Terms of Service

1. Agreement and parties

These Terms of Service ("Terms") form a legally binding agreement between AgenticX Australia (ABN: 27 680 398 305) ("we", "us", "NoteGate") and the organisation that subscribes to the NoteGate platform ("you", "Subscriber", "Provider").

By subscribing to NoteGate, creating a workspace, or using the platform, you agree to these Terms on behalf of your organisation. The individual completing registration warrants that they have authority to bind the organisation.

These Terms are governed by the laws of Queensland, Australia.

2. The service

NoteGate provides a cloud-based shift note quality gate for Australian NDIS disability support providers, aged care providers, and DVA community service providers. The service includes:

• AI-assisted validation of shift notes against participant-specific clinical rules
• Quality scoring across five dimensions (completeness, specificity, goal alignment, risk documentation, handover)
• Supervisor review queue and approval workflow
• PDF and plain text export of validated notes
• Document upload and clinical rule extraction
• Worker and participant management tools

We reserve the right to modify, add, or remove features with reasonable notice. Material changes that reduce core functionality will be communicated at least 30 days in advance.

3. Subscriptions and billing

3.1 Plans and pricing

NoteGate is offered on a per-participant, monthly subscription basis. Current pricing is available at notegate.com.au/pricing. All prices are in Australian dollars (AUD) and exclude GST where applicable.

3.2 Billing

Subscriptions are billed monthly in advance via Stripe. Payment is due on the subscription renewal date. Failed payments result in a 7-day grace period before service suspension. We will notify you by email at least 3 days before suspension.

3.3 Participant count

For per-participant tiers (Starter, Growth, Scale, Enterprise), you are responsible for reporting the accurate number of active participants at the start of each billing period. Active participants are those for whom shifts have been recorded in the preceding 30 days.

3.4 Cancellation and refunds

You may cancel your subscription at any time via the billing portal. Cancellation takes effect at the end of the current billing period — you retain access until then. We do not provide refunds for partial billing periods except where required by Australian Consumer Law.

3.5 GST

NoteGate is a GST-registered Australian business. Where applicable, GST will be added to subscription invoices. Tax invoices are provided automatically via Stripe.

4. Your responsibilities

As a subscriber, you agree to:

• Authorised use only — use NoteGate only for lawful NDIS, aged care, and DVA documentation purposes within Australia
• Accurate information — ensure participant profiles, clinical documents, and shift note data are accurate
• Access controls — maintain appropriate access controls; do not share login credentials between workers
• Compliance — remain responsible for your own compliance with the NDIS Act 2013, Aged Care Act 2024, Veterans' Entitlements Act 1986, Military Rehabilitation and Compensation Act 2004, Privacy Act 1988, and all applicable practice standards and quality frameworks
• Supervision — NoteGate validation scores do not replace clinical supervision. Supervisors must exercise independent professional judgement when approving notes.
• Incident reporting — NoteGate facilitates SIRS documentation fields but does not replace your obligations to report incidents directly to regulators within required timeframes
• No prohibited use — do not attempt to reverse-engineer, scrape, or exploit the platform; do not upload content that violates any law or the rights of others

5. Data ownership and processing

5.1 Your data

You own all participant data, clinical documents, and shift note content you upload or create on NoteGate. We do not claim ownership of your data.

5.2 Our processing

You grant us a limited, non-exclusive licence to process your data solely for the purpose of providing the NoteGate service. This includes transmitting tokenised (de-identified) note content to our AI validation engine.

5.3 No AI training

We will never use your data — including participant information, clinical documents, shift note content, or validation results — to train, fine-tune, or evaluate any AI model. This prohibition extends to our AI provider (Anthropic) under our Zero Data Retention agreement.

5.4 Data on termination

On cancellation, you may request an export of your data within 90 days. After 90 days, subscriber data is deleted from active systems. Shift note records may be retained for 7 years to meet statutory record-keeping obligations unless you provide written confirmation that retention is not required.

6. AI use and limitations

NoteGate uses artificial intelligence to score and validate shift notes. You acknowledge and agree:

• AI validation scores are advisory — they reflect quality against configured rules, not legal compliance determinations
• A note that passes NoteGate validation (score ≥ 80) does not guarantee regulatory compliance
• AI systems can make errors — supervisors must exercise independent judgement
• NoteGate AI does not author, generate, or fabricate clinical content — it evaluates content written by your workers
• We are not liable for any regulatory finding, audit outcome, or funding decision arising from the use or reliance on NoteGate validation scores

7. Intellectual property

NoteGate™ is a registered trademark of AgenticX Australia. All software, algorithms, validation logic, scoring models, user interface designs, and documentation are the intellectual property of AgenticX Australia and are protected by Australian copyright law.

You may not copy, modify, distribute, sell, or sublicence any part of the NoteGate platform without our prior written consent.

Your data, participant profiles, and clinical documents remain your intellectual property.

7.1 Prohibited uses of the NoteGate API

By accessing the NoteGate integration API, you agree that you will not:

• Probe, scan, or test the NoteGate API to reverse engineer its validation logic, scoring algorithm, or field mapping methodology
• Use the API to build a competing product that replicates NoteGate's validation, scoring, or clinical documentation quality methodology
• Share API credentials, response schemas, or integration documentation with third parties without written consent from AgenticX Australia
• Use automated tools to enumerate API endpoints, error responses, or timing characteristics for the purpose of reverse engineering
• Circumvent or attempt to circumvent rate limits, authentication, or access controls on the NoteGate API
• Submit synthetic, fabricated, or test data through the live API at scale for the purpose of mapping the validation engine behaviour

7.2 API intellectual property

The NoteGate validation methodology, scoring algorithm, clinical documentation rules engine, field mapping layer, and AI prompt architecture are proprietary intellectual property of AgenticX Australia. Access to the API does not grant any licence to this intellectual property beyond what is necessary to integrate with NoteGate as a validation service.

8. Confidentiality

Each party agrees to keep the other's confidential information confidential and not to disclose it to third parties without consent. NoteGate's confidential information includes pricing terms, system architecture, validation algorithms, and technical documentation.

Your confidential information includes participant data, clinical documents, and any information you designate as confidential. We handle your confidential information in accordance with our Privacy Policy.

9. Warranties and disclaimers

We warrant that:

• We will provide the service with reasonable care and skill
• We will store your data in Australia (AWS ap-southeast-2) as described in our Data Sovereignty policy
• We will not use your data to train AI models

We do not warrant that:

• The service will be error-free or uninterrupted
• Validation scores guarantee regulatory compliance
• The service is a substitute for clinical supervision or legal advice

To the extent permitted by Australian Consumer Law, all other warranties are excluded.

10. Limitation of liability

To the maximum extent permitted by law, our total liability to you for any claim arising from or related to NoteGate is limited to the total subscription fees paid by you in the 12 months preceding the claim.

We are not liable for indirect, consequential, or incidental loss, including loss of revenue, loss of funding, or regulatory penalties, arising from use of or inability to use the service.

Nothing in these Terms limits liability for death, personal injury, fraud, or any liability that cannot be excluded under Australian Consumer Law.

11. Suspension and termination

We may suspend or terminate your access if:

• Payment is overdue and remains unpaid after the 7-day grace period
• You breach these Terms and fail to remedy the breach within 14 days of written notice
• We are required to do so by law or a regulatory authority
• Continued provision would expose us or third parties to legal liability

You may terminate your subscription at any time via the billing portal. On termination, your access ceases at the end of the current billing period.

12. Changes to this agreement

We may update these Terms from time to time. We will notify you by email at least 30 days before material changes take effect. Continued use of NoteGate after the effective date constitutes acceptance of the updated Terms.

Minor clarifications that do not affect your rights may be made without prior notice.

13. Governing law

These Terms are governed by the laws of Queensland, Australia. Any dispute will be subject to the exclusive jurisdiction of the courts of Queensland, Australia. If a dispute cannot be resolved by negotiation, the parties agree to attempt mediation before commencing proceedings.

14. Contact