. Termination for Cause

Either party may terminate the Agreement or any HeroForce Worker Schedule or Employment Contract with immediate effect by written notice if the other party:
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;
2. Suffers an Insolvency Event (including voluntary administration, liquidation, or the appointment of a receiver);
3. Commits an act of fraud, dishonesty, or engages in unlawful business practices that bring the other party into material disrepute; or
4. (For EH) loses a mandatory Labour Hire License or regulatory permit required to provide the services in the Territory.
EH may terminate the Agreement or any HeroForce Worker Schedule or Employment Contract with immediate effect if:
1. A Payment Notice or Security Deposit remains unfunded for 48 hours following the draw date (per the Dishonours and Late Payment clause); or
2. You fail to rectify a documented physical or psychosocial safety hazard identified by EH within the timeframe directed by EH.

7.4. Transfer of HeroForce Workers

If EH terminates a HeroForce Worker Schedule or Employment Contract for cause (including for non-payment or dishonour), we may, in our absolute discretion:
1. Require you to immediately effect the transfer of the HeroForce Worker to your own entity or a nominated third party; or
2. Terminate the worker for reasons of redundancy.
In either case under this clause, the Organisation is solely responsible for all costs required to lawfully offboard the HeroForce Worker and any costs associated with the termination of the HeroForce Worker’s employment. This includes, but is not limited to:
1. mandatory notice periods (or pay in lieu of notice);
2. redundancy, severance, or “end-of-service” payments required by Law in the Territory;
3. accrued but untaken annual leave, holiday, long service leave and similar entitlements; and
4. any statutory penalties or late fees arising from the Organisation’s failure to provide termination instructions or funding in a timely manner.

7.5. Effect of Termination

All accrued rights to payment remain enforceable.
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).
For clarity, notwithstanding the reason for termination, you remain liable for all TCOE incurred up to the date of a HeroForce Worker’s transfer or termination.
Termination of a 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.

8. Liability & Indemnity

8.1. Customer Indemnity

As the Host Employer with day-to-day operational management of HeroForce Workers, you are responsible for their work output and behaviour while under your direction and supervision.
You indemnify EH, each EH Entity and our Nominees, and their respective directors and offices, against any losses, claims, damages or fines arising from:
1. a breach of the Agreement by you;
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:
  1. their employment and / or any management issues to the extent that you are not following directions provided by EH or its Nominee; or
  2. the Employment Contract or its termination;
3. a HeroForce Worker’s acts (including data breaches or negligence) while under your direction and supervision;
4. any personal injury, death, or property damage suffered or caused by a HeroForce Worker while performing work under your direction or supervision;
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
6. your breach of local Law, including employment, tax or safety laws.

8.2. EH Indemnity

EH indemnifies you against any direct financial loss or third-party claims arising solely from EH’s failure to withhold, deposit, or pay income taxes, wages, or statutory pension/superannuation contributions in accordance with your correct instructions.

8.3. Limitation of Liability

The total liability of each party for any and all claims is limited to the Management Fees you paid in the 12 months before the event giving rise to the claim. This limit does not apply to:
1. your payment obligations under this Agreement;
2. the Customer Indemnities set out in this Agreement; or
3. to the extent liability arises from a party’s fraud, wilful misconduct, or gross negligence; or
4. any liability that cannot be excluded by Law in the Territory.
Neither party, to the maximum extent allowed by Law, will be liable to the other party or any third party under or in connection with this Agreement for any Consequential Loss.
We are not liable for any underpayment, penalty, or back-pay claim to the extent it arises from:
1. the Organisation providing inaccurate or incomplete Worker’s Details;
2. your failure to provide information about a worker’s role or duties within the timeframes required under this Agreement; or
3. off-system payments, allowances, or unrecorded hours worked by the HeroForce Worker that were not captured via the EH Platform.

8.4. Conduct of Claims

If either party receives a notice of a claim, a demand, or a legal proceeding from (or relating to) a HeroForce Worker (a Worker Claim), they must notify the other party in writing within 24 hours.
Because EH is the Primary Employer, EH (or its Nominee) has the sole right to conduct, defend, or settle any claim, grievance, or legal proceeding brought by a worker or third party arising out of the services. EH will consult with the Organisation on the strategy for such claims but is not bound by the Organisation’s instructions if EH determines, in its sole discretion, that a specific course of action is necessary to mitigate EH’s legal or regulatory risk. However, we will not enter into any settlement that involves a formal admission of liability by your Organisation, or requires you to make a public statement, without your prior written consent.
If EH assumes control of a claim, you must provide all reasonable assistance requested by us, including:
1. providing witness statements and appearing at hearings; and
2. granting access to internal records, emails, and Slack logs.
You must not settle, compromise, or make any admission of liability regarding a Worker Claim without EH’s prior written consent.
You are responsible for all costs associated with the conduct of a claim, including internal administrative costs, external legal fees, expert witness fees, court costs, and any final settlement or judgment amount.
We may require you to pay an initial retainer or increase to the Security Deposit to cover anticipated legal costs before we instruct external counsel or enter into formal proceedings.
You are not responsible for legal costs to the extent that a claim results directly from our gross negligence or a material breach of our indemnity obligations under this Agreement.

9. Data Protection

The parties agree to comply with any applicable Privacy Laws in respect of Personal Information collected in the course of performing their obligations under this Agreement.
EH is a Data Controller of HeroForce Workers’ Personal Information for employment, payroll, and compliance, and processes such Personal Information in accordance with the HeroForce Worker Privacy Policy. You are also a Data Controller of HeroForce Workers’ Personal Information that you collect for your own purposes, and you must comply with your own independent privacy obligations under applicable law.
Where you manage operations related to the HeroForce Workers through the EH Platform, EH acts as the Data Processor of the Personal Information provided by you in the EH Platform. In this case, our Data Processing Addendum applies in relation to how we process Personal Information under your instruction.

10. Intellectual Property

10.1. All Intellectual Property created, developed, or conceived by a HeroForce Worker in the course of their engagement (the Work Product) is the exclusive property of the Customer.

10.2. Where Intellectual Property is created, developed, or conceived by a HeroForce Worker in accordance with the above clause, to the extent permitted by Law in the Territory, you must ensure the worker provides a written, irrevocable consent to not assert any moral rights or similar personal rights in a way that interferes with your use of the Work Product.

10.3. EH will, at your reasonable request and expense, execute any documents necessary to perfect your legal title to the Work Product.

11. WHS Duties

11.1. EH is the Primary Employer and maintains a non-delegable duty to ensure the safety of HeroForce Workers, where recognised by the Law of the Territory. You are the Host Employer and have the primary day-to-day responsibility for the physical and digital environment in which the worker operates. You must provide a workplace that is safe and without risks to physical and mental health, complying with all Work Health and Safety (WHS) and environmental laws, regulations, codes, directives, and rules imposed by the Territory (see also the applicable Service Pathway Terms for pathway-specific WHS requirements).

11.2. To fulfill our mutual WHS duties, we may employ the use of the EH Work App as a mandatory safety control for all HeroForce Workers. You must ensure workers have the necessary devices, data access, and time during work hours to complete all required safety pulses, verifications, hazard reporting and inductions.

11.3. You must provide EH with photos, video, or a live digital walkthrough of any physical worksite (including home offices) upon reasonable request. EH may unilaterally reject a worksite if it does not meet our safety standards.

11.4. You must notify within 2 hours of any workplace injury, “near miss,” or formal complaint of harassment or discrimination. You must grant EH (or our Nominee) immediate access to your premises and records to investigate any such incident.

11.5. If a HeroForce Worker reports a high-risk hazard, fails an automated safety verification, or triggers an alert, we may suspend the placement immediately. You remain liable for all costs until you rectify the safety risk to our reasonable satisfaction.

11.6. You are solely responsible for providing all necessary safety and ergonomic equipment and providing site-specific safety training relevant to the worker’s daily tasks.

11.7. You are liable for, and must reimburse EH for, any increase in statutory workers compensation premiums, experience-based loading, or deductibles that result from a claim made by a HeroForce Worker under your direction and control.

11.8. Notwithstanding our use of the EH Work App and other technological measures:

the safety features included in the EH Work App, where applied, are secondary monitoring tools and we are not liable for any failure of these features due to connectivity or technical issues; and
EH reserves the right to mandate a physical site inspection of your premises by an EH safety expert or Nominee where we, acting reasonably, have reason to suspect a safety risk. You agree to bear the reasonable costs of such inspections where they are deemed necessary for EH to meet its non-delegable duty of care.

11.9. You acknowledge that we may employ technology-driven solutions to assist us in meeting our safety obligations and reflect reasonably practicable safety standards. We may introduce new safety triggers, AI-powered verification requirements (such as photo/video check-ins), or reporting tools at any time. These updates will be communicated to you from time to time.

12. Insurance

12.1. EH Obligations

EH will (either directly or through its Nominees) maintain the following statutory and professional insurance policies:

Statutory workers’ compensation insurance (or the local equivalent, such as employers’ liability insurance) as required by the Law of the Territory; and
Public Liability and Professional Indemnity insurance for its own acts and omissions.

12.2. Customer Obligations

You must maintain the following policies with reputable insurers:

General public liability insurance covering, without limitation, the acts and omissions of HeroForce Workers while they are performing duties under your direction, supervision, or control. This policy must name EH as an interested party or additional insured;
Professional Indemnity insurance covering, without limitation, the professional output, advice, or services generated by a HeroForce Worker. You acknowledge that EH’s insurance does not cover the professional quality, accuracy, or suitability of a HeroForce Worker’s work product;
Comprehensive insurance covering any property, equipment, or vehicles provided by you for use by a worker; and
In specific Territories or under Service Pathways, EH may require you to maintain your own statutory workers’ compensation insurance naming us as an interested party or additional insured.

12.3. Primary Policy

You acknowledge that because you exercise daily direction, supervision, and control over the worker, your insurance policies described in the clause above are the primary policies for any claims involving third-party property damage, professional errors in work product, or personal injury caused by a HeroForce Worker’s performance of their duties.

12.4. Certificates of Currency

EH reserves the right to:
1. request a certificate of currency for any policy at any time; and
2. require you to increase your insurance limits or obtain additional coverage (such as cyber or directors and officers insurance) based on the nature of a HeroForce Worker’s duties or the requirements of the Territory.
If you fail to provide proof of insurance within 3 business days of a request, EH may, at its option:
1. suspend the services immediately; or
2. charge you for any additional costs or premium loading EH incurs to cover the risks that should have been covered by your insurance.

13. Warranties

13.1. Customer Warranties

You warrant that:

your Organisation and its beneficial owners are not subject to international sanctions. You must notify us immediately if this status changes;
you will provide all information and assistance reasonably required by us to enable us to perform the HeroForce Services;
all data provided to us, including for payroll, tax, and identity is accurate in all material respects;
you have not relied on EH for legal, tax, or accounting advice; and
you will supervise HeroForce Workers in compliance with all local health, safety, and anti-discrimination laws.

13.2. EH Warranties

We warrant that:
1. Professionalism: Services will be provided with reasonable skill and care.
2. Compliance: We will perform the “Administrative Employer” duties (tax filing, contract issuance) in accordance with the Law of the Territory.
3. Licenses: We hold (and will maintain) the necessary Labour Hire or EOR licenses required to operate in the Territory.
EH does not warrant that:
1. a HeroForce Worker is “fit for purpose” or will meet your specific requirements; and
2. the engagement will not create a “Permanent Establishment” risk for the Customer.

14. Anti-financial crime and sanctions

You warrant that the funds used to pay any fees or the total cost of employment under this Agreement are not the proceeds of crime and that neither you, nor your beneficial owners, are subject to any international or local sanctions.
To comply with our legal and banking obligations, we will perform anti-money laundering and “know your customer” checks during your onboarding and periodically thereafter. You agree to provide any information we reasonably require to verify your identity, business structure, or source of funds.
We may immediately suspend the HeroForce Services, freeze any payments, or terminate a HeroForce Worker Schedule if we have reasonable grounds to suspect a breach of any anti-bribery, anti-money laundering, or sanctions laws. We are not liable for any loss or payroll delay caused by our compliance with these legal obligations.

15. Force Majeure

15.1. If a Force Majeure Event prevents a party from performing its obligations under this Agreement (the Affected Party), those obligations are suspended for the duration of the event, provided the Affected Party:

notifies the other party in writing as soon as practicable; and
takes all reasonable steps to mitigate the effects of the event.

15.2. For clarity, a Force Majeure Event does not excuse:

your obligation to fund the TCOE for work already performed by a HeroForce Worker prior to the onset of the event; or
your obligation to pay any Management Fees that have already accrued.

15.3. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected HeroForce Worker Schedules or Employment Contracts immediately upon written notice. In such a case, EH will implement the Termination Plan as per clause 5.5, and the Organisation remains liable for all statutory exit costs.

15.4. If EH determines (in its sole discretion) that a Force Majeure Event has rendered a Territory or a specific worksite unsafe for a HeroForce Worker, EH may unilaterally withdraw the worker and suspend services immediately to meet its Primary Employer safety obligations.

16. General

16.1. Variation of Terms:

EH may vary these HeroForce Terms (including any Service Pathway Terms or the Fee Schedule) from time to time. EH will provide you with reasonable notice of any material variation by either:
1. emailing your primary contact; or
2. posting the updated terms on the 91�� website or in the EH Platform.
If you continue to use the HeroForce Services after the notice period expires, you are deemed to have accepted the varied HeroForce Terms. If a variation significantly and uniquely prejudices you, you may provide written notice to us within the 30-day notice period. Such notice must include reasonable evidence of how the variation causes material financial or operational prejudice. Upon receipt of such notice, EH shall have 14 days to remedy the prejudice (which may include a waiver of the specific variation for you). If EH cannot or does not remedy the prejudice within this period, you may then terminate this Agreement by providing 30 days’ written notice, provided all HeroForce Workers are offboarded in accordance with the Agreement.

16.2. Confidentiality: The confidentiality obligations set out in the General Terms apply to this Agreement. For the purposes of HeroForce Services, ‘Confidential Information’ specifically includes all worker-related data, payroll information, and HR records. Each party agrees that a breach of confidentiality involving worker PII may cause irreparable harm for which damages alone are an inadequate remedy.

16.3. Notices: Any notices to us under the HeroForce Terms must be sent via a request with EH Support. We may send legal notices to you by email to the email address you have provided to us or through the notification functionality in the EH Platform.

16.4. Governing law and jurisdiction: The laws that govern these HeroForce Terms, and the courts that will have jurisdiction in regard to any matters or disputes arising from your engagement with us, will be determined by the follow priority:

If both the Organisation and the worker are based in the same core territory, the following laws and courts apply:
1. Australia: the laws and courts of New South Wales;
2. Canada: the laws and courts of Ontario;
3. United Kingdom: the laws and courts of England and Wales;
4. New Zealand: the laws and courts of New Zealand,
  (together, Core Territories).
If the Organisation is based in a Core Territory but the worker is based in any other territory, the laws and courts of the Organisation’s Core Territory apply; and
In all other circumstances, the laws and courts of New South Wales, Australia apply.
Each party irrevocably submits to the non-exclusive jurisdiction of the courts identified in this section above.

16.5. Complaints and disputes: If you have any concerns or complaints about us or the HeroForce Services, please contact us by submitting a support request here. If you and we have a dispute or claim arising out of or related to the HeroForce Terms of the HeroForce Services, the disputing parties must consult and negotiate in good faith to resolve the matter. If they are not able to reach a settlement within 60 days, then either party may commence legal proceedings.

16.6. Severability: If any part or provision of the HeroForce Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of the HeroForce Terms will be binding on the parties.

16.7. Local Law Supremacy: Laws may apply to you (or if you are an Organisation, your Organisation Users) or to us as a result of your specific location. If this is the case, and if those laws are inconsistent with any part of the HeroForce Terms, those laws will prevail to the extent of the inconsistency.

17. Definitions and Interpretation

17.1. Terms defined in the General Terms have the same meaning in these HeroForce Terms unless we’ve given them a specific meaning below or in the Service Pathway Terms.

17.2. Definitions:

Business Day means a day that is not a Saturday, Sunday, or public holiday in the jurisdiction of the relevant EH Entity.
Consequential Loss means indirect, special, incidental, punitive, exemplary, consequential, or extra-contractual damages of any kind, including any loss of profit, loss of business, loss of opportunity or goodwill, loss of anticipated savings, loss of reputation and loss of data.
Dishonour/Late payment Fee means the administrative fee charged to cover the cost of manual intervention and treasury management when payments are late or unsuccessful, as specified in the HeroForce Fee Schedule.
Due Date means the date specified in a Payment Notice or invoice by which EH must receive cleared funds. Unless otherwise specified in a HeroForce Proposal or Worker Schedule, the Due Date is:
1. for Local Service Pathway: 1 Business Day prior to the scheduled payroll disbursement date;
2. for Global Service Pathway: 5 Business Days prior to the scheduled payroll disbursement date; and
3. for On Demand Service Pathway: 1 Business Days prior to the scheduled payroll disbursement date.
EH Work App means the mobile application provided by EH to HeroForce Workers, including for the purposes of safety monitoring, inductions, time-tracking, and communication.
Employment Contract means an agreement between EH and a HeroForce Worker hired at your direction, using HeroForce Services.
Force Majeure Event means any event or circumstance beyond the reasonable control of a party, which could not have been prevented by the exercise of reasonable care, including acts of God, lightning, storm, flood, or fire, war, terrorism, riot, or civil unrest, nationwide or industry-wide strikes (excluding strikes limited to the affected party’s own workforce), a pandemic or epidemic resulting in government-mandated lockdowns and a major failure of public infrastructure, including a prolonged and widespread failure of the internet or national banking systems in the Territory.
HeroForce Fee Schedule or Fee Schedule means the document or digital schedule provided by EH that sets out the specific rates for dishonour fees, payroll advance fees, FX handling margins, and incidental administrative charges, as updated by EH from time to time.
HeroForce Proposal or Proposal means the service order or commercial framework document accepted by the Organisation, in whatever form EH determines (including electronically via the EH Platform), which identifies the applicable Service Pathway and Management Fee. The Proposal may also record estimated statutory costs, territory scope, security deposit requirements, and other pathway-specific commercial terms. For Global (EOR) Service Pathway hires, where no standalone Proposal has been executed, the HeroForce Worker Schedule serves as the Proposal for that hire.
HeroForce Services means the suite of global and/or domestic employment solutions provided by EH (or its Nominee) as the Primary Employer, the specific nature of which is determined by the Service Pathway activated by the Organisation.
HeroForce Worker means an individual employed by EH (or its Nominee) to perform services for the Organisation under an active HeroForce Proposal, HeroForce Worker Schedule or a confirmed On Demand placement. For clarity, a candidate in the Talent Pool does not become a HeroForce Worker until their placement has been confirmed.
HeroForce Worker Schedule means a form provided by EH to the Customer that is identified as an HeroForce Worker Schedule from time to time (including through the EH Platform). It is the granular data sheet generated for an individual HeroForce Worker hire that specifies local tax rates, statutory leave accruals, and where applicable, foreign exchange buffers.
Host Employer means the Organisation in its capacity as the day-to-day operational manager of a HeroForce Worker, regardless of the Service Pathway used. As Host Employer, the Organisation is responsible for the physical or digital environment in which the worker operates, site-specific safety training, day-to-day direction and supervision, and compliance with applicable WHS laws at the work location. For clarity, the employment relationship remains at all times between EH (or its Nominee) and the HeroForce Worker. No employment relationship is intended or created between the HeroForce Worker and the Organisation by virtue of the Organisation’s role as Host Employer.
Insolvency Event means, in relation to a party:
1. it stops or suspends payment of its debts;
2. it is insolvent within the meaning of local Law;
3. a liquidator, receiver, administrator, or similar officer is appointed over any or all of its assets;
4. it enters into a scheme of arrangement or composition with its creditors; or
5. any event occurs in any jurisdiction that is analogous to the events described in this clause.
Management Fee means the fee payable by the Organisation to EH for the administration of the HeroForce Services, as specified in the HeroForce Proposal which may include additional charges as specified in the EH Fee Schedule and updated by EH from time to time by written notice to you.
Nominee means a subsidiary, affiliate, or third-party partner engaged by EH to assist in the delivery of HeroForce Services in specific territories.
Pathway means one of the specific employment models offered by HeroForce (e.g., EOR or Outsourced Employment) as defined in a Service Pathway Terms.
Permanent Establishment means a fixed place of business as defined by local tax laws which may trigger corporate tax liabilities for EH or the Organisation.
Personal Information has the meaning given to it in the applicable Privacy Laws, and if not defined in the applicable Privacy Laws means any information relating to an identified or identifiable natural person and an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Placement Terms means the shift-specific terms confirmed by the Organisation via the EH Platform at the point of placement confirmation of a HeroForce Worker under the On Demand Service Pathway Terms, as described in the Activating a Placement clause of those terms. The Placement Terms record the operational details of each specific placement. Where the Placement Rate and EH Entity applicable to each placement are not included in the Placement Terms, they will be as specified in the HeroForce Proposal;
Primary Employer means the legal entity (EH or its Nominee) that enters into the Employment Contract with the HeroForce Worker and is responsible for payroll and statutory compliance.
Privacy Laws means (each, as amended or replaced from time to time):
1. in all jurisdictions (because 91�� is headquartered in Australia) the Australian Privacy Act 1988 (Cth);
2. in New Zealand, the Privacy Act 2020 (NZ),
3. in Canada, the Personal Information Protection and Electronic Documents Act, SC 2000, c 5 (PIPEDA) and any substantially similar provincial privacy legislation;
4. in the United Kingdom, the GDPR as applicable as part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended), and
5. any other law (to the extent that such legislation applies to the parties or any other recipient of the Personal Data) from time to time in force in any jurisdiction which affects privacy, personal information or the collection, handling, storage, processing, use or disclosure of data.
Service Pathway Terms means the specific set of additional terms that apply to a chosen Pathway (e.g., “Service Pathway: Global (EOR) Terms”).
Special Disbursement means any payment outside of regular salary or wages, including bonuses, commissions, back-pay, or termination settlements.
Termination Plan means documentation containing, amongst other things, the process and timeline provided by EH to the Organisation for the lawful termination of a HeroForce Worker’s employment in the Territory.
Territory means the specific country or jurisdiction named in the HeroForce Proposal, Placement Terms and/or HeroForce Worker Schedule where the HeroForce Worker is legally employed and where the services are primarily delivered.
Total Cost of Employment (TCOE) means the total amount payable by the Organisation to cover a HeroForce Worker’s gross salary, all statutory contributions (such as tax, pension, and social security), and any mandatory local benefits.

Service Pathway: Global (EOR) Terms

1. Scope of Service

1.1. These terms apply where you use HeroForce to hire workers in a country where you do not have a local legal entity (EOR Services).

1.2. These terms are to be read in conjunction with and in addition to the HeroForce Terms.

1.3. You acknowledge that EH does not manage your tax nexus. You are solely responsible for ensuring that the activities of the HeroForce Worker do not create a taxable presence for your Organisation in the Territory.

1.4. We may update our EOR processes to comply with changes in local labour laws or tax regulations. These updates will be communicated with you from time to time.

2. What we do (and don’t do)

2.1. We (or our Nominee) provide local legal entity hosting in the Territory. We manage local currency payroll, mandatory social contributions, and end-of-service (severance) accruals as required by local law.

2.2. We do not provide Permanent Establishment (PE) mitigation. While we employ the HeroForce Worker, we do not guarantee that your business activities in that country won’t trigger local corporate tax obligations for you.

3. What you do (and don’t do)

3.1. You must ensure the HeroForce Worker remains a tax resident of the Territory named in the HeroForce Proposal and/or HeroForce Worker Schedule. You must notify us if you intend for them to travel for work for more than 30 days in any 12-month period.

3.2. You must not grant the HeroForce Worker power of attorney, the right to sign commercial contracts, or the right to negotiate terms that legally bind your Organisation or EH. This is to prevent a “Dependent Agent” PE risk.

3.3. Since the work is performed remotely, you are responsible for the worker’s safety within your digital environment. This includes ensuring that software, communication tools, and data access protocols do not create psychosocial hazards or “always-on” burnout.

4. Intellectual Property (IP)

4.1. You acknowledge that in certain Territories, IP does not vest automatically in a foreign entity.

4.2. Where required by the Law of the Territory, EH will ensure the HeroForce Worker executes a local-language IP Assignment Deed (or equivalent) as part of their Employment Contract. Where local law prevents the waiver of “Moral Rights,” EH will ensure the worker provides a written undertaking not to exercise those rights in a way that prejudices your commercial interests.

4.3. You are responsible for any local costs associated with registering or “perfecting” IP assignments (such as stamp duty or notary fees) in the Territory.

5. Local Compliance

5.1. Because international statutory rates (like pension or social security) can change without notice, we reserve the right to adjust the Total Cost of Employment in your Proposal to reflect these mandatory local costs.

5.2. In certain Territories, legal time limits apply to disciplinary actions. If you fail to notify EH within the 24-hour window required by the HeroForce Terms, we may be legally barred from taking action against the worker. You assume all liability for any resulting inability to terminate for cause.

5.3. We reserve the right to terminate a worker’s employment immediately if your failure to fund a pre-authorised electronic funds transfer or to pay an invoice on time puts EH at risk of breaching local wage and time laws.

5.4. In certain Territories, performance documentation must be translated into the local language to be legally valid. You are responsible for the costs of this work, if required.

5.5. You must cooperate with EH to establish local emergency contacts and protocols as required by EH from time to time.

6. Insurance: EOR Service Pathway

6.1. You warrant that your Public Liability and Cyber Liability policies extend to workers operating remotely from home offices in the designated Territories.

6.2. You must ensure the insurance policies you’re required to hold under this Agreement do not exclude claims brought in the courts of the Territory where the HeroForce Worker is based.

Service Pathway: Local (Outsourced Employment) Terms

1. Scope of Service

1.1. These terms apply where you use HeroForce to provide domestic employment services in a Territory where you may already have a business presence, but choose to outsource the primary employer obligations to us (Outsourced Employment).

1.2. These terms are to be read in conjunction with and in addition to the HeroForce Terms.

1.3. We may update our processes to comply with changes in local labour laws or tax regulations. These updates will be communicated with you from time to time.

2. What we do (and don’t do)

2.1. We are the Primary Employer for workers in your local jurisdiction, holding all mandatory Labour Hire Licenses (where applicable). We manage workers’ compensation insurance and perform “fairness audits” before any termination to minimise “Unfair Dismissal” risks.

2.2. We do not provide on-site supervision. We do not provide site-specific safety inductions or personal protective equipment. This remains your duty as the Host Employer.

3. What you do (and don’t do)

In addition to your general Host Employer obligations under the HeroForce Terms, the following apply to Local (Outsourced Employment) placements.

3.1. You act as the Host Employer. You must provide a safe physical workplace that complies with local WHS/OHS laws. You must provide all site-specific safety training and ensure the HeroForce Worker is competent to use any permitted equipment.

3.2. You must not change the HeroForce Worker’s duties or work location without our written consent. This is because our insurance is tied to a specific “Job Code” and “Site Address,” moving a “Receptionist” to “Warehouse Picking” without notice may void our coverage.

3.3. As the Host Employer, you have exclusive control over the physical workplace. You are responsible for:

the physical workplace and must provide a safe workplace, appropriate training (including site-specific training), and ensure compliance with local safety laws; and
the worker’s day-to-day direction, performance management, and conduct.

3.4. You agree to allow EH (or our Nominees) to conduct periodic safety audits of your premises to ensure HeroForce Workers are working in a compliant environment. Where we’re required to perform incident investigations, you will allow immediate access.

3.5. You must consult with us before any disciplinary action. EH manages the formal termination process to ensure we both meet local “procedural fairness” standards and avoid legal claims.

4. Disciplinary Governance

4.1. While you provide daily supervision, you must not take formal disciplinary action or issue written warnings. You must notify us of any conduct or performance concerns within 24 hours. To ensure compliance with local employment laws and procedural fairness, you agree to provide EH with all necessary documentation, witness statements, and evidence required to support any formal disciplinary process managed by EH.

5. Continuity of Service & Entitlements

5.1. Unless otherwise specified in a HeroForce Proposal, EH will invoice you for statutory leave (such as annual leave or personal leave) as it is taken by the HeroForce Worker, at the then-current TCOE rate.

5.2. You acknowledge that in this Outsourced Employment model, HeroForce Workers may accrue long-term entitlements based on tenure, including but not limited to long service leave, severance payments, or end-of-service gratifications (Long-Term Accruals).

5.3. To mitigate the risk of unfunded Long-Term Accruals, EH may, at its discretion, increase the required Security Deposit (under the Security Deposit provisions of the HeroForce Terms) or require a specific accrual fund payment when:

a HeroForce Worker reaches a specific tenure threshold;
the total estimated redundancy or severance liability for your HeroForce workforce exceeds the existing Security Deposit; or
a HeroForce Worker’s salary increase significantly inflates the value of previously accrued leave.

5.4. If you transition a worker from your own payroll (or another provider) to HeroForce, you are responsible for funding all “prior service” liabilities. These must be fully disclosed and, if required by EH, funded into the Security Deposit before the start date.

5.5. Upon termination of an Employment Contract, any funds held specifically for Long-Term Accruals will be applied to the HeroForce Worker’s final legal entitlements. Any surplus remaining after all statutory obligations and EH fees are settled will be returned to you.

6. Active WHS Integration & Site Control

6.1. We may refuse to commence or continue a placement if our internal risk screening or the HeroForce Worker’s site-verification process identifies a safety hazard that we determine puts the worker at risk. These verification requirements may be updated as our safety technology evolves and will be communicated to you from time to time.

6.2. You must ensure that HeroForce Workers participate in all mandatory safety monitoring, hazard reporting, and health checks required by the EH Platform or the EH Work App.

6.3. Your failure to support or facilitate these active monitoring tools, including denying workers the time or device access to complete them, constitutes a material breach of your Host Employer duties.

6.4. Notwithstanding the active monitoring described above, your indemnity and insurance obligations are strictly contingent upon the worker performing duties at the specific physical worksite and within the specific job description disclosed in the Employment Contract.

7. Regulatory Compliance & Licensing

7.1. Depending on the territory, Outsourced Employment services may be governed by specific regulatory frameworks:

Australia: EH maintains the necessary Labour Hire Licenses or recruitment registrations required to provide these services.
New Zealand: We operate in compliance with the Health and Safety at Work Act 2015 and the Employment Relations Act 2000. You acknowledge that as the Host Employer in a triangular employment relationship, you share primary duty of care obligations for the worker’s safety and wellbeing.
United Kingdom: We operate as an “employment business” under the Conduct of Employment Agencies and Employment Businesses Regulations 2003. You acknowledge that we must provide specific “Key Information Documents” to workers.
Canada: We ensure compliance with the provincial licensing and employment standards legislation of the relevant province. You agree to notify us immediately of any proposed changes to a worker’s role, location, or compensation that may impact compliance with applicable provincial standards.

8. Insurance: Local (Outsourced Employment) Service Pathway

8.1. Your insurance must specifically cover the physical worksite(s) disclosed in the Employment Contract.

8.2. For the purposes of the Prohibited Activities restrictions in the HeroForce Terms, any task performed by a HeroForce Worker that falls outside the specific job description or job code set out in the Employment Contract is deemed a Prohibited Activity.

8.3. You acknowledge that moving a worker to an unauthorised role (e.g., from office-based duties to warehouse operations) without EH’s prior written consent constitutes a material breach.

Service Pathway: On Demand Terms

1. Scope of Service

1.1. These terms apply where you use HeroForce to secure placements of candidates from our pre-vetted pipeline (Talent Pool), under our On Demand Service Pathway and as identified in your HeroForce Proposal and/or EH Platform account.

1.2. These terms are to be read in conjunction with and in addition to the HeroForce Terms and form part of the Agreement. Where there is any conflict between these On Demand Terms and the HeroForce Terms, these terms prevail in relation to any on demand placements.

1.3. The Agreement for this pathway is formed on your execution of a HeroForce Proposal, by which you accept these HeroForce Terms, these On-Demand Terms, and the General Terms.

1.4. The following HeroForce Terms clauses apply differently under this pathway:

Clause 5.1(a): Under the On-Demand Pathway, you do not provide Worker’s Details in advance of a hire. The Placement Terms confirmed by you via the platform at the point of each placement confirmation serve as the equivalent of Worker’s Details for that engagement. You remain responsible for ensuring the Placement Terms are accurate and for notifying us within 48 hours of any change to a worker’s duties, seniority, or work location during an active placement.
Clause 5.2(a): Clause 5.2(a) of the HeroForce Terms does not apply to this pathway. Your sourcing responsibilities and our sourcing obligations are governed exclusively by clause 2 of these On-Demand Terms. You retain sole responsibility for assessing whether a candidate from the Talent Pool is suitable for your specific role before confirming a placement. Our pre-vetting does not substitute for that assessment.

1.5. We may update our processes to comply with changes in local labour laws or tax regulations. These updates will be communicated with you from time to time.

2. Sourcing, Vetting and Liability

2.1. Each candidate placed in the Talent Pool has completed our standard pre-vetting process for their applicable Role Category at the time of vetting.

2.2. Candidates in the Talent Pool may already be employed by us on a no-guaranteed-hours basis, and be available for immediate deployment. No work is guaranteed until you confirm a placement. Your obligations to us in respect of the HeroForce Worker commence when you confirm a placement.

2.3. We do not warrant or guarantee:

the absolute accuracy of candidate-supplied information;
that a candidate’s skills or qualifications will meet your specific operational parameters; or
that a HeroForce Worker will perform to a particular standard once placed.

2.4. You retain sole responsibility for reviewing candidate profiles and assessing their ultimate suitability for your operational requirements before activating a placement.

2.5. Your indemnity obligations under clause 8.1 of the HeroForce Terms do not extend to claims arising directly from our failure to meet our vetting warranties under this clause.

2.6. We do not guarantee the continued availability of any candidate. Candidates may be placed with other organisations, withdraw or become ineligible between the time you view the Talent Pool and the time you confirm a placement. We will use reasonable endeavours to fulfil each placement confirmation but do not warrant supply.

3. Activating a Placement

3.1. To place a worker, you will confirm the placement manually or via the EH Platform by accepting the Placement Terms displayed. Your obligation to fund TCOE, pay Management Fees, and indemnify us under the HeroForce Terms attaches from the moment you confirm a placement.

3.2. Before you confirm, the platform will display the Placement Terms, including:

the selected HeroForce Worker;
role title and, where applicable, description of duties;
work location (including Territory);
Start Date and, where applicable, end date or anticipated duration;
engagement type;
Placement Rate (where not set out in the applicable HeroForce Proposal); and
where applicable, any Prohibited Activity conditions required under the HeroForce Terms.

3.3. You are responsible for reviewing the Placement Terms before confirming.

3.4. In confirming the Placement Terms in relation to a particular HeroForce Worker, you are instructing us to offer work in accordance with the Placement Terms. The Employment Contract between us and them is formed at this point, subject to the worker’s acceptance of the placement.

3.5. Subject to any requirements under Local Laws, you may withdraw the offer for variable hour engagements before the relevant shift commences without liability. For fixed-term or ongoing workers, the offer can only be withdrawn before the Placement Terms are accepted and we’ve issued the Employment Contract.

3.6. In either case, if the HeroForce Worker has already been notified of the placement, we may require you to reimburse us for any reasonable documented setup costs.

3.7. For the purposes of the Termination for Cause provisions (clause 7.3) of the HeroForce Terms, a confirmed placement and any Employment Contract activated under it are treated as on foot until the later of:

the scheduled end date; or
completion of any Termination Plan for that HeroForce Worker.

4. Direct Engagement and Conversion

4.1. Direct Engagement

You must not, during any confirmed placement or within 6 months of the end of the most recent confirmed placement for a specific HeroForce Worker, engage that worker:
1. as a direct employee or as an independent contractor;
2. through any associated entity; or
3. through any other labour hire or professional employer organisation,
  unless you pay the Conversion Fee.
The Conversion Fee is calculated as specified in the Fee Schedule and is payable within 14 days of our invoice. Payment of the Conversion Fee is a condition precedent to any direct engagement.
Where the Conversion Fee is paid, we will cooperate in good faith to transition the worker, including providing employment records and coordinating timing. The Conversion Fee does not extinguish any statutory rights the HeroForce Worker has on transition, including recognition of continuous service.

4.2. Direct Engagement: UK Placements only

Where an On Demand HeroForce Worker is employed in the United Kingdom, the following clauses apply instead of clause 4.1(a) above.
For the purposes of this clause 4.2, Relevant Period for a UK placement means the period ending on the later of:
1. 14 weeks from the start of the first placement of the relevant HeroForce Worker to you; or
2. 8 weeks from the end of any placement of the relevant HeroForce Worker to you.
If you wish to directly engage an On Demand HeroForce Worker, whether as an employee, contractor, or through any other arrangement (including through any other labour hire or professional employer organisation), during their assignment or within the Relevant Period, you must first notify us in writing.
We will offer you the choice of:
1. an extended placement of 3 months, during which we will continue to supply the HeroForce Worker to you on the same terms as the immediately preceding placement (Extended Placement); or
2. paying the Conversion Fee as specified in the Fee Schedule and engaging the HeroForce Worker directly.
If you elect an Extended Placement:
1. the HeroForce Worker will continue to be supplied on the same terms and conditions as applied immediately before you gave notice of your intention to engage directly;
2. you may engage the HeroForce Worker directly at the end of the Extended Placement without paying the Conversion Fee; and
3. if you engage the HeroForce Worker directly before the end of the Extended Placement, the Conversion Fee becomes payable immediately.
If you engage a HeroForce Worker directly after the Relevant Period has expired, no Conversion Fee is payable.
You agree not to actively solicit or induce a HeroForce Worker to leave their engagement during any active placement.

5. Regulatory Compliance & Licensing

5.1. Depending on the territory, On Demand services may be governed by specific regulatory frameworks:

Australia: EH maintains the necessary Labour Hire Licenses or recruitment registrations required to provide these services.
New Zealand: We operate in compliance with the Health and Safety at Work Act 2015 and the Employment Relations Act 2000. You acknowledge that as the Host Employer in a triangular employment relationship, you share primary duty of care obligations for the worker’s safety and wellbeing.
United Kingdom: We operate as an “employment business” under the Conduct of Employment Agencies and Employment Businesses Regulations 2003. You acknowledge that we must provide specific “Key Information Documents” to workers before or at the start of each placement. The restrictions on transfer fees under Regulation 10 of those Regulations apply to direct engagement of On-Demand workers, as set out in the previous clause of these On-Demand Terms.
Canada: We ensure compliance with the provincial licensing and employment standards legislation of the relevant province. You agree to notify us immediately of any proposed changes to a worker’s role, location, or compensation that may impact compliance with applicable provincial standards.

6. Definitions

In addition to the definitions in the HeroForce Terms, the following terms apply to Service Pathway: On Demand Terms:

Annualised Placement Rate means the Placement Rate multiplied to an annual equivalent (weekly rate × 52; daily rate × 260; or hourly rate × the standard annual hours for the Role Category as specified in the Placement Terms, HeroForce Proposal or Role Category Schedule);
Conversion Fee has the meaning given in clause 4.1;
On-Demand Terms means these Service Pathway – On-Demand Terms;
Placement Rate means the hourly, daily, or weekly rate payable for a HeroForce Worker as specified in the Placement Terms or HeroForce Proposal;
Role Category means the category of role specified in the Placement Terms, HeroForce Proposal or a Role Category Schedule published by us from time to time, which determines the applicable vetting standard, minimum engagement period, and where applicable the Modern Award for On-Demand workers in that category;
Talent Pool means our pipeline of pre-screened, pre-vetted candidates available for On-Demand placements, as described in clause 2.1.

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