How can we help?

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

Please read these Terms of Use carefully before accessing and using the Platform. Your use of the Platform is deemed to be your acceptance of these Terms of Use. This document was last updated on 10 November 2020.

1. Provision of technology

   1. You acknowledge that Supnet is a technology services provider, and that the Platform functions as a marketplace to introduce individuals (Clients) who want to receive home care services, aged care services and/or services under the Aged Care Act or National Disability Insurance Scheme (together, Care Services); and (ii) individuals or companies that want to provide Care Services (Care Workers).

   2. The Platform also facilitates the payment of fees by Clients to Care Workers for the provision of those Care Services. Together, these services provided by Supnet are the 'Supnet Services'.

   3. You acknowledge that these Terms of Use create contractual rights between Clients and Care Workers in respect of the provision and receipt of Care Services.

   4. 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. (b) participate in any interaction between Clients and Care Workers 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 Clients or Care Workers, the suitability of any Care Worker, or the quality, accuracy or reliability of any User Content (as defined in clause 5); or
      4. endorse, recommend or refer any Client or Care Worker, whether or not their details are on the Platform.

2. Account

   1. In order to fully access the Website and receive the Supnet Services, 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 corporate Care Worker, you have the legal authority to represent the Care Worker (as appropriate) and to enter into these 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 Terms of Use and to provide or receive (as relevant) the Care Services; and
      5. you have not been the subject of a complaint, restraining order, arrested for, charged with or convicted of any criminal offence.

   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. Subject to your compliance with these Terms of Use, during the Term, we grant you a personal, non-transferable, non-exclusive, non-sub-licensable, limited licence to use Platform solely for your legitimate needs as envisaged in these Terms of Use, including (in respect of a corporate Care Worker) the right to permit your personnel to access and use the end-user interfaces of the Platform.

   2. If you create an Account on behalf of a Client, you represent and warrant that you have the legal authority to represent the Client and to enter into these Terms of Use on their behalf.

4. The Website

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

   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 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; or
      5. use the Platform in a manner which infringes the rights (including intellectual property rights) of any person.

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

   4. To the maximum extent permitted by law and subject to clause 14.2:

      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; or
         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.

5. 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, sub-licensable, 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. does not contain confidential information;
      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; and
      7. is not otherwise injurious to anyone (including us).

6. Ratings

   1. You acknowledge and agree that after a Care Worker provides Care Services, 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 Care Workers and/or Clients and are not statements of fact or recommendations by Supnet. You acknowledge that Supnet has not independently confirmed any Ratings.

   3. If you are a Client, you represent and warrant that all Ratings you provide:

      1. must be given in good faith, and will be true, accurate and complete and not misleading in any way; and
      2. will constitute 'User Content' for the purposes of clause 5.

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

      1. publish Ratings about you (and your personnel if you are a corporate Care Worker), including on the Platform; and
      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.

7. Clients

   The provisions of this clause 7 apply to users who are Clients.

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

      1. your banking details, including account number and BSB and account name, and a direct debit authority in respect of that account; or
      2. details of your funding provider and an authority to issue an invoice to that funding provider in respect of the Care Services.

   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 treat each Care Worker with courtesy and respect;
      3. if the Care Services are to be provided at your premises:
         1. you will be at your premises at the agreed time to receive the Care Services from the Care Worker;
         2. your premises are a safe work environment for the Care Worker to provide the Care Services and the Care Worker has safe and reasonable acess to your premises; and
         3. no one that lives at your premises has, been the subject of a complaint, restraining order, arrested for, charged with or convicted of any criminal offense.

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

      1. You acknowledge and agree that as between you and Supnet:
         1. the manner in which you acquire the Care Services and the manner of engagement of the Care Worker(s);
         2. 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; and
         3. where applicable, complying with all statutory awards or other legal, contractual and insurance requirements with respect to your relationship with your Care Worker and for the costs in doing so; and
      2. your use of the Platform does not give rise to a health professional-patient relationship with Supnet.

   4. Where you have been introduced to a Care Worker through the Platform:

      1. you acknowledge that the Care Worker will receive personal information about you as necessary to allow the Care Worker to provide you with the Care Services you have requested; and
      2. you must not:
         1. acquire, or offer to acquire, any Care Services (or services similar to any Care Services) from that Care Worker except in accordance with these Terms of Use;
         2. make any payment directly to that Care Worker in respect of Care Services; or
         3. solicit or induce or attempt to solicit or induce that Care Worker to cease doing business with or reduce the amount of business which that Care Worker normally does with Supnet.

8. Care Workers

   This clause 8 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 Client to whom you provide Care Services that at all times you (and your personnel, if you are a corporate Care Worker):

      1. are authorised to work in Australia and provide the Care Services;
      2. are authorised to work in Australia and provide the Care Services;
      3. where applicable, are approved by the relevant regulatory authority or authorities to provide the Care Services;
      4. 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;
      5. will work with Clients in a professional and respectful capacity;
      6. you will take and keep accurate records of the Care Services you provide;
      7. you will inspect the Client's premises and any equipment (as applicable) each time you provide the Care Services to ensure that they are safe and appropriate; and
      8. you will, at all times, maintain insurances as required by law to the extent those legal obligations are not covered by our insurance program set out at https://supportnetwork.com.au/insurance-program and you meet the minimum requirements set out therein.

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

      1. subject to these 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. Supnet is not an employment service or agency and you are not the employee, partner, joint venturer, contractor or agent of Supnet;
      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 withholdings and superannuation contributions in respect of you and/or your personnel, and you specifically waive and if you are a corporate Care Worker you warrant that your personnel do not have any claim of rights or benefits against Supnet 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; and
      5. if you agree to provide Care Services to a Client, the Client 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 Client upon the Client'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. Where you have been introduced to a Client through the Platform, You must not:

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

   5. To the extent that you consider or suspect that an eligible data breach (as defined in the Privacy Act 1988 (Cth) (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. provide reasonable assistance as reasonably requested by Supnet for the purpose of assessing the eligible data breach;
      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.

9. Contract for services

   1. You acknowledge that Clients and Care Workers contract directly with each other in respect of the Client's engagement of a Care Worker to provide Care Services (Services Contract) at the flat fee or hourly rate agreed by the Client 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 Terms of Use, Supnet does not involve itself in the relationship between the Client 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 to Clients.

   2. Each of the Client and Care Worker agree that the following applies and that the following terms are incorporated into their Services Contract. To the extent of inconsistency between the following terms and the Services Contract, the following take precedence:

      1. the Care Worker appoints Supnet as its agent to invoice the Client on behalf of the Care Worker and collect the Service Fees on behalf of the Care Worker;
      2. Supnet will issue an invoice to the Client on behalf of the Care Worker for the provision of the Care Services organised through the Platform at the Agreed Rate (Service Fees);
      3. the Client must pay the Care Worker the Service Fees by paying Supnet;
      4. Supnet will collect the Service Fees on behalf of the Care Worker;
      5. Supnet is not liable for any failure by the Client to pay the Service Fees;
      6. Supnet is entitled to deduct the Care Worker Platform Fees (as defined below) due from the Care Worker to Supnet from the Service Fees received by Supnet before their payment to the Care Worker;
      7. to the maximum extent permitted by law:
         1. the Care Worker is solely liable, to the exclusion of Supnet, to the Client for the Care Worker's acts or omissions in the provision of the Care Services;
         2. the Client is solely liable, to the exclusion of Supnet, to the Care Worker for the Client's acts or omissions in the receipt of the Care Services; and
      8. disputes between the Client and the Care Worker must be resolved directly between the Client and the Care Worker.

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

10. 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 Client must review the Care Worker's Service Record via the Platform, and accept or reject it with reasons. If the Client does not accept or reject the Service Record within 24 hours from provision of the Service Record, the Client will be deemed to accept the Service Record as accurate;
       3. once the Client accepts, or is deemed to have accepted, the Service Record, Supnet will generate an invoice to be paid by the Client in the amount of the Service Fees plus a Client platform fee as specified at https://supportnetwork.com.au/faqs (Client Platform Fee); and
       4. where applicable, the Client authorises us to debit the amount invoiced under clause 10.1(c) from the Client's bank account or funding provider nominated under clause 7.1. Otherwise, the Client must pay the invoiced Service Fees and Client Platform Fees in full within 10 business days of receipt of our invoice.

    2. The Care Worker must pay Supnet a Care Worker platform fee as specified at https://supportnetwork.com.au/faqs (Care Worker Platform Fee) in respect of each provision of Care Services through the Platform. This fee is payable any time after the date of the provision of the Care Services to which it relates. The Care Worker authorises Supnet to deduct at any time the Care Worker Platform Fees from the Care Services Fees Supnet collects from Clients as your agent. Supnet will use its best endeavours to, on a fortnightly basis, remit to the Care Worker the balance of the Service Fees collected from Clients during that period after deducting the Care Worker Platform Fee (and in any event will remit the balance at least once every 3 weeks).

    3. If the Care Service Fees received by Supnet are less than the Care Worker Platform Fees payable by the Care Worker to Supnet at any time, or if Supnet pays the Service Fees without deduction of all the Care Worker Platform Fees at any time, the Care Worker must pay Supnet the Care Worker Platform Fees to Supnet within 5 business days of Supnet's demand.

    4. You acknowledge that nothing obliges Supnet to hold any 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 Terms of Use, you are an unsecured creditor of Supnet.

    5. Taxes and GST

       1. In this clause:
          1. 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
          2. 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 by the Client or the Care Worker 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.

    6. Process

       1. We reserve the right to change the Client 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 Client fails to pay an invoice within seven days, or if the Client's nominated account does not have sufficient funds to cover an invoice, we may provide you with a notice of non-payment. Unless the full amount has been paid within 7 days of such later date as specified in the notice of non-payment, we may suspend your Account until payment is made. Supnet will use its reasonable endeavours to notify you of the suspension through a notice when you try to access your Account or by other appropriate means. Without limiting our rights of suspension, unless the full amount has been paid within 14 days of such later date as specified in the notice of non-payment, we may terminate your Account on immediate notice. You may be charged a dishonour fee by Supnet as a result. 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.

11. Modification

    1. We may modify the Platform and/or Supnet 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 Supnet 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 11.3).

    2. Subject to the UCT Qualification, we reserve the right to modify these Terms of Use applicable to the Platform and our Services, at any time. If such change is detrimental to you, we must provide you with not less than 45 days' prior notice of the modification, unless we need to make the change to comply with law or to prevent fraud or for security purposes in which case, 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 the change is:

       1. not required to comply with law or to prevent fraud or for security purposes;
       2. relates to the Platform and/or the Supnet Services that you have already acquired;
       3. is detrimental to you; and
       4. not agreed by you,

       you must notify us in writing within 30 days after the notice of change. If you give us this notice, the terms and conditions of the Terms of Use prior to the change will continue to apply for the remainder of your current period for which you have prepaid and any Services Contract in existence prior to the change. Upon extension or renewal or entering into a new Services Contract, the changed Terms of Use notified to you will then apply. If you do not wish to continue with the changed Terms of Use, you may terminate by providing not less than 14 days' prior written notice to us.

    3. Where a term of these Terms of Use is specifically expressed to be subject to the "UCT Qualification" and provided these 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.
    4. In the event any Service Fee, Client Platform Fee or Care Worker Platform Fee is incorrect, the Client or Care Worker (as applicable) remains liable for any underage. Supnet reserves the right to correct any errors in the payment of any fee.
12. Intellectual Property

    1. We warrant that the Platform as provided to you will not infringe the rights of any third party.

    2. The Platform 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 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; and
       2. are licensed and not sold to you and you only acquire the right to use them as set out in these Terms of Use.

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

13. Indemnity

    1. You agree to indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from:

       1. any breach by you of these Terms of Use or the warranties you have given under these 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 Website;
       4. any disputes that arise between a Client and a Care Worker in relation to the Care Services.

14. Limitation of liability

    1. Subject to clauses 14.2 and 14.3, to the extent permitted by law, you hereby release us, our personnel and contractors from, and acknowledge that Supnet is not liable for, all injury, loss or damage (including legal costs) incurred by you arising from:

       1. your inability to use the Platform due to outages, network failures or scheduled maintenance; or
       2. the provision of Care Services by Care Workers to Clients, including any malpractice claims or the actions or inactions of any Client 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 Terms of Use. We do not exclude the Consumer Guarantees, but, to the extent permitted by law:

       1. we 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. we will not be liable under or in connection with these Terms of Use for any: (i) loss of profit, loss of revenue, loss of business, and loss of anticipated savings; and (ii) any special, incidental, exemplary, punitive, indirect or consequential damages; and
       3. (c) our aggregate liability to you under or in connection with these Terms of Use (whether arising in contract, tort (including negligence) or otherwise) will in no circumstances exceed the total Client Platform Fees, Care Worker Platform Fees (as applicable) actually paid by you under these Terms of Use in the 12 months preceding the date of the event giving rise to the claim; 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 or limit, 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; and
       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.

15. Confidentiality

    1. In these 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 Terms of Use:

       1. concerning or related to Supnet;
       2. if you are a Client, concerning or related to a Care Worker;
       3. if you are a Care Worker, concerning or related to a Client;
       4. that is designated as confidential by Supnet or which you ought 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 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 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; and
       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.

16. 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 Terms of Use, including personal information of a Client or a Care Worker (or any of their personnel), you must:

       1. deal with the personal information only for the purposes of exercising your rights or performing your obligations under these Terms of Use;
       2. not disclose or permit the disclosure of the personal information to any third party unless expressly required under these Terms of Use; or
       3. comply with the Privacy Actand any other applicable legislation governing personal information and privacy (Privacy Laws) in respect of the personal information 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 Supnetto 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; and
       5. not do or omit to do any act that would put Supnet in breach of any Privacy Laws.

17. Suspension and termination

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

       1. on 30 days' notice 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 and/or Supnet Services;
       2. deny, suspend or terminate all or part of your access to the Website or your Account without prior notice where, in our reasonable opinion, you fail to comply with these Terms of Use.(b) terminate all or part of your access to the Platform or your Account: (i) for your material breach of these Terms of Use, or (ii) for any breach of these Terms of Use by you that is unremedied within 10 Business Days' notice; or (iii) if you are insolvent or bankrupt, unable to pay your debts as they fall due or are subject to an analogous event or circumstance; or
       3. suspend all or part of your access to the Platform or your Account if, in our reasonable opinion, you fail to comply with these Terms of Use, until the failure is remedied, and where reasonably practical we will notify you of the suspension prior to or at the time of suspension, or otherwise as soon as reasonably practical after that.

    2. The rights of suspension and termination in clause 17.1(b) may be exercised at our option with regard specifically to one or more of the Supnet Services or with regard to the Terms of Use as a whole. In the event of the termination of the Terms of Use with regard to one or more specified of the Supnet Services, the Terms of Use will continue in full force and effect with regard to the Platform and the remaining Supnet Services.

    3. Without limiting our rights under these Terms of Use or at law, you may:

       1. terminate your Account and your use of the Platform at any time for convenience on immediate written notice to us, unless you have agreed to pre-pay or pay for a minimum period or recurring period, in which case you are only entitled to terminate your Account and your use of the Platform for convenience at the end of that minimum period or recurring period; and/or
       2. terminate your Account and your use of the Platform: (i) for our material breach of these Terms of Use, or (ii) for any material breach of these Terms of Use by us that is unremedied within 10 Business Days' notice; or (iii) if we are insolvent, unable to pay our debts as they fall due or are subject to an analogous event or circumstance.

    4. You acknowledge and agree that our suspension or termination of your access to the Platform and/or your Account, as permitted under these 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 Service Fees, Client 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 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, where the suspension or termination is exercised by Supnet in accordance with Supnet's rights under these Terms of Use.

18. 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, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.

19. General

    1. You must not assign, license or subcontract your rights and obligations under these Terms of Use to any third party. We may assign the benefit of these Terms of Use, and transfer our rights and obligations by notice, 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 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 Terms of Use constitute the entire agreement between the parties concerning the matters dealt with pursuant to these Terms of Use.

    5. These 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 Website (including any content on the Website) complies with the laws (including intellectual property laws) of any jurisdiction outside of the jurisdiction referred to in clause 17.5. You are solely responsible for complying with the law of the jurisdiction in which you access or use the Website.

    7. If a provision in these 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 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 Terms of Use.