Terms of Service

In these Terms, the following definitions apply:

• "Platform" means the web-based software applications and infrastructure operated by RedRock Systems, including CoordHub, RedRock PM, Trim, RedRock AML, Solace, PolicyReady, and Growth Advisory.
• "Services" means the Platform together with any related support, implementation, or professional services provided by RedRock Systems.
• "Customer" means the legal entity or individual that creates an account and subscribes to the Services.
• "End User" means any individual who is authorised by the Customer to access and use the Services under the Customer's account.
• "Subscription" means a paid or trial licence to access and use the Services for the subscription period.
• "Customer Data" means all data, content, and information uploaded to or created within the Services by the Customer or End Users.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential.
• "AUD" means Australian Dollars.
• "GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• "ACL" means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

By creating an account, accessing the Platform, or using any of the Services, you confirm that:

• You have read and understood these Terms and agree to be bound by them
• If you are acting on behalf of a legal entity, you have authority to bind that entity to these Terms
• You are at least 18 years of age
• Your use of the Services will comply with all applicable laws and regulations

If you do not agree to these Terms, you must not access or use the Services. These Terms form a binding legal agreement between you (the Customer) and RedRock Systems.

Access to the Services requires a paid Subscription (or an active trial period). All fees are stated in AUD and are exclusive of GST unless otherwise indicated.

• Subscriptions are billed monthly or annually, in advance, via Stripe
• Your subscription renews automatically at the end of each billing period unless cancelled in accordance with clause 13 (Termination)
• All fees are non-refundable except as required by law or as expressly stated in these Terms
• We reserve the right to change our pricing. We will give you at least 14 days written notice of any price increase before it takes effect. Your continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing
• Where GST applies to a supply made under these Terms, the Customer must pay the GST amount in addition to the stated price
• If any payment is not made by its due date, we may (after giving reasonable notice) suspend access to the Services until payment is received

Subject to these Terms and payment of applicable fees, RedRock Systems grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Subscription period, solely for the Customer's own internal business purposes.

This licence does not include any right to:

• Copy, modify, adapt, or create derivative works of the Platform
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Sell, resell, rent, lease, transfer, or sublicence access to the Platform to any third party
• Remove or obscure any proprietary notices or branding on the Platform
• Use the Platform to build a competing product or service

No ownership of the Platform or any intellectual property in it is transferred to the Customer under these Terms. RedRock Systems reserves all rights not expressly granted.

The Customer is responsible for:

• Ensuring all End Users comply with these Terms
• Maintaining the confidentiality of all account credentials and notifying us immediately of any suspected unauthorised access
• Ensuring that all data entered into the Services is accurate and that the Customer has the rights to upload and process that data
• Managing End User access and promptly revoking access for users who leave the organisation or no longer require access
• Maintaining all licences, approvals, and registrations required for the Customer's own business activities (e.g., NDIS provider registration, AFS licence, AML/CTF reporting entity registration)
• The Customer's own compliance with all applicable laws and regulations relevant to their industry, including the NDIS Act 2013, the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, the Privacy Act 1988, and any other legislation applicable to their activities

You must not use the Services:

• For any unlawful purpose or in violation of any applicable law or regulation
• To upload, transmit, or store any data that is illegal, fraudulent, defamatory, harassing, or that infringes any third party's intellectual property rights
• To attempt to gain unauthorised access to any system, network, or data
• To scrape, crawl, or harvest data from the Platform by automated means without our prior written consent
• To transmit viruses, malware, or other malicious code
• To impersonate any person or entity or misrepresent your affiliation with any person or entity
• To interfere with or disrupt the integrity or performance of the Platform or its related systems
• To circumvent or attempt to circumvent any security measures, access controls, or authentication systems

We reserve the right to suspend or terminate access immediately and without notice for material breaches of this acceptable use policy.

The Customer retains ownership of all Customer Data. RedRock Systems acquires no ownership rights in Customer Data by virtue of these Terms.

The Customer grants RedRock Systems a limited, non-exclusive licence to access, process, store, and transmit Customer Data solely to the extent necessary to provide and operate the Services, provide customer support, and comply with legal obligations. We will not use Customer Data for any other purpose without your consent.

RedRock Systems acts as a data processor in respect of personal information contained in Customer Data. The Customer is the data controller and is responsible for ensuring that any personal information uploaded to the Services is handled in accordance with the Privacy Act 1988 and other applicable privacy laws.

All intellectual property rights in the Platform, including but not limited to software code, algorithms, database schemas, user interface designs, documentation, trademarks, and trade secrets, belong exclusively to RedRock Systems or its licensors. Nothing in these Terms transfers any such rights to the Customer.

All intellectual property rights in Customer Data and in any content created by the Customer using the Services belong to the Customer. RedRock Systems makes no claim to ownership of any Customer-generated content.

Any feedback, suggestions, or ideas you provide to us about the Services may be used by us without restriction or compensation to you.

We target 99.5% uptime for the Platform, measured on a monthly basis and excluding scheduled maintenance windows. This is a target, not a guarantee.

• Scheduled maintenance: we will provide at least 48 hours advance notice of planned maintenance that may affect availability, and will endeavour to schedule maintenance outside of Australian business hours
• Unplanned outages: we will use commercially reasonable efforts to restore service as quickly as possible and will communicate status updates via our website
• We are not liable for unavailability caused by factors outside our reasonable control, including third-party infrastructure failures, denial-of-service attacks, or internet outages

To the maximum extent permitted by law (including the ACL):

• Our total aggregate liability to you arising from or in connection with these Terms (whether in contract, tort including negligence, statute, or otherwise) is capped at the total fees paid or payable by you to RedRock Systems in the 12-month period immediately preceding the event giving rise to the claim
• We exclude all liability for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption — even if we have been advised of the possibility of such damages
• We exclude all liability for damages arising from your reliance on the Platform for compliance purposes (see Disclaimer, clause 11)

Nothing in these Terms excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition, implied or imposed by the ACL or any other applicable law that cannot lawfully be excluded or limited.

Specifically:

• Nothing on the Platform or in any output generated by the Platform constitutes legal advice, financial advice, tax advice, or any other form of professional advice
• RedRock Systems is not a legal practitioner, financial adviser, or registered tax agent
• Customers using CoordHub remain responsible for compliance with the NDIS Act 2013, NDIS Practice Standards, and all obligations as an NDIS registered provider
• Customers using RedRock PM or RedRock AML remain responsible for compliance with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, AUSTRAC obligations, and all obligations as an AML/CTF reporting entity
• Policy documents generated by PolicyReady are templates and starting points only; they must be reviewed, customised, and approved by the Customer before use
• You should obtain independent professional advice before relying on any output of the Platform for compliance, legal, financial, or regulatory purposes

The Customer agrees to indemnify, defend, and hold harmless RedRock Systems and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:

• The Customer's or any End User's use of or access to the Services in violation of these Terms
• Any breach of the Customer's representations, warranties, or obligations under these Terms
• Any claim that Customer Data or the Customer's use of Customer Data infringes the intellectual property rights or privacy rights of a third party
• The Customer's own failure to comply with applicable laws and regulations

By the Customer: You may cancel your Subscription at any time by providing at least 30 days written notice via your account settings or by emailing hello@redrocksystems.com.au. Cancellation takes effect at the end of the current billing period (or 30 days from notice, whichever is later). No refunds will be issued for the unused portion of a prepaid Subscription except as required by law.

By RedRock Systems: We may terminate or suspend your access to the Services with 30 days written notice for any reason. We may terminate or suspend your access immediately and without notice if you materially breach these Terms, become insolvent, or your use of the Services poses a legal, security, or reputational risk.

Data following termination: For a period of 30 days following the termination effective date, you may export your Customer Data from the Platform. After this 30-day period, we will delete all Customer Data from our systems, except where we are required by law to retain certain records (such as AML/CTF records and financial transaction records). We will confirm deletion on request.

Our Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with a service, you are entitled to:

• Cancel your service contract with us
• A refund for the unused portion of the contract

You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service remedied in a reasonable time, and if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

Nothing in these Terms is intended to exclude, restrict, or modify any consumer guarantee, right, or remedy that applies under the ACL or any other applicable legislation that cannot lawfully be excluded.

These Terms are governed by and construed in accordance with the laws of the State of Western Australia and the applicable laws of the Commonwealth of Australia, without regard to conflict of law principles.

The parties submit to the non-exclusive jurisdiction of the courts of Western Australia and the Federal Court of Australia for the resolution of any dispute arising from or in connection with these Terms.

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent that the delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to natural disasters, acts of government, war, civil unrest, pandemic, strikes or labour disputes, power outages, or failures of third-party infrastructure providers.

A party seeking to rely on this clause must promptly notify the other party and take all reasonable steps to mitigate the impact of the force majeure event. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Services on written notice without liability, subject to the payment of any accrued fees.

Each party agrees to keep the other party's Confidential Information strictly confidential and to use it only for the purposes of exercising rights or performing obligations under these Terms. Each party will take reasonable precautions to protect the other party's Confidential Information, using at least the same standard of care it applies to its own confidential information.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available other than through breach of these Terms; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided the disclosing party gives reasonable advance notice where permitted.

We may update these Terms from time to time. We will notify you of material changes by posting a notice on our website or by email at least 14 days before the changes take effect. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and may cancel your Subscription in accordance with clause 13.

These Terms, together with any Order Form, Subscription confirmation, or Data Processing Agreement entered into between the parties, constitute the entire agreement between the Customer and RedRock Systems with respect to the subject matter hereof and supersede all prior agreements, representations, warranties, and understandings, whether oral or written.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions will continue in full force and effect.

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of RedRock Systems.

If you have questions about these Terms or wish to make a formal notice, please contact us:

• Email: hello@redrocksystems.com.au
• Entity: REDROCK SYSTEMS PTY LTD
• ABN: 53 696 760 433
• ACN: 696 760 433
• Country: Australia