TERMS AND CONDITIONS OF USE
1. About Kernl
(a) Welcome to Kernl. Kernl is an AI native operating system for care and support providers working across the Human Services sectors. (Services).
(b) These Terms and Conditions of Use apply to your use of Kernl, including the Kernl worker app, compliance and reporting tools, and any other features, software applications, or websites provided as part of the Kernl service offering (collectively, the “Services”).
(c) These Services are operated by Kernl Pty Ltd (ACN 685 599 580). Access to and use of the Website, or any of its associated Products or Services, is provided by Kernl Pty Ltd. Please read these terms and conditions (Terms) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.
(d) Kernl Pty Ltd reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Kernl Pty Ltd updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
(e) Kernl Pty Ltd may, from time to time, make changes to the Services to maintain or improve functionality, ensure legal compliance, or reflect business needs. Where changes materially impact the availability or functionality of the Services you have paid for, Kernl will use reasonable efforts to notify you in advance.
2. Acceptance of the Terms
You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Kernl Pty Ltd in the user interface.
3. Registration to use the Services
(a) In order to access the Services, you must first register for an account through the Website (Account).
(b) As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
(i) Email address
(ii) Preferred username
(iii) Mailing address
(iv) Telephone number
(v) Password
(c) As part of the registration process, or as part of your continued use of the Services you may be required to provide accurate and complete information about your organisation. This may include, but is not limited to:
(i) your organisation’s legal name
(ii) business registration details
(iii) contact information
(iv) organisational data required to perform the services
(d) You warrant that any information you give to Kernl Pty Ltd in the course of completing the registration process will always be accurate, correct and up to date.
(e) Once you have completed the registration process, you will be a registered member of the Services (Member) and agree to be bound by the Terms.
(f) You may not use the Services and may not accept the Terms if:
(i) you are not of legal age to form a binding contract with Kernl Pty Ltd; or
(ii) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
4. Your obligations as a Member
(a) As a Member, you agree to comply with the following:
(i) you will use the Services only for purposes that are permitted by:
(A) the Terms; and
(B) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(ii) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(iii) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Kernl Pty Ltd of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(iv) access and use of the Services is limited, non-transferable and allows for the sole use of the Services by you for the purposes of Kernl Pty Ltd providing the Services;
(v) you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Kernl Pty Ltd;
(vi) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
(vii) You agree not to interfere with or disrupt the integrity or performance of the Service. Specifically, you must not, whether directly or indirectly, attempt to reverse- engineer, decompile, disassemble, or otherwise derive source code or underlying algorithms from any part of the Service. Any such unauthorised activity is strictly prohibited and may result in immediate termination of your access to the Service, as well as potential legal action.
(viii) you acknowledge and agree that any automated use of the Website or its Services is prohibited.
5. Payment
(a) Kernl operates on a transparent, usage-based pricing model designed to scale with your needs. Customers are billed based on completed shifts, with no additional platform, setup, or per-seat fees. Pricing starts at a fixed per-shift rate, with volume and annual discounts available. As your usage grows, you can continue using Kernl beyond your plan limits through individual overage pricing or discounted shift bundles. Optional add-ons and advanced modules are available to extend functionality, allowing you to tailor Kernl to your service model. This flexible approach ensures you only pay for what you use, with the ability to scale up or down as your operations evolve.
(b) A “completed shift” is defined as an instance in which a worker logs into, checks into, and checks out of a shift using the Kernl platform, including submission of a post-shift debrief. Only completed shifts are billable, unless otherwise specified.
(c) If the shift volume included in your plan is exceeded, Kernl will charge the standard overage rate per shift unless you purchase an overage bundle. Bundles are prepaid packages that offer a discounted per-shift rate and remain valid for 60 days from the date of purchase. You will be notified as you approach their shift limit to allow for informed purchasing decisions.
(d) Kernl allows users to mark a shift as “bad” if the platform fails to perform as expected. Marked shifts will not be included in billing. To ensure fair use, Kernl monitors usage patterns and reserves the right to review cases of repeated exclusions. If exclusions appear excessive or inconsistent with typical use, Kernl may contact the account holder for clarification or limit further exclusions.
(e) All payments made in the course of your use of the Services are made using Stripe. In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the Stripe terms and conditions which are available on their website.
(f) You acknowledge and agree that where a request for the payment of the Services Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Services Fee.
(g) If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. All pricing is listed in AUD. You’re responsible for all applicable taxes, and we’ll charge GST when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received.
(h) Monthly plan holders may cancel their subscription at any time. Cancellations take effect at the end of the current billing cycle, and no further charges will apply beyond that point. Partial refunds will not be issued for unused time within the billing cycle. Plan upgrades can be requested at any time and will be applied on a pro-rata basis. Downgrades or cancellations must be completed through the Kernl platform or by written notice to our support team before the next billing cycle begins.
(i) Annual plan holders commit to a 12-month term and must pay the full amount upfront before plan features are activated. Except as required under the Australian Consumer Law, these plans are non-refundable once the billing cycle begins, including in the case of early cancellation.Customers will be notified at least 30 days before renewal. If the plan is not cancelled before the renewal date, it will automatically renew for another 12-month term at the then-current rate. Upgrades may be requested at any time and will be billed on a pro-rata basis. Downgrades or cancellations take effect at the end of the current annual term.
(j) Kernl Pty Ltd may vary the Services Fee, including per-shift rates, bundle pricing, or plan fees, with 30 days’ notice to the customer.
6. Refund Policy
(a) You may be entitled to a refund under the Australian Consumer Law if the Services provided by Kernl Pty Ltd fail to meet consumer guarantees, including where they are not delivered with due care and skill, are not fit for their intended purpose, or are not supplied within a reasonable time. In such cases, Kernl will offer a remedy in line with its obligations under the law, which may include a refund, replacement, or re-performance of the Services.
(b) In addition to your rights under the Australian Consumer Law, Kernl Pty Ltd may, at its discretion, offer refunds in other circumstances where it considers it reasonable to do so. Any such discretionary refunds are provided on a case-by-case basis and do not limit or replace your statutory rights.
7. Copyright and Intellectual Property
(a) The Website, the Services and all of the related products of Kernl Pty Ltd are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Kernl Pty Ltd or its contributors.
(b) All trademarks, service marks and trade names are owned, registered and/or licensed by
Kernl Pty Ltd, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
(i) use the Website pursuant to the Terms;
(ii) copy and store the Website and the material contained in the Website in your device's cache memory; and
(iii) print pages from the Website for your own personal and non-commercial use.
Kernl Pty Ltd does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Kernl Pty Ltd.
(c) Kernl Pty Ltd retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(i) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(ii) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(iii) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process).
(d) You may not, without the prior written permission of Kernl Pty Ltd and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
(e) You acknowledge and agree that all content and materials available on the Website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorised by Kernl Pty Ltd , you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content.
(f) You agree to indemnify and hold harmless Kernl Pty Ltd from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms, your violation of any law, or your violation of the rights of a third party.
8. Privacy
Kernl Pty Ltd takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Kernl Pty Ltd's Privacy Policy, which is available on the Website.
9. General Disclaimer
(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
(b) Subject to this clause, and to the extent permitted by law:
(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(ii) Kernl Pty Ltd will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
(c) Except as required under the Australian Consumer Law, everything on the Website and the Services is provided “as is” and “as available” without additional warranties or guarantees. This does not limit your rights under applicable law.None of the affiliates, directors, officers, employees, agents, contributors and licensors of Kernl Pty Ltd make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Kernl Pty Ltd) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(ii) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(iii) costs incurred as a result of you using the Website, the Services or any of the products of Kernl Pty Ltd; and
(iv) the Services or operation in respect to links which are provided for your convenience.
(d) Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.
10. Limitation of liability
(a) Kernl Pty Ltd's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
(b) You expressly understand and agree that Kernl Pty Ltd, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental,
special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
11. Competitors
If you are in the business of providing similar Services for the purpose of providing them to users for a commercial gain, whether business users or domestic users, then you are a competitor of Kernl Pty Ltd. Competitors are not permitted to use or access any information or content on our Application. If you breach this provision, Kernl Pty Ltd will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach.
12. Termination of Contract
(a) The Terms will continue to apply until terminated by either you or by Kernl Pty Ltd as set out below.
(b) If you want to terminate the Terms, you may do so by:
(i) closing your accounts for all of the services which you use, where Kernl Pty Ltd has made this option available to you.
Your notice should be sent, in writing, to Kernl Pty Ltd via email at hello@kernl.com.au.
(c) Kernl Pty Ltd may at any time, terminate the Terms with you if:
(i) you have breached any provision of the Terms or intend to breach any provision;
(ii) Kernl Pty Ltd is required to do so by law;
(iii) the provision of the Services to you by Kernl Pty Ltd is, in the opinion of Kernl Pty Ltd, no longer commercially viable.
(d) Subject to local applicable laws, Kernl Pty Ltd reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services with 7 days notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Kernl Pty Ltd's name or reputation or violates the rights of those of another party.
13. Indemnity
You agree to indemnify Kernl Pty Ltd, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(c) any breach of the Terms.
14. Dispute Resolution
14.1. Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any
Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
14.2. Notice:
A party to the Terms claiming a dispute (Dispute) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
14.3. Resolution:
On receipt of that notice (Notice) by that other party, the parties to the Terms (Parties) must:
(a) Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the Australian Mediation Association;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in Sydney, Australia.
14.4. Confidential
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
14.5. Termination of Mediation:
If 2 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
15. Venue and Jurisdiction
The Services offered by Kernl Pty Ltd is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
16. Governing Law
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
17. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.