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:

a signed Order Form, to the extent it expressly varies these Terms;
the Data Processing Addendum, in relation to our handling of personal information contained in Customer Data;
the Early Access Terms, for as long as your account is in early access;
these Terms;
the Acceptable Use Policy and Privacy Policy.

For clarity, the Early Access Terms do not displace the Data Processing Addendum or the Privacy Policy. Our privacy, security and data-handling commitments apply in full while your account is in early access.

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 Data, Worker Data, shift and roster data, timesheets, notes, incident reports, tasks, financial records and documents.
“DPA” means our Data Processing Addendum, which forms part of this Agreement.
“Early Access Terms” means our Early Access Terms.
“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.
“Participant” means an NDIS participant or other care recipient whose record you hold in the Service.
“Participant Data” means Customer Data about a Participant, including identity, contact, health, support, plan, funding, consent, incident, financial and document information.
“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).
“Privacy Policy” means our Privacy Policy.
“SCHADS Award” means the Social, Community, Home Care and Disability Services Industry Award, as varied from time to time.
“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, record travel and submit notes), and any related services, updates and documentation we provide.
“Subprocessor” means a service provider we engage that handles Personal Information contained in Customer Data in helping us deliver the Service.
“Worker” means a support worker, coordinator or other staff member whose employment, compliance or rostering record you hold in the Service.
“Worker Data” means Customer Data about a Worker, including identity, contact, employment, engagement, compliance, screening, roster, attendance, pay, work-related location, note and document information.
“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/legal. A reference to legislation includes regulations and instruments made under it, and any amendment or replacement of it. A reference to a person includes a body corporate. Where a period is expressed in days, it means calendar days unless the term says Business Days.

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, plans, budgets and support agreements;
workforce compliance, qualifications and onboarding;
shift delivery, travel capture, notes and incident reporting;
timesheets and payroll support calculations;
NDIS claiming support, invoicing and payment reconciliation; and
related administrative functions,

delivered through the web platform and the Worker App.

2.2 We may add, change, deprecate or remove features as the Service develops. If a planned change materially reduces core functionality in a paid plan, we will give at least 30 days’ notice where reasonably practicable. If we cannot provide a reasonable alternative, you may terminate the affected subscription before the change takes effect and receive a pro-rata refund of prepaid Fees for the unused period. Advance notice may not be possible for urgent security, legal or continuity changes, or where a third-party service ends or changes a dependency outside our reasonable control.

2.3 Early access. Some accounts are subject to the Early Access Terms. Your account is in early access if we have told you it is, or if you subscribed while our early access programme was open and we have not since told you that your account has moved to general availability. While your account is in early access, the Early Access Terms apply in addition to these Terms, including that the Service must not be your sole system of record and that outputs must be independently verified before you rely on them. Section 15 describes what that means for availability and support.

2.4 Configuration is yours. The Service includes settings that affect available functions, permissions, workflows and user experience. You are responsible for your configuration choices and for reviewing them when relevant settings change.

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;
(e) configuring and reviewing the security settings available to your organisation; and
(f) 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.

3.5 Each Authorised User account is for one individual. Shared or generic logins defeat the audit trail that both of us rely on, and are not permitted.

3.6 Evidence of electronic acceptance. When you accept this Agreement electronically, we may retain reasonable records of the person and organisation accepting, the agreement accepted, and the time and method of acceptance. You agree that those records may be used as evidence of acceptance, subject to any right that cannot lawfully be excluded. They are Account Data handled under our Privacy Policy.

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 the organisation accountable for the personal information you collect. 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, including data you import in bulk.

4.2 NDIS compliance. You remain solely responsible for your compliance with the NDIS Act 2013 (Cth), the NDIS Practice Standards, the NDIS Code of Conduct, 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;
(c) does not submit claims to the NDIS or any other funder without your review and authorisation; and
(d) does not make or lodge a reportable incident notification to the NDIS Quality and Safeguards Commission for you. Deadline prompts in the Service are a convenience, not a substitute for your own assessment and reporting.

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 16 (Disclaimers).

4.4 Consents and collection notices. You are responsible for obtaining all consents, and having a lawful basis, required to collect, store and use the Personal Information (including health information) you enter into the Service, for both participants and workers, and for giving those individuals the collection notices your own privacy obligations require. The Service’s consent records and signed agreements help you evidence that work; they do not do it for you.

4.5 Worker monitoring. Some optional features record attendance, activity, travel or work-related location information. You are responsible for enabling and using those features lawfully, including giving any required notice or consultation and obtaining any required consent or industrial-instrument authority.

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. Retention requirements vary by record and circumstance. Your subscription does not discharge those obligations. Section 11 explains how to export records.

4.7 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.

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, misuse of the messaging and signing features, 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 20.

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 No fees during early access. While your account is in early access, no Fees are payable for the Service unless you have separately agreed to a paid plan in writing. Section 9 of the Early Access Terms explains how a paid plan can start, including that we will not move you onto one without your agreement, and that you may terminate without fee if you do not accept a plan we offer.

6.3 Trial periods. If we offer you a free trial 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 or change a free trial on reasonable notice. We may end it immediately where continued access creates a security, legal or abuse risk, or where you breach this Agreement.

6.4 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.

6.5 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.

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

(a) charge interest on the overdue amount at the lower of 1.5% per month and the maximum rate permitted by law, accruing daily from the due date until paid; and
(b) suspend access to the Service, in accordance with Section 20, after giving you at least 7 days’ notice of the overdue amount.

6.7 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. If you do not accept a fee change, you may terminate under Section 20.2 before it takes effect.

6.8 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 a service you choose to connect is governed by your agreement with that provider (for example, your Xero subscription terms). We are not responsible for that service’s availability, functionality, accuracy or handling of data except to the extent loss is caused by our breach of this Agreement, negligence, or failure to carry out the connection as you authorised. This clause does not reduce our obligations for a service provider we appoint as a Subprocessor under the DPA.

7.3 Scope of the connection. We will only exchange the data reasonably required for the integration you have enabled, and only with the organisation or account you connected. We handle connection credentials in accordance with our security practices.

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 16.

7.5 Disconnecting integrations. You may disconnect a third-party integration at any time through the Service, which revokes our ability to use the stored credentials. 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. Electronic signatures and electronic communications

8.1 What the signing feature is. The Service lets you send documents to a nominated signatory for electronic signature and retain the completed copy as Customer Data. Our Data residency page describes the applicable location commitments.

8.2 Legal effect. Electronic signatures may have legal effect under the Electronic Transactions Act 1999 (Cth) and corresponding State and Territory legislation. Whether electronic execution is valid and appropriate depends on the document, parties, authority, consent and applicable law. You are responsible for that assessment.

8.3 Your consent to sign and to be given documents electronically. By using the Service, you consent to entering into agreements with us electronically and to receiving notices, invoices, tax invoices and other documents from us in electronic form, including by email and by in-app notice. You may withdraw that consent for future communications by writing to us, in which case we may need to change how we deliver the Service to you.

8.4 Consent of signatories. You are responsible for ensuring each signatory you nominate consents to signing and receiving that document electronically, and that electronic signing is legally effective for the document and the parties involved. Some documents, in some circumstances, cannot be signed electronically or need additional formalities. Where a signatory is a nominee, guardian or other representative, you are responsible for confirming their authority to sign.

8.5 Signing records. The Service maintains reasonable records of signing activity and the completed document. Those records form part of Customer Data and may be used as evidence, subject to applicable law.

8.6 Custody of the executed record. The completed document is Customer Data. You own it, can access or export it during your subscription, and remain responsible for retaining any copy required for your records.

8.7 What we do not do. Unless expressly agreed in writing, we do not independently verify a signatory’s identity or authority, witness a signature, or advise on the validity or suitability of a document or execution method. You must arrange any additional verification, witnessing or formality you require.

9. Intellectual property

9.1 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.

9.2 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.

9.3 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.

9.4 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.

9.5 The Service includes third-party open-source components, which are licensed to you under their own licence terms. Nothing in these Terms limits your rights under those licences.

10. Customer Data

10.1 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.

10.2 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.

10.3 No unrelated commercial data products. We will not sell Customer Data or use it to create or benchmark an unrelated commercial data product for other customers.

10.4 Our access to your workspace. Our personnel access Customer Data only where needed to operate, support or secure the Service, or where you ask us to. Section 14 sets out the controls that apply to our people, and the DPA sets them out as contractual obligations.

10.5 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.

11. Export, retention and return of your data

11.1 Self-service export. During your subscription you may use the export and download functions made available in the Service at no additional charge. Available content, formats and functions may vary as the Service changes.

11.2 Assisted export on request. If the self-service tools do not cover a reasonable exit export you need, ask us in writing. We will use commercially reasonable efforts to provide a standard export of Customer Data in the formats we ordinarily support within 30 Business Days, subject to identity, authority, security and technical checks. One standard assisted exit export is included at no additional charge. Custom formats, transformation, repeated requests or substantial engineering work may be charged at rates agreed with you before work starts.

11.3 Export before you leave. You should export the Customer Data you require before your subscription ends. Access and export options may be more limited after termination.

11.4 Retention while your subscription is active. We hold Customer Data while your account is active and you instruct us to hold it. Deletion and archiving have different effects in the Service. Residual copies of deleted data may remain temporarily in protected backups until they expire through our ordinary lifecycle.

11.5 What happens on exit. Section 20.4 sets out the position on termination: a 30-day window in which we make Customer Data available for export, and deletion or de-identification after it, except where we must retain something to meet our own legal obligations.

11.6 Our retention is not your record-keeping. You must determine and meet the retention schedule that applies to you. Nothing in this Agreement makes the Service your statutory archive. Keep your own copies of records you are required to retain.

12. Confidentiality

12.1 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.

12.2 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 12.

12.3 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.

12.4 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.

13. Privacy and data protection

13.1 We handle Personal Information, including Customer Data containing personal and sensitive information, in accordance with our Privacy Policy, the DPA, our Security practices, and our Data residency commitments.

13.2 Where Customer Data includes Personal Information about participants or workers, you are the organisation accountable for that information and we process it on your behalf and on your documented instructions. Your instructions are your use of the Service’s features, your configuration choices, and any written instruction you give us. 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.

13.3 The DPA applies automatically to your subscription and sets out, as binding terms: the scope and nature of our processing; the confidentiality and access controls that apply to our personnel; our Subprocessor categories and change process; reasonable assistance with individual-rights and breach obligations; proportionate information rights; and return or deletion of Customer Data on exit. You do not need a separately signed counterpart for the published DPA to apply. Any request for a separate counterpart or customer paper is subject to our review and written agreement.

13.4 Security-incident notification and assistance are governed by clause 8 of the DPA and applicable law.

14. Our people and subcontractors

14.1 Our people. We limit access to Customer Data to authorised personnel who require it to provide, support, secure or operate the Service. Those personnel are subject to appropriate confidentiality, access and security obligations.

14.2 Subcontractors and Subprocessors. We may engage subcontractors and Subprocessors to help deliver the Service. We remain responsible for our obligations under this Agreement when we use them, subject to Section 18, and manage them in accordance with the DPA.

14.3 Your people. You remain responsible for your Authorised Users, their screening, permissions and conduct. Section 3 and the Acceptable Use Policy apply.

15. Service availability and support

15.1 We aim for the Service to be reliably available. However, except where expressly agreed in an Order Form, we do not guarantee uninterrupted, error-free or continuous availability.

15.2 No service level during early access. Unless agreed in an Order Form, we do not offer a service level agreement, uptime commitment or guaranteed recovery time during early access. You must maintain independent records as described in the Early Access Terms.

15.3 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.

15.4 Support. Support is available by email at hello@oneforce.com.au and through available in-Service support channels. Response and resolution times are not guaranteed unless agreed in an Order Form.

15.5 Reporting a problem. You must report suspected errors or security issues promptly and avoid relying on an output you reasonably believe may be incorrect.

16. Disclaimers

16.1 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, travel distances and mileage, cancellation notice and charge eligibility, incident reporting deadlines, 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.

16.2 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.

16.3 To the extent permitted by law, we are not responsible for an underpayment, overpayment, incorrect or rejected claim, regulatory action or other loss to the extent it is caused by your failure to verify an output, your configuration, inaccurate Customer Data, an enterprise agreement or circumstance you did not tell us about, or your use of an outdated output after an update was made available. This clause does not exclude responsibility to the extent the loss is caused by our breach, negligence, or a consumer guarantee that cannot be excluded.

16.4 Not professional advice. The Service, our help centre and our NDIS resource guides are general information about how the software works and how the scheme operates. They are not legal, industrial relations, accounting, tax or clinical advice, and they are not a substitute for advice from a qualified adviser about your circumstances.

16.5 No unstated guarantees. Except for an express commitment in this Agreement and a right that cannot lawfully be excluded, we do not promise that the Service will meet every particular business, industrial, regulatory or technical requirement, or that every feature will always be available or error-free. You are responsible for assessing whether the Service and your configuration are suitable for your circumstances.

16.6 Nothing in this Section 16 limits your non-excludable rights under the Australian Consumer Law; see Section 17.

17. Your rights under the Australian Consumer Law

17.1 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.

17.2 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.

17.3 If you consider you have not received a consumer guarantee under the ACL, contact us using the details in Section 25 and we will work with you to resolve it.

18. Limitation of liability

18.1 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.

18.2 To the maximum extent permitted by law, and subject to Sections 17 and 18.4, each party’s total aggregate liability arising out of or in connection with this Agreement or the Service, whether in contract, tort (including negligence), under statute or otherwise, is limited to the greater of:

(a) the Fees paid or payable for the Service in the 12 months immediately before the event giving rise to liability; and
(b) A$10,000.

18.3 The limitations in this Section 18 apply cumulatively across all claims arising in the relevant period, not separately to each claim.

18.4 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 17;
(b) either party’s liability for fraud, wilful misconduct, or death or personal injury caused by negligence;
(c) your obligation to pay Fees that are due; or
(d) liability to the extent a limitation is not permitted by applicable law.

18.5 Each party must take reasonable steps to mitigate its loss. Neither party is liable for loss to the extent it is caused by the other party’s own breach, negligence, or failure to mitigate.

19. Indemnity

19.1 You indemnify Wondertree against a third-party claim, and reasonable external costs finally awarded or agreed in settlement, to the extent the claim is caused by:

(a) your material 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 16, to the extent the claim arises from that failure.

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

19.3 We will notify you promptly of a claim for which we seek indemnity, take reasonable steps to mitigate it, allow you to participate in its defence, and not settle it in a way that admits your fault or imposes a non-monetary obligation on you without your consent, not to be unreasonably withheld. We retain control of the defence where the claim also concerns our reputation, security, another customer or a regulator.

20. Suspension and termination

20.1 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 6.6;
(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.

20.2 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.

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

(a) for convenience, by giving you at least 60 days’ written notice and refunding prepaid Fees for the unused period after termination; 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.

20.4 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, using the self-service and standard assisted-export process in Section 11;
(d) after that 30-day period we may delete or de-identify Customer Data, except where we are required to retain it to meet our own legal obligations, and residual copies age out under the backup lifecycle described in Section 11.4;
(e) you are responsible for exporting any Customer Data you wish to keep before that 30-day period ends, and for meeting your own record-keeping obligations from your own copies.

20.5 Sections 9, 10.1, 11, 12, 13, 16, 17, 18, 19, 20.4, 21, 23, 24 and 25 survive termination of these Terms, along with any other provision which by its nature is intended to survive.

21. Dispute resolution

21.1 Talk to us first. If a dispute arises out of or in connection with this Agreement or the Service, the party raising it must give the other written notice describing the dispute, the outcome it wants, and the steps it thinks would resolve it. Neither party may start court proceedings about the dispute until it has followed this Section, except as allowed by Section 21.5.

21.2 Good-faith negotiation. Within 10 Business Days of that notice, each party must nominate a senior representative with authority to settle the dispute, and those representatives must meet, in person or by video, and negotiate in good faith to resolve it. If they have not resolved the dispute within 20 Business Days of the notice, either party may proceed to mediation.

21.3 Mediation. A dispute not resolved by negotiation must be referred to mediation administered by the Resolution Institute, or another mediation body the parties agree on, in accordance with that body’s mediation rules. The mediation will be held in Sydney, New South Wales, unless the parties agree otherwise, and may be conducted by video. The parties will share the mediator’s fees equally and bear their own costs of attending.

21.4 If mediation does not resolve it. If the dispute is not resolved within 20 Business Days of the mediation starting, or within any longer period the parties agree, either party may commence court proceedings.

21.5 Urgent relief and other rights preserved. Nothing in this Section prevents a party from seeking urgent interlocutory or injunctive relief from a court, or from taking steps to protect confidential information, personal information or intellectual property. Nothing in this Section limits your rights under the ACL, your right to complain to the OAIC under our Privacy Policy, or either party’s obligations to a regulator.

21.6 The Service keeps running. Each party must continue to perform its obligations under this Agreement while a dispute is being resolved, unless the Agreement has been terminated.

22. Changes to these Terms

We may update these Terms to reflect changes to the Service, our business, risk or the law. Where a change materially disadvantages you, we will take reasonable steps to notify you, such as by email to your account contact or an in-app notice, at least 30 days before it takes effect. A change required urgently for legal, security or continuity reasons may take effect sooner, with notice as soon as reasonably practicable. If you do not agree to a materially disadvantageous change, you may terminate by notice before it takes effect without the ordinary 30-day customer notice period and receive a pro-rata refund of prepaid Fees for the unused period. Continued use after the effective date constitutes acceptance where permitted by law. Changes to Subprocessors follow the DPA.

23. General

23.1 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate restructure or sale of assets relating to the Service, on notice to you.

23.2 Force majeure. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, provided the affected party uses reasonable efforts to mitigate the impact. This does not excuse an obligation to pay money that is already due.

23.3 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.

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

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

23.6 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. This does not exclude liability for misleading or deceptive conduct.

23.7 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, or by post to the contact address in Section 25. A notice by email is taken to be received on the next Business Day after it is sent, unless the sender receives a delivery failure.

23.8 Publicity. We will not name you, use your logo, or describe your organisation in our marketing without your prior written consent. If you give consent, you can withdraw it for future use at any time.

23.9 Business conduct. We do not offer, pay or accept bribes or improper payments, and we expect the same of anyone we engage. Concerns may be raised at hello@oneforce.com.au.

23.10 Counterparts and electronic execution. This Agreement may be entered into electronically and in counterparts, each of which is an original and which together form one agreement.

24. 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, subject to Section 21.

25. 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.