Clickwrap Agreement

In exchange for coreplus.com.au Pty Ltd ABN 64 128 352 269 (COREPLUS, we, our, us) permitting you to use and access our services offered now and in the future, including any of our online applications (Services), you agree to the terms set out below.  When we say “you” or “your” we mean both you and any organisation or entity you’re authorised to represent.

By accessing the Services, you agree to be bound by these terms and conditions (terms).

User Account Creation

1. To use certain features of the Services, you will need to create a user account (User Account) by providing your first and last names, an email address, a password, your practice name and other information that we may require from time to time. When you create a User Account for the Services you are a subscriber to our Services.

Subscriber role

2. As a subscriber, you take responsibility for controlling how your subscription to our Services is managed and who can access it. For example:

• you choose who’s invited to use the version of the Services you’ve subscribed to and you select what kind of access the invited user has. You can change or stop that access at any time;
• you’re responsible for resolving any disputes with any invited users over access to your subscription; and
• you’re responsible for all your invited users’ activity.

Invited users

3. If you invite others into your subscription to our Services, you must understand the authorisation you are granting to invited users, further details of which can be located at https://www.coreplus.com.au/pricing/. If you are an invited user, you are bound by these terms.

Licence

4. Whether you are a subscriber or an invited user, COREPLUS grants you a non-exclusive, non-transferable, revocable, non-sublicensable licence to use the Services (based on your subscription type, your user role and the level of access you’ve been granted) for as long as you continue to pay for the subscription, until the subscription is terminated, or – if you’re an invited user – until your access is revoked.
5. You must only use the Services:

• for your own internal business purposes, and not for the business purposes of any third party; and
• strictly in accordance with these terms.

6. You have no right to view the source code of the Services.

Your obligations

7. You must:

• not copy, reproduce, translate, adapt, vary or modify the Services or any part of the Services without the express consent of COREPLUS, except as expressly authorised by these terms or the Copyright Act 1968(Cth);
• not disrupt or interfere with the Services or servers or other software, hardware or equipment connected to or via the Services;
• not use data mining, robots, screen scraping, or similar automated data gathering techniques, extraction or publication tools on the Services (including for the purposes of establishing, maintaining, advancing or reproducing information contained in or on the Services), except with our prior written consent;
• not violate any relevant law relating to your use of the Services;
• take reasonable steps to supervise and control the use of the Services by your invited users to ensure such use is in accordance with these terms;
• take reasonable steps to ensure that the process which you use to access the Services does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer system;
• not provide or make the Services available, in any form, to any person other than your invited users and, to the extent the Services are designed for direct access by your patients (e.g. to book an appointment online), your patients without the prior written consent of COREPLUS;
• comply with all laws that apply to you;
• maintain the confidentiality and security of your User Account, all username and password information required by you to access the Services and immediately notify COREPLUS if your password has been lost, stolen or compromised in any way;
• not impersonate any other person in connection with your use of or access to the Services;
• not allow any other person to impersonate you or make use of your username or password; and
• notify us in writing as soon as possible of any unauthorised use of your account, your username and/or your password to allow us to take appropriate risk management action.

Performance and availability of the Services

8. COREPLUS will take commercially reasonable steps to ensure that the Services will in all material respects perform in accordance with any accompanying documentation.
9. The licensee acknowledges that the Services cannot be guaranteed error free and further acknowledges that the existence of any such errors will not constitute a breach of these terms.
10. The servers that host the Services, are operated by a third party service provider. COREPLUS has appropriate contractual arrangements in place with that service provider, however, the service provider (and therefore COREPLUS) cannot guarantee that the Services will always be accessible.  It is your responsibility to have a contingency plan in place in case the Services are unreachable or unavailable.
11. From time to time the Services will require downtime for maintenance purposes. COREPLUS will take reasonable steps to notify you in advance of any scheduled downtime which may affect you.

Free trial

12. When you first sign up for a User Account, you may be able to opt for a free trial, based on the terms specified at the time (“Trial”). You agree that the Trial period ends on the date disclosed to you when you sign up for the Trial, or, when your account reaches the activity threshold disclosed to you when you sign up for the Trial. If you do not cancel your User Account before the Trial ends, you authorise us to automatically charge you the agreed price for each subsequent subscription period until termination.

Pricing, billing and payment

13. Your use of our Services requires you to purchase a Paid Subscription and the subscription fee is based on your subscription type and may require you to pay additional fees based on your usage and/or any additional services you select at the time of subscribing to our Services, which will also form part of your Paid Subscription. We will let you know the subscription fee and any additional fees that you may incur when you sign up for the Services and these fees are otherwise specified on the COREPLUS website.
14. To access the Services you may be required purchase a subscription (“Paid Subscription”) directly from COREPLUS or through a third-party payment provider. If you use a third-party payment provider your use of their service will be subject to their terms of use and their privacy policy. We will automatically bill you from the date that you purchase a Paid Subscription and on each periodic renewal (disclosed to you prior to your purchase of the Paid Subscription) until termination. You authorise us to store your payment method and use it in connection with your use of the Services. COREPLUS or a third-party payment provider will charge your selected payment method (such as your credit card, debit card) for any Paid Subscriptions. If we cannot charge you, you remain responsible for any uncollected amounts, and we may attempt to charge you again or request that you provide another payment method.
15. By supplying your credit card details or setting up a direct debit, you agree to COREPLUS debiting that account for all charges under these terms until you cancel your subscription.
16. Your Paid Subscription will automatically renew at the end of the applicable subscription period (disclosed to you prior to your purchase of the Paid Subscription) until termination.
17. COREPLUS may decline requests for credit without any obligation to provide an explanation and may require that invoices, or, subscription fees be paid in advance.
18. If you are late paying your Paid Subscription, COREPLUS will send you a reminder notice.  If the Paid Subscription or any part of it remains unpaid 3 days after COREPLUS sends a reminder notice, except in relation to any amount about which you have raised a genuine dispute with us, COREPLUS may do any one or more of the following:

• restrict or suspend your access to the Services until all outstanding monies are paid in full. Accounts suspended for more than two months will be permanently deleted and can no longer be retrieved;
• terminate your access to the Services;
• charge you a disconnection fee to cover our reasonable administrative costs if COREPLUS restricts, suspends or terminates your access to the Services due to non-payment of your Paid Subscription (and a re-connection fee to cover our reasonable administrative costs if COREPLUS re-connects you to the Services after suspending your access to it); and
• use an external agency to recover the debt. You agree that COREPLUS is entitled to charge all costs associated with debt collection on an indemnity basis.

19. COREPLUS may report any payment default by you to a credit reporting agency.
20. All accounts must have a valid payment method applied to their account, and failure to comply may result in the suspension of your account.

GST

21. The price for the subscription to our Services is exclusive of all taxes, duties and charges levied in connection with the supply of the Services and you are liable for such amounts (if any). In this clause words that are defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) (Act) have the same meaning as their definition in that Act. Each amount payable by you under these terms in respect of a Taxable Supply by us is a GST exclusive amount and you must, in addition to that amount and at the same time, pay the GST payable in respect of that supply.

Customer Data

22. You are the sole and exclusive owner of any and all data which may be uploaded, generated, compiled, arranged or developed in connection with our Services (Customer Data). You grant us a worldwide, perpetual, non-exclusive, transferable (including the right to sub-licence), royalty-free licence to use, copy, transmit, store, analyse and back up all Customer Data you submit to us through using our Services, including personal data of yourself and others, to enable you to use our Services and to enable us to improve, develop and protect our Services.

Warranties by you

23. You warrant that:

• you are over the age of 18 years and that you have the legal capacity to enter into a legally binding contract;
• Customer Data does not infringe, and its use by COREPLUS to the extent reasonably necessary in order to provide the Services to you will not infringe, any third party rights including privacy rights, intellectual property rights or moral rights; and
• any information you provide to COREPLUS in connection with your User Account and your use of the Services is accurate, complete, current and not misleading or deceptive.

Acknowledgment by you

24. You acknowledge that:

• the Services have been prepared for use in Australia and may not be suitable for use in any other country – for example, the Services may not be consistent with the laws of another country;
• no data transmission over the Internet can be guaranteed as totally secure.  However, once COREPLUS receives your transmission, COREPLUS will take reasonable steps to preserve the security of the information it contains;
• while we endeavour to provide a convenient and functional Services, we do not guarantee that the Services will be error-free or that it, or the server that operates it, are free of viruses or other harmful components. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means for the reconstruction of any lost data; and
• if your use of the Services results in the need to service or replace property, material, equipment or data, we will not be responsible for such costs.

Limitation of liability

25. To the fullest extent permitted by law, our Services are made available to you on an “as is” basis. You may have rights under certain legislation, including consumer guarantees under the Competition and Consumer Act 2010 (Cth), which are non-excludable guarantees. Nothing in these terms is intended to exclude, restrict or modify rights which you may have under any law which may not be excluded, restricted or modified by agreement.
26. The liability of COREPLUS for breach of any non-excludable guarantee will be limited, where permissible by law, at the option of COREPLUS to:

• in the case of a supply of goods:
• the replacement or repair of the goods;
• the supply of equivalent goods; or
• the payment of the cost of repairing or replacing the goods or of acquiring equivalent goods; or
• in the case of a supply of services:
• the supply of the services again; or
• the payment of the cost of having the services supplied again.

27. You indemnify and hold harmless COREPLUS and our officers, employees and agents from and against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with:

• a breach by you of any of your obligations under these terms, including arising out of the use of the Services by you other than in accordance with this agreement;
• any wilful, unlawful or negligent act or omission of you; or
• your use of the Services, including a third-party claim against us relating to your use of our Services (except to the extent that we are at fault).

28. Except for:

• the recovery of sums due under or in connection with these terms;
• as prohibited by law; or
• for claims arising under clauses 4 – 7, 23 and 27 of these terms,

your maximum aggregate liability to COREPLUS under or in relation to these terms or in connection with your use or misuse of, or inability to use, the Services, including in negligence or for breach of contract, is the total amount you have paid to COREPLUS under these terms in the 12 months immediately prior to the event or circumstances giving rise to liability.

29. To the extent permitted by law, all conditions, warranties and other terms which might otherwise be implied in, or in relation to, these terms are excluded.
30. To the extent permitted by law, our maximum aggregate liability to you under or in relation to these terms or in connection with your use or misuse of, or inability to use, the Services, including in negligence or for breach of contract, is the total amount you have paid to COREPLUS under these terms in the 12 months immediately prior to the event or circumstances giving rise to liability.
31. Under no circumstances will either party to these terms be liable to the other for any special, indirect or consequential damages or loss (including loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of or interruption to business, loss of contracts, loss of or damage to reputation, wasted management or administration time or loss or corruption of data).

This section titled ‘limitation of liability’ will survive the termination or expiry of these terms.

Intellectual Property Rights

32. You acknowledge that we own everything comprising our Services, unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our Services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us. This clause will survive the termination or expiry of these terms.

Confidentiality

33. While using our Services, you may share certain confidential information with us. You may also become aware of confidential information about us. You and we both agree to take reasonable steps to protect each other’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so. The provisions of this clause will survive termination of these terms.

Privacy

34. In using the Services, you may give COREPLUS personal information. Please see our privacy policy for information about how we collect, handle, use and disclose personal information. In using our Services, you agree to be bound by our privacy policy as amended from time to time, which can be located here https://www.coreplus.com.au/privacy-policy/.
35. You acknowledge that you may deal with the confidential and/or personal information of others in using the Services. You are responsible for ensuring appropriate security measures are in place for the protection of such information and that such information is only disclosed as permitted by law. To the greatest extent possible pursuant to law, we will not be liable for any unlawful disclosure of such information.
36. While COREPLUS takes all due care in ensuring the privacy and integrity of the information you provide, the possibility exists that this information could be unlawfully observed by a third party while in transit over the internet or while stored on COREPLUS’ systems or on its website. COREPLUS disclaims all liability to you and any other third party to the greatest extent possible pursuant to law should this occur.
37. To become a registered user of the Services, you must provide a login name and password. You are entirely responsible if you do not maintain the confidentiality of your login name and password. Furthermore, you are entirely responsible for any and all activities that occur under your login name. You may change your password at any time should you believe that the confidentiality of your password be compromised.

Term and termination

38. These terms commence upon COREPLUS notifying you that it has accepted you as a user of the Services and will continue until terminated in accordance with these terms.
39. You can terminate these terms by providing us with 60 days’ written notice. We can terminate with the same notice period.
40. We may terminate these terms immediately if:

• you materially breach any of these terms and the breach cannot be remedied;
• you fail to pay subscription fees;
• you materially breach any of these terms and the breach can be remedied but you do not remedy the breach within 7 days of us notifying you of the breach and the need for you to remedy that breach;
• your business become insolvent, your business goes into liquidation or has a receiver or manager or an administrator is appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction; or
• you access and use the Services in way that poses, or is likely (in our reasonable opinion) to pose: a threat to public health and/or safety; is unlawful; or otherwise amounts to a misuse of the Services.

41. You may terminate these terms immediately by giving COREPLUS notice in writing upon COREPLUS amending these terms or the subscription fee you must pay, if you reasonably regard the amendments as being to your detriment. No refund is due to you if you terminate your subscription nor if your subscription is terminated by us in accordance with these terms.
42. Upon termination of these terms:

• you are not permitted to access or use the Services and you must take all reasonable steps to destroy any full or partial copy of the Services in your possession or control;
• COREPLUS will offer, on reasonable commercial terms, to provide you with an electronic copy of Customer Data and will within 3 months, whether or not you have obtained a copy of your Customer Data, take all reasonable steps to destroy any full or partial copy of that in our possession or control; and
• COREPLUS may charge you for any services properly provided to you under these terms (on a pro rata basis where applicable) and which have not yet been paid for, and you must pay in accordance with these terms.

43. Termination of these terms will not affect any accrued rights or remedies which either party may have.

This section titled ‘Term and termination’ will survive the termination or expiry of these terms.

Events beyond our control

44. We are not liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.

Changes

45. COREPLUS may amend these terms and any subscription fee from time to time. You can monitor changes to our terms by referring to the version and the date last updated at the bottom of these terms. The current version of these terms will be the version on our website at https://www.coreplus.com.au/clickwrap/.  We do our best to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons we cannot control. Your continued use of the Services after the amended terms are posted to our website and notified to you (or after you otherwise become aware of them) constitutes your agreement to be bound by the amended terms, including any amended prices.  If you do not agree to the amended terms, you may terminate your subscription in accordance with the “Term and termination” section of these terms.

Assignment

46. You may not assign any right or obligation under these terms without COREPLUS’ prior written consent (which will not be unreasonably withheld).
47. COREPLUS may assign any right or obligation under these terms to:

• any of its related bodies corporate without your consent; or
• any third party without your consent, provided that the proposed assignee has the reasonable financial and technical capability to continue to perform COREPLUS’ rights or obligations under these terms.

Waiver

48. Failure or neglect by either party to enforce any of these terms at any time will not waive that party’s rights under these terms.
49. If either party waives any rights available to it under these terms on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

Severability

50. If there is any part of these terms that either one of us is unable to enforce or which are held to be illegal, we will ignore that part of these terms and the remainder of these terms will continue in full force.

Survival

51. Any of these terms that is expressed to survive, or by its nature survives termination of these terms, will survive and continue in effect after termination.

Entire understanding

52. These terms set out the entire understanding and agreement between the parties as to the subject matter of these terms.

Governing law

53. These terms will be governed by and construed according to the law of Victoria, Australia.  The parties irrevocably consent to the jurisdiction of the courts having jurisdiction in Victoria, Australia including the Federal Circuit Court of Australia and the Federal Court of Australia.

Interpretation

54. Words such as ‘include’ and ‘including’ are not words of limitation.

This version of these terms is dated October 2023.