HEALTH CARE INNOVATE DOES NOT COLLECT OR SOLICIT ANY PERSONAL INFORMATION VIA THE SERVICES WHICH MIGHT BE UNLAWFUL, UNNECESSARY, EXCESSIVE, INTRUSIVE OR UNRELATED TO THE FUNCTIONS OF THE SERVICES. THE SERVICES ARE DEPENDENT ON A NUMBER OF FACTORS AND PROVIDED TO YOU ON AN “AS IS” BASIS. THE SERVICES ARE NOT A SUBSTITUTE FOR ANY SYSTEMS FOR ADMINISTERING MEDICINE OR MEDICAL ADVICE, PATIENT RECORDS OR ANY PRACTICE MANAGEMENT SYSTEMS USED BY YOU AND YOU MUST NOT RELY ON THE SERVICES TO TRANSMIT ANY INFORMATION ON AN URGENT BASIS OR ANY INFORMATION RELATING TO A LIFE THREATENING SITUATION. PLEASE REFER TO CLAUSE 15 FOR HEALTH CARE INNOVATE’S FULL DISCLAIMER.
1.1. These Terms form a binding legal agreement between the Parties. By accessing and using the Services, you agree to comply with and be legally bound by these Terms. Please read these Terms carefully. If you have any questions, you should contact Health Care Innovate using the contact details at the end of these Terms.
1.2. You acknowledge and agree to these Terms by: (i) ticking ‘I Agree’; (ii) accessing or using the Services whether via the App, Website or otherwise; or (iii) making part or full payment for the Services. If you do not agree to these Terms, you should cease accessing or using the App, Services and Website.
1.3. Health Care Innovate reserves the right to make changes to these Terms at any time, effective upon the posting of modified Terms. Health Care Innovate will endeavour to communicate these changes to the Users via email, App or Website. It is your obligation to ensure that you have read, understood and agree to the most recent Terms available on the App or Website.
1.4. Using the Services may be prohibited or restricted in certain countries. If you use the Services outside of Australia, you are responsible for complying with the laws and regulations of the territory from which you access or use the Services.
2. PRIVACY AND ADDITIONAL TERMS
3. PLATFORM AND SERVICES
3.1. You can access and use the Services on any computer, mobile, tablet or other device (Device ) which supports the App or Website, or where the Services are integrated, from a 3rd party software. Health Care Innovate recommends each User accesses the App and Website using the recommended browsers or Devices as notified to you.
3.2 Applicable to Individual Account Holders: To access the App and some Services you must register for an account (Account) and complete Health Care Innovate’s registration form as set out on the App or Website (Registration Form). The Registration Form may require your first, middle and last name (as applicable), mobile number, email address and other related information which will be used to generate your Account profile (User Information).
3.3. If you are an Individual Account Holder and an Authorised User, you may alternate your profile between the Account you hold as an Individual Account Holder and the account/s you hold as an Authorised User.
3.4. Applicable to Individual Account Holders: Access to all Services and features on the App and Website will require you to subscribe to the Services (Subscription) for a period of time as set out on the App or Website (Subscription Period). The fees for each Subscription Period (Subscription Fee) will vary subject to the functionalities and Services you request as identified in your Account.
3.5. Any information or content you submit via the Services, including but not limited to photos, videos, audio, User Information or information or content which passes through the Platform whether it contains Personal Information or otherwise (collectively referred to as Data) are stored in servers located in Australia. Health Care Innovate will take reasonable steps and use industry standard procedures to ensure that Data is kept secure and confidential. Such Data does not include any data you submit through our third party service provider including our third party payment service provider, Braintree.
3.6 You represent and warrant that:
- any and all Data you submit (or a User submits) via the Services are your sole and exclusive property; or
- you have secured any and all authorisation and rights to use the Data as applicable under the relevant laws.
3.7 Subject to your Device, you may be able to activate finger print recognition (Fingerprint Login) to access and use the Services via the Application. If you activate Fingerprint Login, you understand the need to protect your Device and if you have other people’s fingerprints registered in your Device, they will also have access to your Account and Services.
3.8 You acknowledge and agree that the operation of the Services may rely on third party application or services and your use of the Services may be subject to third party terms, including but not limited to Braintree Terms of Service as notified to you on our App and Website.
4.1 Health Care Innovate has implemented and will maintain security systems for the transmission and storage of Data consisting of encryption and data security technologies that are understood in the industry to provide adequate security for the transmission of such information over the Internet. These measures are intended to prevent unauthorised Data infiltration or security breaches. Health Care Innovate does not guarantee the security of any Data you store on your servers or Device(s).
5. UPDATES AND AVAILABILITY OF SERVICES
5.1. Health Care Innovate may issue updates to the Services (Updates ) from time to time.
5.2. Although Health Care Innovate endeavours to provide access to the Services should be available on a full-time basis, the Services may be unavailable due to maintenance or other development activity from time to time.
5.3. Where possible, Health Care Innovate will provide you with notice of any maintenance or development activity via email, App and Website.
6. OFFERS AND PROMOTIONS
6.1. Health Care Innovate may, from time to time, make offers or promotions which may be applicable to the Services including but not limited to a free trial period to use the Services and create a limited number of cases ( Trial Period ). If any additional terms and conditions apply to such offers or promotions, these will be set out on the App, Website or otherwise notified to you via the Services.
7. YOUR OBLIGATONS
7.1. You represent and warrant that:
- by submitting your User Information and creating an Account, you are a health practitioner in Australia with a current registration with the Australian Health Practitioner Regulation Agency ( AHPRA);
- all User Information provided to Health Care Innovate is true, accurate and complete;
- any content or Data you post or submit via the Services or the posting, uploading, publication or transmission of the Data:
- will not breach any agreements between you and any third party;
- will be in compliance with all applicable laws, requirements, rules and regulation that may apply to any third party in their state or territory; and
- will not conflict with the rights of third parties;
- where Data contains any third party Personal Information, in order to post, upload, publish, transmit or otherwise use or disclose such Personal Information via the Services, you have:
- provided a consent form to such third party including but not limited to, where applicable, expressed consent to use any unique identifiers to link Data from the Services to your patients’ records; and
- obtained the requisite consent; and
- only to the extent necessary will you disclose Data to other registered health practitioner(s) involved in the management of a particular third party case to which that Data relates.
- you use the Services, App and Website at your own risk;
- should you use Fingerprint Login to access the Application, you are solely responsible for any access or use of your Account or Services via Fingerprint Login, whether such access or use are by you or anyone else whose fingerprint is saved on your Device.
- you consent to Health Care Innovate checking your User Information against the AHPRA register;
- Health Care Innovate is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by you, your employee(s), contractor(s), agent(s) or any third party;
- Health Care Innovate reserves the right to access and/or delete your Data at any time and for any reason including if Health Care Innovate reasonably believes your Data violates these Terms or infringe any law or regulation; and
- you are solely responsible for:
- any Data you upload or otherwise transmit via the Services; and
- complying with all laws and regulations regarding the use and disclosure of Personal Information including but not limited to the Privacy Act 1988 (Cth) and the Australian Privacy Principles (including but not limited to APP 8 - Cross-border disclosure of personal information) as amended from time to time, the Spam Act 2003 (Cth) and any other requirements under Australian law.
- the Services must only be used for your own lawful purposes and in accordance with these Terms;
- the accessibility and reliability of the Services is dependent on your choice of web-browser, internet connection, Device operating system and your internet connection;
- all usernames and passwords required to access the Account and Services are kept secure and confidential;
- if there is any unauthorised use of your passwords or any other breach of security, you will immediately notify Health Care Innovate of such activity; and
- it is your responsibility to determine that the Services meet your needs and are suitable for the purposes for which the Services are used.
- you are responsible for ensuring that you have the right to do so;
- Health Care Innovate does not warrant the fitness for purpose or suitability of the Platform for any third party’s purpose and third parties may not rely on Health Care Innovate for any purpose;
- you are responsible for authorising any person who is given access to your Data, and you agree that, subject to any requirements by law or regulation including but not limited to the obligation to grant any third party access to any of your Data to which their Personal Information relates, Health Care Innovate has no obligation to provide any person or entity with access to such Data without authorisation from you and we may refer any requests for access to the Data to you to address; and
- you will indemnify Health Care Innovate, on first demand, against any and all claims, expenses, liabilities or losses arising out of in connection with Health Care Innovate’s refusal to provide any persons with access to your Data (including but not limited to any patient data) in accordance with these Terms and Health Care Innovate making Data available to any person with authorisation from you.
8. PAYMENT (Applicable to Individual Account Holders)
8.1. You agree to pay Health Care Innovate the applicable Subscription Fees upfront as required to enable you to access and use the Services.
8.2. You will be required to make payment by way of credit card, PayPal or other payment methods as set out on the App and Website. The initial payment will be processed (a) upon receipt of the request for a Subscription; or (b) subject to any offers and promotions, immediately upon using up any limit prescribed to the Trial Period. You must make further payments prior to the expiry of your Subscription on the relevant periodic basis.
8.3. You acknowledge and agree that:
- to maintain your subscription and subject to your elected payment method, payment to Health Care Innovate will be made automatically in advance on a monthly payment date, from your nominated PayPal account; and
- as you have allowed Health Care Innovate and its payment service provider to automatically direct debit your nominated credit card or other payment account, if the direct debit service provider is unable to process payment, Health Care Innovate’s payment service provider will attempt to contact you via email as soon as it is aware of the payment failure. Until payment is confirmed, your access to the Services may be suspended until Health Care Innovate and its payment service provider receives confirmation of payment.
8.5. If payment is not made within 30 days of the last payment date, Health Care Innovate may lock your Account without notice to you, in which case you will not be able to access your Account or use the Services, and any Data on the Account may be deleted and not recoverable.
8.6. All amounts are stated in Australian dollars and unless otherwise stated, all amounts are exclusive of goods and services tax (GST).
8.7. Health Care Innovate’s pricing structure or payment methods may be amended from time to time in its sole discretion.
9. CANCELLATION AND TERMINATION
9.1 Applicable to Individual Account Holders: If you would like to cancel your Subscription, you may do so by notifying Health Care Innovate through your Account using the App or Website (Cancellation Request). Your access to your Account and any Data will be terminated at the end of the Subscription Period month following your Cancellation Request and you will not be charged any further Subscription Fees to your payment account.
9.2. Health Care Innovate may terminate these Terms or your Account immediately, in its sole discretion, if:
- you breach any of these Terms;
- Health Care Innovate reasonably suspects that you are attempting to reverse engineer the Platform that is provided to you;
- Health Care Innovate, at its own discretion, terminates the Services; or
- for any other reason outside Health Care Innovate’s control which has the effect of compromising its ability to provide you with the Services within a required timeframe.
10. PROHIBITED USE
10.1. You acknowledge and agree that you will not:
- use the Services in any manner that is illegal or violates any applicable rights (e.g. right to privacy), law or regulation;
- transmit via the Services any Personal Information including Personal Information relating to your patient which are unlawful, unnecessary, excessive, intrusive or unrelated to the functions of the Services;
- attempt to circumvent or disable the Services or any technology features or measures in the Platform by any means or in any manner;
- attempt to modify, copy, adapt or reproduce the Data, Services or App except as necessary for normal operation;
- attempt to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Platform or App;
- upload any Data including any content that is defamatory, obscene, pornographic, vulgar, offensive, promotes discrimination, bigotry, racism, harassment or harm against any individual or group;
- distribute, encumber, sell, rent, lease, sub-license, or otherwise transfer, publish or disclose the Data or Services to any third party (except as permitted under these Terms);
- remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the App, Platform or Website or otherwise used in connection with the Services;
- use the Services in any manner to aid in the violation of any third party Intellectual Property Rights, including but not limited to another’s copyrights, trade marks, and patents;
- take any action that interferes, in any manner, with Health Care Innovate’s rights with respect to the Services;
- attempt to undermine the security or integrity of Health Care Innovate’s computing systems or where the Services are hosted by a third party, that third party’s computing systems and networks; and
- use, or misuse, the Services in any way which may impair the functionality of the Services, App, Website or other systems used to deliver the Platform or impair the ability of any other user to use the Services, App or Website.
11. INTELLECTUAL PROPERTY
11.1. Heath Care Innovate holds the title to, or otherwise holds the licence to all Intellectual Property Rights in the Platform, Services, and any documentation relating to the Platform and these remain the property of Health Care Innovate and any other applicable owner. Your right to use such Intellectual Property Rights is subject to these Terms.
11.2. Title, ownership rights and Intellectual Property Rights in and to any content displayed on the Services, App or Website, or accessed through the Services, App or Website are the property of the applicable content owner and may be protected by applicable copyright or other law. These Terms give you no rights to such content.
11.3. You grant Health Care Innovate a non-exclusive, worldwide, royalty free, irrevocable licence to:
- use any Intellectual Property Rights which subsists in any materials you provide in connection with your Account or the Services as required for Health Care Innovate to provide the Services to you; and
- to any Intellectual Property Rights subsisting in your Data in order to host, store, use, copy, display, transmit, reference, disclose, reproduce, modify, adapt, edit, publish and distribute your Data or otherwise for purposes including:
- to enable you to access and use the Services;
- for Health Care Innovate’s administrative, support and training purposes; and
- in accordance with these Terms or as otherwise required for Health Care Innovate to develop, provide and improve the Services.
11.4 Title to and all Intellectual Property Rights in any Data you input into the Services remain your property. However, your access to the Data and continued use of the Services is contingent on payment of your Subscription Fee for your Subscription.
11.5 As the operation of the Services may rely on third party application or services, you acknowledge that Health Care Innovate may allow providers of these third party-application to access any inputted Data as required for the interoperation of such third party applications with the Services. Health Care Innovate is not responsible for any disclosure, modification or deletion of Data resulting from any such access by third-party application providers.
12. FEEDBACK AND DISPUTE RESOLUTION
12.1 Your feedback is important to Health Care Innovate. Health Care Innovate seeks to resolve your concerns quickly and effectively. If you have any feedback or questions about the Services, please contact Health Care Innovate using the details at the end of these Terms.
12.2 If there is a dispute between the Parties in relation to these Terms or the Services, the Parties agree to the following dispute resolution procedure:
- The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to liaise with each other in good faith to seek to resolve the dispute by agreement between them ( Initial Discussion ).
- If the Parties cannot agree how to resolve the dispute at the Initial Meeting, any Party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be, the complainant will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
13. AUSTRALIAN CONSUMER LAW
13.1 Health Care Innovate Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, Customer is entitled:
- to cancel this Agreement with Health Care Innovate; and
- to a refund for the unused portion, or to compensation for its reduced value.
Customer is also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the Services rectified in a reasonable time and, if this is not done, to cancel this Agreement and obtain a refund for the unused portion of this Agreement.
13.2 Health Care Innovate reserves the right to change or remove features of the SaaS Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this clause, Health Care Innovate will provide the Customer with 20 Business Days’ notice and the Customer agrees that any material alteration is at Health Care Innovate’s discretion, though Customer may terminate this Document if such changes are unfair under the Australian Consumer Law.
14. LIMITATION OF LIABILITY AND DISCLAIMERS
14.1. You acknowledge that whilst Health Care Innovate will take reasonable steps to ensure that the Services will be fit for the advertised purpose, to the fullest extent permitted by law, Health Care Innovate does not guarantee that:
- the Services will meet your requirements as the functionality of the Services is dependent upon configuration of your Device and other components;
- the Services will work in each of your desired use case scenarios; and
- the Services can be executed on every operating system, as it is impossible to test each variant.
14.3. All risk arising out of the use or performance of the Services remain with you. You understand and agree that the use of the Services, material or Data obtained or generated through the use of the Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your Device, system or network. Health Care Innovate is not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Platform, any third party software or operating system.
14.4. Health Care Innovate does not collect any Data or other Personal Information directly from any patient or clinical stakeholder of a health practitioner and, subject to any obligations under law, does not notify such third parties regarding the collection and use of their information via the Services.
14.5. To the maximum extent permitted by applicable law, Health Care Innovate and its licensors disclaim all warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property rights or lack of viruses, for the Services. In no event will Health Care Innovate or its licensors be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever arising out of these Terms, the use of or inability to use the Services, even if Health Care Innovate has been advised of the possibility of such damages.
14.6. You acknowledge that Health Care Innovate may pursue any available equitable or other remedy against you as a result of your breach of any provision of these Terms.
14.7. Health Care Innovate or its licensors’ liability for breach of any of its obligations under these Terms for the Services, or breach of any warranty implied by law, will be limited, to the extent permitted by law, to the total price paid for Subscription to use the App, Services and Website. Health Care Innovate’s total liability to you for all damages in connection with the Services will not exceed the price paid by you under these Terms for the Services. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
14.8. You acknowledge and agree that Health Care Innovate will not be liable for any non-compensatory damages including punitive, aggravated, multiple, exemplary, liquated or any other non-compensatory damages or the consequences of non-payment.
15.1. You will be liable for and agree to indemnify, defend and hold Health Care Innovate harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from any:
- information that is not accurate, up to date or complete or is misleading or a misrepresentation;
- breach of these Terms;
- misuse of the Services, from or by you, your employees, contractors, agents or any third party you permit to use your Account or otherwise access the Services using your Subscription;
- breach of law, regulation or licence by you;
- claims brought by a third party against a Party arising out of the App, Services or Website including but not limited to any claims regarding breach of such third party’s privacy;
- claims by any third party that:
- the grant, or exercise of any licence, of any Intellectual Property Rights under these Terms; or
- the supply or use of the Services, App or Website, infringes the Intellectual Property Rights of any person;
- any death or injury to persons and any losses or claims to the real or personal property of Health Care Innovate or a third party, caused or contributed by your act or omission; or
- any breach of clause 7.1 by you or your representatives.
15.3. The obligations under this clause will survive termination of these Terms.
16.1. Any notice required or permitted to be given to you under these Terms will be addressed to you, unless you otherwise notify Health Care Innovate, using the contact details you provided to Health Care Innovate in the Registration Form.
17. RELATIONSHIP OF PARTIES
17.1. Neither Party is authorised to bind the other Party in any way without prior written consent of the other Party.
17.2. The Parties acknowledge and agree that they will not seek to bind the other Party other than with the prior written consent of the other Party.
18. RIGHTS OF THIRD PARTIES
18.1. Any person or entity who is not a party to these Terms has no right to benefit under or to enforce any of these Terms.
19.1. These Terms are personal to you. You must not assign or deal with the whole or any part of your rights and/or obligations under these Terms without the prior written consent of Health Care Innovate.
19.2. Any purported dealing in breach of this clause is of no effect.
20. WAIVER OR VARIATION OF RIGHTS
20.1. Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to these Terms does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.
20.2. A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.
21. POWERS, RIGHTS AND REMEDIES
21.1. Except as expressly stated to the contrary in these Terms, the powers, rights and/or remedies of a Party under these Terms are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in these Terms merge, extinguish, postpone, lessen or otherwise prejudicially affect any power, right, or remedy that a Party may have at any time against the other Party to these Terms or any other person.
22. Force Majeure
22.1. If performance of these Terms or any obligation under these Terms are prevented, restricted, or interfered with by causes beyond either Party’s reasonable control ( Force Majeure ), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders of acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
23. CONSENTS AND APPROVALS
23.1. Where these Terms provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in these Terms, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.
24. FURTHER ASSURANCE
24.1. Each Party must from time to time and in a timely manner do all things reasonably required of it by another Party to give effect to these Terms.
25.1. If any provision of these Terms are held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provisions in question will not be affected.
26. ENTIRE AGREEMENT AND UNDERSTANDING
26.1. The date of these Terms are the date that these Terms are accepted by you.
26.2. In respect of the subject matter of these Terms:
- these Terms contain the entire understanding between the Parties; and
- all previous oral and written communications, representations, warranties or commitments are superseded by these Terms and do not affect the interpretation or meaning of these Terms.
27.1. These Terms are governed by the laws of New South Wales and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales.
Insolvency Event means the occurrence of any of the following events in which a Party:
- is unable to pay its debt as they fall due;
- makes or commences negotiation with a view to making, a general rescheduling of its indebtedness, a general assignment, scheme or arrangement or composition with its creditors;
- takes any corporate action or any steps are taken or legal proceedings are started for:
- its winding-up, dissolution, liquidation or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by the other Party (which approval will not be unreasonably withheld); or
- the appointment of a controller, receiver, administrator, office manager, trustee; or
- seeks protection or is granted protection from its creditors, under any applicable legislation.
Intellectual Property Rights includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layout rights, trade names, trade secrets and know-how.
Personal Information means personal information as defined in the Privacy Act 1988 (Cth) and includes health information.
For any questions or notice, please contact Health Care InnovateHealth Care Innovate Pty Ltd (ACN 607 346 029)
Michael Crouch Innovation Centre,
Hilmer Building (E10)
University of New South Wales, Kensington NSW 2033