Terms of Service

1. Who we are and what these terms cover

1.1 The NOVON application and website at novonhq.com.au (the Platform) are operated by SOARR Pty Ltd ACN 696 424 898 trading as NOVON HQ (SOARR, we, us). These Terms of Service form a binding agreement between you and SOARR. In these terms, a Business is a user who engages people through the Platform, a Specialist (also called a talent member) is a user who offers skills or work through the Platform, and NOVONAI is the artificial intelligence assistant within the Platform.

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 documents apply to particular users: Specialists sign the Talent and Lab Access Deed; users who message other users sign the Platform Conduct Deed; early access users sign the NOVON Early Access Deed; Kit clients accept the Automation Services Agreement and its Data Processing Schedule; and Certified Installers accept the Certified Installer Terms. For NOVON Automation Kits, SOARR is the supplier, and clauses 3.3, 8.4 and 15.3 do not apply. Where one of those documents conflicts with these terms, that document prevails.

2. Eligibility and accounts

2.1 You must be at least 18 years old to create an account. 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 › Account management › Close account. 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 NOVON is, and what it is not

3.1 NOVON is an introduction, matching and project-management platform. We introduce Businesses to Specialists, provide tools to scope and manage that work, hold payments until work is signed off, and provide access to our facility.

3.2 Specialists are independent contractors, not employees of SOARR or of any Business introduced through the Platform, unless separately agreed in writing. Specialists are responsible for their own tax and insurance. Superannuation may be payable where a contract is mainly for a person's labour: see clause 13.3.

3.3 Except where we expressly agree to deliver work ourselves, SOARR is not a party to the engagement between a Business and a Specialist, other than as the Specialist's payment agent under clause 13.1. 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, hours-saved or money figure on the Money page, 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.

3.5 Not every feature described in these terms or our Privacy Policy is available at all times or to every user. A clause about a feature applies only while that feature is available to you.

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 NOVON on the Platform.

4.2 During your use of the Platform, and after your last engagement with a person introduced through it for 12 months (Businesses) or 6 months (Specialists), 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, or be engaged by them, for work of a kind offered through NOVON other than through the Platform.

4.3 Message content is encrypted on your device and we do not hold the keys to read it, except for text you choose to translate with NOVONAI (see our Privacy Policy). The Platform applies automated checks on your own device which block and record messages appearing to contain contact details, off-platform payment arrangements or abusive language. 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 Circumvention fee. If you breach clause 4.2 in relation to an engagement, you must pay SOARR, as a debt, an amount equal to the platform fee SOARR would have earned on that engagement at the rate shown in the Fees and Payments terms when the breach occurred. If the value of the engagement is not known, SOARR may estimate it reasonably from the Platform records and must tell you how it did so. SOARR may recover this amount only once for any engagement, from whichever party pays it first, and may not also recover damages for the same loss. This clause does not limit SOARR's right to restrict an account under section 9 or to seek an injunction.

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, and we screen profiles, briefs and messages automatically for abusive language. We review reports and may remove content. We may remove content without notice where we consider it unlawful or unsafe. Any restriction of an account follows section 9.

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 and not an interest in land. We may suspend it immediately for safety reasons, and otherwise will withdraw it only under section 9.

6.2 You must complete the induction recorded in the Platform for any machine, robot or powered equipment before you book or use it, follow all safety directions and signage, use equipment only as authorised, and immediately report any injury, incident or damage in the Platform.

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

7. Fees and held payments

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 Paid plans are purchased on our website. If we offer a purchase through Apple's App Store, that purchase is also subject to Apple's terms, and cancellations and refunds are handled through your Apple account.

7.3 Held payments. When a Business pays for an engagement, SOARR receives the payment through its payment processor as the Specialist's payment agent, holds it until the Business signs off, the work is cancelled or a dispute is decided under section 19, and then pays the Specialist or refunds the Business under the Fees and Payments terms. When a Business pays a Kit Setup Fee, SOARR holds it until Sign-off under the Automation Services Agreement, when it becomes SOARR's. Unless SOARR tells you otherwise in writing, held payments are not held on trust or in a separate 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 Where a service we supply is not of a kind ordinarily acquired for personal, domestic or household use, our liability for failing to comply with a consumer guarantee is limited, at our option, to supplying the service again or paying the cost of having it supplied again, unless you establish that it is not fair or reasonable for us to rely on this clause.

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. Restriction, suspension and closure

9.1 We may restrict, suspend or close your account where you materially or repeatedly breach these terms, attempt to circumvent the Platform, behave unsafely, or provide false information. We follow the warning, notice, response and review process in the Acceptable Use Policy, and a person at SOARR makes every decision to suspend or remove access.

9.2 We may immediately suspend access for up to 7 business days where we reasonably believe this is necessary for health or safety, because of fraud or dishonesty, or to investigate either, and may end access without prior warning for serious misconduct. We will tell you in writing why, when it takes effect, and when and how any money owed to you will be paid.

9.3 You may close your account at any time. Clause 4 and the sections listed in clause 23.7 survive termination.

10. Intellectual property

10.1 Ours stays ours. The Platform, the NOVON and SOARR names and marks, the Business Twin, the Blueprint engine, the matching logic and everything we build to run this service remain our property. Using NOVON 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 for that work. 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 NOVON, 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 NOVON 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. 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. Taking a relationship off the Platform

12.1 If you want to take a relationship off the Platform (to hire someone permanently, for instance), tell us before you do. We will quote a release fee, and once you accept it in writing clause 4.2 no longer applies to that relationship.

13. Independent contractors, payment agency and tax

13.1 Specialists engage with Businesses as independent contractors. The contract for the work is between the Business and the Specialist, and SOARR is not the supplier of the Specialist's services. SOARR acts as the Specialist's limited agent only to receive payment from the Business, hold it and remit it under the Fees and Payments terms. Payment to SOARR discharges the Business's obligation to pay the Specialist to that extent. Otherwise nothing in these terms creates employment, partnership, joint venture or agency.

13.2 Specialists are responsible for their own tax, and for their own insurance except where we state we carry it. Where a Specialist does not give us a valid ABN, the amount the law requires (currently 47% of the total payment for the work) may be withheld and paid to the ATO. We report payments made to Specialists through the Platform to the ATO where the Sharing Economy Reporting Regime requires it, and Specialists must give us the details that report needs before their first payout.

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. Where a job is mainly for a Specialist's labour, the Platform will say so before the job is accepted. Businesses are responsible for assessing their own obligations, and we will provide the engagement records needed to do that.

13.4 Nothing here excludes any entitlement under the Fair Work Act 2009 (Cth) that applies as a matter of law, including any protection for employee-like workers on digital labour platforms.

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 NOVON 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 NOVON is 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 NOVON are produced by NOVONAI, including Business Twin analysis, Blueprint recommendations, matching explanations, translation and credential assessment. Where AI has produced something, we say so. We ask your permission before NOVONAI first uses your information, and every NOVONAI feature has a non-AI alternative.

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 checks can block a message and record a warning, but every decision to suspend or remove access, and every review, is made by a person under the Acceptable Use Policy.

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 NOVON 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 wilful or negligent 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 held payment for an engagement, we hold it 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 a held payment, having considered what both parties provide. That determination binds the release of the payment 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@novonhq.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, the Office of the Australian Information Commissioner or the Fair Work Commission.

20. Records

20.1 We keep records of engagements, payments, invoices, signed deeds and moderation decisions, because we are required to and because they protect everyone. Financial records are kept for at least 7 years.

20.2 Closing 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. Security and events beyond our control

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 NOVON 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, if the assignee agrees to be bound by our obligations under them. 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@novonhq.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 4, 5.1, 10, 11, 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.