These terms and conditions (“Terms”) are a binding legal agreement between Wholii Pty Ltd (ACN 670 677 700, ABN 75 670 677 700) (“we”, “us”, “our”) and you.
By creating an account, clicking “I agree” or accessing or using the Platform, you accept these Terms on behalf of yourself and, where applicable, the organisation or entity that you represent.
By accepting these Terms, you confirm that:
In these Terms, “you”, “your” or “User” means:
and, in either case, includes each of your employees, officers, directors, contractors, agents, representatives, authorised users and Personnel who access or use the Platform on your behalf or under your account.
You are responsible for ensuring that all people who access or use the Platform under your account comply with these Terms.
Any act or omission by such people in connection with the Platform will be taken to be an act or omission by you for the purpose of these Terms.
Where a provision of these Terms applies only to a particular category of person, that person or category will be expressly identified in the relevant provision.
Unless expressly stated otherwise, references to “you” include both:
If you do not agree to these Terms, do not create an account or access or use the Platform.
The Platform is a customer relationship management (“CRM”) tool that helps you manage client records, notes, documents, and communications with a Participant (or their nominee, guardian, or support person).
The Platform may, from time to time, make available optional features (“Add-On Services”), that are not included as part of the standard licence or subscription. Access to and use of any Add-On Services is optional and is subject to additional fees and charges, as outlined in the Fees Annexure. We may introduce, modify, discontinue or replace Add-On Services at any time at our discretion.
The Platform is a software tool only. We do not provide disability supports or services, we are not a registered NDIS provider, and we are not involved in decisions about a Participant’s care, funding, or supports. You are solely responsible for the NDIS supports and services you deliver to the Participants, and for complying with the NDIS Practice Standards and Code of Conduct.
You are responsible for ensuring that each Participant (or their nominee or guardian) understands how their information will be used in the Platform, and that the Participant’s use of the Platform is appropriate for their circumstances.
The individual registering an account, and any Personnel you authorise to use the Platform, must be at least 18 years old and must have the authority to act on your behalf.
You warrant that you are authorised to bind the business you represent to these Terms.
To use the Platform, you must register for an account and provide accurate, current and complete information about your business and Personnel.
Participants do not register for or hold an account on the Platform.
You are responsible for keeping your own login details confidential, and for all activity that happens in your account. You must tell us immediately at Support@wholii.com.au if you suspect any unauthorised use of your account.
You must keep the information in your account accurate and up to date, including any contact details, consistent with your obligations under the NDIS Practice Standards.
You acknowledge the access by the Participant to the Platform and Service operates as follows:
You warrant that you will ensure that each Participant (or their nominee, guardian, or support person) who reviews a services agreement, whether through the Service or separately, agrees to be bound by the following provisions of these Terms to the extent they apply to Participants:
(“Participant Binding Clauses”).
The electronic signature given by a Participant (or their nominee, guardian, or support person) on a services agreement must be under the Electronic Transactions Act 1999 (Cth) and equivalent state legislation.
You are solely responsible for:
We may include a disclosure notice on our website, but you bear the sole responsibility for the accuracy and delivery of what is sent to each Participant (or their nominee, guardian, or support person).
Nothing in these Terms creates a contractual relationship between us and a Participant (or their nominee, guardian, or support person). You warrant and are liable for a Participant’s compliance with the Participant Binding Clauses. We do not warrant to the Participant the sufficiency of any works undertaken and provided by you from the Platform.
By accepting these Terms, you warrant that:
The fees payable for access to the Platform and the Service (“Fees”) are subject to the Fees Annexure, which is not required to be physically attached to these Terms and may be made available to you separately, including via your dashboard, our website or another document or location we notify to you.
All Fees, and any other fees, charges or amounts payable by you under these Terms are set out in the fees annexure document (“Fees Annexure”).
When you subscribe, you choose a subscription term of either one month (“Monthly Subscription”) or twelve months (“Annual Subscription”), at the applicable rate(s) set out in the Fees Annexure.
If you choose a Monthly Subscription, Fees are charged monthly in advance, based on the number and type of User Seats active on your account for that billing period.
If you choose an Annual Subscription, you may further choose to pay the applicable annual Fees either:
at the applicable annual rate(s) set out in the Fees Annexure.
Choosing Monthly Payment for an Annual Subscription does not change the length of your subscription term, and you remain committed to, and liable for, the full twelve-month term regardless of your chosen payment frequency.
You may add additional seats of any type at any time. The addition takes effect immediately, and we will charge a pro-rated fee for the added seat(s) for the remainder of the current billing period, calculated in accordance with the Fees Annexure.
You may downgrade your subscription by reducing the number of seats on your account, or removing a seat type, at any time. Where you request a downgrade, the reduction will take effect from the start of your next billing period, provided you give us notice in accordance with clause 5.12 before that period begins. Until the reduction takes effect, you remain liable for Fees for all seats active on your account, including any seats you have requested to remove. No partial refunds, credits or prorated adjustments will be provided for seats removed during a billing period, unless required by applicable law or expressly stated otherwise in these Terms.
Each billing period renews automatically on the same day each month (if you are on a Monthly Subscription) or on the same day of each month or year, depending on whether you have selected a Monthly Payment or an Annual Payment (if you are on an Annual Subscription), based on the seats active on your account at the time of renewal.
You may switch from monthly to annual billing at any time, with the annual rate and twelve-month term starting from the next billing date. You may switch from annual to monthly billing at any time, but because an annual fee is charged upfront for a full twelve months of service, the switch takes effect at the end of the current Annual Subscription rather than partway through it.
An Annual Subscription automatically renews for a further twelve-month term at the then-current annual per-seat rates set out in the Fees Annexure, unless you cancel or switch billing cycles before the renewal date. We will give you at least thirty days’ written notice before an Annual Subscription renews, so there is a genuine opportunity to cancel or make changes before being charged again.
All Fees are exclusive of GST. Where GST is payable on a supply made under these Terms, you must pay, in addition to the Fees, an additional amount equal to the GST payable on that supply, at the same time and in the same manner as the Fees are payable.
The rates set out in the Fees Annexure will increase on 1 July each year by the percentage increase (if any) in the Consumer Price Index (CPI) for the preceding twelve-month period. Each increase takes effect from your next renewal date after the notice period that commences on or after 1 July and forms part of the Fees, as increased in accordance with these Terms. Any increased rates form part of the Fees Annexure as updated in accordance with these Terms.
Separate to clause 5.10, we may at any time increase the per-seat rates set out in the Fee Annexure by giving you at least thirty days’ notice by giving you at least thirty days’ notice. The increase will take effect on your next renewal date after the notice period. You may cancel your subscription before then if you do not accept the increase to the Fees under this clause.
Fees already charged are non-refundable, except where a refund is required by the ACL or these Terms. Our annual rates reflect a discount against the equivalent monthly rates, offered in exchange for your commitment to a 12-month term. If you cancel an Annual Subscription partway through a billing year, your access to the Platform continues until the end of that billing year, but the annual Fees already charged is not refunded on a pro-rata or any other basis. This clause applies to cancellation for any reason within your control, and does not limit your rights under clause 15, or exclude, restrict, or modify any consumer guarantee, right, or remedy available to you under the ACL that cannot lawfully be excluded, restricted, or modified.
You can cancel any time from your dashboard by https://app.wholii.com.au/billing (using Stripe customer portal – no email or phone call required), or by emailing support@wholii.com.au. Cancellation stops future charges and your access continues until the end of your current billing period.
Once you have elected to cancel and have notified of your request to cancel in accordance with clause 5.12 above, your account will be cancelled and the account will be deleted. Deletion will remove your login and contact details, and de-identify your data on retained booking records.
If a charge fails, we (via Stripe) may retry it over a short period. You authorise us to recover from you any reasonable charges or costs incurred as a result of the failed payment, including any fees or charges imposed by our payment processer (including Stripe) financial institution or other payment service provider in connection with the failed transaction, to the extent permitted by applicable law. You acknowledge and agree that we may charge these amounts to your nominated payment method or include them in a subsequent invoice. We may suspend your access if payment remains outstanding after a reasonable grace period, after giving you notice and an opportunity to update your payment method. Access is reinstated promptly once payment succeeds.
Suspension or cancellation does not relieve you of Fees accrued up to that point.
Before adding a Participant's details to the Platform, the you warrant that you have:
You must not add a Participant's details to the Platform where you are not reasonably satisfied of the matters in paragraphs (a) to (c), and must promptly remove or update a Participant's details if you become aware that any of those matters no longer applies.
You are responsible for all information, documents, records, and other content you upload, create, send and store through the Platform. We do not review, verify, approve or monitor the accuracy, quality, completeness, or compliance of any content submitted through the Platform. You are solely responsible for ensuring that your content is accurate, complete, lawful, and meets all applicable NDIS requirements and other legal or regulatory obligations. We are not responsible for any errors, omissions, inaccurate information, rejected claims, compliance issues, or other consequences arising from the contact submitted or managed through the Platform.
You must verify on every new matter for each Participant that the details inserted into the Platform are correct and current.
Acceptance of these Terms and a Participant’s signature on a service agreement may be given electronically and are valid under the Electronic Transactions Act 1999 (Cth) and equivalent state legislation. For each Participant signing event, the Platform captures and retains the following signing metadata as part of the record: the date and time of signing (UTC), the IP Address from which the signature was submitted, the Participant’s declared name and email address as entered and a unique reference linking the signing event to the PDF that was presented. This metadata is retained for the same period as the information retained under clause 7. You are responsible for satisfying yourself that the electronic signing process and the metadata captures meet your professional and insurance requirements, and that your service agreement is enforceable for your purposes.
We use Participant Data to provide, maintain, secure, improve and support the Service and the Platform.
We do not sell or disclose Participant Data in a form that identifies, or could reasonably identify, an individual, except where permitted by law or with appropriate authorisation.
Subject to applicable law and our contractual obligations, we may create, use, disclose and commercialise aggregated and de-identified information derived from Participant Data for purposes including analytics, benchmarking, research, service improvement, product development and providing insights or services to third parties, including government agencies or other third parties, provided that such information does not identify, and cannot reasonably be used to identify, any Participant.
Because Personal Information deserves extra care, we only collect it where reasonably necessary, and we do not sell it or use it for unrelated marketing.
You warrant that, before entering a Participant’s sensitive or Personal Information onto the Platform or sending them a service agreement, you have obtained (or are otherwise entitled to rely on) all consents needed from that Participant for the information to be collected, stored, and used as described in our Privacy Policy. Where a Participant does not have capacity to give that consent themselves, you are responsible for obtaining it from a person with proper authority to consent on the Participant’s behalf (for example, a plan nominee, guardian, attorney, or other representative recognised by the relevant guardianship, administration, or supported decision-making laws of the Participant’s State or Territory. You acknowledge that this is your responsibility, not ours.
You can see the records of your own Participants. We do not share a Participant’s information with other Organisations or entities without consent, except where required by law.
As an NDIS provider handling health and disability information, you need to comply with the Australian Privacy Principles (“APPs”) in the Privacy Act, regardless of your annual turnover. The ‘small business’ exemption in the Privacy Act does not apply to an organisation or entity that provides a health service and holds health information (other than in an employee record), which will typically include an organisation or entity delivering supports of a therapeutic, medical, or personal care nature. You are responsible for assessing whether any exemption applies to it and for complying with its own obligations under the Privacy Act, independently of these Terms and of anything we do.
The NDIS Practice Standards and the NDIS Code of Conduct requires you to have effective privacy and records-management practices, including secure storage of participant records, controlled Personnel access, accurate record-keeping, and appropriate retention or destruction of records that are no longer needed. The Platform is a tool that can help you meet these requirements, but it remains your responsibility to ensure your overall practice, including how you configure and use the Platform, meet the NDIS Practice Standards that apply to you.
Depending on where you operate and the nature of the supports you deliver, additional State or Territory health privacy legislation may also apply. For example, the Information Privacy Act 2009 (Qld), the Health Records and Information Privacy Act 2002 (NSW) or the Health Records Act 2001 (Vic). You are at all times responsible for identifying and complying with any such laws that apply to you. These Terms and our Privacy Policy address our obligations only and do not cover State or Territory-specific requirements.
We store Platform data on servers located in Australia operated by our hosting provider, AMAZON Web Services. Certain service providers we use may store or access data from outside Australia – see our Privacy Policy for current details. Before enabling any integration or feature that would entail disclosure of a Participant’s information overseas, we will take reasonable steps to comply with the APPs (cross-border disclosure), and will make information about where data is hosted reasonably available so you can meet your own APP obligations.
We take reasonable technical and organisational measures to protect information on the Platform, including encryption in transit, access controls, and regular security reviews, consistent with the APPs. You are responsible for your own security practices, including keeping your login credentials confidential and controlling which of your Personnel have access to the Platform.
The NDIS Practice Standards and other laws may require you to retain participant records for a minimum period after support ends, which is commonly at least seven years, and potentially longer for a Participant who was a minor at the time of the record. The Platform allows you to retain and export records for as long as the subscription is active. On request, we will delete or de-identify a Participant’s information in line with this clause, but you remain responsible for retaining your own copies of any records you are required by law to keep.
If we become aware of an eligible data breach (within the meaning of the Notifiable Data Breaches scheme in Part IIIC of the Privacy Act) affecting information on the Platform, we will notify the affected organisation or entity without undue delay. This lets the relevant organisation or entity consider its own notification obligations, including to affected Participants, the Office of the Australian Information Commissioner and where the breach is a reportable incident affecting a Participant’s safety or welling, the NDIS Commission. Meeting any reporting obligations to the NDIS Commission or the OAIC is your responsibility as the entity with the direct relationship with the Participant, but we will give reasonable assistance and information to help you do so.
We may use trusted third-party service providers (for example, cloud hosting or payment processing) to operate the Platform.
Even though a Participant is not a party to these Terms, they still have rights under the Privacy Act and the APPs, including to access or correct their Personal Information, and to make a privacy compliant using the process in clause 20.2. Nothing in these Terms limit those rights.
Questions about how we handle Personal Information can be directed to our Privacy Officer at Support@wholii.com.au. Privacy complaints are handled using the process in clause 20.1.
The Platform uses cookies and similar technologies, including:
We do not use third-party advertising cookies or marketing cookies.
Data collected through cookies is handled as Usage Data under clause 12.4 and may form part of Aggregated Data under clause 12.5.
The Service and Platform connects to third parties on your behalf, and their terms apply to the data they receive. You are responsible for maintaining your own accounts with, and complying with the terms of, each Connected Service – including the Stripe Services Agreement and Connected Account Agreement.
We are not responsible for the acts, omissions, availability, pricing or changes of any Connected Service.
You acknowledge and agree that:
The Platform may include artificial intelligence (AI) powered functionality that can assist you with tasks including drafting documents, summarising records, generating suggested content, identifying relevant information, analysing data, automating workflows and providing decision-support recommendations (“AI Features”).
The AI Features are intended solely to assist you and do not replace your professional judgment, skill or experience.
You acknowledge and agree that:
You are responsible for ensuring that your use of the AI Features complies with:
You must ensure that only Personal Information that is reasonably necessary for the relevant purpose is submitted to the AI Features and must obtain any consents, authorities or other lawful basis required for the collection, use, disclosure or processing of Personal Information through the Platform.
Where the AI Features process Personal Information or sensitive information (as those terms are defined in the Privacy Act), we will implement reasonable technical and organisational measures designed to protect that information from misuse, interference, loss and unauthorised access, modification or disclosure and will process such information in accordance with our Privacy Policy and applicable privacy laws.
To the maximum extent permitted by law, we do not warrant that any AI-generated output will be accurate, complete, current, reliable or suitable for any particular purpose. You acknowledge that AI-generated outputs are recommendations only and that we are not responsible for any decision made by you (including your Personnel) in reliance upon an AI-generated output.
Nothing in this clause excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded under the ACL, the Privacy Act or any other applicable law.
We may modify, suspend or discontinue any AI Feature where reasonably necessary to address security, legal, regulatory, ethical or operational requirements, or to improve the safety, reliability or performance of the AI Features.
You must use the Platform only for its intended purpose, which is managing its business and NDIS client records.
You agree not to, and not to permit any person to:
You are responsible for all content uploaded to the Platform under your account, including the content of any service agreement, correspondence and documentation provided to a Participant. You confirm you have the right to upload that content and that doing so does not breach anyone else’s rights. We may remove content that breaches these Terms and will let you know when reasonably possible.
We aim to keep the Platform available and performing well, and we take reasonable steps to do so.
From time to time the Platform may be unavailable for scheduled maintenance, updates and reasons outside our control (for example, an internet outage or cyber attack). Where reasonably possible, we will give advance notice of planned maintenance.
While we work hard to keep things running smoothly, we do not guarantee the Platform will be error-free or uninterrupted at all times. This clause does not limit any consumer guarantee that cannot be excluded by law.
Our Service comes with guarantees that cannot be excluded under the Australian Consumer Law (ACL). For major failures with the Service, you are entitled:
You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
If the failure does not amount to a major failure, you are entitled to have problems with the Service rectified in a reasonable time and, if this is not done, to cancel your subscription and obtain a refund for the unused portion of the subscription.
You are responsible for acquiring and maintaining all equipment, services and software (whether through third parties or otherwise) necessary to access the Platform. You are responsible for all telecommunication fees or charges incurred as a result of connecting to the Platform.
We (or our licensors) own all intellectual property in the Platform, including its software, design and branding. These Terms do not transfer any of that ownership to you. You simply get a right to use the Platform as set out in these Terms.
You keep ownership of the content and data you upload (for example, client notes or documents). By uploading content and data, you grant us a licence to use, copy, transmit, store, process, analyse and back up and display the content and data for the purpose of operating the Platform for you, improving and protecting our Services, developing new services and features and disclosing to third parties to enable and support such purposes.
If you give us feedback or suggestions about the Platform, you grant us an irrevocable, perpetual, royalty-free licence to use them to improve the Platform without obligation to you. We will not use your name or logo in marketing without your consent, and you may withdraw any such consent at any time.
You acknowledge and agree that we may collect, extract, and use data and information generated through or derived from your use of the Platform, including usage patterns, frequency and volume of transaction, feature interactions, performance metrics, and error logs (“Usage Data”).
You acknowledge and agree that we may:
Each party must keep the other’s Confidential Information confidential, use it only to perform these Terms, and protect it with reasonable care. This does not apply to information that is or becomes public through no breach, is independently developed, is rightfully received from a third party, or is required to be disclosed by law (in which case the disclosing part will give reasonable notice where lawful). This clause survives termination.
Each party warrants that it has the authority to enter into these Terms.
You additionally warrant that:
To the maximum extent permitted by law and subject to clause 15, the Service and Platform is provided “as is” and “as available”, and we do not warrant that it will be uninterrupted, error-free, or fit for any purpose beyond what is set out in these Terms. All other warranties, conditions and guarantees not expressly stated are excluded to the extent the law permits. In particular, and without limiting the foregoing, we do not warrant:
Nothing in these Terms excludes, restricts or modifies any Consumer Guarantee, right or remedy you have under the ACL or any other law that cannot be excluded, restricted, or modified by agreement.
Where the ACL applies and permits a supplier to limit its liability for a breach of a Consumer Guarantee (and the Platform is not of a kind ordinarily acquired for personal, domestic or household use or consumption), our liability for breach of a Consumer Guarantee is limited, at our option, to re-supplying the service or paying the cost of having it re-supplied. This clause prevails over any other clause to the extent of any inconsistency.
The parties acknowledge that these Terms may constitute a “standard form contract” for the purposes of the UCT Provisions. We drafted these Terms to comply with the UCT Provisions and have endeavoured to ensure that no term causes a significant imbalance in the parties’ rights and obligations that it is not reasonably necessary to protect our legitimate interests. Where any term would, if applied, constitute an unfair contract term under the UCT Provisions, that term is read down or severed to the minimum extent necessary to avoid being unfair, and the remaining Terms continue in full force.
Subject to clause 15, and to the maximum extent permitted by law:
These exclusions do not apply to liability that cannot be limited at law or to either party’s liability for fraud.
You indemnify us and our officers, employees and contractors (“Indemnified Parties”) against any claim, loss, liability, cost or expense (including legal costs on a solicitor-client basis) reduced to the extent our own negligence or breach contributed to it, arising out of or in connection with:
You indemnify the Indemnified Parties against any claim, loss, liability, cost or expense (including legal costs on a solicitor-client basis) arising from:
We will give you prompt written notice of any indemnified claim, will not settle it in a way that admits your liability without your consent (not to be unreasonably withheld), will let you participate in the defence, and take reasonable steps to mitigate.
You may not settle a claim in a way that admits fault or imposes any obligation on us without our prior written consent.
We will defend you against any third-party claim that the Platform itself (excluding Content and Connected Services) infringes an Australian Intellectual Property Right, and will pay the resulting losses finally awarded or agreed by us, subject to clause 16. If such a claim is made, we may at our option obtain a licence, modify the Platform, or refund unused prepared Fees and terminate. This is your exclusive remedy for IP infringement by the Platform.
These Terms apply for as long as you have an account. You may cancel or delete your account at any time as described in clause 5.
Either party may terminate for the other’s material breach that is not remedied within ten days of written notice.
We may suspend or terminate your account immediately for serious or repeated breach, illegal use, non-payment, or where reasonably necessary to protect the Service and the Platform or any person, giving you notice where practical.
On cancellation, future charges stop and your access continues until the end of the current billing period.
On termination you remain liable for Fees accrued up to that date. You may request export of your data within thirty days after termination, after which it is deleted or de-identified, subject to the seven-year retention in clause 7.
Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, internet or power outages, third-party service failures, labour disputes, or government action. The affected party will use reasonable efforts to mitigate and resume performance as soon as practicable. This clause does not excuse any obligation to pay Fees already due.
If you have a complaint or dispute about the Platform, you should contact us first using the details in clause 25. We will acknowledge the complaint promptly and aim to resolve it within a reasonable time through good-faith discussions.
Anyone who is not satisfied with how we have handled their Personal Information (including a Participant, even though they are not a party to these Terms) can lodge their complaint with us or to the Office of the Australian Information Commissioner (OAIC) at oaic.gov.au.
If a complaint or dispute, that has been raised pursuant to clause 20.1, is not resolved within thirty days, the parties will attempt to resolve it through mediation administered by a recognised Australian dispute-resolution body in New South Wales before commencing court proceedings, except that either party may seek urgent injunctive relief at ay time.
Nothing in this clause 20 prevents you from making a complaint to a regulator or exercising your rights under the ACL or Privacy Act.
You agree that we may assign, novate or otherwise transfer our rights and obligations under these Terms to a third party, including in connection with a sale, merger, restructure, or transfer of all or part of our business, provided that the third party agrees to be bound by these Terms.
You may not assign these Terms without our prior written consent, which will not be unreasonably withheld.
The parties acknowledge and agree that:
Notices to us must be sent to Support@wholii.com.au.
Notice to you will be sent to the email address on your account, and are taken to be received when sent, unless we receive a delivery failure notification.
We may update these Terms at any time. The current version of these Terms is always available at wholii.com.au/terms-of-service. We will maintain a dated change log at wholii.com.au/terms-of-service summarising the changes made in each version.
For any minor or operational changes (including clarifications, formatting corrections, addition of new features without removal of existing ones, or updates required by law or regulator): we will give you at least seven days’ notice by email. Continued use of the Platform after the effective date constitutes acceptance.
For any material changes we will give you at least fourteen days’ notice by email. You may cancel your subscription before expiry of the notice period, and will receive a pro-rata refund of any prepaid annual Fee for the unused period after cancellation. Your continued use of the Platform after the expiry date constitutes acceptance of the amended Terms.
For any significant changes to data handling or privacy rights: we will give you at least fourteen days’ notice and require you to positively accept the change (by ticking an acceptance box or similar) before you can continue to use the Platform. If you do not accept, you may cancel and receive a pro-rata refund as described in clause 23.2(b).
If any clause of these Terms is found to be invalid or unenforceable, it is read down or severed to the minimum extent necessary, and the remaining clauses continue in full force. If a clause is found to be an unfair contract term under the ACL, that term is void, and the remainder of these Terms continues to apply so far as possible.
In the event of any inconsistency between these Terms, our Privacy Policy and any Written Arrangement (defined at clause 23.5 below), the order of precedence is:
These Terms, our Privacy Policy, and any Written Arrangement, together constitute the entire agreement between you and us about the Platform and the Services, and supersede any other prior representation or agreement, whether oral or in writing. A "Written Arrangement" means a written document, signed or expressly agreed to in writing by our authorised representative, that expressly states it varies or overrides these Terms.
If we do not enforce a right under these Terms, that does not mean we give up that right. A failure or delay in exercising a right is not a waiver of it.
Clauses 1, 3, 4, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17, 20, 21, 22, 23 and 24 survive termination.
These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of its courts, subject to clause 20.
In these Terms:
“ACL” means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
“Add-On Services” has the meaning given to it in clause 2.2 of these Terms.
“Admin User” means a User who is granted access to the Platform via an Admin User Seat, and who performs administrative, operational, or back-office functions on your behalf, but who does not, in that capacity, provide direct support or care services to a Participant.
“Admin User Seat” means a User Seat that is designated for an Admin User.
“Aggregated Data” has the meaning given to it in clause 12.5 of these Terms.
“Annual Payment” has the meaning given to it in clause 5.3 of these Terms.
“Annual Subscription” has the meaning given to it in clause 5.3 of these Terms.
“Australian Intellectual Property Right” means all intellectual property rights recognised and enforceable under the laws of Australia, whether registered or unregistered, including all present and future rights in and to copyright, patents, trade marks, registered designs, circuit layout rights, plant breeder’s rights, trade secrets, confidential information, know-how, domain names, database rights (to the extent recognised by law), and all other proprietary rights or rights of a similar nature, together with all applications for, registrations of, renewals or extensions of, and rights to apply for or enforce, any of those rights.
“Connected Service” means a third-party service you authorise the Platform to act with on your behalf (including Stripe), and the third-party services we use to operate the Service and the Platform (including Stripe).
“Connected Service Terms” means the terms of service, policies and agreements of each Connected Service provider that govern your direct use of those services, as amended from time to time.
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential.
“Consumer Guarantee” means a guarantee that applies under the ACL.
“Consumer Price Index (CPI)” means the All Groups Consumer Price Index for Brisbane published by the Australian Bureau of Statistics (or, if that index ceases to be published, a substantially equivalent replacement index).
“Content” means any information, files, notes, messages, or other material uploaded to or created on the Platform, including by or about a Participant.
“Fees” means the subscription and other charges payable for the Service as set out within these Terms and/or the Fees Annexure.
“Fees Annexure” has the meaning given to it in clause 5.2 of these Terms.
“GST” means any form of goods and services tax payable under the GST Law.
“GST Law” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Indemnified Parties” has the meaning given to it in clause 17.1 of these Terms.
“Monthly Payment” has the meaning given to it in clause 5.3 of these Terms.
“Monthly Subscription” has the meaning given to it in clause 5.3 of these Terms.
“NDIS” means the National Disability Insurance Scheme established under the National Disability Insurance Scheme Act 2013 (Cth).
“NDIS Commission” means the NDIS Quality and Safeguards Commission.
“NDIS Practice Standards” means the NDIS (Provider Registration and Practice Standards) Rules 2018.
“Organisation” means an organisation that may be registered or unregistered with the NDIS Commission.
“Participant” means a person receiving NDIS supports (or their nominee, guardian, or support person) whose details an Organisation, entity or individual enters into the Platform.
“Participant Binding Clauses” has the meaning given to it in clause 4.2 of these Terms.
“Participant Data” means personal information about a Participant (or their nominee, guardian or support person) that is submitted through the Platform, including name, email, mobile number, property address and electronic signature.
“Personal Information”, “APP” and “eligible data breach” have the meanings given in the Privacy Act.
“Personnel” means any person who you invite to use the Platform under your subscription.
“Platform” means the Wholii software application and website, through which you may access various tools and services made available by us from time to time including the Add-On Services, depending on the applicable tier and any Add-On Services subscribed to by you.
“Privacy Act” means the Privacy Act 1988 (Cth).
“Service” means the Platform and any related services we make available at wholii.com.au and associated domains.
“Sub-processor” means a third party that processes data or your Personal Information on our behalf to operate the Service.
“Support User” means a User who is granted access to the Platform via a Support User Seat designated for support delivery use, and who provides direct support or care services to a Participant on your behalf.
“Support User Seat” means a User Seat that is designated for a Support User.
“UCT Provisions” means Part 2 – 3 of the ACL (Unfair Contract Terms), as extended to small business contracts.
“Usage Data” has the meaning given to it in clause 12.4 of these Terms.
“User Seat” means an individual account provided to a User to access and use the Platform, which is delineated between:
and the Fees payable for a User Seat depend on which of the above it is designated as, as set out in the Fees Annexure.
“we”, “us”, “our” means Wholii Pty Ltd (ACN 670 677 700, ABN 75 670 677 700), the operator of the Platform.
“you”, “your” have the meaning given in the introduction to these Terms.
In these Terms:
If you have any questions about these Terms, please contact us:
Email: support@wholii.com.au
Last updated – 26/08/2026
