Terms & Conditions

By accessing this application (App), you agree with MyRounds Pty Ltd ACN 634 132 657 (MyRounds/we/us) to the following terms.  If you do not agree to these terms, you must not access the App.  We may amend these terms from time to time so you should check them regularly.  If you continue to use the App after 30 days of us making a change then you are taken to have accepted that change.

1.1. These terms and conditions apply to the supply of services by us to you.  To the extent permitted by law, no other terms are implied by trade, custom, practice or course of dealing.

1.2. These terms contain the entire agreement between you and us in relation to their subject matter.  You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these terms.

2.1. Registration of a User Account requires you to enter your name, contact details, organisation details

2.2. Addition of an Authorised User requires you to enter the name and contact details of that Authorised User.  You must ensure that you have the appropriate consents and authorisation to disclose an Authorised User’s personal information.

2.3. Subject to payment of the Fees, and from the date the User Account is registered (Registration Date), we grant you and your Authorised Users a nonexclusive, nontransferable, licence for the Term to:

(a) access and use the App in accordance with these terms;

(b) set up the User Account Profile;

(c) add Authorised Users and set usage permissions; and

(d) access and use any other function of the App which we make available to you from time to time.

2.4. For clarity, the licence granted under clause 2.3 does not allow you to sublicense the App to third parties.

2.5. We reserve the right to revoke this licence and delete your User Account at any time for any reason.

2.6. You must not transfer your User Account to any other person without our written permission.

2.7. If you register on behalf of a company, you represent and warrant that you are authorised to bind the company to these terms.

2.8. The Access Fee for the Access Period is payable in advance.  We will supply you with an invoice for the Access Fee.

2.9. We will notify you that the current Access Period is about to expire at least 15 days prior to its expiry.  If you wish to renew access, you must review your User Account and make a payment for the further Access Period.  If you do not make a payment on or prior to the expiry date, the licence under clause 2.3 will be revoked.

2.10. We use third party payment processors to process Fees.  You acknowledge that additional terms and conditions may apply to the use of these third party payment processors, which are available from the third party payment processors.

2.11. The Fees are inclusive of goods and services tax (GST).    For any Taxable Supplies under this agreement, we will provide you with a Tax Invoice setting out the amount of GST payable.  We will remit the GST paid to the Australian Taxation Office.

2.12. You are responsible for and must reimburse us for any transaction, processing, dishonour, or charge back fees issued to us by a financial institution or third party payment processor as a result of your payment of (or failure to pay) the Fees.

2.13. If your payment is dishonoured or reversed for any reason after the licence under clause 2.3 has been granted, then without prejudice to our other rights or remedies, until payment is made in full, we will immediately suspend the licence granted under clause 2.3 and suspend your access to and use of the App.

2.14. We may set-off any Fees owed by you against any amounts held by us on your behalf.

2.15. Except as otherwise notified in writing to you, purchases of Access Periods are final and non-refundable, subject to clause 3.1(g) and your rights under the Competition and Consumer Act 2010 (Cth).  Please contact us if you are seeking a refund and we will let you know if you are eligible.

3.1. You acknowledge and agree that:

(a) an internet connection is required to access the App and that charges may apply;

(b) you are responsible for your username and password (including unauthorised use of them);

(c) your User Account Profile is subject to our approval.  We reserve the right to suspend or reject your User Account Profile or request amendments if any part does not meet our requirements for inclusion on the App at any time.  Inclusion of your User Account Profile does not imply that we endorse or make any other representations about you;

(d) we make reasonable efforts to maintain the security and confidentiality of the App but we cannot ensure or guarantee its safety.  For example, hacking, vandalism, hardware or software failure may affect the security and confidentiality of the App, and we take no responsibility for such events where we have neither caused nor significantly contributed to their occurrence;

(e) while we undertake reasonable back ups of the App in accordance with our reasonable business processes, we do not provide back up services.  It is your responsibility to ensure that you have appropriate procedures in place to back up all data uploaded to the App.

(f) you have exercised your own judgement as to the suitability of the App for your purposes, and that you use the App at your sole risk; and

(g) we may alter the functionality of the App at any time without consultation with you.  If any alteration results in a material change to the App which is detrimental to your use of the App in accordance with these terms, you may choose to terminate these terms and we will provide a pro-rata refund of any Access Fees you have paid in advance.

3.3. Subject to clause 8.5, you agree that:

(a) the App may contain errors and may not be available from time to time;

(b) we exclude any warranty or representation not expressly set out in these terms, and specifically make no representation and gives no warranty that use of the App will:

(i) not infringe the Intellectual Property Rights or other rights of any third party (although we will endeavour to ensure that it does not); or
(ii) be free from defects, fit for any particular purpose or function in any specified manner other than as set out in these terms.

3.4. You may only use this App if you are an Australian resident aged 18 years or over.

3.5. You must:

(a) follow our reasonable directions in connection with the access to and use of the App;

(b) use the App in accordance with all applicable laws, including the Competition and Consumer Act 2010 (Cth) and the Privacy Laws; and

(c) only use the App in accordance with this agreement.

3.6. You must not use the App:

(a) to engage in unlawful or fraudulent behaviour;

(b) to defame or harass any third party;

(c) to circumvent any security measures;

(d) to distribute, view or create any material that:

(i) is or may be defamatory, offensive, obscene, illegal or unlawful; or
(ii) infringes any third party’s Intellectual Property Rights;

(e) through act or omission, to mislead or deceive others; or

(f) in any other manner that we consider to be unacceptable.

3.7. Without limiting any other remedy, we may suspend your access to the App if:

(a) we reasonably believe you are in breach of these terms; or

(b) a third party alleges that you have or have threatened to do any of the things described in clause 3.4 and 3.6.

3.8. MyRounds Material remains our property.

3.9. We own, and do not assign to or create for your benefit, any Intellectual Property Rights (including future Intellectual Property Rights):

(a) in the App;

(b) in any MyRounds Material; or

(c) otherwise created by MyRounds in the delivery of the App.

3.10. Your Material remains your property and nothing in this agreement grants us any Intellectual Property Rights in Your Material or any other Intellectual Property Rights of yours.

3.11. You grant MyRounds a nonexclusive, global licence for the Term to exercise the Intellectual Property Rights in Your Material strictly as necessary for us to provide you with the App.

3.12. You must not use the trade marks or logos of MyRounds except with our prior written consent and in accordance with our directions.

3.13. You agree not to:

(a) decompile, disassemble, reverse compile, or otherwise reverse engineer the App (or any part of it);

(b) use the App other than as expressly permitted under these terms;

(c) modify the App; or

(d) merge all or any part of the App with any other software.

4.1. You warrant that you will act in good faith in your dealings with other users.

4.2. By adding or uploading any Personal Information to the App, or otherwise providing to us Your Material or Third Party Material, you warrant that, and it is a condition of these terms that:

(a) you own the Intellectual Property Rights in Your Material; and

(b) you have all necessary consents, permissions, licences, regulatory approval or other authorities needed:

(i) to add or upload any Personal Information to the App;
(ii) to provide to us Your Material or Third Party Material;
(iii) for us to use Your Materials and any Third Party Material as set out in these terms,

and that our use of the Personal Information, Your Materials and any Third Party Material as set out in these terms and our Privacy Policy will not infringe the Intellectual Property Rights, privacy rights, or other rights of any third party or cause us to be in breach of any applicable law.

5.1. These terms commence when you first use the App and continue until terminated under this clause 5.

5.2. If we change these terms, you may give us notice that you want to immediately terminate these terms within 30 days after the date we change these terms.

5.3. We may terminate these terms by 30 days’ written notice to you.

5.4. You may terminate these terms by ceasing to use the App and removing any installed components from all devices within your possession or control.  If you terminate for convenience under this clause 5.4, you will not be entitled to any pro-rata refund of any fees paid by you to us.

5.5. On termination of these terms:

(a) the licence granted under clause 2.3 is immediately revoked;

(b) we may issue an invoice for any amounts due, or which have accrued under these terms and not previously invoiced; and

(c) you will have 6 months in which to download Your Material and Your Data from the App, after which period we may delete or destroy Your Material and Your Data.

5.6. Termination of these terms will not affect clauses 2.12, 3.3, 3.10 to 3.13, 4, 5.5, 6, 7, 8 or any provision of these terms which is expressly or by implication intended to come into force or continue on or after the termination.

6.1. Despite any other clause in these terms, we and our suppliers may use any data which is de-identified for any purpose.

7.1. We will collect and use your Personal Information and any Personal Information you upload or add to the App in accordance with our Privacy Policy (https://myrounds.com.au/privacypolicy/).

7.2. You must:

(a) comply with the Privacy Laws (whether or not you are otherwise considered an entity regulated under the Privacy Laws);

(b) deal with Patient Information in accordance with our Privacy Policy; and

(c) not do any act, engage in any practice, or omit to do any act or engage in any practice that would result in a breach of the Privacy Laws if the Privacy Laws applied to those things done, engaged in or omitted to be done by you.

7.3. If you disclose any individual’s Personal Information to us or to any third party via the App or otherwise under this agreement, you must obtain consent from, and make any necessary disclosures to the relevant individual before disclosing their Personal Information.

7.4. You must give all assistance we require in relation to any investigation, request or enquiry (formal or otherwise) from the Privacy Commissioner regarding the Personal Information you disclosed to us under these terms.

7.5. You indemnify us against all costs, expenses, losses, proceedings and claims of any nature suffered, brought or incurred directly or indirectly as a result of a breach by you of your obligations under this clause 7.

8.1. Subject to clauses 8.2 and 8.4 any liability of MyRounds for loss or damage however caused (including by our negligence), suffered by you in connection with these terms is limited to an amount equal to the Fees paid by you to us under these terms in the 12 months before you first suffered loss or damage in connection with these terms.

8.2. Subject to clause 8.5, we are not liable for any Consequential Loss however caused (including by our negligence), suffered or incurred by you in connection with these terms.

8.3. For clarity and without limiting clauses 8.1 and 8.2 the parties agree that clauses 8.1 and 8.2 are to apply in connection with a breach of these terms, anticipated breach of these terms and other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.

8.4. Except as contemplated by clause 8.5, nothing in these terms is intended to limit any of your rights under the Competition and Consumer Act 2010 (Cth).

8.5. If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any goods or services we supply in connection with these terms and our liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 8.1 and 8.2 do not apply to that liability.  Instead our liability for that failure is (at our election):

(a) in the case of a supply of goods, us replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or

(b) in the case of a supply of services, us supplying the services again or paying the cost of having the services supplied again.

9.1. The laws of Queensland, Australia govern these terms.

9.2. Each party irrevocably submits to the nonexclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.

9.3. You must not assign, in whole or in part, or novate your rights and obligations under these terms without our prior written consent.

9.4. We may assign its interest under these terms.

9.5. If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction, it is to be treated as being severed from these terms in the relevant jurisdiction, but the rest of these terms will not be affected.

9.6. We may subcontract the performance of all or any part of our obligations under these terms.

9.7. You must comply with all applicable laws in connection with your access to and use of the App.

10.1. In these terms:

Access Period means the period for which you have paid the Fee and can access the features of the App restricted to User Accounts (subject to termination of access under these terms).

Access Fee means the fee payable by you to us in accordance with our Pricing Schedule.

App means the MyRounds mobile and/or tablet software application made available by us to which these terms relate.

Authorised User means an authorised user of a User Account which is registered to access the functionality described in clause 2.3.

Consequential Loss means:

(a) loss of bargain;

(b) loss of revenues;

(c) loss of reputation;

(d) indirect loss;

(e) loss of profits;

(f) loss of actual or anticipated savings;

(g) lost opportunities, including opportunities to enter into arrangements with third parties;

(h) loss or damage in connection with claims against you by third parties; and

(i) loss or corruption of data.

Fees means any fees payable by you to us, including the Access Fee.

Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, trade secret, knowhow, trade or business or company name, or right of registration of those rights.

Patient Information means Personal Information of a patient.

Personal Information has the meaning given to that term by the Privacy Act.

Pricing Schedule means our schedule of fees, available from [#insert URL].

Privacy Act means the Privacy Act 1988 (Cth) and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued under it, as amended from time to time.

Privacy Laws means:

(a) the Privacy Act;

(b) the Australian Privacy Principles (or APPs) contained in schedule 1 Privacy Act;

(c) applicable State and Territory legislation and regulations in respect of the collection, storage, use, and transfer of Personal Information and health information; and

(d) all other applicable laws, regulations, registered privacy codes, privacy policies and contractual terms in respect of the processing of Personal Information and health information.

Registration Date means the date defined in clause 2.3.

Term means the term contemplated by clause 5.

Third Party Material means any material that is owned by a third party including data stored by any means.

User Account means an account registered to access the paid functionality of the App.

User Account Profile means any statements, information or representations you make on the App about yourself or your business and includes your branding and contact details.

Your Data means any data you provide to us or use in connection with the App.

Your Material means Your Data, your Profile and any material (including Third Party Material) you provide or give access to us.