1. Introduction
1.1 These Terms of Service (Terms) govern access to and use of the Neuva platform and related services (Service) provided by Neuva Pty Ltd (ACN 700 165 322 / ABN 88 700 165 322) (Neuva, we, us, our).
1.2 By creating an account, signing an order form, or accessing or using the Service, the customer (Customer, you, your) agrees to these Terms. If you enter into these Terms for an organisation, you confirm you have authority to bind that organisation.
1.3 These Terms, together with our Privacy Policy, our Data Processing Agreement, and any order form or subscription plan agreed with you, form the entire agreement between you and Neuva (Agreement). If there is any inconsistency, an executed order form prevails over these Terms, and these Terms prevail over other referenced documents unless stated otherwise.
1.4 If you do not agree to these Terms, you must not access or use the Service.
2. Definitions
Authorised User means an individual you permit to access the Service under your account, such as your staff, coordinators or administrators.
Customer Data means all data, content and information that you or your Authorised Users submit to, or that is generated for you through, the Service, including Worker Personal Information.
Worker means an individual worker, contractor or candidate whose information you manage in the Service.
Worker Personal Information means Personal Information about a Worker that you process using the Service.
Personal Information has the meaning given in the Privacy Act.
Privacy Act means the Privacy Act 1988 (Cth), including the Australian Privacy Principles (APPs).
Intellectual Property Rights means all intellectual property rights worldwide, including copyright, trade marks, designs, patents, and rights in confidential information.
Subscription Term means the period for which you have subscribed to the Service, as set out in an order form or plan.
Fees means the fees payable for the Service.
3. The Service
3.1 Neuva is a multi-tenant software-as-a-service platform that helps labour-hire and field-workforce businesses coordinate their workforce, including tracking compliance documents, worker readiness, mobilisation and scheduling, timesheets and invoicing.
3.2 We grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for your internal business purposes, subject to these Terms.
3.3 We may update, improve or modify the Service from time to time. We will not materially reduce the core functionality of the Service during a paid Subscription Term without notice.
4. Accounts and eligibility
4.1 To use the Service you must register an account and provide accurate, current and complete information.
4.2 You must be a business or acting for business purposes, and the individual registering must be at least 18 years old and authorised to act for the Customer.
4.3 You are responsible for keeping account credentials confidential and for all activity under your account.
5. Authorised Users
5.1 You may permit Authorised Users to access the Service. You are responsible for their acts and omissions as if they were your own.
5.2 You must ensure each Authorised User complies with these Terms and keeps their credentials secure, and you must promptly deactivate access for any user who should no longer have it.
6. Customer responsibilities
6.1 You are responsible for the accuracy, quality and legality of Customer Data and for the means by which you acquired it.
6.2 You must ensure you have all necessary rights, consents and notices in place to collect Worker Personal Information and to have Neuva process it on your behalf, including informing Workers as required by the Privacy Act.
6.3 You must use the Service in accordance with all applicable laws, including work health and safety, workplace relations, and privacy laws.
7. Acceptable use
7.1 You must not, and must not permit any person to:
- use the Service in breach of any law or third-party right;
- upload malicious code or interfere with the security or integrity of the Service;
- attempt to gain unauthorised access to the Service or to another customer’s data;
- copy, modify, reverse engineer or create derivative works of the Service, except to the extent permitted by law;
- resell, sublicense or make the Service available to third parties except as expressly permitted; or
- use the Service to store or transmit unlawful, infringing or harmful material.
7.2 We may investigate suspected breaches and cooperate with law enforcement where appropriate.
8. Privacy and data processing
8.1 Our handling of Personal Information is described in our Privacy Policy.
8.2 Where we process Worker Personal Information on your behalf, we do so as your service provider in accordance with our Data Processing Agreement, which forms part of the Agreement.
8.3 You remain responsible, as the entity with the primary relationship to your Workers, for meeting your own obligations under the Privacy Act.
9. Fees and payment
9.1 You must pay the Fees set out in your order form or plan. Unless stated otherwise, Fees are in Australian dollars and exclusive of GST, which will be added where applicable.
9.2 Fees are payable in advance for each billing period and are non-refundable except as required by law.
9.3 If any amount is overdue, we may suspend access to the Service after giving reasonable notice, and may charge interest on overdue amounts at a reasonable rate.
9.4 We may change our Fees on renewal by giving you at least 30 days’ notice before the start of the next Subscription Term.
10. Intellectual property
10.1 Neuva and its licensors own all Intellectual Property Rights in the Service, including its software, design and documentation. No rights are granted except as expressly set out in these Terms.
10.2 You own all Intellectual Property Rights in your Customer Data. You grant Neuva a non-exclusive licence to host, copy, process and display Customer Data as needed to provide and support the Service, and to create de-identified and aggregated data that does not identify you or any individual, which we may use to operate and improve the Service.
10.3 If you provide feedback, we may use it without restriction or obligation to you.
11. Confidentiality
11.1 Each party may receive confidential information of the other. The receiving party must keep it confidential, use it only for the Agreement, and protect it with reasonable care.
11.2 These obligations do not apply to information that is public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.
12. Third-party services
12.1 The Service may interoperate with third-party services, for example hosting, email delivery, or integrations you enable. We are not responsible for third-party services, which are governed by their own terms.
12.2 A list of our key sub-processors is maintained in, or available under, our Data Processing Agreement.
13. Availability and support
13.1 We aim to make the Service available with high reliability but do not guarantee uninterrupted or error-free operation.
13.2 We may carry out planned maintenance and will use reasonable efforts to schedule it to minimise disruption. We may carry out emergency maintenance at any time.
13.3 We provide support by email at hello@neuva.com.au during Australian business hours.
14. Warranties and disclaimers
14.1 Each party warrants it has authority to enter into the Agreement.
14.2 To the maximum extent permitted by law, and subject to clause 15, the Service is provided “as is” and we exclude all implied warranties, representations and guarantees.
14.3 Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law (ACL) that cannot lawfully be excluded.
15. Limitation of liability
15.1 Nothing in these Terms limits liability that cannot be limited by law, including certain liability under the ACL, or for death or personal injury caused by negligence, fraud, or wilful misconduct.
15.2 To the extent our liability arises under the ACL and can be limited, our liability is limited, at our option, to resupplying the Service or paying the cost of having it resupplied.
15.3 Subject to clauses 15.1 and 15.2, neither party is liable for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or data (other than loss arising from a breach of confidentiality or data protection obligations).
15.4 Subject to clauses 15.1 and 15.2, each party’s total aggregate liability under the Agreement in any 12-month period is limited to the Fees paid or payable by you in that period.
16. Indemnity
16.1 You indemnify Neuva against claims, losses and costs arising from your breach of clause 6 (Customer responsibilities) or clause 7 (Acceptable use), or from Customer Data infringing a third party’s rights, except to the extent caused by Neuva.
17. Term, suspension and termination
17.1 The Agreement starts when you first accept it or access the Service and continues for the Subscription Term, renewing for successive terms unless cancelled.
17.2 Either party may terminate for a material breach that is not remedied within 30 days of notice, or immediately if the other party becomes insolvent.
17.3 We may suspend access where necessary to protect the Service or other customers, or for non-payment or serious breach, and will restore access once the issue is resolved.
17.4 You may cancel your subscription in accordance with your plan. Cancellation takes effect at the end of the current billing period unless we agree otherwise.
18. Effect of termination and data export
18.1 On termination, your right to use the Service ends and any outstanding Fees become payable.
18.2 For 30 days after termination, you may request an export of your Customer Data in a common electronic format. After that period, we may delete or de-identify Customer Data in accordance with our Privacy Policy and Data Processing Agreement, unless we are required by law to retain it.
19. Changes to these Terms
19.1 We may update these Terms from time to time. If a change is material, we will give you reasonable notice, for example by email or through the Service. Continued use after a change takes effect constitutes acceptance.
20. Force majeure
20.1 Neither party is liable for any failure or delay caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate.
21. Notices
21.1 Notices to Neuva may be sent to hello@neuva.com.au. Notices to you may be sent to the contact details in your account. A notice is taken to be received when sent, unless the sender knows delivery failed.
22. Assignment
22.1 You may not assign the Agreement without our consent. We may assign or novate the Agreement to a related body corporate or in connection with a reorganisation, merger or sale of business.
23. Dispute resolution
23.1 Before starting proceedings (other than for urgent relief), the parties will attempt in good faith to resolve any dispute by discussion between senior representatives.
24. Governing law
24.1 The Agreement is governed by the laws of Western Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia.
25. General
25.1 If any provision is unenforceable, it is severed and the rest continues.
25.2 A failure to enforce a right is not a waiver of it.
25.3 The Agreement is the entire agreement and supersedes prior discussions.
25.4 These Terms do not create any partnership, agency or employment relationship.
26. Contact
Neuva Pty Ltd (ACN 700 165 322 / ABN 88 700 165 322). Email: hello@neuva.com.au.