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Payc Services Agreement

Effective from June 2024

Carol

Last Update 14 days ago

PAYC SERVICES TERMS & CONDITIONS


Pursuant to the terms of these Services Terms & Conditions the Company has agreed to provide the Services to the Venue. These Services Terms & Conditions should be read in conjuncture with the Company’s Privacy Policies and the Terms and Conditions. The Company provides technology services, including web applications, mobile applications, matching algorithms, time & attendance, Award interpretation, payroll implementation to Venues. The Company also sources staff on a labour hire basis for the Venues through Ikon Hospitality Services Pty Ltd (ABN 98 650 437 933) (“IKON”), a labour hire licensee, through the PAYC Applications accessible through PAYC Customer Platform.


OPERATIVE PROVISIONS


  1. Term

    1. These Services Terms & Conditions shall commence on the Commencement Date and, subject to other provisions of these Services Terms & Conditions, shall expire on the Expiration Date.

  2. Services

    1. The Company shall provide the Services on the terms set out in these Services Terms & Conditions.
    2. The Company shall supply and otherwise complete the Services within the timeframe and in the manner specified in Schedule 1.
    3. Subject to otherwise complying with its obligations under these Services Terms & Conditions , the Company shall exercise its independent discretion as to the most appropriate and effective manner of providing the Services and of satisfying the Venues’ expectations of those Services.

  3. Covenants

    1. The Company covenants to the Venue to exercise reasonable skill, care and diligence in providing the Services and to provide the Services in a thorough and workmanlike manner and in accordance with normal and expected standards of practice applicable to a reasonable, prudent, skilled and effective provider of such services and the Company acknowledges that it has been engaged to provide the Services on the basis that the Services will be provided in accordance with such standards.
    2. The Venue covenants:

      1. It will provide the Company with such reasonable support as is required to ensure the Company is able to provide the Services and will perform the obligations set out in Schedule 1.

      2. It shall, where relevant, provide on request a suitably qualified or informed representative, agent or employee to accompany the Venue and to advise the Venue on project requirements, access, security procedures and any other matter within the Company’s knowledge or control which will assist the Company in complying with its obligations under these Services Terms & Conditions.

  4. Company is not a labour-hire licensee

    1. The Company does not operate a labour hire business and is a not licensee for the purposes of Labour Hire Licencing Act 2018.
    2. The Company act as agent for IKON (otherwise referred to as “Licensee” in this clause) to the extent that it sources labour hire staff for Venues via IKON.
    3. The Company hereby disclaims any and all liability for the actions, omissions, and negligence of casual employees hired or managed by the Licensee. The Licensee is solely responsible for the conduct and performance of its casual employees and must ensure they adhere to all applicable laws, regulations, and Company policies. Any acts of misconduct, errors, or negligence committed by these casual employees are the sole responsibility of the Licensee, and the Company shall not be held accountable for any resulting damages, losses, or legal claims. The Licensee has agreed to indemnify and hold the Company harmless from any claims, damages, or liabilities arising from or related to the actions or inactions of its casual employees. This includes, but is not limited to, any legal fees, costs, and expenses incurred by The Company in defending against such claims. The Company’s role is strictly limited to providing the Licensee with certain rights under the Agency Agreement, and it neither supervises nor controls the Licensee’s casual employees. Consequently, any reliance on these employees is at the Venues’ own risk, and the Company expressly denies any responsibility for their behavior or any adverse outcomes resulting therefrom.
    4. The Venue hereby acknowledges and agrees to the disclaimer set forth above, recognising that the Company is not liable for the actions, omissions, or negligence of casual employees employed by the Licensee. The Venue accepts that the Licensee bears full responsibility for the conduct, performance, and any resulting consequences of its casual employees. By acknowledging this disclaimer, the Venue agrees to hold the Company harmless from any claims, damages, or liabilities arising from or related to the actions or inactions of the Licensee's casual employees, including any associated legal fees, costs, and expenses. The Venue understands that the Company's involvement is limited to granting certain rights under the license agreement and that the Company does not supervise or control the Licensee’s casual employees.

  5. Fee

    1. In consideration of the provision of the Services, the Venue shall pay the Company the Fee in the amount and in the manner specified in Schedule 2.
    2. The fees will be payable into the following bank account:

Account Name: PAYC Pty Ltd

BSB: 013 006

Account Number: 166761387

  1. Lawful Direction

    1. In the discharge of its duties, the Company shall comply with all reasonable resolutions, regulations and directions of the Company as may lawfully be given from time to time as to the nature and scope of the Services to be provided.
    2. Nothing in clause 6.1 shall affect the Company's right to exercise its own judgement and to utilise its skills as it considers most appropriate in order to achieve compliance with the said resolutions, regulations and directions or otherwise to comply with its obligations under these Services Terms & Conditions .

  2. Termination

    1. Termination by the Company

Without limiting the generality of any other clause in these Services Terms & Conditions , the Company may terminate these Services Terms & Conditions immediately by notice in writing if the Venue is in breach of any Material Term of these Services Terms & Conditions and such breach is not remedied within seven (7) days of the Company notifying the Venue.

  1. Termination by the Company

    1. Without limiting the generality of any other clause in these Services Terms & Conditions , the Company may terminate these Services Terms & Conditions immediately by notice in writing if the Venue:

      1. is in breach of any Material Term of these Services Terms & Conditions and such breach is not remedied within seven (7) days of the Company notifying the Venue;

      2. becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;

      3. enters into any composition or arrangement with its creditors;

      4. has a winding up or dissolution order made;

      5. has a provisional liquidator appointed;

      6. becomes a party to or enters into any composition or scheme of arrangement; or

      7. ceases or threatens to cease conducting its business in the normal manner.

  2. Effect of Termination

    1. On the expiry or termination of these Services Terms & Conditions , the Parties must at the option of the other Party immediately deliver to that Party, all Confidential Information and Intellectual Property in the possession or control of that Party.

    2. Each Party's right to terminate these Services Terms & Conditions is without prejudice to any accrued rights or remedies of any Party.

  1. Dispute

    1. If there is any dispute between the Parties concerning these Services Terms & Conditions , then the Parties must attempt to resolve any such dispute by the dispute resolution procedure set out herein before resorting to alternative avenues, including litigation.
    2. The dispute resolution process is as follows:

      1. if a Party believes that a dispute has arisen, it must serve a dispute notice on the other Party;

      2. the dispute notice must state that a dispute has arisen and identify in sufficient detail what the dispute is; and

      3. the dispute notice must be provided to the other Party's chief executive officer (or his nominee) following receipt of which the respective chief executive officers (or nominees) of the Parties shall meet within a period of seven (7) days to seek to resolve the dispute.

    3. Failing resolution by the Parties' respective chief executive officers (or their nominees) the Parties may jointly request to seek mediation.
    4. If the dispute is settled, all Parties must sign the terms of agreement and those terms are binding on the Parties.
    5. Any mediation undertaken by the Parties is confidential and statements made by the mediator or the Parties as well as discussions between the participants to the mediation before, after or during the mediation cannot be used in any legal proceedings.
    6. It shall be a term of the engagement of the mediator that the Parties release the mediator from any Court proceedings relating to the dispute or the mediation.
    7. The mediator is not bound by the rules of natural justice and may discuss the dispute with a Party in the absence of any other Party.

  2. GST

    1. In this clause the expressions "consideration", "GST", "input tax credit", "supply", "tax invoice", "recipient" and "taxable supply" have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.
    2. Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with these Services Terms & Conditions are exclusive of GST.
    3. If GST is imposed on any supply made under or in accordance with these Services Terms & Conditions , the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with these Services Terms & Conditions .
    4. If these Services Terms & Conditions requires a Party to pay for, reimburse or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by the other Party, the amount required to be paid, reimbursed or contributed by the first Party will be the sum of:

      1. the amount of the reimbursable expense net of input tax credits (if any) to which the other Party is entitled in respect of the reimbursable expense (Net Amount); and

      2. if the other Party's recovery from the first Party is a taxable supply, any GST payable in respect of that supply, such that after the other Party meets the GST liability, it retains the net amount.

  3. Notices

    1. A communication required to be given under these Services Terms & Conditions must be in writing and will be treated as having been duly given and received if:

      1. delivered personally, when it is received;

      2. left at a Party's address as specified in these Services Terms & Conditions , when left;

      3. sent by pre-paid ordinary post to a Party's address , three (3) Business Days after it is posted;

      4. sent by email to a Party's nominated email address, upon the email entering the recipient's information system,

    2. If however the notice is delivered after 4:00pm, then the notice will be deemed to have been given on the next Business Day.

  4. Miscellaneous

    1. Time is of the essence of these Services Terms & Conditions .
    2. Each Party warrants that they have not entered into these Services Terms & Conditions in reliance upon any representations by or on behalf of any other Party which are not set out in these terms and has obtained independent legal advice (or was given the opportunity to obtain independent legal advice but elected not to do so) before entering into these Services Terms & Conditions .
    3. A waiver of a provision of or right under these Services Terms & Conditions is effective only if it is in writing signed by the Party granting the waiver.
    4. Any provision of these Services Terms & Conditions which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction only, be read down or severed to the extent of that invalidity or unenforceability. The remaining provisions of these Services Terms & Conditions which are self-sustaining and capable of separate enforcement without regard to the read down or severed provision in that jurisdiction are and will continue to be valid and enforceable in accordance with their terms.
    5. These Services Terms & Conditions may be amended only by an instrument in writing signed by all the Parties to these Services Terms & Conditions .
    6. These Services Terms & Conditions , together with any documents referred to in these Services Terms & Conditions or executed simultaneously in connection with these Services Terms & Conditions , comprises the entire agreement between the Parties with respect to the subject matter of these Services Terms & Conditions and supersedes all prior understandings, agreements, representations and correspondence with respect to the same.
    7. Each Party to these Services Terms & Conditions will, at its own expense and without additional consideration, upon receipt of a request by another Party promptly do such further acts and will execute, acknowledge, deliver and record such other documents and instruments as may be reasonably necessary or desirable from time to time to give full effect to these Services Terms & Conditions and any transaction contemplated by these Services Terms & Conditions .
    8. Each Party warrants to the other Party that it has the capacity to enter into and to perform and complete its obligations under these Services Terms & Conditions ; that it has taken all necessary legal action to authorise the entry into and performance of these Services Terms & Conditions and its obligations under these Services Terms & Conditions ; and that it will punctually discharge all its obligations under these Services Terms & Conditions and any other document relevant to it.
    9. The rights and obligations of the Parties in respect of agreements, indemnities, covenants and warranties contained in these Services Terms & Conditions shall remain in full force and effect, be continuing agreements, indemnities, covenants and warranties and not be merged or extinguished by or upon termination of, or completion of any obligations under, these Services Terms & Conditions .
    10. These Services Terms & Conditions is governed by the laws of Victoria and the Parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.
    11. These Services Terms & Conditions may be executed in any number of counterparts (including by way of email or electronic signature) which taken together will constitute one and the same document.

Definitions

In these Services Terms & Conditions the following definitions apply unless the context requires otherwise:

Agency Agreement means the agreement between the Company and IKON;

Commencement Date means the date which these Services Terms & Conditions are accepted;

Company means PAYC Pty Ltd ACN 674 533 754;

Documentation means all notes, reports or other documents prepared by a Party in relation to the provision of the Services or any additional services under these Services Terms & Conditions , which copyright belongs to the other Party;

Event means the related event;

Expiration Date means as agreed between the Parties;

Fee means the fee payable from the Company to the Company for the provision of the Services pursuant to these Services Terms & Conditions as specified in Schedule 2;

Material Term means all the clauses in these Services Terms & Conditions;

Party means either the Company or the Company as the context dictates;

Payment Date is as outlined in Schedule 2;

Schedule means a schedule to these Services Terms & Conditions;

Services means the services to be provided by the Company as specified in Schedule 1;

Term means the term as set out in clause 1 of these Services Terms & Conditions .

Services Terms & Conditions means these Services Terms & Conditions for the provision of Services and any Schedules to these Services Terms & Conditions;

Venue/s refers to the party which has entered into an agreement with the Company accepting these Services Terms & Conditions and any location, facility, or property owned, leased, or operated by the party so named in these Services Terms & Conditions providing the space, where events, functions, or gatherings may be held. This includes, but is not limited to, bars, clubs, pubs, restaurants, hotels, conference centers, banquet halls, resorts, and any other physical spaces designed or designated for hosting such activities. The venue encompasses all associated areas, amenities, and services provided as part of the event hosting package, including dining facilities, entertainment areas, meeting rooms, and any other on-site resources specified in these Services Terms & Conditions.

Schedule 1 – Services

  1. The Company will:
    1. provide the web applications, mobile applications, matching algorithms, time & attendance, Award interpretation, payroll implementation;
    2. provide the payment of nett wages to the employees via debit card or bank transfers;
    3. be responsible for paying the employee entitlements to IKON;
    4. be responsible for paying IKON’s fees; and
    5. will be responsible for the collections and management of the venue float accounts.
  2. The Company will not be the Employer of Record. IKON will be responsible for the payroll systems, wage processing, wage entitlements and workers comp claims

Schedule 2 – Fee

  1. The Fee and the process for payment of the same can is summarised as follows:
  1. The Company will provide a quote to the Venue based upon their requirements;
  2. The Venue will pay against the quote in advance of the shift commencing;
  3. These funds will sit in a designated Venue float account;
  4. Once paid, the shift will be live on the Company platform;
  5. Once the shift has completed, IKON will run the payroll for the casual workers working the designated shift;
  6. The Company will process the required payment to the casual worker via either bank transfer or to the casual workers debit card;
  7. The Company will remit monies to Ikon for their fees and other workers entitlements for payment to the required authorities. These entitlements will include: PAYG, Superannuation, Workers Comp, Payroll Tax;
  8. The Company will invoice the Venue for the actual shift taken place;
  9. The Company will automatically deduct fund with respect to this invoice from the Venue float account;
  10. Any additional funds left in the Venue float will be either returned to the Venue or left to offset the next shift run. This will be at the venues discretion; and
  11. Any shortfall in venue float funds, the Company will have the right to collect the shortfall from the venue.
  1. The Venue float monies remain the property of the venue at all times.




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