THE FOLLOWING ARE GLOBAL HEALTH LIMITED’S (Global Health/our) TERMS AND CONDITIONS ASSOCIATED WITH THE USE OF OUR APPLICATION SOFTWARE WHICH IS AVAILED TO OUR CUSTOMERS (Customer/you) AS SOFTWARE AS A SERVICE (SaaS)
In these Terms:
Business Day means a day that is not a Saturday, Sunday or public holiday in the State of Victoria, Australia.
Claim means any action, claim, charge, cost, damage, expense, demand, liability, outgoing, payment or penalty.
Commencement Date means the date that Global Health activates the Customer’s access to the SaaS.
Confidential Information means know-how, trade secrets, technical processes, information relating to products, finances, contractual arrangements with customers or suppliers or other information which by its nature, or by the circumstances of its disclosure, is or could reasonably be expected to be confidential information.
Consequential Loss means any loss of opportunity, profits or revenue.
Customer means the person or entity that has purchased the Subscription.
Customer Content means Personal Information and data of any kind that is accessed, created, stored or transmitted using the SaaS.
DHS means the Commonwealth of Australia Department of Human Services.
Emergency means a situation that could jeopardise human life or safety, or result in property damage, unless immediate action is taken.
End User means any end user of the SaaS, regardless of whether the Customer has authorised that person to access or use the SaaS.
Equipment means hardware and Third Party Software.
Evergreen Browser means a web browser that automatically upgrades to future versions without prompting or intervention from the user. As at the date of these Terms, such browsers include:
Force Majeure Event means an unforeseeable event or circumstance beyond the reasonable control of a party, including:
Global Health means Global Health Limited ABN 75 091 377 892.
GST means goods and services tax payable under the GST Law.
GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Harmful Code means any computer program, virus or other code:
Hosting Infrastructure means the hardware, software and other services and facilities (whether of Global Health or its Providers) that are necessary or desirable for Global Health to provide the SaaS.
Hosting Service means the cloud hosting of the Customer’s Content by Global Health or its Providers, which forms part of the SaaS.
Insolvency Event means, in relation to a party, the occurrence of any insolvency event including a winding up application being made and not withdrawn within twenty one (21) days, failing to comply with a statutory demand, the appointment of a provisional liquidator or administrator, entering into an arrangement with creditors, a voluntary winding up other than for the purposes of a solvent corporate reconstruction, an inability to pay debts as and when they fall due, any admission of insolvency, any court order relating to any of these matters or anything which occurs under the law of an applicable jurisdiction which has a similar effect to any of these matters.
Intellectual Property Rights means all present and future rights in relation to copyright, trade marks, designs, patents, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to register or renew such rights.
Law means any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation, whether made by a State, Territory, the Commonwealth or a local government, including the common law, equity, mandatory standards and industry codes of conduct.
Medicare means the Department of Human Services trading as Medicare Australia ABN 75 174 030 967.
New Release means a new release or version of the Software, including any update, enhancement, extension or replacement of the functionality of the Software.
Personal Information means information or an opinion about an individual that is identified or reasonably identifiable:
Personnel means a party’s officers, employees, agents, consultants, contractors and subcontractors.
PKI means public key infrastructure.
Planned Outage means a period during which the availability of the SaaS is interrupted for maintenance, upgrade or other processes, upon reasonable prior notice.
Provider means a carrier, licensor, subcontractor or other supplier used by Global Health to provide the SaaS.
Regulator means any applicable government agency or regulatory authority.
SaaS means the:
by Global Health and its Providers.
Software means the software owned by Global Health or its related bodies corporate, which is the subject of the Subscription.
Subscription means the Customer’s right to access and use the SaaS during the Subscription Term, subject to compliance with these Terms.
Subscription Fee means the fee payable by the Customer for the Subscription.
Subscription Term means the duration of the Subscription, as calculated in accordance with clause 2.
Taxable Supply has the meaning given in the GST Law.
Taxes means all charges, levies, rates, imposts and taxes of any kind whatsoever, excluding any taxes levied on the personal income of Global Health.
Tax Invoice has the meaning given in the GST Law.
Third Party Software means third party software to be licensed by the Customer in connection with its use of the SaaS.
At the time of writing, Global Health’s SaaS products are:
Some of our SaaS solutions use google map application interfaces (apis) for address and time-zone look-ups and as such google’s logo/branding will be displayed where these features are availed. More details can be found at https://cloud.google.com/maps-platform/terms/
More details can be found at https://cloud.google.com/maps-platform/terms/
2. SUBSCRIPTION TERM
The Subscription will commence from the Commencement Date until it is terminated in accordance with clause 16.
During the Subscription Term, the Customer is granted a non-exclusive and non-transferable Subscription, in consideration of the payment of the Subscription Fee and any other amounts due under these Terms.
4. SUBSCRIPTION FEE AND OTHER PAYMENTS
4.1 The Customer will pay the Subscription Fee on a recurring basis to Global Health:
4.2 During the Subscription Term, the Subscription Fee may be increased by:
4.3 If any amount remains unpaid within 14 days of the date of its invoice, Global Health may impose interest on the outstanding amount, at a rate equal to the Commonwealth Bank of Australia (ABN 48 123 123 124) standard overdraft rate as at the due date for payment, plus 2 per cent per annum until the outstanding amount is made. If an outstanding amount is reasonably disputed by the Customer, interest will only be imposed if the dispute is resolved in favour of Global Health.
5. PERMITTED USE
5.1 must only use the SaaS to conduct its ordinary business operations;
5.2 must control the access and use of the SaaS by its End Users and Personnel;
5.3 must not, and will ensure that Personnel and End Users it has authorised will not, use the SaaS:
5.4 With notice to the Customer, Global Health and its Personnel may enter any premises under the Customer’s control during business hours, in order to verify compliance with these Terms if Global Health has reasonable grounds to suspect that the Customer is in default of any of its obligations under clauses 4 (PAYMENTS), 5 (PERMITTED USE) or 6 (SECURITY).
6.1 The Customer must use all reasonable endeavours to protect its account(s) from access, use or misuse by unauthorised persons.
6.2 Unless authorised by these Terms, the Customer must not share any usernames or passwords with third parties.
6.3 The Customer is responsible for all activity conducted on its account(s) and must:
6.4 The Customer acknowledges and agrees that:
7. HARMFUL CODE
The Customer acknowledges and agrees that there are inherent risks in dealings over the internet. Global Health maintains standard anti-virus technology, internal controls and data security routines that are intended to protect Customer Content against accidental loss, disclosure or access. Global Health does not warrant that files, information or programs available to access, download or execute from or via the SaaS are free from Harmful Code.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Unless stated otherwise, Intellectual Property Rights in the Software remain the sole property of Global Health or its related bodies corporate. The Customer will not challenge or dispute the ownership of those Intellectual Property Rights.
8.2 The Customer will not, and will not assist third parties to, access or use the SaaS in order to create any software which incorporates the same or similar functionality to the Software, including by:
8.3 The Customer will not remove or obscure notices of the Intellectual Property Rights of Global Health which may accompany the SaaS.
9. CUSTOMER CONTENT
9.1 Global Health does not claim any ownership of the Customer Content.
9.2 The Customer grants to Global Health, its Personnel and Providers a non exclusive, royalty-free and worldwide licence to access, use, display, host and store Customer Content, to the extent necessary to provide the SaaS and any other goods or services contemplated by these Terms.
9.3 The Customer represents and warrants to Global Health that:
9.4 Upon termination of the Subscription, Customer Content will be retained for a maximum of 30 days. Any service required to restore or retrieve the data thereafter may incur a service charge at prevailing professional services rates.
10. SaaS INCLUSIONS – HOSTING SERVICES
In consideration of the Subscription Fee, Global Health will use all reasonable endeavours to provide the Hosting Service:
10.1 to the Customer and a specified number of End Users;
10.2 except where downtime is caused or contributed to by:
10.3 subject to any acceptable use policy.
11. SaaS EXCLUSIONS
11.1 The Customer must bear its own costs of:
11.2 Third Party Software may be used by the Customer at its election. Where Third Party Software has been suggested by Global Health for use by the Customer in connection with the SaaS:
12. SUSPENSION OF ACCESS TO SaaS
Global Health may suspend the Customer’s Subscription:
12.1 where reasonably required in order to prevent unauthorised access to the Customer Content or the transmission of Harmful Code;
12.2 if Global Health reasonably suspects that the Customer is in breach of its obligations under clause 5;
12.3 where necessary or desirable to comply with the order or other requirements of any Regulatory Authority; and
12.4 if the Customer fails to make any payment due under these Terms.
Where reasonably practicable, Global Health will provide prior notice of the suspension.
13. DEPARTMENT OF HUMAN SERVICES – AUSTRALIAN CUSTOMERS
The DHS requires Global Health, as a software vendor, to ensure that the Software:
13.1 is approved by the DHS to conduct transactions with the DHS; and
13.2 uses Third Party Software for PKI, or other such other Third Party Software as notified by the DHS from time to time, to authenticate and encrypt digital communications to the DHS using the Software.
If the Software is used within Australia to submit online claims to Medicare on behalf of the Customer, Global Health’s PKI site certificate will be used to ensure that the digital data is encrypted before it is securely transmitted to, and accessed by, Medicare.
14. LIMITATION OF LIABILITY AND FORCE MAJEURE
14.1 To the maximum extent permitted by Law, all warranties, inducements or representations are excluded from these Terms. Global Health does not purport to exclude any condition, term, representation or warranty which is implied by Law if and to the extent it cannot be legally excluded.
14.2 The Customer acknowledges and agrees that it has not relied upon any representations, descriptions, illustrations, representations or specifications, except those contained in these Terms, in deciding to purchase the Subscription.
14.3 To the maximum extent permitted by Law, Global Health’s liability for any breach of a condition, term or warranty in these Terms (including a non-excludable guarantee under the Australian Consumer Law where the goods or services are not ordinarily acquired for personal, domestic or household use or consumption and the guarantee does not arise under any of sections 51, 52 or 53 of the Australian Consumer Law) is limited to:
14.4 Global Health is not liable to the Customer for any Claims or Consequential Loss, arising from the Customer’s access or use of the SaaS:
14.5 With the exception of an obligation to pay money, no party’s default, delay or failure to perform its obligations will constitute a breach of these Terms, to the extent that the default, delay or failure was caused or contributed to by a Force Majeure Event.
14.6 Subject to clause 16.2, the time for performance of an obligation under these Terms by a party affected by a Force Majeure Event will be extended for any period during which its performance has been prevented by the Force Majeure Event.
The Customer will allow Global Health and its Providers to audit the use of the SaaS in order to establish the name, location and IP address of each End User (subject to compliance by Global Health and its Providers with applicable Laws). Such audit may be conducted no more than twice during any twelve (12) month period at Global Health’s expense, upon reasonable prior notice.
16.1 Global Health may immediately terminate the Subscription by written notice to the Customer, if the Customer:
16.2 Either party may immediately terminate the Subscription by written notice to the other party:
16.3 No later than ten (10) Business Days after termination of the Subscription for any reason, the Customer must pay to Global Health any arrears of the Subscription Fee and other outstanding amounts due under these Terms.
16.4 For the avoidance of doubt, the Customer will:
17. END OF SUBSCRIPTION
17.1 Upon termination of the Subscription, the Customer’s account(s) will be immediately deactivated with no further access to the SaaS.
17.2 Upon termination of the Subscription, Global Health will retain any Customer Content that the Customer has not deleted for at least thirty (30) days so that the Customer may restore or retrieve it, except for free trials where Global Health may delete Customer Content immediately without any retention period. The Customer remains responsible for all restoration and retrieval charges associated with the Customer Content, as set out in clause 11.1(c). Upon expiration of the retention period:
18. PERSONAL INFORMATION AND CONSENTS
18.1 Global Health will only grant access to the Customer Content (and any Personal Information contained within it) to its authorised Providers, Personnel or as required by Law, to perform the functions contemplated by these Terms and to comply with any Laws which may mandate disclosure, but for no other purposes.
18.2 The storage and transmission of Personal Information may require the informed consent of the persons concerned and the Customer remains solely responsible for obtaining such consents. The Customer agrees to obtain all consents, approvals, permits and licences required by Law or any applicable Regulatory Body to enable the Customer’s use of the Personal Information, the grant of rights contemplated by clause 9.2 and the activities contemplated by clause 18.1. The Customer agrees to indemnify and hold Global Health harmless against all Claims arising from or in connection with its breach of this clause 18.2.
19. COMMERCIAL ELECTRONIC MESSAGES AND DIRECT MARKETING
By purchasing the Subscription, the Customer consents to Global Health sending the Customer commercial electronic messages and other direct marketing communications (and any of its employees, to workplace email addresses and/or mobile or landline telephones, having advised those employees of Global Health’s rights under this clause 19) concerning the available goods or services of Global Health. The Customer and any of its employees may opt-out of receiving such messages or direct marketing at any time by written notice to Global Health, including by email to firstname.lastname@example.org
20. ACCOUNT MANAGEMENT
The Customer’s account is managed via Global Health’s account management system. The Customer is responsible for ensuring that its email addresses and account information provided to Global Health remain up to date. Global Health is not responsible for the Customer’s failure to receive any communications due to the contact information for the Customer being out of date.
21.1 The Customer will retain the confidentiality of Global Health’s Confidential Information and will not copy or disclose it to a third party, without Global Health’s prior written consent.
21.2 Global Health will retain the confidentiality of the Customer’s Confidential Information and will not copy or disclose it to a third party, unless this is required to perform Global Health’s obligations under these Terms or to comply with any Laws.
Except where expressly stated otherwise in these Terms:
22.1 These Terms will not be interpreted against a party solely on the ground that the party put forward these Terms or any part of it.
22.2 The use of words such as for example or including are not words of limitation.
22.3 Global Health’s performance of these Terms is subject to existing Laws, and nothing contained in them derogates from Global Health’s right to comply with requests or requirements of Regulatory Authorities relating to the Customer’s use of the SaaS and the Customer Data stored in connection with it.
22.4 If any part of these Terms is determined to be invalid or unenforceable under applicable Laws, then the invalid or unenforceable provision will be deemed severed and the remainder of the Agreement will be read down so as to continue in full force and effect.
22.5 No delay, grant of time, release, compromise, forbearance or other indulgence by Global Health in respect of any breach of these Terms operates as a waiver of the enforcement of that obligation or any subsequent or other breach.
22.6 No joint venture, partnership, employment, or agency relationship exists between Global Health and the Customer as a result of these Terms. The relationship between the parties is that of independent contractors.
22.7 These Terms are binding upon, and inure to the benefit of, the parties and their respective permitted successors and assigns.
23. GOVERNING LAW
These Terms shall be governed by the laws of the State of Victoria, Australia. The parties submit unconditionally to the non-exclusive jurisdiction of the courts of that State.
The rights and obligations of the Customer under these Terms are personal. They cannot be disposed of, encumbered or otherwise dealt with, without the prior written consent of Global Health.
25. ENTIRE AGREEMENT
These Terms constitute the entire agreement as to its subject matter. Except where stated otherwise, any prior arrangements, agreements, representations or undertakings of the parties in respect of the same subject matter are superseded.