Centro ASSIST Terms and Conditions

centro assist email logo small.png

Centro ASSIST means Holocentric PTY. LTD. (ABN 73 052 972 095) trading as Centro ASSIST.

These terms and conditions will determine how we provide the Centro ASSIST Service to you, and your responsibilities in using the Centro ASSIST Service.

Providing a valuable, accurate Service to you is our main priority, so if you have any questions or concerns, please contact us on support@centroassist.com.au

 

1. Access to the Service

1.1 You will have access to the Service within one (1) Business Day of the subscription being purchased through the Centro Subscription Portal.

1.2 We will send your sign-in details to your registered email address.

1.3 After the expiry of the Initial Term your subscription will revert to a month-to-month subscription or yearly subscription (depending on your Service) and we will continue to provide the Service to you until the Service is cancelled by you in accordance with the Agreement.

1.4 You must ensure that any person you allow to use or access the Service complies with the Agreement as if they were a party to the Agreement.

2. Using the Service

2.1 The Service is only available online. It is your responsibility to obtain and maintain reliable access to the internet for this purpose.

2.2 It remains your responsibility to adhere to the laws, rules and regulations that govern disability service providers. We take no responsibility for the actions undertaken by you or your Personnel whether guided by our Information and/or any Third Party Material or not.

3. Your Rights

3.1 We will comply with the Australian Consumer Law and provide the Service to you with reasonable due care and skill. In the event of unexpected faults, downtime or errors we will use reasonable endeavours to restore or repair the Service within a reasonable time.

3.2 In using our Service, you are entitled to all the guarantees provided to you under the Australian Consumer Law.

4. Privacy

Your privacy is important to us, and as such, our Privacy Policy forms part of the Agreement and can be accessed at: www.centroassist.com.au/privacy-policy

5. Third Party Material Disclaimer

5.1 The Information and/or Third Party Material presented in the Web App is obtained from official government publications and other credible sources. In the event of any inaccuracies of which we become aware, we will endeavour to rectify same within a reasonable time.

5.2 We are not the owners or creators of any Third Party Material and take no responsibility and are not liable for the accuracy or completeness of same.

6. Fees and charges

6.1 You must pay the fees and charges for the Service. These are set out in the Agreement or in any applicable Special Offer.

6.2 You must pay the fees and charges for the Service even if the Service is unavailable or if you are unable to access the Service for a period of time. You may be entitled to a credit on your account if the Service is unable to be accessed for a substantial time, as determined in our sole discretion.

7. Payments

7.1 We will charge you on a recurring basis (in advance) with your payment details you have provided to us. Tax invoices will be sent to your email address and are also available through the Centro ASSIST Subscription Portal.

7.2 Monthly and yearly service charges will be debited on the same day of the month to which the Service was activated on.

7.3 If you do not pay the tax invoice by the date the payment is due or if your payment is declined, we may:

a. Charge you a late fee which remains payable until all outstanding amounts are paid;

b. Suspend or cancel the Service. If we suspend or cancel the Service, we may charge you a suspension fee, cancellation fee and/or reconnection or reactivation fee as set out in the Agreement.

7.4 If you have overpaid as a result of our invoicing error, your account will be credited with the amount overpaid or we will use reasonable endeavours to notify you and refund the over payment.

8. Variations

8.1 We will give you notice in writing of any substantial changes to this Agreement by delivering notice of the change to your email address.

8.2 You are responsible for ensuring that you and your Personnel are familiar with the latest terms and conditions.

9. Fault reporting and rectification

9.1 We may occasionally need to conduct maintenance or Updates to the Service. We will endeavour to conduct maintenance and Updates outside Normal Business Hours.

9.2 We provide a 24-hour fault reporting service for you to report faults via email at support@centroassist.com.au. Before the reporting a fault to us, you must take all reasonable steps to ensure that the fault is not caused by any equipment, hardware or other software owned and/or operated by you.

10. Cancellation

10.1 You may cancel the Service at any time by:

a. Giving us thirty (30) days’ notice in writing (including if you wish to cancel the Service after the expiry of the Minimum Term);

b. If an Update has a substantially detrimental impact (as determined in our sole discretion) to access to or the quality of the Service, by informing us in writing without penalty;

c. Giving us written notice, if we breach a material term of the Agreement and we either:

i Cannot remedy that breach; or

ii Fail to remedy that breach within thirty (30) days after you give us notice requiring us to do so.

10.2 We may cancel the Service at any time, without cause, by giving you at least thirty (30) days’ written notice.

10.3 We may cancel the Service at any time including prior to the Service Start Date, without liability, if:

a. We reasonably suspect fraud or other illegal activity by you, your Personnel or any other person in connection with the Service;

b. We are required to do so to comply with an order, instruction, request or notice of a regulator, an emergency services organisation, any other competent authority or by authorisation of or under law;

c. You suffer an insolvency event and we reasonably believe we are unlikely to receive payment for the Service;

d. Your Service is suspended for more than fourteen (14) days, unless otherwise set out in the Agreement;

e. If we reasonably determine that it is not technically or operationally feasible or commercially viable to supply the Service to you.

10.4 We may cancel the Service as soon as we give you notice, unless as otherwise set out in the Agreement.

10.5 If the Service is cancelled:

a. You are liable for any charges incurred up to, and including, the cancellation date;

b. You authorise us to apply any over payment on your account and/or money that you have paid in advance for the Service which is being cancelled to pay for any undisputed outstanding charges;

c. If you pay for the Service by direct debit payment, you authorise us to debit any undisputed amount outstanding;

d. If your account is in credit, we will contact you to arrange for a refund to your nominated account.

10.6  No cancellation fee is payable by you if the Agreement is cancelled in accordance with these terms and conditions after the expiry of the Minimum Term.

11. Suspension

11.1 We may suspend the Service with immediate effect at any time without liability if we become aware of unauthorised usage of the Service by you and/or your Personnel.

11.2 We may suspend the Service if any amount owing to us is not paid within seven (7) days of us sending you written notice.

12. Assignment and transfer

12.1 We may assign some or all of our rights and obligations under the Agreement without your consent or notice to you.

13. Application

We may refuse your request for access or provision of the Service at our sole discretion.

14. Complaints and disputes

14.1 If you have any complaints in connection with the Service or the Web App, you may complain in writing by email to support@centroassist.com.au

14.2 We will use our best endeavours to resolve all complaints, however if we are not able to resolve a complaint to your satisfaction, you may take any other action as available to you at law.

15. Liability and Indemnity

15.1 We will  not be liable for any:

a. Damage to, loss or theft of, or corruption of your data;

b. Loss or damage of any kind that is directly or indirectly caused by or results from any wrongful, wilful, negligent act or omission or you or your Personnel;

c. Negligent act or omission by us or our Personnel;

d. Loss of profits, revenue, anticipated savings, business, opportunity, contract or goodwill, or any consequential, indirect or special loss, damage or injury of any kind suffered or incurred by you or your Personnel arising directly or indirectly from your access to and use of the Service and/or the Web App; your access, reliance or dependency upon Information and/or Third Party Material; the performance or non-performance of our obligations under the Agreement (including, but not limited to, a failure to meet any service level agreed to for the purposes of the Agreement), any breach of our obligations under or in connection with the Agreement or from any negligence, misrepresentation or other act or omission on our part; and/or

e. Any Updates or change we may make to the Services and/or the Web App from time to time.

15.2 Notwithstanding anything else in the Agreement, our total liability to you in respect of all claims arising in connection with this agreement or the services we provide, shall not exceed the aggregate of the fees paid by you to us in the twelve (12) months prior to the date of your claim.

15.3 We will not be liable to you in respect of any matter whatsoever unless we receive notice in writing of any claim for Loss within five (5) Business Days of the occurrence of the event or default in respect of which your claim arises.

15.4 You indemnify us and must keep us and our Personnel indemnified against all claims, suits, actions, demands, Loss (including consequential, special, punitive, indirect or economic loss or damage, loss of profits or opportunity), liability, costs, expenses (including legal expenses on a full indemnity basis and any debt recovery agency fees), judgments and awards made against us or incurred by us to the extent that such is caused (directly or indirectly) by your breach of the Agreement or any negligent act or omission or breach of any law, by you or any of your Personnel.

16. General

16.1 The Agreement is governed by the laws of New South Wales and is subject to exclusive jurisdiction of the courts of New South Wales, and courts of appeal from them.

16.2 Notices under the Agreement or in accordance with these terms and conditions must be delivered by email to the email address of the party.

16.3 No right under the Agreement will be deemed to be waived except by notice in writing signed by each party.

16.4 The clauses of the Agreement which are capable of having effect after the expiration of the Agreement or termination will remain in full force and effect following the expiration of the Term or termination.

16.5 We own all Information (including Intellectual Property Rights) developed by us or our Personnel forming part of the Service and Web App.

16.6 We may permit you to use our Information (including Intellectual Property Rights) as part of the Service. This permission is subject to any conditions which we may impose from time to time and will terminate when the Service is cancelled.

16.7 Information provided by us as part of the Service may not be retransmitted, reproduced, or otherwise distributed or used in any form without our express written consent.

16.8 In the event of any inconsistency between a provision in these terms and conditions and another part of the Agreement, then unless otherwise stated, these terms and conditions prevail to the extent of the inconsistency.

17. Definitions

In these terms and conditions, the following words have the meaning set out below:

Agreement means the agreement between you and us for provision of the Service of which these terms and conditions form part.

Australian Consumer Law means the law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) and related legislation (as amended).

Business Day means a day in Sydney, NSW other than a Saturday, Sunday or public holiday.

Centro Subscription Portal means the online portal you use to subscribe and pay for the Service.

GST means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related legislation (as amended).

Intellectual Property Rights means all statutory and other proprietary rights in respect of patents, designs, copyright, databases, moral rights, trade and business names (including domain names) and all trade secrets, confidentiality, know-how and technical information owned by us.

Information means content presented in the Web App. This includes without limitation, text, graphics, artwork and design.

Loss means any loss, costs, liability, injury or damage, including reasonable legal costs.

Minimum Term means a period of twelve (12) months commencing on the Service Start Date and expiring at midnight on the date twelve (12) months after the Service Start Date.

Normal Business Hours means the hours between 9AM to 5PM AEST, on a Business Day.

Personnel means the officers, employees, agents, contractors or other authorised representatives of the parties to this Agreement.

Service means the services which we provide to you by providing access to the features, Information and Third Party Material in the Web App.

Service Start Date means the date on which we make the Service available to you.

Special Offer means a special promotion or offer made by us to you.

Third Party Material means Information or material owned or provided by a third party that is included, accessed or provided through the Service and Web App.

Update means a release of software that corrects faults, adds functionality, or otherwise amends or updates the Service or Web App.

“We”, “us” and “our” means Holocentric Pty Ltd (ABN 73 052 972 095) trading as Centro ASSIST, and includes its officers, employees, contractors, agents, successors and assignees.

Web App means the Centro ASSIST internet application.

“You” and “your” means the customer, being the person (or a person on behalf of a company with the legal authority to bind that company) who purchases the Service.

18. Special terms and conditions applicable to the Service

18.1 Users of the Web App are named individuals who are provided with their own sign-in credentials. These credentials cannot be shared, however Customer Administrator user roles are able to update the list of active users at any time.


Summary of current Centro ASSIST service offerings

Centro CORE
Starting from $39 per month (excluding GST).
Minimum term of 12 months. Billed monthly.
Total minimum commitment of $468 (excluding GST).

Centro CORE PLUS
Starting from $696 per annum (excluding GST).
Minimum term of 1 year. Billed annually.
Total minimum commitment of $696 (excluding GST).


Quality and Safety Management System Terms and Conditions

LASA_Vert logo_RGB_resize.jpg
 
 

These terms and conditions form part of the Agreement regulating your access to and use of the Service.

Providing a valuable, accurate Service to you is our main priority, so if you have any questions or concerns, please contact us on quality@lasa.asn.au.

1. Access to the Service

1.1 We will use our reasonable endeavours to provide you access to the Service within five (5) Business Day of the subscription being purchased from us.

1.2 We will send your sign-in details and other information required to enable connection to the Service by Authorised Users to the email address you specify on subscribing. You must ensure all notified security features are observed. You must ensure that you provide accurate and complete information to us to enable connection to the Service by Authorised Users. If you fail to provide accurate and complete information, or if you refuse to provide information that we may request from you, we may be unable to provide the Service to you or to the Authorised Users.

1.3 After the expiry of the Minimum Term your subscription will revert to an annual subscription and we will continue to provide the Service to you until the Service is cancelled in accordance with the Agreement.

1.4 You are responsible for administering the use of the Service and access to Customer Data by Authorised Users.

1.5 You must ensure that any person you allow to use or access the Service and Customer Data is an Authorised User and that each Authorised User complies with the User Terms and Agreement as if they were a party to the Agreement. You will be responsible for any breach of the User Terms or the Agreement by an Authorised User as if it were a breach by you.

2. Using the Service

2.1 The Service is only available online. It is your responsibility to obtain and maintain reliable access to the internet for this purpose.

2.2 We may allocate you one or more IP addresses to on a temporary basis in connection with the Service. We may change such IP addresses with reasonable notice to you. You obtain no ongoing rights in relation to any IP address.

2.3 Authorised Users will be provided with their own sign-in credentials and must accept the User Terms. These credentials are not to be shared. An Authorised User recognised by us as a ‘Customer Administrator user’ will be responsible for administering the list of active users at any time. You must ensure that at all times during the term of the subscription, you have an appropriate employee designated as the ‘Customer Administrator User’.

2.4 It remains your responsibility to assess the suitability of the Service having regard to your individual needs, and ensure you can adhere to the laws, rules and regulations that govern aged care service providers. We take no responsibility for the actions undertaken by you or your Personnel whether guided by our Information and/or any Third Party Material or not.

2.5 You and the Authorised Users may only use the Service for your own lawful business purposes. You may not allow any third party to access the Service in breach of applicable laws or the Agreement. You may not resell the Service or create any derivative works based upon the Service.

2.6 You must ensure that you have obtained all necessary consents and approvals for us to access any data you provide or make available to us as part of the Service.

3. Disclaimer of Warranties and Representations

3.1 We will provide the Service to you during the period of your subscription with reasonable due care and skill. In the event of unexpected faults, downtime or errors we will use reasonable endeavours to restore or repair the Service within a reasonable time.

3.2 To the extent permitted by law, all other implied conditions, warranties and rights, together with any implied by custom or other circumstances, are excluded.

3.3 Subject to the foregoing, you acknowledge and agree that the Service and the Web App, the tools and the Information made available via the Service and Web App are made available to you and to Authorised Users on an “as is” and “as available” basis.

3.4 To the maximum extent permitted by law, we make no representation or warranty, nor do we give any guarantee to you or to any Authorised User in relation to the Service, the Web App or the Information, including (without limitation):

a. As to the reliability, suitability or availability of the Service, the Web App or the Information;

b. That access to the Service or the Web App will be secure, uninterrupted or error-free;

c. That errors or defects with the Service, the Web App or the Information will be able to be corrected;

d. That the Service and the Web App will operate with any other hardware, software, system or data; or

e. The accuracy and fairness of the Information.

3.5 To the extent the Service or the Web App is subject to any statutory guarantees that cannot be excluded by law, then our liability for a failure to comply with such guarantee is limited (at our option) to the supply of the Service again, or the payment of the cost of having the services supplied again.

4. Privacy

4.1 Your privacy is important to us, and as such, our privacy policy forms part of the Agreement and can be accessed at the LASA website www.lasa.asn.au.

4.2 The privacy policy identifies:

a. Our identity and contact details;

b. What personal information is being collected;

c. Who is collecting personal information;

d. How personal information is being used;

e. To whom personal information is being disclosed;

f. How personal information is being stored;

g. The consequences of personal information being withheld from us; and

h. How personal information can be accessed and corrected.

4.3 In accordance with the privacy policy, we may use personal information for a number of purposes to support the aged care industry (being the primary purposes of collection), including:

a. To deliver and promote services;

b. To undertake research and development (including the development of new products and services);

c. To pursue collaborative projects and matters of common interest with interested stakeholders;

d. To use de-identified information to model or to forecast service demand over time;

e. To provide advocacy and undertake policy development;

f. To implement, monitor and maintain quality assurance processes and systems, including to assist in the improvement of quality of services;

g. To procure funding, donations or other support for our activities;

h. To process transactions and to administer accounts;

i. To address queries and to resolve complaints;

j. To comply with any obligations under law or statute that binds us;

k. To comply with obligations or to enforce rights under a contract into which we have entered;

l. To facilitate the use of data repositories and other similar services we establish or procure from third parties;

m. To facilitate the use of software tools and programs to enable us to undertake and deliver any of the foregoing purposes;

n. To protect our legal rights and interests, and to enforce our rights against a third party in the event the third party is engaged or threatens to engage in conduct which is prejudicial or harmful to us or to our interests, our stakeholders or our activities; and

o. To enable internal administration, training, assessments and reviews.

4.4 Any information provided will only be used for the primary purposes for which it has been provided or a secondary purpose if it directly relates to the primary purpose or for any other lawful purpose.

4.5 We engage third parties to perform certain functions. Therefore, it is sometimes necessary to disclose personal information third parties for the undertaking of those functions. Disclosures may also be made to other third parties, including advisors and regulatory authorities. Where disclosure takes place, we seek to ensure that personal information is handled appropriately.

5. De-identified Information

5.1 1 Without limiting the means by which information is collected by us, we may analyse usage of the Web App such as:

a. Unique users and sessions;

b. Scope and nature of content contributed, requested or varied;

c. Accessed pages, requested pages, downloads, search terms used, posted forms, status and errors and data entered;

c. Entrance pages, exit pages, click paths, click to and click from and length of session;

d. Domains, countries and IP addresses;

e. Browsers, platforms and robots; and/or

f. Complaints or errors.

5.2 We may also assess Customer Data on an aggregated and de-identified basis, including assessments of:

a. Utilisation rates and levels of consumer engagement;

b. Consumer experience and satisfaction rates and changes or trends over time;

c. Numbers and types of complaints, incidents and risks;

d. Areas of non-compliance and matters under investigation or review;

e. Data sub-sets, categories or allocations created for reporting or usage purposes;

f. Reporting formats, frequencies and styles;

g. Consumer numbers and occupancy details;

h. Gaps in organisational process and procedure; and/or

i. Service outcomes.

We use de-identified and aggregated information for the purposes listed above at clause 4.3.

6. Identified Information

6.1 1 We may collect identifiable information such as contact details. The Webb App may use cookies to manage use, including login and logout.

6.2 Access may be denied or restricted if required information is withheld.

7. Accuracy and Currency of Information Disclaimer

7.1 Although we will use reasonable endeavours to ensure that Information is accurate, useful, current and relevant, you acknowledge and agree that the onus is on you to verify the suitability of the Information and to customise and apply that Information in a manner which meets your business needs and operational requirements. In the event of any inaccuracies of which we become aware, we will endeavour to rectify same within a reasonable time.

7.2 You are responsible for checking whether changes have been made to the Information, including Information you have previously used or applied. If changes are made, you must determine whether to accept and incorporate those changes or reject the changes.

7.3 We reserve the right to amend the Web App and the Information without prior notice.

8. Third Party Material Disclaimer

8.1 The Third Party Material presented in the Web App is obtained from a number of sources including official government publications.

8.2 We are not the owners or creators of any Third Party Material and take no responsibility and are not liable for the currency, accuracy or completeness of same. You should verify the veracity of that Information yourself.

9. Storage and Retention of Customer Data

9.1 You must ensure your Customer Data is compatible with the Service and does not infringe the rights of a third party, including Intellectual Property Rights.

9.2 We are not responsible for verifying the appropriateness or ensuring or maintaining the integrity of the Customer Data. You must install, configure and operate anti-virus software on all equipment that interfaces with any part of the Service or associated technology in accordance with industry best practice.

9.3 You must take regular and complete back-ups of your Customer Data in accordance with industry best practice and ensure that you have duplicate copies of all data you load, store or process as part of your use of the Service.

9.4 We are not liable for any loss of Customer Data under any circumstances and we do not provide a disaster recovery service.

9.5 On cancellation of the Service, we may without prior notice to you remove or delete any copies of any Customer Data loaded on or forming part of the Service. We do not provide a disengagement service and you are solely responsible for ensuring you have a copy of all Customer Data prior to the cancellation of the Service.

9.6 Any data we agree to store or host in connection with the Service will be stored or hosted in Australia unless we notify you otherwise.

10. Data Security

10.1 You must ensure that the Customer Data is free from computer viruses, trojans, worms, hacking tools and other harmful components.

10.2 You must promptly notify us if there has been any suspected security compromise (including any significant virus or malicious attack) in relation to the Service or any Customer Data.

10.3 Without limiting the foregoing, and subject to the terms and conditions herein, you acknowledge and agree that the internet is an inherently insecure medium, that no data transmission over the internet can be guaranteed as being totally secure and that your Customer Data (including the content you upload or otherwise submit to us) is stored by us at your own risk.

10.4 While we take all reasonable steps to protect and secure the transmission of Customer Data once we receive the transmission, you agree that, to the maximum extent permitted by law, we are not liable to you or to any Authorised User for any misuse of or unauthorised access to, use of or disclosure of your data, unless such misuse, unauthorised access, use or disclosure of your data is as a direct result of any negligent or malicious intentional act or omission by us or our employees.

11. Reporting and Data Analysis Disclaimer

11.1 You are responsible for generating reports from the Service and interpreting and applying those reports having regard to your own circumstances and objectives. Where necessary or appropriate, you should seek appropriate clarification and/or advice from third parties on such reports.

11.2 We do not customise reports for you and we are not responsible for verifying the accuracy or sufficiency of any report generated in connection with the Service or any criteria you set for reporting purposes.

12. Intellectual Property Rights

12.1 As between you and us, we own all Information (including Intellectual Property Rights) developed by us or our Personnel forming part of the Service and Web App. All Third Party Material made available by us to you via the Service and the Web App remains the property of the third party providing or making the Third Party Material available to you.

12.2 You own all right, title and interest in your Customer Data. Notwithstanding the foregoing, you grant to us (including the right to grant sub-licences) a non-exclusive, perpetual and irrevocable, fully paid up, worldwide licence of the Intellectual Property Rights in the Customer Data. You represent and warrant to us on a continuous basis that our use of your Customer Data (including use by our third party suppliers and subcontractors of your Customer Data) does not infringe the rights (including the Intellectual Property Rights or moral rights) of a third party. Where your Customer Data includes or comprises Third Party Material, you represent and warrant on a continuous basis to us that you have the permission from the lawful owner of the Third Party Material or that you are otherwise legally entitled to submit such Third Party Material to us, and to grant to us all of the licence rights set out in this clause.

12.3 You are granted a non-exclusive, non-transferable licence to access and use our Information and Third Party Material (including Intellectual Property Rights) as part of the Service.

12.4 You are not granted any right of ownership in the Web App or any Information or Third Party Material, nor are you granted any right to transfer, sublicense or provide access to the Web App or any Information or Third Party Material to any third party, other than as expressly permitted or stated under these terms and conditions.

12.5 The licence conferred on you will terminate when the Service is cancelled.

12.6 You acknowledge that we are the owner and/or licensee of the LASA Marks and that all goodwill arising out of your use of the LASA Marks will belong to us. You will not acquire any right to, or interest in, any of the LASA Marks.

12.7 You must not at any time or in any way indicate any ownership of, or any right in, the LASA Marks and you must not contest our right to the use of any of the LASA Marks.

12.8 You are authorised to print a copy of any Information for your own use. Otherwise, except as otherwise permitted by law, Information provided by us as part of the Service may not be retransmitted, reproduced, or otherwise distributed or used in any form without our express written consent.

12.9 Subject to clause 12.10, to the extent you or any Authorised User conceives or develops any improvement to any of the content made available to you via the Service or the Web App, or any improvement to the Service or the Web App, you acknowledge and agree that the Intellectual Property Rights in such improvement vest in and belong to us on and from the date of creation. You agree to sign, and agree to ensure that the Authorised User signs, any document or form, and do any act which gives effect to the foregoing.

12.10 Clause 12.9 does not apply to the extent that the improvement referred to in clause 12.9 uses or is based on contents, materials or methodologies that existed prior to the Agreement or were developed independently of this Agreement. In such a case you grant to us an irrevocable and perpetual non-exclusions fully paid up and worldwide licence to exploit such material content or methodology for the purpose of improving the Service and this Web App.

13. Online Conduct and Security

13.1 You must ensure your use of the Service is lawful and does not infringe the rights of any third party, and that no Authorised User posts on or via the Webb App any unlawful, harmful, threatening, abusive, harassing, defamatory, or obscene material of any kind, or material which is contrary to the applicable laws in Australia.

13.2 We may, in our discretion intercept, remove, alter or prevent access to any Customer Data or to any person that we believe:

a. To be breaching or attempting to breach the Agreement, including the Acceptable Use Policy; or

b. Is necessary or prudent following receipt of any take-down, service cessation or link deletion notices from a regulatory authority which relates to Customer Data.

13.3 Without accepting responsibility to monitor Customer Data, we reserve the right to prohibit any conduct or remove (without prior notice or liability to you) any Customer Data that we reasonably believes breaches, or may breach, the Agreement (including the Acceptable Use Policy) or which may expose us or third parties to harm or liability.

13.4 To the extent that the Service or the Web App includes any links to external websites controlled or operated by third parties, you acknowledge and agree such external websites are beyond our reasonable control and that we are not responsible for the content (including Third Party material) accessible via such link(s). To the maximum extent permitted by law, you acknowledge and agree that we are not liable to you for any Loss that you or any Authorised User may suffer or incur as a result of any third party website that is external to the Service or Web App being disabled or being unavailable for any reason.

14. Fees and Charges

14.1 You must pay the agreed or notified fees and charges for the Service. These are set out in the Agreement or in any applicable Special Offer. You must also pay an additional amount equal to the GST that is payable on the supply, at the same time as the relevant fees and charges.

14.2 You must pay the fees and charges for the Service even if the Service is unavailable or if you are unable to access the Service for a period of time. You may be entitled to a credit on your account if the Service is unable to be accessed for a substantial time, as determined in our sole discretion.

14.3 You warrant that any information provided to us for the purposes of assessing the fees and charges payable by you is complete and accurate.

15. Payments

15.1 We will charge you on an annual recurring basis (in advance) with your payment details you have provided to us. Tax invoices will be sent to your email address and are also available on request.

15.2 Annual service charges will be debited on the same day of the month to which the Service was activated on.

15.3 If the fees and charges have been discounted by reason of applied eligibility criteria and you cease to meet those criteria, the discount will immediately cease to apply and you must immediately pay us the value of the applied discount. Access to the Service may be suspended pending payment.

15.4 If you do not pay the tax invoice by the date the payment is due or if your payment is declined, we may:

a. Require you to pay interest on the overdue amounts at the rate which is 2% per annum above the rate for the time being fixed under section 101 of the Civil Procedure Act 2005 (NSW) and Regulation 36.7 of the Uniform Civil Procedure Rules 2005 (NSW) until all outstanding amounts are paid; and/or

b. Suspend or cancel the Service. If we suspend or cancel the Service, we may charge you a reconnection fee as notified at the time of reconnection of the Service (to cover the costs incurred by us, including the direct and reasonable charges imposed by us by our suppliers or subcontractors as a result of the reconnection following suspension or cancellation of the Service).

15.5 If you have overpaid as a result of our invoicing error, your account will be credited with the amount overpaid or we will use reasonable endeavours to notify you and refund the over payment.

15.6 If you become aware of a fraudulent or unauthorised payment by a third party, please immediately notify your bank to stop the unauthorised payment and seek a refund.

16. Variations

16.1 We will give you notice in writing of any changes to the Agreement by delivering notice of the change to your email address or notifying the Authorised Users of updated terms at the time of use.

16.2 You are responsible for ensuring that you and your Personnel are familiar with the latest terms and conditions regulating access to or use of the Service.

16.3 We may (on reasonable grounds) vary or substitute the Service with a suitable alternative for technical, operational or commercial reasons, provided that such variation or substitution will not materially decrease or diminish the functionality or specifications of the Service.

17. Fault Reporting and Rectification

17.1 We may occasionally need to conduct maintenance or Updates to the Service. We will endeavour to conduct maintenance and Updates outside Normal Business Hours. While we agree to use all reasonable endeavours to notify you and the Authorised Users of any unavailability of the Service or the Web App, to the maximum extent permitted by law, we are not liable to you or to the Authorised Users where we disable access to the Service or Web App to conduct routine or emergency maintenance or Updates to the Service.

17.2 We provide a 24-hour fault reporting service for you to report faults via email at support@centroassist.com.au. Before the reporting a fault to us, you must take all reasonable steps to ensure that the fault is not caused by any equipment, hardware or other software owned and/or operated by you.

18. Cancellation

18.1 You may cancel the Service at any time by:

a. Giving us thirty (30) days’ notice in writing (including if you wish to cancel the Service during or after the expiry of the Minimum Term);

b. If an Update has a substantially detrimental impact (as determined in our sole discretion) to access to or the quality of the Service, by informing us in writing without penalty; and/or

c. Giving us written notice, if we breach a material term of the Agreement and we either:

I. Cannot remedy that breach; or

II. Fail to remedy that breach within thirty (30) days after you give us notice requiring us to do so.

18.2 We may cancel the Service at any time, without cause, by giving you at least thirty (30) days’ written notice.

18.3 We may suspend or cancel the Service at any time including prior to the Service Start Date, without liability, if:

a. We reasonably suspect non-compliance with the User Terms or fraud or other illegal activity by you, your Personnel or any other person in connection with the Service;

b. We are required to do so to comply with an order, instruction, request or notice of a regulator, any other competent authority or by authorisation of or under law;

c. You suffer an insolvency event and we reasonably believe we are unlikely to receive payment for the Service;

d. Your Service is suspended for more than fourteen (14) days by reason of your acts or omissions;or

e. If we reasonably determine that it is not technically or operationally feasible or commercially viable to supply the Service to you.

18.4 We may cancel the Service as soon as we give you notice, unless as otherwise set out in the Agreement.

18.5 If the Service is cancelled:

a. You are liable for any charges incurred up to, and including, the cancellation date, including the annual fee for the then current year (which will not be applied on a pro-rata basis);

b. You authorise us to apply any over payment on your account and/or money that you have paid in advance for the Service which is being cancelled to pay for any undisputed outstanding charges;

c. If you pay for the Service by direct debit payment, you authorise us to debit any undisputed amount outstanding; and

d. If your account is in credit in respect of a future year, we will contact you to arrange for a refund to your nominated account.

18.6 No cancellation fee is payable by you if the Agreement is cancelled in accordance with these terms and conditions.

19. Suspension

19.1 We may suspend the Service with immediate effect at any time without liability if we become aware of unauthorised usage of the Service by you and/or your Personnel.

19.2 We may suspend the Service if any amount owing to us is not paid within seven (7) days of us sending you written notice.

20. Assignment and Transfer

20.1 We may assign some or all of our rights and obligations under the Agreement without your consent or notice to you.

20.2 Any assignment of some or all of your rights and obligations under the Agreement is subject to our prior consent.

21. Application

We may refuse your request for access or provision of the Service at our sole discretion.

22. Complaints and Disputes

22.1 If you have any complaints in connection with the Service or the Web App, you may complain in writing by email to quality@lasa.asn.au. Any concerns or complaints concerning the handling of personal information should be directed to: Company Secretary. Requests may be required in writing and resolution of concerns will be sought as promptly as possible. The Australian Government’s Privacy Commissioner is an additional source of information (see www.privacy.gov.au).

22.2 We will use our best endeavours to resolve all complaints, however if we are not able to resolve a complaint to your satisfaction, you may take any other action as available to you at law.

23. Liability and Indemnity

23.1 To the maximum extent permitted by law, we will not be liable for any:

a. Loss or damage of any kind that is directly or indirectly caused by or results from any wrongful, wilful, negligent act or omission or you or your Personnel or Authorised Users;

b. Loss of profits, revenue, anticipated savings, business, opportunity, contract or goodwill, or any consequential, indirect or special loss (including loss of or corruption of Customer Data), damage or injury of any kind suffered or incurred by you or your Personnel arising directly or indirectly from your access to and use of the Service and/or the Web App; your access, reliance or dependency upon Information and/or Third Party Material; the performance or non-performance of our obligations under the Agreement (including, but not limited to, a failure to meet any service level agreed to for the purposes of the Agreement), any breach of our obligations under or in connection with the Agreement or from any negligence, misrepresentation or other act or omission on our part; and/or

c. Any Updates or change we may make to the Services and/or the Web App from time to time.

23.2 We will not be considered to be in breach of any obligations set out in the Agreement that relates to the performance of the Service, or a commitment to any particular standard of service, where the failure, delay or other breach arises from, or is contributed to, by an Intervening Event.

23.3 Notwithstanding anything else in the Agreement, our total liability to you in respect of all claims arising in connection with this Agreement or the Service we provide, shall not exceed the aggregate of the fees paid by you to us in the twelve (12) months prior to the date of your claim.

23.4 You indemnify us and must keep us and our Personnel indemnified against all claims, suits, actions, demands, Loss (including consequential, special, punitive, indirect or economic loss or damage, loss of profits or opportunity), liability, costs, expenses (including legal expenses on a full indemnity basis and any debt recovery agency fees), judgements and awards made against us or incurred by us to the extent that such is caused (directly or indirectly) by your breach of the Agreement or any negligent act or omission or breach of any law, by you or any of your Personnel.

24. General

24.1 The Agreement is governed by the laws of New South Wales and is subject to exclusive jurisdiction of the courts of New South Wales, and courts of appeal from them.

24.2 Notices under the Agreement or in accordance with these terms and conditions must be delivered by email to the email address of the party. You agree to promptly notify us of any change in your email address used for the delivery of notices under this clause 24.2.

24.3 No right under the Agreement will be deemed to be waived except by notice in writing signed by each party.

24.4 The clauses of the Agreement which are capable of having effect after the expiration of the Agreement or termination will remain in full force and effect following the expiration of the Term or termination. Without limiting the foregoing, clauses 4 (Privacy), 5 (De-identified Information), 6 (Identified Information), 9 (Storage and Retention of Customer Data), 10 (Data Security), 12 (Intellectual Property Rights), 18.5 (If the Service is cancelled) and 23 (Liability and Indemnity).

24.5 We may assign any rights under these terms and conditions to a third party without your prior written consent. You acknowledge and agree that the rights conferred on you under these terms and conditions are personal to you and cannot be assigned or novated to another party except with our prior written consent.

24.5 Each party must, without further consideration, sign, execute and deliver any document and perform any other act that is necessary or desirable to give full effect to these terms and conditions.

24.6 In the event of any inconsistency between a provision in these terms and conditions and another part of the Agreement, then unless otherwise stated, these terms and conditions prevail to the extent of the inconsistency.

24.7 No rule of contract interpretation must be applied in the interpretation of these terms and conditions to the disadvantage of one party on the basis that it prepared or put forward these terms or any document comprising these terms.

25. Definitions

In these terms and conditions, the following words have the meaning set out below:

Acceptable Use Policy means our policy posted on our website or within the Web App, titled ‘Acceptable Use Policy’ that relates to the proper use of the Web App and Customer Data, and which applies to all subscribers to the service, which may be varied by us (if any).

Agreement means the agreement between you and us for provision of the Service consisting of these terms and conditions and the agreed quotation or pricing proposal for the Service, including any Special Offer.

Authorised User means your officers, employees, contractors, volunteers and consumers.

Business Day means a day in Sydney, NSW other than a Saturday, Sunday or public holiday.

Customer Administrator user means a person designated by you from time to time to be responsible for administering the list of active users at any time.

Customer Data means any data, information or other material in any form that is loaded, stored or processed by the Webb App or any device that is used to transfer data, which is loaded into, stored in or processed by the Webb App, by any person other than us, and any data, information and records generated by you or owned or supplied by you in connection with the Web App.

GST means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related legislation (as amended).

Intellectual Property Rights means all statutory and other proprietary rights in respect of patents, designs, copyright, databases, moral rights, trade and business names (including domain names) and all trade secrets, confidentiality, know-how and technical information owned by us.

Information means content presented in the Web App. This includes without limitation, text, graphics, artwork and design.

Intervening Event means:

a.    an outage, failure or degradation of performance or malfunction resulting from your acts or omissions, the acts or omissions of third parties, including damage to networks or infrastructure caused by third parties, a malfunction or failure of telecommunications

equipment or services, including the internet, a virus, trojan horse or any malicious code, industrial action or inaction or event beyond our control;

b.    outages for maintenance, activation of configurations, back-ups or other purposes that require the Service to be temporarily taken offline;

c.     outages or degradations in service occurring as a result of any third party software that is used by us to provide the Services;

d.    events resulting from an interruption or shut down of the Service due to an emergency;

e.    outages due to system administration, commands, or file transfers performed by you or your Personnel; or

f.      your lack of availability or untimely response time from you to incidents that require a response from you.

LASA Marks means all trade marks, service marks, logos or other words or symbols identifying the Services or our business and which are owned by or licensed to us.

Loss means any loss, costs, liability, injury or damage, including reasonable legal costs.

Minimum Term means a period of twelve (12) months commencing on the Service Start Date and expiring at midnight on the date twelve (12) months after the Service Start Date.

Normal Business Hours means the hours between 9am to 5pm AEST, on a Business Day.

Personnel means the officers, employees, agents, contractors or other authorised representatives of a party to the Agreement.

Service means the services which we provide to you by providing access to the features, Information and Third Party Material in the Web App.

Service Start Date means the date on which we first make the Service available to you or any later date on which your subscription is renewed.

Special Offer means a special promotion or offer made by us to you in connection with the Service.

Third Party Material means Information or material owned or provided by a third party that is included, accessed or provided through the Service and Web App.

Update means a release of software that corrects faults, adds functionality, or otherwise amends or updates the Service or Web App.

User Terms means the terms and conditions accepted by each Authorised User on accessing or using the Web App.

we, us and our means Leading Age Services Australia Limited (ABN 71 156 349 594) of 42 Giles Street, Kingston, Canberra, and includes its officers, employees, contractors, agents, successors and assignees.

Web App means the online system being the Centro ASSIST internet application.

you and your means the customer, being the person or organisation recognised by us as the subscriber to the Service.