Terms of service.
The agreement that governs your organisation's use of the ori.tools platform.
Last updated 31 May 2026
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About these terms
These Terms of Service (“Terms”) govern your organisation's access to and use of the ori.tools platform and its modules (the “Service”), operated by Matthew25 AI Pty Ltd (ACN 692 319 476), trading as ori.tools (“ori”, “we”, “us”).
ori.tools is a business-to-business service provided to aged-care and related provider organisations (each, a “Customer”). By creating an organisation, subscribing, or otherwise using the Service, the Customer agrees to these Terms. The individual who accepts these Terms warrants that they are authorised to bind the Customer organisation.
These Terms incorporate our Privacy Policy. Where we have signed a separate written agreement or Data Processing Agreement with a Customer, that agreement prevails to the extent of any inconsistency.
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Definitions
- Customer Data: all data, documents and content the Customer or its Authorised Users submit to the Service, including resident, care, compliance and operational records
- Authorised Users: individuals the Customer permits to access the Service under its account (for example staff and administrators)
- Subscription: the plan, module add-ons and billing period the Customer selects
- Output: AI-generated summaries, gap analyses, search results, transcriptions and other material the Service produces from Customer Data
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The Service & your account
Subject to these Terms and payment of applicable fees, we grant the Customer a non-exclusive, non-transferable right to access and use the Service for its internal business purposes during the Subscription.
- The Customer is responsible for configuring its organisation, inviting Authorised Users, and assigning their roles and permissions
- The Customer is responsible for all activity under its account and for keeping account credentials secure; we recommend enabling multi-factor authentication
- The Customer must ensure its Authorised Users comply with these Terms
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Acceptable use
The Customer and its Authorised Users must not:
- Use the Service in breach of any law, or to store or transmit unlawful, infringing or harmful material
- Attempt to gain unauthorised access to the Service, other customers’ data, or our systems
- Reverse engineer, copy, resell, or create a competing product from the Service or its underlying technology
- Circumvent usage limits, security controls, or tenant-isolation boundaries
- Upload malicious code or interfere with the integrity or performance of the Service
We may investigate suspected breaches and suspend access where reasonably necessary to protect the Service or other customers.
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Subscriptions, fees & billing
- Fees are charged according to the plan and module add-ons the Customer selects, and are billed by recurring tax invoice for each subscription period
- Unless stated otherwise, subscriptions renew automatically for successive billing periods until cancelled, with an invoice issued for each renewal
- Invoices are payable by the due date stated on the invoice. Fees are stated exclusive of GST and other applicable taxes, which are added where required
- We may change fees on reasonable notice, with changes taking effect at the start of the next billing period
- If an invoice is not paid by its due date, we may suspend or limit access until the amount owing is paid
Where a free trial is offered, the Service may be used during the trial without charge; at the end of the trial the Customer must subscribe to a paid plan to continue using paid features.
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Cancellation & refunds
The Customer may cancel its Subscription at any time, effective at the end of the current billing period.
- Fees already paid are generally non-refundable, and cancellation does not entitle the Customer to a refund for the remainder of the current period
- Nothing in this section limits any non-excludable rights the Customer may have under the Australian Consumer Law
- On cancellation, the data-handling and export provisions in “Suspension & termination” and our Privacy Policy apply
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Your data & our intellectual property
- Customer Data: the Customer owns its Customer Data. The Customer grants us a limited licence to host, process and display it solely to provide and support the Service, as described in our Privacy Policy
- Our IP: we own all rights in the Service, its software, models, templates, content libraries and branding. Nothing in these Terms transfers ownership of our intellectual property to the Customer
- Feedback: if the Customer gives us suggestions or feedback, we may use it to improve the Service without restriction or obligation
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AI-generated output — not professional advice
The Service uses artificial intelligence to assist with compliance, gap analysis, summarisation and related tasks. Output is assistive and informational only. It is not legal, clinical, regulatory or professional advice and does not guarantee that the Customer will pass an audit or accreditation, or that the Customer complies with the Aged Care Act, the Aged Care Quality Standards, or any other law or standard.
The Customer remains solely responsible for reviewing Output, exercising its own professional judgement, and meeting its own regulatory and care obligations. The Customer should not rely on Output as a substitute for qualified advice. AI Output may contain errors or omissions.
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Privacy & data processing
For Customer Data, the Customer is the data controller and ori is the data processor, acting on the Customer's instructions. We handle personal and health information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth). Resident, care and operational data — including health information — is stored in Australia. Customers handling health information should ensure they have any consents and authorisations required to provide that data to us.
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Confidentiality
Each party may receive confidential information of the other. Each party will protect the other's confidential information using reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and contractors who need it and are bound by similar obligations, or as required by law. Customer Data is the Customer's confidential information.
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Service availability
We use reasonable efforts to keep the Service available and to perform maintenance with minimal disruption, but the Service is provided without a guaranteed uptime or service-level commitment unless we have agreed one with the Customer in writing. We may make changes to the Service from time to time, and will not materially reduce core functionality the Customer pays for without reasonable notice.
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Warranties & disclaimers
To the maximum extent permitted by law, the Service and Output are provided “as is” and “as available”, and we exclude all implied warranties, including merchantability and fitness for a particular purpose.
Certain rights and guarantees under the Australian Consumer Law cannot be excluded. Nothing in these Terms excludes, restricts or modifies those non-excludable guarantees. Where we are permitted to limit our liability for a breach of a non-excludable guarantee, our liability is limited, at our option, to re-supplying the relevant service or paying the cost of having it re-supplied.
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Limitation of liability
To the maximum extent permitted by law, and subject to the Australian Consumer Law provisions above:
- Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill or data
- Our total aggregate liability arising out of or in connection with the Service and these Terms is capped at the total fees paid by the Customer in the 12 months before the event giving rise to the liability
- These limits do not apply to liability that cannot be limited by law
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Indemnity
The Customer indemnifies us against claims, losses and costs arising from the Customer's breach of these Terms, its misuse of the Service, or its Customer Data infringing the rights of a third party or breaching any law — except to the extent caused by our own breach or negligence.
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Suspension & termination
- Either party may terminate for material breach that is not remedied within 30 days of written notice
- We may suspend or limit access for non-payment, or where reasonably necessary to address a security risk or unlawful use
- On termination, the Customer’s right to use the Service ends
We will not unilaterally destroy a Customer's Customer Data on a subscription lapse or termination short of a written deletion instruction. The Customer may export its Customer Data within the window described in our Privacy Policy, after which access is revoked while data is retained in accordance with that policy and the Customer's own record-keeping obligations.
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Changes to these terms
We may update these Terms from time to time. Where changes are material, we will give reasonable notice (for example by email or in-app notice). Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.
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Governing law & disputes
These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales. Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through discussion.
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Contact
Questions about these Terms can be sent to jordy@matthew25.ai.