Terms and Conditions

Welcome to OrthoHuddle! We provide a clinician-facing web application where clinicians can build care pathways for their patients (“Services”), as set out in more detail on our platform (“Platform”).

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean Veras Health Pty Ltd (ACN 691 405 080).

These terms and conditions (“Terms”) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use the Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings. Each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

Our Disclosures

Please read these Terms carefully before you accept. We draw your attention to:

• our Privacy Policy (on our website) which sets out how we handle your personal information;
• clause 1.7 (Variations) which sets out how we may amend these Terms;
• clause 3 (Fees) which sets out important information about payments and Subscriptions, including whether you can cancel the Services and whether any of the Services auto-renew; and
• clause 9 (Liability) which sets out exclusions and limitations to our liability under these Terms.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

Engagement and Term

These Terms apply from the time you agree to them, until the date these Terms are terminated (“Term”).

• Subject to your compliance with these Terms, we will provide you with access to the Services.
• Where we require access to your computer systems in order to provide the Services, you agree to provide us with such access.
• We are not responsible for any other services unless expressly set out in these Terms or on our Platform.
• If we provide you with access to any new or beta services, you acknowledge you use them at your own risk and they are provided for evaluation purposes only.
• Where you engage third parties to operate alongside the Services, they are independent of us and you are responsible for the goods or services they provide.
• We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever is earlier), you agree to the amended Terms.

Account

• You must sign up for an Account to access and use the Services.
• You may invite patients as Authorised Users under your Account. You are responsible for their compliance with these Terms.
• You must keep information up to date, protect login credentials, and notify us of any unauthorised access.
• If you close your Account, you may still view some components of the Platform but will lose full access.

Fees

• You may access the Services through a Subscription as set out on our Platform.
• We may offer free trials for certain Subscriptions. Details of billing cycles and features are on our Platform.
• Upgrades take effect immediately (pro-rata charges apply). Downgrades take effect next billing cycle.
• Subscriptions automatically renew unless cancelled before the end of the current Billing Cycle.
• We may invoice you or use third-party payment processors (you may need to accept their terms).
• All fees must be paid lawfully, and you must be the authorised holder of the payment method.
• If fees are overdue, we may suspend your access and charge interest at RBA's cash rate + 2% p.a.
• You are responsible for paying any applicable taxes or levies.

Licence

During the Term (and if applicable, while you have an active Subscription), we grant you and your Authorised Users a non-transferable right to use our Services in accordance with these Terms.

You must not:

• Use the Services unlawfully or in a way that infringes others' rights.
• Interfere with or interrupt the supply of the Services.
• Introduce viruses or malicious code.
• Use unauthorised versions or attempt to gain unauthorised access.
• Use the Services to publish or communicate defamatory or offensive material.

Availability, Disruption and Downtime

We strive for continuous availability but do not guarantee 100% uptime (99.99% uptime should be assumed). The Services may be disrupted due to maintenance or third-party dependencies (e.g. cloud hosting). We will provide reasonable notice where possible.

Intellectual Property and Data

We own all intellectual property rights in the Services, including design, functionality, trademarks and content. You agree not to copy, reverse engineer or misuse our IP. We may use feedback or suggestions you provide without obligation.

Your Data

We do not own Your Data, but you grant us rights to access, store, back up and use it as required to deliver the Services. We may use anonymised, aggregated data for analytics and improvement. You are responsible for the integrity and backup of Your Data.

Confidential and Personal Information

• Each party agrees to protect the other's confidential information and disclose only when legally required.
• We collect, use and disclose Personal Information in accordance with our Privacy Policy and applicable law.
• You must only disclose Personal Information to us if authorised to do so under the Privacy Act 1988 (Cth).
• We will not disclose Personal Information to service providers.
• We may disclose Personal Information to related companies as needed.

Consumer Law Rights

These Terms do not limit your rights under applicable Consumer Law. We do not provide refunds for a change of mind. If you are in Australia, your rights under the Australian Consumer Law apply in addition to these Terms.

Liability

• We are not liable for issues caused by your computing environment or unauthorised use.
• Neither party is liable for Consequential Loss.
• Liability is reduced proportionally where the other party contributed to the loss.
• Our total liability is limited to the fees paid by you in the previous 12 months or AU$1,000 if unpaid.

Suspension and Termination

Suspension

We may suspend access if we suspect unauthorised use. We will notify you and attempt to resolve the matter before termination.

Termination by Us

• Failure to pay fees when due.
• Breach of Terms not remedied within 14 days.
• Unremediable breach.
• Discontinuation of Services (with 90 days' notice and pro-rata refund if prepaid).
• Insolvency events.

Termination by You

• If we breach these Terms and fail to remedy within 14 days.
• If breach cannot be remedied (with pro-rata refund of unused prepaid fees).
• You may terminate any time via your Account; termination takes effect end of current Billing Cycle.

We will retain Your Data as required by law. Termination does not affect accrued rights or obligations.

General

• Assignment: You cannot transfer these Terms without our consent. We may assign or transfer them.
• Disputes: Parties must meet in good faith before legal action. Australian disputes go to mediation; international ones to arbitration in Perth, WA.
• Events Outside Our Control: We are not liable for delays beyond our reasonable control.
• Governing Law: Western Australian law applies exclusively.
• Illegal Requests: We may refuse illegal, unethical, or unreasonable requests.
• Marketing: We may send product updates; you can unsubscribe anytime.
• Relationship: These Terms do not create a partnership, joint venture, or employment relationship.
• Notices: Notices to us must be sent to the email at the start of these Terms; ours go to your Account email.
• Professional Services Disclaimer: The Services are not financial, legal, or risk management advice.
• Publicity: With your written consent, we may reference you as a customer and display your logo for that purpose.

Definitions

• Account: The account accessible to the individual or entity who signed up to the Services, under which Authorised Users may be granted access.
• Authorised User: A user invited by you to use the Services under your Account.
• Consequential Loss: Any indirect or special loss (e.g., profit, business, goodwill, or data loss) except amounts owed for Services.
• Liability: Any expense, cost, loss, damage, claim or proceeding, direct or indirect.
• Personal Information: Information about an identified or reasonably identifiable individual.
• Services: The services we provide to you, as detailed at the beginning of these Terms.
• Your Data: Information, materials, logos, documents, or intellectual property supplied by you or generated through your use of the Services.