Terms and Conditions

These Terms and Conditions (“Terms”) govern your use of services, software, products, and hardware provided by Core Intelligent Solutions Pty Ltd t/a Core Software (“Core Software”, “we”, “us”, or “our”). By engaging with Core Software, you (“Customer”) agree to be bound by these Terms.

1. Introduction

Core Software is an Australian-based company providing technology products and services, including software sales, consulting, implementation, support, outsourced services, hosted platform services (Software-as-a-Service), and third-party solutions. These Terms apply to all engagements with Core Software, including the purchase of products and services, use of our platforms, and participation in project implementations.

2. Definitions

• Agreement: this document, any signed Quote, and any referenced policies.
• Customer: the entity engaging with Core Software.
• Services: all services provided by Core Software, including consulting, software implementation, training, support, outsourced services, platform services, and third-party services.
• Products: all software and hardware sold or licensed by Core Software, including third-party solutions.
• Platform: any Software-as-a-Service or hosted platform offering provided by Core Software, including but not limited to CoreIntel.
• Third Party: any vendor, provider, or partner whose products or services are resold or supported by Core Software.
• Quote: a cost estimate or proposal issued by Core Software.
• Business Day: any day excluding Saturdays, Sundays, and public holidays in Western Australia, or in such other jurisdiction as is agreed in the signed Quote for engagements operating outside Australia.

3. Governing Law

These Terms are governed by the laws of Western Australia. The parties submit to the exclusive jurisdiction of the courts of Western Australia.

4. Agreement Acceptance

By signing a Quote, registering, using, or accessing any of our services or systems, the Customer agrees to these Terms. If the Customer disagrees with these Terms, they must refrain from using our services.

5. Customer Data and Licence

• All Customer data remains the property of the Customer.
• Core Software is granted a limited licence to access, use, and process Customer data solely to deliver agreed services.
• The Customer is responsible for user access, content uploaded, and compliance with applicable laws.

6. Term and Termination

6.1 Term

Agreements between Core Software and the Customer commence upon execution of a Quote or other written agreement, or upon the Customer’s first use of the Services, whichever occurs first. Agreements remain in effect for the period set out in the Quote, or until terminated in accordance with this Section 6.

6.2 Termination during Implementation

During the implementation phase of any engagement, including the platform setup phases for SaaS engagements and the implementation phase for outsourced services, either party may terminate by providing thirty (30) days written notice, unless otherwise specified in the signed Quote. Upon such termination:

• Core Software is entitled to retain all milestone payments received and to invoice for work completed beyond paid milestones, calculated on a pro-rata basis;
• Any pre-paid amount in excess of work completed will be refunded within thirty (30) days of final invoice settlement;
• The Customer retains ownership of its data within the relevant Core Software environment;
• Core Software will provide reasonable assistance with data export in accordance with Section 6.6.

6.3 Termination for Cause

Either party may terminate any engagement immediately for cause where:

• The other party commits a material breach of these Terms or a signed Quote that is not remedied within thirty (30) days of written notice specifying the breach; or
• The other party becomes insolvent, enters administration, voluntary or involuntary liquidation, or is otherwise unable to fulfil its obligations.

Termination for cause does not preclude either party from pursuing other remedies available under applicable law.

6.4 Termination of Platform Subscription (SaaS)

Where Core Software provides Software-as-a-Service (SaaS) platform services, the platform subscription is governed by the following:

• The minimum subscription term is twelve (12) months from the go-live date, unless otherwise specified in the signed Quote;
• The Customer is committed to the minimum subscription term in full;
• Where the Customer terminates during the minimum subscription term, Core Software is entitled to invoice the remaining months of the minimum subscription term as final settlement, unless termination is for material cause by the Customer that has not been remedied within thirty (30) days of written notice;
• Following the minimum subscription term, the subscription continues on a month-to-month basis, and termination requires ninety (90) days written notice from either party;
• Where the signed Quote specifies different subscription terms, the Quote prevails.

6.5 Termination of Outsourced Services

Where Core Software provides outsourced services, including managed payroll, HR, and similar services as described in Section 10, termination of an active outsourced services agreement requires ninety (90) days written notice from either party, unless otherwise specified in the signed Quote.

6.6 Suspension and Effect of Termination

Core Software may suspend services immediately for non-compliance with these Terms, breach of acceptable use, or misuse of the Services. Upon termination of any engagement:

• The Customer’s data within the Core Software environment remains the property of the Customer;
• Core Software will provide reasonable assistance with data export in standard format upon written request within thirty (30) days of termination;
• Confidentiality obligations (Section 16) survive termination;
• Outstanding invoices remain due and payable;
• All licences, access rights, and permissions granted to the Customer in connection with the Services terminate immediately, except where otherwise required by law or by ongoing data export assistance.

7. Service Scope

7.1 Engagement scope

Services are delivered as outlined in the signed Quote. Any variation requires written approval.

7.2 Nature of services

Core Software provides management consulting, systems advisory, software implementation, outsourced services, and platform services as described in the signed Quote and these Terms. Core Software does not provide:

• financial product advice, financial planning advice, or investment advice within the meaning of the Corporations Act 2001 (Cth);
• tax (financial) advice within the meaning of the Tax Agent Services Act 2009 (Cth) or any other regulated tax advice;
• legal advice; or
• advice on the merits of any merger, acquisition, capital raising, or securities transaction.

Where the Customer requires advice of the kinds set out above, the Customer should engage an appropriately qualified and licensed adviser. Where Core Software’s work informs operational, systems, or commercial decisions that the Customer subsequently uses to support advice or decisions of those kinds, the Customer remains responsible for obtaining its own qualified advice and for the use it makes of Core Software’s outputs.

8. Support and Service Levels

• Standard support includes online resources and live support during business hours.
• Additional support levels or on-site assistance may be subject to additional fees.

9. Implementation Services

Implementation follows a structured methodology. Core Software manages project scope, resource allocation, reporting, and collaboration with the Customer throughout the engagement.

10. Managed Payroll and Outsourced Services

Where Core Software provides managed payroll, HR, or other outsourced services, the following terms apply in addition to the general provisions of these Terms.

10.1 Customer responsibilities

The Customer is responsible for the timely, accurate, and complete provision of all data required to deliver the services, including payroll inputs, employee records, statutory information, and supporting documentation. The Customer must ensure that all data provided is true and complete, complies with applicable laws, and has been obtained with appropriate consents.

10.2 Cut-off deadlines and processing windows

Core Software will agree with the Customer a payroll calendar setting out the data submission deadlines, processing windows, and pay dates applicable to each cycle. Where the Customer fails to meet an agreed deadline, Core Software is not obliged to process the payroll within the original timeframe and may charge additional fees for accelerated or out-of-cycle processing. Services are delivered during Core Software’s standard business hours (Australian Western Standard Time, AWST). Processing across multiple time zones is performed on a best-efforts basis within these hours.

10.3 Liability for Customer data

Core Software is not liable for errors, omissions, statutory non-compliance, financial loss, or operational disruption arising from inaccurate, incomplete, or late data provided by the Customer. Where Core Software identifies likely data errors, we will notify the Customer; however, the responsibility for verifying and correcting data rests with the Customer.

10.4 Scope boundaries

Outsourcing fees cover the agreed scope of payroll and HR services as set out in the Quote. Additional HR modules, ad hoc reports, custom integrations, parallel runs beyond those agreed, and one-off projects are quoted separately. Significant variations in employee headcount, payroll complexity, or service scope may result in a fee adjustment, with prior notice to the Customer.

10.5 Statutory and regulatory changes

Core Software will use reasonable efforts to keep payroll configurations aligned with applicable statutory changes; however, the Customer remains responsible for ensuring its own compliance with all employment, tax, and regulatory obligations.

11. Platform Services (SaaS)

Where Core Software provides Software-as-a-Service (SaaS) platform services, including but not limited to CoreIntel and any other Core Software hosted platforms (the “Platform”), the following terms apply in addition to the general provisions of these Terms.

11.1 Platform availability and updates

Core Software provides the Platform on a hosted basis, accessible through a web browser or other agreed access method. Core Software will use commercially reasonable efforts to maintain the availability of the Platform during normal operating hours. Core Software does not warrant that the Platform will be uninterrupted, error-free, or free from third-party infrastructure interruptions.

Core Software releases platform updates, enhancements, and new features periodically. Updates may include new functionality, performance improvements, security patches, and refinements to existing capabilities. Scheduled maintenance and significant updates will be communicated in advance where practicable. Core Software determines the timing, scope, and release schedule of platform updates in its sole discretion. The roadmap and timing of future capabilities are governed by Section 12.

11.2 Customer data ownership and tenant isolation

The Customer retains all right, title, and interest in its data within the Platform. The Platform operates on a multi-tenant architecture with strict tenant isolation; the Customer’s data is segregated from other clients’ data and is not exposed to other tenants under any circumstance. Customer data is not used to train models, aggregated into shared analytics, or made available to other clients without the Customer’s explicit written opt-in.

11.3 Hosting and data residency

The Platform infrastructure is hosted with reputable cloud and database providers, with primary data hosting currently located in Tokyo, Japan (Asia-Pacific region). Core Software may, with reasonable notice to the Customer, transition data hosting to a different region or provider where such transition is required for technical, commercial, regulatory, or operational reasons. Customer-specific data residency requirements may be agreed in the signed Quote.

11.4 Customer responsibilities

The Customer is responsible for:

• The accuracy, completeness, and timeliness of all data submitted to the Platform;
• Compliance with applicable laws in respect of data submitted, stored, or processed within the Platform;
• The management of user access, roles, and permissions within the Customer’s tenant, including the prompt removal of access for departing personnel;
• Ensuring its personnel comply with these Terms and any acceptable use guidelines;
• Notifying Core Software promptly of any suspected security incident, unauthorised access, or data breach involving the Platform.

11.5 Performance insights and analytical outputs

The Platform produces structured intelligence outputs, performance insights, and analytical narratives derived from the Customer’s operational and commercial data. These outputs are intended to support, not replace, the Customer’s own analysis, judgment, and decision-making. Core Software does not warrant that any specific insight, narrative, projection, or recommendation will be accurate, complete, or suitable for any particular purpose. The Customer is responsible for validating and contextualising platform outputs before relying on them for material business, operational, financial, or commercial decisions.

11.6 Data export and portability

Upon written request by the Customer, at any time during the engagement or within thirty (30) days following termination, Core Software will provide the Customer’s data in a standard exportable format (such as CSV or equivalent). Standard data exports are provided at no additional cost. Custom export formats, structured migrations, or large-volume historical extracts may be subject to additional fees as quoted by Core Software.

11.7 Acceptable use

The Customer must not, and must not permit any user to:

• Use the Platform for any unlawful, fraudulent, or harmful purpose;
• Attempt to gain unauthorised access to the Platform, other tenants’ data, or Core Software’s underlying infrastructure;
• Reverse engineer, decompile, or attempt to extract the source code or proprietary structure of the Platform;
• Use automated systems (other than agreed integrations) to extract data at scale, beyond reasonable individual user activity;
• Resell, sublicense, or provide the Platform to third parties without Core Software’s prior written consent.

Core Software reserves the right to suspend or terminate access where the Customer or any user breaches these acceptable use provisions.

11.8 Liability for Customer data

Core Software is not liable for errors, omissions, statutory non-compliance, financial loss, or operational disruption arising from inaccurate, incomplete, or late data provided by the Customer or its personnel. Where the Platform identifies likely data anomalies through its validation or confidence-scoring mechanisms, Core Software will surface these for the Customer’s review; however, the responsibility for verifying and correcting data rests with the Customer.

12. Roadmap and Forward-Looking Statements

References in any Core Software material (including but not limited to proposals, Quotes, marketing communications, demonstrations, presentations, sales discussions, and roadmap documents) to future platform capabilities, near-term roadmap items, planned integrations, feature releases, or timing of capability delivery are forward-looking statements based on Core Software’s current platform priorities and operational context.

Such references are aspirational and indicative. They are not contractual deliverables, and Core Software may adjust, defer, replace, or withdraw any roadmap item based on platform priorities, market feedback, technical considerations, customer feedback, regulatory changes, and operational realities.

Core Software’s contractual obligations are limited to:

• The deliverables explicitly defined in the signed Quote;
• The platform features and capabilities available at the time of go-live; and
• The platform subscription as defined in the signed Quote and these Terms.

Where Core Software offers a Customer structured input or visibility into roadmap planning under a relationship designation set out in the signed Quote, this constitutes a relationship privilege, not a commitment to deliver any specific capability within any specific timeframe.

13. Commercial Terms

• Pricing, payment terms, deposits, and billing cycles are detailed in the Quote.
• Additional modules, scope changes, or urgent support may incur additional fees.
• Refunds or disputes must be raised within 14 business days of invoicing.

14. Third-Party Services

Core Software may offer or manage third-party solutions. In such cases:

• The Customer agrees to be bound by the third party’s terms and policies.
• Core Software is not liable for third-party performance, downtime, or changes.
• Any third-party product usage is governed by the respective vendor’s agreement.

15. Privacy and Data Protection

Core Software respects Customer privacy and complies with the Privacy Act 1988 (Cth) and other applicable laws. Our full Privacy Policy is available at: www.coresoftware.au/privacy-policy.

16. Confidentiality

Both parties agree to treat all exchanged information as confidential and use it only for the purpose of fulfilling this agreement. Confidentiality obligations survive the termination of any engagement.

17. Intellectual Property

All intellectual property rights in software, documentation, or content provided by Core Software or its partners remain the property of their respective owners.

18. Liability and Indemnity

18.1 Limitations

Core Software is not liable for any indirect, incidental, consequential, or special damages, including loss of profits, revenue, goodwill, or anticipated savings. Core Software’s total aggregate liability under these Terms shall not exceed the total fees paid by the Customer to Core Software in the twelve (12) months preceding the event giving rise to the claim.

18.2 Exclusions

Without limiting the generality of clause 18.1, Core Software is not liable for losses, damages, or service failures caused by:

• Inaccurate, incomplete, or late data provided by the Customer or any third party acting on the Customer’s behalf;
• Delays, errors, or failures in banking, payment, or settlement systems beyond Core Software’s reasonable control;
• Changes in legislation, regulation, or statutory requirements that affect the services or the Customer’s operations;
• Outages, defects, or service interruptions originating from third-party platforms, vendors, infrastructure, or telecommunications providers, including but not limited to Deel Local Payroll (powered by PaySpace), cloud and database hosting providers, and internet service providers;
• Force majeure events, including but not limited to natural disasters, pandemics, war, civil unrest, cyberattacks, governmental action, or industrial disputes.

18.3 Indemnity

The Customer indemnifies and holds Core Software harmless from any claims, losses, damages, or costs arising from the Customer’s misuse of the services, breach of these Terms, or actions of any third party engaged by the Customer.

19. Non-Solicitation

Neither party shall solicit the employment of the other’s employees or contractors during the term of engagement and for twelve (12) months thereafter.

20. Anti-Corruption

Both parties commit to ethical conduct and compliance with anti-corruption laws. Any violation may result in immediate termination of the Agreement.

21. Updates to These Terms

Core Software reserves the right to amend these Terms from time to time. Updated versions will be published at www.coresoftware.au/terms-and-conditions and will apply from the date of publication.

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