Terms and Conditions (Subscriber Agreement)
These terms govern the relationship between Halo Connect Pty Ltd ACN 651 020 638 (‘Halo Connect’, ‘we,’ ‘us,’ ‘our’) and subscribers to our services (‘you,’ ‘your’). Halo Connect operates on Medical Practice servers allowing for Halo Connect to integrate your Application with Best Practice Software, provide data and information to and transact with (write to) the Best Practice Software.
Please read the terms carefully. These terms may be changed by us from time to time. Changes are published on the Halo Connect website. Changes take effect on and from your next subscription renewal.
By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time you submit your Ordering Form, or by using or accessing the Services, you agree to be bound by this agreement. If you do not agree to this agreement, do not use or access the Services.1. Definitions
In these terms:
Application means any software application, website, or product you create or service you offer that uses the Services.
Best Practice means Best Practice Software Pty Ltd ACN 104 808 988.
Best Practice Software means the software owned by Best Practice and installed on the medical clinic's server or network.
Fee means the fee payable for the Services as detailed in the Ordering Form.
HaloAPI means the Halo Connect application programming interface developed by Halo Connect between the Medical Practice, the Best Practice Software and approved applications.
HaloHub means the web-based portal for managing your subscription.
HaloLink means the Halo Connect application HaloLink that is installed on the Medical Practice’s windows servers to connect it to HaloAPI.
Halo Modules means the modules of Halo Connect Including HaloLink, HaloAPI and HaloHub.
Input Data means any data and content uploaded, posted, transmitted or otherwise made available by users via the Services.
IP Rights is an abbreviation for “intellectual property rights” and includes copyright, patent rights, brand and trade mark rights, rights associated with databases, rights associated with trade secrets and confidential information, and the right to exploit, register or enforce any of those rights anywhere in the world.
Medical Practice means a medical practice that uses the Best Practice Software and your Application.
Ordering Form means Halo Connect’s applicable ordering documentation or other purchase flow referencing this agreement.
Personal Information has the meaning given in the Privacy Act 1988 (Cth).
Services means the use of Halo Modules, other developer services or any associated software (collectively, APIs) to facilitate connectivity between you and the Best Practice Software.
Service Level Commitment means the Halo Connect service level agreement located at https://www.haloconnect.io/service-level-agreement.
Subscription Term means the period stated in the Ordering Form, including any minimum term and renewed term.
Users means those individuals authorised by you to use the Services
2. Free Services
2.1 We may offer one or more of the Services to you at no charge (“Free Services”) for a period of time.
2.2 Subject to clause 2.4, you acknowledge that the terms and conditions of this agreement fully apply to any Free Services.
2.3 We may modify or terminate your right to use the Free Services at any time and for any reason in our sole discretion, without liability to you.
2.4 To the maximum extent permitted by law, we disclaim all obligations or liabilities with respect to the Free Services, including any support, warranty and indemnity obligations. Without limitation, support will be provided on an email basis only as and when available. If you switch from Free Services to a paid subscription, the terms of this agreement will continue to apply to the paid for Services.
3.1 For the duration of the Subscription Term and while the Fees are paid as per this agreement, you have the non-exclusive, non-assignable, royalty free, worldwide limited right to use the Services solely for your internal business operations, subject to the terms of this agreement.
3.2 We will use commercially reasonable efforts to make the Services available in accordance with our Service Level Commitment.
3.3.1 do not guarantee the uptime of the Services;
3.3.2 take no responsibility for the content or quality of Input Data, including write and read queries submitted to the Services. As a result, we do not warrant that the Services and any output produced by the Services, will be suitable for the purpose intended by you; and
3.3.3 rely on the availability of the Medical Practice servers and the Best Practice Software in order to provide the Services;
3.3.4 will not be liable for any damages caused by your inability to access the Services as a result of network or server downtime, transmission problems or otherwise.
3.5 You must not use the Services for any other purpose, or on-provide or re-sell any of them. You must not attempt to circumvent any security mechanism or control present in the Services.
3.6 You must use the Services lawfully. You must not transmit to us material that is unlawful to possess or transmit, is defamatory, infringes anyone’s IP Rights or interferes with anyone’s privacy.
4.1 We may perform scheduled maintenance on the Services from time to time.
4.2 In addition, we may in our sole discretion need to perform emergency or unscheduled maintenance. These maintenance activities may cause interruptions to access to the Services.
4.3 We will use reasonable efforts to inform you in advance of any such Service interruption.
5 Subscription Term
5.1 This agreement shall commence on the date set out in the Ordering Form.
5.2 Upon the expiry of the current Subscription Term unless you have given us notice prior to its expiry that you wish to end your subscription, this agreement will automatically renew for another Subscription Term of the same duration.
5.3 For clarity, you will not be provided with access to the Services until all Fees for the current Subscription Term have been paid in full.
6.1 You will pay all Fees specified in the Ordering Form.
6.2 Unless otherwise stated, all amounts are GST exclusive, and you must pay to us the GST component in respect of any supply that we make under this agreement at the same time as payment for the supply to which it relates.
6.3 Any amount to be reimbursed or paid under an indemnity shall be the sum of the amount of the reimbursable expense net of input tax credits and, if the recovery is a taxable supply, any GST payable.
6.4 The supplier of all taxable supplies must provide the recipient with a valid tax invoice before payment.
7 Invoicing and Payment
7.1 All Fees shall be paid in arrears, monthly or in accordance with any different billing frequency stated in the Ordering Form.
7.2 We will invoice you monthly or otherwise in accordance with the Ordering Form.
7.3 Unless otherwise stated in the Ordering Form, invoiced charges are due 30 days from the invoice date.
7.4 If you do not make payment of the Fees as set out in this agreement, then we may suspend you and your Users’ access to the Services until payment in full has been made to us.
8 Responsibility for Users
8.1 You are responsible for your Users who access the Services including:
8.1.1 your User’s compliance with applicable law, regulation and this Agreement;
8.1.2 identifying and authenticating all Users, for approving access by such Users to the Services, for controlling against unauthorised access and for maintaining the confidentiality of usernames, passwords and account information;
8.1.3 all activities that occur under the User’s usernames, passwords or accounts or as a result of you or your Users access to the Services, and agrees to notify us immediately of any unauthorised use;
8.1.4 granting to your Users permissions to access various functionality of the Services; and
8.1.5 all Input Data inputted by Users.
8.2 We are not responsible for any harm caused by Users, including individuals who were not authorised to have access to the Services or permission to access certain functionality of the Services but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in your local identity management infrastructure or your local computers.
9.1 Subject to any minimum term as specified in the Order Form, you may terminate this agreement at any time without cause and without liability by giving the other party 60 days written notice.
9.2 If you terminate this agreement under clause 9.3, you will pay us all amounts outstanding up to the date of termination. You acknowledge that termination under this clause will not entitle you to any refund of Fees paid in advance.
9.3.1 a party commits a material breach of this agreement and fails to remedy that breach within 30 days of receiving notice from the other party requiring it to do so;
9.3.2 if any Fees are more than 60 days overdue; or
9.2.3 an insolvency event occurs in relation to a party, then the other party may terminate this agreement by written notice to that party, in which case this agreement will terminate immediately.
10 IP Rights, privacy and confidentiality
10.1 We own the IP Rights in the:
10.1.1 Halo Connect name and brand;
10.1.2 Halo Connect website; and
10.1.3 Halo Modules, the Services and to any materials provided by us as part of the Services under this agreement (excluding third party software and materials), as well as any modifications or improvements thereto.
10.2 Except as expressly set out in this clause 10, you agree that nothing in this agreement transfers ownership in any IP Rights.
10.3 When you use the Services, we may create metadata from Input Data and usage of the Services. We own and may use such metadata for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify trends and undertake benchmarking which may be shared with others.
10.4 If our use of Input Data provided or made available by you results in us being subject to a claim for infringement of any IP Right of a third party or a claim by a third party, you agree to indemnify us against any claims, demands, damages, costs and expenses made against or suffered by us as a result of any such claim or action.
10.5 If your use of the Services results in you being subject to a claim for infringement of any IP Right of a third party, we agree to indemnify you against any claims, demands, damages, costs and expenses made against or suffered by you as a result of any such claim or action.
10.6 Each party’s liability to indemnify the other party under clause 10.4 and 10.5 will be reduced proportionally to the extent that any negligent act or omission of the indemnified party contributed to the loss.
10.7 You must delete all Input Data you have collected from a Medical Practice upon request by that Medical Practice, and when the Medical Practice deauthorises your Application or closes its account with you.
11 Security of Input Data
11.1 We must use reasonable security measures to protect Input Data against unauthorised access, use or disclosure.
11.2 We must:
11.2.1 establish and maintain safeguards against the destruction, loss, alteration or misuse of Input Data which are no less rigorous than the most stringent of:
11.2.2 those maintained by us for our own information of a similar nature (as updated from time to time); and
11.2.3 any systems or data security requirements required by applicable law;
11.2.4 provide and maintain up-to-date security, utilising security technologies, and techniques in accordance with industry best practices, with respect to the Services and our systems, networks and facilities, to prevent unauthorised access or ‘hacking’ of its databases, systems and networks and Input Data.
12.3 You agree that it is the sole responsibility of yours and/or the Medical Practice to (a) obtain any rights, permissions or consents that are necessary for the lawful use of Input Data and the operation of the Services; (c) ensure that the retrieval and writing of Input Data is lawful and authorised.
13.1 The Services are provided “as-is.” To the extent permitted by law, we exclude any warranty about the Services not expressly stated in this agreement.
13.2 We do not warrant that the Services will be error-free or will operate without interruption or will perform in the manner intended by you or will meet your requirements.
13.3 We have no liability to you for any consequential loss, lost revenue or profits, lost or unauthorised access to data, lost access or productivity, interference with privacy, business interruption, or any special, indirect or incidental loss, related to the Services. These exclusions apply even if we knew or should have known that you might suffer loss.
13.4 In no circumstances will our liability to you exceed the Fees actually paid by you in the Subscription Term in which the liability first arises.
13.5 We are not liable for any delay or failure to provide the Services caused by circumstances outside our control, including failure of a third party to provide products or services to us.
14 Other terms
14.1 This agreement is the entire agreement between the parties concerning the Services. Any prior negotiations or documents are superseded by this agreement.
14.2 This agreement is not intended to create a partnership, joint venture or agency relationship between the parties.
14.3 You may not assign or transfer this agreement or resell the Services. We can assign this agreement to an entity which acquires substantially all of our relevant business, or for the purpose of corporate reorganisation.
14.4 This agreement may be signed electronically by a method nominated by us. By using the nominated method, a party is taken to have consented to the use of that method and to have properly executed this agreement.
14.5 An individual signing on behalf of a company, partnership or other incorporated entity warrants that he or she has the authority of that entity to sign this agreement on its behalf.
14.6 You agree that we may identify you as a recipient of the Services and use your logo in sales presentations, marketing materials, press releases and other similar activities.
14.7 Queensland law governs this agreement and parties submit to the nonexclusive jurisdiction of the courts of Queensland.
How to contact us
We can be contacted by email at email@example.com
Halo Connect Pty Ltd
Last updated 24 October 2022