Shiftsta Terms of Service

These Terms of Service (the “Terms”) are a legal agreement between Itinoco Pty Ltd, the operator of the Shiftsta platform (“Shiftsta”, “we”, “us”, “our”), and the business that subscribes to or uses the platform (the “Client”, “you”, “your”). Shiftsta is a workforce-management platform for Australian registered clubs and hospitality businesses.

By creating an account, subscribing, or otherwise accessing or using the Shiftsta web application, our websites, and related services (together, the “Platform”), you agree to these Terms. If you are entering into these Terms on behalf of a business, you confirm you are authorised to bind that business. You represent that you acquire the Platform for business purposes and not for personal, domestic, or household use. If you do not agree, do not use the Platform.

Our Privacy Policy (at /privacy) describes how we handle personal information, and you acknowledge it. Where a Data Processing Agreement (DPA) is signed between us, that DPA is incorporated into and forms part of these Terms and governs our processing of personal information on your behalf.

“Active Seat” means any Worker or Authorised User record in your account that was enabled (not deleted or deactivated) at any time during a billing period, as measured by the Platform. “Authorised User” means an individual you permit to access the Platform under your account, holding a role of owner, administrator, manager, or employee. “Customer Data” means data you or your Authorised Users submit to, or generate through, the Platform, including worker, roster, availability, leave, and clock-in records. “Subscription” means your paid plan for access to the Platform, billed as described in section 7. “Worker” means an employee or staff member of the Client whose information is managed through the Platform.

Subject to these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Platform for the internal business purposes of your own organisation during your Subscription. Your Subscription is a licence to use the Platform as a service: it does not transfer any ownership of the Platform or its software to you, and nothing in these Terms transfers ownership of your Customer Data to us (see sections 6 and 10).

The licence covers the workforce of the subscribing entity and of its related bodies corporate whose venues are operated through your account. You must not operate the Platform as a service for unrelated third parties (for example, as a rostering bureau or outsourced service).

Shiftsta is a multi-tenant service: each Client’s account is logically separated from every other Client’s. We may update, improve, or change the Platform’s features over time. If a change materially reduces the core functionality of your plan, you may cancel your Subscription as described in section 18. Features identified as beta, preview, or early access are provided as is, may not work as intended, and may be modified or withdrawn at any time.

The Platform provides rostering, availability, leave, clock-in, reporting, onboarding, and cost-estimation features. It does not provide payroll processing, award interpretation, or determinations of lawful pay — see section 12.

You are responsible for your account and for all activity under it. You must keep credentials secure and ensure your Authorised Users comply with these Terms. Each Authorised User account is for one named individual: credentials must not be shared, and one account must not be used by more than one person. Access is role-based (owner, administrator, manager, employee); you are responsible for assigning roles appropriately and for promptly removing access when a person’s authorisation ends.

You must ensure that you have all necessary authority and consents to provide Worker information to the Platform, and that your Authorised Users are permitted to access the Customer Data they can see in their role. Before enabling clock-in for any Worker, you must give all notices and obtain all consents required by law, including collection notices required by the Privacy Act 1988 (Cth) (Australian Privacy Principle 5) and any notice required by applicable workplace-surveillance laws (including the Workplace Surveillance Act 2005 (NSW), where it applies to you). You must use clock-in location records only for attendance and rostering purposes and in compliance with those laws.

You must not, and must ensure your Authorised Users do not: use the Platform unlawfully or in breach of these Terms; upload malicious code or attempt to gain unauthorised access to the Platform or other Clients’ data; interfere with or disrupt the Platform’s integrity or performance; reverse engineer or decompile the Platform, except to the extent this restriction cannot be excluded by law; use automated means to access, extract, or harvest the Platform or any data available through it, or circumvent usage or rate limits; resell, sublicense, white-label, or provide the Platform to third parties; access or use the Platform to build a competing product or service, for competitive analysis or benchmarking, or permit a direct competitor to access it; or use the Platform to store or transmit content that infringes another person’s rights.

Fair use. Your Subscription licenses access for your Authorised Users only. You must not place excessive automated load on the Platform or use it in a way that degrades the service for other Clients. If we reasonably believe your use breaches this section, we will normally notify you and work with you to resolve it, and may throttle or restrict the affected functionality. We may suspend access immediately where reasonably necessary to protect the Platform, other Clients, or any person, as described in section 16, and may terminate for material breach as described there.

As between you and us, you own your Customer Data. You grant us the rights necessary to host, process, and display it to operate the Platform and provide the services.

For most Worker personal information, you are the entity that decides how it is used (the controller) and Shiftsta acts as your service provider (processor). Our handling of personal information is described in our Privacy Policy (at /privacy). Where a DPA is signed between us, it governs our processing of personal information on your behalf, and prevails over these Terms to the extent of any inconsistency on data-processing matters.

You are responsible for meeting your own privacy obligations to your Workers, including providing any notices and obtaining any consents required by the Privacy Act 1988 (Cth) and the Australian Privacy Principles (see also section 4).

Retention and deletion. While your Subscription is active, we retain Customer Data so that you can meet your record-keeping obligations, including your obligation under the Fair Work Act 2009 (Cth) to keep employee records for 7 years. After termination of your Subscription, your Customer Data remains available for export in a machine-readable format for 60 days; you are responsible for exporting the records you are required by law to keep, and for maintaining your own copies of records you need. The Platform is not your system of record for statutory employment records. After the 60-day export window, we will delete or de-identify your Customer Data, except where we are required by Australian law to retain it, and excepting residual copies in backups, which are deleted in the ordinary course of our backup cycle.

Aggregated and de-identified data. You grant us a perpetual right to create and use data derived from Customer Data that has been aggregated and de-identified so that it does not identify you, any venue, or any individual, including for analytics, benchmarking, and developing, improving, and training the Platform and our services. This right survives termination.

Access to the Platform is provided on a paid Subscription. Fees are charged per Active Seat and by plan, as set out in your plan at sign-up or as otherwise agreed in writing. Fees are in Australian dollars and are exclusive of GST and other applicable taxes, which are payable by you in addition. The Platform’s records of Active Seat counts are conclusive absent manifest error. You must not manipulate seat status (for example, by deactivating and reactivating Worker records around a billing or measurement date) to avoid fees; we may back-bill for seats found to have been used in a billing period.

Billing is handled through our third-party payment processor. You manage your Subscription and payment details through that processor’s secure billing portal, which you reach from the Platform. Each subscription payment covers one month of access to the Platform, billed in advance. Fees are non-refundable except as set out in these Terms or as required by law.

Failed payments. If a payment fails, we allow a grace period of 14 days for you to resolve it; your access continues during the grace period and that period remains payable. If the failure remains unresolved after the grace period, we may suspend your access until payment is made (see section 16). You are not charged for any period during which your access was suspended for non-payment: service and billing resume from the date payment is made, and we do not charge retrospectively for the suspended period. If fees remain unpaid 30 days after suspension, we may terminate your Subscription under section 16. Repeated payment failures (three or more in any 12-month period) are a material breach that permits termination on notice.

Billing disputes and chargebacks. If you believe a charge is incorrect, contact us first — most billing issues can be resolved without a formal dispute — and raise the issue in good faith within 30 days of the charge. If you initiate a chargeback or payment dispute for fees, we may suspend your access while the dispute is investigated and resolved. If the dispute is withdrawn or resolved in our favour and all outstanding amounts (including the payment processor’s dispute fee actually incurred by us) are paid, we will promptly restore access. If the dispute is resolved against payment being made and the fees remain unpaid after notice, we may terminate under section 16.

Discounts. Where we agree a discounted per-seat rate with you in writing before or at sign-up, that rate is binding on both parties for the agreed period. At the end of the agreed period, your Subscription continues at our then-current standard rate for your plan. We will give you at least 30 days’ written notice before a discount period ends, stating the rate that will then apply; you may cancel your Subscription before the new rate takes effect.

No free trials. We do not offer free trials. Evaluation is available through demo environments we may provision (see section 8); demo, billing-exempt, and internal system accounts are not billed. We may change our fees or plans on at least 30 days’ notice; changes take effect from your next billing period after the notice period, and you may cancel before they take effect.

We may provision demo environments for evaluation at our discretion, and may refuse, limit, or revoke demo access at any time. Demo environments are provided “as is”, free of charge, and for evaluation only — they must not be used to run your business, and you must not load real personal information or production data into them.

Demo environments may differ from the production Platform: features shown in a demo may be incomplete, modified, or unavailable in production, and demo performance and availability do not represent, and are not a commitment about, the service levels of the paid Platform. Demo environments and all data in them may be reset, suspended, or permanently deleted at any time without notice and cannot be recovered. Demo accounts do not convert into production accounts, and no demo data is transferred to a production account: access to the paid Platform is established only through our onboarding process. Section 13 (Australian Consumer Law) applies to this section.

The Platform offers optional integrations with third-party services (for example, Xero for payroll). Integrations are engaged only when you choose to connect them. Your use of a third-party service is governed by that provider’s own terms, and we are not responsible for third-party services. Where you connect a payroll integration, data is shared only as needed to provide the integration, and in the direction described in the Platform (for the Xero integration, one-directional — we export draft data to your payroll account and do not import approved pay runs). See section 12 for your obligation to verify exported data.

We (and our licensors) own all intellectual property rights in the Platform, including its software, design, and documentation. These Terms grant you a right to use the Platform, not any ownership of it. You retain all rights in your Customer Data.

If you give us feedback, suggestions, or ideas about the Platform, they are not confidential information (notwithstanding section 17), and you grant us a perpetual, irrevocable, royalty-free licence to use, modify, and commercialise them for any purpose without obligation to you. You waive any claim arising from our independent development of features similar to feedback you provide.

We use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, excluding scheduled and emergency maintenance and events beyond our reasonable control. We do not guarantee uninterrupted or error-free operation. Any specific service levels apply only if separately agreed in writing.

We provide support by email to the address in section 21 on a commercially reasonable efforts basis.

Events beyond our control. Neither party is liable for a failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control, including failures of third-party hosting, network, or infrastructure providers, provided the affected party uses reasonable efforts to mitigate the impact.

Shiftsta provides rostering and workforce-management tools and cost estimates only. Cost figures in the Platform are estimates, not actual pay: they are indicative planning aids and must not be relied on as a calculation of wages, entitlements, or amounts payable to any Worker.

Shiftsta is not a payroll system and is not an authority on modern awards, enterprise agreements, or lawful pay. Determining correct pay, tax, superannuation, and leave accrual is the responsibility of you and your payroll system (for example, Xero). Where you use a payroll integration, the Platform transfers worked-hours data as draft records only: it does not approve timesheets, run pay, or determine amounts payable. You are responsible for reviewing and verifying all transferred hours and figures in your payroll system before approving timesheets or confirming payslips, and we are not liable for pay outcomes resulting from figures you approved in your payroll system without verification, except to the extent the error was caused by our breach of these Terms and subject to sections 13 and 14.

Clock-in records. Clock-in time and location are reported by the user’s device and browser and can be inaccurate or falsified. Clock-in records are an operational aid, not a guaranteed verification of attendance; you are responsible for verifying attendance and reviewing flagged anomalies. We do not verify the identity or existence of Workers or the accuracy of Customer Data; you are solely responsible for the accuracy of records you export to payroll.

Except as set out in these Terms and to the extent permitted by law, the Platform is provided “as is” and we exclude all implied warranties. This section is subject to section 13.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other law, where doing so would be unlawful.

Where the Platform is supplied to you as services that are not of a kind ordinarily acquired for personal, domestic, or household use or consumption, our liability for a failure to comply with a consumer guarantee is limited (at our option), to the extent permitted by section 64A of the Australian Consumer Law, to supplying the services again or paying the cost of having the services supplied again.

Subject to section 13, and to the maximum extent permitted by law: neither party is liable to the other for indirect, incidental, special, or consequential loss, or for loss of profits, revenue, data, or goodwill; and each party’s total aggregate liability to the other arising out of or in connection with these Terms and the Platform is limited to the total fees paid or payable by you to us in the 12 months preceding the event giving rise to the liability or A$500, whichever is greater.

The limits in this section do not apply to: your obligation to pay fees; a party’s liability under the indemnities in section 15; your liability for breach of section 5 (acceptable and fair use) or section 17 (confidentiality); a party’s liability arising from its fraud or wilful misconduct; or liability that cannot be limited by law (including under section 13).

You indemnify us against liabilities, costs, and expenses (including legal costs on a full indemnity basis) we reasonably incur arising from: your breach of these Terms; your misuse of the Platform; your Customer Data infringing the rights of a third party or breaching a law; or any claim against us by your Workers or Authorised Users arising from your employment, rostering, pay, surveillance, or data-handling decisions — except, in each case, to the extent the liability was caused by our own breach or negligence.

We indemnify you against third-party claims that your authorised use of the Platform, as provided by us, infringes that third party’s intellectual property rights — except to the extent the claim arises from your Customer Data, your breach of these Terms, your combination of the Platform with systems or data not provided by us, or your continued use after we notify you to stop. If such a claim arises, we may at our option procure the right for you to keep using the Platform, modify or replace the affected part, or terminate your Subscription and refund prepaid fees for the unused period; this indemnity states our entire liability, and your exclusive remedy, for third-party intellectual-property claims.

The indemnified party must promptly notify the indemnifying party of a claim, allow it to conduct the defence and settlement of the claim, and not make admissions about the claim without consent. Any indemnity under this section is reduced to the extent the indemnified party’s own act or omission contributed to the relevant liability.

Cancellation and convenience. You may cancel your Subscription at any time through the billing portal; cancellation takes effect at the end of your current billing period. Either party may also terminate these Terms for convenience on at least 30 days’ written notice, effective at the end of a billing period; if we terminate for convenience, we will refund any prepaid fees for the unused period on a pro-rata basis.

Suspension. We may suspend your access: (a) if fees remain unpaid after the 14-day grace period in section 7, until payment is made; (b) during investigation of a payment dispute as described in section 7; (c) immediately and without prior notice where reasonably necessary to protect the Platform, other Clients, or any person — including suspected compromise of your account or credentials, unlawful use, a security threat, or serious or repeated abuse of section 5 — in which case we will notify you as soon as practicable; (d) where we are required to by law; or (e) during a bona fide dispute over control of your account or business, in which case we may also rely on instructions from the currently registered owner role and are not liable for acting on them. We will keep any suspension proportionate and lift it when the reason for it is resolved.

Termination for breach. Either party may terminate these Terms if the other materially breaches them and does not remedy the breach within 14 days after written notice. We may terminate immediately, on notice, for breaches that cannot be remedied, including: attempts to gain unauthorised access to the Platform or other Clients’ data; automated extraction or scraping in breach of section 5; use of the Platform to build a competing product or accessing it under false pretences; unlawful use; fees remaining unpaid 30 days after suspension under section 7; or repeated payment failures as described in section 7. To the extent permitted by law, we may also terminate if you become insolvent, enter administration or liquidation, or cease to carry on business.

Effect of termination. On termination, your right to use the Platform ends. Your Customer Data remains available for export for 60 days as described in section 6, after which we will delete or de-identify it. We will handle personal information in accordance with our Privacy Policy, any signed DPA, and our retention obligations.

Each party may receive confidential information of the other. Each party must keep the other’s confidential information confidential, use it only to perform these Terms, and protect it with reasonable care. This does not apply to information that is public through no fault of the recipient, independently developed, or required to be disclosed by law, or to feedback (see section 10).

We may update these Terms from time to time. We will post the updated version at shiftsta.com/terms and update the “Last updated” date below. For changes that materially and adversely affect your rights, we will give at least 30 days’ notice through the Platform or by email before they take effect. Your continued use of the Platform, or maintenance of an active Subscription, after a change takes effect means you accept it. If you do not accept a material change (including a change that materially reduces the core functionality of your plan, or a fee change), you may cancel your Subscription without penalty before the change takes effect.

These Terms are governed by the laws of New South Wales, Australia. You and we submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.

Before starting court proceedings about a dispute under these Terms (other than proceedings seeking urgent injunctive relief or recovery of undisputed debts), the parties must first attempt to resolve the dispute by good-faith negotiation between senior representatives for up to 30 days, and then, if unresolved, by mediation administered in New South Wales.

Assignment: you may not assign these Terms without our consent; we may assign them in connection with a restructure or sale of our business on equivalent terms. You must notify us of a change of control of your business or a sale of the venues operated through your account. Entire agreement: these Terms, together with any signed DPA and any written plan or discount agreement under section 7, are the entire agreement between us and supersede prior discussions. Severability: if a provision is unenforceable, it is severed and the rest continues in effect. Waiver: a failure to enforce a right is not a waiver of it.

Notices: we may give you notices through the Platform or by email to your account’s owner email address; an emailed notice is taken to be received 24 hours after it is sent. You must keep your account contact details current. Notices to us must be sent to the address in section 21. Publicity: we may identify you by name and logo as a Shiftsta customer in our marketing unless you ask us in writing not to. Survival: sections 6, 10, 12–15, 17, 19, and 20, and any accrued rights and obligations, survive termination or expiry of these Terms.

Questions about these Terms can be sent to Itinoco Pty Ltd (operator of Shiftsta) at support@shiftsta.com.