Roll-it Super Pty Ltd. Employer Customer Agreement

January 2019

This Employer Customer Agreement (Agreement) forms a binding legal agreement between Roll-it Super Pty Ltd (ACN 611 756 140), AFSL Authorised Representative No. 1273703 of MSC Advisory Pty Ltd. (ACN 607 459 441, holder of Australian Financial Services Licence No. 480649) of 710 Collins Street, Docklands VIC 3008 (Roll-it Super, we or us), and you (the Employer, or you) regarding our provision of superannuation and financial wellness services to your Employees via the Roll-it Super Platform.  

You indicate your acceptance of these terms and conditions by ticking the “Accept” button or by paying for Subscriptions to the Service (as defined below) on behalf of your Employees.  

If you have executed a separate written agreement with Roll-it Super regarding the provision of the Service to your Employees, then that agreement, and not this Customer Agreement, will apply.

This Customer Agreement includes Roll-it Super’s Privacy Policy, which is hereby incorporated into this Customer Agreement by reference.

1. Terminology

Account means an Employee Member account which the Employee Member must activate prior to having the right to access the Services.

Aggregated Data means anonymised information about Employers, Employee Members or their use of the Services, that is collected and aggregated by Roll-it Super for the purposes of analysing and improving the Services or the Roll-it Super Platform, and which does not include any information that meets the definition of Personal Information. 

Authorised User means those persons authorised by the Employer to manage Subscriptions on the Employer’s behalf (for example, certain employees or agents of the Employer).

Commencement Date means the date the Employer successfully registers on the Roll-it Super Platform and first pays the Service Fee.

Data means Employer Data, Employee Data and Aggregated Data.

Employee means an employee of the Employer, and includes full-time, part-time and casual employees, advisers, temps and contractors (as determined by the Employer)

Employee Member means an Employee who has activated an Account on the Roll-it Super Platform. 

Employee Data means information submitted or collected from Employee Members relating to their use of the Roll-it Super Platform. 

Employer Data means information supplied by the Employer to Roll-it Super via the Roll-it Super Platform, including but not limited to information (which may be Personal Information) regarding Employees, contact details, logos and image assets.

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information is true or not and whether the information is recorded in a material form or not, which Roll-it Super collects or handles whilst performing the Services.

Privacy Policy means the privacy policy published from time to time on the Website.

Relevant Period means either a single month or a 12 month period, depending on whether the Employer elects to pay for Services each month or for 12 month periods.

Roll-it Super IP means the title, copyright, patent and other intellectual property rights in the Roll-it Super Platform and/or the Services and all copies, modifications and derivative works of the Roll-it Super Platform and Services, as well as the ROLL-IT SUPER™ brand and logo, and anything else Roll-it Super develops or delivers under this Agreement.

Service Fee means the fee payable by the Employer to Roll-it Super, in accordance with Section 4 below. 

Services means the cloud-based superannuation management and financial wellness services provided by Roll-it Super to Employee Members via the Roll-it Super Platform,

Subscription means a right to allocate the right to create an Account to an Employee.

Term means the period from the Commencement Date until expiry of the Agreement in accordance with clause 9.

Website means https://rollitsuper.com.au or any other website operated by Roll-it Super.

2. Registration

You will become entitled to the Subscriptions in accordance with the terms of this Customer Agreement, following your successful registration via the Website, and payment of the initial Service Fees in accordance with clause 3.

To enable Roll-it Super to properly communicate with you, you must provide accurate and complete information in relation to your business and Employees, and keep such information up to date.Roll-it Super reserves the right to terminate this Agreement if it is found that any material information provided by you is inaccurate or incomplete, and such inaccuracy is not remedied within 30 days of receiving a written request from Roll-it Super.

Upon successful registration and payment of the Service Fees, Roll-it Super grants the Employer a non-exclusive, non-assignable, royalty free, right to that number of Subscriptions paid for by the Employer for the Relevant Period, for the purposes of enabling individual Employees to activate an Account and access the Services during the Relevant Period.

3. Service Fees

The Service Fees will be calculated based on the number of Subscriptions acquired by the Employer, and whether the Employer elects to pay such fees either monthly in advance or annually in advance.Payment of the Service Fees will entitle the Employer to provide that number of Subscriptions to its nominated Employees for the Relevant Period.

The Service Fees will be charged and automatically deducted from the Employer’s nominated account or credit facility on the first day of each Relevant Period.For the avoidance of doubt, this Agreement will automatically renew at the commencement of each Relevant Period following payment of the Service Fees.

The Service Fees will not be increased or decreased during each Relevant Period.Roll-it Super will advise you of any change to the Service Fee amount in advance of the commencement of each Relevant Period.

If any Employer who has nominated a 12 month Relevant Period wishes to acquire additional Subscriptions during that Relevant Period, the Employer must notify Roll-it Super and a one-time Service Fee (based on a 12-month Relevant Period) will be charged to the Employer for each additional Subscription, pro-rated from the start of the new Subscription to the end of the then current Relevant Period.

The Employer may reduce the number of Subscriptions acquired for subsequent Relevant Periods by notifying Roll-it Super during the then current Relevant Period of the required reduction in Subscriptions (and the names of any Employee Members who’s Account will be terminated). 

All Service Fees are stated to be exclusive of GST. If the amount of GST recovered from you differs from the amount of GST payable at law by Roll-it Super with respect to the supply of Services, the amount payable by you to Roll-it Super will be adjusted accordingly.

The Employer acknowledges that Roll-it Super uses a third party payment processor to process your payment of the Service Fees and such processing is subject to the terms, conditions and privacy policies of the payment processor.The Employer acknowledges that it may elect to use a payment method that results in the charging of additional fees by the Employer’s bank, credit card issuer, or other financial institution.Roll-it Super reserves the right to correct any errors or mistakes by the payment processor even if the Service Fees have already been paid by the Employer.

4. Authorised Users

You may allow Authorised Users to manage the Subscriptions but the Employer remains at all times responsible for the compliance of Authorised Users with this Agreement.An Authorised User’s access credentials may not be shared with any other individual or entity for purposes of managing the Subscriptions. You are responsible for maintaining the security of your registration and passwords (including, but not limited to, administrative and user passwords). 

You shall be responsible for acts, omissions, or breaches hereunder by any of the Authorised Users or any other individuals managing the Subscriptions. 

You must notify Roll-it Super immediately of any breach of security or unauthorised access to the Subscriptions.

5. Employee Members

This Agreement does not apply to any Employee of the Employer. An Employee’s use of the Service is governed by separate Terms of Use between the Employee and Roll-it Super. 

The nomination of Employees who are eligible to receive the Services is at the full discretion of the Employer.Following notification of the nominated Employees to Roll-it Super, Roll-it Super will issue Employees with electronic invitations to register for an Account and access the Services.  An Employee will become eligible to receive the Services (referred to as an Employee Member) only upon successful creation of an Account and acceptance of the relevant Terms of Use when that Employee first accesses the Roll-It Platform.

The Employer may terminate an Employee Member’s Account and access to the Services by notifying Roll-it Super in writing, which must be in a form approved by us from time to time (a Cessation Notice).An Employee will cease being an Employee Member only at the end of the month in which we have received a Cessation Notice with respect to that Employee Member, from the Employer.

If an Employee nominated by the Employer:

  • does not access the Roll-it Super Platform within 180 days of receiving the invitation from Roll-it Super;
  • does not accept the Terms of Use of the Roll-it Super Platform; or
  • becomes an Employee Member but then personally requests termination of his or her Account,

Roll-it Super will allow that Subscription to be re-allocated by the Employer to an alternative Employee at that time, but will not refund any Service Fee to the Employer applicable to that Subscription.

6. Access & Promotion

You agree to grant us reasonable access to your intranet (in a manner reasonably determined by you) and your places of business to the extent necessary to market and promote the Service to your Employees and perform the Services. This may include, but is not limited to, the provision of in-house training sessions, providing Employees with access to webinars, allowing Roll-it Super to leave brochures at your places of business, or including a link to a Roll-it Super website, or details of the Service, on your intranet page.  

You agree to provide us with reasonable assistance in accessing and promoting the Service to your Employees.

Any information about the Service proposed to be placed on your intranet must receive the prior written approval of both parties.

7. Service Standards

As part of the Services, Roll-it Super will:

  • Host and maintain the Roll-it Super Platform;
  • Continue to improve the Services including adding or removing functionality or features; and
  • Maintain reasonable security measures to protect all Data held within the Roll-it Super Platform.

Roll-it Super reserves the right to add new features or to vary the delivery of existing features of the Services at any time, however Roll-it Super will not remove any key features without first notifying you. 

Roll-it Super will provide online and phone support to you during normal business hours in Australia.

Roll-it Super will provide the Services in accordance with all applicable laws and our Privacy Policy.

Roll-it Super will comply with all legislation which regulates the provision of the Services to the Employees. In particular, Roll-it Super represents and warrants that it holds all registrations and licences which are required to lawfully perform its obligations under this Agreement and the Terms of Use.

8. Privacy & Data

Roll-it Super will collect, use, disclose and store Employer Data and Employee Data strictly in accordance with applicable data protection and privacy laws. 

It is a condition of this Agreement that the Employer complies with, and not do anything inconsistent with, Roll-it Super’s Privacy Policy. 

Employer Data

The Employer retains ownership of all Employer Data and is solely responsible for the accuracy, content and legality of all Employer Data. 

The Employer grants Roll-it Super a non-exclusive, royalty-free, license to copy, distribute, perform, display, store, modify, and otherwise use Employer Data in connection with providing the Services, including storing the Employer Data on Roll-It’s servers. 

Employee Data

All Employee Data will be collected, held and managed by Roll-it Super strictly in accordance with Roll-it Super’s Privacy Policy and the Terms of Use applicable between Roll-it Super and the Employee.The Employer acknowledges and agrees that it has no rights to access Employee Data collected and held by Roll-it Super in relation to an Employee Member.

The Employer grants Roll-it Super a non-exclusive, royalty-free, license to copy, distribute, perform, display, store, modify, and otherwise use Employer Data in connection with providing the Services, including storing the Employer Data on Roll-it Super’s servers. 

Aggregated Data

To the extent necessary, the Employer grants Roll-it Super the right to use the Employer Data and Employee Data to create Aggregated Data, to analyse and measure general Service usage patterns and characteristics of its user base and otherwise to improve its products and services, and may include such Aggregated Data as general benchmarking data, in promotional materials or industry reports to third parties. 

Aggregated Data will be owned and retained by Roll-it Super.For the avoidance of doubt, Roll-it Super may use Aggregated Data at its sole discretion after termination of the Agreement.

9. Termination

An event of termination (Termination Event) occurs if:

  • a party becomes an externally administered body corporate or you become a ‘retail client’ under the Corporations Act 2001;
  • a party ceases to carry on business or its assets are subject to any form of enforcement action;
  • a party breaches a material term of this Agreement and such breach is either not capable of being remedied or remains unremedied 30 days after receiving written notice from the other party; or
  • a force majeure event (being an event outside the reasonable control of that party that results in the delay or failure to fulfil an obligation under this Agreement) continues for a period of 90 days or more.

If a Termination Event occurs, this Agreement may be terminated by written notice from the party not subject to the Termination Event. 

Roll-it Super may terminate this Agreement immediately there is a change in any applicable legislation, regulation, tax ruling or government-mandated superannuation policy or process that has a material adverse effect on Roll-it Super’s ability to supply the Services.

This Agreement will otherwise terminate at the end of any Relevant Period in which you have notified Roll-it Super that you do not wish to acquire the Subscriptions for your Employees for additional Relevant Periods.

On expiry or termination of this Agreement for any reason, the Employer must immediately:

  • cease using (and require all Authorised Users and Employees, and anyone else, to cease using) the Services, and all Roll-it Super IP; and
  • remove all access and references to the Services from the Employer’s systems.

On or after termination, the Employer may request, and Roll-it Super will use reasonable efforts to, make the Employer Data available for download within 7 days of the request. Roll-it Super may then delete the Employer Data.

Roll-it Super reserves the right, including after termination, to access, read, preserve, and disclose any information, including without limitation Employer Data, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests or (v) protect the rights, property or safety of us, our users and the public.

Termination of this Agreement does not affect any accrued rights or remedies of either party.

10. Confidentiality

Each party agrees that all code, inventions, know-how, business, technical, financial and other confidential information it (Receiving Party) obtains from the disclosing party (Disclosing Party) constitutes the confidential property of the Disclosing Party (Confidential Information). Any Roll-it Super IP, Data, and the terms and conditions of this Agreement shall be deemed Confidential Information. Except as expressly authorised herein, the Receiving Party will not use or disclose any Confidential Information. The Receiving Party’s non-disclosure obligation shall not apply to information which the Receiving Party can show: (i) was rightfully in its possession or known to it prior to receipt; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). 

11. Partner Services & Linked Websites

Roll-it Super works with several partner organisations (together referred to as our Partners) to provide Employee Members with certain services (Partner Services) associated with the Roll-it Super Platform. Whilst Roll-it Super makes every reasonable effort to arrange for the provision of high quality Partner Services for the benefit of its Employee Members, to access such Partner Services Employees will deal directly with each Partner via the Roll-it Super Platform. As a result, Employee’s use of each Partner Service is governed by the terms and conditions issued by that Partner.

The inclusion of a Partner Service on the Roll-it Super Platform does not indicate any representation by Roll-it Super as to the quality, timeliness, cost or any other aspect of that Partner or the Partner Services for which they are responsible, and Roll-it Super does not accept liability for any loss or damage incurred as a result of using the Partner Services.You also agree that Roll-it Super is not responsible or liable in any way for any content or material of Partner Services which you may access through the Roll-it Super Platform.

Roll-it Super may also provide advertising, links or access to other websites and locations on the Internet, that are not under the control of Roll-it Super (Linked Websites), through the Roll-it Super Platform.Inclusion of a link does not imply endorsement by Roll-it Super and Roll-it Super has no control over the content of such Linked Websites.You acknowledge and agree that Roll-it Super is not responsible or liable in any way for such Linked Websites including any damage or loss caused or suffered in any way in connection with an Employee’s use or reliance on such Linked Websites. 

12. Disclaimer

Roll-it Super makes no representations concerning any Data, Services, product suppliers or other information contained in or accessed through the Services. Roll-it Super will not be responsible or liable for the accuracy, copyright compliance, or legality of material, Data or other information contained in or accessed through the Services, nor for the financial performance of any Employee’s financial assets managed through the Roll-it Super Platform.

Roll-it Super provides a comparison of superannuation fund providers to Employee Members via the Roll-it Super Platform.However, the Employer acknowledges that investments can go up and down. Past returns are not a reliable indicator of future returns. Future returns may be affected by a range of factors including economic and market influences. Performance data is shown after ongoing fees and assumes reinvestment of income.For the avoidance of doubt, the inclusion of a Contractor or product supplier on the Roll-it Super Website does not indicate any representation by Roll-it Super as to the quality, timeliness, cost or any other aspect of that Contractor’s or product supplier’s goods or services.

13. Limitation of liability

Neither party is to be liable for any indirect, incidental, special, punitive or consequential damages, or any loss of revenue or profits (excluding Service Fees under the Agreement), Data, or data use.

Roll-it Super’s maximum liability for any damages related to this Agreement or the Services, whether in contract or tort, or otherwise, shall in no event exceed, in the aggregate, the lesser of AU$10,000 or the total amounts actually paid to Roll-it Super by the Employer for the Services in the 12 month period immediately preceding the event giving rise to such claim.

14. Indemnification

The Employer will indemnify and defend Roll-it Super from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by the Employer (including any Authorised Users) of this Agreement, or (b) any representations or warranties made by the Employer (including any Authorised User) regarding the Services (including Roll-it Super) to third parties. This indemnification obligation is subject to the Employer receiving (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that Roll-it Super may participate in the claim at its own expense and the Employer may not settle any claim without Roll-it Super’s prior written consent; and (iii) all reasonably necessary cooperation of Roll-it Super at the Employer’s expense.

Roll-it Super will indemnify and defend the Employer from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to any breach by Roll-it Super of this Agreement.  This indemnification obligation is subject to Roll-it Super receiving (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that the Employer may participate in the claim at its own expense; and (iii) all reasonably necessary cooperation of the Employer at Roll-it Super’s expense.

15. Publicity

The Employer consents to inclusion of its name and logo in client lists that may be published as part of Roll-it Super’s marketing and promotional efforts.

16. General

Any term of this Agreement that is either wholly or partly unenforceable will be severed to the extent necessary to make the remaining terms of this Agreement enforceable.

The Employer may not assign part or all of this Agreement or give or transfer the Services or an interest in them to another individual or entity, other than to Employees as set out in this Agreement.

This Agreement is governed by the substantive and procedural laws of Victoria, Australia and Roll-it Super and the Employer agree to submit to the exclusive jurisdiction of the courts in Victoria, Australia, in any dispute arising out of or relating to this Agreement.

17. Contact

You may contact us at:

Roll-It Super Pty Ltd

710 Collins Street

Docklands, VIC 3008

info@rollitsuper.com.au

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