Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you (“you”, “the User”, or, where you act on behalf of an organisation, “the Client”) and Merit Vision Pty Ltd (“Merit Vision”, “we”, “us”, or “our”), the operator of the MERIT Lumina platform (“the Platform”).

By accessing, signing into, or otherwise using the Platform, you confirm that you have read, understood, and agreed to be bound by these Terms, our Privacy Policy, and any Statement of Work, order form, or engagement letter executed between Merit Vision and the Client (each, an “Engagement Document”). If you do not agree, you must not use the Platform.

Where these Terms conflict with an executed Engagement Document, the Engagement Document prevails to the extent of the inconsistency.

MERIT Lumina is a performance management, KPI tracking, and reporting platform designed primarily for care, support, NDIS, and human-services organisations. The Platform supports the recording, calculation, monitoring, and visualisation of organisational performance indicators.

MERIT Lumina is delivered as a custom-built solution. For each Client, we configure, extend, and tailor the Platform to reflect that Client's own:

• Organisational structure, teams, and roles
• KPI definitions, targets, weightings, and calculation logic
• Operational workflows, intake processes, and reporting cycles
• Branding, terminology, and user experience preferences (where in scope)
• Integrations with the Client's internal systems (where agreed)

The exact scope of features, configurations, integrations, and customisations made available to a Client is set out in that Client's Engagement Document. Nothing on this website or within the Platform constitutes an offer to provide functionality outside that scope.

The Platform is provided to Clients under a written engagement, not on a self-service subscription basis. Each engagement is documented in an Engagement Document that may include:

• A scope of work describing the configurations and customisations to be delivered
• Implementation milestones, acceptance criteria, and timelines
• Fees, billing schedule, and payment terms (fixed-fee, milestone-based, time-and-materials, retainer, or other model as agreed)
• Access provisions, user counts, and environment details
• Ongoing support, maintenance, and change-request arrangements
• Term, renewal, and termination conditions

Use of the Platform outside the scope of an executed Engagement Document — for example, by individuals or organisations who have not been onboarded by Merit Vision — is not authorised.

The Platform supports multiple user roles (such as administrators, managers, and standard users) defined for each Client. The Client is responsible for:

• Identifying authorised users within their organisation
• Assigning appropriate roles and access levels
• Promptly removing access for users who leave the organisation or change roles
• Ensuring that all users comply with these Terms

To use the Platform, each individual user must:

• Be at least 18 years of age
• Provide accurate registration information
• Keep login credentials confidential and not share accounts with others
• Use multi-factor authentication where it is available and required by the Client
• Notify Merit Vision and the Client immediately of any suspected unauthorised access

The Client is responsible for all activity that occurs under any account associated with their organisation, including the actions of their users and any third parties they invite into the Platform.

The Platform's value depends on it accurately reflecting the Client's processes. The Client agrees to:

• Provide timely, accurate information regarding their KPIs, workflows, organisational structure, and reporting requirements
• Make appropriate stakeholders available for discovery, design, configuration, and acceptance activities
• Review and confirm configurations and deliverables in line with the timelines in the Engagement Document
• Notify us promptly of changes to their internal processes that may require updates to the Platform

Requests for new features, additional integrations, or material changes to existing configurations will be handled through a written change-request process. Additional fees, timelines, or scope adjustments may apply and will be confirmed before work begins.

Fees for implementation, customisation, hosting, support, and any other services are set out in the Engagement Document for each Client. Fees may be structured as fixed-fee, milestone-based, time-and-materials, monthly service fees, retainer, or any other model agreed in writing.

Unless stated otherwise in the Engagement Document:

• All fees are quoted in Australian Dollars (AUD), exclusive of GST
• Invoices are payable within 14 days of issue
• Overdue amounts may attract interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower)
• We may suspend access to the Platform if invoices remain unpaid beyond 30 days, after providing reasonable notice

Refunds, where applicable, are handled in accordance with the Engagement Document and your rights under the Australian Consumer Law.

You must not, and must not permit any user to:

• Use the Platform for any unlawful, fraudulent, or harmful purpose
• Upload, store, or transmit malware, viruses, or other malicious code
• Attempt to gain unauthorised access to the Platform, its underlying infrastructure, or any other Client's data
• Probe, scan, or test the vulnerability of the Platform without our prior written consent
• Interfere with, disrupt, or place an unreasonable load on the Platform
• Misrepresent your identity, role, or affiliation
• Share or resell your account credentials or access
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except to the extent permitted by law
• Use the Platform to store, process, or transmit data in violation of applicable law or any third-party rights
• Use the Platform to build a competing product or service, or to benchmark performance for publication, without our prior written consent

We may investigate suspected breaches of this section and take appropriate action, including suspending or terminating access.

The Platform — including all underlying software, source code, design, user interfaces, models, methodologies, documentation, logos, and content created by or on behalf of Merit Vision — is and remains the intellectual property of Merit Vision Pty Ltd, and is protected by Australian and international copyright, trade mark, and other intellectual-property laws.

Subject to these Terms and any Engagement Document, Merit Vision grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform — including any configurations and customisations delivered to that Client — solely for the Client's internal business purposes during the term of the engagement.

Configurations, customisations, templates, and KPI logic developed for a Client remain the intellectual property of Merit Vision unless the Engagement Document expressly states otherwise. Generic improvements, learnings, and reusable components may be incorporated into the broader Platform for the benefit of all Clients.

Nothing in these Terms transfers ownership of any Merit Vision intellectual property to the Client.

The Client retains ownership of all data, content, and information that the Client or its users submit, upload, or generate within the Platform (“Client Data”). The Client grants Merit Vision a limited, non-exclusive licence to host, process, transmit, display, and otherwise use Client Data solely to:

• Provide, operate, maintain, and improve the Platform for that Client
• Generate the reports, dashboards, and outputs requested by the Client
• Provide support and resolve technical issues
• Comply with legal obligations

The Client is responsible for ensuring that:

• It has the right to submit Client Data to the Platform
• Client Data does not infringe the rights of any third party
• The collection, submission, and use of any personal information complies with applicable privacy laws, including obtaining any required consents
• Sensitive or regulated information is only stored or processed where the Engagement Document and applicable law permit

On termination, Client Data will be handled in accordance with the Engagement Document and our Privacy Policy. Reasonable assistance with data export will be provided where requested before the end of any retention window stated in the Engagement Document.

Each party may have access to non-public information of the other party (“Confidential Information”), including business processes, KPI definitions, technical designs, pricing, and Client Data. Each party agrees to:

• Use Confidential Information only for the purposes of these Terms and any Engagement Document
• Protect Confidential Information using at least the same level of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care
• Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who need to know it and are bound by equivalent confidentiality obligations

These obligations do not apply to information that is or becomes public without breach of these Terms, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law (in which case the disclosing party will, where lawful, provide reasonable advance notice).

Our collection and use of personal information is governed by our Privacy Policy, which forms part of these Terms.

We implement industry-standard administrative, technical, and physical safeguards to protect Client Data, including encrypted transport (TLS), access controls, least-privilege user management, and regular review of security practices. No internet-based service can guarantee absolute security, and the Client agrees to configure access and authentication appropriately within its organisation.

We endeavour to maintain reasonable Platform availability and performance. Specific service-level commitments, support hours, response targets, and maintenance windows (if any) are set out in the applicable Engagement Document.

We may perform scheduled and emergency maintenance from time to time. Where practicable, scheduled maintenance will be communicated in advance. We are not liable for service disruptions caused by events outside our reasonable control, including but not limited to upstream provider outages, third-party network or integration failures, or force majeure events.

We warrant that we will perform our services with due care and skill and in accordance with the Engagement Document. To the fullest extent permitted by law, and except as expressly stated in these Terms or the Engagement Document, the Platform is provided “as is” and “as available”, and we make no other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

The Client acknowledges that the value and accuracy of any reports or insights produced by the Platform depend heavily on the quality of Client Data and the accuracy of Client-provided process definitions. We do not warrant that the Platform will meet outcomes that depend on factors outside our control.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law that cannot lawfully be excluded.

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of goodwill, loss of data, or business interruption, arising out of or in connection with these Terms or the Platform, even if advised of the possibility of such damages.

Subject to the Australian Consumer Law and any non-excludable consumer guarantees, our aggregate liability to the Client for all claims arising under or in connection with these Terms is limited to the total fees paid by the Client to Merit Vision under the relevant Engagement Document in the twelve (12) months immediately preceding the event giving rise to the claim.

Where our liability for a breach of a non-excludable consumer guarantee cannot be excluded but can be limited, our liability is, at our option, limited to: (a) in the case of services, supplying the services again or paying the cost of having the services supplied again; or (b) in the case of goods, replacing the goods, supplying equivalent goods, or paying the cost of replacement.

The Client agrees to indemnify and hold harmless Merit Vision, its directors, employees, and contractors from and against any claims, damages, losses, and reasonable costs (including legal fees) arising from:

• The Client's or its users' breach of these Terms or the Engagement Document
• The Client's violation of applicable law in connection with the use of the Platform
• Any claim that Client Data or its use through the Platform infringes the rights of a third party
• Unauthorised use of the Platform by anyone using the Client's credentials, except where caused by our negligence

Each party will provide prompt notice of any claim, allow the other a reasonable opportunity to participate in the defence, and not settle any claim in a way that admits liability of the other without prior written consent.

Either party may terminate the engagement in accordance with the termination provisions of the Engagement Document. In addition, we may immediately suspend or terminate access to the Platform where:

• The Client materially breaches these Terms or the Engagement Document and fails to remedy the breach within a reasonable period after written notice
• The Client's use of the Platform poses a security or integrity risk to the Platform, our systems, or other Clients
• Required by law, regulation, or lawful instruction from a competent authority
• The Client becomes insolvent, enters administration, or otherwise becomes unable to meet its obligations

On termination: (i) the Client's licence to use the Platform ends; (ii) the Client must pay all outstanding fees for services delivered or committed up to the effective termination date; and (iii) Client Data will be exported, retained, or deleted in accordance with the Engagement Document and our Privacy Policy. Sections that by their nature should survive termination — including those relating to intellectual property, confidentiality, indemnification, limitations of liability, and governing law — will survive.

The Platform may integrate with, link to, or rely on third-party services (including hosting providers, identity providers, analytics tools, communications services, and Client-nominated systems). Use of those services may be subject to the relevant third party's terms and privacy practices.

We are not responsible for the availability, performance, accuracy, or content of any third-party service, but will use reasonable efforts to manage the integrations that we control and to inform the Client of material issues that affect the Platform.

These Terms are governed by the laws of the State of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.

Before commencing legal proceedings (other than for urgent injunctive relief), each party agrees to use reasonable efforts to resolve any dispute through good-faith discussions between senior representatives.

Assignment. The Client may not assign or transfer its rights or obligations under these Terms without our prior written consent. We may assign or novate these Terms in connection with a merger, acquisition, or sale of all or substantially all of our business.

Entire agreement. These Terms, together with the Privacy Policy and any Engagement Document, constitute the entire agreement between the parties and supersede all prior discussions, proposals, and agreements relating to the Platform.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

No waiver. A failure or delay in exercising any right under these Terms is not a waiver of that right.

Notices. Notices to Merit Vision must be sent in writing to the email address listed below. Notices to the Client may be sent to the email address held on file or via the Platform.

Independent contractors. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

If you have questions about these Terms, an existing engagement, or the Platform, please contact us at [email protected].

Merit Vision Pty Ltd — operator of the MERIT Lumina KPI Platform.