RECITALS
- The Licensor has the right to license the Platform and the Materials.
- The Licensee wishes to use the Platform and the Materials.
- 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, being the 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.
Usage-Based Charges and Additional Services
Unless otherwise specified in the Product & Services Schedule, SMS messages sent through the Platform are charged at $0.10 per SMS and will be invoiced monthly in arrears based on actual usage. The Licensor may also provide additional services, consulting, configuration, training, support, data migration, or other professional services requested by the Licensee. Such services may be charged at a rate of $350 per hour (plus GST) or such other rate as agreed in writing and will be invoiced monthly in arrears.
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. PLATFORM SUPPORT AND PERFORMANCE
The Licensor will provide self-help online support for all users 24/7 and web-based support for coordinators and administrators during business hours, being 9:00am–5:00pm AEST, Monday to Friday, excluding public holidays.
Support is accessed via the in-platform support widget or other channels as notified by the Licensor from time to time.
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.
The Licensor will use commercially reasonable efforts to:
- respond to and resolve support requests within appropriate timeframes based on severity;
- maintain platform availability, performance and security; and
- restore services as soon as reasonably practicable following any disruption.
Whilst not contractually guaranteed, the Licensor's typical response time for urgent issues is approximately within one (1) hour, with priority given based on severity.
The Licensor maintains automated platform monitoring and an on-call technical response process for critical platform incidents outside standard support hours.
Where a critical system-wide outage or major incident is detected, the Licensor will use commercially reasonable efforts to investigate and respond, including outside standard support hours where necessary. After-hours support is limited to severity-one critical incidents impacting platform availability and does not extend to general support, user queries, or configuration assistance.
The Licensor's Platform is built on enterprise-grade cloud infrastructure and is designed to achieve high levels of availability. While not contractually guaranteed, the Platform typically achieves availability in line with industry standards, generally in the range of 99.9% uptime or higher, depending on configuration, usage and third-party service performance. The Platform is provided on an "as is" and "as available" basis, and the Licensor does not guarantee uninterrupted or error-free operation of the Platform.
Planned maintenance will be communicated in advance where reasonably practicable.
The Licensor maintains incident response, business continuity and disaster recovery processes aligned with ISO/IEC 27001 standards, designed to support the restoration of services and protection of Customer data in the event of an incident.
The Customer acknowledges that:
- the Platform is hosted on on-shore data centres and third-party infrastructure providers, including cloud service providers such as Microsoft Azure; and
- service availability and performance may be impacted by factors outside the Licensor's direct control.
The Licensor does not provide service credits or financial remedies for service interruptions.
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 the 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 realise 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 unauthorised 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. ANALYTICS AND DATA COLLECTION
Use of Collected Data
The data we collect, including through analytics tools and platform usage, may be used for the following purposes:
- To operate, maintain, and support the functionality of the Services;
- To analyse trends and usage patterns;
- To improve the performance, design, and content of the Services;
- To develop, enhance, and optimise platform features, workflows, and automation processes;
- To provide and personalise features and services based on usage behaviour;
- To monitor system performance, reliability, and security; and
- To track and measure the effectiveness of marketing and promotional campaigns.
CareMaster does not use or disclose personally identifiable information except as required to provide the Services or as permitted under applicable privacy laws.
17.1 Platform Operation and Optimisation
CareMaster may process Customer Data as reasonably required to operate, maintain, and optimise the performance and functionality of the Services, including through system automation and internal processes, in accordance with this Agreement and applicable laws.
17.2 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.
17.3 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 analyse usage patterns, improve functionality, and develop new features based on user behaviour.
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.
17.4 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; and
- Features and content that you engage with.
17.5 Use of Collected Data
The data we collect via Google Analytics and Amplitude is used for the following purposes:
- To analyse 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; and
- To provide personalised features and services based on usage behaviour.
We do not knowingly share personally identifiable information with these analytics providers except as necessary to provide the Services or as permitted under applicable laws.
17.6 Cookies and Tracking Technologies
Our Services may use cookies and other tracking technologies, such as web beacons, pixels and similar technologies, 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.
17.7 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.
17.8 Data Hosting and Security
CareMaster will maintain appropriate technical and organisational measures to protect Customer Data in accordance with its ISO 27001-certified information security management system and applicable Australian privacy laws.
CareMaster's platform is hosted in Australia. CareMaster may use third-party service providers, including cloud infrastructure providers, in connection with the delivery of the platform, subject to appropriate data protection and security controls.
CareMaster will notify the Customer of any material change to the primary hosting location of Customer Data.
18. 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.
19. INTERPRETATION
Definitions:
- Agreement means this licence agreement including the Schedules and any amendments in writing.
- 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; or (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.
- 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.
- 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.
- Platform means the software provided, including CareMaster Software, Trips Software, CareMaster Global Marketplaces, desktop applications, web applications and 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.
