Updated: 10 June 2025

Effective: 10 June 2025

Applies to:

  • Wrkplace HR, Keap CRM, Bloodstock Manager and related Integrations (“Software“) delivered as a service on a monthly or annual plan, and
  • Consulting, KYC, eSignature and SMS services (“Services“) delivered on an annual or Pay-As-You-Go (“PAYG”) plan.

These Terms of Service (“Terms”) govern your subscription to any Software and Services delivered by Wrkplace Digital Pty Ltd (ACN 644 938 554) (“We”, “Wrkplace Digital”).

Your access to and use of the Software and Services is conditioned on your acceptance of and compliance with these Terms.

If you create an account and use our Software and Services, this implies you agree to these Terms.

1 Terms

Monthly Software Plans

1.1 Your Agreement to utilise our Software and our agreement to deliver our Software, shall be effective on or shortly after the date you sign our Agreement (“Commencement Date”) and will continue for three (3) months from Commencement Date (“Initial Term”) and for further terms each of one calendar month commencing on the expiry of the Initial Term (“Further Terms”), unless terminated.

Annual Software or Services Plans

1.2 Your Agreement to utilise our Software and our agreement to deliver our Software, shall be effective on or shortly after the date you sign our Agreement (“Commencement Date”) and will continue for twelve (12) months (“Initial Term”) and for further terms each of twelve (12) months commencing on the expiry of the Initial Term (“Further Terms”), unless terminated.

Pay As You Go Services (Consulting, KYC, eSignature, SMS)

1.3 Your Agreement to utilise our Services and our agreement to deliver our Services, shall be effective on or shortly after the date you sign our Agreement (“Commencement Date”) and will continue for three (3) months from Commencement Date (“Initial Term”) and for further terms each of one calendar month commencing on the expiry of the Initial Term (“Further Terms”), unless terminated.

2 Termination

2.1 Neither party may terminate this Agreement during the Initial Term.

2.2 You may terminate this Agreement at the commencement of any Further Term, provided thirty (30) days written notice is provided to Wrkplace Digital (“Termination Date”).

2.3 Wrkplace Digital may terminate this Agreement at the commencement of any Further Term, ninety (90) days after written notice is provided to You (“Termination Date”).

2.4 Either party may terminate this Agreement immediately by written notice to the other party if:

a. the other party or its subcontractor(s) commits a material breach of this Agreement and that breach is not capable of remedy within ten (10) Business Days of receiving a written notice requiring it to do so;

b. the other party or its subcontractor(s):

  • has had appointed an administrator, official manager, provisional liquidator, liquidator or person having a similar function under the Corporations Act or any Action is taken to appoint such a person;
  • is the subject of an application or order for dissolution or winding up or a resolution is passed or any steps are taken to pass a resolution for its dissolution or winding up;
  • ceases or threatens to cease conducting its business in the normal manner; or
  • is charged for a serious integrity offence under the Australian Rules of Racing or Local Rules of Racing, or by ASIC or other government body.

c. a Force Majeure Event continues for a continuous period of at least fifteen (15) Business Days.

3 Variation of Fees

3.1 Wrkplace Digital may alter or change the Fees effective at the commencement of any Further Term of this Agreement, subject to Wrkplace providing a minimum of 30 (thirty) days notice. Subscribers are assumed to have accepted such Fee adjustment if it does not notify Wrkplace Digital to the contrary or cancel its subscription to the Software and Services.

4 Invoices and Payments

4.1 On Commencement Date and on the first day of each Further Term for the duration of this Agreement, Wrkplace Digital will invoice you the Fixed Fees for:

  • Software for that Term (pre-paid), and
  • Services for that Term (pre-paid) if providing on an annual plan (e.g. annual eSignature, KYC or SMS plan).

4.2 On the first day of each month for the duration of this Agreement, Wrkplace Digital will invoice you the Fees for any Pay-As-You-Go service (Consulting Hours, Know Your Customer requests, eSignature requests, SMS messages) delivered in the prior month (over and above any services included in your Subscription).

4.3 You will pay any valid, undisputed amount in a Wrkplace Digital Fees invoice within fifteen (15) calendar days of invoice date.

Disputed amounts

4.3 If You consider that a Wrkplace Digital invoice has not been correctly rendered or disputes the amount payable:

a. You must, as soon as is reasonably practicable, notify that you dispute all or part of the invoice, including details of the dispute and any action which you reasonably considers that Wrkplace Digital should take to rectify the invoice; and

b. until the dispute is resolved, your payment obligations under clause 5.2 will not apply to the disputed part of the invoice.

Defaulting Payments

4.4 You acknowledge and accept that should Fees not be paid within thirty (30) days of the date on which they are payable, Wrkplace Digital reserves the right to suspend the provision of the Services without notice until any arrears have been received, and Wrkplace Digital shall not be liable for any loss or damage, howsoever arising, You incur as a result of such exercise.

5 Obligations

5.1 Wrkplace Digital must, so far as is reasonably practicable, ensure it:

a. supplies Applications and Services in an efficient manner and in accordance with this Agreement;
b. acts under any reasonable and lawful directions given from time to time by You within the scope of this Agreement;
c. provides suitably qualified personnel to deliver and maintain the Applications and Integrations and carry out the Services;
d. keeps abreast of and advise you of relevant advances in technology, innovation and processes for consideration by You;
e. maintains secure infrastructure, security protocols and privacy policies for the protection of Your customers’ Personally Identifiable Information;
f. never stores your customers’ Personally Identifiable Information (PII) on its servers, databases or drives;
g. notifies you of any data breaches that does or may include data related to you or your customers within 48 hours after becoming aware of a breach.

5.2 You must, so far as is reasonably practicable, ensure its personnel:

a. comply with Wrkplace Digital’s reasonable requirements, as notified from time to time, regarding Application security, access and similar matters;
b. comply with the Australian Rules of Racing, Local Rules of Racing and all applicable ASIC license conditions;
c. accept that it will have to comply with various technical requirements, including an active internet connection, the configuration of internet browser settings or allowing the use of “cookies” or “flash” content, and it is your responsibility to ensure that it complies with any and all such technical requirements; and
d. agree to the Terms of Use of any third-party Application or Service we provide you access to:

Keap https://keap.com/legal/terms-of-use

Dropbox Sign https://www.dropboxsign.com/about/terms

Twilio SMS https://www.twilio.com/en-us/legal/messaging-policy).

6 Confidentiality

6.1 Each party will:

a. if there is any doubt as to what constitutes disclosure of Confidential Information which is reasonably necessary for the purposes of this Agreement, obtain written consent from the other part prior to the disclosure of Confidential Information;

b. keep all Confidential Information strictly confidential except as may be reasonably necessary for the purpose of this Agreement, using the same degree of care as it uses to protect its own Confidential Information of like nature, but not less than a reasonable degree of care;

c. not disclose any such Confidential Information to any person other than its Personnel who have a need to know and procure that those Personnel observe these confidentiality requirements as though they were themselves subject to these requirements;

d. at the disclosing party’s option and expense, promptly return such Confidential Information to the disclosing party or destroy the same as soon as practicable upon request by the disclosing party at any time and on termination of this Agreement.

6.2 The receiving party may disclose Confidential Information of the disclosing party, without liability for such disclosure, to the extent that such disclosure is:

a.required to be made pursuant to Applicable Law, by any Government Agency, or by duly authorised subpoena, witness summons, or court order in which case the receiving party will provide prompt notice to the disclosing party and endeavour to give the disclosing party an opportunity to respond prior to such disclosure;

b.required to be made to a court arbitration panel, or other tribunal in connection with the enforcement of the receiving party’s rights under this Agreement; or

c.approved by the prior written consent of the disclosing party.

7 No Third Party Software Warranties

7.1 Wrkplace Digital makes use of third party software and integration applications (Keap CRM, Dropbox Sign, Softr, Airtable, GreenID, Twilio, Zapier, n8n) and cannot warrant systems that we have no control over.

7.2 Third party software and integration applications are provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of fitness for a particular purpose.

8 Dispute Resolution

8.1 A party claiming that a Dispute has arisen (“Complaining Party”) must notify the other party (“Non-Complaining Party”) giving details of the Dispute (“Dispute Notice”).

8.2 Within ten (10) Business Days after a Dispute Notice, parties must hold good faith discussions in an attempt to resolve the Dispute (“First Meeting”).

8.3 If the Dispute is not resolved at this First Meeting or within ten (10) Business Days following the First Meeting, the parties must hold further good faith discussions in an attempt to resolve the Dispute (“Second Meeting”).

8.4 If the Dispute is not resolved at the Second Meeting or within ten (10) Business Days following the Second Meeting, either Party may immediately refer the Dispute to mediation. Complaining Party and the Non-Complaining Party must each pay one half of the mediation fees, irrespective of the result of the mediation. The mediation must be conducted in accordance with the mediation guidelines of the Law Institute of Victoria.

8.5 If the Dispute is not resolved within twenty (20) Business Days after commencement of mediation, either party may commence court proceedings in respect of the Dispute.

8.6 Despite the existence of a Dispute between the parties, both parties must perform their other obligations under this Agreement.