RECITALS
- The Licensor has the right to license the Platform and the Materials.
- The Licensee wishes to use the Platform and the Materials.
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The Licensor has agreed to license the Platform and the Materials to the Licensee,
and the Licensee accepts the licence on the following terms and conditions.
1. LICENCE
The Licensor grants a non-exclusive, non-transferable, revocable licence to the
Licensee to Use the Platform and Materials from the date of this Agreement for the
Permitted Purpose.
The Licensee may not assign or sublicense the Licence, adapt or modify the code, or
reverse engineer, decompile or otherwise attempt to derive the source code.
The Licensee is limited to Use the Platform for the accepted quoted number of unique
users (minimum contracted users). The Licensee agrees not to permit shared users and
to create unique users in the Platform to ensure privacy compliance. If the Licensee
wishes to use the Platform beyond this limit, the Licensee must obtain the Licensor’s
written permission and the Licensor may charge an additional licence fee.
2. TERM OF LICENCE
Platform licences are a minimum 12-month licence from the date of a signed agreement.
After the initial 12 months, the agreement will become a perpetual monthly agreement
unless terminated as set out in this Agreement, or renewed.
If a longer minimum term has been expressly negotiated and documented in the Product
& Services Schedule or contract, that longer term and any applicable termination
period applies.
3. LICENCE AND OTHER FEES
The Licensee will pay the Licensor the fees set out in the Software Licence Agreement.
All subscription fees, whether billed monthly or annually, are invoiced in advance.
User or resource increases added to the platform, including, but not limited to, users
or vehicles, will be automatically invoiced based on listed and active platform users
and the previous month’s usage, or as otherwise detailed in the Product & Services Schedule.
Billing cycles will be confirmed as per the Licensee’s signed contract. Some solutions
may include multi-year minimum terms or special billing arrangements as documented in
the Product & Services Schedule.
The Licensor reserves the right to review and adjust pricing annually with 30 days’
notice following the initial 12-month term, or with 90 days’ notice for longer terms.
Downgrading subscription plans during the term is not permitted.
Accepted pricing is set out in the quote provided and accepted at the commencement of
the term, confirming acceptance of these terms in full.
The Licensor may conduct business credit checks when onboarding or renewing an account.
Where invoices remain unpaid after reasonable attempts to resolve the debt, the Licensor
may refer the matter to external collections and may list the outstanding debt on the
Licensee’s commercial credit file in accordance with the Privacy Act 1988 (Cth) and the
Credit Reporting Code.
The Licensor may charge a $50 late payment fee for invoices not paid on time. Failure to
pay any invoice by its due date may result in suspension of access to the Platform until
all outstanding amounts have been paid.
4. SUPPORT
The Licensor will provide self-help online support for all users 24/7 and web-based
support for coordinators and administrators during business hours (9am–5pm AEST) weekdays.
Support levels, response times and delivery methods are consistent across all CareMaster
Global platforms. Platform-specific or contract-specific support entitlements, if any,
will be documented in the Product & Services Schedule.
Worker users may report technical issues but must contact their organisation’s
administrators for training or functionality support needs.
5. INTELLECTUAL PROPERTY, PRIVACY AND CONFIDENTIAL INFORMATION
The Licensee must not alter, remove or obscure any trademark, copyright symbol or
proprietary mark on the Platform or Materials.
Both parties agree to comply with the Privacy Act 1988 (Cth), including applicable
amendments. The Licensee must ensure personal information is collected and handled with
informed, specific and unambiguous consent, and retain records of such consent. Users
may request deletion of their personal data.
If a Data Incident occurs, the Licensor will notify the Licensee immediately and provide
all information necessary for the Licensee to meet OAIC reporting requirements.
The Licensor confirms that policies and training related to privacy, security and data
handling are in place.
The Licensor and Licensee grant each other a royalty-free, non-exclusive right to use
their company name and logo for the purposes of collaboration or acknowledging the
commercial relationship, unless otherwise withdrawn in writing.
Marketing Communications: The Licensor may send system announcements,
product updates and promotional materials. Users may opt out of non-essential marketing
communications.
6. USER ACCOUNTS
Users may create a User Account to access features of the Platform. When a User Account
is connected to an Organisation’s account, the User becomes an Organisation User and
additional terms or feature variations may apply. If an Organisation User is removed from
an Organisation, the User Account remains active in the platform. Organisations agree
that the Licensor may contact Users and offer additional features or services.
7. CHANGES TO THE PLATFORM AND PLATFORM TERMS
The Licensor may make changes to the Platform, including updates, new versions or complete
rebuilds. In some cases, a migration to a new version may be required.
The Licensor may change or replace any part of the Platform Terms by posting updated terms
on its website.
If features or services are removed, the Licensor may end access to them with written notice
and provide a pro-rata refund for prepaid amounts relating to those removed features.
The Platform may use AI, machine learning or automated systems. Outputs are not guaranteed
to be error-free and should not replace professional judgment.
8. GUIDED ONBOARDING AND PLATFORM CONFIGURATION
CareMaster digital or guided onboarding programs apply only to CareMaster platform licences.
Any implementation, onboarding or inclusions related to other platforms, including Trips
Community Transport, will be covered in the Licensee’s specific agreement or Product &
Services Schedule.
9. CONFIDENTIAL INFORMATION
Both parties agree to comply with their obligations under the Privacy Act 1988 (Cth). The
Licensor will only access personal information on a need-to-know basis and will ensure its
personnel are appropriately trained.
In the event of a Data Incident, the Licensor will notify the Licensee immediately and disclose
all relevant information required for compliance.
10. LICENSOR REPRESENTATIONS & WARRANTIES
The Licensor represents and warrants that it has the right to license the Platform and Materials,
and that the Licensee’s use does not infringe third-party Intellectual Property Rights.
11. LICENSEE WARRANTIES, OBLIGATIONS & ACKNOWLEDGEMENTS
The Licensee is solely responsible for the supervision and management of its personnel’s use
of the Platform.
The Licensee warrants that it has undertaken reasonable due diligence when selecting and
implementing the Platform and acknowledges that different platforms, architectures or workflows
may require configuration, change management, process adjustments and internal investment to
implement successfully.
If the Licensee requires functionality outside standard platform capability, the Licensee must
provide written technical specifications for assessment.
The Licensee agrees to use the Platform in a manner consistent with intended use. Excessive,
abnormal or unintended usage that impacts performance may result in restrictions, suspension
or termination.
12. LIMITATION OF LIABILITY
To the fullest extent permitted by law, the Licensor expressly disclaims all implied warranties
and conditions, including without limitation implied warranties as to merchantability, fitness
for purpose of the Platform and Materials.
To the extent that any liability of the Licensor under Competition and Consumer Act 2010 (Cth)
cannot be excluded, the Licensor’s liability is limited to replacing the Platform and/or Materials.
Where the Licensor has agreed to install or install and acceptance test the Platform, to the
fullest extent permitted by law, the Licensor makes no representation or gives any warranty in
respect of the provision of the services except that it will carry out the service competently,
professionally and to the best of its ability having regard to the terms of this Agreement.
To the extent that any liability of the Licensor under the Competition and Consumer Act 2010 (Cth)
cannot be excluded, the Licensor’s liability is limited to either the supply of the services by
the Licensor under these terms and conditions again or the payment of the cost of having another
person provide again to the Licensee similar services as the services supplied by the Licensor under
these terms and conditions.
To the fullest extent permitted by law, the Licensor excludes all liability for indirect and
consequential loss including without limitation the loss or corruption of the Platform, loss of
revenue, loss of profits, failure to realize expected profits or savings and any other commercial
or economic loss of any kind arising from this Agreement or the provision of any services by the Licensor.
13. INDEMNITY
The Licensee indemnifies and holds harmless the Licensor and promises to keep the Licensor
indemnified against any loss, claim, action, settlement, award, judgment, expense or damage
of whatsoever kind or nature and howsoever arising that the Licensee might suffer as a result
of any inaccuracy of the Platform and/or the Materials including any unauthorized use of the
Platform and/or Materials by the Licensee.
14. TERMINATION
Either party may terminate the Agreement immediately by notice if the other party breaches the
Agreement and fails to remedy within 30 days, becomes insolvent or ceases business.
The Licensee may cancel after the 12-month term with 30 days’ notice, after any term exceeding
12 months with 90 days' notice, or within the initial term by paying the minimum contract value.
On termination, all rights cease and the Licensee must return or destroy Materials.
15. NOTICES
Notices must be in writing and delivered to the address or email set out in the Software Licence
Agreement or updated in writing.
16. DISPUTE RESOLUTION
Parties must attempt to resolve disputes in good faith. If unresolved, either party may refer the
matter to a State or Territory Alternative Dispute Resolution centre under the ADRoIT principles.
17. GENERAL PROVISIONS
Law and Jurisdiction: This Agreement shall be governed by and construed in accordance
with the laws of New South Wales and any claim made by one party against the other in any way arising
out of this Agreement will be heard in New South Wales, and the parties submit to the jurisdiction of
those Courts.
Relationship: Nothing in this Agreement will constitute or be deemed to constitute a
partnership, joint venture, or agency between the parties.
Entire Agreement: The terms of this Agreement constitute the entire terms of this
Agreement and all understandings, prior representations, arrangements, or commitments that are not
contained in this Agreement have no effect whatsoever and do not bind the parties.
Waiver: No waiver of any right or remedy will be effective unless in writing and shall
not operate as a waiver of that right or remedy or any other right or remedy on a future occasion.
Implied Terms: Any implied term under law that can be excluded is hereby expressly
excluded, and no term is to be implied as being a term of this Agreement unless by law it cannot be excluded.
18. INTERPRETATION
Definitions:
- Agreement means this license agreement including the Schedules and any amendments in writing.
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Confidential Information means all information in whatsoever form that is:
(a) marked or identified as “Confidential”, “Secret”, “Not to be Disclosed” or “Private”;
(b) designated, described or referred to by the discloser in any document or correspondence as
confidential, secret or private or not to be disclosed;
(c) the receiving party knows or ought to know is confidential;
but does not include any information which prior to the date of this Agreement was lawfully in
the public domain or which the discloser has published, circulated or announced publicly or was
developed by the receiving party independently of the disclosing party.
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Intellectual Property Rights means all rights in copyright, circuit layout, designs,
trademarks, patents and all other rights in intellectual property as defined in Article 2 of the World
Intellectual Property Organisation (WIPO) Convention whether registrable, registered, patentable or not.
- License means the Platform licence granted by the Licensor to the Licensee in Clause 1.
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Materials means the documentation provided by the Licensor to the Licensee and including
the help guides and other material relating to the Platform and includes updates to those materials.
- Permitted Purpose means the purpose set out in Part 1.
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Platform means the software provided (CareMaster Software, Trips Software, CareMaster Global
Marketplaces; desktop applications, web applications, mobile applications) by the Licensor and includes any
updates provided by the Licensor during the term of this Agreement.
- Organisation means a business that uses or accesses the Platform.
- User means any person that uses or accesses the Platform.
- Tax Invoice means an invoice that is GST compliant.
- Use means use/load, run, and store.
This agreement constitutes the entire understanding between the parties and supersedes all prior agreements
and understandings, written or oral, relating to the subject matter hereof.
19. ANALYTICS AND DATA COLLECTIONS
As part of our ongoing efforts to improve and optimize the user experience, we may use third-party services
such as Google Analytics and Amplitude Analytics to collect and analyze data about your usage of the Services.
These services provide us with insights into how our users interact with our platform, enabling us to make
data-driven decisions to enhance our product offerings.
19.1 Google Analytics
CareMaster and Trips Software may use Google Analytics, a web analytics service provided by Google, Inc.
(“Google”). Google Analytics collects data about the interactions you have with our Services, such as the
pages you visit, the time you spend on each page, and the links you click. Google Analytics collects information
in an anonymous form, and does not associate this information with any personally identifiable information.
Google’s privacy policy can be found here: Google Privacy & Terms. You can opt out of Google Analytics by
installing the Google Analytics Opt-out Browser Add-on.
19.2 Amplitude Analytics
We may also use Amplitude Analytics, a product analytics platform provided by Amplitude, Inc. (“Amplitude”).
Amplitude helps us track how you use our Services and how you interact with features, content, and other aspects
of our platform. This data helps us analyze usage patterns, improve functionality, and develop new features based
on user behavior.
Amplitude may collect information about your device and interactions with the Services, such as your IP address,
browser type, device information, and activity on the platform. For more information on Amplitude’s privacy
practices, please refer to their privacy policy: Amplitude Privacy Policy.
19.3 Data Collected
The data collected by Google Analytics and Amplitude may include, but is not limited to:
- Information about your browser, device, and operating system
- Pages visited, time spent on pages, and user interactions
- Geolocation data, including IP address (anonymised)
- Features and content that you engage with
19.4 Use of Collected Data
The data we collect via Google Analytics and Amplitude is used for the following purposes:
- To analyze trends and usage patterns
- To improve the performance, design, and content of the Services
- To track and measure the effectiveness of marketing and promotional campaigns
- To provide personalized features and services based on usage behavior
We do not share any personally identifiable information (PII) with these analytics providers.
19.5 Cookies and Tracking Technologies
Our Services may use cookies and other tracking technologies (such as web beacons, pixels, etc.) to collect
data for the purposes described above. Cookies are small text files stored on your device that help us enhance
your user experience. By using the Services, you consent to the use of cookies in accordance with our Cookie Policy.
You may choose to disable cookies through your browser settings, but doing so may impact your ability to use certain
features of the Services. For more information about our use of cookies and tracking technologies, please review our
Cookie Policy.
19.6 Third-Party Links and Services
Our Services may contain links to third-party websites, products, or services, including Google Analytics and
Amplitude. We do not control and are not responsible for the privacy practices, content, or security of these
third-party services. We encourage you to review the privacy policies and terms of use of these third parties
before providing any personal information.
