In these terms
"us", "we" or "our" means MyPracticeManual Pty Ltd ACN 050 460 29 trading as
PracticeHub of Level 6, Tower 3, Darling Park, 201 Sussex Street , Sydney NSW 2000;
"you" and "your" means the purchaser of the Products and Services;
"Products" means the PracticeHub online management tool licensed to you pursuant to these Terms of Trade, including any templates, software and publications and content incorporated into the tool;
"Services" means any services provided by us in relation to the Products, including without limitation any implementation, support training or development services;
"Terms of Trade" means these terms and conditions.
APPLICABILITY AND ACCEPTANCE OF THESE TERMS OF TRADE
- These Terms of Trade apply if you purchase Products and Services from us. By completing and submitting an order for Products or Services you acknowledge and agree to these Terms of Trade. No variation, alteration or amendment to these Terms of Trade is binding on us unless confirmed by us in writing.
PRICES, CHARGES AND PAYMENT
- You agree to pay in full the amount specified on any invoice rendered by us for Goods and Services supplied to you within 7 days of the date of the invoice by a method of payment specified on the invoice (unless we agree otherwise in writing).
- Non-payment may be considered a breach of the Terms of Trade and may result in cancellation of the Products and Services.
- We offer payment of the annual subscription fee via direct debit or credit card. If you choose to pay your subscription fee by direct debit, the total annual subscription fee will be direct debited from your nominated account on the due date. If you choose to pay your subscription fee via credit card, you will have the option of annual or monthly instalments, and your subscription will be automatically renewed unless cancelled in accordance with these terms.
- If your initial payment authorisation is revoked, your payment method is invalid, or your payment is otherwise rejected, your subscription may be terminated. We will attempt to provide you with notice if payment fails so you can arrange an alternative payment method. It is your responsibility to notify us and update your details accordingly if your nominated payment method has changed since your last payment.
- We reserve the right to change the fees we charge for Products and Services, or introduce new fees, from time to time. If such a change increases the price payable by you for your existing Products and Services (including your subscription), we will provide you with no less than one month’s prior notification of any such change. If you object to any such change, you can cancel your subscription with 14 days’ notice. If you do not cancel your subscription within that period, you will be deemed to have accepted the change.
DELIVERY AND SUPPLY OF SUBSCRIPTION PRODUCTS
- When payment has been made for the Products and Services we will supply the Products and Services to you for an initial subscription period of 12 months and will continue to supply the Products and Services to you after the initial subscription period has expired until you cancel the order for the Products and Services. Payment in respect of annual subscriptions after expiry of the initial subscription period will be via the payment methods as prescribed by us.
- You accept that dates we give you for delivery are our best estimate, are given in good faith and may be subject to change without notice.
- We will deliver Products ordered/access codes to the email address supplied on your Client Set-up Form or to an alternate address that we agree in writing.
NOTIFICATION OF KEY INDUSTRY CHANGES
- In the course of operating our business if we become aware of major industry changes impacting a practices policies and procedures, we will use our best endeavours to notify you of these changes. In providing this service we do not warrant that is it complete or comprehensive in any way and you should seek professional advice to ensure your practice remains compliant with relevant legislation and standards.
ACCESS SECURITY AND LICENCE
- On payment of the applicable fees and charges, we grant you a non-exclusive, non-transferable limited licence to:
- access and use the Products and Services that you have chosen to subscribe to in your order;
- download and temporarily store templates and data to a storage device under your exclusive control (your network);
- internally display the downloaded software, templates and data; and
- reproduce such templates and data subject to these Terms of Trade.
- We will provide access to the Products and Services to the number of users specified on your order who have been issued by you with a user name and password to access your network (Authorised Users);
- If required, we will provide a user name and password (Logon ID) to Authorised Users who need to have access to the Products and Services other than through your network.
- If you want to use an IP authentication regime, you must ensure that the IP address you use is unique to your organisation. If not, we will issue and manage Logon IDs to enable your Authorised Users to access the Products and Services.
- You must:
- ensure that only Authorised Users access the Products and Services through your network or a Logon ID;
- ensure that Authorised Users comply with these Terms of Trade;
- ensure that only the number of users specified on your order have access to the Products and Services;
- ensure that Authorised Users do not disclose their Logon ID to a third party;
- promptly cancel/change the network password of any user who ceases to be Registered with, employed by or contracted to you;
- take all reasonable steps to disable the ability of any user to access the Products or Services who breaches or fails to observe any provisions of these Terms of Trade where such breach is not remedied within 14 days of our notifying you and the user of such breach; and
- notify us immediately if you suspect that the security of a Logon ID has been compromised or if the Products and Services are being used in an unauthorised manner.
USE OF PUBLICATIONS AND CONTENT
- The publications and content in the Products and Services are not a substitute for professional advice.
- Information appearing in the publications and content available in the Products and Services may only be accessed and used by Authorised Users in the ordinary course of your business and expressly for:
- the purpose of storing and maintaining the organisation'’'s policies, procedures and related documentation; and
- inclusion in submissions, communications to your clients and potential clients, the preparation of reports, submissions and other like documents (Work Product), provided:
- Authorised Users may not undertake these activities for or on behalf of an unrelated third party;
- the Work Product is not made available for sale; and
- recipients of the Work Product are not permitted to make further reproductions of such material.
INTELLECTUAL PROPERTY RIGHTS
- All intellectual property rights in the Products are and remain the exclusive property of ourselves or our third party suppliers as the case may be and you obtain no intellectual property rights in relation to the Products and/or any derivative or adaption thereof. The material contained in the Products is protected by copyright. When using the publications and the service, you must comply with the law including, without limitation, copyright laws.
- Unless expressly permitted you must not, nor must you authorise any third person to:
- reproduce, copy, download, store, publish, transmit, transfer, communicate, distribute the Products or Services or any part thereof in any form or by any means;
- modify or make any alterations, additions or amendments to any part of the Products and Services, or any publications downloaded from the Service except where the intent for supply of Work Product was for this purpose;
- combine the whole or any part of the data available on the Products and Services with any other software, data or material except where the intent for supply of Work Product was for this purpose or;
- store or use any part of such data in an archival database or other searchable database, except as forming part of any work product used within these Terms of Trade.
- Unless expressly permitted you must not, nor must you authorise any third person to:
- distribute, disseminate, sell, rent, lend or otherwise use the Products and Services and any publications in any form or by any means;
- make the service available to any person other than an Authorised User;
- convert material downloaded from the Products and Services into an electronic format other than the one in which it was supplied;
- reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Products and Services or reproduce all or any portion of the said components; or
- remove, alter, circumvent or tamper with any trade marks, copyright notices, copyright protection devices, disclaimers or other legal notices.
- You grant us a non-exclusive, non-transferable licence to use and reproduce your practice logo in order for us to include your practice logo on your PracticeHub site and for any purpose connected to the provision of the Products and Services.
SUSPENSION OR MODIFICATION OF THE SERVICE
- We may discontinue or revise any or all aspects of the Products and Services including, without limitation, the supply of any publication through the Products and Services at our sole discretion and without prior notice.
- We may, without notice, suspend access to the Products and Services in whole or in part, until further notice, with immediate effect:
- to periodically maintain or improve the Products and Services and related systems;
- if we believe that the Products and Services may be used in such a way as may constitute a breach of any provision of the Terms of Trade; or
- if you fail to pay all or part of any fee by the due date.
- Whilst we will use our best endeavours to minimise disruption to the Products and Services, unscheduled outages may occur from time to time.
CONSEQUENCES OF SUSPENSION AND TERMINATION
- Upon termination or suspension of your subscription for any reason, we may immediately disable access to the Products and Services.
- If we have suspended your subscription due to failure to pay all or part of the subscription fee by the due date, we will, at our sole discretion (unless required otherwise by law), reconnect the service to you, provided you pay the full amount for which you have been invoiced, plus any re-connection/setup costs.
- If we remove or modify any or all publications from the Products and Services in accordance with these Terms of Trade we will provide you with a pro-rata refund of the subscription fee provided you have already paid for access to the relevant publication.
RISK AND TITLE
- The risk in the Products that you order from us will pass to you on delivery irrespective of when payment is completed.
- You agree that all Products remain our property until you have paid for them in full.
- If you fail to pay for the Products and Services by the due date we will be entitled to remove your access to the Products and Services.
RETURN OF GOODS AND CANCELLATION OF SUBSCRIPTIONS
- If you wish to cancel your subscription to the Products and/or Services you must notify us within 7 days of receiving your first invoice from us, otherwise you may only cancel within 14 days of receiving a renewal invoice.
- If you cancel your subscription outside of the 14 day period, your cancellation will only take effect at the end of the current twelve month annual subscription period.
- If you wish to cancel a subscription you must include the product description, client details with relevant authority of the client.
- Provided you have complied with clauses 10.1 and 10.2 above we (in our absolute discretion) will either issue you with a credit or refund the purchase price paid by you for the returned Products and Services.
- Except where required by law, you will not be entitled to a refund or credit if you cancel an order but do not comply with clauses 10.1 and 10.2.
- Cancelled Products and Services remain our property and may be inactivated immediately or permanently removed at our discretion after a period of 12 months. In the case of a site being inactive for 12 months, we reserve the right to delete the site and all content therein, subject to us providing you with 14 days prior notice. We will endeavour to make a back-up copy of the site and all of its content prior to deletion.
- We may cancel your subscription to the Products and/or Services at any time by giving you written notice. If we do we will refund to you, on a pro-rata basis, any part of the subscription fee that you have already paid that relates to the unused portion of that subscription (less costs).
- We may cancel or suspend delivery of any ordered Products and Services in the event of any delay or non-performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.
- You acknowledge that personal information concerning you collected or held by us may be used for a variety of purposes including:
- to supply the Products and Services that you have ordered;
- to provide you with information about any of our Products and Services;
- to administer your account and to enforce this contract; and
- for market research and marketing purposes.
- We provide you with a choice to opt out of our marketing activities, and will respect your request not to receive marketing material from us. If you do not want us to use or disclose your personal information for marketing purposes, please advise us in writing or by following the opt out instructions provided in the marketing communication.
- You also agree that if you provide us with personal information about any other individual, you will ensure that the individual is aware:
- that you have supplied their personal information to us and the reason; and
- of the details in this clause 12 which apply to information we collect about them as well as information we collect about you.
- If you fail to provide any information requested by us, we may be unable to supply the Products and Services that you order or request.
- We may also use, store and disclose de-identified personal information and/or personal aggregated information for a variety of purposes, including for our own commercial purposes
- The Parties agree to keep confidential and to ensure its employees, agents and subcontractors keep confidential all Confidential Information, and may only use or disclose it:
- for the purpose of providing the Products and performing the Services or its obligations under this agreement;
- as required by law; or
- with the other parties express written consent.
- The Parties will comply with all privacy legislation in force in Australia in respect of any personal information which they hold or become aware of, or have access to in connection with this agreement, and any personal information collected, held, managed, used, disclosed or transferred by the other party in connection with this agreement.
- In these Terms of Trade the terms "GST", "supply" and "tax invoice" have the meaning given to those terms in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the term "GST" also includes any penalties or additional tax imposed in relation to the GST payable in relation to the supply of services under these Terms of Trade.
- Any amount payable by you under clause 2 is inclusive of GST.
- If the amount of GST paid or payable by us on a sale made to you differs from the amount of GST you have paid to us for the goods or services sold, then the amount of GST paid by you will be adjusted either by further payment by you to us or repayment to you by us of the amount of the adjustment.
- In relation to any GST paid by a party under these Terms of Trade, including any adjustment, the payee will provide the payer with a tax invoice.
TERMINATION FOR BREACH
- Without prejudice to our other rights at law, we may cease supply of the Products and Services and terminate your access to the Products and Services immediately by giving notice in writing if you breach any material term of these Terms of Trade.
DISCLAIMER OF LIABILITY AND WARRANTIES
- All disclaimers in these Terms of Trade and limitations on our liability to you are subject to all applicable laws which prohibit or restrict the exclusion or modification of implied warranties and/or limitations on our liability.
- We exclude all representations and warranties related to the Products and Services we provide other than those expressly set out in these Terms of Trade and those which by law cannot be excluded. In addition:
- all Products and Services ordered by you are provided "as is" without warranties of any kind;
- we do not warrant that the Products and Services will be complete or error free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible;
- we do not warrant that information will continue to be available to us to enable us to keep those Products and Services up-to-date;
- we do not warrant or represent that the information available on or through the Products or Services or our web site or any publication will be correct, accurate, timely, or otherwise reliable) all representations are expressly excluded and you have not relied on any representations in ordering Products and Services from us; and
- the publications and content provided as part of the Products and Services are not intended to substitute for professional advice.
- Subject to clause 15.1 and to the extent permitted by law: (i) we limit our liability to you in relation to these Terms of Trade to the amount we have charged you for the Products and Services, or where no amount has been charged $10 (AUD) and all liability in respect of special, indirect or consequential loss or damage is excluded. To the extent that any provision purporting to limit our liability is held to be unenforceable, then our liability is limited to the maximum extent permitted by law.
- To the fullest extent permitted by law, our liability for breach of any implied warranty or condition which cannot be excluded is limited at our option to supply of the good or service ordered by you again or paying for their resupply.
- The performance of the Products and Services will vary with the hardware on which it is used. You must check that your network and Internet connection are capable of supporting the service before completing your order.
- These Terms of Trade will be governed by and construed according to the law of New South Wales and the parties agree to submit to the jurisdiction of the courts and tribunals of or exercising jurisdiction in that State.
SEVERABILITY OF PROVISIONS.
- If any provision, clause or sub-clause of these Terms of Trade is unlawful, void or unenforceable then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.