Terms and Conditions

Last Modified: 05 September 2020

• 1. APPLICABILITY AND DEEMED ACCEPTANCE
• (a) This EULA applies to any End Users of the Vectoryte Platform. You agree to, and will be deemed to have accepted, this EULA when you access the Vectoryte Platform.
• (b) By accessing the Vectoryte Platform, you irrevocably consent to the terms of this EULA and represent and warrant that you will comply with terms of the licence granted to you under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Vectoryte Platform.
• (c) THIS EULA commences on the date you are granted access to the Vectoryte Platform by the Head Licence Holder and will continue until your access to the Vectoryte Platform is terminated by the Head Licence Holder or Vectoryte
• 2. USE OF VECTORYTE PLATFORM
• 2.1 GRANT OF LICENCE
• (a) You are granted a revocable, worldwide, royalty-free licence to use the Vectoryte Platform for the purpose of managing a NDIS plan for which the Head Licence Holder has been engaged by a NDIS participant or authorised participant representative or nominee to manage on their behalf (Purpose).
• (b) You must only use the Vectoryte Platform :
• (i) in accordance with the limitations of the Purpose;
• (ii) in a manner that is consistent and compliant with clause 2.2; and
• (iii) in compliance with any other restrictions as determined by the Head Licence Holder and/ or Vectoryte from time to time.
• 2.2 RESTRICTIONS ON LICENCE
• Except in accordance with clause 2.1(b), you must not:
• (a) permit any person other than yourself use or access the Vectoryte Platform.
• (b) use the Vectoryte Platform for any purpose other than for the purpose for which it was designed, including in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
• (c) act in any way that may harm Vectoryte’s reputation or that of associated or interested parties or do anything at all contrary to the interests of Vectoryte or the Vectoryte Platform;
• (d) make copies of the Vectoryte Platform, create derivative works from or translate the Vectoryte Platform, or adapt, modify or tamper in any way with the Vectoryte Platform;
• (e) publish or otherwise communicate the Vectoryte Platform to the public, including by making it available online or sharing it with third parties;
• (f) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Vectoryte Platform to any third party;
• (g) decompile or reverse engineer the Vectoryte Platform or any part of it, or otherwise attempt to derive its source code; or
• (h) attempt to circumvent any technological protection mechanism or other security feature of the Vectoryte Platform.
• 2.3 LIMITATIONS OF VECTORYTE PLATFORM
• Vectoryte does not guarantee, and make no warranties, to the extent permitted by law, that:
• (a) the Vectoryte Platform will be free from errors or defects;
• (b) the Vectoryte Platform will be accessible or available at all times; or
• (c) any information provided through the Vectoryte Platform is accurate or true.
• 3. YOUR CONTENT
• (a) You grant to Vectoryte a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use your Content to the extent reasonably required to provide you the Vectoryte Platform for the Purpose.
• (b) In this clause 3, Content means any information including personal and sensitive information, documents or materials supplied by you to Vectoryte in connection with the Vectoryte Platform, including any Intellectual Property Rights attaching to those information, documents or materials.
• 4. COMPLIANCE WITH NDIS LAWS
• (a) When using the Vectoryte Platform, you must comply with all applicable NDIS Laws.
• (b) If you are using the Vectoryte Platform on behalf of an NDIS participant, authorised participant representative or nominee, as an NDIS support coordinator, NDIS registered provider or unregistered provider, or otherwise, then you acknowledge and agree that:
• (i) (if applicable) you have legal authority and consent from the NDIS participant you are representing to enter into this EULA and use the Vectoryte Platform on their behalf. You agree to provide evidence of this authority and consent to Vectoryte on request;
• (ii) if at any point the NDIS participant revokes their authority and consent, or othYou must take your own precautions to ensure that the process which you employ for accessing the Vectoryte Platform does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.otherwise does not wish for you to use the Vectoryte Platform on their behalf, you must cease using the Vectoryte Platform on behalf of the NDIS participant;
• (iii) you assume the responsibility for ensuring you pass on any applicable information to the NDIS participant; and
• (iv) any dispute or claim between you and a NDIS participant or the Head Licence Holder is between yourselves. Vectoryte will have no liability for any dispute or claim between you and a NDIS participant or the Head Licence Holder and you will indemnify Vectoryte for any damage, loss or expense in connection with any such dispute or claim.
• 4.2 DEFINITIONS
• In this clause 4:
• (a) NIDS Laws means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time and includes any codes of conduct associated with or connect to the NDIS; and
• (b) all words used in this clause that are defined in the NDIYou indemnify Vectoryte and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Vectoryte Platform or breach of this EULA (or both, as the case may be).
• 5. DISCLAIMERS
• (a) Vectoryte does not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Vectoryte Platform.
• (b) You must take your own precautions to ensure that the process which you employ for accessing the Vectoryte Platform does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
• (c) To the maximum extent permitted by applicable law, Vectoryte limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the Vectoryte Platform to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
• (d) You indemnify Vectoryte and its employees, agents and contractors (Personnel) in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, your use of the Vectoryte Platform or breach of this EULA (or both, as the case may be).
• (e) You acknowledge and agree that Vectoryte will have no liability for any act or omission by you which results in or contributes to damage, loss or expense suffered by you or another user in connection with the use of the Vectoryte Platform and indemnify Vectoryte for any such damage, loss or expense.
• (f) All express or implied representations and warranties given by Vectoryte or its Personnel are, to the maximum extent permitted by applicable law, excluded. Where any law implies a condition, warranty or guarantee into this EULA which may not lawfully be excluded, then to the maximum extent permitted by applicable law, Vectoryte (and its Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
• (i) in the case of goods, their replacement or the supply of equivalent goods or their repair; and
• (ii)in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
• (g) To the maximum extent permitted under applicable law, including the Competition and Consumer Act 2010 (Cth), under no circumstances will Vectoryte or its Personnel be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Vectoryte Platform, this EULA or their subject matter.
• 6. TERMINATION
• 6.1 AUTOMATIC TERMINATION
• This EULA will be automatically terminated, and your license to the Vectoryte Platform will be immediately revoked, if the agreement between Vectoryte and the Head Licence Holder for the use of the Vectoryte Platform expires, is terminated or otherwise comes to an end
• 6.2 TERMINATION BY VECTORYTE OR HEAD LICENCE HOLDER
• Vectoryte or the Head Licence Holder (or both) may terminate this EULA immediately by notice to you if:
• (a) you are in breach of any term of this EULA; or
• (b) you commit, or Vectoryte or the Head Licence Holder reasonably suspects that you may commit, any breach of this EULA
• 6.3 EFFECT OF EXPIRY OR TERMINATION
• (a) In the event of expiry or termination of this EULA, you must:
• (i) immediately cease using the Vectoryte Platform; and
• (ii) remove the Vectoryte Platform from all materials in your care, custody or control that feature the Vectoryte Platform, and, if the Vectoryte Platform cannot be removed, then at Vectoryte’s option, return or destroy all such material.
• (b) Termination of this EULA will not affect any rights accruing to any party to the date of termination nor any obligation performed to the date of termination or any obligation which expressly or impliedly survives termination of this EULA.
• 6.4 YOUR DATA ON TERMINATION
• You are solely responsible for removing any information you store in the Licensed Material prior to termination of this EULA. Vectoryte will not be liable to you for any loss of your or any other user’s data or information upon termination of this EULA.
• 7. PRIVACY
• By using the Vectoryte Platform, you agree to Vectoryte’s “Privacy Policy”, located, here which is incorporated into this EULA by reference. Please read the “Privacy Policy” carefully as it governs Vectoryte’s collection, use, and disclosure of personal information.
• 8. GENERAL
• 8.1 GOVERNING LAW AND JURISDICTION
• This EULA is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this EULA. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
• 8.2 WAIVER
• No party to this EULA may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
• 8.3 FURTHER ACTS AND DOCUMENTS
• Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this EULA.
• 8.4 ASSIGNMENT
• You cannot assign, novate or otherwise transfer your rights or obligations under this EULA without Vectoryte’s prior consent.
• 8.5 ENTIRE AGREEMENT
• This EULA embodies the entire agreement between the parties and supersede any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this EULA.