Protée OS Platform Terms

1.1 Capitalised words have the meaning given where they appear in bold brackets, or in the Definitions in clause 25.

1.2 We may change these Terms at any time by notifying you. Your continued use of the Platform after an update means you accept the amended Terms.

2.1 By accepting these Terms, you represent and warrant that you have the legal capacity and authority to enter into a binding contract with us, and are authorised to use the payment method you provide.

2.2 The Platform is intended for business users aged 18 or over. You must not use the Platform if you are under 18, or if you have previously been suspended or prohibited from using it.

2.3 If you sign up on behalf of a company, employer, organisation or other entity (Represented Entity), "you" means that entity, and you warrant you are authorised to bind it.

3.1 Your Subscription and these Terms commence when you agree to be bound and continue for the Subscription Period and any Renewal Periods, unless terminated earlier under clause 11.

3.2 Unless you cancel, your Subscription will automatically renew on an ongoing basis for periods equal to the Subscription Period (Renewal Period).

3.3 The Subscription will not automatically renew if either party gives at least 14 days' written cancellation notice before the renewal date.

4.1 We provide you, to the extent described in your Subscription Tier, with access to the Platform and any documentation we provide (together, the Solution). Your Subscription covers authorised users for your account, and events subject to your Subscription Tier.

4.2 To use the Solution you must register for an account (Account). You may need to provide information such as your name, email, business details, billing and payment details, and other information we require. You warrant that the information you give us is accurate, current and complete.

4.3 You are responsible for your Account, your authorised users, and all activity under your Account, including keeping login details secure. You must notify us promptly of any unauthorised use or security issue.

5.1 The Platform brings different participants together, planners (our subscribers and their users), vendors and venues, attendees, and crew and contractors. Different participants have different access and portals, as described below.

5.2 Vendors and venues. Vendors may set up a verified profile and portal, and may upload information including bank/BSB and account details, ABN, insurance documents, certifications and payment terms. We do not vet or endorse vendors or venues. You are responsible for satisfying yourself about any vendor or venue before engaging them.

5.3 Sensitive financial details. Vendor bank and account details are treated as confidential and are encrypted; they are not displayed in full to planners or within our systems.

5.4 No payments through the Platform. We do not process, hold or make any payments between you and any vendor, venue or third party. Vendor payment details and terms are used only to help you generate a bank file to upload to your own bank, or to create bills in your own accounting software (such as Xero), so that you can make payment yourself. You are solely responsible for checking payment details and for making payments.

5.5 Verification. Any verification features (such as ABN look-up or, in future, business or identity / bank-account checks) are provided as a convenience and may be limited, incomplete or unavailable. You must not rely on them as confirmation that a vendor, their details or their credentials are legitimate.

5.6 Promoted vendors. Vendors may pay a fee to be promoted, for example, to appear at the top of relevant search results with an enhanced profile. Promoted placement is paid advertising and works broadly like search advertising; it is not our recommendation or endorsement. Promotion fees are a subscription paid through our payment partner (currently Stripe) and are subject to clause 11. Any vendor metrics we show (such as average response time or quote amounts) are estimates only.

5.7 Attendees. Planners may invite attendees, who receive a portal to confirm attendance and provide contact details and dietary requirements, and to receive event updates and ticketing. Dietary requirements may be sensitive information, see our Privacy Policy. Where an attendee chooses to sign up for marketing, that is their opt-in consent.

5.8 Crew and contractors. Planners may invite crew and contractors, who receive a portal to upload licences, tickets or qualifications and their availability, and for communications and shift confirmation.

5.9 Search results and public data. Vendor and venue information in search results is drawn from publicly available third-party sources (such as public Google data). We present it as-is and do not warrant it is accurate, current or complete. Communications sent through the Platform to vendors or venues are sent from our notification email with an event reference and copy you in, so you can continue the conversation directly.

6.1 Any compliance, risk-assessment or safety tools in the Platform (including any guided risk assessment generated from your scope of works) are a starting point to help you think through site safety. They are prompts to get the conversation started, they are not a risk-management solution and are not advice.

6.2 You are solely responsible, as the person conducting a business or undertaking (PCBU) or in whatever capacity you hold, for understanding, actioning and managing all work health and safety and other risk obligations that apply to your event, in accordance with the laws of the place where your event takes place. We are not a PCBU in relation to your event and take on no duty or liability under any work health and safety, occupational health and safety or similar legislation in connection with your event.

7.1 You may use the Platform from one country to plan an event that physically takes place in another. Wherever you are located, you are responsible for identifying and complying with all laws, permits, licences, insurance, safety, tax and other requirements and liabilities that apply at the physical location of your event. We do not advise on, and are not responsible for, those requirements.

8.1 We may release enhancements or change features of the Platform at any time on notice (Enhancements). Enhancements may cause downtime or delays, and credits will not be provided for that. Where we remove a feature that removes critical functionality, you may terminate under clause 11 for a pro-rated refund of pre-paid Subscription Fees.

8.2 We will take reasonable steps to provide general support to resolve technical issues (Support Services). We do not warrant that support will be available 24/7 or within a particular timeframe, and you will have no claim for any delay in your access due to a delay in support.

9.1 We store User Data using a third-party hosting service selected by us, which may be located outside Australia. While we use reasonable efforts to select an appropriate provider and to keep User Data secure, we do not guarantee that hosting will be error-free or always available, and we do not accept liability for unauthorised access to, or loss, damage or alteration of, User Data (including due to hacking, malware or other interference). We cannot guarantee that backups will be available or error-free. You should keep your own back-ups of important data.

10.1 You must provide the information, documentation and assistance we reasonably need to provide the Solution, and you warrant that everything you give us is complete, accurate and current. You release us from liability to the extent any loss is caused by information you provide being incomplete, inaccurate or out of date.

10.2 You must, and must ensure your users and personnel, comply with these Terms. You must not, and must not permit anyone to:

10.3 We may cancel your or any user’s Account if we reasonably consider you or they are in breach, or likely to breach, this clause. Any general information made available through the Platform is general in nature and not professional advice.

11.1 You must pay the subscription fees for your Subscription Tier, or as otherwise agreed (Subscription Fees). Subscription Fees are payable in advance, on a recurring basis, and are non-refundable for change of mind.

11.2 Your Subscription renews automatically and Subscription Fees will continue to be debited from your nominated payment method at the start of each Renewal Period until you cancel. By subscribing, you accept responsibility for all recurring charges before you cancel.

11.3 Grace period. If you are charged for a renewal you meant to cancel, you have up to 7 days from that renewal to cancel and request a refund of that recurring fee by contacting us.

11.4 Changes to fees. We may change Subscription Fees on 12 Business Days' notice, during which you may cancel. If you do not cancel within that time, you are taken to have agreed to the new fees from the date in the notice or your next billing date.

11.5 We may suspend the Solution if you fail to pay. Unless stated otherwise, fees exclude GST, which you must pay on a taxable supply on receipt of a tax invoice. We may charge card surcharges.

11.6 Payment partner. We use a third-party payment partner (currently Stripe) to collect fees. Those payments are also subject to the partner's terms and privacy policy at stripe.com/au/legal/consumer. You release us from liability for any act or omission of the payment partner, including any security issue or error in processing a payment.

12.1 If you provide or post any content in connection with the Platform (Posted Material), including vendor quotes, reviews and feedback, you warrant it is accurate, authorised, honest and fair, is not defamatory, offensive or misleading, does not infringe any Intellectual Property Rights or laws, and contains no harmful code.

12.2 You grant us a perpetual, irrevocable, worldwide, royalty-free and transferable licence (including to sublicense) to use, copy, modify and adapt any Intellectual Property Rights in Posted Material so we can operate and promote the Platform, and you release us from any moral rights claims. You indemnify us against third-party claims that Posted Material infringes their rights.

12.3 We act as a passive conduit and have no obligation to screen Posted Material, but may review and remove it at our discretion. You are responsible for keeping your own records of Posted Material. If you become aware of infringing material, contact us; any infringement complaint you submit must be accurate and you indemnify us in relation to it.

13.1 Our IP. We (and our licensors) own all Intellectual Property Rights in the Platform, including its software, design, content, and the logic, know-how and methodology behind it (Platform Content). You receive only a limited licence to view and use Platform Content for the purposes of the Platform. All rights not expressly granted are reserved.

13.2 Your User Data. You (or your licensors) keep ownership of User Data. You grant us a non-exclusive, royalty-free, worldwide, irrevocable licence to use User Data as reasonably required to provide the Solution and for our internal business purposes, including to improve the Solution and apply machine learning and analytics.

13.3 Anonymised data. To the extent permitted by law, we may anonymise and aggregate User Data (Anonymised Data). We own Anonymised Data and may use and commercialise it, including in data sets provided to third parties, provided it cannot be used to identify any individual.

13.4 You are responsible for sharing User Data only with intended recipients and for ensuring it is appropriate. You warrant that our use of User Data will not infringe any third party's rights, and indemnify us against claims that it does. We may remove User Data we consider inappropriate or unlawful.

14.1 The Platform uses AI-assisted technology for certain functions (for example, finding publicly available contact details, parsing documents, and extracting data from images). AI is used to improve efficiency and quality but is not infallible.

14.2 You must independently verify any critical output and must not rely solely on AI-generated outputs. To the maximum extent permitted by law, we are not liable for errors, omissions or inaccuracies attributable to AI used in the Platform.

15.1 The Platform may rely on, integrate with, or link to third-party services (including hosting, payment, accounting integrations such as Stripe or Xero, mapping and public-data sources, and app stores). Your use of them may be subject to the third party's own terms, and we are not responsible for third-party services or their availability, security or accuracy.

15.2 We are not liable for the functionality of third-party goods or services, or for issues arising from integrations, data transfers, export files, or changes you make to the Platform (including via APIs). If you make such changes, you indemnify us for any resulting loss, and we may require you to remove them or suspend access.

16.1 Except as contemplated by these Terms, neither party will use or disclose the other's Confidential Information without consent. Each party must promptly notify the other of any suspected loss of, or unauthorised access to, its Confidential Information and assist with any investigation.

17.1 We collect and handle personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). By agreeing to these Terms, you agree to our handling of personal information as described in that policy. You are responsible for handling personal information you collect through the Platform (for example, attendee or crew data) in accordance with applicable privacy laws.

18.1 You acknowledge that from time to time the Solution may have errors or defects, may be unavailable, may not deliver messages promptly, and may contain information that is not secure or accurate. We will correct notified errors during your Subscription unless they result from misuse, unapproved integrations, or use contrary to these Terms.

18.2 We warrant that, during the Subscription Period, the Platform will perform substantially in accordance with any documentation and will be provided as described in these Terms. To the maximum extent permitted by law, all other representations and warranties not expressly stated are excluded.

18.3 Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law (ACL), that cannot lawfully be excluded. Under the ACL you may be entitled to remedies (such as a refund, replacement or repair) for a failure with goods or services. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For a major failure with a service you are entitled to cancel and to a refund for the unused portion, or compensation for its reduced value, and to compensation for any other reasonably foreseeable loss. If the failure does not amount to a major failure, you are entitled to have it remedied in a reasonable time, and if this is not done, to cancel and obtain a refund for the unused portion.

18.4 Where we are entitled to under section 64A of the ACL (services not ordinarily acquired for personal, domestic or household use), our liability for a failure to comply with a consumer guarantee is limited, at our option, to supplying the services again or paying the cost of doing so, where fair and reasonable.

18.5 Liability cap. To the maximum extent permitted by law, and subject to clause 18.7, each party's total liability in connection with these Terms is limited to the amount you paid us in the 3 months before the event giving rise to the liability.

18.6 Consequential loss. To the maximum extent permitted by law, and subject to clause 18.7, neither party is liable for any indirect, special or consequential loss, or loss of data, business, opportunity, goodwill, anticipated savings, profit or revenue.

18.7 Clauses 18.5 and 18.6 do not limit liability for fraud, death or personal injury, damage to tangible property, a party's indemnities, or your breach of clauses 2, 4, 10, 12, 13 or 16, or any liability that cannot be limited by law. Our liability is reduced to the extent you or your users caused or contributed to the loss.

18.8 You indemnify us and our Personnel against any loss we reasonably incur arising from your breach of these Terms, your User Data or content, your use of the Platform, or your dealings with any vendor, venue, attendee, crew member or other third party.

19.1 You may ask to upgrade or downgrade your Subscription Tier at any time. Upgrades take effect once we provide access, with the new fee applying from the next Renewal Period. Downgrades take effect at the start of the next Renewal Period; we generally do not pro-rate downgrades, and you release us from claims for any loss of content, features or capacity (including User Data) resulting from a downgrade.

20.1 Either party may cancel your Subscription for convenience on 14 Business Days' notice. Either party may terminate immediately if the other materially breaches these Terms and does not remedy the breach within 14 Business Days of notice. We may suspend your access where we reasonably believe there has been unauthorised access or a breach.

20.2 On termination or expiry: (a) your access to the Platform, Account and User Data ends; (b) for 90 days after termination you may request a copy of your User Data, after which we may archive or securely delete it, except where we must retain it by law; (c) any unpaid Subscription Fees for the remainder of the current Renewal Period remain payable, and fees already paid are non-refundable to the extent permitted by law; and (d) clauses that by their nature should survive do so.

21.1 Before starting court proceedings about a dispute (other than for urgent interlocutory relief), a party must give written notice with reasonable details and the parties must use best efforts to resolve it in good faith. If it is not resolved within 30 days of the notice, either party may commence proceedings.

22.1 We are not liable for any delay or failure to perform caused by an event beyond our reasonable control (including natural disasters, industrial action, war, terrorism, epidemic or pandemic, or relevant government action). We will take reasonable steps to notify you, and our affected obligations are suspended for the duration of the event.

23.1 Notices under these Terms must be in writing and in English and sent by email to the address each party has provided (for you, the master email registered against your Account). A notice is taken to be given 24 hours after sending (or the next business day if that is a weekend or public holiday in the governing State), or when replied to, whichever is earlier, unless the sender knows it was not delivered.

24.1 Governing law. These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that State and the courts that hear appeals from them, and waives any objection based on inconvenient forum.

24.2 Other. A right is only waived in writing. An unenforceable term is severed and the rest continues. Obligations of two or more persons bind them jointly and severally. You may not assign or novate these Terms without our consent; we may assign or novate to a related entity or in connection with a sale or restructure on notice. These Terms (with any Schedules and Subscription details) are the entire agreement about the Subscription. Headings are for convenience; "includes" is not a word of limitation; a reference to $ is to Australian currency.

This Agreement is accepted electronically. By clicking or selecting "I accept" (or a similarly labelled button or box), paying for your Subscription, or accessing or using the Platform, you agree to these Platform Terms and Conditions. We record the date and time of your acceptance and the account used, as evidence of your agreement.