Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the HBG Platform (as defined below), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all applicable laws and regulations. These Terms constitute a legally binding agreement between you ("User", "you", or "your") and Harrison Barratt Group Pty Ltd (ABN 81 638 914 824) ("HBG", "we", "us", or "our").

If you are accessing or using the Platform on behalf of a corporation, company, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" will also refer to that entity.

If you do not agree to these Terms, you must not access or use the Platform. Access to the Platform is a privilege, not a right, and HBG may revoke that access at any time in accordance with these Terms.

2. Definitions

In these Terms, unless the context otherwise requires:

"Platform"

means the HBG operations platform in its entirety, including the administration portal, candidate portal, client portal, staff dashboard, public-facing website, all application programming interfaces (APIs), mobile and web applications, integration connectors, automation workflows, reporting systems, and all associated tooling, scripts, and infrastructure owned or operated by HBG.

"Content"

means all text, graphics, photographs, illustrations, user interfaces, visual elements, logos, sounds, music, artwork, computer code, software, data, databases, algorithms, business processes, workflow designs, and other materials forming part of or accessible through the Platform.

"Confidential Information"

means any non-public information disclosed by HBG in connection with the Platform, including without limitation the Platform architecture, proprietary algorithms, data models and structures, database schema, business logic, compliance calculation methods, pricing models, oncost formulas, margin calculations, API specifications, integration designs, source code, workflow and automation designs, security mechanisms, and any technical or business information that a reasonable person would consider confidential.

"User Data"

means any data, information, or materials entered into, uploaded to, or transmitted through the Platform by or on behalf of you or your organisation, including candidate profiles, client records, allocation data, payroll information, compliance documents, and communications.

"Intellectual Property" or "IP"

means all current and future rights conferred by statute, common law, or equity in or in relation to patents, inventions, copyright, designs, circuit layouts, trade marks, trade names, trade secrets, know-how, business processes, algorithms, database rights, and all other intellectual property rights, whether registered or unregistered, and all rights to apply for registration of any of the above, throughout the world.

"Competing Product"

means any software platform, application, system, or service that provides functionality similar to or that competes with the Platform in the labour hire, recruitment, workforce management, compliance tracking, timesheets, payroll, or operations management sectors.

"Authorised Users"

means those individuals who are authorised by you (or by HBG on your behalf) to access and use the Platform pursuant to these Terms.

3. License Grant (Limited)

Subject to these Terms and payment of any applicable fees, HBG grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for your internal business operations in connection with labour hire, recruitment, and workforce management activities.

This licence expressly does not include, and you are explicitly prohibited from:

• copying, reproducing, distributing, or transmitting the Platform or any Content;
• modifying, adapting, translating, or creating derivative works from the Platform or any Content;
• reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, structure, or ideas underlying the Platform;
• sublicensing, selling, reselling, renting, leasing, or otherwise commercially exploiting the Platform;
• transferring, assigning, or otherwise dealing with the licence or any rights under it without HBG's prior written consent;
• removing or altering any proprietary notices, labels, or marks on the Platform or any Content.

No licence or right is granted to you in any Intellectual Property of HBG except the limited use licence expressly set out in this Section 3. All rights not expressly granted are reserved to HBG.

4. Prohibited Activities

This Section sets out activities that are strictly prohibited. Any breach of this Section is a material breach of these Terms and may result in immediate termination of your access and legal action. You must not, and must not permit any third party to:

4.1 Reverse Engineering and Replication

• Reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code, object code, algorithms, data structures, logic, or trade secrets underlying any part of the Platform;
• Copy, reproduce, replicate, or substantially imitate the Platform's functionality, features, user interface design, data structures, workflow logic, or business processes in any product or service;
• Use the Platform as a reference, template, blueprint, or basis for developing any Competing Product or functionality;
• Access the Platform with the primary or secondary purpose of studying, benchmarking, or documenting its design for use in developing a Competing Product.

4.2 Automated and Bulk Data Collection

• Scrape, crawl, spider, or otherwise use automated means to access, collect, copy, or monitor any portion of the Platform or its data beyond what is ordinarily produced by normal use;
• Bulk download, export, or extract data, reports, records, documents, or any Content from the Platform for any purpose other than your normal business operations;
• Use any robot, scraper, crawler, indexer, bot, script, or other automated device or methodology to access, index, mine, or otherwise collect information from the Platform;
• Mirror or frame the Platform or any part of it on any other server or network location.

4.3 Visual and Documentary Capture for Competitive Purposes

• Screenshot, screen-record, photograph, or otherwise visually capture any portion of the Platform's user interface, data displays, workflow screens, or Content for the purpose of replicating, imitating, or competing with the Platform;
• Share, transmit, or publish screenshots, recordings, descriptions, or documentation of the Platform's features, design, or functionality with any person or entity engaged in, or intending to engage in, the development of a Competing Product;
• Create or compile any technical documentation, functional specifications, or design documents based on your access to the Platform for the purpose of building a Competing Product.

4.4 AI and Machine Learning Misuse

• Use any artificial intelligence tools, large language models, machine learning systems, code generation tools, or similar technologies to analyse, replicate, clone, or create derivative works based on the Platform, its code, architecture, or design;
• Feed Platform screenshots, source code, API responses, data structures, or Confidential Information into any AI system for the purpose of generating competing functionality;
• Use AI-assisted analysis of the Platform to extract or infer proprietary algorithms, business logic, pricing methodologies, or compliance calculation formulas.

4.5 Unauthorised Access and Security Violations

• Share login credentials, access tokens, API keys, or session information with any unauthorised individual or third party;
• Access or attempt to access data, features, portals, or functionality beyond what is permitted for your assigned user role;
• Probe, scan, test, or attempt to identify security vulnerabilities, exploits, or weaknesses in the Platform or its underlying infrastructure;
• Circumvent, bypass, disable, or interfere with any security feature, access control, authentication mechanism, rate limit, or data protection measure;
• Introduce viruses, malware, trojans, worms, or any other harmful or disruptive code into the Platform;
• Attempt to gain unauthorised access to HBG's systems, databases, networks, or infrastructure through any means;
• Conduct denial-of-service attacks or any activity that unreasonably burdens or disrupts the Platform's availability or performance.

4.6 Competitive Intelligence

• Access the Platform primarily or substantially for the purpose of gathering competitive intelligence about HBG's business operations, pricing, processes, or technology;
• Disclose, transmit, or provide Platform documentation, architecture descriptions, feature lists, or workflow descriptions to any competitor of HBG or to any person developing a Competing Product;
• Use knowledge of the Platform's design, features, or workflows to advise or assist any third party in developing a Competing Product.

4.7 Unlawful Activities

• Use the Platform for any unlawful, fraudulent, or deceptive purpose;
• Submit false, inaccurate, or misleading data into the Platform;
• Use the Platform in a manner that violates any applicable law or regulation, including the Fair Work Act 2009 (Cth), Work Health and Safety Act 2011 (Cth), Privacy Act 1988 (Cth), or any applicable labour hire licensing legislation;
• Infringe the Intellectual Property rights, privacy rights, or other rights of HBG or any third party.

5. Intellectual Property Rights

The Platform and all Content are the exclusive property of Harrison Barratt Group Pty Ltd and its licensors. All Intellectual Property rights in and to the Platform — including but not limited to the software source code, object code, databases, data models, algorithms, business logic, user interface designs, workflows, compliance calculation methodologies, payroll formulas, oncost models, integration architectures, and all related documentation — vest exclusively in HBG.

You acknowledge that:

• The Platform constitutes a valuable trade secret and embodies significant investment by HBG in research, development, design, testing, and operational experience accumulated over years of operating in the labour hire and recruitment industry;
• The proprietary algorithms, compliance calculations, margin models, Fair Work Act interpretation logic, and workforce management workflows embedded in the Platform represent HBG's unique know-how and constitute protectable trade secrets under Australian law;
• Unauthorised copying, replication, or reverse engineering of the Platform would cause HBG irreparable harm for which monetary damages would be an inadequate remedy;
• Nothing in these Terms transfers any Intellectual Property rights to you. Any Intellectual Property developed or conceived by HBG during the provision of the Platform services shall vest exclusively in HBG.

The HBG name, logo, and all related marks, trade names, and branding are trade marks of Harrison Barratt Group Pty Ltd. You are not permitted to use any HBG marks without prior written consent.

If you provide any feedback, suggestions, or ideas relating to the Platform ("Feedback"), you assign to HBG all rights, title, and interest in that Feedback. HBG may use Feedback without restriction or compensation to you.

6. Confidentiality

You acknowledge that in the course of accessing and using the Platform, you may receive or have access to Confidential Information. You agree to:

• hold all Confidential Information in strict confidence and not disclose it to any third party without HBG's prior written consent;
• use Confidential Information solely for the purpose of using the Platform for your authorised business operations, and for no other purpose;
• take all reasonable steps to protect the Confidential Information from unauthorised disclosure or use, applying at minimum the same care you apply to your own confidential information (and in any event no less than reasonable care);
• immediately notify HBG if you become aware of any unauthorised use or disclosure of Confidential Information;
• on termination of these Terms or on HBG's request, promptly return or destroy all Confidential Information in your possession or control.

The confidentiality obligations in this Section do not apply to information that: (a) is or becomes publicly known other than through your breach; (b) you can demonstrate was already known to you at the time of disclosure; (c) you receive from a third party without restriction; or (d) you are required by law to disclose, provided you give HBG maximum practicable notice.

Survival: The obligations in this Section 6 survive termination or expiry of these Terms for a period of five (5) years.

7. Data Ownership and Processing

7.1 User Data Ownership

As between you and HBG, you retain all ownership rights in and to User Data. You grant HBG a non-exclusive, royalty-free, worldwide licence to access, use, process, store, transmit, and display User Data solely to the extent necessary to provide the Platform services to you and to fulfil HBG's obligations under these Terms.

7.2 Anonymised and Aggregated Data

HBG may collect, derive, and use anonymised and aggregated data from your use of the Platform ("Aggregated Data"). Aggregated Data does not identify you or any individual. HBG may use Aggregated Data for benchmarking, industry analysis, platform improvement, product development, and commercial purposes. You acknowledge that HBG owns all Aggregated Data.

7.3 Privacy Compliance

HBG handles all personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). Please refer to HBG's Privacy Policy for full details of how personal information is collected, used, stored, and disclosed.

7.4 Data Security

HBG implements commercially reasonable technical and organisational security measures to protect User Data. However, no system is completely secure. You are responsible for maintaining the security of your login credentials and for all activity that occurs under your account.

8. User Obligations

You agree to:

• maintain the security and confidentiality of your login credentials and not share them with any unauthorised person;
• immediately notify HBG if you become aware of or suspect any unauthorised access to your account or any breach of these Terms;
• ensure that all User Data you submit is accurate, complete, and not misleading;
• comply with all applicable Australian laws and regulations when using the Platform, including the Fair Work Act 2009 (Cth), Work Health and Safety Act 2011 (Cth), Privacy Act 1988 (Cth), and all applicable labour hire licensing legislation in each relevant State and Territory;
• ensure that all Authorised Users are aware of and comply with these Terms;
• not use the Platform to store, transmit, or process any data that is unlawful, tortious, defamatory, obscene, invasive of another's privacy, or that infringes any third-party rights;
• pay all fees due to HBG in a timely manner in accordance with any applicable service agreement.

9. Service Level and Availability

HBG will use commercially reasonable efforts to make the Platform available and performant. However, HBG does not warrant that the Platform will be uninterrupted, error-free, or available at any particular time.

• HBG may conduct scheduled maintenance that temporarily affects Platform availability. HBG will use reasonable efforts to provide advance notice of scheduled maintenance windows.
• HBG may modify, update, add, or remove features of the Platform at any time. Where a modification materially reduces functionality, HBG will use reasonable efforts to provide 30 days' advance written notice.
• HBG will not be liable for any downtime, unavailability, or degraded performance caused by events outside HBG's reasonable control, including third-party service failures, internet disruptions, or force majeure events.
• The Platform is provided using third-party cloud infrastructure. Availability is partly subject to the terms and service levels of those providers.

10. Disclaimer and Limitation of Liability

10.1 Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HBG DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

HBG does not warrant that the Platform will meet your specific requirements, that payroll or compliance calculations will be error-free, or that the Platform will operate without interruption. You are responsible for verifying the accuracy of any calculations, outputs, or recommendations produced by the Platform before acting on them.

10.2 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, HBG shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or the cost of substitute services, arising out of or in connection with these Terms or your use of or inability to use the Platform, even if HBG has been advised of the possibility of such damages.

10.3 Cap on Liability

To the maximum extent permitted by applicable law, HBG's total aggregate liability to you arising out of or in connection with these Terms or your use of the Platform — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees actually paid by you to HBG in the twelve (12) month period immediately preceding the event giving rise to the claim, or AUD $500 if no fees have been paid.

10.4 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition implied or imposed by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) to the extent that doing so would contravene that legislation or cause any provision to be void. Where HBG is permitted by law to limit its liability, HBG limits its liability to the re-supply of the services or payment of the cost of re-supply.

10.5 Indemnification

You agree to indemnify, defend, and hold harmless HBG and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms; (b) your use of the Platform in a manner not authorised by these Terms; (c) User Data submitted by you; (d) any violation by you of applicable law; or (e) any breach of any representation or warranty made by you.

Survival: The obligations in Sections 4, 5, 6, 10.5 survive termination or expiry of these Terms.

11. Termination

11.1 Termination by Either Party

Either party may terminate these Terms and your access to the Platform at any time by providing not less than 30 days' written notice to the other party.

11.2 Immediate Termination by HBG

HBG may terminate your access to the Platform immediately and without notice if:

• you breach any provision of these Terms and fail to remedy that breach within 7 days of receiving written notice (where the breach is capable of remedy);
• you breach Section 4 (Prohibited Activities), Section 5 (Intellectual Property), or Section 6 (Confidentiality) — such breaches are deemed irremediable and warrant immediate termination;
• you become insolvent, are placed into administration or liquidation, or enter into an arrangement with creditors;
• you are engaged or implicated in any fraud, dishonesty, or wilful misconduct in connection with the Platform.

11.3 Consequences of Termination

Upon termination for any reason:

• your licence to access and use the Platform is immediately revoked;
• you must immediately cease all use of the Platform and destroy any Confidential Information in your possession;
• HBG will make your User Data available for export for a period of 90 days following termination, after which HBG may delete User Data in accordance with its data retention policies;
• any outstanding fees owed to HBG become immediately due and payable.

11.4 Survival

Sections 4 (Prohibited Activities), 5 (Intellectual Property Rights), 6 (Confidentiality), 10 (Disclaimer and Limitation of Liability), 11.3, 12 (Dispute Resolution), and any other provisions that by their nature should survive, will survive termination or expiry of these Terms.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

12.2 Mandatory Mediation

Before commencing any legal proceedings (except in relation to urgent injunctive or interlocutory relief), the parties agree to attempt to resolve any dispute arising out of or in connection with these Terms ("Dispute") through good faith negotiation for a period of at least 14 days following written notice from one party to the other identifying the Dispute.

If the Dispute is not resolved through negotiation, the parties must refer it to mediation administered by the Australian Disputes Centre (ADC) or such other mutually agreed mediator. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

12.3 Arbitration

If mediation fails to resolve the Dispute within 30 days of the appointment of a mediator (or such longer period as agreed in writing), the parties may refer the Dispute to binding arbitration in Sydney, New South Wales, conducted in accordance with the ACICA Arbitration Rules. The arbitration shall be conducted in English by a single arbitrator.

12.4 Injunctive Relief

Notwithstanding the above, you acknowledge that any breach of Sections 4, 5, or 6 would cause HBG irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, HBG shall be entitled to seek urgent injunctive or other equitable relief from a court of competent jurisdiction without first engaging in the dispute resolution process set out in this Section 12.

13. Changes to Terms

HBG may modify these Terms from time to time. Where a modification materially affects your rights or obligations, HBG will provide you with not less than 30 days' prior written notice (by email to your registered address or by notice displayed on the Platform).

Your continued access to or use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must cease using the Platform and notify HBG in writing.

It is your responsibility to check these Terms periodically. The "Last updated" date at the top of this page indicates when these Terms were last revised.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any separate written service agreement between you and HBG, constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements, representations, and understandings.

14.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable. If modification is not possible, the provision shall be deemed deleted. The validity, legality, and enforceability of the remaining provisions shall not be affected.

14.3 Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right. A waiver must be in writing and signed by the waiving party to be effective.

14.4 Assignment

You may not assign, transfer, novate, or otherwise deal with any of your rights or obligations under these Terms without HBG's prior written consent. HBG may assign these Terms or any rights under them to any related body corporate or successor entity without notice to you.

14.5 Force Majeure

HBG is not liable for any failure or delay in performance under these Terms due to circumstances beyond HBG's reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, governmental action, power failure, or internet or telecommunications disruptions.

14.6 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship between the parties.

14.7 Notices

Notices under these Terms must be in writing and delivered by email to the addresses specified below (for HBG) or to your registered account email address (for you). Notices are deemed received on delivery confirmation or, if by email, the next business day after sending (absent a delivery failure notification).

15. Contact

If you have any questions about these Terms or wish to seek HBG's written consent for any matter contemplated herein, please contact: