This Master Services Agreement applies between Statura Operations Pty Ltd (ACN 696 303 269, ABN 70 696 303 269), trading as Statura Care and the customer identified in an order form or other authorised acceptance record.

1. Structure of the agreement

This agreement governs access to and use of the Statura Care platform, including the web application, family portal, care worker mobile application, related APIs, and associated support services.
It is supplemented by any order form, proposal, quote, or billing record accepted by the customer, plus the Data Processing Schedule and Subprocessor Schedule.
If there is any inconsistency, the order of precedence is: order form, this agreement, the Data Processing Schedule, then the Subprocessor Schedule.

2. Subscription and access

Subject to payment of applicable fees, Statura grants the customer a non-exclusive, non-transferable, non-sublicensable right to permit authorised users to access and use the service for the customer's internal business operations.
Modules, user roles, and limits are determined by the subscribed plan and any order form.
Statura may update, improve, or modify the service from time to time, provided the core subscribed functionality is not materially reduced during a paid term without a lawful basis or reasonable notice.

3. Mobile app stores

If an authorised user downloads the Statura Care Worker app through the Apple App Store or Google Play, the relevant app store operator is not a party to this agreement and is not responsible for support, maintenance, or service availability.
Customers and authorised users must comply with the applicable Apple and Google store terms governing download and device use.
To the extent required by Apple, Apple and its subsidiaries are third-party beneficiaries of the mobile-application-use provisions of this agreement and may enforce those provisions against the customer and its authorised users.

4. Customer responsibilities

The customer is responsible for:

ensuring each authorised user is properly authorised, trained, and supervised
maintaining the confidentiality of account credentials, devices, and local access codes
the lawfulness, accuracy, quality, and completeness of customer data and instructions
obtaining and maintaining all notices, consents, authorities, and permissions required to collect, upload, use, disclose, and instruct Statura to process customer data
verifying any outputs, reports, alerts, exports, calculations, generated documents, or suggested workflows before relying on them operationally or submitting them externally
complying with all laws and regulatory obligations that apply to the customer as an aged care provider, employer, contractor principal, or service operator
all care delivery, workforce management, payroll, tax, pricing, billing, funding, consumer, and clinical decisions made by or for the customer
all statutory, contractual, and funding submissions made by the customer, including any submissions to regulators, funders, workers, clients, residents, representatives, or family members

5. No professional advice or outsourced compliance

The service is a software tool designed to support compliance, care management, operations, and reporting workflows.
Statura does not provide legal, regulatory, clinical, payroll, tax, accounting, employment, industrial-relations, or professional advice under this agreement.
Statura does not assume, and is not responsible for, the customer's obligations as an approved provider, registered provider, employer, principal, or health-service operator.
Features such as deadline tracking, alerts, templates, calculators, budget tools, classification logic, draft exports, and workflow guidance are intended to assist the customer's internal processes. They do not replace the customer's review, judgement, or compliance obligations.

6. Acceptable use

The customer must not, and must ensure its authorised users do not:

access or use the service unlawfully or in a way that infringes another person's rights
introduce malicious code or interfere with the integrity, performance, or security of the service
attempt to reverse engineer, decompile, or derive the source code of the service except to the extent that any restriction is unenforceable by law
use the service to process data the customer is not legally entitled to process
provide access to competitors, service bureaus, or unauthorised third parties without Statura's written approval

7. Customer data and intellectual property

As between the parties, the customer retains all right, title, and interest in and to customer data.
The customer grants Statura a non-exclusive right to host, copy, transmit, transform, display, back up, and otherwise process customer data to provide the service, maintain security and continuity, comply with law, and otherwise perform this agreement.
Statura retains all right, title, and interest in the service, software, documentation, branding, improvements, usage analytics derived from the service, and all related intellectual property rights.
Statura may generate de-identified and aggregated service analytics for improvement, benchmarking, security, and capacity planning, provided those analytics do not identify the customer, a client, resident, worker, or representative.

8. Support, maintenance, and security

Statura will use commercially reasonable efforts to make the service available, maintain security appropriate to the nature of customer data, and provide the support arrangements described in the applicable order form or current support policy.
Statura may perform planned or emergency maintenance reasonably required to preserve platform stability, security, or integrity.

9. Fees and payment

Fees, billing frequency, and invoicing terms are set out in the applicable order form or pricing arrangement.
Unless otherwise agreed in writing, fees are in Australian dollars, invoices are payable within 30 days, and fees are exclusive of GST and other applicable taxes.
If payment is overdue, Statura may charge reasonable default interest and, after giving reasonable notice, suspend access until the overdue amount is paid.

10. Confidentiality

Each party must keep confidential the other party's confidential information and use it only for the purposes of this agreement.
Confidential information does not include information that becomes public through no breach, was lawfully known before disclosure, is lawfully received without restriction, or is independently developed without reference to the disclosing party's information.
A party may disclose confidential information where required by law, regulator, or court order, provided it gives prior notice where legally permitted.

11. Warranties and disclaimers

Statura warrants that it will provide the service with due care and skill and that the service will materially perform in accordance with Statura's then-current documentation, subject to the limits, assumptions, and dependencies disclosed there.
The customer warrants that it has all necessary rights, permissions, and legal bases to provide customer data to Statura and to instruct Statura to process that data.
Except as expressly stated, and to the maximum extent permitted by law, the service is provided without additional warranties, including uninterrupted availability, error-free operation, fitness for a particular regulatory outcome, or guaranteed compliance result.
Nothing in this agreement excludes, restricts, or modifies any consumer guarantee or statutory right that cannot lawfully be excluded, restricted, or modified.

12. Indemnities

The customer indemnifies Statura against third-party claims, losses, liabilities, damages, and reasonable costs to the extent arising from customer data, breach of this agreement, unlawful or misleading instructions, or the customer's care delivery, workforce, payroll, or external submission decisions.
Statura will defend or settle third-party claims alleging that the unmodified service, used in accordance with this agreement, infringes an Australian intellectual property right, and will indemnify the customer for final court-awarded damages or approved settlements arising from that claim.
Statura has no obligation under clause 12.2 to the extent a claim arises from customer data, third-party materials or integrations selected by the customer, use in combination with items not supplied by Statura, or modifications not made by Statura.

13. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, punitive, exemplary, or consequential loss, or for any loss of profit, revenue, goodwill, savings, or business opportunity.
Subject to clause 13.3, each party's aggregate liability arising out of or in connection with this agreement is capped at the total fees paid or payable by the customer to Statura in the 12 months before the event giving rise to the claim.
The liability cap does not apply to fees properly due and payable, the customer's indemnity obligations, either party's fraud or wilful misconduct, unlawful misuse of the other party's confidential information, or liability that cannot lawfully be excluded or limited.
Where an Australian Consumer Law guarantee applies and liability cannot be excluded but can be limited, Statura's liability is limited, at Statura's option, to re-supplying the affected services or paying the cost of having those services re-supplied.

14. Suspension and termination

Either party may terminate for convenience at the end of the current billing period on 30 days written notice, unless an order form states a longer committed term, or immediately for a material breach that is incapable of remedy or is not remedied within 14 days after notice.
Statura may suspend access immediately if reasonably necessary to protect the security or integrity of the service, prevent unlawful use, comply with law or a regulatory direction, or respond to a serious payment default after notice.

15. Effect of termination

On termination, the customer's access rights end except to the extent Statura permits a limited data-export window.
Subject to legal retention obligations and the Data Processing Schedule, Statura will provide a reasonable opportunity for customer data export and then delete or de-identify remaining customer data in accordance with its retention controls.
Clauses intended to survive termination, including confidentiality, accrued fees, liability, and data-processing obligations relating to retained records, continue after termination.

16. General

This agreement is governed by the laws of New South Wales, Australia.
Each party submits to the exclusive jurisdiction of the courts of New South Wales and courts hearing appeals from them.
Neither party may assign this agreement without the other party's prior written consent, except in connection with a corporate restructure, merger, or sale of substantially all of its business or assets.
This agreement may be updated for future renewals or online acceptance flows on notice, but no change applies retrospectively to a current paid term unless the parties agree otherwise or the change is required by law.
This agreement constitutes the entire agreement between the parties about its subject matter and supersedes prior statements or understandings about that subject matter.

Baseline SaaS terms for Statura Care customers.