Payroll Administration Support Services Terms

1. What Are These Terms?

1.1    Structure

1.1.1  These terms and conditions form part of a legally binding agreement (Agreement) between you and foundU Solutions Pty Ltd ACN 623 444 315 (ABN 28 623 444 315) (foundU Solutions, we, us and our) in relation to the Payroll Services and any Additional Services (Payroll Terms). 

1.1.2. This Agreement is comprised of:

1. any order form you have signed for the Payroll Services or emails or other written requests from you where you have requested and foundU Solutions has agreed to provide the Payroll Services (we call this a Written Order) (together, Order);

2. any other terms we specifically tell you and you agree in writing are included in the Order or these Payroll Terms; and

3. these Payroll Terms.

1.1.3  To the extent of any inconsistency between the parts of this Agreement, the documents listed above in clauseg
 1.1.2 prevail in the order in which they are listed.

1.2 Engagement

1.2.1  You are bound by these Payroll Terms if you engage with foundU Solutions as a Customer or a User, or both.

1.2.2  You are a:

1. Customer if you:

   1. are granted access to the foundU Platform under the Platform Terms; and

   2. give foundU Solutions an Order under this Agreement. You are also a Customer if there is no Order but foundU Solutions (in our sole discretion) give you access to the Payroll Services at your request; and

     b. User if you:

1. 1. click ‘Login’ from our Website; and

   2. you (as the Customer) are authorised under the Platform Terms to access the foundU Platform, or if you are not the Customer, then the Customer is your employer or someone else you work for who has authorised you to be a User in accordance with the Platform Terms.

1.2.3  By engaging with foundU Solutions as a Customer and/or User, you are accepting these Payroll Terms as they were at the time you become a Customer or a User, subject to any amendments agreed in writing or otherwise made in accordance with this document.

2. Order Term

Each Order commences on the Commencement Date and continues unless and until terminated under clause 10.

3. Definitions and Interpretation

3.1 Definitions

In this Agreement, unless the context requires otherwise:

ABA file means a bank file created for payment processing purposes, containing instructions for transferring payroll amounts to employees’ bank accounts;

Additional Services has the meaning given to that term under clause 4.5;

Adjustment Payslip means a payslip generated to correct errors or make changes to previously issued payroll data, provided the adjustment occurs within the Payroll Schedule;

Affiliates means, with respect to a party, an entity or individual that directly or indirectly controls, is controlled by, or is under direct or indirect common control with, that party, including a related body corporate;

Australian Consumer Law means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);

Award Interpretation means the configuration and application of the rules and interpretations of your relevant award, industrial agreement, or employment agreement, as provided and communicated by you, and set up within the foundU Awards library (which is part of the foundU Platform);

Business Day means a day, not being a Saturday, Sunday or public holiday, on which banks are generally open for business in Brisbane, Queensland, Australia;

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature whatsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise;

Commencement Date means the Commencement Date set out in the Order (and if none, the date the last party signs the Order Form or the date you receive as part of a Written Order foundU Solutions’s agreement to provide the requested Payroll Services);

Confidential Information has the meaning given under clause 12.1;

Control means:

1. in respect of a corporation, the direct or indirect:

   1. beneficial ownership of more than 50% of the issued capital carrying the right to vote at a general meeting; or

   2. power to directly or indirectly:

      1. control the membership of the board of directors; or

      2. cast more than 50% of the maximum number of votes that might be cast at a general meeting of the corporation,

whether or not the beneficial ownership or power has statutory, legal or equitable force or is based on statutory, legal or equitable rights, and whether    or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of that      corporation or otherwise; and

    b. in respect of any other entity that is not a corporation, the same meaning as is given to it in section 50AA of the Corporations Act 2001 (Cth);

Customer has the meaning given under clause 1.1.2(a);

Customer Materials means any Materials or systems owned by the Customer or the User;

Deliverable means:

1. the deliverables as agreed by the parties from time to time in connection with this Agreement;

2. the outputs from the Payroll Services described in the Order; and

3. all other material created by foundU Solutions as part of the Payroll Services.

Expiry Date means the expiry date (if any) listed in an Order;

Fees means all fees payable under this Agreement and includes any fees for Additional Services;

Force Majeure Event has the meaning given under clause 13.3;

Grossly Negligent means engaging in an act or omission done with reckless disregard, whether consciously or not, for the consequences of the act or omission;

Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967 and “Intellectual Property” has a corresponding meaning;

Key Contact means a representative designated by you to act as the primary liaison with foundU Solutions for all matters related to an Order;

Late Approval Fees has the meaning given under clause 5.4;

Loss means all liabilities, losses, damages, outgoings, costs and expenses (including legal costs assessed on a solicitor-client basis and any penalties or fines imposed by a regulatory authority);

Maintenance Window means a period during which the foundU Platform is unavailable due to maintenance;

Materials means any data, content, code, video, text, writings, images or other material of any type;

Minimum Pay Period Fee means the minimum Processing Payment Fees charged per Pay Frequency Period under this Agreement, at the rate specified in the Order, and is separate to any other Fee such as Out-of-Cycle Payment Fees and Urgent Processing Fees;

Order means the Order Form or the Written Order (as applicable);

Order Form means the Order Form (if any) signed by the Customer for Payroll Services and/or Additional Services;

Order Term means the permitted period for the provision of the Payroll Services as set out in clause 2 (and if none, the period during which foundU Solutions allows the Customer and its Users, to avail themselves to the Payroll Services in accordance with this Agreement);

Out-of-Cycle Payment Fees has the meaning given under clause 4.4(b);

Out-of-Cycle Payments has the meaning given under clause 4.4;

Pay Frequency Period means the recurring time frame as specified in the Order for which payroll is processed and wages are calculated for employees and concludes for each pay frequency period on the Payroll Schedule Day;

Payroll Amendment means a manual change made to payslips prior to payroll generation, required to ensure compliance with a specific payroll rule or requirement;

Payroll Schedule means the agreed to and signed off timelines and deadlines for payroll processing activities associated with an Order, as documented during Scoping;

Payroll Schedule Day means the day of the week specified in the Order for each Pay Frequency Period that the final ABA file is to be generated by foundU Solutions;

Payroll Service Inclusions means the services that form part of the Payroll Services as described under clause 4.1;

Payroll Services means the services described under clause 4;

Platform and foundU Platform mean the foundU cloud based human resources and payroll software platform provided to you under the Platform Terms;

Platform Terms means the terms and conditions governing your access to and use of the foundU Platform, available at https://www.foundu.com.au/foundu-agreement-terms, as amended from time to time;

Position Management means the configuration of positions within the foundU Platform, assigned to an individual employee’s profile. This setup defines key employment details, including pay rate, pay rules, work patterns, employment type, and other relevant attributes necessary for accurate payroll processing;

Pre-Existing Material means all materials and Intellectual Property Rights owned, licensed to or held by one party which were:

1. in existence prior to Commencement Date of a relevant Order; or

2. collected, developed or created by or on behalf of that party (or it’s licensors) independently of a relevant Order, and

3. licensed or otherwise made available by that party to the other party in connection with an Order (including by incorporation into a Deliverable or the Payroll Services in the case of foundU Solutions);

Pre-Payroll Report means the report agreed upon by both parties and provided by foundU Solutions to you after all required payslip amendments have been completed. This report is sent for your review and approval prior to the generation of payslips, ensuring that payroll data meet your specified requirements;

Processing Payment Fees has the meaning under clause 5.1;

Proposed Fee Increase has the meaning given under clause 5.6.1;

Scoping has the meaning given under clause 4.3;

Scoping Fees has the meaning under clause 5.2;

Urgent Processing Fees has the meaning given under clause 5.5;

User has the meaning given under clause 1.2.2(b);

Website means the website available at www.foundu.com.au, as updated from time to time; and

Written Order has the meaning given in clause 1.1.2.

3.2 Interpretation

In this document, unless the context otherwise requires:

1. a reference to a party includes a reference to that party's executor, administrator, heirs, successors, permitted assigns, guardian, and trustee in bankruptcy, all of whom, respectively, are bound by the provisions of this document;

2. a reference to a clause or sub-clause is a reference to a clause or sub-clause of these Payroll Terms;

3. headings shall not affect the meaning and interpretation;

4. words importing the singular or plural shall include the plural and singular respectively;

5. words importing persons include all persons, entities and associations, including companies, trusts, bodies corporate, statutory bodies, partnerships, and joint venturers;

6. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

7. the words includes, including or similar expressions are not to be read as words of limitation;

8. if something must be done on a day that is not a Business Day, it may be done on the next day that is a Business Day;

9. a reference to any statute is a reference to that statute as amended and in force from time to time; and

10. a reference to an amount of money is a reference to that amount in Australian dollars.

4. Payroll Services

4.1 Payroll Services Inclusions

During the Order Term, foundU Solutions will provide you with the following administrative payroll support services via the foundU Platform, namely:

1. Payroll approval checks: cross-checking that rosters, shifts and leave have been approved in the foundU Platform before payroll generation;

2. Payslip generation: upon approval from you, payslips will be generated based on the information provided by you, including wage calculations, deductions, and adjustments;

3. Leave processing: processing payments for various leave types as instructed by you;

4. Payroll reporting: generation of payroll reports based on the agreed requirements between you and foundU Solutions through the Scoping stage;

5. Creation of ABA files: creation of ABA files for payment processing for uploading by you to your respective banking institution; and

6. any additional services agreed under the Order,

(together, Payroll Services).

4.2 Service Exclusions

You acknowledge and agree that the following services do not form part of the Payroll Services:

1. classification of employees;

2. rostering;

3. time and attendance approval;

4. leave approval;

5. superannuation payment;

6. Position Management;

7. payroll or Award interpretation advice;

8. other legal or regulatory advice, including but not limited to tax-related guidance, payroll compliance assessments, and similar services;

9. preparation and/or lodging of documents with the ATO (Single Touch Payroll submission);

10. general foundU Platform customer support;

11. calculations based on information stored or collected outside of the foundU Platform;

12. payroll calculation or data confirmations for processing;

13. reconciliation of payroll errors caused by third-party software or data sources;

14. payment services; and

15. statutory reporting.
    
    
    

4.3 Scoping and Payroll Schedule

1. foundU Solutions will undertake the necessary action to orientate itself with the Customer’s internal payroll requirements and ascertain any submission of information required to process the Payroll Services (Scoping). The Scoping will take the form of online meetings and telephone calls, as directed by foundU Solutions.

2. The agreed processes and timeframes formed under the Scoping will be documented and signed off by both foundU Solutions and the Customer to form the Payroll Schedule.

4.4 Out-of-Cycle Payments

1. Where the Customer requests payments outside the Payroll Schedule, they will be considered Out-of-Cycle Payments.

2. It is at the sole discretion of foundU Solutions (based on availability) as to whether Out-of-Cycle Payments will be facilitated at the date or time requested and, if so, foundU Solutions will notify the Customer in writing of additional fees that apply (Out-of-Cycle Payment Fees). For the avoidance of doubt, any payments required to be made that are due to errors attributable to foundU Solutions will not be considered Out-of-Cycle Payments.

4.5 Additional Services

The Customer and foundU Solutions may agree by Order for additional services to be provided by foundU Solutions in accordance with these Payroll Terms (Additional Services), and foundU Solutions will advise you in the Order of the rates payable for those Additional Services.

5. Fees

5.1 Processing Payment Fees

5.1.1 foundU Solutions will charge the Customer the Processing Payment Fees outlined in the Order.

5.1.2 Processing Payment Fees are calculated per payslip and include:

1. Adjustment Payslips when processed within the usual Payroll Schedule; and

2. cover the Payroll Service Inclusions described in clause 4.1.

5.2 Scoping Fees

1. foundU Solutions will charge the Customer the Scoping Fees as outlined in the Order for the Scoping described in clause 4.3.

2. Unless otherwise required by law, Scoping Fees are non-refundable.

5.3 Out-of-Cycle Payment Fees

foundU Solutions will charge the Customer the Out-of-Cycle Payment Fees outlined in the Order for Out-of-Cycle Payments described in clause 4.4.

5.4 Late Approval Fees

1. If shifts, leave, or other actions such as pre-payroll reports are approved after the agreed timeframes outlined in the Payroll Schedule, foundU Solutions may charge the Customer the Late Approval Fee at the rate set out in the Order.

2. The Late Approval Fee will be calculated from the end of the specified timeframe in the Payroll Schedule to the time the required approval is received.

5.5 Urgent Processing Fees

1. Where payments are requested outside the Payroll Schedule and require urgent (same-day) processing, an Urgent Processing Fee may be charged to the Customer (at the discretion of foundU Solutions) calculated at the rate set out in the Order.

2. The application of an Urgent Processing Fee will:

   1. be advised by foundU Solutions at the time of the request;

   2. apply per request instance; and

   3. be calculated separate to any other Fee.

5.6 Fee Increases

5.6.1 Unless the Order provides otherwise, all Fees and rates under this Agreement will:

1. remain fixed for the first calendar year commencing on the Commencement Date; and

2. (unless foundU Solutions elects within its sole discretion not to apply a given increase), increase on each anniversary of the Commencement Date during the Order Term, with such increases to be by the greater of 3% or any increase in the Consumer Price Index (Brisbane) over that period,(Proposed Fee Increase).

5.6.2 Unless foundU Solutions has specifically agreed in an Order not to do so, and notwithstanding the above clause, foundU Solutions may from time to time (but not more than once per calendar year in addition to any increase under clause 5.6.1) give written notice to the Customer of a Proposed Fee Increase.

5.6.3 If notice is given under clause 5.6.2, the Customer may within 10 Business Days of receipt of that notice give written notice to foundU Solutions that the Customer does not accept the Proposed Fee Increase.

5.6.4 If notice is given under clause 5.6.3, foundU Solutions may within 10 Business Days of receipt of that notice give written notice to the Customer either:

1. revoking the Proposed Fee Increase (in which case there is no consequent change to Fees);

2. suggesting an alternative Proposed Fee Increase, in which case foundU Solutions’ notice will constitute a fresh notice under clause 5.6.2; or

3. terminating the relevant Order with effect one (1) calendar month after the giving of that notice.

5.6.5  If notice is given under clause 5.6.3 but no notice is given under clause 5.6.4, the Proposed Fee Increase is deemed revoked and there will be no consequent change to the Fees under that Order.

5.6.6  If notice is given under clause 5.6.2 but no notice is given under clause 5.6.3, the Fees under the relevant Order will change in accordance with the Proposed Fee Increase at the beginning of the calendar month that is two (2) months after the month in which the notice is given.

5.7  Payment Method Fees

If foundU Solutions offers the Customer different methods of payment for the Fees and the method chosen by the Customer incurs a processing fee, foundU Solutions will include such costs in its invoice for the Fees.

5.8 GST

1. Unless otherwise stated in this Agreement, all Fees are exclusive of and contain no allowance for any GST that the Customer may be obliged to withhold and pay.

2. If GST is payable by foundU Solutions on any supply made under this Agreement, the Customer must pay to foundU Solutions an amount equal to the GST payable on the supply (in addition to the relevant Fees).

6. Processing

6.1 Time Frames

6.1.1 Provided that the information you provide in the foundU Platform is accurate, complete and up to date, foundU Solutions will deliver the Payroll Services in line with the Payroll Schedule, subject to the Customer fulfilling the responsibilities specified in the Payroll Schedule.

6.1.2 Any delays in your performance under the Payroll Schedule, including late approvals, entitles foundU Solutions to charge Late Approval Fees.

6.1.3 If approvals fall outside the specified timeframes in the Payroll Schedule, this may lead to consequential delays in actions performed by foundU Solutions. While foundU Solutions will take reasonable steps to minimise such delays, some instances may be unavoidable.

6.2 Maintenance Windows

If a Maintenance Window causes your information to not be readily available, complete and up to date, foundU Solutions will use reasonable endeavours to process your payslips at the first opportunity that the Maintenance Window is closed.


6.3 Correction of Errors

1. Subject to clause 6.4, foundU Solutions will use reasonable endeavours to prioritise any payroll errors in the Payroll Services and address them in an order and at a time that minimises the impact on your payroll cycle (as determined our reasonable discretion).

2. You must provide any such requested access, information, and support as foundU Solutions may reasonably require in the process of resolving any error in the Payroll Services.

6.4 Exclusions

foundU Solutions is not obligated to correct any errors or provide any other support to the extent such errors or need for support was created in whole or in part by:

1. the acts, omissions, negligence or wilful misconduct of you or your Users (as applicable);

2. any failure of or defect in your or a third party’s equipment, software, facilities, applications, or internet connectivity (or other causes outside of foundU Solutions's firewall); or

3. a Force Majeure Event.

7. Your Obligations

7.1 Decisions and Judgements

You acknowledge and agree that:

1. foundU Solutions is providing an administrative support service only to assist in payroll generation, in line with the Payroll Service Inclusions, and is not making company decisions nor commercial judgements on your behalf;

2. subject to this Agreement, you are solely responsible for the interpretation and application of any relevant laws, industrial instruments, decisions, agreements and policies that are relevant to your payroll including any Award Interpretations; and

3. you are solely (and foundU Solutions is not in any way) responsible for making all commercial judgements, and provision of supervision and managerial oversight of the preparation of all payroll, superannuation, tax records and correspondence, including assessment of the suitability of the Payroll Services for you.

7.2 Payroll Adjustments and Amendments

1. The Customer is responsible for communicating any ad hoc Payroll Amendments required for payroll processing for each relevant period using the template forms provided by foundU Solutions. Any ongoing changes to payroll rules or requirements must be clearly communicated to foundU Solutions at least one (1) week in advance of the next payroll cycle to allow sufficient time for updates to the Payroll Schedule.

2. Before requesting a manual Payroll Amendment or adjustment from foundU Solutions, all amendments or adjustments should first be addressed upstream by you through Position Management, Award Interpretation, rostering, or leave and shift approval (as applicable). Manual adjustments by foundU Solutions must only be requested as a last resort when upstream processes cannot resolve the issue.

7.3 Pre-Payroll Report Approval

7.3.1 After completing any required Payroll Amendments in accordance with this Agreement, foundU Solutions will provide you with a Pre-Payroll Report for review and approval.

7.3.2 The Customer must review the Pre-Payroll Report promptly and either:

1. approve the report in writing, confirming that the payroll outcomes align with the Customer’s requirements; or

2. notify foundU Solutions in writing of any discrepancies or required changes.

7.3.3 Approval of the Pre-Payroll Report signifies that the Customer has reviewed and is satisfied with the accuracy of the payroll data, and that all outcomes are as required by the Customer.

7.3.4 Once the Pre-Payroll Report is approved, foundU Solutions will proceed with generating payslips based on the approved data.

7.3.5 You ackowledge and agree that by the Customer approving the Pre-Payroll Report (or having its Users approve it), the Customer accepts full responsibility for its contents, and to the maximum extent permitted by law, foundU Solutions is in no way liable for any errors or omissions identified after approval, or any action taken in reliance on the approved data.

7.3.6 Any subsequent corrections to the Pre-Payroll Report will be treated as adjustments and may cause the Customer to incur additional fees in accordance with this Agreement.

7.4 Key Contact

7.4.1 The Customer must designate:

1. at least one (1) of its foundU Platform administrators as a Key Contact for foundU Solutions for the provision of the Payroll Services; and

2. at least one (1) of its foundU Platform administrators as a Fallback Key Contact to assist in instances where the Key Contact is unavailable, such as being on leave or otherwise unreachable.

7.4.2 The Customer must ensure that:

1. the Key Contact and Fallback Key Contact collectively provide foundU Solutions with all necessary information, assistance, resources, facilities, and instructions required to enable foundU Solutions to provide the Payroll Services; and

2. neither the Key Contact nor Fallback Key Contact request adjustments or amendments to their own payroll without secondary confirmation from another authorised contact within your organisation.

7.5 Legal Review

7.5.1 Subject to clause 7.5.2, you agree to perform an audit of your payroll compliance:

1. within the three (3) month period prior to or after the Commencement Date; and

2. during each calendar year of the relevant Order, noting that such review may be a smaller scale review.

7.5.2 For the avoidance of doubt, foundU Solutions must agree to your nominated provider of the audit under clause 7.5.1.

8. Exclusions and Limitations on Liability

8.1 Exclusions

To the maximum extent permitted by law, foundU Solutions expressly excludes all liabilities, rights, remedies, conditions, terms, representations or warranties of any kind, express or implied, with respect to the provision of the Payroll Services.

8.2 No Consequential Loss

foundU Solutions has no liability with respect to the Payroll Services or its other obligations under this Agreementor otherwise for consequential, exemplary, special, incidental, or punitive loss or damages (including loss of profits and the cost of cover) even if foundU Solutions has been advised of the possibility of such damages.

8.3 Limitations of Remedies and Liability

Subject to clauses 8.1, 8.2 and 8.4, to the maximum extent permitted by law, foundU Solutions’s maximum aggregate liability to you, the Customer or any other person (including any Users) for any Claim or Loss (in aggregate) arising directly or indirectly in connection with any Order is limited to an amount equal to three (3) months of the Processing Payment Fees paid or payable under that Order, calculated over the three (3) months prior to the event giving rise to such liability.

8.4 Australian Consumer Law

1. Nothing in this Agreement is intended to limit any liability that foundU Solutions may have that cannot be limited or excluded by law.

2. For the purposes of section 64A of the Australian Consumer Law, if foundU Solutions is liable to you for breach of any consumer warranties under the Australian Consumer law in respect of its supply or proposed supply of services under these Payroll Terms (or any Order), foundU Solutions’s liability is limited to (at its discretion) resupplying the services or paying the cost of having those services resupplied or refunding the Fees paid in respect of those services.

8.5 Notification of a Claim

You must notify foundU Solutions within five (5) Business Days after becoming aware of any circumstances which might give rise to a Claim against foundU Solutions.

9. Customer Indemnity

The Customer will indemnify, defend, and hold harmless foundU Solutions and each of its Affiliates (each an Indemnified Person) from and against any Claims or Losses (including reasonable legal fees) incurred or suffered by the Indemnified Persons arising out of or in connection with:

1. any wilful, Grossly Negligent, criminal or fraudulent act or omission of you (or, where you are the Customer, your Users) in connection with any Order;

2. any incorrect, incomplete, or inaccurate data provided by you (or, where you are the Customer, your Users) for payroll processing under any Order;

3. any personal injury, death or property damage caused by the acts or omissions of you (or, where you are the Customer, your Users) in connection with any Order;

4. your (or, where you are the Customer, your Users’) failure to comply with applicable laws, regulations, or agreements relevant to payroll and employment practices; or

5. any use of the Payroll Services by you (or, where you are the Customer, your Users) that breaches this Agreement,

reduced to the extent that foundU Solutions caused or contributed to the Losses or Claims suffered or incurred.

10. Termination

10.1 Termination of access to foundU Platform

If your access to the foundU Platform is terminated at any time during the Order Term, all Orders will terminate in accordance with any notice period provided under the Platform Terms.

10.2 Termination for Convenience

Either party can terminate an Order upon providing 40 Business Days’ written notice to the other party. For the avoidance of doubt, all Fees will remain payable for all periods up to the date that termination takes effect.

10.3 Termination for Cause

Either party can terminate an Order by giving written notice (Termination Notice) with immediate effect to the other party:

1. after the other party breaches any confidentiality obligations owed to the first party under this Agreement ;

2. if the other party has committed any breach of its obligations under this Agreement and:

   1. has failed to cure such breach within 10 Business Days after receipt, from the party giving the Termination Notice, of written notice specifying in reasonable detail the nature of the breach (or, if such breach is not reasonably curable within 10 Business Days, has failed to begin and continue to work diligently and in good faith to cure such breach); or

   2. the breach is incapable of remedy; or

1. upon the institution of bankruptcy or insolvency proceedings against the other party if such proceedings are not dismissed within 30 days of commencement.

10.4 Termination by foundU Solutions

1. If the Customer has not paid a correctly rendered invoice within five (5) Business Days of its due date and has not by that time notified foundU Solutions that the Customer disputes that invoice, then foundU Solutions may issue a notice to the Customer advising that payment is overdue.

2. If the Customer fails to pay or dispute the invoice within five (5) Business Days of receipt of notice under clause 10.4(a), then foundU Solutions may terminate the relevant Order by written notice with immediate effect.

10.5 Obligations upon Termination

Upon termination of an Order, the Customer must immediately pay foundU Solutions any amounts payable or accrued (but not yet payable) to foundU Solutions, including any deferred payments or payments originally to be made over time.

11. Intellectual Property

11.1 No transfer or grant of Intellectual Property

Subject to this clause 11, the parties agree that, other than as expressly provided in this Agreement, there is no transfer or grant of any rights, title or interests in any Intellectual Property Rights or Pre-Existing Material of either party.

11.2 foundU Solutions Pre-Existing Material

If foundU Solutions provides or supplies any Materials to you that contains any Pre-Existing Material owned by or licensed to foundU Solutions, then foundU Solutions grants to you a non-transferable, non-exclusive, royalty-free licence to use, reproduce, copy, add to, modify and communicate the Pre-Existing Material solely for the purpose of using the Deliverables and Payroll Services (strictly for the purposes for which they have been provided) or permitting any other person to use the Pre-Existing Material for such purposes.

11.3 Customer Materials

If required by foundU Solutions, you must provide any Customer Materials specified in and in accordance with an Order and you grant foundU Solutions a non-transferable, non-exclusive, royalty-free licence to use, reproduce, copy, add to, modify and communicate such Customer Materials during the relevant Order Term for the sole purpose of providing the Payroll Services and Deliverables.

11.4 New Intellectual Property

Subject to the terms of a given Order, all Intellectual Property Rights in or arising out of any of the Payroll Services or Deliverables produced by or at the request of foundU Solutions will vest in and remain the sole property of foundU Solutions, such vesting in relation to future rights occurring upon their creation.

12. Confidentiality

12.1 Confidential Information

12.1.1 For the purposes of this Agreement “Confidential Information” means tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (ii) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.

12.1.2 Confidential Information includes: (A) non-public information relating to a party’s technology, customers, employees, business plans, promotional and marketing activities, finances and other business affairs; (B) third party information that you or foundU Solutions is obligated to keep confidential; (C) the material terms and conditions of any Order; and (D) any non-public information relating to any activities conducted. Confidential Information does not include any information that is either readily discernible from publicly available products or literatur; or approved for disclosure by prior written permission of an executive officer of the disclosing party.

12.2 Use of Confidential Information

Each party must only use Confidential Information furnished to it for the activities contemplated by an Order, and, except as authorised in this Agreement, must not disclose the Confidential Information to any other persons without the disclosing party’s express written authorisation or as required under these Payroll Terms.

12.3 Required Disclosures

A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party:

1. gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement);

2. discloses only such information as is required by the governmental entity or otherwise required by law; and

3. uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.

13 General

13.1 Notices

1. Notices regarding this Agreement must be in writing and sent by email to the email addresses in the Order or otherwise agreed in writing.

2. Any notices from:

   1. foundU Solutions to you will be deemed given upon the first Business Day after it has been sent;

   2. you to foundU Solutions will be deemed given upon receipt;

13.2 Promotional Material

foundU Solutions (or our Affiliates) may identify you as a Customer and/or User in promotional and publicity materials, unless and until you request by written notice that foundU Solutions (and our Affiliates) refrain from doing so.

13.3 Force Majeure

No party will be liable to the other party for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a licence by a government agency (but not including economic hardship, changes in market conditions or insufficiency of funds) (Force Majeure Event).

13.4 Assignment

1. foundU Solutions may assign any of its rights or obligations under this Agreement at any time; provided, however, that foundU Solutions must not assign the rights granted to your Confidential Information except in connection with the sale (whether by merger, asset sale, equity sale or otherwise) of (i) foundU Solutions, or a portion of foundU Solutions that would reasonably require the acquirer of said portion to be assigned such rights to your Confidential Information.

2. You must not assign any of your rights under this Agreement, except with the prior written approval of foundU Solutions, which will not be unreasonably withheld. The preceding sentence applies to all assignments of rights, except in the event of a voluntary transfer of substantially all assets by you to a transferee which executes an agreement agreeing to be bound all the terms and conditions of this Agreement.

3. For the avoidance of doubt, any change of Control transaction is deemed an assignment captured by this clause 13.4 and any purported assignment of rights in violation of this clause 13.4 is void.

13.5 Governing Law: Venue

The laws of the State of Queensland, Australia govern all matters arising out of or relating to this Agreement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction in Queensland, Australia, and each party to this Agreement submits to the jurisdiction of such courts.

13.6 Entire Agreement

Except as stated elsewhere in this Agreement, this Agreement constitutes the complete and exclusive expression of the parties’ agreement on the matters contained in it and all prior negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.

13.7 Amendments

The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.

13.8 Survival of Certain Provisions

Each party covenants and agrees that the provisions in clauses 3, 6.4, 8, 9, 10.5, 11 and 13, in addition to any other provision of this Agreement that, by its terms, is intended to survive the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement.

13.9 Relationship of the parties

Nothing in this Agreement creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between the parties.

13.10 No Merger

Any right or obligation of any party that is expressed to operate or have effect on or after the completion, expiration or termination of this Agreement for any reason, will not merge on the occurrence of that event but will remain in full force and effect.

13.11 Severance

If any clause or part of any clause of this Agreement is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this Agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

13.12 Waivers

No failure or delay by an injured party in exercising any right, power or privilege under this Agreement will operate as a waiver of any of those things, nor will any single or partial exercise of those things preclude any other or further exercise of them or the exercise of any right, power or privilege under this Agreement at law or equity.

Last updated 25 September 2026