Clickwrap Licence Agreement
In exchange for www.coreplus.com.au Pty Ltd ABN 64 128 352 269 (coreplus) permitting you to use the coreplus online application as amended from time to time by coreplus (the Application), you agree to the terms set out below. By accessing the Application, you agree to these terms.
1.1 coreplus grants you a non-exclusive, non-transferable, non-sublicensable licence to use the Application and any accompanying documentation (the Documentation), and to permit the Authorised Users to use the Application and the Documentation, subject to these terms.
1.2 You must only use the Application and the Documentation:
(a) for your own business purposes, and not for the business purposes of any third party (for example, you must not operate a bureau service using the Application); and
(b) strictly in accordance with these terms.
1.3 You have no right to view the source code of the Application.
2. Your obligations
2.1 You must:
(a) not copy, reproduce, translate, adapt, vary or modify the Application or the Documentation or any part of the Application or the Documentation without the express consent of coreplus, except as expressly authorised by these terms or the Copyright Act 1968 (Cth);
(b) not disrupt or interfere with the Application or servers or other software, hardware or equipment connected to or via the Application;
(c) not use data mining, robots, screen scraping, or similar automated data gathering techniques, extraction or publication tools on the Application or with respect to the Documentation (including without limitation for the purposes of establishing, maintaining, advancing or reproducing information contained in or on the Application or the Documentation), except with our prior written consent;
(d) not violate any relevant law relating to your use of the Application or the Documentation;
(e) take reasonable steps to supervise and control the use of the Application and Documentation by your Authorised Users to ensure such use is in accordance with the terms of this licence;
(f) take reasonable steps to ensure that the process which you use to access this website, the Application or the Documentation does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer system;
(g) not provide or make available the Application or the Documentation in any form to any person other than your Authorised Users and, to the extent the Application is designed for direct access by your patients (e.g. to book an appointment online), your patients without the written consent of coreplus;
(h) comply with all laws that apply to you;
(i) maintain the confidentiality and security of all username and password information required by you to access the Application and immediately notify coreplus if your password has been lost, stolen or compromised in any way;
(j) not impersonate any other person in connection with use of or access to the Application or the Documentation;
(k) not allow any other person to impersonate you or make use of your username or password; and
(l) 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.
3. Performance and availability of the Application
3.1 coreplus will take commercially reasonable steps to ensure that the Application will in all material respects perform in accordance with the Documentation.
3.2 The licensee acknowledges that the Application cannot be guaranteed error free and further acknowledges that the existence of any such errors will not constitute a breach of these terms provided that coreplus has complied with clause 3.1.
3.3 The servers that host the Application and Documentation, including Your Data, 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 Application and Documentation will always be accessible. It is your responsibility to have a contingency plan in place in case the Application or Documentation is unreachable or unavailable.
3.4 From time to time the Application and Documentation will require downtime for maintenance purposes. coreplus will take reasonable steps to notify you in advance of any scheduled downtime which may affect you.
4. SMS messages
4.1 The integrated SMS system within the Application offers automated appointment reminders and the sending and receiving of SMS messages. You will be charged an amount for each message sent depending on your plan, as follows:
(a) Basic Plan: $0.20 ex-GST per message
(b) Standard Plan: $0.15 ex-GST per message
(c) eHealth & Group Plans: $0.10 ex-GST per message
4.2 coreplus will not be liable for any loss, damage, liability, cost or expense in relation to:
(a) any SMS message not sent or not received, or not properly sent or received, due to circumstances beyond coreplus’ reasonable control (for example, default of a third party telecommunications service provider); or
(b) your misuse of the SMS system, for example to send spam or other unwanted electronic material.
5. Billing and payment
5.1 You are not entitled to use the Application, except if coreplus permits you to do so for the purposes of a free trial, until the relevant licence fee has been paid.
5.2 Upon your account reaching an activity threshold, as determined by coreplus from time to time, coreplus may require you to convert your free trial to a paid plan, requiring payment of the relevant licence fee.
5.3 The licence fee you must pay depends on which plan you select and the number of Authorised Users you require, as specified on the coreplus website or as otherwise agreed between us.
5.4 coreplus may amend the licence fee from time to time.
5.5 Subject to clause 5.7, coreplus will invoice you in arrears for the licence fee, at the end of each month. You must pay our invoice within 14 days of the date of the invoice.
5.6 If you supply your credit card or direct debit details to us, coreplus may debit that account for all charges under these terms until you notify us otherwise.
5.7 coreplus may decline requests for credit without any obligation to provide an explanation and may require that invoices be paid in advance.
5.8 coreplus will use its best endeavours to invoice you promptly. However sometimes due to circumstances outside our control it is not possible for coreplus to include all charges for an invoice period on the invoice for that period. Some charges may appear on a later invoice. In some cases, coreplus may invoice you for earlier charges after the service has been terminated.
5.9 You must pay any charges that coreplus correctly invoices to you in accordance with these terms in full and without any set-off or deduction.
5.10 If you are late paying an invoice, coreplus will send you a reminder notice. If the invoice or any part of it remains unpaid 14 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:
(a) charge interest on the overdue amount from the date it was due until the date it is paid, compounding daily, at the rate provided for by section 2 of the Penalty Interest Rates Act 1983 (Vic) plus 3%;
(b) restrict or suspend your access to the Application until all outstanding monies including all interest amounts are paid in full;
(c) terminate your access to the Application;
(d) charge you a disconnection fee to cover our reasonable administrative costs if coreplus restricts, suspends or terminates the service (and a re-connection fee to cover our reasonable administrative costs if coreplus re-connects your service after suspending it);
(e) use an external agency to recover the debt; and
(f) add any interest, any disconnection or re-connection fee and any collection costs coreplus reasonably incurs to the amount that you owe us.
5.11 coreplus will invoice you on a monthly basis for any SMS messages sent through the Application. If any of your payments for SMS messages is overdue, coreplus may halt your ability to send and receive SMS messages through the Application.
5.12 coreplus may report any payment default by you to a credit reporting agency.
6.1 If GST is payable by a supplier which includes coreplus (or by the representative member for a GST group of which the supplier is a member) on any supply made under or in relation to these terms, the recipient must pay to the supplier an amount (the GST Amount) equal to the GST payable on the supply. The GST Amount is payable by the recipient in addition to and at the same time as the net consideration for the supply.
6.2 If a party is required to make any payment or reimbursement, that payment or reimbursement must be reduced by the amount of any input tax credits or reduced input tax credits to which the other party (or the representative member for a GST group of which it is a member) is entitled for any acquisition relating to that payment or reimbursement.
7. Warranties by you
7.1 You warrant that:
(a) you are over the age of 18 years and that you have the legal capacity to enter into a legally binding contract;
(b) Your Data does not infringe, and its use by coreplus to the extent reasonably necessary in order to provide the Application to you will not infringe, any third party rights including privacy rights, Intellectual Property Rights or moral rights; and
(c) any information you provide to coreplus in connection with you and your use of the Application is accurate, complete, current and not misleading or deceptive.
8. Acknowledgment by you
8.1 You acknowledge that:
(a) the Application and the Documentation have been prepared for use in Australia and may not be suitable for use in any other country – for example, the Application and/or Documentation may not be consistent with the laws of another country;
(b) 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;
(c) while we endeavour to provide a convenient and functional Application, we do not guarantee that the Application 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
(d) if your use of the Application or Documentation results in the need to service or replace property, material, equipment or data, we will not be responsible for such costs.
9. Limitation of liability
9.1 You may have rights under the Competition and Consumer Act 2010(Cth), including under consumer guarantees set out in that legislation. Except as set out in clause 9.2, these terms do not restrict any liability coreplus may have under that legislation.
9.2 The liability of coreplus for breach of any consumer guarantees set out in the Competition and Consumer Act 2010 (Cth) will be limited, where permissible by law, at the option of coreplus to:
(a) in the case of a supply of goods:
(i) the replacement or repair of the goods;
(ii) the supply of equivalent goods; or
(iii) the payment of the cost of repairing or replacing the goods or of acquiring equivalent goods; or
(b) in the case of a supply of services:
(i) the supply of the services again; or
(ii) the payment of the cost of having the services supplied again.
9.3 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.
9.4 coreplus will not be liable to you (including in negligence or for breach of contract) 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) arising out of a breach of these terms or arising out of the use or misuse of, or inability to use, the Application or the Documentation.
9.5 Except where liability arises due to the negligence of coreplus or a breach by coreplus of these terms, the maximum liability of coreplus to you under or in relation to these terms or in connection with your use or misuse of, or inability to use, the Application or the Documentation, 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.
9.6 This clause 9 will survive the termination or expiry of this agreement.
10. Intellectual Property Rights
10.1 You acknowledge that:
(a) the Application and the Documentation are the subject of copyright; and
(b) the coreplus Logo is owned by coreplus.
10.2 As between the parties, coreplus owns all Intellectual Property Rights in the Application and the Documentation.
10.3 You must not do anything that infringes the Intellectual Property Rights in the Application, the Documentation or the coreplus Logo.
10.4 Nothing contained in the Application or Documentation should be construed as giving you any right in or license to any of the Intellectual Property Rights, trademarks, logos, names or designs, whether registered or unregistered, associated with the Application or Documentation.
10.5 You must not use any of coreplus’ trade marks, including the coreplus Logo and any unregistered trade marks of coreplus:
(a) in or as the whole or part of any of your own trade marks;
(b) in connection with activities, products or services which are not those of coreplus; or
(c) in a manner which may be confusing, misleading or deceptive.
10.6 You will fully indemnify coreplus against all liabilities, costs, losses and expenses to the extent coreplus incurs them as a result of a breach by you of clauses 10.3 or 10.5.
10.7 This clause 10 will survive the termination or expiry of this agreement.
11.1 Each party (the Recipient) acknowledges the confidential and proprietary nature of all of the Confidential Information of the other party (the Disclosing Party) and that no right, entitlement or interest in that Confidential Information is extended to or conveyed to it other than for the strict purposes contemplated by these terms.
11.2 Each party must:
(a) only use the other party’s Confidential Information for the purposes contemplated by these terms;
(b) take reasonable steps to keep all of the other party’s Confidential Information confidential and secure and maintain its confidentiality;
(c) not without the other party’s prior written consent disclose or publish any part of the other party’s Confidential Information or make any part of the other party’s Confidential Information known to any person; and
(d) must alert the other party in writing as soon as possible following any unauthorised disclosure of the other party’s Confidential Information.
11.3 Clauses 11.1 and 11.2 will not apply to any information that:
(a) was in the public domain at the date the information was provided to the Recipient, or subsequently enters the public domain through no fault of the Recipient;
(b) was in the possession of the Recipient prior to receiving it from the Disclosing Party, or subsequently came into the Recipient’s possession from a third party, without any obligation of confidentiality and without any breach of an obligation of confidence; or
(c) the Recipient is obliged by applicable law or the rules of a recognised stock exchange to disclose, provided that it has first advised the Disclosing Party of this obligation, has allowed the Disclosing Party reasonable time to seek to avoid the disclosure having to be made, and has given the Disclosing Party such assistance (at the Disclosing Party’s cost) as the Disclosing Party reasonably requests in doing so.
11.4 The provisions of this clause 11 will survive termination of these terms.
12.2 You acknowledge that you may deal with the confidential and/or personal information of others in using the Application. 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.
12.3 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.
12.4 To become a registered user of the Application, 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.
12.5 This clause 12 will survive the termination or expiry of this agreement.
13. Term and termination
13.1 These terms commence upon coreplus notifying you that it has accepted you as a user of the Application and will continue until terminated in accordance with these terms.
13.2 Either party (the First Party) may terminate these terms immediately on written notice to the other party (the Second Party) if:
(a) the Second Party materially breaches any of these terms and the breach cannot be remedied;
(b) the Second Party materially breaches any of these terms and the breach can be remedied but the Second Party does not remedy it within 7 days of the First Party notifying the breach and the need for remedy to the Second Party; or
(c) the Second Party is subject to any Insolvency Event.
13.3 coreplus may terminate these terms immediately on written notice to you if you:
(a) being a firm or partnership, are dissolved; or
(b) in coreplus’ reasonable belief, your (or your Authorised Users’) access to and use of the Application:
(i) poses, or is likely to pose, a threat to public health and/or safety;
(ii) is unlawful; or
(iii) otherwise amounts to a misuse of the Application.
13.4 You may terminate these terms:
(a) at any time by giving coreplus 30 days’ notice in writing; or
(b) immediately by giving coreplus notice in writing upon coreplus amending these terms or the licence fee you must pay, if you reasonably regard the amendments as being to your detriment.
13.5 coreplus may terminate this agreement, without cause, at any time by giving at least 30 days’ written notice to you.
13.6 Upon termination of these terms:
(a) you are not permitted to access or use the Application or the Documentation and you must take all reasonable steps to destroy any full or partial copy of the Application or Documentation in your possession or control;
(b) coreplus will offer, on reasonable commercial terms, to provide you with an electronic copy of Your Data and will within 3 months, whether or not you have obtained a copy of Your Data, take all reasonable steps to destroy any full or partial copy of Your Data in its possession or control; and
(c) coreplus may invoice you for any services properly provided to you under these terms (on a pro rata basis where applicable) and which have not yet been invoiced, and you must pay in accordance with these terms.
13.7 Termination of these terms will not affect any accrued rights or remedies which either party may have.
13.8 This clause 13 will survive the termination or expiry of this agreement.
14. Force majeure
14.1 If a delay or failure of a party to perform its obligations (other than your obligations to pay coreplus) is caused or anticipated due to Force Majeure, the performance of that party’s obligations will be suspended to the extent that it is affected by the Force Majeure provided the affected party promptly notifies the other party of all relevant details and complies with clause 14.2.
14.2 A party affected by Force Majeure must exercise diligence and do all things reasonably practical at its own reasonable cost to remedy the event or circumstance causing the delay or failure and to minimise the effect of the Force Majeure on its obligations under these terms.
15. Amendments to these terms
15.1 coreplus may amend these terms and any licence fee from time to time. The current version of these terms will be the version on our website at www.coreplus.com.au. Your continued use of the Application or the Documentation 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 be permitted to immediately terminate these terms under clause 13.4(b).
16.1 You may not assign any right or obligation under these terms without coreplus’ prior written consent (which will not be unreasonably withheld).
16.2 coreplus may assign any right or obligation under these terms to:
(a) any of its related bodies corporate without your consent; or
(b) 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.
17.1 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.
17.2 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.
18.1 If any of these terms are held to be invalid, unenforceable or illegal for any reason, the remaining terms will nevertheless continue in full force.
19.1 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.
20. Entire understanding
20.1 These terms set out the entire understanding and agreement between the parties as to the subject matter of these terms.
21. Governing law
21.1 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.
22.1 In these terms:
(a) Authorised Users means the users covered by the plan you have selected;
(b) Confidential Information means all confidential, non-public or proprietary information exchanged between the parties before, on or after the date of these terms relating to the business, technology or other affairs of either party or which comes into a party’s possession pursuant to, or as a result of, any negotiations, discussions or dealings in connection with these terms, whether disclosed verbally, in writing, in electronic form or by any other means and:
(i) Your Data is deemed to be your Confidential Information; and
(ii) the Application (except to the extent the Application is designed for direct access by your patients, e.g. to book an appointment online) and the Documentation are deemed to be the Confidential Information of coreplus;
(c) coreplus Logo means the COREPLUS PRACTICE HAPPY logo trade mark registered in Australia (registration number 1541562);
(d) Force Majeure means:
(i) an event or circumstance of earthquake, natural disaster, fire, flood, riot, civil commotion, health pandemic (including COVID-19), sabotage, act of public enemy, war, terrorism, revolution or radioactive contamination; and
(ii) any other event or circumstance whose occurrence and effects could not have been prevented or overcome by the standard of care which a reasonable, experienced and competent person in the position of the affected party would have exercised;
(e) GST means any tax, levy, charge or impost implemented under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) or an Act of the Parliament of the Commonwealth of Australia substantially in the form of, or which has a similar effect to, the GST Act;
(f) Insolvency Event in relation to a party means that the party:
(i) stops or suspends payment of all or a class of its debts;
(ii) is unable to pay all its debts, as and when they become payable;
(iii) has a trustee in bankruptcy, receiver, controller, manager, administrator or other similar officer appointed in respect of all or any of its assets or undertaking;
(iv) has an application or order made, proceedings commenced, a resolution passed, an application to a court made or other steps taken against or in respect of it for its winding up or dissolution or for it to enter into an arrangement, compromise or composition with or assignment for the benefit of its creditors, a class of them or any of them and the application, order, proceeding, resolution or other step is not withdrawn or dismissed within 30 days;
(v) has any step taken to enforce security over or a distress, execution or other similar process levied or served against the whole or any of its assets or undertaking; or
(vi) any event occurs which, under the laws of any relevant jurisdiction, has an analogous or equivalent effect to any of the events listed above;
(g) Intellectual Property Rights means all intellectual property rights, including but not limited to copyright (excluding moral rights), registered and unregistered trade marks, registered and unregistered designs, rights in confidential information (including trade secrets and know-how), circuit layout rights, rights in relation to inventions including patents, and any other rights resulting from intellectual activity in the industrial, scientific, literary and artistic fields, and any application or right to apply for registration of any of such rights;
(h) Your Data means any data you store in the Application;
(i) a reference to a person includes a corporation or any other legal entity, and vice versa;
(j) a reference to these terms means these terms as amended from time to time;
(k) a reference to legislation includes amendments, re-enactments or replacements of that legislation;
(l) a reference to dollars or $ is a reference to Australian dollars; and
(m) the words include, includes and including are not words of limitation.
This version of these terms is dated August 2020.