2. Nature of Services Provided
- Service Provider
- Microkeeper is a service provider providing you with an Internet platform, electronic tools, features and services enabling you to process payroll, maintain timesheets, create rosters, create payslips and interact with your own staff members, for a monthly fee.
- User Account
- When you register for an account on our website, you may choose a username and password and will receive a user account from us. You must nominate a person to act as your account administrator also know as "Super Admin". You may change this person at any time, by logging into your account and doing so.
- Cancelling an account
- You may cancel your account at any time.
- To do so you must either:
- Visit "Settings > Billing > Cancel My Microkeeper account" by your account administrator and complete action; or
- In the event access to Microkeeper is lost, submit via email a cancellation request to Microkeeper on a company letterhead signed by your director(s)/CEO/CFO, delays may occur.
- A telephone request will not be accepted.
- You are solely responsible for cancelling your account.
- Database data we will permanently and irretrievably deleted 7 years after cancellation. Upon doing so, any and or all payroll, timesheets, rosters, payslips, communications and other content, data or information of yours will be irretrievably deleted, with the exception of data (if any) that we are required to store by law for any given period.
- Database data will be stored in backups for 10 years and can be retrieved by Microkeeper, within a 30 day period, at a cost to the account holder.
- Documents will be permanently and irretrievably deleted within 24 months after cancellation. This includes any Doctors Certificates, Messaging communication, Skills Matrix submissions, images or all and any other documents uploaded to Microkeeper.
- Billing and invoicing
- A Microkeeper subscription is post paid for the previous month.
- The invoice will include the number of active staff for the previous month, accounting for minimum plan limits, which is available of the Microkeeper Pricing page.
- An invoice will be generated and available on the 5th of each month for the previous months usage.
- Invoices are due on the 10th of each month for the previous months usage.
- Cancelling an account must be done before the 5th to avoid an invoice being generated.
- User Generated Content
- The parties expressly agree that any and all payroll, timesheets, roster, payslips, comments, and other content, data or information that you submit to us (hereinafter "Content") is generated by you, and not by us.
- Your Content remains your sole property and responsibility.
- Changes to Website and Services
- We may change or modify the products, services and functionalities of the Website and/or Services at any time without notice.
- Microkeeper may suspend, discontinue, terminate or close down the Website and/or Services (or any part thereof), temporarily or permanently, with at least 6 months notice.
- You agree that, we shall not be liable to you or to any other party for any change, modification, suspension, discontinuance, termination or close down of the Website and/or Services and/or your ability to use or access the Website and/or Services.
- Links, Third Party Websites and Services
- The Website and/or Services may contain features and functionalities that may link you to, or provide you with functionalities and access to, third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services ("External Websites").
- We do not have any control over External Websites, and are not responsible for their content or their use. By linking to an External Website, we do not represent or imply that we endorse such website, its content or any other information and/or material contained therein.
- You are solely responsible for your dealings with any third party related to an External Website, including the delivery of and payment for goods and services. You should make whatever investigation you deem necessary or useful before proceeding with any online or offline transaction with any third party related to External Websites. You are solely responsible for taking precautions as necessary or useful to protect from fraud or loss of any description, and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material on External Websites.
- We disclaim any and all responsibility for any harm resulting from your accessing External Websites, and you irrevocably waive any claim against us with respect to such sites and third-party content.
- Outsourced Services
- From time to time we may introduce you to third parties who offer to provide you with services that we do not or cannot provide (such as legal or accounting advice) but which are ancillary to your use of the Microkeeper platform ("Consultants"). We do not (and cannot) supervise or check the advice or services provided by consultants and therefore cannot warrant the accuracy or correctness of any such advice or services. It is up to you to make your own independent enquires before a consultant is engaged. You acknowledge that you use such consultants at your own risk and after having made your own independent enquires as to the appropriateness or otherwise of the services being provided by the consultant and the charges of the consultant .
3. Our rights and obligations
- Ownership of Content
- We will not claim ownership in any Content and/or other materials which you input through the Website and/or Services.
Your content is your responsibility. We do not take responsibility for any liability which may arise from the Content of the Website and/or Services of any nature .
- We may assign our rights and duties under this agreement, in part or in whole, at any time without prior notice.
- Data Protection, Privacy and Security
- We will use reasonable measures to protect the confidentiality and security of communications transmitted via the Website and/or Services and information stored on servers controlled by us.
- We may block, remove or delete any Content, communications, postings, and/or other data or information if we, in our own sole and unfettered discretion acting reasonably, opine that such Content and/or other data or information may infringe the rights of a third party, or may be:
- Misleading, fraudulent, or deceptive; or
- Defamatory, abusive, or obscene; or
- Possibly in violation of a copyright, trademark, patent, trade secret, or other intellectual property right; or
- Possibly in violation of any applicable law or regulation; or
- Otherwise presents a risk of bringing Microkeeper into disrepute or into a dispute or proceeding of any nature.
- We will terminate your access to the Website and/or Services if we receive three intellectual property infringement notices for your account (without being required to consider the merits of the notice or any defence available to you).
- We may disallow or remove usernames and may, with or without prior notice, close your account if and when we become aware that activities have occurred on that account which constitute, in our reasonable opinion, a breach of this agreement and/or an infringement of an applicable law, regulation or third party rights.
- Variation of Terms and Conditions
4. Your rights and obligations
- Representations and Warranties
- You expressly acknowledge that:
- The Website and/or Services are provided on an "as is" and "as available" basis;
- You use the Website and/or Services at your own risk and after having made your own enquires as to the suitability of the Website and/or Services for the purpose to which they will be put by you;
- You are solely responsible for determining your employees' entitlements and pay rates and that we do not provide advice in this nature, merely a record keeping tool.
- You represents and warrants to us that:
- Your Content shall be true, accurate, current, complete and not misleading;
- Your Content shall not violate the rights of any third party, including, but not limited to, copyrights, trademark rights and/or any other intellectual property rights;
- Your Content shall not create any liability for Microkeeper;
- Your Content is an original work by you and/or you have all necessary rights, licenses, consents and permissions to use, and to authorize Us to use, any and all copyrights, performance rights or other intellectual property rights in and to your Content in order to use the Content on the Website and/or Services.
- You hereby expressly acknowledge and agree that you, and not Microkeeper, are fully responsible for all Content that you input, post, e-mail, transmit or otherwise make available through the Website or Services.
- You acknowledge that Microkeeper, by providing you with the ability to view and modify user-generated Content, is merely acting as a passive conduit (hosting service provider) for the use of such Content, and that We, to the extent permissible by law, does not undertake any obligation or liability relating to the Content or to your activities.
- You acknowledge and agree that we cannot and do not review the Content created or uploaded by you. You acknowledge and agree that we do not undertake or assume any duty to generally monitor the Website for inappropriate Content.
- Data Protection, Privacy and Security
- You are solely responsible for maintaining the confidentiality and security of your username, password and account, and shall be responsible for all uses of their username and password, whether or not authorized by you.
- You shall be liable for all activities and transactions occurring under your account, except for damages caused by us.
- You must notify us immediately in writing of any unauthorized use of your account including, without limitation, unauthorized use of your password and/or username, or any other breach of confidentiality or data security.
- You warrant and agree that you shall under no circumstances:
- Violate or attempt to violate the data security of Microkeeper;
- Access data or materials which are not intended for you;
- Log into a server or account which you are not authorised to access;
- Attempt to probe, scan or test the vulnerability of our servers, system or network or to breach data security or authentication measures of Microkeeper;
- Attempt to interfere with our service to any user, host or network, by any means including, without limitation, hacking our servers or systems, submitting a virus, overloading, "mail-bombing", "flooding" or "crashing", or by means of using electronic tools, including spiders, robots (bots), crawlers, data mining tools, or any other automated means on the Website and/or Services, regardless of the purpose and/or technical configuration of such electronic tools. This does not include any legitimate means employed solely for using and connecting the Microkeeper Application Programming Interface ("API").
- You agree to indemnify and hold harmless Microkeeper, from and against any and all claims, obligations, damages, losses, expenses, and costs, including legal costs on a solicitor client basis, resulting from:
- Any breach of this agreement;
- Any use of your Content;
- Any activity related to your account.
- You may not assign this Agreement or the rights and duties herein, in part or in whole, without the prior written consent of Microkeeper.
- Cooling Off
- You may cancel your subscription without stating a reason within two weeks of registration. When exercising this right, you must send the cancellation request to the following email address:
5. Operative Parts
- Applicable Law and Jurisdiction
- These terms are governed by and construed in accordance with the law of the State of Victoria (Australia), and the parties submit to the jurisdiction of the courts of that State. Subject to that, we may at any time and in our absolute discretion give you written notice that any dispute or difference whatsoever arising out of or in connection with this agreement shall be submitted to arbitration in accordance with, and subject to, the UNCITRAL Arbitration Rules, in which event the appointing and administering body shall be the Institute of Arbitrators and Mediators Australia (IAMA), there shall be one arbitrator, the language of arbitration shall be English, and the place of Arbitration shall be Melbourne, Victoria, Australia.
- Unless otherwise stated, all amounts set out:
- Include GST [as defined by A New Tax System (Goods and Services Tax) Act 1999 (Cth)]
- Are net of any discounts;
- Are in Australian Dollars (AUD).
- Continuing Obligations
- All obligations imposed by this agreement are continuing obligations.
- Any waiver by us in respect of any breach or provision of this agreement shall not be deemed to be a waiver in respect of any other breach or of any subsequent breach.
- If the whole or any part of a provision herein is void, unenforceable or illegal in the State of Victoria it is severed for that jurisdiction. The remainder of this agreement shall have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.
- Entire Agreement
- You acknowledge that you have not relied upon any representations, inducements or the like, other than those contained herein. This agreement constitutes the entire agreement between the parties and supersedes all other communications, negotiations, arrangements and agreements, whether oral or written, between the parties.
Last updated and Change Log
10/01/2010 Document created
16/05/2018 Entire document review
12/02/2020 Billing and invoicing clarification, document numbering changed