Website and Services - Terms and Conditions for Consumers

Introduction

Who do these terms apply to and what do they include?

Unless you are a registered practitioner user, by accessing and/or using this website, services available via the website and related services that we offer in any way, including the Halaxy products (collectively, website), you agree to these Terms and Conditions (Terms), which include our Privacy Policy. You are taken to have accepted the terms of our Privacy Policy when you accept these Terms. These Terms constitute an agreement between you and us. You should review our Privacy Policy and these Terms carefully and immediately cease using our services and/or the website if you do not agree to these Terms. We may change our Terms from time to time by publishing changes to them on the website. We encourage you to check the website periodically to ensure that you are aware of our current Terms. In these Terms, 'us', 'we' and 'our' means Halaxy Pty Ltd ACN 633 220 612 and our related bodies corporate.

You can use our website as a registered user or as an unregistered user – registering will give you access to additional services. These terms will apply however you use our website.

We grant you the right to access and use the website in accordance with your relevant authorisation (that is, as a registered user or as a unregistered user). The right to use the website is non-exclusive, non-transferable, and limited by and subject to, these Terms.

Registration and Use

How can I become a registered user? What are the conditions I must meet before signing up?

When you register and activate your account, you will provide us with personal information such as your name, email address and telephone number. You must ensure that this information is accurate and current. When you register and activate your account, we will provide you with a username and password. You are responsible for keeping this username and password secure and are responsible for all use and activity carried out under this username.

To create an account, you must be:

• at least 18 years of age;
• possess the legal right and ability to enter into a legally binding agreement with us; and
• agree and warrant to use the website in accordance with these Terms.

By logging into Halaxy as a registered user, you warrant that this continues to be the case.

Privacy

Please ensure that you have read and considered our Privacy Policy as it forms part of these Terms.

By accessing and/or using this website and related services, you agree and consent to the collection, use, disclosure and storage of personal and/or health information in accordance with our Privacy Policy.

Our software is free for consumers

You can use our directory and personal health record services free of charge. We do not charge consumers for using our services as registered users.

Please note that if you do see a practitioner who is listed on our directory or who uses our practice and patient management software, you will have your own arrangements with your practitioners that may involve fees and payments for your practitioner’s services.

Ownership, access and use of information that you input

Title to, and all intellectual property rights in, the information you input into our website remain your property.

You grant to us a licence to use, copy, transmit, store, and back-up this information only for the purposes of enabling you to access and use the website, and any other purpose related to provision of services to you and as set out in the Privacy Policy.

Your authority to use the website or use the website on behalf of someone else (ie your spouse or your child)

Am I authorised to access the information I plan to access? Am I acting for anyone other than myself?

You acknowledge that:

• You are authorised to use the website and to access the information that you input into the website, including any information input into the website by any person you have authorised to use the website.
• We have no responsibility to any person other than you and nothing in these Terms confers, or purports to confer, a benefit on any person other than you. If you use our services or access the website on behalf of or for the benefit of anyone other than yourself (whether a body corporate, spouse, child or otherwise), or you give another person authority to access your account, you agree that:
  • you are responsible for ensuring that you have the right to do so;
  • you are responsible for authorising any person who is given access to information, and you agree that we have no obligation to provide any person access to such information without your authorisation and may refer any requests for information to you to address; and
  • you will indemnify us against any claims or loss relating to:
    1. our refusal to provide any person access to your information in accordance with these Terms,
    2. us making available information to any person with your authorisation;
    3. the information of that other person being on our platform;
    4. any other person accessing your information because you gave them authority or you permitted them to access your account.

Service availability

We will do our best, but sometimes interruptions will happen

• Whilst we intend that the website should be available 24 hours a day, seven days a week, it is possible that on occasions the website may be unavailable to permit maintenance or other development activity to take place.
• If for any reason we have to interrupt the services on the website for longer periods than we would normally expect, we will use reasonable endeavours to publish in advance details of such activity on the website.

Some disclosures from us

Are you ensuring that you are meeting your obligations? It’s your responsibility

• It is your sole responsibility to determine that the website meets your needs and is suitability for the purposes for which it is used.
• It is your responsibility to check that storage of and access to information via the website will meet your needs and that you ensure that you keep copies of your information in back-up form.
• It is your responsibility to use Halaxy in the way it is intended, and not for any other purpose.

Your obligations and warranties that you give to us

How are you allowed to use the website?

You must only use the website for your own lawful purposes, in accordance with these Terms and any notice sent by us or condition posted on the website.

Indemnity

What are you on the hook for in the case we suffer loss because of your actions?

You indemnify us against all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation you may have to us.

Communication with you

When will we contact you?

You agree and consent to being contacted by us or third parties:

• about your use of this website;
• by receiving reminders in respect of appointments via SMS / text or email, or other electronic communications;
• providing you with news and information about our services;
• responding to any specific requests that you make of us;
• notifying you of any changes to, enhancements of, or outages that may affect the website; and
• providing you with the opportunity to ‘opt-in’ to receiving promotional material from time to time from us or third parties.

You can opt out of receiving SMS communications from us at any time.

You can share your information with practitioners and users you that select, if you choose to

The Halaxy platform is built to enable you, as a registered user, to share your information such as clinical reports, tools or records with your selected practitioners or other registered users, but only if you choose to do so.

In addition to the matters set out in our Privacy Policy, if you choose to share your information with your selected practitioners or registered users, you expressly agree that any information that you upload onto our website will be shared, with your permission, with those practitioners or registered users.

Promotions and competitions

For certain campaigns, promotions or contests, additional terms and conditions may apply. If you want to participate in such a campaign, promotion or contest, you need to agree to the relevant terms and conditions applicable to that campaign, promotion or contest. In case of any inconsistency between such terms and conditions and these Terms, those terms and conditions will prevail. Practitioners and Halaxy users agree to the terms and conditions of promotions and competitions by participating in the promotion or competition.

Ending your use of the website

We can limit or prohibit your access to the website in some cases

If you:

• breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; or
• breach any of these Terms and the breach is not capable of being remedied, including not paying amounts due to us or using our services for any purpose other than as authorised by us;

we may take any or all of the following actions, at our sole discretion:

• terminate these Terms and your use of the website;
• suspend you from using the website for any definite or indefinite period of time;
• suspend or terminate your access to all or any information you have inputted into the website; and
• take any of the actions in this clause in respect to any or all other persons that you have authorised to have access to your information or account.

For the avoidance of doubt, if payment is not made in accordance with the requirements set out in the fee schedule, we may suspend or terminate your use of the website, the authority for all or any of your authorised representatives to use the website, or your rights of access to any information.

We also reserve the right to terminate your access to the website or temporarily suspend your access to the website for any reason (such as abusive behaviour), in our absolute discretion. In these circumstances, acting reasonably, we will provide you with the ability to access information you have inputted to download onto your own system.

Some things that we can’t promise or that we expressly disclaim

It is important that you understand the limitations of the website and our liabilities

We are not a health or medical practitioner and use of the website does not constitute the receipt of health or medical advice. We do not provide any health or medical advice. We are also not responsible for arrangements between you and your health practitioners. It is up to you to determine whether your use of the Website is appropriate, what arrangements you agree on with your health practitioner and whether those arrangements are appropriate.

To the maximum extent permitted by law, including Australian Consumer Law, we make no warranties or representations about this website or the Content, including but not limited to warranties or representations that they will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, or that this website will be secure. We do not warrant that the website will meet your requirements or that it will be suitable for any particular purpose. We reserve the right to restrict, suspend or terminate without notice your access to this website, any Content, or any feature of this website at any time without notice and we will not be responsible for any loss, cost, damage or liability that may arise as a result.

The provision of, access to, and use of, the website is on an "as is" basis and at your own risk.

We do not warrant that the use of the website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the website, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the website. We are not in any way responsible for any such interference or prevention of your access or use of the website. We make no warranty that:

• errors or defects will be correct;
• the website will be free of viruses or other harmful components; or
• the website will not be affected by data entry errors, including incorrect entries, double entries or delayed entries, or incorrect or untimely data supplied by third parties.

It is your sole responsibility to determine that the website meets your needs or the needs of your business and is suitable for the purposes for which it is used.

To the maximum extent permitted by law, including Australian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs – which may be suffered due to your use of the website and/or the information or materials contained on it, or as a result of the inaccessibility of this website and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date. To the extent we are unable to exclude liability, our total liability for loss or damage you suffer or incur from your use of our website is limited in respect of any one incident, or series of connected incidents, to us re-supplying the website services to you, or, at our option, us refunding to you the amount you have paid us for the website services in the previous month to which your claim relates. If you are not satisfied with the website, your sole and exclusive remedy is to cease using the website and terminate these Terms.

• We may, at our discretion, remove information that you have input into the website. If we elect to do this, we will take reasonable steps to notify you in advance so that you are able to back-up information before it is deleted.

Intellectual Property

Because we know how important it is to be clear about this!

Unless otherwise indicated, we own or license from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in this website and in all of the material (including all text, graphics, logos, audio and software) made available on this website (Content).

Your use of this website and use of and access to any Content does not grant or transfer any rights, title or interest to you in relation to this website or the Content. However, we do grant you a non-exclusive licence to access the website and view the Content on the terms and conditions set out in these Terms and, where applicable, as expressly authorised by us and/or our third-party licensors.

Any reproduction or redistribution of this website or the Content is prohibited and may result in civil and criminal penalties. In addition, you must not copy the Content to any other server, location, reproduction or distribution is expressly prohibited.

All other use, copying or reproduction of this website, the Content or any part of it is prohibited, except to the extent permitted by law.

Unacceptable activity

Some things are not on

You must not commit any act that we would deem to be inappropriate, unlawful or prohibited by any laws applicable to the website, including but not limited to:

• any act that would constitute a breach of either the privacy (including uploading private or personal information without an individual's consent) or any other of the legal rights of individuals;
• using this website to defame or libel us, our employees or other individuals;
• uploading files that contain viruses that may cause damage to our property or the property of other individuals;
• posting or transmitting to this website any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise, or which is detrimental to or in violation of our systems or a third party's systems or network security.

If we allow you to post any information to the website, we have the right to take down this information at our sole discretion and without notice.

Waiver re accuracy, completeness and timeliness of information

We do our best, but you need to do your own research in relation to any information on the website

The information on the website is not comprehensive and is intended to provide a summary of the subject matter covered. While we use all reasonable attempts to ensure the accuracy and completeness of the information on the website, to the extent permitted by law, including Australian Consumer Law, we make no warranty regarding the information on the website. You should monitor any changes to the information contained on the website.

We are not liable to you or anyone else if interference with or damage to your computer systems occurs in connection with the use of the website or a linked website. You must take your own precautions to ensure that whatever you select for your use from the website is free of viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.

We may, from time to time and without notice, change or add to the website (including the Terms) or the information, products or services described in it. However, we do not undertake to keep the website updated. We are not liable to you or anyone else if errors occur in the information on the website or if that information is not up to date.

What happens if you (or we) terminate your access to a registered account?

Archiving your data and data that is in a practitioner’s registered account

You can elect to close your registered account, and we may close your registered account in some instances (for example, if you breach these Terms). If your registered account is closed, your data will be archived and you will no longer be able to access your registered account. Please note that data that you have previously shared with practitioners, or data about you that a practitioner has created, will not be archived – instead, that data will be maintained on that practitioner’s registered account.

Other terms and conditions

(The usual things you would expect)

Jurisdiction and governing law - Your use of the website and these Terms are governed by the law of Victoria, Australia, and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, Australia.

Entire agreement - These Terms, together with our Privacy Policy and the terms of any other notices or instructions given to you under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings, and constitute the entire agreement between you and us relating to our services and website and the other matters dealt with in these Terms.

Waiver - If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Dispute Resolution - If there is a dispute between the parties in relation to these Terms, 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 meet in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
• If the parties cannot agree on 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 Institute of Victoria 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.
• Any attempts made by the parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the parties under these Terms, by law or in equity.

Delays - Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money. No Assignment - You may not assign or transfer any rights to any other person without our prior written consent.

Severability - If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.

Notices - Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to us must be sent to privacy@halaxy.com or to any other email address notified by email to you by us. Notices to you will be sent to the email address which you provided when setting up your access to the website.

Rights of Third Parties - A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

Accrued Rights - Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms you will immediately cease to use our services and the website.