Terms and Conditions

Software as a Service Agreement (Master Agreement)

Master Agreement End User Licence Agreement

Last Modified: 05 September 2020

These terms and conditions (Terms) govern your membership with Vectoryte’s Platform, a product described on Vectoryte’s website, www.vectoryte.com.au (Subscription). Your subscription is for the tiered package as selected by you and agreed between you and Vectoryte by means of the Website (Subscription Tier).

By clicking the tick box below, paying for your Subscription or otherwise accepting the benefit of any part of the Platform, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (you) and Vectoryte Pty Ltd (ACN 639 814 323) (Vectoryte). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

Vectoryte may change these Terms at any time by updating these Terms on the Website, and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the definitions table at the end of these Terms.

Please read these Term carefully before agreeing to proceed with your Subscription.

1. THE PLATFORM

1.1 YOUR SUBSCRIPTION AND THE PLATFORM

(a) The platform includes, to the extent described in your Subscription Tier, the Software and Support (Platform). You may also include Add-Ons to the Software and if applicable, the Platform also includes any Customisations.
(b) Your Subscription includes the functions set out on the Website for your Subscription Tier. Vectoryte may modify, add or remove functions for each Subscription Tier. Any such changes will be set out on the Website.
(c) As part of registering for, and your continued use of, your Subscription, you will be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, payment details, mobile phone number, NDIS related information and other information as determined by Vectoryte from time to time. You warrant that any information you give to Vectoryte in the course of completing the Subscription registration process is accurate, honest, correct and up to date.

1.2 ONGOING SUBSCRIPTION

Your Subscription will continue to renew indefinitely on a month by month basis, and you will continue to incur Fees (as defined in clause 3.3(a)) until you cancel your Subscription.

1.3 SOFTWARE LICENCE

During the Subscription Period, Vectoryte grants to you a non-exclusive, non-transferable licence to use the Platform for the number of Licensed Users set out in your Subscription Tier.

1.4 THIRD PARTY SOFTWARE, TERMS & CONDITIONS

(a) You acknowledge and agree that third party terms & conditions (Third Party Terms) may apply to your use of the Platform.
(b) You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Platform, and Vectoryte will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
(c) Without limiting clause 1.4(b), Vectoryte will take reasonable steps to notify you of Third Party Terms.
(d) You acknowledge and agree that issues can arise with transferring data to software and between software, and when integrating software with other software Vectoryte cannot guarantee the integration processes to other software will be free from errors, defects or delay. You agree that Vectoryte will not be liable for the functionality of any third party goods or services, including any software.

2. LICENSED USERS

(a) Licensed Users include “Primary Users” and “Secondary Users”.

(i) “Primary Users” must be you or your employees and hold all relevant qualifications and certifications required to provide services as an employee of a Plan Manager (Primary User).
(ii) “Secondary Users” must be NDIS participants, authorised participant representatives or nominees, NDIS registered and unregistered providers or NDIS support coordinators (Secondary User).

(b) To grant access to the Platform for your Licensed Users, you may be required to provide personal information and details of the Licensed Users such as their email address, first and last names, postal and physical addresses, mobile phone number, NDIS related information and other information as determined by Vectoryte from time to time.
(c) You warrant that:

(i) you have the express permission of each of your Licensed Users to give this information to Vectoryte for the purpose of granting the Licensed User access to the Platform; and
(ii) any information you give to Vectoryte in the course of granting access to the Platform to a Licensed User is, to the best of your knowledge, accurate, honest, correct and up to date.

3. FEES AND PAYMENT

3.1 SUBSCRIPTION FEES

(a) After your free trial, you must pay fees to Vectoryte in the amounts and at the times set out on the Website for your Subscription Tier (Subscription Fees).
(b) The Subscription Fees are due and payable each month for the duration of the Subscription Period, with the first payment being due on the date immediately following any free trial period.
(c) All Subscription Fees must be paid in advance and are non-refundable for change of mind.

3.2 ADD-ON FEES

(a) You may add or remove Add-Ons as part of the Software at any time. Details of any Add-Ons and associated fees (Add-On Fees) will be set out on the Website.
(b) You will be charged the Add-On Fees for the entire month as soon you add an Add-On.
(c) Until you remove an Add-On, or cancel your Subscription, you will be charged the Add-On Fees each month in addition to your Subscription Fees.
(d) All Add-On Fees must be paid in advance and are non-refundable for change of mind.

3.3 PAYMENT

(a) Unless otherwise indicated, the Subscription Fees and Add-On Fees (collectively the Fees) include GST.
(b) Vectoryte reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard and American Express).

3.4 AUTOMATIC RECURRING BILLING

(a) No payments will be due during your free trial.
(b) Your Subscription will continuously renew each month and Vectoryte will continue to direct debit the Fees from your nominated account each month until you cancel your Subscription.
(c) Vectoryte will not pay any charge back amount if you fail to cancel your Subscription.
(d) You acknowledge and agree that your Subscription has a recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. Vectoryte may submit periodic charges for the Fees without further authorisation from you, until you provide prior written notice (receipt of which is confirmed by Vectoryte) that you have terminated this authorisation or wish to change your payment method. Such notice will not affect charges submitted before Vectoryte could reasonably act on such notice. You may terminate your authorisation or change your payment method through your account.

3.5 CHANGE TO FEES
Vectoryte reserves the right, from time to time, to change the Fees. Vectoryte will notify you in advance if the Fees are changed.

4. ADD-ONS

4.1 ADDING ADD-ON

(a) Add-Ons are not available during your free trial.
(b) If you add an Add-On, Vectoryte will:

(i) promptly add the Add-On to your Software; and
(ii) charge you the associated Add-On Fees for an entire month (not on a pro-rata basis), or as relevant, charge you the associated Add-On Fees once you use the Add-On.

4.2 REMOVING AN ADD-ON

(a) If you remove an Add-On, you will have access to the Add-On until the start of your next billing cycle. You will not be refunded any Add-On Fees on a pro-rata basis.
(b) If you remove an Add-On, you acknowledge and agree Vectoryte is not liable, and you release Vectoryte for all claims in relation to, any loss of content, features, or capacity, including any User Data or damage, loss or expense suffered by you or a Licensed User connected to or as a result of the removal of an Add-On.

5. HOSTED SERVICES

(a) You acknowledge and agree that Vectoryte may use storage servers to host the Platform through cloud-based services.
(b) While Vectoryte will use its best efforts to select an appropriate hosting provider, it does not guarantee that the hosting of the Platform will be free from errors or defects or that the Platform will always be accessible or available.
(c) Vectoryte will use its best efforts to ensure that User Data is stored securely, however Vectoryte does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(d) Vectoryte will use its best efforts to create scheduled daily backups of User Data stored by Vectoryte. In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), Vectoryte will attempt to restore the User Data from the latest available backup, but cannot guarantee that this backup will be free from errors or defects.

6. SUPPORT

(a) Vectoryte will take reasonable steps to provide support where necessary to resolve technical issues with the Platform (Support). You must first endeavour to resolve any issues with the Platform internally and Vectoryte will not assist with issues that are beyond Vectoryte’ reasonable control.
(b) You are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Personnel and Licensed Users to access and use the Platform.
(c) You will not have any claim for delay to your, your Personnel or a Licensed User’s access to the Platform due to any failure or delay in Support.
(d) Support does not include fixing or troubleshooting data-based failures.

7. CUSTOMISATIONS

(a) You may request Vectoryte develop bespoke customisations for the Platform that are specifically applicable for you (Customisations). If agreed by Vectoryte, Vectoryte will issue you with a quote for the Customisation.
(b) Any quote for a Customisation will be a separate agreement between you and Vectoryte.
(c) These Terms will apply to a Customisation once it has been deployed as part of your Platform. Additional terms and conditions may also apply for your Customisation and these will be determined by Vectoryte and you will be notified of them prior to deployment of the Customisation.

8. YOUR OBLIGATIONS

8.1 USE OF PLATFORM

(a) You must, and must ensure that all Licensed Users, comply with these Terms at all times. You acknowledges and agrees that Vectoryte will have no liability for any act of a Licensed User for damage, loss or expense suffered by a Licensed User in connection with the use of the Platform and you will indemnify Vectoryte for any such damage, loss or expense.
(b) You must not, and must not encourage or permit any Licensed User or any third party to:

(i) permit any person other than Licensed Users to use or access the Platform.
(ii) use the 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;
(iii) 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 Platform;
(iv )make copies of the Platform, create derivative works from or translate the Platform, or adapt, modify or tamper in any way with the Platform;
(v) publish or otherwise communicate the Platform to the public, including by making it available online or sharing it with third parties;
(vi) sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform to any third party;
(vii) decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code; or
(viii)attempt to circumvent any technological protection mechanism or other security feature of the Platform.

8.2 COMPLIANCE WITH NDIS LAWS

(a) If you remove an Add-On, you will have access to the Add-On until the start of your next billing cycle. You will not be refunded any Add-On Fees on a pro-rata basis.

(i) comply with all NDIS Laws;
(ii) ensure that all Primary Users, comply with all applicable NDIS Laws; and
(iii) use your best efforts to ensure all Secondary Users, comply with all NDIS Laws.

(b) You acknowledge and agree that:

(i) you have legal authority and consent from all NDIS participants or their authorised participant representative or nominee, to use the Platform on their behalf;
(ii) if at any point an NDIS participant or their authorised participant representative or nominee revokes their authority and consent, or otherwise does not wish for you to use the Platform to manage their NDIS plan, you must immediately cease using the Platform for that NDIS participant; and
(iii) any dispute or claim between you and a NDIS participant or their authorised participant representative or nominee, NDIS registered provider or unregistered provider and/ or NDIS support coordinator is between yourselves. Vectoryte will have no liability for any dispute or claim between you and a NDIS participant or their authorised participant representative or nominee, NDIS registered provider or unregistered provider and/ or NDIS support coordinator and you will indemnify Vectoryte for any damage, loss or expense in connection with any such dispute or claim.

9. INTELLECTUAL PROPERTY

9.1 USER 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 the Platform.
(b) You:

(i) warrant that Vectoryte's use of your Content will not infringe any third-party Intellectual Property Rights; and
(ii) indemnify Vectoryte from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

9.2 COMPANY IP
For the purposes of this clause 9:

(a) "Content" means any information including personal and sensitive information, documents or materials supplied by you to Vectoryte in connection with the Platform, including any Intellectual Property Rights attaching to those information, documents or materials.
(b) "Developed IP" means any materials produced by Vectoryte in the course of providing the Platform including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with you or others, and any Intellectual Property Rights attaching to those materials.
(c) "Vectoryte IP" means all materials owned or licensed by Vectoryte that is not Developed IP and any Intellectual Property Rights attaching to those materials.
(d) "Intellectual Property Rights" means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, Confidential Information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of this agreement, whether registered or unregistered.

9.3 DEFINITIONS

(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 the Platform.
(b) You:

(i) warrant that Vectoryte's use of your Content will not infringe any third-party Intellectual Property Rights; and
(ii) indemnify Vectoryte from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

10. USER DATA AND SECURITY

10.1 USER DATA
Vectoryte will:

(a) establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of User Data;
(b) not make any undocumented, unreported or authorised configuration changes to Vectoryte's systems or to the information security controls that secure User Data, if those changes would materially decrease the protections afforded to User Data; and
(c) notify and keep you notified at all times of Vectoryte's current safety and security procedures and safeguards that are made from time to time.

10.2 SECURITY BREACH

(a) Vectoryte will notify you promptly after Vectoryte learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (collectively, Security Breaches).
(b) Vectoryte will promptly investigate each potential, actual or suspected Security Breach and assist you in connection with any investigation that you may desire to conduct with respect to the Security Breach.
(c) Vectoryte will take all steps requested by you to limit, stop or otherwise remedy any potential, actual or suspected Security Breach.

11. CONFIDENTIALITY AND PRIVACY

11.1 CONFIDENTIALITY
Vectoryte will:

(a) Except as contemplated by these Terms, a party must not and must not permit any of its Personnel or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent.
(b) This clause does not apply to:

(i) information which is generally available to the public (other than as a result of a breach of these Terms or another obligation of confidence);
(ii) information required to be disclosed by any Laws; or
(iii) information disclosed by Vectoryte to its subcontractors, employees or agents for the purposes of providing the Platform or its obligations under these Terms.

(c) notify and keep you notified at all times of Vectoryte's current safety and security procedures and safeguards that are made from time to time.

11.2 PRIVACY
You agree to Vectoryte's “Privacy Policy”, located here, which is incorporated into these Terms by reference. Please read the “Privacy Policy” carefully as it governs Vectoryte's collection, use, and disclosure of personal information.

12. WARRANTIES

12.1 VECTORYTE'S WARRANTIES
Vectoryte warrants that:

(a) during your Subscription Period, the Platform will perform substantially in accordance with the intended purpose;
(b) to its knowledge, the use of the Platform in accordance with these Terms will not infringe the Intellectual Property Rights of any third party; and
(c) the Support will be fit for purpose and provided by Personnel who have expertise in the provision of Support.

12.2 CORRECTION OF DEFECTS
Vectoryte will use its best efforts to correct any errors, bugs or defects in the Platform which arise during the Subscription Period and which are notified to Vectoryte by you unless the errors, bugs or defects:

(a) result from the interaction of the Platform with any other Platform or any computer hardware or services not approved by Vectoryte;
(b) result from any misuse of the Platform; or
(c) result from the use of the Platform by you other than in accordance with these Terms or instructions provided by Vectoryte.

12.3 SERVICE LIMITATIONS
The Platform is made available to you strictly on an 'as is' basis. Without limitation, you acknowledge and agree that Vectoryte cannot guarantee that:

(a) the Platform will be free from errors or defects;
(b) the Platform will be accessible at all times; or
(c) information you receive or supply through the Platform will be secure or confidential.

12.4 EXCLUSION OF OTHER WARRANTIES

(a) To the maximum extent permitted by applicable Laws, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.
(b) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

13. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable Laws, Vectoryte's liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms:

(a) is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and
(b) is limited, insofar as it concerns other liability, to the total money paid to Vectoryte under these Terms as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).

14. INDEMNITY
You indemnify Vectoryte from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of:

(a) is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and
(b) is limited, insofar as it concerns other liability, to the total money paid to Vectoryte under these Terms as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).

15. UPGRADES, DOWNGRADES AND CANCELLATION OF YOUR SUBSCRIPTION

15.1 UPGRADE AND DOWNGRADES
(a) You may upgrade or downgrade your Subscription Tier at any time.
(b) If you upgrade your Subscription Tier we will:

(i) provide you with access to the functions for the new Subscription Tier;
(ii) upon providing such access, charge you the difference between the Subscription Fees for your current Subscription Tier and your new Subscription Tier. The difference will be calculated on the Subscriptions Fees payable for an entire month and not on a pro-rata basis; and
(iii) you will then be charged the new Subscription Fee from your next billing cycle.

(i) you will have access to the functions for the old Subscription Tier until the start of your next billing cycle; and
(ii) you will then be charged the new Subscription Fee from your next billing cycle. You will not be refunded any Subscription Fees on a pro-rata basis.

(d) If you downgrade your Subsection Tier, you acknowledge and agree Vectoryte is not liable, and you release Vectoryte for all claims in relation to, any loss of content, features, or capacity, including any User Data or damage, loss or expense suffered by you or a Licensed User connected to or as a result of the downgrade of your Subsection Tier.
15.2 CANCELLATIONS
(a) You may cancel your Subscription by the Website. Your Subscription will end in the then current billing cycle, and you will be charged for that billing cycle. You and all Licensed Users will no longer have access to the Platform at the end of the billing cycling.
(b) Your licence to the Platform will last for the remainder of the then current billing cycle to ensure you have an opportunity to retrieve all your data (including User Data) from the Platform. Once the then current billing cycles ends, Vectoryte will have no liability to store or otherwise retain any data beyond that point, and you release Vectoryte in respect of any loss or damage which may arise out of Vectoryte not retaining any data beyond that point.

16. TERMINATION

16.1 TERMINATION BY VECTORYTE
Vectoryte warrants that:

(a) Vectoryte may terminate these Terms or any Subscription in whole or in part immediately if:

(i) you, a member of your Personnel, or a Licensed User, are in breach of any term of these Terms or any part of a Subscription; or
(ii) you become subject to any form of insolvency or bankruptcy administration.

(b) Upon termination of these Terms by Vectoryte, the Subscription Fees already paid will be non-refundable, and you must promptly pay the remainder of the Subscription Fees applicable for the Subscription Period as if the agreement had not been terminated.

16.2 TERMINATION BY YOU
You may terminate these Terms if:

(a) Vectoryte have committed a material breach of these Terms or a Subscription and have failed to remedy the breach within 30 days’ written notice by you; or
Vectoryte become subject to any form of insolvency or bankruptcy administration.

If you validly terminate in accordance with this clause, no further Fees will be payable by you (unless later found that such termination was invalid).

17. DISPUTE RESOLUTION

(a) The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with these Terms prior to commencing any proceedings.
(b) If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party.
(c) The parties acknowledge and agree that compliance with this clause 17(a) is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:

(i) in the case of applications for urgent interlocutory relief; or
(ii) a breach by another party of this clause 17(a).

18. NOTICES

(a) A notice or other communication to a party under these Terms must be:

(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address most regularly used by the parties to correspond regarding the subject matter of these Terms as at the date of these Terms (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent; or
(ii) when replied to by the other party,

whichever is earlier.

19. ASSIGNMENT

19.1 ASSIGNMENT BY YOU
You cannot assign, novate or otherwise transfer or charge any of its interests, rights or obligations under these Terms without the prior written consent of Vectoryte.
19.2 ASSIGNMENT BY VECTORYTE

(a) Vectoryte may:

(i) assign, novate or otherwise transfer; or
(ii) charge,

any of its interests, rights or obligations under these Terms without your consent.
(b) You must sign all documents required by Vectoryte to give effect to an assignment, novation or otherwise transfer or charge in accordance with clause 19.2(a).

20. FORCE MAJEURE

(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under these Terms (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

(b) Subject to compliance with clause 20(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(c) The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) For the purposes of these Terms, a ‘Force Majeure Event’ means any:

(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of the Affected Party;
(iii) war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
(v) any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.

21. GENERAL

21.1 GOVERNING LAW AND JURISDICTION
These Terms 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 these Terms. 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.
21.2 AMENDMENTS
These Terms may only be amended in accordance with a written agreement between the parties.
21.3 WAIVER
No party to these Terms 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.
21.4 SEVERANCE
Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these Terms is not limited or otherwise affected.
21.5 JOINT AND SEVERAL LIABILITY
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
21.6 COUNTERPARTS
These Terms may be executed in any number of counterparts. Each counterpart constitutes an original of these Terms and all together constitute one agreement.
21.7 COSTS
Except as otherwise provided in these Terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these Terms.
21.8 ENTIRE AGREEMENT
These Terms embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these Terms.
21.9 INTERPRETATION

(a) (singular and plural) words in the singular includes the plural (and vice versa);
(b) (gender) words indicating a gender includes the corresponding words of any other gender;
(c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d) (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e) (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) (these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these Terms, and a reference to these Terms includes all schedules, exhibits, attachments and annexures to it;
(g) (document) a reference to a document (including these Terms) is to that document as varied, novated, ratified or replaced from time to time;
(h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i) (includes) the word "includes" and similar words in any form is not a word of limitation; and
(j) (adverse interpretation) no provision of these Terms will be interpreted adversely to a party because that party was responsible for the preparation of these Terms or that provision.

22. DEFINITIONS
In these Terms, capitalised terms have the meaning given to them in the Key Details, and the following phrases have the meaning set out below.

Term	Definition
Confidential Information	means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.
Laws	mean any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time and includes any codes of conduct.
Licensed User	means a user of the Platform who has been validly granted access to the Platform by you in accordance with clause 1.3.
NDIS	means the National Disability Insurance Scheme.
Personnel	means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Plan Manager	means an NDIS registered plan management provider.
Platform	has the meaning given in clause 1.1(a).
Subscription Period	means the period of your Subscription to the Platform.
User Data	means files, data or any other information, which is uploaded or inserted to the Platform by you or your Licensed Users.
Website	means the website at the URL set out in the first paragraph of these Terms, and any other site operated by Vectoryte in connection with the Platform.
Software	means the plan management platform developed by Vectoryte for NDIS registered plan management providers.

Terms and Conditions

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