Terms of Service

These Terms of Service ("Terms") are an agreement between Zuno Group Pty Ltd ("Zuno", "we", "us" or "our") and the business that places an Order, creates an account or otherwise uses our services ("Customer", "you" or "your"). They apply to the Zuno hospitality labour forecasting, rostering and workforce optimisation platform (the "Platform"). The Platform is owned by Zuno Enterprises Pty Ltd (ACN 692 113 321) and is operated by us under licence. Clause 26 applies to all visitors to the website at zuno.au.

By placing an Order, creating an account or using the Platform you agree to these Terms. If you do not agree, you must not use the Platform.

The Platform is supplied for business use only. The person accepting these Terms confirms that they are over 18 years of age and have authority to bind the Customer.

Enterprise and white-label customers. If you have signed a separate written agreement with us for the Platform, such as an enterprise, multi-site or white-label agreement, that agreement governs your use of the Platform and these Terms apply only to the extent that agreement says so.

If there is an inconsistency, the following order of precedence applies: (a) the Data Processing Addendum, for privacy and data handling matters; (b) the Order; (c) these Terms.

• Affiliate means a related body corporate within the meaning of the Corporations Act 2001 (Cth).
• Authorised User means a person you permit to use the Platform under your account, such as an owner, manager or staff member.
• Beta Feature means a feature we identify as beta, pilot, preview or evaluation.
• Customer Data means data that you or your Authorised Users submit to the Platform, or that we retrieve from third party systems at your direction, including point of sale (POS), roster and staff data.
• De-identified Data means data that has been de-identified or aggregated so that it does not identify, and cannot reasonably be used to identify, an individual, you or your venues.
• Excluded Data means sensitive information and health information as defined in the Privacy Act 1988 (Cth), tax file numbers, bank account details and government identifiers.
• Fees means the fees for your Subscription set out in your Order.
• Order means the plan you select at sign-up, or an ordering document agreed with us, that sets out your sites, users, Subscription Term and Fees.
• Outputs means forecasts, recommended rosters, labour guidance and other results generated by the Platform.
• Subscription means your right to access the Platform, and Subscription Term means the period of that right, including any renewal.

The Platform provides sales forecasting, roster generation and labour optimisation guidance for hospitality venues. It is accessed through a web browser.

The Platform has a deliberate scope. It is not a payroll system and it is not a time and attendance system. It does not interpret modern awards or enterprise agreements, and it is not a substitute for legal, payroll, tax, accounting or industrial relations advice. Where award rates or similar information are displayed, they are displayed for your awareness, review and acceptance.

We may improve, change or discontinue features of the Platform from time to time. If a change materially reduces the core functionality of a Subscription you have paid for, you may terminate that Subscription by written notice within 30 days of the change and we will refund any prepaid Fees for the period after termination.

Your purchase is not conditional on the delivery of any future feature, or on any statement we have made about future features.

• You must provide accurate account information and keep it up to date.
• You are responsible for your Authorised Users, for their compliance with these Terms, for keeping login credentials confidential, and for activity under your account. You must tell us promptly if you become aware of unauthorised access.
• A Subscription is required for each site and each Authorised User as set out in your Order.
• Your Affiliates may use the Platform under your Order. If your Order says so, your franchisees may also use it. You are responsible for their compliance with these Terms as if they were you.

• If we give you access to the Platform or a Beta Feature at no charge, these Terms apply to that access. If you have signed a separate pilot agreement with us, that agreement prevails to the extent of any inconsistency.
• Pilots, trials and Beta Features may be incomplete, may change and may contain errors. They are excluded from our availability and support commitments in clause 16.
• We may end a pilot, trial or Beta Feature by giving you reasonable notice, and we will give you a reasonable opportunity to export your Customer Data.
• Subject to clause 18, our total liability for a pilot, trial or Beta Feature provided at no charge is limited to A$100.

• You must pay the Fees set out in your Order. Fees are charged per site and per Authorised User.
• If you add sites or Authorised Users during a Subscription Term, they are charged at the then current price, pro rata for the remainder of the term, and end on the same date as your existing Subscription.
• Unless stated otherwise, Fees are exclusive of goods and services tax (GST) and other taxes. Where GST applies we will add it to the Fees and issue a tax invoice.
• Monthly Subscriptions are billed monthly in advance by card through our third party payment provider. Annual Subscriptions are billed annually in advance and are paid by direct bank transfer to the account stated on our invoice. Invoiced Fees are due within 30 days of the invoice date unless your Order says otherwise.
• If a payment is overdue we will notify you. If it remains unpaid 14 days after our notice we may suspend access until it is paid. We will not suspend access while you are disputing the amount reasonably and in good faith.
• We may change the Fees by giving you at least 30 days' written notice. For an annual Subscription a change takes effect at renewal. For a monthly Subscription it takes effect from the first billing period after the notice period. If you do not accept the change you may cancel under clause 7 before it takes effect.

• A monthly Subscription continues month to month until cancelled.
• An annual Subscription renews for a further 12 months unless you cancel before the renewal date. We will send you a renewal reminder at least 30 days before the renewal date stating the renewal date and the Fees that will apply.
• You may cancel at any time in your account settings or by emailing us at hello@zuno.au. Cancellation takes effect at the end of your current billing period or Subscription Term. We do not charge cancellation fees.
• Fees already paid are not refundable on cancellation, except where clause 18, 21, or 22 provides otherwise or where the Australian Consumer Law requires a refund.

You must:

• use the Platform lawfully and in accordance with these Terms;
• ensure Customer Data is accurate and that you have the right to provide it to us, including personal information about your staff. The quality of Outputs depends on the quality of the data supplied;
• give your staff any notices, and obtain any consents, required by law for the handling of their information through the Platform;
• not submit Excluded Data to the Platform, including in free-text fields;
• review and verify each recommended roster and other Output for accuracy, fairness and legal compliance before you adopt or publish it;
• comply with the workplace laws that apply to you, including the Fair Work Act 2009 (Cth), applicable modern awards and enterprise agreements, any consultation or notification obligations that apply to roster changes, your record-keeping and pay slip obligations, and anti-discrimination laws; and
• determine which awards, agreements and rates apply to each of your employees and pay them correctly.

You remain responsible for your obligations as an employer. Use of the Platform does not transfer those obligations to us.

You must not, and must not allow anyone else to:

• access the Platform without authorisation, circumvent usage limits or interfere with its security, integrity or performance;
• copy, modify or create derivative works of the Platform;
• reverse engineer, decompile or attempt to extract the source code, underlying algorithms, models, model parameters or training data of the Platform, except to the extent that this restriction is prohibited by law;
• use the Platform or Outputs to build, train or benchmark a competing product, service or model;
• use the Platform in a way that would breach anti-discrimination laws;
• introduce malicious code, or store or transmit unlawful or infringing content; or
• sell, resell, sublicense or provide the Platform to third parties, except as permitted by clause 4.

Our direct competitors must not access the Platform without our prior written consent.

• Your data. You own your Customer Data. Nothing in these Terms transfers ownership of it to us.
• Our data. Zuno Data is owned by Zuno Enterprises Pty Ltd, the owner of the Platform. Zuno Data means De-identified Data, data about how the Platform is used, and all models, model parameters, features, statistical insights and learnings that we or our Affiliates derive from operating the Platform, including those derived from processing Customer Data. Zuno Data is not Customer Data. We are not required to delete, return or retrain any Zuno Data when your Subscription ends.
• Licence to us. You grant us and our Affiliates a non-exclusive, royalty-free licence to host, copy, transmit, process and use Customer Data to: (a) provide, secure and support the Platform for you, including training and calibrating the forecasting models for your venues; (b) develop, train, test and improve our models, algorithms, products and services, including across our customer base; and (c) create De-identified Data and other Zuno Data, measure performance and produce benchmarks.
• Duration. The licence in paragraph (a) lasts for your Subscription Term. The licence in paragraphs (b) and (c) is perpetual and irrevocable for Customer Data received during your Subscription Term, and continues after termination.
• Personal information. Where Customer Data includes personal information, we will use it under this clause only as permitted by the Privacy Act 1988 (Cth) and the Data Processing Addendum. We de-identify personal information before we use it across our customer base under paragraphs (b) and (c).
• Our commitments. We will not sell Customer Data. We will not disclose your Customer Data to another customer, and we will not publish or disclose any data in a form that identifies you, your Affiliates, your venues or any individual, except as you direct or as required by law.
• After termination. We may retain Customer Data that is not personal information, such as venue sales and trading data, for the purposes in paragraphs (b) and (c). Personal information is dealt with under the Data Processing Addendum.
• Export. You may export your Customer Data during your Subscription Term using the tools available in the Platform or by request to us.

• How Outputs are produced. The Platform uses proprietary machine learning models developed by Zuno. The models are statistical. Outputs are estimates and recommendations based on past data and the data available to the Platform. They are not a guarantee of future demand or outcomes, and they may be inaccurate or incomplete.
• No third party AI providers. As at the date of these Terms we do not use third party large language models or third party AI model providers to process Customer Data. If that changes we will update our Privacy Policy.
• Human in the loop. The Platform is designed so that a manager accepts, overrides or confirms each recommended roster before it takes effect.
• Your decisions. Outputs are intended to assist, not replace, human decision making. You are responsible for the decisions you make using Outputs, including rostering decisions that affect your staff. You must not use Outputs as the sole basis for decisions about hiring, discipline, performance management, termination or pay.
• Not advice. Outputs are not legal, payroll, tax, financial or industrial relations advice.
• No promised result. We do not promise that use of the Platform will achieve a particular financial result or labour cost saving.

Nothing in this clause limits your rights under clause 18.

The Platform may connect to third party systems such as POS, time and attendance or payroll systems. Your use of those systems is governed by your agreement with the relevant provider, and any exchange of data between you and that provider is between you and it. We do not control third party systems. To the extent permitted by law we are not responsible for their availability, security or accuracy, and we may stop supporting an integration if the provider stops making it available on reasonable terms.

Zuno Enterprises Pty Ltd and its licensors own all intellectual property rights in the Platform, including the software, models, model architecture, training and calibration methods, documentation, Zuno Data and all improvements to any of them, whoever makes them. We operate the Platform under licence from Zuno Enterprises Pty Ltd. No rights are granted to you other than as expressly set out in these Terms.

Subject to these Terms we grant you a non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform and Outputs for your internal business purposes during your Subscription Term.

The Zuno name and logo are trade marks used by us and our Affiliates. You must not use them without our written consent.

If you or your Authorised Users give us feedback or suggestions, you grant us and our Affiliates a perpetual, irrevocable, royalty-free licence to use them.

• Confidential Information means information disclosed by one party to the other that is marked confidential or that ought reasonably to be understood as confidential. Your Confidential Information includes Customer Data. Ours includes the Platform, its models and methods, and non-public pricing.
• Confidential Information does not include information that is or becomes public other than through a breach, was already lawfully known to the recipient, is lawfully received from a third party without restriction, or is independently developed.
• The recipient must protect the other party's Confidential Information with at least reasonable care, use it only for the purposes of these Terms, and disclose it only to its personnel, Affiliates, contractors and advisers who need to know it and are bound by obligations no less protective than this clause.
• The recipient may disclose Confidential Information to the extent required by law, and must give the other party prior notice where legally permitted.
• Nothing in this clause restricts our use of Customer Data and Zuno Data as permitted by clause 10.

We handle personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). Where we handle personal information on your behalf, the Data Processing Addendum applies and forms part of these Terms.

We will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for planned maintenance, of which we will give advance notice where practicable, and unavailability caused by events beyond our reasonable control. We do not commit to a service level unless we agree one with you in writing. Support is available by email at hello@zuno.au.

• Each party warrants that it has the authority to enter into these Terms.
• We warrant that we have the rights necessary to provide the Platform to you, and that we take reasonable steps to keep the Platform free of malicious code.
• You warrant that you have the permissions, consents and authorisations required to submit Customer Data to the Platform and to have us handle it under these Terms.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) ("ACL") or any other law that cannot lawfully be excluded, restricted or modified.

If the consumer guarantees in the ACL apply to our supply to you, and the services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then to the extent permitted by section 64A of the ACL 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 having the services supplied again.

Subject to this clause, and to the maximum extent permitted by law, all warranties not expressly set out in these Terms are excluded.

Subject to clause 18:

• neither party is liable to the other for loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings or any indirect or consequential loss arising in connection with these Terms;
• to the extent permitted by law, we are not liable for any underpayment or overpayment of your employees, or for any penalty you incur under workplace laws;
• each party's total liability to the other arising in connection with these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the Fees paid or payable by you in the 12 months before the event giving rise to the claim. Multiple claims do not increase this limit; and
• a party's liability is reduced to the extent that the other party caused or contributed to the loss.

The limits in this clause do not apply to your obligation to pay the Fees, to your breach of clause 9 or infringement of our intellectual property rights, to liability for fraud or wilful misconduct, or to liability that cannot lawfully be limited.

• By us. We will defend you against any third party claim that your use of the Platform in accordance with these Terms infringes that third party's intellectual property rights, and will indemnify you against damages and costs finally awarded or agreed in settlement. If such a claim arises we may modify the Platform so that it no longer infringes, obtain a licence for your continued use, or terminate the affected Subscription on 30 days' notice and refund prepaid Fees for the period after termination. This indemnity does not apply to claims arising from Customer Data, third party systems, your breach of these Terms, or Subscriptions provided at no charge.
• By you. You will defend us and our Affiliates against any third party claim arising from Customer Data that you had no right to provide, from your submission of Excluded Data, or from your use of the Platform in breach of law or these Terms, and will indemnify us against damages and costs finally awarded or agreed in settlement.
• Conditions. Each indemnity is subject to the indemnified party giving prompt notice of the claim, allowing the indemnifying party to control the defence and settlement, and giving reasonable assistance at the indemnifying party's cost. An indemnity is reduced to the extent the indemnified party contributed to the loss.

• Either party may terminate these Terms by written notice if the other party commits a material breach and does not remedy it within 30 days after receiving notice of the breach, or if the other party becomes insolvent.
• We may suspend access where reasonably necessary to address a security risk, a breach of clause 9 or an overdue payment under clause 6. We will give notice and an opportunity to remedy where practicable, and restore access once the issue is resolved.
• We may terminate your Subscription without cause by giving at least 30 days' written notice.
• We may terminate by written notice if you are acquired by, or come under the control of, one of our direct competitors.
• If we terminate without cause or under the previous bullet point, or you terminate because of our unremedied material breach, we will refund any prepaid Fees for the period after termination.
• On termination you must stop using the Platform. For 30 days after termination we will, on request, make your Customer Data available for export. After that period we will deal with it in accordance with clause 10 and the Data Processing Addendum.

We may change these Terms. If a change is material we will give you at least 30 days' notice by email or in the Platform before it takes effect. If you do not accept the change you may terminate before it takes effect and we will refund any prepaid Fees for the period after termination. A change required by law or needed to address a security risk may take effect sooner.

If a dispute arises, the parties will first try to resolve it by good faith discussion between senior representatives within 20 business days of written notice of the dispute. This clause does not prevent a party seeking urgent injunctive relief.

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts entitled to hear appeals from them.

• Electronic acceptance. You agree to transact with us electronically. Selecting a button or checkbox to accept these Terms or an Order has the same effect as a signature.
• Notices. We will send notices to the email address on your account. Billing notices go to your billing contact. You may send notices to hello@zuno.au.
• Assignment. You may assign these Terms with our written consent, which we will not unreasonably withhold. You may assign them without consent to the successor to your business, subject to clause 21. We may assign these Terms to an Affiliate or to a successor to our business by giving you notice.
• Subcontractors. We may use subcontractors and remain responsible for their performance.
• Reference. We may identify you as a customer of Zuno in our marketing unless you tell us in writing that you do not agree.
• Relationship. The parties are independent contractors. These Terms do not create a partnership, agency, joint venture or employment relationship.
• Entire agreement. These Terms, the Data Processing Addendum and any Order are the entire agreement about their subject matter. Terms in your purchase order or other documents do not apply. This does not exclude liability for misleading or deceptive conduct or for representations that cannot lawfully be excluded.
• Waiver and severability. A failure or delay in exercising a right is not a waiver of it. If part of these Terms is unenforceable, the rest continues to apply.
• Events outside a party's control. A party is not liable for delay or failure caused by events beyond its reasonable control, other than an obligation to pay money.
• Survival. Clauses 10, 13, 14, 18, 19, 20, 23, 24, and 25 survive termination.

This clause applies to everyone who visits zuno.au.

• Content on the website is general information about Zuno and the Platform. It is not advice, and you should not rely on it as a substitute for your own enquiries.
• You must not misuse the website, including by attempting unauthorised access, introducing malicious code or scraping content.
• The website may link to third party websites. We do not control them and are not responsible for their content.
• All content on the website is owned by us, our Affiliates or our licensors.

Zuno Group Pty Ltd (ACN 692 114 060, ABN 26 692 114 060)

Email: hello@zuno.au