1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Diversity Sync'd platform ("Platform"), operated by New Horizon Code Pty Ltd (ABN 61 634 659 804) ("we", "us", "our"). By creating an account, logging in, or using any part of the Platform, you agree to be legally bound by these Terms.

If you do not agree to these Terms, you must immediately cease using the Platform.

2. Definitions

"Content" means any information uploaded, stored, processed, or generated through the Platform, including personal and sensitive data, relating to both Participants and also information relating to the User. It may also include Personal Information as defined by the Privacy Act.

"Participant" means a current or prospective NDIS participant.

"Personal information" is defined in the Privacy Act to mean any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not and whether the information or opinion is recorded in a material form or not.

"Services" means the features and functionality made available through the Platform.

"User" means any authorised individual accessing the Platform under your account, including support workers, coordinators, and administrators.

"You"/"Your" refers to you as the client, an organisation with a valid subscription to the Platform.

3. Account Access, Users and Your Responsibility

Access to the Platform is granted to you as the client, who may authorise individual Users within your organisation to access the Platform under the account.

By registering a client account or using the Platform, you represent and warrant that:

• Each User is legally authorised to act on behalf of your organisation
• You are responsible for ensuring that Users have completed any necessary training, onboarding, or legal clearance required to access Participant data
• You are responsible for managing user access, permissions, and ensuring Users comply with these Terms and all applicable laws
• You assume full responsibility for all actions performed on the Platform by each User, including data uploads, communications, and use of AI features
• You must ensure that any personal or sensitive information submitted to the Platform is collected and disclosed lawfully, with appropriate consent or legal authority under the Privacy Act 1988 (Cth), the NDIS Act, and any applicable child protection legislation
• Users must keep their login credentials secure and must not share access with unauthorised individuals

We reserve the right to suspend or revoke access to any User account where there is evidence of misuse, unauthorised access, or a breach of these Terms.

4. Use Restrictions

You must not:

• Use the Platform to upload or transmit unlawful, defamatory, or harmful content
• Interfere with or disrupt the operation, security, or integrity of the Platform
• Use the Platform to upload or process content involving children or Participants without proper legal authority or consent
• Reverse-engineer, decompile, or attempt to extract source code from the Platform
• Use the Platform to train external AI models or scrape data
• Share access credentials with unauthorised third parties

5. Subscription & Payment

Access to the Platform is provided under a subscription model. Specific pricing, renewal, and cancellation terms are governed by a separate agreement between the Client and New Horizon Code Pty Ltd.

Failure to pay subscription fees when due may result in suspension or termination of access without notice.

6. Intellectual Property

We retain all rights, title, and interest in the Platform, including but not limited to all software, documentation, design elements, and trademarks. Use of the Platform does not grant you ownership over any part of it.

You retain ownership over your uploaded Content, subject to the rights granted to us under these Terms for the purpose of providing the Services.

You retain all rights, title, and interest in the submitted Content. By using the Platform, you grant us a limited, non-exclusive, revocable licence to use, host, store, copy, and process Content solely for the purpose of delivering the Services and operating the Platform in accordance with applicable laws.

7. Platform Assistance Tools

DS AI

The Platform includes artificial intelligence-enhanced features ("DS AI") designed to assist Users by generating summaries, surfacing potential issues in shift notes or reports, and providing general insights to support workflow efficiency and data validation.

DS AI may flag incomplete documentation, data anomalies, or potential medication-related inconsistencies for review. These flags are informational only and do not constitute medical, pharmaceutical, clinical, legal, or professional advice of any kind.

You acknowledge and agree that:

• DS AI outputs may contain inaccuracies, omissions, or false positives
• Medication-related flags must not be interpreted as clinical or pharmacological recommendations
• You are solely responsible for independently verifying all AI-generated outputs prior to making any decisions or taking action
• DS AI is not a substitute for human judgment, qualified professional review, or required compliance checks

Clients acknowledge that DS AI is a non-deterministic system that may return different results based on input variation, internal model changes, or system configuration. DS AI does not meet the threshold for clinical decision support tools as defined under healthcare or pharmaceutical regulations.

In accordance with the Australian Privacy Principle APP 6, you must ensure that any personal information inputted into DS AI is only inputted for the primary purpose for which it is collected, unless the Participant has consented to a secondary use, or you can establish that the secondary use would be reasonably expected by the Participant.

In accordance with Australian Privacy Principle APP 3, you must not use DS AI to generate or infer sensitive information about a Participant without that person's consent.

We accept no liability for any outcomes, losses, or decisions resulting from reliance on DS AI outputs without appropriate review and validation.

Further information on how AI is used within the Platform, including known limitations and usage responsibilities, is available at: https://docs.diversitysync.com/en/articles/11639054-use-of-artificial-intelligence-ai

SCHADS Interpreter

The Platform may include tools designed to assist with interpreting provisions of the Social, Community, Home Care and Disability Services Industry (SCHADS) Award. These tools are rule-based and rely on user-provided information to generate outputs such as indicative classifications, penalties, allowances, and working hour calculations.

These features are provided for general information purposes only and are intended to support—but not replace—your internal compliance processes.

We do not warrant the accuracy, completeness, or legal effect of any SCHADS-related outputs generated via the Platform. You remain solely responsible for ensuring that your employment classifications, rostering practices, and pay rates comply with the Fair Work Act 2009 (Cth), relevant modern awards, and enterprise agreements.

We do not provide legal, industrial relations, or payroll advice. Clients are encouraged to seek professional advice or consult the Fair Work Ombudsman for definitive guidance on SCHADS Award interpretation and workplace obligations.

8. Data Privacy

Your use of the Platform is also governed by our Privacy Policy, which outlines how we collect, store, and protect your information. By using the Platform, you consent to the handling of your Content in accordance with that Policy.

9. Security & Availability

We implement strict security controls; however, we do not guarantee that the Platform will be free from interruptions, bugs, vulnerabilities, or unauthorised access.

• We may perform scheduled or emergency maintenance without prior notice
• We may suspend access in the event of a suspected breach, misuse, or security risk
• We may restrict or throttle access to certain features, including DS AI or file processing functions, to preserve platform stability and performance for all users

10. Termination

We may suspend, restrict, or permanently terminate your access to the Platform at our sole discretion if:

• You or your Users breach these Terms or any applicable laws
• You fail to pay fees or charges when due
• You misuse or attempt to undermine the security, integrity, or functionality of the Platform
• Your access presents a legal, reputational, or operational risk to us or others
• We are required to do so by law, court order, or regulatory authority
• Your Client agreement is terminated or expires

We may also limit or revoke specific feature access (such as DS AI or SCHADS tools) without notice to preserve platform performance, compliance, or user safety.

Upon termination:

• Your access to the Platform and its features will be disabled
• We may retain or delete your Content in line with our Data Retention Policy
• You may request a copy of the Content prior to deletion, subject to identity verification and any applicable legal or contractual restrictions

We are not liable for any loss arising from the suspension or termination of access under this clause.

11. Limitation of Liability

To the fullest extent permitted by law:

• We exclude all warranties (express or implied), including fitness for purpose
• We shall not be liable for any indirect, incidental, special, or consequential loss, including data loss, reputational damage, or business interruption
• In any case, our total aggregate liability under these Terms is limited to the lesser of (a) 12 months of paid subscription fees, or (b) AUD $5,000

Nothing in this clause limits your rights under the Australian consumer law where they cannot be excluded.

12. Indemnity

You agree to indemnify, defend, and hold harmless New Horizon Code Pty Ltd (and its officers, employees, contractors, and affiliates) from and against any and all claims, losses, damages, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising from or relating to:

• Your or your Users' breach of these Terms
• Misuse of the Platform or any feature (including DS AI or SCHADS tools)
• Any Content submitted, uploaded, or shared by you or your Users
• Violation of any applicable laws, privacy obligations, or third-party rights (including intellectual property or data rights)

This indemnity survives the termination of these Terms.

13. Hyperlinks and Third Party Content

The Platform may include links to external websites, services, or resources operated by third parties. These are provided for your convenience only. We do not control, endorse, or take responsibility for the content, availability, security, or accuracy of any third party sites or services.

Accessing such third party content is at your own risk, and we recommend reviewing their terms and privacy policies before engaging with them.

14. User Feedback

If you submit feedback, suggestions, or improvement ideas relating to the Platform ("Feedback"), you grant us a non-exclusive, royalty-free, perpetual, and irrevocable licence to use, reproduce, and incorporate that Feedback into the Platform or our business operations.

We are not obligated to implement or respond to any submitted Feedback.

15. Modifications to Terms

We may update these Terms at any time. Updates will be effective upon posting to the Platform. We will notify users of material changes via email or in-app notification.

Your continued use of the Platform after changes constitutes acceptance of the revised Terms.

16. Dispute Resolution

16.1 If a dispute arises out of or in connection with this agreement, neither party may commence any court or arbitration proceedings relating to the dispute unless it has complied with this clause, except where urgent interlocutory relief is sought.

16.2 A party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute ("Dispute Notice").

16.3 Upon receipt of the Dispute Notice, the parties must within 7 days in good faith attempt to resolve the dispute.

16.4 If the dispute is not resolved within 7 days after the date of the Dispute Notice, the parties must endeavour to resolve the dispute by mediation administered by the Resolution Institute.

16.5 Unless otherwise agreed the mediation shall be conducted in Queensland and the parties will share the mediator's costs equally, and each party must bear its own legal costs.

16.6 If the dispute is not resolved within 14 days after the appointment of the mediator, either party may commence legal proceedings.

17. Governing Law

These Terms are governed by the laws of Queensland, Australia, and any disputes arising under them shall be subject to the exclusive jurisdiction of the courts of Queensland.

18. Contact Us

If you have questions or concerns about these Terms, please contact:

New Horizon Code PTY LTD

Suite 121, Level 14

167 Eagle Street, Brisbane QLD 4000

Email: legal@newhorizoncode.io

19. Survivability

Sections 6 (Intellectual Property), 7 (AI Features & DS AI), 11 (Limitation of Liability), 12 (Indemnity), 17 (Governing Law), and this Section 19 shall survive termination of these Terms.