Terms of Service

1. Who we are and what these terms cover

1.1 The Novon application and website (the Platform) are operated by SOARR Pty Ltd ACN 696 424 898 (SOARR, we, us). These Terms of Service form a binding agreement between you and SOARR.

1.2 By creating an account or using the Platform you accept these terms. If you do not accept them, do not use the Platform.

1.3 Additional terms apply to particular users. Talent members also execute a Deed of Confidentiality, Intellectual Property and Non-Circumvention. Businesses on a paid plan are also subject to the Fees and Payments terms. Where a deed and these terms conflict, the deed prevails to the extent of the inconsistency.

1.4 We may update these terms. If a change materially affects your rights we will give you at least 14 days' notice in the app or by email before it takes effect, and you may close your account before it does.

2. Eligibility and accounts

2.1 You must be at least 16 years old to create an account and at least 18 years old to accept paid work or access the Redfern facility. We may ask you to verify your age or identity.

2.2 You must provide accurate information and keep it current. You are responsible for activity under your account and for keeping your credentials secure.

2.3 You may close your account at any time from Settings. Closing your account deletes your personal information in accordance with our Privacy Policy, subject to records we are required to keep (including executed deeds and financial records).

3. What SOARR is, and what it is not

3.1 SOARR is an introduction, matching and project-management platform. We introduce businesses to skilled people, provide tools to scope and manage that work, and provide access to our facility.

3.2 Talent members are independent contractors, not employees of SOARR or of any business introduced through the Platform, unless separately agreed in writing. Talent members are responsible for their own taxation, insurance and superannuation obligations.

3.3 Except where we expressly agree to deliver work ourselves, SOARR is not a party to the engagement between a business and a talent member. We do not guarantee the quality, timeliness or outcome of work performed by another user.

3.4 AI-generated analysis, including any Business Twin, Blueprint, opportunity score, saving estimate or recommendation, is an estimate produced by software for planning purposes only. It is not financial, legal, engineering or professional advice, may contain errors, and must not be relied on as the sole basis for a business decision. You should obtain your own professional advice.

4. All dealings stay on the Platform

4.1 Our fees are earned on work arranged through the Platform. You must conduct all communication, negotiation, scoping, invoicing and payment with any person you meet through SOARR on the Platform.

4.2 During your use of the Platform, and for 12 months after your last engagement with a person introduced through it, you must not: (a) exchange phone numbers, email addresses, social handles or other off-platform contact details with that person; (b) arrange or accept payment for work outside the Platform; or (c) engage that person for work of a kind offered through SOARR other than through the Platform.

4.3 Messages you send are end-to-end encrypted, so SOARR cannot read their content. The Platform applies automated checks on your own device which block and record messages appearing to contain contact details or off-platform payment arrangements. You must not attempt to evade or disable those checks, including by disguising contact details.

4.4 Clause 4.2 does not apply to a person with whom you can demonstrate, by records predating the introduction, a pre-existing business relationship independent of SOARR.

4.5 If you breach this clause we may suspend or close your account and recover from you an amount equal to the fees we would have earned, being 30% of the value of the circumvented engagement or $2,000, whichever is greater. You agree this is a genuine pre-estimate of our loss and not a penalty.

5. Your content and conduct

5.1 You retain ownership of content you submit. You grant SOARR a non-exclusive, royalty-free licence to host, store, reproduce and display that content for the purpose of operating the Platform.

5.2 You must not submit content that is unlawful, misleading, defamatory, discriminatory, harassing, obscene, infringing, or that impersonates another person. Our Acceptable Use policy sets out the full standard.

5.3 We provide tools to report and block other users. We review reports and may remove content or suspend accounts. We may remove content without notice where we consider it unlawful or unsafe.

5.4 Contact details in uploaded documents, including resumes, are automatically removed before other users see them.

6. Facility access

6.1 Access to the SOARR facility is a revocable licence, not a lease or any interest in land, and may be withdrawn at any time.

6.2 You must complete any required induction, follow all safety directions and signage, use equipment only as authorised, and immediately report any injury, incident or damage.

6.3 You must not access, operate, photograph or interfere with another user's machine, print, project or data.

7. Fees

7.1 Fees are set out in the Fees and Payments terms and are disclosed in the Platform before you commit to an engagement or a subscription.

7.2 Where you purchase a subscription through Apple's App Store or Google Play, that purchase is also subject to the store's terms, and cancellations and refunds are handled through your store account.

8. Australian Consumer Law

8.1 Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or any other law that cannot lawfully be excluded.

8.2 Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures you are entitled to a replacement or refund, and to compensation for any other reasonably foreseeable loss or damage. You are also entitled to have services remedied if they are not of acceptable quality and the failure is not major.

8.3 Subject to clause 8.1, our liability to you for any claim connected with the Platform is limited, at our option, to resupplying the relevant service or paying the cost of having it resupplied, and we are not liable for indirect or consequential loss, loss of profit, or loss of opportunity.

8.4 Subject to clause 8.1, we are not liable for the acts or omissions of another user, including the quality, safety or legality of work they perform.

9. Suspension and termination

9.1 We may suspend or close your account where you breach these terms, attempt to circumvent the Platform, behave unsafely, or provide false information. Where practical we will tell you why and give you a chance to respond.

9.2 You may close your account at any time. Clauses 4, 5.1, 8 and 10 survive termination.

10. Intellectual property

10.1 Ours stays ours. The Platform, the SOARR name and marks, the Business Twin, the Blueprint engine, the matching logic and everything we build to run this service remain our property. Using SOARR grants you a limited, revocable, non-exclusive licence to use it for its intended purpose, and nothing more.

10.2 Background IP stays with whoever brought it. Anything a party owned before an engagement, or develops independently of it, remains theirs. Being paid to build something does not transfer the tools used to build it.

10.3 Work product. Unless the engagement says otherwise in writing, intellectual property created by a Specialist specifically for a Business in the course of a paid engagement is assigned to that Business on full payment of the relevant invoice. Until payment is made in full, the Specialist retains ownership and the Business has no licence to use it.

10.4 Your content. You keep ownership of what you upload. You grant us a licence to host, store, back up, transmit and display it strictly so we can operate the Platform for you, and to keep records we are required to keep. That licence ends when the content is deleted, except for copies inside backups and records we must retain.

10.5 Moral rights. Where an assignment under 10.3 applies, the individual creator consents to acts or omissions that would otherwise infringe their moral rights, to the extent permitted by the Copyright Act 1968 (Cth).

10.6 Feedback. If you tell us how to improve SOARR, we may use that without owing you anything. This does not give us rights over your confidential information or your work product.

10.7 Third-party materials. You must not introduce third-party code, data or designs into work delivered through SOARR unless you have the right to do so and you disclose the licence terms. Open-source components must be identified with their licences before delivery.

11. Confidentiality

11.1 Each party must keep the other's confidential information confidential, use it only for the engagement, and protect it at least as carefully as its own.

11.2 Confidential information includes briefs, Business Twin content, Blueprints, pricing, customer lists, technical information, and the existence and terms of an engagement.

11.3 It does not include information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law — and where disclosure is compelled by law, the disclosing party must give notice first where it is lawful to do so.

11.4 These obligations survive the end of your account by five years, and indefinitely for anything that is a trade secret.

11.5 Separate confidentiality and non-circumvention deeds may be required before certain engagements. Those deeds sit alongside these terms, and where they are stricter, they prevail.

12. Non-circumvention

12.1 SOARR's only commercial return is the fee earned when work is arranged and delivered on the Platform. Taking a relationship introduced by SOARR off the Platform to avoid that fee is the one thing that makes the service impossible to run, and it is a material breach of these terms.

12.2 For 12 months after the last introduction or engagement, you must not directly or indirectly engage, solicit or contract with a party introduced through SOARR for services of the kind offered on the Platform, except through the Platform.

12.3 If you want to take a relationship off-platform — to hire someone permanently, for instance — tell us. There is a buy-out and we will quote it. Asking is always cheaper than being caught.

12.4 Where a breach of 12.2 is established, we may charge, as a genuine pre-estimate of our loss, the fees we would have earned on that engagement, and suspend or close the account.

13. Independent contractors, not employees

13.1 Specialists engage with Businesses as independent contractors. Nothing in these terms creates employment, partnership, joint venture or agency between any of us.

13.2 Specialists are responsible for their own tax, and for their own insurance except where we state we carry it. A Specialist who quotes no ABN will have amounts withheld at the rate the ATO requires.

13.3 Superannuation. A contract that is wholly or principally for a person's labour may attract a superannuation guarantee obligation under s 12(3) of the Superannuation Guarantee (Administration) Act 1992 (Cth), whether or not the parties call it a contract for services. Businesses are responsible for assessing their own obligations, and we recommend you take advice. We will provide the engagement records you need to do that.

13.4 Nothing here excludes any entitlement under the Fair Work Act 2009 (Cth) that applies as a matter of law.

14. Insurance

14.1 Businesses must hold the insurances a reasonable operator in their industry would hold, including public liability, and must not require anyone to work in conditions their policies would not cover.

14.2 Specialists working on a client site or in a facility must tell us in advance if they hold no personal insurance, so we can tell them what our cover does and does not extend to.

14.3 We do not insure your business risk, your property, or the commercial outcome of any engagement.

15. Warranties and disclaimers

15.1 You warrant that you have authority to enter these terms, that the information you give us is true, and that your use of SOARR will not breach any law or any obligation you owe someone else.

15.2 We warrant that we will provide the Platform with due care and skill. Beyond that, and beyond the guarantees in section 8, the Platform is provided as-is.

15.3 We are an introduction and coordination platform. We do not perform the engaged work, we do not supervise it day to day, and we do not warrant any particular commercial result. Verification badges reflect documents we have checked; they are not a guarantee of performance.

15.4 This is not professional advice. Nothing produced on the Platform — including a Blueprint, an opportunity score, a saving estimate or a consultation — is legal, financial, tax, engineering certification or medical advice. Estimates are estimates. Get your own advice before you commit capital or rely on a figure.

16. Artificial intelligence

16.1 Parts of SOARR are produced by AI, including Business Twin analysis, Blueprint recommendations, matching, translation, credential assessment and message screening. Where AI has produced something, we say so.

16.2 AI output can be wrong, incomplete or out of date. Check anything you intend to act on. Do not rely on AI output for anything safety-critical.

16.3 A machine never has the last word on your account. Automated screening can raise a strike and an accumulation of strikes can suspend an account, but every suspension can be appealed and every appeal is decided by a person.

16.4 We do not sell your content, and we do not permit our AI providers to train their general models on it.

16.5 You must not use SOARR to build or train a competing matching or marketplace product, or to scrape profiles, pricing or availability.

17. Liability

17.1 This section is subject to section 8 in every respect. Nothing here limits liability that cannot lawfully be limited, including under the Australian Consumer Law, or for fraud, death or personal injury caused by negligence.

17.2 Subject to 17.1, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of goodwill, loss of opportunity, or loss or corruption of data.

17.3 Subject to 17.1, our total aggregate liability arising out of the Platform in any 12-month period is limited to the greater of the fees you paid us in that period, or A$500.

17.4 Each party's liability is reduced to the extent the other party caused or contributed to the loss.

17.5 You must take reasonable steps to mitigate any loss.

18. Indemnity

18.1 You indemnify us against claims, loss and reasonable costs arising from your breach of these terms, your infringement of someone else's rights, your unlawful conduct, or content you put on the Platform.

18.2 This indemnity is reduced to the extent we caused the loss, and does not apply to anything section 8 protects you on.

18.3 We will tell you promptly of any claim, let you take conduct of the defence where it is reasonable, and not settle without your consent, which you must not unreasonably withhold.

19. Disputes

19.1 Between users. Raise it in the app first. If it concerns a payment held for an engagement, we hold those funds until the dispute is resolved or a decision is made under 19.2.

19.2 Our determination. Where an engagement is disputed we may make a reasonable determination on the release of held funds, having considered what both parties provide. That determination binds the release of funds but does not decide the parties' underlying legal rights, and does not stop either party going to court or to a tribunal.

19.3 With us. Contact us at legal@soarrindustries.com.au with the detail. We will respond within 10 business days and both parties must negotiate in good faith for 20 business days before starting proceedings, except for urgent injunctive relief.

19.4 Nothing here prevents you complaining to the ACCC, a state fair trading office, or the Office of the Australian Information Commissioner.

20. Records

20.1 We keep records of engagements, payments, tax invoices, signed deeds and moderation decisions, because we are required to and because they protect everyone. Financial records are kept for a minimum of five years as required by the Corporations Act 2001 (Cth) and tax law.

20.2 Deleting your account removes your profile from the Platform. It does not delete records we must keep, and it does not delete the other party's copy of a deed you signed with them.

20.3 You may request a copy of anything we hold about you at any time under section 9 of our Privacy Policy.

21. Suspension, security and force majeure

21.1 We may suspend the Platform to deal with a security incident, and will tell you as soon as it is safe to.

21.2 You must keep your credentials secure, use two-factor authentication where offered, and tell us at once if you suspect unauthorised access.

21.3 Neither party is liable for failure caused by something genuinely beyond its reasonable control. This does not excuse an obligation to pay money already owed.

22. Changes to these terms

22.1 We may change these terms. For a change that materially disadvantages you we will give at least 30 days' notice in the app or by email.

22.2 If you do not accept a material change, you may close your account before it takes effect and we will refund any unused subscription. Continuing to use SOARR after it takes effect is acceptance.

22.3 Changes required by law may take effect immediately.

23. General

23.1 These terms are governed by the laws of New South Wales, Australia, and you submit to the non-exclusive jurisdiction of its courts.

23.2 If any provision is unenforceable it is severed and the rest continues.

23.3 We may assign these terms to a related body corporate or an acquirer of our business. You may not assign your rights without our consent.

23.4 Notices to you may be sent in the app or to your registered email. Notices to us go to legal@soarrindustries.com.au.

23.5 These terms, together with any deed you have signed and the policies linked from them, are the entire agreement between us on this subject and replace anything said beforehand.

23.6 A failure to enforce a right is not a waiver of it, and a single or partial exercise does not prevent a further exercise.

23.7 Sections 10, 11, 12, 15, 17, 18, 19 and 20 survive the end of your account.

23.8 Where a deed you have signed conflicts with these terms, the deed prevails to the extent of the inconsistency.

23.9 SOARR Pty Ltd is the contracting entity. Where subsidiaries are later incorporated to operate parts of the service, we will tell you before any change of contracting entity takes effect.