Terms of Service
Version: 1.0 · Effective date: 29 July 2026
1. About these terms
1.1 These Terms of Service (Terms) are a legally binding agreement between:
- James Stephen Maximos (ABN 16 961 953 494) trading as OpsFlow, of Berwick, VIC 3805 (OpsFlow, we, us, our); and
- the organisation that subscribes to the Service (Customer, you, your).
1.2 You accept these Terms by clicking “I agree” (or similar) when creating an account or subscribing, or by accessing or using the Service. If you accept on behalf of an organisation, you warrant that you are authorised to bind that organisation.
1.3 We record the version of these Terms you accepted, the identity of the accepting user, and the date, time and IP address of acceptance. That record is evidence of your agreement.
1.4 If you and we have signed an Order Form, Founding Provider Agreement or other written agreement that expressly varies these Terms, that document prevails to the extent of any inconsistency.
1.5 These Terms are a standard form contract. Nothing in them is intended to operate as an unfair contract term under the Australian Consumer Law. If any term would be unfair, it is to be read down or severed to the minimum extent necessary, and the rest of these Terms continue to apply.
2. Definitions
Australian Privacy Principles or APPs means the Australian Privacy Principles in Schedule 1 of the Privacy Act 1988 (Cth).
Authorised User means an individual you permit to access the Service under your account, including your employees, contractors, support workers and volunteers.
Communications Services means the voice calling, SMS, email sending and related telecommunications features of the Service, as described in clause 8.
Confidential Information has the meaning in clause 11.
Customer Data means all data, records, documents, text, files, recordings and other content that you or your Authorised Users submit to, generate in, or transmit through the Service, including Personal Information about your participants, workers, referrers and contacts.
Data Processing Agreement or DPA means the OpsFlow Data Processing Agreement, which forms part of these Terms.
Fees means the subscription fees, usage charges and other amounts payable for the Service, as set out on our pricing page, in your Order Form, or in the Service.
Personal Information has the meaning given in the Privacy Act 1988 (Cth).
Policies means the DPA, the Acceptable Use Policy, and the Privacy Policy, each as updated in accordance with clause 21.
Service means the OpsFlow software-as-a-service platform, including the web application, mobile applications, APIs, Communications Services, and any documentation or support we provide.
Subscription Period means the monthly or annual period for which you have subscribed.
3. The Service and your licence
3.1 Subject to these Terms and your payment of Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right for the Subscription Period to access and use the Service for your internal business purposes.
3.2 The Service is provided on a software-as-a-service basis. We host and operate it. You are not granted any right to the software itself, or to any source code.
3.3 You must not, and must not permit any person to: (a) copy, modify, reverse engineer, decompile or create derivative works of the Service, except to the extent this restriction cannot lawfully be excluded; (b) resell, sublicense, rent, or provide the Service as a service bureau to any third party, except as expressly permitted in an Order Form; (c) access the Service to build a competing product, or to benchmark it for publication without our written consent; (d) circumvent or interfere with any security, access control, rate limit, or usage measurement feature; or (e) use the Service in breach of the Acceptable Use Policy.
3.4 Changes to the Service. We may add, change or remove features. If we make a change that materially reduces the core functionality you subscribed to, we will give you at least 30 days’ notice, and you may terminate under clause 19.3 without penalty and receive a pro-rata refund of prepaid Fees for the unused period.
3.5 Beta features. We may make features available on a beta, preview or trial basis. Beta features are provided “as is”, may be changed or withdrawn at any time, and are not covered by the availability commitments in Schedule 1. We will identify beta features clearly in the Service.
4. Your account and Authorised Users
4.1 You are responsible for all activity under your account, including the acts and omissions of your Authorised Users.
4.2 You must: (a) ensure account credentials are kept secure and not shared between individuals; (b) ensure each Authorised User has their own login; (c) promptly remove access for individuals who no longer need it, including departed staff; and (d) notify us as soon as practicable if you become aware of any unauthorised access to your account.
4.3 You are responsible for configuring roles and permissions in the Service appropriately for your organisation. We provide the controls; you decide who sees what.
4.4 Owner account. Your account has at least one owner with full administrative rights. You are responsible for maintaining a current, reachable owner. If the sole owner becomes unreachable, we will only reassign ownership on receipt of evidence reasonably satisfactory to us of your authority to request it.
5. Fees, billing and taxes
5.1 Fees. You must pay the Fees for your subscription plan and for any usage-based charges you incur. Current Fees are shown on our pricing page and in the Service before you commit to a purchase.
5.2 Payment. Fees are payable in advance for each Subscription Period by the payment method you provide. Payments are processed by Stripe. We do not store your full card details.
5.3 GST. Unless stated otherwise, all Fees are expressed exclusive of GST. Where GST applies to a supply we make to you, you must pay the GST amount in addition to the Fee at the same time. We will issue a valid tax invoice.
5.4 Auto-renewal. Your subscription renews automatically for successive Subscription Periods unless cancelled. For annual subscriptions, we will email you at least 30 days before each renewal setting out the renewal date and the Fees that will apply. For monthly subscriptions, the renewal is monthly and you may cancel at any time before the next renewal.
5.5 Cancellation. You may cancel at any time through the Service or by emailing hello@opsflow.net.au. Cancellation takes effect at the end of the current Subscription Period. You keep access until then.
5.6 Price changes. We may change our Fees. We will give you at least 60 days’ notice in writing before a price change takes effect. A price change will not take effect during a Subscription Period you have already paid for. If you do not accept a price change, you may terminate under clause 19.3 before it takes effect, without penalty.
5.7 Refunds. Except where required by law, or where expressly provided in these Terms, Fees are non-refundable. Nothing in this clause limits your rights under the Australian Consumer Law (see clause 15).
5.8 Overdue amounts. If an amount is overdue, we will notify you. If it remains unpaid 14 days after that notice, we may suspend the Service under clause 18. We may charge interest on overdue amounts at the RBA cash rate plus 2% per annum, calculated daily. We will not charge collection costs beyond amounts we actually and reasonably incur.
5.9 Usage charges. Communications Services are charged on usage. See clause 8.
6. Customer Data
6.1 Ownership. As between you and us, you own all Customer Data. We claim no ownership in it.
6.2 Licence to us. You grant us a non-exclusive licence to host, copy, transmit, display, back up and process Customer Data solely to: (a) provide, maintain and support the Service to you; (b) prevent or address security, fraud or technical problems; (c) comply with law; and (d) act on your instructions.
6.3 We will not sell Customer Data, use it for advertising, or use it to train any machine learning or artificial intelligence model.
6.4 Aggregated data. We may compile aggregated statistical data about how the Service is used (for example, total number of referrals processed platform-wide, or average response times across all customers). We may use that data to operate and improve the Service. Aggregated data will never identify you, your participants, your workers or any individual, and will never be derived from the contents of participant health information, call recordings, message content or documents.
6.5 Your warranties. You warrant that: (a) you have all necessary rights, consents and authority to provide Customer Data to us and to have us process it as contemplated by these Terms and the DPA; (b) you have provided any privacy notices, and obtained any consents, required under the Privacy Act 1988 (Cth) and any applicable State or Territory health records legislation, including for sensitive information and health information; and (c) Customer Data does not infringe the rights of any person or breach any law.
6.6 Accuracy. You are responsible for the accuracy, quality and legality of Customer Data. The Service reports what you put into it.
6.7 Our access to Customer Data. Our personnel may access Customer Data only where necessary to provide, support, secure or maintain the Service, or where you ask us to. Access is limited to personnel who need it, is logged, and is subject to confidentiality obligations. Details are in the DPA.
6.8 Backups. We maintain backups as described in Schedule 1. Backups are a disaster recovery measure for the Service as a whole and are not a substitute for your own record-keeping obligations. See clause 20.
7. Privacy
7.1 We handle Personal Information in accordance with our Privacy Policy and the DPA.
7.2 The DPA forms part of these Terms. It sets out our respective roles, our security measures, our sub-processors, cross-border disclosures, breach notification, and data return and deletion. You should read it.
7.3 Roles. In relation to Customer Data, you are the entity that decides what Personal Information is collected and why. We handle it on your behalf and on your instructions. We are responsible for the security and lawful handling of that information while it is in our systems.
7.4 NDIS obligations. You acknowledge that you remain responsible for your own obligations under the National Disability Insurance Scheme Act 2013 (Cth), the NDIS Practice Standards, the NDIS Code of Conduct, and any conditions of your registration. The Service is a tool that supports those obligations. It does not discharge them, and we do not provide compliance, legal, clinical or audit advice.
8. Communications Services
8.1 What they are. The Service can send and receive SMS, make and receive voice calls, record calls, and send email on your behalf. These features are delivered using third party carriers and providers, including Twilio and Resend.
8.2 Charges. Communications Services are charged on a usage basis (for example, per minute, per message, and per phone number per month), plus any number allowances included in your plan. Rates are shown in the Service. Where we operate a prepaid balance and auto-recharge, you authorise us to charge your payment method to top up the balance in accordance with the settings you configure.
8.3 Your compliance obligations. You are solely responsible for ensuring your use of Communications Services complies with law, including: (a) the Spam Act 2003 (Cth) — you must have consent to send commercial electronic messages, identify yourself accurately, and include a functional unsubscribe facility; (b) the Do Not Call Register Act 2006 (Cth) — for telemarketing calls; (c) the ACMA SMS Sender ID Register — from 1 July 2026, sender IDs used in messages to Australian recipients must be registered. You must not use a sender ID you are not entitled to use; (d) the Telecommunications (Interception and Access) Act 1979 (Cth) and applicable State and Territory surveillance devices legislation — you must notify all parties before recording a call, and obtain any consent required in the relevant jurisdiction; and (e) the APPs, including obtaining consent before collecting sensitive information such as a recording of a participant.
8.4 Recordings are sensitive. Call recordings involving participants are likely to contain health information. You must handle them accordingly and configure recording settings in the Service to match your consent practices.
8.5 Emergency calls. ⚠️ The Service must not be relied on for emergency calls. Voice calling through the Service may not connect to emergency services, may not transmit your location, and will not work without power or internet. You must ensure your staff have access to a standard telephone service for emergencies and you must inform your Authorised Users of this limitation.
8.6 Carrier dependency. Delivery of calls and messages depends on third party carriers and networks that we do not control. We do not guarantee delivery, delivery times, or that a number will always be available. Carrier filtering, number reputation and network faults can affect delivery.
8.7 Numbers. Phone numbers provisioned through the Service are supplied by a carrier and are subject to that carrier’s terms and to Australian numbering rules. Where numbers are portable, we will not unreasonably obstruct a porting request. You must pay all amounts owing before we release a number for porting.
8.8 Suspension for misuse. We may immediately suspend Communications Services where we reasonably suspect fraud, spam, or conduct that risks our carrier relationships or breaches law. We will tell you why and work with you to restore service as soon as practicable.
9. Third party services
9.1 The Service integrates with third party services you choose to connect, including Microsoft 365, Google Workspace, Stripe and Annature.
9.2 Your use of a connected third party service is governed by your agreement with that provider. We are not responsible for those services, their availability, or their handling of your data once it is in their systems at your direction.
9.3 If a third party changes or discontinues its service or API, we may need to change or discontinue the corresponding integration. Clause 3.4 applies.
9.4 Electronic signatures. Where the Service supports electronic signature, the parties acknowledge that electronic signatures may be valid under the Electronic Transactions Act 1999 (Cth) and equivalent State and Territory legislation. You are responsible for satisfying yourself that an electronic signature is appropriate and legally effective for your particular document and circumstances.
10. Your responsibilities
10.1 You must comply with the Acceptable Use Policy.
10.2 You must ensure your Authorised Users comply with these Terms and the Policies. You are responsible for their conduct as if it were your own.
10.3 You must provide your own internet access, devices and browsers meeting the minimum requirements we publish.
10.4 You must not use the Service to store or transmit material that is unlawful, or that you do not have the right to store or transmit.
11. Confidentiality
11.1 Confidential Information means information disclosed by one party (Discloser) to the other (Recipient) that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data (yours) and the non-public features, pricing, security details and roadmap of the Service (ours).
11.2 The Recipient must: (a) keep Confidential Information confidential; (b) use it only for the purposes of these Terms; and (c) disclose it only to personnel and advisers who need it and who are bound by equivalent obligations.
11.3 Confidential Information does not include information that is public through no fault of the Recipient, was already known to the Recipient free of obligation, or is independently developed without reference to it.
11.4 A Recipient may disclose Confidential Information where required by law, a regulator or a court, and where lawful and practicable, will notify the Discloser first.
11.5 These obligations survive termination.
12. Intellectual property
12.1 We own all intellectual property rights in the Service, including all software, designs, documentation and trade marks. Nothing in these Terms transfers any of those rights to you.
12.2 You own all intellectual property rights in Customer Data.
12.3 Feedback. If you give us suggestions, feature requests or feedback, we may use them without restriction and without owing you anything. We will not identify you as the source in any public material without your consent.
12.4 Publicity. We will not use your name or logo in marketing material without your prior written consent. Consent given in an Order Form is sufficient for that purpose.
13. Availability, support and maintenance
13.1 We will use reasonable endeavours to make the Service available in accordance with Schedule 1.
13.2 We provide support in accordance with Schedule 1.
13.3 We may perform maintenance. For planned maintenance likely to cause more than brief interruption, we will give reasonable advance notice and, where practicable, schedule it outside Australian business hours.
13.4 We may perform emergency maintenance without notice where necessary to protect the security or integrity of the Service. We will notify you as soon as practicable.
14. Security
14.1 We will implement and maintain reasonable technical and organisational measures appropriate to the sensitivity of Customer Data, as described in the DPA.
14.2 If we become aware of a data breach affecting Customer Data, we will notify you in accordance with the DPA and will provide reasonable assistance to help you meet your obligations under the Notifiable Data Breaches scheme.
14.3 You are responsible for security within your control: access management, device security, password hygiene, and the conduct of your Authorised Users.
15. Warranties and the Australian Consumer Law
15.1 We warrant that we will provide the Service with due care and skill.
15.2 Consumer guarantees. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified.
15.3 Limitation permitted by section 64A. To the extent the Service is not of a kind ordinarily acquired for personal, domestic or household use or consumption, and to the extent permitted by section 64A of the Australian Consumer Law, our liability for failure to comply with a consumer guarantee (other than a guarantee under section 51, 52 or 53 of the Australian Consumer Law) is limited, at our option, to: (a) supplying the services again; or (b) paying the cost of having the services supplied again.
15.4 Exclusion of implied terms. Subject to clauses 15.2 and 15.3, and to the extent permitted by law, all other terms, conditions, warranties and representations implied by statute, custom or general law are excluded.
15.5 No guarantee of uninterrupted service. We do not warrant that the Service will be uninterrupted or error free, or that it will meet requirements we have not agreed with you in writing.
15.6 No professional advice. The Service does not provide legal, clinical, financial, audit or compliance advice. Compliance status indicators, reminders, task automations and reports are tools to assist you. You must independently verify anything you rely on for a regulatory purpose.
16. Liability
16.1 This clause applies subject to clause 15.2.
16.2 Excluded loss. Neither party is liable to the other for any loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or any indirect or consequential loss, however arising.
16.3 Cap. Subject to clause 16.4, each party’s total aggregate liability arising out of or in connection with these Terms in any 12 month period is limited to the greater of: (a) the total Fees paid or payable by you in the 12 months immediately before the first event giving rise to liability; and (b) AUD $5,000.
16.4 Exceptions to the cap. Clause 16.3 does not apply to: (a) your obligation to pay Fees; (b) either party’s breach of clause 11 (Confidentiality); (c) either party’s fraud, wilful misconduct or unlawful act; (d) death or personal injury caused by a party’s negligence; or (e) our liability for a data breach affecting Customer Data, or for our breach of the Data Processing Agreement, which is instead subject to the separate higher cap in clause 16.5.
16.5 Privacy and data breach cap. Our total aggregate liability for a data breach affecting Customer Data, or for breach of the Data Processing Agreement, is limited to the greater of: (a) three times the total Fees paid or payable by you in the 12 months immediately before the first event giving rise to liability; and (b) AUD $50,000. This higher cap reflects the sensitivity of the information we hold on your behalf. It applies in place of, not in addition to, the cap in clause 16.3.
16.6 Mitigation and contribution. Each party’s liability is reduced to the extent the loss was caused or contributed to by the other party.
16.7 Time limit. Neither party may bring a claim under these Terms more than 2 years after it became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. This does not apply where a longer period is required by law.
17. Indemnity
17.1 You indemnify us against loss, damage and reasonable costs we suffer arising from: (a) your breach of clause 6.5 (rights and consents in Customer Data); (b) your breach of the Acceptable Use Policy or clause 8.3 (communications compliance); or (c) a third party claim that Customer Data infringes that third party’s rights.
17.2 We indemnify you against loss, damage and reasonable costs you suffer arising from a third party claim that the Service, as supplied by us and used in accordance with these Terms, infringes that third party’s Australian intellectual property rights.
17.3 An indemnity under this clause is subject to the indemnified party: (a) promptly notifying the other of the claim; (b) not admitting liability or settling without the other’s consent (not to be unreasonably withheld); and (c) giving the other reasonable assistance and, if the other elects, control of the defence.
17.4 Each indemnity is reduced to the extent the loss was caused by the indemnified party’s own breach or negligence.
18. Suspension
18.1 We may suspend your access to all or part of the Service if: (a) an amount is overdue and remains unpaid 14 days after we have notified you (clause 5.8); (b) we reasonably believe your use poses a security risk, is unlawful, or breaches the Acceptable Use Policy; or (c) we are required to by law or by a carrier or regulator.
18.2 Except where an immediate suspension is necessary to prevent harm, unlawful conduct or a security risk, we will give you notice and a reasonable opportunity to fix the problem before suspending.
18.3 We will restore the Service promptly once the cause of suspension is resolved.
18.4 Suspension does not delete your data. During suspension you retain the right to request an export of Customer Data under clause 20.
19. Term and termination
19.1 These Terms start when you first accept them and continue until terminated.
19.2 Termination for convenience by you. You may cancel your subscription at any time under clause 5.5.
19.3 Termination for a change we make. You may terminate immediately and receive a pro-rata refund of prepaid Fees if we make a change under clause 3.4, 5.6 or 21 that you do not accept, provided you notify us before the change takes effect.
19.4 Termination for breach. Either party may terminate immediately by notice if the other: (a) commits a material breach that is not remedied within 14 days after written notice describing it; or (b) becomes insolvent, has an administrator or liquidator appointed, or ceases to carry on business.
19.5 Termination for convenience by us. We may terminate for convenience by giving you at least 90 days’ written notice. If we do, we will refund prepaid Fees for the unused period and will assist you with data export at no charge.
19.6 Effect of termination. On termination, your right to access the Service ends. Clauses that by their nature survive (including 6.1, 11, 12, 15, 16, 17, 20 and 22) survive.
20. Data export, retention and deletion ⚠️
20.1 You should read this clause carefully. It affects your ability to meet your own record-keeping obligations.
20.2 During the subscription, you may obtain a complete export of your Customer Data at any time, at no charge, in either of these ways: (a) using the export features available in the Service, for the record types they cover; or (b) by asking us in writing. We will provide a complete export — including your uploaded documents and call recordings — in a commonly usable format (such as CSV plus the original files) within 10 business days of your request. You may make such a request as often as reasonably necessary. We will not charge you for it, and we will not require a reason.
20.3 On termination, we will keep Customer Data available for export for 90 days after the termination date (the Retrieval Period). We may require payment of any overdue amounts before providing an export.
20.4 After the Retrieval Period, we will delete Customer Data from active systems within 30 days, and from backups in accordance with our backup rotation (currently 7 days), unless we are required by law to keep it.
20.5 ⚠️ Your retention obligations are your own. NDIS providers are generally required to retain participant records for at least 7 years from the date the record was created or the support was last provided, and for records about a child, until the participant turns 25. Different or longer periods may apply under State or Territory health records legislation and under your funding agreements. Deleting your OpsFlow account does not satisfy, suspend or transfer those obligations. You must export and retain your own records before the Retrieval Period ends. We are not liable for your inability to produce records you did not export.
20.6 Extended retention. If you would like us to retain your data for longer than the Retrieval Period, contact us before termination. We may agree to do so on written terms, which may include a storage fee.
21. Changes to these Terms and Policies
21.1 We may update these Terms and the Policies from time to time, for example to reflect changes to the Service, to our third party providers, or to law.
21.2 For any change that is material or adverse to you, we will give you at least 30 days’ notice by email and in the Service before it takes effect. The notice will summarise what is changing.
21.3 If you do not accept a material change, you may terminate under clause 19.3 before it takes effect and receive a pro-rata refund of prepaid Fees. Continuing to use the Service after the change takes effect means you accept it.
21.4 Minor changes that do not adversely affect you (such as clarifications, corrections and updates to contact details) take effect when published.
21.5 We maintain a version history of these Terms. Superseded versions are available on request.
22. General
22.1 Notices. Notices to you will be sent to the email address on your account or shown in the Service. Notices to us must be sent to hello@opsflow.net.au. Notices are taken to be received on the next business day after sending, unless the sender receives a delivery failure.
22.2 Assignment. You may not assign these Terms without our consent, not to be unreasonably withheld. We may assign these Terms to a purchaser of our business, provided the assignee assumes our obligations. We will notify you.
22.3 Subcontracting. We may use subcontractors and sub-processors to provide the Service. We remain responsible for their performance. Sub-processors handling Personal Information are governed by the DPA.
22.4 Force majeure. Neither party is liable for failure to perform (other than payment obligations) caused by an event beyond its reasonable control, provided it takes reasonable steps to mitigate and notifies the other party. If the event continues for more than 30 days, either party may terminate.
22.5 Dispute resolution. Before starting proceedings (other than for urgent interlocutory relief), a party must notify the other of the dispute, and the parties must have a senior representative each meet (in person or by video) within 14 days to attempt to resolve it in good faith.
22.6 Governing law. These Terms are governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction and the courts of appeal from them.
22.7 Entire agreement. These Terms, the Policies and any Order Form are the entire agreement between the parties about the Service and supersede all prior discussions.
22.8 Severability. If a provision is unenforceable, it is severed and the rest continues.
22.9 No waiver. A failure to enforce a right is not a waiver of it.
22.10 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, employment or agency relationship.
Schedule 1 — Support and availability
S1.1 Availability target
We will use reasonable endeavours to achieve 99.5% monthly availability of the core web application, measured monthly, excluding:
- planned maintenance notified in advance;
- emergency maintenance;
- outages caused by third parties outside our control (including hosting providers, carriers and connected third party services);
- outages caused by your systems, network, or misuse; and
- force majeure events.
Note: this is a target supported by reasonable endeavours, not a guaranteed service level with financial remedies. If you require a contractual service level with service credits, contact us to discuss an enterprise arrangement.
S1.2 Support
| Item | Commitment |
|---|---|
| Support channel | hello@opsflow.net.au and in-app |
| Support hours | Business days, 9:00am – 5:00pm AEST/AEDT |
| Critical issue (Service unusable, data at risk) — first response | Within 4 business hours |
| High issue (major function unusable, no workaround) — first response | Within 1 business day |
| Standard issue — first response | Within 3 business days |
Response times are for a first substantive response, not resolution. We do not commit to resolution times.
S1.3 Backups and disaster recovery
| Item | Current position |
|---|---|
| Database backups | Automated daily, retained 7 days |
| Point-in-time recovery | Not enabled (available as a paid upgrade) |
| Recovery point objective (RPO) | Up to 24 hours (daily backup cadence) |
| Recovery time objective (RTO) | Best effort, same business day |
| Hosting region (database and file storage) | AWS Sydney (ap-southeast-2), Australia |
| Restore testing | Documented rebuild-from-source procedure, tested at least annually |
S1.4 Data location
The primary database, file storage and application backend are hosted in Australia (Sydney). Some sub-processors process limited data outside Australia. Those are identified in the DPA and the Sub-processor List.