Terms of service
Contents
Key website and platform terms at a glance
- The public Arkero Website provides general business and service information. Browsing, downloading public material or submitting an enquiry does not by itself create a staffing or paid services agreement.
- The Arkero Platform is a business to business service. Sole traders may use it for business purposes.
- Authorised actions taken through a Client Account can bind the Client, including approvals, requests and payment-related actions.
- The Master Services Agreement governs staffing and Personnel Services. If there is a direct staffing conflict, the Master Services Agreement prevails.
- Arkero currently uses Airwallex for payment processing and may replace or supplement payment providers and payment rails.
- Arkero may suspend access for security risks, unlawful use, material breach or applicable payment failures.
- The general Terms do not include an uptime or support response time service level agreement.
- Where available, ordinary Client Data can generally be exported for 30 days after account closure. Backups may remain for up to 90 days, and certain records may be retained longer where required or reasonably necessary.
- Arkero may update these Terms. Materially adverse changes will receive reasonable notice unless an urgent legal, security or regulatory reason requires earlier action.
About these Terms
These Terms and Conditions (Terms) govern: (a) access to and use of Arkero's public websites by Website Users; and (b) access to and use of the Arkero Platform by business customers and their Authorised Users. The Platform provisions form a legally binding agreement between Tradelance Technology Group Pty Ltd (ABN 56 692 524 119) trading as Arkero (Arkero, we, us or our) and the business that owns or controls the relevant Client Account (Client, you or your).
The website-use provisions apply whenever a person accesses or uses an Arkero Website. Platform provisions apply whether a Client Account is created by Arkero, by invitation, by a Client administrator, through self-registration when available, or through another registration method Arkero makes available. Merely browsing a Website, submitting an enquiry or creating an account does not by itself create a staffing engagement. Staffing and Personnel Services are governed by the Arkero Master Services Agreement and the applicable Personnel Engagement Schedule.
If you access or use the Platform on behalf of a company, partnership, trust, sole trader or other business, you represent that you have authority to act for that business. If you do not have that authority, you must not accept these Terms or take binding actions through a Client Account on its behalf.
1. Definitions and interpretation
1.1 Definitions
- Account Administrator: means an Authorised User given administrative permissions for a Client Account.
- Arkero Platform or Platform: means Arkero's authenticated portals, applications, dashboards, software, interfaces, communications functionality and associated digital services made available to Clients from time to time, excluding the public Website except where expressly stated.
- Arkero Website or Website: means any public website, landing page or other public-facing web property controlled by Arkero, including arkero.com.au and any successor or regional domain operated by Arkero, excluding third-party websites and services.
- Website Content: means text, graphics, images, videos, downloadable materials, pricing information, service descriptions and other public-facing content made available on an Arkero Website, excluding Client Data.
- Website User: means any person who accesses or uses an Arkero Website, whether or not that person later becomes a Client or Authorised User.
- Authorised User: means an individual permitted by the Client or Arkero to access a Client Account.
- Business Day: means a day other than a Saturday, Sunday or public holiday in New South Wales.
- Client Account: means the business account through which the Client and its Authorised Users access the Platform.
- Client Data: means data, documents, records, files, instructions, content, credentials and other information submitted to, uploaded to, generated through or made accessible to the Platform by or on behalf of the Client, excluding Arkero Data and Arkero intellectual property.
- Master Services Agreement or MSA: means the Arkero Master Services Agreement entered into by the Client for staffing and Personnel Services.
- Personnel: has the meaning given in the MSA where the Client has entered into one.
- Personnel Engagement Schedule or PES: means the record of a specific Personnel engagement under the MSA.
- Platform Fees: means any fees payable specifically for paid Platform products, subscriptions, modules, usage or add-ons, excluding staffing Fees governed by the MSA.
- Privacy Policy: means Arkero's privacy policy as updated from time to time.
- Services: means the Platform and any related digital services made available under these Terms, excluding staffing and Personnel Services to the extent they are governed by the MSA.
1.2 Interpretation
Headings are for convenience only. The singular includes the plural and vice versa. A reference to a person includes a company, partnership, trust, sole trader and other legal entity. References to laws include amendments, replacements and subordinate legislation. The words including and includes do not limit the words that follow them.
2. Acceptance and authority
2.1 These Terms become binding when an authorised representative of the Client accepts them electronically, completes a registration process that requires acceptance, first accesses or uses the Platform after being presented with these Terms and indicating acceptance, or otherwise accepts them through a method made available by Arkero.
2.2 By accessing or using an Arkero Website, a Website User agrees to the provisions of these Terms that by their nature apply to public Website use. If a Website User does not agree to those provisions, they should stop using the Website. Mere Website use does not create an obligation to purchase services, enter into an MSA, engage Personnel or pay Arkero unless the Website User separately agrees to the applicable commercial terms.
2.3 Where Arkero creates a Client Account administratively, account creation alone does not replace the acceptance process. Arkero may require the Client or an authorised representative to accept these Terms at first login, during onboarding or before particular Platform functionality is activated.
2.4 The person accepting these Terms on behalf of the Client represents and warrants that they have authority to bind the Client. The Client is responsible for ensuring that only appropriately authorised persons approve contractual, payment or staffing-related actions through the Platform.
2.5 Arkero may record the version accepted, acceptance date and time, user identity, account details, IP address or device information where available, and other technical records reasonably necessary to evidence acceptance.
3. Website access, eligibility and business use
3.1 The Website is publicly accessible unless a particular page or feature is restricted. Website Content is primarily intended to provide information about Arkero and its business services. The Platform is provided for business use only and is not intended for personal, domestic or household use.
3.2 Clients may include companies, partnerships, trusts, incorporated entities and sole traders using the Platform for legitimate business purposes.
3.3 Arkero initially focuses on business customers in Australia and New Zealand. Arkero may permit Platform access or offer services in other jurisdictions at its discretion and may impose additional terms, verification requirements or restrictions for particular locations.
3.4 A Website User, Client or Authorised User must not use the Website or Platform if doing so would be unlawful in the relevant jurisdiction or would cause Arkero to breach applicable law.
3.5 Website Content is general information only unless Arkero expressly states otherwise. It may describe current or anticipated services, features, availability, experience tiers, indicative pricing or processes, but it does not by itself constitute a binding offer, guarantee, representation that a particular feature or candidate is available, or commitment to provide staffing or other Services.
3.6 An enquiry, contact form submission, request for a call, candidate enquiry or other Website interaction does not by itself create a contract or require Arkero to provide Services. A staffing engagement is created only in accordance with the MSA and applicable PES, and a separately paid Platform product is created only when the applicable activation, checkout, order or product-specific acceptance process is completed.
3.7 Arkero may update Website Content from time to time. Where Website Content and an executed MSA, PES, product-specific term, order or Platform record directly conflict, the applicable executed or accepted contractual document or record prevails for that service or transaction.
4. Account creation and verification
4.1 A Client Account may be created by Arkero, through invitation, by an authorised Client representative, by self-registration where enabled, or by another process Arkero makes available.
4.2 Arkero may require business verification, identity verification, ABN, ACN, NZBN or other registration information, contact details, billing information, sanctions or fraud screening, or other information reasonably required to establish or continue a Client Account.
4.3 The Client must provide accurate, current and complete information and must promptly update information that changes.
4.4 Arkero may refuse to create or activate a Client Account, request further verification, restrict functionality or decline to continue providing access where Arkero reasonably considers this necessary for compliance, security, fraud prevention, payment risk or legitimate business reasons.
4.5 A Client must not create multiple accounts for the purpose of avoiding a suspension, restriction, payment obligation or other control applied by Arkero.
5. Account administrators and Authorised Users
5.1 Arkero may support different user roles and permission levels. Available roles and permissions may change as the Platform evolves.
5.2 The Client may appoint one or more Account Administrators where that functionality is available. An Account Administrator may be permitted to invite users, remove users, assign permissions, manage settings and perform other administrative actions.
5.3 The Client is responsible for deciding who may access its Client Account and for the acts and omissions of its Authorised Users when using the Platform within the scope of access provided by the Client.
5.4 The Client must promptly remove or request removal of access for any person who is no longer authorised to use the Client Account.
5.5 Arkero may suspend or remove an individual Authorised User without suspending the entire Client Account where Arkero reasonably considers that action necessary for security, compliance, misconduct or Platform administration.
6. Account security
6.1 The Client and each Authorised User must keep login credentials confidential and must not share credentials except through functionality expressly designed for shared access.
6.2 The Client must use reasonable security measures appropriate to its business, including multifactor authentication where made available or required by Arkero.
6.3 The Client must notify Arkero promptly if it becomes aware of suspected unauthorised access, credential compromise or misuse of a Client Account.
6.4 Arkero may require password resets, multifactor authentication, session termination or other security steps where reasonably necessary to protect the Platform, the Client, Personnel or other users.
6.5 The Client is not responsible for unauthorised activity solely caused by a security failure within Arkero's control, but remains responsible to the extent the activity resulted from the Client's or an Authorised User's failure to comply with this clause.
7. Electronic actions and records
7.1 The Client agrees that actions taken through a Client Account by an Authorised User acting within their apparent or assigned permissions may be relied upon by Arkero as authorised actions of the Client.
7.2 Depending on functionality made available, binding Platform actions may include requesting Personnel, accepting a candidate, approving a PES, approving or disputing hours, approving a replacement, changing authorised users, updating payment information, accepting additional charges, purchasing or changing a paid Platform product, or approving another transaction presented through the Platform.
7.3 The Client must notify Arkero promptly if it believes an action was taken without authority. Arkero will consider available account, security and audit records when assessing the issue.
7.4 To the extent permitted by law, Platform audit logs, timestamps, approvals, account records, electronic communications, payment authorisations and other system records may be relied upon as evidence of Platform activity and transactions.
7.5 Nothing in this clause limits a right that cannot lawfully be excluded or prevents correction of a manifest error.
8. Relationship with the Master Services Agreement
8.1 These Terms govern use of the Platform and Client Accounts.
8.2 The MSA governs staffing, Personnel management and other staffing-related Services. Each PES governs the commercial details of the particular Personnel engagement to which it relates.
8.3 These Terms do not by themselves require Arkero to provide Personnel and do not create an employment, labour hire or staffing engagement.
8.4 If there is a direct inconsistency between these Terms and the MSA in relation to staffing, Personnel, a PES, staffing Fees, payment for Personnel Services or a staffing-related liability, the MSA prevails to the extent of that inconsistency.
8.5 If there is a direct inconsistency between these Terms and product-specific terms for a separate paid Platform product, the product-specific terms prevail only for that product and only to the extent of the inconsistency.
9. Platform licence and access rights
9.1 Subject to these Terms and any applicable product-specific terms, Arkero grants the Client a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable account period to access and use the Platform for the Client's internal business purposes.
9.2 The licence in clause 9.1 does not transfer ownership of the Platform or any Arkero intellectual property.
9.3 The Client may only access functions made available to its account, role, subscription or permission level.
9.4 Arkero may impose reasonable technical limits, usage limits, rate limits or security controls to protect Platform performance, security and fair use.
9.5 No right to white label, resell, sublicense, distribute, commercialise or make the Platform available to third parties is granted unless Arkero expressly agrees in writing.
10. Permitted use
10.1 A Website User may browse the Website, use public Website functionality, submit genuine business enquiries and download material Arkero makes available for that purpose, subject to these Terms.
10.2 The Client may use the Platform to manage legitimate business activities and Arkero Services made available to it.
10.3 The Client must ensure that its use of the Website, Platform and Client Data complies with applicable laws, contractual duties and third-party rights.
10.4 Where the Client uses the Platform to communicate instructions to Personnel, submit records, approve hours or undertake other staffing-related activities, those activities remain subject to the MSA and applicable PES.
11. Acceptable use and prohibited conduct
11.1 When accessing or using an Arkero Website or Platform, Website Users, Clients and Authorised Users must not:
- Break any law, facilitate fraud, deceive another person or engage in unlawful discrimination, harassment or abusive conduct;
- Upload malware, malicious code or content designed to damage, disrupt or gain unauthorised access to systems;
- Access another Client's account, data or functionality without authority;
- Share, harvest or misuse credentials, tokens or authentication information;
- Scrape, crawl, spider, systematically extract or copy Website or Platform data except through an interface or API expressly authorised by Arkero;
- Reverse engineer, decompile, disassemble, discover source code, bypass technical restrictions or attempt to derive proprietary algorithms, scoring logic, workflows or models except to the limited extent a right cannot lawfully be excluded;
- Use unauthorised APIs, automated tools or excessive traffic in a way that interferes with Platform performance or security;
- Copy the Website, Platform interface, workflows, documentation or functionality for the primary purpose of creating or improving a directly competing service;
- Use the Website or Platform primarily to benchmark, replicate or analyse Arkero for the development of a directly competing product without Arkero's written consent;
- Infringe intellectual property, privacy, confidentiality or other rights of Arkero or any third-party;
- Misrepresent identity, authority, affiliation or business details;
- Circumvent a suspension, usage limit, payment control, security control or access restriction; or
- Use the Website or Platform in a manner that creates a material legal, security or operational risk to Arkero, Personnel, another client or another person.
11.2 Enforcement
Arkero may investigate suspected prohibited use and may preserve relevant records, restrict functionality, remove offending content, suspend access or take other reasonable action under these Terms.
12. Client Data and content
12.1 As between Arkero and the Client, the Client retains ownership of Client Data and any intellectual property rights the Client already holds in that Client Data.
12.2 The Client grants Arkero, its related entities and authorised service providers a non-exclusive, worldwide, royalty free licence to host, copy, transmit, display, process, back up and otherwise use Client Data only to the extent reasonably necessary to provide, secure, support, administer and improve the Services, comply with law and exercise Arkero's rights under these Terms.
12.3 The Client represents that it has all rights, permissions, notices and lawful bases required to provide Client Data to Arkero and to permit its processing as contemplated by these Terms, the Privacy Policy and the MSA where applicable.
12.4 The Client is responsible for the accuracy, quality, legality and appropriateness of Client Data and for determining what Client Data should be made available to the Platform, Arkero and Personnel.
12.5 Arkero may use aggregated or deidentified information derived from Platform use and Client Data for analytics, security, benchmarking, service improvement, product development and operational planning, provided the information does not reasonably identify the Client or an individual.
12.6 Arkero is not required to monitor all Client Data but may remove or restrict content where Arkero reasonably believes it breaches these Terms, applicable law or the rights of another person.
12.7 Information submitted by a Website User through a public contact form, newsletter form, booking request or other public Website workflow is handled in accordance with the Privacy Policy. It does not become Client Data solely because it is submitted through the public Website before a Client Account or Client relationship exists.
13. Sensitive and restricted data
13.1 Prohibited general data
Except where expressly agreed or where a specific secure workflow is provided, the Client must not upload or submit:
- Payment card numbers, card security codes or full payment credentials outside Arkero's authorised payment flow;
- Health or medical records;
- Government classified or protected information;
- Authentication secrets, private cryptographic keys or master passwords that are not reasonably necessary for an authorised integration; or
- Other information subject to special regulatory, localisation or security requirements that the Client has not disclosed to Arkero.
13.2 Role based sensitive data
Some Arkero workflows may expressly permit particular higher sensitivity information, such as identity verification information or documents needed for a defined compliance or onboarding purpose. Where Arkero provides such a workflow, the information may be submitted through that workflow subject to the Privacy Policy and applicable security controls.
13.3 Client responsibility
The Client must notify Arkero before configuring the Platform or Personnel access in a way that involves unusually sensitive or specially regulated data where Arkero would reasonably need to implement additional safeguards.
14. Data protection, security and cookies
14.1 Arkero implements and maintains reasonable administrative, physical and technical safeguards designed to protect Platform security and Client Data integrity.
14.2 These measures include encryption in transit and at rest where technically appropriate, restricted employee and contractor access controls, network monitoring and logging.
14.3 Arkero handles personal information collected through the Website and Platform in accordance with its Privacy Policy and applicable privacy laws, including the Privacy Act 1988 (Cth) and the Privacy Act 2020 (NZ).
14.4 Arkero may use cookies, tracking pixels, local storage and similar technologies on the Website and Platform for authentication, session management, analytics, preference storage and platform improvement as detailed in the Privacy Policy.
14.5 The Client is responsible for maintaining the security of its own internal systems, devices, browsers and network connections used to access the Platform.
14.6 Arkero will notify the Client without unreasonable delay upon confirming a data breach affecting Client Data in Arkero's custody or control, in accordance with applicable mandatory data breach reporting regimes.
15. Third party services and integrations
15.1 The Platform may enable or include integrations, connectors or links to third-party applications, cloud storage, productivity suites, communications tools and payment processors.
15.2 Access to and use of third-party services is governed by the respective third party's terms of service and privacy policies.
15.3 Arkero does not warrant, endorse or assume liability for the availability, security, performance or content of third-party services.
15.4 If a third-party service ceases to be available or modifies its APIs or terms, Arkero may suspend or terminate the relevant integration without liability to the Client.
15.5 The Client is responsible for procuring and maintaining its own licenses and permissions for any third-party software it connects to the Platform.
15.6 Arkero may share Client Data with third-party service providers solely to the extent necessary to deliver integrations requested by the Client or required for Platform operations.
16. Payments and billing functionality
16.1 Fees for staffing and Personnel Services are governed by the Master Services Agreement and applicable Personnel Engagement Schedules.
16.2 Where paid Platform products, subscription tiers or digital modules are offered, associated Platform Fees, billing cycles, renewal terms and payment methods are specified at activation or in the applicable order form.
16.3 Arkero currently uses Airwallex (and may use other authorised payment gateway providers) for payment processing, direct debits and card transactions.
16.4 By supplying payment credentials, the Client authorises Arkero and its payment processors to debit or charge all due amounts in accordance with the agreed schedule.
16.5 Except as required by law or expressly provided in an applicable agreement, Platform Fees are non-refundable once billed.
16.6 If a payment fails, is reversed or is disputed without legitimate cause (chargeback), Arkero may suspend Platform access and recover associated bank fees, collection costs and reasonable administrative expenses.
16.7 Invoices and billing statements are made available electronically through the Platform or via email.
16.8 All fees are quoted exclusive of applicable goods and services tax (GST) unless explicitly stated otherwise.
17. Staffing related Platform functions
17.1 Platform features that facilitate candidate review, interview scheduling, placement onboarding, timesheet submissions, hours approvals and staffing support requests are administrative tools to support Personnel engagements.
17.2 Submitting a timesheet or approving hours through the Platform constitutes an electronic record of work performed and approval for billing purposes under the MSA.
17.3 Arkero makes reasonable efforts to ensure timesheet accuracy and portal visibility, but the Client remains responsible for timely review and approval of recorded hours.
17.4 Client feedback, ratings and performance notes regarding Personnel submitted through the Platform may be used by Arkero for service delivery, personnel management and quality assurance.
18. Additional products and future features
18.1 Arkero may from time to time release beta features, preview modules, additional digital tools or new subscription products through the Platform.
18.2 Beta or preview features are identified as such and are provided on an 'as-is' and 'as-available' basis for testing and evaluation purposes.
18.3 Arkero may modify, restrict or discontinue beta features at any time without prior notice or liability.
18.4 Separate terms, fees or eligibility rules may apply to new products and will be presented for Client acceptance prior to activation.
19. Availability, maintenance and technical dependencies
19.1 Arkero strives to provide reliable, high-availability Platform access, but does not warrant that access will be continuous, uninterrupted, error-free or completely secure.
19.2 The general Terms do not incorporate a service level agreement (SLA) or guaranteed uptime percentage unless explicitly agreed in a separate enterprise schedule.
19.3 Arkero may perform scheduled maintenance, software updates and emergency repairs. Arkero will endeavour to provide reasonable advance notice of planned downtime where practicable.
19.4 Platform availability depends on third-party infrastructure, cloud hosting providers (such as Vercel and Supabase), internet routing and telecommunications networks beyond Arkero's direct control.
19.5 Arkero is not liable for service interruptions, latency or outages caused by external technical dependencies, utility failures or cyber incidents affecting upstream infrastructure.
20. Changes to the Platform
20.1 Arkero continuously updates, enhances and modifies the Platform interface, workflows, APIs and functionality.
20.2 Arkero may add, alter, deprecate or remove features at its discretion to improve user experience, security, performance or regulatory compliance.
20.3 Where a change will materially diminish existing core functionality relied upon by active paying Clients, Arkero will provide reasonable advance notice where commercially practicable.
20.4 Continued use of the Platform following any modifications constitutes acceptance of the updated functionality.
21. Support
21.1 Arkero provides customer and technical support through Platform messaging, email (hello@arkero.com) and designated account channels during standard business hours.
21.2 Standard business hours are Monday to Friday, 8:00 am to 5:00 pm New Zealand Time (NZT) and Australian Eastern Standard Time (AEST), excluding public holidays.
21.3 Support includes assistance with account management, login issues, timesheet workflows and platform navigation, but does not include custom software engineering, on-premise IT maintenance or third-party API support.
22. Arkero website and platform intellectual property
22.1 All rights, title and interest in and to the Arkero Website, Platform, software, design systems, layouts, brand assets, logos, trademarks, text, graphics, documentation and proprietary workflows remain exclusively with Arkero and its licensors.
22.2 The Client and Website Users do not acquire any ownership interest, patent rights, copyright or trade secret rights in the Platform or Website Content.
22.3 The Client must not remove, obscure or alter any copyright notices, trademark legends or proprietary markings on the Website or Platform.
22.4 All goodwill arising from the use of Arkero trademarks, trade names or service marks belongs exclusively to Arkero.
23. Feedback
23.1 If a Client, Authorised User or Website User provides suggestions, feature requests, comments or feedback regarding the Website or Platform (Feedback), they grant Arkero a perpetual, irrevocable, worldwide, royalty-free, transferable licence to use, modify and incorporate such Feedback into its products and services.
23.2 Arkero is under no obligation to implement Feedback or maintain its confidentiality, and no compensation will be owed for its use.
24. Confidentiality
24.1 Each party agrees to protect the Confidential Information of the other party with the same degree of care it uses for its own confidential information, but not less than reasonable care.
24.2 Confidential Information includes non-public business, technical, financial, operational, pricing and candidate information disclosed by one party to the other in connection with the Platform or Services.
24.3 A party may disclose Confidential Information only to its employees, contractors, professional advisers and service providers who need to know such information and are bound by confidentiality duties at least as protective as these Terms.
24.4 Confidentiality obligations survive for a period of five (5) years following account termination, except that trade secrets and proprietary source materials remain protected for as long as they constitute trade secrets under applicable law.
24.5 Confidential Information does not include information that is publicly known through no breach, was already known without restriction, is independently developed, or is lawfully received from a third party without duty of confidentiality.
24.6 A party may disclose Confidential Information to the extent required by applicable law, court order or regulatory requirement, provided prompt written notice is given where legally permissible.
25. Suspension and restriction
25.1 Arkero may immediately suspend, restrict or throttle Platform access (in whole or in part) if:
- (a) The Client or an Authorised User breaches these Terms or the MSA;
- (b) Arkero reasonably suspects fraud, credential misuse, security compromise or illegal activity;
- (c) Overdue fees or failed payments remain unresolved following notice;
- (d) The Client's use poses a material technical, legal or operational risk to Arkero or other users; or
- (e) Required by court order, law enforcement or regulatory authority.
25.2 Arkero will provide notice of suspension where practicable and legally permissible, and will restore access promptly once the underlying issue is resolved to Arkero's reasonable satisfaction.
25.3 Suspension does not relieve the Client of accrued payment obligations or liability for prior breach.
26. Account closure and termination
26.1 A Client may close its Client Account by providing written notice to Arkero, subject to the completion of any ongoing Personnel engagements governed by the MSA.
26.2 Arkero may terminate a Client Account for convenience upon thirty (30) days' written notice to the Client.
26.3 Either party may terminate immediately if the other party commits a material breach of these Terms that is incapable of remedy, or fails to remedy a remediable breach within fourteen (14) days of written notice.
26.4 Arkero may terminate immediately if the Client becomes insolvent, enters administration, ceases business operations or makes an assignment for the benefit of creditors.
26.5 Upon account termination, all access rights cease, pending permissions are revoked, and accrued unpaid fees become immediately payable.
27. Data export, retention and deletion
27.1 For a period of thirty (30) days following account closure or termination, the Client may request an export of standard Client Data where export functionality is supported.
27.2 Following the 30-day export window, Arkero has no obligation to maintain or provide Client Data and may securely delete or overwrite it in accordance with Arkero's data retention policies.
27.3 Routine system backups containing Client Data may persist in encrypted archives for up to ninety (90) days following deletion before being permanently overwritten.
27.4 Arkero may retain copies of Client Data, transaction records, audit logs and communication histories to the extent required by applicable tax, corporate, compliance or legal recordkeeping laws.
27.5 Retained data remains subject to Arkero's confidentiality and security obligations until deleted.
27.6 Data export assistance exceeding standard automated self-service tools may be subject to reasonable professional services fees.
28. Warranties and disclaimers
28.1 Arkero warrants that it will provide the Platform with reasonable skill and diligence consistent with industry standards.
28.2 Except as expressly stated in these Terms or the MSA, the Website, Platform and Services are provided on an 'as-is' and 'as-available' basis without warranties of any kind, whether express, implied, statutory or otherwise.
28.3 Arkero specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and quiet enjoyment.
28.4 Arkero does not warrant that the Platform will meet the Client's specific operational requirements, achieve particular business outcomes, or operate free from bugs, viruses or vulnerabilities.
28.5 The Client acknowledges that complex software and internet-based services are inherently subject to technical anomalies and downtime.
28.6 Advice, estimates or representations provided by Arkero staff or marketing materials do not create warranties beyond those set out in these Terms.
29. Statutory and non-excludable rights
29.1 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law (Competition and Consumer Act 2010 (Cth)), the Consumer Guarantees Act 1993 (NZ) or other applicable legislation that cannot lawfully be excluded.
29.2 Where legislation implies a non-excludable condition or warranty, Arkero's liability for breach of such condition is limited, at Arkero's sole option, to:
- (a) In the case of goods: the replacement, repair or cost of replacing the goods; and
- (b) In the case of services: supplying the services again, or paying the reasonable cost of having the services supplied again.
29.3 Where the Client acquires services for business purposes in New Zealand, the provisions of the Consumer Guarantees Act 1993 (NZ) do not apply to the maximum extent permitted by law.
30. Liability
30.1 To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, punitive or exemplary damages, or for loss of profits, revenue, data, goodwill, anticipated savings or business opportunity, whether arising in contract, tort (including negligence), equity or statute.
30.2 Arkero's total aggregate liability arising out of or in connection with these Terms, the Website and the Platform (whether in contract, tort, negligence, indemnity or otherwise) is capped at the total Platform Fees paid by the Client to Arkero in the twelve (12) months preceding the event giving rise to liability, or AUD $2,500, whichever is greater.
30.3 For claims arising from a material breach of confidentiality (clause 24) or gross negligence in platform security safeguards, the aggregate liability cap is AUD $10,000.
30.4 The liability caps in clauses 30.2 and 30.3 do not apply to:
- (a) The Client's payment obligations under these Terms or the MSA;
- (b) Liability arising from fraud, wilful misconduct or criminal acts; or
- (c) Liability that cannot lawfully be limited under applicable Australian or New Zealand law.
30.5 Each party's liability under these Terms will be reduced proportionally to the extent the other party's act, omission or negligence contributed to the loss.
30.6 A party must take reasonable commercial steps to mitigate any loss or damage it suffers.
30.7 Staffing and Personnel liabilities are governed separately by the Master Services Agreement and do not fall under the Platform liability limits in this clause.
31. Client indemnity
31.1 The Client indemnifies and holds harmless Arkero, its directors, officers, employees and agents against any third-party claims, losses, damages, liabilities and reasonable legal expenses arising from or in connection with:
- (a) Client Data infringing the intellectual property, privacy or legal rights of any third party;
- (b) The Client's or an Authorised User's material breach of clause 11 (Acceptable use and prohibited conduct) or clause 13 (Sensitive and restricted data); or
- (c) Fraudulent, unlawful or tortious acts committed by the Client or its Authorised Users through the Platform.
31.2 Arkero will promptly notify the Client of any indemnified claim, permit the Client to control the defense (at Client's expense), and provide reasonable cooperation.
31.3 The Client must not settle any claim that imposes financial or operational liability on Arkero without Arkero's prior written consent.
32. Electronic communications and notices
32.1 Notices given under these Terms must be in writing and sent by electronic mail or delivered through secure Platform messaging.
32.2 Notices to Arkero must be sent to legal@arkero.com.au or hello@arkero.com.
32.3 Notices to the Client will be sent to the primary corporate email address associated with the Client Account.
32.4 Electronic notices are deemed delivered on the next Business Day after sending, provided no transmission failure notification is received.
32.5 The Client consents to receiving electronic communications regarding updates, billing, security advisories and operational announcements.
33. Changes to these Terms
33.1 Arkero may update or modify these Terms from time to time.
33.2 Updated Terms will be published on the Arkero Website with a revised 'Last updated' date.
33.3 Where an update introduces materially adverse changes to existing paying Clients, Arkero will provide at least thirty (30) days' advance notice via email or Platform notification, unless urgent changes are required for legal, regulatory or security reasons.
33.4 If a Client does not agree to a materially adverse change, the Client may terminate its Client Account within the 30-day notice period by written notice to Arkero.
33.5 Continued use of the Platform after the effective date of updated Terms constitutes acceptance of the changes.
33.6 Routine improvements, wording clarifications and non-material administrative updates take effect immediately upon posting.
33.7 No employee or agent of Arkero has authority to alter these Terms orally.
34. Complaints and dispute resolution
34.1 The parties agree to attempt to resolve any dispute, controversy or claim arising out of or in connection with these Terms through good faith commercial negotiations prior to commencing formal litigation.
34.2 A party initiating dispute resolution must provide written notice detailing the nature of the dispute, desired outcome and supporting information (Dispute Notice).
34.3 Within fourteen (14) Business Days of receiving a Dispute Notice, designated senior executives from each party must meet (virtually or in person) and use reasonable endeavours to resolve the dispute.
34.4 If the dispute is not resolved within thirty (30) days of the Dispute Notice, either party may refer the matter to mediation administered by the Resolution Institute in accordance with its Mediation Rules.
34.5 Mediation will take place in Sydney, Australia (or virtually by agreement), and costs of the mediator will be shared equally.
34.6 Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.
34.7 The parties must continue performing their undisputed contractual duties during the dispute resolution process.
35. Governing law and jurisdiction
35.1 These Terms and any dispute or claim arising out of or in connection with them are governed by and construed in accordance with the laws of the State of New South Wales, Australia.
35.2 Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or relating to these Terms.
35.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or the provision of the Services.
36. General
36.1 Entire agreement: These Terms, together with the Privacy Policy and any applicable Master Services Agreement, Statement of Work or product-specific schedule, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions, understandings and representations.
36.2 Assignment: The Client must not assign, novate or transfer its rights or obligations under these Terms without Arkero's prior written consent. Arkero may assign or novate its rights and obligations to a related entity or in connection with a merger, acquisition or sale of assets upon written notice.
36.3 Subcontracting: Arkero may engage reputable third-party contractors and infrastructure partners to perform Services, remaining responsible for their acts and omissions subject to these Terms.
36.4 Force majeure: Neither party is liable for failure or delay in performing obligations (other than payment duties) caused by events beyond reasonable control, including natural disasters, acts of war, terrorism, civil unrest, labor disputes, pandemic orders or major internet infrastructure failures.
36.5 No partnership or agency: Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between Arkero and the Client.
36.6 Severability: If any provision of these Terms is held invalid, illegal or unenforceable by a court of competent jurisdiction, that provision will be severed or modified to the minimum extent necessary, and the remaining provisions will continue in full force.
36.7 Waiver: A failure or delay by a party to exercise any right or remedy under these Terms does not constitute a waiver of that or any other right or remedy.
36.8 Survival: Provisions that by their nature should survive termination will survive, including clauses 1, 8, 12, 22, 24, 27, 28, 29, 30, 31, 35 and 36.
36.9 Contact: For queries regarding these Terms, contact legal@arkero.com.au or Arkero HR Services, Level 14, 333 George Street, Sydney NSW 2000, Australia.
Managed remote staffing for Australian and New Zealand businesses.
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