Terms of Use
These Terms of Use apply to the use of BnT Rx software (“Platform”). By using the Platform, you agree to be bound by these Terms of Use and all policies published by us on the Platform from time to time (“Policies”). If you do not accept these Terms of Use or any of our Policies, you must refrain from using the Platform.
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In these Terms of Use, the expressions “we”, “us” and “our” are a reference to Integra Medical Group Pty Ltd ACN 668 298 459 and “you” or “your” are a reference to the user the Platform.
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1. Services
The Platform consolidates various processing elements required for the treatment of patients with conditions requiring botulinum toxin. That is, the submission to Section 94 pharmacy of prescriptions, stock control, and patient co-payment.
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2. Restricted use
Unless we agree otherwise in writing, you are provided with access to the Platform only for your internal business use. Without limiting the foregoing, you may not without our written permission on-sell, exchange for a benefit or commercialise information obtained from the Platform.
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3. User's obligations
As a user of the Platform you agree that you:
a. are responsible for protecting the confidentiality of your password and other login details and not sharing the same with any other persons;
b. agree to provide current, accurate and up-to-date information about yourself;
c. must ensure that your access to and use of the Platform is not illegal or prohibited by laws which apply to you and must otherwise comply with all relevant laws and regulations;
d. will not bypass measures used to prevent or restrict access to the Platform.​
You must notify us immediately of any unauthorised use of your account or password, or any other breach of security. You may be held liable for losses incurred by us or any other user of, or visitor to, the Platform or any other third party attributable to using your password or account as a result of your failing to keep your account information secure and confidential. You must not use anyone else’s password or account at any time without our express, prior, written permission. We will not be liable for any loss or damage arising from your failure to comply with these obligations. We reserve the right to refuse any user access to the Platform if the user violates these Terms of Use or Policies, to the extent permitted by law, or for any other reason permitted by law.
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Without limiting other provisions of these Terms of Use, you must not and must not allow any third parties to:
a. use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content;
b. in any way reproduce or circumvent the navigational structure or presentation of the Platform or any of its content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available by us;
c. attempt to gain unauthorised access to any portion or feature of the Platform, or to any of the services offered on or through it, by hacking, password “mining” or any other illegitimate means;
d. probe, scan or test the vulnerability of the Platform or any connected network, nor breach any security or authentication measures;
e. reverse look-up, trace or seek to trace any information on any other user of or visitor to the Platform or any other customer of us, including any account not owned by you, to its source;
f. exploit the Platform or any service or information made available or offered by or through the Platform in any way where the purpose is to reveal any information, including but not limited to personal information, through any means not purposely made available by us, other than your own personal information, as provided for by the Platform;
g. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform;
h. use any device, software or routine to interfere or attempt to interfere with the proper functioning of the Platform or any transaction being conducted on, or any other person’s use of, the Platform;
i. interfere with or disrupt the Platform, including by transmitting any viruses, spyware, malware or any other code of a destructive or disruptive nature;
j. forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or communication you send to or through the Platform or any service offered on or through it;
k. resell, commercialise or otherwise make available to third parties the Platform or Data (as defined in clause 4);
l. duplicate, reproduce, decompile, disassemble, reverse engineer, reverse assemble, reverse compile, or otherwise attempt to derive the Platform’s source code from the object code;
m. make your account on the Platform available by sharing password and other login details or otherwise in any form to any person;
n. remove any copyright, trade mark or other proprietary notices from any portion of the Platform or Services.
4. Data
With the exception of information about the practice and Personal Information or Personal Data (as defined in the applicable privacy legislation) entered into the Platform by practice’s employees (“Your Data”), all data contained or inputted in or otherwise generated by the Platform (“Data”) shall remain our property. Your Data remains your property. You grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display Your Data to the extent necessary to provide our services to you.
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Notwithstanding the foregoing or any other provision of these Terms of Use or Policies, you acknowledge and agree that:
a. upon termination of this agreement for any reason, we may retain Your Data as required by law; and
b. subject to our compliance with applicable privacy laws, both during the term of this agreement and following the expiry or termination of our agreement with you, we may aggregate and/or de-identify information collected through the Platform so that such information can no longer be linked to any person (“Aggregate/De-Identified Information”). We may use Aggregate/De-Identified Information for any purpose, including without limitation for research and analytics, and may also share such data with any third parties, including partners, affiliates, services providers, and others.
You represent and warrant that:
a. you have obtained all necessary consents, rights, releases and permissions to submit Your Data or any personal information to the Platform and to grant the rights granted to us in these Terms of Use; and
b. submission and use of Your Data and any personal information pursuant to these Terms of Use will not violate any applicable laws, any third-party intellectual property, privacy, publicity or other rights, or any of your or third-party policies or terms governing such data.
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You indemnify us and our related bodies corporate (and our respective officers, directors, agents, subsidiaries, joint venturers and employees) from and against any and all claims, costs, damage, loss, liability, and expense arising from any breach of this warranty.
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5. Intellectual Property Rights
We retain at all times all title, ownership, and intellectual property rights in and to the Platform and Data and any modifications thereto.
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Copyright in the Platform and Data (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us.
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If you use any of our trademarks in reference to our activities, products or services, you must include a statement attributing that trademark to us. You must not use any of our trademarks:
a. in or as the whole or part of your own trademarks;
b. in connection with activities, products or services which are not ours;
c. in a manner which may be confusing, misleading or deceptive;
d. in a manner that disparages us or our information, products or services (including the Platform).
If you provide us with any feedback or suggestions in relation to the Platform (“Feedback”), all intellectual rights in the Feedback will vest into us immediately upon receipt. You waive all moral rights you have in your content provided to us and Feedback to the fullest extent permitted by law.
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6. Disclaimer
You agree and acknowledge that:
a. we are merely a provider of software that allows clinics to place orders for prescription medication with s94 pharmacies. We do not take ownership of any products and are not responsible for the delivery. We have no control over and do not guarantee the quality, safety or legality of such products;
b. while we take reasonable steps to ensure that the Platform, Services, Data and other information remain available, Platform, Data and other information are offered on an “as is” and “as available” basis and we cannot guarantee continuous, error-free or secure access to our services or that defects in the service will be corrected. To the extent permitted by law, we expressly disclaim all warranties, representations and conditions, express or implied, including those of quality, merchantability, merchantable quality, durability, fitness for a particular purpose and those arising by statute;
c. we do not accept liability for any losses arising directly or indirectly (from a failure to provide the Platform, corruption to or loss of data, errors or interruptions, or any suspension or discontinuance of the Platform. We do not accept responsibility for loss suffered as a result of reliance by you upon the accuracy, currency completeness or availability of information contained on the Platform. The entire risk arising out of your use of the Platform and Data remains solely with you, to the maximum extent permitted under applicable law, including the Australian Consumer Law (under the Competition and Consumer Act 2010 (Cth)) (“ACL”);
d. we will take all reasonable steps to implement, maintain and enforce security procedures and safeguards to protect the security, confidentiality and integrity of the Platform from unauthorised access or use by a third party or misuse, damage or destruction by any person. However, given the nature of the internet, we do not guarantee and cannot ensure the security of the Platform and we expressly exclude liability for any loss, however caused. By using the Platform, you acknowledge that internet communications are never completely private or secure. You must take your own precautions to ensure that the process which you employ for accessing the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system;
e. whilst we have no reason to believe that any information contained on the Platform is inaccurate, we do not warrant the accuracy, adequacy or completeness of such information, nor do we undertake to keep the Platform updated. We do not accept responsibility for loss suffered as a result of reliance by you upon the accuracy or currency of information contained on the Platform;
f. you need to make your own enquiries to determine if the information or products are appropriate for your intended use.
7. Limitation of Liability
Nothing in these Terms of Use excludes, restricts or modifies any condition, warranty, right or liability implied in these Terms of Use or protected by law to the extent that such exclusion, restriction or modification would render these Terms of Use or any provision of these Terms of Use void, illegal or unenforceable. Subject to that, we are not liable (whether for breach of contract, under indemnity, negligence or on any other legal or equitable basis) to you or any third party for any loss of use, profit, revenue, business, data, reputation, contract, goodwill or anticipated benefit or saving, or for any delay, financing costs or increase in operating costs or for any special, indirect or consequential loss or damage arising out of or in connection with your use of, or inability to use the Platform, even if you advise us or we could reasonably foresee the possibility of any such damage occurring. Otherwise, our maximum aggregate liability (whether for breach of contract, under indemnity, negligence or on any other legal or equitable basis) to you or any third party is limited to the fees received by us for the services (or portion thereof) that gave rise to a claim during the twelve (12) months period immediately preceding the first event giving rise to a claim.
To the extent that the ACL or other consumer law applicable in your jurisdiction applies, our liability for breach of a guarantee conferred by the ACL or such other consumer law applicable in your jurisdiction is limited to any one of the following (as determined by us):
a. the supplying of the Services again; or
b. refund of the Fees (or part thereof) paid by you for the affected Services.
8. Privacy
If in the course of you using the Platform, you provide us with or we otherwise collect on your behalf or due to your use of the Platform or Services, any personal information, you agree to the collection, transfer, storage and processing of such personal information in accordance with our Privacy Policy. You are responsible for obtaining all consents required under applicable privacy laws in connection with the collection, disclosure, use, processing and transfer of personal information to and by us pursuant to these Terms of Use.
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9. Confidentiality
A party shall not, without the prior written approval of the other party, unless it is legally compelled otherwise, disclose the other party's Confidential Information and can only use such Confidential Information to the extent permitted by these Terms of Use.
In these Terms of Use, “Confidential Information” means:
a. the design, specification and content of the Platform;
b. the Data;
c. information of a party which due to its nature can be reasonably considered to be confidential.
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10. Links to third party websites
The Platform may contain links to other websites (“linked websites”). Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with linked websites. You will need to make your own independent assessment of any third-party links.
11. Subscription term and termination
Subject to your compliance with these Terms of Use, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable right to access and use the Platform, unless otherwise agreed by us in writing, solely for the internal purposes of your business and for strictly non-commercial use. Any rights not expressly granted herein are reserved by us and our licensors.
Unless otherwise agreed by us in writing, this agreement will continue until either party provides the other party with at least thirty (30) days’ termination notice in writing.
12. Consequences of termination
On termination you must immediately cease all use of the Platform, Services and Data.
Clauses 4 (Data), 5 (Intellectual Property Rights), 6 (Disclaimer), 7 (Limitation of liability), 8 (Privacy), 9 (Confidentiality), 10 (Links to third party websites), 12 (Consequences of termination), 15 (Dispute resolution) and 16 (General) will survive any such termination.
13. Updates
We reserve the right, but are not required, to provide updates to the Platform to alter, improve or add to the functionality of the Platform or to overcome defects in the Platform. If we choose to provide an update and such update is a "Major Update", that is, an update that will or is likely to materially affect your ability to access and use the Platform, then we will provide you with reasonable notice of the upcoming update. The notice will identify the nature of the update and its anticipated effect on your ability to access and use the Platform. For the avoidance of doubt: (a) we may provide notice of a Major Update via email; and (b) we are not required to provide you with notice of an update that is not a Major Update. We may make minor updates to the Platform and these may be implemented without notice to you. We will not exercise its rights under this clause 13 in a manner which would materially decrease the utility of the Platform to you.
14. Amendments to Terms of Use
We reserve the right to amend these Terms of Use and our Polices from time to time. We may post the amended Terms of Use or Policies on the Platform or email them to your nominated email address. Any amendment that results in the imposition of or increase in charges, your increased responsibility, or reduced service available to you will be notified in writing within thirty (30) days prior to the effective date. However, notice is not required when the amendment is necessary for legal, security or other substantive reasons, or to assist the proper delivery of the service. Your continued use of the Platform following such notification will represent an agreement by you to be bound by the Terms of Use and Policies as amended.
15. Dispute resolution
The parties must use their reasonable endeavours to resolve through negotiation all disputes, conflicts (including, without limitation, conflicts of interest) differences or questions between them arising out of or in connection with these Terms of Use. If within 10 business days (that is, days that are not weekends or public holidays in Sydney, Australia), the dispute cannot be resolved following negotiation between the parties, either party may refer the dispute for arbitration. The parties agree to negotiate in good faith to agree on the appointment of a single arbitrator, or failing agreement as appointed by the President of the New South Wales Law Society (if all the parties are situated in Australia) or (where one or more of the disputing parties is not situated in Australia) to an arbitrator appointed by the Australian Centre for International Commercial Arbitration Court (ACICA). The arbitration will be conducted in Australia in accordance with the ACICA Rules operating at the time the dispute is referred to ACICA (the Rules). The terms of the Rules are deemed incorporated into these Terms of Use. If a party fails to adhere to the terms of this clause 15 and proceedings are subsequently issued by the defaulting party, these Terms of Use can be used as a bar to any proceedings so issued.
16. General
These Terms of Use and Policies constitute the entire agreement between us and you, superseding any prior agreements. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.
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These Terms of Use shall be governed and construed in all respects by the laws of New South Wales, Australia. You agree that any claim or dispute you may have against us must be resolved by the courts of New South Wales, Australia. You and us both agree to submit to the non-exclusive jurisdiction of Courts of New South Wales, Australia.
No right under these Terms of Use shall be deemed to be waived except by our notice in writing.
If any provision of these Terms of Use is held invalid, unenforceable or illegal for any reason, these Terms of Use shall remain otherwise in full force apart from such provision which shall be deemed deleted.
We may assign or novate this agreement in our sole discretion upon notice to your nominated email address or by posting such notice on the Platform. You may not assign or novate your rights or obligations under this agreement without our prior written consent which consent will not be unreasonably withheld or delayed.