Terms of Use

Acceptance of Terms of Use
1. This website and the Services are provided, operated and owned by 360 Digital Care PTY LTD (ACN 649 594 847) (“us“, “we” and “our“).
2. By using our Services, you agree to these terms and conditions (“Terms of Use”). These Terms of Use constitute a binding legal agreement between you and us, and your continued use of the Services constitutes your acceptance and acknowledgment of these Terms of Use, the Scope, our Privacy Policy, and any other policy displayed on this website, all of which constitute a part of the Terms of Use. If you do not agree to all of the Terms of Use, you must not use the Services.
3. Any time you register as a user on this website, communicate with us, or pay Fee you are taken to accept these Terms of Use.
4. We may amend or modify these Terms of Use from time to time by providing you with 7 days’ notice. If you do not agree to the amendments, then you must stop using the Services. Your continued use of the Services irrevocably signifies your acceptance of any amendments.
5. Your use of the Services is conditional on you being at least 18 years old and having the legal capacity to enter into binding contracts. If these conditions are not satisfied, please cease using the Services immediately.
6. These Terms of Use will prevail over any other terms or agreement between you and us.
Definitions
1. Unless the context expressly provides otherwise, in these Terms of Use:

Additional Services means all technical or non-technical services requested by you, in addition to the Services.

Additional Services Fee means the fee payable by you in exchange for the Additional Services.

Business Day means a day on which banks are open for business in the State other than on a Saturday or Sunday or a public holiday.

Business Hours means 9 AM to 5 PM on any Business Day (in the State).

Claim means a claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Copyright Act means the Copyright Act 1968.

Content means any content whatsoever which you upload to the Website, including but not limited to, any text, graphics, photos, designs, trademarks or any other artwork.

Fees means the fees payable by you in exchange for the Services. The Fees are specified in the Scope.

GST means goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)).

Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs).

Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

Privacy Policy means our Privacy Policy available here.

Scope means the commercial specification available on this website, as amended from time to time, which you have chosen when signing up for the Services. The Scope, amongst others, describes the Services, specifies the various Services packages offered by us and the associated Fees, along with the Services Limitation.

Services means the services specified in the Scope.

Services Limitation means the establishment of any limits on the Services provided during a billing period. The Services Limitation is specified in the Scope.

State means New South Wales, Australia.

Terms of Use means these terms of use which include the Privacy Policy.

Warranties mean any warranties, conditions, terms, representations, statements and promises of whatever nature, whether express or implied.

Website means the website in respect of which Services are performed by us.

“We”, “us” and “our” means 360 Digital Care PTY LTD (ACN 649 594 847) (“us“, “we” and “our“). and its related entities or body corporates.

“You” and “your” means you and/or any recipient of the Services, and includes any entity which you are employed, affiliated or contracted with, and any other employee, officer, agent, contractor or advisor of that entity.

Registration
1. To receive the Services you will need to register yourself on this website.
2. When you register and activate your account, you will provide us with personal information such as name, email address, the name of the legal entity you are representing and other details. You must ensure that this information is accurate and current. We will collect all personal information in accordance with our Privacy Policy.
3. You will create a username and password. You are responsible for keeping the username and password secure and are responsible for all use and activity carried out under this username. You must not share its account credentials with any third party. We do not authorise anyone to use the Services on your behalf, and we will not be liable for any loss or damage arising from any kind of unauthorised activity that takes place under your account.
4. On registration, we may also ask for any other information which we may deem reasonably necessary to enable you to enjoy the benefits of the Services. We may require you to provide evidence and documents confirming certain information.
5. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable ground to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services.
6. You must not impersonate some other individual, business or company. In case you try to present yourself as another individual or company, your account may be suspended or terminated in our sole discretion.
7. You agree not to create an account or use the Services if you have been previously removed or suspended by us from the use of the Services.
Content
1. With respect to any Content which you upload to the Website or we back up on your behalf, you:
  1. represent and warrant to us that you have all right, title, interest and authority in the Content;
  2. represent and warrant to us that use or exploitation of the Content by you will not infringe the rights of any third party (including, but are not limited to, Intellectual Property Rights and privacy rights); and
  3. agree and undertake to us to pay all amounts which become owing to any person (whether by way of royalty or otherwise) as a result of or in connection with the back-up of the Website and the Content uploaded thereupon or our dealing with the Content in any manner reasonably necessary for the provision of Services.
2. You agree that we will use commercially reasonable efforts to maintain regular data backups of Website data.
3. To the maximum extent permitted by law, you release us and indemnify us from any Claim or Loss in relation to destruction, damage, corruption or failure to recover whole or any part of Website data backed up by us as part of the Services.
4. This clause 4 will survive termination of these Terms of Use.
Your Conduct

In using this website and the Services, you must:
1. strictly comply with any policy displayed on the website;
2. obey all laws whatsoever which may apply in respect of your use of the website and the Services;
3. not take any action that is likely to impose upon the website or us (or our third-party suppliers) a disproportionately large load;
4. not conduct vulnerability tests or scans on the website or attempt to make unauthorised modifications to the website;
5. not interfere with the proper working of the website or any activities conducted via the website, including by using any automated or manual software or process to “crawl”, “spider” or engage in similar conduct in relation to the website; and
6. except to the extent the Copyright Act allows you to do so, not reverse engineer or otherwise seek to obtain any source code forming part of the website.
Our obligation to provide Services in accordance with these Terms of Use is subject to fulfilment of the following conditions by you, to our satisfaction:
1. you must provide us with all necessary access to the Website;
2. you must promptly and meaningfully respond to any queries that we may have in connection with the Website;
3. you must provide us access to any accounts in connection with the Website which we require, including without limitation web hosting, Google Analytics;
4. you must install or add any plugins or software we deem are required in order for us to provide the Services;
5. you must resolve faults and errors in the Website, including faults and errors in, or caused by any hardware, software or system external to Website, that are not caused by us; and
6. you must provide all other co-operation, information and documentation reasonably required by us to enable or facilitate the provision of Services.
You agree that you will be responsible for procuring any third party co-operation reasonably required for the provision of the Services.
You acknowledge and agree to the following:
1. all Services will be scheduled according to our workflow, at our sole discretion;
2. failure by you to answer any question that is critical to the completion of any task required to be performed as part of the Services within 3 Business Days, will cause that task to be moved to the end of the line in our workflow;
3. all software updates included in the Services are scheduled at our sole discretion;
4. we are not responsible for any changes made by you to the Website;
5. Services do not include:
  1. Website development, updating Content, Website redesign, Website re-alignment, Website optimisation, Website correction, or Website re-development;
  2. repair of any errors that arise following any changes made by you or on your instructions to the Website, any aspect thereof or the underlying code;
  3. repair of the Website or any aspect thereof that may be required in the event the Website is compromised, hacked or otherwise defaced or infected;
  4. training on any aspect of using the Website or updating any Content on the Website,

all of which are Additional Services.

we are not responsible for any third-party plug-ins that may become unusable as a result of our Services; and
as part of the Services, we will not be required to carry out any software updates which in our sole discretion are not stable, error-free or compatible with the Website or any aspect thereof or which may cause damage to the Website, its design or functionality.

Services
1. When signing up for the Services, you must choose a Scope which will set out the specifications of the Services, Fees and any other relevant commercial information. The Scope constitutes a part of these Terms of Use.
2. In consideration for the Fees, we agree to provide the Services to you in accordance with the Scope and this Terms of Use.
3. During Business Hours, we will make available to you by email a help desk that you may email any requests for Services, stating in detail the assistance required together with all relevant information. We will make reasonable endeavours to respond to your emails within a reasonable time.
4. You agree that we are not required to provide any Services in excess of the respective Services Limitation.
5. We will inform you as soon as reasonably practicable upon achieving any Services Limitation.
6. In the event you require any Additional Services, you must make a written request to us describing your requirement. Should we agree to provide the Additional Services, both parties will work to agree the following: the scope, frequency and manner of delivery of the Additional Services and the Additional Services Fee.
Fee
1. To receive the Services, you must choose from amongst the various Services packages offered by us and pay the associated Fees.
2. The Fees may be paid monthly or yearly in advance, in accordance with these Terms of Use and specifically this clause 7.
3. Unless otherwise stated, the Fees are exclusive of GST and is payable in Australian currency. All Fees must be paid without set-off or deduction.
4. Payment for the Fees must be processed through this website. You authorise us to charge the payment method associated with your account for payment of the Fees. We will issue an invoice to you.
5. You agree to keep the payment method current until the payment of the Fees is complete and quickly resolve any issues that may arise while we process your payment.
6. Any fee or other charges applicable on the payment of the Fees shall be borne by you. You must abide by the terms and conditions of the payment processor associated with your account.
7. You remain responsible for any uncollected Fees. If payment is not successfully settled, because the payment method is declined, due to expiration, insufficient funds, or otherwise and you do not cancel your account, we may suspend your access to the Services until we have successfully charged a valid payment method.
8. Fees are subject to change at any time, however, any price changes will apply to subsequent billing cycles following notice of the changes to you.
9. To the extent permitted by law, any Fees paid to us is non-refundable and we do not provide refunds or credits should you cancel the Services during your current billing cycle.
Third-party sites
1. This website may link to websites that are owned and operated by third parties over whom we have no control. These external websites are governed by independent terms and conditions and privacy policies which you must review prior to using such websites.
2. You acknowledge and agree that when you access a third-party website available via a link contained on this website:
  1. you do so at your own risk and that to the full extent permitted by applicable law, we will not be liable for any loss or damage suffered by you or any other person as a result of or in connection with your access or use of such third-party website; and
  2. we are not liable for the content, accuracy, lawfulness, appropriateness, or any other aspect of that third-party website.
Intellectual Property
1. All Intellectual Property Rights in the Services are and remain our property. You must not dispute that ownership.
2. Title to, and all Intellectual Property Rights in, the Website and the Content (as between the parties) remains your property. To the extent necessary to provide or perform the Services, you hereby grant us, a non-exclusive, royalty-free, transferable and worldwide license to the Content.
3. You acknowledge that we will suffer real and substantial damage as a result of a breach of this clause 9 and may seek injunctive relief for any actual or perceived breach and damages alone are not an adequate remedy.
4. Nothing in these Terms of Use shall operate to assign or transfer any Intellectual Property Rights from us to you, or from you to us.
5. This clause 9 will survive termination of these Terms of Use.
Termination
1. If you wish to terminate the Services, you may notify us at any time, and the termination will take effect as of the expiration of the current billing cycle. You will continue to receive Services through the end of your current billing cycle.
2. If you do not elect to terminate the Services, at the end of each billing cycle, the Services (and these Terms of Use) will be automatically renewed for an additional billing cycle of equivalent length.
3. You acknowledge and agree that:
  1. we may terminate the Services at any time without giving any explanation;
  2. we may terminate these Terms of Use (and the Services) immediately by notice to you in writing if you are deemed to breach these Terms of Use or associated policies in any way, in our sole discretion; and
  3. Termination of these Terms of Use does not release you from any of your obligations and liabilities that may have arisen or been incurred prior to the date of such termination.
Effects of termination
1. Upon the termination of these Terms of Use, all of the provisions of these Terms of Use shall cease to have effect, save that the following provisions of these Terms of Use shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 4, 9, 12 and 13.
2. Except to the extent that these Terms of Use expressly provide otherwise, the termination of these Terms of Use shall not affect the accrued rights of either party.
Limitation of Liability
1. To the maximum extent permitted by law, we exclude all liability and all Warranties of any kind, whether express or implied, statutory or otherwise, including without limitation any Warranties relating to the Services, the adequacy or timeliness of the Services, the results that may be obtained using the Services, or any third-party content or any software or hardware obtained from third parties.
2. To the maximum extent permitted by law, our liability and the liability of our employees or agents for a breach of any Warranty or liability which by law cannot be excluded, restricted or modified, or under any express Warranty, is limited, at our option, to:
  1. the supplying of the Services again; or
  2. the payment of the cost of having the Services supplied again.
3. Our liability arising in connection with the use of the Services is limited as follows:
  1. we exclude all liability for consequential, special, indirect or remote loss, including loss of opportunity or business;
  2. our total maximum liability arising in connection with these Terms of Use is capped to the total amount of any Fees paid to us by you in the 12 months preceding the event;
  3. our liability is excluded to the extent that you contributed to the liability;
  4. we exclude all liability for anything you have been aware of for longer than six months and you have not commenced a claim in a court of competent jurisdiction; and
  5. our liability is subject to your duty to mitigate your loss.
4. The Services are provided to you on an “as is” and on an “as available” basis without any Warranties arising out of any course of dealing or usage of trade. We disclaim all Warranties that the Services or the Website will be error-free, available continuously, uninterruptedly or be free of harmful components, or that the Website and any Content will be secure or not otherwise lost or altered. You acknowledge that we may suspend the access to the Website temporarily if we have reason to do so (including but not limited to maintenance, updates or upgrades).
Release and Indemnity
1. To the maximum extent permitted by law, you agree to release the Released Parties from all Loss or Claims arising out of or in any way connected with any Relevant Matter. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
2. To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from any Loss or Claims arising out of or in any way connected with any Relevant Matter.
3. In this clause:
  1. Claim means claim, action, proceeding or demand made against a person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
  2. Loss means a damage, loss, cost, expense or liability incurred by the person concerned however arising, including without limitation penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
  3. Released Parties means us and our officers, directors, shareholders, agents, employees, consultants, associates, affiliates, subsidiaries, related parties, related body corporates, sponsors, and other third-party partners.
  4. Relevant Matter means anything in connection with:
    1. any damage to person, property, personal injury or death;
    2. your breach of these Terms of Use;
    3. any matter for which we have purported to disclaim liability for under these Terms of Use;
    4. your misuse or abuse of the Service; and
    5. your breach or failure to observe any applicable law.
Events out of our control
1. We are not liable for any failure to comply with these Terms of Use or provide any Services if the failure (directly or indirectly) arises out of the circumstances which are not within our reasonable control. If such circumstances occur, we may delay or suspend the Services or any part thereof, without any cost to us.
General
1. All notices must be in writing and must be made by email. Notices are taken to be read on the day they are received, unless they are received after 5 PM or not on a Business Day, in which case they are deemed to be received on the next Business Day.
2. You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms of Use. We may assign our rights under these Terms of Use at our sole discretion.
3. No breach of any provision of these Terms of Use shall be waived except with the express written consent of the party not in breach.
4. Any provision of these Terms of Use which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make these Terms of Use enforceable, unless this would materially change the intended effect of the Terms of Use.
5. These Terms of Use may not be varied except by a written document signed by or on behalf of each of the parties.
6. These Terms of Use are made for the benefit of the parties, and are not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to these Terms of Use are not subject to the consent of any third party.
7. These Terms of Use shall constitute the entire agreement between the parties in relation to the subject matter of these Terms of Use, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
8. These Terms of Use shall be governed by and construed in accordance with the law of the State and Australia. The courts of the State and Australia shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms of Use.