On Demand Plus Service Agreement

This Agreement governs the terms on which Seed HR Pty Ltd (ACN 674 067 791) (Seed HR) provides ongoing subscription-based HR services to the Client in exchange for a monthly fee. By subscribing to the Membership Services, the Client agrees to be bound by the terms and conditions set out in this Agreement.

Operative provisions

1. Definitions and interpretation

1.1 Definitions

In this Agreement unless the context indicates otherwise, the following words shall have the following meanings:

Agreement means this Seed On Demand Plus Service Agreement.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney, New South Wales.

Client means the individual or entity that subscribes to the Membership Services, whether directly or via an authorised representative, and agrees to be bound by this Agreement.

Commencement Date means the date on which the first Monthly Fee is paid by the Client, or as otherwise agreed by Seed HR.

Losses means all losses including financial losses, damages, legal costs and other expenses of any nature whatsoever.

Membership Services means the services to be provided by Seed HR under this Agreement, as set out in clause 3.2.

Monthly Fee means $99.00 plus GST per month.

Parties means Seed HR and the Client, and Party shall mean either one of them.

Personnel means any person(s) that Seed HR designates to perform the Membership Services on its behalf.

Privacy Policy means Seed HR’s privacy policy as amended from time-to-time.

Seed HR means Seed HR Pty Ltd (ACN 674 067 791).

Term means the term of this Agreement, commencing on the Commencement Date until terminated in accordance with this Agreement.

1.2 Interpretation

In this Agreement unless the context otherwise requires:

(a) words importing any gender include every gender;

(b) words importing the singular number include the plural number and vice versa;

(d) references to numbered clauses, paragraphs and schedules are references to the relevant clause or paragraph in or schedule to this Agreement;

(e) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

(f) the headings to the clauses and schedules of this Agreement are not to affect the interpretation;

(g) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;

(h) the word “including” (and related forms including “includes”) shall be understood as meaning “including without limitation”; and

(i) a reference to $ is to Australian currency.

2. Term

2.1 This Agreement commences on the Commencement Date and remains in force until terminated in accordance with clause 9.

3. Scope of services

3.1 Seed HR will provide the Membership Services to the Client in consideration of the Client paying the Monthly Fee, subject to the terms of this Agreement.

3.2 During the Term, the Client will receive access to the following services:

(a) a dedicated HR Consultant assigned to the Client;

(b) discounted rates for Seed HR’s On Demand services (separate scope and pricing apply);

(c) a 1-hour HR Compliance Health Check session upon commencement of the membership, which includes a preliminary survey to be completed by the Client prior to the session;

(d) provision of a “Fair Work First Aid Kit”;

(e) same Business Day response to HR-related queries submitted before 3pm (AEST). The purpose of this response is to confirm receipt of the query and provide a fee estimate for any advice or services required in response to the query);

(f) access to Seed HR’s monthly newsletter;

(g) free access to a quarterly public 1-hour online “Skills Booster” session; and

(h) eligibility to receive 13 months of services for the price of 12 months upon the Client executing a Seed Premium Plan Ongoing Service Agreement.

3.3 The Membership Services shall be performed by such employees or agents that Seed HR may choose as most appropriate to carry out the Membership Services.

3.4 Seed HR will provide the Membership Services remotely, or in such other places and locations as it considers appropriate.

3.5 Any services not listed in clause 3.2 are expressly excluded from the Membership Services and will be quoted and billed separately. Seed HR may require the Client to enter into a separate agreement for that additional work.

3.6 The Client acknowledges that the Membership Services do not include the provision of advice by Seed HR. Any request for advice will be subject to additional fees and a separate agreement or written scope of work.

4. Client’s obligations

4.1 Without limiting any other provision of this Agreement, during the Term the Client must:

(a) co-operate with Seed HR as Seed HR reasonably requires;

(b) act honestly and transparently in its dealings with Seed HR and its Personnel;

(d) ensure that its staff and agents co-operate with and assist Seed HR.

4.2 The Client consents to the use of its personal information by Seed HR in accordance with its Privacy Policy.

4.3 All resources and materials provided as part of the Membership Services are for the Client’s internal use only and must not be reproduced, distributed, or shared with third parties without Seed HR’s prior written consent.

4.4 During the Term and for a further period of twelve (12) months following termination of this Agreement, the Client must not (either directly or indirectly):

(a) induce or attempt to induce any person who is or was during the Term an employee or contractor of Seed HR to terminate their employment or engagement with Seed HR; and/or

(b) canvas, solicit, entice, accept the services of or work from or otherwise be involved in the employment or engagement of any person who is or was during the Term an employee or contractor of Seed HR.

5. Fees

5.1 In consideration of the provision of the Membership Services, the Client must pay the Monthly Fee to Seed HR.

5.2 The Monthly Fee is payable by direct debit (via bank account or credit credit) in advance each month during the Term.

5.3 In the event that the Client requests Seed HR to perform work outside the scope of Membership Services specified in clause 3.2, such work will be billed separately and subject to payment of additional fees.

5.4 Unless otherwise stated, all fees are exclusive of GST.

5.5 The Monthly Fee is non-refundable. To the extent permitted by law, Seed HR does not provide refunds (whether in part or in full) for any unused services or portion of services.

5.6 In addition to the Monthly Fee, Seed HR is permitted to charge for all costs and expenses incurred in performing the Membership Services, including travelling, printing, photocopying, courier services and postage fees. Seed HR will invoice the Client for any additional fees payable by the Client pursuant to this Agreement. All invoices are payable within 14 days.

6. Use of subcontractors

6.1 Seed HR is permitted to use other persons to provide some or all of the Membership Services.

6.2 Seed HR will use reasonable endeavours to ensure that any work undertaken by any of its subcontractors will be delivered to the same standard as stated in this Agreement and agreed by the Parties.

7. Warranties, liabilities and indemnities

7.1 To the maximum extent permitted by law, the liability of Seed HR under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise is limited to (at Seed HR’s option):

(a) the resupply of the Membership Services; or

(b) the cost of having the Membership Services supplied again.

7.2 Except as expressly provided in clause 7.1, Seed HR will not be liable to the Client or any other person for any Losses, damage, expenses or injury suffered by the Client or any other person in relation to the services supplied under this Agreement.

7.3 The Client will indemnify and hold harmless Seed HR and its directors, officers, affiliates, employees and agents, from and against any and all Losses, liabilities, claims, suits, proceedings, judgments, damages, costs, expenses (including reasonable legal expenses) and charges incurred in relation to the Client’s breach of this Agreement.

7.4 Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement. Any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the maximum extent permitted by law.

8. Suspension of Membership Services

8.1 Seed HR may, in its discretion and without any liability to the Client, suspend the provision of all or any part of the Membership Services where:

(a) any fees remain unpaid seven (7) days after their due date for payment; or

(b) the Client is otherwise in breach of its obligations under this Agreement and that breach remains unrectified for a period of seven (7) days.

8.2 If Seed HR suspends all or part of the Membership Services in accordance with clause 8.1:

(a) the Client will pay any additional costs incurred by Seed HR in re-provisioning the Membership Services; and

(b) for the period of time that the Membership Services are suspended, the Client remains liable for the payment of all fees in respect of the Membership Services as if the Membership Services had not been suspended.

9. Termination

9.1 Either Party may terminate this Agreement by giving 24 hours’ written notice to the other Party.

9.2 Upon termination of this Agreement for any reason, any fees, expenses or reimbursements payable by the Client to Seed HR in respect of any period prior to the termination date must be paid by the Client within seven (7) days.

10. General

10.1 No partnership or employment relationship

Nothing in this Agreement constitutes the relationship of employer and employee between the Client and Seed HR or between the Client and the Personnel. It is the express intention of the Parties that any such relationships are denied.

10.2 Amendments

This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.

10.3 Force majeure

Seed HR shall have no liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond its reasonable control.

10.4 Assignment

(a) Seed HR may at any time assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement to another party.

(b) The Client must not assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written consent of Seed HR.

10.5 Entire agreement

(a) This Agreement contains the whole agreement between the Parties in respect of the subject matter of the Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter.

(b) The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

10.6 Waiver

(a) No failure or delay by Seed HR in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

(b) The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

10.7 Agency, partnership etc

(a) This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

(b) Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party's behalf except as provided in this Agreement and/or with the consent of the other Party.

10.8 Further assurance

Each Party to this Agreement shall execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.

10.9 Severance

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

10.10 Notices

A notice or other communication connected with this Agreement has no legal effect unless it is in writing.

10.11 Execution and counterparts

This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts. Each counterpart constitutes an original of this Agreement, and all together constitute one agreement. A signed counterpart may be exchanged by email or post. The Parties agree that this Agreement may be signed electronically.

10.12 Law and jurisdiction

This Agreement takes effect, is governed by, and shall be construed in accordance with the laws from time to time in force in New South Wales, Australia. The Parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

By ticking the box below, you confirm that:

you are authorised to enter into this Agreement on behalf of the Client;

you have read and understood the Agreement; and

you agree that the Client will be bound by this Agreement.