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.
You acknowledge that Supnet is a technology services provider, and that the Platform:
You acknowledge and agree that, to the extent permitted by law, Supnet does not:
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).
In creating and maintaining an Account, you represent and warrant that:
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.
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
You must not:
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.
To the maximum extent permitted by law:
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.
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.
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).
Unless otherwise specified:
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.
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.
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.
We will provide the agreed Modules described in a Statement of Work on the basis set out in clause 7.
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).
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.
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.
We are not responsible for any issues that arise as a result of or in connection with:
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.
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:
Unless otherwise specified in the Statement of Work:
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.
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.
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.
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.
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.
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).
We will notify you once the Deliverables have passed the Acceptance Testing.
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.
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.
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.
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.
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.
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.
You warrant, and must ensure, that all User Content you submit:
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).
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.
If you are a Care Worker, you agree that we may:
The provisions of this clause 12 apply to users who are Providers.
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.
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:
You acknowledge and agree that as between you and Supnet:
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.
You must not:
This clause 13 applies to users who are Care Workers.
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:
You acknowledge and agree that as between you and Supnet:
You must immediately notify any incidents of actual or suspected abuse or neglect of a Client to the relevant authority.
You must not:
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.
Each Services Contract must:
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.
The Care Worker and Provider are solely responsible (to the exclusion of Supnet) for ensuring that their Services Contract complies with all applicable laws.
Platform Fees
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.
Process
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).
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.
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.
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.
The Platform, all Deliverables (including any Modules and the results and proceeds of any Professional Services), and all content on the Platform:
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:
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:
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:
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.
To the extent permitted at law, in respect of any liability which Supnet cannot exclude, Supnet's liability will be limited to:
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:
Except as required by law, or as otherwise agreed by Supnet, you agree and warrant:
You must immediately notify Supnet in writing of any actual, threatened or suspected unauthorised disclosure of any Confidential Information.
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:
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:
Without limiting our rights under these Business Terms of Use or at law, we may:
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.
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:
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.
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.
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.
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.
These Business Terms of Use constitute the entire agreement between the parties concerning the matters dealt with pursuant to these Business Terms of Use.
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.
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.
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.