Terms of Service

1. Agreement

These Terms of Service ("Terms") constitute a binding legal agreement between Work Healthy Australia Pty Ltd (ABN 30 094 368 162) ("WHA", "we", "us") and the organisation or entity that has subscribed to the OccuSpan platform ("Client") and any authorised users acting on the Client's behalf ("Users").

By accessing or using OccuSpan, the Client agrees to these Terms. If you are accessing OccuSpan on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

These Terms are governed by the laws of New South Wales, Australia (see Section 9).

2. Permitted Use

OccuSpan is a B2B platform for the management and delivery of occupational health and safety programs by qualified OHS professionals within subscribing organisations. Access is limited to authorised Users provisioned by the Client.

Prohibited uses

The Client and its Users must not:

• Use OccuSpan to manage health data for individuals who are not workers or employees of the Client Organisation, or who have not been informed that their data is being managed in an OHS program.
• Allow line managers or supervisors to access individual health records, individual survey scores, or any personally identifiable occupational health data for workers they manage, except where those individuals have given explicit written consent.
• Attempt to re-identify de-identified or anonymised data produced by OccuSpan, or combine platform outputs with external datasets to identify individuals.
• Use AI-generated outputs (case management guidance, structured notes, knowledge base responses) as a substitute for clinical judgment, a clinical diagnosis, or a medical prescription.
• Upload materials that contain synthetic data designed to circumvent de-identification controls, or that are intended to exfiltrate or probe the platform's AI systems.
• Resell, sublicense, or provide access to OccuSpan to organisations that are not the subscribing Client without prior written approval from WHA.
• Attempt to access, reverse-engineer, or circumvent any security, authentication, or access-control mechanism of the platform.
• Use OccuSpan for any purpose that is unlawful under applicable Australian law or that violates an individual's rights under the Privacy Act 1988 (Cth) or equivalent state health records legislation.

3. Accounts and Access

The Client is responsible for managing User provisioning within its OccuSpan account, including granting and revoking role assignments. Each User must have an individual account; sharing credentials between Users is prohibited.

The Client must promptly revoke access for any User who leaves the organisation or whose role no longer requires access to OccuSpan. WHA is not liable for any data access occurring as a result of the Client's failure to revoke access in a timely manner.

Clinician Users who access patient records must hold current registration with the Australian Health Practitioner Regulation Agency (AHPRA) in the relevant health profession. The Client is responsible for verifying and maintaining evidence of current AHPRA registration for all clinician Users.

WHA reserves the right to suspend or terminate access to OccuSpan if we reasonably believe a User or the Client is in breach of these Terms, applicable law, or professional conduct obligations.

4. Subscription and Billing

OccuSpan is provided on an annual B2B subscription basis. All fees are invoiced annually in advance in Australian Dollars (AUD) and are due within 30 days of invoice date. WHA will provide a tax invoice compliant with Australian GST requirements.

Subscription fees are non-refundable, except where required by Australian Consumer Law. If WHA discontinues the OccuSpan service with less than 90 days' notice, we will refund a pro-rata portion of the annual fee for the unused period.

WHA may adjust subscription pricing at the time of annual renewal with not less than 60 days' written notice prior to the renewal date. Continued use of OccuSpan after the renewal date constitutes acceptance of the revised pricing.

Failure to pay invoices within 60 days of the due date may result in suspension of access pending payment.

5. Intellectual Property

WHA IP. All rights, title, and interest in and to the OccuSpan platform, including its software, clinical workflows, Inherent Requirements of the Job methodology, scoring algorithms, assessment frameworks, AI models, and documentation, are owned by WHA or its licensors. These Terms do not grant the Client any ownership interest in OccuSpan or any WHA IP.

Client data. The Client retains ownership of all data uploaded to OccuSpan by its Users, including worker health records, clinical encounter data, and knowledge base documents ("Client Data"). The Client grants WHA a limited, non-exclusive licence to process, store, and transmit Client Data solely as necessary to provide the OccuSpan service in accordance with these Terms and our Privacy Policy.

De-identified aggregate data. WHA may use de-identified, aggregated data derived from Client Data (from which no individual, organisation, or worksite can be identified) to improve the platform, develop population health benchmarks, and conduct research consistent with the primary purpose of occupational health program delivery. This right is subject to the applicable provisions of the Privacy Act 1988 (Cth).

7. Limitation of Liability

To the maximum extent permitted by Australian law (including the Australian Consumer Law where it applies):

• WHA's aggregate liability to the Client for any and all claims arising under or in connection with these Terms is capped at the total subscription fees paid by the Client to WHA in the 12 months immediately preceding the claim.
• WHA is not liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of revenue, loss of data, loss of business opportunity, or clinical outcomes arising from use of or reliance on OccuSpan outputs.
• WHA is not liable for any third-party AI model outputs, including outputs from the Claude API (Anthropic) or any other AI service integrated into OccuSpan.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under Australian Consumer Law, including liability for death or personal injury caused by negligence or for fraudulent misrepresentation.

8. Service Availability

WHA targets 99.9% uptime for OccuSpan, measured monthly, excluding scheduled maintenance windows. We will endeavour to schedule maintenance outside of AEST business hours and will provide advance notice where possible.

OccuSpan availability depends in part on third-party infrastructure providers (Supabase, Vercel, Anthropic, Voyage AI). WHA is not liable for downtime caused by third-party provider outages.

We do not guarantee that OccuSpan will be free from errors, security vulnerabilities, or interruptions. We will use reasonable commercial efforts to resolve confirmed platform defects in a timely manner.

9. Governing Law

These Terms are governed by the laws of New South Wales, Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales for any dispute arising out of or in connection with these Terms.

Before commencing formal proceedings, the parties agree to attempt good-faith negotiation for at least 30 days to resolve any dispute.

10. Changes to These Terms

WHA may update these Terms from time to time. For material changes, we will provide at least 30 days' written notice to account administrators before the updated Terms take effect. Notice will be delivered by email to the account administrator address on file.

Continued use of OccuSpan after the effective date of updated Terms constitutes acceptance. If the Client does not accept the updated Terms, it may terminate its subscription by providing written notice to WHA before the effective date; in that case, WHA will provide a pro-rata refund of prepaid subscription fees for the unused period.

11. Contact

For legal and contractual enquiries relating to these Terms: