1. Services

1.1 Services

Upon payment of the Subscription Fee, Leap in! will for the Subscription Period:

  1. grant the Provider rights and platform access and use the Leap in! portal for the Provider to upload Provider Content;
  2. create an account for the Provider to access the portal;
  3. provide the Provider with a username and password for the portal account; and
  4. display the Provider Content on the publicly available platform to assist Leap in! Plan

Managers to refer the Provider’s relevant products and/or services to Leap in!’s Members.

1.2 Leap in! portal access

The Provider agrees to notify Leap in! immediately of any unauthorised use of the Provider’s username, password and/or account. Leap in! will not be responsible for any liabilities, losses or damages arising out the unauthorised use of the Provider’s username, password or account.

1.3 General obligation

Leap in! will provide the Services:

  1. in accordance with this agreement; and
  2. with due care and skill and in a professional, punctual and diligent manner.

Provider Content

  1. The Provider must ensure the Provider Content:
    1. is true, correct and up to date;
    2. is not defamatory, offensive, obscene, illegal or unlawful;
    3. does not infringe Third Party Rights; and
    4. does not contain a virus or other harmful code.
  2. The Provider must promptly notify Leap in! if the Provider becomes aware that their Provider Content does not comply with clause 2(a).
  3. Leap in! may remove the Provider Content if it does not comply with clause 2(a) and where possible Leap in! will provide the Provider with prior notice before removing the Provider Content.

Changes

  1. Leap in! may update, upgrade and make other changes to the Services and the Terms of this agreement from time to time. Leap in! will give the Provider reasonable notice of changes to the Services.
  2. When Leap in! makes material changes to the Service or Terms of this agreement, Leap in! will provide the Provider with notice as appropriate under the circumstances, e.g. seeking the Provider’s agreement within the terms of this agreement or by sending the Provider an email.
  3. In some cases, Leap in! will notify the Provider in advance, and the Provider’s continued use of the Service after the changes have been made will constitute the Provider’s acceptance of the changes.
  4. If the Provider does not wish to continue using the Service under the new version of the Terms of agreement, the Provider may cancel their subscription in accordance with clause 6.

Fees

4.1 Subscription Fee

  1. The Provider agrees to pay Leap in! an annual Subscription Fee
  2. Leap in! may change the price for Subscription Fees for the Subscription Period from time to time and will communicate any price changes to the Provider in advance and, if applicable, how to accept those changes.
  3. Subscription Fee changes will take effect at the start of the next Subscription Period following the date of the price change.
  4. Subject to applicable law, the Provider accepts the new price by continuing to use the Services after the price change takes effect.
  5. If the Provider does not agree with the price change, the Provider has the right to reject the change by cancelling the subscription prior to the price change taking effect.

4.2 Additional Optional Service Fees

Becoming a member of the Provider Network provides the Provider with access to discounted Leap in! advertising, analytical and Platform products.

4.3 GST

Unless stated otherwise, amounts in this agreement include GST.

Renewal

  1. The Subscription will automatically renew for a further 12-months the day after the last day of the Subscription Period unless the agreement is cancelled by notice in writing to Leap in before the Renewal Date.
  2. Leap in! will provide the Provider with an invoice for the subsequent Subscription Fee.

Cancellation

  1. The Provider may cancel this agreement at its absolute discretion by giving written notice to Leap in!.
  2. Once Leap in! has received the Provider’s written notice to cancel the subscription, the cancellation will take effect the day after the last day of the current Subscription Period.
  3. If the Subscription and this agreement are cancelled, Leap in! will not refund any Subscription Fee already paid by the Provider.

Intellectual property

  1. Leap in! retains Intellectual Property Rights in Leap in!’s platform.
  2. The Provider retains Intellectual Property Rights in the Provider’s Content. The Provider grants Leap in! a licence to exercise Intellectual Property Rights for the Provider Content for the purpose of providing the Services.
  3. Leap in! warrants that the Provider’s use of the Services and platform (excluding Provider Content) in accordance with this agreement will not infringe Third Party Rights.
  4. The Provider warrants that Leap in!’s use of Provider Content in accordance with this agreement will not infringe Third Party Rights.

Confidentiality

  1. A party must not disclose Confidential Information of the other party except:
    1. with the prior written consent of the other party;
    2. to its employees, agents and contractors for the purposes of this agreement; and
    3. where the disclosure is required by law or a stock exchange.
  2. Where a party discloses Confidential Information under clause 8(a)(ii), it must ensure the recipient is under an obligation of confidence.
  3. A party must only use Confidential Information of the other party for the purposes of this agreement.

Privacy

A party must not do anything that would cause the other party to breach Privacy Laws.

Liability

10.1 Limitation of liability

To the extent permitted by law, except for liability under clause 10.3, Leap in!’s liability for breach of this agreement, or in tort (including negligence) or for any other common law or statutory cause of action:

  1. excludes any loss or damage which is incidental, consequential, special, exemplary, punitive or indirect or is a loss of profits, revenue, anticipated savings, bargain, business opportunity or goodwill; and
  2. is limited to the total amount of fees paid by the Provider under this agreement in the 12-months preceding the event giving rise to the liability.

10.2 Implied terms and consumer guarantees

To the extent permitted by law, any term, condition or warranty which would otherwise be implied into this agreement is excluded. Where a consumer guarantee or term implied by law cannot be excluded, Leap in!’s aggregate liability for any breach of the guarantee or term is limited at its option to supplying the Services again or the Subscription Fee first paid under this agreement.

10.3 Indemnity

The Provider indemnifies Leap in! from and against all losses, damages, costs and expenses suffered or incurred arising from a claim that Provider Content infringes Third Party Rights.

General

11.1 Assignment

The Provider must not assign its rights under this agreement without Leap in!’s consent.

11.2 Circumstances beyond control

Leap in! will not be liable for delay or failure to perform an obligation where such delay or failure was caused by circumstances beyond its reasonable control.

11.3 Entire agreement

This agreement constitutes the entire agreement between Leap in! and the Provider in relation to its subject matter. The Provider acknowledges that it has not relied on any term, condition, representation, warranty, matter or statement in entering into this agreement other than as set out in this agreement.

11.4 Governing law

This agreement is governed by and construed in accordance with the law of Queensland. The parties submit to the jurisdiction of the courts of Queensland.

11.5 Interpretation

In this agreement, unless the context otherwise requires:

  1. a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
  2. an obligation or a liability assumed by, or a right conferred on, 2 or more persons binds or benefits them jointly and severally;
  3. a reference to a person includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
  4. the singular includes the plural and vice versa, and a gender includes other genders;
  5. another grammatical form of a defined word or expression has a corresponding meaning;
  6. includes in any form is not a word of limitation; and
  7. a reference to dollar or $ is to Australian currency.

Definitions

In this agreement:

Confidential Information means information disclosed by a party to the other party whether before or after the commencement of this agreement that:

  1. is by its nature confidential;
  2. is designated confidential; or
  3. the other party knows or ought to know is confidential,

but does not include information which is or becomes public knowledge other than by breach of this agreement or any other confidentiality obligation.

Details means the details at the start of this agreement.

GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999.

Intellectual Property Rights includes all present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights whether created before or after the date of this agreement, and whether existing in Australia or otherwise.

Member means a NDIS participant who has registered with Leap in! for plan management services.

NDIS means the National Disability Insurance Scheme.

Personal Information means information or an opinion (including information or an opinion forming part of a database) whether true or not, and whether recorded in a material form or not, about a natural person whose identity is apparent, or can reasonably be ascertained, from the information or opinion.

Platform means the hardware, software, services and other resources that may be used by Leap in! to provide the Services. The Platform does not include Provider Content or User Information.

Privacy Laws means laws applicable to dealing with Personal Information, include the Privacy Act 1988 (Cth) and any guidelines relating to Personal Information issued by the Office of the Australian Information Commissioner in Australia.

Provider Content means information, data, text, images, trademarks, and other content provided by the Provider to Leap in! for use with the Services.

Renewal Date means the day after the last day of the Subscription Period.

Services means the services to be provided by Leap in! under this agreement, including those in clause 0.

Subscription Fee means the fee identified as such in the Details.

Subscription Period means the period of 12-months following payment of the Subscription Fee and each 12-month period thereafter subject to the Provider having paid the Subscription Fee for the applicable Subscription Period.

Third Party Rights means any rights of a third party, including Intellectual Property Rights.