Terms of Service

Version 1.0.0 · Effective 26 April 2026

1. Definitions

• Provero, we, us, our: Provero Pty Ltd, an Australian proprietary company.
• Customer, you, your: the organisation named on the invoice or signup form.
• Platform: the Provero compliance and governance software-as-a-service hosted at provero.com.au and any associated iOS / Android applications.
• User: a person authorised by the Customer to access the Platform.
• Customer Data: any data the Customer or its Users input into, upload to, or generate via the Platform.

2. Grant of access

Subject to these terms, Provero grants the Customer a non-exclusive, non-transferable right to access and use the Platform during the subscription term, for the Customer's internal business purposes only.

3. Subscription, billing, and payment

• The Platform is sold on a monthly per-user-per-month basis. The applicable per-user rate is set out in the Customer's order form or invoice.
• Invoices are issued monthly in advance and payable within 30 days.
• Late payment may attract interest at the Reserve Bank of Australia cash rate plus 2% per annum.
• Provero may suspend access if an invoice remains unpaid 30 days past due, after at least 14 days' written notice.
• Pricing changes apply from the next renewal cycle and require at least 60 days' written notice.

4. Customer responsibilities

• The Customer is responsible for the accuracy of Customer Data and for its compliance with all applicable laws — including the Aged Care Act 2024, the Privacy Act 1988, and the Australian Privacy Principles.
• The Customer is responsible for credential management within their tenancy: provisioning Users, assigning roles, deactivating departed staff promptly.
• The Customer must not use the Platform to violate any law, infringe any third party's rights, or send unsolicited communications.
• The Customer is responsible for keeping its own backup of any data it considers business-critical, in addition to Provero's automated backups.

5. Provero responsibilities

• We will provide the Platform with reasonable skill and care.
• We target 99.5% uptime per calendar month, measured outside of scheduled maintenance windows.
• We will use reasonable security measures consistent with industry best practice for healthcare-adjacent SaaS.
• We will notify the Customer of confirmed security incidents affecting their data within 72 hours, in accordance with the Notifiable Data Breaches scheme.
• We will store Customer Data within Australia (Azure Australia East with Australia Southeast geo-replication).

6. Customer Data ownership

The Customer retains all right, title, and interest in their Customer Data. We make no claim of ownership over your data. We process it solely for the purpose of providing the Platform under these terms and our privacy policy.

On termination, Provero will provide an export of Customer Data in CSV + JSON format on request within 30 days, then permanently delete the data within a further 90 days (subject to regulatory retention obligations such as the 7-year audit log retention).

7. Intellectual property

The Platform itself — including all software, branding, documentation, and templates — is owned by Provero and licensed (not sold) to the Customer for the duration of the subscription. The Customer may not copy, modify, reverse-engineer, or resell the Platform.

8. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the purposes of this agreement. This obligation survives termination.

9. Warranties and exclusions

We warrant that the Platform will perform substantially as described in our published documentation. To the maximum extent permitted by law, all other warranties — express or implied — are excluded, including warranties of merchantability and fitness for a particular purpose.

Nothing in these terms excludes any guarantees that cannot be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010).

10. Liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity. Each party's total aggregate liability under these terms is capped at the fees paid by the Customer to Provero in the 12 months preceding the event giving rise to the liability.

11. Indemnity

The Customer indemnifies Provero against claims by third parties arising from the Customer's misuse of the Platform or breach of these terms. Provero indemnifies the Customer against claims that the Platform itself infringes a third party's Australian intellectual property rights, provided the Customer notifies us promptly and lets us control the defence.

12. Termination

• Either party may terminate the agreement on 30 days' written notice without cause.
• Either party may terminate immediately for material breach that isn't cured within 14 days of written notice.
• Provero may terminate immediately for non-payment, illegal use, or security threats to the Platform or other customers.

13. Subprocessors

We engage the following subprocessors to deliver the Platform: Microsoft Azure (hosting, SQL, blob storage, communication services), Apple (APNS push delivery), Google (FCM push delivery). The current list and their roles are maintained at legal@provero.com.au and will be updated with at least 30 days' notice when changed.

14. Governing law

This agreement is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

15. Changes to these terms

Material changes to these terms are notified to tenant administrators by email at least 30 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance.

16. Contact

Provero Pty Ltd
Legal contact · legal@provero.com.au
provero.com.au