Terms of service.

These terms of service (the “Terms”) form a binding agreement between Caredly (“Caredly”, “we”, “us”, or “our”) and the organisation accepting these Terms (the “Customer”, “you”, or “your”). They take effect from the earliest of: signing up for an account, accepting an invitation to join an existing organisation, signing an order form, or first using the service.

You confirm that you are authorised to enter into these Terms on behalf of your organisation and that all individuals using the service through your account are at least eighteen (18) years of age and authorised by the Customer.

If you do not agree to these Terms, do not use the service.

In these Terms:

• Caredly / Service means the Caredly hosted software platform, including the website, the application, all related APIs, and any documentation, support, and updates provided by us.
• Customer means the legal entity that has accepted these Terms or signed an order form, on whose behalf the service is being used.
• Authorised User means an employee, contractor, or stakeholder of the Customer who has been granted access to the service by the Customer.
• Participant Data means any data uploaded by or on behalf of the Customer about NDIS participants, their families, stakeholders, support workers, or other third parties.
• Subscriptionmeans the Customer’s paid right to access the service for the term and on the plan recorded in the order form or in the application.
• Order Formmeans any document, online checkout, or written agreement specifying the plan, pricing, and term of the Customer’s subscription.
• Confidential Information means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would consider confidential, including Participant Data, pricing, and product roadmap.
• Documentation means the user-facing documentation, help articles, and policies published at caredly.com.au.
• Term means the period during which the Customer is entitled to access the service under these Terms.
• Effective Date means the date the Customer first accepts these Terms.

Caredly provides a hosted, person-centred CRM and operations platform for Australian NDIS providers. The service includes participant records, stakeholder management, shift documentation, configurable forms, audit trails, reporting, and AI-assisted features such as the care assistant, voice transcription, and narrative generation.

The service is intended for Australian NDIS providers and their authorised staff. The Customer is responsible for ensuring its use of the service is consistent with its own NDIS registration and any applicable regulatory requirements.

We may modify the service from time to time to fix bugs, add features, or improve security. Where a change materially reducesexisting functionality, we will provide thirty (30) days’ written notice before the change takes effect.

The Customer is responsible for:

• maintaining accurate, current account information for itself and its Authorised Users;
• keeping all credentials, including passwords and two-factor secrets, confidential and secure;
• controlling who within the organisation has access to the service and assigning appropriate roles and permissions;
• promptly revoking access for Authorised Users who leave the organisation, change roles, or whose access is no longer required; and
• all activity that occurs under its account, whether or not authorised.

Each Authorised User must, before using the service, accept these Terms and the privacy policy. The Customer remains liable for the acts and omissions of its Authorised Users as if they were its own.

The Customer is the data controller for Participant Data. Caredly processes Participant Data on the Customer’s behalf as a service provider, in accordance with these Terms and the privacy policy.

The Customer warrants that:

• it has lawful authority and the necessary consents to upload Participant Data into the service;
• it has provided participants and their guardians or authorised representatives with all required notices under the Australian Privacy Principles, the Privacy Act 1988 (Cth), the National Disability Insurance Scheme Act 2013 (Cth), and any applicable state or territory laws;
• it holds all NDIS registrations, professional registrations, and authorisations required to deliver the supports recorded in the service; and
• it will use the service only for purposes consistent with those notices and consents.

The Customer and its Authorised Users must not:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the service;
• scrape, crawl, or extract data from the service through automated means other than the APIs we provide;
• share account credentials, sell access to the service, or permit access by anyone other than Authorised Users;
• upload viruses, malware, or any code or content that could damage, disable, or impair the service;
• use the service to violate any law, including the Privacy Act 1988 (Cth), the NDIS Act 2013 (Cth), the Spam Act 2003 (Cth), or Australian consumer law;
• use the service to harass, threaten, or harm any individual, including participants, staff, or other stakeholders;
• attempt to extract Caredly’s source code, models, prompts, or underlying intellectual property from the service or its outputs;
• use Participant Data, prompts, AI outputs, or any other content generated by or through the service to train competing AI models or services; or
• interfere with or disrupt the integrity, security, or performance of the service or the data of other customers.

We may suspend or terminate accounts that breach this section, without refund, after providing reasonable notice except where the breach is ongoing and serious.

Pricing is set out in the Customer’s order form or in the in-app checkout. Caredly is sold on a per-participant SaaS subscription basis.

• Currency and tax. All fees are in Australian Dollars (AUD), exclusive of GST. GST is added where applicable under Australian law.
• Billing cycle. Subscriptions are billed monthly in advance. The first month is billed on the Effective Date.
• Renewal.Subscriptions automatically renew each month on the same terms. Either party may cancel renewal with thirty (30) days’ notice.
• Payment method. Payments are processed through Stripe. The Customer authorises us (and Stripe) to charge the nominated payment method for all fees due under these Terms.
• Late payments.If a payment fails or is overdue, we allow a fourteen (14) day grace period. Accounts that remain unpaid after the grace period may be suspended. Accounts overdue by sixty (60) days or more may be terminated and the Customer’s data deleted in accordance with Section 18 (Data export & deletion).
• Refunds. A pro-rata refund is available for material outages that exceed our service-level commitment described in Section 13 (Service availability & support). Otherwise, fees are non-refundable.
• Price changes.We may change pricing for renewal periods on at least sixty (60) days’ written notice. Changes do not apply to the current paid period.

Customers in our early-access cohort receive a fifty per cent (50%) discount off the standard list price for their first six (6) months of paid subscription, unless otherwise agreed in writing.

After the discount period, the subscription continues at the standard list price for the Customer’s plan unless we have agreed alternative pricing in writing.

Where a free trial is offered, the trial is provided as-is, without warranty, and we may modify or terminate it at any time.

As between the parties:

• Caredly retains all right, title, and interest in and to the service, including all software, code, models, prompts, designs, documentation, and the Caredly brand, name, logos, and trade marks. No licence is granted other than the limited right to use the service in accordance with these Terms.
• Customer retains all right, title, and interest in Participant Data and any other content uploaded to the service. The Customer grants Caredly a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process, and back up that content solely for the purpose of providing the service to the Customer.

We may collect and use de-identified, aggregated metrics about service usage to operate, secure, and improve the service. Such aggregated metrics will not identify the Customer or any individual.

The service includes AI-assisted features that produce drafts, suggestions, and summaries based on input data. AI outputs are tools to assist Authorised Users — they are not professional clinical, medical, behavioural, financial, or legal advice.

The Customer remains responsible for all clinical, support, behavioural, and reporting decisions made about participants, and must apply appropriate human judgement before relying on AI outputs. The Customer acknowledges that AI outputs may contain errors, omissions, or inaccuracies, and that the Customer is responsible for reviewing and editing outputs before relying on them.

Each party will:

1. keep the other party’s Confidential Information confidential and protect it with at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no case less than reasonable care;
2. use Confidential Information only for the purpose of performing its obligations under these Terms; and
3. disclose Confidential Information only to those of its personnel and sub-processors who need to know it for that purpose and who are bound by equivalent confidentiality obligations.

These obligations do not apply to information that is or becomes public through no breach of these Terms, was lawfully known before disclosure, is independently developed without use of the other party’s Confidential Information, or is required to be disclosed by law (in which case the recipient will, where lawful, give the other party prompt notice).

Caredly maintains a documented information security programme aligned with the Australian Privacy Principles, the Notifiable Data Breaches scheme, and the expectations of the NDIS Quality and Safeguards Commission. Full details are available on our security page.

Our handling of personal information, including Participant Data, is governed by our privacy policy, which is incorporated into these Terms by reference.

We target service availability of 99.5% per calendar month, measured at the application layer and excluding planned maintenance windows for which we have given reasonable notice (typically at least forty-eight (48) hours).

Support response targets, by plan:

• Standard — email response within one (1) business day;
• Priority — email response within four (4) business hours;
• Enterprise — email response within one (1) business hour during business hours.

We are not liable for outages or disruptions caused by third-party providers (including Supabase, Stripe, Anthropic, Resend, Vercel, or Cloudflare), force majeure, or the Customer’s own network, equipment, or configuration.

Each party warrants that it has the corporate authority to enter into these Terms and to perform its obligations under them.

Caredly warrants that the service will perform substantially in accordance with the Documentation. As the Customer’s exclusive remedy for breach of this warranty, we will use reasonable efforts to correct the non-conformity. If we are unable to do so within a reasonable time, the Customer may terminate the affected subscription and receive a pro-rata refund for the unused portion of the prepaid period.

Except for the limited warranties expressly set out in these Terms, the service is provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Australian Consumer Law. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot lawfully be excluded, restricted, or modified.

To the maximum extent permitted by law, and subject to the carve-outs below:

1. Liability cap.Each party’s aggregate liability arising out of or relating to these Terms is limited to the greater of (a) AUD $10,000 or (b) the fees paid by the Customer to Caredly in the twelve (12) months immediately preceding the event giving rise to the liability.
2. Excluded losses. Neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of data (other than as expressly provided in these Terms).

The cap and exclusions above do not apply to: (a) the Customer’s payment obligations; (b) either party’s wilful misconduct or gross negligence; (c) infringement by a party of the other’s intellectual property rights; (d) breach of confidentiality; or (e) any liability that cannot lawfully be excluded or limited, including under the Australian Consumer Law.

For non-excludable consumer guarantees that apply, our liability is limited (at our option) to re-supplying the service or paying the cost of having the service re-supplied, where it is fair and reasonable to do so.

Customer indemnity. The Customer will indemnify, defend, and hold harmless Caredly and its officers, employees, and contractors from and against any third-party claim, demand, loss, or expense (including reasonable legal costs) arising out of or relating to:

• content the Customer or its Authorised Users upload to the service;
• the Customer’s lack of authority or consent to upload Participant Data;
• the Customer’s breach of any law or regulation; or
• the acts or omissions of the Customer’s Authorised Users.

Caredly indemnity.Caredly will indemnify, defend, and hold harmless the Customer against any third-party claim that the service, when used in accordance with these Terms, infringes the third-party’s Australian intellectual property rights. This indemnity does not apply to claims arising from (a) Customer content; (b) the Customer’s combination of the service with other products not provided by Caredly; or (c) the Customer’s use of the service other than as permitted by these Terms.

The indemnified party must promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defence and settlement (provided no settlement admits liability or imposes obligations on the indemnified party without consent), and provide reasonable cooperation.

The initial term of the subscription is set out in the order form or in the in-app checkout. The subscription renews on a monthly basis unless terminated in accordance with this section.

• Termination for material breach. Either party may terminate these Terms if the other party materially breaches them and fails to cure the breach within thirty (30) days of receiving written notice.
• Termination for convenience by the Customer.The Customer may terminate its subscription for convenience on thirty (30) days’ written notice.
• Termination for convenience by Caredly.Caredly may terminate the subscription for convenience only on ninety (90) days’ written notice, except where the termination is for breach or as required by law.
• Termination for insolvency. Either party may terminate immediately on written notice if the other becomes insolvent, enters administration or liquidation, or is unable to pay its debts as they fall due.

On termination of these Terms:

1. the Customer’s access to the service will be disabled within seven (7) days of the effective date of termination;
2. the Customer may export Participant Data and other content for a period of thirty (30) days after termination, in accordance with Section 18 (Data export & deletion); and
3. after the export period, Caredly will delete Customer data within sixty (60) days, unless retention is required by law (in which case the data will continue to be protected under these Terms until lawful deletion).

The Customer may export its data (Participant Data, shift notes, audit logs, and configuration) in machine-readable form via the platform at any time during the term of the subscription.

On termination, the Customer has thirty (30) days to complete a final export. After this period:

• production data is deleted within sixty (60) days of the end of the export period; and
• backups containing the Customer’s data are overwritten within ninety (90) days of the end of the export period in the normal course of our backup retention cycle.

Where Australian law requires retention of certain records (including NDIS record-keeping obligations), Caredly may retain the relevant data for the legally required period, with the protections of these Terms and the privacy policy continuing to apply.

These Terms are governed by the laws of New South Wales, Australia.

The parties will first attempt to resolve any dispute by good-faith discussion between senior representatives. If the dispute is not resolved within thirty (30) days of being raised in writing, either party may refer the dispute to binding arbitration seated in Sydney, Australia, conducted under the Australian Centre for International Commercial Arbitration (ACICA) Rules. The arbitration will be conducted by a sole arbitrator, in English, and the arbitral award will be final and binding.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or data.

• Force majeure. Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including natural disasters, acts of war or terrorism, government action, internet or telecommunications failure, or third-party cloud outages.
• Assignment. The Customer may not assign these Terms without our prior written consent (which we will not unreasonably withhold). Caredly may assign these Terms on notice in connection with a merger, acquisition, or sale of substantially all of its assets.
• Notices. Notices under these Terms must be given in writing, and may be delivered by email to the address on file plus an in-app notification. Notices to Caredly should be sent to legal@caredly.com.au.
• Severability. If any provision of these Terms is found to be unenforceable, the remainder of the Terms continues in full force.
• Entire agreement. These Terms, together with the privacy policy, the security page, and any executed order form, constitute the entire agreement between the parties and supersede any prior arrangement.
• Survival. Provisions that by their nature should survive termination — including intellectual property, confidentiality, limitation of liability, indemnification, and governing law — will survive.
• No waiver. A failure or delay by either party in exercising any right under these Terms is not a waiver of that right.
• Modifications. We may update these Terms from time to time. For material changes, we will notify existing customers at least thirty (30) days before the change takes effect. Continued use of the service after the effective date constitutes acceptance.

For questions about these Terms or to provide formal notices, contact us using the channels below.