This services platform (the Platform) ) is owned and operated by Support Network Pty Ltd ABN 12 640 491 578 (Supnet).

Please read these Business Terms of Use carefully before accessing and using the Platform. Your use of the Platform is deemed to be your acceptance of these Business Terms of Use. You should be aware that any Statement of Work (see section 4.3(b) below) you enter into with us may also set out terms and conditions that apply to the Platform and products and services you have requested from us. Please ensure that you read the terms set out in any such Statement of Work carefully and in conjunction with these Business Terms of Use. The terms in a Statement of Work will prevail to the extent that there is any conflict between those terms and the Business Terms of Use below.

1. Provision of Technology

   1. You acknowledge that Supnet is a technology services provider, and that the Platform:

      1. functions as a marketplace to introduce
         1. businesses who need personnel (Providers) to provide home care services, aged care services and/or services under the Aged Care Act or National Disability Insurance Scheme (together, Care Services) to care recipients (Clients);
         2. individuals or companies that want to provide Care Services (Care Workers). To the extent you provide Care Services directly to Clients, the Consumer Terms of Use shall apply;
      2. facilitates the payment of fees by Providers to Care Workers for the provision of those Care Services;
      3. allows you to request professional services such as installation, integration, implementation, maintenance and support, development, report creation, training and other advisory and professional services (including custom services you request) (Professional Services). We will provide you with our standard Professional Services on request; and/or
      4. allows you to request a subscription to modules, customisations, products, features and/or functionalities which we have designed to integrate with, be used in conjunction with the Platform; Professional Services; and/or your internal IT infrastructure (Modules). We will provide you with our standard Modules on request. Where you have subscribed to a Module, a reference to 'Platform' will, where applicable, include a reference to that Module, (together, the Supnet Services).

   2. You acknowledge and agree that, to the extent permitted by law, Supnet does not:

      1. provide any Care Services (including as agent in any capacity) or any health or medical advice;
      2. participate in any interaction between:
         1. Providers and Care Workers;
         2. Providers and their Clients;
         3. Care Workers and their personnel, except in the provision of the Supnet Services;
      3. make any representations, warranties or guarantees as to the existence or quality of the Care Services, the actions or inactions of Providers or Care Workers, the suitability of any Care Worker, or the quality, accuracy or reliability of any User Content (as defined in clause 8);
      4. endorse, recommend or refer any Provider or Care Worker, whether or not their details are on the Platform.

2. Account

   1. In order to fully access the Platform and receive the Supnet Services under these Business Terms of Use, you are required to create and maintain an account (Account).

   2. In creating and maintaining an Account, you represent and warrant that:

      1. in the case of a Provider or a corporate Care Worker, you have the legal authority to represent the Provider or Care Worker (as appropriate) and to enter into these Business Terms of Use on its behalf;
      2. in the case of an individual Care Worker, you are 18 years or older;
      3. all information you provide in respect of your Account is and will be true, accurate, current and complete. You must immediately advise us of any change to that information.
      4. you have the right, authority and capacity to enter into these Business Terms of Use and to provide or receive the Care Services;
      5. you have not been the subject of a complaint, restraining order, arrested for, charged with or convicted of any criminal offense.

   3. You must not permit any third party to use your Account and must maintain the confidentiality of your Account credentials. You are solely responsible for all activity on your Account.

3. The Platform

   1. You must use the Platform in good faith, and in accordance with these Business Terms of Use, our reasonable directions, and all applicable laws. 3.2

   2. You must not:

      1. copy, reproduce, store, transmit, publish, modify, translate into any language, disassemble, reverse engineer, reverse assemble or otherwise create derivate works from any part of the Platform or its contents or use the Platform for any purpose, except and only to the extent that such activity is expressly permitted by these Business Terms of Use or applicable laws;
      2. access or use the Platform in a manner which would expose us to the risk of any claims or other legal or administrative actions;
      3. use the Platform to distribute any form of malicious, destructive or harmful code (including viruses, Trojan horses and worms) or any instructions activating such codes;
      4. use the Platform in a manner which interferes, or threatens to interfere, with the efficiency or security of the Platform (or the servers or networks connected to the Platform) or the provision of the Platform by us to another person;
      5. use the Platform in a manner which infringes the rights (including intellectual property rights) of any entity or person.

   3. We may investigate your use of the Platform in order to determine if a violation of these Business Terms of Use has occurred or to comply with applicable laws. If our investigation reveals that your use of the Platform has violated these Business Terms of Use, we may take any action we reasonably consider appropriate.

   4. To the maximum extent permitted by law:

      1. Supnet provides the Platform and Supnet Services on an "as is" and "as available" basis;
      2. your use of the Platform and Supnet Services is at your sole risk;
      3. we do not warrant that:
         1. the Platform or its contents or the Supnet Services will meet your specific needs or requirements, that they will be of merchantable quality or fit for any purpose;
         2. the Platform or its contents will be uninterrupted, timely, secure or error-free or that errors will be corrected;
         3. the quality of the Care Services, products, information or other material you obtain, purchase or subscribe to through the Platform will meet your expectations.

   5. Links to other websites are provided for your convenience only. We neither endorse nor accept responsibility for the accuracy or completeness of the information you receive from any other websites. If you use or rely on a third party website and its content, you do so solely at your own risk. You acknowledge that those third party websites will be governed by separate terms of use and privacy policies.

4. Orders

   1. You may request Modules or Professional Services from us by submitting a request through the Platform or in such other manner as we advise from time to time (Request) including such information as we require as part of the Request.

   2. At our discretion, we may provide a draft order to you in response to the Request, confirming the proposed details, including: the Professional Services, Module(s) and any other deliverable to be provided by us (Deliverables); the specifications for each Deliverable (if any) (Specifications); the fees payable by you (SOW Fees); the use and restrictions in respect of the Deliverables; milestones; and any special conditions or terms (together, the Proposal).

   3. Unless otherwise specified:

      1. any estimated total in a Proposal is a good faith estimate for your budgeting and our resource scheduling purposes and not a guarantee that the Deliverable(s) will be provided for that amount;
      2. each Proposal will be valid for a period of thirty (30) days from issue, during which time you may accept the Proposal (Statement of Work).

   4. Each Statement of Work will become part of these Business Terms of Use. No confirmation, order form, invoice, or other similar document issued by you or on your behalf will vary or form part of these Business Terms of Use.

   5. Links to other websites are provided for your convenience only. We neither endorse nor accept responsibility for the accuracy or completeness of the information you receive from any other websites. If you use or rely on a third party website and its content, you do so solely at your own risk. You acknowledge that those third party websites will be governed by separate terms of use and privacy policies.

   6. Either party may propose a change order to add to, reduce or change a Statement of Work. Each change order shall specify the change(s), and the effect on the time of performance and on the SOW Fees due to the change. A change order will follow the process set out above for Requests, Proposals and Statements of Work. Once executed by both parties, a change order shall become a part of the Statement of Work.

5. Modules

   1. We will provide the agreed Modules described in a Statement of Work on the basis set out in clause 7.

   2. You are solely responsible for obtaining and maintaining at your own expense all equipment needed to make use of the Module(s) and for installing the Module(s).

   3. Updates to Modules will be provided when and if available, and we are under no obligation to develop any future programs or functionality but will make commercially reasonable efforts to report to you on our plans for the future evolution and upgrade path of the Modules and Platform upon your request. This does not apply to custom development which should be requested as a Professional Service.

   4. We will provide all release notes and related information in advance of updates to any Module through the Platform. For the avoidance of doubt, you have no obligation to accept an update.

   5. We are not responsible for any issues that arise as a result of or in connection with:

      1. Modules that have been altered or modified by anyone other than us or our licensors;
      2. Modules for which support has been discontinued with at least 3 months' prior notice;
      3. Modules used other than in accordance with any documentation or reasonable instruction;
      4. discrepancies that do not significantly impair or affect the operation of the Platform;
      5. any equipment, systems or programs not supplied by us.

6. Professional Services

   1. We will perform the agreed Professional Services described in a Statement of Work with reasonable care and skill on the basis set out in clause 7.

   2. Our performance of any Professional Services is subject to any assumptions for the Professional Services set out in the Statement of Work and to the timely performance of your responsibilities reasonably necessary for us to perform the Professional Services including that you:

      1. provide all necessary information and data in the correct format that we need;
      2. perform any obligations assigned to you in the Statement of Work or as reasonably required by us;
      3. ensure your personnel are available for and attend meetings, and are available for and provide instructions, approvals, directions and sign-off;
      4. provide us with suitable access to your facilities, equipment and systems as required, including providing security access and software interfaces to your applications as we may reasonably request.

   3. Unless otherwise specified in the Statement of Work:

      1. SOW Fees are based on services provided during our business hours. Professional Services provided at your request outside business hours will be charged at a rate of 1.5 of the applicable rate;
      2. Professional Services will be provided on a time and materials basis at our rates specified in the Statement of Work.

   4. Where any service levels are specified in the Statement of Work in respect of a Deliverable, we will use our reasonable endeavours to meet those service levels. 6.5 If you cancel a Statement of Work for Professional Services with less than ten business days' notice, you must pay fifty percent (50%) of any Professional Services scheduled for performance within five (5) business days of our receipt of such notice and twenty-five percent (25%) of the total estimated costs for Professional Services scheduled for performance between five (5) and ten (10) business days of our receipt of such notice.

7. Deliverables

   1. We reserve the right to charge you for our reasonable travel, accommodation and subsistence costs incurred by us in connection with any Deliverable. These costs are in addition to any amounts stated in the Statement of Work.

   2. Supnet will use reasonable endeavours to provide the Professional Services and/or the Deliverables in accordance with the milestones and timeframes specified in the Statement of Work (if any) and if none are specified then within a reasonable period or appropriate time.

   3. Subject to your compliance with the Statement of Work and these Business Terms of Use, during the Term, we grant you a personal, non-transferable, non-exclusive, non-sub-licensable, limited licence to the Deliverables set out in the Statement of Work to use the Deliverables solely for your legitimate business needs as envisaged in these Business Terms of Use or Statement of Work, including the right to permit your personnel to access and use the end-user interfaces of the Platform.

   4. Subject to any condition in the Statement of Work, the licence of the Deliverables will continue until your access to the Platform is terminated under these Business Terms of Use.

8. Acceptance testing

   1. We will carry out our standard internal testing as well as any agreed Acceptance Tests specified in a Statement of Work to ensure the Deliverables meet the relevant Specifications (Acceptance Testing).

   2. We will notify you once the Deliverables have passed the Acceptance Testing.

   3. Upon such notification, you will have 30 days within which to review the Deliverables. If you notify us of any material failure by a Deliverable to meet a relevant Specification within that period, we will re-perform or redeliver the Deliverable at no additional charge. If you do not notify us of any deficiencies within that period, you will be deemed to have accepted the delivery of the Deliverables.

   4. If a Deliverable fails to meet the relevant Specifications in all material respects after we have attempted to re-perform or redeliver the Deliverable at least three times, the parties will work together in good faith to come to a mutually agreeable resolution with regards to the affected portion of the Statement of Work.

9. Delays and cost overruns
   

   If there is a change in scope, delay or other failure in the performance of your responsibilities or if any assumptions are not met, and this affects the timing, cost or scope of the Statement of Work, then the parties will discuss in good faith whether any element of the Statement of Work, including any milestones and the SOW Fees, need to be adjusted as reasonably necessary. Any agreed adjustment shall be made by change order in accordance with clause 4.5.

10. User content

    1. We may allow users of the Platform to submit content (User Content) to the Platform, including information about the user and advertisements to provide, or requests to receive, Care Services.

    2. We do not endorse and are not responsible for any User Content. You are encouraged to notify us of inappropriate or illegal User Content submitted by others but we are not responsible for any failure or delay in removing such User Content and we take no responsibility and assume no liability for any User Content. We have the right but not the obligation to monitor, edit, refuse to post and/or remove any User Content in our sole discretion.

    3. By submitting User Content, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive, transferable right and licence to edit, adapt, modify and change that User Content in any manner and to reproduce and use it in any manner and in any media (whether now known or later devised) throughout the world in perpetuity. You consent to us doing any act or omitting to do any act comprised in any or all of your ‘moral rights’ in any User Content you submit and warrant that you have obtained similar consents from any creators of such material.

    4. You warrant, and must ensure, that all User Content you submit:

       1. is not inappropriate, obscene, threatening, harmful, harassing, sexually explicit, profane, violent, racist, sexist, defamatory, or otherwise discriminatory or illegal;
       2. is not inappropriate, obscene, threatening, harmful, harassing, sexually explicit, profane, violent, racist, sexist, defamatory, or otherwise discriminatory or illegal;
       3. does not include any information that could be used to identify an individual, including any photo, image or name of any individual, other than yourself;
       4. does not breach any law or advocate any illegal activity;
       5. is not false, untrue, misleading or deceptive;
       6. does not infringe the rights (including property rights) of anyone;
       7. is not otherwise injurious to anyone (including us).

11. Ratings

    1. You acknowledge and agree that after a Care Worker provides Care Services, the Provider and/or the Client may be asked to provide a rating and/or feedback of the Care Worker and the Care Services (Rating).

    2. Ratings provided on the Platform are opinions of Providers and/or Clients and are not statements of fact or recommendations by Supnet. You acknowledge that Supnet has not independently confirmed any Ratings.

       1. must be given in good faith, and will be true, accurate and complete and not misleading in any way;
       2. will constitute 'User Content' for the purposes of clause 10.

    3. If you are a Care Worker, you agree that we may:

       1. publish Ratings about you and your personnel, including on the Platform;
       2. in our sole discretion, terminate or suspend your Account if your average Rating is less than the minimum acceptable average rating set by Supnet from time to time.

12. Providers
    

    The provisions of this clause 12 apply to users who are Providers.

    1. In addition to any requirements under clause 2, you must provide us with all required information in relation to your financial and bank account details.

    2. In addition to any warranties given under clause 2.2, you represent and warrant to Supnet and each Care Worker you engage to provide Care Services that:

       1. you will comply with all applicable laws in relation to the engagement of a Care Worker to provide the Care Services, including (as applicable) any workplace and occupational health and safety laws, the National Disability Insurance Scheme Act 2013, the NDIS Rules, and the Aged Care Act;
       2. you will comply with Supnet's policies as provided from time to time;
       3. you will treat each Care Worker with courtesy and respect.

    3. You acknowledge and agree that as between you and Supnet:

       1. subject to the terms of these Business Terms of Use, you are solely responsible for the manner in which you acquire the Care Services and managing your relationship with your Client(s);
       2. Supnet is not an employment service or agency. You are responsible for deciding the manner of engagement of the Care Worker;
       3. you are solely responsible for complying with all statutory awards or other legal, contractual and insurance requirements with respect to your relationship with your Client, the Care Worker and the provision of Care Services and for the costs in doing so, including payment of any relevant tax, including withholdings and superannuation contributions in respect of you and/or your personnel or Care Workers.

    4. You acknowledge and agree that you are solely responsible for your own decisions in engaging Care Workers to provide Care Services and that you should request original documents to verify any representation a Care Worker has made.

    5. You must not:

       1. acquire, or offer to acquire, any Care Services (or services similar to any Care Services) from a Care Worker except in accordance with these Business Terms of Use;
       2. make any payment directly to a Care Worker in respect of Care Services;
       3. solicit or induce or attempt to solicit or induce any Care Worker to cease doing business with or reduce the amount of business which that Care Worker normally does with Supnet.

13. Care Workers
    

    This clause 13 applies to users who are Care Workers.

    1. In addition to any warranties given under clause 2.2, you represent and warrant to Supnet and each Provider for whom you provide Care Services that at all times you and your personnel providing the Care Services:

       1. are authorised to work in Australia and provide the Care Services;
       2. will comply with Supnet's policies as provided from time to time;
       3. hold all relevant qualifications required to provide the Care Services, and you agree to provide them on request;
       4. where applicable, are approved by the relevant regulatory authority or authorities to provide the Care Services;
       5. will comply with all applicable laws in relation to the provision of the Care Services, including (as applicable) workplace and occupational health and safety laws, the National Disability Insurance Scheme Act 2013, the NDIS Rules, and the Aged Care Act;
       6. will work with Providers in a professional and respectful capacity;
       7. you will take and keep accurate records of the Care Services you provide;
       8. you will, at all times, maintain insurances as required by law.

    2. You acknowledge and agree that as between you and Supnet:

       1. subject to these Business Terms of Use, you are solely responsible for controlling the manner in which you provide the Care Services;
       2. you must provide and maintain your own tools, equipment and facilities to provide the Care Services;
       3. neither Supnet nor the Provider is an employment service or agency and you are not the employee, partner, joint venturer, contractor or agent of Supnet or the Provider;
       4. you are solely responsible for complying with all statutory awards or other legal, contractual and insurance requirements with respect to your provision of the Care Services and for the costs in doing so, including payment of any relevant tax, including withholdings and superannuation contributions in respect of you and/or your personnel, and you specifically waive any claim of rights or benefits afforded to employees, including wages, long service leave, annual leave, public holidays, personal/carer's leave, redundancy, superannuation or other employment related entitlements or benefits;
       5. if you agree to provide Care Services to a Provider, the Provider will receive personal information about you and each of your personnel providing Care Services relevant to the provision of the Care Services. You also agree that Supnet may release the contact and/or insurance information of you and/or your personnel (as relevant) to the Provider upon the Provider's reasonable request.

    3. You must immediately notify any incidents of actual or suspected abuse or neglect of a Client to the relevant authority.

    4. You must not:

       1. provide, or offer to provide, any Care Services (or services similar to any Care Services) to a Provider or Client except in accordance with these Business Terms of Use;
       2. directly invoice, or accept direct payment from, a Provider or Client in respect of Care Services;
       3. solicit or induce or attempt to solicit or induce any Provider to cease doing business with or reduce the amount of business which that Provider normally does with Supnet.

14. Contract for services

    1. You acknowledge that Providers and Care Workers contract directly with each other in respect of the Provider's engagement of a Care Worker to provide Care Services (Services Contract) on behalf of the Provider to the Provider's Client at the flat fee or hourly rate agreed by the Provider and Care Worker as documented on the Platform (Agreed Rate). Supnet is not a party to any Services Contract, and except as set out in these Business Terms of Use, Supnet does not involve itself in the relationship between the Provider and the Care Worker or the terms of the Services Contract. You specifically acknowledge that Supnet takes no responsibility and has no duty of care or contractual obligation in relation to the provision of Care Services by Care Workers on behalf of Providers.

    2. Each Services Contract must:

       1. permit Supnet to issue an invoice to the Provider on behalf of the Care Worker for the provision of the Care Services at the Agreed Rate (Care Service Fees);
       2. permit Supnet to collect the Care Service Fees on behalf of the Care Worker, provided that the Care Worker is solely responsible for ensuring the Provider pays the Care Service Fees to Supnet;
       3. provide that Supnet will pay the Care Worker on behalf of the Provider from Care Service Fees collected from the Provider;
       4. provide that to the maximum extent permitted by law that:
          1. the Care Worker is solely liable, to the exclusion of Supnet, for all acts or omissions in the provision of the Care Services;
          2. the Client is solely liable, to the exclusion of Supnet, for all acts or omissions in the receipt of the Care Services;
       5. provide that disputes between the Provider and the Care Worker must be resolved directly between the Provider and the Care Worker.

    3. The invoicing and payment functions referred to in clause 14.2 is not indicative of any contractor or employment relationship existing between Supnet and the Provider or Care Worker.

    4. The Care Worker and Provider are solely responsible (to the exclusion of Supnet) for ensuring that their Services Contract complies with all applicable laws.

15. Fees

    1. Platform Fees

       1. As soon as practicable after each provision of Care Services:
          1. the Care Worker must confirm the provision of the Care Services via the Platform, including the start and finish times, the services provided, and any relevant notes (Service Record);
          2. the Provider must review the Care Worker's Service Record via the Platform, and accept or reject it with reasons. If the Provider does not accept or reject the Service Record within 24 hours from provision of the Service Record, the Provider will be deemed to accept the Service Record as accurate;
          3. once the Provider accepts, or is deemed to have accepted, the Service Record, Supnet will generate an invoice to be paid by the Provider in the amount of the Care Service Fees plus a Provider platform fee as specified at https://supportnetwork.com.au/faqs (Provider Platform Fee).
       2. The Provider must pay the invoiced Care Service Fees and Provider Platform Fees in full within 10 business days of receipt of the invoice.
       3. Supnet will use its best endeavours to, on a fortnightly basis, remit to the Care Worker the balance of the Care Service Fees collected from Providers during that period after deducting a Care Worker platform fee as specified at https://supportnetwork.com.au/faqs (Care Worker Platform Fee).
       4. You acknowledge that nothing obliges Supnet to hold any Care Service Fees it collects on trust, or to hold them in a separate account on behalf of the Care Worker. To the extent Supnet is required to make a payment to you under these Business Terms of Use, you are an unsecured creditor of Supnet.
       5. 1. In this clause (e): GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or any replacement to that Act; and Taxes means taxes or assessments of tax of any nature imposed by a government agency, together with any interest, fine or penalty on such tax, including GST (excluding tax on SupNet's profit or income).
          2. All fees payable to SupNet are expressed exclusive of Taxes and GST, except to the extent they are expressly specified on SupNet's website or in another fee document to be inclusive of GST or any Taxes.
          3. You agree to pay to us the amount of any Taxes or duties (including GST) payable in connection with the Platform under these Terms of Use.

    2. SOW Fees SOW Fees for Modules and Professional Services are set out in each Statement of Work. You must pay all SOW Fees as set out in the Statement of Work.

    3. Process

       1. We reserve the right to change the Provider Platform Fee, the Care Worker Platform Fee, and/or the billing method at any time by reasonable notice in writing to you. In such cases, the change will take effect with respect to Services Contracts entered into after the notice period.
       2. If a Provider fails to pay an invoice within seven days, or if the Provider's nominated account does not have sufficient funds to cover an invoice, we may terminate or suspend your Account and you may be charged a dishonour fee by Supnet. You may also be charged other amounts by your bank or funding provider.
       3. You must immediately notify us if your financial details change. You are solely responsible for the accuracy of your bank account information. We disclaim all liability as a result of incorrect bank details provided by you.

16. Modification

    1. We may modify the Platform, Supnet Services and the Modules and Professional Services that we offer from time to time, including by adding or deleting features and functions. We will use all reasonable endeavours to ensure that such changes do not materially reduce the functionality of the Platform and Services provided to you during any period for which you have prepaid a fee. Any change that does materially reduce functionality is subject to the UCT Qualification (see clause 16.3).

    2. Subject to the UCT Qualification, we reserve the right to modify these Business Terms of Use applicable to the Platform and our Services, at any time, by providing reasonable prior notice of the modification. If we need to make the change to comply with law or to prevent fraud or for security purposes, we must provide you with at least 3 days' prior notice, or if we are unable to do so, by giving you as much notice as we reasonably can. If you do not wish to continue with the changed Business Terms of Use, you may terminate by providing not less than 14 days' prior written notice to us.

    3. Where a term of these Business Terms of Use is specifically expressed to be subject to the "UCT Qualification" and provided these Business Terms of Use are a small business or consumer contract, as defined under Australian Consumer Law, then, our power, right or discretion provided for in that term is to be read subject to and is to only be exercised where it is reasonably necessary to protect our legitimate interests or required or permitted by a Commonwealth, State or Territory law.

17. Intellectual Property

    1. We warrant that the Deliverables (including any Modules and the results and proceeds of any Professional Services) as provided to you will not infringe the rights of any third party.

    2. The Platform, all Deliverables (including any Modules and the results and proceeds of any Professional Services), and all content on the Platform:

       1. is protected by copyright or other intellectual property rights which are owned by or licensed to us and nothing in these Business Terms of Use grant you any proprietary rights in relation to that material and all modifications, improvements to the same vest solely and absolutely in us or our licensors;
       2. are licensed and not sold to you and you only acquire the right to use them as set out in these Business Terms of Use.

    3. We reserve all rights which are not expressly granted to you under these Business Terms of Use.
18. Indemnity

    1. Care Workers and Providers agree that they are responsible for and indemnify Supnet against any liability, claim, proceeding, action, damages, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising on and after their first use of the Platform:

       1. any breach by you of these Business Terms of Use or the warranties you have given under these Business Terms of Use;
       2. your violation of any law or the rights (including intellectual property rights) of any third party;
       3. any User Content you provide to the Platform;
       4. the provision of Care Services by, or on behalf of a Care Worker, for a Provider;
       5. any employment-related tax obligations (including but not limited to superannuation, personal income taxes, workers’ compensation, Pay-As-You-Go withholding, fringe benefits tax and payroll taxes) that may apply to:
          1. the Provider as a result of engaging a Care Worker from the direct or indirect use of the Platform;
          2. the Care Worker as a result of:
             1. being engaged by a Provider through the direct or indirect use of the Platform;
             2. the direct or indirect provision of Care Services to the Provider and to their Clients, whether levied by reference to income, profits, gains, whether direct or indirect, whenever and wherever imposed and in respect of all penalties, charges costs and interest, to the extent that Supnet is obliged to bear any such obligations despite these terms ensuring that such obligations are to be borne by the Care Workers and/or Providers respectively;
       6. any disputes that arise between a Provider and a Care Worker, including in relation to the Care Services.

19. Limitation of liability

    1. Subject to clauses 19.2 and 19.3, to the extent permitted by law, you hereby release us, our personnel and contractors from, and acknowledge that Supnet (together with its officers and employees) is not liable for, all injury, loss or damage (including legal costs) incurred by you arising from:

       1. your use or inability to use the Platform, including any unavailability of the Platform or the Supnet Services for any reason, including scheduled maintenance or network failures;
       2. the provision of Care Services by Care Workers to Clients on behalf of Providers, including any malpractice claims or the actions or inactions of any Client, Provider or Care Worker.

    2. The Australian Consumer Law confers rights and remedies on you which cannot be excluded, restricted or modified (Consumer Guarantees) which take precedence to the extent of any inconsistency with these Business Terms of Use. We do not exclude the Consumer Guarantees, but, to the extent permitted by law, we:

       1. expressly disclaim any and all other warranties, express or implied, including that access to the Platform will be uninterrupted or error free or any warranty of merchantability or fitness for purpose;
       2. will not be liable for any
          1. loss of contract, loss of profit, loss of revenue, loss of business, and loss of anticipated savings;
          2. any special, incidental, exemplary, punitive, indirect or consequential damages whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not we have been advised of the possibility of such loss or damage.

    3. Nothing excludes or limits our liability for death and personal injury caused by negligence; fraudulent misrepresentation; or any other liability which cannot be limited by applicable law.

    4. To the extent permitted at law, in respect of any liability which Supnet cannot exclude, Supnet's liability will be limited to:

       1. in the case of goods, the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; and/or the payment of the cost of having the goods repaired;
       2. in the case of services, the supply of the services again; and or the payment of the cost of having the services supplied again;
       3. a maximum amount in the aggregate of $250,000.

20. Confidentiality

    1. In these Business Terms of Use, “Confidential Information” means all information (including personal information as defined in the Privacy Act 1988 (Cth) (Privacy Act) which you receive, become aware of, develop, create or generate in the course of these Business Terms of Use:

       1. concerning or related to Supnet;
       2. if you are a Provider, concerning or related to a Care Worker;
       3. if you are a Care Worker, concerning or related to a Provider;
       4. if you are a Provider or a Care Worker, concerning or related to a Client;
       5. that is designated as confidential by Supnet or which you ought to be aware is or should be considered to be confidential, but does not include information already in the public domain, otherwise than as a result of a breach of these Business Terms of Use by you.

    2. Except as required by law, or as otherwise agreed by Supnet, you agree and warrant:

       1. you will not use, remove, copy or disclose to any entity any Confidential Information except for the purposes of these Business Terms of Use or to your professional advisors under an equivalent obligation of confidentiality;
       2. you will hold the Confidential Information in trust and confidence;
       3. you will use its best endeavours to prevent the unauthorised use or disclosure of any of the Confidential Information by third parties.

    3. You must immediately notify Supnet in writing of any actual, threatened or suspected unauthorised disclosure of any Confidential Information.

21. Privacy

    1. Except where Supnet has otherwise given express instructions in writing, where you receive personal information (as defined in the Privacy Act) in the course of these Business Terms of Use, including personal information of a Provider or a Care Worker (or any of their personnel) or a Client, you must:

       1. deal with the personal information only for the purposes of exercising your rights or performing your obligations under these Business Terms of Use;
       2. not disclose or permit the disclosure of the personal information to any third party unless expressly required under these Business Terms of Use;
       3. comply with the Privacy Act and any other applicable legislation governing personal information and privacy in respect of the Care Services (Privacy Laws) as if you were bound (to the extent you are not);
       4. take such steps as Supnet reasonably requires of you to facilitate Supnet's compliance with the Privacy Laws, including cooperate with Supnet to resolve any complaint alleging a breach of any Privacy Laws in respect of any actual or alleged collection, use, or disclosure of personal information by you;
       5. not do or omit to do any act that would put Supnet in breach of any Privacy Laws.

    2. To the extent that you consider or suspect that an eligible data breach (as defined in the Privacy Act) may exist regarding personal information, you must:

       1. promptly notify Supnet of the eligible data breach, unless Supnet has notified you of the eligible data breach;
       2. provide reasonable assistance as reasonably requested by Supnet for the purpose of assessing the eligible data breach;
       3. in relation to any assessment, unless otherwise directed in writing by Supnet, defer to Supnet's assessment of whether it is believed that an eligible data breach has occurred;
       4. in relation to any notification, unless otherwise directed in writing by Supnet, defer to Supnet's notification in respect of any eligible data breach that is believed to have occurred.

22. Suspension and termination

    1. Without limiting our rights under these Business Terms of Use or at law, we may:

       1. discontinue the Platform (including ceasing to provide administrative and technical support for the Platform) or terminate for convenience your use of the Platform in our sole discretion and at any time provided that where we do so we will refund a pro rata proportion of any fees you have paid in advance in respect of the Platform, Supnet Services and/or Deliverables;
       2. deny, suspend or terminate all or part of your access to the Platform or your Account without prior notice where, in our reasonable opinion, you fail to comply with these Business Terms of Use.

    2. The rights of denial, suspension and termination in clause 22.1(b) may be exercised at our option with regard specifically to one or more Modules, one or more Supnet Services or with regard to the Business Terms of Use as a whole. In the event of the termination of the Business Terms of Use with regard to one or more specified Modules, the Business Terms of Use will continue in full force and effect with regard to the Platform, any remaining Modules and the Supnet Services.

    3. You acknowledge and agree that our suspension or termination of your access to the Platform and/or your Account, as permitted under these Business Terms of Use:

       1. does not modify or void any obligations you may have incurred through your use of the Platform, including any obligation to pay any SOW Fees, Care Service Fees, Provider Platform Fees and/or Care Worker Platform Fees (as applicable) to Supnet or a third party;
       2. will not affect any accrued rights or liabilities of either party nor will it affect the continuance in force of any provision of these Business Terms of Use (in so far as it imposes obligations on you) which is intended to continue on or after the termination or expiration;
       3. does not give rise to any liability to Supnet.

23. Force Majeure
    

    We are not liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of god, pandemics, epidemics, supply chain disruption, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

24. General

    1. You must not assign, license or subcontract your rights and obligations under these Business Terms of Use to any third party. We may assign the benefit of these Business Terms of Use, and transfer our rights and obligations, or subcontract any of our obligations to a third party without your prior consent.

    2. Failure or omission by Supnet at any time to enforce or require strict or timely compliance with any provision of these Business Terms of Use will not affect or impair that provision, or the right of Supnet to avail itself of the remedies it may have in respect of any breach of a provision, in any way.

    3. Supnet's failure or delay to exercise a power or right does not operate as a waiver of that power or right. A waiver of a provision of this Agreement will be ineffective unless in writing executed by Supnet.

    4. These Business Terms of Use constitute the entire agreement between the parties concerning the matters dealt with pursuant to these Business Terms of Use.

    5. These Business Terms of Use are governed by and must be construed in accordance with the laws of New South Wales, Australia and you irrevocably and unconditionally submit to the non- exclusive jurisdiction of the courts of that state and all courts which have jurisdiction to hear appeals from those courts.

    6. We make no representation that the Platform (including any content on the Platform) complies with the laws (including intellectual property laws) of any jurisdiction outside of the jurisdiction referred to in clause 24.5. You are solely responsible for complying with the law of the jurisdiction in which you access or use the Platform.

    7. If a provision in these Business Terms of Use is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from these Business Terms of Use for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of these Business Terms of Use.