Terms of Service

These Terms of Service (“Terms”) form a legal agreement between Wondertree Studios Pty Ltd (ACN 699 886 498, ABN 82 699 886 498) of Level 10, 387 George Street, Sydney NSW 2000, Australia (“Wondertree”, “we”, “us”, “our”) and the organisation that subscribes to OneForce Care (“Customer”, “you”, “your”). Wondertree develops and operates OneForce Care, a workforce management platform for NDIS and disability-support providers (the “Service”).

By creating an account, accepting an Order Form, or using the Service, you agree to these Terms. If you accept on behalf of an organisation, you confirm you have authority to bind that organisation, in which case “you” refers to that organisation and not to you personally.

Order of precedence

These Terms work together with a small number of other documents. If there is a conflict between them, the following order of precedence applies, from highest to lowest:

1. a signed Order Form, to the extent it expressly varies these Terms;
2. the Early Access Terms, for as long as your account is in early access;
3. these Terms;
4. the Acceptable Use Policy and Privacy Policy.

1. Definitions and interpretation

1.1 In these Terms, unless the context requires otherwise:

• “Agreement” means these Terms, together with your Order Form and the policies referenced in these Terms.
• “Authorised User” means an individual you permit to access the Service under your account, including your employees, contractors, and support workers using the Worker App.
• “Business Day” means a day that is not a Saturday, Sunday or public holiday in New South Wales.
• “Customer Data” means all data, records and content that you or your Authorised Users submit to, or generate using, the Service, including participant records, worker records, shift and roster data, timesheets, notes, incident reports and documents.
• “Effective Date” means the date you first accept these Terms, whether by signing an Order Form, creating an account, or otherwise using the Service.
• “Fees” means the subscription and other fees payable for the Service as set out in your Order Form or plan.
• “NDIS” means the National Disability Insurance Scheme.
• “Order Form” means an order, subscription plan, or sign-up flow through which you agree to pay for access to the Service.
• “Service” means the OneForce Care web application, the OneForce Care Worker App (the companion mobile application used by support workers to view shifts, clock in and out, and submit notes), and any related services, updates and documentation we provide.
• “SCHADS Award” means the Social, Community, Home Care and Disability Services Industry Award, as varied from time to time.
• “Worker App” means the mobile application component of the Service described above.

1.2 Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”. A reference to a policy (such as our Privacy Policy) means that policy as updated from time to time and available at oneforce.com.au/care/legal. A reference to legislation includes regulations and instruments made under it, and any amendment or replacement of it.

2. The Service

2.1 OneForce Care provides software for NDIS and disability-support providers to manage:

• scheduling and rostering of support workers;
• participant records and support plans;
• workforce compliance, qualifications and onboarding;
• shift delivery, notes and incident reporting;
• timesheets and payroll support calculations;
• NDIS claiming support and invoicing; and
• related administrative functions,

delivered through the web platform and the Worker App.

2.2 We may add, change, deprecate or remove features of the Service over time, including as part of ongoing development during early access. Where a change materially reduces core functionality you actively rely on, we will give you reasonable notice where practical.

2.3 The Service is currently offered on an early access basis. Section 12 and the Early Access Terms describe what that means, including that the Service must not be your sole system of record and that outputs must be independently verified before you rely on them.

3. Accounts and eligibility

3.1 To use the Service, you must be a registered business or organisation capable of entering a binding contract, and the individual accepting these Terms must be authorised to do so on your behalf.

3.2 You are responsible for:

• (a) providing accurate, current and complete information when creating your account and keeping it up to date;
• (b) all activity that occurs under your account and each Authorised User’s account;
• (c) keeping login credentials, passwords and multi-factor authentication methods confidential and secure;
• (d) configuring role-based permissions so that Authorised Users only access the records and functions appropriate to their role; and
• (e) notifying us promptly at hello@oneforce.com.au if you become aware of any unauthorised access to, or use of, your account.

3.3 You must ensure that each individual with access to the Service, including every Authorised User of the Worker App, is bound by obligations at least as protective of us and of participant and worker data as those in these Terms and our Acceptable Use Policy, and you are responsible for their compliance with these Terms as if it were your own.

3.4 You may only create accounts for, or grant access to, individuals who are genuinely engaged by your organisation. Account access is not transferable between organisations, and you must deactivate an Authorised User’s access promptly once they stop being engaged by you.

4. Your responsibilities as a provider

The Service is a tool that supports your operations. It does not replace your obligations as an NDIS or disability-support provider, an employer, or a data controller. Specifically:

4.1 Accuracy of data. You are responsible for the accuracy, completeness and lawfulness of all Customer Data entered into the Service, including participant details, support needs, funding and plan information, worker records, timesheets and shift notes. We are not responsible for errors, omissions or consequences arising from inaccurate or incomplete data you or your Authorised Users provide.

4.2 NDIS compliance. You remain solely responsible for your compliance with the NDIS Act 2013 (Cth), the NDIS Practice Standards, your conditions of registration (if registered), and all other regulatory obligations applicable to your organisation. The Service assists with scheduling, records and claim preparation, but:

• (a) does not determine your compliance obligations;
• (b) does not verify a participant’s plan budget, eligibility or funding category on your behalf; and
• (c) does not submit claims to the NDIS or any other funder without your review and authorisation.

4.3 Workforce and award decisions. Decisions about employment classifications, award or enterprise agreement coverage, pay rates, allowances, entitlements, rostering under the SCHADS Award (or any other applicable industrial instrument), and payroll are your decisions as employer. Any pay calculations, award interpretations or rate suggestions produced by the Service are provided as a tool to assist you and must be reviewed and confirmed by you, or by your qualified payroll or HR advisor, before you rely on them. See Section 13 (Disclaimers).

4.4 Consents. You are responsible for obtaining all consents, and having a lawful basis, required to collect, store and use the personal and sensitive information (including health information) you enter into the Service, for both participants and workers.

4.5 Your Authorised Users. You are responsible for training your Authorised Users on the correct use of the Service and for ensuring their use complies with these Terms, our Acceptable Use Policy, and applicable law.

4.6 Record keeping. You must maintain your own independent records sufficient to meet your regulatory, employment and taxation obligations, in addition to any records held in the Service. See the Early Access Terms for more on why this matters while the Service is in early access.

5. Acceptable use

You and your Authorised Users must use the Service in accordance with our Acceptable Use Policy, which forms part of these Terms. Among other things, that policy prohibits unlawful use, unauthorised access, security testing without permission, and use that places unreasonable load on our infrastructure. We may investigate suspected breaches and may suspend or restrict access where use threatens the security, integrity, availability or reputation of the Service, or breaches these Terms, as described in Section 17.

6. Fees and payment

6.1 Subscription fees. Access to the Service is provided on a subscription basis. The Fees, billing frequency, subscription term and any trial or introductory terms are as set out in your Order Form or the plan you select.

6.2 Trial periods. If we offer you a free trial or early access period at no charge, these Terms still apply during that period, but no Fees are payable unless and until you subscribe to a paid plan. We may end a free trial at any time.

6.3 Currency and GST. Unless stated otherwise, Fees are quoted in Australian dollars. Where GST applies to a supply under these Terms, you must pay us an additional amount equal to the GST payable on that supply, at the same time as the Fee to which it relates, and we will issue a valid tax invoice.

6.4 Invoicing and payment terms. We will invoice you in accordance with your Order Form. Unless your Order Form states otherwise, invoices are payable within 14 days of the invoice date. Fees are non-refundable except as expressly stated in your Order Form or as required by law.

6.5 Late payment. If an invoice is not paid by its due date, we may:

• (a) charge interest on the overdue amount at the rate prescribed under the Penalty Interest Rates Act 1983 (NSW) from time to time, accruing daily from the due date until paid; and
• (b) suspend access to the Service, in accordance with Section 17, after giving you at least 7 days’ notice of the overdue amount.

6.6 Fee changes. We may change our Fees for future subscription terms by giving you at least 30 days’ written notice before the change takes effect. Fee changes will not apply retrospectively to a subscription term you have already paid for.

6.7 Taxes. You are responsible for any taxes, duties or levies associated with your purchase, other than taxes on our net income.

7. Third-party services you connect

7.1 Integrations generally. The Service may allow you to connect third-party services to extend its functionality, such as connecting your Xero account to synchronise invoicing and accounting data. When you connect a third-party service, you authorise us to exchange data between the Service and that third-party service as needed to provide the integration.

7.2 Third-party terms apply. Your use of any connected third-party service is governed by your own agreement with that provider (for example, your Xero subscription terms). We do not control, and are not responsible for, the availability, functionality, security, accuracy, or content of third-party services, or for how they handle data once it has been sent to them.

7.3 Document signing. The Service may allow you to send documents (such as service agreements or employment documents) for electronic signature using a third-party electronic signature provider integrated into the Service. Electronically signed documents are subject to the terms of that signature provider and applicable electronic transactions law, including the Electronic Transactions Act 2000 (NSW). You are responsible for ensuring the documents you send for signature, and the signatories you nominate, are appropriate for your intended purpose and legally effective for that purpose.

7.4 Accuracy of synchronised data. Where an integration transfers Customer Data (such as invoices or pay data) to a connected third-party service, you remain responsible for reviewing that data in the third-party service before relying on it, consistent with Section 13.

7.5 Disconnecting integrations. You may disconnect a third-party integration at any time through the Service. Disconnecting an integration does not automatically delete data already synchronised to the third-party service; that is managed under your agreement with that provider.

8. Intellectual property

8.1 The Service, including its software, source code, user interface, design, documentation, trade marks and all associated intellectual property rights, is owned by Wondertree or our licensors. These Terms do not transfer any intellectual property in the Service to you.

8.2 We grant you a limited, non-exclusive, non-transferable licence to access and use the Service during your subscription term, solely for your internal business purposes and in accordance with these Terms.

8.3 You must not, and must not permit any person to:

• (a) copy, modify, or create derivative works based on the Service;
• (b) reverse engineer, decompile or disassemble the Service, except to the extent applicable law prevents this restriction;
• (c) resell, sublicense, rent, lease or make the Service available to any third party, except as expressly permitted by these Terms; or
• (d) remove or obscure any proprietary notices in the Service.

8.4 You retain ownership of, or your existing rights in, any content, logos or materials you upload to the Service for your own use (for example, your organisation’s logo on generated documents). You grant us a licence to use that material solely to provide the Service to you.

9. Customer Data

9.1 You own your data. As between you and us, you and your Authorised Users retain all right, title and interest in Customer Data. Nothing in these Terms transfers ownership of Customer Data to us.

9.2 Licence to operate the Service. You grant us a non-exclusive, worldwide licence to:

• (a) host, store, copy and transmit Customer Data;
• (b) back up Customer Data as part of our standard operating practices; and
• (c) otherwise access and process Customer Data,

solely as needed to provide, maintain, secure and support the Service to you, to comply with our legal obligations, and, in de-identified or aggregated form only, to monitor performance and improve the Service.

9.3 No use for other customers. We will not use your Customer Data to train, benchmark, or improve products for the benefit of other customers, and will not sell your Customer Data, other than as permitted under Section 9.2.

9.4 Export and deletion. You may export Customer Data from the Service using the export tools we provide, or on request, during your subscription term. Section 17 describes what happens to Customer Data on termination.

9.5 Back-ups are not a substitute for your own records. While we take reasonable steps to back up the Service (see our Security page), you must maintain your own copies or exports of critical Customer Data, particularly during early access. See the Early Access Terms.

10. Confidentiality

10.1 Each party may receive confidential, non-public information of the other party in connection with these Terms (“Confidential Information”), including business, technical and pricing information, and, for us, Customer Data.

10.2 Each party must:

• (a) keep the other’s Confidential Information confidential;
• (b) use it only to perform its obligations or exercise its rights under these Terms; and
• (c) disclose it only to personnel, contractors or advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 10.

10.3 These obligations do not apply to information that:

• (a) is or becomes public without breach of these Terms;
• (b) was already lawfully known to the receiving party without an obligation of confidence;
• (c) is independently developed without reference to the disclosing party’s Confidential Information; or
• (d) must be disclosed by law, provided the receiving party gives the disclosing party notice where legally permitted before disclosing it.

10.4 Each party’s confidentiality obligations continue for 3 years after termination of these Terms, except for Customer Data containing personal information, which remains confidential for as long as we hold it.

11. Privacy

We handle personal information, including Customer Data containing personal and sensitive information, in accordance with our Privacy Policy, our Security practices, and our Data residency commitments. As described in our Privacy Policy, where Customer Data includes personal information about participants or workers, we process that information on your behalf and on your instructions; you remain responsible as between you and the individuals concerned for your own obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

12. Service availability

12.1 We aim for the Service to be reliably available, and we monitor and maintain the infrastructure the Service runs on. However, we do not guarantee uninterrupted, error-free or continuous availability. Availability depends in part on third-party cloud infrastructure and networks outside our control.

12.2 No uptime guarantee during early access. While your account is in early access, as described in our Early Access Terms, we do not offer a service level agreement, uptime commitment, or guaranteed recovery time, and outages, degraded performance or data loss may occur without notice. You must maintain independent records as described in the Early Access Terms.

12.3 From time to time we may need to suspend access for scheduled or emergency maintenance. Where practical, we will schedule maintenance to minimise disruption and give you reasonable notice of planned downtime.

12.4 Our support is available by email at hello@oneforce.com.au during business hours (9:00am to 5:00pm Sydney time, Business Days). Support response times are not guaranteed during early access unless otherwise agreed in your Order Form.

13. Disclaimers

13.1 Calculations are a tool, not a substitute for your judgement. The Service produces calculations and outputs to assist you, including but not limited to SCHADS Award and other pay calculations, NDIS price guide and line item calculations, timesheet and roster summaries, and invoices and claim exports. These outputs are generated using rules and data configured in the Service and are provided as a tool only.

13.2 You must verify outputs before relying on them. You must independently review and verify the accuracy of any calculation, roster, timesheet, pay amount, invoice, or NDIS claim generated by the Service before you:

• (a) rely on it for any business, financial, legal or compliance purpose;
• (b) pay, or authorise payment to, any worker; or
• (c) lodge, submit or claim against a participant’s NDIS plan or any other funding source.

13.3 We are not responsible for underpayments, overpayments, incorrect claims, rejected claims, regulatory action, or any other loss arising from your reliance on an unverified or incorrectly configured calculation or output, including where the Service’s default rules, rates or price guide data are out of date, misconfigured, or do not reflect an award variation, enterprise agreement, NDIS price guide update, or your specific circumstances.

13.4 “As is” basis. Except as expressly stated in these Terms, and to the extent permitted by law, the Service is provided “as is” and “as available” without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

13.5 Nothing in this Section 13 limits your non-excludable rights under the Australian Consumer Law; see Section 14.

14. Your rights under the Australian Consumer Law

14.1 Some of our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (“ACL”). Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy you have under the ACL or any other law that cannot lawfully be excluded, restricted or modified.

14.2 To the extent the Service is not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the extent permitted by the ACL, our liability for a failure to comply with a consumer guarantee is limited, at our option, to one or more of: resupplying the Service, or paying the cost of having the Service resupplied.

14.3 If you consider you have not received a consumer guarantee under the ACL, contact us using the details in Section 21 and we will work with you to resolve it.

15. Limitation of liability

15.1 To the maximum extent permitted by law, neither party is liable to the other for any indirect, special, incidental or consequential loss, or for loss of profits, revenue, anticipated savings, business opportunity, or goodwill, arising out of or in connection with these Terms or the Service, even if advised of the possibility of such loss.

15.2 To the maximum extent permitted by law, and subject to Sections 14 and 15.4, our total aggregate liability arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees you paid us for the Service in the 12 months immediately before the event giving rise to the liability.

15.3 The limitations in this Section 15 apply cumulatively across all claims arising in the relevant period, not separately to each claim.

15.4 Nothing in these Terms limits or excludes:

• (a) liability that cannot be limited or excluded by law, including your rights under the ACL described in Section 14;
• (b) either party’s liability for fraud, wilful misconduct, or death or personal injury caused by negligence; or
• (c) your obligation to pay Fees that are due.

16. Indemnity

You agree to indemnify and hold Wondertree, our officers, employees and contractors harmless against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal costs) arising out of or in connection with:

• (a) your breach of these Terms, the Acceptable Use Policy or the Early Access Terms;
• (b) your, or an Authorised User’s, unlawful or unauthorised use of the Service;
• (c) Customer Data you submit, including any lack of consent or lawful basis to collect or use it; or
• (d) your failure to independently verify a calculation or output as required under Section 13, to the extent the claim arises from that failure.

This indemnity does not apply to the extent the claim arises from our breach of these Terms or our negligence.

17. Suspension and termination

17.1 Suspension. We may suspend your, or an Authorised User’s, access to all or part of the Service, with notice where practical (or without notice where we reasonably believe there is an immediate risk to security, the Service, or personal information), where:

• (a) you breach these Terms, the Acceptable Use Policy, or the Early Access Terms and do not remedy the breach within a reasonable period after notice (where capable of remedy);
• (b) Fees are overdue and remain unpaid after we have given you notice under Section 6.5;
• (c) we reasonably believe use of the Service poses a security risk, may cause us legal liability, or may disrupt the Service for other customers; or
• (d) required by law or a competent authority.

17.2 Termination by you. You may terminate your subscription in accordance with your Order Form, or, where no minimum term applies, by giving us at least 30 days’ written notice.

17.3 Termination by us. We may terminate these Terms or your subscription:

• (a) for convenience, by giving you at least 60 days’ written notice; or
• (b) immediately, if you materially breach these Terms and do not remedy the breach within 14 days of us notifying you (where capable of remedy), or if you become insolvent, enter administration, or cease to carry on business.

17.4 Effect of termination. On termination or expiry of your subscription:

• (a) your right to access the Service ends;
• (b) you remain liable for Fees accrued up to the effective date of termination;
• (c) we will make Customer Data available for export for 30 days following termination, after which we may delete or de-identify it, except where we are required to retain it for longer to meet our own legal obligations; and
• (d) you are responsible for exporting any Customer Data you wish to keep before that 30-day period ends.

17.5 Sections 8, 9.1, 10, 13, 14, 15, 16, 17.4, 20 and 21 survive termination of these Terms.

18. Changes to these Terms

We may update these Terms from time to time, including to reflect changes to the Service, our business, or the law. Where a change is material, we will take reasonable steps to notify you, such as by email or an in-app notice, at least 14 days before it takes effect, except where a change is required immediately for legal or security reasons. Continuing to use the Service after a change takes effect means you accept the updated Terms. If you do not agree to a material change, you may terminate your subscription in accordance with Section 17.2 before the change takes effect.

19. General

19.1 Assignment. You may not assign or transfer these Terms without our prior written consent, not to be unreasonably withheld. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets relating to the Service, on notice to you.

19.2 Force majeure. Neither party is liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, internet or telecommunications failures, or third-party cloud infrastructure outages, provided the affected party uses reasonable efforts to mitigate the impact and notifies the other party.

19.3 Severability. If any provision of these Terms is found unenforceable, the remaining provisions continue in full force, and the unenforceable provision will be read down to the minimum extent necessary to make it enforceable.

19.4 No waiver. A failure to enforce a provision of these Terms is not a waiver of that provision or any other provision.

19.5 Relationship of the parties. These Terms do not create a partnership, joint venture, agency or employment relationship between you and us.

19.6 Entire agreement. These Terms, together with your Order Form and the policies referenced in these Terms, constitute the entire agreement between you and us regarding the Service, and supersede any prior discussions, representations or agreements on that subject.

19.7 Notices. We may give you notice under these Terms by email to the account or billing contact on your account, or by an in-app notice. You may give us notice by email to hello@oneforce.com.au.

20. Governing law

These Terms, and any dispute arising out of or in connection with them or the Service, are governed by the laws of New South Wales, Australia. You and we submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from those courts.

21. Contact

Questions about these Terms? Email hello@oneforce.com.au, or write to Wondertree Studios Pty Ltd, Level 10, 387 George Street, Sydney NSW 2000, Australia.