TERMS AND CONDITIONS

Welcome to Fitz HR! We are Fitzgerald HR Pty Ltd, an Australian business with ABN 87 693 882 709 (‘Fitz HR’, ‘we’, ‘our’ or ‘us’) and we provide an AI powered HR support platform for hospitality venues, known as Fitz HR as described on our Website (Platform).

These terms and conditions (Terms) govern your access to the Platform and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at https://fitzhr.com/terms (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier).

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 15. Please ensure you contact us if you want to cancel your Subscription.

DISCLAIMER

1. You acknowledge and agree that any information provided to you as part of or in connection with the Platform or the Services is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;

2. (Use of Artificial Intelligence) You understand that the Platform incorporates artificial intelligence technology (AI) in certain features, including our AI Chatbot. By using our Platform, you understand and acknowledge that:

   1. AI is an evolving technology, and we continually strive to enhance its accuracy and usefulness within the Platform;

   2. AI-generated information or recommendations may occasionally be inaccurate, irrelevant, or incomplete or contain hallucinations;

   3. AI-generated information may not reflect the latest legislative, Fair Work, Modern Award, or industry changes, and we make no warranty that any AI output is legally compliant, suitable, or appropriate for your circumstances;

   4. you should not rely solely on AI-generated information or recommendations;

   5. you are responsible for evaluating any AI-generated information or recommendations before acting upon them; and

   6. your use of AI-powered features is at your own discretion and risk.

To the maximum extent permitted by law, and subject to clause 13, we will not be liable for any loss or damage arising from or in connection with your reliance on any AI-generated information or recommendations provided through the Platform, any reliance on information that may be inaccurate, incomplete, outdated, or non-compliant with applicable laws or Modern Awards.

1. (HR Services) The HR Services provided via the Platform are for guidance and support only and do not constitute legal, financial, or professional advice. The Platform and its HR professionals make no warranties regarding the accuracy, suitability, or completeness of any advice or guidance. You remain solely responsible for any decisions or actions taken in relation to your business based on HR Services. Fitz HR is not liable for any loss, damage, or consequences arising from your use of HR Services.

2. (Generated Materials) Documents, templates, and other materials generated by the Platform (Generated Materials) are provided for convenience and guidance only and do not constitute legal, HR, financial, or professional advice. While the Platform aims to ensure accuracy, no warranty is made that Generated Materials are complete, suitable, or appropriate for your circumstances. You are solely responsible for reviewing, adapting, and verifying any Generated Materials before using them. The Platform is not liable for any loss, damage, or consequences arising from your use of Generated Materials.

3. (Employee Personal Information) We do not require users to input employee personal information to use the Platform. However, users may choose to input workplace or employee-related information at their discretion. By submitting data via the platform or AI Chatbot, you warrant that you have the necessary consent to provide such information, and you agree that you are responsible for complying with any applicable privacy obligations in relation to that information. We will handle any personal information we receive in accordance with our Privacy Policy.

4. (No Legal or Industrial Representation) You acknowledge and agree that Fitz HR is not a law firm or an industrial advocate. Fitz HR does not provide legal representation or act on your behalf in any matters before the Fair Work Commission or any other industrial tribunal. Any guidance, information, or templates provided via the Platform or HR Services do not constitute legal advice or advocacy, and you remain solely responsible for engaging appropriate legal or industrial representatives where required.

5. The Platform may provide general information about Modern Awards, employment legislation, and workplace obligations. Fitz HR does not guarantee the accuracy of any Award interpretation, employee classification, penalty rate calculation, or compliance outcome. You remain solely responsible for verifying and ensuring compliance with all applicable laws, Modern Awards, enterprise agreements, and Fair Work obligations.

6. Any marketing statements, including descriptions of the Platform, HR Services, AI features, or related capabilities, are general in nature and do not constitute a guarantee, promise, or warranty of compliance, suitability, accuracy, or outcome. You should not rely solely on such marketing statements when making decisions. Nothing in this clause limits or excludes your rights under the Australian Consumer Law or any other non-excludable statutory rights.

7. By using the Platform and Services, you acknowledge and agree that you are solely responsible for verifying, adapting, and implementing any advice, outputs, or documents provided, and that Fitz HR is not responsible for the outcomes of your decisions except to the extent caused by its negligence, gross negligence, fraud, or breach of statutory duty.

8. You acknowledge and agree that it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.

1. READING AND ACCEPTING THESE TERMS

1. In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

2. By clicking the tick box below or clicking the “I accept these Terms” button on our Website, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.

3. We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

2. ELIGIBILITY

1. By accepting these Terms, you represent and warrant that:

   1. you have the legal capacity and authority to enter into a binding contract with us; and

   2. you are authorised to use the payment you provided when purchasing a Subscription.

2. The Platform is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Platform. By using the Platform, you represent and warrant that you are either:

   1. over the age of 18 years and accessing the Platform for personal and commercial use; or

   2. accessing the Platform on behalf of someone under the age of 18 years old and consent to that person’s use of the Platform.

3. Please do not access the Platform if you are under the age of 18 years old and do not have your parent or guardian’s consent, if you are under 16 or if you have previously been suspended or prohibited from using the Platform.

4. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

3. DURATION OF YOUR SUBSCRIPTION

1. Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 15.

2. Subject to clause 4(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).

3. This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if either party provides a written cancellation notice before midnight on the day prior to the Renewal Date.

4. At least:

   1. three (3) days prior to the expiry of the Renewal Date for a monthly Subscription; or

   2. thirty (30) days prior to the expiry of the Renewal Date for an annual Subscription,

      we will provide you with advanced written notice of the agreement renewing and any applicable changes to the Subscription Fees or these Terms (Renewal Notice).

5. THE SOLUTION

5.1 SCOPE OF YOUR SUBSCRIPTION AND THE SOLUTION

1. We will provide you, to the extent described in your Subscription Tier, the Platform and the Documentation (Solution).

2. Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

5.2 ACCOUNTS

1. (Accounts) To use the Solution, you are required to sign-up, register and receive an account through the Website (an Account).

2. (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, business name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, payment details, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.

3. You may register for an Account using your Apple or Google Account (Third Party Account). If you sign in to your Account using your Third Party Account, you authorise us to access certain information on your Third Party Account.

4. (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

5. (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

5.3 PLATFORM

1. While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Platform and Documentation for the Number of Solution Users. If your Subscription Tier on the Website does not specify a Number of Solution Users, your licence to use the Solution under this clause will be limited to one User (i.e., the Number of Solution Users will be one).

2. We may from time to time, in our absolute discretion, release enhancements to the Platform, meaning an upgraded, improved, modified or new versions of the Platform (Enhancements). Any Enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

3. We may change any features of the Platform at any time on notice to you.

5.4 AI CHATBOT

1. As part of the Platform, we offer an AI-powered chatbot feature (AI Chatbot). The amount of chats you can have with the AI Chatbot will depend on your Subscription Tier.

2. By using the AI Chatbot, you agree that:

   1. your interactions with the AI Chatbot will be recorded and stored;

   2. we may use these recordings to improve the Solution, personalise your experience, and enhance the AI Chatbot 's performance;

   3. information you provide during these interactions may be processed by our AI systems;

   4. while the AI Chatbot aims to provide helpful information, it is not a substitute for professional human resources, legal, or other professional advice and may provide information that is inaccurate, incomplete, misleading, outdated, not suitable for your circumstances, or non-compliant with applicable laws or awards;

   5. you will not share personal information of others or sensitive personal information through the AI Chatbot; and

   6. you will use the AI Chatbot in compliance with these Terms and all applicable laws.

3. We reserve the right to moderate, edit, or remove any content you submit to the AI Chatbot that we deem inappropriate or in violation of these Terms.

4. The collection, use, and storage of data from your interactions with the AI Chatbot are subject to our Privacy Policy (available here: https://fitzhr.com/privacy).

5.5 CREDITS

1. Access to the Platform is subject to your selected Subscription Tier. Certain features, functionalities and services available under your Subscription Tier require the use of credits (Credits). Credits are used in addition to your Subscription and do not, of themselves, constitute a standalone right to access the Platform.

2. Credits may be used to access, among other things:

   1. Generated Materials; and

   2. HR Services (where applicable).

3. The number of Credits required to access any feature or service will be as specified on the Platform at the time of use. Credits are deducted upon use, including for any iterative regeneration. We may vary Credit requirements from time to time.

4. You acknowledge that Credits:

   1. are non-refundable under any circumstances, including if you are not satisfied with the output or require multiple attempts (except as required by law);

   2. are not redeemable for cash or any other monetary value;

   3. have no independent monetary value; and

   4. do not constitute stored value or a deposit.

5. If a platform error prevents use of a feature or service, the Platform may, at its sole discretion, reissue or restore Credits, but this is not guaranteed

6. Unless otherwise stated in clause 8.3, Credits do not expire while your Account remains active under a Subscription Tier that permits access to those Credits.

7. You are solely responsible for managing your Credits and ensuring that you have sufficient Credits available to access relevant features or services.

8. Credits are personal to your Account and must not be transferred, assigned, resold or otherwise dealt with.

5.6 GENERATED MATERIALS

1. The Platform may generate Generated Materials using AI technology or other automated processes.

2. Generated Materials are provided for guidance and convenience only and do not constitute legal, HR, financial, or professional advice.

3. While the Platform strives to ensure accuracy, we make no representation or warranty that Generated Materials are complete, suitable, or appropriate for your circumstances.

4. You are solely responsible for reviewing, adapting, and verifying any Generated Materials before using them or acting on the information contained.

5. Generated Materials may include references to applicable laws, awards, or industry standards. Compliance with such laws or standards is your responsibility.

6. The Generated Materials may provide general information about Modern Awards, employment legislation, and workplace obligations. Fitz HR does not guarantee the accuracy of any Award interpretation, employee classification, penalty rate calculation, or compliance outcome. You remain solely responsible for verifying and ensuring compliance with all applicable laws, Modern Awards, enterprise agreements, and Fair Work obligations.

7. The use of Generated Materials may require Credits, as outlined in the Platform. Access to certain Generated Materials may be restricted, modified, or removed at our discretion.

8. The Platform is not liable for any loss, damage, or consequences arising from your use of Generated Materials.

5.7 HR SERVICES

1. The Platform provides access to qualified HR professionals for certain matters identified through the Platform or upon your request (HR Services). Access to HR Services may require the use of Credits, as described on our Website.

2. HR Services may include guidance on HR processes, policies, and employment matters. They do not include representation, legal advice, or guaranteed resolution of any HR issue. You must not rely solely on HR Services when making employment or business decisions.

3. Access to HR Services is subject to availability. We do not guarantee a particular HR professional, response time, or outcome. Services are provided through the Platform’s communication tools, and the Platform may update, modify, or discontinue HR Services at any time.

4. You must provide accurate and complete information and cooperate with HR professionals to enable effective guidance. You are responsible for securely storing any materials obtained through HR Services.

5. HR Services may reference publicly available or third-party resources, laws, awards, or industry standards. Compliance with all applicable employment and workplace laws, awards, enterprise agreements, and other legal requirements remains your responsibility.

6. Access to HR Services may require Credits. We reserve the right to modify, restrict, or remove access to HR Services at any time, including changes to credit requirements or service scope.

7. Fitz HR and its HR professionals are not a law firm or industrial advocate and do not represent you in Fair Work or industrial matters. Any guidance provided through HR Services is not legal advice, and you remain responsible for engaging appropriate legal or industrial representatives where needed.

8. To the maximum extent permitted by law, Fitz Hr, the Platform, its operators, and HR professionals are not liable for any loss, damage, or consequences arising from the use of HR Services, including actions taken or decisions made based on the advice or guidance provided.

5.8 CRISIS MODE SERVICES

1. Users may submit Crisis Mode Requests, as set out on the Platform and Website, for urgent HR support at any time, including outside standard business hours.

2. Crisis Mode Requests are considered high-risk urgent requests and will trigger immediate service regardless of the User’s available Credits.

3. Users will receive a pop-up confirmation before submitting a Crisis Mode Request, informing them of the applicable Crisis Fee and that an invoice will be issued.

4. By confirming the Crisis Mode Request, the User agrees to pay the Crisis Fee and acknowledges that a return call from an experienced HR consultant will be initiated within 15 minutes during standard business hours (9:00am–5:00pm local time) and within 2 hours outside of business hours.

5. While Fitz HR will use reasonable efforts to meet the response times in clause 5.8(d) , Fitz HR does not guarantee the specified response times and will not be liable for any delay. To the maximum extent permitted by law, any failure to meet the response time will not entitle the User to a refund, credit, or other compensation, except as may be provided at Fitz HR’s sole discretion.

5.9 SUPPORT SERVICES

We will provide general support where reasonably necessary to resolve technical issues with the Platform (Support Services). Unless otherwise agreed in writing:

1. we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Platform internally and we will not assist with issues that are beyond our reasonable control);

2. we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;

3. you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Platform; and

4. you will not have any claim for delay to your access to the Platform due to any failure or delay in Support Services.

6. DATA HOSTING

1. We will store User Data you upload to the Platform using a third party hosting service selected by us (Hosting Services), subject to the following terms:

   1. (hosting location) You acknowledge and agree that we may use storage servers to host the Platform through cloud-based services, and potentially other locations outside Australia.

   2. (service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.

   3. (security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

   4. (backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

   5. (your responsibility for data) You are solely responsible for ensuring that:

      1. all User Data uploaded to the Platform is accurate, complete, lawful, and does not infringe any third-party rights;

      2. you maintain independent backups of your User Data outside of the Platform if required for your business continuity or legal obligations; and

      3. you do not use the Platform as your sole repository or system of record for any critical or regulated data.

   6. (no transfer of ownership) Uploading User Data to the Platform does not transfer any ownership of that data to us. We do not claim any rights in your User Data except to the extent necessary to provide the services under these Terms.

7. CLIENT OBLIGATIONS

7.1 GENERAL

1. You agree to provide us with all documentation, information and assistance reasonably required by us to perform the Services.

7.2 USERS AND EULA

1. You must, and must ensure that all Users:

   1. comply with this agreement (including the EULA) at all times; and

   2. notify us without delay whenever it becomes aware of any case of a breach of this clause 4 or otherwise any illegal or unauthorised use of the Solution.

2. You acknowledge and agree that we will have no liability for any act of a User or for damage, loss or expense suffered by a User in connection with the use of the Solution and will indemnify us for any such damage, loss or expense.

7.3 YOUR MATERIAL

1. You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Solution is complete, accurate and up-to-date.

2. You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

7.4 YOUR OBLIGATIONS

1. You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

2. You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

   1. upload sensitive information or commercial secrets using the Platform;

   2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Platform;

   3. use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes;

   4. upload any material that is owned or copyrighted by a third party;

   5. make copies of the Documentation or the Platform;

   6. adapt, modify or tamper in any way with the Platform;

   7. remove or alter any copyright, trade mark or other notice on or forming part of the Platform or Documentation;

   8. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;

   9. use the Platform in a way which infringes the Intellectual Property Rights of any third party;

   10. create derivative works from or translate the Platform or Documentation;

   11. publish or otherwise communicate the Platform or Documentation to the public, including by making it available online or sharing it with third parties;

   12. integrate the Platform with third party data or Platform, or make additions or changes to the Platform, (including by incorporating APIs into the Platform) other than integrating in accordance with any Documentation or instructions provided by us in writing;

   13. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Platform;

   14. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform or Documentation to any third party, other than granting a User access as permitted under these Terms;

   15. decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code;

   16. share your Account or Account information, including log in details or passwords, with any other person and that any use of your Account by any person who is not the account holder is strictly prohibited. You must immediately notify us of any unauthorised use of your Account, password or email, or any other breach or potential breach of the Solution’s security;

   17. use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);

   18. make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent;

   19. attempt to circumvent any technological protection mechanism or other security feature of the Platform; or

   20. permit any use of the Solution in addition to the Number of Solution Users.

3. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

4. You agree, and you must ensure that all Users agree:

   1. to comply with each of your obligations in these Terms;

   2. to sign up for an Account in order to use the Solution;

   3. that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and

   4. that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 7.

8. FEES AND PAYMENT

8.1 FREE SUBSCRIPTION TIER

We may from time to time offer access to the Platform on a free subscription tier (Free Subscription Tier). No fees are payable by you for your use of the Free Subscription Tier. We may change, suspend, or discontinue the Free Subscription Tier at any time without notice. Certain features, Credits, or services may be limited or unavailable under the Free Subscription Tier.

8.2 PAID SUBSCRIPTION TIERS - SUBSCRIPTION FEES

1. The scope of each Subscription Tier is set out on our Website.

2. Should you choose one of our paid Subscription Tiers (monthly or annual) (Paid Subscription Tier), you must pay subscription fees to us in the amounts specified on the Website for your Paid Subscription Tier, or as otherwise agreed in writing (Subscription Fees).

3. All Subscription Fees must be paid in advance and are non-refundable for change of mind.

4. Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period and at the beginning of every Renewal Period thereafter.

8.3 CREDITS

1. Subject to your Subscription Tier, you will receive a monthly or annual allocation of Credits at the beginning of each Billing Cycle.

2. Credits allocated under your Subscription will roll over between Billing Cycles and may accumulate without limit, provided:

   1. your Subscription remains active; and

   2. you do not change to a different Subscription Tier, unless otherwise specified on the Platform.

3. If you downgrade or cancel your Subscription Tier:

   1. any Credits in your Account that exceed the allowance of your new Subscription Tier will be removed or reduced to the limit of your new Subscription Tier;

   2. If you downgrade to the Free Subscription Tier, all paid subscription Credits allocated under your previous tier will be removed at the end of the current Billing Cycle; and

   3. any Credits you purchased separately will remain active and accessible in your account.

4. If you exhaust your available Credits during a Billing Cycle, you may purchase additional Credits via the Platform at the rates displayed at the time of purchase. Purchased Credits will be made available upon successful payment and will not be affected by any change to your Subscription Tier.

5. Except as required by law, you are not entitled to a refund or compensation for unused or suspended Credits.

8.4 AUTOMATIC RECURRING BILLING

Subject to clauses 8.5 and 8.6:

1. Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 8.

2. While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.

3. By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

8.5 GRACE PERIOD

If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to 10 Business Days from the date of that renewal to cancel your Subscription by contacting us through our Website (Grace Period). If you cancel your Subscription within the Grace Period, please contact us via our Website to request a refund for any recurring fees charged to you during the Grace Period.

8.6 CHANGES TO SUBSCRIPTION FEES

1. We may, from time to time, change our Subscription Fees and provide you with 10 Business Days’ notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period in clause 8.5 will apply.

8.7 CRISIS MODE INVOICING

1. By submitting a Crisis Mode Request, you agree to pay the Crisis Fee applicable to your Subscription Tier. An invoice for the Crisis Fee will be issued immediately upon submission of the Crisis Mode Request.

2. The Crisis Fee is payable within 10 Business Days of the invoice date and must be paid in accordance with the payment terms set out on the invoice.

3. If you do not pay the Crisis Fee:

   1. on or before the date it is due, Fitz HR may immediately cease providing the Platform;

   2. within 60 after the date it is due, without limiting any of Fitz HR’s other rights under these terms, interest will begin to accrue at a rate of 5% per annum, on each amount outstanding, accruing daily and compounding monthly, from the due date for payment to the date on which payment is received by Fitz HR, which you must pay to Fitz HR; 

   3. within 90 days after the date it is due, Fitz HR may seek to recover the amount due by referring the matter to a collection agency; and

   4. you must reimburse Fitz HR for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under this agreement.

8.8 MONEY BACK GUARANTEE

1. We offer a 14-day money-back guarantee on your initial paid Subscription purchase. The 14-day period starts on the date your paid Subscription is activated.

2. If you are not satisfied, you may request a refund by notifying us in writing within 14 days. If eligible, we will refund the Subscription Fees to your original payment method and terminate your access to the Platform.

3. This guarantee applies to first-time subscriptions only and does not apply to renewals, upgrades, credit purchases, professional services, or enterprise arrangements, unless otherwise agreed in writing.

4. Refunds will not be provided where you have breached these Terms or misused the Platform.

8.9 LATE PAYMENTS

1. We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 8.

8.10 GST

1. Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

8.11 CARD SURCHARGES

1. We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

8.12 ONLINE PAYMENT PARTNER

1. We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees.

2. Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you acknowledge agree that:

1. the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found here;

2. you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and

3. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

1. You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 15 will apply.

9. INTELLECTUAL PROPERTY AND DATA

9.1 PLATFORM CONTENT AND GENERATED MATERIALS

1. (Ownership of Platform Content) We retain all rights, title, and interest in and to all materials provided to you through your Subscription in connection with the Platform (including text, graphics, logos, designs, icons, images, sound and video recordings, pricing, downloads, and software) (Platform Content). All Intellectual Property Rights in the Platform Content not expressly granted to you are reserved.

2. (Ownership of Generated Materials) Any materials generated by the Platform, including Generated Materials, AI-generated documents, templates, reports, or other outputs, are owned by Fitz HR., and you are granted only a limited licence to use them as set out in clause 9.1(e).

3. (Licence to Access Platform Content) Subject to these Terms and your Subscription, you are granted a limited, non-exclusive, non-transferable licence to access and use Platform Content solely to view and use the Platform in accordance with these Terms. You may make temporary electronic copies of Platform Content for this purpose. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify, or publish Platform Content without our prior written consent or as otherwise permitted by law.

4. (Licence to use Generated Materials) Subject to these Terms and your Subscription, you are granted a non-exclusive, worldwide, royalty-free licence to:

   1. access, use, reproduce, adapt, modify, and incorporate client-specific information into Generated Materials for your internal business purposes; and

   2. store or print copies of Generated Materials for internal use.

5. You must not sublicense, sell, distribute, or otherwise make the Generated Materials, including underlying templates, AI models, or Platform Content available to any third party, except as expressly authorised in writing by Fitz HR.

9.2 USER DATA

Our Rights and Obligations

1. You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services.

2. We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

1. You are responsible for ensuring that:

   1. you share User Data only with intended recipients; and

   2. all User Data is appropriate and not in contravention of these Terms.

2. You:

   1. warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and

   2. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10. THIRD PARTY SOFTWARE & TERMS

10.1 THIRD PARTY TERMS

1. If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘Third Party Terms’). Currently, third parties that we may use are:

   1. Stripe;

   2. Firebase;

   3. Anthropic;

   4. Supabase;

   5. Calendly; and

   6. EmailJS.

2. Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

3. You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Solution to you and clause 15 will apply.

4. (Third-Party Services and AI Models) The Platform may rely on third-party AI model providers, cloud services, or other external services (‘Third Party Services’) to deliver certain functionality, including data processing, report generation, and other Platform features. The availability, performance, and accuracy of the Platform may be affected by outages, interruptions, errors, or limitations in the Third Party Services. To the maximum extent permitted by law (including the ACL), Fitz HR:

   1. does not guarantee the continuous availability, reliability, or accuracy of Third Party Services; and

   2. is not liable for any loss, damage, or inaccuracy arising from the use of, or reliance on, Third Party Services.

5. You acknowledge that reliance on Third Party Services may result in delays, errors, or inaccuracies in Platform outputs, and the Platform may be modified from time to time to accommodate changes in Third Party Services.

10.2 THIRD PARTY SOFTWARE INTEGRATIONS

1. You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Platform and other software programs will be free from errors, defects or delay.

2. You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Platform if you integrate it with third party software, or change or augment the Platform, including by making additions or changes to the Platform code, and including by incorporating APIs into the Platform.

3. If you add third party software or software code to the Platform, integrate the Platform with third party software, or make any other changes to the Platform, including the Platform code (User Software Changes), then:

   1. you acknowledge and agree that User Software Changes can have adverse effects on the Solution, including the Platform;

   2. you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;

   3. we will not be liable for any failure in the Solution, to the extent such failure is caused or contributed to by a User Software Change;

   4. we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;

   5. we may suspend your access to the Solution until you have changed or removed User Software Change; and/or

   6. we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.

11. CONFIDENTIALITY

1. Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.

2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

3. The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

12. PRIVACY

12.1 GENERAL

1. We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at https://fitzhr.com/privacy.

2. Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.

3. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

12.2 WORKPLACE DATA

1. If you upload personal information relating to your employees, contractors or other workplace participants (Workplace Data) to the Platform, which may include sensitive information:

   1. you warrant that you have the lawful authority to collect, use and upload the Workplace Data and that your collection and use of that Workplace Data complies with applicable privacy and employment laws; and

   2. you are responsible for your decisions regarding the collection, use and disclosure of Workplace Data. Fitz HR does not control how you collect or use Workplace Data and is not responsible for your compliance with privacy or employment laws.

2. Workplace Data may be stored or processed using third-party service providers (including cloud or AI providers), which may be located outside Australia, as described in our Privacy Policy.

13. LIABILITY

13.1 WARRANTIES AND LIMITATIONS

1. (Warranties) We warrant that:

   1. during the Subscription Period, the Platform will perform substantially in accordance with the Documentation;

   2. during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and

   3. to our knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

2. (Errors) We will correct any errors, bugs or defects in the Platform which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:

   1. result from the interaction of the Platform with any other solution or computer hardware, software or services not approved in writing by us;

   2. result from any misuse of the Platform; or

   3. result from the use of the Platform by you other than in accordance with these Terms or the Documentation.

3. (Service Limitations) While we will use our best endeavours to ensure the Solution is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:

   1. the Solution may have errors or defects;

   2. the Solution may not be accessible at times;

   3. messages sent through the Solution may not be delivered promptly, or delivered at all;

   4. information you receive or supply through the Solution may not be secure or confidential; or

   5. any information provided through the Solution may not be accurate or true.

4. (Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

5. (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

13.2 LIABILITY

1. To the maximum extent permitted by law and subject to clauses 13.2(b) and 13.2(c), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Solution is limited to:

   1. the total Fees paid to us by you in the 6 months preceding the date of the event giving rise to the relevant liability; or

   2. where no Fees have been paid, $500 AUD.

2. Clause 13.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of clauses 3, 5.2, 5.7, 7, 9 10.2.

3. To the maximum extent permitted by law, Fitz HR is not liable for any loss, damage, or consequences arising from your reliance on:

   1. AI-generated information or recommendations;

   2. HR Services or guidance; or

   3. Generated Materials, including documents, templates, or other outputs,

      except to the extent such loss or damage is caused by Fitz HR’s negligence, gross negligence, fraud, or breach of statutory duty.

13.3 CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:

1. in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

2. to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

14. UPGRADE AND DOWNGRADES

1. You may notify us that you would like to upgrade or downgrade your Subscription Tier or the Number of Solution Users at any time. If you do, we will:

   1. take reasonable steps to promptly provide you with access to the new Subscription Tier or the additional Number of Solution Users; and

   2. upon providing such access, apply the new, relevant Subscription Fees, to the Renewal Period immediately following the period in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in every subsequent Renewal Period.

2. If you choose to downgrade your Subscription or Number of Solution Users, access to the new Subscription Tier or Number of Solutions and the new Subscription Fees will kick in at the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rate downgrades in between Renewal Periods, however we reserve the right to from time to time.

3. If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.

15. CANCELLATION

15.1 CANCELLATION AT ANY TIME

1. Either party may cancel or terminate your Subscription at any time during the Subscription Period or Renewal Period for convenience by providing 10 Business Days’ notice to the other party.

2. Notwithstanding clause 15.1(a), to avoid automatic renewal, you must provide written notice prior to midnight on the day before the Renewal Date, as set out in clause 4(c).

15.2 CANCELLATION FOR BREACH

1. Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.

2. A “Breach” of these Terms means:

   1. a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;

   2. the other party is given 10 Business Days to rectify the breach; and

   3. the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

15.3 EFFECT OF TERMINATION

Upon termination of this agreement:

1. you will no longer have access to the Platform, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);

2. unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and

3. each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

16. DISPUTE RESOLUTION

1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

17. FORCE MAJEURE

1. We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event. 

2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

   1. reasonable details of the Force Majeure Event; and

   2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.

3. Subject to compliance with clause 17(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:

   1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

   2. strikes or other industrial action outside of the control of us;

   3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

   4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

18. NOTICES

1. A notice or other communication to a party under these Terms must be:

   1. in writing and in English; and

   2. delivered via email to the other party, to the email address specified in the Order, or if no email address is specified in the Order, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

   1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or

   2. when replied to by the other party,

whichever is earlier.

19. GENERAL

19.1 GOVERNING LAW AND JURISDICTION

1. This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

19.2 WAIVER

1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

19.3 SEVERANCE

1. Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

19.4 JOINT AND SEVERAL LIABILITY

1. An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

19.5 ASSIGNMENT

1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

19.6 ENTIRE AGREEMENT

1. This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

19.7 INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);

2. (currency) a reference to $; or “dollar” is to Australian currency;

3. (gender) words indicating a gender includes the corresponding words of any other gender;

4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

7. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

8. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;

10. (includes) the word “includes” and similar words in any form is not a word of limitation; and

11. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS

KEY TERMS

DISCLAIMER

1. You acknowledge and agree that any information provided to you as part of or in connection with the Platform or the Services is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;

2. (Use of Artificial Intelligence) You understand that the Platform incorporates artificial intelligence technology (AI) in certain features, including our AI Chatbot. By using our Platform, you understand and acknowledge that:

   1. AI is an evolving technology, and we continually strive to enhance its accuracy and usefulness within the Platform;

   2. AI-generated information or recommendations may occasionally be inaccurate, irrelevant, or incomplete or contain hallucinations;

   3. AI-generated information may not reflect the latest legislative, Fair Work, Modern Award, or industry changes, and we make no warranty that any AI output is legally compliant, suitable, or appropriate for your circumstances;

   4. you should not rely solely on AI-generated information or recommendations;

   5. you are responsible for evaluating any AI-generated information or recommendations before acting upon them; and

   6. your use of AI-powered features is at your own discretion and risk.

To the maximum extent permitted by law, and subject to clause 13, we will not be liable for any loss or damage arising from or in connection with your reliance on any AI-generated information or recommendations provided through the Platform, any reliance on information that may be inaccurate, incomplete, outdated, or non-compliant with applicable laws or Modern Awards.

1. (HR Services) The HR Services provided via the Platform are for guidance and support only and do not constitute legal, financial, or professional advice. The Platform and its HR professionals make no warranties regarding the accuracy, suitability, or completeness of any advice or guidance. You remain solely responsible for any decisions or actions taken in relation to your business based on HR Services. Fitz HR is not liable for any loss, damage, or consequences arising from your use of HR Services.

1. (Generated Materials) Documents, templates, and other materials generated by the Platform (Generated Materials) are provided for convenience and guidance only and do not constitute legal, HR, financial, or professional advice. While the Platform aims to ensure accuracy, no warranty is made that Generated Materials are complete, suitable, or appropriate for your circumstances. You are solely responsible for reviewing, adapting, and verifying any Generated Materials before using them. The Platform is not liable for any loss, damage, or consequences arising from your use of Generated Materials.

2. (Employee Personal Information) We do not require users to input employee personal information to use the Platform. However, users may choose to input workplace or employee-related information at their discretion. By submitting data via the platform or AI Chatbot, you warrant that you have the necessary consent to provide such information, and you agree that you are responsible for complying with any applicable privacy obligations in relation to that information. We will handle any personal information we receive in accordance with our Privacy Policy.

3. (No Legal or Industrial Representation) You acknowledge and agree that Fitz HR is not a law firm or an industrial advocate. Fitz HR does not provide legal representation or act on your behalf in any matters before the Fair Work Commission or any other industrial tribunal. Any guidance, information, or templates provided via the Platform or HR Services do not constitute legal advice or advocacy, and you remain solely responsible for engaging appropriate legal or industrial representatives where required.

4. The Platform may provide general information about Modern Awards, employment legislation, and workplace obligations. Fitz HR does not guarantee the accuracy of any Award interpretation, employee classification, penalty rate calculation, or compliance outcome. You remain solely responsible for verifying and ensuring compliance with all applicable laws, Modern Awards, enterprise agreements, and Fair Work obligations.

5. Any marketing statements, including descriptions of the Platform, HR Services, AI features, or related capabilities, are general in nature and do not constitute a guarantee, promise, or warranty of compliance, suitability, accuracy, or outcome. You should not rely solely on such marketing statements when making decisions. Nothing in this clause limits or excludes your rights under the Australian Consumer Law or any other non-excludable statutory rights.

6. By using the Platform and Services, you acknowledge and agree that you are solely responsible for verifying, adapting, and implementing any advice, outputs, or documents provided, and that Fitz HR is not responsible for the outcomes of your decisions except to the extent caused by its negligence, gross negligence, fraud, or breach of statutory duty.

7. You acknowledge and agree that it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.

1. APPLICABILITY AND DEEMED ACCEPTANCE

1. This EULA applies to any End Users of the Solution. You agree to, and will be deemed to have accepted, this EULA when you access the Solution.

2. By accessing the Solution, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with the scope and restrictions of this End User Licence to the Solution provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solution.

3. This EULA commences on the date the Solution are provided to you and will end when written notice is provided to you.

2. USE OF SOLUTION

2.1 GRANT OF LICENCE

1. You are granted a revocable, worldwide, royalty-free licence to use the Solution for the Purpose.

2. You must only use the Licenced Materials:

   1. in accordance with the limitations of the Purpose;

   2. in a manner that is consistent and compliant with clause 2.2; and

   3. in compliance with any other restrictions notified to you in writing by the Licensee or the Service Provider from time to time.

2.2 RESTRICTIONS ON LICENCE

Except in accordance with clause 2.1(b), you must not, without prior written approval from the Licensee or the Service Provider in their absolute discretion:

1. make copies of the documentation or the Solution;

2. provide the Solution to any third party;

3. adapt, modify or tamper in any way with the Solution, other than within the approved scope of use of the Solution;

4. remove or alter any copyright, trade mark or other notice on or forming part of the Solution or documentation;

5. create derivative works from or translate the Solution or documentation, other than for your own personal use only;

6. publish or otherwise communicate the Solution or documentation to the public, including by making it available online or sharing it with third parties;

7. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution or documentation to any third party;

8. decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;

9. attempt to circumvent any technological protection mechanism or other security feature of the Solution.

2.3 LIMITATIONS OF SOLUTION

The Service Provider does not guarantee, and make no warranties, to the extent permitted by law, that:

1. the Solution will be free from errors or defects;

2. the Solution will be accessible or available at all times; or

3. any information provided through the Solution is accurate or true.

3. DISCLAIMERS

1. The Service Provider does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Solution.

2. You must take your own precautions to ensure that the process which you employ for accessing the Solution does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.

3. To the maximum extent permitted by applicable law, we limit all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Solutions to $100 (AUD) in aggregate. This includes the transmission of any computer virus.

4. You indemnify the Service Provider and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Solutions or breach of this EULA (or both, as the case may be).

5. You acknowledge and agree that the Provider will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Solutions and indemnify the Provider for

6. any such damage, loss or expense.

7. All express or implied representations and warranties given by the Service Provider or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, our (and our Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:

   1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and

   2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

8. To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement or any goods or services provided by the Service Provider, except:

   1. in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or

   2. to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

4. TERMINATION

4.1 AUTOMATIC TERMINATION

This agreement will be automatically terminated, and your licence to the Solution will be immediately revoked, if the Head Agreement expires or is terminated.

4.2 TERMINATION BY SERVICE PROVIDER OR LICENSEE

The Service Provider or the Licensee (or both) may terminate this agreement immediately by notice to you (as an individual user, without terminating the Head Agreement) if:

1. you are in breach of any term of this agreement and have failed to remedy the breach within 10 Business Days after the notice; or

2. you commit, or the Service Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.

4.3 EFFECT OF EXPIRY OR TERMINATION

1. In the event of expiry or termination of this EULA, you must:

   1. immediately cease using the Solution; and

   2. remove the Solution from all materials in your care, custody or control that feature the Solution, and, if the Solution cannot be removed, then at the Service Provider’s option, return or destroy all such material.

2. Termination of this agreement will not affect any rights accruing to either party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this agreement.

4.4 YOUR DATA ON TERMINATION

You are solely responsible for removing any information you store in the Licensed Material prior to termination of this agreement. The Service Provider will not be liable to you for any loss of your or any other user’s data or information upon termination of this agreement.

5. GENERAL

5.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

5.2 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

5.3 FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

5.4 ASSIGNMENT

You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Service Provider’s prior consent.

5.5 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

PRIVACY POLICY

1. INTRODUCTION

1. This document sets out the privacy policy of Fitzgerald HR Pty Ltd ABN 87 693 882 709 (referred to in this privacy policy as ‘we’, ‘us’, or ‘our’).

   We take our privacy obligations seriously and we’ve created this privacy policy to explain how we store, maintain, use and disclose personal information.

   We are committed to preventing serious invasions of privacy and ensuring the protection of your personal information, so you can contact us using the details below if you have any questions or concerns.

   By providing personal information to us, you consent to our storage, maintenance, use and disclosing of personal information in accordance with this privacy policy.

   We may change this privacy policy from time to time by posting an updated copy on our website and we encourage you to check our website regularly to ensure that you are aware of our most current privacy policy.

2. TYPES OF PERSONAL INFORMATION WE COLLECT

1. The personal information we collect may include the following:

   1. name;

   2. mailing or street address;

   3. email address;

   4. social media information;

   5. telephone number and other contact details;

   6. age;

   7. date of birth;

   8. employment-related information, including employment history, CVs, skills, qualifications, job applications, performance reviews, payroll, leave records, sensitive employee information (only where you provide it);

   9. text, messages and other materials you submit when using the AI chatbot (AI Chatbot), including questions, descriptions of your circumstances, and any attachments you choose to upload;

   10. credit card or other payment information;

   11. information about your business or personal circumstances;

   12. information in connection with client surveys, questionnaires and promotions;

   13. your device identity and type, I.P. address, geo-location information, page view statistics, advertising data and standard web log information;

   14. information about third parties; and

   15. any other information provided by you to us via our website or our online presence, or otherwise required by us or provided by you.

3. HOW WE COLLECT PERSONAL INFORMATION

1. We will collect your personal information in a lawful and fair way. We will only collect your personal

   information where you have consented to it, or otherwise in accordance with the law.

   How we collect your personal information from you

   We may collect personal information where you:

   1. contact us through our website;

   2. receive goods or services from us;

   3. sign up and create an account through our platform;

   4. submit any information into or interact with our AI Chatbot or other automated HR tools;

   5. submit any of our online sign up forms;

   6. insert payment details for a subscription

   7. communicate with us via email, telephone, SMS, social applications (such as LinkedIn or Facebook) or otherwise;

   8. interact with our website, social applications, services, content and advertising; and

   9. invest in our business or enquire as to a potential purchase in our business.

      How you provide information for someone else

      If you are providing personal and/or sensitive information on behalf of someone else, you must have the consent of that person to provide their personal and/or sensitive information to us to be collected, used, and disclosed in accordance with this privacy policy.

      How we collect personal information from cookies

      We may also collect personal information from you when you use or access our website or our social media pages. This may be done through use of web analytics tools, ‘cookies’ or other similar tracking technologies that allow us to track and analyse your website usage. Cookies are small files that store information on your computer, mobile phone or other device and enable and allow the creator of the cookie to identify when you visit different websites. If you do not wish information to be stored as a cookie, you can disable cookies in your web browser.

   We may use Google Analytics to collect and process data, including when you use third party websites or apps. To find out more see How Google uses data when you use our partners’ sites or apps.

4. USE OF YOUR PERSONAL INFORMATION

1. We collect and use personal information for the following purposes:

   1. to provide services or information to you;

   2. to provide you with HR tools or services;

   3. for record keeping and administrative purposes;

   4. to provide information about you to our contractors, employees, consultants, agents or other third parties for the purpose of providing goods or services to you;

   5. to improve and optimise our service offering and customer experience;

   6. to comply with our legal obligations, resolve disputes or enforce our agreements with third parties;

   7. to operate, maintain, and improve our platform, including AI Chatbot features;

   8. to send you marketing and promotional messages and other information that may be of interest to you and for the purpose of direct marketing (in accordance with the Spam Act). In this regard, we may use email, SMS, social media or mail to send you direct marketing communications. You can opt out of receiving marketing materials from us by using the opt-out facility provided (e.g. an unsubscribe link);

   9. to send you administrative messages, reminders, notices, updates, security alerts, and other information requested by you; and

   10. to consider an application of employment from you.

   We may also use your personal information for:

   1. secondary purposes closely related to the primary purpose, in circumstances where you would reasonably expect such use;

   2. such purposes where we reasonably believe that use of your personal information is necessary to lessen or prevent a serious threat to the life, health or safety of any individual, or to public health or safety, and it is unreasonable or impracticable to obtain your consent;

   3. any other purpose for which we receive consent from you; or

   4. any other purpose which is permitted or required under applicable privacy laws.

5. HOW WE DISCLOSE YOUR PERSONAL INFORMATION

1. We respect your privacy, and we will take reasonable steps to keep your personal information confidential and protected. We may disclose your personal information to:

   1. our professional advisors such as lawyers, accountants and auditors;

   2. our related entities; or

   3. any third parties you have consented personal information to be disclosed to.

      We may also disclose personal information to third party contractors as required for us to provide our goods and services to you, such as cloud-service providers, IT professionals, marketing

   agencies and debt collection agencies.

   We take care to work with such third parties who we believe maintain an acceptable standard of data security and require them not to use your personal information for any purpose except for those activities we have asked them to perform on our behalf.

   We will not otherwise disclose your personal information unless:

   1. you have consented to us disclosing your personal information for particular circumstances;

   2. as needed in an emergency or in investigation suspected criminal activity;

   3. we are required to disclose under a subpoena, court order or other mandatory reporting requirements;

   4. we reasonably believe that disclosure of your information is necessary to lessen or prevent a serious threat to the life, health or safety of any individual, or to public health or safety, and it is unreasonable or impracticable to obtain your consent;

   5. it is reasonably necessary for the establishment, exercise or defence of a legal claim; or

   6. it is otherwise authorised or required by law.

6. STORAGE OF YOUR PERSONAL INFORMATION

All personal information we collect is stored on servers located in Australia and, for the most part, we do not disclose or transfer personal information overseas.

However, the cloud service providers we engage to provide us Australian-based servers may operate overseas disaster recovery sites or have personnel overseas who may access the personal information we hold to assist us in managing our servers.

We also may use Google Analytics to track web traffic information which is operated by Google which stores information across multiple countries.

When you communicate with us through a social media service such as Facebook or Twitter, the social media provider and its partners may collect and hold your personal information overseas.

7. SENSITIVE INFORMATION

1. Collection of sensitive information

   We may collect sensitive information about individuals during the course of providing our services through the Platform. This may include, for example, health information, disability information, employee misconduct or performance information, and other personal information that qualifies as sensitive under applicable privacy laws.

   We will only process sensitive information that is entered into the Platform by you, the end user. By uploading or providing sensitive information, you confirm that you have obtained all necessary consents and are complying with your privacy obligations. It is not the responsibility of Fitz HR to obtain consent from the individuals to whom the information relates.

   User responsibility

   You must ensure that you have all necessary rights, consents, and authority to input any personal or sensitive information about individuals via the Platform. We do not independently verify such authority and are not responsible for information provided by you.

   How We Use Sensitive Information

   Sensitive information will only be used for the purposes of:

   1. Providing HR services, templates, reports, or other Platform functionality;

   2. Complying with legal obligations, resolving disputes, or enforcing agreements;

   3. Sending administrative messages, reminders, notifications, or updates requested by you;

   4. Any other purpose permitted or required under applicable privacy laws.

   How we disclose sensitive information

   We may disclose sensitive information to:

   1. Contractors or service providers who assist with Platform functionality (e.g., cloud providers, AI services);

   2. Any other third party where disclosure is permitted or required under applicable privacy laws.

   We will take reasonable steps to ensure that any third-party recipients, including those located overseas, handle sensitive information in a manner consistent with this Privacy Policy.

   AI Powered Features

   Information input into AI-powered features will be processed only to generate outputs requested by you. We do not use sensitive information for AI model training unless expressly stated, and we take reasonable steps to secure such information.

   Withdrawing consent

   You may withdraw your consent to our collection, use, or disclosure of sensitive information by contacting us using the details set out below. We will process all such requests within a reasonable timeframe.

1. Access and correction

   You may request access to, or correction of, sensitive information we hold about individuals through the Platform. Requests will be handled promptly and in accordance with applicable privacy laws.

8. SECURITY

1. We take reasonable steps to ensure your personal information is secure and protected from misuse or unauthorised access. Our information technology systems are password protected, and we use a range of administrative and technical measures to protect these systems. However, we cannot guarantee the security of your personal information.

9. LINKS

1. Our website may contain links to other websites. Those links are provided for convenience and may not remain current or be maintained. We are not responsible for the privacy practices of those linked websites and we suggest you review the privacy policies of those websites before using them.

10. REQUESTING ACCESS OR CORRECTING YOUR PERSONAL INFORMATION

1. If you wish to request access to the personal information we hold about you, please contact us using the contact details set out below including your name and contact details. We may need to verify your identity before providing you with your personal information. In some cases, we may be unable to provide you with access to all your personal information and where this occurs, we will explain why. We will deal with all requests for access to personal information within a reasonable timeframe.

   If you think that any personal information we hold about you is inaccurate, please contact us using the contact details set out below and we will take reasonable steps to ensure that it is corrected.

11. COMPLAINTS

1. If you wish to complain about how we handle your personal information or believe your privacy has been seriously invaded, please contact us using the details provided below with your name and contact details. We will investigate your complaint promptly and respond within a reasonable timeframe.

12. CONTACT US

1. For further information about our privacy policy or practices, or to access or correct your personal information, or make a complaint, please contact us using the details set out below:

   Name: Blake Fitzgerald

   Email: hello@fitzhr.com

   Our privacy policy was last updated on 27 February 2026