Terms of Service

1. Definitions

• SiteSphere, we, us, our means SiteSphere Pty Ltd (ABN 93 697 450 338).
• Customer means the business entity that subscribes to a SiteSphere workspace.
• User means an individual to whom Customer grants access to its workspace (workers, leading hands, supervisors, business admins, payroll managers, client admins).
• Service means the SiteSphere web application at https://app.sitesphere.com.au, the mobile applications, the supporting APIs, and the marketing site at https://sitesphere.com.au.
• Customer Data means data uploaded to or generated within the Service by Customer or its Users, including worker profiles, timesheets, expenses, crew sheets, invoices, and approval history.

2. The Service

Subject to these terms, SiteSphere grants Customer a non-exclusive, non-transferable right to access and use the Service for its internal business operations during the subscription period.

3. Accounts

Customer is responsible for: (a) maintaining the confidentiality of access credentials; (b) the actions of all Users on its workspace; (c) ensuring its Users are aware of and comply with these terms and any acceptable-use policy we publish.

Customer must be a business entity with valid authority to engage the workforce whose data it uploads. Where Customer adds a worker, it represents that it has the legal basis under the Privacy Act and any applicable industrial agreement to record and process that worker's information through the Service.

4. Acceptable use

Customer must not, and must ensure its Users do not:

• Use the Service for any unlawful purpose;
• Attempt to bypass our authentication, authorisation, or row-level security controls;
• Upload Customer Data that infringes third-party rights or that contains malware;
• Resell, sublicense, or repackage the Service;
• Use the Service to operate a competing product or to scrape our data;
• Subject the Service to load or vulnerability testing without our prior written consent.

5. Subscription and fees

Subscription fees are set out in the order form, statement of work, or quote signed by Customer (the "Order"). Unless otherwise stated, fees are billed monthly in advance based on the number of active workers in the prior billing period.

All fees are stated in Australian dollars and exclude GST unless the Order states otherwise. Late payments may attract interest at 2% above the Reserve Bank of Australia cash rate.

We may adjust fees with at least 30 days' notice before the next renewal period.

6. Customer Data

Ownership. Customer retains all right, title, and interest in Customer Data. We do not acquire any rights in Customer Data other than the rights necessary to provide the Service.

Licence to us. Customer grants SiteSphere a non-exclusive, royalty-free licence to host, copy, transmit, process, and display Customer Data solely as required to provide the Service to Customer.

Privacy. Our handling of personal information contained in Customer Data is governed by our Privacy Policy.

Export and return. Customer may export its Customer Data via the Service at any time. On termination, we will retain Customer Data only for the periods stated in the Privacy Policy and as required by Australian law (notably the Fair Work Act and ATO record-keeping obligations).

7. Intellectual property

SiteSphere owns all right, title, and interest in the Service, including the platform, source code, EBA configuration models, calculation engines, and documentation. Nothing in these terms transfers ownership of SiteSphere intellectual property to Customer.

8. Confidentiality

Each party will protect the other's confidential information with the same care it uses to protect its own. Customer Data is Customer's confidential information.

9. Service availability

We strive for high availability of the Service but do not commit to a specific uptime percentage on starter plans. Where an explicit Service Level Agreement is part of an Order (typically on Enterprise plans), that SLA prevails.

We may carry out scheduled maintenance with reasonable notice and emergency maintenance without notice where the Service's integrity requires it.

10. Warranties

Each party warrants that it has the authority to enter into these terms.

We warrant that we will provide the Service with reasonable care and skill. To the maximum extent permitted by law, all other warranties (express or implied) are excluded.

Where the Australian Consumer Law implies a guarantee that cannot be excluded, our liability for breach of that guarantee is limited (where the law permits) to re-supplying the Service or paying the cost of having the Service re-supplied.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profit, revenue, goodwill, or data, arising out of or in connection with these terms.

Each party's aggregate liability under or in connection with these terms is limited to the total fees paid by Customer in the 12 months preceding the event giving rise to the liability.

These limitations do not apply to: a party's indemnification obligations under these terms; a party's confidentiality obligations; Customer's payment obligations; or liability that cannot be excluded under Australian law.

12. Indemnity

Customer indemnifies SiteSphere against any third-party claim arising from: (a) Customer's violation of these terms; (b) Customer's use of the Service in breach of Australian law; or (c) Customer Data infringing the rights of a third party.

13. Termination

Either party may terminate the subscription at the end of the then-current billing period by giving notice in writing.

Either party may terminate immediately on written notice if the other materially breaches these terms and fails to cure within 14 days of notice; becomes insolvent; or appoints an external administrator.

On termination: Customer's right to access the Service ceases; we will retain Customer Data for the periods set out in the Privacy Policy; sections that by their nature should survive termination (Customer Data, Confidentiality, Intellectual property, Limitation of liability, Indemnity, Governing law) survive.

14. Changes to these terms

We may update these terms from time to time. For material changes, we will give Customer at least 30 days' notice before the new terms take effect. Continuing to use the Service after the notice period constitutes acceptance.

15. Governing law

These terms are governed by the laws of Victoria, Australia. Each party submits to the exclusive jurisdiction of the courts of that jurisdiction.

16. Contact

Questions about these terms: legal@sitesphere.com.au.