1. Application

1.1 These “Managed Payroll Services Terms” (Terms) are the terms and conditions on which we provide (or will provide) managed payroll Services to you unless we both expressly agree other terms apply.

1.2 These Terms are incorporated into your Managed Payroll Services Schedule (Service Schedule).

2. Parties

2.1 “Datacom”, “we”, “us”, “our” means Datacom Solutions Limited or, if specified otherwise in the Service Schedule, a related company of Datacom; and

2.2 “Customer”, “you” or “your” means the customer identified in the managed payroll Service Schedule.

3. Agreement

3.1 We will supply the Services to you as agreed between us both in the Service Schedule.

3.2 We may vary these Terms from time to time where we make changes which apply to all our managed payroll services customers.  We will generally provide 30 days' notice of important changes before they become effective, unless immediate changes are required for reasons outside our control. Any variation only applies to any future Services.  If you do not agree to any varied Terms, you may immediately terminate the Service Schedule and pay us for any Services provided up to the termination date.

3.3 These Terms also incorporate Datacom's acceptable use of Datacom Services policy available on our website here.

4. Services

4.1 Datacom will undertake payroll processing on the Customer’s behalf based on employee information provided to Datacom by the Customer. Payroll processing will include calculation of the gross and net pay for each employee, including the calculation of deductions and leave.

4.2 The Customer acknowledges that Datacom’s ability to accurately complete the payroll processing on time is dependent on accurate and complete information being provided on time by the Customer, and also on the Customer providing timely approvals and declarations in accordance with the Processing Timeline.

4.3 Datacom’s ability to provide payroll processing services as described is dependent on you complying with the Customer Responsibilities.

4.4 Datacom will use the Software to provide the Services.  We will implement and configure the Software to provide the Services as set out in a detailed statement of work agreed between the parties.

4.5 The Customer is responsible for testing and verifying the correct configuration of the Software by confirming to Datacom that all calculations are as the Customer expects.

4.6 Datacom will respond to support requests from the Customer's Authorised Users during the Service Window.

4.7 The Customer acknowledges and agrees that Datacom is not authorised to, and does not, provide legal advice in connection with the Services.  In receiving the Services, the Customer may not rely, and does not rely, on any information, statements or representations provided or made by Datacom and relies solely on its own legal advice and enquiries. The Customer further acknowledges that Datacom disclaims all liability, to the extent permitted by law, arising in connection with a breach by the Customer of any applicable employment legislation.

5. Software

5.1 The Software is owned by Datacom or its licensors and is protected by copyright. All Intellectual Property Rights in the Software are reserved.

5.2 The Software is hosted on a high-availability platform which includes redundancy for all critical systems, including full site redundancy.

5.3 The Software will generally be available 24 hours per day, 7 days per week. Datacom monitors the status and completion of the Customer’s payroll processing and at the Customer’s request will extend the Service Window on the Customer’s scheduled pay days for a reasonable period in order that the Customer may attempt to complete its processing.

5.4 Planned outages required for system maintenance or Software upgrades will generally be scheduled to occur outside the Service Window.

5.5 Datacom may temporarily suspend access to the Software at any time in an emergency if in Datacom’s reasonable opinion the circumstances necessitate urgent action. Datacom will use its best endeavours to restore access to the Software as soon as reasonably practicable.

5.6 The Customer acknowledges that the operation and availability of the systems used for providing access to the Software, including public telephone services, computer networks and the Internet can be unpredictable and may from time to time prevent access to the Software.

5.7 The Software is designed to meet the normal payroll processing requirements for organisations in Australia or New Zealand, including payroll reports required by tax agencies.

5.8 Datacom continues to develop the Software in response to changes in legislation or new interpretations of legislation, and in response to new employment arrangements identified among users of the Software.  To support the Customer’s ongoing legal compliance, Datacom may at its sole discretion adopt new Software from time to time to provide the Services.

5.9 The Customer agrees that Datacom is free to use, develop and commercialise any input, feedback, suggestions or corrections (Feedback) provided by the Customer in relation to the Software at Datacom’s sole discretion, and the Customer grants to Datacom a perpetual, irrevocable, worldwide, royalty-free licence to any such Feedback.  To avoid doubt, Feedback is not Confidential Information of the Customer but does constitute Datacom’s Confidential Information. 

5.10 The Customer agrees that Datacom may undertake statistical analysis of customers’ data and use of the Software to improve the quality of services Datacom provides to customers, to track usage, to develop new services or product offerings, to derive insights and identify business trends, and/or for other statistical purposes. All such analyses will be aggregated and/or anonymised to the extent practicable such that the resulting data no longer identifies any customer or any individual.

5.11 Any product “roadmap” released by Datacom from time to time is intended to outline the general product direction and is for information only. It is not a commitment to release any particular code or functionality and may not be relied upon for planning or purchasing decisions.  Items on any such roadmap are subject to change and/or delay, and the development and timing of release of any features is at Datacom’s sole discretion.

5.12 The Customer acknowledges that Datacom uses Third Party Services to deliver certain generative AI capability within the Software (AI Tools). The Customer’s use of the AI Tools is subject to the terms applicable to the Third Party Services notified or made available to the Customer from time to time and the AI Tools are supplied to the Customer on an "as is" and "as available" basis. The Customer acknowledges and agrees that data may be transferred outside Australia and New Zealand in an encrypted state for processing by the AI Tools. Datacom does not warrant or guarantee, and accepts no liability in respect of, the accuracy, reliability, completeness or neutrality of any content or output of any AI Tools. The Customer is responsible for reviewing and exercising its own judgement in respect of, and utilises, any such content or output at its own risk.

5.13 Datacom may from time to time allow the Customer (or an authorised third party on behalf of the Customer) to access and use integrations (including APIs, webhooks, flat files, message queues or a combination of those) available as part of the Datapay Services (Datapay Integrations). Unless Datacom expressly agrees otherwise with the Customer, the Customer acknowledges and agrees that the Customer is solely responsible for its use of Datapay Integrations and the transfer of Customer data (including personal information) to any third party via any Datapay Integration. Datacom does not accept responsibility for any Loss arising from the Customer’s or any third party’s use or misuse of Customer data, including in breach of applicable privacy law.  The Customer indemnifies Datacom in respect of any third party claim arising in respect of the Customer’s or any third party’s use of any Datapay Integration. Datacom reserves the right to suspend access to any Datapay Integration if Datacom reasonably considers that any misuse of a Datapay Integration is occurring or may occur.

5.14 Datacom does not warrant that the Software meets the Customer's needs or that it will function as anticipated by the Customer. The Customer is responsible for determining that the Software's functionality is appropriate for its purposes. Datacom will assist the Customer in this determination by providing both information and reasonable trial access to the Software.

5.15 Datacom warrants that the Software, including modifications, enhancements and upgrades, will perform substantially as described in the Documentation.

5.16 If the Customer finds any inconsistency between the Software and the Documentation and the Customer notifies Datacom, then Datacom will correct the error in the Software or the Documentation.

6. Payroll Processing

6.1 Datacom offers an option for automating the payment of the Customer’s employees following the Customer’s final approval of payments, by producing an Electronic Funds Transfer (EFT) file for each pay run which can be submitted to the Customer’s bank on behalf of the Customer (where the Customer’s bank enables the automation). The Customer must meet Datacom’s and its bank’s credit, anti-money laundering and any other relevant requirements before Datacom can enable automated payments.

6.2 Where automated payments are enabled, and following the Customer’s final approval of payments, Datacom will use its best endeavours to transmit the payroll file, together with the bank account information provided by the Customer, to enable debit of wages and salaries from the Customer’s nominated bank account and direct credit to each employee’s bank account.

6.3 The Customer acknowledges and agrees that only Authorised Users set up with permission to submit wages and salary files for banking are authorised to undertake these actions.

6.4 It is the Customer’s responsibility to ensure that there are sufficient funds in their nominated account to cover the gross amount to be deducted for the payment of wages or salaries, and that if there are insufficient funds in the nominated account to cover the gross amount of the debit then there is the possibility the deduction will be dishonoured by the Customer’s bank. The Customer agrees, on demand by the Customer’s bank, to hold both them and Datacom harmless against loss (including loss of profit), expenses and from liability sustained or incurred as a result of there being insufficient funds in the Customer’s nominated account to cover the gross amount to be deducted.

6.5 Alternatively, Datacom will produce an electronic file to the specification provided by most major New Zealand banks for the Customer to upload to their banking system.

6.6 If the Customer has appointed Datacom as its authorised PAYE Intermediary, the Customer will comply with Datacom’s standard PAYE Intermediary Services Terms attached as Annexure 1 to these Terms.  Datacom will debit the Customer’s nominated account and pay deductions into a Datacom-managed trust account. Datacom will also either send the file containing employees’ net pay to the Customer or, if Datacom is handling the Customer’s payroll banking, to the banking interchange system, and in that case Datacom will debit the Customer’s nominated account with the net pay amount. Datacom undertakes to pay all deductions that it receives, and to send required reporting, to Inland Revenue or to relevant third parties on or before the due date for payment.

6.7 Where automated filing (Payday Filing) is enabled, and following the Customer’s final approval of each pay run, Datacom will generate the electronic file(s) containing the Customer’s payroll reporting information and send it to Inland Revenue on behalf of the Customer. Datacom undertakes to send the Customer’s reporting information required by law to Inland Revenue on or before the relevant due date.

6.8 In the event that any deductions have not been timely received into Datacom’s trust account, or that such deductions are subsequently dishonoured, Datacom will not be liable to the Customer, Inland Revenue or any third party for any penalties, interest, bank fees or other similar costs incurred due to this delay.

6.9 Standard reports as described in the Documentation will be produced for the Customer on a scheduled basis and on completion of each pay run.

7. Security of Data

7.1 Datacom will provide appropriate backup services in accordance with Good Practice in respect of the data stored by the Customer with Datacom.

7.2 Datacom will use all reasonable safeguards to protect and maintain the confidentiality of any files and electronic data stored by it on behalf of the Customer. The Customer authorises Datacom to provide the Customer's data, including personal information, to approved third parties solely to the extent required to provide the Services and otherwise to meet its responsibilities under the Agreement or required by law.

7.3 The Customer will be responsible for use and protection of secure credentials for accessing the Software and any Datapay Integrations.

7.4 The Customer may not attempt to bypass any security mechanisms in place on Datacom's systems, or use any of Datacom's systems or services to attempt to bypass any security mechanisms in place on any remote system. This includes, but is not limited to, running any password cracking software, or attempting to access a system which the Customer or any of its personnel knows or ought reasonably to know is not authorised.

8. Retention of and Access to Customer Data

8.1 All Customer data stored using the Software is retained during and after the term of the Agreement in accordance with Datacom’s Data Retention and Protection Policy which is available on request.

8..2 During the term of the Service Schedule, the Customer may access its payroll records at any time. If the Customer requires Datacom’s assistance, consulting charges will apply.

8.3 The Customer acknowledges that it has statutory obligations to retain payroll records for a prescribed period. When the Service Schedule ends, subject to clause 10, the Customer may elect either:

(a) to retain its payroll records itself, in which case Datacom will provide access to the Customer's dataset to the Customer to enable the Customer to obtain its payroll records and related reports within a reasonable period following termination of this Service Schedule, following which Datacom will irrevocably purge the Customer's data from Datacom's production system; or

(b) for Datacom to provide ongoing storage services for, and self-service access to, the Customer's electronic payroll records, subject to the Customer agreeing in writing to Datacom's then applicable standard terms for such services, in each case by giving written notice to Datacom.

8.4 If the Customer does not notify Datacom under clause 8.3, then after a reasonable period following termination, Datacom will irrevocably purge the Customer’s data from Datacom’s production system.

8.5 The Customer acknowledges and agrees that Customer data will still be retained in back-up files on Datacom's systems or in offsite storage in accordance with Datacom’s Data Retention and Protection Policy.

9. Incorrect Payments

9.1 In the event of any overpayments or underpayments to the Customer’s employees:

(a) The Customer is responsible for recovering any overpayment from the employee; and

(b) The Customer is responsible for making any further payment to the employee if there has been an underpayment.

9.2 Datacom will supply any supporting information reasonably requested by the Customer to enable it to rectify any overpayments or underpayments.

10. Transition Support

Upon termination or in advance of any planned termination of the Services, Datacom will (without prejudice to clause 8.3) facilitate a smooth transition of the Services being terminated to the Customer or a replacement provider. Such services will be provided at Datacom’s then current consulting rates.

11. Definitions

11.1 Unless otherwise defined in these Terms, capitalised words have the meanings given to those terms in the Service Schedule or the General Terms.

11.2 In these Terms:

Authorised User means the personnel nominated by the Customer in writing from time to time as authorised to access and Use the Software and Services.

Business Day is as defined in the General Terms.

Customer Responsibilities means the activities which are the responsibility of the Customer as set out in Schedule 5 of the Service Schedule.

Documentation means the documents and manuals made available by Datacom to the Customer from time to time relating to and describing the Software and its use.

Good Practice is as defined in the General Terms.

Processing Timeline means the payroll processing activities and timelines described in Schedule 4 of the Service Schedule.

Service Levels means the payroll processing Service Levels set out in Schedule 2 of the Service Schedule.

Services means the managed payroll services described in the Service Schedule and these Terms.

Service Window means 8:30am to 5:00pm on Business Days.

Software means the Datapay® payroll software applications selected by the Customer, as described in the Service Schedule.

Third Party Services means software, infrastructure or services operated or provided by third parties and used to provide the Software or Services, including Microsoft Fabric and Azure Open AI.

Use means remote access to the Software by Authorised Users and the ability to review and/or input and process payroll data.