Terms of Use

Manage your NDIS business from anywhere with HPA+ mobile apps.
These terms and conditions, Your Order Form, and any materials or documents specifically incorporated by reference constitute an Agreement between You and HPA Plus (this Agreement). By completing the Order Form You indicate that You have read, understood and accepted the terms of this Agreement.

1. Definitions

a. You and Your mean the client identified on the Order Form.

b. HPA Plus, We, Us and Our means HPA Plus Pty Ltd (ACN 668 474 539).

c. User Licence means one (1) non-exclusive and non-transferable licence giving the right to the one (1) User named in the User Licence to use the Software during the Licence Term, in accordance with and subject to the terms of this Agreement.

d. User means a User named in a User Licence in Your User Account.

e. Licence Fee means the amount of money You must pay to Us, using one of the payment methods we accept, to purchase one (1) User Licence.

f. Start Date means the date You first made a payment to Us in accordance with this agreement.

g. Licence Term means the period commencing midnight on the same day as the Start Date each month and ending at midnight on the same day the following month.

h. Your User Account means all User Licences identifying You as the client.

i. Order Form means the information in the form You submitted to us when You first provided Your credit card details or other payment, including updates to that information.

j. Software means the client relationship management software provided by HPA Plus for use by Users in accordance with this Agreement together with the Content available through the Software.

k. Your Data means any data that You or any User uploads, submits or otherwise transmits to HPA Plus directly, or through the Software.

l. Content means data supplied by Us, contained within or supplied in connection with the Software.

m. Device means the hardware used by You to operate the Software including Personal Computers, Mac computers, and all devices using Android or iOS operating systems.

2. Our Responsibilities

Subject to Your compliance with this Agreement, we will provide to each User named in a User Licence:

a. Access to the Software and Content;
b. Data hosting on secure servers located in Australia;
c. Updates to the Software and the Content; and
d. Email support.

However, we will not be responsible for:

e. problems relating to hardware, operating systems or networks; or
f. problems relating to third party software; or
g. data You lose which was not hosted on Our servers; or
h. problems relating to Your information technology and communications infrastructure (ITC).

3. Your Responsibilities

You will:

a. Be responsible for Users’ compliance with the use of the Software;

b. Use reasonable and diligent efforts to prevent unauthorised access to or use of the Software and Content;

c. Notify Us promptly if You become aware of any possible or actual unauthorised access or use of the Software or Content;

d. Ensure that Your and the Users’ use of the Software is in accordance with these terms;

e. When HPA Plus is providing assistance, You must ensure a suitably trained and informed User is available;

f. Be responsible for third party software You use and Your information technology and communications infrastructure (ITC);

g. HPA Plus does not rectify hardware, operating system or network problems or problems relating to

h. which is the responsibility of Your information technology and communications infrastructure (ITC) providers.
You will not:

i. Make the Software and Content available to any person other than the Users;

j. Commercialise the Software; or

k. Use the Software to store or transmit illegal materials or malicious code.

4. Rights to Use

a. Subject to Your payment of the applicable Licence Fee and Your continuing compliance with this Agreement, HPA Plus grants You:
i. one (1) User Licence;
ii. for use during one (1) Licence Term,
in exchange for each payment by You of a Licence Fee.

b. If We have offered and you have accepted a free trial period of the Software:
i. Your Order Form must indicate the number of User Licences You wish to use during the free trial period;
ii. Your Order Form must include all payment information of Yours that we request (which may include Your credit card details);
iii. Upon successfully submitting your Order Form, we will grant you the User Licences you requested, subject to the terms and conditions as apply to all User Licences EXCEPT that You will not be required to pay a Licence Fee during the free trial period;
iv. You may cancel your User Account through the Software at any time prior to the expiration of the trial period, in which case We will not charge You;
v. If You do not cancel your User Account before the free trial period expires, on the following day We will charge You and take payment from You for each User Licence in the User Account and the Start Date (as defined in Definitions) for each such User Licence will be the date we took the payment.

c. All User Licences in Your User Account are for the sole purpose of enabling You to use the Software for Your internal business purposes.

d. All User Licences in Your User Account are subject to this Agreement and will end upon any termination of this Agreement.

e. All functions, data, information, and materials provided by HPA Plus via the Software may only be used by You in the ordinary course of the activities of Your organisation.

f. A User may access and use the Software on multiple Devices, however, only one Device per User may be used at any one time.

g. You must notify Us immediately in writing if You become aware that there may have been an unauthorised use of the Software or any other security breach relating to You or a User.

h. You acknowledge that if a User breaches such policies or this Agreement, in Our sole discretion, We may suspend access to the Software for that User or for all Users in Your User Account.

i. You will be solely responsible and liable for the use of the Software by You, any User or any other person who gains access to the Software as a result of You or a Users’ failure to use reasonable security precautions.

5. Invoicing, Payment and Credit Terms

a. You are the owner of Your User Account.

b. You must inform Us of, and identify to Us, all User Licences which are connected or associated with You or are a related entity of You, including where the User named is Your contractor, Your employee, or Your spouse. We reserve the right to allocate all such User Licences to Your User Account.

c. You may add additional User Licences to Your User Account at any time.

d. All User Licences in Your User Account have the same Licence Term (as defined in Definitions above), irrespective of whether a User Licence is purchased part way through a Licence Term.

e. The standard cost to purchase each User Licence applies at the time of purchase. No pro-rata adjustments or discounts will be given, irrespective of whether a User Licence is purchased part way through a Licence Term.

f. The price for You to purchase a User Licence is determined by Us in Our sole discretion.

g. At any time prior to or during a Licence Term You may cancel one or more User Licences. No refund or pro-rata adjustments or discounts will be given for cancellations.

h. If Your User Account contains no User Licences, You will not have access to the Software. You will regain access when Your User Account contains one or more User Licences.

6. GST and Taxes

Unless stated otherwise, the cost of the Licence Fee and any professional services We provide are exclusive of Goods and Services Tax (GST) which must additionally be payable by You.

7. Intellectual Property

HPA Plus retains all right, title, and interest in the intellectual property rights in the Software. Except as expressly permitted, this Agreement does not grant You any intellectual property rights in the Software or any of its components, which are protected by copyright and other laws.

8. Your Data

HPA Plus acknowledges and agrees that nothing in this Agreement grants to HPA Plus any right, title or interest in any of Your Data other than a limited non-exclusive right to use or process Your Data solely for the purposes of providing the Software. You hereby grant HPA Plus a worldwide, non-exclusive and limited-term license to use Your Data solely to the extent necessary to provide the Software in accordance with this Agreement. You are responsible for ensuring that You have all the necessary rights to grant this licence and that Your Data does not infringe on the rights of any copyright owners, violate any applicable laws or violate the terms of any license or agreement.

9. Data migration

a. If you encounter any problems in relation to transitioning / migrating Your Data to the Software, You must bring them to HPA Plus’s attention, in writing, within 14 days of the problem arising.

b. You must ensure that a copy of Your Data is securely stored and hosted by You until such time as it has been securely migrated to the Software and a further 14 days have passed without issue; and

c. We do not promise or represent that You will be able to successfully migrate Your Data to the Software; and

d. We are not liable for any loss You suffer as a result of problems You experience migrating your Data to the Software.

10. Your Information Technology and Communications Infrastructure

It is Your responsibility to ensure that Your information technology and communications infrastructure (ITC) meet the HPA Plus System Minimum User Requirements which are published at www.hpaplus.com.au and You acknowledge that:

a. The Software may not operate properly (or at all) on non-compliant hardware or platforms.

b. The Software is subject to limitations inherent in the use of Internet and other third-party communication software and Devices and HPA Plus is not responsible for any delays, delivery failures, or other damage resulting from their use.

c. HPA Plus does not accept any responsibility for defects, data corruptions, Software failures or performance degradation caused by viruses or other software or components on Your hardware that may interfere with the way the Software operates.

d. It is Your responsibility to ensure that Your ITC is properly maintained and is not changed in a way which may adversely affect the operation of the Software.

e. Work done by HPA Plus due to failure to comply with (a) to (d) above may be charged to You at standard development rates.

f. During the Licence Term, HPA Plus may offer a mandatory upgrade of the Software to newer versions. This will happen if the operating system or any third-party component used by HPA Plus ceases to be supported by their respective vendors.

g. Your Data that synchronises with the hosted data servers will be backed up by HPA Plus. It is Your responsibility to ensure that all other data stored locally is backed up. You acknowledge that You have no claim against HPA Plus for any loss or damage to data stored locally.

11. Client Acknowledgements and Warranties

Except as expressly provided in this Agreement and to the extent permitted in accordance with applicable law, HPA Plus disclaims all warranties of any kind.
You acknowledge that:

a. HPA Plus does not guarantee or warrant the fitness of the Software for any purpose other than the particular purpose for which it is supplied;

b. You have conducted Your own due diligence, selected the Software based upon Your own skill and judgement and You have satisfied Yourself as to the suitability of the Software;

c. the Software is provided on an “as is” and “as available” basis and HPA Plus does not guarantee, represent, or warrant that Your use of the Software will be uninterrupted or error-free;

d. You are responsible for ensuring that all persons who access the Software through Your User Account are aware of this Agreement and comply with its terms;

e. HPA Plus does not provide any legal, accounting or bookkeeping advice by providing the Software; and

f. Any legal or accounting information, guides, forms, precedents, letters or documents are provided as examples only and are provided on the basis that all Your Users, being suitably qualified or working under the direction of suitably qualified personnel, will rely on their own knowledge and enquiries as to the accuracy and currency of any information contained in the Software.

12. Confidentiality, Privacy and Security

a. It may from time to time be necessary for HPA Plus to review Your information for the purposes of providing the Software. HPA Plus undertakes to exercise the utmost good faith in maintaining all such information as confidential and will use such information only for the purposes of this Agreement.

b. HPA Plus will comply with the requirements of applicable data protection legislation.

13. Term and Termination

a. Either party shall be entitled to terminate this Agreement immediately and at any time for cause by giving written notice to the other party if that other party:
i. commits a material breach of this Agreement and fails to remedy that breach within seven (7) days’ written notice of that breach; or
ii. commits a material breach of this Agreement incapable of remedy.

b. After the effective date of termination or expiration of this Agreement, You will no longer have any right to use or access the Software, or any information or materials that HPA Plus makes available to You under this Agreement.

14. Availability of Data after Termination

a. In the event this Agreement is terminated, You will no longer have access to Your Data. It is Your responsibility to extract it from the Software prior to the termination date. You will otherwise need to purchase a new User Licence to extract Your Data.

b. Your Data remains Your property. HPA Plus will retain Your Data for a minimum of seven (7) years after the effective date of termination or expiration of this Agreement. HPA Plus will then destroy it.

15. Supply and Support Terms and Conditions

By purchasing one or more Licence Agreements, You agree to be bound by these HPA Plus Supply and Support Terms and Conditions.

16. Force Majeure and Delay Beyond HPA Plus’s Control

Notwithstanding any other provision of this Agreement, neither party will be liable for any failure to perform its obligations under this Agreement where that performance is delayed, prevented, restricted or interfered with as a result of a fire, flood, earthquake, utility failure, elements of nature or act of God, riot, civil disorder, rebellion, acts of war or terrorism, telecommunication breakdowns or interruptions and power failures.

17. Suspension or Modification of the Software

We reserve the right to suspend access to the Software, in whole or in part, until further notice, with immediate effect:

a. to periodically maintain or improve the Software;

b. if You fail to pay all or part of any fee by the due date; or

c. if We reasonably believe You are using the Software in a way which constitutes a breach of this Agreement, or is likely to be found illegal.

18. Limitation of Liability

HPA Plus’s liability to You is not limited or excluded where and to the extent, such liability cannot be limited or excluded in accordance with applicable law. In all other circumstances, HPA Plus will not be liable to You or to any third party for any costs, expenses, losses and damages incurred in relation to the Software, whether that liability arises in contract, tort, under statute or otherwise. Without limitation, HPA Plus will in no circumstances be liable for any indirect or consequential losses, loss of profits, loss of revenue or loss of business opportunity.
To the extent permissible by applicable law, HPA Plus’s aggregate liability, for any cause whatsoever, and regardless of the form of the action, is limited to the amount of fees paid, if any, by You for the Software in the six (6) months immediately preceding the date on which the claim arose.

19. Assignment and subcontracting

a. You must not assign or subcontract Your rights and/or obligations under this Agreement without Our prior written approval.

b. We may assign or subcontract the whole or any part of Our obligations under this Agreement, for which We do not need Your approval.

20. Entire Agreement

You acknowledge that this Agreement constitutes the entire understanding between Us and You and supersedes all other prior or contemporaneous negotiations, agreements or understandings whether written or oral between Us and You or otherwise published by Us relating to this Agreement.

21. Governing Law

You acknowledge that this Agreement is governed by the laws in force in Victoria, and each party irrevocably and unconditionally submits to the exclusive jurisdiction of Victoria.

05 August 2023