Terms of Service

1.1 These Terms of Service ("Terms") govern your access to and use of the website at commonbond.au and any associated subdomains ("Website"), and the Receptor workforce-allocation platform ("Platform"), operated by Common Bond Pty Ltd (ACN 694 840 394) ("Common Bond", "we", "us", "our"). The Website and the Platform are together the "Services".

1.2 By accessing or using the Services, you agree to these Terms. If you do not agree, you must not access or use the Services. Where you sign in to an authenticated part of the Platform, we will ask you to actively accept these Terms (for example, by selecting "I agree") before you proceed; that acceptance is given electronically under clause 19.8.

1.3 Receptor is a healthcare workforce-allocation tool — it supports rostering, preference management, and the planning of training rotations and job lines for healthcare workers. It is not a medical device, a clinical decision-support system, a therapeutic good, or a source of clinical or medical advice. See clause 9.

1.4 These Terms are a standard-form set of terms offered to all users of the Services. We have drafted them to be fair and balanced, consistent with the unfair contract terms provisions of the Australian Consumer Law. See clause 19.10.

In these Terms:

• Authorised User means an individual authorised by a Customer to access the Platform under a Master Services Agreement.
• Customer means an organisation that has entered into a Master Services Agreement with us for access to the Platform.
• EULA means the End User Licence Agreement that governs an Authorised User's use of the Platform.
• DPA means the Data Processing Agreement between us and a Customer.
• Master Services Agreement or MSA means a written services agreement (with its Order Forms) between us and a Customer.
• Privacy Policy means our customer-facing privacy policy, available at commonbond.au/privacy.
• You means the person accessing or using the Services, whether a visitor, a prospective customer, an Authorised User, or a representative of a Customer.

Capitalised terms not defined here have the meaning given in the MSA or EULA where one applies to you.

3.1 Different users have different relationships with us. These Terms set the baseline that applies to everyone who accesses the Services. Where you also have one of the agreements below, that agreement governs the matters it covers, and these Terms apply only to the extent they are not inconsistent with it.

3.2 Order of precedence. If there is any inconsistency, the following order applies (highest first), to the extent each applies to you:

• (a) the MSA and its Order Forms (the negotiated contract for a Customer organisation);
• (b) the DPA (which prevails over all other documents in relation to personal information);
• (c) the EULA (which governs an Authorised User's use of the Platform); and
• (d) these Terms.

3.3 For Customers and Authorised Users. If your organisation has an MSA with us, your use of the Platform is governed primarily by that MSA, the DPA, and the EULA. These Terms continue to apply to your use of the Website and to any matter those agreements do not cover, but they do not override them.

3.4 For everyone else. If you access the Services without an MSA or EULA in place — for example, as a website visitor, a prospective customer, or a participant in a demonstration, trial, or evaluation — these Terms are the agreement between you and us for that access.

3.5 The Privacy Policy applies to all users and is incorporated into these Terms by reference.

4.1 You must be at least 18 years old to use the Services.

4.2 If you use the Services on behalf of an organisation, you warrant that you are authorised to bind that organisation to these Terms, and "you" includes that organisation.

4.3 Access to the Platform's authenticated features is available only to Authorised Users under an MSA, or to people we have expressly invited to a demonstration, trial, or evaluation.

5.1 Where you are given an account, you are responsible for keeping your credentials secure and for activity that occurs under your account.

5.2 You must not share your credentials, and you must notify us promptly if you believe your account has been compromised.

5.3 We may require multi-factor authentication or other reasonable security controls for access.

6.1 You must use the Services lawfully and in accordance with these Terms and any reasonable use guidelines we publish.

6.2 You must not:

• (a) use the Services for any purpose other than their intended purpose of workforce allocation, rostering, and preference management (or, for the Website, obtaining information about us and our Services);
• (b) use the Platform for clinical decision-making, or treat any Platform output as clinical or medical advice (see clause 9);
• (c) attempt to access any data, account, or area of the Services to which you have not been granted access;
• (d) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services, except to the extent this restriction is prohibited by law;
• (e) upload or transmit any content that is unlawful, harmful, defamatory, infringing, or that contains malware;
• (f) interfere with or disrupt the Services or the networks or systems connected to them;
• (g) use any automated means (such as bots, scrapers, or crawlers) to access the Services without our prior written consent; or
• (h) resell, sublicence, or otherwise make the Services available to any third party, except as expressly permitted by an MSA.

6.3 We may investigate suspected breaches of this clause 6 and may suspend or restrict access in accordance with clause 16.

7.1 We (and our licensors) own all intellectual property rights in the Services, including all software, algorithms, interfaces, content, documentation, and trade marks. Nothing in these Terms transfers any of those rights to you.

7.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for their intended purpose. For Authorised Users, the more specific licence in the EULA applies to use of the Platform.

7.3 If you give us feedback or suggestions about the Services, we may use them without restriction or obligation to you.

7.4 Our name, logos, and brand features are our trade marks. You must not use them without our prior written consent.

8.1 We handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, as described in our Privacy Policy. The Privacy Policy explains what we collect, how we use it, how we handle health information, our position on machine-learning model training (which is opt-in), and your access, correction, and complaint rights.

8.2 Where you access the Platform as an Authorised User, the handling of your organisation's data is also governed by the MSA and the DPA. The DPA prevails over these Terms in relation to personal information.

8.3 We do not sell personal information. Our use of de-identified and aggregated data, and our machine-learning posture, are described in the Privacy Policy and, for contracted Customers, the MSA and DPA.

9.1 The Platform produces workforce-allocation recommendations using deterministic mathematical optimisation. Those recommendations are inputs for your organisation's workforce administrators, who make the final allocation decisions.

9.2 The Services do not provide clinical, medical, employment, legal, or financial advice, and must not be relied on as a substitute for professional judgement. The Platform is not a medical device or therapeutic good within the meaning of the Therapeutic Goods Act 1989 (Cth).

9.3 You are responsible for your own decisions and for compliance with your professional, employment, and regulatory obligations.

10.1 The Services may link to, or interoperate with, third-party websites and services that we do not control. We are not responsible for third-party content or services, and your use of them is governed by their own terms.

10.2 The third-party providers we use to operate the Platform (our sub-processors) are listed in the Privacy Policy and the DPA.

11.1 The Website is provided free of charge.

11.2 Access to the Platform by a Customer is provided under an MSA and the fees set out in the relevant Order Form. Individual Authorised Users do not pay us directly for access.

11.3 Where we offer a demonstration, trial, or evaluation, we will tell you at the time whether any fee applies and on what terms.

12.1 We aim to keep the Services available and to improve them over time, but the Website is provided on an "as is" and "as available" basis. Service-level commitments for the Platform, where they apply, are set out in the MSA.

12.2 We may modify, suspend, or discontinue features of the Website at any time. For the Platform, deprecation and material-change notice obligations are set out in the MSA and EULA.

13.1 Consumer guarantees. Our Services come with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), including a guarantee that services will be supplied with due care and skill and will be reasonably fit for any purpose made known to us. Nothing in these Terms excludes, restricts, or modifies any right or remedy you have under the Australian Consumer Law or any other law where to do so would be unlawful.

13.2 Subject to clause 13.1, and to the maximum extent permitted by law:

• (a) the Services are provided "as is" and "as available";
• (b) we do not warrant that the Services will be uninterrupted, error-free, secure, or free from all vulnerabilities; and
• (c) we make no warranty as to the accuracy, reliability, or completeness of any allocation or rostering output — outputs are recommendations, not clinical or employment decisions (see clause 9).

14.1 Consumer guarantees preserved. Nothing in this clause 14 limits any liability that cannot lawfully be limited, including liability under the consumer guarantees referred to in clause 13.1.

14.2 Liability for failure to meet a consumer guarantee. Where the Australian Consumer Law permits us to do so (that is, where the Services are not of a kind ordinarily acquired for personal, domestic, or household use or consumption), and where it is fair and reasonable for us to do so, our liability for failure to comply with a consumer guarantee in relation to services is limited, at our option, to:

• (a) supplying the services again; or
• (b) paying the cost of having the services supplied again.

14.3 General cap. Subject to clauses 14.1 and 14.2, and to the maximum extent permitted by law, our total aggregate liability to you arising out of or in connection with these Terms and your use of the Services — whether in contract, tort (including negligence), under statute, or otherwise — is limited to AUD $500. This cap reflects that access under these Terms (as distinct from access under an MSA or EULA) is provided to you without direct charge.

14.4 Where an MSA or EULA applies. If you access the Platform under an MSA or as an Authorised User under an EULA, the liability provisions of that agreement (including its caps and carve-outs) govern your use of the Platform and apply instead of clause 14.3 to that use.

14.5 Exclusion of consequential loss. Subject to clause 14.1, we are not liable to you for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profit, revenue, data, or business opportunity, however caused.

15.1 You indemnify us against loss, damage, and reasonable costs we suffer to the extent caused by:

• (a) your use of the Services in breach of these Terms or any applicable law;
• (b) your infringement of our or a third party's intellectual property or other rights; or
• (c) any content you upload or transmit through the Services that is unlawful or infringing.

15.2 Your liability under clause 15.1 is reduced to the extent that our acts or omissions, or those of our personnel, caused or contributed to the loss. This indemnity does not apply to matters for which liability cannot lawfully be excluded or limited.

16.1 We may suspend or restrict your access to the Services, on notice where practicable, if:

• (a) you breach these Terms;
• (b) we reasonably believe your account has been compromised; or
• (c) your continued access poses a risk to the security or integrity of the Services or other users' data.

16.2 We may act without prior notice where the risk is urgent (for example, an active security threat), and will notify you as soon as reasonably practicable afterwards.

16.3 For Authorised Users, access also ends in the circumstances set out in the EULA (including when the relevant MSA ends).

16.4 You may stop using the Services at any time. Clauses 7, 8, 13, 14, 15, and 19 survive termination.

17.1 We may update these Terms from time to time. We will publish the updated Terms on the Website with a revised "Last updated" date.

17.2 We will give at least 30 days' notice of any change that materially affects your rights or obligations (for example, changes to the limitation of liability, acceptable use, or data-handling provisions), by a notice on the Website or, where you have an account, by email.

17.3 Your continued use of the Services after a change takes effect constitutes acceptance of the updated Terms. If you do not agree to a change, you must stop using the Services before it takes effect.

18.1 You can contact us at:

18.2 We will send notices to you by a notice on the Website or, where you have an account, to the email address associated with it.

19.1 Governing law. These Terms are governed by the laws of Victoria, Australia. You submit to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

19.2 Dispute resolution. If a dispute arises, please contact us first so we can try to resolve it. Either party may seek urgent interlocutory relief from a court at any time. (For Customers, the dispute-resolution process in the MSA applies.)

19.3 Assignment. You must not assign your rights under these Terms without our consent. We may assign or novate these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

19.4 Force majeure. We are not liable for any delay or failure to perform caused by an event beyond our reasonable control, for so long as that event continues.

19.5 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.

19.6 No waiver. Our failure to enforce any provision is not a waiver of it.

19.7 Entire agreement. These Terms (together with the Privacy Policy and, where they apply to you, the MSA, DPA, and EULA) constitute the entire agreement between you and us regarding your use of the Services.

19.8 Electronic acceptance. You may accept these Terms by electronic means under the Electronic Transactions Act 1999 (Cth).

19.9 Electronic communications. Any commercial electronic messages we send will comply with the Spam Act 2003 (Cth), including by identifying us and providing an unsubscribe facility. We will only send marketing messages where we have your consent.

19.10 Unfair contract terms — fairness posture. These Terms are a standard-form contract within the meaning of ss 23–28 of the Australian Consumer Law. We have drafted them to avoid unfair terms: liability is limited proportionately to the fact that access under these Terms is provided without charge; we give notice before making material changes (clause 17); termination and suspension are tied to defined grounds (clause 16); and nothing in these Terms excludes any right that cannot lawfully be excluded. If you consider any term unfair, you may raise it with us at legal@commonbond.au and we will consider it in good faith.