WELLIFIY TERMS & CONDITIONS
Wellifiy is a patient engagement and clinical care platform for health providers and their patients. The Platform is comprised of a patient-facing Patient App and an interconnected clinician-facing Clinical Portal (“Platform”).
1. About these Terms
1.1 You should read these Terms carefully. They apply to your use of our web-based Platform and services.
1.2 In these Terms:
(a) “Wellifiy”, “we”, “us” or “our” means Wellifiy Pty Ltd (ACN 644 326 125) and includes our subsidiaries, and their respective directors, employees and agents.
(b) “User”, “you” or “your” means:
i. a patient who uses the Platform (“Patient”);
ii. a clinician who uses the Platform to manage patients (“Clinician”); and/or
iii. a health organisation that utilises our Services (“Health Organisation”); and
(c) additional definitions are set out in clause 19.
1.3 By registering an account, using or accessing the Platform, you confirm your acceptance of these Terms and agree to the obligations imposed on you under these Terms and, in exchange, we agree to provide you with access to the Platform and Services. If you do not agree to these Terms you must immediately cease accessing and using the Platform and Services.
1.4 We reserve all rights to alter these Terms at our discretion. Each time you use the Platform, it is your responsibility to be aware of our current terms. By continuing to use the Platform following our publishing of changes to these Terms, you will be deemed to have accepted those changes.
1.5 These Terms, as amended by us from time to time, continue to apply for the duration of your use of the Platform and Services or until terminated in accordance with clause 8.
2. Overview of Services
2.1 To use the Services, a User must register for an account in accordance with clause 5.
2.2 If you register for an account as a Patient and your registration is accepted by us, you will have access to the Services and will be able to:
(a) access and use the Patient App in its most current version;
(b) access the media hosted via the Platform;
(c) access any content or documentation that your Clinician or Health Organisation may choose to share with you through the Patient App;
(d) contact our support team directly via the email address firstname.lastname@example.org (noting our support team operate Monday – Friday, 9am – 5pm AEST); and
(e) access the functionalities and information that your Clinician or Health Organisation has subscribed for or otherwise provided via the Platform.
2.3 Access to your Patient account will continue only for as long as your Clinician or Health Organisation continues to maintain an active subscription to the Platform.
2.4 If you register for an account as a Clinician or Health Organisation and your registration is accepted by us, you will have access to the Services and will be able to:
(a) access and use the Clinical Portal in its most current version;
(b) add Patients to (and remove them from) the Platform;
(c) add Clinicians to (and remove them from) the Platform;
(d) contact our support directly via the email address email@example.com (noting our support team operate Monday – Friday, 9am – 5pm AEST);
(e) make payments via the Platform;
(f) access the functionalities that are included in your subscription plan as outlined at http://www.wellifiy.com/pricing.
2.5 Access to your Clinician or Health Organisation account will continue only for as long as the subscription-holder for that account continues to maintain an active subscription to the Platform.
2.6 Except in respect of information and data that we are required by law to maintain records for, we reserve the right to delete any information or data associated with your account 90 days after you cease your subscription.
2.7 Wellifiy’s patient-facing mobile app operates on iOS and Android platforms. We do not support other mobile phone operating systems or handsets which may operate on non iOS or Android platforms such as, but not limited to, Blackberry OS or Nokia Symbian.
3. General Use of the Platform
3.1 Patients who are experiencing a health emergency should call their local emergency services phone number, or attend the emergency department at their nearest hospital.
3.2 We do not provide any Patient with medical or clinical advice whatsoever. We are not responsible for any health advice or treatments shared via the Platform. for as long as you retain access to our Patient App, you remain for the purposes of this agreement a ‘clinical patient’ of your prescribing Clinician or Health Organisation and not Wellifiy.
3.3 We do not make any representations about the identity, qualifications, competence of any Clinicians who may use the Platform.
3.4 You must ensure that your access to, and use of, the Services is not illegal or otherwise prohibited by laws that apply in your jurisdiction.
3.6 Any information on the Platform or otherwise provided to Users is supplied in good faith but we do not guarantee its accuracy or completeness.
3.7 You agree that you have sole responsibility for any activity that occurs on your account. You must not share your login credentials with any unauthorised users. You must keep your account details and password secure, as you are responsible for any activity on your account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or account.
3.8 The Platform may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Platform, or external websites that advertise the Platform, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties.
3.9 You must take precautions to ensure that when accessing the Platform or Services, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Platform and use of the Services.
3.10 While using the Platform, and any associated Services, you must not:
(a) misuse any part of the Platform by introducing viruses, trojans or other Material that is malicious or technologically harmful;
(b) attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform;
(c) engage in any activity that interferes with or disrupts the Services or the servers and networks that host the Services; or
(d) attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform.
3.11 We may contact you by email or provide you with information by posting notices on the Platform. It is your responsibility to ensure that you have correct contact details registered with us, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence.
4. Obligations of Clinicians and Health Organisations
4.1 The obligations in this clause apply only to Clinicians and Health Organisations who use the Platform.
4.2 In providing or receiving the health information of a Patient via the Platform, you warrant that you are appropriately qualified at law to do so, have sought all required consents from the Patient to do so and that you have otherwise fully complied with all Privacy Laws and other relevant legislation and regulations applicable to the collection, storage, use and disclosure of health information.
4.3 You may never ask patients for payment for their use of the Platform and may also never use the Platform to attempt to seek payment, or collect debts for other services, beyond providing patients with a general overview of your (or your Organisation’s) policies with regards to payments and debt collection procedures.
4.4 You agree to indemnify us for any liability, costs and expenses (including our reasonable legal costs) which we incur as a result of a breach by you of your privacy obligations. We disclaim any liability whatsoever for information collected or shared outside the Platform.
5. Account registration
5.1 To access certain parts of the Platform and Services, you must register with us by providing us with Registration Data as requested.
5.2 If you are under the age of 18 years, we may ask you to confirm that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf. Even if we do this, by submitting Registration Data to us, you acknowledge that you have your parents’ or guardians’ permission and that they have agreed to these Terms on your behalf.
5.3 If you are a parent or guardian who has permitted a person under the age of 18 (a “Minor”) to create an account, you agree to:
(a) exercise supervision over the Minor’s use of our Services and their personal account with us;
(b) assume all risks associated with the Minor’s use of our Services and their account, including the transmission of content or information to and from third parties via the internet;
(c) assume any and all liabilities resulting from the Minor’s use of our Services and their account;
(d) ensure the accuracy and truthfulness of all information submitted to us and the Website by the Minor; and
(e) provide the necessary consents contained in these Terms on behalf of the Minor.
5.4 We reserve the right to take legal action and seek compensation from a parent or guardian of a Minor for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into on, or via, the Website by that Minor.
5.5 We reserve the right to decline your registration request if you do not pass our verification process.
5.6 If you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the accuracy and currency of your Registration Data at all times.
5.7 If you provide us with Registration Data, you consent to the following:
(a) we may provide your Registration Data to your Clinician or Health Organisation where required for the purposes of providing our Services;
(b) you may receive emails, SMS and push notifications, from us regarding details of your registration and/or information relating to your access and use of the Services and your account; and
(c) from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and/or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and/or provide customised email communications to you.
6. Pricing Structure
6.1 We charge subscription fees to Clinicians and/or Health Organisations for their use of the Platform in advance on a monthly, annual or otherwise agreed basis, depending on the level of their subscription (“Fees”) and the number of clinician seats required.
6.2 If you elect to include the option of SMS appointment reminders, then we will invoice you for all SMS reminders sent each month at our standard price.
7. Payment of Fees
7.1 All prices listed on the Platform are in Australian Dollars and do not include goods and services tax (GST) unless otherwise specified. The prices listed on the Platform as they apply to these Terms are subject to change. We will provide you with written notice whenever the fees change by sending an email to the email address registered on your account.
7.2 We use Payment Processing Services provided by Stripe to carry out payment of the fees. Specifically, transactions will be processed via credit card or direct debit.
8.1 In addition to our rights under clause 3, we may, at our absolute discretion, terminate these Terms or cease to supply you with access to the Platform and/or the Services, if:
(a) it transpires that you have provided false or misleading information via the Platform;
(b) you breach a material term of these Terms;
(c) you breach a term of these Terms and do not rectify the breach within 5 business days of our notifying you of the breach;
(d) you breach these Terms with regard to confidentiality or privacy;
(e) you are found by us to be offensive or abusive to any other User;
(f) you fail to pay any fees or charges payable by you on time or at all; or
(g) you breach any relevant law applicable to your use of the Platform or Services.
8.2 If your access to the Platform and/or the Services is terminated for any reason, we will be entitled to payment for any outstanding fees or charges properly incurred up to the date of termination and any fees or charges incurred during any applicable notice period or otherwise specified in these Terms.
9.1 We will, within a reasonable period of time, investigate any alleged error or issue regarding any of the Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or issue with all necessary information to be able to investigate the error or issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Services to you.
9.2 We do not warrant that the use of the Platform will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Platform, including telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Platform. We are not in any way responsible for any such interference or prevention of your access or use of the Platform.
9.3 You agree to ensure that the information that you supply us or any User is complete, current and accurate. You must notify us (and any relevant User(s)) in writing if there is any change to the information supplied.
9.4 Except as provided in these Terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.
9.5 Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.
10.1 To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful Material that may infect your computer equipment, programs, data or other Material due to your use of any part of the Platform or downloading of any Material posted on it or on any website linked to it. We recommend Users ensure they have up-to-date virus checking software installed.
10.2 To the extent permitted by law, You acknowledge and agree that:
(a) Your use of the Platform is at Your own risk;
(b) We provide the Platform only, and are not responsible or liable for the conduct or activities of any third parties, including third party service providers, Patients and other Users;
(c) under no circumstances will We be liable to You for (i) any illness, injury, or death resulting from use of the Platform; or (ii) the prescription, use, misuse, or lack of use of any medication.
10.3 We are not responsible or liable for any missed appointments whatsoever, irrespective of whether the Platform’s appointment functionality has been used or not, and (if it has been used) irrespective of any technical or other malfunction that prevents a Patient from accessing appointment times or not receiving appointment reminder notifications.
10.4 You agree that we will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with, the provision or use of the Services, the Platform or these Terms.
10.5 You agree that, in any event, our maximum aggregate liability to you under these Terms will be no more than the total value of any fees paid in the preceding 6 months.
10.6 The User acknowledges and agrees that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.
10.7 This clause 10 survives termination or expiry of these Terms.
11.1 To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Platform and your use of the Services.
11.2 You indemnify us, and hold us harmless, from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by us arising out of, or in connection with, your use of the Platform, the Services and any breach by you of these Terms.
11.3 You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any Patient due to your actions, and you indemnify us from and against any and all claims by any Patient in relation to your actions (including health advice, treatments, or other information shared by you).
11.4 This clause 11 survives termination or expiry of these Terms.
12. Intellectual Property
12.1 You acknowledge that all Intellectual Property Rights in the Services and Platform are the property of us (or our licensors) and your use of, and access to, the Services and Platform does not give you any rights, title or interest in or to the Services or Platform. Unless expressly authorised either under these Terms or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute the Services or Platform or any part of them.
12.2 You may not modify or copy the layout or appearance of the Services or any computer software or code contained in the Services, nor may you decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Services.
12.3 You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use or display the Services or Platform on another website or commercialise any information obtained from any part of the Services or Platform without our prior written consent.
12.4 By uploading, posting, transmitting or otherwise making available any Material via the Services or Platform (other than Material which includes Patient health information), you represent and warrant that you either own the Intellectual Property Rights in that Material or have the necessary permission to upload, post, transmit or otherwise make available that Material via the Services or Platform.
13. Confidential Information and Privacy
13.1 You agree not to use or disclose confidential information received or disclosed to you via the Platform, save for such use or disclosure necessary and required to perform your obligations under these Terms. Disclosure will be, in any event, only made to your employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing your obligations.
13.2 You must, in connection with your use of the Platform;
(a) ensure that you and your employees, officers, contractors and agents are aware of your obligations under all applicable Privacy Laws;
(b) at all times comply with your obligations under applicable Privacy Laws; and
(c) take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.
14. Unavoidable Events
We will not be liable to you if we are prevented from, or delayed in, providing the Services due to acts, events, omissions or accidents beyond our reasonable control (“Unavoidable Events”). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Services as soon as reasonably practicable.
15. Dispute resolution
15.1 If you have a complaint about the performance of these Terms or the Services, you will contact us at firstname.lastname@example.org in the first instance and allow us reasonable time to consider your complaint, determine a possible solution and notify you of the solution.
15.2 The parties must, before resorting to court proceedings (except for interlocutory or interim relief), initially refer any dispute under or relating to these Terms to a nominated representative of each party to endeavour to resolve the dispute within 20 days. If the dispute is not resolved within 20 days, then either party may, in its absolute discretion, initiate court proceedings.
15.3 This clause 15 survives the expiry or termination of these Terms.
16. Linking to the Platform
16.1 You may link to the Platform, provided that you do so in a way that is fair and legal and does not damage, or take advantage of, our reputation. You must not establish a link in a way that suggests any form of association, approval or endorsement by us where none exists.
16.2 You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission).
16.3 The Platform must not be framed on any other website.
16.4 We reserve the right to withdraw linking permission under this clause 16 by updating these Terms on the Platform.
17. Digital Health Consultancy Services
17.1 We provide distinct Digital Health Consultancy services separate from our Software offerings. These services may encompass:
(a) Strategy Development and Reporting;
(b) User Experience and Service Design;
(c) Technology Assessment;
(d) Tender and Funding Proposal Support; and/or
(e) Regulatory and Compliance Advice.
17.2 Digital Health Consultancy services are invoiced independently of Software services. All invoices related to our consultancy services are due within 14 days of issuance. Any delays in payment beyond this term may incur late fees.
17.3 Distribution and/or submission of our materials, whether for internal or external reporting, or for tender or funding submissions, is strictly prohibited without our explicit written consent. Furthermore, such consent is only valid once the associated consultancy services have been paid in full. Unauthorized use of our materials may lead to legal action.
17.4 Distribution and/or submission of our materials, whether for internal or external reporting, or for tender or funding submissions, is strictly prohibited without our explicit written consent. Furthermore, such consent is only valid once the associated consultancy services have been paid in full. Unauthorized use of our materials may lead to legal action.
17.5 At our discretion, we may choose to offer credits for our Software services to organisations that have utilized our Digital Health Consultancy services. The terms, conditions, and amount of such credits will be decided on a case-by-case basis and will be communicated in writing to the eligible organisation.
17.7 This clause 17 survives the expiry or termination of these Terms.
18.1 Any provision of these Terms that is found to be void or unenforceable will, to the extent that it is void or unenforceable, be severed from these Terms without affecting the enforceability or validity of any other provisions.
18.2 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.
18.3 These Terms are governed by the laws of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction there.
19.1 In these Terms, the following expressions have the following meanings, unless otherwise stated:
“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable), including, but not limited to, all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
“Material” means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Platform, or otherwise displayed, uploaded or published on, or via, the Platform, except for the health or other sensitive information of any Patient;
“Patient App” means the app for Patients who use the Wellifiy Platform;
“Payment Processing Services” means any services that we provide pursuant to these Terms which are to be used to process payments in relation to Fees accrued on the Platform;
“Platform” means the Wellifiy web-based platform, including Patient App and Clinical Portal, located at http://www.wellifiy.com or any other website nominated by us from time to time and any associated services, software, networks or processes;
“Privacy Laws” means the Privacy Act 1988 (Cth), the General Data Protection Regulation (EU 2016/679) and any comparable laws in other jurisdictions (as applicable);
“Registration Data” means information provided by you to us for the purposes of your registration to access certain sections of the Platform including, but not limited to, your company, business, organisation or trading name, your personal name, nominated contact details, phone number, and email address;
“Services” refers to the Platform and any associated services we provide pursuant to these Terms including consultancy services;
“Terms” means these Platform Terms and Conditions which govern your use of the Platform; and
“User” means any person or entity using the Services, whether they are a Patient, Clinician, an Organisation or a person who browses, visits or otherwise uses the Platform or the Services.