Trilbii Platform Terms and Conditions
Trilbii Pty Ltd ACN 693 951 914
These are the Software as a Service terms that govern your subscription to the Trilbii platform. For the terms that apply to browsing this website, see our Website and Social Media Terms and Conditions.
1. AGREEMENT
1.1 These Trilbii Pty Ltd Software as a Service terms and conditions and the Order Form accompanied by these terms and conditions are collectively the Agreement, and govern the agreement between Trilbii Pty Ltd (Supplier) and you (Client) for our supply of Services to you. The Order Form is governed by these Terms.
1.2 The Client wishes to subscribe to and use the Trilbii Platform on the terms of the Agreement. The Client accepts the Agreement by signing or online acceptance of the Order Form or making part or full payment for the Services.
1.3 The Agreement is entered into between the parties set out in the Order Form. The Agreement commences from the date the Client accepts the Order Form, unless a different date is agreed in writing.
2. SUBSCRIPTION TERM
2.1 Subject to payment of the Fees and compliance with this Agreement, the Supplier grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to access and use the Services for the Client’s own internal business purposes in Australia.
2.2 The licence under clause 2.1 permits access by the number and class of authorised users stated in the Order Form. The Client is responsible for each Authorised User’s compliance with this Agreement.
2.3 The Initial Term, Renewal Terms and any minimum subscription commitments are set out in the Order Form.
2.4 The Services are provided on a subscription basis and are not sold to the Client.
2.5 The Supplier may suspend access to all or part of the Services to the extent reasonably necessary for emergency maintenance, security, non-payment, investigation of misuse, unlawful activity, or to avoid material harm to the Services or any third party. The Supplier must use reasonable endeavours to minimise disruption to the Client.
3. SERVICES
3.1 The Services consist of the modules and functionality described in the Order Form as updated through releases made generally available to clients. The Services may upgraded and expanded by the Supplier, or by Change Request or a later Order Form.
3.2 The Services do not include planned PMS integrations, automations, practice management features, additional health verticals, multilingual capabilities, and other future tools are not included unless expressly stated in the Order Form or added by Change Request or a later Order Form.
3.3 The Supplier may modify the Services, user interface, workflows, model providers, architecture, or technical implementation from time to time, provided the Supplier does not materially reduce the core functionality purchased by the Client during a paid subscription period.
3.4 The Services are hosted using infrastructure selected by the Supplier. Unless otherwise stated in the Order Form, the Supplier will use reasonable endeavours to host Patient Data for Australian clients in Australia, including use of the AWS Australia region for production hosting where commercially and technically practicable.
3.5 The Supplier may provide implementation, onboarding, configuration, training, migration, integration, advisory or customisation services as specified in the Order Form or a Change Request.
4. INTELLECTUAL PROPERTY
4.1 The Client owns and retains all right, title and interest in and to Patient Data and Client Materials uploaded to the Services.
4.2 The Client grants the Supplier a non-exclusive, worldwide, royalty-free licence during the Term and for any reasonable post-termination period needed to comply with this Agreement, to host, copy, transmit, display, process, back up, adapt and otherwise use Patient Data and Client Material solely to provide, secure, support, develop and improve the Services and to perform the Supplier’s obligations under this Agreement.
4.3 The Client grants the Supplier a perpetual, irrevocable, royalty-free licence to use feedback from the Client for any lawful purpose without restriction.
4.4 The Supplier owns and retains all right, title and interest in and to the Services, the Supplier Technology, Documentation, models, prompts, workflows, know-how, software, metadata, interface design, training materials, Aggregated Data, De-identified Data, and all improvements, modifications and derivative works of the foregoing.
4.5 As between the Parties, and subject to payment of all Fees, the Supplier grants the Client a perpetual, irrevocable, royalty-free licence to use Output for any lawful business purpose without restriction.
4.6 The Client acknowledges that AI-generated Outputs may not be unique work, may not have Australian intellectual property rights, and that similar outputs may be generated for other clients or third parties. Nothing in this Agreement restricts the Supplier from independently developing or acquiring similar functionality, subject always to its confidentiality obligations.
5. OUTPUT REVIEW AND REGULATORY POSITION
5.1 The Parties acknowledge and agree that a foundational design principle of certain Services is that certain Output is assistive only and are not auto-published or auto-submitted by the Supplier. Certain Output generated by the Services requires human review, approval and manual publication, sending, lodging or use by the Client. Other Output generated by the Services requires human review for set up, and human review for changes, but is otherwise automatic for ongoing publication.
5.2 The Client remains solely responsible for:
(a) all content, communications and materials published or sent in its name;
(b) all professional, clinical, regulatory and advertising decisions;
(c) verifying the accuracy, suitability and compliance of each Output before use; and
(d) ensuring that only authorised and appropriately qualified personnel approve Output for publication or use.
5.3 The Services are not intended to provide medical advice, clinical decision support, diagnosis, treatment recommendations, radiology interpretation, treatment planning, or any other therapeutic goods functionality. The Client must not use the Services for those purposes.
5.4 The Supplier does not hold itself out under this Agreement as providing legal, compliance, regulatory or other advice to the Client. Regulatory Guidance Outputs are workflow tools designed to assist the Client to identify potential issues and prepare draft alternatives. Regulatory Guidance Outputs are assistive and informational only. Regulatory Guidance Outputs help identify potential issues and prepare draft alternatives against nominated rulesets or guidance, but they do not constitute nor replace independent legal advice or regulatory advice and do not guarantee regulator approval or immunity from enforcement.
5.5 The Supplier warrants that the Services will materially perform in accordance with their description in the Order Form. However, because regulatory enforcement turns on context, human judgment, evolving guidance and facts outside the Supplier’s control, the Supplier does not warrant that any specific Output will be accepted by AHPRA, a National Board, a court, a regulator, an insurer or any third party, or comply with National Law.
5.6 In this Agreement, references to the relevant health advertising regime are intended to mean AHPRA, National Boards, and the applicable National Law advertising framework, together with any successor guidance, codes or law.
6. OUTPUT AND AI
6.1 The Services may use artificial intelligence, machine learning, automated classification, natural language processing and third-party model providers to generate or assist with Output.
6.2 The Client acknowledges that Output may:
(a) contain errors, omissions, hallucinations, bias or outdated assumptions and must be independently reviewed by the Client before use;
(b) be non-unique; and
(c) reflect limitations in source materials, prompts, or third-party model providers
6.3 If the Supplier provides underlying human-created design assets, licensed stock assets, or Supplier-prepared creative components for use in image generation or templated materials, the Supplier warrants that it has the right to provide those components for the use contemplated by this Agreement.
6.4 Except as stated in clause 6.3, and to the maximum extent permitted by law, the Supplier does not warrant that AI-generated images, text or other Output will be original, non-infringing, merchantable, fit for a particular purpose or free from third-party claims. The Supplier will, however, use reasonable endeavours to implement commercially reasonable safeguards against obvious misuse and to pass through any usage rights available from its third-party providers.
6.5 The Client is responsible for conducting human review, and any legal, commercial or brand review it considers appropriate before using AI-generated images, ad copy, blogs, newsletters, social posts or review responses. Human review is mandatory before publication, sending or reliance on any Output unless the Order Form expressly states otherwise for a specific workflow.
6.6 The Client acknowledges and agrees that:
(a) the Supplier may update the rulesets, prompts, benchmarks and model selection used in the Services from time to time to accommodate changes in guidance, Client or third party feedback or technical improvements;
(b) If the Client requests multilingual outputs, the Supplier does not warrant legal equivalence or idiomatic precision across languages, and the Client must obtain appropriate human review by a suitably qualified person before use; and
(c) the Client must not use the Services to create false testimonials, misleading before-and-after claims, undisclosed synthetic representations, fake reviews, or any advertising or communications prohibited by applicable law or professional standards.
7. PMS INTEGRATIONS AND THIRD-PARTY SERVICES
7.1 Unless otherwise stated, the PMS remains the system of record for Patient Data, patient records and clinical history. The Services are not intended to replace the PMS.
7.2 The Supplier is not responsible for third-party PMS software, APIs, hosting, outages or changes to third-party terms, features, pricing or technical requirements, except to the extent caused by the Supplier’s breach of this Agreement.
7.3 The Client authorises the Supplier to access and process approved PMS data fields solely to perform the Services and any other purpose expressly permitted under this Agreement.
7.4 If a third-party provider changes its API, access conditions or technical requirements, the Supplier may propose a Change Request for any material remedial work required.
7.5 If and when the Parties agree to implement a PMS integration, the scope, data fields, authentication method, synchronisation rules, caching, retention and any additional Fees will be set out in the Order Form, an integration specification, or a Change Request.
8. PRIVACY AND PERSONAL INFORMATION
8.1 The Parties acknowledge that the Client may disclose, and the Supplier may collect or process, Personal Information and Sensitive Information (including health information) in connection with the Services.
8.2 Each Party must comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles, the Notifiable Data Breaches scheme, and all other applicable privacy, health records and data protection laws.
8.3 To the extent the Supplier processes Personal Information on behalf of the Client, the Supplier must:
(a) process it only for the purposes of performing this Agreement, complying with law or as otherwise authorised by the Client in writing;
(b) not sell or commercially exploit it;
(c) implement reasonable technical and organisational safeguards;
(d) ensure access is limited to personnel and subcontractors who reasonably require access and are bound by enforceable confidentiality obligations;
(e) assist the Client, to the extent reasonably necessary, to respond to requests for access, correction, deletion or other rights; and
(f) on termination, return or delete such information in accordance with clause 10.
8.4 The Supplier must not disclose Personal Information outside Australia, or allow offshore access to it, without the Client’s prior written consent, except with respect to de-identified and Aggregated Data where re-identification risk is reasonably controlled and no law prohibits the relevant use.
8.5 The Client instructs the Supplier to process Personal Information as reasonably necessary to provide the Services, maintain security, prevent abuse, produce usage analytics for the Client, comply with law, and otherwise as described below.
(a) Categories of data likely to be processed: account data, practice contact data, website content, marketing content, SOPs, team biographies, reviews, prompt text, usage logs, workflow metadata, and where approved under an integration scope, patient and prospective patient data including names, contact details and treatment-plan related fields;
(b) Roles: the Client determines the purpose of client-facing and patient-related processing through the Services; the Supplier processes such data as service provider / processor for the Client except where the Supplier uses De-identified Data, Aggregated Data or Usage Data for its own permitted purposes under this Agreement;
(c) Approved purposes: providing the Services; account administration; support; security; troubleshooting; usage analytics for the Client; lawful de-identification; product development and testing; and training or improving models and workflows only in accordance with clause 10;
(d) Security baseline: role-based access; MFA for privileged accounts where available; encryption in transit; encryption at rest for production systems where commercially and technically practicable; backup and recovery processes; least-privilege access; logging and monitoring; staff confidentiality undertakings; and vulnerability management;
(e) Subprocessors: the Supplier may use third-party infrastructure, hosting, AI model, analytics, support and communication providers, provided it remains responsible for their performance to the extent required under this Agreement and keeps a current list available on request or in the Documentation;
(f) Breach assistance: the Supplier will provide reasonable information and cooperation to assist the Client to assess whether any Security Incident amounts to an eligible data breach under the Privacy Act;
(g) Overseas disclosure: none without written consent except where only De-identified Data or Aggregated Data is involved and the Agreement permits that use; and
(h) Deletion: Patient Data in live production systems is deleted in accordance with clause 10.6, subject to backup retention cycles and legal holds.
8.6 If either Party receives a complaint, regulator enquiry or request relating to Personal Information processed under this Agreement, that Party must promptly notify the other Party to the extent legally permitted and provide reasonable cooperation.
8.7 Nothing in this Agreement authorises the Supplier to attempt to re-identify De-identified Data or other anonymised data.
9. DATA SECURITY
9.1 The Supplier must implement and maintain information security measures reasonably appropriate to the nature of the Services and the sensitivity of Patient Data, including access controls, encryption in transit, encryption at rest where commercially and technically practicable, backup processes, logging, malware protection, vulnerability management and staff access restrictions.
9.2 The Supplier must notify the Client without undue delay and, in any event, within 24 hours after becoming aware of a Security Incident that has a real or reasonably suspected impact on Patient Data or Client access to the Services. The Supplier must provide further details as they become available and cooperate with the Client in assessment, mitigation and remediation.
9.3 The Supplier must not make any public statement relating to a Security Incident affecting the Client without the Client’s prior written consent unless legally required to do so. Where legally permitted, the Supplier must consult with the Client first.
9.4 Each Party must maintain and periodically test reasonable business continuity and incident response processes appropriate to its role under this Agreement.
9.5 The Client acknowledges that no environment is completely secure and that internet-based services may be vulnerable to outages, latency, compromise or unauthorised activity despite reasonable safeguards.
10. DATA OWNERSHIP AND USE
10.1 Patient Data remains the property of the Client or its licensors at all times.
10.2 Subject to clause 13.3, the Supplier may create and use De-identified Data and Aggregated Data derived from Patient Data or system usage:
(a) to improve, test, train, support and develop the Services and related products;
(b) to train or fine-tune models or model prompts;
(c) for benchmarking, analytics and service optimisation; and
(d) for lawful internal business purposes, provided the Supplier does not identify the Client, an individual patient or a practice in published materials without consent.
10.3 The Supplier must ensure that before Patient Data is used under clause 10.2 it is de-identified using reasonable technical and organisational measures designed to remove direct identifiers and reduce reasonably foreseeable re-identification risk. The Supplier must not knowingly attempt to re-identify any individual from De-identified Data.
10.4 During the Term, the Client may export Patient Data made available through the standard export tools in the Services. The format of export will be the standard format generally made available by the Supplier from time to time, which may include CSV, JSON, PDF or similar machine-readable outputs.
10.5 On written request made within 30 days after expiry or termination, the Supplier must make available one export of Patient Data then held in the production environment in a standard machine-readable format. The Supplier may charge its reasonable then-current professional services rates for non-standard extraction, transformation, migration or special assistance.
10.6 Unless law requires longer retention, the Supplier may delete Patient Data 60 days after expiry or termination, subject to any temporary backup cycles. The Supplier may retain copies to the extent required by law, for insurance, fraud prevention, dispute resolution or compliance purposes.
10.7 The Parties acknowledge that the Client remains responsible for any independent legal obligation to retain patient records or marketing records, and the Services are not represented as the sole system for satisfying that obligation.
11. SERVICE LEVELS
11.1 The Supplier will use reasonable endeavours to make the production Services available 99.5% of each calendar month, excluding planned maintenance, emergency maintenance, force majeure events, Client-caused outages, internet outages outside the Supplier’s reasonable control, and scheduled downtime notified under clause 11.7.
11.2 Support: Support channels are detailed on the support portal, unless otherwise stated in the Order Form or agreed in writing between the Parties.
11.3 Planned maintenance: the Supplier will use reasonable endeavours to provide at least 24 hours’ notice where planned maintenance is likely to materially affect availability.
11.4 Service credits: if monthly availability falls below 99.5%, the Client may claim a service credit up to a maximum of 5% of the monthly subscription Fee for the affected Services. Service credits are the sole remedy for support failure unless the failure is repeated and material.
11.5 Exclusions: Uptime and Support calculations and service credits exclude downtime caused by the Client, internet outages, third-party providers outside the Supplier’s reasonable control, force majeure, beta features, emergency maintenance, and suspension permitted under this Agreement.
11.6 Updates: The Supplier may deploy Updates, patches, bug fixes, model changes and feature releases during the Term. The Supplier may install security-related and critical Updates without prior approval.
11.7 Maintenance: The Supplier will use reasonable endeavours to give at least 24 hours’ notice of planned maintenance likely to cause material interruption, except where emergency maintenance is required.
11.8 Remedy: The Client’s sole remedy for a failure to meet the service levels detailed on the support portal is the service credit regime, unless the failure also constitutes a material breach of this Agreement.
12. FEES AND INVOICING
12.1 The Client must pay the Fees and charges set out in the Order Form and any applicable Change Request.
12.2 Unless the Order Form states otherwise, subscription Fees are payable monthly in advance and implementation, training, customisation, migration, advisory and integration services are payable in arrears on invoice.
12.3 Invoices are payable as set out in the Invoice, unless the Order Form states a different period, or the Parties otherwise agree in writing.
12.4 Overdue undisputed amounts accrue interest at the rate of 1.5% per month, calculated daily, from the due date until payment.
12.5 The Supplier may review recurring Fees not more than once in any 12-month period by giving at least 30 days’ prior written notice.
12.6 The Supplier may charge reasonable fees for ancillary services requested by the Client that fall outside the agreed scope, including data exports beyond those expressly included on termination, bespoke reports, custom legal wording, advanced implementation support, and non-standard integrations.
13. CUSTOMER OBLIGATIONS
13.1 The Client must
(a) ensure all Client Material it provides or makes accessible to the Supplier are lawful and that it has all rights, consents and permissions required for the Supplier to use them under this Agreement;
(b) maintain the confidentiality of login credentials;
(c) promptly notify the Supplier of suspected unauthorised access or misuse;
(d) comply with all applicable laws, codes and professional obligations; and
(e) provide timely cooperation reasonably required for implementation, support and integrations.
13.2 The Client must not:
(a) resell, sublicense, lease, assign, distribute or otherwise make the Services available to a third party except as expressly permitted;
(b) reverse engineer, decompile, disassemble, copy, modify or create derivative works of the Services except to the limited extent permitted by law and incapable of exclusion;
(c) use the Services to build or benchmark a competing product or service;
(d) circumvent access controls, usage limits or domain-locking or ownership-verification controls;
(e) use the Services to scrape or analyse competitor websites, content or data unless the Client has the legal right to do so and the Services expressly permit it;
(f) upload content that infringes third-party rights or is unlawful, defamatory, discriminatory or misleading; or use the Services for clinical diagnosis, treatment planning or as a substitute for professional judgment.
13.3 If the Supplier offers a website-checking or similar function intended to analyse only the Client’s own website or approved assets, the Client must not attempt to use that functionality in relation to a competitor or any non-approved site. Circumvention of those controls is a material breach.
13.4 The Client is responsible for obtaining all notices, consents, authorisations and privacy disclosures required to permit the collection, use, disclosure, storage and processing of Patient Data and Personal Information through the Services and any relevant PMS integration.
14. WARRANTIES
14.1 Each Party warrants that: (a) it has the power and authority to enter into and perform this Agreement; and (b) this Agreement is binding on it.
14.2 The Supplier warrants that it will provide the Services with due care and skill and in a professional manner consistent with generally accepted industry practice for similar services.
14.3 The Client warrants that it has obtained and will maintain all rights, notices, consents and authorisations required for the Supplier to use Patient Data and Client Material as permitted by this Agreement.
14.4 Except as expressly stated in this Agreement, and to the maximum extent permitted by law, the Services are provided ‘as is’ and all implied warranties, guarantees, conditions and representations are excluded.
14.5 If the Australian Consumer Law or any other law implies non-excludable guarantees, conditions or warranties, then to the extent permitted by law the Supplier’s liability for breach of any such guarantee, condition or warranty is limited, at the Supplier’s option, to resupply of the affected Services or payment of the cost of having the affected Services supplied again.
15. INDEMNITIES
15.1 The Supplier releases and indemnifies the Client and its officers, contractors, agents and employees against any third-party claim that the Client’s authorised use of the Services (excluding Patient Data, Client Material and third-party data supplied by or for the Client) infringes that third party’s Australian intellectual property rights, except to the extent the claim arises from:
(a) modification by anyone other than the Supplier;
(b) use contrary to this Agreement or Documentation;
(c) combination with anything not supplied or approved by the Supplier; or
(d) Patient Data, Client Material or instructions.
15.2 The Client releases and indemnifies the Supplier and its officers, contractors, agents and employees against all loss, costs (including legal fees and costs on a full indemnity basis), expenses, damages and liability arising directly or indirectly from or in connection with the Client’s:
(a) use of the Services, Patient Data or Client Material in breach of this Agreement, law or professional obligations;
(b) publication or use of an Output without appropriate human review;
(c) infringement of any rights including Intellectual Property rights;
(d) breach of a Client warranty, or a Client warranty not being complete, true or correct;
(e) unlawful or fraudulent act or omission;
(f) failure to obtain necessary consents, notices or authorisations; or
(g) causing injury to or death of persons, or causing any loss or damage to Supplier property or third party property, real or personal.
15.3 An indemnified Party must promptly notify the indemnifying Party of a claim, give reasonable cooperation, and allow the indemnifying Party to control the defence and settlement, except that no settlement may admit liability or impose a non-monetary obligation on the indemnified Party without its prior written consent (not to be unreasonably withheld).
16. LIABILITY
16.1 Under the Australian Consumer Law (ACL), a contracting party may have certain rights which cannot be excluded, including guarantees as to the acceptable quality and fitness for purpose of goods and services. Nothing in this Agreement will be read or applied so as to have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law and which by law cannot be excluded, restricted or modified.
16.2 Subject to clause 16.3, each Party’s aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees paid or payable by the Client under this Agreement in the 12 months before the event giving rise to liability.
16.3 The liability cap in clause 16.2 does not apply, and each Party’s aggregate liability arising out of or in connection with this Agreement, for the following:
(a) a Party’s liability for death or personal injury;
(b) a Party’s fraud, fraudulent misrepresentation or willful misconduct;
(c) a Party’s infringement or misappropriation of the other Party’s intellectual property rights;
(d) a Party’s breach of confidentiality;
(e) the Client’s misuse of the Services contrary to clause 12; or
(f) the Supplier’s liability for breach of clause 7 or 9 to the extent caused by the Supplier’s failure to comply with those clauses;
is limited to the greater of:
(g) the total Fees paid or payable by the Client under this Agreement in the 12 months before the event giving rise to liability; and
(h) AUD $100,000.
16.4 To the maximum extent permitted by law, Supplier limits its liability to the Client arising out of or referrable to any breach by Supplier of its obligations under this Agreement, and/or the ACL statutory guarantees, to, at its election, resupplying of the Services or the cost of the resupplying of the Services.
16.5 To the maximum extent permitted by law, the Services including the Outputs are provided on an “as is” basis and are used by the Client at the Client’s sole risk. the Supplier does not provide consulting, legal, accounting, business, financial or design services. the Supplier makes no representation or warranty in respect of the quality, completeness, or fitness for purpose of those Services including the Outputs, or the acts that the Client may take or commercial results or business performance that the Client may achieve by use of the Services including the Outputs.
16.6 Neither Party is liable to the other for any Consequential Loss, loss of profits, loss of revenue, loss of opportunity, loss of goodwill, loss of anticipated savings, loss of reputation, loss of use, pure economic loss or loss of data, except to the extent that loss of data forms part of direct remediation costs recoverable under clauses 16.2 and 16.3.
16.7 The Parties acknowledge that the Fees reflect the allocation of risk under this Agreement and that this clause is fair and reasonable in the circumstances.
16.8 The Supplier is not liable for third-party websites, content, APIs or services accessed through the Services, nor for downtime, degradation or loss caused by internet outages, third-party hosting providers, PMS providers, misuse of Outputs, or other factors outside the Supplier’s reasonable control.
16.9 Each Party must take reasonable steps to mitigate its loss including under an indemnity. The liability of a Party for loss including under an indemnity will be reduced proportionally to the extent that the loss arises in connection with a negligent act or omission or willful misconduct of the other Party or by a breach of this Agreement by the other Party.
17. INSURANCE
17.1 During the Term and for at least 12 months after it ends, the Supplier must maintain:
(a) professional indemnity insurance of at least AUD $1,000,000 per claim; and
(b) public and products liability insurance of at least AUD $20,000,000 per claim.
17.2 On reasonable request, the Supplier must provide certificates of currency or other appropriate evidence of the insurance required under clause 17.1.
17.3 The Client is responsible for its own business, professional indemnity and cyber insurance cover.
18. CONFIDENTIALITY
18.1 Each Receiving Party must keep the Disclosing Party’s Confidential Information confidential and must not use or disclose it except:
(a) as permitted by this Agreement;
(b) with the Disclosing Party’s prior written consent; or
(c) as required by law.
18.2 A Receiving Party may disclose Confidential Information to its officers, employees, contractors, professional advisers, insurers and financiers who need to know it for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those in this Agreement.
18.3 Clause 18.1 does not apply to information that:
(a) is or becomes public other than through breach of this Agreement;
(b) was lawfully known by the Receiving Party before disclosure;
(c) is lawfully received from a third party without restriction; or
(d) is independently developed without use of the Disclosing Party’s Confidential Information.
18.4 If disclosure is required by law, the Receiving Party must, where legally permitted, give the Disclosing Party prompt prior notice and reasonably cooperate to limit the disclosure.
18.5 Each Party acknowledges that damages may be an inadequate remedy for breach of this clause and that injunctive relief may be appropriate.
19. TERMINATION
19.1 Either Party may terminate this Agreement for convenience at the end of the Initial Term, and each Renewal Term, by giving not less than the notice period stated in the Order Form, such notice not to expire before the end of the Initial Term or the each Renewal Term.
19.2 Either Party may terminate this Agreement immediately by written notice if the other Party:
(a) commits a material breach and, where the breach is capable of remedy, fails to remedy it within 20 Business Days after receiving notice; or
(b) becomes insolvent, enters liquidation, administration or receivership, or ceases to carry on business.
19.3 The Supplier may suspend or terminate this Agreement immediately if the Client:
(a) fails to pay an undisputed invoice within 14 days after written notice of non-payment;
(b) uses the Services unlawfully or in a way that creates a material security, legal or reputational risk for the Supplier or others; or
(c) repeatedly breaches clause 12.
19.4 The Client may terminate, on written notice to the Supplier, if the Supplier suffers a repeated or prolonged material failure to meet the service levels and fails to remedy that failure within 20 Business Days after notice.
19.5 Termination of a module or add-on does not of itself terminate the entire Agreement unless the Order Form states otherwise.
20. CONSEQUENCES OF TERMINATION
20.1 On expiry or termination:
(a) the licence granted under clause 3 ends;
(b) the Client must cease accessing and using the terminated Services;
(c) accrued rights and liabilities are unaffected; and
(d) clauses intended to survive do so, including clauses 5.6, 4, 5, 7, 9, 10, 15, 16, 18, 20, 21, 22 and 24.
20.2 Termination does not relieve the Client from liability to pay Fees accrued before the effective date of termination, including committed minimum Fees for any then-current non-cancellable term stated in the Order Form.
20.3 Each Party must return or permanently destroy the other Party’s Confidential Information on request, except to the extent required for legal, regulatory, insurance, internal compliance or backup purposes.
21. DISPUTE RESOLUTION
21.1 A Party must not commence court proceedings relating to a dispute arising from this Agreement without first complying with this clause, except:
(a) where urgent interlocutory or equitable relief is sought; or
(b) where the dispute relates to compliance with this clause.
21.2 A Party claiming that a dispute has arisen under this agreement must give written notice of the details of the dispute to the other party or parties in dispute setting out the dispute and the outcome sought.
21.3 Each party that has given or received notice of the dispute under this clause must promptly:
(a) designate as its representative in negotiations relating to the dispute a person with authority to settle the dispute; and
(b) use its best endeavours to resolve the dispute
21.4 Within 10 Business Days after the notice, senior representatives of each Party with authority to settle the dispute must meet (in person or remotely) and attempt in good faith to resolve the dispute.
21.5 If within 10 Business Days of receipt of notice the parties to the dispute do not either, resolve the dispute, or agree as to:
(a) a dispute resolution technique (for example, expert determination) and procedures to be adopted;
(b) the timetable for all steps in those procedures; and
(c) the selection and compensation of the independent person required for such technique,
then either Party may refer the dispute to mediation administered by the Australian Disputes Centre in Sydney, New South Wales, in accordance with its mediation guidelines. The Parties must share the mediator’s fees equally and otherwise bear their own costs.
21.6 If the dispute is not resolved within 20 Business Days after appointment of the mediator, either Party may commence court proceedings.
22. GST
22.1 Definitions
In this clause:
(a) GST means "GST" as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended (GST Act) or any replacement or other relevant legislation and regulations;
(b) words used in this clause which have a particular meaning in the GST law (as defined in the GST Act, and also including any applicable legislative determinations and Australian Taxation Office public rulings) have the same meaning, unless the context otherwise requires;
(c) any reference to GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member; and
(d) if the GST law treats part of a supply as a separate supply for the purpose of determining whether GST is payable on that part of the supply or for the purpose of determining the tax period to which that part of the supply is attributable, such part of the supply is to be treated as a separate supply.
22.2 General exclusion of GST: Unless GST is expressly included, the consideration expressed to be payable under any other clause of this agreement for any supply made under or in connection with this agreement does not include GST.
22.3 Gross-up of Taxable Supply: To the extent that any supply made under or in connection with this agreement is a taxable supply, the GST exclusive consideration otherwise payable for that supply is increased by an amount equal to that consideration multiplied by the rate at which GST is imposed in respect of the supply, and is payable at the same time.
22.4 Further acts: Each party agrees to do all things, including providing tax invoices and other documentation, that may be necessary or desirable to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with this agreement.
22.5 Reimbursement and indemnity: If a payment to a party under this agreement is a payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense incurred by that party, then the payment is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for GST pursuant to sub-clause 3.
23. GENERAL
23.1 This Agreement is governed by the laws of New South Wales, Australia, and the Parties submit to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth courts competent to hear appeals from those courts.
23.2 Neither Party may assign or novate this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, except that the Supplier may assign to a related body corporate or in connection with a bona fide corporate restructure, merger or sale of substantially all of its business on written notice.
23.3 Neither Party is liable for delay or failure to perform (other than payment obligations) to the extent caused by a Force Majeure Event.
23.4 This Agreement constitutes the entire agreement between the Parties about its subject matter and supersedes all prior discussions, proposals and representations on that subject matter.
23.5 A variation of this Agreement is only effective if in writing and signed by or on behalf of both Parties, except where a Change Request is agreed in accordance with this Agreement.
23.6 A waiver is only effective if in writing. Failure or delay to exercise a right does not operate as a waiver.
23.7 If any provision is invalid or unenforceable, it is to be read down or severed to the extent necessary without affecting the remainder.
23.8 Notices under this Agreement must be in writing and sent to the notice details stated in the Order Form.
24. DEFINITIONS
24.1 In this Agreement:
24.2 Aggregated Data means data derived from use of the Services that has been combined with other data and does not identify the Client or an individual.
24.3 AHPRA means the Australian Health Practitioner Regulation Agency.
24.4 Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.
24.5 Change Request means a written request signed or otherwise approved by the Parties describing a change to scope, Services, Fees or timing.
24.6 Confidential Information means information that is by its nature confidential or designated confidential, including commercial, technical, financial, pricing, security, client and product information, but excludes information covered by clause 18.3.
24.7 Consequential Loss means any indirect, special, incidental, punitive or exemplary loss, and includes lost profits, lost revenue, loss of anticipated savings, loss of goodwill and loss of opportunity.
24.8 Client means the client set out in the Order Form.
24.9 Client Material means all material provided by the Client to the Supplier pursuant to this Agreement or otherwise provided regarding the Services including without limitation the Client’s information, prompts, data, images, websites, domains, standard operating procedures and operations manuals.
24.10 De-identified Data means data processed so that individuals are not reasonably identifiable, having regard to the means reasonably likely to be used to identify them.
24.11 Documentation means user guides, help materials, implementation notes, and technical documentation the Supplier makes generally available for the Services, and any standard operating procedures that the Supplier creates for the Client or makes generally available for the Services, pursuant to this Agreement or otherwise provided regarding the Services.
24.12 Effective Date means the date that the Client accepts the Order Form by signing or online acceptance, unless a different date is agreed in writing.
24.13 Fees means the fees and charges payable under the Order Form, an Order Form or a Change Request.
24.14 Force Majeure Event means an event beyond a Party’s reasonable control, including natural disaster, epidemic, pandemic, utility outage, internet or telecommunications failure, cyberattack by a third party, industrial action, war, terrorism, government action or civil disturbance, but excluding a lack of funds.
24.15 Intellectual Property Rights all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, Confidential Information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration.
24.16 National Board means an Australian national regulatory board for dentistry including the Dental Board of Australia and the Australian Dental Council.
24.17 National Law means the Australian Consumer Law, Health Practitioner Regulation National Law, and the code of conduct and guidelines issued by the National Boards, together with any successor guidance, codes or law.
24.18 Order Form means the commercial document identifying the Parties, Services, Fees, term and special conditions.
24.19 Output means text, images, suggestions, analyses, recommendations, drafts, classifications or other materials generated by the Services in response to Client prompts, data or instructions.
24.20 Parties means the parties set out in the Order Form.
24.21 Patient Data means data, content and materials uploaded to, entered into, generated through or otherwise made available to the Services by or on behalf of the Client, including Personal Information, but excluding De-identified Data, Aggregated Data and Supplier telemetry.
24.22 Personal Information has the meaning given in the Privacy Act.
24.23 Privacy Act means the Privacy Act 1988 (Cth).
24.24 PMS means a third-party practice management system or equivalent practice software used by the Client.
24.25 Regulatory Guidance Output means any Output intended to assist the Client to assess potential compliance issues, including content checks against health advertising requirements.
24.26 Schedule means any schedule to this Agreement.
24.27 Security Incident means any actual or reasonably suspected unauthorised access to, or unauthorised disclosure, alteration, loss or destruction of, Patient Data in the Supplier’s possession or control, or any material compromise of the Supplier systems used to provide the Services.
24.28 Sensitive Information has the meaning given in the Privacy Act and includes health information.
24.29 Services means the SaaS services, modules, support and related services, including Outputs, described in the Order Form and any Change Request.
24.30 Supplier Technology means the Services, software, models, code, interfaces, Documentation, templates, methodologies, workflows, branding and other technology owned, licensed or developed by or for the Supplier, excluding Client Materials and Patient Data.
24.31 Term means the Initial Term and any Renewal Term.
24.32 Updates means patches, bug fixes, releases, upgrades, modifications, model changes and improvements to the Services made by the Supplier.
24.33 Usage Data means technical logs, telemetry and usage statistics generated by use of the Services.
25. INTERPRETATION
25.1 Defined terms used in this Agreement are set out in clause 24 and any Schedules.
25.2 In this Agreement, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) the singular includes the plural and vice versa;
(c) including and similar expressions are not words of limitation;
(d) a reference to law includes subordinate legislation and any replacement or amendment of it; and
(e) a reference to a person includes a corporation, trust, partnership, unincorporated body and government agency.
25.3 If there is any inconsistency between the body of this Agreement and a Schedule or Order Form, the following order of precedence applies: (a) the Order Form; (b) the body of this Agreement; (c) any Schedules; and (d) any policy incorporated by reference only to the extent expressly stated in the Order Form.
As at: 22 June 2026
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