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End User License Agreement

Version: 4.0 | Last updated: 18 June 2026

My Care CRM (ACN 667 597 659) End User License Agreement Terms

These End User License Agreement terms, together with any Annexures and the Privacy Policy, set out the terms on which My Care CRM (ACN 667 597 659) provides the Platform and Support Services to Customers ("Agreement").

By accessing, downloading or using the Platform, or by using the Support Services, you accept and agree to be bound by the terms and conditions of this Agreement.

If you do not accept the terms of this Agreement you are not authorised to subscribe to or use the Platform and must not access or use the Platform or the Support Services.

1. Meaning of Words

In this Agreement:

2. Licence to Use the Platform

  1. Grant of Licence. Subject to this Agreement, My Care CRM grants the Customer a limited, non-exclusive, non-transferable licence, in accordance with the selected Subscription Scope, to:
    1. access, download and use the Platform;
    2. allow access to the Platform by Users and third parties for the Purpose; and
    3. access, download and use the Content.
  2. Term of Licence. The licence granted under clause 2.1:
    1. is granted for the duration of the Term, during which the Customer must pay the Fees, and will continue for successive Further Terms unless the Customer provides written notice that it does not wish to extend the licence at least thirty (30) days before the end of the then-current Term. My Care CRM will use reasonable endeavours to send the Customer a renewal reminder by email not less than forty-five (45) days before the end of the then-current Term;
    2. continues until this Agreement is terminated in accordance with clause 11; and
    3. is at all times subject to the Customer's compliance with this Agreement.
  3. Subscription Scope. The Customer's access to, and the functionality of, the Platform is limited to the entitlements set out in the selected Subscription Scope.
  4. Acceptance. If the Customer does not accept all of the terms of this Agreement, the Customer is not authorised to use the Platform and must not access or use the Platform or the Support Services.
  5. Fees. The Customer must pay the Fees strictly in accordance with the dates, amounts, minimum terms and payment terms set out in the selected Subscription Scope in Annexure A.
  6. Early Termination by Customer. If the Customer terminates the licence before the end of the Term or any Further Term under clause 11.4, the Customer must pay the remainder of the Fees for the then-current Term. If the Customer has already paid the Fees for the then-current Term, My Care CRM is not required to refund any portion of those Fees.
  7. Interest on Overdue Amounts. If any Fees or other amounts payable under this Agreement remain unpaid for more than fourteen (14) days after the due date, My Care CRM may charge interest on the overdue amount at a rate equal to the cash rate target published by the Reserve Bank of Australia from time to time, plus four per cent (4%) per annum, calculated daily from the due date until the overdue amount is paid in full. This interest rate represents a genuine pre-estimate of the cost to My Care CRM of carrying the overdue amount. This clause does not apply where the Customer has notified My Care CRM of a bona fide dispute in relation to the relevant invoice within fourteen (14) days of the due date.
  8. Annual Fee Adjustment. On each anniversary of the Commencement Date during the Term, My Care CRM may increase the Fees by the consumer price index (CPI) percentage change or equivalent as published by the Australian Bureau of Statistics for the relevant quarter in which the anniversary occurs, provided that the increase will not exceed seven per cent (7%) in any one (1) year. For the avoidance of doubt, the Fees will not be reduced as a result of this calculation. The Customer agrees to pay the Fees as adjusted under this clause, subject to My Care CRM providing the Customer with not less than sixty (60) days' prior written notice of the adjustment. If the adjustment exceeds the CPI percentage change for the relevant quarter by more than three (3) percentage points, the Customer may terminate this Agreement by providing written notice to My Care CRM within thirty (30) days of receiving notice of the adjustment, and My Care CRM will refund any Fees paid in advance for the period after the termination date.
  9. Survival of Fee Provisions. The clauses in this Agreement that deal with the Fees survive the termination or expiration of this Agreement.
  10. Cooling-Off Period. New Customers are entitled to a fourteen (14) day cooling-off period commencing on the Commencement Date (Cooling-Off Period). During the Cooling-Off Period, the Customer may cancel this Agreement by providing written notice to My Care CRM at [email protected], and My Care CRM will refund the Customer any Fees paid in advance, less any pro-rata amount for the period of actual use.
  11. Cooling-Off Limitations. The Cooling-Off Period does not apply to renewals, upgrades, or any Further Term of an existing Agreement. After the expiry of the Cooling-Off Period, termination is governed by clause 11.
  12. Subscription Scope and Support Services. The Customer acknowledges and agrees that:
    1. except as expressly provided in this Agreement (including under clauses 11.4, 11.6 and 11.7), this Agreement will continue for the Term and cannot be terminated by the Customer before the completion of the Term without My Care CRM's prior written consent (which will not be unreasonably withheld if the Customer agrees to pay out the balance of the Fees payable for the remainder of the Term);
    2. its access to and use of the Platform will be limited to the maximum number of Users (if any) set out in the selected Subscription Scope in Annexure A;
    3. the features and functionality of the Platform available to, or accessible by, the Customer will be limited to those available under its selected Subscription Scope; and
    4. it will receive the Support Services from My Care CRM, provided the Customer provides My Care CRM with the access to its systems and technology environment that My Care CRM reasonably requires to deliver the Support Services.

3. Third-Party Integrations

  1. General. The Platform may integrate with or connect to third-party applications and services (Third-Party Integrations) provided by independent third-party providers (Third-Party Providers). Third-Party Integrations are not provided, owned or controlled by My Care CRM. The Customer's use of any Third-Party Integration is subject to that Third-Party Provider's own terms of service, privacy policy and any other applicable agreements.
  2. Acknowledgements. The Customer acknowledges and agrees that:
    1. My Care CRM does not warrant, endorse or guarantee the functionality, reliability, accuracy or availability of any Third-Party Integration;
    2. subject to clause 6 (Limitation of Liability), My Care CRM is not responsible or liable for any loss, damage, claim or expense arising from or in connection with the Customer's or its Users' use of any Third-Party Integration;
    3. the availability and functionality of Third-Party Integrations may change at any time without notice from My Care CRM, including as a result of changes made by the relevant Third-Party Provider; and
    4. My Care CRM may add, modify or discontinue support for any Third-Party Integration at its sole discretion upon reasonable notice to the Customer.
  3. Customer Obligation to Maintain Third-Party Accounts. The Customer must, at its own cost, maintain current and valid licences, subscriptions and accounts with each Third-Party Provider whose integration the Customer elects to enable, and must comply with each Third-Party Provider's terms of service. My Care CRM is not obliged to provide support in respect of any Third-Party Integration where the Customer does not hold a current and valid account with the relevant Third-Party Provider.
  4. Vsure Integration. The Platform integrates with Vsure (www.vsure.com.au), a visa verification and entitlement checking service. The Vsure integration is facilitated through the Platform and charged by My Care CRM at the rates specified in Annexure A. The Customer acknowledges and agrees that:
    1. use of the Vsure integration is subject to Vsure's terms and conditions available at https://www.vsure.com.au/terms-and-conditions-for-vsure/, which the Customer must review and accept prior to use;
    2. Vsure retrieves visa data from the Australian Department of Home Affairs, and neither Vsure nor My Care CRM is responsible for errors in information provided by the Department of Home Affairs;
    3. the Customer is responsible for ensuring the accuracy of all information entered into the Vsure service and for obtaining all necessary consents from individuals whose information is submitted;
    4. all Vsure usage charges incurred through the Platform will be billed by My Care CRM in accordance with the Fees set out in Annexure A;
    5. My Care CRM's liability in respect of the Vsure integration is limited to the facilitation of access through the Platform, and does not extend to the accuracy, completeness or reliability of Vsure's service or results; and
    6. My Care CRM's liability in respect of any error in billing the Customer for Vsure usage is limited to correcting the billing error and issuing a credit or refund in respect of the overcharged amount.
  5. Xero Integration. The Platform integrates with Xero (www.xero.com), a third-party cloud-based accounting platform. The Xero integration allows the Customer to connect the Platform with the Customer's Xero account for accounting and invoicing purposes. The Customer acknowledges and agrees that:
    1. use of the Xero integration requires the Customer to hold a separate, active Xero account, which the Customer must register for, maintain and pay for independently and directly with Xero;
    2. all fees, charges and subscriptions for Xero are payable directly to Xero and are not included in, or charged through, the Platform or the Fees payable under this Agreement;
    3. the Xero integration is provided by My Care CRM on an "as is" basis and is dependent upon the continued availability and compatibility of Xero's application programming interface (API);
    4. My Care CRM is not liable for any disruption to the Xero integration caused by changes to Xero's platform, API or terms of service; and
    5. the Customer is solely responsible for the accuracy and reconciliation of all data exchanged between the Platform and Xero.
  6. SIPcity Integration and SMS Services. The Platform integrates with SIPcity (sipcity.com.au) and TallBob for cloud communications and SMS services. The Customer acknowledges and agrees that:
    1. for voice calling features, use of the SIPcity integration requires the Customer to register for, maintain and pay for a separate account directly with SIPcity;
    2. SMS messages sent through the Platform (including via TallBob) are billed by My Care CRM on a usage-metered basis as set out in Annexure A;
    3. the Customer is solely responsible for its use of communication services and for compliance with all applicable telecommunications laws, regulations, and acceptable use policies; and
    4. My Care CRM is not liable for any disruption, loss, cost or claim arising from or in connection with the Customer's use of third-party communication services, including any failure to deliver messages, calls or other communications.
  7. Data Sharing with Third-Party Integrations. Where the Customer elects to enable a Third-Party Integration, the Customer acknowledges and consents to the sharing of relevant User Data between the Platform and the applicable Third-Party Provider to the extent necessary for the integration to function. The Customer is responsible for ensuring that it has obtained all necessary consents from its Users and any relevant individuals for such data sharing.
  8. Minimisation; Onward Handling. My Care CRM will share only the minimum User Data necessary for the relevant Third-Party Integration to function, and will handle all User Data in accordance with this Agreement and the Privacy Policy. Once User Data is received by a Third-Party Provider, My Care CRM is not responsible for that Third-Party Provider's handling, storage or use of such data, and the Customer should refer to the relevant Third-Party Provider's privacy policy.

4. Account Management

  1. Credentials. The Customer is responsible for maintaining the security and confidentiality of any usernames, passwords, multi-factor authentication factors and other credentials used by the Customer and its Users in connection with the Platform.
  2. Multi-Factor Authentication. The Customer must enable and maintain multi-factor authentication on all User accounts where this functionality is made available by the Platform. The Customer acknowledges that, to the extent permitted by Relevant Law, if the Customer fails to enable or maintain multi-factor authentication on a User account and a Security Incident occurs in respect of that account that could reasonably have been prevented or mitigated by multi-factor authentication, My Care CRM's liability in respect of that Security Incident is reduced to the extent of the Customer's failure.
  3. Account Activity. The Customer is responsible for all activities that occur under its account and its Users' accounts. The Customer must notify My Care CRM promptly of any unauthorised use of its accounts or any other breach of security by the Customer or its Users.
  4. Liability for Misuse. Subject to clause 6 (Limitation of Liability) and any liability that cannot be excluded under Relevant Law, My Care CRM is not liable for any loss the Customer incurs as a result of another person using the Customer's password or account (with or without the Customer's knowledge), and the Customer is liable for losses incurred by My Care CRM or any other party as a result of another person using the Customer's account or password where that use is attributable to a failure by the Customer to comply with clauses 4.1 and 4.2.
  5. No Use of Other Accounts; No Transfer. The Customer must not use any other person's account at any time, and must not assign or transfer its account to any other person without My Care CRM's prior written permission.
  6. Maintenance of Information. The Customer must maintain and update its user information (including Personal Information), data and credentials as required to keep them accurate, current and complete.
  7. Payment Information. The Customer agrees that its payment information will be held by My Care CRM for the purpose of maintaining the Customer's account for the Term and any Further Term.

5. Platform Availability, Updates and Modifications

  1. Operating Standard. My Care CRM operates the Platform as a high-availability service and uses reasonable endeavours to minimise downtime.
  2. Availability. My Care CRM will make the Platform available 24 hours a day, 7 days a week, except for:
    1. planned downtime, for which My Care CRM will give advance notice;
    2. any unavailability caused by a Force Majeure Event;
    3. any access issues resulting from the Customer's or a User's software, hardware or network, or any third-party software, hardware or network not under the control of My Care CRM; and
    4. any access issues resulting from use of the Platform by the Customer or a User inconsistent with this Agreement, including access by unauthorised users.
  3. Updates. My Care CRM may, at its discretion, release updates to the Platform from time to time. All updates are subject to this Agreement. Where the Customer does not agree to an update, the Customer's sole remedy is to terminate its use of the Platform in accordance with this Agreement. Continued use of the Platform after an update constitutes acceptance of the update.
  4. Impact of Updates. My Care CRM will use reasonable endeavours to ensure that updates to the Platform do not materially and adversely impact the Customer's use of the Platform.
  5. Unavailability. The Platform may become unavailable from time to time for scheduled updates or as a result of events beyond My Care CRM's reasonable control, including:
    1. failure or default by any of My Care CRM's third-party service providers;
    2. abnormal usage volumes; or
    3. any breach of this Agreement by a User, or the negligence of a User or its personnel.
  6. Notice of Maintenance. My Care CRM will provide reasonable notice of any prolonged scheduled or unscheduled maintenance, downtime, updates or upgrades as soon as reasonably practicable after becoming aware of the need for such maintenance, downtime, updates or upgrades.
  7. Recovery Objectives. Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO), based on the impact severity of an event, are set out in Annexure C.
  8. Fee Suspension on Prolonged Outage. If the Platform becomes unavailable due to a failure or default of My Care CRM or its third-party service providers for a continuous period of more than two (2) Business Days, the Customer may, by written notice, request that My Care CRM suspend the Fees until such time as the Platform is available again, and My Care CRM will not unreasonably withhold such suspension.
  9. Content Updates. My Care CRM may update or change Content on the Platform and the Website at any time.

6. Limitation of Liability

  1. No Warranties. To the extent permitted by Relevant Law, My Care CRM gives no warranties or representations that:
    1. the operation of the Platform will be uninterrupted, always accessible, in line with any Service Levels specified in Annexure C, or free from Harmful Code;
    2. the Content is or will be up to date, accurate, error-free or complete; or
    3. the Platform will perform to a specific standard or be fit for a particular purpose.
  2. Customer Warranties as to User Data. With respect to any User Data disclosed or otherwise provided under this Agreement, the Customer warrants and represents that it has provided required notices to, or obtained necessary consents from, relevant individuals; that it is permitted under Relevant Laws to provide such User Data to My Care CRM; and that My Care CRM is permitted to use the User Data in the manner contemplated by this Agreement.
  3. Third-Party Products and Services. The Customer acknowledges and agrees that My Care CRM is not responsible or liable for any products or services to the extent not provided by My Care CRM.
  4. No Reliance on Pre-Contractual Statements. The Customer acknowledges that it has not relied on any term, condition, representation, warranty, statement or conduct in entering into this Agreement that is not expressly stated in this Agreement. In particular, the Customer has not relied on any descriptions, illustrations or specifications contained in any document (including any catalogue or publicity material produced by My Care CRM).
  5. Exclusion of Specified Losses. Subject to clause 6.14 (Australian Consumer Law), neither party is liable to the other party for any of the following losses or damages, whether arising in contract, tort (including negligence), under statute or otherwise, and regardless of whether such losses or damages are characterised as direct, indirect, incidental, special, consequential or otherwise:
    1. loss of revenue;
    2. loss of actual or anticipated profits;
    3. loss of business or goodwill;
    4. loss of anticipated savings;
    5. loss or corruption of data, except to the extent caused by My Care CRM's failure to comply with its security obligations under clause 8;
    6. reputational damage;
    7. wasted management time or expenditure; or
    8. any punitive, exemplary or aggravated damages.
    This exclusion applies even if the losses or damages were foreseeable, or even if either party was advised of the possibility of such losses or damages.
  6. Aggregate Liability Cap; Claim Window. Subject to clause 6.14 (Australian Consumer Law), if My Care CRM has any liability to the Customer or any third party for any damage, and except for the Customer's misappropriation of Intellectual Property or breach of its confidentiality obligations under clause 8, each party's aggregate liability under this Agreement is limited to the Fees paid and payable by the Customer under this Agreement in the twelve (12) months immediately prior to the event giving rise to the claim. No claim may be pursued by the Customer more than two (2) years after the facts giving rise to such claim have arisen, or such longer period as is required by Relevant Law. This limitation forms an essential basis of the bargain between the parties and survives, and applies even if any remedy specified in this Agreement does not fully compensate the Customer for any losses.
  7. Document Templates and Variable Mapping.
    1. The Platform supplies Templates designed to streamline the creation of agreements, plans, forms, policies and other documents commonly used by NDIS providers, including through DocuCare. My Care CRM uses reasonable endeavours to engineer the Templates to current NDIS standards and Australian commercial practice, and to keep variable mappings, merge fields and conditional logic operating in line with the Platform's intended design.
    2. The Customer acknowledges that the Platform is software, and that despite My Care CRM's reasonable endeavours, software is susceptible to coding errors, regressions introduced by updates and deployments, configuration drift, data-population errors during release processes, and isolated incidents in which a Template, merge field, calculated field, conditional rule or pre-populated value does not behave as intended. My Care CRM does not warrant that the Templates, the merge logic or the values produced by the Platform will be free from such errors at all times.
    3. The Templates are configurable starting points to support the Customer's document workflow. The Customer, as the regulated NDIS provider, retains responsibility for the form and content of every document it issues, sends or executes (including documents sent or signed through DocuCare). Without limiting any other clause of this Agreement, it is the Customer's responsibility, before any document is finalised, sent, executed or relied on, to:
      1. review, configure and tailor each Template to the Customer's specific circumstances, participants, employees and intended use;
      2. read each finalised document in full;
      3. verify that any merge fields, variables, calculated fields and pre-populated values render correctly and reflect the Customer's intended content;
      4. confirm that any statutory, regulatory or industry references contained in a Template remain current and applicable as at the date the document is issued; and
      5. obtain the Customer's own legal, tax or professional advice in relation to any Template before relying on it for a particular transaction.
    4. To the extent permitted by Relevant Law, My Care CRM is not liable for any loss, claim, penalty or damage arising from or in connection with the content of any document generated, signed or sent using a Template (including through DocuCare), where the Customer had the opportunity to review and approve the document prior to its issue.
  8. NDIS Provider Compliance.
    1. The Platform includes Compliance Tools designed to assist registered and unregistered NDIS providers to organise their compliance activities, monitor key indicators and prepare for audits and reviews. My Care CRM uses reasonable endeavours to maintain the Compliance Tools in line with the current NDIS Practice Standards, the NDIS Code of Conduct and guidance issued by the NDIS Quality and Safeguards Commission, and to update the Compliance Tools as those standards evolve.
    2. The Customer acknowledges that the Compliance Tools are software outputs derived from configurable rules, indicators, expiry trackers and reports. Despite My Care CRM's reasonable endeavours, the Compliance Tools may from time to time produce inaccurate, incomplete, delayed or otherwise erroneous outputs, including as a result of coding errors, deployment incidents, data-population errors, changes in regulatory guidance not yet reflected in the Platform, or incorrect or incomplete data entered by the Customer.
    3. The Compliance Tools are decision-support functionality intended to assist the Customer in managing its own compliance program. They are not a substitute for the Customer's professional judgement, internal controls, clinical governance, quality management or independent audit. The Customer, as a regulated NDIS provider, remains directly responsible for:
      1. actual compliance with the National Disability Insurance Scheme Act 2013 (Cth), the NDIS Practice Standards, the NDIS Code of Conduct, the rules and instruments made under that Act, and any conditions of registration imposed by the NDIS Quality and Safeguards Commission;
      2. independently verifying any indicator, alert, expiry, score or report generated by the Compliance Tools, and determining whether it requires further investigation, escalation or remedial action;
      3. maintaining its own internal compliance, clinical governance and incident management processes; and
      4. preparing for, and engaging with, audits, reviews and investigations conducted by the NDIS Quality and Safeguards Commission or any other regulator.
    4. To the extent permitted by Relevant Law, My Care CRM is not liable for any regulatory finding, penalty, suspension, revocation, banning order, condition of registration, sanction or third-party claim arising from or in connection with the Customer's compliance position, even where the Customer has used the Compliance Tools in good faith.
  9. SCHADS Award Rates and Pay Calculations.
    1. The Platform includes Award Tools, including the SCHADS Award Engine, designed to assist the Customer in classifying employees, identifying applicable rates of pay, calculating penalty rates, allowances and overtime, and modelling labour costs. My Care CRM uses reasonable endeavours to maintain the Award Tools in line with the current SCHADS Award, the Fair Work Act 2009 (Cth) and determinations published by the Fair Work Commission, and to apply rate updates promptly following publication.
    2. The Customer acknowledges that the Award Tools rely on rate tables, classification logic and calculation rules that are configured, deployed and updated as part of the Platform. Despite My Care CRM's reasonable endeavours, those rate tables and calculations may from time to time be incorrect, out of date, incomplete or otherwise erroneous, including as a result of coding errors, regressions introduced by updates, errors in data populated to the Platform during deployment, delays between publication of a rate change by the Fair Work Commission and its application within the Award Tools, or incorrect or incomplete worker information entered by the Customer.
    3. The Award Tools are decision-support functionality intended to assist the Customer in operating its payroll and rostering. The Customer, as the employer, remains responsible for the legal characterisation, payment and treatment of its workforce. Without limiting any other clause of this Agreement, the Customer must, before processing pay, issuing a payslip, generating an employment contract or making any payment to a worker:
      1. determine the correct industrial instrument, classification, level and pay point applicable to each employee or contractor, taking into account the actual duties performed;
      2. independently verify the rates, allowances, penalty rates, overtime entitlements, leave entitlements and other amounts produced by the Award Tools against the current SCHADS Award (or other applicable industrial instrument), the Customer's own employment policies, and the rate the Customer has agreed or is willing to pay;
      3. satisfy itself that the rate set out in any employment contract, offer of employment or pay schedule generated through the Platform accurately represents the rate the Customer intends to pay the relevant worker;
      4. review invoices, payslips and payroll outputs generated by or through the Platform before they are issued or actioned;
      5. comply with the Fair Work Act 2009 (Cth), the SCHADS Award, the National Employment Standards, any applicable enterprise agreement, and all related record-keeping and reporting obligations; and
      6. obtain the Customer's own industrial relations or legal advice where the application of the SCHADS Award or any other industrial instrument to its circumstances is unclear.
    4. To the extent permitted by Relevant Law, My Care CRM is not liable for any underpayment, overpayment, back-pay claim, penalty, interest, civil remedy, regulatory action, employee or contractor claim, or third-party claim arising from or in connection with the Customer's pay, classification or workforce arrangements, where the Customer had the opportunity to verify and approve the relevant rate or amount before it was paid, contracted for or issued.
  10. Training Content (AcadeMy Care).
    1. The LMS, branded as AcadeMy Care, makes available Training Content covering induction, awareness and continuing professional development topics relevant to the NDIS sector. My Care CRM uses reasonable endeavours to engineer the Training Content to current NDIS sector practice and to refresh content periodically as guidance evolves.
    2. The Training Content is general in nature and is provided to support the Customer's own workforce learning program. The Customer acknowledges that course materials, assessments and certificates produced through the LMS may contain errors, omissions or out-of-date references, and that completion of a module does not establish that the Training Content was free from error at the time of completion.
    3. Completion of any course, module, assessment or certificate within the LMS:
      1. is not a substitute for the Customer's own induction, supervision, training, qualification, accreditation, registration, screening or competency-assurance obligations under the NDIS Practice Standards, the NDIS Worker Screening framework, the National Disability Insurance Scheme Act 2013 (Cth) or any other Relevant Law;
      2. does not constitute a representation by My Care CRM that any User is qualified, competent, fit or safe to perform any particular role, task or service; and
      3. does not transfer to My Care CRM any responsibility for the supervision, conduct, performance or competence of any User.
    4. The Customer, as the engaging entity, remains directly responsible for verifying that each of its workers holds the qualifications, accreditations, clearances and competencies required by Relevant Laws and by the Customer's own service model. To the extent permitted by Relevant Law, My Care CRM is not liable for any harm, loss or claim arising from or in connection with the conduct or competence of any User who has accessed Training Content through the LMS.
  11. Exclusion of Liability for Reference Materials.
    1. The protections set out in clauses 6.7 to 6.10 in respect of the Templates, the Compliance Tools, the Award Tools and the Training Content (collectively, the Reference Materials) are intended to operate as a single, integrated allocation of risk reflecting the Customer's status as a regulated NDIS provider and employer, and the Customer's direct responsibility for the documents it issues, the workers it engages and the participants it serves.
    2. To the maximum extent permitted by Relevant Law, My Care CRM excludes all liability (whether in contract, tort (including negligence), under statute or otherwise) for any loss, damage, cost, expense, claim, penalty, fine, regulatory action, sanction or demand of any kind arising from or in connection with the Customer's or any User's use of, reliance on, or inability to use, the Reference Materials. This exclusion extends to claims made by, on behalf of, or in respect of:
      1. the Customer and its related bodies corporate, officers, employees and contractors;
      2. NDIS participants, supported persons, families, guardians, nominees and other persons receiving services from the Customer;
      3. employees, contractors, agency workers, volunteers and any other workers engaged by or through the Customer;
      4. regulators, including the NDIS Quality and Safeguards Commission, the Fair Work Ombudsman, the Fair Work Commission, the Office of the Australian Information Commissioner and any equivalent State, Territory or Commonwealth body; and
      5. any other third party.
    3. The Customer indemnifies My Care CRM, its related bodies corporate and its personnel on the terms set out in clause 7 against any third-party claim of the type described in this clause 6.11.
    4. Nothing in this clause excludes, restricts or modifies any liability that cannot be excluded, restricted or modified by Relevant Law, including under the Australian Consumer Law.
  12. Material Defects in the Reference Materials. If the Customer becomes aware of any error, defect or anomaly in the Reference Materials, the Customer must notify My Care CRM as soon as reasonably practicable. On receipt of such notice, My Care CRM will use reasonable endeavours to investigate the matter and, where appropriate, to correct the relevant Reference Material in a future release. This clause does not give rise to any service level obligation, warranty or liability beyond what is expressly stated.
  13. Electronic Signing and Document Execution (DocuCare).
    1. Functionality. DocuCare enables the Customer to send documents to recipients and to collect Electronic Signatures. To support the integrity, authenticity and tamper-evidence of executed documents, DocuCare applies email one-time-password (OTP) verification, a PAdES digital-certificate seal, and a captured audit trail (including IP addresses, timestamps and verification data).
    2. Lawful electronic execution. The Customer, as the document issuer, is solely responsible for determining whether a particular document may be validly executed by electronic means under the Electronic Transactions Act 1999 (Cth) and the corresponding electronic transactions legislation of each applicable State or Territory.
    3. Excluded documents. The Customer must not use DocuCare to execute any document that is excluded from electronic execution under Australian law, including (without limitation) wills, powers of attorney, enduring powers of guardianship, statutory declarations (except where electronic execution is expressly permitted by applicable Commonwealth, State or Territory legislation), and any document requiring physical witnessing, unless the Customer has first obtained independent legal advice confirming the validity of the electronic execution method in the relevant jurisdiction.
    4. Identity of signers. The Customer is responsible for verifying the identity of each signing party to the standard required for the Customer's business and regulatory obligations (including, where applicable, the NDIS Practice Standards).
    5. Recipient consent. The Customer is responsible for ensuring that each recipient of a document sent through DocuCare has, to the extent required by law, consented to transact electronically and to use an electronic signature method.
    6. Allocation of risk. Documents executed through DocuCare are documents issued using the Templates and the Platform. The allocations of risk and exclusions of liability in clauses 6.7 (Document Templates and Variable Mapping) and 6.11 (Exclusion of Liability for Reference Materials) apply to the Customer's use of DocuCare and to any document signed or sent through it. Without limiting those clauses, to the extent permitted by Relevant Law, My Care CRM is not liable for any loss, claim, penalty or damage arising from or in connection with a document executed through DocuCare being found unenforceable, void or non-compliant, the Customer's failure to verify a signer's identity, or the Customer's use of DocuCare for a document excluded from electronic execution.
  14. Australian Consumer Law. The Customer acknowledges that the Platform and Support Services are acquired for the purposes of the Customer's business and are not of a kind ordinarily acquired for personal, domestic or household use or consumption. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Customer by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted or modified by agreement. To the extent that any such consumer guarantee, right or remedy cannot be excluded, My Care CRM's liability is limited (at My Care CRM's option) to:
    1. the resupply of the services; or
    2. the payment of the cost of having the services resupplied.

7. Indemnity

  1. My Care CRM Indemnity (IP Claim). My Care CRM will indemnify, defend and hold the Customer and its Users harmless from and against any claim by any third party that the Platform infringes that third party's valid Intellectual Property rights (an IP Claim). If, in My Care CRM's reasonable judgement, any such IP Claim, or threat of an IP Claim, materially interferes with the Customer's or a User's access to and use of the Platform, My Care CRM will consult with the Customer and may, at its sole discretion:
    1. substitute a functionally equivalent non-infringing Platform; or
    2. modify the Platform to make it non-infringing.
  2. Exclusions from IP Indemnity. My Care CRM's indemnity under clause 7.1 does not apply to the extent that the IP Claim arises from or is attributable to:
    1. any modification of the Platform by, or on behalf of, the Customer;
    2. use of the Platform in combination with any product, service, software or data not provided or approved by My Care CRM, where the Platform alone would not have given rise to the IP Claim;
    3. use of the Platform in breach of this Agreement; or
    4. the Customer's continued use of the Platform (or the relevant functionality) after My Care CRM has provided a non-infringing substitute or modification under clause 7.1.
  3. Failure to Cure IP Claim. If My Care CRM cannot achieve either of the remedies in clause 7.1 on a reasonable commercial basis, it may, by written notice, require the Customer and its Users to cease using the Platform (or the relevant functionality), and My Care CRM will refund a pro-rata portion of the Fees referable to the period during which the Customer is unable to use the Platform.
  4. Customer's Indemnity. The Customer will defend, indemnify and hold harmless My Care CRM, its personnel and its related bodies corporate from and against any and all claims, losses, damages, costs and expenses (including reasonable legal costs) arising from or in connection with:
    1. the Customer's or any User's use of the Platform in breach of this Agreement (except to the extent any such claim or loss arises from the fraud, gross negligence or wilful misconduct of My Care CRM);
    2. the Customer's or any User's breach of any third-party right (including Intellectual Property rights) or any Relevant Law;
    3. any claim arising out of or in relation to the content of the User Data in breach of this Agreement; or
    4. any claim, demand or proceeding brought by an NDIS participant, supported person, employee, contractor, regulator or any other third party arising from or in connection with the Customer's or any User's use of, or reliance on, the Reference Materials, including any claim of the type referred to in clause 6.11.
  5. Conduct of Claims. The defence and indemnification obligations in this clause 7 are conditional on:
    1. the indemnified party giving the indemnifying party prompt written notice of, and reasonable assistance and cooperation in connection with, the relevant action or claim; and
    2. the indemnified party allowing the indemnifying party to participate in, and (subject to clause 7.6) lead, the defence and any settlement negotiations, with the parties consulting in good faith on strategy and material decisions.
  6. Customer Conduct of Regulatory Matters. Despite clause 7.5, where a third-party claim against the Customer is brought by, or by an officer of, a regulator (including the NDIS Quality and Safeguards Commission, the Fair Work Ombudsman, the Fair Work Commission or the Office of the Australian Information Commissioner), and that regulator requires the Customer to engage with the regulator directly, the Customer retains conduct of the matter and must:
    1. keep My Care CRM reasonably informed of material developments;
    2. consult with My Care CRM in good faith on strategy and on any settlement, admission, undertaking or remedial step that would have a financial or reputational impact on My Care CRM; and
    3. not, without My Care CRM's prior written consent (not to be unreasonably withheld), enter into any settlement that admits fault on the part of My Care CRM, the Platform or the Reference Materials.
  7. Survival. This clause 7 survives the termination or expiry of this Agreement.

8. Intellectual Property, Confidentiality and Privacy

  1. Ownership of Platform IP. The Customer acknowledges and agrees that all Intellectual Property in or relating to the Platform and the Content (including the Reference Materials) is owned by My Care CRM and its related bodies corporate, and is protected by Intellectual Property law. User Data is excluded from this clause. Nothing in this Agreement transfers or vests in the Customer any interest in or ownership of any such Intellectual Property.
  2. Feedback. The Customer acknowledges and agrees that any improvements, suggestions, ideas, enhancement requests, feedback, recommendations or other information that the Customer provides to My Care CRM may be used by My Care CRM without restriction. The Customer grants My Care CRM a perpetual, irrevocable, royalty-free, worldwide, sub-licensable licence to use, modify, incorporate, adapt and commercialise such feedback for any purpose, including the improvement of the Platform. The Customer waives any moral rights in such feedback to the extent permitted by the Copyright Act 1968 (Cth).
  3. Ownership of User Data. My Care CRM acknowledges and agrees that the Customer is, and remains, the owner, proprietor or licensee of all User Data and all Intellectual Property in the User Data provided under or in connection with this Agreement. For the avoidance of doubt, My Care CRM acts as a data processor and custodian of the User Data on behalf of the Customer and does not acquire any ownership interest in the User Data by virtue of this Agreement. The Customer, as the registered NDIS provider, retains all obligations and responsibilities in respect of the User Data under the Privacy Act, the NDIS Practice Standards and all other Relevant Laws.
  4. Licence to Use User Data. The Customer grants My Care CRM a non-exclusive, royalty-free, worldwide and limited licence to manage, edit and use the User Data:
    1. for the purpose of performing its obligations under this Agreement;
    2. to further develop and improve the Platform, including by undertaking Analytics using de-identified and aggregated data only; and
    3. to comply with any Relevant Law.
  5. Term and Survival of Licence. The licence granted under clause 8.4 is granted for the Term and any Further Term, and terminates on the expiration or termination of this Agreement, except that My Care CRM may retain and use de-identified, aggregated Analytics data (from which no individual or Customer can be identified) on a perpetual, irrevocable basis for the purpose of improving the Platform. My Care CRM may not transfer the licence granted under clause 8.4 to any third party without the Customer's prior written consent, except to a related body corporate, or to a successor in connection with a merger, acquisition, share sale, asset sale, scheme of arrangement or similar transaction involving My Care CRM or all or substantially all of its assets.
  6. Confidentiality. Neither party may, without the prior written consent of the other party, use or disclose the other party's Confidential Information unless expressly permitted by this Agreement or required to do so by law or by a regulatory authority.
  7. Permitted Use and Disclosure. Each party may:
    1. use the Confidential Information of the other party solely for the purpose of complying with its obligations and exercising its rights under this Agreement; and
    2. disclose the Confidential Information to its personnel or advisers to the extent necessary for them to know the information for purposes related to this Agreement, but only if reasonable steps are taken to ensure that the confidentiality of the information is preserved.
  8. Security Measures. Each party must implement and maintain effective security measures to prevent the unauthorised use and disclosure of the other party's Confidential Information while it is in the receiving party's possession or control. My Care CRM maintains security practices aligned with the ISO 27001:2022 framework and implements industry-standard security measures to protect Customer Confidential Information and User Data. Each party must return or, at the other party's option, destroy all Confidential Information of the disclosing party in the receiving party's possession or control on the earlier of the disclosing party's request or termination of this Agreement for any reason.
  9. Security Incidents. If either party becomes aware of a Security Incident, it must:
    1. notify the other party as soon as reasonably practicable (and in any event within seventy-two (72) hours where practicable) in writing, including details of the nature and scope of the incident, the categories and approximate number of individuals affected (where known), the likely consequences, and the measures taken or proposed to address the incident;
    2. reasonably cooperate with the other party in connection with the Security Incident, including in any investigation, regulatory notification or communication with affected individuals; and
    3. conduct its own investigation of the Security Incident and, where appropriate, implement rectification measures.
    For the avoidance of doubt, the Customer, as the APP entity and registered NDIS provider, retains the primary obligation to assess, notify and respond to eligible data breaches in accordance with the Privacy Act and the NDIS Practice Standards. My Care CRM will provide reasonable assistance to the Customer in discharging those obligations.
  10. Privacy. Each party must handle, and must ensure that its employees, agents, officers and subcontractors handle, all Confidential Information and Personal Information in accordance with this clause, the Privacy Policy, the Privacy Act and, where applicable, the General Data Protection Regulation ((EU) 2016/679). The Privacy Policy is available at https://mycarecrm.com.au/privacy/.
  11. Survival of Confidentiality. The obligations of confidentiality in this clause 8 survive the termination or expiry of this Agreement for a period of three (3) years, or indefinitely in respect of information that constitutes a trade secret.

9. User Data

  1. User Data Entry and Management. The Platform allows the Customer and its Users to enter and manage User Data. The Customer acknowledges and agrees that My Care CRM may alter or remove any User Data if My Care CRM reasonably considers that it breaches a Relevant Law or a third party's rights, provided that reasonable notice is given to the Customer.
  2. Australian Data Hosting. All User Data is hosted within Australian data centres unless otherwise agreed in writing, supporting compliance with data sovereignty requirements relevant to Australian NDIS providers.
  3. Data Quality. The Customer must, and must ensure that each of its Users will, keep the User Data accurate, complete, reliable, up to date and compliant with any Relevant Law.
  4. Data Lifecycle on Non-Payment or Termination. If the Customer fails to pay the Fees when due, or this Agreement is otherwise terminated, the Customer's account will transition through the following lifecycle states:
    1. Grace Period: For twenty-one (21) days following a payment failure, the Customer retains full operational access to the Platform.
    2. Suspended (Read-Only) Period: If payment is not received by the end of the Grace Period, the account is suspended for sixty (60) days. The Customer will have read-only access to view and export User Data and invoice for work already delivered, but cannot create new records or schedules.
    3. Termination and Export Window: If payment is not received by the end of the Suspended Period, this Agreement is terminated. The Customer will be provided a final thirty (30) day export window (Export Period) to retrieve all User Data.
    The Customer may reactivate its account and resume full access at any time during the Grace Period or Suspended Period by paying the outstanding balance.
  5. Migration Assistance. If the Customer requires assistance beyond the standard data export (including migration support, custom formatting or transfer to an alternate service provider), such assistance will be provided at My Care CRM's standard hourly rates, to be agreed in writing prior to the commencement of any such work.
  6. Post-Termination Deletion. On the expiration of the Export Period, unless the Customer has elected the Paid Archive option under clause 9.7, My Care CRM will permanently delete or de-identify all User Data from its systems (including all active databases, backups and disaster recovery environments) in accordance with industry-standard data destruction practices and the Privacy Act.
  7. Paid Archive. Prior to the expiration of the Export Period, the Customer may elect to transition its account to a paid archive state (Paid Archive). Under the Paid Archive, My Care CRM will retain the User Data intact, and the Customer will retain read-only export access, subject to payment of the monthly archive fee set out in Annexure A. If the Customer subsequently reactivates a full subscription, the archive fee will be waived.
  8. Exceptions to Deletion. The obligation in clause 9.6 does not apply to:
    1. de-identified, aggregated Analytics data from which no individual or Customer can be identified; or
    2. any User Data that My Care CRM is required to retain by a Relevant Law, court order or regulatory authority.
  9. Customer Retention Obligations. The Customer acknowledges and agrees that, as an NDIS provider, the Customer is solely responsible for complying with all record-keeping and data retention obligations under the National Disability Insurance Scheme Act 2013 (Cth), the NDIS Practice Standards, the Privacy Act and all other Relevant Laws (including the 7-year retention duty). My Care CRM's obligation is to make records reliably exportable during the periods specified in clause 9.4, not to store them indefinitely at its own cost.
  10. Customer Export and Storage. It is the Customer's responsibility to export and securely store all User Data necessary to satisfy its legal obligations prior to the expiration of the Export Period. To the extent permitted by Relevant Law, My Care CRM is not liable for any loss, claim, penalty or regulatory action arising from the Customer's failure to export and retain its User Data or to elect the Paid Archive option.
  11. Data Security Verification. On request, My Care CRM may provide the Customer with access to documents and information that will reasonably enable the Customer to verify My Care CRM's compliance with the security requirements in this Agreement, including security assessment reports, penetration testing summaries and other documentation evidencing My Care CRM's security practices. My Care CRM may, at its discretion, provide summaries or redacted versions of those documents as required to maintain the confidentiality of its Confidential Information.

10. Permitted Use

  1. Prohibited Uses. The Customer agrees not to use the Platform or Content, and must ensure that its Users do not use the Platform or Content:
    1. in violation of this Agreement or any Relevant Law;
    2. in any manner that could damage, disable, overburden or impair My Care CRM's servers or any network connected to those servers, or interfere with the operation of the Platform or any other party's use and enjoyment of the Platform;
    3. to store, transmit or otherwise make available any content that the Customer or User does not have a right to make available under any law, or which infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
    4. other than for the purposes and subject to the conditions of this Agreement, to reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of the Platform or Content without My Care CRM's prior written consent;
    5. to redistribute or resell the Platform or Content, or any Intellectual Property in the Platform or Content, other than as a partner under separately agreed My Care CRM partner terms;
    6. to do, or cause to be done, any act that may impair My Care CRM's Intellectual Property rights in connection with the Platform or Content;
    7. on behalf of any third party other than the Customer's Users;
    8. to modify, adapt, hack or otherwise attempt to gain unauthorised access to the Platform, related systems or networks, or to tamper with or breach the security of the Platform;
    9. to attempt to decipher, decompile, reverse engineer, disassemble, reproduce or copy, or otherwise derive, the source code or underlying program of any software making up the Platform;
    10. to send unsolicited communications, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
    11. to remove or modify any trademark, trade name, service mark, service name, logo, brand, copyright or proprietary notice on the Platform or Content, or to add any other marking or notice to the Platform or Content unless otherwise agreed by My Care CRM in writing;
    12. to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, defamatory, obscene or discriminatory, or that promotes financial exploitation or any criminal activity;
    13. to modify, port, adapt, translate or create any derivative work based on the Platform;
    14. to knowingly post, transmit, upload, link to, send or store any virus, malware, Trojan horse, time bomb, worm, cancelbot or other Harmful Code;
    15. to establish a link to the Platform or the Website in a manner that suggests any form of association, approval or endorsement by My Care CRM where none exists (except where such a link is necessary to provide other Users with access to the Platform);
    16. for the purposes of cookie tracking, ad exchanges, ad networks, data brokerage, or sending unsolicited electronic communications (including email);
    17. to access, monitor, copy or extract any Content, data or information from the Platform using any robot, spider, scraper, crawler or other automated means, except with My Care CRM's prior written consent; or
    18. to use any Content, data, output or information obtained from the Platform (including the Templates, Training Content, Compliance Tools and Award Tools) to develop, train, fine-tune, validate or improve any artificial intelligence model, machine learning model, large language model or similar technology, whether directly or indirectly, without My Care CRM's prior written consent.
  2. My Care CRM Rights. My Care CRM has the right (but not the obligation), at its discretion, to:
    1. refuse access to or use of the Platform;
    2. move any Content available within the Platform;
    3. remove any Content that violates this Agreement or that is otherwise reasonably deemed by My Care CRM to be inappropriate or objectionable; and
    4. preserve or disclose Content if required to do so by law, or in the good-faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, respond to claims that any content violates the rights of third parties, or protect the rights, property or personal safety of My Care CRM's staff, other Users or the public.
  3. Customer Reference. My Care CRM may request the Customer's consent to include the Customer or its organisation's name in My Care CRM's published list of users. Inclusion is not a condition of the Customer's use of the Platform, and the Customer may decline or withdraw consent at any time by providing written notice to My Care CRM.

11. Termination and Force Majeure

  1. Suspension or Termination by My Care CRM. My Care CRM may, acting reasonably, suspend, terminate or limit the Customer's access to the Platform or Content if:
    1. My Care CRM reasonably considers that the Customer or its Users are in material breach of this Agreement or any Relevant Law; or
    2. any Fees payable by the Customer are not paid when due, but only after the expiry of the twenty-one (21) day Grace Period described in clause 9.4.
  2. Notification of Suspension. My Care CRM will notify the Customer of any suspension, termination or limitation under clause 11.1 contemporaneously with the action being taken (or, where contemporaneous notice is not reasonably practicable, as soon as reasonably practicable thereafter), by email or through the Platform. The notice will identify the action taken and the reason for it.
  3. Effect on Fees During Suspension. Where access to the Platform is suspended or limited under clause 11.1(a) (Customer breach), Fees continue to accrue during the period of suspension or limitation. Where access is suspended or limited under clause 11.1(b) (non-payment), Fees continue to accrue and remain payable.
  4. Termination by Customer for Convenience. Subject to clause 2.11(a) (which deals with payment of the balance of Fees for the remainder of the Term), the Customer may terminate this Agreement at any time by:
    1. contacting My Care CRM at [email protected]; and
    2. paying to My Care CRM all outstanding Fees, including (where applicable) the balance of Fees for the remainder of the then-current Term in accordance with clauses 2.6 and 2.11(a).
  5. Termination by My Care CRM for Convenience. My Care CRM may terminate this Agreement at any time by providing the Customer with not less than thirty (30) days' written notice. If My Care CRM terminates this Agreement under this clause and the Customer is not in breach of this Agreement, My Care CRM will refund any Fees paid in advance for the period after the termination date.
  6. Termination by Customer for Cause. The Customer may terminate this Agreement at any time by written notice to My Care CRM if:
    1. My Care CRM commits a material breach of this Agreement and fails to remedy the breach within thirty (30) days of receiving written notice to do so;
    2. My Care CRM fails to satisfy the response times in the Service Levels at Annexure C on more than three (3) occasions within any rolling twelve (12) month period; or
    3. the Platform experiences continuous downtime caused by a failure or default of My Care CRM or its third-party service providers for a period of more than three (3) Business Days.
  7. Termination on Anniversary. The Customer may terminate this Agreement with effect from any anniversary of the Commencement Date by providing My Care CRM with not less than thirty (30) days' written notice prior to that anniversary. For the avoidance of doubt, the Customer is not required to pay any Fees for the period after the date of termination if the Customer validly terminates under clause 11.6 or this clause 11.7.
  8. Termination on Insolvency. Either party may terminate this Agreement immediately by written notice to the other party if an Insolvency Event occurs in respect of the other party. This clause does not apply to the extent that the Corporations Act 2001 (Cth) or any other Relevant Law prevents the exercise of this right.
  9. Force Majeure. Neither party is responsible for a failure to perform any obligation under this Agreement (except for an obligation to pay the Fees that have already accrued in respect of services rendered) to the extent that the failure is caused by a Force Majeure Event, provided that the affected party has:
    1. taken all reasonable steps to prevent and avoid the effects of the Force Majeure Event;
    2. taken all reasonable steps to overcome and mitigate the effects of the Force Majeure Event as soon as reasonably practicable; and
    3. on becoming aware of the Force Majeure Event, promptly informed the other party.
  10. Termination on Prolonged Force Majeure. Where a Force Majeure Event continues for more than thirty (30) days starting on the day the impact of the Force Majeure Event begins, the unaffected party may terminate this Agreement on not less than ten (10) days' written notice to the affected party. Where the Customer terminates this Agreement under this clause, it must pay the Fees up to the date of termination, and My Care CRM will refund any Fees paid in advance for the period after the termination date.

12. Taxes

  1. Taxes Payable in Addition. Except where this Agreement specifies otherwise, Fees payable by the Customer to My Care CRM do not include any Taxes. The Customer must, in addition to the Fees and at the same time, pay the amount of Taxes imposed by the relevant regulatory body in respect of the supply of the Platform, unless the Customer provides My Care CRM with a valid tax exemption certificate authorised by the relevant regulatory body.
  2. Tax Registration. The Customer warrants to My Care CRM that, if it is required by any regulatory body to be registered in relation to the Taxes applicable to the Fees, it is so registered at the time of entering this Agreement and will remain registered for the duration of this Agreement.
  3. Tax Indemnity. The Customer indemnifies My Care CRM and its related bodies corporate against all Tax liabilities arising from or in connection with any Tax liability that may be imposed on the Customer, or on My Care CRM or its related bodies corporate, as a result of information provided by the Customer or the Customer's failure to comply with any of its tax obligations.

13. Dispute Resolution, Jurisdiction, Severability and Waiver

  1. No Court Proceedings Without Process. If a dispute arises out of or in connection with this Agreement (a Dispute), a party must not commence court proceedings relating to the Dispute unless it has complied with this clause 13, except where the party seeks urgent interlocutory relief.
  2. Dispute Notice. A party claiming a Dispute has arisen must give written notice to the other party specifying the nature of the Dispute (a Dispute Notice).
  3. Negotiation. On receipt of a Dispute Notice, the parties must use good-faith efforts to resolve the Dispute by negotiation between senior representatives of each party who have authority to settle the Dispute. The parties must endeavour to resolve the Dispute within twenty (20) Business Days of receipt of the Dispute Notice (or such longer period as agreed in writing).
  4. Mediation. If the Dispute is not resolved within the period referred to in clause 13.3, either party may refer the Dispute to mediation administered by the Resolution Institute (or its successor body) in accordance with its mediation rules. The mediation will be held in Perth, Western Australia. The costs of the mediation will be shared equally between the parties, with each party bearing its own legal costs.
  5. Court Proceedings. If the Dispute is not resolved within thirty (30) days after referral to mediation (or such longer period as agreed in writing), either party may commence court proceedings.
  6. Continued Performance. Pending resolution of a Dispute, the parties must continue to perform their respective obligations under this Agreement, including the Customer's obligation to pay the Fees, unless and until this Agreement is validly terminated in accordance with clause 11.
  7. Costs of Unsuccessful Proceedings. If a party commences court proceedings in connection with a Dispute and is wholly unsuccessful, that party must pay the other party's reasonable legal costs of and incidental to those proceedings, as assessed or agreed.
  8. Governing Law. This Agreement is governed by, and will be construed in accordance with, the laws in force in the State of Western Australia and the Commonwealth of Australia.
  9. Jurisdiction. Each party submits to the exclusive jurisdiction of the courts of Western Australia and the courts entitled to hear appeals from those courts.
  10. Severability. If any provision of this Agreement becomes void, voidable or unenforceable, that provision is deemed to be severed and the remaining provisions will continue to have full force and effect.
  11. Waiver. A failure or delay by a party in exercising any right, power or privilege available to it under this Agreement does not operate as a waiver of that right, power or privilege.

14. General

  1. Assignment. The Customer must not assign any right or liability under this Agreement without the prior written consent of My Care CRM. My Care CRM may assign its rights or liabilities under this Agreement, or novate this Agreement, to a related body corporate, or to a successor in connection with a merger, acquisition, share sale, asset sale, scheme of arrangement or similar transaction, provided that the assignee or successor has the resources and expertise to fully perform this Agreement. My Care CRM will notify the Customer in writing of any such assignment or novation within thirty (30) days after it takes effect. The Customer must take all steps, including executing all documents, reasonably requested by My Care CRM for that purpose.
  2. Costs. Each party must pay its own costs and expenses in respect of negotiating, preparing, signing, delivering and performing this Agreement and any other agreement or document entered into or signed under this Agreement.
  3. Entire Agreement. This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement, and supersedes any prior agreement or understanding on anything connected with that subject matter.
  4. Notices. My Care CRM may give the Customer Notice under this Agreement through the Platform, on the Website, or by email to the email address held on the Customer's account. The Customer must give My Care CRM Notice under this Agreement by email to [email protected] or such other address as My Care CRM notifies in writing from time to time. A Notice is deemed to have been received:
    1. if sent by email, at the time the email leaves the sender's information system, unless the sender receives a delivery failure notification;
    2. if posted on the Platform or the Website, at the time it is posted; and
    3. if sent by post, three (3) Business Days after posting (within Australia) or seven (7) Business Days after posting (international).
  5. Subcontracting. My Care CRM may subcontract all or part of its obligations under this Agreement, provided that My Care CRM:
    1. gives the Customer reasonable prior written notice of any material subcontracting arrangement, including the identity and location of the subcontractor;
    2. ensures that any subcontractor is bound by obligations of confidentiality and data protection no less onerous than those contained in this Agreement; and
    3. remains fully responsible for the performance of any subcontracted obligations and for any acts or omissions of its subcontractors as if they were the acts or omissions of My Care CRM.
  6. Amendments. My Care CRM may amend this Agreement from time to time where the amendment is reasonably necessary to:
    1. reflect changes in Relevant Laws, regulatory requirements or industry standards;
    2. address security vulnerabilities or threats;
    3. reflect changes to the terms or availability of Third-Party Integrations;
    4. introduce, modify or deprecate features, functionality or modules of the Platform;
    5. reflect commercial, structural or operational changes to My Care CRM or its products; or
    6. correct errors, ambiguities or inconsistencies in this Agreement.
    If My Care CRM makes a material amendment, it will provide the Customer with at least thirty (30) days' prior written notice (by email, through the Platform or on the Website) specifying the nature of the amendment, the reason for it, and the date on which it takes effect. If the Customer does not agree with a material amendment, the Customer may terminate this Agreement by providing written notice to My Care CRM before the amendment takes effect, and My Care CRM will refund any Fees paid in advance for the period after the termination date. Continued use of the Platform after the effective date of any amendment constitutes the Customer's acceptance of the amended terms. Non-material amendments (including corrections of typographical errors, formatting changes, updates to URLs and changes to the presentation or layout of the Platform that do not affect the Customer's rights or obligations) may be made at any time without notice.

15. My Care Switch (Data Migration Platform)

  1. Purpose of My Care Switch. My Care Switch is a separate, standalone data migration platform operated by My Care CRM. It is provided to assist the Customer in moving Source Data (including participant records, employee records, rosters, notes, documents and other operational data) from a Source System into the Platform. My Care Switch is not part of the Platform and is not a long-term storage, backup or archive service. This clause 15 applies in addition to the other terms of this Agreement, and prevails over any inconsistent term to the extent it relates specifically to My Care Switch.
  2. Supported Source Systems. At the date of this Agreement, My Care Switch supports the import of CSV exports (and associated documents and attachments where applicable) from the following Source Systems: Shiftcare, Nightingale and Care Master. My Care CRM may add, remove or change the list of supported Source Systems from time to time, and the current list will be published on the Website or made available within My Care Switch. Compatibility with a Source System is not a representation that every field, record type or document type from that Source System will be imported into the Platform without modification, transformation or loss.
  3. Access and Re-Acceptance. Access to My Care Switch is granted only to Users who have separately acknowledged and accepted this clause 15 (and the rest of this Agreement) immediately before first use of My Care Switch, and on any subsequent occasion that My Care CRM reasonably requires (including following any material amendment to this clause 15). The Customer must ensure that each User who accesses My Care Switch on its behalf has read, understood and accepted this clause 15 prior to uploading any Source Data. The Customer remains responsible for all acts and omissions of its Users within My Care Switch.
  4. Customer Warranties on Source Data. The Customer warrants and represents that, in respect of every upload of Source Data to My Care Switch, the Customer:
    1. has the lawful right to extract the Source Data from the relevant Source System and to upload it to My Care Switch, including under the Customer's agreement with the Source System provider and any consents required from participants, employees, contractors or other individuals;
    2. has complied, and will continue to comply, with all Relevant Laws (including the Privacy Act and Australian Privacy Principles) in extracting, transmitting and uploading the Source Data;
    3. has obtained any notifications, consents or authorisations required under the Customer's privacy collection notices or applicable contracts; and
    4. is not, by uploading the Source Data, infringing the Intellectual Property rights or contractual rights of any third party (including any Source System provider).
  5. Fourteen (14) Day Retention. My Care CRM will hold Source Data uploaded to My Care Switch for a maximum period of fourteen (14) calendar days from the date of upload (the Switch Retention Period). The Switch Retention Period is calculated on a per-upload basis. Where multiple uploads occur, each upload has its own Switch Retention Period commencing on the date of that upload. My Care CRM may, in its discretion and on written request, extend the Switch Retention Period for a specific upload by a further period agreed in writing, but is under no obligation to do so.
  6. Mandatory Destruction. On expiry of the Switch Retention Period for a given upload, My Care CRM will permanently delete all Source Data associated with that upload from My Care Switch (including all active environments and routine backups), in accordance with industry-standard data destruction practices (including the principles set out in NIST Special Publication 800-88 or any successor or equivalent standard) and the requirements of the Privacy Act (including Australian Privacy Principle 11). For the avoidance of doubt:
    1. destruction occurs automatically and is not conditional on any further action by the Customer;
    2. Source Data that has been successfully imported into the Platform during the Switch Retention Period will continue to exist within the Platform and will be governed by clause 9 (User Data); and
    3. any Source Data that has not been imported into the Platform by the end of the Switch Retention Period will be irretrievably lost from My Care Switch.
  7. Customer Backup Responsibility. The Customer acknowledges and agrees that My Care Switch is a transitional staging platform only and is not a substitute for the Customer maintaining its own backups. The Customer must, at all times, retain a complete and securely stored local backup of the Source Data (including the original CSV exports from the Source System and any associated documents and attachments) until the Customer has independently verified that the data has been correctly imported into the Platform. My Care CRM strongly recommends that the Customer keeps this local backup for the longer of (a) ninety (90) days after the upload, or (b) any period required to satisfy the Customer's record-keeping obligations under clause 9.9 and any Relevant Law. To the extent permitted by Relevant Law, My Care CRM is not liable for any loss arising from the Customer's failure to retain such a backup.
  8. Data Security During Migration. While Source Data is held within My Care Switch, My Care CRM will:
    1. host the Source Data within Australian data centres unless otherwise agreed in writing;
    2. apply the same baseline security controls applicable to the Platform, including encryption in transit and at rest, access controls, logging and monitoring;
    3. restrict access to Source Data to personnel and subcontractors who reasonably need access for the purpose of providing My Care Switch or supporting the Customer's migration; and
    4. notify the Customer of any Security Incident affecting the Source Data in accordance with this Agreement and the Privacy Act.
  9. Migration Outcomes and Verification. My Care CRM will use reasonable endeavours to import Source Data accurately into the Platform, but does not warrant that every field, record, document or attachment will map perfectly from a Source System to the Platform, or that the migration will be free from errors, omissions or transformations. The Customer is solely responsible for reviewing and verifying the imported data within the Platform during the Switch Retention Period and notifying My Care CRM of any apparent errors or omissions before the Switch Retention Period expires. After the Switch Retention Period expires, the Customer's sole remedy in respect of any migration error or omission is to re-upload the affected Source Data from its own local backup (subject to the terms of this clause 15 and any applicable Fees agreed in writing).
  10. Documents and Attachments. Where the Customer uploads supporting documents or file attachments alongside CSV data, those documents form part of the Source Data and are subject to the Switch Retention Period in the same way. The Customer must ensure that any such documents do not contain malicious code, viruses or other Harmful Code, and that the Customer has the lawful right to upload them.
  11. No Reliance on My Care Switch as a Storage Service. The Customer must not use My Care Switch as a long-term storage location, archive, backup, file-sharing service or working environment for ongoing operations. My Care Switch is provided solely to facilitate the staged transfer of Source Data into the Platform, and any other use is outside the scope of the licence granted under this Agreement.
  12. Limitation of Liability (Migration). Without limiting clause 6, and to the maximum extent permitted by Relevant Law, My Care CRM is not liable for any loss, claim, damage, penalty, regulatory action or other liability arising directly or indirectly from:
    1. errors, omissions, formatting issues or data quality problems within the Source Data as supplied by the Customer or extracted from the Source System;
    2. any failure of, or change to, a Source System or its export functionality;
    3. the Customer's failure to verify imported data within the Platform during the Switch Retention Period;
    4. the Customer's failure to retain a local backup of the Source Data in accordance with clause 15.7; or
    5. the destruction of Source Data from My Care Switch on expiry of the Switch Retention Period in accordance with clause 15.6.
  13. Fees. Unless otherwise agreed in writing, access to My Care Switch is included with the Customer's Subscription Scope at no additional charge during the initial onboarding of the Customer to the Platform. My Care CRM may charge reasonable fees for: (a) repeated migrations after initial onboarding has been completed; (b) custom field mappings or data transformations beyond the standard migration; or (c) extensions of the Switch Retention Period requested under clause 15.5, in each case at My Care CRM's then-current standard rates and only where agreed with the Customer in writing in advance.
  14. Privacy. The collection, use, storage, disclosure and destruction of Personal Information within Source Data is governed by the Privacy Policy and clause 8 of this Agreement. The Customer remains the APP entity in respect of the Personal Information contained within the Source Data, and My Care CRM acts on the Customer's behalf in providing My Care Switch.
  15. Survival. Clauses 15.4 (Customer Warranties on Source Data), 15.7 (Customer Backup Responsibility), 15.9 (Migration Outcomes and Verification) and 15.12 (Limitation of Liability (Migration)) survive expiry of the Switch Retention Period and termination of this Agreement.

Annexure A - Subscription Scope and Pricing

My Care CRM Billing Model

A "user" includes all active accounts on the Platform, including Super Admin, employee and independent contractor accounts. Participant accounts are always free. Only "Active" accounts constitute billable seats. Accounts with an "Onboarding" or "Archived" status are not billed. A minimum of five (5) billable seats applies to all subscriptions unless an exemption is granted in writing.

The Customer's subscription operates under a dual-subscription model sharing a single billing anchor date:

Core Seat Pricing (ex GST)
Annual Seat $264.00 AUD per seat / year ($22.00/mo equivalent)
Monthly Flexible Seat $34.00 AUD per seat / month
Usage-Metered Features (billed monthly in arrears)
SMS Messages (TallBob) $0.10 AUD per message
vSure Identity / VEVO Check $2.00 AUD per check
Optional Services
Paid Archive (post-termination) $0.50 AUD per GB / month (minimum $25.00/month)
Additional support and training Quoted on request

Included Entitlements

Access to the DocuCare module and the AcadeMy Care learning management system are included as free entitlements for all My Care CRM core seat subscribers.

Third-Party Services (not charged by My Care CRM)

The Customer must register and pay directly for the following services. Refer to clause 3 for full terms.

Integration Billing Arrangement
Xero (Accounting) Separate account required. All fees payable directly to Xero.
SIPcity (Voice Calling) Separate account required. All call charges payable directly to SIPcity.

Annexure B - Support Services

This Annexure B governs the provision of support services by My Care CRM (ACN 667 597 659) to the Customer during the Term of the Agreement.

Definitions

Scope

During the term of the Agreement, My Care CRM (ACN 667 597 659) will provide the following support services to the Customer:

Technical support

Unlimited technical support during Business Hours on Business Days delivered through:

Our target response time to technical support requests is defined in Annexure C.

Additional support and training

Any support or training provided by us (except for the technical support above), including but not limited to ad hoc sessions, onboarding help beyond the original scope, or any additional user training not included in your base package, will incur an extra charge and billed accordingly. We will inform you of these charges prior to the provision of any additional support or training.

Exclusions

The support services do not apply to any downtime of, or defect in, the Platform arising from:

Annexure C - Response Time SLAs

Severity Situation Response Customer Expectation
Low Minor functionality unavailability. Simple workarounds are available. Little to no business impact.
  • Respond to the ticket within 48 hours of receiving it.
  • Assign ticket to an appropriate team member.
  • Ticket will be responded to during normal business hours.
 The internal team will acknowledge the ticket and come to a resolution.
Medium Key functionality unavailable. No workaround is available. The tool is still functional but not in an ideal state.
  • Response to the ticket within 24 hours of receiving it.
  • Assign ticket to an appropriate team member.
  • Ticket will be responded to during normal business hours.
  • The internal team will acknowledge the ticket.
  • The appropriate resources will be allocated to come to a resolution.
  • Regular communication from respective support personnel.
High The system is down or severely impaired. Critical business impact, including NDIS compliance, participant safety or time-sensitive service delivery.
  • Response to the ticket within 4 hours of receiving it.
  • Assign ticket to an appropriate team member.
  • 8x5 effort to resolution.
  • The internal team will acknowledge the ticket.
  • The appropriate resources will be allocated to come to a resolution.
  • Regular communication from respective support personnel.
Critical Productivity Blocker. Complete loss of a mission-critical project. Needs immediate attention.
  • Acknowledgment of issue within 1 hour.
  • Ticket assignment and communication within 1 hour.
  • 24x7 effort to resolution.
  • Escalation to the appropriate team within 1 hour.
  • Allocation of appropriate resources to sustain 24x7 continuous effort to resolve.
  • Regular communication from respective support personnel.