Lantern has developed an electronic claims payment platform called LanternPay and agrees to provide you with access to LanternPay on the terms and subject to these conditions.

These Registered Plan Manager Service Terms and Conditions (PM Terms and Conditions) fall under and form part of the LanternPay User Agreement Terms, and together with the Order Form, Further Agreements and Policies constitute the full Agreement between you and Lantern. Your use of LanternPay constitutes acceptance of the Agreement, including these PM Terms and Conditions.

If you disagree with any part of the Agreement, please do not acquire or use LanternPay. If you have any questions on any part of the Agreement, you may contact us through the appropriate Contact section on our LanternPay Website.

1                  Definitions and Interpretation

1.1             The following definitions apply in this document:

Agency has the meaning given to that term in the NDIS Act;

Agency Guidelines means any guidelines issued by the Agency (including price guides);

Agreement means the agreement between you and Lantern including your enrolment in LanternPay, the LanternPay User Agreement, the Policies and these PM Terms and Conditions;

 

API means Lantern's proprietary application programming interface;

Applicable Laws means all legislation and subordinate legislation in force from time to time in Australia (including common law and equity as applicable from time to time);

Associated Entity has the meaning given to that term in section 50AAA of the Corporations Act 2001 (Cth);

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney, New South Wales, Australia;

Claim means a request for payment in respect of the Supports provided by the Provider to the Participant;

Confidential Information means in relation to a party, all information of a confidential nature, in any form whether tangible or not and whether visible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement and includes, without limitation, the terms of this Agreement, any information (including Personal Information) and material concerning the contractual or commercial dealings, financial details, products or services (current or proposed), customers, employees, internal policy, the Intellectual Property of a party or dealings under this Agreement, but does not include information or material which:

a)             is already in the public domain, or enters the public domain other than due to a breach of this Agreement;

b)             can be proven to be already known by the receiving party other than through any disclosure under this Agreement;

 

c)             is developed independently by a party;

d)             is obtained from a source other than the disclosing party or any of its Associated Entities or authorised representatives, where that source is entitled to disclose it without an obligation of confidence; or

e)             the disclosing party agrees may be disclosed.

Consequential Loss means a Loss that arises in circumstances where one party has breached a duty to the other, and which is indirect (for example, a loss of profits or earnings), but does not include loss that could not reasonably be considered as arising from the breach or which arises because of a failure by a party to mitigate the effect of that breach.

Corporations Act means the Corporations Act 2001 (Cth);

Data means in relation to a Transaction, any information in relation to a Participant and information about the nature of the treatment, services or goods provided by the Provider to the Participant in respect of which a Claim has been made;

Effective Date means the date that this Agreement is agreed to by you through your first use of LanternPay;

Fees means the fees payable for LanternPay, which we will notify you of and are subject to change from time to time;

Further Agreement means any terms and conditions between you and Lantern that are in addition to these Terms and Conditions and/or any Policies, but which relate your use of LanternPay. Further Agreement includes the LanternPay User Agreement.

Go-Live Date means the date on which LanternPay will be available for full use by you, as confirmed to you by Lantern in writing;

Insolvency Event means the occurrence of any one or more of the following events in relation to a party:

a)             it stops or suspends or threatens to stop or suspend payment of all or a class of its debts;

 

b)             it is insolvent within the meaning of section 95A of the Corporations Act;

c)             it must be presumed by a court to be insolvent by reason of an event set out in section 459C(2) of the Corporations Act;

d)             it fails to comply with a statutory demand (within the meaning of section 459F(1) of the Corporations Act);

e)             it has an administrator appointed or any step preliminary to the appointment of an administrator is taken;

f)             it has a controller (within the meaning of section 9 of the Corporations Act) or similar officer appointed to all or any of its property;

g)             it has proceedings commenced, a resolution passed or proposed in a notice of meeting, an application to, or order of, a court made or other steps taken against or in respect of it (other than frivolous or vexatious applications, proceedings, notices or steps) for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors, a class of them or any of them;

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semi- conductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world;

 

Lantern Pre-existing IPR means Lantern's Intellectual Property Rights existing prior to the Effective Date or subsequently brought into existence by itself, whether in the course of performing this Agreement or otherwise;

LanternPay means the payments solution offered by Lantern in accordance with this Agreement;

LanternPay for Plan Management means the version of the LanternPay platform that is for Plan Managers within the NDIS;

LanternPay User Agreement means the terms and conditions described as such between you and Lantern, and which are available on the Lantern Website. The LanternPay User Agreement terms and conditions (a) are the overarching terms applicable to the LanternPay Services generally, and

(b) are in addition to any applicable Policies and these specific PM Terms and Conditions.

Lantern Website means the Lantern website located at www.lanternpay.com;

Loss means any loss, damage, liability, charge, expense, outgoing or costs (including all legal and other professional costs on a full indemnity basis) of any nature or kind;

Modify means to add to, enhance, reduce, change, replace, vary or improve and Modification and Modified have corresponding meanings;

NDIA Portal means the portal maintained by the Agency accessible from https://www.ndis.gov.au/;

NDIS has the meaning given to the term "National Disability Insurance Scheme" in the NDIS Act;

 

NDIS Act means the National Disability Insurance Scheme Act 2073 (Cth), and where relevant the NDIS Quality and Safeguarding Framework;

NDIS Amount has the meaning given to the term in the NDIS Act;

NDIS Quality and Safeguarding Framework means a framework designed to ensure quality supports and safe environments for NDIS Participants, a summary of which may be found at https://www.dss.gov.au/disability-and- carers/programs-services/for-people-with-disability/ndis- quality-and-safeguarding-framework;

NDIS Rules means the legislative instruments made under the NDIS Act;

Non-excludable Australian Consumer Law means rights or guarantees you may have under Schedule 2 of the Competition and Consumer Act 2010 (Cth) (and any equivalent State or Territory legislation) or other rights in relation to the supply of goods or services (such as terms implied into a contract by the Australian Securities and Investments Commission Act 2001 (Cth) or any equivalent State or Territory legislation) that cannot lawfully be excluded;

Nominee means a person appointed as a "plan nominee" in accordance with section 86 of the NDIS Act;

Participant means each individual who has appointed you to manage the funding of Supports under the Participant's Plan and whose details have been entered into LanternPay by you;

Participant Data means Data in relation to a Participant which, subject to any applicable law (including privacy law) and/or any obligations of confidence or other contractual obligations to which Lantern is subject which limit, restrict or

 

prohibit Lantern's ability to do so, Lantern is able to transfer to you;

Personal Information has the meaning given to the term in the Privacy Act 1988 (Cth);

Plan has the meaning given to the term in the NDIS Act;

Plan Manager has the meaning given to the term "registered plan management provider" in the NDIS Act;

Plan Manager Interface means a front-end user experience provided by you for you and, or your Participants;

Plan Management Request has the meaning given to the term in the NDIS Act;

Policies mean the policies applicable to LanternPay made available on the Lantern Website, including Lantern’s Privacy Policy, or other policies otherwise provided by Lantern (as updated or amended from time to time);

Pre-existing Intellectual Property Rights means a company’s Intellectual Property Rights existing prior to the commencement of this Agreement or brought into existence outside the scope of this Agreement, and includes any improvements, enhancements, modifications or developments thereof.

Provider means an individual or entity who has provided Supports to a Participant;

Privacy Policy means the Lantern Privacy Policy available on the LanternPay Website, which sets out how Lantern will handle Personal Information

Records means records of the coordination of Supports including appointment schedules and other supporting documentation;

 

Registered Plan Management Provider has the meaning given to the term "registered plan management provider" in the NDIS Act;

Supports has the meaning given to that term in the NDIS Act;

Your Data means Data entered into LanternPay by you or provided to Lantern by you;

Your Responsibilities means the responsibilities set out in Schedule 1 that may be provided by you or your applicable service provider acting on your behalf;

Transaction means the submissions of a Claim in respect of the provisions of Supports by the Provider to a Participant by means of LanternPay; and

1.2             In this Agreement, unless the context requires otherwise:

a)             the singular includes the plural and vice versa

b)             the headings are used for convenience only and do not affect the interpretation of this Agreement;

c)             other grammatical forms of defined words or expressions have corresponding meanings;

d)             a reference to a document includes the document as modified from time to time and any document replacing it;

e)             if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;

f)             the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and anybody or entity whether incorporated or not;

 

g)             the word "month" means calendar month and the word "year" means 12 months;

h)             the words "in writing" include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;

i)             a reference to a thing includes a part of that thing;

j)             a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time

k)             wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "without being limited to";

l)             the word “you” and “your” means the Plan Manager entering into this agreement with LanternPay and, where required, any individual who is authorised by that Plan Manager to use LanternPay;

m)             money amounts are stated in Australian currency unless otherwise specified; and

n)             a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body.

1.3             These PM Terms and Conditions form part of the LanternPay User Agreement, which consist of:

a)             the Order Form;

b)             these PM Terms and Conditions;

 

c)             any Policies or document annexed to or incorporated by reference in the LanternPay User Agreement or these PM Terms and Conditions; and

d)             Further Agreements, including the LanternPay User Agreement.

1.4             If there is any inconsistency or conflict between the provisions of any of the documents listed in clause 1.3, the provisions of an earlier mentioned document will prevail to the extent of an inconsistency or conflict with the provisions of a document that is lower down in that list.

2.             Access to LanternPay

2.1             In accordance with the Further Agreements and in consideration of Lantern receiving the Fees and subject to the terms of this Agreement:

(a)             Lantern agrees to:

1.   provide you with access to LanternPay; and

2.   interface with the NDIA Portal on behalf of you on an agency basis in relation to your respective Participants.

(b)             Lantern hereby grants to you the right to access and use LanternPay in accordance with this Agreement.

2.2             Each of us as parties to this Agreement agree that our respective obligations under this Agreement are non- exclusive.

2.3             Each of us as parties to this Agreement may from time to time agree to:

(a)             develop an agreed statement in relation to the arrangement between the parties for use in internal and external communications;

 

(b)             prepare joint marketing materials and make joint presentations at seminars, meetings and industry events; and

(c)             explore joint media/PR opportunities to promote the services of the parties.

2.4             Notwithstanding clause 2.3 above, you agree that:

a)             Lantern may use your corporate name and logo and/or trademark without further notice or consent by you in marketing materials (including internet websites), provided that such use relates only to the fact that you are using LanternPay and you have not withdrawn your consent in writing; and

b)             Such materials may be developed, disseminated and used by Lantern without your prior review. Any other use by Lantern of your corporate name and logo and/or trademark, will require your consent.

3.             Services and Appointment

3.1             Lantern will provide you LanternPay as set out in this Agreement.

3.2             You hereby appoint Lantern as your agent for the limited purposes of interacting with the NDIA Portal.

3.3             You acknowledge and agree that:

(a)             LanternPay is offered to you as an existing, multi- scheme platform which has not been developed specifically for you or the NDIS and that any development of LanternPay may be undertaken at the discretion of Lantern; and

(b)             where you have entered into services that may supplement or reference the LanternPay Services set out in this Agreement (including customer relationship management services), those separate services are between you and the relevant service provider. Accordingly, LanternPay has no obligation in relation to the acts or omissions of that service

 

provider, including if that service provider ceases operations or otherwise stops or fails to provide the relevant services to you.

3.4             Lantern agrees, in the event of any changes to:

a)             Agency claims lodgement and management processes;

b)             Plan Manager access to the NDIA Portal; or

c)             Provider access to the NDIA Portal;

to make reasonable efforts to ensure continuity of operations for Participants and give you reasonable notice of any changes that need to be communicated to Participants.

4.             Your Responsibilities

4.1             You (yourself or through your third-party service provider acting on your behalf) will comply with Your Responsibilities.

4.2             You acknowledge and agree that Lantern's responsibilities and obligations under this Agreement do not include Your Responsibilities.

4.3             You acknowledge that Lantern may be unable to comply with its obligations under the Agreement which are dependent on Your Responsibilities having been performed or on the Agency. If Lantern demonstrates to you that it is unable to comply with an obligation under the Agreement which is dependent upon one or more of Your Responsibilities being performed or on the Agency, Lantern will be excused and will not be liable for its failure or delay to perform Your responsibilities or failure to comply or delay in complying with an obligation, except to the extent of Lantern's fraud, negligence or misconduct (or the fraud, negligence or misconduct of Lantern's officers, employees, contractors and agents). Where the obligation is a timeframe required to be met under the Agreement, you agree to adjust the timeframe and any dependant timeframe

 

by such period as is reasonable in the circumstances to reflect the delay.

4.4             The parties agree that nothing in this Agreement represents an assumption of the other party's risk with respect of its compliance obligations under the legislation and regulations relevant to the NDIS.

5.             Fees and GST

5.1             In consideration for Lantern providing access to LanternPay, you agree to pay Lantern the Fees. Fees exclude GST and will be paid monthly in arrears from the Go Live Date.

5.2             Fees will be debited from your nominated bank account, pursuant to the terms of the LanternPay Direct Debit Service Agreement.

5.3             In the following clauses of this clause 5:

a)             GST Law has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and

b)             terms used in this clause which are not defined in this Agreement, but which are defined in the GST Law, have the meanings given in the GST Law.

5.4             Unless otherwise stated in this Agreement, amounts payable, and consideration to be provided, under any other provision of this Agreement exclude GST. If GST is payable on a supply made in connection with this Agreement, the recipient must pay the party making the supply (supplier) an amount equal to the GST payable on that supply at the time the recipient pays or provides any part of the consideration for the supply. The supplier must give a tax invoice to the recipient no later than the time when the recipient is required to pay or provide any part of the consideration for the supply.

 

If an adjustment event arises in connection with a supply made in connection with this Agreement:

a)             the supplier must recalculate the GST payable to reflect the adjustment event;

b)             the supplier must give the recipient an adjustment note as soon as reasonably practicable after the supplier becomes aware of the adjustment event; and

c)             the adjustment amount must be paid without delay either by the recipient to the supplier or by the supplier to the recipient as the case requires.

5.5             Where a party (first party) must pay to another party (other party) an outgoing of the other party, the amount payable is the sum of:

a)             the amount of the outgoing less any input tax credit in respect of it to which the other party, or its GST Business representative member, is entitled; and

b)             if the amount payable is subject to GST, an amount equal to that GST.

6.             Undertakings

6.1             You undertake to Lantern to:

a)             (objectives) uphold the objectives of the NDIS Act in providing plan management

b)             Support and work with Participants to achieve individual outcomes;

c)             (good faith) act in good faith and in the best interests of each Participant ensuring that Participants are informed, empowered and able to maximise choice and control;

 

d)             (managing conflicts of interest) proactively manage perceived and actual conflicts of interest, including through the development and maintenance of organisational policies which must specify how the organisation will ensure your organisational or ethical values do not impede a Participant's right to choose, manage, document and report on individual conflicts as they arise and ensure that advice to a Participant about support options is transparent and promotes choice and control;

e)             (equality of treatment) have in place governance arrangements that ensure that all Participants are treated equally and that no Participant is given preferential treatment above another in the receipt or provision of service;

f)             (gifts, benefits and commissions) not accept any offer of money, gifts, services or benefits that would cause them to act in a manner contrary to the interests of a Participant and not have any financial or other personal interest that could directly or indirectly influence or compromise the choice of Provider or the provision of Supports to a Participant (including obtaining or offering any form of commission);

g)             (notification) notify Lantern urgently and in any event within [3] Business Days if you are no longer authorised to provide plan management Supports on behalf of a Participant, if a Participant's Plan or the relevant Plan Management Request is suspended, amended or replaced or a Participant stops being a Participant (as that term is defined in the NDIS Act) in the NDIS;

h)             (compliance with laws) comply at all times with the NDIS Act, NDIS Rules, Agency Guidelines and policies issued by the Agency and all Applicable Laws both in the coordination of Supports for a Participant, in exercising your rights and fulfilling your obligations under this Agreement and the collection, storage, use, disclosure and security practices in relation to Data;

 

i)             (compliance with directions) comply with any directions of the NDIS in relation to the provision of plan management Supports from time to time;

j)             (information) provide such information in relation to the plan management Supports, the organisation's authority to act on behalf of a Participant, policies for the management of perceived and actual conflicts of interest and suitability to act as Plan Manager as may reasonably be required by Lantern from time to time;

k)             (records) maintain adequate Records of the plan management Supports (for at least 6 years or such longer period required by law) and provide to Lantern such Records and additional information as may be required from time to time;

l)             (complaints) maintain clear and accessible complaints handling and dispute resolution processes and maintain records of complaints for at least 6 years or such longer period as required by law;

m)             (access) if requested by the Agency, give the Agency or any person authorised by the Agency access to premises where Records associated with the plan management Supports for Participants are stored and allow those persons to inspect and copy all Records associated with the plan management Supports for Participants and provide all reasonable assistance requested by those persons including making available all Records relating to the plan management Supports for Participants at the organisation's registered office or the organisation's principal place of business or  other place as agreed; and

n)             (representations) you will only make representations relating to LanternPay which are consistent with representations made by Lantern.

 

6.2             You undertake to Lantern that you will not:

a)             (payments) seek payment or allow or direct any third party to seek payment of NDIS Amounts from the Agency in relation to Supports in respect of which Lantern has been appointed to manage the funding;

b)             (copyright) remove, alter or obscure any disclaimer or notice, or any restricted right legend, trademark, copyright or other ownership right legend appearing in the LanternPay screen or any print-out from Lantern;

c)             (derivative works) copy, modify, or create derivative works based on LanternPay except to the extent expressly permitted by this Agreement, or by law;

d)             (reverse engineer) reverse engineer, reverse compile, decompile or disassemble the object code of any part of LanternPay or otherwise attempt to derive the source code of LanternPay except to the extent permitted by law; and/or

e)             (reputation) act in a way that disparages Lantern or otherwise make any statement which might reasonably be expected to adversely affect the reputation, image or sales of Lantern or LanternPay.

7.             Data

Lantern will notify you upon becoming aware of material and unauthorised access to, disclosure of or loss of Personal Information comprised in Your Data, including in accordance with Applicable Laws. Lantern will otherwise, comply with the privacy obligations set out in the Privacy Policy.

8.             Intellectual Property

8.1             No Pre-existing Intellectual Property Rights of either party are assigned or otherwise transferred unless agreed separately in writing by the parties.

 

8.2             For clarity, you agree that all rights, title and interest (including Intellectual Property Rights) in LanternPay will remain vested in Lantern, and Lantern’s ownership of all rights, title and interest in the Lantern Pre-existing Intellectual Property Rights extends to any modifications, developments or enhancements of such Lantern Pre-existing Intellectual Property Rights developed or created during the term of this Agreement (including the development of any LanternPay functionality).

9.             Confidentiality

9.1             The parties acknowledge that the Confidential Information of the other is valuable to it. Each party undertakes to keep the Confidential Information of the other secret and confidential and to protect and preserve the confidential nature and secrecy of that Confidential Information.

9.2             A recipient of Confidential Information may use the Confidential Information of the discloser for the purposes of performing its obligations under this Agreement.

9.3             A recipient must:

a)             not disclose the Confidential Information of the discloser to any person except if permitted by this Agreement; and

b)             not assist or permit any person (including its authorised representatives) to make any unauthorised use, disclosure or reproduction of the other party's Confidential Information.

9.4             A recipient may disclose Confidential Information of the discloser:

a)             to its shareholders, Associated Entities, the recipient's, its shareholder's or its Associated Entities' Personnel and

 

their actual or prospective financiers or professional advisors or third-party service providers on a "need to know" basis;

b)             if it is required to do so by law, reporting requirements or by any regulatory body or recognised stock exchange on which its or its holding company's securities are listed; or

c)             to any other person with the discloser's prior written consent.

Before doing so, the recipient must ensure that those persons are aware of the confidential nature of the Confidential Information and are bound by reasonable obligations of confidentiality.

10.             Representations and Warranties

10.1             You represent and warrant to Lantern that:

a)             (power and authority) you have been duly authorised to act as Registered Plan Management Provider on behalf of each Participant whose details it enters into LanternPay;

b)             (Transactions)

1.   any Transactions entered into LanternPay, any Transactions authorised, accepted or otherwise approved in LanternPay and any claims for the reimbursement of Supports entered into LanternPay by you are for Supports which are entitled to be funded under the NDIS and which have been provided in accordance with NDIS Act, the NDIS Rules and all relevant Agency Guidelines; and

2.   the particulars of any Transactions entered into LanternPay, any Transactions authorised, accepted or otherwise approved in LanternPay and any claims for the reimbursement of Supports entered by you into LanternPay are true and correct;

 

c)             (applicable laws) you will comply with all applicable privacy, consumer and other laws and regulations with respect to your:

1.   provision, use and disclosure of the Data;

2.   dealings with the users providing the Data; and

3.   use of LanternPay;

d)             (power)

1.   you have all requisite corporate or other power to enter into this Agreement and to carry out the terms of this Agreement;

2.   if you are a corporation, all corporate action on the part of you, its officers, board of directors and shareholders necessary for the performance of its obligations under this Agreement has been taken;

3.   this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with the terms hereof;

4.   if you are a corporation, then you are a corporation in good standing in its jurisdiction of incorporation;

5.   you have read the entire Agreement and desires to be bound thereby; and

6.   you have had the opportunity to consult with counsel of your own choosing; and

e)             (no representations) except as expressly set forth herein, you acknowledge that Lantern does not provide legal or tax advice in relation to this Agreement (including in relation to its legal and tax impact on you or its suitability for your particular circumstances) and that you should seek their own advice in relation to such matters.

10.2             Lantern represents and warrants to you that:

 

a)             (power and authority) it has full power and authority to enter into the Agreement and to perform its obligations under the Agreement;

b)             (applicable laws) it shall comply with all applicable laws relating to the performance of the agreement and in particular all privacy, consumer and other laws and regulations with respect to its:

1.   collection, use and disclosure of the Data; and

2.   dealings with the users providing the Data;

c)             (Intellectual Property) it has all necessary Intellectual Property Rights required to perform its obligations under the Agreement, including third party Intellectual Property Rights; and

d)             (Performance) it will perform its obligations under the Agreement in a professional manner in accordance with industry standards.

11.             Term, Suspension and Termination

11.1             In addition to the suspension rights set out in the LanternPay User Agreement, Lantern may immediately suspend and/or terminate access to LanternPay without prior notice where:

a)             Lantern considers that there is a security, service or other integrity risk to LanternPay; or

b)             Lantern considers that it must do so in order to comply with any Applicable Laws or Australian government agency statement or request (whether Commonwealth, State or local government).

 

11.2             In addition to the termination rights set out in the LanternPay User Agreement, Lantern may (acting reasonably and having regard to its legitimate business interests and regulatory obligations) terminate this Agreement:

a)             With immediate effect if you breach any term of this Agreement that cannot be remedied, or you otherwise do not remedy the breach within 10 Business Days of our notice of the breach;

b)             if you are the subject of or suffer an Insolvency Event; and

c)             at any time by giving 30 days' prior written notice to the address listed on your account.

11.3             In addition to the termination rights set out in the LanternPay User Agreement, you may terminate these is Agreement:

a)             if Lantern is the subject of or suffers an Insolvency Event;

b)             with immediate effect if Lantern breaches this Agreement and such breach cannot be remedied or Lantern cannot otherwise remedy the breach within 10 Business Days of your notice to Lantern of the breach; and

c)             at any time by giving 30 days prior written notice to support@lanternpay.com.

11.4             Each party shall bear its own costs in relation to any termination.

11.5             In the event of termination by either party, each party agrees to co-operate in good faith to support an orderly disengagement.

12.             Limitation of Liability

 

12.1             You agree and acknowledge that:

a)             except for those required under any Non-excludable Australian Consumer Law and those set out in this Agreement, Lantern makes no warranties or representations about LanternPay or its accuracy, reliability, completeness, currency, or ability to achieve any purpose;

b)             Lantern does not warrant that you will have continuous access to LanternPay;

c)             Lantern is not liable if LanternPay is unavailable for any reason except to the extent referred to in clause 12.5;

d)             Lantern is not the supplier of goods or services and is not liable for any claims in relation to the goods or services, including their quality, merchantability or fitness for any particular purpose;

e)             Lantern is not responsible for any instructions that you provide via LanternPay and is not responsible for detecting any errors in your instructions; and

f)             Lantern has no control over the quality, safety or legality of any items sold by a Provider.

12.2             Lantern will not be liable to you for:

a)             any Consequential Loss, damage or costs incurred by you; or

b)             any loss or damage of any kind resulting from or in connection with breach of a term, condition or warranty that may be implied into this Agreement except for liability under Non-excludable Australian Consumer Law;

in each case, including any loss arising out of or in connection with LanternPay or this Agreement.

 

12.3             To the extent permitted by law, where Lantern's liability is not excluded, Lantern's liability for a claim arising out of this Agreement or LanternPay is limited to providing LanternPay again.

12.4             You acknowledge and agree that you are responsible for the accuracy of any Transaction entered into LanternPay and any Transaction authorised, accepted or otherwise approved in LanternPay and that Lantern may rely on any such entry, authorisation, acceptance or approval as an instruction to make payment. In the event the representations provided in respect of any Transaction are incorrect or inaccurate, you must arrange for the amount of any Claim in respect of any such Transaction to be returned, refunded or reimbursed to Lantern within 10 Business Days of you becoming aware or otherwise being notified of the error or inaccuracy.

12.5             The limitation of liability contained in this clause 12, does not operate to the extent of Lantern's fraud, negligence or misconduct (or the fraud, negligence or misconduct of our officers, employees, contractors and agents) and will not be relied on by Lantern if it would be unfair or unreasonable to do so.

13.             Indemnity

13.1             In addition to the indemnity set out in the LanternPay User Agreement, you indemnify, and will keep indemnified, Lantern against the amount of any Loss which Lantern pays, suffers, incurs or is liable for arising from any negligent act or omission by you in relation to providing plan management Supports.

13.2             Your liability to indemnify Lantern under all indemnities will be reduced to the extent to which any Loss arises out of any fraud, negligence or misconduct of Lantern, its officers, contractors, agents or employees or a third party.

13.3           You will be not be liable to Lantern for:

a)             any Consequential Loss, damage or costs incurred by Lantern; or

 

b)             any loss or damage of any kind resulting from or in connection with breach of a term, condition or warranty that may be implied into this Agreement except for liability under Non-excludable Australian Consumer Law.

14.             General

14.1             Any provision of this Agreement which is invalid in any jurisdiction must, in relation to that jurisdiction:

a)             be read down to the minimum extent necessary to achieve its validity, if applicable; and

b)             be severed from this Agreement in any other case,

without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.

14.2             Each party must pay its own legal costs of and incidental to the preparation and completion of this Agreement.

14.3             The Agreement and any other documents, information, statements, notifications, notices or other communications (“Relevant Communications”) in relation to your account and/or your use of LanternPay may be provided to you by electronic means. You agree to receive all communications from us by electronic means and that Relevant Communications will be made available on the Lantern Website.

 

14.4             Unless this Agreement expressly provides otherwise, nothing in this Agreement may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.

14.5             You may not transfer or assign any of your rights or obligations under this Agreement without the prior written consent of Lantern. Lantern may, acting reasonably and having regard to its legitimate business interests, assign or otherwise transfer any rights or obligations under this Agreement at any time, but in such event will remain obligated to provide access to LanternPay in the same manner as described in these PM Terms and Conditions.

14.6             Lantern may, acting reasonably having regard to its legitimate business interests and regulatory obligations, amend these Terms and Conditions and/or Policies from time to time by posting a revised version of such Terms and Conditions and/or Policies to the relevant LanternPay App and/or LanternPay Website and sending you an email notification. By continuing to use LanternPay after any amendments to the Terms and Conditions and/or Policies, you agree to abide and be bound by any such changes. If you do not agree with any changes made to the Terms and Conditions and/or Policies, you must terminate the Agreement by closing your Account and ceasing to use LanternPay.

Schedule 1

Your Responsibilities

Your Responsibilities include the responsibilities set out below.

a)             (maintain a Plan Manager Interface) relying on relevant Lantern APIs, ensure you (yourself or through your service provider) have a Plan Manager Interface.

b)             (client relationship management) undertaking client relationship functions including Participant sourcing, advice

 

and enablement, Provider engagement on behalf of the Participant and authorisation of invoices.

c)             (client information sourcing) establishing key client information including Plan managed budget breakup and verifying the identity of the Participant and Nominee (as applicable) including reviewing identification and authority.

d)             (Plan establishment) establishing the Plan Manager relationships for you with Participants, guidance on basics of Plan, establishing budget components and getting started.

e)             (Provider engagement) assisting Participants to find, engage and book appropriate Providers, services and consumable items to achieve their goals, establishing service agreements and obtaining referrals and quotes.

f)             (Invoices and Data) collecting invoices and entering relevant Data for payment if an invoice is sent by email (including by way of a PDF attachment) or hard copy in the post, receiving Data from Providers and enter the relevant invoice Data into LanternPay for payment.

g)             (authorising invoices submitted by

Providers) authorising invoices submitted by Providers and seek authorisation from the relevant Participant (where required).

h)             (NDIS Plan changes, reviews and Provider

quotes) assisting Participants with NDIS budget changes (for example, within core supports), annual or ad hoc Plan reviews and managing Provider quotes to the Agency and informing Lantern of any Plan changes and quote approval.