Legal

Subscription Terms and Conditions

1. Agreement

1.1 This agreement is between the entity you represent, or if you are entering the agreement as an individual, you individually, as specified in the Order (‘you’ or ‘your’) and Kalima Pty Ltd as trustee for the M T Goodfellow Family Trust, trading as Care Systems, ACN 010 962 268 (‘we’, ‘us’ or ‘our’).

1.2 This agreement comprises:

1. the Order (including any additional terms in the Order);
2. these terms;
3. any other terms incorporated by reference; and
4. any attachments to the Order.

To the extent of any inconsistency between the documents comprising the agreement, the order of appearance in the above list will determine each document’s order of priority. For clarity, each Order you place forms a separate agreement with us.

1.3 The Term will start on the date specified in the Order and will continue until the end date specified in the Order, unless terminated earlier in accordance with this agreement.

Part A – SaaS

2. Application

This part applies where the Order states that you are purchasing a subscription to the SaaS.

3. Subscription and use

3.1. Subscription

In exchange for the payment of the Fees, we grant you the right to access and use the SaaS for the Subscription Period, subject to the terms of this agreement.

3.2 Acceptable use

You may use the SaaS only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the SaaS, except to the extent applicable law expressly permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the SaaS. You may not rent, lease, lend, resell, transfer, or host the SaaS, or any portion thereof, to or for third parties except as expressly permitted in this agreement.

3.3 End Users

You control access by End Users, and you are responsible for their use of the SaaS in accordance with this agreement. You will ensure End Users comply with the End User Licence Agreement.

3.4 Confidentiality of accounts

You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the SaaS. You must promptly notify us about any possible misuse of your accounts or authentication credentials or any security incident related to the SaaS.

3.5 Preview releases

We may make Previews available. Previews are provided “as-is”, “with all faults”, and “as-available”, and are excluded from the SLAs and all limited warranties provided in this agreement, to the extent permitted by law. Previews may not be covered by customer support. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into general availability.

4. Suspension

(a) We may suspend your use of the SaaS if:

1. the suspension is reasonably needed to prevent unauthorised access to Customer Data;
2. you do not pay amounts due under this agreement within the timeframe specified under clause 13.1;
3. End Users do not comply with the End User Licence Agreement; or
4. you are otherwise in breach of this agreement.
5. If one or more of these conditions occurs, then we may suspend your use of the SaaS immediately upon notice to you, for any period during which the cause of the suspension exists.

5. Service Levels

Our Service Level Agreement applies to provision of the SaaS (excluding any Support Software, or On-Premises Software) and is incorporated into this agreement by reference. We will use reasonable endeavours to ensure that the SaaS will meet the terms of the SLA during the Subscription Period.

6. Scheduled Downtime

We will use reasonable efforts to:

1. minimise interruptions to your use of the SaaS for Scheduled Downtime, and
2. provide you with 2 business days’ prior notice of any Scheduled Downtime.

Part B – Professional Services

7. Application

This part applies where the Order states that you are purchasing Professional Services from us.

8. Provision of Professional Services

1. We will provide you with the Professional Services during the Professional Services Period.
2. You acknowledge that your timely provision of and access to the Site, facilities and equipment (if applicable), and assistance, cooperation, complete and accurate information and data from your officers, agents and employees (collectively, ‘cooperation’) are essential to the performance of the Professional Services. We will not be responsible for any deficiency in performing Professional Services if such deficiency results from your failure to provide full cooperation, subject to applicable law.
3. You acknowledge that our Fees for providing the Professional Services may increase as a result of your failure to meet your obligations or because of any other circumstance outside of our control, and you agree to pay us for such increased costs, where reasonable. Such increased costs may include time during which our resources are under-utilised because of delays.

9. Assumptions

In entering this agreement with you, we rely on the following assumptions:

1. all Professional Services will be performed remotely unless otherwise expressly agreed in the Order;
2. all Professional Services shall be delivered during business days and hours unless otherwise agreed to by both parties in writing;
3. all functionality and services will be configured, documented, and delivered using English only;
4. we will at our sole discretion determine the number and manner in which our resources are assigned to perform the Professional Services; and
5. our standard documentation format will be used for any documentation prepared during the performance of Professional Services.

Part C – Hardware

10. Application

This part applies where the Order states that you are purchasing Hardware.

11. Provision of Hardware

1. We will make reasonable efforts to deliver the Hardware to you on or around the date for delivery as specified in the Order.
2. Risk of accidental damage or loss of the Hardware will at all times remain with you, except where such damage or loss has resulted from our negligence.
3. Title and property in all Hardware remains vested in us and does not pass to you until the later of:
4. us receiving full payment in cleared funds for all Hardware we supply to you under this agreement; and
5. delivery of the Hardware to you.
6. Notwithstanding clause 21, you must not adapt, modify, tamper with, or substitute any Hardware provided by us.

Part D – General Terms

12. Application

These general terms apply in all agreements.

13. Fees and payment

13.1 Payment

You will pay the Fees specified in the Order within 14 days of receiving our invoice for the Fees, in accordance with any payment terms set out in the Order. Except as otherwise specified in this agreement, payment obligations are non-cancellable, fees paid are non-refundable, and quantities purchased cannot be decreased during the Term.

13.2 Usage limits

1. Fees may be subject to usage limits.
2. Each quarter, we may review the applicable usage limit against your actual usage during the immediately preceding quarter (Quarter). You must provide us with any information we reasonably require in order to assess your actual usage during the Quarter.
3. If you have exceeded your usage limit at any time during the Quarter, we may increase your usage limit by notice to you. Any increase in your usage limit will be accompanied by an increase in Fees, which will be calculated in accordance with the relevant rates set out in this agreement, or if no relevant rates are set out in this agreement, in accordance with rates determined by us.
4. The revised usage limit and increased Fee will apply to the current quarter, and will continue to apply during the Term unless increased again at a subsequent review under clause 13.2(b), in which case the new revised Fee will apply. If Fees for the current quarter have been invoiced prior to an increase in usage limits and Fees under clause 13.2(c), we may issue an additional invoice to you for the difference between Fees invoiced and Fees owing for that quarter, or include that amount in our next scheduled invoice.
5. No reduction in Fees will be applied for a reduction in usage during the Term.

13.3 CPI increases

On the anniversary of the execution of the agreement each year (Review Date), we may adjust the Fees in accordance with the annual previous periods published Consumer Price Index (CPI), based on All Groups the weighted average of eight capital cities (as published by the Australian Bureau of Statistics), with effect from the relevant Review Date, using the following formula:

Where:

𝑥 means the new Fee amount

F means the current Fee (as previously adjusted under clause 13.2, if applicable);

C2 means the CPI figure most recently published by the Australian Bureau of Statistics;

C1 means CPI figure for the quarter immediately prior to the later of:

the start date of the Term; and
the last Review Date before the relevant Review Date.

13.4 Expenses

In addition to the Fees, you agree to reimburse us for travel and out of pocket expenses related to providing any Services on Site. All expenses are due and payable within 14 days of the relevant invoice.

14. Nominated Entities

1. You may nominate a separate legal entity (Nominated Entity) to, on your behalf:
  1. pay your invoices;
  2. act as your agent and give instructions to us; and/or
  3. place support requests under clause 22 and receive support from us in relation to that request,
2. by identifying the Nominated Entity and providing us with details of the nomination in the Order.
3. If clause 14(a)(1) applies, the parties agree that we will issue invoices to the Nominated Entity identified in the Order, and you will cause the Nominated Entity to pay our invoices in accordance with clause 13.
4. If clause 14(a)(2) and/or 14(a)(3) applies, notwithstanding any other clause of this agreement, we may communicate with and rely on communications from the Nominated Entity as if the Nominated Entity were you, for the purposes of giving effect to the nomination.
5. Nothing in this clause 14 relieves you from liability (including, for clarity, your liability to pay or invoices) under this agreement.

15. Timeframes

Whilst the parties agree that any timeframes or due dates for supply of Hardware or Services identified in the Order are indicative only, we agree to make reasonable efforts to comply with those timeframes or due dates.

16. Specifications

We will make reasonable efforts to ensure that the Service or Hardware complies with applicable Specifications.

17. Your obligations

1. You will do all things reasonably required by us and provide us with all approvals and information reasonably required by us enable us to fulfil all of our obligations under this agreement without delay or interruption.
2. You will be responsible for and bear the cost of any alteration to the Services or Hardware necessitated by any discrepancy, error or omission in any drawings, specifications or other information supplied or approved by you.
3. You are responsible for obtaining and providing all third-party (including government) authorisations necessary for the fulfilment of the agreement, at your cost. You are responsible for compliance of your information or instructions to us with the law.
4. If Hardware is delivered to the Site, or if we attend the Site to provide Services, you must provide for us:
  1. dry lockable storage space that we consider reasonable for the storage of Hardware, machinery, equipment, materials and tools;
  2. 40 Volt 50 Hertz A/C single-phase electricity, at locations considered reasonable by us to enable Installation of the Hardware;
  3. reliable internet connection;
  4. adequate lighting of all areas necessary to perform the Services or deliver the Hardware; and
  5. access to lifts, pathways, scaffolding, first aid facilities, toilet facilities, washing facilities and other amenities, drinking water, rest areas, furniture for meals and rest.
5. If Hardware is to be delivered, or Services are to be provided on Site, we assume that no hazardous material exists at the Site. If any such material exists, you will be responsible for the proper removal and disposal or safe containment of the material at your expense prior to our attendance at the Site, to our reasonable satisfaction.
6. You will refrain from doing any act or thing which is likely to cause our name or reputation or the name or reputation of our Affiliates, Services, Hardware to be diminished or adversely affected.

18. Key Contact

The parties will each nominate a Key Contact. Each party will direct general correspondence concerning the Services or Hardware to the other party’s Key Contact.

19. Confidentiality

19.1 Obligation of confidentiality

As between the parties, each party retains all ownership rights in and to its Confidential Information. A party receiving the other party’s Confidential Information (Receiving Party) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to:

1. not use any Confidential Information of the party disclosing the Confidential Information (Disclosing Party) for any purposes outside the scope of this agreement; and
2. except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s (and where we are the Receiving Party, our subcontractor’s or Affiliate’s) employees and contractors who need access for purposes consistent with this agreement, and who are under an obligation of confidentiality with respect to the Confidential Information disclosed which is not materially less protective of the Confidential Information than this clause.

19.2 Compelled disclosure

Notwithstanding clause 19.1, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

19.3 Disclosure for marketing purposes

Notwithstanding clause 19.1, we may use your name and logo, and disclose basic information about this engagement to third parties, for our promotion or marketing purposes. In this clause, ‘basic information’ includes your name and the size of your organisation (measured in number of staff, number of facilities, number of beds, and/or annual turnover) and a general overview of the services we are engaged to provide under this agreement.

20. Retention of Customer Data and Confidential Information

1. We will store all Customer Data and Confidential Information of yours that is held by us for a period of 30 days following termination or expiry of the agreement, whichever occurs first (Hold Period). Prior to the end of the Hold Period, you may:
  1. request that all Customer Data and Confidential Information of yours is returned to you; or
  2. (if Part A of this agreement applies) request that you retain access to the SaaS, but on a read-only basis.
2. If you request us to return your Customer Data and Confidential Information under clause 20(a)(1), we will do so within a reasonable time. Following the Hold Period and once your Customer Data and Confidential Information has been returned to you (if requested), we may (at our discretion) destroy copies of Customer Data or Confidential Information held by us.
3. If you request read only access to the SaaS under clause 20(a)(2), we will provide the read only access subject to the parties agreeing to execute an additional Order which will apply to and specify the details of the access, including the period for which access will be provided, and the price payable.

21. Intellectual Property

1. All Intellectual Property Rights in any Pre-Existing Material remain vested in the party that owns the Intellectual Property Rights (Owner).
2. We own (or are assigned or transferred) the Intellectual Property Rights in New Material.
3. We grant you a limited, royalty-free, non-exclusive, non-transferable licence to exercise all such Intellectual Property Rights in any:
  1. Pre-Existing Material of ours which is incorporated into our material, documents, software or services provided to you; and
  2. New Material, strictly for use in the course of your internal functions or activities during the Term, and subject to the other terms of this agreement.
4. The licence in clause 21(c) above does not permit you to:
  1. manufacture, sell or otherwise commercial exploit any Pre-Existing Material of ours or New Material;
  2. sublicence the rights in clause 21(c) to any other party, without our express written consent;
  3. alter, amend, remove or obscure our copyright notice, trade mark or other proprietary rights notice displayed on or embedded in the Pre-Existing Material or New Material;
  4. use the Pre-Existing Material or New Material:
    1. to train or attempt to train artificial intelligence or machine learning models;
    2. in a way contrary to applicable law.

22. Support

You must use the Support Software to request and receive our support under this agreement. If the Support Software requires you to create an account, you agree to do so.

23. Customer Data and Security

1. We will store and handle your Customer Data in accordance with security standards that are reasonable or customary within our industry, and will employ such reasonable or customary measures to protect against your Customer Data being accessed, used, or modified by us or any third party, except to the extent to perform the agreement, or in accordance with applicable laws. For information about how we store and handle your Customer Data that is personal information under the Privacy Act, please see our privacy policy available on our website.
2. Subject to clause 23(a) above, you are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Services to you without violating the rights of any third party or otherwise obligating us to you or to any third party. We do not and will not assume any obligations with respect to Customer Data other than as expressly set forth in this agreement or as required by applicable law.
3. In the event we are providing any On-Premises Software to you under this agreement, you must ensure that:
  1. the On-Premises software is housed in a secure environment; and
  2. any remote access to the On-Premises Software you provide to us is provided via a secure link.
4. If the Order specifies that we will undertake data transfer, we will undertake the transfer, as specified in the Order. You will provide us with all assistance that we reasonably request to effect the transfer. ‘Reasonable assistance’ includes, for example, extracting Customer Data for the transfer, or providing access to relevant databases upon our request. We are not liable for any failure to meet our obligations under this clause 23(d) to the extent that that failure is caused, directly or indirectly, by your failure to provide us with reasonable assistance.

24. Privacy

1. Nothing in this agreement is intended to limit any obligation of ours to comply with the Privacy Act (as applicable), or that we may have as an organisation with respect to personal information (as defined by the Privacy Act).
2. You warrant that you have obtained all necessary consents from individuals whose personal information (as defined under the Privacy Act) is provided to us under this agreement.

25. Disclaimer of warranties

1. To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.
2. Where any law (including the Competition and Consumer Act 2010), implies a condition, warranty or guarantee in respect of goods which may not lawfully be excluded, then, to the maximum extent permitted by applicable law and subject to the other terms of this agreement, our liability for breach of that non-excludable condition, warranty or guarantee will, at our option, be limited to:
  1. replacement or the supply of equivalent goods;
  2. repair of the goods;
  3. payment of the cost of replacing the goods or of acquiring equivalent goods; or
  4. the payment of the cost of having the goods repaired.
3. To the extent that there is a failure by us to comply with a guarantee in respect of the supply of any service, then to the extent permitted by law, and subject to the other terms of this agreement, our liability for failure to comply with a guarantee in respect of the supply of that service is limited to one or more of the following, at our election:
  1. supplying the service again; or
  2. payment of the cost of having the service supplied again.

26. Termination

1. Either party may terminate this agreement for cause:
  1. upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or
  2. if the other party is in or under any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
2. We may also terminate this agreement:
  1. if this agreement is suspended by us more than twice in any 12 month period under clause 4, immediately upon notice; or
  2. for convenience at any time, upon 30 days’ notice.

27. Indemnity

27.1 Provision of Indemnity

1. We will defend you against any claims made by an unaffiliated third party that the Services or Hardware infringes that third party’s Intellectual Property Rights.
2. You will defend us against any claims made by an unaffiliated third party that any Customer Data, or any services, material or information you provide or actions you take, directly or indirectly, under this agreement or in the course of you using the Services or Hardware:
3. infringes the third party’s Intellectual Property Rights;
4. infringes the third party’s privacy rights or the Privacy Act; or
5. violates the End User Licence Agreement.

27.2 Conditions on our indemnity to you

1. Our obligations in clause 27.1 will not apply to a claim or award based on:
  1. any Customer Data, modifications you make to the Service, or services or materials you provide or make available as part of using the Service;
  2. your combination of the Service with, or damages based upon the value of, Customer Data or data, or business process;
  3. your use of a trademark of ours without our express written consent, or your use of the Service after we notify you to stop due to a third-party claim;
  4. your redistribution of the Service to, or use for the benefit of, any unaffiliated third party; or
  5. Services provided free of charge.
2. If we reasonably believe that a claim referred to in clause 27.1 may prevent your use of the Service, we will seek to:
  1. obtain the right for you to keep using it; or
  2. modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Service.
3. If neither of the options referred to in clause 27.2(b) are commercially reasonable, we may terminate your rights to use the Service.

27.3 Management of claims

1. Each party must notify the other promptly of a claim under this clause 27.
2. The party seeking protection under this clause 27 must:
  1. give the other sole control over the defence and settlement of the claim; and
  2. give reasonable help in defending the claim.
3. The party providing the protection under this clause 27 will:
  1. reimburse the other for reasonable out-of-pocket expenses that it incurs in giving the help referred to in clause 27.3(b)(2); and
  2. pay the amount of any resulting adverse final judgment or settlement.

27.4. Waiver

To the extent permitted by law, the parties’ respective rights to defence and payment of judgments (or settlement the other consents to) under this clause 27 are in lieu of any common law or statutory indemnification rights or analogous rights and each party waives such common law or statutory rights.

28. Limitation of Liability

28. 1 Limitation

The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Service during the 12 months before the cause of action arose. For Services provided free of charge, our liability is limited to direct damages up to $5,000.00 AUD.

28.2 Exclusion

Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.

28.3 Exceptions to limitations

The limits of liability in this clause 28 apply to the fullest extent permitted by applicable law, but do not apply to:

your obligation to pay the Fees;

the parties’ obligations under clause 27; or

violation of the other party’s Intellectual Property Rights.

29. Disputes

29.1 No proceedings

Neither party will commence court proceedings or action against the other party under or in connection with this agreement (other than where urgent interlocutory relief is required) unless it has first attempted to resolve the dispute under this clause 29.

29.2 Notice of dispute

Either party may give the other a notice in writing (dispute notice) setting out the details of the dispute. Within 5 business days after the date on which a party gives the other party a dispute notice (dispute notice date), representatives of the parties must meet and use reasonable endeavours to resolve the dispute.

29.3 Escalation to senior management

If the dispute is not resolved under clause 29.2, senior management representatives of the parties must, within 10 business days after the dispute notice date, meet and use reasonable endeavours to resolve the dispute.

29.4 Mediation

If the dispute is not resolved under clause 29.3 within 30 business days after the dispute notice date (or such other time as agreed between the parties), the dispute must be referred to mediation according to clause 29.5.

29.5 Mediation process

Where the dispute is referred to mediation, the parties:

1. will conduct the mediation in Brisbane in accordance with the Resolution Institute’s Mediation Rules operating at the time the dispute is referred to the Resolution Institute, and the terms of those rules are incorporated in this agreement;
2. will jointly appoint the mediator, or if the parties cannot agree on the mediator within 5 business days of referral to mediation, the Chairperson of the Queensland Chapter of the Resolution Institute will determine the mediator;
3. may be legally represented at the mediation;
4. will each bear their own costs concerning the mediation, and will bear the costs of the mediation venue and the mediator equally; and
5. will continue to perform their obligations under this agreement to the extent practicable having regard to the nature of the dispute notwithstanding the existence of a dispute, unless the parties agree otherwise in writing.
6. If the mediation does not resolve the dispute, either party may commence any other form of action to resolve the dispute, including court proceedings.

30. GST

30.1 GST exclusive amounts

Unless expressly stated to the contrary all amounts expressed in this agreement are exclusive of GST.

30.2 Taxable supplies

If a party (Supplier) is obliged under the GST Law to pay an amount of GST for a taxable supply made by the Supplier to another party (Recipient) under this agreement, the Recipient must pay the Supplier an amount equal to the GST payable on the supply by the Supplier.

30.3 Time for payment

The Recipient must pay the amount referred to in clause 30.2 and any interest, penalty, fine or expense relating to the GST, in addition to and at the same time as the consideration otherwise payable by the Recipient for the supply.

30.4 Tax invoice

If requested by the Recipient, the Supplier must provide the Recipient with a tax invoice on or before payment of the amounts required by this clause 30.

30.5 Adjustment events

If an adjustment event arises for a taxable supply under clause 30.2, the amounts required to be paid must be recalculated (Recalculated Amount) and the Recipient must pay the Supplier the Recalculated Amount.

30.6 Reimbursements

Where a party is required to pay for or reimburse an expense or outgoing of another party, the amount required to be paid or reimbursed is the amount of the expense or outgoing less any input tax credits to which the other party, or the representative member of a GST group to which they belong, is entitled.

30.7 Interpretation

Words which have a defined meaning in the GST Law have the same meaning in this agreement unless the context otherwise requires.

31. Miscellaneous terms

1. Extension. If specified in the Order, you may extend the Term for the additional period set out in the Order, subject to you providing notice to us for the period set out in the Order.
2. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices will be sent to the address that each party identifies on the Order as its address for notices. Where a party provides an email address in its address for notice, that party agrees that notices may be sent solely by email.
3. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
4. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
5. No agency. This agreement does not create an agency, partnership, or joint venture.
6. Subcontracting. From time to time, we use other parties to deliver some or all of our obligations under this agreement. We may subcontract any part of our obligations under this agreement at any time without notice.
7. Assignment and novation. We may assign, transfer or novate any of our rights or obligations under this agreement to an Affiliate on written notice to you. You may not assign, transfer or novate any of your rights or obligations under this agreement without our prior written consent. The agreement is for the benefit of, and will bind, the parties and their successors and permitted assigns.
8. Applicable law. This agreement is governed by and to be construed in accordance with the laws applicable in Queensland, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland.
9. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
10. Survival. Clauses 13.1, 14, 17(f), 18, 19, 20, 21, 23(b), 2422, 27, 28, 30,32, 33 and this clause 31, and any term that by its nature survives, will survive termination or expiration of this agreement.
11. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of the Services)). This clause will not, however, apply to your payment obligations under this agreement.
12. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf.
13. Variation. We may vary these terms at any time at our sole discretion by posting the updated terms to this site or a successor site. The version of these terms that was current at the time of an Order will apply to that Order, except where:
  1. we provide you with notice that we intend to replace the current terms of the Order with amended terms, and provide you with a copy of those amended terms; and
  2. you do not provide an express, written objection to the replacement of the current terms with the amended terms within 20 business days of our notice to you under clause 31(m)(1).
14. For clarity, if we receive an express, written objection from you under clause 31(m)(2), the version of these terms that was current at the time of an Order will continue to apply to that Order.

32. Interpretation

Unless it is expressly stated that a different rule of interpretation will apply:

1. a reference to an agreement includes any variation or replacement of the agreement;
2. any reference to business days will be interpreted to mean any day other than a Saturday, Sunday or public holiday in Brisbane, Queensland, and business hours will be interpreted to be 8:30am – 5:00pm on business days. If the due date for any obligation is not a business day, the due date will be the next business day;
3. all currency amounts are in Australian dollars;
4. headings are provided for convenience and do not affect the interpretation of the documents making up the agreement;
5. “include”, “includes” and “including” must be read as if followed by the words “without limitation”;
6. if a word or phrase is defined its other grammatical forms have corresponding meanings;
7. agreements, representations and warranties made by two or more people will bind them jointly and severally;
8. a reference to any legislation includes any consolidation, amendment, re-enactment or replacement of legislation;
9. a person includes the person’s executors, administrators and permitted novatees and assignees; and
10. no rule of construction will apply to a provision of a document to the disadvantage of a party merely because that party drafted the provision or would otherwise benefit from it.

33. Definitions

1. Affiliate means Kalima Pty Ltd, ACN 010 962 268, Care Systems Services Pty Ltd (ACN 168 238 677) or any other entity which is affiliated with us and forms part of our company structure, as notified by us to you from time to time.
2. Confidential Information means all information disclosed by or on behalf of you or us to the other party in connection with the agreement or created using that information, which is confidential in nature and designated as confidential, or which a reasonable person receiving the information would realise is sensitive or confidential, and all information to the extent it is derived from that information. Confidential Information does not include any information which:
  1. is or becomes public, except through breach of a confidentiality obligation;
  2. the Receiving Party can demonstrate was already in its possession or was independently developed by the Receiving Party; or
  3. the Receiving Party receives from another person on a non-confidential basis, except through breach of a confidentiality obligation.
3. Customer Data means any information, material, data, dataset or database:
  1. provided by or on behalf of the you to us for use, processing, storing or hosting by us in the provision of the Services; and
  2. created, produced or derived from the use, processing, storing or hosting of that information, material, data, dataset or database in our provision or your use of the Services, but does not include any Pre-Existing Material or New Material owned by us.
4. End User means any person you permit to access Customer Data hosted in the SaaS or otherwise use the SaaS.
5. End User Licence Agreement means the end user licence agreement made available on our website, as updated from time to time.
6. Fees means the fees or price for the Services or Hardware identified in the Order, as adjusted from time to time under this agreement.
7. GST Law has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
8. Hardware is defined in the Order.
9. Intellectual Property Rights includes all copyright, trade mark, design, patents, semiconductor or circuit layout rights and other proprietary rights, and any rights to registration of such rights existing anywhere in the world, whether created before or after the date of this agreement, but excludes moral rights.
10. Key Contact means the key contact for a party identified in the Order.
11. New Material means all material that is created, written, developed or otherwise brought into existence by or on behalf of us for you in the course of us performing our obligations under this agreement. New Material does not include Pre-Existing Material.
12. On-Premises Software is defined in the Order.
13. Order means the order for the Services or Hardware, executed by you and us.
14. Pre-Existing Material means all material, which existed at the start date or which is developed independently of the agreement. Pre-Existing Material includes any adaptation, translation or derivative of the Pre-Existing Material.
15. Preview means preview, beta, or other pre-release version or feature of the SaaS offered by us to obtain customer feedback.
16. Privacy Act means the Privacy Act 1988 (Cth).
17. Professional Services means the professional services described in the Order.
18. Professional Services Period is defined in the Order.
19. Receiving Party is defined in clause 19.
20. SaaS is defined in the Order.
21. Service Level Agreement or SLA means the service level agreement made available on our website, as updated from time to time.
22. Scheduled Downtime means a planned period of non-availability of the SaaS.
23. Site means the relevant site for the provision of the Service or delivery of Hardware as identified in the Order, or as specified by you from time to time.
24. Specifications means the specifications for the Service and/or Hardware (as applicable) defined in the Order.
25. Subscription Period means the period during which we will provide the SaaS, as specified in the Order.
26. Support Software means the third party software which we identify to you as the software via which you can lodge requests for support.

Subscription Terms and Conditions | Last Updated May 2025

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