1.1 These terms apply to every service HSE On Demand provides. They form the agreement together with the client's signed Service Order, which sets out the package, fees, start date and any add-ons. If the Service Order and these terms conflict, the Service Order wins.
1.2 The client accepts these terms by signing the Service Order, paying an invoice, or using the services.
1.3 In these terms:
2.1 The services are those listed in your Service Order. A full package usually includes:
2.2 Setup. Before the annual service starts we carry out an IMS health check and set up your Portal. Setup is quoted separately once the health check is done.
2.3 Not included unless the Service Order says otherwise:
2.4 We provide the services with due care and skill, using people with suitable experience. Documents we prepare are based on the information you give us and the requirements known at the time.
3.1 You stay responsible for health and safety. You remain the person conducting a business or undertaking (PCBU) under the Work Health and Safety Act 2020 (WA) and any other law that applies to you. Using HSE On Demand does not transfer your legal duties to us. We support you to meet them.
3.2 You agree to:
3.3 We are not responsible for a problem that comes from information you did not give us, gave us late or gave us incorrectly, or from not following a document or reminder.
4.1 Setup fee – a one-off fee quoted after the IMS health check, invoiced [50% on acceptance and 50% when your Portal is set up].
4.2 Annual fee – the yearly fee in your Service Order (packages range from $2,000 to $5,000 a year depending on business size and standards). It is invoiced [annually in advance / monthly in advance by direct debit].
4.3 Add-ons – Roma and any other add-ons are charged at the price in your Service Order.
4.4 Extra work – work outside the package (section 2.3) is quoted before we start, or charged at [$ per hour] if you ask us to proceed without a quote.
4.5 Invoices are payable within [14] days. If an invoice is more than [30] days overdue we may pause the services, including reminders and Portal access, after giving you 7 days' written notice.
4.6 GST. Prices do not include GST. We are not currently registered for GST. If we become registered, GST will be added to fees from that date and shown on tax invoices.
4.7 We may change fees from the start of a new term by giving you at least 30 days' notice before renewal.
5.1 The services start on the date in your Service Order and run for 12 months. They renew for another 12 months unless either of us gives at least 30 days' written notice before the renewal date.
5.2 Cancelling during a term. You may cancel on 30 days' written notice. The setup fee is not refundable. [Annual fees already paid are refunded pro rata for full months remaining, less any work already delivered for that year / are not refunded.]
5.3 Either of us may end the agreement immediately by written notice if the other seriously breaches these terms and does not fix the breach within 14 days of being asked, or becomes insolvent.
5.4 Your documents when you leave. Within 14 days of the agreement ending, and on request, we will give you a copy of your Client Material and Deliverables in common file formats (Word, Excel, PDF) together with a register export. We then delete your data from the Portal within [60] days, unless the law requires us to keep it. You keep your full system.
5.5 Sections 3, 6, 7, 10 and 11 continue after the agreement ends.
6.1 Your material. You own your Client Material (your existing documents, records and data) and the records your business creates in the Portal.
6.2 Deliverables made for you. Once the fees for them are paid, you own the documents we prepare specifically for your business, such as your SWMS, procedures and registers filled with your details.
6.3 Our material. We keep ownership of our templates, checklists, guided review and weekly check workflows, the Portal software and our know-how (Our Material). Where Our Material is part of a Deliverable, we give you a permanent, non-exclusive, royalty-free licence to use, copy and change it for your own business, including after the agreement ends. You may not resell Our Material or offer it to others as a service.
6.4 You give us a licence to use your Client Material only as needed to provide the services.
7.1 We keep your Client Material and anything you tell us about your business confidential. We only share it with people who need it to deliver the services (for example a subcontracted auditor or our software and hosting providers), and they must keep it confidential too.
7.2 We may disclose information if the law requires it, including to a WHS regulator under a lawful notice. Where allowed, we will tell you first.
7.3 We handle personal information (such as staff names, emails and training records in your registers) under our Privacy Policy and the Privacy Act 1988 (Cth), to the extent it applies to us.
7.4 Where your data is kept. The Portal and reminder emails use third-party cloud services, which may store data outside Australia. [List providers and regions in the Privacy Policy.] We take reasonable steps to protect your data, including access controls and only giving access to people you approve.
7.5 You must tell us promptly when someone should lose access to your Portal, for example when an employee leaves.
7.6 We will tell you without delay if we become aware of unauthorised access to your data.
8.1 Roma is an artificial intelligence assistant, not a person. She is powered by a third-party AI model (currently Anthropic's Claude) and is always labelled as AI in the Portal.
8.2 Roma helps your people find records in your register, explain what a document is for, and work through guided checks. She uses the information in your Portal to answer.
8.3 Check before relying. Roma can be wrong or incomplete. Her answers are not legal, engineering or professional advice. You must check any answer against the source record before relying on it, especially in an audit, an incident or a decision about safety.
8.4 What your users type into Roma, and the register details she needs to answer, are sent to the AI provider to produce the reply. [Confirm the provider's terms: no training on customer data, retention period and data location.] Do not enter health information or other sensitive personal information into Roma.
8.5 We may change the AI model or provider behind Roma. We may suspend Roma if it is misused or the provider's service is unavailable. A Roma outage does not affect the rest of the services.
8.6 Roma is charged per site or per user as set out in your Service Order and can be cancelled on 30 days' notice.
9.1 Our internal audits and gap assessments check your system against the standard and tell you what we find. They are not certification audits.
9.2 Certification is decided only by an independent certification body. We do not guarantee that you will gain or keep certification, pass a client prequalification, or pass a regulator inspection.
9.3 We do not audit a system we have written or manage for you and then present that audit as independent. If you need an independent internal audit, we will tell you and can arrange one.
9.4 Audit findings are based on the records and people made available at the time. We are not responsible for issues that were not disclosed to us or could not reasonably have been found by sampling.
10.1 Australian Consumer Law. Nothing in these terms excludes rights you have under the Australian Consumer Law that cannot be excluded. Where the law allows, our liability for failing to meet a consumer guarantee is limited to supplying the services again or paying the cost of having them supplied again.
10.2 Cap. To the extent the law allows, our total liability to you under or in connection with this agreement in any 12-month period is limited to the fees you paid us in that period [or the amount recoverable under our professional indemnity insurance, whichever is greater].
10.3 Indirect loss. To the extent the law allows, neither of us is liable for loss of profit, revenue, contracts or data, or for indirect or consequential loss.
10.4 Your safety duties stay with you. Our liability is reduced to the extent a loss is caused or contributed to by you, your workers or contractors, including failing to implement our advice, failing to give us accurate information, or failing to meet your duties as a PCBU.
10.5 Nothing limits liability for fraud, wilful misconduct, or death or personal injury caused by our negligence.
10.6 Insurance. We hold professional indemnity insurance of [$ amount] and public liability insurance of [$ amount], and will give you certificates of currency on request.
11.1 Disputes. If a dispute arises, either of us can give written notice of it, and senior people from each side will meet within 14 days to try to resolve it. If it is not resolved within 30 days, either of us may refer it to mediation in Perth [through the Resolution Institute] before starting court proceedings, except for urgent relief.
11.2 Notices must be in writing and may be sent by email: to us at hello@hseondemand.com.au, and to you at the contact email in your Service Order.
11.3 Changes to these terms. We may update these terms by giving you 30 days' written notice. If a change disadvantages you, you may end the agreement before it takes effect and receive a pro-rata refund of prepaid annual fees.
11.4 Subcontractors. We may use qualified subcontractors (for example an independent lead auditor) and remain responsible for their work.
11.5 Assignment. Neither of us may transfer this agreement without the other's consent, which must not be unreasonably withheld. We may transfer it to a company that takes over the HSE On Demand business, after giving you notice.
11.6 Force majeure. Neither of us is liable for delay caused by events outside our reasonable control.
11.7 Governing law. These terms are governed by the laws of Western Australia, and both of us submit to the courts of Western Australia.
11.8 Entire agreement. The Service Order and these terms are the whole agreement for the services. If they conflict, the Service Order applies.