These terms and conditions together make up a legally binding agreement (the Agreement) between: Ariel Community Pty Ltd ACN 640 616 404 (referred to in these terms as “Us” “We” and “Our”) AND the person(s) or company named in the Business Application (referred to in these terms as “you”). This Agreement may be accepted by you submitting your Business Application or signing these terms and conditions.
THE PARTIES AGREE as follows:
1.1 You agree that:
(a) all information submitted with your Business Application is correct and true. If any of the information submitted changes, you must notify Us as soon as possible as this may affect your eligibility for inclusion on our App; (b) you will provide your NDIS provider number and all information necessary to verify that you are a registered NDIS provider. If any time your NDIS provider registration is cancelled and revoked you must immediately notify us. (c) Prior to entering this Agreement, you have made your own independent enquiries and satisfied yourself as to the fitness for purpose of the App and, to the extent permitted by law, We makes no warranty, promise or representation in relation to our App, either expressly or impliedly and any warranties, terms and conditions in relation to the fitness of the App for any purpose, whether implied by use, statute or otherwise is, to the extent permitted by law, hereby excluded.
1.2 You agree that if any documentation or information supplied to Us is incomplete or inaccurate We will not be responsible for any delays or liability arising as a result.
2.1 The fee payable by you will be based on the subscription package purchased. You can pay your app subscription by monthly payments or as an annual fee.
2.2 There is no refund on annual and monthly subscriptions for change of mind. For example, if you downgrade your monthly or annual subscription, you will not receive a refund of the difference in price between your current subscription and the downgraded subscription.
2.3 If you upgrade your subscription, your current subscription plan will not be prorated and you will pay the new monthly subscription fee on the date that you upgrade your subscription.
2.4 Unless stated otherwise Our fees exclude GST. You agree to pay any GST imposed on Us now or in the future in relation to this Agreement. Where GST is payable on any taxable supply made under this Agreement, You agree the Fees payable for the supply will be increased by any amount equivalent to the GST payable by Us in respect of that supply.
3.1 We will set the locations in which our App will be provided. A provider may submit a Business Application from any location in Australia but your business may not be shown on the App if it is not within one of our locations. We will notify you when new locations are available on our App.
3.2 We will not charge you any fees until the location in which you operate your business goes live.
4.1 Our aggregate liability to you for any Loss arising out of or in connection with:
(d) Any act, error, negligence, misrepresentation or omission concerning or arising out of all of the Services provided under this Agreement (including any pre contractual statement, representation or warranty as to the quality or fitness of the Services or as to our ability to perform the Services);
(e) Any breach of the Agreement or breach of duty of any kind owed in connection with the provision of the Services; will be limited to and will not in any circumstances exceed the total Fees paid by you under this Agreement. This limitation applies to the aggregate Loss suffered or incurred by you in respect of all Services provided under all Letter of Engagements issued to you under this Agreement
4.2 In no event will We be liable for any loss of profit, revenues, anticipated savings, business or investment opportunities, internal management costs or any other indirect or consequential loss. For the avoidance of doubt, multiple claims arising out of (or based on) the same act, error or omission, or series of continuous, or repeated acts, errors or omissions will be considered a single loss.
4.3 The limitation on liability in clause 3.1 does not apply to any liability which arises solely and directly from Our fraud or dishonesty.
4.4 Nothing in this Agreement is intended to exclude or restrict any liability that cannot be excluded or restricted by law.
5.1 A party receiving Confidential Information (“receiving party”) which is provided by or on behalf of the other party (“disclosing party”) must not deal with the disclosing party’s Confidential Information in any way that might prejudice its confidentiality.
5.2 The parties acknowledge that information resulting from Our activities pursuant to this Agreement will also be regarded as Confidential Information.
5.3 The receiving party’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by:
(a) the Company, in the case of Confidential Information pertaining to the Company’s business; and
(b) the Company’s client, in the case of Confidential Information pertaining to the business of any of the Company’s clients.
5.4 At the end of the Term, or when earlier directed by the disclosing party:
(a) all Confidential Information must be returned to the disclosing party, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the receiving party makes; and
(b) the receiving party must erase and destroy any copies of any software containing or comprising the Confidential Information in the receiving party’s possession or under the receiving party’s control or that may have been loaded onto a computer possessed or controlled by the receiving party.
5.5 The Confidential Information does not include information which:
(a) is generally available in the public domain otherwise than as a result of a breach of this clause by the receiving party; or
(b) was known by the receiving party prior to the disclosing party disclosing the information to the receiving party.
5.6 The receiving party agrees to indemnify the disclosing party fully against all liabilities, costs and expenses which the disclosing party may incur as a direct result of any breach of this clause by the receiving party.
5.7 The receiving party acknowledges that damages may be an inadequate remedy for breach of this clause and that the disclosing party may obtain injunctive relief against the receiving party for any breach of this clause.
5.8 The obligations accepted by the receiving party under this clause survive termination or expiry of this Agreement.
6.1 You acknowledge that We will own all Intellectual Property Rights in our App. To the extent that any Intellectual Property Rights in respect of the App vests in you, you assign all such Intellectual Property Rights to Us with such assignment effective immediately upon the relevant Intellectual Property Rights vesting in you..
6.2 We agree to grant you a non-exclusive, non-transferable, royalty free licence to use and reproduce the Intellectual Property Rights our App for the sole purpose of ensuring that you obtain the benefit of our App.
7.1 Neither Party has any liability under or may be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from circumstances beyond the reasonable control of that Party.
7.2 The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
7.3 If such circumstances continue for a continuous period of more than 3 months, either Party may terminate this agreement by written notice to the other Party.
8.1 We may terminate this Agreement by notice in writing to you, if you:
(a) fail to observe any term of this Agreement;
(b) fail to rectify a breach, to Our satisfaction, following the expiration of 7 days’ notice of the breach being given in writing by Us to you;
(c) provide inaccurate or false information about your status as a NDIS provider or the NDIS services that you provide;
8.2 Notwithstanding any other provision of this Agreement, We may terminate this Agreement for any reason by providing you with 7 days’ notice
8.3 You may terminate this Agreement by giving at least 7 days’ written notice, however, any fees already paid by you will not be refunded.
5.1 The parties expressly agree that this Agreement will be governed by and interpreted in accordance with the laws of New South Wales.
These Terms terminate automatically if, for any reason, we cease to operate the App or website.
(a) Confidential Information includes any information marked as confidential and any information received or developed by a party, which is not publicly available and relates to processes, equipment and techniques used by the disclosing party in the course of the disclosing party’s business. This includes all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.
(b) Intellectual Property Rights means copyright, trademark, design, patent, semiconductor or circuit layout rights and any other rights whether or not they are registered or registrable, relevant to, among other things, the textual, graphical, audio and other information, content, data or material used by Us in respect to this Agreement
(c) Loss means any and all loss (including pure financial loss), injury, liability, damage, compensation, claim, demand, expense, interest or cost, including reasonable legal fees, whether arising in tor, contract or otherwise (including costs awarded or incurred) of any kind.
(d) Services means the ability for you to be included as a recognised NDIS provider on our App.
By registering your business on the Ariel App you are agreeing to the above Business Terms and Conditions.