Governa.ai Master Terms

1. Definitions

Applicable Law means laws and regulatory requirements applying to the Services or the Customer's use of them, including the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Competition and Consumer Act 2010 (Cth), the Aged Care Act 2024 (Cth), applicable Aged Care Rules and requirements applying to the Support at Home program, as amended or replaced.

Authorised User means a person authorised by the Customer to access the Platform.

Customer Data means information, documents, policies, evidence, records, personal information, prompts and other content submitted to, stored in or made available through the Platform by or for the Customer.

Order Form means an order form, proposal or other ordering document accepted by both parties describing the Services, fees, term and any special conditions.

Platform means the Governa.ai software-as-a-service platform and modules included in the applicable Order Form.

Services means access to the Platform together with onboarding, configuration, training and support expressly included in the Order Form.

2. Agreement and Services

2.1 The agreement between Governa and the Customer consists of the applicable Order Form, these Master Terms and any schedules, data-processing terms or signed change orders expressly incorporated into them.

2.2 Governa grants the Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the Platform for its internal business operations.

2.3 Only Services expressly identified in the Order Form are included. Clinical care management, medication management, rostering, billing, case management, AN-ACC functionality, third-party integrations, bespoke reports, workflows, registers, dashboards and custom software development are excluded unless expressly included.

2.4 Governa may update the Platform provided the update does not materially reduce the core functionality purchased by the Customer.

3. Implementation and Customer Responsibilities

3.1 Governa will provide the onboarding, configuration, migration assistance and training stated in the Order Form. Implementation timing depends on the Customer providing timely access, information, decisions and approvals.

3.2 The Customer is responsible for the accuracy, legality and appropriateness of Customer Data and for obtaining all required notices, consents and authorities.

3.3 The Customer must configure appropriate access, protect credentials, promptly remove unauthorised access and ensure Authorised Users comply with the agreement.

3.4 The Customer must review and approve policies, evidence mappings, gap analyses and AI-generated outputs before relying on or publishing them.

3.5 The Customer remains responsible for its registration, governance, clinical and care decisions, workforce conduct and compliance with Applicable Law. Governa provides tools that may assist governance and compliance but does not certify or guarantee compliance or any audit outcome.

3.6 The Customer must not reverse engineer, copy, resell, sublicense, scrape, misuse or attempt unauthorised access to the Platform.

4. Fees, GST and Payment

4.1 Fees, billing frequency and the Subscription Term are set out in the Order Form. Fees are exclusive of GST unless stated otherwise.

4.2 Invoices are payable within 30 days unless the Order Form states otherwise.

4.3 Custom development, integrations, material migration and work outside the standard scope will be separately scoped and priced before work begins.

4.4 Governa may adjust recurring fees on renewal by giving at least 30 days' written notice. No fee change applies during a fixed Subscription Term unless agreed in writing.

4.5 The Customer must notify Governa of a disputed invoice within 10 business days and pay any undisputed amount when due.

5. Term, Renewal and Termination

5.1 The agreement starts on the effective date stated in the Order Form and continues for the Subscription Term stated there.

5.2 Renewal is governed by the Order Form. If the Order Form provides for automatic renewal, either party may prevent renewal by giving at least 30 days' written notice before the end of the current term.

5.3 Either party may terminate for material breach if the breach is not remedied within 30 days after written notice, or immediately for insolvency or an irremediable material breach.

5.4 On termination, access will cease. Subject to payment of undisputed outstanding fees, Governa will provide a requested export of Customer Data within 30 days after termination in a commonly readable format reasonably available from the Platform.

5.5 After the export period, Governa will delete or de-identify Customer Data in accordance with its applicable data-processing and retention arrangements, except where retention is required by law.

6. Privacy, Data Processing and Security

6.1 Each party will comply with Applicable Law in relation to personal information it handles under the agreement.

6.2 Governa will process Customer Data only to provide, secure, maintain and support the Services, comply with lawful instructions and Applicable Law, and as otherwise permitted by the agreement.

6.3 Governa will maintain reasonable administrative, technical and physical safeguards appropriate to the nature and sensitivity of Customer Data.

6.4 Governa will notify the Customer without undue delay and, where practicable, within 24 hours after confirming or forming a reasonable suspicion of a data breach affecting Customer Data, and will reasonably cooperate in containment, investigation and legally required notifications.

6.5 Governa may use subprocessors to provide the Services and remains responsible for their performance to the extent they process Customer Data for the Services. Processing locations and material subprocessors will be disclosed through Governa's applicable security or data-processing information.

6.6 Governa will not permit routine overseas access to or disclosure of Customer Data unless disclosed to the Customer, approved by the Customer, or required by law.

7. Norma and AI-enabled Functions

7.1 Norma and other AI-enabled functions assist users to retrieve, draft, summarise and interpret authorised information. Outputs may be incomplete or inaccurate and must be reviewed by an appropriately qualified person.

7.2 AI functions will be configured to use Customer-approved sources and connected data made available under the relevant user's permissions, subject to the functionality purchased by the Customer.

7.3 Governa will not use identifiable Customer Data, including prompts or responses, to train a general-purpose or shared AI model without the Customer's prior written consent.

7.4 The Platform does not provide legal, regulatory, medical or clinical advice and does not replace professional judgement or the Customer's responsibility for care quality.

7.5 An AI-generated output must not be used as the sole basis for medication, treatment, emergency, legal, regulatory or other high-impact decisions. Authorised staff must verify applicable source material and follow appropriate escalation procedures.

7.6 Norma prompts and responses are Customer Data and may be logged for security, support, auditability, misuse detection and service operation.

8. Intellectual Property and Data Ownership

8.1 Governa and its licensors retain all intellectual property rights in the Platform, documentation, software, models, designs and improvements.

8.2 The Customer retains ownership of Customer Data and grants Governa a limited licence to host, copy, process and use it only as reasonably necessary to provide, secure and support the Services and comply with law.

8.3 Governa may use aggregated and de-identified usage information to operate, secure and improve the Services, provided it cannot reasonably identify the Customer, its workers or care recipients.

8.4 To Governa's knowledge, the Customer's authorised use of the Platform will not infringe a third party's Australian intellectual-property rights. Governa will defend and indemnify the Customer against a final court award or approved settlement arising from such a claim, provided the Customer promptly notifies Governa and allows Governa to control the defence. This does not apply to Customer Data, unauthorised modifications or combinations not supplied by Governa.

9. Confidentiality

9.1 Each party will protect the other party's non-public confidential information using at least reasonable care and use it only for the agreement.

9.2 Confidentiality obligations do not apply to information that is public without breach, independently developed, lawfully received without restriction, or required to be disclosed by law.

9.3 A party may disclose confidential information to personnel and professional advisers who need it and are bound by equivalent obligations.

9.4 These obligations survive termination for five years and indefinitely for trade secrets and personal information while it remains confidential or protected by law.

10. Support, Availability and Suspension

10.1 Standard support is available by email and phone between 9:00 am and 5:00 pm AEST/AEDT on Victorian business days, excluding public holidays, unless the Order Form provides otherwise.

10.2 Governa will use commercially reasonable efforts to operate and support the Platform. Any specific uptime, response, backup, recovery or service-credit commitments apply only if expressly stated in the Order Form or an incorporated service-level schedule.

10.3 Governa may suspend access only to the extent reasonably necessary to address an immediate security threat, unlawful use, material risk to the Platform, or overdue undisputed fees remaining unpaid after written notice and a reasonable opportunity to pay. Where practicable, Governa will give prior notice and limit the suspension to affected users or functionality.

11. Warranties, Liability and Insurance

11.1 Each party warrants that it has authority to enter the agreement. Governa warrants that it will provide the Services with due care and skill.

11.2 Except for rights that cannot lawfully be excluded, Governa does not warrant that the Platform will be uninterrupted, error-free or sufficient by itself to meet every regulatory requirement.

11.3 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, opportunity or goodwill.

11.4 Subject to clause 11.5, each party's aggregate liability arising from the agreement is limited to the fees paid or payable under the agreement during the 12 months immediately preceding the event giving rise to the claim.

11.5 The exclusions and cap do not apply to fraud, wilful misconduct, death or personal injury caused by negligence, the intellectual-property indemnity in clause 8.4, breach of confidentiality, or liability that cannot legally be excluded or limited. Liability for privacy or security breaches is capped at two times the amount in clause 11.4, except where caused by fraud or wilful misconduct.

11.6 Nothing excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or other law where doing so would be unlawful.

11.7 Each party will maintain insurance reasonably appropriate to its obligations. Any specific required limits must be stated in the Order Form.

12. Publicity

Governa may use the Customer's name, logo, testimonial or case study only with the Customer's prior written consent.

13. Dispute Resolution

13.1 A party claiming a dispute must give written notice describing it. Nominated representatives will first confer in good faith.

13.2 If unresolved within 10 business days, the dispute will be escalated to a senior executive of each party. If still unresolved after a further 10 business days, either party may propose mediation in Melbourne through the Resolution Institute or another agreed mediator.

13.3 Nothing prevents a party seeking urgent interlocutory relief or taking action to preserve a limitation period.

14. General

14.1 The Order Form, these Master Terms and incorporated schedules constitute the entire agreement concerning the Services and supersede prior proposals and discussions about the same subject matter.

14.2 If documents conflict, the order of precedence is: a signed change order or later Order Form; any incorporated data-processing/security schedule for privacy and security matters; other incorporated schedules; then these Master Terms.

14.3 Changes to scope, fees or material commercial terms must be agreed in writing by authorised representatives.

14.4 Neither party may assign the agreement without the other's prior written consent, not to be unreasonably withheld, except as part of a genuine corporate restructure, merger or sale of substantially all relevant assets on written notice.

14.5 Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. The affected party must notify the other and take reasonable steps to minimise delay.

14.6 Formal notices must be sent to the notice email stated in the Order Form and are taken received on the next business day unless the sender receives a delivery failure notice.

14.7 A failure or delay to exercise a right is not a waiver. If a provision is invalid, it will be read down or severed to the minimum extent necessary. Nothing creates a partnership, employment or agency relationship.

14.8 Clauses intended by their nature to continue, including privacy, confidentiality, ownership, data return, liability and accrued payment obligations, survive termination.

14.9 The agreement is governed by the laws of Victoria, Australia, and the parties submit to the courts of that jurisdiction.

14.10 The agreement and any Order Form may be accepted or signed electronically and in counterparts.

15. Online Version and Changes

15.1 The version of these Master Terms identified by its effective date and incorporated into an Order Form applies to that Order Form for its current fixed Subscription Term.

15.2 Governa may publish updated Master Terms for future orders and renewals. An updated version will not retrospectively replace the contractual terms applying during an existing fixed Subscription Term unless the Customer agrees in writing or a change is required by law.

15.3 Governa should retain an accessible record of prior versions of these Master Terms for contractual version control.