TERMS AND CONDITIONS

1. Definitions and Interpretation

1.1 Definitions

In this Agreement, unless the context otherwise requires:

"Agreement" means these Terms and Conditions, the Subscription Order Form (if applicable), the Privacy Policy, and any schedules, annexures or addenda referenced herein, as amended from time to time.

"Authorised User" means an individual authorised by the Subscriber to access and use the Platform under the Subscriber’s account, including employees, contractors, support workers and administrators of the Subscriber.

"Bespoke Plan" means a custom subscription arrangement negotiated between CareVisor AI and the Subscriber for operations that fall outside the scope of the standard Subscription Plans, as described in clause 5.2(d).

"Business Day" means a day that is not a Saturday, Sunday or public holiday in Victoria, Australia.

"Commencement Date" means the date on which the Subscriber first accesses the Platform following completion of account registration and payment method validation, or the date specified in the Subscription Order Form, whichever is earlier.

"Commitment Period" means the initial twelve (12) month fixed term applicable to Starter, Growth and Premium Subscription Plans, commencing on the first day of the first paid Subscription Period.

"Confidential Information" means all information disclosed by one party to the other in connection with this Agreement that is marked as confidential or that a reasonable person would consider confidential, including technical data, business plans, pricing, customer data, and Participant Data, but excluding information that is publicly available through no fault of the receiving party, independently developed, or lawfully received from a third party without restriction.

"Data" means all data, information, documents, records, files and content uploaded, entered, generated, stored or processed by or on behalf of the Subscriber or its Authorised Users through the Platform.

"Free Trial Period" means the initial seven (7) calendar day period commencing on the Commencement Date during which the Subscriber may access and use the Platform at no charge, subject to clause 3. The Free Trial Period is available for Starter, Growth and Premium Subscription Plans only.

"Intellectual Property Rights" means all intellectual property rights worldwide, including patents, copyrights, trade marks, trade secrets, designs, database rights, rights in software, know-how and all other similar proprietary rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing.

"NDIS" means the National Disability Insurance Scheme established under the National Disability Insurance Scheme Act 2013 (Cth) and all ancillary legislation, rules, regulations, practice standards and quality indicators.

"Participant Data" means personal information, health information, sensitive information and records relating to NDIS participants that are uploaded, entered, generated or stored on the Platform by or on behalf of the Subscriber, including but not limited to names, NDIS numbers, plan details, service agreements, clinical notes, incident reports and compliance documentation.

"Payment Method" means the valid credit card, debit card or other payment instrument registered by the Subscriber at the time of account creation.

"Platform" means the CareVisor AI NDIS software platform, including all web-based applications, mobile applications, application programming interfaces, portals (including participant portals, staff portals and family portals), dashboards, integrations, updates and related documentation provided by CareVisor AI to the Subscriber under this Agreement.

"Privacy Policy" means CareVisor AI’s privacy policy as published on its website and updated from time to time.

"CareVisor AI", "we", "us" or "our" means CareVisor AI Pty Ltd (ACN 674 133 052).

"SCHADS Award" means the Social, Community, Home Care and Disability Services Industry Award as varied from time to time by the Fair Work Commission.

"Subscriber", "you" or "your" means the person or entity that registers for and uses the Platform, as identified during account creation.

"Subscription Fee" means the recurring fee payable by the Subscriber for ongoing access to the Platform following the expiry of the Free Trial Period (or from the Commencement Date for Bespoke Plans), as set out in clause 5.

"Subscription Period" means each calendar month during which the Subscriber’s account is active and the Subscription Fee is payable.

"Subscription Plan" means the tier of service selected by the Subscriber, being one of Starter, Growth, Premium or Bespoke, as described in clause 5.2.

1.2 Interpretation

In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) a reference to a person includes individuals, corporations, trusts, partnerships, unincorporated bodies, government entities and other legal entities; (c) words importing the singular include the plural and vice versa; (d) a reference to any legislation includes all subordinate legislation, amendments, consolidations, replacements and re-enactments; (e) a reference to dollars or $ is to Australian dollars unless otherwise specified; (f) if any act must be done on a day that is not a Business Day, it must be done on the next Business Day; and (g) this Agreement is governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State.

2. Licence and Access

2.1 Licence Grant

Subject to the Subscriber’s compliance with this Agreement and payment of all applicable fees, CareVisor AI grants the Subscriber a non-exclusive, non-transferable, revocable licence to access and use the Platform for the Subscriber’s internal business operations as an NDIS provider during the term of this Agreement.

2.2 Scope of Licence

The licence granted under clause 2.1 permits the Subscriber and its Authorised Users to: (a) access the Platform via web browser and supported mobile applications; (b) upload, store, manage and retrieve Data including Participant Data; (c) utilise the Platform’s features as available under the Subscriber’s selected Subscription Plan, which may include automation, rostering, billing, compliance tracking, payroll calculation, incident management, staff onboarding and reporting features; (d) generate reports, invoices and compliance documentation; and (e) grant access to participants, families and staff through designated portals.

2.3 Restrictions

The Subscriber must not, and must ensure its Authorised Users do not: (a) sublicense, sell, resell, lease, rent, distribute or otherwise make the Platform available to any third party other than the Subscriber’s Authorised Users; (b) copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works of the Platform or any part thereof; (c) use the Platform to build a competing product or service; (d) interfere with, disrupt or attempt to gain unauthorised access to the Platform, its servers or networks; (e) remove, alter or obscure any proprietary notices, labels or marks on the Platform; (f) use the Platform in breach of any applicable law, regulation or NDIS requirement; or (g) use the Platform to process data for any business other than the Subscriber’s own NDIS operations without CareVisor AI’s prior written consent.

2.4 Intellectual Property

All Intellectual Property Rights in and to the Platform, including its source code, object code, algorithms, architecture, user interface, design, documentation and all improvements, modifications and enhancements thereto, are and remain the sole and exclusive property of CareVisor AI. Nothing in this Agreement transfers any ownership of Intellectual Property Rights to the Subscriber. The Subscriber retains all rights, title and interest in its Data and Participant Data.

3. Free Trial

3.1 Trial Entitlement

New Subscribers selecting a Starter, Growth or Premium Subscription Plan are entitled to one Free Trial Period of seven (7) calendar days commencing on the Commencement Date. The Free Trial Period provides full access to the features and functionality included in the selected Subscription Plan. Each Subscriber (including related entities under common ownership or control) is entitled to one Free Trial Period only. The Free Trial Period is not available for Bespoke Plans.

3.2 Payment Method Required

To activate the Free Trial Period, the Subscriber must provide a valid Payment Method at the time of registration. The Payment Method will be validated by way of a temporary hold or nominal charge (which will be reversed) to confirm its validity. No Subscription Fee will be charged during the Free Trial Period.

3.3 Automatic Conversion to Paid Subscription

IMPORTANT: Unless the Subscriber cancels before 11:59 PM AEST on the final day of the Free Trial Period, the Subscriber’s account will automatically convert to a paid subscription on the selected Subscription Plan, and the first monthly Subscription Fee will be charged to the registered Payment Method on the day immediately following the expiry of the Free Trial Period. The twelve (12) month Commitment Period commences on this date. By providing a Payment Method and activating the Free Trial, the Subscriber expressly authorises this automatic conversion and charge.

3.4 Cancellation During Trial

The Subscriber may cancel at any time during the Free Trial Period by: (a) selecting the cancellation option within the Platform’s account settings; or (b) sending written notice to info@carevisor.com.au. Cancellation will take effect immediately. No Subscription Fee will be charged and no Commitment Period will commence if cancellation occurs before expiry of the Free Trial Period.

3.5 Data on Trial Cancellation

If the Subscriber cancels during or at the end of the Free Trial Period, the Subscriber’s Data (including Participant Data) will be retained for thirty (30) calendar days following cancellation, during which time the Subscriber may request an export of its Data. After thirty (30) days, CareVisor AI may delete the Subscriber’s Data permanently without further notice.

3.6 No Obligation

The Free Trial creates no obligation to continue as a paid Subscriber. CareVisor AI reserves the right to modify, suspend or discontinue the Free Trial offer at any time without prior notice.

4. Term and Termination

4.1 Commitment Period

For Starter, Growth and Premium Subscription Plans, the Subscriber commits to a fixed Commitment Period of twelve (12) months commencing on the first day of the first paid Subscription Period (the day immediately following expiry of the Free Trial Period). For Bespoke Plans, the term and commitment are as specified in the Subscription Order Form agreed between the parties.

4.2 Automatic Renewal

Upon expiry of the Commitment Period, the subscription will automatically renew on a month-to-month basis at the then-current Subscription Fee for the Subscriber’s Subscription Plan, unless: (a) either party provides written notice of non-renewal at least thirty (30) calendar days prior to the expiry of the Commitment Period; or (b) the Subscriber terminates in accordance with this clause 4.

4.3 Termination After Commitment Period

Following expiry of the Commitment Period and commencement of month-to-month renewal, the Subscriber may terminate this Agreement by providing written notice to CareVisor AI at least fourteen (14) calendar days before the end of the current Subscription Period. Termination will take effect at the end of the Subscription Period in which the notice period expires. No refunds will be issued for any portion of a Subscription Period already paid.

4.4 Early Termination by Subscriber During Commitment Period

If the Subscriber wishes to terminate this Agreement during the Commitment Period, the Subscriber must pay an early termination fee equal to the lesser of: (a) the total Subscription Fees remaining for the balance of the Commitment Period; or (b) three (3) months of Subscription Fees at the then-current rate. This early termination fee is a genuine pre-estimate of CareVisor AI’s loss and is not a penalty. The Subscriber’s rights under the Australian Consumer Law are not affected by this clause.

4.5 Termination by CareVisor AI

CareVisor AI may terminate this Agreement: (a) immediately upon written notice if the Subscriber commits a material breach of this Agreement and fails to remedy such breach within fourteen (14) calendar days of receiving written notice specifying the breach; (b) immediately upon written notice if the Subscriber becomes insolvent, enters voluntary administration, receivership or liquidation, or makes an assignment for the benefit of creditors; (c) immediately if the Subscriber’s use of the Platform poses a security risk, causes harm to other users, or violates applicable law; or (d) by providing the Subscriber with thirty (30) calendar days’ prior written notice for any reason, in which case no early termination fee is payable by the Subscriber.

4.6 Suspension for Non-Payment

If any Subscription Fee remains unpaid for more than seven (7) Business Days after the due date, CareVisor AI may suspend the Subscriber’s access to the Platform upon providing written notice. Suspension does not relieve the Subscriber of its obligation to pay outstanding fees, including fees accruing during the suspension period. Access will be restored promptly upon receipt of all outstanding amounts.

4.7 Effect of Termination

Upon termination: (a) the Subscriber’s licence to use the Platform terminates immediately; (b) the Subscriber and its Authorised Users must cease all use of the Platform; (c) all outstanding Subscription Fees (and any applicable early termination fee under clause 4.4) become immediately due and payable; (d) subject to clause 4.8, each party must return or destroy all Confidential Information of the other party; and (e) clauses that by their nature should survive termination (including clauses relating to intellectual property, confidentiality, limitation of liability, indemnification and data) will survive.

4.8 Data Export and Retention Post-Termination

Following termination (other than during the Free Trial Period, which is governed by clause 3.5): (a) the Subscriber’s Data will be retained in read-only format for thirty (30) calendar days; (b) during this period, the Subscriber may request an export of its Data in a standard machine-readable format (CSV or equivalent) by emailing info@carevisor.com.au; (c) CareVisor AI will use reasonable endeavours to provide the Data export within fourteen (14) Business Days of the request; (d) Data exports are provided at no additional charge for standard exports; a reasonable administration fee may apply for complex extractions involving custom formatting or large volumes; and (e) after the thirty (30) day retention period, CareVisor AI may permanently delete all Subscriber Data without further notice or liability.

5. Subscription Plans, Fees and Payment

5.1 General

The Subscriber must select a Subscription Plan at the time of registration. The features, functionality and participant limits available to the Subscriber depend on the selected Subscription Plan. All fees are stated in Australian dollars and are exclusive of GST unless otherwise specified.

5.2 Subscription Plans

(a) Starter Plan

The Starter Plan is designed for small providers with straightforward operations managing 4 to 5 participants. It provides core CRM functionality including automated intake, rostering with conflict detection, and same-day invoicing with auto-split by management type and Xero integration. The Subscription Fee for the Starter Plan is $249 per month (excl. GST), subject to a twelve (12) month Commitment Period. A seven (7) day Free Trial Period is available.

(b) Growth Plan

The Growth Plan is designed for growing providers managing 5 to 49 participants where payroll complexity and compliance requirements are increasing. It includes all Starter Plan features plus additional payroll, compliance and workflow automation capabilities. The Subscription Fee for the Growth Plan is $499 per month (excl. GST), subject to a twelve (12) month Commitment Period. A seven (7) day Free Trial Period is available.

(c) Premium Plan

The Premium Plan is designed for providers operating at scale with 50 to 99 participants, high shift volumes and multiple coordinators. It includes all Growth Plan features plus bulk timesheet processing, tri-platform payroll export (Xero, Employment Hero and KeyPay), enhanced automation for follow-ups, reminders and compliance checks, increased coordinator capacity, and accelerated audit preparation. The Subscription Fee for the Premium Plan is $999 per month (excl. GST), subject to a twelve (12) month Commitment Period. A seven (7) day Free Trial Period is available.

(d) Bespoke Plan

The Bespoke Plan is designed for providers of any size whose operations require complex award configurations, specific integrations, multi-location support, white-label requirements or workflows that fall outside the standard Subscription Plans. Bespoke Plans include all six core workflows configured to the Subscriber’s operations, custom award interpretations and integrations, a dedicated account manager, and SLA guarantees. Pricing for Bespoke Plans is quoted per scope following a scoping call. The term, Commitment Period, payment terms and features for Bespoke Plans are as specified in the Subscription Order Form agreed between the parties. No Free Trial Period is available for Bespoke Plans unless expressly agreed in writing.

5.3 Subscription Plan Summary

5.4 Plan Changes

The Subscriber may upgrade to a higher-tier Subscription Plan at any time during the Commitment Period. Upgrades take effect immediately, and the Subscriber will be charged the pro-rata difference for the remainder of the current Subscription Period plus the new Subscription Fee from the next billing date. The Commitment Period does not reset on upgrade. Downgrades to a lower-tier plan are only available upon expiry of the Commitment Period.

5.5 Billing Cycle

The Subscription Fee is charged in advance on a monthly basis to the registered Payment Method. The first charge occurs on the day immediately following expiry of the Free Trial Period (or on the Commencement Date for Bespoke Plans where no trial applies). Subsequent charges occur on the same date each calendar month thereafter.

5.6 GST

All fees and charges under this Agreement are exclusive of GST. If GST is payable on any supply made under this Agreement, the Subscriber must pay an additional amount equal to the GST. CareVisor AI will issue a valid tax invoice for all supplies subject to GST.

5.7 Fee Variations

CareVisor AI may vary the Subscription Fee by providing the Subscriber with at least thirty (30) calendar days’ prior written notice. Fee variations will not take effect during the Commitment Period for the Subscriber’s current Subscription Plan unless the Subscriber upgrades or the variation is required by law. If the Subscriber does not agree to a revised fee that takes effect after the Commitment Period, the Subscriber may terminate this Agreement in accordance with clause 4.3 before the revised fee takes effect. Continued use of the Platform after the effective date of a fee variation constitutes acceptance of the revised fee.

5.8 Failed Payments

If a payment fails, CareVisor AI will: (a) notify the Subscriber by email; (b) attempt to process the payment up to two additional times over the following five (5) Business Days; and (c) if payment continues to fail, CareVisor AI may suspend access in accordance with clause 4.6. The Subscriber is responsible for ensuring its Payment Method is current and has sufficient funds.

5.9 No Refunds

Except as required by the Australian Consumer Law, all Subscription Fees paid are non-refundable. Termination mid-cycle does not entitle the Subscriber to a pro-rata refund for the remainder of that Subscription Period.

5.10 Onboarding and Setup Fees

CareVisor AI may charge a one-time onboarding or setup fee as quoted at the time of registration or in the Subscription Order Form. Any such fee is payable on commencement of paid subscription and is non-refundable once the onboarding process has commenced. If no onboarding fee is quoted, none applies.

6. Subscriber Obligations

6.1 General Obligations

The Subscriber must: (a) ensure all information provided to CareVisor AI during registration and use of the Platform is accurate, complete and current; (b) maintain the confidentiality of its account credentials and not share login details with unauthorised persons; (c) notify CareVisor AI immediately of any unauthorised access to or use of its account; (d) ensure all Authorised Users comply with this Agreement; (e) use the Platform in accordance with all applicable laws, regulations and NDIS requirements; and (f) be solely responsible for its own compliance with the NDIS Act, practice standards, rules and regulations.

6.2 Participant Limits

The Subscriber must not exceed the participant limits applicable to its selected Subscription Plan. If the Subscriber’s active participant count exceeds the maximum for its current plan, CareVisor AI may: (a) notify the Subscriber and request an upgrade to an appropriate Subscription Plan; and (b) if the Subscriber does not upgrade within fourteen (14) calendar days of notification, automatically upgrade the Subscriber to the next applicable plan tier and charge the corresponding Subscription Fee from the next billing date.

6.3 NDIS Compliance Disclaimer

The Platform is a tool designed to assist NDIS providers with operational management, compliance documentation and workflow automation. The Platform does not guarantee compliance with NDIS practice standards, quality indicators, legislation or audit requirements. It is the Subscriber’s sole responsibility to ensure its operations, documentation, policies and procedures meet all applicable NDIS requirements. CareVisor AI is not an NDIS auditor, legal advisor or compliance certifier. The Subscriber must obtain independent professional advice where required.

6.4 SCHADS Payroll Disclaimer

The Platform’s payroll calculation features (available on Growth, Premium and Bespoke Plans) are designed to assist with SCHADS Award interpretation and pay calculations. These calculations are provided as a guide only. The Subscriber is solely responsible for verifying the accuracy of all pay calculations, ensuring compliance with the SCHADS Award, Fair Work Act 2009 (Cth) and all applicable employment legislation. CareVisor AI does not provide legal, financial, tax or employment law advice and is not liable for underpayments, overpayments or penalties arising from the Subscriber’s reliance on Platform calculations without independent verification.

6.5 Data Accuracy

The Subscriber is responsible for the accuracy, completeness and legality of all Data and Participant Data uploaded to or entered into the Platform. CareVisor AI is not responsible for errors, omissions or consequences arising from inaccurate or incomplete data entered by the Subscriber or its Authorised Users.

6.6 Equipment and Connectivity

The Subscriber is responsible for procuring and maintaining all hardware, software, internet connectivity and security measures (including antivirus and firewall protection) necessary to access and use the Platform. CareVisor AI is not responsible for any loss or damage arising from the Subscriber’s failure to maintain adequate security on its own systems.

7. Data, Privacy and Security

7.1 Data Ownership

The Subscriber retains all rights, title and interest in its Data and Participant Data. Nothing in this Agreement transfers ownership of the Subscriber’s Data to CareVisor AI.

7.2 Data Licence

The Subscriber grants CareVisor AI a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display and distribute the Subscriber’s Data solely for the purposes of: (a) providing the Platform and the services contemplated by this Agreement; (b) maintaining, supporting, improving and developing the Platform; and (c) generating anonymised, de-identified and aggregated data for analytics, benchmarking and product improvement purposes. This licence survives termination only to the extent necessary to complete data retention and export obligations under clause 4.8.

7.3 Privacy and the Privacy Act

CareVisor AI will collect, use, store and disclose personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and CareVisor AI’s Privacy Policy. The Subscriber acknowledges and agrees that: (a) it has obtained all necessary consents from individuals (including participants, staff and families) whose personal information or sensitive information is stored on the Platform; (b) it is responsible for complying with its own obligations under the Privacy Act and NDIS privacy requirements; and (c) CareVisor AI may process personal information using infrastructure located in Australia or overseas, subject to reasonable security safeguards.

7.4 Data Security

CareVisor AI will implement and maintain reasonable technical and organisational security measures to protect Data and Participant Data from unauthorised access, loss, alteration or destruction. These measures include but are not limited to encryption in transit and at rest, access controls, regular security assessments and incident response procedures. However, CareVisor AI does not guarantee that its security measures will prevent all unauthorised access or data breaches.

7.5 Data Breach Notification

In the event of a data breach affecting the Subscriber’s Data or Participant Data, CareVisor AI will: (a) notify the Subscriber as soon as practicable and in any event within seventy-two (72) hours of becoming aware of the breach; (b) provide reasonable details of the nature, scope and likely impact of the breach; (c) take reasonable steps to contain and remediate the breach; and (d) cooperate with the Subscriber in meeting any notification obligations under the Notifiable Data Breaches scheme or NDIS incident reporting requirements.

7.6 Third-Party Service Providers

The Subscriber acknowledges that CareVisor AI may use third-party service providers (including cloud infrastructure, payment processors and communication services) to deliver the Platform. CareVisor AI will ensure such providers are subject to appropriate data protection obligations. CareVisor AI will not sell Subscriber Data or Participant Data to any third party.

7.7 Consents

The Subscriber warrants that it has obtained (and will maintain) all consents, authorisations and permissions required under applicable law to: (a) upload and store personal information and sensitive information (including health information) on the Platform; (b) permit CareVisor AI to process such information as described in this Agreement and the Privacy Policy; and (c) share such information with relevant third parties through Platform features (such as invoicing plan managers or reporting to the NDIS Commission). The Subscriber indemnifies CareVisor AI against any claim arising from the Subscriber’s failure to obtain required consents.

8. Warranties and Disclaimers

8.1 CareVisor AI Warranties

CareVisor AI warrants that: (a) it has the right and authority to enter into this Agreement and grant the licence set out herein; (b) the Platform will perform materially in accordance with its published documentation; and (c) it will provide the Platform with reasonable care and skill.

8.2 Disclaimer

To the maximum extent permitted by law, the Platform is provided "as is" and "as available". Except for the express warranties in clause 8.1 and any guarantees that cannot be excluded under the Australian Consumer Law: (a) CareVisor AI makes no warranties, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness or non-infringement; (b) CareVisor AI does not warrant that the Platform will be uninterrupted, error-free, secure or free of viruses or harmful components; (c) CareVisor AI does not warrant that the Platform will meet the Subscriber’s specific requirements; and (d) CareVisor AI does not warrant the accuracy of any calculations, reports or outputs generated by the Platform, including SCHADS pay calculations, NDIS billing amounts, budget tracking figures or compliance status indicators.

8.3 Australian Consumer Law

Nothing in this Agreement excludes, restricts or modifies any consumer guarantee or right that the Subscriber may have under the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law) or any other applicable legislation that cannot be excluded, restricted or modified by agreement. If the Australian Consumer Law implies a condition, warranty or guarantee that cannot be excluded, CareVisor AI’s liability for breach of such condition, warranty or guarantee is limited (to the extent permitted by law) to: (a) in the case of goods, the replacement of the goods or supply of equivalent goods, or the repair of the goods; and (b) in the case of services, the supply of the services again, or the payment of the cost of having the services supplied again.

9. Limitation of Liability

9.1 Exclusion of Consequential Loss

To the maximum extent permitted by law, CareVisor AI will not be liable to the Subscriber or any third party for any indirect, incidental, special, consequential, punitive or exemplary damages arising out of or in connection with this Agreement or the use of (or inability to use) the Platform, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, cost of procurement of substitute services, NDIS audit failures, regulatory penalties, employment-related claims (including Fair Work claims, SCHADS underpayment claims or penalty proceedings) or any other economic loss, whether based on contract, tort (including negligence), strict liability or otherwise, even if CareVisor AI has been advised of the possibility of such damages.

9.2 Cap on Liability

Subject to clause 8.3, CareVisor AI’s total aggregate liability to the Subscriber for all claims arising out of or in connection with this Agreement (whether in contract, tort, negligence, under statute or otherwise) will not exceed the total Subscription Fees actually paid by the Subscriber to CareVisor AI in the twelve (12) month period immediately preceding the event giving rise to the claim.

9.3 Allocation of Risk

The Subscriber acknowledges that the limitations of liability set out in this clause 9 are reasonable given: (a) the nature and pricing of the Platform; (b) the availability of alternative products in the market; and (c) the Subscriber’s ability to mitigate risk through independent verification, insurance and professional advice.

10. Indemnification

10.1 Subscriber Indemnity

The Subscriber agrees to indemnify, defend and hold harmless CareVisor AI, its officers, directors, employees, agents and contractors from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Subscriber’s use of the Platform; (b) any breach of this Agreement by the Subscriber or its Authorised Users; (c) any breach of applicable law by the Subscriber; (d) any claim by a third party (including NDIS participants, staff, plan managers, government agencies or regulators) arising from the Subscriber’s operations, data or use of the Platform; (e) the Subscriber’s failure to obtain required consents under clause 7.7; and (f) any inaccuracy or incompleteness of Data or Participant Data entered by the Subscriber.

10.2 CareVisor AI Indemnity

CareVisor AI will indemnify and hold harmless the Subscriber from any third-party claim alleging that the Platform (as provided by CareVisor AI) infringes the Intellectual Property Rights of a third party, provided that: (a) the Subscriber notifies CareVisor AI promptly in writing of such claim; (b) the Subscriber provides reasonable cooperation and assistance at CareVisor AI’s expense; and (c) the Subscriber grants CareVisor AI sole control of the defence and settlement. This indemnity does not apply to claims arising from the Subscriber’s modification of the Platform, use of the Platform in combination with third-party products not authorised by CareVisor AI, or use in breach of this Agreement.

11. Confidentiality

Each party agrees to: (a) keep the other party’s Confidential Information strictly confidential; (b) not disclose it to any third party without the other party’s prior written consent, except to employees, contractors or advisors who need to know and are bound by equivalent obligations of confidentiality; (c) use it only for the purposes of this Agreement; and (d) take reasonable steps to protect it from unauthorised use or disclosure. These obligations survive termination of this Agreement for a period of three (3) years.

12. Service Levels and Availability

12.1 Availability

CareVisor AI will use commercially reasonable efforts to maintain Platform availability of at least 99.5% measured on a monthly basis, excluding scheduled maintenance windows and circumstances beyond CareVisor AI’s reasonable control. Bespoke Plan Subscribers may have specific SLA terms as set out in their Subscription Order Form.

12.2 Scheduled Maintenance

CareVisor AI will provide at least twenty-four (24) hours’ prior notice of scheduled maintenance that may affect Platform availability. Where practicable, maintenance will be scheduled outside standard Australian business hours (9:00 AM to 5:00 PM AEST, Monday to Friday).

12.3 Support

CareVisor AI will provide email support at info@carevisor.com.au during Business Days. Response times will vary based on issue severity, Subscription Plan and CareVisor AI’s current capacity. Bespoke Plan Subscribers receive dedicated account management and priority support as specified in their Subscription Order Form. CareVisor AI may offer additional support tiers or channels at its discretion.

13. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond the party’s reasonable control, including but not limited to natural disasters, pandemics, government actions, sanctions, embargoes, power failures, internet outages, cyber attacks, acts of terrorism or war. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than sixty (60) calendar days, either party may terminate this Agreement upon written notice.

14. General Provisions

14.1 Entire Agreement

This Agreement (including any Subscription Order Form for Bespoke Plans) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, warranties, negotiations and understandings, whether written or oral.

14.2 Amendment

CareVisor AI may amend this Agreement by: (a) publishing the amended terms on the Platform or its website; and (b) providing the Subscriber with at least fourteen (14) calendar days’ written notice of material changes. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the amended terms. If the Subscriber does not agree to any material amendment, the Subscriber may terminate this Agreement in accordance with clause 4.3 (or clause 4.4 if within the Commitment Period). Material amendments will not increase the Subscription Fee during the Commitment Period (fee changes are governed by clause 5.7).

14.3 Assignment

The Subscriber may not assign, transfer or novate any of its rights or obligations under this Agreement without CareVisor AI’s prior written consent. CareVisor AI may assign this Agreement to any successor, acquirer or affiliate without the Subscriber’s consent, provided that such assignee agrees to be bound by the terms of this Agreement.

14.4 Waiver

A party’s failure or delay in exercising any right or remedy under this Agreement does not constitute a waiver of that right or remedy. A waiver is only effective if given in writing.

14.5 Severability

If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision will be severed and the remaining provisions will continue in full force and effect.

14.6 Notices

All notices under this Agreement must be in writing and delivered by email. Notices to CareVisor AI must be sent to info@carevisor.com.au. Notices to the Subscriber will be sent to the email address registered on the Subscriber’s account. A notice is deemed received when the email enters the recipient’s information system.

14.7 Relationship of the Parties

Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf.

14.8 No Third-Party Beneficiaries

This Agreement does not confer any benefit on, or create any right enforceable by, any person other than the parties to this Agreement.

14.9 Governing Law and Jurisdiction

This Agreement is governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and any courts entitled to hear appeals therefrom.

14.10 Dispute Resolution

Before commencing any legal proceedings (other than urgent interlocutory relief), the parties must attempt to resolve any dispute arising out of or in connection with this Agreement by: (a) first, escalating the dispute to a senior representative of each party for negotiation in good faith for a period of fourteen (14) Business Days; and (b) if unresolved, submitting the dispute to mediation administered by the Resolution Institute under its mediation rules. If the dispute remains unresolved after thirty (30) Business Days from the commencement of mediation, either party may commence legal proceedings.

15. Electronic Execution and Acceptance

This Agreement may be accepted by: (a) the Subscriber completing the Platform registration process and clicking the acceptance checkbox; (b) the Subscriber providing payment details and activating the Free Trial; (c) the Subscriber executing a Subscription Order Form (for Bespoke Plans); or (d) the Subscriber’s continued use of the Platform. Any of the foregoing constitutes the Subscriber’s binding acceptance of this Agreement. The Subscriber’s IP address, email address and timestamp of acceptance will be recorded as evidence of execution.

Schedule 1 - Subscription Plan Summary

END OF TERMS AND CONDITIONS

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