1	About the Platform
 
1.1	Welcome to Centaur Software, a cloud based platform (the “Platform”) that provides patients with a quick and easy way to interact with their medical practitioners. The Platform provides a variety of cloud based services including but not limited to the following:
 
(a) online appointment services (eAppointments);
 
(b)	online forms for patients to complete (eForms);
 
(c) online marketing services (eMarketing);
 
(d)	a cloud based payment gateway (ePayments); and
 
(e)	the ability to have direct access to your patients and other practices to relay information (eCommunication).
 
(the “Services”).
 
1.2	The Platform is operated by Centaur Software Development Co. Pty. Ltd (ACN 057 620 390) t/as Centaur Software (“Centaur Software”). Access to and use of the Platform, or any of its associated products or services, is provided by Centaur Software. Please read these terms and conditions (the “Terms”) carefully. By using, browsing and/or reading the Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Platform, or any of its products or services, immediately.
 
1.3	Centaur Software reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Centaur Software updates the Terms, it will use reasonable endeavours to provide you with fourteen (14) days’ notice of same. Any changes to the Terms take immediate effect from the date of their publication. Upon your purchase of the Services, Centaur Software will provide you with an electronic copy of the Terms, however, it is recommended that you check the Terms available on the Platform from time to time and make a copy for your records.
 
2	Acceptance of the Terms
 
2.1	You accept the Terms by using the Services and/or clicking to accept or agree to the Terms where and if this option is made available to you in the user interface.
 
3	Your obligations as a User
 
3.1	In order to use the Services you must first be provided with a Patient Identification and password by your medical practitioner (the “Patient Identification”) and, upon using the Patient Identification you will be prompted to read the Terms and accept them.
 
3.2	Once you have accepted the Terms you will be a recognised user of the Platform (the “User”) and you agree to comply with the following:
 
(a)	you will use the Services only for purposes that are permitted by:
 
(i)	the Terms; and
 
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
 
(b) you have the sole responsibility for protecting the confidentiality of your Patient Identification. Use of your Patient Identification by any other person may result in the immediate cancellation of the Services;
 
(c) access and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by you for the purposes of Centaur Software providing the Services; and
 
(d)	you will not use the Services or the Platform in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Centaur Software.
 
4	Copyright and Intellectual Property
 
4.1	The Platform, the Services and all of the related products of Centaur Software are subject to copyright. The material on the Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, Platform, code, scripts, design elements and interactive features) or the Services (the “Content”) are owned or controlled for these purposes, and are reserved by Centaur Software or its contributors.
 
4.2	All trademarks, service marks and trade names are owned, registered and/or licensed by Centaur Software, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User to:
 
(a)	use the Platform pursuant to the Terms;
 
(b)	copy and store the Platform and the material contained in the Platform in your device’s cache memory; and
 
(c)	print pages from the Platform for your own personal and non-commercial use.
 
Centaur Software does not grant you any other rights whatsoever in relation to the Platform, the Services. All other rights are expressly reserved by Centaur Software.
 
4.3	Centaur Software retains all rights, title and interest in and to the Platform and all related content. Nothing you do on or in relation to the Platform will transfer any:
 
(a)	business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
 
(b)	a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
 
(c)	a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
 
to you.
 
4.4	You may not, without the prior written permission of Centaur Software and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Platform which are freely available for re-use or are in the public domain.
 
5	Privacy
 
5.1	Centaur Software takes your privacy seriously and any information provided through your use of the Platform, Services or the registration process are subject to Centaur Software Privacy Policy, which is available at www.centaursoftware.com.au.
 
6	General Disclaimer
 
6.1	Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
 
6.2	Subject to this clause 6, and to the extent permitted by law:
 
(a)	all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
 
(b)	Centaur Software we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
 
6.3	Use of the Platform and the Services is at your own risk. Everything on the Platform and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Centaur Software make any express or implied representation or warranty about the Content (as defined in clause 7.1 of these Terms) or any products or services (including the products or services of Centaur Software) referred to on the Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
 
(a)	failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
 
(b)	the accuracy, suitability or currency of any information on the Platform, the Services, or any of its Content related products (including third party material and advertisements on the Platform);
 
(c)	costs incurred as a result of you using the Platform, the Services or any of the products of Centaur Software;
 
(d)	the Content or operation in respect to links which are provided for your convenience;
 
(e)	any failure to complete a transaction, or any loss arising from e-commerce transacted on the Platform; or
 
(f)	any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.
 
7	Limitation of liability
 
7.1	Centaur Software’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
 
7.2	You expressly understand and agree that Centaur Software, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
 
8	Termination of Contract
 
8.1	The Terms will continue to apply until terminated by either you or by Centaur Software as set out below.
 
8.2	If you want to terminate the Terms, you may do so by providing written notice to Centaur Software via the ‘Contact Us’ link on our homepage.
 
8.3	Centaur Software may at any time, terminate the Terms with you if:
 
(a)	you have breached any provision of the Terms or intend to breach any provision;
 
(b)	Centaur Software is required to do so by law;
 
(c)	Centaur Software is transitioning to no longer providing the Services to Users in the country in which you are resident or from which you use the service; or
 
(d)	the provision of the Services to you by Centaur Software is, in the opinion of Centaur Software, no longer commercially viable.
 
8.4	Subject to local applicable laws, Centaur Software reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Centaur Software’s name or reputation or violates the rights of those of another party.
 
8.5	When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Centaur Software have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
 
9	Indemnity
 
9.1	You agree to indemnify Centaur Software, its affiliates, employees, agents, contributors and licensors from and against any breach of the Terms.
 
10	Dispute Resolution
 
10.1	Compulsory:
 
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).
 
10.2	Notice:
 
A party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
 
10.3	Resolution:
 
On receipt of that notice (“Notice”) by that other party, the parties to the Terms (“Parties”) must:
 
(a)	Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
 
(b)	If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of New South Wales or his or her nominee;
 
(c)	The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
 
(d)	The mediation will be held in Sydney, Australia.
 
10.4	Confidential
 
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as \"without prejudice\" negotiations for the purpose of applicable laws of evidence.
 
10.5	Termination of Mediation:
 
If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
 
11	Venue and Jurisdiction
 
The Services offered by Centaur Software are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Platform, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
 
12	GST
 
Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with these Terms, are listed in Australian Dollars (AUD) and are GST exclusive. GST is only applicable to subscribers situated in Australia.
 
13	Governing Law
 
The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
 
14	Independent Legal Advice
 
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
 
15	Severance
 
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.