Please read these Terms carefully prior to accepting these Terms. By accepting these Terms, you agree that:
Nothing in these Terms limits your rights under the Australian Consumer Law.
Welcome! We offer a range of services to help NDIS providers and workers create a compliant, high quality and successful NDIS business.
We set out on our online platform (available at www.provideplus.com.au) (Platform) the various ways we can assist you (our Services), including the different membership packages with different inclusions that we offer to you (Membership).
Depending on the membership package, we may offer videos, guidance, templates and resources, courses, programs, materials, information, graphics and downloadable programs (together the Content).
These terms and conditions (Membership Terms) are entered into between Provider Group Pty Ltd t/a Provider Plus (ABN 16 625 286 660) (Provider+, we, us or our) and you or Member, the individual or entity who has signed up (or will sign up) to our Platform, together the Parties and each a Party.
1.1 The following definitions apply unless the context requires otherwise.
(a) “Australian Consumer Law” means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
(b) “Change of Control” means, in relation to a party that is not a natural person, the occurrence of an event or series of events that result in a person or persons:
(i) that did not have Control of that party prior to the event or series of events, having Control of that party following that event or series of events; or
(ii) that had Control of that party prior to the event or series of events ceasing to have Control of that party.
(c) “Consequential Loss” means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise; any loss or damage that cannot be considered to arise according to the usual courts of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission, and/or, any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputations, loss of use and/or loss or corruption of data. The Parties agree that your obligation to pay us the Membership Fees under these Terms will not constitute “Consequential Loss”.
(d) “Commencement Date” means the date you accept these Terms and Conditions.
(e) “Consumer Guarantee” means any right or statutory guarantee under Division 1 of Part 3-2 of the Australian Consumer Law.
(f) “Control” of a corporation or other body means the power to determine:
(i) the outcome of decisions about the financial and operating policies of that corporation or body; or
(ii) the membership of the majority of the board of directors (or members of a governing body having functions similar to a board of directors) of that corporation or body.
(g) “Force Majeure Event” means any act of God, fire, earthquake, flood, epidemic, explosion, accident, war, blockade, embargo, act of public enemy, act of terrorism, civil disturbance, industrial dispute, strike, lockout, enactment of law, governmental restraint or any other event not reasonably within the control of Provider+.
(h) “Liability” means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgement (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
(i) “Member” is the business/entity that has:
(i) entered into a formal membership agreement with Provider+;
(ii) satisfied the requirements of formal membership of Provider+;
(iii) paid a membership fee in return for support, products and services over an agreed period, as outlined in these Membership Terms.
(j) “Membership Entitlements” means benefits attributed to the Member to assist with the preparation for transition to the NDIS Commission;
(k) “Membership Fee” is set out on our Platform;
(l) “Membership Rights” means rights conferred on the Member as a result of the Membership Entitlements;
(m) “NDIA” means the National Disability Insurance Agency;
(n) “NDIS” means National Disability Insurance Scheme; and
(o) “Membership Agreement” means this agreement and any schedules or appendixes attached to it.
(p) “You” means the Member.
2.1 Membership is activated, and this Membership Terms and Conditions are accepted, when Provider+ receives a completed application form and payment for Membership Fees.
3.1 Provider+ hereby agrees to supply Membership Entitlements to the Member and to confer on the Member the Membership Rights, in accordance with these Membership Terms and Conditions upon sign-up, in consideration of the Member agreeing to pay the required Membership Fee and complying with these Membership Terms.
3.2 The Member must notify Provider+ of changes to its contact details in writing to allow Provider+ to keep its records up to date.
3.3 The Member is entitled to all Membership Entitlements as per the Membership Level purchased. Membership Entitlements are outlined in Appendix 1.
3.4 The Member agrees that their Membership Fee does not include provision of policy manuals or supporting templates and documentation. If you require a policy pack an additional cost will be incurred, this cost will be dependent on your registration group requirements.
4.1 The Member must pay the Membership Fee applicable to the appropriate Membership level.
4.2 The Membership commences on the Commencement Date and continues for a period of 12 months (Initial Term), and then any Renewal Period (as defined in this clause), unless terminated earlier in accordance with these Terms. At least 30 days before the expiry of the Initial Term or each Renewal Period, you may request to renew your Membership by providing written notice to us (Renewal Request). If we accept your Renewal Request, your Membership will renew for subsequent 12-month periods (each a Renewal Period). If you do not initiate a Renewal Request, your Membership will end at the end of the Initial Term or Renewal Period, as applicable.
4.3 If the Member decides to enter a Renewal Period, it will be on the same terms and conditions, including price, unless Provider+ notifies the Member of any changes to the Membership Terms before renewal and the Member accepts renewal of its Membership on that basis.
4.4 The Membership Fee is paid via Stripe on an annual basis as agreed between the Parties in advance. The direct debit arrangement may be subject to additional terms and conditions from third-party payment providers, as set out on the Platform.
4.5 If you are paying the Membership Fee via direct debit, you are liable for any fees charged by our third-party payment processor as a result of late payment, except to the extent these are as a result of our error or our system failure and where this is the case you should provide us with a copy of the relevant records so that any issue can be resolved.
4.5 On receipt of payment, a receipt will be issued to the Member. Members should contact accounts@providerplus.com.au if they require a full tax invoice.
5.1 Essential NDIS Support Plan Membership provides permission for two users to access membership and attend events, which include the named member and one other individual.
5.2 Access to the Membership Platform is not to be provided to any other individuals outside the organisation.
5.3 Membership may be revoked if login details, user-names and passwords are shared with non-member organisations.
6.1 Subject to the fair use requirements in clause 6.2, Members are entitled to book consultations as part of their membership (Membership Consultation).
6.2 Fair use: Members acknowledge and agree that Provider+ has the required resources and is able to effectively service the Membership for all Members, subject to Members using the Membership Consultation feature fairly and reasonably*. If a Member frequently books Membership Consultations, particularly within a short period of time (e.g. multiple Membership Consultations with one week), this is likely to result in a volume of requests or an effort level by Provider+ that is greater than average (based on data Provider+ gathers from usage by other Members). In such instance, Provider+:
(i) may give the Member notice of this;
(ii) may work with the Member to reschedule, cancel or combine the Membership Consultations, depending on what is reasonable in the circumstances (e.g. if the Member has an urgent deadline Provider+ may be able to accommodate extra Membership Consultations but if the Member has lots of questions but the questions are not justifiably urgent, Provider+ will require that these are scheduled on an ongoing basis, rather than as a block of bookings within a short period of time);
(iii) reserves the right to cancel any consult(s) at our discretion;
6.3 Membership Consultation is generic by nature and not intended to replace financial, business, legal or other advice specific to the Member’s business. Provider+ suggests that Members always obtain their own independent advice before making decisions based on consultation.
6.4 Membership Consultation is provided via the telephone or video conference only. Onsite consultation can be booked at Provider+’s standard hourly rate.
6.5 Provider+ can provide consultation support on the following matters through Membership Consultation:
(i) NDIS audit preparation;
(ii) support during the NDIS audit process;
(iii) answering generic questions on registration and the NDIS;
(iv) queries on Provider’s pricing guide; or
(v) general support and advice on the NDIS scheme..
6.6 Provider+ will not assist with the following matters throughout Membership Consultation. Provider+ will not:
(i) contact the NDIS Commission, NDIA, Aged Care Quality and Safeguard Commission or other government agencies on the Member’s behalf; or
(ii) create, review or edit of any documentation, templates or policies/procedures of a member; or
(iii) offer consultation on government schemes which are not specifically listed under item 5.4 Membership Consultation.
6.7 If a Member must cancel a booked Membership Consultation, they are required to reschedule or cancel the appointment 12 hours prior to the booked Membership Consultation time. If 12 hours’ notice is not given, Provider+ may not be able to attend the meeting.
7.1 We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Membership Terms and Conditions. All other uses are prohibited without our prior written consent.
7.2 Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Platform and all of the Content. Your use of our Platform and your use of and access to any Content (including downloaded Content) does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.
7.3 You must not, without the prior written consent of ourselves or the owner of the Content (as applicable) (1) copy or use, in whole or in part, any Content; (2) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or (3) breach any intellectual property rights connected with our Platform, including by (a) altering or modifying any of the Content; (b) causing any of the Content to be framed or embedded in another website; or (c) creating derivative works from the Content.
8.1 A Change of Control of Member is only permitted by written consent by Provider+
8.2 A breach of clause 8.1 by a Member entitles Provider+ to terminate this agreement immediately.
9.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with (1) your failure to comply with these Terms, or your negligent acts or omissions; (2) any use or application of the Platform by a person other than you, or other than as reasonably contemplated by this Agreement; (3) any works, services, goods, materials or items which do not form part of the Platform; (4) any defect, error, omission or lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Platform; (6) the Platform being unavailable, or any delay in us providing our services to you, for whatever reason; and/or (7) any event outside of our reasonable control.
9.2 Despite anything to the contrary, to the maximum extent permitted by law and whether under statute, contract, equity, tort (including negligence), indemnity or otherwise:
(a) neither Party will be liable for Consequential Loss;
(b) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party of any of that Party’s personnel, including any failure by that Party to mitigate its losses;
(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Membership Fees paid by you in the 12 months immediately preceding the act, event or omission giving rise to the Liability (and where the has been less than 12 months of Membership Fees paid, an amount equal to 12 months of Membership Fees calculated ona pro rata basis having regard to the amount of the Membership Fees paid and the period of time).
10.1 Voluntary Termination by Member:
(i) A Member may terminate their Membership during the Initial Term or Further Terms and will be required to pay the full Membership Fee for their current term.
(ii) Once the Membership Fee is paid in full, the Member must provide notice in writing to Provider+ that they want to terminate this Agreement. Provider+ will then terminate the Membership immediately.
10.2 Termination by Provider+
Provider+ may terminate the Membership if:
(i) the Member breaches these Membership Terms and Conditions and fails to rectify the breach within seven (7) days after receiving a notice from Provider+;
(ii) the Member commits a serious or material breach of the Membership such as engaging in abusive behaviour to Provider+ personnel, and such termination will be effective immediately;
(iii) the Member fails to pay the Membership Fee to Provider+ when due and fails to rectify the failure within seven (7) days after receiving a notice from the Provider+; or
(iv) a Force Majeure Event prevents Provider+ from being able to provide the Membership on termination of the Services Agreement.
10.3 Termination of Membership by Member, due to default by Provider+ or Force Majeure Event
The Member may terminate the Membership:
(i) if Provider+ materially breaches these Membership Terms and Conditions and fails to rectify the breach within seven (7) days after receiving a notice from the Member;
(ii) if a Force Majeure Event prevents Provider+ from being able to provide the Membership on termination of the Services Agreement.
10.4 Termination agreed by both Parties
The Parties may terminate the Membership on agreed terms in writing.
11.1 Information provided to Provider+ on this form is “personal information” (ie your name, email address and other information to enable you to access the Platform) which is collected for the purposes of processing the Member’s application, to provide the Member with Membership Entitlements, to contact and communicate with the Member, to respond to Member enquires, to keep the Member informed of upcoming events and for other purposes set out in our Privacy Policy. The intended recipient of this information will be Provider+ and its partners.
11.2 We may disclose that information to third party service providers who help us deliver our Platform including information technology service providers, data storage, web hosting and server providers, professional advisors, payment systems operators and our business partners or as required by law.
11.3 The provision of information by Members is voluntary. However, if Members do not provide the information requested, Provider+ may be unable to process a Member application or provide all agreed services.
11.4 In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside Australia including but not limited to Brunei, Vietnam and Pakistan. We will take such steps as are reasonable in the circumstances to protect your personal information in accordance with the Australian Privacy Principles.
11.5 Our Privacy Policy contains further information about: (i) how we store and use your personal information; (ii) how you can access and seek correction of your personal information; (iii) how you can make a privacy-related complaint; and (iv) our complaint handling process.
11.6 By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.
12.1 Provider+ accepts no liability for the provision of services to assigned representatives.
12.2 Any variations made to these Membership Terms and Conditions may be made by Provider+ by giving express written notice to existing Members and will be effective seven (7) days after the posting on Provider+ website. If Provider+ make changes to the Membership Terms and Conditions that is materially detrimental to Members (as reasonably determined by Provider+), the Member may terminate the Membership Terms and Conditions by providing Provider+ with 30 days' written notice.
12.3 Supplemental, specialist and customised products may also be made available, on a fee for service basis, at special rate for Members in most cases. Such products may include but are not limited to:
(i) seminars, workshops and conferences;
(ii) training courses; and
(iii) specialised services.
12.4 The provisions of these Membership Terms and Conditions are severable and if any provision of these Membership Terms and Conditions is held to be void, invalid, illegal or unenforceable, that provision is severed from these Membership Terms and Conditions without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Membership Terms and Conditions.
12.5 Our Platform may contain links to websites operated by third parties. Unless expressly stated otherwise, we do not control, endorse or approve and are not responsible for the content on those websites. You should make your own investigations with respect to the suitability of those websites.
12.6 Your use of our Platform and these Membership Terms and Conditions are governed by the laws of New South Wales, Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.
12.7 In the event of any dispute arising from, or in connection with, these Membership Terms and Conditions (Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the parties must meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged. If the parties do not resolve the Dispute or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either party (by notice in writing to the other party) to litigation.
13.1 Any advice, written or verbal provided by Provider+ employees, advisors and/or consultants:
(i) is provided in good faith;
(ii) is provided on the basis that Members have fully and accurately disclosed all relevant facts to Provider+; and
(iii) relates only to the facts which Members have disclosed to Provider+ and to Members individual circumstances.
13.2 Verbal advice may not represent the only or definitive solution to Member enquiries or contain all the detail required to answer a Member’s enquiry fully, as the nature of the communication is instantaneous and prevents extensive deliberation.
13.3 Members should carefully consider the extent to which Provider+ verbal advice suits their objectives, financial situation or needs before acting on advice, as Provider+ may not be able to take all evidence fully into account during a brief telephone conversation or initial meeting.
14.1 In relation to the provision of membership services, subject to any non-excludable Consumer Guarantees under the Australian Consumer Law:
(i) Provider+ excludes all implied conditions and warranties, except those of which the exclusion would contravene any statute or cause any part of these Membership Terms to be void; and
(ii) Provider+ will not be liable for any loss or damage suffered by any person acting on Provider+ advice unless the loss or damage arises as a result of Provider+ negligence.
15.1 Unless otherwise agreed in writing, a five (5) business day cooling-off period applies from the date you sign up for a membership and only in cases where the Membership Platform has not been accessed.
15.2 Subject to clause 15.3, the Membership fees are due and payable on the earlier of: (a) the date you access the Membership Platform, or (b) the date the cooling-off period ends. .
15.3 The Membership Fee is non-refundable except for in the following circumstances:
(i) where a Services Agreement between Provider+ and the Member prescribes that a refund is payable, in which case a refund shall be made in accordance with a Service Agreement;
(ii) where the cessation of a Membership is as a result of an act or omission of Provider+, including a major or persistent failure with the Membership subscription service; or
(iii) where a Force Majeure Event prevents Provider+ from being able to provide the Membership;
(iv) where the remainder of the Membership Fees are not a genuine pre-estimate of Provider+’s loss; or
(v) where the Australian Consumer Law requires a full or partial refund of the Membership Fee for breach of a Consumer Guarantee.
15.4 Subject to the Australian Consumer Law, where a refund of the Membership Fee is required in the circumstances described in 15.3(i), 15.3(ii), 15.3(iii), or 15.3(iv) the Membership Fee will be refunded for the amount that equates to the period that the Membership was affected only.
15.5 No refunds will be made available after the cooling-off period for reason solely of a change of mind for the service or product purchased.
For any questions or notice, please contact us at: vip@providerplus.com.au
Provider Group Pty Ltd t/a Provider Plus (ABN 16 625 286 660)
Last Update: 3 November 2022