Terms & Conditions

Last Updated: January 15, 2025
Effective Date: January 15, 2025

1. Acceptance of Terms

Welcome to Payly. These Terms and Conditions ("Terms") govern your access to and use of the Payly platform, including our website, mobile applications, and related services (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

These Terms constitute a legally binding agreement between you (either an individual or the entity you represent) and Payly. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

2. Description of Service

Payly is a cloud-based Software-as-a-Service (SaaS) workforce management platform designed for businesses managing contractors, freelancers, and project-based teams. We provide tools for time tracking, invoice generation, project management, and digital documentation.

Important: Payly does NOT process payroll, calculate or withhold taxes, or handle direct deposits on your behalf. You remain solely responsible for all tax obligations and compliance with employment laws.

The Service includes, but is not limited to:

• Smart timesheet tracking and approval workflows
• Instant invoice generation and management
• Project and assignment tracking
• Digital document management with e-signature capabilities
• Worker onboarding workflows and checklists
• Purchase order management
• Client and contact management
• Reporting and analytics dashboards
• Integration capabilities with third-party services (Stripe, QuickBooks, Xero, Zapier)
• Multi-tenant account management with role-based permissions
• Mobile and web applications

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, though we will make reasonable efforts to notify you of material changes.

2.5 Invoice Generation and Payment Processing

Payly provides tools to generate and manage invoices based on tracked time and project rates. However, we do NOT process payments or handle funds on your behalf. Any payment processing integrations (such as Stripe) are facilitated through your own third-party accounts, and Payly does not act as a payment processor, merchant of record, or financial institution.

You are responsible for: collecting payments from clients, maintaining compliance with tax regulations, issuing proper tax documentation (1099s, etc.), and ensuring invoices meet legal requirements in your jurisdiction.

3. User Accounts and Registration

3.1 Account Creation

To use the Service, you must create an account by providing accurate, current, and complete information. You agree to maintain and promptly update your account information to keep it accurate and current.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use or security breach
• Ensuring your password meets our security requirements

3.3 Account Eligibility

You must be at least 18 years old to create an account. By creating an account, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

3.4 Account Termination

We reserve the right to suspend or terminate your account at any time if we believe you have violated these Terms or if we determine your use of the Service poses a risk to Payly, other users, or third parties.

4. Organisation and Multi-Tenant Account Management

4.1 Organisation Accounts

Payly operates on a multi-tenant architecture where each organisation has its own isolated account accessed via a unique subdomain (e.g., yourcompany.payly.com.au). The organisation account owner ("Account Owner") has primary responsibility for the organisation's account.

4.2 Account Owner Responsibilities

The Account Owner is responsible for:

• Managing user access and permissions within the account
• Ensuring compliance with these Terms by all account users
• Maintaining accurate billing and payment information
• All activities conducted under the account
• Data management, backup, and export responsibilities

4.3 User Roles and Permissions

Account users may be assigned different roles with varying levels of access and permissions. The Account Owner controls these assignments and is responsible for ensuring appropriate access levels.

4.4 Data Ownership and Isolation

All data entered into your account ("Customer Data") remains your property. We maintain logical separation between accounts, and your data will not be shared with other organisations except as required by law or as specified in our Privacy Policy.

5. Subscription and Payment Terms

5.1 Subscription Plans

The Service is provided on a subscription basis with various pricing tiers. Current pricing and plan details are available on our website. We reserve the right to modify our pricing and plans with reasonable notice to existing subscribers.

5.2 Billing and Payment

• Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected)
• You authorize us to charge your payment method on file for all applicable fees
• All fees are non-refundable except as expressly stated in these Terms or required by law
• You are responsible for all taxes associated with your subscription
• Failed payments may result in service suspension or termination

5.3 Free Trials

We may offer free trial periods for new customers. Trial terms will be specified at signup. Unless you cancel before the trial ends, you will be automatically enrolled in a paid subscription and charged accordingly.

5.4 Subscription Changes and Cancellation

You may upgrade, downgrade, or cancel your subscription at any time through your account settings. Changes to your subscription will take effect at the start of your next billing cycle. Upon cancellation, you will retain access to the Service until the end of your current billing period.

5.5 Price Changes

We may change our subscription fees from time to time. We will provide you with reasonable advance notice of any price changes, and the new pricing will apply to your next billing cycle after the notice period.

6. User Data and Privacy

6.1 Data Collection and Use

Our collection, use, and protection of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our data practices as described in the Privacy Policy.

6.2 Customer Data

You retain all rights, title, and interest in your Customer Data. By using the Service, you grant us a limited license to process, store, and transmit your Customer Data solely to provide and improve the Service.

6.3 Data Security

We implement industry-standard security measures to protect your data. However, no system is completely secure, and we cannot guarantee absolute security of your data. You are responsible for maintaining the security of your account credentials.

6.4 Data Backup and Export

While we perform regular backups of the Service, you are responsible for maintaining independent backups of your Customer Data. We provide tools for data export, which you should use regularly to maintain your own backups.

6.5 Sensitive Data

You acknowledge that the Service may process sensitive personal information including worker contact details, time tracking data, financial information (invoicing/billing), and identity documentation (for onboarding workflows). You warrant that you have obtained all necessary consents and authorizations from workers and contractors to collect, process, and store such data through the Service.

6.6 Document Storage and E-Signatures

The Service allows you to upload, store, and manage documents, including contracts, agreements, and other business records. When using e-signature features, you acknowledge that electronically signed documents may be legally binding under the ESIGN Act and similar laws. You are responsible for:

• Ensuring documents are appropriate for electronic signature in your jurisdiction
• Verifying the identity of signers before initiating signature requests
• Maintaining copies of signed documents outside of Payly for legal and compliance purposes
• Complying with all applicable laws regarding document retention and electronic signatures

Payly provides tools to facilitate electronic signatures but does not provide legal advice regarding the enforceability or appropriateness of electronic signatures for specific documents. Consult legal counsel for guidance on document execution requirements.

7. Intellectual Property Rights

7.1 Payly Intellectual Property

The Service, including all software, designs, text, graphics, logos, icons, images, audio clips, downloads, interfaces, code, and documentation (collectively, "Payly IP"), is owned by Payly or its licensors and is protected by intellectual property laws.

7.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. This license does not include any right to:

• Resell, redistribute, or sublicense the Service
• Modify, reverse engineer, or create derivative works
• Remove or alter any proprietary notices
• Use the Service to build a competitive product
• Access the Service to build a similar service

7.3 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Service without any obligation to you.

8. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Upload or transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers/networks connected to the Service
• Use automated means to access the Service without our written permission
• Impersonate any person or entity or misrepresent your affiliation
• Collect or harvest any personal information from other users
• Use the Service for any illegal, fraudulent, or harmful purpose
• Transmit spam, chain letters, or unsolicited communications
• Violate any employee privacy rights or employment laws

8.1 Compliance with Laws

You are responsible for ensuring your use of the Service complies with all applicable laws, including employment laws, tax regulations, data protection laws, and industry-specific regulations applicable to your business.

8.2 Third-Party Integrations

The Service may integrate with third-party services such as Stripe (payment processing), QuickBooks and Xero (accounting), Zapier (automation), and others. When you enable these integrations:

• You grant Payly permission to access and exchange data with these third-party services on your behalf
• Your use of third-party services is governed by their respective terms of service and privacy policies
• Payly is not responsible for the actions, features, or data practices of third-party services
• You are responsible for maintaining valid accounts and authorizations with third-party services
• Payly may discontinue support for any integration at any time

You acknowledge that data shared with third-party services is subject to their security and privacy practices, and Payly cannot guarantee the security or privacy of data once transmitted to external services.

8.3 Onboarding Workflow Data

When using onboarding workflows to collect information from workers or contractors, you are responsible for:

• Ensuring you have legal authority to collect the requested information
• Providing appropriate privacy notices to individuals completing onboarding
• Complying with employment laws, contractor classification rules, and data protection regulations
• Verifying the accuracy and completeness of submitted information
• Properly classifying workers as employees or independent contractors under applicable laws

Payly does not provide guidance on worker classification, tax withholding requirements, or employment law compliance. Consult legal and tax professionals to ensure proper classification and compliance.

9. Service Availability and Support

9.1 Service Availability

While we strive to maintain high availability of the Service, we do not guarantee uninterrupted or error-free operation. The Service may be unavailable due to maintenance, updates, or circumstances beyond our reasonable control.

9.2 Maintenance and Updates

We may perform scheduled maintenance and updates to the Service. We will make reasonable efforts to notify you of scheduled maintenance that may cause significant disruption, though we are not obligated to provide advance notice for emergency maintenance or security updates.

9.3 Customer Support

We provide customer support via email at support@payly.com.au. Support availability and response times vary by subscription plan. We will make commercially reasonable efforts to respond to support requests in a timely manner.

10. Limitation of Liability

10.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYLY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use the Service
• Any unauthorized access to or use of our servers and/or any personal information stored therein
• Any interruption or cessation of transmission to or from the Service
• Any bugs, viruses, or the like that may be transmitted to or through the Service
• Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service
• The defamatory, offensive, or illegal conduct of any third party

10.3 Aggregate Liability Cap

IN NO EVENT SHALL PAYLY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE EXCEED THE AMOUNT YOU PAID TO PAYLY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.4 Critical Functionality Disclaimer

PAYLY PROVIDES WORKFORCE MANAGEMENT TOOLS INCLUDING TIME TRACKING AND INVOICE GENERATION BUT DOES NOT PROCESS PAYROLL, CALCULATE OR WITHHOLD TAXES, OR PROVIDE TAX OR LEGAL ADVICE. YOU REMAIN SOLELY RESPONSIBLE FOR:

• Accuracy of time records, invoices, and all data entered into the Service
• Proper classification of workers as employees vs. independent contractors
• Compliance with all employment laws, tax regulations, and contractor payment rules
• Issuing proper tax documentation (W-2s, 1099s, etc.) to workers
• Calculating, withholding, and remitting all required taxes
• Making timely payments to workers and contractors
• Maintaining required insurance coverage (workers' compensation, etc.)

PAYLY IS NOT RESPONSIBLE FOR ANY PENALTIES, FINES, LEGAL CLAIMS, OR DAMAGES RESULTING FROM MISCLASSIFICATION OF WORKERS, TAX NON-COMPLIANCE, LATE PAYMENTS, WAGE AND HOUR VIOLATIONS, OR EMPLOYMENT LAW VIOLATIONS. CONSULT QUALIFIED TAX AND LEGAL PROFESSIONALS FOR GUIDANCE ON COMPLIANCE OBLIGATIONS.

11. Indemnification

You agree to indemnify, defend, and hold harmless Payly, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of another party, including other users
• Your Customer Data or any content you submit through the Service
• Any employment-related claims, worker misclassification disputes, or contractor payment issues
• Your failure to comply with applicable laws or regulations, including tax and employment laws

12. Termination of Service

12.1 Termination by You

You may terminate your account at any time by canceling your subscription through your account settings or by contacting us at support@payly.com.au. Upon termination, you will have access to the Service until the end of your current billing period.

12.2 Termination by Us

We may suspend or terminate your account immediately, without prior notice or liability, for any reason, including but not limited to:

• Violation of these Terms
• Non-payment of fees
• Fraudulent, illegal, or harmful activity
• Extended periods of inactivity
• Requests by law enforcement or government agencies

12.3 Effect of Termination

Upon termination:

• Your right to use the Service will immediately cease
• We may delete your Customer Data after a reasonable grace period (typically 30 days)
• You remain liable for all charges incurred prior to termination
• Provisions that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability

12.4 Data Retrieval

Prior to termination, you should export all Customer Data you wish to retain. We are not obligated to retain or provide your Customer Data after termination, though we may retain it for a limited period to comply with legal obligations.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of New South Wales, without regard to its conflict of law provisions.

13.2 Dispute Resolution

Any dispute arising from or relating to these Terms or the Service shall be resolved through the following process:

1. Informal Resolution: Contact us at legal@payly.com.au to attempt to resolve the dispute informally
2. Mediation: If informal resolution fails, disputes shall be submitted to mediation
3. Arbitration: If mediation fails, disputes shall be resolved through binding arbitration in accordance with the rules of the Resolution Institute

13.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

13.4 Jurisdiction

You agree to submit to the personal jurisdiction of the courts located in New South Wales for the purpose of litigating all such claims or disputes.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website with a new "Last Updated" date
• Sending an email notification to the address associated with your account
• Displaying a prominent notice within the Service

Your continued use of the Service after such modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue your use of the Service and may cancel your account.

Material changes will take effect 30 days after notice is provided, except for changes required by law which may take effect immediately.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us on the Service, constitute the entire agreement between you and Payly concerning the Service.

15.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

15.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Payly's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

15.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15.6 Export Compliance

You agree to comply with all applicable export and import control laws and regulations in your use of the Service.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Payly
Support: support@payly.com.au

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By using Payly, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.