Platform Terms of Service - NEO - Global Employment Marketplace Platform

SCHEDULE 2: PLATFORM TERMS OF SERVICE

This Schedule 2 forms part of the Customer Master Services Agreement (the “Agreement”) between NEO Global Pty Ltd (“NEO”) and Customer. It governs Customer’s access to and use of the NEO Platform. Capitalised terms not defined in this Schedule have the meanings given in the Agreement.

1. Definitions

1.1 In this Schedule:

“Administrator” means a Customer employee or authorised representative designated by Customer to manage Customer’s Platform account, including adding and removing Authorised Users.

“Authorised User” means any individual authorised by Customer to access the Platform on Customer’s behalf, including Administrators and other Customer personnel.

“Platform” means NEO’s proprietary web-based software platform, including all associated tools, dashboards, interfaces, and functionality made available to Customer for managing Work Orders, Resources, payments, and related services.

“Platform Data” means all data, content, and information uploaded to, entered into, or generated through the Platform by or on behalf of Customer, including Work Order details, Resource information, documents, and communications.

“System Credentials” means usernames, passwords, API keys, and other authentication credentials used to access the Platform.

2. Access and Accounts

2.1 Grant of Access

Subject to the terms of the Agreement and this Schedule, NEO grants Customer a non-exclusive, non-transferable, revocable right to access and use the Platform during the Term solely for Customer’s internal business purposes in connection with the Services.

2.2 Administrator Accounts

Customer shall designate at least one Administrator who will be responsible for:

(a) Managing Customer’s Platform account;

(b) Adding, removing, and managing Authorised Users;

(d) Ensuring Authorised Users comply with this Schedule; and

(e) Serving as the primary point of contact for Platform-related communications.

2.3 Authorised Users

Customer is responsible for all acts and omissions of its Authorised Users. Customer shall ensure that each Authorised User:

(a) Is an employee, contractor, or authorised representative of Customer;

(b) Has a legitimate business need to access the Platform;

(d) Does not share their System Credentials with any other person.

2.4 Credential Security

Customer is responsible for maintaining the confidentiality and security of all System Credentials. Customer shall:

(a) Use strong, unique passwords for all accounts;

(b) Enable multi-factor authentication where available;

(d) Promptly deactivate System Credentials for any individual who no longer requires access; and

(e) Not share System Credentials between individuals.

2.5 Access Levels

The Platform may provide different access levels with varying permissions. Customer is responsible for assigning appropriate access levels to Authorised Users based on their role and need. NEO is not responsible for any loss or damage resulting from Customer’s failure to appropriately restrict access.

3. Acceptable Use

3.1 Permitted Use

Customer may use the Platform only for lawful purposes in connection with the Services, including:

(a) Submitting and managing Work Orders;

(b) Onboarding and managing Resources;

(d) Communicating with NEO and Marketplace Partners;

(e) Accessing reports and analytics; and

(f) Such other functions as NEO makes available from time to time.

3.2 Prohibited Conduct

Customer shall not, and shall ensure that Authorised Users do not:

(a) Use the Platform for any unlawful purpose or in violation of any applicable law or regulation;

(b) Attempt to gain unauthorised access to any part of the Platform, other accounts, or systems connected to the Platform;

(d) Use any automated means (including bots, scrapers, or crawlers) to access the Platform without NEO’s prior written consent;

(e) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;

(f) Copy, modify, or create derivative works of the Platform or any part thereof;

(g) Remove, alter, or obscure any proprietary notices on the Platform;

(h) Use the Platform to transmit any malicious code, virus, or harmful content;

(i) Use the Platform to send spam, unsolicited communications, or harassing content;

(j) Sublicense, sell, resell, transfer, or otherwise make the Platform available to any third party except as expressly permitted;

(k) Use the Platform in any manner that could damage, disable, overburden, or impair the Platform; or

(l) Use the Platform to circumvent any fees or payment obligations under the Agreement.

3.3 Suspension for Violation

NEO may immediately suspend Customer’s access to the Platform if NEO reasonably believes Customer has violated this Section 3. NEO will provide notice of such suspension as soon as practicable and will restore access promptly after Customer has remedied the violation to NEO’s reasonable satisfaction.

4. Platform Data

4.1 Ownership

As between NEO and Customer, Customer retains all right, title, and interest in and to Platform Data. Customer grants NEO a non-exclusive, worldwide, royalty-free licence to use, copy, store, and process Platform Data solely to the extent necessary to provide the Services and operate the Platform.

4.2 Customer Responsibilities

Customer is responsible for:

(a) The accuracy and completeness of Platform Data;

(b) Obtaining all necessary consents and authorisations to provide Platform Data to NEO;

(d) Maintaining appropriate backups of Platform Data.

4.3 Data Processing

NEO’s processing of Personal Data within Platform Data is governed by Schedule 1 (Data Processing Addendum).

4.4 Aggregated Data

NEO may collect, use, and disclose aggregated, anonymised, or de-identified data derived from Platform Data for analytics, benchmarking, product improvement, and other lawful business purposes, provided such data does not identify Customer or any individual.

4.5 Data Retention and Return

Upon termination of the Agreement, NEO will make Platform Data available for Customer to export for a period of 30 days. After such period, NEO may delete Platform Data in accordance with its standard data retention policies, except as required by law or the Data Processing Addendum.

5. Intellectual Property

5.1 NEO Ownership

NEO and its licensors own all right, title, and interest in and to the Platform, including all software, technology, designs, interfaces, documentation, and other materials (excluding Platform Data). Nothing in this Schedule or the Agreement transfers any ownership interest in the Platform to Customer.

5.2 Restrictions

Except as expressly permitted in this Schedule, Customer shall not:

(a) Copy, modify, or create derivative works of the Platform;

(b) Distribute, sublicense, lease, or lend the Platform to any third party;

(d) Use NEO’s trademarks, logos, or branding without prior written consent; or

(e) Remove or alter any proprietary notices or labels on the Platform.

5.3 Feedback

If Customer provides suggestions, ideas, or feedback about the Platform (“Feedback”), NEO may use such Feedback without restriction or obligation to Customer. Customer hereby assigns to NEO all right, title, and interest in and to any Feedback.

6. Platform Availability

6.1 Availability Target

NEO targets Platform availability of 99.5% measured on a monthly basis, excluding scheduled maintenance and circumstances beyond NEO’s reasonable control. This is a target, not a guarantee, and does not create any enforceable service level commitment unless separately agreed in writing.

6.2 Scheduled Maintenance

NEO may perform scheduled maintenance on the Platform from time to time. NEO will use reasonable efforts to:

(a) Schedule maintenance during off-peak hours (typically weekends or evenings AEST);

(b) Provide at least 48 hours’ notice of scheduled maintenance that may materially affect Platform availability; and

6.3 Emergency Maintenance

NEO may perform emergency maintenance without prior notice if necessary to address security vulnerabilities, prevent data loss, or respond to critical issues. NEO will notify Customer as soon as practicable of any emergency maintenance.

6.4 No Guarantee

NEO does not warrant that the Platform will be uninterrupted, error-free, or free of harmful components. NEO is not liable for any unavailability, interruption, or degradation of the Platform, except to the extent caused by NEO’s gross negligence or wilful misconduct.

7. Support

7.1 Support Channels

NEO provides Platform support through the following channels:

(a) Email: support@neohr.io

(b) In-Platform help centre and documentation

7.2 Support Hours

Standard support is available during NEO’s business hours: Monday to Friday, 9:00 AM to 6:00 PM AEST, excluding Australian public holidays.

7.3 Response Times

NEO targets the following initial response times for support requests:

Priority	Description	Target Response
Critical	Platform completely unavailable; payment processing failure	4 business hours
High	Major feature unavailable; significant performance degradation	1 business day
Normal	Minor feature issue; general questions; how-to requests	2 business days

These are targets, not guarantees. NEO will use reasonable efforts to meet these response times but is not liable for failure to do so.

7.4 Customer Cooperation

Customer shall provide reasonable cooperation and information to assist NEO in diagnosing and resolving support issues, including access to Authorised Users, system logs, and relevant documentation.

8. Platform Changes

8.1 Updates and Enhancements

NEO may update, modify, or enhance the Platform from time to time to improve functionality, security, or performance. Such updates are included in the Services at no additional charge.

8.2 Material Changes

NEO will provide at least 30 days’ notice before implementing material changes to the Platform that may significantly affect Customer’s use, except where:

(a) The change is required to address a security vulnerability or legal requirement;

(b) The change is necessary to prevent harm to NEO, the Platform, or other users; or

8.3 Discontinuation

If NEO discontinues a material Platform feature, NEO will provide at least 90 days’ notice and, where practicable, offer a reasonable alternative or migration path.

8.4 No Obligation to Develop

Nothing in this Schedule obligates NEO to develop or release any particular feature, functionality, or update. NEO’s product roadmap and development priorities are at NEO’s sole discretion.

9. Integrations and API

9.1 Third-Party Integrations

The Platform may offer integrations with third-party applications and services. Customer’s use of third-party integrations is subject to the terms and privacy policies of those third parties. NEO is not responsible for any third-party applications or their availability, security, or performance.

9.2 API Access

NEO may make APIs available to enable Customer to integrate the Platform with Customer’s systems. API access is subject to:

(a) NEO’s API documentation and usage guidelines;

(b) Rate limits and usage restrictions as specified by NEO;

(d) Any additional terms NEO may require for API access.

9.3 API Credentials

API credentials are System Credentials and subject to the security requirements in Section 2.4. Customer is responsible for all activity conducted using its API credentials.

10. Security

10.1 NEO Security Measures

NEO implements and maintains reasonable technical and organisational security measures to protect the Platform and Platform Data, including:

(a) Encryption of data in transit and at rest;

(b) Access controls and authentication mechanisms;

(d) Incident detection and response procedures; and

(e) Employee security training.

10.2 Security Incident Notification

NEO will notify Customer without undue delay upon becoming aware of a security incident that has resulted in unauthorised access to Platform Data. Notification will include, to the extent known, the nature of the incident, affected data, and remediation steps.

10.3 Customer Security Responsibilities

Customer is responsible for:

(a) Maintaining the security of System Credentials as set out in Section 2.4;

(b) Implementing appropriate security measures for Customer’s own systems that connect to the Platform;

(d) Promptly reporting any suspected security incidents to NEO.

11. Disclaimers

11.1 Platform Provided “As Is”

Except as expressly set out in this Schedule, the Platform is provided “as is” and “as available.” To the maximum extent permitted by law, NEO disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.2 No Warranty of Results

NEO does not warrant that the Platform will meet Customer’s specific requirements or achieve any particular results. Customer is responsible for evaluating the suitability of the Platform for its needs.

11.3 Third-Party Content

NEO is not responsible for the accuracy, completeness, or reliability of any third-party content, integrations, or services accessed through the Platform.

12. Limitation of Liability

NEO’s liability in connection with this Schedule is subject to the limitations set out in Section 7 (Limitation of Liability) of the Agreement. For clarity, any unavailability of the Platform that does not result from NEO’s gross negligence or wilful misconduct does not give rise to any liability or right to terminate.

13. Survival

Sections 4.5 (Data Retention and Return), 5 (Intellectual Property), 11 (Disclaimers), and 12 (Limitation of Liability) survive termination or expiration of the Agreement.

[END OF SCHEDULE 2]