HomeSysGuard

Platform Terms of Service

SysGuard is operated by K and M Finance Solutions Pty Ltd (ABN 99 653 784 064) ("we", "us", "our"). Registered address: Unit 22/67-71 Eton Street, Sutherland NSW 2232 Contact: office@sysguard.com.au

Effective: 1 July 2026

These Terms form a binding agreement between you (the business subscribing to SysGuard — "you", "the Customer") and us. By creating an account, accessing the platform, or allowing your personnel to do so, you accept these Terms. If you are accepting on behalf of a company, you warrant you are authorised to bind it.

1. Definitions

  • Platform — the SysGuard software, websites, APIs, mobile interfaces and related services.
  • Customer Data — all data you or your Authorised Users submit to, or generate through, the Platform, including rosters, shift records, timesheets, rates, worker records, client records, invoices and payroll information.
  • Authorised User — a person you permit to access the Platform under your account, including your staff, contractors, workers and client contacts.
  • Output — any calculation, report, document, export or file the Platform generates from Customer Data, including pay figures, invoices, statements and accounting exports.

2. The Platform and your licence

We grant you a non-exclusive, non-transferable, revocable right to access and use the Platform for your own internal business operations for as long as your subscription is current and you comply with these Terms.

The Platform is provided as a service. You do not acquire any copy of, or ownership interest in, the software. We may improve, modify, add to or remove features over time. Where a change would materially reduce core functionality you rely on, clause 20 applies.

3. Accounts, users and security

You are responsible for:

  • all activity that occurs under your account and your Authorised Users' logins;
  • keeping credentials confidential and not sharing logins between people;
  • promptly removing access for anyone who leaves your business or changes role;
  • ensuring your Authorised Users comply with these Terms and the Acceptable Use Policy.

You must notify us promptly at office@sysguard.com.au if you become aware of any unauthorised access to your account.

We may require multi-factor authentication or other security measures, and may suspend a login we reasonably believe is compromised.

4. Customer Data — your data, your responsibility

As between you and us, you own your Customer Data. You grant us a licence to host, process, transmit, back up and display it strictly to provide, secure, support and improve the Platform, and as otherwise set out in the Privacy Policy and Data Processing Addendum.

You are solely responsible for:

  • the accuracy, completeness and legality of all Customer Data, including shift times, pay rates, award classifications, worker details, bank details, tax file numbers, client details and invoice information;
  • having the right to provide that data to us, and having given any notices and obtained any consents required from your workers and clients (including under the *Privacy Act 1988* (Cth)) for us to process it as contemplated by these Terms;
  • deciding who within your business may see what, using the Platform's role and permission controls; and
  • retaining your own records as required by law — see clause 8.

The Platform processes what you give it. It does not independently verify Customer Data against any external source, and it cannot know whether a rate, classification, entitlement or worker detail you have entered is correct.

5. Payroll, awards, invoicing and tax — no professional advice

This clause is important. Please read it.

The Platform is a calculation and record-keeping tool. It is not a payroll bureau, accountant, bookkeeper, tax agent, migration adviser or legal adviser, and nothing it produces is professional advice.

You acknowledge and agree that:

  • you remain the employer (or principal) of your workers and retain full and non-delegable responsibility for compliance with the *Fair Work Act 2009* (Cth), all applicable modern awards, enterprise agreements, the National Employment Standards, superannuation guarantee obligations, PAYG withholding, Single Touch Payroll, workers compensation, long service leave, payroll tax and all other employment and tax obligations;
  • Outputs must be checked by you before they are relied upon — before any worker is paid, any invoice is issued, any figure is lodged with a government body, and any accounting record is created;
  • rates, penalties, loadings, allowances, overtime, breaks, public holiday treatment and classifications are configured by you, and the Platform applies the configuration you give it; and
  • we are not responsible for underpayment, overpayment, incorrect classification, incorrect entitlements, incorrect invoicing, incorrect tax treatment, or any resulting claim, penalty, back-pay order, audit, prosecution or reputational harm, where it arises from Customer Data, your configuration, your instructions, or your failure to review an Output.

Nothing in this clause limits any liability we have for our own failure to exercise due care and skill in supplying the Platform, to the extent that liability cannot lawfully be limited (see clause 16).

6. Artificial intelligence features

Parts of the Platform use automated and artificial-intelligence processing — for example reading timesheets from photographs, scanned documents or PDFs, and suggesting matches to workers and worksites.

You acknowledge that:

  • AI output is assistive and probabilistic, not authoritative. It can misread handwriting, dates, times, names and totals, and it can be confidently wrong;
  • the Platform is designed so that AI-extracted data is presented for human review and approval before it becomes a shift record, and you agree to use that review step and not to bypass or automate around it;
  • you must verify AI-derived data before it is used to pay anyone or to bill anyone; and
  • to provide these features, relevant document content is processed by third-party AI service providers listed in the Data Processing Addendum.

We do not warrant that AI-derived data will be accurate or complete, and to the maximum extent permitted by law we are not liable for loss arising from reliance on unverified AI output.

7. Availability, maintenance and downtime

We aim to keep the Platform available and to provide it with due care and skill. However we do not guarantee uninterrupted or error-free availability, and you accept that the Platform may be unavailable, degraded or delayed from time to time.

Interruptions may arise from, among other things: scheduled or emergency maintenance; software defects; capacity or performance limits; security incidents or measures taken to contain them; failures of hosting, database, network, email, payment or other upstream providers; internet or telecommunications faults; changes made by third-party services we integrate with; your own equipment, browser, device or connectivity; and events outside our reasonable control (clause 19).

We will use reasonable endeavours to schedule planned maintenance outside typical Australian business hours and to give advance notice where practicable, but urgent or security-related work may be carried out at any time without notice.

No service credits or uptime guarantee are offered under these Terms unless we have agreed one with you separately and in writing. Support expectations are described in the Support and Availability Statement, which is a description of our practices and not a contractual service level.

Business continuity is your responsibility. You must maintain your own contingency arrangements so that you can roster, pay workers and invoice clients during a period when the Platform is unavailable.

8. Backups, data retention and data loss

We take routine backups of Platform data as part of operating the service, and we take reasonable technical and organisational measures to protect data integrity.

However:

  • our backups are for our operational purposes and are not a record-keeping service for you. They are not guaranteed to be complete, current, restorable to a particular point in time, or retained for any particular period;
  • you must keep your own copies of business-critical records — including invoices, payroll reports, timesheet source documents and accounting exports — using the Platform's export functions or otherwise. The Platform provides export tools for this purpose;
  • you are responsible for your own statutory record-keeping obligations, including employee records under the *Fair Work Regulations 2009* (Cth) and records required by the ATO. Storing something in the Platform does not discharge those obligations; and
  • deletion or alteration of data by you or your Authorised Users may be irreversible. Features such as archiving or soft-deletion are conveniences, not guarantees of recoverability.

To the maximum extent permitted by law, we are not liable for loss, corruption or unavailability of data where you have not maintained your own copies as required by this clause. Nothing in this clause limits liability that cannot lawfully be limited (clause 16).

9. Third-party services and integrations

The Platform interoperates with third-party services, which may include accounting systems (such as Xero and MYOB), payment providers (such as Stripe), email delivery providers, hosting and database providers, AI providers, and government or industry data sources.

You acknowledge that:

  • those services are provided by independent third parties under their own terms and privacy policies, which you are responsible for reviewing and complying with where you hold the relationship;
  • we do not control and are not responsible for their availability, performance, accuracy, security, pricing, or any change to or withdrawal of their functionality or interfaces;
  • where you connect a third-party account to the Platform, you authorise us to access and exchange data with it as needed to provide the connected feature, and you warrant you are authorised to grant that access; and
  • if a third party changes or discontinues its service, a Platform feature that depends on it may change, degrade or cease, and that alone is not a breach of these Terms.

Data pushed into an external accounting system becomes a record in that system. You are responsible for reviewing what lands there, and for reconciliation.

10. Fees and payment

Fees, billing frequency and any usage limits are as set out in your subscription or order, or as published by us. Unless stated otherwise, fees are exclusive of GST, which will be added where applicable.

Where fees apply, you agree to pay them by the due date. We may suspend access for accounts materially overdue, after giving you reasonable notice and an opportunity to pay.

We may change fees for a future billing period by giving you at least 30 days' written notice. If you do not accept a fee change you may terminate before it takes effect, and you will not be charged the increased amount.

Amounts we collect on your behalf from your own clients (where such a feature is used) are handled as described in the applicable payment terms and are subject to the payment provider's rules, including chargebacks and reversals.

11. Acceptable use

You must comply with the Acceptable Use Policy, which forms part of these Terms. In particular you must not: attempt to gain unauthorised access to the Platform or to another customer's data; probe, scan or test its security without our written consent; reverse engineer, decompile or attempt to derive source code; scrape or bulk-extract data other than through provided export features; introduce malicious code; impose an unreasonable load; resell, sublicense or provide access to third parties who are not your Authorised Users; or use the Platform unlawfully or to infringe another person's rights.

12. Intellectual property

We (and our licensors) own all intellectual property rights in the Platform, including its software, interfaces, designs, documentation, templates and branding. Nothing in these Terms transfers any of those rights to you.

If you give us feedback, suggestions or ideas, we may use them without restriction or obligation to you. This does not give us any right to your Customer Data beyond the licence in clause 4.

We may use aggregated and de-identified data derived from use of the Platform to operate, secure, analyse and improve it, provided it does not identify you, your workers, your clients, or your commercial information.

13. Confidentiality

Each party must keep the other's confidential information confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, was already lawfully known, is independently developed, or must be disclosed by law (in which case, where lawful, the discloser will be notified).

14. Privacy and personal information

Our handling of personal information is described in the Privacy Policy and, for data processed on your behalf, the Data Processing Addendum. Both form part of these Terms.

You acknowledge the Platform is used to process sensitive categories of personal information about your workers — which may include contact details, dates of birth, licence and accreditation details, bank account details and tax file numbers. You are responsible for collecting that information lawfully and for giving your workers the notices required under the *Privacy Act 1988* (Cth) about its collection, use, storage and disclosure to us as your service provider.

15. Suspension

We may suspend your access, or that of an Authorised User, immediately where we reasonably consider it necessary to: protect the security or integrity of the Platform or another customer's data; respond to a suspected breach of clause 11; comply with the law or a direction from an authority; or address a material overdue payment after notice under clause 10.

Where practicable we will tell you first, and we will limit the suspension to what is reasonably necessary and restore access promptly once the cause is resolved.

16. Warranties, consumer guarantees and disclaimers

To the maximum extent permitted by law, and subject to the paragraphs below, the Platform and all Outputs are provided "as is" and we exclude all implied warranties, terms and conditions — including as to merchantability, fitness for a particular purpose, accuracy, and non-infringement.

We do not warrant that: the Platform will be uninterrupted, timely, secure or error-free; defects will be corrected; Outputs will be accurate or suitable for your purposes; or the Platform will meet any specific regulatory obligation that applies to your business.

Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the *Competition and Consumer Act 2010* (Cth) (including the Australian Consumer Law) or any other law, where doing so would be unlawful. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law.

Where we are permitted to limit our liability for breach of a consumer guarantee in respect of services that are not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited, at our option, to:

  • supplying the services again; or
  • paying the cost of having the services supplied again.

17. Limitation of liability

Subject to clause 16:

(a) Excluded loss. Neither party is liable to the other for any loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or reputation, or any indirect or consequential loss, however arising.

(b) Cap. Our total aggregate liability to you for all claims arising out of or in connection with these Terms or the Platform, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees paid by you to us for the Platform in the twelve (12) months immediately before the first event giving rise to the liability, or AUD $1,000 if that is greater.

(c) Data. Without limiting clause 8, we are not liable for loss or corruption of Customer Data to the extent it would have been avoided had you kept your own copies as required by clause 8.

(d) Your contribution. Our liability is reduced to the extent the loss was caused or contributed to by you, your Authorised Users, your Customer Data, your configuration, your failure to review an Output, or your failure to mitigate.

(e) Carve-outs. Nothing in this clause limits either party's liability for: fraud; wilful misconduct; death or personal injury caused by negligence; a party's payment obligations; or any liability that cannot lawfully be limited.

These limits reflect the fees charged and the allocation of risk the parties have agreed, including that you retain control of, and responsibility for, the underlying employment and financial decisions.

18. Indemnity

You indemnify us against loss, damage, liability and reasonable legal costs we suffer arising from a third-party claim to the extent it is caused by:

  • your Customer Data, or our processing of it in accordance with these Terms;
  • your breach of clause 4 (rights, notices and consents), clause 11 (acceptable use) or clause 12 (intellectual property);
  • your unlawful use of the Platform; or
  • a claim by one of your workers, clients or contractors relating to your employment, engagement, pay, entitlements or billing decisions.

This indemnity does not apply to the extent the loss was caused by our breach of these Terms, our negligence, or our wilful misconduct. We will notify you promptly of any claim, not admit liability without your consent, and let you control the defence of it (acting reasonably), and we will take reasonable steps to mitigate.

19. Events outside our control

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, including: natural disaster, fire, flood or extreme weather; epidemic or pandemic and related public-health measures; war, terrorism, riot or civil unrest; industrial action; failure of power, internet or telecommunications; failure or outage of a third-party hosting, database, payment, email or AI provider; cyber attack, including denial-of-service and ransomware; and act of government or regulator.

The affected party must notify the other as soon as practicable and use reasonable endeavours to resume performance. If the event continues for more than 30 consecutive days, either party may terminate on notice without liability for that termination.

20. Changes to these Terms and to the Platform

We may update these Terms — for example to reflect new features, changes in the law, or changes to our third-party providers.

For any change that is materially adverse to you, we will give at least 30 days' notice by email to your account's nominated address or by prominent notice in the Platform. If you do not accept the change, you may terminate at any time before it takes effect and receive a pro-rata refund of any fees paid in advance for the unused period. Continuing to use the Platform after the change takes effect means you accept it.

Minor changes — such as clarifications, contact details, or changes that do not reduce your rights — may take effect on posting.

We may also modify or discontinue features. If we permanently discontinue a core feature you materially rely on, and do not provide a substantially equivalent replacement, you may terminate under this clause and receive a pro-rata refund for the unused period.

21. Term and termination

These Terms apply while you have an account.

You may terminate at any time by giving notice and closing your account. Unless a fixed term applies, termination takes effect at the end of the then-current billing period; fees already paid are not refundable except where these Terms say otherwise or the law requires it.

We may terminate: on 30 days' written notice; immediately if you commit a material breach that is not remedied within 14 days of notice; immediately if you commit a material breach that cannot be remedied; immediately for non-payment that remains outstanding 30 days after notice; or immediately if you become insolvent or an equivalent event occurs.

22. What happens to your data when the agreement ends

For 30 days after termination, you may export your Customer Data using the Platform's export functions, or ask us in writing for an export. We will provide it in a commonly used machine-readable format within a reasonable period. We may charge a reasonable fee for a non-standard extraction.

After that 30-day period we may delete Customer Data from active systems. Residual copies may persist in routine backups for a limited period until overwritten in the ordinary cycle, and we may retain data where the law requires us to.

Export your data before you close your account. We are not liable for data you did not export within the period above.

23. Notices

Notices to you may be given by email to the address on your account or by prominent notice within the Platform, and are taken to be received when sent or posted. Notices to us must be sent to office@sysguard.com.au. It is your responsibility to keep your account email current.

24. Disputes

If a dispute arises, the parties must first try to resolve it in good faith: the party raising it gives written notice describing the dispute, and senior representatives of each party meet (including by video) within 14 days. Neither party may start court proceedings about the dispute until that step has been attempted, except to seek urgent interlocutory relief or to recover an undisputed debt.

25. General

  • Governing law. These Terms are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of its courts.
  • Assignment. You may not assign these Terms without our written consent (not unreasonably withheld). We may assign them to a related body corporate or in connection with a sale of our business, on notice to you.
  • Subcontracting. We may use subcontractors and subprocessors (see the Data Processing Addendum) and we remain responsible for their performance of our obligations.
  • Entire agreement. These Terms, together with the Acceptable Use Policy, Privacy Policy and Data Processing Addendum, are the entire agreement between the parties about the Platform and supersede earlier discussions.
  • Severance. If a provision is unenforceable it is read down or severed to the minimum extent necessary, and the rest continues.
  • No waiver. A failure or delay in exercising a right is not a waiver of it.
  • Relationship. Nothing creates a partnership, joint venture, employment or agency relationship.
  • Survival. Clauses 4, 5, 8, 12, 13, 16, 17, 18, 22 and 25 survive termination.
Platform Terms of Service — SysGuard