Terms of Service

By creating an account, you confirm that you are at least 18 years of age, have legal capacity to enter into binding contracts under the law of your jurisdiction, and agree to these Terms, our Privacy Policy, and (where you act as a provider) the Provider Agreement.

If you register on behalf of a business or other legal entity, you represent that you have authority to bind that entity to these Terms.

TalvexIT is an online marketplace and workflow platform that connects customers seeking IT services (“Customers”) with individual IT engineers and IT consulting companies offering those services (collectively, “Providers”). The Platform provides tools for scoping requirements (including optional AI-assisted scope drafting), inviting providers, submitting and reviewing proposals, generating purchase orders and invoices, exchanging messages, and mediating disputes.

The Platform supports the workflow around an engagement. It is not the engagement itself. Each service contract is formed directly between the Customer and the Provider on the terms they agree (scope, price, deliverables, milestones, governing law if different from these Terms). Waveful is not a party to that contract and has no right or obligation under it.

You must provide accurate, current, and complete information during registration and keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.

You must notify us immediately at security@talvexit.com.au if you suspect unauthorised access. We recommend enabling multi-factor authentication on every account.

You may not share your account credentials. Each individual or entity must hold their own account. We may suspend or terminate accounts that provide false information, share credentials, or are used to violate these Terms.

Individual providers must complete video identity verification (KYC) and upload current professional credentials and insurance certificates before their profiles are made visible to Customers. Verification status may lapse where documents expire and is withdrawn where documents are found to be invalid.

Company providers must provide company registration documents, current insurance certificates, and at least one verified administrator. Company verification is reviewed by our compliance team and may take up to two business days.

Submitting false, expired, or misleading verification documents is grounds for immediate account termination and may be referred to relevant regulators or law-enforcement agencies.

Customers may post requirements, invite providers (directly or via auto-match), review proposals, and engage a provider through the Platform. By accepting a proposal and signing the resulting Purchase Order, the Customer forms a direct service contract with the Provider on the agreed scope, schedule, milestones, and price.

Customers are responsible for providing accurate requirement descriptions, timely feedback on deliverables, and prompt acceptance or rejection of each milestone within the review period agreed in the engagement scope (default five business days from delivery submission).

Where a milestone is not actioned within the review period and no dispute is raised, the Platform marks the milestone as accepted by inaction. This marks the workflow state only — it does not itself move money, because Waveful does not hold customer funds. The Customer remains obliged to pay the Provider in accordance with the Purchase Order through the payment rail the Provider has nominated.

The Platform may automatically generate Tax Invoices on behalf of GST-registered providers using the engagement data agreed by both parties. The Customer is responsible for verifying that the invoice corresponds to the agreed engagement before paying.

Customers using the Platform are bound by the additional terms set out in the Customer Agreement (v1.0) which is incorporated into these Terms by reference for Customer accounts. The Customer Agreement covers payment obligations to Providers, ABN-withholding obligations when engaging Providers without a valid ABN, GST input-credit verification, and the limits on Waveful's liability for any Provider's services.

Providers agree to deliver services in accordance with each accepted proposal, to the professional standard expected of their stated credentials and specialisations, and in compliance with all applicable laws.

Providers must maintain valid public liability and professional indemnity insurance (where appropriate to their service category) for the duration of any active engagement. The account is suspended where insurance documentation lapses, and is reinstated once current documentation is uploaded.

No off-platform circumvention. Providers must not solicit, accept, or arrange direct payment from a Customer outside the Platform for any engagement that originated through the Platform, for a period of 24 months from first contact between the parties on the Platform. This protects the integrity of the marketplace; it does not extend to pre-existing relationships the Provider can demonstrate predate the Platform contact.

Intellectual property default. Unless explicitly varied in the engagement scope, all intellectual property created by the Provider in the course of an engagement is assigned to the Customer on payment in full, with the Provider retaining the right to use general-purpose tools, methodologies, and pre-existing materials used in delivering the engagement.

Providers acting as suppliers of services on the Platform are bound by the additional terms set out in the Provider Agreement (v2.1) which is incorporated into these Terms by reference for Provider accounts.

Subscription is our only revenue. Access to the Platform is provided on a subscription basis. Subscribers select a tier from those published at /pricing and pay the corresponding monthly or annual fee directly to Waveful through the Platform billing system, which is processed by Stripe Payments Australia Pty Ltd. We do not take a commission, percentage cut, or per-engagement fee from amounts paid by a Customer to a Provider.

Direct customer-to-provider payment. Customers pay Providers directly using a payment rail the Provider has nominated — for example a Stripe payment link, Australian bank transfer, PayID, SWIFT wire, PayPal, Wise, or other rail the Provider supports. Payment funds flow directly from the Customer's account to the Provider's nominated account. They do not pass through Waveful at any stage. The Platform records the workflow state (invoice issued, payment evidence uploaded, receipt confirmed) but does not move money.

Taxes and GST. Each party is responsible for its own tax obligations. Where a Provider is registered for GST in Australia, the document the Provider issues through the Platform is a Tax Invoice within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Where the Provider is not GST-registered, the document is an Invoice (not a Tax Invoice) and no GST is charged. The Platform classifies engagements (domestic, GST-free export under s38-190, reverse-charge under Division 84, etc.) and pre-populates the PDF accordingly; the Provider is responsible for verifying that the classification is correct for their particular supply.

ABN withholding. Where a Provider does not supply a valid ABN, an Australian Customer may be required by the Taxation Administration Act 1953 (Cth) to withhold tax at the top marginal rate (currently 47%) from the amount they pay the Provider. The Platform may surface a withholding-warning notice on invoices and Purchase Orders to alert both parties to this obligation. The notice does not constitute tax advice. The Customer and the Provider remain responsible for handling withholding correctly under Australian law.

Refunds and refunds for failed services. Because Waveful does not hold engagement funds, any refund or partial refund flowing from the dispute-resolution process at clause 10 is effected directly between the Customer and the Provider through the same payment rail used for the original payment. The Platform records the action but does not execute the transfer. Nothing in this clause limits a Customer's rights under the Australian Consumer Law — see clause 11.

Subscription refunds. Platform subscription fees paid to Waveful are non-refundable except where required by law, including failure of a consumer guarantee under the Australian Consumer Law. Subscribers may cancel at any time; cancellation takes effect at the end of the current paid period.

All content, software, design, and infrastructure of the TalvexIT Platform is owned by or licensed to Waveful Digital Platforms and is protected by Australian and international copyright, trade-mark, and other intellectual property law. You may not copy, modify, reverse-engineer, scrape, or create derivative works of the Platform except as permitted by these Terms or by mandatory law.

By submitting content to the Platform (profiles, listings, proposals, messages, scope documents, attachments), you grant Waveful a non-exclusive, royalty-free, worldwide licence to use, store, display, transmit, and back-up that content for the limited purpose of operating the Platform and providing the Services. This licence ends when the content is removed from the Platform, except where retention is required by law or by our audit-log retention obligations described in the Privacy Policy.

Intellectual property created by Providers in the course of an engagement is dealt with under clause 6.

You may not use the Platform to:

• Post false, misleading, or fraudulent information, including impersonating another person or entity;
• Solicit or arrange off-platform payment in breach of clause 6 (anti-circumvention);
• Upload malware, viruses, spyware, ransomware, or any code intended to disrupt or compromise systems;
• Harass, threaten, or abuse other users, our staff, or our contractors;
• Scrape, crawl, or systematically extract Platform data outside of features explicitly provided for export;
• Engage in money laundering, terrorism financing, sanctions evasion, or any other financial crime;
• Use the Platform in breach of any export-control, sanctions, anti-bribery, consumer-protection, privacy, or tax law applicable to you; or
• Reverse-engineer, decompile, or attempt to derive source code of the Platform except as permitted by mandatory law.

Suspected violations may result in immediate account suspension or termination, removal of content, withholding of access, and reporting to relevant regulators or law-enforcement agencies.

Where a Customer and Provider cannot resolve a dispute about an engagement directly, either party may raise a formal dispute through the Platform within ten business days of the milestone review deadline.

A Waveful compliance reviewer will assess submissions and evidence from both parties and issue a determination — for example, full payment, full refund, partial split, or remediation required. The determination is binding between the Customer and the Provider as a matter of contract and is enforced by the parties directly (because Waveful does not hold the engagement funds, see clause 7).

Disputes involving allegations of fraud, illegal activity, or serious professional misconduct may be escalated to relevant regulators or law-enforcement agencies.

Nothing in this clause prevents either party from pursuing legal remedies in a court of competent jurisdiction. Where the dispute involves an Australian Customer who is a consumer for the purposes of the Australian Consumer Law, the consumer's rights under that law are unaffected.

Nothing in these Terms excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy implied by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or by any other law that cannot be excluded.

Where a service we supply to you (for example access to the Platform under a paid subscription) fails to meet a consumer guarantee under the Australian Consumer Law, you are entitled to the remedies provided by that law. Where permitted, our liability for failure to comply with a consumer guarantee in relation to services that are not of a kind ordinarily acquired for personal, domestic, or household use is limited, at our option, to:

• the resupply of the services; or
• the payment of the cost of having the services resupplied.

Waveful is not the supplier of the IT services Customers obtain from Providers — those services are supplied by the Provider directly. The Australian Consumer Law applies to a Customer's claim against a Provider in the normal way; that claim is between the Customer and the Provider.

Subject to clause 11, the Platform is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, except those that cannot be excluded. Waveful does not warrant that the Platform will be uninterrupted, error-free, or free from harmful components.

Verification of provider credentials, identity, insurance, and ABN is performed in good faith using third-party data sources and is intended as a risk-reduction measure. It is not a guarantee of any Provider's performance, financial standing, or fitness for any particular engagement. Waveful is not responsible for the quality, fitness for purpose, or outcome of any engagement between users.

Subject to clause 11, to the maximum extent permitted by law, Waveful's aggregate liability to you for any claim arising out of or related to these Terms or your use of the Platform — whether in contract, tort (including negligence), under statute, or otherwise — is capped at the total subscription fees you have actually paid to Waveful in the twelve months immediately preceding the act, omission, or event giving rise to the claim. For Users who have paid no subscription fees, the cap is AUD 100.

To the maximum extent permitted by law, Waveful is not liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of data, whether or not we have been advised of the possibility of such damages.

Nothing in this clause excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability that cannot be excluded under the Australian Consumer Law or other applicable mandatory law.

You agree to indemnify and hold harmless Waveful Digital Platforms, its officers, directors, employees, contractors, and agents from and against any third-party claim, demand, loss, damage, cost, or expense (including reasonable legal costs on a solicitor-and-client basis) arising out of or in connection with:

• your use of the Platform in breach of these Terms;
• any engagement between you and another user, including any services supplied or received under that engagement;
• any content you submit through the Platform; or
• your breach of any law or of the rights of any third party.

This indemnity does not apply to the extent the claim arises from Waveful's own breach of these Terms, its negligence, or its wilful misconduct.

You may close your account at any time from the account settings page or by contacting support@talvexit.com.au. Closure does not affect obligations under active engagements or any outstanding financial matter between you and another user.

We may suspend or terminate your account immediately where you materially breach these Terms, provide false information, fail required verification, or where we reasonably determine your use of the Platform poses a risk to other users, to the Platform, or to Waveful. We will provide reasonable notice where it is practicable to do so.

Provisions of these Terms which by their nature should survive termination — including payment obligations under existing engagements, intellectual property, dispute resolution, indemnities, limitations of liability, and the governing law clause — survive termination.

These Terms are governed by the laws of Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from any court of competent jurisdiction.

For Users in the European Economic Area or the United Kingdom, nothing in these Terms limits rights under applicable EU/UK consumer-protection law. For Users in any other jurisdiction, nothing in these Terms limits rights under any mandatory consumer-protection law of that jurisdiction.

By checking the acceptance box on the registration screen, by clicking “Accept” on any consent screen presented in the Platform, or by otherwise using the Platform after notice of these Terms, you accept these Terms electronically.

Your acceptance is recorded together with your IP address, user-agent, and a timestamp, and constitutes a valid electronic signature under the Electronic Transactions Act 1999 (Cth). You consent to receive communications from Waveful (including notice of changes to these Terms) in electronic form via the email address on your account.

We may amend these Terms from time to time. We will notify registered users of material changes by email to the address on the account at least fourteen days before the changes take effect, unless an earlier date is required by law. Continued use of the Platform on or after the effective date of the amended Terms constitutes acceptance of the amendment.

Non-material changes (typographical corrections, clarifications, changes to contact details) may be made at any time and take effect on publication. The version number and “Last updated” date at the top of this page reflect each amendment.

For questions about these Terms or to give notice under them:

• Legal: legal@talvexit.com.au
• Account / billing support: support@talvexit.com.au
• Security incidents: security@talvexit.com.au

Waveful Digital Platforms (ABN 49 602 081 005) · Australia

Waveful Digital Platforms is the legal entity that owns and operates the TalvexIT platform at talvexit.com.