1.About these Terms
These Terms of Service (Terms) are a legal agreement between you, the person or organisation that registers for or uses the Platform (you, your or Customer), and Enrichment Care Pty Ltd (ABN 33 668 325 719) trading as Provider Scale, of Level 1, 457-459 Elizabeth Street, Surry Hills NSW 2010 (Provider Scale, we, us or our).
They apply to Provider Scale OS and to any related websites, applications, tools, integrations, support and services we provide (together, the Platform). By creating an account, clicking to accept, or accessing or using the Platform, you agree to these Terms. If you do not agree, you must not use the Platform.
These Terms incorporate our Privacy Policy and any acceptable use, fair use or product-specific terms we publish. If there is any inconsistency, a signed written agreement between us prevails, then these Terms, then any policy referred to in them.
We may update these Terms from time to time (see clause 26). The version in force is the one published on our website when you access the Platform.
2.Definitions
- Authorised User
- Any individual you permit to access the Platform under your account, including your staff, contractors, coordinators and administrators.
- Confidential Information
- Information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, business information, pricing, and the non-public features of the Platform.
- Customer Data
- All data, content, files, records and information that you or your Authorised Users upload to, create in, or generate through the Platform, including participant records, worker records, rosters, invoices, notes and documents.
- Intellectual Property Rights
- All current and future intellectual property rights anywhere in the world, including copyright, trade marks, designs, patents, trade secrets, know-how and rights in software, whether or not registered.
- NDIS
- The National Disability Insurance Scheme, and where the context requires, the National Disability Insurance Agency (NDIA) and the NDIS Quality and Safeguards Commission.
- Personal Information
- Has the meaning given in the Privacy Act 1988 (Cth), and includes sensitive information such as health information.
- Sub-processor
- A third party engaged by us to host, store, process or support the Platform, such as cloud infrastructure and security providers.
3.The Platform
Provider Scale OS is a cloud-based software platform that helps NDIS providers and disability service businesses manage their operations, including lead and participant management, worker matching and recruitment, scheduling, invoicing, reporting, compliance records and related tools.
We grant access to the Platform on a software-as-a-service basis. We may add, change, improve or remove features over time. We will use reasonable efforts to ensure material reductions in core functionality are communicated in advance.
The Platform is intended for use by businesses and is offered to you in the course of your trade or business. It is not designed for personal, domestic or household use.
4.Software only: not professional advice
Provider Scale OS is a software tool only. We are not a law firm, accountant, financial adviser, registered NDIS auditor, medical or allied health provider, or compliance consultant.
Nothing in the Platform, our content, templates, calculators, prompts, automations or communications constitutes legal, financial, taxation, accounting, clinical, medical or professional compliance advice, and it must not be relied on as such. Templates and example documents are general starting points only and may not suit your circumstances.
You are responsible for obtaining your own independent professional advice and for any decision you make using the Platform. You remain solely responsible for the quality, safety and lawfulness of the disability supports and services you deliver to your participants.
5.Eligibility & registration
To use the Platform you must be at least 18 years old, be able to form a legally binding contract, and be registering for business purposes. By registering you warrant that the information you provide is true, current and complete, and that you will keep it up to date.
You are responsible for everything done under your account, including the acts and omissions of your Authorised Users, and for ensuring they comply with these Terms.
6.Your account & security
You must keep your login credentials confidential and secure, and you must not share them or allow unauthorised access. You are responsible for all activity that occurs under your account.
You must notify us promptly at admin@providerscale.com.au if you become aware of any unauthorised access to, or use of, your account, or any other security incident affecting the Platform. We may require you to reset credentials or take other steps to protect the Platform and other customers.
You are responsible for managing your Authorised Users, their permission levels, and removing access for people who should no longer have it.
7.Fees, plans & billing
Provider Scale OS may be offered on free and/or paid plans. The plan, features and any fees that apply to you are those described at sign-up or in your order or plan settings.
Where a plan is offered free of charge, we may continue to offer it free, but we reserve the right to introduce, change or withdraw plans, features and pricing at any time. We will give reasonable notice before introducing a charge for a plan you currently use for free, and you may stop using that plan before the charge takes effect.
If you subscribe to a paid plan: (a) fees are payable in advance unless stated otherwise; (b) unless stated otherwise, fees are in Australian dollars and exclusive of GST and other taxes, which you must pay in addition where applicable; (c) you authorise us and our payment processors to charge your nominated payment method; (d) except where required by law (including the Australian Consumer Law) or expressly stated, fees are non-refundable; and (e) we may suspend access for overdue amounts after giving you notice.
8.Licence to use Provider Scale OS
Subject to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for your internal business purposes for as long as your account is active.
You must not, and must not permit any person to: (a) copy, modify, adapt, translate or create derivative works of the Platform; (b) reverse engineer, decompile or attempt to derive the source code, except to the extent this restriction is prohibited by law; (c) resell, rent, lease, sublicense, white-label or otherwise commercialise the Platform without our written consent; (d) access the Platform to build or assist a competing product; (e) remove or obscure any proprietary notices; or (f) use any automated means (such as scraping or bots) to access the Platform other than through interfaces we provide.
9.Acceptable use
You agree not to use the Platform to:
- break any law, regulation or third-party right, or to help anyone else do so;
- upload, store or transmit Customer Data that you do not have the right to use, or that infringes anyone's rights;
- upload material that is unlawful, defamatory, harassing, discriminatory, obscene or harmful;
- upload viruses, malware or anything designed to disrupt, damage or gain unauthorised access to systems or data;
- probe, scan, penetration-test or attempt to bypass the security or access controls of the Platform without our prior written consent;
- interfere with or place an unreasonable load on the Platform or its infrastructure;
- access or use another customer's account or data without authorisation; or
- send unlawful marketing or communications, or use the Platform in breach of the Spam Act 2003 (Cth) or the Privacy Act 1988 (Cth).
We may investigate suspected breaches and may remove content or restrict access where we reasonably believe a breach has occurred or is necessary to protect the Platform, other customers or any person.
10.Your data & ownership
You own your Customer Data. As between you and us, you retain all right, title and interest in and to your Customer Data. We do not claim ownership of it.
You grant us a limited, non-exclusive licence to host, store, copy, transmit, display and process your Customer Data only as needed to: (a) provide, maintain, secure and improve the Platform; (b) provide the support and services described in clause 11; and (c) comply with the law. This licence ends when your Customer Data is deleted from our systems, except for backups kept for a limited period and records we are required to retain.
You are responsible for the accuracy, quality, legality and appropriateness of your Customer Data, for having the necessary rights and consents to provide it to us, and for maintaining your own copies. While we keep backups for operational resilience, you should not rely on the Platform as your sole record or backup.
We may generate aggregated and de-identified data and statistics from use of the Platform (for example, anonymous usage trends). We may use this de-identified information to operate, analyse and improve our products, provided it does not identify you, any individual or any participant.
Artificial intelligence and machine learning. We will not use your Customer Data to train, fine-tune or develop artificial intelligence or machine-learning models for use outside your own account without your prior consent. Where the Platform offers an AI-assisted feature that you choose to use, we will only process the relevant Customer Data to provide that feature to you, and your inputs and outputs remain your Customer Data. We may use aggregated and de-identified information (which does not identify you, any individual or any participant) to maintain and improve our services.
11.Our access to your data
We treat your Customer Data as confidential. We will not sell your Customer Data, and we will not share it with third parties without your knowledge and consent, except: (a) with Sub-processors who help us run the Platform (see clause 14); (b) where reasonably necessary to provide the service or the support and services you request; or (c) where required or authorised by law.
You authorise us and our personnel to access, view and process your Customer Data and account where reasonably necessary to:
- provide technical support, troubleshooting and incident response;
- perform maintenance, updates, backups and security work;
- carry out data migrations, imports and exports;
- deliver onboarding, training, configuration and setup;
- provide consulting, growth, marketing, automation or other services you request from us; and
- protect the security, integrity and proper operation of the Platform.
If you engage Provider Scale to provide growth, consulting, marketing, automation or similar services, you authorise us to access and use the Customer Data and account information reasonably required to deliver those services. We will use that access only for the agreed purpose, and we will handle the information in accordance with these Terms and our Privacy Policy.
We limit access to personnel and Sub-processors who need it, and we require them to keep your information confidential and to use it only for the relevant purpose.
12.Privacy & confidentiality
Our handling of Personal Information is described in our Privacy Policy, which forms part of these Terms. Because the Platform is used by NDIS providers, your Customer Data is likely to include sensitive information, including the Personal Information and health information of participants and workers.
As between us, you are responsible for your own privacy obligations to the individuals whose information you upload (including collecting it lawfully, giving any required notices and obtaining any required consents), and you are the entity that determines how that information is used in your business. We act on your instructions and on your behalf when we process that information through the Platform, except where the law requires otherwise.
Each party must keep the other's Confidential Information confidential, use it only as permitted by these Terms, and protect it using reasonable measures. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law.
13.Security
We take the security of the Platform seriously and implement reasonable technical and organisational measures designed to protect Customer Data against loss, misuse and unauthorised access, consistent with industry standards and the nature of the data.
However, no method of transmission or storage is completely secure, and we do not and cannot guarantee that the Platform is immune from every security risk. You acknowledge that you provide Customer Data at your own risk and are responsible for the security practices within your own organisation, including device security, credential management and your Authorised Users' conduct.
If we become aware of a data breach affecting your Customer Data that is likely to require notification, we will act in accordance with the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth) and cooperate reasonably with you.
14.Third-party infrastructure & services
The Platform runs on third-party cloud infrastructure. We currently use Supabase and related hosting, database, storage, email, analytics and security providers to store and process data and to deliver the Platform. These Sub-processors are bound by their own terms and security and privacy commitments.
The Platform may also integrate with, or link to, third-party tools and services you choose to connect or use. Your use of those services is governed by their terms, not ours, and we are not responsible for them. You are responsible for any data you choose to share with a connected third-party service.
15.Intellectual property
We (and our licensors) own all Intellectual Property Rights in the Platform, including its software, design, content, branding, documentation and the "Provider Scale" and "Provider Scale OS" names and logos. Except for the licence in clause 8, these Terms do not transfer any Intellectual Property Rights to you.
If you give us feedback, suggestions or ideas about the Platform, you grant us a perpetual, irrevocable, royalty-free licence to use them to improve our products and services, without obligation to you.
16.Availability, support & changes
We aim to keep the Platform available and reliable, but we do not guarantee uninterrupted or error-free access. The Platform may be unavailable during planned maintenance, updates, or for reasons outside our control. We will use reasonable efforts to schedule significant planned maintenance to limit disruption.
We provide support on a reasonable-efforts basis through the channels we make available. We may change, suspend or discontinue parts of the Platform, and we may set reasonable usage limits to protect performance and fair use.
17.Beta & new features
We may offer features identified as beta, preview, trial or experimental. These are provided "as is", may change or be withdrawn, may be less reliable, and are excluded from any service commitments to the maximum extent permitted by law. You use them at your own risk.
18.Your compliance obligations
You are solely responsible for complying with all laws and obligations that apply to your business, including:
- the NDIS Act, NDIS Rules, the NDIS Code of Conduct and NDIS Practice Standards, and any registration or auditing requirements that apply to you;
- your privacy obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles, including in relation to participants' health information;
- employment, work health and safety, record-keeping, taxation and consumer law obligations; and
- any contractual obligations you owe to participants, plan managers, support coordinators, workers or the NDIA.
The Platform is a tool to assist you. Using it does not make you compliant, and we are not responsible for your compliance, your records, your billing or claims you submit, or the decisions you make.
19.Suspension & termination
You may stop using the Platform and close your account at any time. If you are on a paid plan, closing your account does not entitle you to a refund of fees already paid except where required by law.
We may suspend or terminate your access, with or without notice depending on the circumstances, if: (a) you materially breach these Terms and do not fix the breach within a reasonable time after we ask (or immediately, for breaches that cannot be fixed or that pose a risk); (b) you fail to pay fees when due; (c) we reasonably believe your use poses a security, legal or reputational risk; or (d) we are required to do so by law or by a Sub-processor.
On termination: (a) your licence to use the Platform ends and you must stop using it; (b) for a reasonable period after termination, you may request an export of your Customer Data in a commonly used format, after which we may delete it; and (c) we may retain Customer Data where required by law, and de-identified data, after termination. Any clause that by its nature should survive termination will survive.
20.Disclaimers & consumer rights
To the maximum extent permitted by law, the Platform is provided "as is" and "as available", and we exclude all warranties, representations and guarantees that are not expressly set out in these Terms, including implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement.
You use the Platform at your own risk. We do not warrant that the Platform will be uninterrupted, error-free, secure, or free from data loss, that it will meet your requirements, or that any result, output, calculation, template or content it produces is accurate, complete, current or suitable for your purposes. You are responsible for checking and verifying anything you rely on, and for keeping your own records and backups. We are not responsible for any act, omission, content or service of any third party, Sub-processor or integration.
Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy you may have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, that cannot lawfully be excluded (Non-excludable Rights). If those rights apply, our liability for failing to comply with a consumer guarantee is, where the law allows us to limit it and the goods or services are not of a kind ordinarily acquired for personal, domestic or household use, limited at our option to re-supplying the services (or paying the cost of re-supply).
21.Limitation of liability
Subject to your Non-excludable Rights, and to the maximum extent permitted by law:
- we are not liable for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, goodwill, business opportunity, anticipated savings, or any loss or corruption of data;
- we are not liable for loss or damage caused by your breach of these Terms, your acts or omissions, your Authorised Users, your reliance on the Platform, decisions you make, your non-compliance with the NDIS or other laws, or matters outside our reasonable control;
- without limiting the above, we are not liable for any loss or damage arising from: data that is entered incorrectly, incompletely or inconsistently by you or your Authorised Users; your or any person's reliance on information, records, calculations or outputs in the Platform that are inaccurate, out of date or incomplete; any unavailability, downtime, delay, interruption or degraded performance of the Platform; any failure, error or interruption of an integration, API or third-party service; or any Customer Data that is lost, corrupted, altered or deleted, including where deleted or overwritten by you or your Authorised Users; and
- our total aggregate liability to you arising out of or in connection with these Terms or the Platform, whether in contract, tort (including negligence), statute or otherwise, is limited to the greater of (a) the total fees you paid us for the Platform in the 12 months before the event giving rise to the liability, or (b) AUD $100.
Other than your Non-excludable Rights, and to the maximum extent permitted by law, you agree that we are not responsible or liable to you (or to anyone claiming through you) for any loss, damage, cost or claim of any kind arising out of or in connection with the Platform, your Customer Data, your use of or inability to use the Platform, or anything you do based on it, and you release us from all such liability. Where our liability cannot be excluded but can be limited, it is limited as set out above.
You acknowledge that the Platform may be provided free or at low cost, that these limitations and exclusions are a reasonable allocation of risk between us, and that we would not provide the Platform on these terms without them. Each party must take reasonable steps to mitigate its loss. These limitations apply to the maximum extent permitted by law, even if a remedy fails of its essential purpose, and survive termination.
22.Indemnity
To the maximum extent permitted by law, you indemnify us and our officers, employees and contractors against all claims, liabilities, losses, damages, costs and expenses (including reasonable legal costs) arising out of or in connection with: (a) your Customer Data, including any claim that it infringes a third party's rights or breaches privacy law; (b) your use of the Platform in breach of these Terms or any law; (c) your delivery of disability supports or services, or your dealings with participants, workers or the NDIS; and (d) your breach of clause 9 (Acceptable use). This indemnity is reduced to the extent the loss was caused by our breach or negligence.
23.Events outside our control
We are not liable for any failure or delay in performing our obligations caused by events beyond our reasonable control, including natural disasters, failures of telecommunications or internet services, failures or outages of Sub-processors or cloud infrastructure, cyber-attacks, power failures, pandemics, industrial action, or government action.
24.Dispute resolution
If a dispute arises, the parties agree to first try to resolve it cooperatively. You agree to contact us at admin@providerscale.com.au with details of the dispute, and we will try in good faith to resolve it within a reasonable time.
If the dispute is not resolved within 30 days, either party may refer it to mediation administered by the Australian Disputes Centre in Sydney before starting court proceedings. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a court. Each party pays its own costs of attempting to resolve a dispute.
25.Governing law
These Terms 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 that hear appeals from them.
26.General
Changes to these Terms
We may update these Terms from time to time. If a change is material, we will take reasonable steps to notify you, for example by email or an in-app notice. Changes take effect when published or on the date stated. Your continued use of the Platform after that date means you accept the updated Terms. If you do not agree, you should stop using the Platform.
Assignment
You may not assign or transfer these Terms without our consent. We may assign or novate these Terms to a related body corporate or in connection with a sale or restructure of our business, on notice to you.
Entire agreement
These Terms, together with the Privacy Policy and any order or written agreement between us, are the entire agreement between us about the Platform and replace any earlier representations or agreements.
Severability & waiver
If any part of these Terms is found to be invalid or unenforceable, it is read down or severed to the minimum extent necessary, and the rest remains in force. A failure or delay by us to enforce a right is not a waiver of it.
Notices
We may give you notices through the Platform, by email to your account address, or by posting on our website. You may give us notice at admin@providerscale.com.au.
Relationship
Nothing in these Terms creates a partnership, agency, employment or joint venture between us. Neither party may bind the other.
27.Contact us
If you have any questions about these Terms, please contact us:
Enrichment Care Pty Ltd (ABN 33 668 325 719), trading as Provider Scale
Level 1, 457-459 Elizabeth Street, Surry Hills NSW 2010
Email: admin@providerscale.com.au
Phone: 0470 627 565