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Our agreement with you

Welcome to 91����, nice to meet you! We’re excited for you to start your work easy journey.

When you subscribe for any of our Services (like Payroll Partner, Managed Payroll, HR Advisory, or HR Partner), including if you subscribe to a service package that includes any of the Services, you agree to these terms and conditions (the Service Terms), any policies they link to and any specific terms and conditions that apply to other EH products or services you use as part of the Services.

These Service Terms are important. Please read them carefully and let us know if you have any questions. We’ve done our best to explain it all without using too much jargon, so it’s clear what we expect from you and what you can expect from us.

If you don’t agree with these Service Terms, then you must not use the Services.

These Service Terms apply broadly to the Services. To find out more about the scope of these Services, you can view the relevant pages in the table below.

Scope of Services

These Service Terms are in effect as of 24 March 2025. You can view the previous version here.

1. Who ‘we’ are

1. At 91����, we are committed to safeguarding the privacy of our customers and end-users When we say ‘91����’, ‘us’, ‘our’, or ‘we’ in these Service Terms, we’re referring to 91���� Pty Ltd and its affiliates.
2. If your Customer Agreement or your invoices instead specify an Affiliate of 91���� Pty Ltd as your provider of the Services, then these Service Terms will apply between you and that Affiliate.

2. Who ‘you’ are

1. When we say ‘you’ or ‘your’ in these Service Terms, we’re referring to the business named as the recipient of the Services in your Customer Agreement.

3. Other defined words and rules for interpreting these Service Terms

1. When capitalised in these Service Terms, words defined in bold or listed below have a specific meaning:
   • 1.1 Affiliate means, in relation to a person, any other person that (directly or indirectly) controls, is controlled by or is under common control with such person, and in respect of 91����, includes the entities identified here.
   • 1.2 Customer Agreement means the written agreement between us and you relating to your use of the Services, which may include other products or services that we provide to you that are not governed by these Service Terms.
   • 1.3 EH Platform means the EH Websites, mobile applications like the 91���� Work app, services, content, Subscriptions, accounts, benefits & perks and offers as available through or as described on the EH Websites, mobile applications, platform or agreed between you and us from time to time.
   • 1.4 EH Websites means the websites that we operate or provide any features of the EH Platform through, including the 91���� website available at employmenthero.com.
   • 1.5 Fee means the amount payable by you for the Services, as set out in your Customer Agreement.
   • 1.6 Intellectual Property Rights means all and any patents, trade marks, service marks, trade names, domain names, registered designs, unregistered design rights, copyright, know how, trade secrets and rights in confidential information, URLs and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same.
   • 1.7 Services means the services specified in your Customer Agreement, or as inclusions of the subscription package you purchase, which may include Payroll Partner, Managed Payroll, HR Advisory and HR Partner.
   • 1.8 Your Data means the data, information (including personal information or data) or content provided to us by you, or that is otherwise entered into or uploaded to the EH Platform by you in connection with the Services.
     
2. The following rules apply to interpreting these terms unless the context requires otherwise:
   • 2.1 headings in bold are for convenience only and do not affect the interpretation of these Service Terms;
   • 2.2 references to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency as well as an individual;
   • 2.3 the singular includes the plural and vice versa;
   • 2.4 a reference to any legislation, regulations, binding directions issued by government agencies, mandatory codes of conduct, or similar, includes all delegated instruments made under them and any amendments, consolidations, replacements or re-enactments of any of them; and
   • 2.5 specifying anything in these Service Terms after the words “like”, “include”, “for example” or similar expressions does not limit what else is included.

4. Other terms and conditions that apply to the Services

1. These Service Terms incorporate any additional terms relating to the Services that are set out in your Customer Agreement.
2. Depending on the Services or our other products and services you use, other terms and conditions may apply to you (collectively called Feature Specific Terms) including:
   • 2.1 if you use the EH Platform, the EH Platform Terms;
   • 2.2 if you use our Benefits & Perks features in the EH Platform, the Benefits & Perks Terms; and
   • 2.3 any additional terms that apply to services or products offered by us that you use, as notified to you and agreed by you before you access those services or products.

5. How our different terms apply (priority of terms)

1. If there is any inconsistency between your Customer Agreement, these Service Terms and any Feature Specific Terms, then (to the extent of the inconsistency):
   • 1.1 the terms of your Customer Agreement will take priority over these Service Terms and any Feature Specific Terms that apply; and
   • 1.2 in relation to the specific product or service that they govern only, the relevant Feature Specific Terms will take priority over these Service Terms.

6. Changes to the Services and our Service Terms

1. From time to time, we may decide to make changes to the features or functionality of the Services or change or replace any part of these Service Terms by posting updated or amended terms to the EH Websites or otherwise notifying you of the changes in your account. Please check the EH Websites for changes.
2. Previous versions of our terms and conditions are available in our archive here: /legals/archived/.
3. Generally, we will give you reasonable notice of material changes to the Service Terms that we determine may adversely affect your rights or your use of the Services before they become effective, unless we need to make changes immediately for reasons we can’t reasonably control (like a legal requirement).
4. If the change to the Services or the Service Terms is unacceptable to you, you may stop using the Services, cancel your subscription or terminate the Services under these Service Terms. If you continue to use the Services after any amended terms become effective, you agree to be bound by the amended terms.
5. If we decide to stop offering some Services or parts of the Services, we may terminate your access to such features or services by providing written notice to you. If you are not in breach of these Service Terms, we will refund any prepaid fees that relate to the terminated features or services on a pro-rata basis.

7. Our obligations and warranties

1. We must:
   • 1.1 provide the Services in accordance with the specific Service terms included in your Customer Agreement, in good faith and with due care and skill; and
   • 1.2 use our best endeavours to ensure that our agents, contractors and employees observe the confidentiality and nondisclosure obligations contained in these Service Terms.
2. We warrant that:
   • 2.1 we have the right and authority to enter into these Service Terms and provide the Services;
   • 2.2 the provision of the Services does not violate any laws or regulations or any agreements or undertakings to which we are a party;
   • 2.3 all representations made by us or on our behalf to you are true and accurate and we will inform you of any fact, matter or circumstance which we become aware of which would make any such representation incorrect, false or misleading; and
   • 2.4 we will comply with all applicable laws, regulations and standards that apply to the Services and these Service Terms.

8. Your obligations and warranties

1. You must:
   • 1.1 at all times ensure that all information provided to us is accurate, complete, provided in the agreed timeframes and in the agreed format;
   • 1.2 use the Services only in accordance with any instructions provided by us and our Fair Use Code
   • 1.3 ensure that your agents, contractors and employees observe the confidentiality and nondisclosure obligations contained in these Service Terms;
   • 1.4 complete any onboarding forms or requests for information reasonably required by us to ensure compliance with applicable anti money laundering or similar laws, and ensure that any information provided as part of these processes remains up to date during the Subscription Term. We may refuse to provide all or any part of the Services if we determine that the responses or information provided does not comply with relevant requirements, and will have no liability to you in connection with such determination; and
   • 1.5 make available to us at no charge all information, facilities and services reasonably required by us to enable us to perform the Services.
2. We warrant that:
   • 2.1 you have the right and authority to enter into these Service Terms and comply with your obligations;
   • 2.2 the provision of Your Data to us (whether verbally or in writing) does not violate any laws or regulations or any agreements or undertakings to which you are a party;
   • 2.3 all representations (whether made verbally or in writing) made by you or on your behalf to us are true and accurate and you will inform us of any fact, matter or circumstance which you become aware of which would make any such representation incorrect, false or misleading; and
   • 2.4 you will comply with all applicable laws, regulations and standards that apply to the Services and these Service Terms.

9. Fair Use Code

1. When we refer to our Fair Use Code in these Service Terms (including in your Customer Agreement), we’re referring to the terms of this clause. Our Fair Use Code applies to Services that are stated to be subject to the Fair Use Code.
2. Our Fair Use Code is intended to ensure the availability of Services to all eligible clients when they need it and that the Services are not used or abused in a manner deemed unreasonable or excessive by us.
3. Our Fair Use Code is intended to ensure the availability of Services to all eligible clients when they need it and that the Services are not used or abused in a manner deemed unreasonable or excessive by us.
   • 3.1 your use of the Services appears to be for the benefit of third parties (for example, for the benefit other businesses which may include resupplying or reselling any of the Services) without our prior written consent;
   • 3.2 information you provide to use is not complete or accurate, or such information is misleading;
   • 3.3 you do not have all the consents that are required by law to provide us with Your Data in a way that enables us to provide you with the Services; or
   • 3.4 your use of the Services involve non-ordinary or excessive use comparative to the agreed headcount for your Services.

10. Your Data, data use and privacy

1. We take your privacy and data protection seriously. We will comply with all applicable data protection and privacy laws that apply to Your Data. In addition to these Service Terms, our Privacy Policy sets out in detail how we may collect, use and process personal information contained in Your Data.
2. By using the Services you consent to our use of Your Data as described in our Privacy Policy.
3. We do not own Your Data. You grant us a licence to use, copy, store, transmit, analyse, and back up Your Data, for the purpose of providing the Services, related services and improvements to you, to carry out data analytics using de-identified aggregated data, to communicate with you about the Services and to send information that we think may be of interest to you.5
4. Our Data Processing Addendum (DPA) sets out your responsibilities (and ours) for processing of such personal information contained in Your Data and you agree that where the DPA applies to you, you have read, understood and agreed to it.
5. You agree to comply with any reasonable data privacy and security policies and standards that apply to your use of the Services that may be communicated to you from time to time.
6. You must have the right to upload or otherwise provide Your Data to us. If you enter or upload another person’s personal information, confidential information or intellectual property to the EH Platform or otherwise provide such data to us, you are responsible for obtaining all consents or otherwise complying with any laws relating to the collection and use of the information in Your Data required to allow us to store and use Your Data to provide the Services and as permitted by these Service Terms. We may suspend provision of the Services to you if you fail to obtain any necessary consents required under this clause.
7. We have no obligation to monitor Your Data. However, we may remove Your Data or suspend or terminate your access to the Services if we consider in good faith that Your Data breaches these Services or any law or in response to a take-down request or allegation that Your Data breaches any other person’s rights. We are not liable for any losses you may incur if we take any actions permitted by this clause.

11. Data breach notifications

1. In these Service Terms, Data Breach means any actual or suspected misuse of or damage to, accidental or unauthorised access to, disclosure, processing or destruction of any personal information contained in Your Data.
2. If there is a Data Breach affecting Your Data, we will comply with our obligations to notify and assist you and to remediate the Data Breach under any data protection laws.
3. If you believe that there may have been a Data Breach impacting our Services or any other products or services we provide to you, you must notify us as soon as possible and in any event within 24 hours of you becoming aware of the Data Breach.
4. If a Data Breach happens, you.
   • 4.1 must fully cooperate with us in investigating and remediating the Data Breach to prevent serious harm being caused to individuals using our Services;
   • 4.2 must not notify any regulator, individual outside of your organisation or other third party without our prior written consent unless such notification is required by law; and
   • 4.3 agree that we have absolute discretion and are responsible for:
     • 4.3.1 assessing the level of harm potentially caused by the Data Breach, and assessing the likelihood of the risk of harm to affected individuals using the Services;
     • 4.3.2 determining if notification is required under law to affected individuals outside of your organisation and any regulators;
     • 4.3.3 all correspondence and dealings with regulators and affected individuals outside of your organisation, including the form, content and timing of any notices;
     • 4.3.4 determining the remediation strategy; and
     • 4.3.5 the costs of any of the above activities.

12. Intellectual property

1. We are the sole owner of the Services, other than any open source software components in any software we provide to you which are subject to their relevant open source licences and do not form part of the licence given to you by these Service Terms.
2. All Intellectual Property Rights in the Services, including copies, modifications, updates or new releases, vest with us or our licensors.
3. You assign to us any Intellectual Property Rights in suggestions, ideas, enhancement requests, or other feedback you provide to us relating to the Services or any other services we provide to you.
4. Nothing in these Service Terms creates an assignment or transfer of any kind of any of our Intellectual Property Rights to you.

13. Confidentiality

1. In these Service Terms, Confidential Information of a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information that is in the public domain other than through a breach of confidence.
2. While using the Services you may share Confidential Information with us, and you may become aware of Confidential Information about us. We refer to the party (you or us) that is receiving Confidential Information as the Recipient in this clause.
3. You and we acknowledge that a breach of this clause may cause irreparable harm for which damages may not be an adequate remedy. The party whose Confidential Information may be disclosed as part of any breach of this clause may seek injunctive relief against the other party or to compel specific performance in addition to any other remedies available at law.
4. The Recipient agrees that it must keep confidential and not disclose to any third party Confidential Information of the other party and to take reasonable steps to protect the other party’s Confidential Information from being accessed by unauthorised third parties, with the exception that a Recipient may disclose such Confidential Information to:
   • 4.1 a third party with the prior written consent of the party that owns the Confidential Information (where the consent given may be conditional);
   • 4.2 the Recipient or its Affiliates’ officers, agents, professional advisors, employees, contractors, subcontractors, auditors and insurers, provided that these recipients are subject to confidentiality obligations at least as stringent as this clause; or
   • 4.3 a governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal or agency where the Recipient is required to do so, provided that it uses commercially reasonable efforts to give the other party written notice before the disclosure (if notifying the other party is permitted by law).

14. Fees and invoicing

1. You will be liable to pay the Fees to us, starting on the date of your Customer Agreement.
2. Unless otherwise stated, all Fees are exclusive of sales taxes (like GST and VAT) and any other applicable taxes and duties. You are responsible for paying us the amount of any such taxes or duties that apply.
3. For any partial or incomplete monthly Service (meaning where the Service is provided for part of a month) periods the Fees will be calculated on a pro-rata basis.
4. A valid payment method and accurate billing information is required to process your Fee payment. By submitting such payment information, you authorise us to charge all fees incurred through your account to any such payment method. If you miss a payment, we may suspend your access to the Services until payment is made.
5. We will issue an invoice to you for the Fees in accordance with your Customer Agreement on either a monthly or annual basis, as agreed. You must pay this invoice within 14 days from the date of our invoice.
6. From time to time, we may change the fees that apply to your use of the Services or any other products or services we provide to you. We will follow the process in the ‘Changes to the Services and these Service Terms’ clause for any such changes.
7. Notwithstanding the previous clause, where you pay Fees on a fixed fee basis (rather than on a “per employee” basis), we may instead charge you on a “per employee” basis if the number of employees employed by you increases to over 25 at any time. We must provide 30 days’ notice of such change.

15. Subscription Term and termination of your Services

1. These Service Terms and the Services commence on the date of your Customer Agreement and will continue until they are terminated in accordance with these Service Terms or by operation of law (Subscription Term). You agree to pay the applicable Fees for the duration of your Subscription Term.
2. You may agree to a minimum Subscription Term with us. If you do, then you cannot terminate the Services or your Customer Agreement for convenience until the end of this minimum term.
3. Subject to the previous clause, either party may terminate the Services by giving 6 weeks’ written notice to the other party:
   • 3.1 if you have agreed to a minimum term, on and from the date on which your minimum term expires; or
   • 3.2 if you have not agreed to a minimum term, at any time during your Subscription Term.
4. You may terminate your Services and these Service Terms at any time by written notice if:
   • 4.1 we commit a material breaches of these Service Terms and do not remedy the breach within 14 days of receiving notice of the breach;
   • 4.2 we commit a material breach of any of Service Terms and the breach cannot be remedied; or
   • 4.3 our business becomes insolvent, goes into liquidation or has a receiver manager appointed over any of its assets, we become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

16. Effect of termination

1. Termination of the Services for any reason will not relieve you of any obligation to pay any Fees that are owing under these Service Terms on or before the date of termination.
2. Upon termination of the Services:
   • 2.1 we will immediately cease performing the Services;
   • 2.2 you must cease all use of the Services, and ensure your users do the same;
   • 2.3 where you store any of our Confidential Information, you must immediately delete that Confidential Information; and
   • 2.4 if applicable, we will return to you all original hard copy documents in our possession, custody or control regarding your Services, including payroll information if requested.
3.  After termination of your Services we will have no further obligation to store or provide access to Your Data, and we may delete or remove Your Data after 3 months from the date of termination. We will not be liable for any losses incurred directly or indirectly from the loss of Your Data after termination.

17. Disclaimer of warranties

1. You acknowledge that the Services are provided on an “as is, as available” basis. To the maximum extent permitted by law, we exclude all express or implied warranties, guarantees and representations including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.
2. For the avoidance of any doubt, the Services are not to be constructed or interpreted as legal advice.
3.  Where there are any non-excludable warranties, guarantees or other rights provided by law (including under the Australian Consumer Law), these still apply. These Service Terms do not exclude, restrict or modify them. Our liability for breach of any such non-excludable warranty, guarantee or other right is limited to (at our option) either replacing or paying the cost of replacing the relevant service (unless the law requires otherwise).