Terms and Conditions of Use

1. Agreement to Terms

These Terms and Conditions (Terms) govern access to and use of the Workforce Stability workforce planning platform (Platform) and related services provided by RedBird Group Pty Ltd, ABN 24 686 659 683 (RedBird, we, us or our).

By creating an account, executing an order form or statement of work that references these Terms, clicking "I accept" (or a similar acceptance prompt), or otherwise accessing or using the Platform, you (Client, you or your) agree to be bound by these Terms. These Terms take effect on the date of your acceptance (Effective Date).

If you do not accept these Terms, you must not access or use the Platform.

You represent and warrant that you have the authority to bind the organisation on whose behalf you are accepting these Terms.

We may update these Terms from time to time by publishing updated Terms on the Platform and giving you at least 30 days' prior written notice of any changes. If you do not agree to an update, you may terminate your subscription by giving us notice before the changes take effect, in which case we will refund any prepaid Fees on a pro rata basis for the unused portion of your Subscription Period in accordance with clause 8. If you continue to use the Platform after the effective date of a change, you are taken to have accepted the updated Terms.

2. Definitions and Interpretation

Capitalised terms used in these Terms have the meanings given to them in clause 21, or where defined inline in these Terms.

In these Terms, unless the context otherwise requires: (a) words in the singular include the plural and vice versa; (b) a reference to a person includes any individual, company, corporation, partnership, joint venture, trust, association or other entity; (c) a reference to a statute includes any amendment, re-enactment, subordinate legislation or replacement of that statute; (d) "includes" and similar expressions are not words of limitation; (e) headings are for convenience only and do not affect interpretation; and (f) a reference to $ or dollars is to Australian dollars unless otherwise stated.

3. The Platform

Workforce Stability is a product of RedBird Group Pty Ltd. Workforce Stability is a cloud-based operational workforce planning tool designed for rotation-based environments (including FIFO and DIDO operations). The Platform enables Clients to manage employee profiles, roster rotations, availability, workforce coverage requirements and related operational functions. The Platform includes logic around fatigue limits, compliance constraints and deficit identification, and provides recommended options to resolve workforce gaps.

The Platform is a decision-support tool only. It does not make or enforce operational decisions. All workforce planning, compliance and operational outcomes remain the sole responsibility of the Client. The Platform may influence operational decisions by providing information, analysis and recommendations, but the Client is solely responsible for all decisions made using or in connection with the Platform.

We may from time to time update, modify or enhance the Platform, including by releasing new modules, features or functionality. We will use reasonable endeavours to provide advance notice of changes that materially affect your use of the Platform. We will not make changes that materially reduce the core functionality available under your current subscription during your Subscription Period without your prior consent.

You acknowledge that the Platform may not be free from errors or defects and that scheduled and unscheduled downtime may occur from time to time. We will use reasonable endeavours to minimise disruption to you.

No service level agreement applies to the Platform unless expressly agreed in writing.

4. Decision-Support Disclaimer

Not Professional Advice — The Platform is an operational decision-support tool only. Nothing on the Platform constitutes professional advice of any kind, including workforce management advice, legal advice, occupational health and safety advice, industrial relations advice or compliance advice.

All outputs generated by the Platform, including roster recommendations, compliance alerts, fatigue calculations, deficit reports and workforce coverage analysis, are provided for informational purposes only and are based on the data entered by the Client and the parameters configured within the Platform.

The Platform may utilise automated logic, rules-based processing and algorithmic outputs. The Client must not rely on any automated output without independent verification and remains solely responsible for all operational decisions.

No Guarantee of Outcomes — We do not guarantee, represent or warrant that any particular workforce, compliance, safety or operational outcome will be achieved by using the Platform. Actual outcomes will depend on a wide range of factors beyond the scope of the Platform, including but not limited to workforce availability, regulatory requirements, industrial instruments, site-specific conditions and operational circumstances that cannot be predicted or modelled with certainty.

The Platform does not replace the Client's obligation to independently assess and ensure compliance with all applicable laws, regulations, industrial instruments, enterprise agreements, workplace health and safety requirements and any other obligations relevant to its workforce operations.

Client Responsibility — The Client is solely responsible for: (a) the accuracy and completeness of all data entered into the Platform, including employee information, roster configurations and compliance parameters; (b) all workforce decisions made using or in connection with the Platform, including rostering, staffing, compliance and operational decisions; (c) ensuring that the use of the Platform and the decisions made in connection with it comply with all applicable laws, regulations, industrial instruments and workplace health and safety requirements; (d) the accuracy of any payroll, leave, entitlement or compliance calculations derived from or informed by Platform outputs; and (e) independently verifying any output generated by the Platform before relying on it for operational purposes.

We accept no responsibility for any loss, damage, cost or expense incurred by the Client or any third party as a result of any decision made, or action taken or not taken, in reliance on any output generated by the Platform.

5. Account Registration

To access the Platform, the Client must create an account (Account). The Client may designate one or more authorised users to access and use the Platform on the Client's behalf (Authorised Users).

The Client must: (a) provide accurate and complete registration information; (b) ensure that all Authorised Users keep their login credentials confidential and do not share them with any other person; (c) immediately notify us at info@redbirdgroup.com.au if the Client becomes aware of any unauthorised access to or use of the Account; and (d) ensure that all Authorised Users comply with these Terms.

The Client is responsible for all activity conducted under its Account, whether or not authorised by the Client.

We may refuse to create an Account, or suspend or cancel an existing Account, if we reasonably believe that the Client has provided inaccurate information or is in breach of these Terms.

Each Authorised User must accept the Acceptable Use Terms set out in Schedule 1 before accessing the Platform. The Client must ensure that each of its Authorised Users accepts the Acceptable Use Terms and complies with them at all times. A breach of the Acceptable Use Terms by an Authorised User will be deemed a breach of these Terms by the Client.

6. Subscription and Access

Subject to these Terms, we grant the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the applicable Subscription Period for the Client's own internal business purposes in connection with workforce planning and related operational functions.

The Client's subscription will consist of an initial minimum term (Initial Term) as agreed in the applicable order form or as specified on the Platform at the time of subscription. At the end of the Initial Term, the subscription will automatically renew for successive periods of the same duration (Renewal Term), unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

We may offer a free trial period. The duration and terms of any free trial will be specified at the time of sign-up. At the end of the free trial, the Client's access will cease unless the Client subscribes to a paid plan.

7. Fees, Payment and Billing

Pricing Model — Fees are calculated on a usage basis and comprise the following components (each as specified in the applicable order form or as displayed on the Platform at the time of subscription): (a) Profile Fee: a monthly charge for each Employee Profile that is billable during the applicable billing period; (b) Active Day Fee: a charge for each Active Day recorded for each Employee Profile during the applicable billing period; and (c) Minimum Monthly Spend: a minimum monthly fee as specified in the applicable order form. If the aggregate of Profile Fees and Active Day Fees in any billing period is less than the Minimum Monthly Spend, the Client will be charged the Minimum Monthly Spend for that period.

An Employee Profile is billable for a billing period if it has any qualifying activity during that period. For the purposes of this clause, qualifying activity includes any rostered assignment, scheduled work, or active rotation overlap within the billing period. Billing is applied on a per-period basis and is not pro-rated. An Employee Profile that becomes inactive during a billing period remains billable for that period. Each Employee Profile is counted once per billing period regardless of the number of assignments, roles, or sites.

Unless otherwise stated, all Fees are stated in Australian dollars and are exclusive of GST. GST will be added to all invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Billing and Payment — We will issue invoices monthly in arrears (or at such other intervals as agreed in writing). Payment is due within 14 days of the date of invoice, unless otherwise agreed.

If the Client fails to pay any amount by the due date, we may charge interest on the overdue amount at a rate of 2% per annum above the cash rate published by the Reserve Bank of Australia from time to time, calculated daily and compounding monthly.

We may increase the Fees by giving the Client at least 30 days' prior written notice before the start of the next billing cycle. If the Client does not agree to the increased Fees, the Client may terminate the subscription before the next billing cycle commences. If the Client continues to use the Platform after the fee increase takes effect, the Client is taken to have accepted the updated Fees.

The Client must pay all amounts due under these Terms in full without set-off, counterclaim, deduction or withholding of any kind, unless required by law.

8. Refund Policy

This clause 8 sets out our refund policy. Nothing in this clause limits or excludes any right to a remedy under the ACL (to the extent applicable).

If the Client terminates its subscription because it does not agree to updated Terms under clause 1.5 or increased Fees under clause 7.2.3, we will refund any prepaid Fees on a pro rata basis for the unused portion of the Subscription Period, calculated from the effective date of termination.

Subject to clause 8.2, if the Client terminates a subscription during the Initial Term or a Renewal Term, no refund is available for Fees already incurred or invoiced for the period up to the effective date of termination.

If we terminate the subscription for convenience under clause 17.3(c), we will refund any prepaid Fees on a pro rata basis for the unused portion of the Subscription Period.

No refund is available where the Client's Account has been suspended or terminated due to the Client's breach of these Terms.

9. Client Obligations

The Client must: (a) provide accurate and complete information when using the Platform, including all employee data, roster configurations and compliance parameters; (b) comply with all applicable laws in connection with its use of the Platform, including workplace health and safety laws, privacy laws and industrial relations laws; (c) ensure that it has obtained all necessary consents and authorisations to provide personal information to us through the Platform; (d) maintain the security and confidentiality of all Account credentials; (e) ensure that all Authorised Users use the Platform in accordance with these Terms; and (f) not use the Platform in any way that infringes the intellectual property rights of any third party.

The Client must not: (a) resell, sublicence or commercially exploit the Platform or any part of it; (b) use the Platform to develop any competing product or service; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or analytical models of the Platform; (d) upload any harmful, defamatory, offensive, illegal or infringing material to the Platform; (e) use the Platform in any manner that may damage our reputation or the integrity or security of the Platform; (f) attempt to circumvent any security or technological protection mechanism of the Platform; or (g) use automated tools, bots or scrapers to access, extract or interact with the Platform without our prior written consent.

The Client represents and warrants that all data it enters into the Platform is accurate and does not infringe any third-party rights or breach any applicable law.

10. Third-Party Integrations

The Platform may integrate with third-party systems (for example, payroll providers, HR information systems or time and attendance systems) where configured by the Client. We are not responsible for the availability, accuracy, functionality or security of any third-party system.

The Client is solely responsible for: (a) selecting and evaluating any third-party system with which the Platform integrates; (b) configuring and maintaining the integration between the Platform and any third-party system, including managing authentication credentials and access permissions; (c) ensuring that the Client holds all necessary licences, subscriptions and authorisations required to use the relevant third-party system and to enable the integration; and (d) ensuring that the transfer of data between the Platform and any third-party system complies with all applicable laws, including privacy laws.

The Client acknowledges that data exchanged between the Platform and third-party systems may be subject to the terms, conditions and privacy policies of those third-party providers. We do not warrant the accuracy or completeness of any data received from or sent to a third-party system, and we are not liable for any error, loss or discrepancy arising from the transfer of data between the Platform and a third-party system.

Without limiting clause 4, any data imported into the Platform from a third-party system is treated as Client Data and is subject to the same limitations and disclaimers that apply to data entered directly by the Client. The Client remains solely responsible for verifying the accuracy of imported data before relying on it for operational, compliance or payroll purposes.

We may modify, suspend or discontinue any third-party integration at any time, including if a third-party provider changes its terms, pricing, technical specifications or availability. We will use reasonable endeavours to provide the Client with advance notice of any material change to an integration that is likely to affect the Client's use of the Platform.

We do not guarantee real-time synchronisation with any third-party system and are not responsible for any delay, failure or inconsistency in data exchange.

11. Intellectual Property

All intellectual property rights in the Platform, including its design, source code, algorithms, models, documentation and branding (Our IP), are and remain the sole property of RedBird Group Pty Ltd (or the property of our licensors). The Client does not acquire any intellectual property rights in the Platform under these Terms.

The Client retains ownership of all data entered into the Platform by or on behalf of the Client (Client Data). The Client grants us a non-exclusive, royalty-free, non-transferable licence to use Client Data to the extent reasonably necessary to provide the Platform and perform our obligations under these Terms.

We may use anonymised, aggregated data derived from use of the Platform for analytics, product improvement and research purposes, provided that such data will not identify the Client or any individual.

12. Data Protection and Privacy

We will comply with all applicable data protection and privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles, in the performance of our obligations under these Terms.

The Client agrees to our collection, use and disclosure of personal information in accordance with our Privacy Policy, as updated from time to time, which is incorporated into these Terms by reference.

The Client acknowledges that we process personal information on behalf of the Client for the purpose of providing the Platform. The Client remains responsible for the collection and management of all personal information provided to us through the Platform, and for ensuring that such collection and provision complies with applicable privacy laws.

We will establish and maintain appropriate security procedures and safeguards for Client Data, including reasonable technical and organisational measures to protect data from unauthorised access, disclosure, loss or alteration.

The Platform uses a multi-tenant architecture in which each Client's data is logically isolated and is not accessible by other Clients.

We will promptly notify the Client after becoming aware of any actual or suspected unauthorised access to, disclosure of, or loss of Client Data (Data Breach) and will investigate and take reasonable steps to contain any Data Breach.

We use third-party infrastructure providers (including cloud hosting and related services) in connection with the operation of the Platform. The Client acknowledges and consents to the use of such subcontractors, provided that we remain responsible for their compliance with these Terms in respect of Client Data.

13. Confidentiality

Each party (Receiving Party) must keep confidential all information disclosed to it by the other party (Disclosing Party) that is designated as confidential, or that the Receiving Party knows or ought reasonably to know is confidential (Confidential Information). Confidential Information includes, in respect of RedBird, the Platform's source code, algorithms, pricing, roadmap and technical documentation, and in respect of the Client, Client Data and any operational or business information provided in connection with the Platform.

The Receiving Party must not use the Disclosing Party's Confidential Information for any purpose other than performing its obligations or exercising its rights under these Terms, and must not disclose it to any person other than its officers, employees, advisers and contractors who have a need to know and who are bound by obligations of confidentiality no less onerous than this clause 13.

The obligations in this clause 13 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure, free of any obligation of confidentiality; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of the requirement (to the extent permitted by law) and cooperates with any reasonable steps to limit the scope of disclosure.

On expiry or termination of these Terms, each party must promptly return or destroy the other party's Confidential Information (other than Client Data, which is dealt with under clause 17.4), except to the extent that retention is required by law or is reasonably necessary to exercise surviving rights under these Terms.

14. Warranties and Disclaimers

We warrant that: (a) we have the right to make the Platform available to the Client in accordance with these Terms; and (b) the Platform will perform substantially in accordance with its published description during the Subscription Period.

Subject to clause 14.3, and to the maximum extent permitted by law, all warranties, conditions and representations not expressly stated in these Terms are excluded.

Nothing in these Terms excludes, restricts or modifies any guarantee, condition or warranty implied or imposed by the ACL or any other applicable law that cannot lawfully be excluded, restricted or modified.

Without limiting clause 4, the Client acknowledges and agrees that: (a) the Platform is a decision-support tool and is not a substitute for independent professional advice or the Client's own compliance and operational assessments; (b) we do not warrant or represent that any output generated by the Platform is accurate, complete, current or suitable for any particular purpose; (c) we are not responsible for any workforce decision, compliance outcome or payroll accuracy; and (d) the Client must independently verify all outputs before relying on them for operational, compliance or payroll purposes.

15. Limitation of Liability

Subject to clauses 15.4 and 15.6, our total aggregate liability to the Client under or in connection with these Terms (whether in contract, tort including negligence, statute, equity, indemnity or otherwise) is limited to the total Fees paid by the Client in the 12 months preceding the event giving rise to the claim, or $1,000, whichever is greater.

Subject to clauses 15.4 and 15.6, we are not liable to the Client for any indirect, incidental, special or consequential loss or damage, or for loss of profits, revenue, business opportunity, goodwill, data, anticipated savings or wasted expenditure, however arising, even if advised of the possibility.

We are not responsible for any operational disruption, staffing shortfall, workforce unavailability or business interruption arising from use of, or inability to access, the Platform.

Clauses 15.1 and 15.2 do not limit or exclude our liability for: (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; or (c) any liability that cannot lawfully be limited or excluded under the ACL or any other applicable law.

To the extent the ACL applies and our liability cannot be excluded, our liability is limited (to the extent permitted by law) to the supply of the services again or the payment of the cost of having the services supplied again.

Enhanced Liability Cap — Clauses 15.1 and 15.2 do not apply to a claim arising from a breach of clause 13 (Confidentiality) or clause 12.6 (Data Breach) by us.

Our total aggregate liability for all claims arising from a breach of clause 13 or clause 12.6 is limited to the greater of: (a) the total Fees paid or payable by the Client in the 24 months preceding the event giving rise to the claim; and (b) $50,000.

For the avoidance of doubt, the enhanced cap in clause 15.6.2 is the sole and exclusive cap applying to claims under clauses 13 and 12.6, and operates in place of (and not in addition to) the general cap in clause 15.1.

16. Indemnity

The Client indemnifies and holds harmless RedBird and its officers, employees and agents from and against all claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any workforce decision made by the Client using or in connection with the Platform; (b) any claim by an employee or third party arising from the Client's use of the Platform or any data entered into the Platform by the Client; and (c) any breach of applicable law by the Client in connection with its use of the Platform.

17. Suspension and Termination

Suspension — We may suspend the Client's access to the Platform if: (a) we reasonably believe the Client is using the Platform unlawfully or in a manner that may cause material harm; (b) we are required to do so by law, regulation or court order; (c) the Client fails to pay any amount due under these Terms within 14 days of receiving a written reminder; or (d) suspension is reasonably necessary to protect the security or integrity of the Platform.

We will use reasonable endeavours to give the Client prior written notice of a suspension and will specify the reason for the suspension. Where immediate suspension is required for security, legal or regulatory reasons, we will notify the Client as soon as practicable after the suspension takes effect.

Termination by the Client — The Client may terminate these Terms by giving written notice to us. Termination takes effect at the end of the then-current Subscription Period. The Client remains liable for all Fees accrued up to the effective date of termination.

Termination by Us — We may terminate these Terms: (a) if the Client commits a material breach of these Terms and fails to remedy that breach within 14 days of receiving written notice specifying the breach and requiring its remedy; (b) if the Client commits a material breach that is not capable of remedy; or (c) for convenience, by giving the Client at least 90 days' written notice. Any applicable refund will be determined in accordance with clause 8.

Consequences of Termination — On expiry or termination of these Terms for any reason: (a) all licences granted under these Terms immediately cease; (b) the Client must immediately cease using the Platform; and (c) all accrued Fees and other amounts payable become immediately due and payable.

Following expiry or termination, the Client will have 30 days to export its data from the Platform using the available export features. We will use reasonable endeavours to make the export features available to the Client during this period, including by maintaining the Client's read-only access to the Platform for the sole purpose of data export. The Client is responsible for completing the export within this period.

Data will be made available for export in the standard formats supported by the Platform at the time of termination. We are not obliged to provide data in any custom format or to provide migration assistance, unless separately agreed in writing.

The Client acknowledges that data held in third-party systems that were integrated with the Platform is not within our control and is not included in the export. The Client is solely responsible for retrieving or managing any data held in third-party systems.

After the expiry of the 30-day export period, we will delete all Client Data associated with the Account, including all employee and workforce data, roster information, configuration settings and any other data entered by or on behalf of the Client. Deletion will be completed within a reasonable timeframe and in accordance with our standard data deletion procedures. Some data may be retained in backup systems for a limited period consistent with our standard backup rotation, after which it will be securely deleted.

On request, we will provide the Client with written confirmation that Client Data has been deleted in accordance with clause 17.4.5.

We are not liable for any loss or damage arising from the Client's failure to export its data within the 30-day period specified in clause 17.4.2.

Survival — The following clauses survive expiry or termination of these Terms: clauses 2, 4, 8, 10, 11, 12, 13, 14, 15, 16, 17.4, 17.5, 18, 20 and 21. Termination or expiry does not affect any rights or remedies accrued prior to the date of termination.

18. Dispute Resolution

If a dispute arises under or in connection with these Terms, the aggrieved party must give written notice to the other party at the relevant contact address, identifying the dispute in reasonable detail.

Within 10 Business Days of the notice under clause 18.1, the parties must attempt in good faith to resolve the dispute by negotiation.

If the dispute is not resolved within 20 Business Days of the notice under clause 18.1, either party may refer the dispute to mediation through the Australian Disputes Centre (ADC), in accordance with the ADC's Guidelines for Commercial Mediation, at the equal shared expense of the parties.

If mediation does not resolve the dispute within 30 days of the mediator being appointed (or such longer period as the parties agree), either party may commence legal proceedings.

Nothing in this clause 18 prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction.

19. Force Majeure

We are not liable for any failure or delay in performing an obligation under these Terms (other than an obligation to refund money) to the extent that the failure or delay is caused by an event beyond our reasonable control, including any act of God, natural disaster, war, terrorism, pandemic, government action, internet or cloud service outage, cybersecurity incident or power failure (Force Majeure Event).

If a Force Majeure Event continues for more than 60 days, either party may terminate these Terms by giving 14 days' written notice to the other.

20. General

Governing Law and Jurisdiction — These Terms are governed by the laws of Queensland. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Queensland (and courts of appeal from them) in respect of any dispute arising under or in connection with these Terms.

Notices — Any notice under these Terms must be in writing and sent by email. Notices to us must be sent to info@redbirdgroup.com.au. Notices to the Client will be sent to the email address associated with the Account. A notice is taken to be received at the time of transmission, unless the sender receives a delivery failure notification.

Entire Agreement and Document Hierarchy — These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between the parties in relation to the Platform and supersede all prior negotiations, representations and agreements (whether written or oral) relating to that subject matter. In the event of any inconsistency between these Terms and an order form, the order form prevails to the extent of the inconsistency, unless the order form expressly states otherwise.

Waiver — A party's failure or delay in exercising any right or remedy under these Terms does not constitute a waiver. A waiver is only effective if in writing.

Severance — If any provision of these Terms is or becomes invalid, illegal or unenforceable, it is severed to the minimum extent necessary. The validity and enforceability of the remaining provisions are not affected.

Assignment — The Client must not assign, novate or otherwise transfer any of its rights or obligations under these Terms without our prior written consent. We may assign these Terms to a related body corporate or to a successor in connection with a sale of our business or assets without the Client's consent, provided that we give the Client reasonable prior notice.

Costs — Each party bears its own costs and expenses in connection with these Terms.

21. Definitions

Acceptable Use Terms — the acceptable use terms set out in Schedule 1.

ACL — the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Account — the Client's registered account on the Platform.

Active Day — a day on which an Employee Profile is rostered, scheduled or otherwise recorded as active within the Platform.

Active Day Fee — has the meaning given in clause 7.1.1(b).

Authorised User — has the meaning given in clause 5.1.

Business Day — a day that is not a Saturday, Sunday or public holiday in Queensland.

Client — has the meaning given in clause 1.2.

Client Data — has the meaning given in clause 11.2.

Confidential Information — has the meaning given in clause 13.1.

Data Breach — has the meaning given in clause 12.6.

Effective Date — the date on which the Client accepts these Terms in accordance with clause 1.2.

Employee Profile — a profile created within the Platform for an individual employee or worker of the Client for the purposes of workforce planning and rostering.

Fees — the fees payable by the Client, as described in clause 7.

Force Majeure Event — has the meaning given in clause 19.1.

GST — has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Initial Term — has the meaning given in clause 6.2.

Minimum Monthly Spend — has the meaning given in clause 7.1.1(c).

Our IP — has the meaning given in clause 11.1.

Platform — the Workforce Stability workforce planning platform, including all updates, modifications and enhancements made available from time to time.

Privacy Policy — our privacy policy, as updated from time to time.

Profile Fee — has the meaning given in clause 7.1.1(a).

Renewal Term — has the meaning given in clause 6.2.

Subscription Period — the period for which the Client's subscription is active, being the Initial Term and any Renewal Terms.

Terms — these Terms and Conditions of Use, as amended from time to time in accordance with clause 1.5.

Schedule 1 — Acceptable Use Terms

Introduction — These Acceptable Use Terms govern your individual access to and use of the Platform. They form part of the Terms and Conditions of Use between RedBird and the Client. Your access to the Platform is provided under the Client's subscription agreement with RedBird. By accessing or using the Platform, you agree to be bound by these Acceptable Use Terms. If you do not agree to these Acceptable Use Terms, you must not access or use the Platform.

Your Access — Your access to the Platform is subject to the Client's subscription with us. We or the Client may suspend or revoke your access at any time, with or without notice. If the Client's subscription expires or is terminated, your access will cease.

You must: (a) keep your login credentials confidential and not share them with any other person; (b) immediately notify your organisation's Platform administrator if you become aware of any unauthorised access to or use of your account; and (c) only access the Platform for the purposes authorised by the Client. You are responsible for all activity conducted under your account.

Decision-Support Tool — The Platform is a decision-support tool only. It does not make or enforce operational decisions. All outputs generated by the Platform, including roster recommendations, compliance alerts, fatigue calculations and workforce coverage analysis, are provided for informational purposes only.

You must not treat any output generated by the Platform as a substitute for independent professional judgement or your organisation's own compliance and operational processes. Any operational decisions made using or in connection with the Platform remain the responsibility of the Client and the individuals who make those decisions.

Acceptable Use — You must not: (a) access or use the Platform for any purpose other than the purposes authorised by the Client; (b) access, copy, export or disclose any data from the Platform except as required for your authorised role and in accordance with the Client's instructions; (c) attempt to access data belonging to any other organisation or user on the Platform; (d) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or analytical models of the Platform; (e) use automated tools, bots or scrapers to access, extract or interact with the Platform; (f) upload any harmful, defamatory, offensive, illegal or infringing material to the Platform; (g) use the Platform in any manner that may damage our reputation or the integrity or security of the Platform; or (h) attempt to circumvent any security or technological protection mechanism of the Platform.

Confidentiality — You acknowledge that the Platform and the data accessible through it contain confidential information belonging to RedBird and to the Client (including employee and workforce data). You must not disclose, share or use any information accessed through the Platform except as required for your authorised role and in accordance with the Client's instructions. This obligation continues after your access to the Platform ceases.

Intellectual Property — All intellectual property rights in the Platform, including its design, source code, algorithms, models, documentation and branding, are and remain the sole property of RedBird (or the property of our licensors). You do not acquire any intellectual property rights in the Platform under these Acceptable Use Terms.

Privacy — We collect and process personal information in connection with the Platform in accordance with our Privacy Policy. By using the Platform, you acknowledge that you have read and understood our Privacy Policy. You must handle any personal information you access through the Platform in accordance with your organisation's privacy policies and applicable privacy laws.

Limitation of Liability — To the maximum extent permitted by law, RedBird is not liable to you for any loss or damage arising from your use of the Platform, including any loss arising from reliance on any output generated by the Platform. Nothing in these Acceptable Use Terms excludes, restricts or modifies any guarantee, condition or warranty implied or imposed by the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted or modified.

Suspension and Termination — We may suspend or terminate your access to the Platform at any time if: (a) you breach these Acceptable Use Terms; (b) the Client requests that your access be revoked; (c) the Client's subscription expires or is terminated; or (d) we reasonably consider it necessary for the security or integrity of the Platform.

On termination of your access, you must immediately cease using the Platform and must not retain any data or materials obtained from the Platform, except to the extent required by the Client in connection with your role.

General — These Acceptable Use Terms are governed by the laws of Queensland. These Acceptable Use Terms are supplementary to, and do not replace, the terms of your employment or engagement with the Client.

Contact Us

For further information about these Terms, please contact us at info@redbirdgroup.com.au.