About These Terms

Version 4.0

Effective date: 22 June 2026

These Terms govern your access to and use of the quickclaim platform and related Services.

quickclaim is a software platform developed and operated by Datix Pty Ltd ACN 602 831 890 trading as quickclaim (quickclaim, we, us or our).

References to you and your mean the individual, company, trust, partnership, incorporated association or other organisation identified in the applicable Proposal or otherwise subscribing to or using the Services.

quickclaim provides software and workflow automation solutions designed to assist organisations with claims processing, invoice management, payment preparation, reconciliation, participant administration, reporting and related operational activities.

Certain optional services, including Payment Workflow Services, are governed by Schedule 1 – Payment Workflow Services and apply only where the applicable Proposal states that you have subscribed to those services.

By accepting a Proposal, paying any Fees, accessing the Platform or otherwise receiving the Services, you agree to be bound by this Agreement.

Parties and acceptance

This Agreement is between you and us. You accept this Agreement by the earliest of:

• signing or electronically accepting a Proposal or these Terms;
• confirming acceptance by email or another written or electronic communication;
• paying any part of the Fees; or
• first accessing or receiving the Services.

Agreement structure

The agreement between you and us consists of:

• the applicable Proposal;
• any Product Schedule identified in the Proposal;
• Schedule 1 Payment Workflow Services, where applicable;
• these Terms; and
• any policy or external terms expressly incorporated by reference.

Order of precedence

If there is any inconsistency between documents forming part of this Agreement, the following order of precedence applies, unless a document expressly states otherwise:

• the Proposal;
• any Product Schedule;
• Schedule 1 Payment Workflow Services, in relation to Payment Workflow Services;
• these Terms; and
• any incorporated policy.

Government Terms apply independently between you and the relevant Government Agency. To the extent a Government Term must prevail for continued use of a Government System, it prevails only in relation to that use.

Changes to these Terms

We may amend these Terms from time to time.

If we make a change that materially adversely affects your rights or obligations, we will provide you with a written notice of the change. If you do not wish to accept the change, you may terminate the affected Services by giving us written notice within 30 days after receiving our notice. If you do not give a notice of termination within that period, the amended Terms take effect on the date specified in our notice.

The cancellation right in the preceding paragraph does not apply where the change is required by Law, a regulator, a Government Agency or a Third Party Service provider, or is necessary to address an urgent fraud, security, cybersecurity or system-integrity risk and we cannot lawfully or safely continue the affected Services on the previous terms. We will provide as much notice as reasonably practicable in those circumstances.

Nature of the Services

The Services are business software, integration, workflow automation, support and related professional services. They may include claims administration, invoice processing, participant administration, reconciliation, reporting, payment preparation, payment workflow management and related operational activities.

The Services are supplied solely for business purposes and are not intended for personal, domestic or household use.

No professional advice

The Services assist you to administer claims, invoices, payments and related processes. Unless expressly agreed in writing, the Services do not constitute legal, financial, accounting, taxation, medical, due diligence, risk-management, regulatory, compliance or other professional advice. You remain responsible for obtaining any advice required for your business.

Services

Provision of Services

Subject to this Agreement and payment of the Fees, we will provide the Services described in the Proposal, whether ourselves or through our Personnel and authorised service providers.

Any delivery date or implementation timeframe is an estimate unless the Proposal expressly states that it is binding. We will use reasonable endeavours to meet agreed timeframes, but are not liable for delay caused by you, a Third Party Service, a Government System or circumstances outside our reasonable control.

Licence to use the Platform

During the Subscription Term, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform for your internal business purposes, subject to the Proposal and this Agreement.

You must not access or use the Platform except through interfaces and methods approved by us or as otherwise expressly permitted in writing.

Your cooperation

You must provide all information, access, approvals, personnel and cooperation reasonably required for us to provide the Services, and must ensure that your Systems and data are appropriately backed up and current before we perform work that may affect them.

You are responsible for making any changes to your Systems that are necessary to support the Services and for notifying your users and relevant third parties of planned outages or downtime.

We are not responsible for delay, additional cost or reduced performance caused by your failure to meet these obligations.

Availability and maintenance

We will use reasonable efforts to make the Services available. We do not guarantee uninterrupted or error-free operation.

We may perform scheduled or emergency maintenance, upgrades and security activities. Access to some or all of the Services may be suspended while that work is performed. Where practicable, we will give reasonable notice of planned material interruptions.

Service changes

We may enhance, modify, replace or discontinue features from time to time to improve the Services, maintain security, comply with Laws or external requirements, or maintain compatibility with Third Party Services and Government Systems.

During a current Subscription Term, we will use reasonable efforts not to materially reduce the core functionality of the Services described in the Proposal, except where the change is required by Law or by a third party on whom the Services depend.

Professional and consultancy services

You may request implementation, consultancy, integration, custom workflow, data, reporting or other professional services. We may describe those services, assumptions, deliverables and additional Fees in a Proposal or separate statement of work. Unless expressly stated otherwise, those services form part of the Services and are governed by this Agreement.

A request or instruction that changes the agreed scope is not binding on us unless we accept it in writing, including any associated change to Fees or timing.

Beta and evaluation features

We may make pilot, trial, beta, pre-release or evaluation features available. Those features may be incomplete, contain defects, change without notice or be withdrawn. They are provided as is and, to the maximum extent permitted by Law, without warranties.

Artificial intelligence and automated processing

We may use automated systems, machine learning and artificial intelligence to provide, maintain, support, secure and improve the Services.

Unless you expressly agree otherwise in writing:

• Customer Data will not be used to train publicly available or shared artificial intelligence models;
• Customer Data will not be transmitted to or shared with third-party artificial intelligence providers;
• Any artificial intelligence processing of Customer Data will occur within quickclaim’s privately hosted environment in Australia; and
• Customer Data remains subject to the confidentiality, privacy and security protections in this Agreement.

Nothing in this clause prevents us from using aggregated, anonymised or de-identified information that does not identify you, a participant, a beneficiary or any individual.

Support

We will provide support as described in the Proposal. Unless otherwise agreed, support requests may be submitted through the quickclaim Knowledge Hub or by email to support@quickclaim.io.

Subscription Term

Commencement

This Agreement commences on the date it is accepted under clause 1.1 or on any other commencement date specified in the Proposal.

Initial Subscription Term

The initial Subscription Term is the period specified in the Proposal. If the Proposal does not specify a period, the initial Subscription Term is 12 months from the Commencement Date.

Automatic renewal

At the end of the initial Subscription Term and each renewal period, the Subscription Term automatically renews for a further period equal to the initial Subscription Term unless either party gives a valid notice of non-renewal under clause 3.4.

Non-renewal notice

Either party may prevent renewal by giving the other party written notice at least 60 days before the end of the then-current Subscription Term. The Agreement remains in effect until that term expires.

Renewal Fees

Unless the Proposal states otherwise, any discount applies only during the initial Subscription Term. We may change the Fees for a renewal period by giving at least 60 days’ written notice before that renewal period begins.

Changes to Services on renewal

A renewal may reflect changes to product names, modules, packaging, usage limits or external dependencies. We will identify any material change in the renewal notice or Proposal.

Authorised Users

Authorised Users

You may permit your Personnel and other authorised representatives to access the Services as Authorised Users, subject to any user limits in the Proposal.

Responsibility for Authorised Users

You are responsible for all acts and omissions of your Authorised Users, all activity undertaken through your accounts, assigning appropriate permissions and promptly removing access when a person is no longer authorised.

An act or omission of an Authorised User is treated as your act or omission for the purposes of this Agreement.

Authority of users

You warrant that each Authorised User has authority to perform the actions available to them through the Platform. We may rely on any instruction, approval, submission, authorisation or communication made through the Platform by an Authorised User without further verification.

You are responsible for establishing and maintaining your own internal approvals, delegations and controls.

User management and authentication

You must manage user access, permissions and authentication securely. We may impose authentication requirements, including multi-factor authentication, and may limit user numbers or access based on the subscription purchased.

Authorised Users must not share credentials. You must promptly notify us of actual or suspected unauthorised access or compromise.

Removal or restriction of access

We may suspend or disable an Authorised User where reasonably necessary to protect security, investigate misuse, comply with Law or protect the Platform, another customer or a third party.

Fees and Payment

Fees

You must pay the Fees specified in the Proposal, including any subscription, usage, implementation, professional services, transaction or pass-through fees. Fees are non-refundable except as expressly stated in this Agreement or required by Law.

Invoicing

Unless the Proposal states otherwise, recurring Fees are invoiced in advance, usage-based Fees are invoiced in arrears and implementation or professional services Fees are invoiced in accordance with the Proposal.

Payment Terms

You must pay each invoice in accordance with the Payment Terms stated in the Proposal. If the Proposal does not specify Payment Terms, payment is due within 14 days after the invoice date.

GST

Unless expressly stated otherwise, Fees are exclusive of GST. If GST is payable on a taxable supply under this Agreement, the recipient must pay the GST amount in addition to the consideration, subject to receipt of a valid tax invoice.

If an adjustment event occurs, the parties must make any corresponding adjustment required by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Fee reviews

We may review Fees on renewal in accordance with clause 3.5. We may also adjust usage-based or pass-through charges where an external provider changes the amount it charges us, provided that we give reasonable notice where practicable.

Late payments

If an amount remains unpaid after its due date, we may:

• charge interest at the Reserve Bank of Australia cash rate target plus 5% per annum, calculated daily;
• after giving reasonable notice, suspend the Services under clause 13.2;
• recover reasonable debt-collection costs and disbursements; and
• assign or transfer the debt to a debt collector or collection agency.

Fee disputes

If you dispute an invoice, you must notify us before its due date and provide reasonable details. The parties will work in good faith to resolve the dispute. Undisputed amounts remain payable when due.

Referrals

If we refer you to a third-party provider, we may receive a referral fee or other financial benefit. We will disclose that fact where required by Law.

Customer Data

Ownership of Customer Data

As between the parties, you retain ownership of Customer Data. Nothing in this Agreement transfers ownership of Customer Data to us.

Licence to use Customer Data

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, modify and otherwise use Customer Data only to:

• provide, support and maintain the Services;
• perform backups, resilience and disaster-recovery activities;
• investigate incidents, defects and security issues;
• comply with Laws, Government Terms and binding external requirements;
• communicate with Third Party Services and Government Systems as authorised by you; and
• exercise our rights and perform our obligations under this Agreement.

Your responsibility for Customer Data

You are responsible for the accuracy, completeness and legality of Customer Data, obtaining all required authorities and consents, and ensuring that Customer Data may lawfully be provided to and processed by us.

You must verify information entered by you or your Authorised Users and maintain your own copies or exports of information required for your business, legal or regulatory purposes.

You must not use unstructured or free-form fields to store Personal Information, NDIS identifiers, bank-account details, payment-card information or other sensitive data unless the field is expressly intended for that type of information.

Aggregated and de-identified data

We may create and use aggregated, anonymised or de-identified information derived from Customer Data for analytics, product development, reporting, security, service improvement and benchmarking, provided that it does not identify you or any individual and is not based on a sample size that makes underlying data reasonably identifiable.

Data export

During the Subscription Term and for 90 days after termination, you may request an export of Customer Data in a reasonably available electronic format. We may charge our then-current professional services rates for substantial, repeated or non-standard extraction requests.

Return or deletion of Customer Data

After the 90-day export period in clause 6.5, we may archive or securely delete Customer Data, subject to clause 6.7 and any agreed retention arrangement. Backup copies may remain until overwritten in the ordinary course.

Regulatory record retention

We may retain records and Customer Data for:

• the minimum period required by applicable Laws;
• the minimum period required by a regulator or Government Agency having jurisdiction over us or you;
• the minimum period required under an agreement with a Third Party Service or Payment Provider; and
• any additional period necessary to prevent or investigate fraud, investigate or resolve disputes, satisfy audit requirements, respond to legal proceedings, enforce our rights, or comply with legal, regulatory or contractual obligations.

Privacy, Confidentiality and Security

Privacy

Each party must comply with applicable Privacy Laws in connection with this Agreement. You must not do anything that causes us to breach Privacy Laws.

We will handle Personal Information for the purposes of providing and administering the Services, performing this Agreement and complying with applicable obligations.

Australian hosting

We will host Customer Data in Australia unless you agree otherwise in writing or a transfer is expressly required to carry out an instruction involving a Government System, Payment Provider or other Third Party Service selected or authorised by you. Any such transfer remains subject to this Agreement and applicable Law.

Security measures

We will maintain administrative, physical and technical safeguards designed to protect Customer Data against unauthorised access, use, disclosure, alteration or destruction. Our information-security management system is certified to ISO 27001 as at the effective date of these Terms, but no method of electronic storage or transmission is completely secure.

Security Incidents

If we become aware of a Security Incident that materially affects Customer Data, we will notify you without undue delay after confirming the incident and provide information reasonably available to us. We may withhold information where disclosure would compromise an investigation, increase risk or be prohibited by Law.

Each party will cooperate in good faith to investigate, contain and remediate a Security Incident and to meet any applicable notification obligations.

Your security obligations

You must maintain appropriate cybersecurity, access-control, endpoint, anti-malware, backup and personnel-security practices; keep credentials confidential; use security features we require; and immediately notify us of actual or suspected compromise.

Where we make an additional security feature optional and you elect not to use it, we are not liable for loss to the extent caused by that decision.

Confidential Information

Each party must protect the other party’s Confidential Information and use it only to perform obligations or exercise rights under this Agreement.

A receiving party may disclose Confidential Information only to its Personnel, professional advisers, related bodies corporate and service providers who need to know it and are bound by confidentiality obligations, or where disclosure is authorised by the disclosing party or required by Law.

Exclusions from confidentiality

Confidential Information does not include information that the receiving party can demonstrate:

• is publicly available other than through a breach of confidence;
• was lawfully known to it without restriction before disclosure;
• was independently developed without use of the disclosing party’s information; or
• as lawfully obtained from a third party without confidentiality restrictions.

A party may seek urgent injunctive or equitable relief for an actual or threatened breach of confidentiality.

Publicity rights

Unless you notify us otherwise in writing, we may identify you as a quickclaim customer and use your name, trading name and logo in customer lists, proposals, presentations, marketing materials and promotional content.

If you ask us to cease using your name or logo, we will cease new use within a reasonable period. The request does not require us to recall or amend materials already published or distributed before we received it.

Third Party Services

Use of Third Party Services

The Services may integrate with, interact with or depend upon Third Party Services, including cloud hosting, telecommunications, payment, banking, accounting, customer relationship management, enterprise resource planning and other software or infrastructure services.

Third-party terms

A Third Party Service may be subject to separate terms, licences, operating procedures and fees. You must comply with those terms where they apply to your use. We are not a party to those terms unless expressly stated.

No control of Third-Party Services

We do not own or control Third Party Services. Except to the extent directly caused by our breach of this Agreement, we are not responsible for their availability, security practices, changes, data, decisions, actions, omissions, failures, outages or interruptions.

Regulatory dependencies

Certain Services depend on access to systems operated by regulators, Government Agencies, financial institutions, industry participants and other third parties. Those parties may restrict, suspend, modify or withdraw access or change technical requirements. We may modify, suspend or discontinue affected functionality as necessary and are not liable for loss caused by an external restriction, withdrawal or change that is outside our reasonable control.

Government and Industry Systems

NDIS APIs and NDIA systems

Where the Proposal includes functionality that accesses, submits information to, retrieves information from or otherwise interacts with NDIS APIs, the Services depend on access managed by the National Disability Insurance Agency, including through its Digital Partnerships Office.

You authorise us to connect your organisation to the applicable NDIS APIs and to submit, retrieve and exchange data on your behalf to provide the Services. The NDIA may accept, reject, monitor, restrict, suspend or revoke access and may change its APIs or technical requirements.

Aged Care Web Services

Where the Proposal includes functionality that interacts with Aged Care Web Services, the Services depend on access managed by Services Australia. You authorise us to connect your organisation and relevant aged care services to those web services and to submit, retrieve and exchange data on your behalf to provide the Services.

You must maintain the PRODA organisation account, Registration Authority, B2G devices, service registrations and authorised persons required by Services Australia, and must use an approved software version and valid software integration number where required.

Government Terms

By using functionality that accesses or interacts with NDIS APIs or Aged Care Web Services, you agree to comply with the applicable Government Terms reproduced in Appendix A and Appendix B, as amended by the relevant Government Agency from time to time.

The appendices are included for convenience and to allocate obligations between you and us. They do not replace any separate registration, form, deed or agreement required by the NDIA or Services Australia. If the official Government Terms differ from an appendix, the official terms prevail.

Your responsibilities for Government Systems

You must:

• maintain all registrations, approvals, authorities, credentials, devices and access rights required to use the relevant Government System;
• ensure information and representations provided to a Government Agency are complete, accurate and current;
• ensure your Authorised Users and Personnel comply with applicable Government Terms;
• maintain appropriate business and security controls so submissions are properly authorised;
• notify us promptly of a compromise, unauthorised submission, change in authorised persons, or actual or suspected breach of Government Terms; and
• retain records required by applicable Laws and Government Terms.

Changes to Government Systems

A Government Agency may change its terms, technical requirements, data specifications, security requirements or APIs, including without substantial notice or backwards compatibility. We may modify the Services, require you to upgrade or change your Systems, or pass through new conditions to the extent necessary to maintain access or compliance.

Suspension or withdrawal of Government access

We may suspend or terminate affected Services if a Government Agency restricts, suspends, revokes or refuses access, or asks us to do so. We are not liable for loss caused by the Government Agency’s decision, except to the extent directly caused by our breach of this Agreement.

Warranties and Disclaimers

Mutual warranties

Each party warrants that it has full power and authority to enter into this Agreement and perform its obligations, and that doing so does not breach an obligation owed to a third party.

Service warranty

We warrant that we will provide the Services with due care and skill and using suitably competent Personnel. If we breach this warranty, our primary obligation is to use reasonable efforts to re-perform or remedy the affected Services.

Your warranties

You warrant that:

• all information and documents supplied by you are true, accurate, complete and current;
• you have all rights, authorities, consents, registrations and approvals required to use the Services and provide Customer Data;
• your use of the Services and Customer Data complies with Laws and does not infringe third-party rights;
• you will not use the Services for an unlawful, fraudulent, misleading, offensive, abusive or harmful purpose;
• you will not introduce malicious code, circumvent security, access unauthorised systems or interfere with the Platform or another user;
• if you enter this Agreement as trustee, you are validly appointed, have power under the trust to enter the Agreement, and have a right of indemnity from trust assets that has not been limited or impaired; and
• no insolvency event has occurred in relation to you and, so far as you are aware, none is imminent.

No guarantee of outcomes

We do not warrant or guarantee claim approvals, funding approvals, participant eligibility, payment outcomes or timing, reconciliation outcomes, regulatory decisions, business outcomes or the accuracy or availability of information supplied by a third party.

The Services assist you to administer your operations. You remain responsible for all business decisions, reviews, approvals and submissions.

No implied warranties

Except as expressly stated in this Agreement and to the maximum extent permitted by Law, all other warranties, conditions, guarantees and representations are excluded.

Australian Consumer Law

Nothing in this Agreement excludes, restricts or modifies a right, guarantee or remedy under the Australian Consumer Law or another Law that cannot lawfully be excluded, restricted or modified.

Where the Australian Consumer Law permits us to limit our liability for a failure to comply with a non-excludable guarantee in relation to services not ordinarily acquired for personal, domestic or household use, our liability is limited, at our option, to supplying the Services again or paying the cost of having the Services supplied again.

Limitation of Liability

Exclusion of Consequential Loss

To the maximum extent permitted by Law, neither party is liable to the other for Consequential Loss arising out of or in connection with this Agreement.

Excluded losses

Without limiting clause 12.1, neither party is liable for loss of profit, revenue, business, contract, opportunity, anticipated savings, goodwill, reputation or use, or for business interruption or loss or corruption of data, except to the extent that the loss or corruption of data is directly caused by that party’s breach and could not reasonably have been mitigated by backup or recovery measures.

Specific exclusions

To the maximum extent permitted by Law and except to the extent directly caused by our breach, we are not liable for loss arising from:

• inaccurate, incomplete, misleading or unauthorised information, instructions or approvals supplied by you or an Authorised User;
• your business decisions, internal controls or failure to verify data or outcomes;
• a Third-Party Service, Government System, Payment Provider, banking system, telecommunications service or internet service;
• a claim, payment, funding, eligibility or regulatory decision;
• a cybersecurity incident not caused by our breach;
• fraud or misconduct by your Personnel, users, beneficiaries or third parties;
• your failure to maintain backups, credentials, registrations, approvals, devices or compatible Systems; or
• a delay or event outside our reasonable control.

Liability cap

Subject to clause 12.6, our aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), equity, statute, indemnity or otherwise, is limited to the greater of:

• the Fees paid or payable by you for the Services during the 12 months immediately preceding the event giving rise to the claim; and
• AUD $50,000.

Single aggregate cap

The cap in clause 12.4 is a single aggregate cap for all claims arising from the same or related events and is not increased by the number of claims, claimants, Services, users or legal causes of action.

Liabilities not limited

A limitation or exclusion in this Agreement does not apply to liability arising from:

• fraud or willful misconduct;
• death or personal injury caused by negligence;
• a party’s obligation to pay an undisputed amount expressly due under this Agreement; or
• liability that cannot lawfully be limited or excluded.

Proportionate liability and mitigation

A party’s liability is reduced proportionately to the extent that the loss was caused or contributed to by the other party or its Personnel, including a failure to take reasonable steps to mitigate loss.

General indemnity

Each party indemnifies the other against direct liability finally awarded to a third party, or agreed in a settlement approved by the indemnifying party, to the extent arising from:

• the indemnifying party’s material breach of confidentiality, privacy, security or intellectual-property obligations;
• the fraud, wilful misconduct or negligent act or omission of the indemnifying party or its Personnel; or
• a claim that materials or technology supplied by the indemnifying party infringe a third party’s Intellectual Property Rights.

The indemnity does not apply to the extent the liability was caused by the other party or a failure to mitigate. It is subject to this clause 11, except that the cap does not apply to fraud, wilful misconduct or liabilities that cannot lawfully be limited.

Suspension Rights

Suspension of Services

We may suspend access to all or part of the Services where necessary to protect security, investigate suspected fraud or misuse, comply with Law or an external requirement, protect the Platform or another person, or enforce this Agreement.

Suspension for non-payment

We may suspend Services if an undisputed invoice remains unpaid for 20 Business Days after its due date. Where practicable, we will give reasonable prior notice.

Suspension for security reasons

We may suspend access immediately where we reasonably believe continued access creates a material cybersecurity, privacy, fraud or system-integrity risk. We may require credential resets, verification or remediation before restoring access.

Suspension for regulatory reasons

We may suspend affected Services immediately where required or requested by a regulator, Government Agency, Payment Provider or other Third Party Service provider, or where continued provision may cause us or another person to breach Law or applicable external terms.

No liability for permitted suspension

We are not liable for loss arising from a suspension carried out in accordance with this Agreement, except to the extent caused by our failure to act in good faith or our breach of this Agreement.

Restoration of Services

When the reason for suspension has been resolved to our reasonable satisfaction, we will use reasonable efforts to restore access as soon as practicable. You remain liable for Fees during a suspension caused by your breach, non-payment or risk event.

Termination

Termination by you

You may terminate:

• at the end of the current Subscription Term by giving notice under clause 4.4;
• in response to a materially adverse change under clause 2.4;
• if we commit a material breach that is capable of remedy and do not remedy it within 30 days after receiving written notice; or
• immediately by written notice if we commit a material breach that cannot be remedied or become insolvent.

Termination by us

We may terminate this Agreement or an affected Service immediately by written notice if:

• you commit a material breach that cannot be remedied;
• you fail to remedy a material breach within 30 days after receiving written notice;
• you repeatedly breach this Agreement;
• you become insolvent, cease carrying on business or are unable to pay debts as they fall due;
• your use creates a material security, fraud, legal or regulatory risk that cannot be adequately mitigated;
• a Government Agency or Third-Party Service provider withdraws access required to provide the Service; or
• we are required to terminate by Law, a regulator, a Government Agency or a Payment Provider.

Termination or modification for regulatory change

We may modify or terminate an affected Service if continued provision would cause us to breach Law, a regulatory requirement, Government Terms or an obligation owed to a Government Agency, Payment Provider or other essential Third Party Service. Where lawful and practicable, we will consult with you and give reasonable notice.

Effect of termination

On expiry or termination:

• your right to access the terminated Services ends;
• all undisputed Fees and other amounts accrued up to the effective date become due and payable;
• unless a Proposal states otherwise, prepaid Fees are not refundable where termination results from your breach or non-renewal;
• each party must, on request, return or destroy the other party’s Confidential Information, subject to retention obligations and backups; and
• termination does not affect accrued rights or liabilities.

Customer Data following termination

Your rights to request an export and our rights to retain, archive and delete Customer Data are governed by clauses clause 6.5 to clause 6.7.

Transition assistance

If agreed in writing, we may provide transition or migration assistance at our then-current professional services rates and subject to agreed scope, timing, dependencies and security requirements.

Survival

Provisions that by their nature are intended to continue survive expiry or termination, including provisions concerning Fees, data and record retention, confidentiality, privacy, security, Intellectual Property Rights, liability, indemnities, dispute resolution and general interpretation.

Intellectual Property

Ownership of quickclaim Intellectual Property

As between the parties, we own all right, title and interest in the Platform, Services, software, source code, object code, APIs, workflows, templates, documentation, reports, processes, methodologies, internal outputs, Analytics, modifications, enhancements, updates, improvements and all related Intellectual Property Rights, excluding Customer Data and your pre-existing materials.

Your Intellectual Property

As between the parties, you retain ownership of Customer Data, your pre-existing materials, business processes, trademarks, logos and branding.

Restrictions

Except to the extent expressly permitted by Law or by us in writing, you must not:

• copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works from the Services;
• attempt to discover source code, underlying ideas, algorithms or non-public interfaces;
• remove or obscure proprietary notices;
• sell, resell, rent, lease, sublicense, time-share, outsource or otherwise commercially exploit the Services;
• use the Services to develop, train or improve a competing product or service;
• access unauthorised data, accounts, servers or networks; or
• permit a third party to do any of those things.

Feedback

If you provide feedback, ideas, recommendations or enhancement requests, you grant us a perpetual, irrevocable, worldwide and royalty-free right to use, modify, implement and commercialise them without restriction or compensation, provided that we do not disclose your Confidential Information.

Moral Rights

To the extent you or your Personnel have Moral Rights in materials supplied for or created in connection with the Services, you consent, and must procure their consent, to acts or omissions by us and our licensees that would otherwise infringe those Moral Rights, to the extent permitted by Law.

Reservation of rights

All rights not expressly granted under this Agreement are reserved by the relevant owner.

Relationship of the Parties

Independent contractors

The parties are independent contractors. Nothing in this Agreement creates an employment relationship.

No partnership or joint venture

Nothing in this Agreement creates a partnership or joint venture. Neither party may represent that it is a partner or joint venturer of the other.

No general agency

Except as expressly provided in Schedule 1, neither party may bind the other, incur obligations on behalf of the other or act as agent for the other.

Limited agency under Schedule 1

Where Schedule 1 applies, you appoint us as your limited agent only for the purposes expressly described in that Schedule. The appointment does not create a general agency and ends automatically when the applicable Payment Workflow Services terminate.

General

Notices

A notice under this Agreement must be in writing and sent to the email address or other contact channel most recently notified by the recipient for contractual notices. A notice sent by email is received when it enters the recipient’s email system unless the sender receives an automated failure notice. A notice displayed through the Platform is received when it becomes available to the intended recipient.

Electronic communications and counterparts

You consent to receiving notices, disclosures, invoices and other communications electronically. Electronic acceptance and electronic signatures satisfy any requirement for writing or signature to the extent permitted by Law. This Agreement may be accepted or executed in counterparts.

Assignment

You may not assign, transfer or novate this Agreement without our prior written consent, which must not be unreasonably withheld where the proposed assignee has the capacity to perform your obligations.

We may assign, transfer or novate this Agreement to a related body corporate, as part of a corporate restructure, merger, acquisition or sale of all or substantially all of our business or assets, or with your consent. We may assign or transfer a debt owed to us to a collection agency or other third party.

Subcontracting

We may use subcontractors and service providers to perform the Services. We remain responsible for performing our obligations under this Agreement, subject to the exclusions and limitations that apply to Third Party Services.

Force Majeure

Neither party is liable for delay or failure to perform to the extent caused by an event beyond its reasonable control, including natural disaster, pandemic, war, terrorism, civil unrest, government action, industrial dispute, telecommunications or internet failure, cloud infrastructure failure, or failure of a Government System, financial network or essential supplier.

The affected party must promptly notify the other and use reasonable efforts to mitigate the effects. If the event prevents performance of a material obligation for more than 60 consecutive days, the unaffected party may terminate the affected Service by written notice. This clause does not excuse payment of amounts already due.

Waiver

A waiver is effective only if in writing and only to the extent stated. A failure or delay in exercising a right does not waive that right or another right.

Severability

If a provision is invalid, illegal or unenforceable, it must be read down to the minimum extent necessary to make it valid. If it cannot be read down, it is severed and the remainder continues in effect.

Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior discussions, proposals, representations and understandings, except for fraud. Each party acknowledges that it has not relied on a representation not expressly included in this Agreement.

Dispute resolution

Before commencing court proceedings, a party must give written notice describing the dispute. Authorised representatives must meet or confer within 10 Business Days and attempt in good faith to resolve it.

If the dispute is not resolved within 20 Business Days after the notice, either party may refer it to mediation administered by the Australian Disputes Centre under its then-current commercial mediation guidelines. This clause does not prevent urgent injunctive or equitable relief, debt recovery for an undisputed amount, or a proceeding required to preserve a limitation period.

Further assurances

Each party must do all things and sign all documents reasonably necessary to give effect to this Agreement.

Governing Law

This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia as applicable.

Jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts competent to hear appeals from them.

Definitions and Interpretation

Definitions

Defined term	Meaning
Agreement	means the documents listed in clause 1.2, as amended in accordance with this Agreement.
AML/CTF Laws	means all applicable anti-money laundering, counter-terrorism financing, proliferation-financing and related laws, regulations, rules and binding regulatory requirements, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and instruments made under it.
Analytics	means statistical, performance, operational and usage information derived from the Services in aggregated, anonymised or de-identified form.
Authorised Payment Instruction	means a Payment Instruction submitted through the Platform by an Authorised User.
Authorised User	means a person authorised by you to access or use the Services.
Beneficiary	means a person or entity nominated by you to receive a payment in connection with the Payment Workflow Services.
Business Day	means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.
Commencement Date	means the date this Agreement commences under clause 3.1.
Confidential Information	means non-public information disclosed by or on behalf of a party that is confidential by nature or circumstances, including information relating to its business, systems, customers, finances, security, operations and the terms of this Agreement.
Consequential Loss	means indirect, consequential, incidental, special, exemplary or punitive loss, and includes loss of profit, revenue, business, contract, opportunity, anticipated savings, goodwill, reputation or use, business interruption and loss or corruption of data, whether actual or anticipated.
Customer Data	means information, data, documents, records, content and materials supplied by you or on your behalf, or generated through your use of the Services, including Personal Information, but excluding Analytics, the Platform and our internal technical or operational data.
Fees	means the fees and charges stated in the Proposal or otherwise payable under this Agreement.
Government Agency	means a government, regulator, department, statutory authority or other public body with jurisdiction over a party, the Services or a relevant industry.
Government System	means an API, portal, network, web service, platform or other system operated or controlled by a Government Agency, including NDIS APIs and Aged Care Web Services.
Government Terms	means the NDIA API Terms and Conditions in Appendix A and the Services Australia Aged Care Web Services Terms and Conditions in Appendix B, together with any official replacement or amendment.
Intellectual Property Rights	means all present and future intellectual property and analogous rights, including copyright, trade marks, designs, patents, domain names, trade secrets, confidential know-how, Moral Rights, database rights and rights to apply for registration.
Laws	means all applicable legislation, regulations, legally binding rules, codes, orders, directions, licences, approvals and requirements of a Government Agency.
Liability	means any liability, loss, damage, cost, expense, claim, demand, investigation, proceeding, penalty or judgment, whether actual, contingent, direct or indirect and under contract, tort, statute, equity, indemnity or otherwise.
Moral Rights	has the meaning given in the Copyright Act 1968 (Cth) and includes analogous rights in other jurisdictions.
Payment Instruction	means an instruction, request, authorisation, approval or direction submitted through the Platform relating to a payment or proposed payment.
Payment Provider	means a financial institution, payment processor, payment facilitator, banking partner or other third-party provider engaged in connection with the Payment Workflow Services.
Payment Terms	means the payment period and method specified in the Proposal, or if none is specified, the period in clause 5.3.
Payment Workflow Services	means the software-enabled workflow administration, instruction transmission, reconciliation, monitoring and related services described in Schedule 1 and included in a Proposal.
Personal Information	has the meaning given in the Privacy Act 1988 (Cth).
Personnel	means, in relation to a party, its officers, employees, contractors, consultants, suppliers, subcontractors and agents.
Platform	means the quickclaim software platform, APIs, applications, interfaces and associated systems through which the Services are provided.
Privacy Laws	means the Privacy Act 1988 (Cth), the Australian Privacy Principles and other applicable privacy, data-protection and surveillance laws.
Product Schedule	means a schedule or document identified in a Proposal that contains product-specific terms or service descriptions.
Proposal	means any proposal, quote, order form, statement of work, renewal document, commercial schedule, pricing schedule, onboarding document or other written document issued or approved by us and accepted by you, whether electronically or otherwise, which describes the Services, Subscription Term, Fees, products, modules or other commercial arrangements applicable to your subscription.
Sanctions Laws	means applicable economic or trade sanctions, asset-freezing, export-control, restricted-party and similar laws or measures administered by Australia, the United Nations or another jurisdiction relevant to a transaction.
Security Incident	means unauthorised access to, acquisition, disclosure, loss, alteration or destruction of Customer Data, or a material compromise of systems used to provide the Services.
Services	means the software, Platform, modules, APIs, integrations, Payment Workflow Services, support, implementation, professional services, onboarding and other products or services supplied by us and described in a Proposal, Product Schedule or Schedule to these Terms.
Subscription Term	means the initial subscription period determined under clause 3.2 and each renewal period under clause 3.3.
Third Party Services	means any service, software, infrastructure, system, network or provider not owned or controlled by us, including Government Systems and Payment Providers.
Verification Information	means information, documents and records requested for customer identification, beneficial-ownership verification, sanctions screening, fraud prevention, risk management or compliance.

Interpretation

In this Agreement, unless the context requires otherwise:

• headings are for convenience and do not affect interpretation;
• the singular includes the plural and vice versa;
• a reference to a person includes an individual, company, trust, partnership, association, government or other entity;
• a reference to legislation includes amendments, replacements and subordinate instruments;
• a reference to a party includes its successors and permitted assigns;
• including, includes and similar expressions are not words of limitation;
• a reference to writing includes email and other electronic communication;
• a reference to a clause, Schedule or Appendix is a reference to this Agreement;
• time is local time in New South Wales; and
• $ and dollars mean Australian dollars.

Payment Workflow Services

This Schedule applies only where the Proposal expressly includes Payment Workflow Services. Capitalised terms have the meanings given in clause 17.1 and, where relevant, this Schedule.

Application

Application of this Schedule

This Schedule applies only to customers who subscribe to Payment Workflow Services. Customers who do not subscribe to Payment Workflow Services are not subject to this Schedule.

Relationship with the Terms

This Schedule forms part of the Agreement. If there is an inconsistency between this Schedule and the Terms, this Schedule prevails to the extent of the inconsistency in relation to Payment Workflow Services.

Nature of the Payment Workflow Services

Software and workflow services

The Payment Workflow Services are software-enabled workflow administration services that assist you to prepare, review, approve, manage, transmit, reconcile and monitor payment-related instructions and activities.

Customer-controlled transactions

You are solely responsible for deciding who is paid, the amount, timing, purpose and whether a payment should be approved and submitted.

No independent payment decisions

We do not independently originate, approve, determine or authorise payment transactions. We provide software, instruction-transmission and workflow administration services.

No custody of funds

We do not receive, hold, control, own, possess or beneficially enjoy your funds. Funds are held, transferred and settled by financial institutions, Payment Providers and other third parties. Nothing in this Schedule authorises us to use your funds for our own purposes.

You remain the payer

You remain the payer and principal in relation to all transactions initiated through the Payment Workflow Services. Nothing transfers responsibility for your payment obligations to us.

Payment Providers

Use of Payment Providers

Payment processing, account, clearing, settlement and related regulated functions are performed by one or more Payment Providers. We may appoint, replace or use additional Payment Providers from time to time.

Separate provider terms

You may be required to enter into a separate agreement with a Payment Provider and comply with its terms, onboarding requirements, operating procedures, transaction limits and Fees. The Payment Provider is responsible for the services it provides under that agreement.

Provider changes

Where practicable, we will give prior notice of a material provider change that affects your workflow. We may modify or suspend the Payment Workflow Services where required to implement a provider change or comply with provider requirements.

Limited Appointment and Authority

Appointment

You appoint us as your limited agent solely to:

• transmit Payment Instructions that originate from you;
• communicate with Payment Providers about your onboarding, account and transactions;
• facilitate onboarding, verification and compliance activities;
• administer payment-related workflows through the Platform; and
• perform other administrative activities expressly authorised by you under this Schedule.

No general authority

The appointment is limited to the activities above, does not create a general agency, does not authorise us to exercise discretion about payment decisions or bind you to unrelated obligations, and terminates automatically when the Payment Workflow Services terminate.

Payment Instructions

Origin of instructions

All Payment Instructions submitted through the Platform originate from you and not from us.

Internal approvals

You are responsible for establishing and maintaining approval workflows, delegations, segregation of duties and internal controls. We do not verify whether an instruction complies with your internal policies or delegations.

Reliance on instructions

We and a Payment Provider may rely on an Authorised Payment Instruction without independently verifying internal approvals, board approvals, financial delegations or authority arrangements.

Deemed authorisation

Each Authorised Payment Instruction is deemed to originate from you, be authorised by you, include all required approvals and accurately reflect your intention at the time it is submitted.

Irrevocability and changes

A Payment Instruction may become irrevocable once transmitted to a Payment Provider or financial institution. We do not guarantee that a cancellation, recall or amendment request can be implemented.

Your Warranties and Responsibilities

You warrant and must ensure that:

• each Payment Instruction is accurate, complete, lawful and properly authorised;
• each Beneficiary is a legitimate intended recipient and is eligible to receive the payment;
• beneficiary identity, account details, payment amount, purpose and supporting information are accurate;
• you have verified all information using controls appropriate to the fraud and payment risk;
• you have sufficient funds and authority to meet the payment obligation;
• the payment does not breach Laws, Government Terms, Sanctions Laws or a contractual obligation; and
• you maintain records of approvals, verification and supporting information.

AML/CTF, Sanctions and Customer Status

Compliance obligations

You must comply with AML/CTF Laws, Sanctions Laws, anti-bribery and anti-fraud Laws that apply to you or a transaction.

Customer status

You warrant that you hold a valid Australian Business Number, carry on business in Australia, and maintain all registrations, licences, approvals and authorisations required for your activities, including any applicable NDIS or aged care registration or approval.

Changes to status

You must notify us promptly, and in any event within 30 days, of a material change to ownership, beneficial ownership, control, directors, authorised representatives, regulatory status, registration status or information previously supplied for verification.

Sanctions

You warrant that neither you nor, to your knowledge after appropriate enquiries, a beneficial owner or controlling person is subject to sanctions, and that you will not use the Payment Workflow Services in connection with a sanctioned person, entity, jurisdiction, asset or activity.

Customer Identification and Verification

Verification Information

You must provide Verification Information requested by us or a Payment Provider, including information about legal identity, ABN or ACN, business activities, beneficial ownership, controllers, directors, authorised representatives, expected transaction activity, source of funds and regulatory registrations.

Ongoing verification

We or a Payment Provider may conduct periodic or event-driven reviews, screening and verification and may request updated or additional information at any time.

Failure to provide information

We may delay, restrict, refuse, suspend or terminate Payment Workflow Services if Verification Information is not provided, cannot be verified or gives rise to an unacceptable legal, fraud, sanctions, financial-crime or operational risk.

Beneficiary Verification

Your responsibility

You are solely responsible for verifying the identity, authority, eligibility and bank-account details of each Beneficiary and for confirming that the Beneficiary and account are appropriate for the payment.

Our reliance

We are entitled to rely on Beneficiary information supplied by you and are not required to independently verify it, except to the extent required by Law or expressly agreed in writing.

Changes to beneficiary details

You must apply enhanced verification to new or changed bank-account details and must not submit a Payment Instruction where a change is suspicious, unverified or inconsistent with the expected relationship.

Transaction Monitoring and Controls

Monitoring

We and Payment Providers may monitor Payment Instructions and related activity for fraud prevention, financial-crime compliance, sanctions, operational risk, security and service integrity.

Information requests

We may request information or evidence about a transaction, Beneficiary, purpose, source of funds, approvals or supporting invoice. You must respond promptly and accurately.

Limits and controls

We or a Payment Provider may establish or change transaction limits, velocity controls, approval requirements, restricted categories, country restrictions, monitoring rules and other risk-management measures.

Suspicious or Prohibited Activity

Investigation and action

If an activity is unusual, suspicious, prohibited or inconsistent with expected activity, we or a Payment Provider may delay, hold, reject, refuse, cancel or suspend an instruction, request information, restrict access or take another action required for legal or risk-management purposes.

Regulatory reporting and disclosure

We may disclose information about you, Authorised Users, Beneficiaries, Payment Instructions and related activity to Payment Providers, financial institutions, regulators, law-enforcement bodies and Government Agencies where necessary to comply with legal, regulatory, contractual or risk-management obligations.

Confidentiality of investigations

We may be prohibited from telling you that a report, investigation, request or disclosure has occurred. We are not required to disclose information where doing so would breach Law, prejudice an investigation or reveal confidential risk controls.

No liability for compliance action

We are not liable for loss arising from an action taken in good faith under this clause or at the direction of a Payment Provider, financial institution, regulator or Government Agency.

Rejected, Returned and Failed Payments

Rejection and return

A Payment Instruction may be rejected, delayed, returned, reversed or fail because of inaccurate information, insufficient funds, account restrictions, fraud controls, sanctions, compliance requirements, network rules, bank decisions or technical issues.

Resolution

We may provide workflow information and reasonable assistance, but the Payment Provider and relevant financial institutions control processing, return, recall and settlement outcomes.

Your responsibility for costs

You are responsible for fees, charges, losses and expenses resulting from incorrect or unauthorised information supplied by you, a failed or returned transaction, insufficient funds, or your breach of this Schedule, except to the extent caused by our breach.

Availability and Provider Changes

External dependencies

The Payment Workflow Services depend on Payment Providers, financial institutions, payment networks, telecommunications, internet connectivity and other Third-Party Services. We do not guarantee uninterrupted availability, processing time or settlement.

Replacement providers

We may replace, add or remove Payment Providers. You must complete any onboarding, verification, migration or acceptance process required for continued use. If you do not accept a replacement provider’s required terms, we may discontinue the affected Payment Workflow Services.

Liability

Application of the Terms

Clause 12 of the Terms applies to this Schedule.

Additional exclusions

Without limiting the Terms, we are not liable for loss arising from a Payment Provider or banking failure, rejected or returned transaction, delay, incorrect or unauthorised information supplied by you, sanctions or financial-crime screening decision, regulatory action, recall failure, or the acts or omissions of a Beneficiary or financial institution, except to the extent directly caused by our breach.

Reliance on your information

We are not liable for loss arising from our reliance on information, instructions, approvals, Verification Information or Beneficiary details supplied by you or an Authorised User.

Indemnity

Your indemnity

You indemnify us against direct Liability arising from or in connection with:

• an inaccurate, incomplete, misleading, fraudulent or unauthorised Payment Instruction;
• incorrect, unverified or unauthorised Beneficiary or bank-account information;
• our or a Payment Provider’s reliance on information or approvals supplied by you;
• your breach of this Schedule, AML/CTF Laws, Sanctions Laws, Government Terms or applicable Law;
• fraud, unlawful conduct or misuse by you, your Personnel or Authorised Users;
• your failure to maintain approvals, controls, registrations, funds or records;
• a third-party claim concerning a payment obligation, invoice, Beneficiary or transaction for which you are responsible; or
• fees, reversals, returns, penalties or charges imposed because of your conduct or information.

The indemnity does not apply to the extent the Liability was caused by our breach, negligence, fraud or wilful misconduct, or by our failure to take reasonable steps to mitigate loss.

Indemnity cap

Subject to clause 15.3, your aggregate liability under clause Schedule 115.1 is limited to the cap in clause 12.4 of the Terms.

Excluded indemnity claims

The cap does not apply to a claim arising from:

• fraud or wilful misconduct;
• a breach of AML/CTF Laws or Sanctions Laws;
• knowingly false or misleading information;
• an unauthorised Payment Instruction submitted through your account by you, your Personnel or an Authorised User;
• unlawful use of the Payment Workflow Services;
• a material breach of Government Terms; or
• a material breach of applicable Law by you.

Suspension, Termination and Records

Immediate suspension

We may immediately suspend or restrict the Payment Workflow Services to address fraud, AML/CTF, proliferation-financing, sanctions, security, operational or legal risk, or to comply with a Payment Provider, financial institution, regulator, Government Agency or Law.

Termination

We may terminate Payment Workflow Services where continued provision exposes us or a Payment Provider to unacceptable legal, regulatory, sanctions, fraud, credit, security or operational risk, or where a Payment Provider ceases to support you or the relevant service.

Suspension by a Payment Provider

We may suspend or restrict Payment Workflow Services where requested or required by a Payment Provider. We will provide notice where lawful and practicable.

Record retention

We may retain records relating to Payment Workflow Services for:

• the minimum period required by applicable Laws;
• the minimum period required by a regulator or Government Agency having jurisdiction over us or you;
• the minimum period required under an agreement with a Payment Provider; and
• any additional period necessary to prevent or investigate fraud, investigate or resolve disputes, satisfy audit requirements, respond to legal proceedings, enforce our rights, or comply with legal, regulatory or contractual obligations.

Survival

Provisions concerning payment obligations, records, confidentiality, AML/CTF, sanctions, liability, indemnities, investigations and regulatory disclosures survive expiry or termination of Payment Workflow Services.

NDIA API Terms and Conditions

Reproduced from the NDIA API Terms and Conditions document supplied for this Agreement. They are included without substantive modification. The official terms issued by the NDIA prevail if they differ from this reproduction.

About these Terms

In these Terms, a reference to:

• is a reference to the National Disability Insurance Agency’s application programming interface.
• End User means a user of any product developed, marketed or promoted by You which uses the API.
• NDIA is a reference to the National Disability Insurance Scheme Launch Transition Agency being a body corporate established under section 117 of the National Disability Insurance Scheme Act 2013 (Cth) and who delivers the National Disability Insurance Scheme.
• NDIA Provider includes both a “registered NDIS provider” and a “registered provider of supports” as those terms are defined by section 9 of the National Disability Insurance Scheme Act 2013.
• NDIS Act is a reference to the National Disability Insurance Scheme Act 2013 (Cth).
• Personal Information has the same meaning as in the Privacy Act 1988 (Cth).
• Privacy Act is a reference to the Privacy Act 1988 (Cth).
• Protected Agency Information has the same meaning as in the National Disability Insurance Scheme Act 2013 (Cth).
• You or Your or I is a reference to the NDIA Provider agreeing to these Terms.
• Your Personnel is a reference to Your officers, employees, contractors, agents and any other person over whom You exercise control or direction.

These Terms set out the basis on which You undertake to access the API.

The NDIA may amend these Terms with 3 days’ notice to You. If You access or use the API after this time, You will be taken to agree to the amended Terms.

Grant of Access

To access the API, You must provide any information requested by the NDIA to assess Your suitability to be granted access to the API. The information requested may include (but is not limited to) information regarding Your identity and Your contact details and information about Your ICT systems. By accessing the API, You represent and warrant to the NDIA that any information You have provided was and remains accurate.

By accessing the API, You represent and warrant to the NDIA that You will comply with all relevant Terms, including the authorised use provisions of this agreement.

Upon receiving and reviewing Your application, the NDIA will determine (at its sole discretion) whether to grant or refuse You access to the API. The NDIA will notify You of the outcome of Your application but is not required to provide reasons for its decision.

If granted access to the API, You will ensure that the information You have provided to the NDIA remains accurate and advise if, due to a change in Your operation or the services You provide, or any other reason, Your access should be revoked.

Your right to access to the API is a non-transferable, non-exclusive right granted solely for use consistent with these Terms.

You must take reasonable steps to ensure that no person other than You and Your Personnel accesses the API with Your credentials and that You do not use the API for any purpose contrary to these Terms.

The NDIA may monitor all actual or attempted access to, and activity within, the API.

The NDIA may revoke Your access to the API at any time at its sole discretion. It is not required to provide reasons for a decision to revoke Your access. The NDIA is not responsible for any loss caused by its revocation of Your access to the NDIA.

Use of the API

You must not, and You must ensure that Your Personnel and End Users do not, use the API for any activity which:

• constitutes a breach of any law;
• is likely to cause loss or damage to any person; or
• results in the transmission of false, misleading, defamatory or otherwise objectionable material.

The NDIA may provide resources for developers on its website in relation to the API. You acknowledge that:

• the NDIA is not responsible for any loss or damage caused by reliance on or use of those resources; and
• the NDIA does not provide any other technical assistance for use of the API.

Privacy and Protected Agency Information

The API allows access to information that is Personal Information within the meaning of the Privacy Act and Protected Agency Information.

You must ensure that End Users must acknowledge that the unauthorised collection, use or disclosure of information within the API is a criminal offence prior to accessing information from the NDIA via the API.

You will immediately notify, and comply with any reasonable direction from, the NDIA, in connection with the use of the API if You become aware of a breach or possible breach of Your obligations under the Privacy Act or NDIS Act by You, Your Personnel, Your End Users or any other person.

Continuity of Access

The NDIA does not warrant that Your access to the API will be continuous or fault free. However, the NDIA will use reasonable endeavours to provide a consistent level of service.

The NDIA expects that You will promptly report any loss of, or fault in, Your access to the API to the NDIA.

The NDIA may immediately suspend Your access to the API if the NDIA believes that suspension is necessary to prevent or lessen a risk to the security or integrity of any of the NDIA’s systems.

The NDIA may modify or alter the API at any time without notice. The NDIA does not guarantee that new versions of the API will be backwards compatible.

Intellectual Property

The NDIA grants You a revocable, non-exclusive licence to use the API for the duration of this Agreement. You do not acquire ownership of any rights in the API or any of the data accessed by using the API.

By accessing the API, You grant the NDIA a revocable, non-exclusive licence to collect, use and disclose the information You provide through the API for:

• the purposes of facilitating access to the API; and
• any other use which is permitted by law.

If You revoke the licence referred to in clause 6.2, this Agreement will, by mutual agreement, be immediately terminated.

Liability and Indemnity

You acknowledge that, to the extent permitted by law, the NDIA is not liable to You, Your Personnel and End Users for any loss or damage (however described) that is directly or indirectly related to:

• accessing or using the API; or
• the unavailability of the API.

You agree to indemnify the NDIA for any loss or damage (however described) suffered by a third person arising from or related to:

• any flaw or defect (whether caused by negligence or not) in software developed by You which uses or accesses the API;
• any breach of intellectual property rights;
• any breach by You of the Terms; or
• any act of an End User which constitutes a breach of privacy or Protected Agency Information.

8. Governing Law

These Terms are governed by the law in force in the Australian Capital Territory, Australia.

You agree to submit to the non-exclusive jurisdiction of the courts of the Australian Capital Territory, Australia in respect of any dispute under these Terms.

Execution

By signing, You agree to be bound by these Terms.

Aged Care Web Services Terms and Conditions

External terms reproduced from section 6 of Services Australia form AC027.2511 (Register or update for aged care web services). They are included without substantive modification. The official form and terms issued by Services Australia prevail if they differ from this reproduction.

In these terms and conditions, a reference to “I”, “me” or “my” is a reference to the applicant(s) agreeing to these terms and conditions on behalf of their organisation and all of its personnel and agents.

I agree to:

comply with these terms and conditions, as amended from time to time, for aged care web services;

ensure that all information I provide, and representations I make, to Services Australia, are complete and accurate;

promptly notify Services Australia in the event that I consider any information provided, or representations made, by me is or may be incorrect or misleading (giving false or misleading information is a serious offence under the Criminal Code Act 1995 (Cth));

use a version of a software product approved by Services Australia when conducting a transaction with Services Australia aged care web services. I understand that Services Australia may revoke its approval of a version of a software product at any time;

not send any personal information (as defined in the Privacy Act 1988) to Services Australia using aged care web services;

comply with the Privacy Act 1988 (Cth) in relation to any personal information which I collect, use, disclose or handle in the course of my use of aged care web services;

if Services Australia has provided me with access to aged care web services, keep any security details related to my access confidential and secure;

immediately notify Services Australia in writing if my aged care web services or PRODA individual or organisation user identification, or any associated passwords or identification issued by Services Australia in relation to my access to aged care web services, is compromised in any way.

I agree that:

by approving a particular version of a software product, Services Australia is not representing that the product is suitable for any purpose or that the product meets any quality standards;

Services Australia may from time to time change its technical requirements in relation to the use of aged care web services, which may require me to upgrade my software;

Services Australia is not responsible for any costs, losses or damage I incur in connection with aged care web services (including, without limitation, communication costs, support costs, software acquisition or losses associated with aged care web services being from time to time inoperative or inaccessible);

Services Australia may change or add to these terms and conditions at any time, by giving me notice by mail, by fax or electronically. A message sent to my business email address (as held in Services Australia’s records) or by notice published on Services Australia’s website is one way of giving me notice electronically;

if I use aged care web services after I have been notified of a change or addition to these terms and conditions, I will be taken to have agreed to that change or addition in respect of all uses of aged care web services after that date. These terms and conditions may not be otherwise changed orally or by conduct by me;

I must ensure that my agents do not do anything that these terms and conditions prevent me from complying with these terms and conditions;

Services Australia may at any time, at its absolute discretion, restrict, suspend or terminate my access to aged care web services with Services Australia, whether because of a breach of these terms and conditions or for any other reason;

I may terminate this agreement with Services Australia by giving written notice to Services Australia. I understand that I will not be able to conduct transactions with Services Australia using aged care web services after I give such notice;

if this agreement is terminated, my obligations under these terms and conditions will continue in respect of any claims I made using aged care web services before the date of termination;

I must maintain an electronic record (in a retrievable and readable form) of all aged care web services transactions as required by the Aged Care Act 2024 (Cth);

I must promptly notify Services Australia of all changes to authorised persons, including the removal of a previously authorised person or the addition of a new person;

I must ensure I have appropriate business and security controls in place to ensure all claims, forms and other documentation submitted to Services Australia, whether using aged care web services or otherwise, are appropriately authorised;

any use of aged care web services in respect of an Aged Care Service (that is the subject of this application and terms and conditions) is taken to be a use of aged care web services by me;

I must notify Services Australia in writing as soon as I become aware that an unauthorised person has submitted claims, forms or other documentation to Services Australia, whether using aged care web services or otherwise;

where, as a result of claims or forms submitted by me using aged care web services or otherwise, an amount is paid to me that represents an overpayment under the Aged Care Act 2024 (Cth), Services Australia may, at its discretion, deduct an amount equal to the overpayment from subsequent amounts which may be payable to me;

I will be accessing Data Items that include protected information (as defined under the Aged Care Act 2024 (Cth)) and personal information (as defined under subsection 6(1) of the Privacy Act 1988 (Cth)) in the course of my aged care work;

I will not make a record of, disclose or otherwise use the Data Items and protected information other than in the course of my aged care work;

I understand that failure to do so may be an offence under the Aged Care Act 2024 (Cth), conviction for which is punishable by a term of imprisonment.

These terms and conditions are issued under and are to be construed in accordance with the laws in force from time to time in the Australian Capital Territory. All parties submit to the exclusive jurisdiction of the courts of the Australian Capital Territory and courts of appeal from them. Neither party will object to the exercise of jurisdiction by those courts on any basis.

Note: registration for Aged Care Web Services requires completion and submission of the Services Australia form AC027 and any required PRODA and B2G device arrangements. This Appendix does not replace that process.