Terms of Use - Paperbark NDIS

Welcome to Paperbark. We are Paperbark Quality Collective Pty Ltd (ABN 51 691 335 832) ("we", "our" or "us"). We provide online tools that help NDIS service providers and other disability sector organisations generate policy, procedure and compliance documents, as described on our website at www.paperbarkndis.com.au (Website).

Those tools, together with any related documentation, are our Tools, and the documents they generate are Documents.

These terms and conditions (Terms) govern your access to and use of the Tools and the Documents, and any other goods or services we provide to you in connection with them. You can view the most current version of these Terms at www.paperbarkndis.com.au/terms-of-use.

Please read these Terms carefully before you use the Tools.

Some of our Tools are free to use and do not require an account (Free Tools). Others require you to register for a free account (Account Tools), and certain Tools are made available on payment of a one-off fee (Paid Tools), including our Certification and SIL toolkits.

Except where these Terms state otherwise, they apply to all of the Tools.

1. Reading and accepting these Terms

In these Terms, capitalised words and phrases have the meanings given to them where they appear in bold brackets, or as set out in the Definitions table at the end of these Terms.

By clicking to accept these Terms, creating an Account, purchasing or using any Tool, or otherwise accepting the benefit of any Tool or Document, you agree to be bound by these Terms as a binding agreement between you (the person using the Tools, or the organisation you represent and use the Tools on behalf of) ("you" or "your") and us.

We may change these Terms at any time by publishing the updated Terms on our Website. Where the change is material, we will take reasonable steps to notify you (including, for Account holders, by email). Your continued use of the Tools after an update takes effect is taken to be your acceptance of the amended Terms. The version of these Terms that applies to a Paid Tool is the version in force when you purchase that Tool.

2. Eligibility

By accepting these Terms, you represent and warrant that:

you are at least 18 years old and have the legal capacity and authority to enter into a binding contract with us;
you are using the Tools for business or professional purposes and not for personal, domestic or household use; and
where you use the Tools on behalf of an organisation, employer or other legal entity (Represented Entity), you are authorised to bind that Represented Entity, in which case "you" and "your" mean the Represented Entity.

3. About Paperbark and the Tools

You acknowledge and agree that:

we provide software only. We are not an NDIS provider, we are not a registered NDIS provider, and we do not provide disability supports or services, consulting services, auditing services, or legal, compliance or other professional advice;
the Tools operate by asking you questions about your organisation and assembling your answers (including any free-text answers you enter) into a Document in a set format. The Tools do not assess, verify or validate the accuracy, quality, adequacy or compliance of the answers or free-text content you provide;
the Documents are a starting point only, and are intended to be reviewed, customised, completed and implemented by you to reflect your organisation's actual practices and circumstances;
we are not affiliated with, endorsed by, or acting on behalf of the National Disability Insurance Agency (NDIA), the NDIS Quality and Safeguards Commission (NDIS Commission) or any government body, and nothing in the Tools, the Documents or on our Website should be taken as an official, approved or endorsed NDIS product; and
any general information provided through the Tools or our Website is general in nature, may not be suitable for your circumstances, and does not constitute professional advice. It is your responsibility to comply with all Laws relevant to your organisation, including the NDIS Practice Standards and applicable privacy and work health and safety Laws, and to obtain your own professional advice where you need it.

4. No guarantee of compliance, audit success or registration

This clause 4 is important. You acknowledge, agree and accept that:

we do not warrant, guarantee or represent that any Tool or Document will be compliant with the NDIS Practice Standards or any other law, standard or requirement, will be suitable or sufficient for your organisation, will result in you passing any audit or assessment, or will result in you obtaining or retaining NDIS registration or certification;
while we design the Tools to help you produce documents that address the areas relevant to the applicable NDIS Practice Standards, the content of each Document depends on the answers and free-text information you provide, and you may produce a Document that describes a non-compliant or inadequate process;
you are solely responsible for reviewing, customising, completing, implementing and maintaining each Document, and for ensuring that it accurately reflects your organisation's practices and meets all requirements applicable to you; and
whether your organisation is, and remains, compliant, certified or registered is a matter between you and your auditor, the NDIS Commission and the NDIA, and does not depend on your use of the Tools or Documents. To the maximum extent permitted by law, we are not responsible for the outcome of any audit, assessment, registration or certification process.

5. Emergency and Disaster Management Plan Tool

Where you use our Emergency and Disaster Management Plan Tool or any similar Free Tool (Emergency Planning Tool), the following additional terms apply and you acknowledge and agree that:

the Emergency Planning Tool prompts you across the areas you choose to address and assembles the information you provide into a single document. You provide all of the information, and you are solely responsible for its accuracy, completeness and adequacy;
the Emergency Planning Tool does not assess, verify or guarantee that any emergency or disaster management plan is complete, adequate, safe or fit for your circumstances, and does not replace professional risk, safety, fire, building or emergency-management advice;
you are solely responsible for reviewing, testing, implementing, communicating and maintaining any plan produced using the Emergency Planning Tool, and for complying with all applicable work health and safety, building, fire and emergency-management Laws; and
to the maximum extent permitted by law, we are not responsible or liable for any loss, damage, injury or harm arising from your use of, or reliance on, any plan produced using the Emergency Planning Tool. Nothing in these Terms operates to exclude, restrict or modify any right, remedy, guarantee, warranty or other term implied or imposed by law (including the Australian Consumer Law) that cannot lawfully be excluded, restricted or modified, including in relation to death or personal injury.

6. NDIS Practice Standards and updates

The Tools and Documents are designed to reflect the NDIS Practice Standards and related NDIS requirements as at the time the relevant Tool is made available. We do not warrant that a Document will remain current, and you are responsible for checking the requirements that apply to you at the relevant time.

Where the NDIS Practice Standards or related requirements change, we will use reasonable efforts to update the affected Tools within a reasonable time. We are not responsible for any period during which a Tool or Document does not reflect a change to those requirements.

You may re-generate a Document as many times as you wish while you have access to the relevant Tool. Where a change to the Tools requires a Document to be re-written, we may charge a fee for the re-write; minor updates will generally be provided at no charge. Fees (if any) are as set out on our Website.

7. Accounts

(Free Tools) You do not need an Account to use our Free Tools.

(Accounts) To use Account Tools or Paid Tools, you must register for an account through our Website (an Account) by providing an email address and password, and (for Paid Tools) the purchase details described in clause 13. We do not require you to provide, and you must not provide, any NDIS participant information, health information or other sensitive information (see clause 12).

(Warranty) You warrant that any information you provide when registering for, or using, an Account is accurate, current and complete, and you must keep it up to date.

(Security) You are responsible for keeping your Account login details secure, and for all activity that occurs under your Account. You must notify us promptly of any unauthorised use of, or security breach affecting, your Account.

(Acceptance) Once you complete the registration process, we may, in our discretion, provide you with an Account.

8. Licence to use the Tools and Documents

(Tools) Subject to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable licence to access and use the Tools for which you have registered or paid, for your own internal business purposes.

(Documents) You own the information and content you enter into the Tools. Subject to these Terms, we grant you a perpetual, non-exclusive, royalty-free licence to use, adapt and reproduce each Document you generate (including any Tool Content it incorporates) for the internal purposes of your own organisation (or, where you are a Represented Entity, that entity), including for your NDIS registration, certification and day-to-day operations. We retain ownership of the Tools and of the templates, question sets, structure and content from which the Documents are generated (see clause 14), and nothing in these Terms transfers ownership of that Tool Content to you.

(Restrictions) You must not, and must not permit any person to, sell, licence, sub-licence, distribute, share or otherwise make available the Tools, or the Documents in template form, to any third party, including by using the Tools to generate Documents for, or on behalf of, other organisations as a service, except with our prior written consent.

(Enhancements) We may, in our discretion, release upgraded, improved, modified or new versions of the Tools (Enhancements). Enhancements may cause downtime or delays from time to time, for which credits will not be provided. We may change or discontinue any feature of the Tools at any time on reasonable notice to you.

9. Support

We will provide general support where reasonably necessary to resolve technical issues with the Tools (Support Services). Unless otherwise agreed in writing:

we will take reasonable steps to provide Support Services where necessary (you must first try to resolve any issue yourself, and we will not assist with issues beyond our reasonable control);
we will use reasonable efforts to respond to requests for Support Services, but you acknowledge we may not be available at all times or respond within any particular time frame; and
you will have no claim against us for any delay in accessing the Tools due to any failure or delay in Support Services.

10. Data, hosting, retention and deletion

(In-browser Free Tools) Certain Free Tools process the information you enter within your own browser and do not transmit or store that information on our servers. Where this is the case, you are responsible for saving or downloading any Document you generate, as we will not retain a copy.

(Hosting) Where you use Account Tools or Paid Tools, we will store the information you enter and the Documents you generate (User Data) using our hosting providers, Supabase and Vercel. User Data is stored on servers located in Australia (Sydney). Our hosting providers are US-owned, and their personnel may access User Data from outside Australia where reasonably necessary to provide technical support or maintain the hosting services.

(Export and deletion by you) You may export a copy of your User Data, and delete your User Data, at any time through your Account.

(Retention and automatic deletion) We will retain your User Data for up to 60 days from the date of your last activity, after which it will be deleted. Before deletion, we will send a reminder email prompting you to download your User Data. Where our Tools offer the feature, you may re-upload previously downloaded User Data to update your Documents. You release us from any liability arising from the deletion of User Data in accordance with this clause. This clause does not apply to tax invoices and related purchase and payment records, which we retain for the period required by law (generally five years) notwithstanding the deletion of your User Data or the closure of your Account.

(Security) We will use reasonable efforts to store User Data securely. However, to the maximum extent permitted by law, we do not accept responsibility for any unauthorised access to, or loss, damage, alteration or destruction of, User Data, including due to hacking, malware, ransomware or other interference, or for any failure of the hosting service or any backup.

11. Your inputs and material

You warrant that all information and material you provide to, or enter into, the Tools is complete, accurate and up to date, and that you are authorised to provide it.

To the maximum extent permitted by law, you release us from all liability for any loss or damage arising out of or in connection with the Tools or the Documents, to the extent caused or contributed to by information or material you provide being incomplete, inaccurate or out of date.

You warrant that the information and material you provide to, or enter into, the Tools, and our use of it in accordance with these Terms, will not infringe the Intellectual Property Rights of any third party.

12. Your obligations and acceptable use

You must comply with these Terms at all times. You acknowledge and agree that we will have no liability for any loss, damage or expense arising in connection with your breach of these Terms.

You must not, without our prior written consent:

enter into any Tool any NDIS participant information, health information, or other sensitive or personal information about any individual (other than your own contact and role details and the role titles of your personnel), or any information you are not authorised to provide;
use the Tools for any unlawful, fraudulent or harmful purpose, or enter any material that is inappropriate, offensive, illegal, defamatory, or that infringes any third party's rights;
copy, adapt, modify, tamper with, translate, decompile or reverse engineer the Tools, or attempt to derive their source code;
remove or alter any copyright, trade mark or other notice on the Tools or Documents;
make any automated use of the Tools, or circumvent any security or access-control feature of the Tools;
resell, redistribute or make the Tools or the Documents in template form available to any third party, except as expressly permitted under clause 8; or
do anything that may damage our reputation or that is contrary to our interests or the interests of other users.

You acknowledge and agree that any general information provided through the Tools is general in nature, and we take no responsibility for anything caused by any action you take in reliance on it. We may suspend or cancel your Account or access if we consider, acting reasonably, that you are in breach of, or are likely to breach, this clause 12.

13. Fees and payment

(Free Tools) Our Free Tools are provided at no charge.

(Paid Tools) The fees for our Paid Tools are the one-off amounts specified on our Website for the relevant Tool or NDIS Standard module, inclusive of GST (Fees). Fees are payable in full at the time of purchase. Your purchase of a Paid Tool is a one-off transaction and does not create a subscription or any recurring or ongoing payment obligation.

(Purchase details) When you purchase a Paid Tool, we collect your email address and, where you require a tax invoice, your business name and ABN.

(Refunds) In addition to your rights under the Australian Consumer Law, we offer a 14-day refund for change of mind on Paid Tools, on the following basis:

you must request the refund within 14 days of purchase by contacting us at support@paperbarkndis.com.au;
the refund is available only where you have not downloaded any Document generated using the Paid Tool. Once you download a Document, the change-of-mind refund is no longer available; and
we will process approved refunds to your original payment method within a reasonable time. This clause does not limit your rights under the Australian Consumer Law. Nothing in this clause excludes, restricts or modifies any right or remedy you may have under the Australian Consumer Law, including any right to a refund, repair or replacement where a consumer guarantee has not been met - and those rights apply regardless of whether you have downloaded a Document or the 14-day period has expired (see clause 18).

(GST and receipts) All Fees specified on our Website are inclusive of GST.

(Payment partner) We use Stripe to collect Fees, and Brevo to send transactional emails confirming your purchase. Provided we have made the relevant third party terms available to you (see clause 15), you acknowledge that the processing of your payment is subject to Stripe's terms and privacy policy, and you release us from all liability for any loss, damage or injury arising from any act or omission of Stripe, including any issue with the security or performance of its platform or any error in processing your payment. We may correct, or instruct Stripe to correct, any error in collecting your payment.

14. Intellectual property

(Our ownership) We own, or are licensed to use, all Intellectual Property Rights in the Tools and in the templates, question sets, structure, text, graphics, logos, design and other content from which the Documents are generated (Tool Content), and reserve all rights not expressly granted to you under these Terms.

(Your licence) You are granted a licence to use the Tool Content only to the extent necessary to use the Tools and the Documents for your own internal business purposes in accordance with clause 8. You must not otherwise reproduce, adapt, distribute, sell, sub-licence, modify or publish the Tool Content without our prior written consent or as permitted by law.

(User Data licence) You grant us a non-exclusive, royalty-free, worldwide licence to use User Data to the extent reasonably required to provide the Tools to you and to operate, maintain and improve the Tools. We will not use User Data other than as permitted by these Terms and our Privacy Policy.

15. Third party services

We use third party services to provide the Tools, including Stripe (payment processing), Brevo (transactional email) and Supabase and Vercel (data hosting). Your use of those services may be subject to the third party's own terms and conditions and privacy policies (Third Party Terms), including:

for Stripe, the Stripe terms available at https://stripe.com/legal and the Stripe privacy policy available at https://stripe.com/privacy;
for Brevo, the Brevo terms of service available at https://www.brevo.com/legal/termsofuse/ and the Brevo privacy policy available at https://www.brevo.com/legal/privacypolicy/;
for Supabase, the Supabase terms available at https://supabase.com/terms and the privacy policy available at https://supabase.com/privacy; and
for Vercel, the Vercel terms and privacy policy are available at https://vercel.com/legal.

By providing the links in clause 15(a), we make the applicable Third Party Terms available to you. You agree to those Third Party Terms, and to the maximum extent permitted by law we will not be liable for any loss or damage you suffer in connection with them.

The Third Party Terms are set, maintained and updated by the relevant third party, and are not within our control. You are responsible for reviewing the current version of any Third Party Terms that apply to you.

16. Confidentiality

Except as contemplated by these Terms, a party must not, and must not permit its Personnel to, use or disclose any Confidential Information of the other party without that party's prior written consent.

Each party must promptly notify the other if it becomes aware of any actual, suspected or potential loss, misuse or unauthorised access to, or disclosure of, the other party's Confidential Information, and must assist the other party in relation to any related investigation.

17. Privacy

We collect personal information about you (such as your name, business contact details and role) in the course of providing the Tools, to communicate with you and respond to your enquiries, and for the other purposes set out in our Privacy Policy, available at www.paperbarkndis.com.au/privacy-policy.

Our Privacy Policy explains how we collect, use, disclose and store personal information, and how you can access and correct it. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

The Tools are not designed to collect, and you must not enter, any NDIS participant information, health information or other sensitive information (see clause 12).

18. Warranties and liability

(Our warranties) We warrant that the Tools will perform substantially as described on our Website, and that, to our knowledge, use of the Tools in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(Service limitations) You acknowledge and agree that, from time to time, you may encounter the following, and that we do not warrant the Tools will be free from them:

the Tools may contain errors or defects, or may not be accessible at all times;
information you receive or provide through the Tools may not be secure, confidential, accurate or complete; and
the Tools and Documents may not be current with the latest NDIS Practice Standards at all times (see clause 6).

(Exclusion) To the maximum extent permitted by law, all representations and warranties not expressly stated in these Terms are excluded.

(Australian Consumer Law) Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL) or any other law, to the extent it cannot lawfully be excluded. Where our liability for a failure to comply with a consumer guarantee can be limited, our liability is limited, at our option, to re-supplying the relevant Tool or Document, or paying the cost of having it re-supplied.

(Limitation of liability) Subject to clause 18(d), and to the maximum extent permitted by law, our total aggregate liability to you for all loss or damage arising in connection with these Terms, the Tools or the Documents is limited to the greater of:

the total Fees paid by you to us in the 12 months preceding the event giving rise to the liability; and
AUD $100.

(Consequential loss) To the maximum extent permitted by law, neither party will be liable for any consequential, incidental or special loss, or for loss of data, profit, revenue, goodwill or anticipated savings, in connection with these Terms, except in relation to a party's liability for fraud, death, personal injury, or loss or damage to tangible property, or to the extent liability cannot be excluded under the ACL.

(Your indemnity) You indemnify us against any loss, damage, cost or expense we incur in connection with a third party claim to the extent arising from:

your breach of clause 12 (Your obligations and acceptable use), including your entry of any prohibited information into the Tools;
any infringement, or alleged infringement, of a third party's Intellectual Property Rights by any information or material you provide to, or enter into, the Tools; or
your unlawful use of the Tools or Documents.

This indemnity is reduced proportionately to the extent that the relevant loss, damage, cost or expense is caused or contributed to by us or our Personnel.

19. Suspension, cancellation and account closure

(By you) You may stop using the Free Tools, or close your Account, at any time. Closing your Account will result in the deletion of your User Data in accordance with clause 10.

(By us) We may suspend or terminate your access to the Tools, or close your Account, immediately by notice if you breach these Terms and (where the breach is capable of remedy) do not remedy it within 10 Business Days of being notified, or if required by law or by a third party service provider.

(Effect) On termination, you will no longer have access to the relevant Tools, your Account or your User Data, and we will have no obligation to retain your User Data. To the maximum extent permitted by law, Fees already paid are non-refundable. Any clause that by its nature is intended to survive termination (including clauses 3, 4, 5, 8, 14, 16, 17 and 18) survives.

20. Dispute resolution

A party must not commence court proceedings in relation to a dispute arising under or in connection with these Terms (other than a claim for urgent interlocutory relief) unless it has first complied with this clause 20.

A party claiming a dispute has arisen must give the other party written notice with reasonable details of the dispute. The parties must then use reasonable efforts to resolve the dispute in good faith. If the dispute is not resolved within 14 days after the notice (or a longer period agreed in writing), either party may commence proceedings.

21. Force majeure

We will not be liable for any delay or failure to perform our obligations under these Terms to the extent caused by an event beyond our reasonable control, including any act of God, fire, flood, storm, earthquake, strike or other industrial action, war, terrorism, riot, epidemic or pandemic, or any act or decision of a government authority (Force Majeure Event).

If a Force Majeure Event occurs, we will use reasonable efforts to notify you, and our affected obligations will be suspended for the duration of the Force Majeure Event to the extent they are affected by it.

22. Notices

A notice under these Terms must be in writing and in English and sent by email to the other party (in our case, to support@paperbarkndis.com.au, and in your case, to the email address associated with your Account or most recently used to correspond with us).

Unless the sender knows or reasonably ought to suspect the email was not delivered, a notice is taken to be given 24 hours after it is sent, or when replied to by the recipient, whichever is earlier; and if that time falls on a weekend or public holiday in Queensland, on the next Business Day.

23. General

(Governing law) These Terms are governed by the laws of Queensland, Australia, and each party submits to the exclusive jurisdiction of the courts of Queensland and the courts of appeal from them.

(Waiver) No right is waived except in writing signed by the party granting the waiver.

(Severance) Any term that is wholly or partly void or unenforceable is severed to that extent, and the rest of these Terms continues in force.

(Assignment) You may not assign or transfer your rights under these Terms without our prior written consent. We may assign or novate our rights and obligations on notice to you.

(Entire agreement) These Terms embody the entire agreement between the parties and supersede all prior negotiations, understandings and agreements in relation to their subject matter.

(Interpretation) Headings are for convenience only; the singular includes the plural and vice versa; a reference to '$' is to Australian dollars; 'includes' is not a word of limitation; and no term will be interpreted adversely to a party merely because that party drafted it.

Definitions

Term	Definition
Account	has the meaning given in clause 7(b).
Account Tools	means the Tools that require you to register for an Account to use, but are provided free of charge.
ACL	has the meaning given in clause 18(d).
Business Day	means a day that is not a Saturday, Sunday or public holiday in Queensland.
Confidential Information	means information of, or provided by, a party that is by its nature confidential, is designated as confidential, or that the other party knows or ought to know is confidential, but excludes information that is or becomes public knowledge other than through a breach of confidentiality.
Documents	means the policy, procedure, compliance and other documents generated by the Tools using the information you provide.
Emergency Planning Tool	has the meaning given in clause 5.
Fees	has the meaning given in clause 13(b).
Force Majeure Event	has the meaning given in clause 21(a).
Free Tools	means the Tools that are made available free of charge and, where indicated, without an Account.
Intellectual Property Rights	means all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, trade secrets, know-how and confidential information, and any right to registration of such rights.
Laws	means all applicable laws, regulations, standards and mandatory codes, including the NDIS Practice Standards.
NDIA	means the National Disability Insurance Agency.
NDIS	means the National Disability Insurance Scheme.
NDIS Commission	means the NDIS Quality and Safeguards Commission.
NDIS Practice Standards	means the practice standards and quality indicators made under the National Disability Insurance Scheme Act 2013 (Cth), as amended from time to time.
Paid Tools	means the Tools that are made available on payment of a Fee, including the Certification and SIL toolkits.
Personnel	means, in respect of a party, its officers, employees, contractors and agents.
Privacy Policy	means our privacy policy, available at www.paperbarkndis.com.au/privacy-policy as updated from time to time.
Represented Entity	has the meaning given in clause 2(c).
Support Services	has the meaning given in clause 9.
Tool Content	has the meaning given in clause 14(a).
Tools	means our online tools that generate compliance and other Documents, together with any related documentation, as described on our Website, and includes Free Tools, Account Tools and Paid Tools.
User Data	has the meaning given in clause 10(b).
Website	means the website at the URL set out at the beginning of these Terms, and any other website we operate in connection with the Tools.