ACCEPTANCE
By agreeing to these Terms, you enter into a contract with us for the provision of services. Please review these Terms thoroughly.
These Terms and Conditions (Terms) are between The HR Toolbox (ABN: 30 497 347 509) (referred to as “we”, “us”, or “our”) and the Client described in the Proposal (referred to as “you” or “your”), collectively referred to as the Parties.
You have requested the services outlined in the selected HR subscription or other services (Services). You accept the fees, services, and these Terms by:
Purchase of any documents and materials
Purchase of any Services
Joining as a HR Toolbox subscribed member online
Paying fees as stipulated under the membership option, in the signed proposal, and/or from your invoice.

SERVICES
We agree to perform the Services with due care and skill. We may provide the Services to you using contractors and third-party providers, and they are included in these Terms. Third parties who are not our employees or direct contractors (Third Parties) will be your responsibility. We are not liable for services provided by Third Parties.
Services continue through all Australian Public Holidays and during December and cannot be placed on hold. All memberships continue with remote delivery. Our offices are closed from 25th December to 2nd January inclusive each year, and you acknowledge that we will not be available during this period.
If you request amended or additional services, including but not limited to changes in scope or variations (Additional Services), we have discretion on whether to perform this work and may require an adjustment to the Fee. If we cannot accommodate the Additional Services, we may request payment for Services performed to date and terminate these Terms. If you intend to terminate these Terms due to our inability to accommodate the Additional Services, you must provide us with written notice.

PRICE, INVOICING, AND PAYMENT
By joining as a member, you agree to pay any prescribed Start-Up Fee and the Ongoing Fees for the Services you have requested, as set out in the membership package selected, or as agreed verbally or in writing. You agree to pay the full and complete amount as agreed.
Payment of the Ongoing membership Fee will be direct debited from the card details entered at the time of signing up as a member or by invoice. All amounts are stated in Australian dollars and include Good and Services Tax unless stated otherwise. Travel is charged on

top of the membership fee for any business located outside 25 km from Melbourne CBD at 0.50c per km.
You agree to pay the Ongoing Fee within the payment terms. If you are unable to pay the amount owed before the due date of direct debit, you must notify us. If your card is declined, additional processing fees may be charged.
Late payment fees of 2% per day will apply to overdue invoices. If an Ongoing Fee remains unpaid for more than five (5) business days, we may cease providing the Services until payment is received. You will still be required to pay the agreed fee, even if services have ceased under this clause.
If an Ongoing Fee remains unpaid for more than ten (10) business days, we have the right to engage debt collection services and commence legal proceedings for any outstanding amounts owed to us.
Our pricing structure, payment methods, and these Terms may be amended from time to time at our discretion. Pricing changes will apply to Services provided after the date of the change. All other changes will apply from the date the amended or new Terms are posted on our Site or provided to you, whichever is earlier.

You must not breach our Intellectual Property rights by, including but not limited to:

Altering or modifying any of the Materials
Creating derivative works from the Materials
Using our Materials for commercial purposes such as on-sale to third parties

You are responsible for proofing and approving all policies and procedures, master documents including contracts and employment agreements, strategy documents, and project plans drafted by us for your business. Upon your approval, any subsequent errors in publishing are not our responsibility.
Editable files may be supplied to you upon request and full payment by you at our discretion. These are provided only for the express purpose of the Services, are for business use only, and must not be disclosed, provided to, or used by any other party, except with our written consent. We have the right to refuse to provide editable files.
All work we prepare or draft for you remains our Intellectual Property.

ACCESS TO INFORMATION AND PRIVACY
To provide the Services, we require access to your internal business records, including but not limited to:
Your payroll data and business operating systems
Personal information on your employees
Your internal information on employees, including performance and leave records
Logins and passwords to access any information
Any other information required to provide the Services (collectively the Records)

YOUR OBLIGATIONS AND WARRANTIES
You warrant that you will not canvass, employ, induce, or attempt to employ, induce, solicit, or entice away from us, any employee or contractor that was employed by or contracted to us during the term we provide Services to you or the prior twelve (12) month period.
You warrant that throughout the term of these Terms that:

There are no legal restrictions preventing you from agreeing to these Terms
You will cooperate with us and provide us with information, including the Records, reasonably necessary to enable us to perform the Services as requested by us from time to time, and comply with these requests promptly
The information, including the Records, you provide to us is true, correct, and complete
You will not infringe any third-party rights in working with us and receiving the Services, including by providing us access to and use of the Records
You will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim that we and you will use all reasonable efforts to resolve your concerns
You are responsible for obtaining any consents, licenses, and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licenses, and permissions. This includes any consents, licenses, and permissions from other parties necessary for us to access and use the Records
You consent to the use of your name and Intellectual Property in relation to the Services in a way which may identify you

FEEDBACK AND DISPUTE RESOLUTION
Your feedback is important to us. We aim to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact us.
If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
The complainant must inform the respondent in writing of the nature of the dispute, what outcome the complainant wants, and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement (Initial Meeting).
If the Parties cannot agree on a resolution at the Initial Meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on a mediator, the complainant will ask the Law Society of Victoria to appoint one. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, seeking to resolve the dispute.
Any attempts by the Parties to resolve a dispute under this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law, or in equity.

REFUND OR CHANGE OF MIND
Refunds or exchanges are processed by way of store credit to be used on other HR services available on https://thehrtoolbox.com.au. Refunds will be less any transaction fees incurred. Store credit cannot be exchanged for cash. Discounted HR Documents are final and no return, refund, or exchange will be applicable.

TERMINATION
Either Party may terminate these Terms:

By mutual agreement, with the relevant notice required under your membership (2 weeks notice for weekly payments or 4 weeks notice for monthly payments). Notice must be given at the end of your cycle and in writing, including by email; or
If there has been a material breach of these Terms, subject to the dispute resolution procedure.
Either Party may terminate these Terms immediately at their sole discretion if:

Either party considers that a request for the Service is inappropriate, improper, or unlawful
The Client fails to provide clear or timely instructions to enable the other party to provide the Services (including by failing to provide access to and use of Records)
The working relationship has broken down, including a loss of confidence and trust. In this case, any outstanding fees, including those that would have been due and

payable upon completion of the service, will still be due and payable, even if the service is incomplete.
Any fee remains unpaid for more than ten (10) business days.

On termination of these Terms, you agree that any payments made by you are non- refundable, and you are to pay any outstanding Fees. If you terminate these Terms, you must pay for all Services provided before termination, including any Services performed but not yet paid for.
On termination of these Terms, you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.
On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information, Intellectual Property, Records, any personal information on your employees, and/or documents containing or relating to your Confidential Information and Intellectual Property, Records, and personal information on your employees.
On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements.
For adjustments between membership tiers, we require the notice specified in your membership terms (2 weeks for weekly payments, 4 weeks for monthly payments). We do not accept adjustments during Australian Public Holidays and December.
Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy documents in accordance with statutory periods or upon termination of these Terms.
The accrued rights, obligations, and remedies of the Parties are not affected by the termination of these Terms.

DELAY
Where the provision of Services depends on your information or response, we are not liable for a failure to perform the Services in the period set out in the Proposal if affected by your delay in response or supply of incomplete or incorrect information. We reserve the right for delays to occur for reasons beyond our control, and this will not be grounds for negotiation on fees or termination of membership.

INDEMNITY
You agree to indemnify and keep the HR Toolbox fully indemnified against all claims by any person whatsoever for injury, loss or damage suffered in connection with your use of the Site and any claim whether in tort or contract for any loss, damage, or delay, including any special, indirect or consequential loss, loss of profit or revenue, loss of expected savings,

loss of business contracts, opportunity costs, loss or reduction of goodwill, and damage to reputation howsoever arising; all reasonable costs arising from The HR Toolbox defending a claim arising from your use of our Services. The HR Toolbox does not have to have incurred these costs to claim on this indemnity. You are liable for and agree to indemnify, defend, and hold us harmless against any and all claims, liabilities, suits, actions, and expenses, including litigation costs and reasonable legal costs, resulting directly or indirectly from:
Any information that is not accurate, up-to-date, or complete, or is misleading or a misrepresentation
Any breach of these Terms, including your Warranties
Any misuse of the Services by you, your employees, contractors, or agents
The obligations under this clause will survive termination of these Terms.

GOVERNING LAW
These Terms of Use and all other agreements and documentation with The HR Toolbox for the Services is governed solely by Australian Law under Victorian jurisdiction and any dispute must be determined exclusively in a Court or other tribunal within the jurisdiction of Australia.
Any provision of these Terms of Use which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be effective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability in such provision in any other jurisdiction.

FORCE MAJEURE

Neither party shall be liable for any default arising due to act of God, war, any industrial action including strike and lockout, fire, flood, drought, tempest or other natural disaster, or any other event beyond either party’s reasonable control.

WAIVER
If we fail to exercise a power, right, or remedy under this Agreement, it does not operate as a waiver of that power, right, or remedy. No waiver is effective unless it is in writing.