1. These terms and who they are between
These Terms of Service (“Terms”) govern access to and use of the Neuva platform (the “Service”), provided by [PLACEHOLDER — confirm with lawyer: legal entity name] (ABN [PLACEHOLDER — confirm with lawyer: ABN]) of [PLACEHOLDER — confirm with lawyer: registered address] (“Neuva”, “we”, “us”). They form an agreement between Neuva and the organisation that subscribes to or uses the Service (the “Customer”, “you”).
By accessing or using the Service, you agree to these Terms. If you are entering into them on behalf of an organisation, you confirm you are authorised to bind that organisation.[PLACEHOLDER — confirm with lawyer: confirm whether acceptance is click-through, signed order form, or both, and how these Terms relate to any separate subscription/order agreement]
2. The Service
Neuva is a multi-tenant SaaS platform for coordinating a labour-hire or field workforce. It includes an administrator application (for office staff) and a worker portal (an installable mobile app for workers), and supports compliance and document tracking, worker-readiness scoring, mobilisation and scheduling, timesheets, invoicing and related features.
The Service is offered on an early-access basis. We may add, change or remove features, and we will aim to avoid disruption to live customers. [PLACEHOLDER — confirm with lawyer: confirm any service-level commitments (uptime, support response) or state expressly that none are offered during early access]
3. Accounts and access
- You are responsible for your account, for the administrators and staff you authorise, and for keeping credentials secure. Notify us promptly of any unauthorised access.
- Worker portal access is provisioned by you (the Customer) for your own workers; you are responsible for who you invite and the access you grant.
- You must ensure everyone who uses the Service through your account complies with these Terms.
4. Customer responsibilities and acceptable use
You are the data controller for your workforce data. You are responsible for having a lawful basis to collect and upload information about your workers, for giving them any privacy notices and obtaining any consents required, and for the accuracy of the information you enter. You confirm you have the right to provide that information to Neuva for processing. [PLACEHOLDER — confirm with lawyer: align with the Privacy Policy and any Data Processing Agreement]
You agree not to:
- use the Service unlawfully, or upload data you do not have the right to upload;
- upload Tax File Numbers, bank-account or superannuation details — the Service is designed not to hold these, and you must not attempt to enter them into free-text fields;
- attempt to access another organisation’s data, breach security or access controls, or probe, scan or test the vulnerability of the Service without our written consent;
- copy, modify, reverse-engineer or create derivative works of the Service, except as permitted by law;
- resell or provide the Service to third parties except as expressly permitted;
- upload malicious code or use the Service in a way that impairs it for others.
5. Data handling and privacy
Our handling of personal information is described in the Privacy Policy, which forms part of these Terms. In summary, for worker information Neuva acts as a processor on your behalf and you act as the controller. [PLACEHOLDER — confirm with lawyer: confirm whether a separate Data Processing Agreement is required and incorporate it by reference here]
You retain ownership of the data you put into the Service (“Customer Data”). You grant Neuva a non-exclusive licence to host, process and use Customer Data solely to provide and support the Service (including via the sub-processors listed in the Privacy Policy).
6. Fees and billing
[PLACEHOLDER — confirm with lawyer: the subscription and billing model is not yet finalised — confirm pricing, plans, billing cycle, payment terms, taxes (GST), late payment, trial/early-access terms, and renewal/auto-renewal and price-change mechanics, then complete this section]
During early access, commercial terms may be agreed separately in writing. [PLACEHOLDER — confirm with lawyer: confirm the early-access commercial arrangement]
7. Intellectual property
The Service, including all software, design, branding (including the Neuva name and logo) and documentation, is owned by Neuva ([PLACEHOLDER — confirm with lawyer: legal entity name]) and its licensors, and is protected by intellectual-property laws. Except for the rights expressly granted to use the Service, no rights are transferred to you.
If you give us feedback or suggestions, we may use them to improve the Service without obligation to you. [PLACEHOLDER — confirm with lawyer: confirm feedback-licence wording]
8. AI-assisted features
The Service uses AI to read uploaded documents and to power an in-app support assistant. These features are assistive only: compliance decisions are made by a deterministic rules engine and confirmed by your staff, not by AI. You are responsible for reviewing AI-proposed details before relying on them. To the extent permitted by law, Neuva is not liable for reliance on AI-proposed output that has not been human-verified.[PLACEHOLDER — confirm with lawyer: confirm AI disclaimer wording with the lawyer]
9. Third-party services
The Service relies on third-party providers (see the Privacy Policy’s sub-processor list). We are not responsible for those providers’ own services, outages or acts, except as required by law. [PLACEHOLDER — confirm with lawyer: confirm wording on third-party dependencies and outages]
10. Disclaimers
To the maximum extent permitted by law, the Service is provided “as is” and “as available”, without warranties of any kind, whether express or implied.
Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy that cannot lawfully be excluded under the Australian Consumer Law or other applicable law. [PLACEHOLDER — confirm with lawyer: CRITICAL — the lawyer must tailor this disclaimer to the Australian Consumer Law (non-excludable guarantees) and the actual customer base; do not rely on this wording as drafted]
11. Limitation of liability
[PLACEHOLDER — confirm with lawyer: CRITICAL and jurisdiction-specific — the lawyer must draft the liability cap and exclusions (e.g. exclusion of indirect/consequential loss, a monetary cap tied to fees paid, carve-outs), consistent with the Australian Consumer Law’s limits on excluding liability. This placeholder stands in for that clause; do not treat the surrounding text as a substitute.]
Subject to the consumer-law section above and to the extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, and Neuva’s total liability is limited to [PLACEHOLDER — confirm with lawyer: liability cap — e.g. fees paid in the preceding 12 months].
12. Indemnity
[PLACEHOLDER — confirm with lawyer: confirm whether a customer indemnity (e.g. for unlawful data, breach of acceptable use, or third-party claims arising from Customer Data) is required, and its scope]
13. Suspension and termination
- You may stop using the Service and terminate in accordance with [PLACEHOLDER — confirm with lawyer: notice period / order-form terms].
- We may suspend or terminate access for material breach of these Terms, non-payment, or genuine security/legal reasons, with notice where practicable.
- On termination, your right to use the Service ends. We will make Customer Data available for export and then delete it in accordance with the Privacy Policy and [PLACEHOLDER — confirm with lawyer: data export/return and deletion timeframe on termination].
14. Changes to these Terms
We may update these Terms from time to time. We will revise the effective date and, for material changes, give reasonable notice. Continued use after changes take effect means you accept them. [PLACEHOLDER — confirm with lawyer: confirm notice mechanism and period for material changes]
15. Governing law
These Terms are governed by the laws of [PLACEHOLDER — confirm with lawyer: governing jurisdiction — e.g. Western Australia, Australia], and each party submits to the non-exclusive jurisdiction of the courts of that place. [PLACEHOLDER — confirm with lawyer: confirm governing law and jurisdiction]
16. General
- Entire agreement — these Terms (with the Privacy Policy and any order form/DPA) are the entire agreement between the parties about the Service. [PLACEHOLDER — confirm with lawyer: confirm precedence between these documents]
- Severability — if any part is unenforceable, the rest continues to apply.
- Assignment — you may not assign these Terms without our consent; we may assign to a related entity or successor. [PLACEHOLDER — confirm with lawyer: confirm assignment wording]
- Notices — notices may be given to [PLACEHOLDER — confirm with lawyer: notices contact / email / address].
17. Contact
Questions about these Terms? Contact us at [PLACEHOLDER — confirm with lawyer: contact email], [PLACEHOLDER — confirm with lawyer: postal address].