EmployeeConnect Terms and Conditions

1. Intellectual Property

All rights, title and interest in and to such materials produced by EmployeeConnect under this agreement, including, without limitation, all copyrights, are owned solely by EmployeeConnect. In the performance of this Agreement certain designs, concepts, methods, techniques, processes, adaptations, inventions and ideas (collectively ‘Inventions’) may be conceived or developed by EmployeeConnect. All rights, title and interest in and to the Inventions shall remain as EmployeeConnect’s property. EmployeeConnect undertakes that it will indemnify the Customer against any loss, damage, or expense reasonably incurred resulting from a third-party claim against the intellectual property resulting from the Customers use of the EmployeeConnect licensed Software.

2. Warranty

EmployeeConnect warrants that the software and/or services will substantially conform to the functional description in the published user manual and/or product description, at time of installation (standard product). The warranty commences upon delivery, installation, or first use of the system and extends for a period of thirty days. The Customer must notify EmployeeConnect of nonconformance during the warranty period. No Other Warranties are made with respect to the software or documentation by any person, including but not limited to EmployeeConnect, any of its officers, contractors, agents and Authorised partners and resellers other than those set out in this agreement.
This warranty does not cover conditions resulting from improper use of software and/or services, or outside the control of EmployeeConnect. EmployeeConnect does not warrant that the software and/or services will be uninterrupted or error free. Where permitted by law, EmployeeConnect’s liability for breach of any expressed or implied conditions or warranty shall be limited, at its discretion, to replacing the software and/or services, or refunding the purchase price.

3. Limitation of Liability

In no event shall either party be liable for any indirect incidental, special or consequential damages or loss arising out of the use, or inability to use, the software and/or services under this agreement. EmployeeConnect shall
have no liability for any data or other content stored or used with the system. The entire liability of either party, whether in tort, negligence or otherwise shall not exceed the price paid by the Customer for the software and services.

4. Term of Agreement

This Agreement will continue for a period of one (1) year from the commencement date appearing at the head of the Agreement. The Agreement will be automatically renewed for periods of one (1) year unless terminated by either party.

5. Termination

The Customer may terminate this agreement with 90 days written notice. Either party may terminate the license if the other party becomes insolvent or commits a material breach of this agreement in respect of which the defaulting party has been given 30 days to rectify the breach. Upon termination, the Customer will pay for all approved services delivered up to that point, including that not yet invoiced.

6. Confidentiality

“Confidential Information” is any information which is known or ought to be reasonably suspected to be of a confidential nature, including without limitation; a) any information concerning the business or affairs of the other party; b) personal information; and c) data or other content stored or used with the system. If, whilst interacting with EmployeeConnect, you provide any personal information of an individual, including personal information of any officer or employee then:i. The Customer warrants that in providing such personal information you have complied with your legal obligations under the Privacy Act 1988 (Cth), including the national Privacy Principles in Schedule 3 of that Act; and ii. EmployeeConnect warrants that it will only use such personal information disclosed by the Customer for the purpose of providing services and support under this Agreement and in compliance to its legal obligations under the Privacy Act 1988 (Cth), including the national Privacy Principles in Schedule 3 of that Act Both parties agree that all Confidential Information which is furnished by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) will be maintained by the Receiving Party in confidence and shall not be used by the Receiving Party to the detriment of, or in any manner in competition with, the Disclosing Party, nor will any such information be disclosed to any third party without the prior written consent of the Disclosing Party. Neither party will have any obligation, however, with respect to information which, a) is already in the public domain; b) is already known to the Receiving Party when received; c) thereafter becomes generally obtainable by the Receiving Party other than as a result of an unauthorized disclosure; or d) is required by law, regulation or court order to be disclosed by the Receiving Party. Upon termination of this Agreement for any reason the Receiving Party will immediately destroy or return to the Disclosing Party all Confidential Information in its possession or control. The obligations and duties of the parties insofar as nondisclosure of Confidential Information shall survive the termination of this Agreement.

7. Government Tax

“Government Tax” means a goods and services tax, a value added tax, a sales tax, an import/export tax, a customs or excise duty, a consumption tax, a withholding tax, or any other similar government imposed tax, duty, or withholding. The fees payable for the supply of any goods, services or other things (“products”) under this Agreement is exclusive of any Government Tax. If, during the term of this Agreement, the imposition of a Government Tax applies to EmployeeConnect SaaS Agreement Connect. Engage. Transform. Multiplant20240812 Page 12 of 17 the products, the fees payable shall be increased by the full amount of the Government Tax. The invoice fees will be increased to reflect all required Government Taxes, including (where applicable) Australian GST. It is the responsibility of the Customer to inform EmployeeConnect of any applicable tax adjustments.

8. Recurring Fees CPI Increase

Recurring or Subscription fees will be adjusted by the Australian Federal government published CPI on 30th June annually, using the “weighted average of eight capital cities” Year to most recent reported quarter (at that point) ALL groups CPI figure. http://www.abs.gov.au/ausstats/abs@.nsf/mf/6401.0

9. Invoicing & Payment Terms

Invoices are e-mailed by EmployeeConnect to the contact e-mail address held on file. The Client must ensure that EmployeeConnect is advised of any e-mail contact detail changes. EmployeeConnect’s preferred payment method is bank transfer. Bank details will be provided on each invoice. Each party is responsible for paying their own bank charges.Payment Terms are 30 days from invoice date. The Client is responsible for ensuring that invoices are paid in accordance to these terms. Payment not received between 45-90 days after the invoice date will incur additional 3.9% fee. (Separate invoice will be raised “due Now” terms.) Employee Connect reserves the right to suspend / deny access where payment has not been received after 45 days from invoice date. Payment not received post 90-days constitutes a breach of this Agreement and action to recover the debt will commence.

10. Third Party

“Third Party” means, i. Any entity that is not the Customer or EmployeeConnect. ii. Third Party Software – software, such as, but not limited to, Payroll, which can be used in conjunction with the EmployeeConnect product but is not associated with EmployeeConnect.

11. No Waiver

A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does not operate as a waiver of the power or right. A single or partial exercise of the power or right does
not preclude a further exercise or it or the exercise of any other power or right under this Agreement. A waiver of a breach does not operate as a waiver of any other breach.

12. Dispute Resolution

The parties must use their best endeavours to resolve disputes which arise under or in relation to this Agreement.
Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this agreement. In the event of dispute, the parties agree to a) serve notice to the other party invoking the dispute resolution process, and b) appoint senior representatives to meet within 14 days after the notice seeking resolution in good faith. If no resolution is reached or if the parties fail to meet, either party may institute legal proceedings without prejudice to any other rights under this agreement, and without further notice.

13. Severability

If any term or provision of this agreement is found to be illegal or unenforceable, the remainder of this agreement will remain in force with the illegal or unenforceable provision shall be deemed modified to the least extent necessary to become legal, enforceable, and valid and encompass the intent of the parties. If there is any conflict between the Terms and Conditions of the Agreement and any other counterparts or schedules of the Agreement, then the provisions of the Terms and Conditions prevail.

14. Force Majeure

If either party is unable to perform its obligations under this Agreement by virtue of an Act of God or other events or circumstances beyond its control, the obligations of that party will be suspended for as long as such events or
circumstances continue, subject to the other party’s right to terminate this Agreement.

15. Governing Law and Jurisdiction

This Agreement is governed by and must be construed in accordance with the laws of New South Wales (where the Customer is located in Australia), or New Zealand (where the Customer is located in New Zealand). The parties submit to the exclusive jurisdiction of the courts of that territory in respect to all matters arising out of this Agreement.

16. Marketing Permissions

As a Client of Employee Connect, the Customer (the “Client”) by and through its undersigned authorised representative, hereby gives permission for EmployeeConnect to publish and/or use its company logo or registered mark on the EmployeeConnect website “clients” page. A copy of the current Company logo will be provided to EmployeeConnect by the Client. The Client understands and agrees that, if the Client discontinues its commercial relationship with
EmployeeConnect, there may still be published materials in existence that relate to EmployeeConnect and that reflect the Client’s logo or registered mark. EmployeeConnect will use reasonable efforts to replace and update the EmployeeConnect website content periodically; notwithstanding, this permission and release by the Client survives termination of commercial relationship in EmployeeConnect for a reasonable time until such website orientated materials are revised. The Client may withdraw this permission at any time during the term of the agreement by giving 30 days notice in writing.