Terms of Service · KAINDIS

Version 1.2 — counsel sign-off pass covering clause 11 (limitation of liability), clause 12 (indemnities, with widened IP scope and reciprocal control of defence), clause 12A (Participant Payments via Connected Stripe Accounts), clause 14 (updated survival list), clause 19 (notices and subcontractors), translation regime, definitions and precedence.

Translations. By accepting this Agreement, the Customer agrees that translated versions of this Agreement, the Privacy Policy, the DPA, the AUP, the SLA, the Refund Policy, the Sub-processor list, the in-product FAQs and any customer-facing marketing copy may be produced using automated translation tools (including AI) and may contain inaccuracies. The English version of each of those documents is the authoritative version, and in the event of any conflict or ambiguity between a translation and the English text, the English text prevails. If the Customer is reading a translated version of this Agreement, the Customer is encouraged to consult the English version or to seek translated legal advice before accepting these Terms.

These Terms of Service (the "Agreement") form a legally binding contract between Kings AI Automation Pty Ltd (ACN 697 368 282, ABN 31 697 368 282) of Victoria, Australia ("KAINDIS", "we", "us", "our") and the customer organisation that registers for or uses the Service (the "Customer", "you", "your"). By creating an account, accepting these Terms in the registration flow, or using the Service, you agree to be bound by this Agreement on behalf of the Customer organisation and you warrant that you are authorised to do so.

This Agreement incorporates by reference the Acceptable Use Policy ("AUP"), the Privacy Policy, the Data Processing Addendum ("DPA"), the Service Level Agreement ("SLA"), the Refund and Cancellation Policy, and the Sub-processor list. Where there is any inconsistency, the order of precedence is: (1) any counter-signed enterprise master agreement; (2) this Agreement; (3) the DPA; (4) the AUP, SLA, Refund Policy, Sub-processor list and Privacy Policy. The DPA prevails over this Agreement to the extent of any inconsistency relating to the processing of Personal Information.

1. Definitions

"Customer Data" means all data, content and information uploaded, generated, transmitted or stored by or on behalf of the Customer through the Service, including Personal Information of NDIS participants, staff and other individuals.
"Personal Information" has the meaning given in the Privacy Act 1988 (Cth) and includes "health information" as defined in the Health Records Act 2001 (Vic).
"Service" means the KAINDIS software-as-a-service platform, including the web application, staff mobile application, participant mobile application, the documented API, and any related documentation, materials and updates.
"Subscription Fee" means the recurring fee payable for the subscription tier selected at checkout.
"Trial Service" means any access to the Service we make available to the Customer at no charge, including any free trial, beta, evaluation or proof-of-concept tier.
"Merchant of Record" means the legal entity that enters into the merchant agreement with the payment processor and is responsible for the goods or services sold, tax collection, refunds, chargebacks, and customer disputes in respect of each transaction.
"Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

2. The service

KAINDIS is a multi-tenant software platform designed for Australian NDIS providers. We grant the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, solely for the Customer's internal NDIS business operations and subject to this Agreement.

We may update, modify, add or remove features of the Service from time to time. We will not materially reduce the core functionality of a paid subscription during a paid period without giving the Customer the right to terminate and receive a pro-rata refund of unused fees.

Trial Services. Where the Customer accesses a Trial Service, the Service is provided on an "as-is" basis without any availability commitment, the SLA does not apply, and we may modify, suspend or discontinue the Trial Service at any time on reasonable notice and without liability. The Customer must not use a Trial Service for production operations, for the purpose of competitive analysis or benchmarking, or to develop a competing product. All other provisions of this Agreement apply to Trial Services to the extent compatible with their no-charge nature, and the Customer's privacy and data-protection obligations under clauses 3 and 9 apply with full force.

Onboarding services included with paid tiers. References in this clause to the "Starter", "Professional", "Business" and "Enterprise" tiers are to the subscription tiers described at kaindis.com/pricing as in force from time to time. The following onboarding scope is included in the subscription fee for the tiers listed and is delivered during the first 60 days after activation unless otherwise agreed in writing:

Business tier — Concierge onboarding & migration: CSV data migration assistance for the Customer's existing participant and staff records; email support during the first 30 days after activation; and one (1) custom care-plan template configured to the Customer's service model.
Enterprise tier — White-glove onboarding & migration: all Business-tier onboarding inclusions, plus a named account manager; up to four (4) hours of live team training split across multiple sessions; a dedicated Slack or email channel for the Customer's first 60 days; integration setup assistance for Xero and calendar (Google or Outlook); guidance on the Customer's existing PRODA/myplace workflow (the NDIA Bulk Payment Request CSV is generated inside KAINDIS; direct PRODA API integration is on the roadmap and not part of the onboarding scope today); and a tailored go-live checklist for the Customer's organisation.

Work outside the inclusions above (additional templates, additional training hours, on-site attendance, bespoke integrations) is available as a separately quoted professional-services engagement. Starter and Professional tiers do not include onboarding services; self-service onboarding documentation is provided to all tiers.

3. Customer accounts and obligations

The Customer must:

provide accurate and current registration information, including the Customer's legal name, ABN and a nominated billing, administrative and privacy contact;
be solely responsible for the activity, security and lawful use of its account, user credentials and tenant configuration, including all use by the Customer's personnel and authorised users;
obtain and maintain all consents, authorisations and lawful bases required under the Privacy Act 1988 (Cth), the Health Records Act 2001 (Vic), the NDIS Act 2013 (Cth), the NDIS Code of Conduct, the NDIS Practice Standards and any other applicable law to upload Customer Data to, and have it processed through, the Service;
comply with the AUP and the DPA at all times, and ensure that all users of the Customer's tenant comply;
remain responsible for all professional, clinical and operational decisions made in respect of NDIS participants, including any decisions that the Customer or its personnel make using or assisted by output of the Service or its AI features. The Service is a tool to support the Customer's practice; it is not a substitute for the Customer's professional judgment, supervision or duty of care; and
not use the Service for any purpose other than its lawful internal NDIS business operations and ancillary administrative purposes.

4. KAINDIS obligations

We will:

make the Service available in accordance with the SLA;
process Personal Information in accordance with the DPA and the Privacy Policy;
maintain the security controls described in the DPA and the SLA;
give at least 14 days' notice before adding or materially changing the scope of a sub-processor, in accordance with the DPA and the Sub-processor list; and
provide support in accordance with the SLA.

5. Subscriptions, fees, taxes and invoicing

Subscription Fees are payable in advance in Australian Dollars (AUD) on the cadence selected at checkout (monthly or annual). Headline prices are quoted excluding GST. GST is added at 10% for Australian customers and itemised on each tax invoice, which displays our ABN. Detailed billing, cancellation and refund terms are set out in the Refund and Cancellation Policy, which is incorporated into this Agreement.

We may adjust Subscription Fees on at least 30 days' written notice to the Customer's nominated billing contact. A fee increase takes effect at the start of the Customer's next billing cycle following the notice period. If the Customer does not accept the new fee, the Customer may terminate effective at the start of that next billing cycle without further obligation, and we will refund any pre-paid unused fees beyond that point.

Failure to pay any undisputed invoice within 14 days of its due date is a material breach of this Agreement and entitles us to suspend the Service following 7 days' written notice and an opportunity to cure.

Taxes and withholding. Subscription Fees are exclusive of all taxes, duties and government charges other than Australian GST as set out above. Where the Customer is required by law to withhold any amount from a payment to us, the Customer must gross up the payment so that the net amount we receive is equal to the amount we would have received absent the withholding, and must promptly provide us with evidence of the withholding so we may claim any available credit. The Customer is responsible for any sales, use, value-added or similar taxes payable in any jurisdiction outside Australia in respect of the Customer's use of the Service.

6. Intellectual property

Customer Data. As between the parties, the Customer retains all right, title and interest in and to Customer Data. The Customer grants us, and we accept, a non-exclusive, royalty-free, worldwide licence to host, copy, transmit, display, adapt and otherwise process Customer Data solely as necessary to provide the Service and to perform our obligations and exercise our rights under this Agreement and the DPA.

The Service and the KAINDIS IP. All right, title and interest in and to the Service, the KAINDIS software, source code, documentation, AI prompts, model configurations, system designs, templates and the KAINDIS name, marks, logos and brand (collectively, "KAINDIS IP") are owned by Kings AI Automation Pty Ltd or its licensors. Nothing in this Agreement transfers any right in the KAINDIS IP to the Customer beyond the access rights expressly granted in clause 2.

Feedback. If the Customer or its personnel give us feedback, suggestions, or ideas about the Service, the Customer grants us a perpetual, irrevocable, royalty-free, worldwide right to use that feedback to improve the Service, without any obligation to the Customer.

Aggregated and de-identified data. We may use aggregated, statistical and de-identified data derived from use of the Service for the purposes of operating, securing, improving and benchmarking the Service, provided the data is rendered non-personal such that it cannot reasonably be used to re-identify any individual.

Reservation. Each party reserves all rights not expressly granted by this Agreement.

7. AI features

The Service includes optional AI-assisted features (including a chatbot, suggestion engine, and voice-to-text transcription). Additional information about how Customer Data is used in those features, and which sub-processors are involved, is in the DPA and the Sub-processor list.

AI output is generated probabilistically and may be inaccurate, incomplete, or out-of-date. The Customer must independently verify any AI output before relying on it for any decision affecting an NDIS participant, billing, claiming, clinical care, employment, or any other consequential matter. AI features do not provide medical, legal, financial or professional advice. The Customer is responsible for ensuring that any use of AI features is consistent with the NDIS Code of Conduct and the Customer's professional scope of practice.

We design our AI integrations consistent with the Australian Government's Voluntary AI Safety Standard (2024), including transparency, accuracy and accountability principles. The Customer may request that AI features be disabled at the tenant level by emailing kaindis@kai-auto.com.

8. Confidentiality

Each party may disclose to the other information that is confidential or proprietary ("Confidential Information"). Each party will: (a) protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information of like kind, and in any case no less than reasonable care; (b) use Confidential Information only for the purposes of this Agreement; and (c) not disclose Confidential Information to any third party except to its personnel and professional advisers on a need-to-know basis under equivalent confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known to the receiving party without restriction before disclosure, is independently developed without reference to the disclosing party's information, or is required to be disclosed by law (with prompt notice where lawful).

9. Privacy and data protection

Our processing of Personal Information on behalf of the Customer is governed by the DPA and the Privacy Policy. The Customer is the APP entity and (where relevant) the "organisation" for the purposes of the Health Records Act 2001 (Vic) in respect of Customer Data. The Customer warrants that it has provided all required notices and obtained all required consents from the individuals whose Personal Information it inputs to the Service.

10. Warranties and consumer guarantees

We warrant that the Service will be provided with due care and skill in a manner that is materially consistent with the documentation and the SLA. Except as set out in this clause and as required by law, the Service is provided on an "as-is" and "as-available" basis, and we exclude to the maximum extent permitted by law all other representations, warranties, conditions and guarantees, whether express or implied, including any implied warranty of fitness for a particular purpose or of accuracy of AI output.

Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any right or remedy that the Customer has under the Australian Consumer Law or any other law that cannot be lawfully excluded, restricted or modified ("Non-Excludable Rights"). Where the Service is not of a kind ordinarily acquired for personal, domestic or household use or consumption (which is the case for KAINDIS), and to the extent permitted by section 64A of the Australian Consumer Law, our liability for failure to comply with a consumer guarantee in respect of the Service is limited, at our election, to: (a) the supply of the Service again; or (b) the payment of the cost of having the Service supplied again.

11. Limitation of liability

Subject to clause 11.4 and the Non-Excludable Rights:

11.1 Cap. Each party's total aggregate liability to the other under or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, in any 12-month period is capped at the greater of (i) the total Subscription Fees paid or payable by the Customer in the 12 months immediately preceding the first event giving rise to the claim, and (ii) AUD $2,000,000.
11.2 Excluded loss. Neither party is liable for any indirect, incidental, consequential, special or exemplary loss, loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or loss of anticipated savings, even if advised of the possibility of such loss.
11.3 Customer-controlled risks. We are not liable for losses to the extent caused by: (a) the Customer's configuration, integration, or unlawful or unauthorised use of the Service; (b) inaccurate or incomplete data input by the Customer; (c) the Customer's failure to maintain user access controls; or (d) third-party services connected by the Customer (including Customer-connected mailboxes and accounting integrations).
11.4 Carve-outs. The cap and the excluded-loss provisions in this clause do not apply to: (a) liability for fraud, wilful misconduct or fraudulent misrepresentation; (b) liability for death or personal injury caused by a party's negligence; (c) the Customer's liability to pay Subscription Fees that have accrued; (d) either party's indemnity obligations under clause 12; or (e) liability that cannot lawfully be excluded or limited.

12. Indemnities

Customer indemnity. The Customer indemnifies KAINDIS, its directors, officers, employees and contractors against any third-party claim, loss, damage, fine or expense (including reasonable legal costs on a solicitor-and-own-client basis) arising out of or in connection with: (a) the Customer's breach of clauses 3, 6 (Customer Data licence), 8 or 9 of this Agreement, or of the AUP or DPA; (b) any allegation that Customer Data, or the Customer's use of the Service, infringes a third party's rights or breaches any law (including the Privacy Act 1988 (Cth), Health Records Act 2001 (Vic), Spam Act 2003 (Cth) or NDIS Act 2013 (Cth)); or (c) any claim by an NDIS participant, staff member or other person whose Personal Information the Customer has uploaded without a lawful basis. KAINDIS may, at its election, take sole control of the defence and settlement of any claim against KAINDIS for which the Customer has indemnification obligations under this clause; the Customer will provide reasonable assistance at our expense and will not settle or admit liability without our prior written consent.

KAINDIS indemnity. Subject to the cap in clause 11.1, we will defend, indemnify and hold the Customer harmless from third-party claims that the Service (excluding any Customer Data, third-party content, or output that the Customer has modified) infringes that third party's registered or unregistered Australian intellectual property rights, including breach of confidence and misuse of confidential information, provided the Customer (i) gives us prompt written notice of the claim, (ii) gives us sole control of the defence and any settlement, and (iii) provides reasonable assistance at our expense. For the avoidance of doubt, this indemnity does not extend to any claim arising from or relating to a matter disclosed by KAINDIS to its insurers prior to the date this Agreement is accepted by the Customer and which is the subject of a specific exclusion on the IP-infringement endorsement of KAINDIS's Professional Indemnity policy in force at that time. If the Service is, or in our reasonable opinion is likely to be, the subject of a claim, we may at our option (a) procure the right for the Customer to continue using the Service, (b) modify the Service so it is non-infringing, or (c) terminate the affected subscription and refund any prepaid unused fees.

12A. Participant payments via connected Stripe accounts

12A.1 Feature availability. Participant payment collection is an optional feature. It is subject to two independent gates:

(a) a platform-wide feature flag operated by Kings AI Automation. When the flag is off, no Organisation can connect a Stripe account through the Platform; and
(b) a per-tenant acknowledgment recorded by a director of the Organisation (see clause 12A.4). Without this acknowledgment, the tenant cannot connect Stripe even if the platform-wide flag is on.

12A.2 Stripe Connect Standard model. Where this feature is enabled, an Organisation may link its own Stripe Connect Standard account. Under this model:

(a) the Organisation is the Merchant of Record for every transaction processed via its Connected Stripe Account;
(b) the Organisation enters into Stripe Payments Australia Pty Ltd's own merchant agreement directly and completes Stripe's Know-Your-Customer (KYC) process with Stripe, not with us;
(c) funds from participant payments flow directly from the participant's payment instrument to the Organisation's Stripe account via Stripe's infrastructure. The Platform never custodies, holds, or handles any participant funds;
(d) Kings AI Automation does not take any application fee, commission, or percentage of participant payments. The full amount charged flows to the Organisation's Stripe account, less Stripe's own processing fees, which are set by Stripe and billed by Stripe; and
(e) Kings AI Automation is not a party to the payment transaction, does not provide payment services, and does not hold itself out as a payment facilitator, non-cash payment facility provider, or financial service provider in respect of any Connected Stripe Account.

12A.3 Your responsibilities. When the Customer uses a Connected Stripe Account through the Platform, the Customer is solely responsible for:

(a) selecting and maintaining an appropriate Stripe account type for its business;
(b) compliance with Stripe's terms, policies, and Restricted Businesses list;
(c) any tax obligations, including GST, PAYG, and reporting, in respect of payments received;
(d) chargebacks, refunds, disputes, and customer service related to each transaction;
(e) ensuring that any licensing, registration, or authorisation required to provide the services it bills (including but not limited to NDIS registration, AHPRA registration, or disability support provider registration) is held by the Organisation;
(f) not using the Connected Stripe Account in a way that conflicts with NDIS funds-management rules, including not charging Participants for supports that are payable by the NDIA or a plan manager on their behalf; and
(g) obtaining any consents required from Participants before accepting card payments on their behalf.

12A.4 Director acknowledgment. Before a tenant can initiate the Stripe Connect onboarding flow, a director of the Organisation must acknowledge, through the Platform, that:

(a) the Organisation is the Merchant of Record;
(b) the Organisation enters Stripe's own merchant agreement directly;
(c) the Platform is software-only and does not custody funds;
(d) no application fee is charged;
(e) the Organisation is responsible for its own tax, disputes, refunds, and licensing; and
(f) NDIS funds-management rules still apply — Stripe should only be used for self-managed participants or non-NDIS services.

The identity of the acknowledging director, the timestamp, and any supplied note are recorded as part of the tenant's audit trail.

12A.5 Revocation. A director may revoke the acknowledgment at any time via Settings → Integrations. Revocation will automatically disconnect any Connected Stripe Account held by the tenant and will immediately stop any subsequent payment links from being generated. Revocation does not reverse completed Stripe transactions — those remain governed by Stripe's own terms.

12A.6 Disclaimers. Kings AI Automation makes no representations about the suitability of Stripe Connect for the Customer's particular business, legal, tax, or regulatory circumstances. The Customer should obtain its own legal and tax advice before enabling participant payment collection. If the Customer is an NDIS registered provider, it should also confirm that the intended use is consistent with its NDIS registration conditions and with guidance published by the NDIS Quality and Safeguards Commission and the NDIA.

12A.7 Suspension. We reserve the right to suspend or disable the participant payment feature (at a platform level or for individual tenants) where we reasonably consider it necessary to comply with law, protect users, or respond to a regulatory enquiry. Where practicable, we will give advance notice.

13. Suspension

We may suspend the Customer's access to the Service, in whole or in part, where: (a) the Customer is in material breach of this Agreement, including the AUP, and has failed to cure within 7 days of written notice (or immediately, where the breach is not capable of cure or where continued access poses an imminent risk of harm to the Service, to other customers, or to NDIS participants); (b) an undisputed invoice is overdue by more than 14 days; or (c) we are required to do so by law or by a regulator.

Where practicable, we will give written notice of the reason for suspension and the steps required to restore access. Suspension does not relieve the Customer of its payment obligations for the suspended period unless we have terminated the subscription. Where a suspension is later found by us or by a court to have been unjustified, we will credit or refund the Customer for the days of suspension.

14. Term and termination

This Agreement begins when the Customer first accepts these Terms and continues for the subscription term selected at checkout. Each subscription term auto-renews for successive periods of equal length unless either party gives notice of non-renewal in accordance with the Refund and Cancellation Policy.

Either party may terminate this Agreement immediately on written notice if the other party: (a) commits a material breach that is not capable of cure, or that it has failed to cure within 30 days of receiving written notice of the breach; or (b) becomes insolvent, has a controller, administrator or liquidator appointed, or ceases to carry on business.

Termination on convenience by the Customer. The Customer may also terminate this Agreement on at least 30 days' written notice to us at any time. On a termination on convenience: (a) the Customer must pay all undisputed Subscription Fees accrued to the effective date of termination; (b) the Customer is not entitled to a refund of fees paid in advance for the unused portion of the then-current period, except as set out in clauses 4.2 (extended service failure), 4.3 (material adverse change to legal terms) of the Refund and Cancellation Policy, or as required by the Australian Consumer Law; and (c) the post-termination data export and deletion provisions below apply. This right is in addition to, and does not limit, the Customer's right to cancel a subscription at the end of the current billing period under the Refund and Cancellation Policy.

On termination or expiry: (a) the Customer's access to the Service ends; (b) the Customer must pay all undisputed Subscription Fees accrued to the effective date of termination; (c) for 30 days after the effective date the Customer may self-export Customer Data and request reactivation; and (d) after that 30 days, Customer Data is permanently deleted in accordance with the DPA, except where retention is required by law (for example, financial records retained under the Corporations Act 2001 (Cth)).

Clauses 1, 6, 8, 9, 10, 11, 12, 12A.3, 12A.5, 12A.6, 14 (post-termination obligations), 15, 17, 18 and 19 survive termination.

15. Force majeure

Neither party is liable for any failure or delay in performance (other than payment of money) caused by an event beyond the reasonable control of that party, including acts of government, natural disasters, fire, flood, public health emergencies, cyber-attacks not reasonably preventable by the affected party, and outages of upstream infrastructure providers. The affected party must notify the other promptly and use reasonable efforts to mitigate. If a force majeure event continues for more than 30 consecutive days, either party may terminate the affected subscription on written notice and we will refund any prepaid unused fees.

16. Changes to this Agreement

We may update this Agreement from time to time. We will give the Customer at least 30 days' advance written notice of any material change by email to the Customer's nominated billing and privacy contacts and by posting the revised Agreement at this URL. A change is "material" if it (a) reduces our obligations or the Customer's rights in a way that is not purely administrative, (b) changes pricing in a way to which clause 5 applies, or (c) changes the categories of Personal Information processed by the Service. If the Customer does not accept a material change, the Customer may terminate the affected subscription effective immediately before the change takes effect and we will refund any prepaid unused fees. Continued use of the Service after the effective date constitutes acceptance.

17. Dispute resolution

If a dispute arises under or in connection with this Agreement, the parties must first try to resolve it by good-faith negotiation between authorised representatives within 14 days of written notice of the dispute. If the dispute is not resolved within that period, either party may refer the dispute to mediation administered by the Resolution Institute under its mediation rules, with the mediator's fees shared equally. Nothing in this clause prevents a party from seeking urgent injunctive or interlocutory relief from a court.

18. Governing law and jurisdiction

This Agreement is governed by the laws in force in Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and the courts entitled to hear appeals from them, except that we may seek injunctive or equitable relief in any court of competent jurisdiction.

19. General

Assignment. The Customer must not assign or novate this Agreement without our prior written consent (not to be unreasonably withheld). We may assign or novate this Agreement to a related body corporate, in connection with a sale of all or substantially all of our assets or business, or on at least 30 days' notice to the Customer.
No partnership. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
Entire agreement. This Agreement (together with the documents it incorporates) is the entire agreement between the parties about its subject matter and supersedes any earlier representation, statement or agreement.
Severability. If a provision of this Agreement is held to be unenforceable, the remainder continues in full force and the unenforceable provision is read down to the extent necessary to make it enforceable.
Notices. Ordinary notices to KAINDIS must be sent to kaindis@kai-auto.com. Formal notices that under Australian law must be served in writing (including process, statutory demands, and sworn or court-related documents) must additionally be served at our registered office as recorded on ASIC's public register from time to time. Notices to the Customer will be sent to the email address(es) most recently nominated in the Customer's account, with copy notice to the postal address (if any) recorded in the Customer's billing details.
Subcontractors. KAINDIS may engage subcontractors (including the sub-processors listed at /legal/sub-processors) to perform any part of its obligations under this Agreement. KAINDIS remains responsible for the acts and omissions of its subcontractors as if they were its own.
Electronic acceptance. The parties consent to electronic execution of this Agreement under the Electronic Transactions Act 2000 (Vic) and the Electronic Transactions Act 1999 (Cth).

20. Contact

For all enquiries — contract, commercial, billing, privacy or technical — contact kaindis@kai-auto.com.