Terms and Conditions of Use
THE FOLLOWING ARE GLOBAL HEALTH LIMITED’S (Global Health) TERMS AND CONDITIONS OF USE FOR ITS CLOUD HOSTING SERVICE i.e. FOR COMPUTER OPERATING SYSTEMS AND APPLICATION SOFTWARE ACCESS DESCRIBED AS SOFTWARE AS A SERVICE (SaaS)
As an authorised user who has entered into an Application Software Licence (“Agreement”) with Global Health, the Global Health Cloud Hosting Service (“Hosting Service”) provides you (the “Customer”) with access to computer operating systems and Application Software operated by Global Health on a virtual machine (“VM”) platform environment. Terms defined in that Agreement have the same meaning in these Terms and Conditions of Use, except as expressly defined otherwise in these Terms and Conditions of Use.
Subject to the remainder of these Terms and Conditions of Use, this Hosting Service is offered to the Customer on these Terms and Conditions of Use. The Customer’s continuing use of this Hosting Service or any part thereof constitutes the Customer’s agreement to all of these Terms and Conditions of Use as may be added to or modified from time to time, provided that if any part of these Terms and Conditions of Use is held to be invalid or unenforceable in any way, it shall be read down to the extent necessary to give the part legal effect or it shall be severed if it cannot be read down. The remaining provisions of these Terms and Conditions of Use will remain unaffected and in full force and effect.
1. Modification of these Terms and Conditions of Use
Global Health reserves the right to change these Terms and Conditions of Use under which SaaS access to the computer operating systems and/or Application Software is provided at any time by:
1.1. publishing updated Terms and Conditions of Use on its website. Global Health will notify the Customer at its nominated email address of each change to these Terms and Conditions of Use; or
1.2. superseding these Terms and Conditions of Use with any amendments or additions to our Agreement which deal with the same subject matter, including any Schedules to the Agreement.
2. Global Health Cloud Hosting Service
2.1. Access to computer operating systems and/or Application Software via the Hosting Service Global Health will provide the Customer and the number of authorised user(s) with access to the computer operating systems and/or Application Software, as described in the Agreement, via Global Health’s Cloud Hosting Service.
2.2. Use of the Hosting Service and Hosting Environment
- Subject to these Terms and Conditions of Use, the Hosting Service is to be made available by Global Health 24 hours per day, 7 days per week (i.e. at all times).
- At the time of writing, the Customer and its users will be able to access the Hosting Service via the shortcut that Global Health has deployed to the Customer’s computers. This shortcut may be accessed via a web browser (with users logging in via a secure internet webpage), through a locally-installed program or application, or by any other means provided or directed by Global Health. By using this Hosting Service, both parties agree that they will maintain and keep their login credentials secure and not share it with any other parties, in accordance with the terms of the Agreement.
- The Customer acknowledges and agrees that the Customer will access the Hosting Service (and the Application Software operated via the Hosting Service) using a username and password. The Customer’s username and password is merely Global Health’s way of identifying the Customer. The Customer is responsible for protecting the usernames and passwords. Global Health does not offer the Customer any protection or security if the Customer’s username and password are stolen or subject to any unauthorised use or disclosure. As a general rule, accounts should not be shared and each user is required to utilise their own username and password to access the Hosting Service.
- The Customer must retain the security of any content, data and personal information which is created or stored using the Application Software, or which is transmitted or accessed using the Hosting Service (collectively “Customer Content”) by ensuring that its username and password are kept strictly confidential, and by always logging off if the Customer’s users are using a shared computer or device. Except where it has been caused by a breach of Global Health’s obligations to the Customer, the Customer is responsible for all consequences arising from the use of the username and password, including all charges incurred and any liabilities suffered by the Customer or its users. This includes the consequences of unauthorised access or use by third parties.
- The infrastructure of Global Health and its service provider which is used to provide the Hosting Service runs standard antivirus technology which is maintained in accordance with good industry practice. However, Global Health cannot warrant or guarantee that any file or program available for access, download or execution from or via its Application Software is free from viruses or other conditions that could damage or interfere with Customer Content, hardware or software (including Third Party Software) with which it might be used, including where the Application Software is operated on a virtual machine platform environment as part of the Hosting Service.
- The Customer acknowledges and agrees that there are inherent risks in dealings over the internet, including when it accesses the Hosting Service via a web browser and when the Customer Content is transmitted to a virtual machine platform environment as part of the Hosting Service. Whilst Global Health maintains standard anti-virus technology, a certified information security management system and training for those of its employees that access Customer Content, Global Health does not warrant or guarantee that:
(i) there is any privacy or security on the internet;
(ii) files, information or programs available to access, download or execute from or via the Application Software are free from harmful code;
(iii) the Application Software, Customer Content or Hosting Service will be free from actual or attempted cyber-attacks, denial of service attacks or unauthorised access;
(iv) the Hosting Service will be free from fault, interruption or external intrusion.
- The Hosting Service may only be used for lawful purposes. As a condition of the Customer’s use of the Hosting Service, the Customer warrants to Global Health that the Customer will not use the Hosting Service for any purpose that is unlawful or prohibited, notwithstanding that the Hosting Service may be capable of being used for such unlawful or prohibited purposes. The Customer may not use the Hosting Service in any manner which could damage, disable, overburden, or impair the Hosting Service, or the computer operating systems or Application Software accessible using the Hosting Service, or interfere with any other party’s use and enjoyment of the Hosting Service, computer operating systems or Application Software. The Customer must not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Hosting Service, notwithstanding that the Hosting Service may be capable of being used to obtain such materials or information.
- Except where expressly stated otherwise, the Customer acknowledges and agrees that:
(i) any Customer Content which is accessed, transmitted or stored using the Hosting Service;
(ii) any Customer Content which is stored on its servers; and
(iii) Third Party Software, data or other material of any nature which is stored on its servers, or accessed, transmitted or stored using the Hosting Service, remains its sole responsibility.
- The Customer must obtain all authorisations, licences and consents, and issue all relevant notifications, required under applicable laws in relation to any information or content that it accesses or stores via the Hosting Service (including any Customer Content). By using the Hosting Service, the Customer represents to Global Health that:
(i) it will immediately notify Global Health if it becomes aware of any malicious code within, or affecting, the Customer Content;
(ii) it has obtained all necessary consents and rights to deal with the Customer Content, including to make any communication, distribution, publication or use of that Customer Content;
(iii) it has assessed, or had the opportunity to assess, the suitability of the Hosting Service for its business purposes, having regard to any applicable industry codes of practice, laws and policies for the creation, handling, storage and transmission of Customer Content;
(iv) it has assessed, or had the opportunity to assess, whether the technical and organisational security measures which are provided as part of the Hosting Service are adequate for the business purposes of the Customer;
(v) it has assessed and implemented, or had the opportunity to assess and implement, reasonable measures of its own to protect its Customer Content from misuse, interference and loss, or unauthorised access, modification or disclosure;
(vi) it has exercised its own judgement in determining whether or not to implement any advice or recommendation, or to rely on any estimate, conclusion, information or other opinion, from Global Health; and
(vii) it has assessed, or had the opportunity to assess, whether it has the minimum acceptable versions of operating systems, devices, software or firmware which are necessary to access the Application Software and Hosting Service.
- Each party is responsible for all activity conducted via its user-account(s) and shall abide by all applicable local and national laws, treaties and regulations in connection with the Hosting Service, including those related to data privacy and the transmission of technical or personal data or information. Each party shall notify the other party immediately of any unauthorised use of any password or account or any other known or suspected breach of security and neither party shall impersonate another user or provide false identity information to gain access to or use the Hosting Service.
- If an actual, or suspected, eligible data breach occurs under the Privacy Act 1988 (Cth), in respect of personal information of the Customer which is stored in connection with the Hosting Service, Global Health and the Customer shall each:
(i) provide such information and assistance to the other party as may be reasonably requested to comply with the other party’s obligations under the Privacy Act 1988 (Cth), in a timely manner; and
(ii) co-operate with the other party in good faith regarding the content, timing and manner of notification to applicable government authorities and affected third parties.
- Global Health will provide a report of the number of licenced users (concurrent and/or named) to the Customer on a three (3) monthly basis.
If the actual licenced user count is found to be greater than the contracted licenced user count, Global Health will work with the Customer to reduce the actual licenced user count to the contracted number of licenced users.
If after sixty (60) days from the date the report is issued to the Customer, the licenced user count remains above the contracted licenced user count, Global Health will true-up the number of licenced users.
Global Health will calculate and invoice for the applicable incremental licenced users at the agreed rate, from the date of licence activation, pro rata to the contract anniversary date and for the remainder of the contract term.
- The provided database storage size limit per hosting environment is 500GB (“The Minimum”) or as specified in Section 1 Application Software License Details.
Additional database storage above The Minimum is charged at the default rate per Gigabyte (GB), per annum or as otherwise specified in Section 1 Application Software License Details.
If the actual database storage size exceeds The Minimum, Global Health will notify the Customer in writing.
Once the database storage size exceeds The Minimum by 10GB or greater, Global Health will true-up the database storage size. Global Health will calculate and invoice for the applicable incremental GB’s at the agreed rate, from the date of Customer notification, pro rata to the contract anniversary date and for the remainder of the contract term.
2.3 Service inclusions
Global Health agrees to provide the following services until termination of the Customer’s access to the Hosting Service:
- Service uptime: Global Health and its service provider are committed to providing a 99.95% service availability target for each calendar month during the Hosting Service, excluding Global Health and Customer initiated scheduled maintenance, emergency outages, failure of Third Party Software and other force majeure events outside of the reasonable control of Global Health and its service provider. Global Health may notify the Customer of the minimum acceptable versions of operating systems, devices, software or firmware. Any service availability target that applies to the Hosting Service will only apply if the Hosting Service is operating on those versions or higher. Any software not provided by Global Health as part of the Services is deemed to be Customer Content (for which the Customer is responsible).
- Scheduled Maintenance: Notification of any scheduled maintenance will be provided at least five (5) business days in advance by telephone and email to the Customer’s nominated contact details. Global Health will endeavour to provide (but cannot warrant) at least 24 hours’ notice where emergency maintenance needs to be conducted. Emergency outages may occur with nominal or no prior notice.
|Scheduled maintenance e.g. application upgrades, initiated patches or bug fixes
|1 to 6 hours
|Emergency maintenance or outages eg. Microsoft urgent security patch
|1 to 6 hours
Scheduled maintenance is typically scheduled between the hours of 12:00am and 6:00am, Australian Eastern Standard Time.
- Service Recovery and Restoration: Global Health and its service provider will use all reasonable endeavours to adhere to a Service Restoration Target of six (6) hours.
A Service Restoration Target is the maximum elapsed time, during Global Health’s support hours (which at the time of writing are Monday to Friday 8:30am to 5:00pm Australian Eastern Standard Time), between the Customer reporting a fault to Global Health or Global Health responding to an alert and providing confirmation to the Customer that the Hosting Service has been restored.
- Data backup: Global Health and its service provider will provide a database backup. At the time of writing, the backups are taken daily and retained for 35 days. Restorations of data can be requested via Global Health Support at a cost, unless the requirement for such restoration of data is caused by a default of Global Health or its authorised contractors which is not otherwise caused by emergency outages, failure of Third Party Software and other force majeure events outside of the reasonable control of Global Health and its service provider.
Global Health and its service provider provide a primary and secondary data centre within Australia with a Recovery Time Objective (RTO) of 4 hours and a Recovery Point Objective (RPO) of 1 hour.
3. Termination/restriction of access by Global Health
While reasonable efforts will be made to contact the Customer in the event of any issues arising in connection with the Customer’s account and notwithstanding the period of time for deletion of information contemplated by clause 5, the Customer expressly agrees that Global Health has reserved the right, in its sole discretion, to terminate the Customer’s access to the Hosting Service or any part thereof at any time and without notice to the Customer and to delete the Customer’s account and all associated information from the server for reasons which include, but are not limited to:
- non-payment of any invoices issued by Global Health under this Agreement that are not reasonably the subject of dispute;
- abuse of the Hosting Service. Furthermore, if any criminal offence has been committed via the Hosting Service, Global Health will notify the appropriate law enforcement authorities.
Termination/restriction of access will not relieve the Customer of responsibility for the payment of all overdue invoices and collection charges (if any). Global Health does not issue credits or refunds for Hosting Services not accessed by the Customer due to termination/restriction of access.
If the Customer does not comply with any of its obligations in connection with the Hosting Service, Global Health is, to the maximum extent permitted by law, not responsible for any delays or liabilities arising from that failure and it may charge the Customer for any amounts it reasonably incurs as a result.
4. Termination by the Customer
Global Health does not offer credits or refunds for Hosting Services already consumed. Hosting Service subscriptions and their associated charges continue on an ongoing basis until they are cancelled. Where the Customer terminates their Agreement with Global Health in accordance with its terms, the Customer must pay out fees for the remainder of the Initial Term or subsequent renewed term (as the case may be) and any notice period for termination.
5. Consequences of termination
Where cancellation/termination/restriction of access occurs for whatever reason, all licences granted herein are terminated and the Customer’s access method to the Hosting Service will cease to operate. The Customer agrees that its account may be de-activated and that Global Health may delete all information stored in the Customer’s account after two (2) months of termination of the Customer’s account without further notice and without liability to the Customer.
The Customer agrees that should the Customer wish to extract all or any part of its data (including any personal information) stored in the Hosting Service, or any computer operating systems or Application Software accessible using the Hosting Service:
- the Customer must notify Global Health at the time of termination or cancellation of the Customer’s account; and
- pay the fee for any support services the Customer requires from Global Health in relation to such extraction.