These terms of use (Terms of Use), together with any Order Form comprise the agreement between TCI Health Pty Ltd ABN 18 656 230 278 ("TCI Health") and the Customer, in relation to the Customer's use of and access to the Application and TCI Health's provision of the Services to the Customer.

Defined Terms

In these Terms of Use, the following terms have the following meanings:

"Account": means an account created by the Customer in order to obtain access to the Application and access the Services.
"Agreement": means the agreement comprised of these Terms of Use (as amended from time to time as permitted hereunder), together with the contents of, and subject to any amendments set out in an Order Form.
"Application": means the Anaemate application operated by TCI Health, and unless the context requires otherwise, includes any third party applications licensed and used by TCI Health in order to deliver the functionality of TCI Health's proprietary application.
"Authorised User": means a person who is granted specific access or rights to access the Account of the Customer in order to have access the Application and the Services.
"Business Day": means a day on which banks are open for business in Melbourne, Victoria, Australia, other than a Saturday or Sunday.
"Content": means content and materials appearing at or accessible through the use of the Application but excludes Customer Data.
"Customer": means the party who signs up to the Application through TCI Health's mobile app, or whose details are set out in the Order Form, and who takes a licence of the Application and acquires the Services hereunder (it being noted that where an individual's details are noted in an Order Form, or on signing-up through TCI Health's mobile app that they are to be considered to be contracting on their own behalf, or on behalf of the entity that they represent, as the context requires).
"Customer Data": means data owned or supplied by the Customer, or which may otherwise be accessed, obtained, generated, supplied, developed, entered into or stored on the Application at the express or implied request of the Customer.
"Eligible Data Breach": has the meaning given to it in the Privacy Act 1998 (Cth).
"Fees": means the fees for the Licence and the Services and, where the context allows, includes any other fees and charges agreed between the parties, as specified in the Order Form.
"GST": has the same meaning as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"Health Information": has the meaning given to it in the Privacy Act 1998 (Cth).
"Insolvency Event": means, in respect of a body corporate, the body corporate is liquidated, whether compulsorily or voluntarily (other than for the purpose of amalgamation or reconstruction whilst solvent), or the body corporate becomes unable to pay its debts as they fall due or is unable to pay its debts within the meaning of the applicable insolvency laws, or the body corporate enters into any arrangement with creditors, an application or order is made for the winding up or dissolution of, or the appointment of a provisional liquidator, to the body corporate or a resolution is passed, or steps are taken to pass a resolution for the winding up or dissolution of the body corporate otherwise than for the purpose of an amalgamation or reconstruction that has the prior consent of all shareholders, or the body corporate becomes subject to external administration within the meaning of applicable insolvency law, including having a receiver or administrator appointed over all or any part of its assets or where a body corporate gives notice of intention to appoint an administrator. It also means anything analogous (such as analogous bankruptcy processes) or having a substantially similar effect to the events specified above occurs in relation to a party, including the court appointment of a receiver.
"Licence": has the meaning set out in clause 1(a).
"Licence Term": means the term of the licence to the Application and the period of provision of Services as set out in an Order Form.
"Order Form": means an order form in a format provided by TCI Health.
"Patient": means a patient of a Customer (or its Authorised User) who has received, or is proposing, considering or planning to receive, medical services from a Customer (or the Customer's Authorised User) and whose information may be stored on the servers which TCI Health utilises to provide the Application.
"Personal Information": has the meaning given to it in the Privacy Act 1988 (Cth).
"Privacy Laws": means the Privacy Act 1988 (Cth), the Privacy and Data Protection Act 2014 (Vic) and equivalent legislation in force in other States and Territories of Australia, the Health Records Act 2001 (Victoria) and equivalent legislation in other States and Territories and the Healthcare Identifiers Act 2010 (Cth).
"Services": means any specific services set out in an Order Form, and subject to any express or implied limitations or requirements set out in that Order Form, shall include services obtained through use of the Application such as the facilitation of payment of billings by third party payers (such as Medicare Australia, private health funds, or other regulatory payers), the provision of a secure platform for Patients to pay any gap fees incurred from medical services provided by their practitioner (being the Customer or their personnel) and the provision for Customers with statistical analysis of their invoices, billings and practices, including with respect to their individual Patients.

1. Licence and Registration

(a) Upon acceptance of this Agreement and subject to the payment of the Fees, TCI Health grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Application in accordance with this Agreement, during the Licence Term ("Licence"). The Licence includes a right to access and use the Content.

(b) In order for TCI Health to provide the Services, the Customer must create an Account to use the Application.

(d) The Customer agrees to:

(i) keep its password(s) confidential and not disclose it to any other person;

(ii) ensure that its registration details are true and correct at all times and must notify TCI Health of any change to the registration details as originally supplied; and

(iii) immediately notify TCI Health of any unauthorised use of the Account or password or any other actual or suspected breach of security.

(e) The Customer acknowledges that TCI Health shall have access to the Account in order to provide the Services, which may include assisting with support queries, and to review and fix bugs and operating issues.

(f) The Customer is solely responsible for selecting, and providing access and sub-licences to, only appropriately qualified and appointed users (Authorised Users) under the Customer's Account and shall be liable for any use of the Application and Services through the Account (even by persons who are not Authorised Users excepting where the use has occurred through a cyber incident which was not within the Customer's control).

(g) The Customer must supervise, monitor, and train Authorised Users to ensure the proper use of the Application and the Services, compliance with the Terms of Use, and the security of the information obtained through or provided in relation to the Account, through the Application and the Services. The Customer acknowledges and agrees that TCI Health shall not be responsible for or liable in respect of the selection, supervision, monitoring, or training of the Customer's Authorised Users.

(h) The Customer may only grant sub-licences in respect of the Licence with the prior written consent of TCI Health. For the avoidance of doubt, the granting of access to Authorised Users in accordance with clause 1(f) shall not be considered a sub-licence for the purposes of this clause.

(i) The Customer is responsible for terminating access to the Account, Application and Services for individuals who are, or should, no longer be, Authorised Users (including, without limitation, where such individual leaves the employ of the Customer).

2. Fees

(a) The Fees payable in respect of the Licence and use of the Application and the Services are as set out in the Order Form. Unless the Order Form provides otherwise, those Fees shall be paid within 14 days after the date of TCI Health's invoice to the Customer, using the method of payment referred to in the Order Form or as otherwise notified to the Customer.

(b) The Customer must pay the Fees on the basis set out in the Order Form.

(c) If the Customer disputes the whole or any portion claimed in an invoice submitted by TCI Health, the Customer shall pay the portion of the amount stated in the invoice which is not in dispute and shall notify TCI Health in writing (within 7 days of receipt of the invoice) of the reasons for disputing the reminder of the invoice. Disputes in relation to unpaid amounts will be dealt with under clause 16 (Dispute Resolution) of this Agreement and disputed amounts shall not become payable until the dispute is resolved in accordance with that clause.

(d) Subject to (c), if the Customer fails to pay TCI Health any amount payable under this Agreement when due, then:

(i) all money the Customer then owes to TCI Health becomes immediately payable;

(ii) the Customer must pay, in addition to the amount outstanding, interest at the rate equal to the cash rate target published by the Reserve Bank of Australia, plus a margin of 5% per annum on the amount outstanding for each day during which the default continues.

3. Other Payment Related Services

(a) Where so indicated in an Order Form, (most typically, where the Customer is an individual) the Customer appoints TCI Health as its agent (and TCI Health accept such appointment) to:

(i) issue invoices on its behalf and as instructed by the Customer in respect of the medical services in relation to which the Customer have requested TCI Health provide the Services (including as set out in an Order Form);

(ii) collect and deposit into TCI Health's nominated bank accounts the amounts received in payment of such invoices, which TCI Health will beneficially hold on the Customer's behalf;

(iii) issue receipts in the Customer's name in respect of those invoices;

(iv) disburse amounts collected from those invoices to the Customer, less TCI Health's Services Fees, within a reasonable time after receipt; and

(v) issue the Customer with a tax invoice for the Services Fees plus GST for the period since the last tax invoice.

(b) The Customer agree to complete, sign and give to TCI Health all forms, documents, or other approvals necessary or desirable for TCI Health to provide the Customer with the Services.

(c) The Customer agrees that the Customer is liable for (and shall indemnify TCI Health against) any repayments, claims, losses, or other damages which may arise as a direct result of monies received under clause (c) above, including (but not limited to) any liabilities, losses, costs or expenses which TCI Health may incur in connection with any claims brought against TCI Health by a regulator, tribunal or government department (including under the Health Legislation Amendment (Improved Medicare Compliance and Other Measures) Act 2018 (Cth), provided that:

(i) it notifies Customer within 3 days of receiving any such claim;

(ii) it gives Customer an opportunity to provide a response to the claim or contribute information relevant to the claim which may mitigate any consequence, loss or damage; and

(d) Customer is only liable for any legal or administrative costs or expenses reasonably incurred by TCI Health. The Customer shall ensure that its billing practices do not breach any law or agreement with a third party.

4. Permitted Uses

(a) To the extent that any Content appearing at or accessible through the Application is the subject of copyright, the Customer's rights in respect of that material are to use it only for the purposes of obtaining the benefit of the Application and the Services.

(b) The Customer may not modify or copy whether in whole or in substantial part the layout of, or any code contained in the Application.

(c) The Customer must use the Application in accordance with any reasonable directions given by TCI Health, and with all applicable local and foreign laws and regulations.

(d) The Customer must ensure that it reviews the access rights of Authorised Users at regular intervals;

(e) The Customer must not, nor cause or permit any other person to:

(i) use the Application or the Services in a manner or for a purpose which is improper, immoral or fraudulent, is contrary to normal operating procedures notified by TCI Health, which infringes any person's rights (including their intellectual property rights or privacy rights), which breaches these Terms of Use, or which restricts or interferes with the provision of the Application or Services by TCI Health to any other user;

(ii) alter, modify, adapt or copy the whole or any part of the Application;

(iii) reproduce, duplicate, sell, exploit, decompile, dissemble, reverse engineer, enhance, alter or otherwise interfere with the whole or any part of the Application;

(iv) remove or obscure any copyright, trade mark or other proprietary notice appearing on or in relation to the Application or the Services;

(v) enter into any transaction relating to access or use of the Application with a party other than TCI Health, without TCI Health's prior written consent;

(vi) use any part of the Application or the Services to aid any person or entity that conducts business which is the same or substantially similar to TCI Health's business (being the business of providing billing and administrative services to medical practitioners);

(vii) attempt to disable or circumvent any security or other technological measure designed to protect the Application, the Services or users generally;

(viii) attempt to gain unauthorised access to the Application, computer systems or networks connected to the Application, through hacking, password mining or any other means;

(ix) use any mechanism, device, software or script to affect the proper functioning of the Application nor introduce any virus or harmful data or code;

(x) use the Application for the purposes of sending messages contrary to the Spam Act 2003 (Cth); or

(xi) use the Application or the Services for any purpose or activity of an illegal, fraudulent, obscene, offensive, or defamatory nature.

(f) At all times the Customer must:

(i) not engage in any unsound, unethical or improper business practices;

(ii) provide full and correct information to TCI Health in relation to its use of the Application and the Services;

(iii) ensure at all times that the Customer's conduct (and that of its personnel) does not bring any discredit to TCI Health or cause any nuisance or disruption to it; and

(iv) immediately notify TCI Health if the Customer become aware of any malfunction of the Application.

5. Links to Other Websites

(a) The Application contains links to sites on the internet owned and operated by third parties and which are not under TCI Health's control.

(b) In relation to the other sites on the internet, which are linked on the Application, TCI Health:

(i) provides the links to other sites as a convenience to the Customer and the existence of a link to other sites does not imply any endorsement by TCI Health of the contents of any linked site; and

(ii) is not responsible for the material contained on those linked sites.

6. GST

(a) In this clause, terms used that are defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning as in that Act.

(b) If GST is payable on any supply made under or in connection with this Agreement, the party providing the consideration for that supply (Recipient) must pay to the party making the supply (Supplier) an additional amount equal to the GST payable on the supply.

(c) The Recipient must pay the additional amount at the same time and in the same manner as the consideration for the supply is provided.

(d) The Supplier must issue a tax invoice to the Recipient in respect of the supply at or before the time the additional amount is paid.

7. Compliance with Law

(a) The Customer acknowledges that through the Application, TCI Health collects and shares Personal Information and Health Information, purportedly in accordance with its privacy policy.

(b) Each party acknowledges that it is bound by and agrees to comply with the Privacy Laws, and in any event will act as though it is bound by them.

(c) The Customer must ensure that it has obtained the informed consent of each person (including each Patient) whose Personal Information and Health Information it collects and discloses (including through the use of the Application and the Services) and that it has explained to each such person the manner in which the Customer intends to use the person's Personal Information and Health Information (including through the Application and the Services).

(d) The Customer shall indemnify TCI Health and its personnel in respect of any loss or damage arising out of a breach of the Customer's obligations under this clause, including any failure to obtain appropriate consents and approvals as required under the Privacy Laws. In providing the Application and the Services, TCI Health must comply, and ensure that its officers, employees, agents and subcontractors comply with the Privacy Laws and not do anything, which if done by the Customer would breach the Privacy Law. TCI Health will notify the Customer if it becomes aware that it may be required to disclose Personal Information by law or to the Office of the Australian Information Commissioner or otherwise in accordance with this Agreement.

(e) If TCI Health becomes aware that there are reasonable grounds to suspect that there may have been an Eligible Data Breach in relation to any Personal Information held by TCI Health as a result of this Agreement or its provision of the Application or Services, TCI Health agrees to:

(i) notify the Customer in writing as soon as practically possible;

(ii) carry out an assessment and otherwise act in accordance with the requirements of Privacy Law; and

(iii) take all reasonable action to mitigate the risk of the Eligible Data Breach causing serious harm to any of the individuals to whom it relates; unless otherwise directed by the Customer, take all other action necessary to comply with the requirements of Privacy Law.

(f) TCI Health must ensure that any subcontract entered into by TCI Health for the purposes of fulfilling TCI Health's obligations under the Agreement imposes on the subcontractor the same obligations regarding privacy and Eligible Data Breaches that TCI Health has under the Agreement.

8. Disclaimers and Limitations of Liability (continued)

(a) Nothing in this Agreement is intended to exclude any non-excludable provisions of the Australian Consumer Law, including any non-excludable warranties or remedies thereunder.

(b) To the maximum extent permitted by law, and subject to (a) above and (c) and (d) below, or unless TCI Health has been fraudulent or negligent in its provision of the Application, the Application is provided on an "as is" basis, without warranties of any kind and TCI Health excludes, and does not make any representation, warranty or endorsement of any kind, whether express or implied (and the Customer acknowledges and accepts):

(i) that the operation of the Application will be uninterrupted or error free or conform to any reliability or performance standards and accepts that there will be outages and interruption from time to time;

(ii) as to the quality, capabilities, operations, performance or suitability of the Application for any particular purpose to which the Customer wishes to apply to the Application; and

(iii) that the Application, Content, information and or material available for download is free from viruses or other conditions that could damage or interfere with data, hardware or software.

(c) TCI Health will use reasonable efforts to make the Services accessible 24 hours a day, seven days a week or as otherwise stated from time to time, but TCI Health does not guarantee such availability.

(d) It will be a material breach of this Agreement if the Services or the Application are unavailable for a continuous period of 48 hours for reasons unrelated to third-party provider outages.

(e) Information that TCI Health makes available to the Customer (including any Patient-submitted information) is generally provided by third parties and does not originate from TCI Health. TCI Health does not independently verify the information provided by third parties, including information provided by any individual Authorised User or Patient. TCI Health passes on information to the Customer (including any details about Patients) with no representation or warranty regarding the accuracy, truthfulness, usefulness, reliability or integrity of any such information.

(f) To the extent permissible at law, with respect to the information or material contained on or accessible through use of the Application or linked sites on the internet, TCI Health:

(i) makes the same available without assuming a duty of care to Authorised Users; and

(ii) does not provide professional advice,

and therefore, to the fullest extent permitted by law, TCI Health disclaims any and all warranties, guarantees or representations (either express or implied) about the accuracy, reliability, completeness, usefulness, timeliness or otherwise of any such information and material.

(g) To the extent permissible at law, TCI Health will not be liable for loss or damage of any kind recognised by law (even if it has been advised of the possibility of such loss of profits or damages) which are the consequence of the Customer acting, or failing to act, on any information or material contained on or referred to in the Application or linked sites, provided TCI Health has not acted fraudulently or negligently in relation to the inclusion or reference to such information or material.

(h) To the extent permissible at law, and provided that TCI Health does not act fraudulently or negligently in this regard, TCI Health does not warrant, guarantee or make any representation that:

(i) the Application, or the server that makes the Application available on the internet are free of software viruses;

(ii) the Application will operate uninterrupted or are error-free; and

(iii) errors and defects in the Application will be corrected;

and the Customer must take its own precautions to ensure that the process which the Customer use for accessing the Application does not expose the Customer to the risk of viruses, malicious computer code or other forms of interference which may damage its computer system.

(i) To the extent permissible at law, and provided that TCI Health does not act fraudulently or negligently in this regard, and except as set out otherwise in these Terms of Use, TCI Health shall not be liable to the Customer for:

(i) errors or omissions in the Application, or linked sites on the internet and Services;

(ii) delays to, interruptions of or cessation of the Application or Services;

(iii) any interference or damage to the Customer's computer system which arises in connection with its use of the Services, the Application, or linked sites; and

(iv) defamatory, offensive or illegal conduct of any third party user of the Application or Services.

(j) Where content appearing on or accessible through the Application or Services is provided by others and contains opinions or judgements of third parties, TCI Health does not purport to endorse those opinions or judgements, nor the accuracy or reliability of them.

(k) To the extent permissible at law the Customer is responsible for all activities that occur under its Account and liable for the acts, defaults, and omissions of any person who accesses its Account, as if they were acts, defaults, or omissions by the Customer.

(l) (l) TCI Health undertakes to take reasonable efforts to protect the information which TCI Health transmits and receives in accordance with TCI Health's Privacy Policy, TCI Health does not warrant the security of any information which the Customer transmits to TCI Health.

(m) To the fullest extent permitted by law and except as otherwise expressly stated in these Terms of Use, TCI Health's liability to the Customer for any reason (including any breach of, or omission under, these Terms of Use) is limited in aggregate to the amount of the Fees paid to TCI Health by the Customer in respect of the previous 12 months prior to the event giving rise to the liability. This limitation does not apply;

a. in respect of a claim that the Customer's use of the Application or the Services infringes any third party's intellectual property rights;

b. to the extent that the Australian Consumer Law prohibits such limitation; or

c. in respect of a data breach or cybersecurity incident in circumstances where TCI Health has been negligent in implementing reasonably prudent measures to prevent the likelihood of, or the damage flowing from, such data breach;

provided however that to the extent permissible at law TCI Health's total liability under (a)(b) or (c) shall not exceed $500,000.

(n) To the fullest extent permitted by law neither party shall be liable to the other for any direct, indirect, incidental, special and/or consequential damage, loss, claim, expense or loss of profits, economic loss, business interruption, loss of goodwill, loss of profits, loss of savings on overheads or any loss of data arising under this Agreement.

(o) Nothing in these Terms of Use is intended to exclude or limit any condition, warranty, right, or liability in a manner that is not permissible under applicable law. In some circumstances, some jurisdictions may not permit the exclusion of certain warranties or conditions, the exclusion of incidental or consequential damages, or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract, or breach of implied terms. Accordingly, only the above limitations which are lawful in the applicable jurisdiction in which the Customer may use the Services. With respect to any limitations which are not lawful as stated, TCI Health's liability will be limited to the maximum extent permitted by applicable law.

(p) The liability of a party for loss or damage sustained by the other party under these Terms of Use will be reduced proportionately to the extent that such loss or damage has been caused by the other party's failure to comply with its obligations and responsibilities under these Terms of Use or to the extent that the other party's negligence or failure to mitigate has contributed to such loss or damage, regardless of whether a claim is made by the other party for breach of contract or negligence.

(q) Except as set out hereunder or as otherwise required by law, TCI Health is not responsible for unauthorised access to, use of or alteration of the Customer's information.

9. Suspension and Termination

(a) The Agreement commences at the beginning of the Licence Term and continues until terminated in accordance with these Terms of Use or as otherwise stipulated under any Order Form.

(b) TCI Health may temporarily interrupt or suspend the Customer's access to the Application in the following circumstances:

(i) for scheduled maintenance, TCI Health will use reasonable efforts to provide the Customer with prior notice (where practicable) and will schedule such maintenance to minimise disruption to the Customer's operations.

(ii) TCI Health may suspend access to the Application immediately and without prior notice if TCI Health determines, in its reasonable opinion, that it is necessary to protect the security, integrity, or performance of the Application or to prevent imminent harm to TCI Health or its other customers. TCI Health will notify the Customer of the suspension as soon as reasonably practicable.

The Customer acknowledges that the Application may be subject to minor interruptions and updates from time to time as part of the ongoing provision of the Services. The Customer agrees that to the extent permissible at law TCI Health will not be liable for any costs, losses or damages of any kind that may arise from any such interruption, suspension, termination or alteration pursuant to this clause.

(i) the other party is in material breach of this Agreement and has been notified in writing of the breach and has not remedied that breach within 10 working days of the notice;

(ii) the terms of this Agreement are altered without the prior written consent of the Customer;

(iii) the other party commits a material breach of the Agreement which is incapable of being remedied; or

(iv) the other party suffers an Insolvency Event.

(d) On termination or expiry, all access to the Application and the Services shall cease and the Customer must immediately pay any and all outstanding invoices or any charges or fees incurred as a result of its access and use of the Service before the date of termination.

(e) Termination does not affect any accrued rights or liabilities of either the Customer or TCI Health, nor does it affect any provision which is expressly or by implication intended to operate after termination.

10. Alteration of Terms of Use

(a) Subject to clause 10(b), TCI Health reserves the right to change these Terms of Use, and/or its Privacy Policy, on the provision of 30 days written notice to the Customer, however, provided that if an amendment is required for TCI Health to comply with applicable law, TCI Health may provide such shorter period of notice as is reasonably practicable.

(b) The Customer may object to the changes in writing and ask TCI Health to agree to reasonable amendments to the changes in the Terms of Use. If no objection is received in writing from the Customer within 30 days of the notification of such amendments coming into effect ("Objection Period") and the Customer continue to use the Application beyond the Objection Period and does not exercise its right to object, the Customer is taken to have agreed to the changes to the terms, following which the changes can take effect. If the Customer does object to such changes, the dispute resolution procedure in clause 15 shall apply. If the parties fail to agree on such changes, having followed that procedure, the Customer will have the right to terminate the Agreement, by providing written notice to TCI Health, which termination shall be the Customer's sole remedy.

11. Use and Disclosure of Personal Information

(a) TCI Health will comply with the Australian privacy legislation with respect to TCI Health's collection, storage, use and disclosure of personal information and will abide by its privacy policy. See here for details of how TCI Health collects, stores, uses and discloses personal information.

12. Customer Data

(a) The Customer represents and warrants that it has the necessary rights, consents and permissions to upload any Customer Data that it submits to the Application or provides in connection with the Services.

(b) The Customer grants TCI Health a non-exclusive licence to use such Customer Data for the purposes of providing the Application and the Services to the Customer.

(c) Nothing in this Agreement constitutes any transfer or assignment of the intellectual property rights in the Customer Data, to TCI Health.

(d) The Customer acknowledges and agrees that it is solely responsible for managing its Authorised Users' access to Customer Data. This includes providing current or former Authorised Users with access to, or copies of, any Customer Data related to their activities as may be required by law or any separate agreement between the Customer and the Authorised User. TCI Health will provide the Customer with reasonable assistance within the Application to enable the Customer to fulfil these obligations.

(e) Nothing in this Agreement will prevent TCI Health from disclosing Customer Data to the extent required by law, regulation, or a valid and binding order of a court or other governmental authority. TCI Health will, to the extent legally permissible, provide the Customer with prompt written notice of such disclosure. TCI Health agrees to provide reasonable assistance to the Customer (at the Customer's expense) to contest such a disclosure. If TCI Health is compelled to disclose Customer Data, it will disclose only that portion of the Customer Data that it is legally required to disclose.

13. Intellectual Property Rights

(a) TCI Health owns all intellectual property rights (including but not limited to copyright) in respect of the Application including, but not limited to, copyright in the Content (to the extent that TCI originates that Content). Access thereto is provided to the Customer in accordance with the Licence and may not be:

(i) re-sold or re-distributed in any material form;

(ii) stored in any storage media; or

(iii) re-transmitted in any media,

without TCI Health's prior written consent.

(b) TCI Health is the owner of all trade mark rights in respect of "Anaemate". No license is granted to the Customer to use that trade mark or any deceptively similar mark except other than for (and if and to the extent necessary for) the purposes of sub-licensing the Services to its Authorised Users.

(c) Other than for the purposes of, and subject to the conditions prescribed under applicable copyright laws which apply in the Customer's location, and except as expressly authorised by the Terms of Use, the Customer may not in any form or by any means without TCI Health's prior written approval:

(i) adapt, reproduce, distribute, print, display, perform, publish or create derivative works from any part of the Application or Services; or

(ii) commercialise any Content, goods or services obtained from any part of the Application or Services.

(d) The Customer guarantees and warrants that it has owns or has all necessary rights and permissions to upload any Customer Data that it uploads to the Application and has obtained any consents which may be required under applicable privacy legislation for the use and disclosure of such information. By submitting any information or other material to TCI Health (including inputting data or engaging in any other form of communication), the Customer grants to TCI Health a royalty-free, non-exclusive, unrestricted, licence to do the following in respect of the information or material for the purpose of complying with TCI Health's obligations under, and to permit the Customer to comply with all of its obligations under, the Terms of Use.

(e) The Customer grants to TCI Health a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide licence to use, reproduce, modify, distribute and incorporate into TCI Health's products and services (without attribution of any kind) any suggestions, enhancements requested, improvement, recommendation, correction or other feedback provided by the Customer in relation to TCI Health, the Application or the Services. At TCI Health's request and expense, the Customer will execute and deliver to TCI Health such instruments and take such other actions as may be required to give full legal effect to this grant of licence and consent. TCI Health shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the Application and any Customer Data therein from unauthorised access, use, disclosure, alteration, or destruction. Such safeguards shall include, but not be limited to, measures to:

(a) prevent cybersecurity incidents, including malware, denial-of-service attacks, and other unauthorised intrusions; and

(b) prevent data breaches involving Customer Data.

14. Indemnity

(a) Subject to the limitations set out in these Terms of Use and in particular this clause 14, the Customer will at all times indemnify and keep indemnified TCI Health and TCI Health's respective officers, employees, contractors and agents ("those indemnified under this clause") from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of those indemnified under this clause arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified under this clause where such loss or liability arose out of, in connection with or in respect of:

(i) the Customer's use of the Application and the Services;

(ii) any breach of this Agreement by the Customer; and

(iii) TCI Health's collection, use, publication or distribution of the material or information supplied by the Customer from time to time.

(b) Subject to the limitations set out in these Terms of Use, TCI Health will at all times indemnify and keep indemnified the Customer and its respective officers, employees, contractors and agents ("those indemnified under this clause") from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of those indemnified under this clause arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified under this clause where such loss or liability arose out of, in connection with or in respect of TCI Health's breach of this Agreement.

(i) notify the other party within 14 days of receiving any such claim;

(ii) give the other party an opportunity to provide a response to the claim or contribute information relevant to the claim which may mitigate any consequence, loss or damage; and

(iii) Give the other party the opportunity to assume defence of the claim, if reasonable in the circumstances and requested by that party.

15. Dispute Resolution

(a) The procedure set out in this clause must be followed in relation to the resolution of a dispute concerning the interpretation of a term this Agreement or of the Parties' rights or obligations pursuant to this Agreement ("Dispute").

(b) Upon any Dispute arising, a Party may give written notice to the other Party that a Dispute exists ("Dispute Notice"). The Dispute Notice shall provide the recipient with the full particulars of the matters in Dispute.

a. within 5 Business Days of receipt of a Dispute Notice, the recipient shall hold discussions in good faith in an attempt to resolve the Dispute;

b. within 5 Business Days following the expiry of the relevant period in the previous sub-clause, the Parties to the Dispute must attempt to agree on the appointment of a mediator. In the absence of agreement on the appointment of a mediator, a mediator is to be appointed by the President for the time being of the Law Institute of Victoria, with the costs of the mediation to be borne equally by the parties to the Dispute;

c. the Parties to the Dispute shall use their best endeavours to ensure the mediation takes place within 30 Business Days of a mediator being appointed; and

d. any mediation that takes place pursuant to the operation of this clause is to take place in Melbourne, Australia.

(d) Except for the purpose of obtaining urgent interlocutory or declaratory relief from a court of competent jurisdiction, no Party shall commence any proceedings in any court, tribunals or otherwise without first providing a Dispute Notice and complying with the dispute resolution process set out in this clause.

(e) If the dispute resolution process set out in this clause is followed and a resolution cannot be reached between the Parties acting reasonably, the Parties shall be deemed to have complied with the dispute resolution process set out in this clause for the purpose of this clause.

16. No Solicitation, Communication or Relationship

(a) Each party agrees that, unless the relevant party provides its written consent otherwise, for the Licence Term and for a period of 1 year thereafter neither party will, either directly or indirectly, and whether on its own behalf or on behalf of any other person, firm, or company, solicit, entice, or endeavour to entice away from the other party any director, officer, employee or contractor of the other party, or make an offer employment or engagement to any such person.

(b) Nothing in this Agreement creates or is intended to create an association, trust, partnership, joint venture or any other entity or similar legal relationship between the parties to this Agreement, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to either party. Neither party is or shall act as or be the agent or representative of the other party.

17. Relevant Jurisdiction

(a) If any part of this Agreement is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of this Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.

(b) This Agreement will be governed by and interpreted in accordance with the law of Victoria, Australia without giving effect to any principles of conflicts of laws.

(c) The parties submit to the jurisdiction of the courts of Victoria, Australia in relation to any dispute arising out of this Agreement.

18. General

(a) TCI Health may subcontract the performance of the Services. TCI Health will remain liable for the actions of any such subcontractors or consultants such that an act of omission by any such person which would be a breach of this Agreement were it an act or omission of TCI Health will be deemed a breach by TCI Health.

(b) The Customer may not assign or otherwise create an interest in the Agreement without TCI Health's prior written consent, which must not be unreasonably withheld.

(c) TCI Health may not assign or otherwise create an interest in TCI Health's rights under the Agreement without Customer's prior written consent, which must not be unreasonably withheld.

(d) Any provision or clause in the Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses or provisions of the Agreement.

(e) The provisions of clauses 2, 3, 7, 8, 11, 12, 13, 14 and 16 that are capable of surviving termination or expiry of this Agreement shall do so. This Agreement provides the entire understanding between the parties and supersedes all prior agreements, arrangements, promises, assurances, warranties, representations and communications, whether oral or written, relating to its subject matter.

(f) In the event of any inconsistency between the terms of the Order Form and the terms of the Agreement, the terms of the Order Form shall prevail.

19. Interpretation

In the interpretation of this Agreement, the following shall apply unless the context otherwise requires:

(a) the singular includes the plural and vice versa;

(b) a reference to any legislation includes any statutory modification or re-enactment of, and any subordinate legislation issued under, that legislation or legislative provision;

(c) a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;

(d) a reference to any gender includes all genders;

(e) a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to the Terms of Use;

(f) a reference to any party to the Terms of Use or any other document or arrangement includes that party's executors, administrators, substitutes, successors, and permitted assigns;

(g) a reference to dollars or $ means the lawful currency of Australia;

(h) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and headings are for ease of reference only and do not affect interpretation;

(i) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of the Terms of Use, or any part of it; and

(j) unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced by "including", "for example" or similar inclusive expressions.

TCI Health Pty Ltd | ABN 18 656 230 278 | For questions about these Terms of Use, please contact us at legal@tcihealth.com.au