Developer Portal
 Developer Portal

INTAXIO CUSTOMER API AGREEMENT

Last Updated: 1 December 2025
Effective Date: 1 December 2025

This Intaxio Customer API Agreement (Agreement) is a legal contract between Intaxio Payroll Pty Ltd (ACN 690 428 525) of Unit 11, 189 Flemington Road, Mitchell ACT 2911, Australia (Intaxio, we, us or our) and the person or entity accepting these terms (Customer or you).

By registering for an Intaxio account, obtaining API credentials, or accessing or using any Intaxio API, SDK, sandbox, Product Data Sheet, developer portal or related documentation (together, the Intaxio APIs), you agree to be bound by this Agreement.

If you are accepting on behalf of a company or other entity, you represent that you have authority to bind that entity.

1. ORDER OF PRECEDENCE AND RELATED DOCUMENTS

1.1 Order Forms and MSAs. Where Customer has executed an order form or short-form master services agreement (MSA) with Intaxio, that document (and any schedules) will specify the commercial terms (fees, term, SKUs, environment, support tier, any negotiated liability caps) and will state the order of precedence between:

  • the order form (or SOW),
  • the MSA,
  • this Agreement, and
  • the Intaxio Policies (defined below).

1.2 Online sign-ups. Where Customer signs up online without a bespoke MSA, the following order of precedence applies in the event of conflict:

  1. Order Form / online plan description for the relevant subscription;
  2. this Agreement;
  3. the Intaxio Policies, being the: each as published or referenced on the Intaxio website or Developer Portal and updated in accordance with clause 18.

1.3 Partner programmes. If Customer accesses the Intaxio APIs via a partner or reseller agreement, this Agreement applies to Customer’s use of the Intaxio APIs, in addition to any commercial terms agreed with the partner.

2. DEFINITIONS

In this Agreement:

  • API Data means the data, outputs, configuration rules, and calculations returned by the Intaxio APIs, including award/enterprise agreement configuration data, PAYGW calculations, and STP status responses.
  • Applicable Law means all laws, regulations, industrial instruments and regulatory requirements that apply to the parties and the processing of personal data, including Fair Work legislation and determinations, the Corporations Act, taxation law, and the Privacy Act 1988 (Cth).
  • Customer Application means any software, platform, integration or service developed, operated or distributed by or on behalf of Customer that calls or consumes the Intaxio APIs.
  • Customer Data means data provided or made available by Customer or on its behalf (including via Customer Applications) for processing through the Intaxio APIs.
  • Environment means the relevant test / non-production environment and production environment described in the applicable Order Form or Product Data Sheet.
  • Intaxio Materials means the Intaxio APIs, SDKs, documentation, sample code, API Data (excluding any Customer Data therein), Product Data Sheets, security materials and any other materials supplied by or on behalf of Intaxio.
  • Modern Awards APIs means the API bundles and data packs relating to Australian Modern Awards as described in the relevant Product Data Sheets.
  • Enterprise Agreement APIs means the API bundles and data packs relating to Australian enterprise agreements as described in the relevant Product Data Sheets.
  • PAYGW & STP APIs means the API bundle providing PAYG Withholding calculations, Single Touch Payroll (STP) Phase 2 submissions and ATO gateway services as set out in the relevant Product Data Sheet.
  • Developer Portal means Intaxio’s web-based developer portal providing API credential, webhook and subscription management, as further described in the Product Data Sheet.

Capitalised terms used but not defined here have the meaning given in the Intaxio Policies.

3. NATURE OF SERVICES AND REGULATORY CONTEXT

3.1 Scope of Services. Intaxio provides headless APIs which are designed to be integrated into third-party payroll, workforce management, HR and related systems to automate:

  • configuration of Modern Awards and Enterprise Agreements (classification structures, minimum rates, allowances, penalties, overtime rules, hours and shift rules);
  • calculation of PAYGW withholding for pay events and related scenarios;
  • preparation and gateway lodgement of STP submissions and related messages to the ATO, and return of status responses;
  • configuration and data flows required for superannuation reporting and remittance; and
  • developer-facing configuration, credentials, logging and webhook management through the Developer Portal.

3.2 Regulatory Inputs. The Intaxio APIs depend on and are aligned to:

  • determinations, awards and other instruments published by the Fair Work Commission, including Modern Awards and enterprise agreements; and
  • schemas, codes, schedules and guidance published by the Australian Taxation Office (including PAYGW and STP specifications).

3.3 Customer Responsibility for Compliance. The Intaxio APIs support, but do not replace, Customer’s own legal, payroll, HR and tax advice. Customer:

  • remains solely responsible for its own compliance with Applicable Law and any obligations to employees, regulators, and end-customers; and
  • must validate API Data against its own testing, controls and professional advice before relying on it in production.

4. ACCESS AND LICENCE

4.1 Licence. Subject to this Agreement and timely payment of applicable fees, Intaxio grants Customer a limited, revocable, non-exclusive, non-transferable licence for the term of the subscription to:

  • call the Intaxio APIs from Customer Applications within the Environment and usage limits set out in the relevant Order Form or Product Data Sheet; and
  • internally use API Data generated for Customer’s own business purposes (or, where permitted by the Order Form, for onward use by Customer’s end-customers as part of Customer Applications).

4.2 Intaxio Ownership. Intaxio and its licensors own all rights, title and interest in and to the Intaxio Materials, including all intellectual property rights and all updates or improvements.

4.3 Reservation of Rights. Except for the limited licence expressly granted in this clause 4, no other rights are granted, and all other rights are reserved by Intaxio.

5. USE RESTRICTIONS

Customer must not (and must ensure its users and end-customers do not):

  • reverse engineer, decompile, or attempt to derive the source code or underlying models from any Intaxio API (except to the extent permitted by non-excludable law);
  • circumvent, or attempt to circumvent, any authentication, rate-limiting or usage controls;
  • use test or non-production data packs (including Modern Award and Enterprise Agreement “Test and Enablement Data Packs”) in production or for reliance in real payroll calculations;
  • use the Intaxio APIs to build a competing payroll award, EBA or PAYGW rules engine service or dataset; or
  • use the Intaxio APIs in any manner that violates Applicable Law, infringes third party rights, or is reasonably likely to damage Intaxio’s systems or reputation.

6. SECURITY, CREDENTIALS AND ACCEPTABLE USE

6.1 Security Overview. Intaxio will implement security controls described in its Security Overview and Product Data Sheets, including at least:

  • encryption in transit (TLS) and at rest (AES-256),
  • AWS-hosted multi-tenant environment with tenant-level segregation, firewalling and intrusion detection, and
  • audit logging of API calls and privileged access.

6.2 Credentials. Customer is responsible for keeping its API keys, client secrets and other authentication credentials confidential and for all use of the Intaxio APIs through those credentials.

6.3 Suspension for Risk. Intaxio may immediately suspend access to any Intaxio API where:

  • Customer’s use poses a security, operational, legal or regulatory risk;
  • Intaxio reasonably suspects misuse, credential compromise or breach of this Agreement; or
  • required by an ATO, Fair Work, privacy or other regulator.

Intaxio will restore access promptly once the underlying issue is resolved.

7. DATA PROTECTION AND PRIVACY

7.1 Roles. For personal data processed via the Intaxio APIs:

  • Customer is usually the controller and Intaxio acts as processor in respect of employee and employer data processed for payroll purposes; and
  • Intaxio is an independent controller in respect of personal data processed for its own business administration, regulatory compliance and logging.

7.2 DPA. The parties’ respective data protection obligations (including details of processing, security controls, data subject rights, breach notification and audit rights) are set out in the Intaxio DPA / Data Processing Schedule, which is incorporated by reference.

7.3 Privacy Laws. Each party will comply with all applicable privacy and data protection laws (including the Privacy Act 1988 (Cth) and any notifiable data breach obligations).

7.4 Customer Responsibilities. Customer is responsible for:

  • ensuring it has a valid legal basis (and, where required, consents and notices) for processing personal data using the Intaxio APIs; and
  • not sending special category or highly sensitive data, except where explicitly described in the Product Data Sheets as supported for that API.

8. SERVICE LEVELS, ENVIRONMENTS AND CHANGES

8.1 Service Levels. Intaxio will provide support and service availability in accordance with its SLA (for example, 99.5% target uptime, defined support hours and P1–P4 response targets) as described in the SLA and relevant Product Data Sheets.

8.2 ATO, FWC and Third-Party Dependencies. SLA commitments exclude unavailability or degradation caused by:

  • ATO systems or gateway connectivity;
  • Fair Work Commission publication delays; and
  • requirements imposed by ATO or FWC (for example, schema changes) outside Intaxio’s control.

8.3 Test vs Production. Non-production environments and test/enablement data packs are provided for integration and testing only and are not warranted for accuracy or completeness. Production use is limited to production SKUs as described in the Product Data Sheets.

8.4 Service Changes and Deprecation. Intaxio may improve, modify or update the Intaxio APIs and may deprecate or remove endpoints or features, provided that any change that materially degrades core functionality of a live production API will be managed via reasonable notice and, where practicable, a migration period, in accordance with the SLA and Product Data Sheets.

9. WARRANTIES

9.1 Mutual Warranties. Each party warrants that it is duly organised and validly existing under the laws of its jurisdiction and that it has the authority to enter into and perform this Agreement.

9.2 Service-Specific Warranties. Intaxio warrants, on an ongoing basis, that in relation to the licensed production APIs:

  • Award data. All award minimum rates of pay, allowances and penalty data exposed via the Modern Awards and Enterprise Agreement APIs will be consistent with the source data published by the Fair Work Commission, consistent with their documentation and guidance material, and updated in accordance with the applicable SLA and Product Data Sheets.
  • Payroll, tax and super calculations. All payroll, PAYGW and superannuation calculations performed by the PAYGW & STP APIs will be consistent with the relevant schemas and source data published by the Australian Taxation Office, consistent with ATO documentation and guidance material, and updated in accordance with the applicable SLA and Product Data Sheets.

9.3 Exclusions and Limitations on Warranties. The warranties in clause 9.2:

  • apply only to production SKUs as identified in the relevant Product Data Sheets (and not to test or enablement data packs);
  • do not apply where Customer fails to implement or maintain the integration strictly in accordance with the API specifications; and
  • do not cover errors or omissions resulting from:
    • retrospective changes in Applicable Law (including FWC or ATO backdated determinations),
    • ATO or FWC outages, or
    • Customer’s failure to supply accurate and complete Customer Data or to maintain required registrations (for example, ATO SSID or software registration).

9.4 General Disclaimer. Except for the express warranties in clauses 9.1 and 9.2, and to the maximum extent permitted by law, the Intaxio APIs and Intaxio Materials are provided “as is” and “as available”, and Intaxio disclaims all other warranties (express or implied), including fitness for a particular purpose, accuracy beyond the commitments above, non-infringement and uninterrupted or error-free operation.

10. INDEMNITIES

10.1 IP Indemnity by Intaxio. Intaxio will defend Customer against third-party claims that Customer’s authorised use of the Intaxio APIs in accordance with this Agreement infringes that third party’s intellectual property rights, and will indemnify Customer against any damages finally awarded by a court or agreed in settlement, subject to standard conditions (prompt notice, sole control of defence, cooperation).

10.2 Indemnity by Customer. Customer will indemnify Intaxio against third-party claims arising from:

  • Customer’s or its end-customers’ misuse of the Intaxio APIs or breach of this Agreement;
  • any Customer Application (other than to the extent caused by Intaxio’s breach of this Agreement); or
  • Customer’s failure to comply with Applicable Law in relation to employees, tax, superannuation, employment conditions or privacy.

10.3 Mitigation Measures. If Intaxio reasonably believes the Intaxio APIs may infringe third-party rights, Intaxio may, at its option:

  • modify or replace the affected component so it is non-infringing while materially preserving functionality, or
  • terminate the affected licence and refund any prepaid, unused fees relating to the terminated portion.

11. FEES AND TAXES

Unless otherwise agreed in an Order Form:

  • Customer must pay all subscription and usage-based fees specified at sign-up or in the Developer Portal;
  • fees are exclusive of GST, which will be added as applicable;
  • undisputed amounts are payable within 30 days of invoice; and
  • Intaxio may charge interest on overdue undisputed sums at a reasonable commercial rate.

12. LIMITATION OF LIABILITY

12.1 Cap. Subject to clause 12.3, each party’s aggregate liability arising out of or in connection with this Agreement in any 12-month period is limited to the greater of:

  • the fees paid or payable by Customer to Intaxio for the relevant Intaxio APIs in that period.

12.2 Excluded Loss. To the extent permitted by law, neither party is liable for:

  • loss of profit, revenue, goodwill or anticipated savings, or
  • indirect, consequential or purely economic loss,

even if advised of the possibility of such loss.

12.3 Exceptions. The cap and exclusions in clauses 12.1 and 12.2 do not apply to:

  • Customer’s payment obligations;
  • either party’s indemnity obligations;
  • infringement of intellectual property rights;
  • breach of confidentiality; or
  • liability that cannot be limited under Applicable Law.

13. CONFIDENTIALITY

Each party must treat the other party’s non-public information (including API credentials, security documentation and non-public Product Data Sheets) as confidential and protect it using at least reasonable industry standard safeguards. Exceptions apply for information that is public, independently developed or lawfully received from a third party without restriction. Disclosures required by law are permitted provided the disclosing party is given reasonable notice (where lawful) and an opportunity to seek confidential treatment.

14. TERM AND TERMINATION

14.1 Term. This Agreement starts when Customer first accepts it and continues until all subscriptions governed by it have expired or been terminated.

14.2 Termination for Convenience. For month-to-month or online subscriptions, either party may terminate on 30 days’ written notice, effective at the end of the then-current billing period, unless otherwise stated in the Order Form.

14.3 Termination for Cause. Either party may terminate this Agreement or any affected subscription immediately on written notice if the other party:

  • commits a material breach that is not remedied within 30 days of written notice; or
  • becomes insolvent or subject to external administration.

14.4 Effect of Termination. On termination of this Agreement or a subscription:

  • all licences granted under it in respect of the terminated services cease;
  • Customer must cease calling the Intaxio APIs and delete any API Data that is not required to be retained by law; and
  • Intaxio will handle any remaining personal data in accordance with the DPA (including returning or securely deleting Customer personal data within the applicable timeframe).

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law. This Agreement, and any dispute or claim arising out of or in connection with it, is governed by the laws of the Australian Capital Territory, Australia, without giving effect to conflict of law principles.

15.2 Disputes. The parties will use reasonable efforts to resolve disputes through good-faith discussions between senior representatives before resorting to litigation.

15.3 Jurisdiction. Each party submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory and any courts that may hear appeals from them.

16. GENERAL

  • Assignment. Customer may not assign or transfer this Agreement without Intaxio’s prior written consent (not to be unreasonably withheld). Intaxio may assign this Agreement in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets.
  • Subcontracting. Intaxio may use subcontractors (including cloud and infrastructure providers) to perform its obligations, provided Intaxio remains responsible for their acts and omissions.
  • Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, government action, failure of telecommunications or hosting providers, or pandemics.
  • No partnership. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties.
  • Waiver. A waiver of any right under this Agreement is only effective if in writing and applies only to the specific instance and purpose for which it is given.
  • Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect.
  • Entire Agreement. This Agreement, together with the Intaxio Policies and any applicable Order Forms or MSAs, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.
  • Notices. Notices must be in writing and delivered by hand, courier, registered post or email to the contact details specified in the relevant Order Form or Customer account. Notices are deemed received when delivered (if by hand or courier), three business days after posting (if by post), or when sent (if by email, unless an error message is received).

By accessing or using the Intaxio APIs, you acknowledge that you have read, understood and agree to be bound by this Agreement.