Terms of Service

1. Definitions

In these Terms, the following definitions apply:

• “Platform” means SecondShift's software-as-a-service platform for allied health clinics.
• “Services” means the Platform access and features provided under your subscription.
• “Clinic Data” means all data inputted into or uploaded to the Platform by or on behalf of the Clinic.
• “Health Information” has the meaning given in the Privacy Act 1988 (Cth).
• “Report” means any document generated by the Platform using Clinic Data.
• “Authorised User” means an individual authorised by the Clinic to access the Platform.

2. Services

2.1 Platform Access. Subject to these Terms, SecondShift grants you a non-exclusive, non-transferable right to access and use the Platform during the term of your subscription.

2.2 Report Generation. The Platform uses artificial intelligence to generate draft Reports from Clinic Data. All Reports are generated as drafts for practitioner review.

2.3 Report Approval Workflow. All Reports generated by the Platform are created in draft status and must be reviewed and approved by an Authorised User before being sent or used. The Platform does not automatically send Reports. The Clinic is solely responsible for reviewing the accuracy, completeness, and compliance of all Reports before approval.

2.4 Integrations. Where you connect third-party systems to the Platform, you authorise SecondShift to access and process data from those connected systems solely for the purpose of providing the Services.

2.5 Support. SecondShift provides support during Australian business hours (9:00am to 5:00pm AEST/AEDT, Monday to Friday, excluding public holidays).

2.6 Updates. SecondShift may update Platform features at any time. We will provide reasonable notice for material changes that affect your use of the Services.

3. Authorised Users

The Clinic is responsible for ensuring that all Authorised Users comply with these Terms. You must maintain the security of all account credentials and must not share login details or permit unauthorised access to the Platform. You are responsible for all activity that occurs under your account and the accounts of your Authorised Users.

4. Clinic Obligations

You agree to:

• Use the Platform lawfully and in accordance with these Terms
• Ensure the accuracy of all data entered into the Platform
• Obtain all necessary consents from clients and participants before entering their information into the Platform

The Clinic is solely responsible for:

• All clinical decisions made using information from the Platform
• Reviewing and verifying the accuracy of all Reports before approval
• Compliance with NDIS requirements, including the NDIS Act 2013 and associated rules
• Meeting all professional and regulatory obligations applicable to its practitioners

SecondShift is a technology provider, not a clinical service provider. The Platform does not provide clinical advice, diagnosis, or treatment recommendations.

5. Fees and Payment

Subscription fees are invoiced monthly or annually in Australian dollars (AUD), inclusive of GST where applicable. Payment is due within 14 days of invoice.

If payment is not received by the due date, interest accrues on the outstanding amount at a rate of 8% per annum. SecondShift may suspend access to the Platform if payment remains outstanding for more than 14 days after written notice.

SecondShift will provide at least 60 days written notice of any changes to subscription fees. If you wish to dispute an invoice, you must raise the dispute in writing within 14 days of receipt.

6. Intellectual Property

SecondShift retains all intellectual property rights in the Platform, including its design, code, algorithms, templates, scoring systems, AI models, and documentation. Your use of the Platform does not transfer any intellectual property rights to you.

The Clinic retains all intellectual property rights in Clinic Data. You grant SecondShift a limited, non-exclusive licence to use Clinic Data solely for the purpose of providing the Services and, in anonymised and aggregated form only, to improve the Platform.

Any feedback, suggestions, or ideas you provide regarding the Platform may be used by SecondShift without restriction or obligation to you.

7. Confidentiality

Each party agrees to keep confidential all information received from the other party that is not publicly available, and to use such information only for the purposes contemplated by these Terms. This obligation survives termination of these Terms for a period of five (5) years.

8. Privacy and Data Protection

Each party will comply with all applicable privacy legislation, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The handling of personal and health information is governed by our Privacy Policy and the Data Processing Schedule.

9. Warranties

SecondShift warrants that it:

• Has the right to grant the licences and provide the Services described in these Terms
• Will use reasonable care and skill in providing the Services
• Will implement reasonable security measures to protect Clinic Data

The Clinic warrants that it:

• Has the authority to enter into these Terms and use the Platform
• Has obtained all necessary consents to provide Clinic Data to the Platform
• Will comply with all applicable laws and professional obligations in its use of the Platform

AI Outputs. Reports and AI-generated outputs are drafts only. SecondShift does not warrant the accuracy, completeness, fitness for purpose, or compliance with any standard of AI-generated content. The Clinic is solely responsible for reviewing, verifying, and approving all Reports and AI-generated outputs before use.

To the maximum extent permitted by law, no other warranties are given. Nothing in these Terms excludes or limits any rights you may have under the Australian Consumer Law that cannot be excluded or limited by agreement.

10. Limitation of Liability

To the maximum extent permitted by Australian law:

• Neither party is liable for any indirect, consequential, incidental, or special damages arising from or in connection with these Terms or the use of the Platform
• SecondShift's total aggregate liability under or in connection with these Terms is limited to the fees paid by the Clinic in the 12 months immediately preceding the event giving rise to the claim

The limitations in this section do not apply to:

• Liability arising from fraud or wilful misconduct
• Amounts properly due and payable under these Terms
• Indemnification obligations under section 11
• Any liability that cannot be excluded under the Australian Consumer Law

11. Indemnification

The Clinic agrees to indemnify and hold harmless SecondShift and its officers, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from or in connection with:

• The Clinic's breach of these Terms
• Any intellectual property or privacy claims relating to Clinic Data
• The Clinic's failure to obtain necessary consents
• Reports that have been approved and sent by the Clinic
• Clinical decisions made by the Clinic or its practitioners

12. Term and Termination

These Terms remain in effect for the duration of your subscription. Subscriptions automatically renew at the end of each billing period unless you provide at least 30 days written notice of your intention not to renew.

Either party may terminate these Terms if the other party commits a material breach and fails to remedy that breach within 30 days of receiving written notice specifying the breach.

The Clinic may terminate these Terms for convenience by providing at least 30 days written notice to SecondShift.

Upon termination:

• Access to the Platform ceases immediately
• All fees incurred up to the date of termination remain payable
• Clinic Data will be available for export for a period of 30 days, after which it will be retained or deleted in accordance with our Privacy Policy and applicable law

13. General

Governing Law. These Terms are governed by the laws of New South Wales, Australia.

Dispute Resolution. In the event of a dispute, the parties will first attempt to resolve the matter through escalation to senior management. If the dispute is not resolved within 14 days, the parties will attempt mediation before commencing any court proceedings.

Notices. All written notices under these Terms must be sent by email to the address registered on the relevant party's account, or to support@secondshift.com.au for notices to SecondShift.

Entire Agreement. These Terms, together with the Privacy Policy and Data Processing Schedule, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

Amendments. SecondShift may amend these Terms by providing at least 30 days written notice. Continued use of the Platform after the amendment takes effect constitutes acceptance of the amended Terms.

Assignment. Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except that SecondShift may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure. Neither party is liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control.

Waiver. A failure by either party to exercise or enforce any right under these Terms does not constitute a waiver of that right.

Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

14. Contact

If you have questions about these Terms, please contact us:

Email: support@secondshift.com.au