Terms of Use

daftdoggy.com PTY LTD ("INAS") provides services subject to these terms and conditions (the "Terms"). Please read these Terms carefully. By lodging an application form with INAS, you agree to be contractually bound by these terms.

BACKGROUND

A. You are a Specialist Practitioner, or a Hospital which employs or otherwise offers the services of one or more Specialist Practitioners.

B. You wish to engage INAS to promote your Services via a Profile Page on the Website.

C. The Website may also include a facility to assist End Users to make appointments with you.

D. The parties agree that you will appoint INAS to provide a Profile Page on the Website to promote your Services, and INAS will provide a facility to assist End Users to make appointments with you (if you are a Specialist Practitioner) via the Website.

OUR AGREEMENT

1. Definitions and interpretation

1.1 In these Terms, the following definitions apply unless the context otherwise demands:

"Applicable Jurisdiction" means a jurisdiction in which your Services are intended to be provided. The initial Applicable Jurisdictions are listed in the Schedule and may be varied by written agreement between the parties from time to time;

"Application Form" means an order form provided by INAS and completed by you, which contains all details of your Profile Page;

"Business Day"means any day that is not a Saturday, Sunday or public holiday in the State of Victoria;

"Commencement Date" means the date on which you have agreed to these Terms;

"Confidential Information" includes all information marked or indicated as confidential to a party to these Terms or any of its related bodies corporate or which the other party knows or ought reasonably to be aware is confidential to the first mentioned party (regardless of its form and whether the other party becomes aware of it before or after the date of these Terms);

"End User" means a person who engages or wishes to engage your Services via the Website;

"End User Information" includes, in relation to an End User, personal information (as that term is defined in the Privacy Act 1988 (Cth)) and/or sensitive information (as that term is defined in the Privacy Act 1988 (Cth));

"Intellectual Property Rights" means all present and future rights conferred by statute, common law, equity or any corresponding law in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions, Confidential Information and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable. These rights include:

(a) all rights in all applications to register these rights;

(b) all renewals and extensions of these rights; and

(c) all rights in the nature of these rights, such as moral rights;

"Fee" means the annual fee payable to INAS for the Profile Page as outlined in the Schedule;

"Hospital"means a hospital, day surgery, clinic or allied health practice;

"Listing Date"means the date at which the Profile Page becomes publicly visible on the Website, and is functional for the purposes of making appointments;

"Marks" means all trade marks, designs, logos, symbols and other indicia used by Specialist Practitioner or Hospital in relation to any aspect of Specialist Practitioner's or Hospital's business including without limitation in relation to the Profile Page (excluding any trade mark, design, logo, symbol or other indicia otherwise owned or used by INAS);

"MBA" means the Medical Board of Australia;

"PCI Standard" means the Payment Card Industry Data Security Standard, which is available at https://www.pcisecuritystandards.org;

"Profile Page" means a listing of your Services and contact details on the Website, including (if you are a Specialist Practitioner) the associated appointment booking facility;

"Services" means (in the case of a Specialist Practitioner) your Specialist Medical Services and (in the case of a Hospital) Specialist Medical Services provided by persons employed or otherwise engaged by you;

"Specialist Practitioner" means a medical practitioner who is registered as a specialist by the MBA;

"Specialist Medical Services"means a medical service ordinarily delivered by a Specialist Practitioner;

"Website" means a website provided and operated by INAS in relation to profile pages.

1.2 In these Terms, the following rules of interpretation apply unless the context otherwise demands:

(a) headings are for convenience only and do not affect the interpretation or construction of these Terms;

(b) the singular includes the plural and conversely;

(c) a gender includes all genders;

(d) where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(e) a reference to a person includes a body corporate, an unincorporated body or other entity and vice versa;

(f) a reference to a clause or schedule is to a clause of or schedule to these Terms;

(g) a reference to any party to these Terms or any other agreement or document includes the party's successors and permitted assigns;

(h) a reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, as the case may be, jointly and severally;

(i) a reference to conduct includes, without limitation, any omission, statement or undertaking, whether or not in writing; and

(j) all monetary amounts shall be in Australian dollars ($AUD).

2. Term

2.1 These Terms commence on the Commencement Date and continue for an initial period of one calendar year after the Listing Date, unless otherwise terminated according to their terms (the "Initial Term").

2.2 After the expiry of the Initial Term, these Terms will be automatically extended for further successive periods of 12 months (each a "Further Term") unless either party elects not to extend these Terms by providing the other party with 20 Business Days written notice prior to the end of the Initial Term or any Further Term as the case may be.

3. Profile Page

3.1 You appoint INAS to provide the Profile Page, in order to promote your Services in accordance with these Terms.

3.2 The rights granted in clause3.1 are non-exclusive.

3.3 Nothing in these Terms limits or excludes INAS from directly or indirectly advertising any Services (including by Specialist Medical Practitioners or Hospitals) which compete with you, whether itself or on behalf of any other person.

3.4 The Profile Page and the appointment facility are provided on an "as is" basis. You expressly acknowledge that INAS does not warrant or represent that it can or will achieve any or any particular outcome or number of appointments for you.

4. Appointment Service

4.1 Where appropriate, INAS will provide facilities via the Website for End Users to make appointments to engage your Specialist Medical Services.

4.2 For the purposes of such appointments:

(a) you shall, where necessary, allow INAS access to all relevant computer systems necessary to allow appointments to occur;

(b) you, not INAS, shall be responsible for the collection and storage of End User Information;

(c) you must ensure all information relating to a Profile Page and appointments is accurate and up to date;

(d) you, not INAS, shall be responsible for communicating with End Users in relation to appointments (including follow-up communications); and

(e) you shall be solely responsible to ensure appointment times are correctly recorded and that conflicts in appointments (including multiple appointments at a single time) are not made.

4.3 For the avoidance of doubt, INAS shall not be required to:

(a) facilitate a minimum number of appointments with you; or

(b) prevent conflicts in appointment times.

4.4 This clause 4 does not apply if you are a Hospital.

5. INAS's responsibilities and warranties

5.1 INAS shall:

(a) provide an Application Form for the purposes of the Profile Page;

(b) promote your Services on the Website;

(c) where applicable, provide a facility to enable End Users to make appointments with you through the Website;

(d) deal with End User general queries relating to the use of the Website, but excluding any queries of a medical or other nature, for which you shall be solely and entirely responsible;

(e) provide you, on request or as otherwise agreed, with information regarding the Profile Page.

5.2 INAS represents and warrants that it is authorized to enter into these Terms with you.

6. Specialist's responsibilities

6.1 If you are a Specialist Practitioner, you must:

(a) provide accurate and up to date information regarding yourself to INAS:

(i) in accordance with any reasonable requirements specified by INAS; and

(ii) in a format specified by INAS;

(b) be solely and entirely responsible for all dealings with End Users, in particular in relation to Profile Pages, Specialist Medical Services and the making of appointments, but excluding general support enquiries relating to the use of the Website.

(c) comply with all applicable laws relating to the content of Profile Pages and dealing with End Users, including in relation to advertising, consumer protection, privacy and medical practice;

(d) follow INAS' guidelines for Profile Pages;

(e) be responsible for the accuracy and legality of any content that it provides to INAS;

(f) not provide INAS with content or information that is false, illegal, misleading or the use of which would be in breach of any person's Intellectual Property Rights or any law;

(g) comply with INAS' Privacy Policy; and

(h) maintain an up-to-date copy of all data at all times, suitable for restoring services in the event of loss or corruption of data on your or INAS' systems.

6.2 If you use any service provided by INAS involves storage, processing or transmission of or access to any credit cardholder data, you warrant that the tools, programmes, processes and technologies it uses to do so comply with the PCI Standard.

6.3 You warrant to INAS (and for the benefit of End Users) that:

(a) you are a Specialist Practitioner as defined in these Terms;

(b) you are not subject to any investigation or proceeding in relation to your registration as a specialist or qualifications as a Specialist Practitioner, or as a medical practitioner generally;

(c) you have all necessary and applicable qualifications, accreditations, registrations and insurances which are ordinarily required to provide Specialist Medical Services in each Applicable Jurisdiction;

(d) all information provided to INAS by you for the purposes of appearing in the Profile Page is true, accurate and up to date in all particulars;

(e) you will not utilise the services of INAS for any purpose other than to advertise Specialist Medical Services and facilitate appointments to provide Specialist Medical Services to End Users.

6.4 To avoid doubt, you shall be fully and solely responsible for providing Specialist Medical Services to End Users. INAS has no obligation to any End User once an appointment is made.

6.5 You must not do anything which disparages or harms the reputation of INAS, its products or services, and must not disparage INAS's or your competitors or their products or services.

7. Hospital's responsibilities

7.1 If you are a Hospital, you must:

(a) provide accurate and up to date information regarding yourself and your Specialist Medical Practitioners, to INAS:

(i) in accordance with any reasonable requirements specified by INAS; and

(ii) in a format specified by INAS;

(b) be solely and entirely responsible for all dealings with End Users, in particular in relation to Profile Pages, Services and the making of appointments, but excluding general support enquiries relating to the use of the Website.

(c) comply with all applicable laws relating to the content of Profile Pages and dealing with End Users, including in relation to advertising, consumer protection, privacy and medical practice;

(d) follow INAS' guidelines for Profile Pages;

(e) be responsible for the accuracy and legality of any content that it provides to INAS;

(f) not provide INAS with content or information that is false, illegal, misleading or the use of which would be in breach of any person's Intellectual Property Rights or any law;

(g) comply with INAS' Privacy Policy; and

(h) maintain an up-to-date copy of all data at all times, suitable for restoring services in the event of loss or corruption of data on the your or INAS' systems.

7.2 If you use of any service provided by INAS involves storage, processing or transmission of or access to any credit cardholder data, you warrant that the tools, programmes, processes and technologies it uses to do so comply with the PCI Standard.

7.3 You warrant to INAS (and for the benefit of End Users) that:

(a) you employ or otherwise engage Specialist Practitioners as defined in these Terms;

(b) all Specialist Practitioners advertised via the Profile Page are not subject to any investigation or proceeding in relation to their registration as a specialist or qualifications as a Specialist Practitioner, or as a medical practitioner generally;

(c) all Specialist Practitioners advertised via the Profile Page have all necessary and applicable qualifications, accreditations, registrations and insurances which are ordinarily required to provide Services in each Applicable Jurisdiction;

(d) all information provided to INAS by you for the purposes of appearing in the Profile Page is true, accurate and up to date in all particulars;

(e) you will not utilise the services of INAS for any purpose other than to advertise Services to End Users.

7.4 To avoid doubt, you shall be fully and solely responsible for providing Services to End Users. INAS has no obligation to any End User once an appointment is made.

7.5 You must not do anything which disparages or harms the reputation of INAS, its products or services, and must not disparage INAS's or your competitors or their products or services.

8. Prices and payment

8.1 You shall pay INAS the Fee for the Profile Page.

8.2 The Fee for the Initial Term shall be payable upon completion of the Application Form.

8.3 The Fee for every Further Term shall be payable no later than the day before the commencement of that Further Term.

8.4 For the avoidance of doubt, each party shall be responsible for all expenses incurred by that party in performing its obligations under these Terms.

8.5 All Fees shall be payable in advance.

8.6 Any amounts payable under or in connection with these Terms or any Work Order are exclusive of GST, unless expressed otherwise.

9. Profile Page date and term of Profile Page

9.1 INAS shall endeavour to post the Profile Page by the Listing Date, which shall be within 5 Business Days from whichever of the following two dates is later:

(a) the date on which you provide a fully completed Application Form to INAS; or

(b) the date on which the Fee is received by INAS.

9.2 The Profile Page shall remain for the duration of, and subject to the terms of, these Terms.

10. Intellectual property

10.1 You grant to INAS for the duration of these Terms a non-exclusive licence to use the Marks in connection with the Profile Page, provided thatsuch use shall conform to the your reasonable standards and guidelines, as notified in writing from time to time by you. All rights arising from such use by INAS inure to you.

10.2 INAS grants to you a non‑exclusive and non-transferrable licence to use the appointment facility via the Website for your own internal business purposes for the duration of these Terms.

11. Confidential Information

11.1 Subject to these Terms, each party agrees to keep in confidence and must not use or disclose any Confidential Information of the other party.

11.2 Clause11.1does not apply to any information which:

(a) enters the public domain other than by breach of these Terms; or

(b) is required by law to be disclosed, provided that the disclosing party shall use reasonable efforts to protect the confidentiality of such information.

11.3 A party must return all Confidential Information of the other party upon request.

11.4 This clause 11shall survive the expiry or termination of these Terms.

12. Removal or Suspension of Profile Page

12.1 INAS may immediately remove the Profile Page from public view on the Website if:

(a) the Profile Page contains false, misleading or deceptive information;

(b) a person who is listed on a profile page as a Specialise Practitioner is not, or is no longer, a Specialist Practitioner;

(c) a person who is listed on a profile page as a Specialist Practitioner is subject to disciplinary proceedings or is under investigation in relation to registration as a Specialist Practitioner or as a medical practitioner generally;

(d) the Profile Page is being utilised to promote services other than Services;

(e) you are not honouring appointments made via the Website; or

(f) you are otherwise in breach of these Terms.

12.2 This clause 12is without prejudice to a party's other rights to terminate these Terms.

12.3 INAS is not liable for any losses incurred by you due to removal of the Profile Page from public view in accordance with these Terms.

13. Liability

13.1 SUBJECT TO THIS CLAUSE13:

(a) ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS WHICH ARE NOT EXPRESSLY PROVIDED OR INCLUDED IN THIS AGREEMENT ARE EXCLUDED FROM THIS AGREEMENT; AND

(b) EACH PARTY'S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY IN ANY 12 MONTH PERIOD, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE, IS LIMITED TO THE AMOUNT OF THE FEE THAT HAS BEEN PAID IN RESPECT OF THE PRECEDING 12 MONTH PERIOD.

13.2 EACH PARTY'S LIABILITY IS ENTIRELY EXCLUDED FOR ANY INDIRECT LOSS OR DAMAGE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS, CORRUPTION OR DESTRUCTION OF DATA OR FOR ANY OTHER TYPE OF INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATEVER.

13.3 These Terms include terms implied by any statute which cannot be lawfully excluded, including those implied by the Competition & Consumer Act 2010 (Cth) and corresponding state and territory legislation ("Implied Term").

13.4 Subject to clause13.3 and any law to the contrary, INAS' liability for any breach of an Implied Term shall be limited, at its option, to one or more of the following:

(a) if the breach relates to goods:

(i) the replacement of the goods or supply of equivalent goods;

(ii) the repair of such goods;

(iii) the payment of the cost of replacing the goods or acquiring equivalent goods; and

(b) if the breach relates to services:

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again.

14. Your warranties and indemnities

14.1 You warrant to INAS that:

(a) you have the legal right to enter into these Terms and perform your obligations hereunder, and the performance of your obligations will not violate any applicable laws;

(b) all goods and services supplied under these Terms are intended to be used by the you solely for the purpose of a business carried on by you and are not to be used for any personal, domestic or household use or consumption;

(c) you have not relied on any representation made by INAS which is not expressly set out in these Terms;

(d) all information supplied by you in relation to these Terms is true and correct;

(e) you are satisfied that the services offered by INAS are suitable and satisfactory for the your requirements and you have made all due and proper enquiries for that purpose;

(f) you have not relied on any verbal representation or information (other than these Terms) in determining to enter into these Terms;

(g) information provided for the purposes of the Profile Page does not infringe the Intellectual Property Rights of any person.

14.2 You must fully indemnify and hold harmless INAS, its owners, related bodies corporate and their respectivedirectors, officers, employees and contractors against any loss, costs, expenses (including legal expenses), demands or liability, whether direct or indirect, arising out of or in connection with any claim arising out of any breach of any clause or warranty in these Terms.

14.3 The indemnity referred to in clause 14.2 will be granted whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.

14.4 Any limitation or exclusion of liability under these Terms shall not apply to the indemnities in these Terms.

15. Other limitations and exclusions

15.1 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY CONTRACT ARRANAGEMENT OR UNDERSTANDING INAS DOES NOT PROVIDE AND IN NO CIRCUMSTANCES SHALL IT BE DEEMED TO BE PROVIDING ANY ADVICE (INCLUDING MEDICAL ADVICE) TO ANY PERSON.

15.2 INAS disclaims, to the maximum extent permitted by law, all responsibility and liability arising directly or indirectly from any use of material contained or referred to in the Website, including any errors, omissions or harmful components.

15.3 The information, other web sites and hyperlinks referred to on the Website are included for information purposes only. Third party sites are not under the control of INAS and therefore it is not responsible for the condition or content of them.

15.4 INAS makes no representations as to:

(a) any affiliation with any other organization;

(b) the quality, veracity or accuracy of information contained in other websites; or

(c) any endorsement of any other organization.

15.5 You shall be solely and entirely responsible for all data backup and security measures relating to its information, including using appropriate firewall and encryption technologies, applying latest security patches, disabling any unnecessary ports, routine backup, having multiple backups and/or redundant backups, archiving data, and conducting regular security audits.

15.6 You expressly acknowledge that no data is entirely secure and safe from a breach or failure of data backup and security. Accordingly, whilst INAS takes reasonable steps in relation to security of the Website, it excludes all warranties and disclaims to the full extent permitted by law all liability in relation to data backup and security.

15.7 You acknowledge and agree that:

(a) faults related to the provision of the Website and associated services (including the appointment facility) may occur;

(b) INAS does not warrant that the Website and associated services (including the appointment facility) will be uninterrupted or error free.

15.8 Nothing in these Terms shall be construed as an endorsement by INAS of you or your services.

16. Termination

Either party (the "first party") may terminate these Terms immediately by notice in writing to the other party without prejudice to any claim that the first party may have against the other party under these Terms or otherwise:

(a) if the other party breaches any of its obligations under these Terms and fails to remedy that breach within a period of 20 Business Days after the first party has given the other party written notice specifying the breach;

(b) if the other party:

(i) enters into liquidation;

(ii) becomes insolvent;

(iii) has a receiver, receiver or manager, administrator, provisional liquidation or other corporate controller of its assets or any part of them appointed;

(iv) makes any composition or arrangement with its creditors;

(v) has any final judgment against it unsatisfied for 30 days or execution levied against any of its assets; or

(vi) has any of its assets sold or seized pursuant to any mortgage charge or other encumbrance;

(c) if all or any fundamental part of these Terms becomes void, illegal, invalid or unenforceable;

(d) if the other party violate the first party's Intellectual Property Rights.

17. Dispute resolution

17.1 If any dispute or difference arises between you and INAS out of or in relation to the performance under or the interpretation of any provision of these Terms:

(a) the parties shall use all reasonable endeavours to resolve such dispute or difference between themselves; or

(b) in the event that the parties are unable to resolve the dispute or difference in the manner prescribed in paragraph (a) above, the dispute or difference shall be the subject of conciliation administered by the Australian Commercial Dispute Centre Limited.

17.2 All costs in relation to the dispute resolution shall be borne equally by the parties.

18. Force majeure

18.1 Neither party shall be liable for any default or delay in the performance of its obligations under these Terms to the extent that such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, or any other cause beyond the reasonable control of such party (individually each being a "force majeure event"), provided such default or delay could not have been prevented by reasonable precautions. For the avoidance of doubt, any circumstance affecting an obligation to pay money shall not constitute a force majeure event.

18.2 In such event, the non-performing party will be excused from any further performance or observance of the obligations so affected for as long as such circumstances prevail. Any party so delayed in its performance will immediately notify the other in writing within five calendar days from the inception of such delay, and describe at a reasonable level of detail the circumstances causing such delay. The party so delayed will inform the other party as soon as reasonably practicable following the cessation of such delay.

18.3 The non-performing party shall resume its obligations under these Terms as soon as possible after the force majeure event has ceased to exist or prevail.

19. General

19.1 If any provision of these Terms or its application to any party or any circumstance is or becomes illegal, unenforceable, or invalid then that provision shall be deemed to be severed and the remaining provisions of these Terms will not be affected but will remain in full force and effect and will be valid and enforceable to the fullest extent permitted by law.

19.2 The failure or omission of a party at any time to enforce or require the strict observance of or compliance with any provision of these Terms, or exercise any election or discretion under these Terms, shall not operate as a waiver of the rights of a party, whether express or implied, arising under these Terms.

19.3 Each party shall pay its own costs and expenses in relation to the negotiations leading up to and the preparation, execution and carrying into effect of these Terms and of all other documents referred to in it.

19.4 Each party shall execute and complete all deeds and other documents and do all things as may be required to perfect the transactions intended to be effected under these Terms.

19.5 The provisions of these Terms may only be varied by further written agreement of the parties. No variation of the provisions of these Terms shall be expressed or inferred from a course of dealing.

19.6 These Terms contain the entire understanding and agreement between the parties as to the subject matter. All previous negotiations, understandings, representations warranties (other than warranties set out in these Terms), or commitments in relation to the subject matter of these Terms are superseded by these Terms and shall be of no force or effect whatever and no party shall be liable to any other party in respect to those matters. No oral explanation or information provided by any party to another shall effect the meaning or interpretation of these Terms or constitute and collateral agreement, warranty or understanding between the parties.

19.7 These Terms shall be governed by and construed in accordance with the laws in force in Victoria and each party submits to the non-exclusive jurisdiction of courts and tribunals exercising jurisdiction in that State.

19.8 The person who signs these Terms on behalf of each party warrants in favour of the other party that he or she has all necessary authority to execute these Terms in that capacity.

19.9 INAS may assign or novate all or any of its rights or obligations under these Terms to a related body corporate and the Specialist shall be deemed to have consented to such assignment or novation.

19.10 The relationship of the parties to these Terms is that of contracting parties. Nothing in these Terms creates or shall be deemed as creating a relationship of employment, agency, partnership or joint venture between the parties. Nothing in these Terms gives either party the right or authority to contractually bind the other party.