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					THIS AGREEMENT               is executed this 1-Sep-2005

                             CLOUDPAYROLL PTY LTD ACN 146 118 390
BETWEEN                      ('CloudPayroll')

                             OUTBACK VENTURES PTY LTD ABN 68 146
AND                          118 390 ('the Customer')
IT IS HEREBY AGREED that CloudPayroll will provide to the Customer, the services described in this Agreement on
the following terms and conditions.


                           1 Definitions
                             In this Agreement:
                             "ATO" means the Australian Taxation Office.
                             "Effective Date" means the date of confirmation of the Customer's first 'live'
                             Payrun.
                             "Intellectual Property Rights" means copyright, trade mark, design, patent,
                             semiconductor or circuit layout rights.
                             "Licencor" means iPayroll Ltd, the parent company of CloudPayroll.

                             "Minimum Period" means the term as selected by the Customer in Clause 16.

                             "Processing Fees" means CloudPayroll charges defined on the "Our Processing Fees" page
                             at http://www.cloudpayroll.com.au/org/sample/help/company/fees_schedule as
                             amended from time to time.
                             "Payrun" means when the Customer confirms the payroll in the "Confirm this
                             Payroll" page.
                             "Renewal Period" means twelve (12) calendar months.
                             "Services" means the payroll services described in clause 4 as selected by the
                             Customer.
                             "Term" means the term of this Agreement being the Minimum Period plus any
                             Renewal Period.
                             "Website" means CloudPayroll at http://www.cloudpayroll.com.au.


                           2 Commencement and Duration
                             This Agreement shall commence on the Effective Date and shall continue for the
                         2.1 Minimum Period.
    If this Agreement has not been terminated, or notice of termination pursuant to
    sub-clause 3.1 has not been given by either party, then this Agreement shall be
    automatically renewed for a further term equal to the Renewal Period upon the
    same standard terms and conditions as then exist between CloudPayroll and its
    customers as shall be specified or exhibited on its Website, including this provision
2.2 for renewal but subject always to sub-clause 5.3.


 3 Termination
    Either party may terminate this Agreement by giving not less than 30 days prior
    written notice to the other party at any time prior to the expiration of the term of
    the Agreement, the termination date being the last day of the term of the
3.1 Agreement, or the end of the 30 day notice period, whichever is the later.

    If prior to the termination date the Customer shall cease paying staff on the
    CloudPayroll system, then CloudPayroll shall be entitled to charge Processing Fees
    from the date of the last 'live' Payrun until the termination date calculated on the
    average monthly fees received for the immediately preceding 12 month period (or
3.2 pro-rated if less than 12 months processing has been undertaken).
    CloudPayroll shall be entitled to deduct all outstanding monies including
    Processing Fees (subject to the provision of a tax invoice) from funds held, with all
3.3 residual monies (if any) being returned to the Customer.
    Upon termination of this Agreement the Customer may retrieve copies of its data
3.4 and information.


 4 Services
      CloudPayroll shall provide Payroll Services to the Customer in a good and professional
      manner and in accordance with current Australian legislation and government regulations
      as amended from time to time, as defined at
4.1   http://www.cloudpayroll.com.au/org/sample/help/company/payroll.
      CloudPayroll shall provide the Customer with the Banking Services as selected by the
      Customer from time to time as defined at
4.2   http://www.cloudpayroll.com.au/org/sample/help/gettingStarted/banking.
      CloudPayroll shall provide the Customer with the Taxation Services as selected by the
      Customer from time to time as defined at
4.3   http://www.cloudpayroll.com.au/org/sample/help/gettingStarted/tax.
      CloudPayroll shall provide the Customer with the Superannuation Services as selected by
      the Customer from time to time as defined at
4.4   http://www.cloudpayroll.com.au/org/sample/help/gettingStarted/super.
      If CloudPayroll is required to provide Taxation and/or Superannuation Services of
      behalf of the Customer the following shall apply:
   4.5.1




   4.5.2




   4.5.3




   4.5.4




4.5 4.5.5
    CloudPayroll shall provide suitable hardware, software and a network environment
4.6 to enable provision of services to the Customer via the Website.
4.7 The Customer shall provide connection to the Internet at its own costs.


 5 Charges
    The Customer shall pay Processing Fees to CloudPayroll at time of Payrun. If the
    Processing Fees (or any other amounts owing to CloudPayroll) have not been paid
    CloudPayroll shall not be obliged to run subsequent pays until they are paid.
    Failure to pay the Processing Fees may result in the termination of this Agreement
    by CloudPayroll without prejudice to its rights to recover from the Customer all
    outstanding and future amounts owing to CloudPayroll for any remaining period of
5.1 the Term.

    At the time of Payrun CloudPayroll will provide a Tax Invoice to support all Processing Fees
5.2 at http://www.cloudpayroll.com.au/org/sample/payroll/report/invoice/view/.
    CloudPayroll may vary its Processing Fees from time to time by giving notice on its
5.3 Website to be effective from the next Payrun after notice is given.
    The Customer is responsible for reguarly reviewing these Website Terms and
    Conditions and the Customer's continued use of the Website constitutes the
5.4 Customer's agreement to all such amended Website terms.


 6 Warranties
    CloudPayroll warrants that it will use all reasonable skill, care and diligence in the
6.1 provision of the services agreed to be provided by this Agreement.

    Notwithstanding the provisions of sub-clause 6.1, the Customer acknowledges that
    it has entered into this Agreement relying on its own judgment and not upon any
    warranty or representation made by CloudPayroll that the Services specified and
    selected by the Customer are suitable and/or adequate for the Customer's
6.2 particular business, purpose or compliance requirements.
    The Customer must ensure that access to the Web site is not illegal or prohibited
    by laws which apply to the Customer or the place where the Customer accesses the
6.3 Website.
    The Customer accepts that it must take its own precautions to ensure that the
    process which it employs for accessing the Website does not expose it to the risk of
    viruses, malicious computer code or other forms of interference which may
    damage the Customer's own computer system. For the removal of doubt,
    CloudPayroll does not accept responsibility for any interference or damage to a
    Customer's own computer system which arises in connection with a Customer's
6.4 use of the Website or any linked web site.

    Apart from warranties contained in this Agreement or implied by law and which
    are incapable of exclusion, restriction or modification, CloudPayroll makes no other
    warranty, representation or undertaking whatsoever in respect of the Services or
6.5 any hardware, software or network environment that may be used or supplied.
    CloudPayroll does not purport to provide any financial, taxation or other
    professional advice through the Website and the Customer is encouraged to seek
6.6 independent professional advice prior to making any financial decisions.
    The Customer acknowledges that the Services provided pursuant to this
6.7 Agreement are being acquired solely for use in the Customer's business.


 7 Title Rights

    The title rights, copyrights and the Intellectual Property Rights whatsoever in any
    information, software, material, technique, procedure or other know-how
    produced for or used in providing the Services pursuant to the provisions of this
7.1 Agreement shall remain vested exclusively in CloudPayroll, or its Licencor.


 8 Limitation of Liability
    CloudPayroll shall not be liable to the Customer or any other party in any manner
    whatsoever whether direct or indirect arising out of:

    8.1.1

    8.1.2


    8.1.3




8.1 8.1.4

    Excepting only the indemnity provided in sub–clause 4.4.4 and to the fullest
    extent permitted by law, neither CloudPayroll nor its affiliates, subsidiaries, related
    bodies corporate, directors, officers, employees, agents, contractors, successors or
    assigns (collectively "CloudPayroll's Related Bodies") will be liable for any damages,
    economic loss or other loss whatsoever arising out of, or in any way related to, the
    use or access of the Website. This limitation applies to direct, indirect,
    consequential, exemplary, incidental, special, punitive or any other losses or
    damages that the Customer or others may suffer, as well as damages for loss of
8.2 profits, goodwill, use, business interruption or the loss of data or information.
     To the fullest extent permitted by law, CloudPayroll's and CloudPayroll's Related
     Bodies' liability for breach of any implied condition, warranty or undertaking which
     cannot be excluded is limited, at the option of CloudPayroll, to the supplying of the
 8.3 Services again or the payment of the cost of having the Services supplied again.
     The limitation of CloudPayroll's liability applies whether the claim is in contract,
     tort (including without limitation, negligence) or equity and even if CloudPayroll
     has been notified of the possibility of such loss or damage. The Customer agrees
     that CloudPayroll's and CloudPayroll's Related Bodies' liability, if any, to the
     Customer at law will be reduced by the extent, if any, to which the Customer
 8.4 contributed to the loss.


  9 Indemnity
     The Customer indemnifies CloudPayroll in respect of any liability incurred by
     CloudPayroll for any loss, cost, damage or expense howsoever caused, or suffered
     by CloudPayroll as a result of the Customer's breach of these Website terms and
 9.1 conditions.


 10 Force Majeure

     CloudPayroll shall not be liable to the Customer or any other party claiming
     through the Customer in respect of anything which, apart from this provision, may
     constitute breach of this Agreement arising by reason of force majeure, namely,
     circumstances beyond the control of CloudPayroll which prevent or limit
     CloudPayroll's ability to perform its obligations pursuant to this Agreement.
     Circumstances which constitute force majeure shall include (but shall not be
     limited to) acts of God, fire, flood, earthquake, explosion, sabotage, accident,
     embargo, riot, civil commotion, computer virus, breakdown of equipment, and
10.1 failure of electrical supply or telecommunications links.


 11 Confidentiality
     Both parties, including their respective employees, agents and sub-contractors,
     shall keep confidential the terms of this Agreement and all data and other
     information, which shall come into their possession pursuant to or in the
11.1 performance of this Agreement.


 12 Privacy
            Customer privacy and security is very important to CloudPayroll. CloudPayroll will
            ensure that Customer information and data is handled sensitively, securely and
            with proper regard to privacy. CloudPayroll fully supports the "National Privacy
       12.1 Principle" found in Schedule 3 of the Privacy Act 1988 (Cth).
            More information on privacy legislation is available from the Federal Privacy
            Commissioner at http://www.privacy.gov.au and the Customer is requested to
            review CloudPayroll's Privacy Statement at
       12.2 http://www.cloudpayroll.com.au/about/privacy/.


13.         Security
            CloudPayroll shall provide a comprehensive and secure environment to protect the
            integrity and security of the Website, and of the Customer's and CloudPayroll's
            information in accordance with CloudPayroll's Security Profile at
13.1        http://www.cloudpayroll.com.au/about/security.
            The Customer acknowledges that no data transmission over the Internet can be
            guaranteed as totally secure. Whilst CloudPayroll will strive to protect such
            information, CloudPayroll does not warrant and cannot ensure the security of any
            information which the Customer transmits to CloudPayroll. Accordingly, any
            information which the Customer transmits to CloudPayroll is transmitted at the
            Customer's own risk. Nevertheless, once CloudPayroll receives the Customer’s
            transmission, CloudPayroll will take all reasonable steps to preserve the security of
13.2        such information.

            The Customer will at all times be solely responsible for the security of all user
            names and passwords used by the Customer to access the Website and conduct
            any transaction available via the Website. CloudPayroll will not be responsible for
            any unauthorised access to the Website or misuse of any user names or passwords.
            The Customer must notify CloudPayroll of any change in user name or password
            any suspected or actual unauthorised access to a user name or password and if a
       13.3 person is no longer entitled to use a user name or password.
            The Customer must not compromise CloudPayroll's security environment or
            service availability through hacking, denial of service attacks and the like. The
            Customer will be responsible at all times for the actions of its employees, agents
       13.4 and sub-contractors in breach of this provision.


14.         Linked Websites

            The Website may contain links to other web sites ("Linked Web Sites"). Those links
14.1        are provided for convenience only and may not remain current or be maintained.
                                 CloudPayroll are not responsible for the content or privacy practices associated
14.2                             with Linked Web Sites.
                                 CloudPayroll's links with Linked Web Sites should not be construed as an
                                 endorsement, approval or recommendation by CloudPayroll of the owners or
                                 operators of those Linked Web Sites, or of any information, graphics, materials,
                                 products or services referred to or contained on those Linked Web Sites, unless
14.3                             and to the extent stipulated to the contrary.


                            15 General
                               This Agreement shall be governed by the laws of Australia and each party
                          15.1 irrevocably submits to the exclusive jurisdiction of the Australian Courts.
                               If CloudPayroll waives any rights available to it under these terms and conditions
                               on one occasion, this does not mean that those rights will automatically be waived
                          15.2 on any other occasion.
                               If any of these terms and conditions is held to be invalid, unenforceable or illegal
                               for any reason, the remaining terms and conditions shall nevertheless continue in
                          15.3 full force.


                            16 Binding Agreement
                          16.1 This Agreement constitutes the entire Agreement between the parties.

                               Pressing the 'I Accept' button by the Customer or its duly authorised
                               representative shall signify the Customer's acceptance of and interest to be bound
                               by the provisions of this Agreement and shall constitute and be deemed to be
                               proper and lawful execution of this Agreement by the Customer. By accessing the
                          16.2 Website the Customer agrees to be bound by these Website terms and conditions.
                               Pressing the 'I Accept' button by CloudPayroll or its duly authorised representative
                               subsequent to the Customer shall constitute and be deemed to be proper and
                               lawful execution of this Agreement by CloudPayroll and shall result in a binding
                               Agreement being completed between the parties as at the date specified and
                          16.3 commencing from the Effective Date.


                            17 Minimum Period
                                 The Minimum Period is as selected here.
                                 Minimum Period:
                          17.1

For and on behalf of Outback Ventures Pty Ltd:
Full Name:                         John Matthew

Official Title:                    General Mana

Legal Name of Organisation:        Outback Vent

Dated:                                                                1-Sep-05

This contract was executed for and on behalf of Outback Ventures Pty Ltd on 1-Sep-2005 by the pressing of the 'I Accept'
button.

For and on behalf of CLOUDPAYROLL PTY LTD ACN 146 118 390

Full Name:                       Cary Thomson

Official Title:                  Executive Director

Dated:                                                                                                               1-Sep-05


This contract was executed for and on behalf of CloudPayroll Pty Ltd on 1-Sep-2005 by the pressing of the 'I Accept' button.
ustomer, the services described in this Agreement on




axation Office.
te of confirmation of the Customer's first 'live'

means copyright, trade mark, design, patent,
t rights.
the parent company of CloudPayroll.

 term as selected by the Customer in Clause 16.

ayroll charges defined on the "Our Processing Fees" page
 au/org/sample/help/company/fees_schedule as

tomer confirms the payroll in the "Confirm this

ve (12) calendar months.
ervices described in clause 4 as selected by the

s Agreement being the Minimum Period plus any

 http://www.cloudpayroll.com.au.


tion
ce on the Effective Date and shall continue for the
n terminated, or notice of termination pursuant to
ven by either party, then this Agreement shall be
urther term equal to the Renewal Period upon the
ditions as then exist between CloudPayroll and its
d or exhibited on its Website, including this provision
s to sub-clause 5.3.



 s Agreement by giving not less than 30 days prior
rty at any time prior to the expiration of the term of
on date being the last day of the term of the
30 day notice period, whichever is the later.

e the Customer shall cease paying staff on the
udPayroll shall be entitled to charge Processing Fees
 Payrun until the termination date calculated on the
d for the immediately preceding 12 month period (or
hs processing has been undertaken).
 o deduct all outstanding monies including
e provision of a tax invoice) from funds held, with all
returned to the Customer.
ement the Customer may retrieve copies of its data




 Services to the Customer in a good and professional
urrent Australian legislation and government regulations
s defined at
/org/sample/help/company/payroll.
stomer with the Banking Services as selected by the
efined at
/org/sample/help/gettingStarted/banking.
stomer with the Taxation Services as selected by the
efined at
/org/sample/help/gettingStarted/tax.
stomer with the Superannuation Services as selected by
as defined at
/org/sample/help/gettingStarted/super.
rovide Taxation and/or Superannuation Services of
lowing shall apply:
            CloudPayroll shall debit gross payroll (or
            the client shall credit CloudPayroll's
            Client Trust Account) at the time of
            payrun
            CloudPayroll shall pay the Customer's
            employee tax payments to the ATO and
            Superannuation payments to the
            appropriate Superanuation Provider
            according to each Payrun supplied by
            due date.

            Payments shall include (but not be
            limited to) PAYG, Withholding Tax,
            employee superannuation deductions,
            employer superannuation contributions.
            Provided CloudPayroll shall have
            received all required tax payments,
            superannuation deductions and
            information from the Customer by due
            date, it shall indemnify the Customer
            against late payment to the ATO or
            Superannuation Provider of such
            Customer employee payments, but only
            to the extent of any assessed penalty
            payments arising directly from such
            delay.

            All interest accrued or charges payable
            as a result of these activities described in
            paragraph 4.5 shall accrue to, or be paid
            by, CloudPayroll.
able hardware, software and a network environment
 to the Customer via the Website.
nnection to the Internet at its own costs.
 sing Fees to CloudPayroll at time of Payrun. If the
amounts owing to CloudPayroll) have not been paid
 ed to run subsequent pays until they are paid.
 ees may result in the termination of this Agreement
dice to its rights to recover from the Customer all
nts owing to CloudPayroll for any remaining period of


oll will provide a Tax Invoice to support all Processing Fees
 au/org/sample/payroll/report/invoice/view/.
essing Fees from time to time by giving notice on its
 he next Payrun after notice is given.
or reguarly reviewing these Website Terms and
s continued use of the Website constitutes the
uch amended Website terms.



will use all reasonable skill, care and diligence in the
 d to be provided by this Agreement.

 s of sub-clause 6.1, the Customer acknowledges that
ment relying on its own judgment and not upon any
ade by CloudPayroll that the Services specified and
suitable and/or adequate for the Customer's
r compliance requirements.
at access to the Web site is not illegal or prohibited
stomer or the place where the Customer accesses the

must take its own precautions to ensure that the
 ccessing the Website does not expose it to the risk of
ode or other forms of interference which may
 omputer system. For the removal of doubt,
 esponsibility for any interference or damage to a
tem which arises in connection with a Customer's
ed web site.

ed in this Agreement or implied by law and which
triction or modification, CloudPayroll makes no other
ndertaking whatsoever in respect of the Services or
 work environment that may be used or supplied.
 to provide any financial, taxation or other
e Website and the Customer is encouraged to seek
ce prior to making any financial decisions.
hat the Services provided pursuant to this
 solely for use in the Customer's business.




  the Intellectual Property Rights whatsoever in any
al, technique, procedure or other know-how
 ing the Services pursuant to the provisions of this
d exclusively in CloudPayroll, or its Licencor.



e to the Customer or any other party in any manner
 indirect arising out of:
              the Customer's connection to the
              Internet;
              the Customer's late payment or late
              Payrun;
              the Customer's acts or defaults in
              relation to errors in input or statistical
              misinformation;

             a default or malfunction in the systems
             or services of any third party utilised by
             the Customer or CloudPayroll.

provided in sub–clause 4.4.4 and to the fullest
 er CloudPayroll nor its affiliates, subsidiaries, related
 ficers, employees, agents, contractors, successors or
 roll's Related Bodies") will be liable for any damages,
hatsoever arising out of, or in any way related to, the
This limitation applies to direct, indirect,
 dental, special, punitive or any other losses or
  others may suffer, as well as damages for loss of
  interruption or the loss of data or information.
d by law, CloudPayroll's and CloudPayroll's Related
 ny implied condition, warranty or undertaking which
 at the option of CloudPayroll, to the supplying of the
 of the cost of having the Services supplied again.
 s liability applies whether the claim is in contract,
 on, negligence) or equity and even if CloudPayroll
bility of such loss or damage. The Customer agrees
Payroll's Related Bodies' liability, if any, to the
ed by the extent, if any, to which the Customer




udPayroll in respect of any liability incurred by
 damage or expense howsoever caused, or suffered
he Customer's breach of these Website terms and




e to the Customer or any other party claiming
ect of anything which, apart from this provision, may
ement arising by reason of force majeure, namely,
 trol of CloudPayroll which prevent or limit
 m its obligations pursuant to this Agreement.
 e force majeure shall include (but shall not be
ood, earthquake, explosion, sabotage, accident,
n, computer virus, breakdown of equipment, and
elecommunications links.



 spective employees, agents and sub-contractors,
ms of this Agreement and all data and other
 into their possession pursuant to or in the
nt.
  is very important to CloudPayroll. CloudPayroll will
 tion and data is handled sensitively, securely and
 CloudPayroll fully supports the "National Privacy
 of the Privacy Act 1988 (Cth).
egislation is available from the Federal Privacy
privacy.gov.au and the Customer is requested to
Statement at
 au/about/privacy/.



prehensive and secure environment to protect the
site, and of the Customer's and CloudPayroll's
loudPayroll's Security Profile at
/about/security.
hat no data transmission over the Internet can be
Whilst CloudPayroll will strive to protect such
s not warrant and cannot ensure the security of any
 er transmits to CloudPayroll. Accordingly, any
 er transmits to CloudPayroll is transmitted at the
eless, once CloudPayroll receives the Customer’s
  take all reasonable steps to preserve the security of


 be solely responsible for the security of all user
  the Customer to access the Website and conduct
he Website. CloudPayroll will not be responsible for
e Website or misuse of any user names or passwords.
udPayroll of any change in user name or password
 horised access to a user name or password and if a
  use a user name or password.
romise CloudPayroll's security environment or
cking, denial of service attacks and the like. The
at all times for the actions of its employees, agents
 of this provision.




 to other web sites ("Linked Web Sites"). Those links
only and may not remain current or be maintained.
ble for the content or privacy practices associated

d Web Sites should not be construed as an
ommendation by CloudPayroll of the owners or
b Sites, or of any information, graphics, materials,
 o or contained on those Linked Web Sites, unless
o the contrary.



ned by the laws of Australia and each party
usive jurisdiction of the Australian Courts.
ts available to it under these terms and conditions
 mean that those rights will automatically be waived

itions is held to be invalid, unenforceable or illegal
terms and conditions shall nevertheless continue in




e entire Agreement between the parties.

by the Customer or its duly authorised
e Customer's acceptance of and interest to be bound
 ment and shall constitute and be deemed to be
 f this Agreement by the Customer. By accessing the
 to be bound by these Website terms and conditions.
by CloudPayroll or its duly authorised representative
 hall constitute and be deemed to be proper and
ment by CloudPayroll and shall result in a binding
 etween the parties as at the date specified and
 e Date.



 cted here.
                                                  Either Three (3) calendar months Tip
                                                      Or Twelve (12) calendar months Tip
Pty Ltd on 1-Sep-2005 by the pressing of the 'I Accept'




                                                  1-Sep-05


d on 1-Sep-2005 by the pressing of the 'I Accept' button.

				
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