Certified Installer Terms

Parties

1. SOARR Pty Ltd ACN 696 424 898 trading as NOVON HQ, of 79–81A Regent Street, Redfern NSW 2016 (SOARR).

2. The individual named in the acceptance block, who carries on business under the ABN stated there (the Installer, you).

Background

(A) SOARR supplies fixed-price automation Kits to its clients and is responsible to its clients for their installation.

(B) The Installer carries on an independent business providing technology services and wishes to be certified to install Kits for SOARR on a job-by-job basis.

(C) SOARR engages the Installer, and the Installer accepts each Job, as an independent contractor on these terms.

Agreed terms

1. Definitions and interpretation

1.1 In these terms:

(a) Acceptance Tests, Automation, Business Day, Business Facts, Client, Client Accounts, Client Data, Configured Workflows, Draft Mode, Kit, Kit Materials, Personal Information, Platform, Project Architect, Setup Fee, Sign-off, Third-Party Services and Warranty Period have the meanings given in SOARR's Automation Services Agreement (NOVON-LEG-KIT-01), a copy of which SOARR makes available to the Installer, and Handle has the meaning given in the Data Processing Schedule (NOVON-LEG-KIT-02).

(b) Certification means SOARR's certification of the Installer to install a particular Kit, under clause 4.

(c) Data Rules means SOARR's Data Processing Schedule (NOVON-LEG-KIT-02) as it applies to Certified Installers, and the Installer Access Rules in Schedule 2.

(d) Installer Fee means the fee for a Job under clause 7.

(e) Job means the installation of one or more Kits for one Client, as described on a Job Card that the Installer has claimed.

(f) Job Card means the description of a Job published on the Platform, in the form of Schedule 1.

(g) Kit Standards means, for a Kit, its setup checklist, Acceptance Tests, guardrails, risk notes and handover requirements, which describe the result a Job must achieve.

(h) Talent Deed means the Deed of Confidentiality, Intellectual Property and Non-Circumvention (Talent and Lab Access) that the Installer signed when joining the Platform.

(i) Work Product means everything the Installer creates in performing a Job or Certification, including configurations, workflow changes, prompts, test records, notes, screenshots and suggested improvements to a Kit.

1.2 Headings are for convenience only. "Including" does not limit. Amounts are in Australian dollars.

2. Independent contractor

2.1 The Installer is an independent contractor carrying on their own business. Nothing in these terms makes the Installer an employee, partner, agent or joint venturer of SOARR or of any Client.

2.2 The Installer decides whether to claim any Job, when and where to do the work, in what order, and with what equipment, subject only to completing the Job to the Kit Standards within the window agreed when the Job was claimed.

2.3 There is no minimum or guaranteed amount of work. SOARR is not obliged to offer Jobs and the Installer is not obliged to claim them. Declining or not claiming a Job has no consequence for the Installer's Certification or rating.

2.4 The Installer is free to provide services to anyone else, including other platforms and businesses, provided the Installer complies with clauses 10 and 17.

2.5 The Installer supplies and maintains their own computer, internet connection and software licences needed to perform Jobs, other than access to SOARR's systems and the Client Accounts.

2.6 The Installer must not hold themselves out as an employee of SOARR. In dealing with Clients the Installer may describe themselves as a "NOVON Certified Installer".

3. Eligibility

3.1 To be certified the Installer must: (a) be at least 18 years old; (b) hold an active ABN; (c) be lawfully entitled to perform the work in Australia, including under the conditions of any visa they hold; (d) be invited by SOARR and currently enrolled at an Australian university; (e) have had their identity and enrolment confirmed, and a National Police Check obtained from an accredited body and issued no more than 3 months earlier sighted by SOARR, with their consent; (f) have signed the Talent Deed and these terms; and (g) complete SOARR's privacy and security induction.

3.2 The Installer must tell SOARR promptly if any of these stops being true, including any change to a visa condition that limits the work the Installer may do.

3.3 SOARR will assess any outcome disclosed on a Police Check individually, against the access the work requires, and will discuss it with the Installer before deciding.

4. Certification

4.1 SOARR certifies Installers Kit by Kit. To be certified on a Kit the Installer must complete SOARR's training for that Kit (currently one day, which may be taken at a time of the Installer's choosing) and pass a full test installation in SOARR's sandbox accounts.

4.2 SOARR pays a Certification Fee of A$150 for each Kit on which the Installer passes the test installation.

4.3 The Installer's first Job after Certification is supervised: a Project Architect works alongside the Installer and reviews the work. The full Installer Fee is payable for a supervised Job.

4.4 When a Kit changes materially, SOARR may require a short refresher before the Installer claims further Jobs for that Kit. SOARR will tell the Installer what is required and how long it should take.

4.5 Certification is personal to the Installer and may not be transferred.

5. Job Cards and claiming Jobs

5.1 SOARR publishes each available Job as a Job Card on the Platform, showing the Kit, the Installer Fee, the target installation window and the systems involved, before anyone claims it.

5.2 Only Installers certified on the Kit may claim a Job. Where more than one Installer wishes to claim a Job, SOARR offers it according to published criteria, being the Installer's rating, the number of completed Jobs on the Kit, availability in the target window, and fair rotation among Installers of similar rating. SOARR will not change the criteria without 14 days' notice.

5.3 By claiming a Job the Installer accepts it on the terms of the Job Card and these terms. The Installer and the Project Architect then confirm the installation window through the Platform.

5.4 If the Installer can no longer complete a claimed Job, they must release it through the Platform as early as possible. Releasing a Job before any access is granted has no consequence. Repeated late releases may be taken into account under clause 12.

6. Performing a Job

6.1 The Installer must perform each Job: (a) with due care and skill; (b) to the Kit Standards; (c) in accordance with the Data Rules; and (d) in compliance with all applicable laws.

6.2 The Kit Standards describe the result required and the security and quality rules that protect the Client. They do not govern the Installer's hours, place of work or order of tasks, which are the Installer's to decide.

6.3 Every Automation must be installed in Draft Mode. The Installer must not switch on any automatic action, or disable any guardrail or disclosure required by the Kit Standards.

6.4 The Installer must run the Acceptance Tests and record the results on the Platform. The Project Architect then checks the work. If the Project Architect identifies a defect, the Installer must fix it within a reasonable time.

6.5 The Installer must communicate with the Client only through the Platform, must be courteous and professional, and must refer to the Project Architect any request that is outside the Kit, any complaint, and any question about price or scope. The Installer must not agree a variation, discount or extra work with a Client.

7. Fees and payment

7.1 Installer Fee. The Installer Fee for a Job is 50% of the Setup Fee for the Kits in the Job, exclusive of GST (where SOARR is not registered for GST, of the whole Setup Fee), and is stated on the Job Card before the Job is claimed.

7.2 When paid. SOARR must pay the Installer Fee within 5 Business Days after Sign-off of the Job (including deemed Sign-off under the Automation Services Agreement), whether or not the Client has paid SOARR anything further. The Installer Fee is not reduced by any platform fee.

7.3 Client cancellation. If a Job ends without Sign-off for a reason that is not the Installer's fault (for example, the Client cancels or does not provide access), SOARR must pay the Installer a fair proportion of the Installer Fee for the work performed, being not less than 25% of the Installer Fee once the Installer has begun installation, or such higher amount as reflects the work done.

7.4 Installer cannot finish. If the Installer releases a Job after starting it, or does not complete it within the agreed window (as extended for any delay not caused by the Installer), SOARR may reassign the Job. The Installer is then paid a fair proportion of the Installer Fee for work that the replacement installer is able to use, as agreed between SOARR and the Installer or, failing agreement, as determined under clause 20.

7.5 Warranty fixes. Fixing a defect caused by the Installer's installation during the Warranty Period is included in the Installer Fee (clause 8).

7.6 Support tickets. SOARR may offer the Installer paid support work after the Warranty Period at the per-ticket fee stated in the offer. Accepting support work is optional.

7.7 GST and invoices. The Installer issues its own invoice (a tax invoice if registered for GST) through the Platform for each Job. If the Installer is registered for GST, SOARR pays GST on the Installer Fee in addition. SOARR will not issue recipient-created tax invoices unless both parties are registered for GST and have signed a separate RCTI agreement.

7.8 No ABN. If the Installer does not quote a valid ABN, SOARR may be required to withhold an amount from the payment at the rate the ATO requires.

7.9 No other deductions. SOARR must not deduct or set off any amount from an Installer Fee except under clause 7.8, or an amount the Installer has agreed in writing after the event.

7.10 Expenses. The Installer bears their own business expenses. SOARR reimburses any third-party cost that SOARR asks the Installer in writing to incur.

8. Warranty fixes

8.1 During the Warranty Period for a Job, the Installer must, if asked by SOARR, fix any defect that results from the Installer's installation, within 2 Business Days of the request or a longer time agreed.

8.2 A problem caused by the Client, a change to a Third-Party Service or a Kit design issue is not the Installer's defect. If SOARR asks the Installer to help with it, that is paid support work under clause 7.6.

8.3 If the Installer is unavailable for a warranty fix, SOARR may have another installer or its own staff do it, at no cost to the Installer.

9. Access and security

9.1 The Installer must comply with the Installer Access Rules in Schedule 2 at all times. In summary, the Installer must:

(a) access Client Accounts only through delegated sign-in (OAuth) approved by the Client, or through the Client's vault in SOARR's password manager;

(b) never ask a Client to send a password by email, text, chat or phone, and never accept one sent that way;

(c) never copy, export, store, write down, screenshot or reuse any Client credential, key or token, and never use it for any other purpose or client;

(d) use multi-factor authentication on every account that can reach a Client Account, the vault or the Kit library;

(e) work only from a device with full-disk encryption, a screen lock and current security updates, that is not shared with anyone else;

(f) not download Client Data to a device except transiently to complete a task, and delete it immediately afterwards;

(g) not paste Client Data into any AI tool, website or service other than the systems in the Kit; and

(h) sign out and relinquish access on Sign-off, and confirm this on the Platform.

9.2 The Installer must tell SOARR immediately, and in any event within 12 hours, through the urgent channel in Schedule 2, if they suspect that a credential, device or account has been compromised, or that Client Data has been accessed or disclosed without authority, and must follow SOARR's directions to contain the incident.

10. Confidentiality and privacy

10.1 The Installer must keep confidential all Client Data, Business Facts, Kit Materials and information about SOARR's Clients and pricing, use it only to perform Jobs, and not disclose it to anyone except SOARR, the Client concerned, or as required by law.

10.2 The Installer must Handle Personal Information only in accordance with the Data Rules, which apply the standard of the Australian Privacy Principles, and only for the Job.

10.3 The Installer must access Client Accounts only for the task in hand and must never browse, search or read Client Data for any other purpose. The Installer acknowledges that a serious invasion of privacy that is intentional or reckless is actionable against them personally under Schedule 2 to the Privacy Act 1988 (Cth).

10.4 The Installer must not publish, post or show anything about a Client or its data, including in a portfolio, resume, thesis or social media, without SOARR's and the Client's written consent. The Installer may describe their experience in general terms, such as "installed AI inbox automations for small businesses".

10.5 This clause survives the end of these terms without limit in time for Personal Information and trade secrets, and for five years for other confidential information.

11. Substitution and subcontracting

11.1 The Installer may arrange for another NOVON Certified Installer who is certified on the Kit to perform all or part of a claimed Job in their place, by notifying SOARR through the Platform before the substitute is given any access. The Installer remains responsible to SOARR for the Job and for paying the substitute, unless SOARR agrees to transfer the Job.

11.2 The Installer must not subcontract or delegate any part of a Job to a person who is not a NOVON Certified Installer on that Kit, or give such a person access to any Client Account or Client Data. This restriction exists because Client Accounts may be accessed only by people bound by the Data Rules and certified by SOARR.

12. Ratings and performance

12.1 After each Job the Client and the Project Architect may rate the Installer against published criteria: quality of the installation, security compliance, communication and timeliness.

12.2 The Installer can see every rating and comment about them on the Platform and may add a response that SOARR will consider.

12.3 Ratings are used in the claim criteria in clause 5.2 and for Certification decisions under clause 13. SOARR will not act on a rating alone to suspend or remove Certification: a person at SOARR will review the circumstances and follow clause 13.

13. Suspension and removal of Certification

13.1 Warning first. Before removing the Installer's Certification or access to the Platform for a reason relating to the Installer's conduct or capacity, SOARR must give the Installer a written warning stating the reason, that removal may follow if the matter is not remedied or recurs, and that the Installer may seek support from a person of their choosing (other than a lawyer acting professionally).

13.2 Notice and response. If SOARR then considers removal is justified, it must give the Installer a preliminary notice stating the reason and inviting a response within at least 5 Business Days, and must make a representative available to discuss it if the Installer asks. A person at SOARR must consider the Installer's response before deciding.

13.3 Decision. SOARR must tell the Installer its decision in writing. If it decides to remove Certification or access, the notice must state the reason, when it takes effect, and when and how any money owed will be paid.

13.4 Serious matters. Clauses 13.1 and 13.2 do not prevent SOARR from immediately suspending access for up to 7 Business Days where it reasonably believes it is necessary to protect the health, safety or security of any person or any Client's data, or where the Installer is reasonably suspected of fraud, dishonesty, misuse of credentials or Client Data, or harassment. SOARR must then promptly follow clauses 13.2 and 13.3. SOARR may remove Certification without a prior warning for serious misconduct.

13.5 Suspension or removal does not affect the Installer's right to be paid for work performed.

13.6 Any suspension notice will state when it takes effect and what access remains; while suspended the Installer can read and respond to notices in the Platform; if a suspension is lifted or Certification restored, the Installer's rating and standing are restored to no lower than before; and SOARR keeps a record of each step for 7 years. Automated message checks on Kit Job threads never by themselves lead to suspension or removal of Certification.

14. Insurance and liability

14.1 Insurance. The Installer is not required to hold professional indemnity or public liability insurance to perform remote Jobs. SOARR is responsible to Clients for the Installer's work under clause 14.3, and will tell the Installer on request what insurance SOARR holds and whether it extends to Certified Installers.

14.2 Installer's liability. The Installer's total liability to SOARR arising out of a Job is limited to the Installer Fee for that Job, except for loss caused by the Installer's fraud, dishonesty, wilful misconduct, or deliberate breach of clause 9 or 10.

14.3 SOARR is responsible to Clients. As between SOARR and the Installer, SOARR is responsible to the Client for the Job, and SOARR will not seek to recover from the Installer any amount beyond clause 14.2.

14.4 Nothing in these terms limits a right that cannot lawfully be limited.

15. Work health and safety

15.1 The Installer performs Jobs remotely, from a place of their choosing. The Installer must take reasonable care for their own health and safety while doing so.

15.2 SOARR acknowledges that it owes duties under the Work Health and Safety Act 2011 (NSW) to workers, which include contractors. The Installer may raise any health or safety concern about a Job with SOARR at any time, including excessive time pressure, and SOARR will consider it promptly.

15.3 A Job never requires the Installer to attend a Client's premises. If a Client asks the Installer to attend, the Installer must refer the request to the Project Architect.

16. Intellectual property

16.1 The Installer assigns to SOARR all present and future intellectual property rights in the Work Product, with effect from creation. SOARR may in turn assign Client-specific parts of the Configured Workflows to the Client, as provided in the Automation Services Agreement.

16.2 The Installer retains ownership of their pre-existing tools, knowledge and skills, and anything they create independently of Jobs. The Installer must not include in any Work Product any pre-existing material, open-source code or third-party material without SOARR's prior consent. If they do so with consent, the Installer grants SOARR and its Clients a perpetual, royalty-free, non-exclusive licence to use it as part of the Work Product.

16.3 To the extent permitted by the Copyright Act 1968 (Cth), the Installer consents to SOARR, its Clients and their successors doing or omitting to do anything in relation to the Work Product that would otherwise infringe the Installer's moral rights, including altering it and using it without attribution.

16.4 The Installer must sign any document SOARR reasonably requests, at SOARR's cost, to confirm clause 16.1.

17. Non-solicitation

17.1 For 6 months after the Installer's last Job for a particular Client, the Installer must not, other than through the Platform, provide or offer to provide that Client with automation, AI-assistant or workflow services of the kind supplied in any Kit.

17.2 Clause 17.1 does not prevent the Installer from: (a) working for a business with which the Installer had a relationship before the introduction, shown by records; (b) responding to general advertising or public job postings; (c) taking employment with any business; or (d) providing the services with SOARR's written consent. SOARR will quote a reasonable buy-out on request, as described in clause 12.1 of the Terms of Service.

17.3 For each Client the Installer worked with on a Kit Job, this clause 17 replaces clauses 6, 7, 13.3 and 13.5 of the Talent Deed, clauses 2 and 6 of any Platform Conduct Deed the Installer has signed, and clause 4 of the Terms of Service. Each party's signature or electronic acceptance of these terms is a variation of the Talent Deed and of that Platform Conduct Deed, in writing signed by both parties.

18. Tax, superannuation and records

18.1 The Installer is responsible for their own income tax, GST (if registered) and any other tax on amounts received.

18.2 SOARR will assess, for each Installer and at least annually, whether it has any superannuation guarantee obligation in respect of the Installer (including under section 12(3) of the Superannuation Guarantee (Administration) Act 1992 (Cth)) and, if it does, will make the contributions required. Any such contribution is in addition to the Installer Fee.

18.3 SOARR will give the Installer a statement of all payments made, on request and at the end of each financial year.

19. Term and ending these terms

19.1 These terms start when both parties accept them and continue until ended under this clause.

19.2 Either party may end these terms for convenience by giving 14 days' notice through the Platform. The Installer may complete, and will be paid for, any Job already claimed, unless the parties agree otherwise.

19.3 SOARR may end these terms following removal of all the Installer's Certifications under clause 13.

19.4 On ending, the Installer must immediately relinquish all access to Client Accounts, the vault and the Kit library, delete any Client Data or Kit Materials in their possession, and confirm this in writing. SOARR must pay all amounts owing within 10 Business Days.

19.5 Clauses 7, 9.2, 10, 14, 16, 17, 18, 19.4 and 20 survive.

20. Disputes

20.1 Either party may raise a dispute about these terms or a Job with the other through the Platform or by email to legal@novonhq.com.au. The parties must try in good faith to resolve it within 15 Business Days, including by a discussion with a person at SOARR who was not involved in the decision under dispute.

20.2 If it is not resolved, either party may refer it to mediation, with SOARR paying the mediator's fees. Nothing in this clause limits any right the Installer has to apply to the Fair Work Commission, a court or a tribunal.

21. General

21.1 Relationship with other documents. These terms apply together with the Terms of Service and the Talent Deed. For Kit Jobs, if there is an inconsistency, these terms prevail, except that the confidentiality obligations in the Talent Deed apply to the extent they are stricter.

21.2 Changes. SOARR may change these terms by giving at least 30 days' notice. A change does not apply to a Job already claimed. If the Installer does not accept a change, the Installer may end these terms before it takes effect. A change to the percentage in clause 7.1 applies only to Job Cards published after it takes effect.

21.3 Notices. Notices may be given through the Platform or by email: to SOARR at legal@novonhq.com.au, and to the Installer at the email in their Platform profile.

21.4 Governing law. These terms are governed by the laws of New South Wales.

21.5 Electronic acceptance. These terms may be accepted electronically through the Platform, and an electronic acceptance has the same effect as a handwritten signature. These terms are an agreement, not a deed.

21.6 Severance and waiver. A provision that is unenforceable is read down or severed. A failure to exercise a right is not a waiver of it.

Schedule 1 · Job Card (template)

Schedule 2 · Installer Access Rules

These rules protect Clients and their customers. Breaching them deliberately is serious misconduct.