Terms of Service

1. Acceptance and Parties

These Terms of Service (the "Terms") form a binding agreement between you (the "Customer", "you", or "your") and Metrixcare Operations Pty Ltd (ACN 162 600 795, ABN 90 162 600 795) of Adelaide, South Australia ("Metrixview", "we", "us", or "our"), governing your access to and use of the Metrixview governance platform and any associated products, including NDIS Express (collectively, the "Service"). By signing up for, accessing, or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you are agreeing to these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation.

2. Definitions

• "Customer Data" means information uploaded, entered, or generated by you or your authorised users through the Service, including indicator values, governance frameworks, annotations, and uploaded documents.
• "Authorised User" means an individual you authorise to access the Service under your subscription (e.g. employees, contractors).
• "Subscription" means your paid plan to access the Service, as set out in the order (online checkout or written agreement).
• "Connected Service" means a third-party service you connect to your Metrixview account through Settings → Integrations (e.g. Google Drive, Microsoft OneDrive, MYOB, Xero).
• "Documentation" means our published guides, in-product help, and AI System Card available at metrixview.com.

3. The Service

Metrixview is a software-as-a-service governance and performance management platform. We make the Service available to you in accordance with these Terms, our Documentation, and any applicable order. We may update, improve, or discontinue features from time to time; where any change materially reduces the Service's functionality, we will notify you a reasonable period in advance.

Service availability is provided on a commercially reasonable basis. We do not warrant that the Service will be uninterrupted or error-free.

4. Accounts and User Obligations

To use the Service you must register an account through our authentication provider (WorkOS). You must provide accurate information and keep it current. You are responsible for safeguarding the credentials of your Authorised Users and for all activity under your account.

You agree:

• To use the Service only in accordance with these Terms, applicable law, and our Documentation;
• To ensure each Authorised User complies with these Terms;
• To enable multi-factor authentication when prompted (mandatory for users with active accounting integrations such as MYOB or Xero);
• To notify us promptly of any unauthorised access to your account at [email protected].

5. Subscription, Fees, and Billing

Subscription fees and billing terms are set out in the order. Unless otherwise specified:

• Fees are stated in Australian dollars (AUD), exclusive of GST, which will be added where applicable;
• Subscriptions are billed in advance, monthly or annually, by Stripe Inc. on our behalf;
• Payment failures may result in suspension of the Service after reasonable notice;
• Subscription renewals are automatic for the same term unless cancelled before renewal;
• Fees paid are non-refundable except where required by law (including the Australian Consumer Law);
• We may change subscription fees with at least 30 days' written notice prior to renewal.

Trial accounts (where offered) are provided as-is and may be discontinued at any time.

6. Acceptable Use

You agree not to:

• Use the Service in violation of any law or regulation;
• Upload or transmit material that infringes intellectual property rights or contains malicious code;
• Interfere with, disrupt, or attempt to gain unauthorised access to the Service, our infrastructure, or other customers' accounts;
• Reverse engineer, decompile, scrape, or otherwise attempt to extract source code or non-public data from the Service, except to the extent expressly permitted by law;
• Resell, sublicense, or commercially exploit the Service or any portion of it except as expressly permitted in your subscription;
• Use the Service to develop a directly competing product;
• Use any Connected Service in a manner that breaches that service's own terms (e.g. use the MYOB or Xero integration in a way that breaches the relevant developer-platform terms).

We may investigate suspected breaches and take action including suspending the offending account.

7. Customer Data and Ownership

You own your Customer Data. You grant Metrixview a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and otherwise use Customer Data solely for the purposes of providing and improving the Service, supporting you, and complying with law.

You are responsible for the accuracy and lawfulness of Customer Data and for obtaining all necessary consents from individuals whose information appears in Customer Data.

We will not sell Customer Data. We will not use Customer Data to train, fine-tune, adapt, or enhance any artificial intelligence model, consistent with our public AI System Card and the requirements of our integration partners (including Xero Developer Platform Terms §7(b)(i) and equivalent restrictions in the MYOB Developer Program).

Where you cancel your subscription or close your account, we will retain Customer Data for a period of up to 30 days to enable reactivation, after which it will be permanently deleted from our production systems and (within the rolling backup window) our backups. You may request earlier deletion at any time by contacting [email protected].

8. Integrations with Third-Party Services

The Service includes optional integrations with selected third-party services (Connected Services) listed in our Privacy Policy section 7. Your use of any Connected Service is governed by the third party's own terms and privacy policy, in addition to these Terms.

By connecting a Connected Service to your Metrixview account, you authorise us to send to and (where applicable) read from that service the data described in the Privacy Policy. You can disconnect any Connected Service at any time from Settings → Integrations; we will mark the corresponding refresh token revoked.

We do not warrant the availability or behaviour of any Connected Service. Metrixview is not liable for any loss arising from a Connected Service's outage, error, or change to its terms or API.

9. Intellectual Property

The Service, the Documentation, and all related software, designs, marks, and content are owned by Metrixcare Operations Pty Ltd or its licensors. We grant you a non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the subscription term, subject to these Terms.

You retain all intellectual property rights in your Customer Data. Feedback you provide about the Service may be used by us without restriction or compensation, and we may incorporate it into the Service.

10. Confidentiality

Each party may receive Confidential Information from the other in connection with the Service. The receiving party will keep such information confidential and use it only for purposes consistent with these Terms. This obligation does not apply to information that is or becomes publicly available without breach, was already known to the receiving party, or is independently developed.

11. Warranties and Australian Consumer Law

Metrixview warrants that it will provide the Service with reasonable care and skill. Except as expressly stated in these Terms or required by law, the Service is provided "as is" and we make no other warranties, express or implied.

Nothing in these Terms excludes, restricts, or modifies rights that cannot be excluded under the Competition and Consumer Act 2010 (Cth), including the consumer guarantees under the Australian Consumer Law. Where our liability under the Australian Consumer Law cannot be excluded but can be limited, our liability is limited (at our option) to re-supplying the Service or paying the cost of having the Service re-supplied.

12. Limitation of Liability

Subject to clause 11 (Australian Consumer Law), to the maximum extent permitted by law:

• Neither party is liable for any indirect, consequential, special, exemplary, or punitive damages, or for loss of profit, revenue, anticipated savings, goodwill, or data, however arising;
• Our total aggregate liability to you arising out of or in connection with these Terms or the Service, in contract, tort (including negligence), or otherwise, will not exceed the total subscription fees paid by you to Metrixview in the 12 months immediately preceding the event giving rise to the claim.

Each party's liability for breach of confidentiality, breach of intellectual property rights, or for the indemnities in clause 13 is excluded from the cap above.

13. Indemnification

You agree to indemnify Metrixview against any third-party claim, loss, damage, or expense (including reasonable legal costs) arising from your breach of these Terms, your Customer Data, your use of any Connected Service in breach of that service's terms, or your violation of any law.

We will indemnify you against any third-party claim that the Service, when used in accordance with these Terms, infringes that third party's Australian intellectual property rights, subject to you giving us prompt notice, sole control of the defence, and reasonable cooperation.

14. Suspension and Termination

Either party may terminate the subscription at the end of the then-current term with at least 30 days' notice. We may suspend or terminate your access to the Service, with or without notice, where:

• You fail to pay fees when due;
• You materially breach these Terms and (where the breach is capable of remedy) fail to remedy within 14 days of written notice;
• We reasonably believe your use of the Service poses a security risk to us, our customers, or our integration partners;
• An integration partner (e.g. Xero, MYOB) requires us to suspend access to comply with our developer-platform obligations to them;
• Required by law.

On termination, your right to use the Service ends and we will treat Customer Data per clause 7.

15. Privacy and Data Security

Our handling of personal information is governed by our Privacy Policy, which forms part of these Terms.

We maintain industry-standard security measures including encryption at rest and in transit, role-based access control, immutable audit logging, and an incident-response process aligned with the Australian Notifiable Data Breaches scheme.

16. Modifications to these Terms

We may update these Terms from time to time. Where a change is material, we will notify you by email or through the Service at least 30 days before it takes effect. If you do not agree with the change, you may terminate your subscription before the change takes effect; otherwise your continued use of the Service after the change takes effect constitutes acceptance.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of Victoria, Australia, and each party submits to the exclusive jurisdiction of the courts of Victoria, Australia (and any court of appeal from those courts) for all disputes arising in connection with these Terms.

Before commencing any legal proceeding, the parties will use reasonable endeavours to resolve the dispute in good faith. Either party may seek interim or injunctive relief from a court at any time.

18. General

• Notices to Metrixview must be sent to [email protected] (general) or [email protected] (privacy and data matters). Notices to you will be sent to the email address on your account.
• Assignment — you may not assign these Terms without our written consent. We may assign these Terms to an affiliate or to an acquirer of all or substantially all of our business.
• Severability — if any provision of these Terms is unenforceable, the remaining provisions remain in full force.
• No waiver — failure to enforce any provision is not a waiver of that provision.
• No partnership — these Terms do not create any partnership, agency, or employment relationship.
• Force majeure — neither party is liable for delays or failures caused by events beyond their reasonable control.
• Entire agreement — these Terms together with the Privacy Policy and your subscription order form the entire agreement between us regarding the Service.

19. Contact

See also: Privacy Policy | AI System Card