Terms of Service

In this Agreement, the following definitions apply unless the context requires otherwise:

• "Agreement" means these Terms of Service, including any schedules, annexures, and policies incorporated by reference (including the Privacy Policy).
• "Authorised User" means an individual within the Customer's organisation who is granted access to the Platform under the Customer's account, subject to the user limits of the applicable Subscription Plan.
• "Confidential Information" means all information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product designs, pricing, Customer Data, and the terms of this Agreement.
• "Customer" means the organisation or entity that registers for an account on the Platform and enters into this Agreement with MySDAmanager.
• "Customer Data" means all data uploaded, entered, generated, or stored within the Platform by the Customer or its Authorised Users, including property records, participant records, financial data, documents, incident reports, communications logs, inspection records, and NDIS Participant Data.
• "Documentation" means the user guides, help articles, API documentation, and other technical and operational documentation made available by MySDAmanager in connection with the Platform.
• "Fees" means the subscription fees payable by the Customer for access to the Platform, as set out in the applicable Subscription Plan.
• "Force Majeure Event" has the meaning given in Section 14.
• "Intellectual Property" means all intellectual property rights, including patents, trade marks, copyright, design rights, trade secrets, know-how, database rights, and all other rights of a similar nature, whether registered or unregistered, and including applications for registration of any such rights.
• "NDIS Participant Data" means the subset of Customer Data that constitutes Personal Information or Sensitive Information relating to National Disability Insurance Scheme participants, including names, NDIS numbers, dates of birth, disability information, support needs, emergency contacts, consent records, and related compliance documentation.
• "Personal Information" has the meaning given in the Privacy Act 1988 (Cth).
• "Platform" means the MySDAmanager cloud-based software application accessible at mysdamanager.com, including all features, APIs, integrations, mobile applications, and related services.
• "Sensitive Information" has the meaning given in the Privacy Act 1988 (Cth) and, for the purposes of this Agreement, includes all NDIS Participant Data relating to a person's health or disability.
• "Service Level" means the performance commitments set out in Section 11 of this Agreement.
• "Services" means the Platform and any related support, maintenance, and professional services provided by MySDAmanager under this Agreement.
• "Subscription" means the Customer's subscription to a Subscription Plan for a defined Subscription Period.
• "Subscription Plan" means one of the subscription tiers offered by MySDAmanager (Starter, Professional, or Enterprise), each with defined limits on properties, users, and features as published at mysdamanager.com/pricing.
• "Subscription Period" means the recurring billing period for the Customer's Subscription, being either monthly or annual as selected by the Customer.
• "Third-Party Services" means any third-party applications, services, or integrations that interoperate with the Platform, including Stripe, Xero, Google Calendar, and Microsoft Outlook.

2.1 Organisation Accounts

The Platform operates on a business-to-business (B2B) model. Each Customer account represents an organisation, not an individual consumer. The Customer must designate at least one administrator ("Admin") who is responsible for creating the organisation account, managing Authorised User access, and configuring organisation settings. The Admin acts as the primary point of contact between the Customer and MySDAmanager.

2.2 Role-Based Access Control

The Platform implements role-based access control (RBAC) with four roles, each with defined permission levels:

• Admin: Full access to all features, settings, user management, and data export capabilities.
• Property Manager: Access to property, participant, maintenance, inspection, incident, and communications features. May not manage users or organisation settings.
• Staff: Limited access to operational features including creating and viewing records. May not delete records or access financial or administrative functions.
• SIL Provider: Restricted access to the SIL provider portal only. May not access the main application interface.

The Customer is responsible for assigning appropriate roles to its Authorised Users and ensuring that access permissions align with the principle of least privilege.

2.3 Multi-Factor Authentication

Time-based one-time password (TOTP) multi-factor authentication (MFA) is available to all users and is enrolled through the identity provider. The Service does not currently block Admin accounts that have not enrolled, with the exception of certain platform administration functions. The Customer acknowledges that MFA is a critical security control for protecting NDIS Participant Data and remains responsible for ensuring that its Admin accounts enable and maintain MFA.

2.4 Credential Security

The Customer is responsible for maintaining the confidentiality of all credentials associated with its account. The Customer must ensure that Authorised Users use strong, unique passwords and do not share login credentials between individuals. Account sharing is strictly prohibited. The Customer must notify MySDAmanager immediately at support@mysdamanager.com if it becomes aware of any unauthorised access to its account or any breach of security. The Customer is responsible for all activity that occurs under its account and the actions of its Authorised Users, whether or not authorised by the Customer.

2.5 Registration Information

During registration, the Customer must provide accurate, current, and complete information. The Customer agrees to keep this information up to date throughout the term of this Agreement. MySDAmanager reserves the right to suspend or terminate accounts that contain materially inaccurate registration information.

3.1 Subscription Plans and Pricing

The Platform is offered under the following Subscription Plans, with current pricing published at mysdamanager.com/pricing:

• Starter: A$499 per month (up to 10 properties, 5 users)
• Professional: A$899 per month (up to 25 properties, 15 users)
• Enterprise: A$1,499 per month (up to 50 properties, up to 20 users)
• Custom: tailored pricing and limits for portfolios of more than 50 properties, as agreed in a signed order form or commercial proposal

Annual billing is available at a discounted rate. MySDAmanager will provide at least thirty (30) days' written notice before any increase to subscription prices. Price increases will take effect at the commencement of the next Subscription Period following the notice period. If the Customer does not accept the price increase, the Customer may cancel its Subscription before the new pricing takes effect.

3.2 Auto-Renewal

Subscriptions automatically renew at the end of each Subscription Period for successive periods of the same duration, unless the Customer cancels before the end of the current Subscription Period. For monthly subscriptions, cancellation must be submitted before the next billing date. For annual subscriptions, cancellation must be submitted at least thirty (30) days before the renewal date.

3.3 Payment Terms

All Fees are denominated in Australian Dollars (AUD) and are inclusive of Goods and Services Tax (GST) where applicable. MySDAmanager will issue valid tax invoices for all payments. Subscriptions are billed in advance on a recurring basis (monthly or annual). Payments are processed securely by Stripe. MySDAmanager does not store the Customer's credit card details at any time.

3.4 Late Payment

If a payment fails, MySDAmanager will notify the Customer and provide fourteen (14) days to remedy the failed payment. If payment is not received within fourteen (14) days of the due date, MySDAmanager may suspend access to the Platform until the outstanding amount is resolved. If payment remains outstanding for more than thirty (30) days, MySDAmanager may terminate this Agreement and the Customer's access to the Platform in accordance with Section 13.3. During any suspension for non-payment, the Customer retains read-only access to its Customer Data and the data export function, and MySDAmanager will not delete Customer Data by reason of a payment dispute.

3.5 Free Trial

New Customers may be eligible for a fourteen (14) day free trial. No credit card is required during the trial period. At the end of the trial, the Customer's account will be downgraded to read-only access unless the Customer subscribes to a paid Subscription Plan. The Customer will not be charged without providing explicit payment authorisation. MySDAmanager reserves the right to modify or discontinue the free trial offer at any time.

3.6 Refunds

No refunds are provided for partial Subscription Periods. For annual subscriptions, a pro-rata refund may be requested within the first thirty (30) days of the annual term. After thirty (30) days, no refunds are provided and access continues until the end of the annual Subscription Period. These refund terms do not limit the Customer's rights under the Australian Consumer Law.

4.1 Permitted Use

The Platform may be used only for lawful SDA property management, NDIS compliance tracking, and related operational purposes within the scope of the Customer's business. The Customer must comply with all applicable laws, including the National Disability Insurance Scheme Act 2013 (Cth), the Privacy Act 1988 (Cth), the NDIS (Provider Registration and Practice Standards) Rules 2018, and all applicable state and territory legislation regarding the handling of participant data.

4.2 Prohibited Conduct

The Customer and its Authorised Users must not:

• upload, enter, or store data for which the Customer does not have lawful authority or valid consent to process, including NDIS Participant Data for which participant consent has not been obtained;
• attempt to access, view, modify, or delete data belonging to other organisations or tenants on the Platform;
• reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or any component thereof;
• resell, sublicence, redistribute, or grant access to the Platform to any third party without MySDAmanager's prior written consent;
• use the Platform for competitive analysis, benchmarking, or the development of a competing product or service;
• introduce any virus, worm, trojan, malware, or other malicious code into the Platform;
• use the Platform in any manner that could impair its performance, overload infrastructure, or adversely affect availability for other customers;
• scrape, harvest, or systematically extract data from the Platform by automated means; or
• use the Platform for any purpose that is fraudulent, unlawful, or in violation of any applicable regulation.

4.3 NDIS Compliance Obligations

The Customer acknowledges that it is solely responsible for its own compliance with NDIS Practice Standards, reporting requirements, and regulatory obligations. The Customer must enter accurate and truthful data, particularly in relation to participant records, incident reports, financial information, and compliance documentation. MySDAmanager provides tools to assist with compliance activities but does not guarantee NDIS compliance.

4.4 Suspension for Breach

MySDAmanager may immediately suspend the Customer's access to the Platform, without liability, if MySDAmanager reasonably believes that the Customer has materially breached this Section 4. MySDAmanager will notify the Customer of the suspension and the reasons for it as soon as reasonably practicable. Suspension does not relieve the Customer of its obligation to pay Fees during the suspension period. During any suspension under this Agreement, the Customer retains read-only access to its Customer Data and the data export function, and MySDAmanager will not delete Customer Data by reason of the suspension.

4.5 Fair Use of Metered Features

Certain Platform features incur per-use costs, in particular SMS notifications and AI document analysis. The Customer's use of these features must be consistent with normal operation of an SDA portfolio of the size covered by its Subscription Plan. Where MySDAmanager reasonably determines that the Customer's use of SMS or AI features materially exceeds normal usage, MySDAmanager will notify the Customer and may, on at least fourteen (14) days' written notice, apply reasonable usage-based charges for the excess or require an upgrade to a higher Subscription Plan. The Customer may disable AI features at any time in accordance with Section 6.4.

5.1 Data Ownership

The Customer retains full ownership of all Customer Data at all times. Nothing in this Agreement transfers ownership of Customer Data to MySDAmanager. By using the Platform, the Customer grants MySDAmanager a limited, non-exclusive licence to host, process, store, and transmit Customer Data solely for the purpose of providing the Services.

5.2 Data Processing

MySDAmanager processes Customer Data solely to provide the Services and will not sell, share, or use Customer Data for any purpose other than service delivery and support. MySDAmanager will not access Customer Data except as necessary to provide the Services, respond to support requests, comply with legal obligations, or prevent fraud or security threats. MySDAmanager may use anonymised, aggregated data from which no individual or organisation can be identified for product improvement and analytics purposes.

5.3 Data Security

MySDAmanager implements the following security measures to protect Customer Data:

• AES-256-GCM field-level encryption on NDIS Participant Data (NDIS numbers, dates of birth, emergency contacts, bank account numbers), encrypted server-side before the data is written to storage, with encryption keys held separately;
• Multi-factor authentication (MFA) available for administrator accounts via our authentication provider (Clerk);
• Role-based access control (RBAC) with granular permissions per role;
• Row-level tenant isolation ensuring one organisation cannot access another's data;
• SHA-256 hash-chained audit logging with daily integrity verification;
• Encryption in transit over HTTPS/TLS for all connections; and
• Content Security Policy (CSP) headers to prevent code injection attacks.

5.4 Data Residency and Cross-Border Transfer

5.5 NDIS Participant Data

NDIS Participant Data is classified as Sensitive Information under the Privacy Act 1988 (Cth). MySDAmanager handles NDIS Participant Data in accordance with the NDIS Practice Standards (Information Management requirements). The Customer is responsible for obtaining all necessary consents from NDIS participants (or their authorised representatives) before entering their information into the Platform and for maintaining the accuracy and currency of such data.

5.6 Data Export

The Customer may export a complete copy of its Customer Data at any time during the active Subscription through the built-in data export feature (Settings > Data Export). Following account cancellation or termination, data export is available for ninety (90) days. The Customer may also request a data export in writing, which MySDAmanager will fulfil within thirty (30) days.

5.7 Data Deletion

After termination or cancellation, Customer Data is retained for ninety (90) days and then permanently deleted. If the Customer requires immediate deletion before the retention period expires, it may request this in writing and MySDAmanager will action it within a reasonable timeframe, subject to any legal retention obligations. Audit logs and incident records may be retained for up to seven (7) years in accordance with NDIS record-keeping requirements.

5.8 Privacy

MySDAmanager's collection, use, and handling of Personal Information is governed by the Privacy Policy, which forms part of this Agreement.

6.1 AI-Powered Features

Certain features of the Platform use artificial intelligence provided by Anthropic's Claude API for automated document analysis, policy summarisation, and other analytical functions. These features are designed to assist the Customer with operational tasks and are provided on an informational basis only.

6.2 Data Handling for AI Processing

Documents and data submitted for AI analysis are encrypted in transit using TLS and are processed by Anthropic's Claude API in the United States. Anthropic does not retain Customer Data after processing is complete and does not use Customer Data for training, fine-tuning, or improving its models. MySDAmanager has entered into a Data Processing Agreement with Anthropic that includes contractual obligations regarding data handling and deletion.

6.3 AI Output Disclaimer

6.4 Opting Out of AI Features

The Customer may choose not to use AI-powered features. AI document analysis is initiated only when the Customer explicitly submits a document for analysis. No Customer Data is automatically sent to AI services without user action. If the Customer wishes to disable AI features entirely for its organisation, it may contact MySDAmanager support to request this configuration.

7.1 MySDAmanager Intellectual Property

MySDAmanager retains all Intellectual Property rights in the Platform, including all software, source code, object code, algorithms, designs, user interface elements, branding, trade marks, Documentation, and all improvements, modifications, and derivative works thereof. Nothing in this Agreement transfers ownership of any MySDAmanager Intellectual Property to the Customer.

7.2 Licence Grant

Subject to the terms of this Agreement, MySDAmanager grants the Customer a non-exclusive, non-transferable, revocable, limited licence to access and use the Platform for the Customer's internal business purposes during the Subscription Period. This licence is limited to the features and user limits specified in the Customer's Subscription Plan and does not include the right to sublicence, modify, copy, distribute, or create derivative works from the Platform.

7.3 Customer Intellectual Property

The Customer retains all Intellectual Property rights in its Customer Data. MySDAmanager claims no ownership over any content the Customer creates, uploads, or inputs into the Platform. Nothing in this Agreement transfers ownership of the Customer's pre-existing Intellectual Property to MySDAmanager.

7.4 Feedback

If the Customer or its Authorised Users provide suggestions, feature requests, enhancement ideas, or other feedback about the Platform ("Feedback"), the Customer grants MySDAmanager a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence to use, modify, and incorporate that Feedback into the Platform without obligation or compensation to the Customer. The Customer is under no obligation to provide Feedback.

8.1 Liability Cap

To the maximum extent permitted by law, MySDAmanager's total aggregate liability to the Customer for any and all claims arising from or related to this Agreement or the Services, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total Fees paid by the Customer to MySDAmanager in the twelve (12) months immediately preceding the event giving rise to the claim.

8.2 Exclusion of Indirect Damages

To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• loss of profits, revenue, or business opportunity;
• loss of data or corruption of data (beyond MySDAmanager's data restoration obligations);
• business interruption or loss of goodwill;
• loss of or failure to maintain NDIS registration;
• penalties, fines, or costs imposed by any regulatory authority; or
• cost of procurement of substitute services,

regardless of whether the party was advised of the possibility of such damages and regardless of the cause of action or the theory of liability.

8.3 Carveouts

The limitations in Sections 8.1 and 8.2 do not apply to:

• (a) liability arising from a party's wilful misconduct or fraud;
• (b) either party's breach of its confidentiality obligations under Section 12;
• (c) MySDAmanager's indemnification obligations under Section 9.2 for third-party Intellectual Property infringement; or
• (d) the Customer's obligation to pay Fees owed under this Agreement.

8.4 NDIS Compliance Disclaimer

8.5 Australian Consumer Law

The limitations in this Section 8 apply to the maximum extent permitted by law and do not exclude or limit liability that cannot be excluded or limited under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law.

9.1 Customer Indemnification

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

• (a) the Customer's breach of this Agreement;
• (b) Customer Data uploaded or processed in violation of privacy laws or without proper consent from NDIS participants or their authorised representatives;
• (c) the Customer's breach of NDIS Practice Standards or regulatory obligations; or
• (d) any claim that the Customer's use of the Platform infringes or violates any applicable law or third-party right.

9.2 MySDAmanager Indemnification

MySDAmanager agrees to indemnify, defend, and hold harmless the Customer from and against any third-party claims that the Platform, as provided by MySDAmanager and used by the Customer in accordance with this Agreement, infringes any third-party Intellectual Property right recognised under Australian law. MySDAmanager further agrees to indemnify the Customer against claims arising from MySDAmanager's breach of its data protection obligations under Section 5 caused by a security failure of the Platform, subject to the liability cap in Section 8.1.

9.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent that it is materially prejudiced by such failure); (b) give the indemnifying party sole control of the defence and settlement of such claim; and (c) provide reasonable cooperation and assistance to the indemnifying party in the defence of the claim, at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes liability or obligations on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld.

10.1 MySDAmanager Warranties

MySDAmanager warrants that:

• (a) the Platform will perform materially in accordance with the Documentation during the Subscription Period;
• (b) MySDAmanager will implement and maintain commercially reasonable administrative, physical, and technical security measures to protect Customer Data; and
• (c) MySDAmanager will comply with all applicable Australian privacy laws in its handling of Personal Information and Sensitive Information.

10.2 Customer Warranties

The Customer warrants that:

• (a) it has full authority and capacity to enter into this Agreement and to perform its obligations hereunder;
• (b) it will use the Platform only for lawful purposes and in accordance with this Agreement;
• (c) it has obtained and will maintain all necessary consents from NDIS participants (or their authorised representatives) for the collection, use, and storage of NDIS Participant Data in the Platform; and
• (d) it will comply with all applicable laws, including the Privacy Act 1988 (Cth), the National Disability Insurance Scheme Act 2013 (Cth), and all applicable NDIS Practice Standards, in its use of the Platform and its handling of Customer Data.

10.3 Disclaimers

Subject to Section 10.4 below, the Platform is provided "as is" and "as available" to the extent permitted by law. MySDAmanager does not warrant that the Platform will be uninterrupted, error-free, free from vulnerabilities, or fit for a particular regulatory purpose. MySDAmanager does not warrant that outputs generated by the Platform, including SDA quotations, NDIS claims CSV exports, compliance reports, inspection PDFs, invoice documents, and AI-generated summaries, are accurate or complete. The Customer is responsible for reviewing and verifying all outputs before relying on them for compliance, financial, or operational purposes.

11.1 Uptime Target

MySDAmanager targets 99.5% uptime for the Platform, measured on a calendar month basis. Uptime is calculated as the total minutes in the month minus unplanned downtime minutes, divided by the total minutes in the month. Periods of scheduled maintenance are excluded from the uptime calculation.

11.2 Scheduled Maintenance

MySDAmanager will provide reasonable advance notice (typically at least twenty-four (24) hours) before performing scheduled maintenance that may affect Platform availability. Where practicable, scheduled maintenance will be performed outside of standard Australian business hours (AEST/AEDT).

11.3 Service Credits

If the Platform experiences unplanned downtime exceeding four (4) continuous hours in any calendar month, the Customer may request a service credit equal to a pro-rata amount of the monthly Fee for each full hour of unplanned downtime beyond the initial four-hour threshold. Service credits are capped at twenty-five percent (25%) of the monthly Fee for the affected month. To claim a service credit, the Customer must submit a written request within thirty (30) days of the incident. Service credits are the Customer's sole and exclusive remedy for unplanned downtime.

11.4 Support

MySDAmanager provides support via email (support@mysdamanager.com) and in-app live chat during business hours (Monday to Friday, 9:00 AM to 5:00 PM AEST/AEDT, excluding Australian public holidays). MySDAmanager will use commercially reasonable efforts to respond to support requests within one (1) business day.

11.5 Platform Modifications

MySDAmanager may modify, update, or enhance the Platform from time to time, including adding or removing features. MySDAmanager will provide reasonable notice of material changes that adversely affect the Customer's use of the Platform. If a material adverse change substantially reduces the functionality relied upon by the Customer, the Customer may terminate this Agreement by providing written notice within thirty (30) days of the change taking effect, and MySDAmanager will provide a pro-rata refund of any prepaid Fees for the unused portion of the Subscription Period.

12.1 Obligations

Each party agrees to keep the other party's Confidential Information confidential and to not disclose it to any third party without the disclosing party's prior written consent. Each party shall use the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. This obligation continues for the duration of this Agreement and for a period of three (3) years following its termination or expiration.

12.2 Exceptions

Confidential Information does not include information that:

• (a) is or becomes publicly known through no fault of the receiving party;
• (b) was lawfully in the receiving party's possession before disclosure by the disclosing party, without any obligation of confidentiality;
• (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or
• (d) is lawfully received by the receiving party from a third party without restriction on disclosure.

12.3 Compelled Disclosure

If a party is compelled by law, regulation, or court order to disclose the other party's Confidential Information, the compelled party must provide the other party with prompt written notice of the requirement (to the extent permitted by law) so that the other party may seek a protective order or other appropriate remedy. The compelled party shall disclose only the minimum amount of Confidential Information necessary to comply with the legal requirement.

12.4 Return or Destruction

Upon termination or expiration of this Agreement, each party shall, at the disclosing party's election, return or destroy all Confidential Information of the disclosing party in its possession, except to the extent that retention is required by law or regulation.

13.1 Commencement

This Agreement commences on the date the Customer creates an account on the Platform and continues for the duration of the Subscription Period, subject to earlier termination in accordance with this Section 13.

13.2 Renewal

The Subscription automatically renews at the end of each Subscription Period for successive periods of the same duration, unless the Customer cancels before the end of the current Subscription Period in accordance with Section 3.2.

13.3 Termination for Material Breach

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to remedy the breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail.

13.4 Immediate Termination by MySDAmanager

MySDAmanager may terminate this Agreement immediately by written notice if:

• (a) the Customer's subscription Fees remain unpaid for more than thirty (30) days after the due date;
• (b) the Customer materially breaches Section 4 (Acceptable Use) in a manner that poses a security risk to the Platform or other customers;
• (c) the Customer becomes insolvent, enters voluntary or involuntary administration, has a receiver or liquidator appointed, or is subject to any analogous proceeding; or
• (d) MySDAmanager is required to terminate by law or a government authority.

13.5 Termination for Convenience

The Customer may terminate this Agreement for convenience at the end of any billing period by cancelling its Subscription through the account settings or by providing written notice to MySDAmanager. Cancellation is effective at the end of the current paid Subscription Period.

13.6 Effect of Termination

Upon termination or expiration of this Agreement:

• (a) all Authorised User access to the Platform will be immediately revoked;
• (b) the Customer's Customer Data will be retained for ninety (90) days, during which the Customer may export its data in accordance with Section 5.6;
• (c) after the ninety (90) day retention period, all Customer Data will be permanently deleted, except for audit logs and incident records that may be retained for up to seven (7) years under NDIS record-keeping requirements;
• (d) any outstanding Fees become immediately due and payable; and
• (e) all licences granted to the Customer under this Agreement shall immediately terminate.

13.7 Survival

The following Sections survive termination or expiration of this Agreement: Section 1 (Definitions), Section 5 (Customer Data and Privacy), Section 7 (Intellectual Property), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Warranties and Disclaimers), Section 12 (Confidentiality), Section 17 (Governing Law and Dispute Resolution), and Section 18 (General Provisions).

14.1 Definition

A "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including but not limited to natural disasters, flood, earthquake, fire, epidemic, pandemic, war, terrorism, government action or regulation, embargo, sanctions, internet backbone failures, cyberattacks on third-party infrastructure (but not cyberattacks directed specifically at the affected party's own systems), power grid failures, and failures of third-party telecommunications providers.

14.2 Effect

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) where such failure or delay results from a Force Majeure Event. The affected party must promptly notify the other party in writing of the Force Majeure Event, its expected duration, and the obligations affected. The affected party must use reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance of its obligations as soon as reasonably practicable.

14.3 Extended Force Majeure

If a Force Majeure Event continues for a period of sixty (60) consecutive days or more, either party may terminate this Agreement by providing thirty (30) days' written notice to the other party. In the event of such termination, MySDAmanager will provide a pro-rata refund of any prepaid Fees for the unused portion of the Subscription Period.

15.1 Integrations

The Platform integrates with various Third-Party Services, including Stripe (payment processing), Xero (accounting), Google Calendar, Microsoft Outlook, and others. These integrations are provided for the Customer's convenience and are subject to the respective third party's own terms of service and privacy policies.

15.2 No Responsibility for Third-Party Services

MySDAmanager is not responsible for the availability, performance, accuracy, security, or terms of any Third-Party Service. The Customer's use of any Third-Party Service integration is at the Customer's own risk and is governed by the Customer's separate agreement with the third-party provider. MySDAmanager shall have no liability for any loss, damage, or disruption caused by any Third-Party Service.

15.3 Modification of Integrations

MySDAmanager may add, modify, or remove Third-Party Service integrations from time to time with reasonable notice. If the removal of an integration materially and adversely affects the Customer's use of the Platform, the Customer may terminate this Agreement in accordance with Section 11.5.

Neither party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, MySDAmanager may assign this Agreement without the Customer's consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of MySDAmanager's assets, provided that the assignee assumes all of MySDAmanager's obligations under this Agreement and the Customer is notified of the assignment within thirty (30) days. Any purported assignment in violation of this Section 16 shall be void and of no effect.

17.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia for any disputes arising from or in connection with this Agreement.

17.2 Dispute Resolution

Before commencing formal legal proceedings, both parties agree to attempt to resolve any dispute arising from or in connection with this Agreement through the following process:

1. Negotiation (30 days). The parties will attempt to resolve the dispute through good-faith negotiation, commencing with written notice of the dispute from one party to the other. Each party shall nominate a senior representative with authority to negotiate a resolution.
2. Mediation (60 days). If the dispute is not resolved through negotiation within thirty (30) days, either party may refer the dispute to mediation. The mediation shall be administered by a mediator agreed upon by the parties, or if the parties cannot agree, a mediator appointed by the Resolution Institute. Each party shall bear its own costs in connection with the mediation, and the costs of the mediator shall be shared equally.
3. Litigation. If the dispute is not resolved through mediation within sixty (60) days of the mediation commencing (or if either party refuses to participate in mediation), either party may commence court proceedings in the courts of New South Wales.

17.3 Urgent Relief

Nothing in this Section 17 prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction at any time.

18.1 Entire Agreement. This Agreement, together with the Privacy Policy and any Subscription Plan details, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral. Where the parties have executed a signed order form, subscription agreement, or commercial proposal, or a Data Processing Agreement, those signed agreements prevail over this Agreement and over any click-through terms accepted within the Platform to the extent of any inconsistency.

18.2 Amendments.MySDAmanager may update this Agreement from time to time to reflect changes in applicable law or regulatory requirements, changes to the features or functionality of the Platform (provided no such change materially reduces the Customer's rights), or changes to MySDAmanager's business practices that MySDAmanager reasonably considers necessary. For material changes, MySDAmanager will provide at least thirty (30) days' written notice by email to the Admin email address on file and by displaying a prominent notice within the Platform. Non-material changes (such as typographical corrections or clarifications that do not affect the Customer's rights) may be made without notice. If the Customer does not accept a material change, the Customer may terminate this Agreement by written notice before the change takes effect, and MySDAmanager will refund any prepaid Fees on a pro-rata basis for the unused portion of the then-current Subscription Period. The Customer's continued use of the Platform after the change takes effect constitutes acceptance of the updated Agreement. No amendment under this Section may reduce the Customer's rights under Section 5 (Customer Data and Privacy), Section 8 (Limitation of Liability), or any Data Processing Agreement between the parties.

18.3 Severability.If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

18.4 No Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. A waiver of any provision of this Agreement shall only be effective if made in writing and signed by the waiving party.

18.5 Notices. All notices under this Agreement must be in writing and will be deemed given when sent by email to the Admin email address on file (for notices to the Customer) or to legal@mysdamanager.com (for notices to MySDAmanager). Either party may update its notice address by written notice to the other party in accordance with this Section.

18.6 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other or to incur obligations on behalf of the other.

The Platform incorporates the following open datasets. These attributions are provided in accordance with the terms of the licences under which the data is made available.

19.1 Geocoded National Address File (G-NAF)

G-NAF is used to suggest Australian addresses when a property address is entered, and to determine the Australian Bureau of Statistics statistical region of a selected address. Address lookups are performed entirely within MySDAmanager's own infrastructure; no address entered into the Platform is sent to a third-party address-verification service.

The G-NAF licence prohibits using the data to compile a list of addresses for the purpose of sending mail unless each address is independently verified against a second source. MySDAmanager does not offer, and the Customer must not use the Platform to produce, any such compilation on the basis of G-NAF data.

19.2 Australian Statistical Geography Standard (ASGS)

ASGS Edition 3 data is used to derive the Statistical Area Level 4 (SA4) region recorded against a property, either from the property's postcode or, where a G-NAF address has been selected, from that address's mesh block. SA4 values are recorded for reporting purposes. They are indicative regional classifications and must not be relied on for pricing, funding, eligibility, or any compliance determination.

If you have questions about this Agreement, please contact us: