Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the Predelo website (predelo.com) and the Predelo workforce optimization platform and related services (collectively, "Services") provided by Predelo Holdings Pty Ltd (ACN 659 288 776) ("Predelo," "we," "us," or "our").

By accessing or using our Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Description of Services

Predelo provides an AI-powered workforce optimization platform that includes demand forecasting, shift optimization, workflow automation, and workforce analytics. Our Services are designed to integrate with third-party workforce management platforms, primarily Deputy, to enhance scheduling and labor planning capabilities for multi-location businesses.

The specific features, modules, and service levels available to you are determined by your subscription plan and any separate agreement between your organization and Predelo.

3. Accounts and Access

3.1 Account Registration

Access to the Predelo platform requires an authorized account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Authorized Users

Customer administrators are responsible for managing authorized users within their organization. Access should be limited to individuals who require it for legitimate business purposes.

3.3 Account Security

You agree to notify us promptly of any unauthorized access to or use of your account. We are not liable for losses arising from unauthorized use of your account where you have failed to maintain adequate security.

4. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to any part of the Services or related systems
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use the Services to develop a competing product or service
• Share account credentials with unauthorized individuals
• Upload malicious code or content to the platform
• Use the Services in a manner that could harm Predelo, its customers, or third parties

5. Intellectual Property

5.1 Predelo IP

The Services, including all software, algorithms, models, documentation, and other materials, are the intellectual property of Predelo. These Terms do not grant you any ownership rights in the Services.

5.2 Customer Data

You retain all rights to your data. You grant Predelo a limited license to process your data solely to provide the Services. This license terminates when your subscription ends, subject to data retention requirements.

5.3 Aggregated Data

We may use anonymized, aggregated data derived from the Services to improve our platform, develop new features, and conduct research. Aggregated data does not identify individual customers or their employees.

6. Service Availability and Support

6.1 Availability

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. Planned maintenance will be communicated in advance where practicable.

6.2 Support

Support is provided according to the support level included in your subscription plan. Enterprise customers may have separate support terms defined in their service agreement.

6.3 Modifications

We may modify the Services from time to time to add features, improve performance, or address security concerns. We will provide reasonable notice of material changes that may affect your use of the Services.

7. Fees and Payment

7.1 Subscription Fees

Fees are determined by your subscription plan and are payable in accordance with the billing terms agreed upon at the time of purchase.

7.2 Payment Terms

Unless otherwise agreed, invoices are payable within 30 days of the invoice date. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

7.3 Price Changes

We may adjust pricing with at least 30 days advance notice. Price changes apply to the next billing cycle following the notice period.

7.4 Taxes

Fees are exclusive of applicable taxes. You are responsible for all taxes associated with your use of the Services, excluding taxes based on Predelo's income.

8. Term and Termination

8.1 Term

Your subscription begins on the date specified in your order and continues for the subscription term. Subscriptions renew automatically unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

8.2 Termination for Cause

Either party may terminate the agreement if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice.

8.3 Effect of Termination

Upon termination, your access to the Services will cease. We will make your data available for export for a period of 30 days following termination. After this period, we will delete your data in accordance with our data retention policy.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and to use it only for the purposes of performing obligations under these Terms. Confidential information does not include information that is publicly available, already known to the receiving party, or independently developed without reference to the disclosing party's confidential information.

10. Limitation of Liability

10.1 To the maximum extent permitted by law, Predelo's total liability arising out of or relating to these Terms or the Services will not exceed the fees paid by you in the twelve (12) months preceding the event giving rise to the claim.

10.2 In no event will Predelo be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or business opportunities, regardless of the theory of liability.

10.3 These limitations apply whether or not Predelo has been advised of the possibility of such damages and regardless of the failure of essential purpose of any limited remedy.

11. Disclaimers

11.1 The Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.2 Predelo does not warrant that the Services will be uninterrupted, error-free, or completely secure.

11.3 Forecasts, recommendations, and optimizations generated by the Services are based on available data and algorithms. Actual outcomes may vary. Predelo does not guarantee specific business outcomes, cost savings, or compliance results.

12. Indemnification

You agree to indemnify and hold harmless Predelo and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or relating to your use of the Services in violation of these Terms or applicable law.

13. Governing Law and Disputes

These Terms are governed by the laws of New South Wales, Australia. Any disputes arising out of or relating to these Terms will be resolved through binding arbitration in Sydney, Australia, in accordance with the rules of the Australian Centre for International Commercial Arbitration, unless the parties agree to an alternative resolution process.

14. General Provisions

14.1 Entire Agreement: These Terms, together with any applicable order form or service agreement, constitute the entire agreement between you and Predelo regarding the Services.

14.2 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

14.3 Waiver: Failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

14.4 Assignment: You may not assign your rights under these Terms without our prior written consent. Predelo may assign its rights and obligations in connection with a merger, acquisition, or sale of substantially all of its assets.

14.5 Notices: Notices will be sent to the email address associated with your account (for customers) or to legal@predelo.com (for Predelo).

15. Contact

For questions about these Terms: