Thank you for visiting our Terms of Use (Agreement), we are Clinials Global Pty Ltd ACN 652 154 900 of Floor 3, 315 Brunswick Street, Fortitude Valley Qld 4006 (we, our, us and other similar terms). We provide a clinical trial participant recruitment platform known as Clinials (Platform).
This Agreement outlines the terms and conditions associated with your use of Platform and the related Services we provide. It is your obligation to ensure that you have read, understood and agree to the most recent terms available at https://clinials.com/terms/.
You accept these Terms by accepting these Terms on the Platform. If you do not agree to these terms, you have no right to continue using the Platform.
You must not use the Platform if you are not able to form legally binding contracts or are under the age of 18. If you accept this Agreement on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.
Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined in clause 17. They aid to clarify the terms and conditions.
This Agreement will continue for the Subscription Period or until the date of termination in accordance with clause 15. If this Agreement is not terminated in accordance with clause 15, at least 14 days prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.
We grant you a non-transferrable, non-exclusive and revocable licence to access the Platform for the Subscription Period, subject to the terms and conditions of this Agreement.
We reserve the right to limit or suspend your licence to access the Platform if you fail to pay our Fees, or if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement.
Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.
AI Product
We offer an AI-powered workflow product (AI Product) to assist you with automating and optimising various business processes and workflows. The AI Product utilises artificial intelligence and machine learning technologies to analyse your data inputs and workflow requirements in order to generate recommendations, predictions, and automated workflows tailored to your business needs.
The AI Product is made available to you on a self-serve basis through our online platform. You are solely responsible for providing accurate and complete data inputs, defining your desired workflows, and configuring the AI Product’s settings based on your requirements. We do not control or validate your data inputs or configuration choices. You are also solely responsible for ensuring that your use of the AI Product is in accordance with all relevant laws.
We will provide you with a tax invoice for our Subscription Fees, which you agree to pay in accordance with the Payment Terms.
If you fail to pay any Subscription Fees when due, we reserve the right to suspend or terminate your account and access to our services until all outstanding amounts are paid in full. You are solely responsible for providing evidence of being tax exempt, which in our sole discretion is deemed acceptable, before any supply is provided on a tax-exempt basis.
Our Platform
Subject to your compliance with these Terms, we will provide you with access to our Platform.
Where we require access to your premises or computer systems in order to provide our Platform, you agree to provide us with such access free from risk to the safety of our employees and contractors.
Third Party Products or Services: Where you engage third parties to operate alongside our Platform (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.
You must sign up for an Account in order to access and use our Platform.
While you have an Account with us, you agree to:
(a) keep your information up to date (and ensure it remains true, accurate and complete);
(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
Once you have created your Account, you must choose a Subscription.
The Subscriptions we offer will be set out on our Platform, including details of each Subscription’s features and limitations, Subscription Fees, and Subscription Periods.
During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).
You will be billed for any Subscription Fees due at the end of each Billing Cycle. Our payments methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).
You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.
Taxes: You are responsible for paying any levies or taxes associated with your use of our Platform, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with this Agreement). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).
Availability, Disruption and Downtime
While we strive to always make our Platform available to you, we do not make any promises that these will be available 100% of the time. Our Platform may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
Our Platform may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Platform.
Support for the Platform is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.
If it is necessary to interrupt your use of the Platform, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, the Platform will be unavailable.
You acknowledge access to the Platform may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to the Platform which may change the interface and manner in which it functions.
You agree that we are not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such interruptions will not constitute a breach by us of these terms.
You acknowledge and agree the Platform will only be accessible using the internet and will not be available “locally” from your own servers or devices. In order to use the Platform, you are required to provide us with Personal Information.
You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all the information you provide to us is accurate and complete in all respects, you will inform us by updating your details whenever any such information changes and you will not provide false or misleading information.
We reserve the right to reject any new Account in our absolute discretion.
You must not:
(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, Intellectual Property rights and privacy rights), or gives rise to any civil or criminal liability;
(b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
(c) introduce any viruses or other malicious software code into our Platform;
(d) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
(f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
(h) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted;
(i) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the AI Platform (except to the extent such restrictions are contrary to applicable law);
(j) use Output from the Platform to develop models that compete with us;
(k) use any automated or programmatic method to extract data or Output from the AI Product, including scraping, web harvesting, or web data extraction;
(l) represent that Output from the AI Product was human-generated when it is not, or otherwise violate any usage policies provided to you by us;
(m) send or upload any personal information of children under 13 or the applicable age of digital consent;
(n) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
(o) attempt to access any Output data or log into any server or account that you are not expressly authorised to access:
(p) acquire and use the Platform for any purpose other than managing your own clinical data;
(q) use or include any part of the Platform in a service bureau or fee-generating service for third parties;
(r) use screen capture, data mining, robots, crawlers or similar data gathering/extraction tools on the Platform or website;
(s) use the Platform in connection with breaching any applicable laws; or
(t) attempt, facilitate or assist others in performing any of the prohibited acts listed above.
You may invite Authorised Users to access and use our Services under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use our Platform.
You are responsible for ensuring that your Authorised Users comply with this Agreement. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of Authorised Users you can have will be set out in your Account or on our Platform.
While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):
We may suspend your access to our Platform where we reasonably believe there has been any unauthorised access to or use of our Platform (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Platform, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Platform will end.
You have the responsibility to review and approve all information in connection with your Account, and any configuration on the Platform
You undertake not to upload, store or access any data on the Platform if such access or storage would infringe a person’s Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).
For the purposes of this clause, Personal Information and Sensitive Information have the meanings given in the Privacy Act 1988 (Cth), and also include any similar terms as defined in any other privacy law applicable to you.
You must, and must ensure that your Personnel, at all times comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable Privacy Laws that may apply to you or the supply of the Services. You must not do anything which may cause us to be in breach of any Privacy Laws.
In respect of any personal Information (including in respect of our employees) that you receive or have access to in connection with this Agreement, you must:
(a) only use the Personal Information in accordance with our instructions and for the sole purposes of deriving the benefit of the Services as contemplated by this Agreement; and
(b) keep the Personal Information secure and protect it from loss, damage and unauthorised use or disclosure.
Without limiting this clause, you must ensure that:
(a) you have collected, used, stored and otherwise dealt with Your Data in accordance with all Privacy Laws; and
(b) we are capable of collecting, using, storing and otherwise dealing with Your Data, in the manner contemplated by this Agreement, without infringing any third party rights or violating any Privacy Laws.
Without limiting this clause, you agree to only disclose Your Data, to the extent it contains Personal Information if:
(a) you are authorised by Privacy Laws to collect the Personal Information and to use or disclose it in the manner required by this Agreement;
(b) you have informed the individual to whom the Personal Information relates, that it might be necessary to disclose the Personal Information to third parties; and
(c) where any Personal Information is Sensitive Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates.
We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under this Agreement, and in accordance with any applicable Laws and our Privacy Policy.
Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party (subject to clause 10.1(c);
(b) to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure;
(c) to only disclose the Confidential Information to those of its personnel who need to know the Confidential Information in connection with this Agreement, provided that those persons keep the Confidential Information confidential in accordance with this clause 10.1; and
(d) to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under this Agreement.
10.2 The obligations in clause 10.1 do not apply to Confidential Information that:
(a) is required to be disclosed in order for the parties to comply with their obligations under this Agreement;
(b) is authorised to be disclosed by the Disclosing Party;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement or other duty of confidence; or
(d) must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) the Receiving Party has given the Disclosing Party notice prior to disclosure.
Each party agrees that monetary damages may not be an adequate remedy for a breach of this clause. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.
This clause will survive the termination of this Agreement.
We may disclose information, including, but not limited to, your Personal Information or a transmission made using the Platform, to our research partners who are seeking participants, where such disclosure is necessary to the proper operation of the Platform as required to comply with a court order, subpoena, summons, discovery order, warrant, statute, regulation, governmental request, to protect our legal rights or prevent harm to persons (Permitted Disclosures).
You acknowledge and agree, we have no obligation to inform you if Permitted Disclosures are made.
We warrant we own or have a licence to use the Intellectual Property in the Platform.
If you provide us with content, including, without limitation, text, logos, trademarks, photos, images, audio, video and any other materials (User Content), your User Content stays yours. This Agreement does not transfer ownership of User Content to us.
You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within the Platform.
While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.
You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:
(a) create an adaptation or translation of, all or part of the Platform in any way;
(b) use the Platform in a manner which may infringe any other persons Intellectual Property;
(c) incorporate all or part of the Platform in any other webpage, site, application or other digital or non-digital format; or
(d) except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in the Platform.
You own all right, title and interest in and to all participant data which we collect on your behalf pursuant to the terms of this Agreement. You grant us a non-exclusive, royalty free, worldwide, and perpetual license to use the User Content, including participant data, as necessary to perform our obligations under and in accordance with this Agreement and for data aggregation, analytical or other purposes including, economic, social and academic analysis and such information may be used by us for commercial purposes. Furthermore, you acknowledge and agree that we may share User Content and participant data with third party service providers in order to operate the Platform.
You may provide input to the AI Product and receive output generated and returned by the AI Product based on the input (Output).
Your Data
When you provide Your Data to our AI Product, you must ensure that you have the permission to share any information you enter into the AI Product, and do not disclose any personal information or information that is otherwise protected by privacy or data protection laws.
As between the parties and to the extent permitted by applicable law, you own (or hold a licence to) all content that you input. We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
(a) supply our Platform to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under this Agreement;
(b) diagnose problems with our Platform;
(c) improve, develop and protect our Platform;
(d) send you information we think may be of interest to you based on your marketing preferences;
(e) perform analytics for the purpose of remedying bugs or issues with our Platform; or
(f) perform our obligations under this Agreement (as reasonably required).
You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted.
You are responsible for (meaning we are not liable for):
(a) the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
(b) backing up Your Data.
When you use our Platform, we may create anonymised statistical data from Your Data and usage of our Platform (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Platform, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
If you do not provide Your Data to us, it may impact your ability to use our Platform.
Outputs
We own all Intellectual Property rights in the underlying Platform and AI models that generate Outputs, but not the specific Outputs themselves to the extent they incorporate Your Data.
Subject to your compliance with this Agreement, we grant you a non-exclusive, irrevocable, worldwide, sublicensable and transferable right and licence, to use the Outputs generated by our Platform incorporating Your Data.
You acknowledge that we may use the Outputs to provide and improve our Services and/or the Platform and to supply our Services and/or the Platform to our other clients, but only to the extent the Outputs do not incorporate Your Data..
You agree that it is your responsibility to evaluate the accuracy and appropriateness of any Output for your use case.
When you use our Platform, you should be aware of the limitations of the information our AI Product uses to produce Output. You acknowledge and agree:
(a) the information used by our Product to produce Output has been provided to us by you (as Your Data) and by third parties;
(b) whist safeguards are built into our AI Product and the Platform, we do not specifically curate data inputted into the Platform and/or the data used by our AI Product (including Your Data); and
(c) we have no belief one way or the other as to whether the information used by our AI Product is correct and we have not verified the accuracy, relevance, and application of the information to your personal circumstances.
When you use our Product, you should be aware of the limitations of using an AI learning language model (LLM). While our AI Product can summarise large volumes of information available on the Platform and using Your Data, save time and answer questions, you acknowledge and agree:
(a) the information provided by us through our Services (including the AI Product and Outputs) is intended for general information and educative purposes only. It does not constitute professional advice, and should not be relied upon as such. This includes (but is not limited to) information relating to market statistics, product information and competitor information;
(b) our Platform does not constitute, and is not a substitute for, financial, legal, taxation or risk management advice;
(c) due to the nature of machine learning, Outputs may not be unique across users and the Platform may generate the same or similar Output for other users;
(d) use of the AI Product may give inaccurate information by virtue of the information entered into the AI Product (including Your Data) or data inputted onto the Platform (which we do not control) and due to AI errors in analysing language patterns;
(e) artificial intelligence and machine learning are rapidly evolving fields of study and use of the AI Product may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts; and
(f) you should independently verify the Output information and make your own enquiries. It is recommended to seek professional advice tailored to your specific needs regarding any Output information.
We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions, we make no warranties or guarantees that the Platform is fault free, regarding the Platform’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, the Platform including its correctness, accuracy, timeliness, completeness, reliability or otherwise.
To the maximum extent permitted under Law, we expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
(a) you (or your personnel) breaching, or causing us or any of our Personnel to be in breach of, any third party’s rights (including Intellectual Property rights); or
(b) you (or you Personnel) breaching any privacy or confidentiality obligation under these Terms, or any applicable law.
To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems);
(b) disruptions or downtime to the Services (including our platform) including those caused or contributed to by third parties;
(c) your reliance on the Services, Platform or Output (including the use of the Output information or any errors, omissions, or defects in the Output information);
(d) any works, services, goods, materials or items which do not form part of our Services or Platform (as expressed in this Agreement), or which have not been provided by us (for example, third party products or services); or
(e) any use of our Services or Platform by a person or entity other than you or your Authorised Users.
Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
(a) neither we or you are liable for any Consequential Loss;
(b) a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Fees paid by you to us in respect of the supply of the relevant Services (including our Platform) to which the Liability relates, or if you do not have a Subscription, to AU$1,000.
A party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause. A party claiming that a Dispute has arisen must give written notice to the other party specifying the nature of the Dispute (Dispute Notice). The parties must meet (whether in person, by telephone or video conference) within 10 business days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. If the parties do not resolve the Dispute within 20 business days of the date the Dispute Notice was served (or such further period as agreed in writing by the parties), either party may:
(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation.
(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Brisbane, Queensland, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
Either party may terminate this Agreement by providing the other party notice in writing. Termination will take effect, at the end of the then current Subscription Period, if the notice is provided at least 14 days prior to the Renewal Date or following Subscription Period, if the notice is provided within 14 days prior to the Renewal Date.
Upon termination you must immediately stop using the Platform, we reserve the right to permanently erase any data associated with your Account and you will no longer have access to your Account.
You are solely responsible for taking an extraction of any data held in the Platform which you deem necessary to maintain prior to termination. the Platform provides facilities for bulk data extract to a comma delimited file (csv). Any other extraction services which you require the Platform to perform on your behalf will be at your expense and must be agreed with us prior to termination.
Assignment – We may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without your consent.
Entire Agreement – This document we provide you contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
Governing law – The laws of Queensland govern this Agreement. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.
Notices – The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:
(a) which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and
(b) which you send, must be either delivered or posted by prepaid post to the address set out at clause 1 or sent via the form on our contact page located at https://clinials.com/contact.
Relationship – Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties.
Severability – Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.
Variations to this Agreement – We may vary this agreement by giving 28 days written notice prior to the end of a Subscription Period. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 15.1.
You agree to use the Services reasonably and not overuse or excessively burden the Platform or our systems. We reserve the right to temporarily suspend or limit your access to the Platform and the Services if, in our reasonable opinion, your usage amounts to overuse or excessive burden on our systems. Overuse includes but is not limited to:
(a) Executing an excessive number of requests or queries against the Platform;
(b) Uploading or transferring excessive data volumes to or from the Platform;
(c) Undertaking activities that degrade the performance of or availability of the Platform for other users.
If we determine your usage constitutes overuse, we will make reasonable efforts to notify you and provide an opportunity to reduce your usage before suspending or limiting your access. However, we reserve the right to suspend access immediately if necessary to prevent system degradation or outages. We will promptly restore full access once the overuse situation has been resolved.
In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and this Agreement do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of this Agreement.
Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
If you accept this Agreement in Australia, nothing in this Agreement should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If our Platform or Services is not ordinarily used for personal, household or domestic use, our liability for a breach of your Consumer Law Rights is limited to either resupplying our Services or Platform or paying the cost of having our Services or Platform resupplied.
Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:
Account or the Platform Account means the username and access credentials used when you access the Platform.
Agreement means these terms and conditions and any document incorporated into them by reference.
Authorised User means a user that you have invited to use the Platform through your Account.
Cancellation Notice means a notice sent by either party, in accordance with clause 15, requesting the termination of this Agreement.
Confidential Information means information that is by its nature confidential, including but not limited to information relating to either party’s personnel, trial participants, policies, practices, clientele, business strategies, Intellectual Property rights, the system operations associated with the Platform and security credentials. But does not include information already rightfully known to the receiving party at the time of disclosure by the other party or in the public domain other than as a result of a disclosure in breach of its obligations of confidentiality under this Agreement.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.
Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.
Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
Fees mean Subscription Fees.
Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trademarks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, including the Privacy Act 1988 (Cth) and any regulations, codes, policies or guidelines relating to the conduct of clinical trials, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Services or Platform.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.
Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
Payment Terms mean the requirement to make payment immediately on commencement of this Agreement and each subsequent Renewal Date
Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
Privacy Law means both the privacy laws in the state in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.
Privacy Policy means the privacy policy available on our Website as amended by us from time to time.
Platform means our cloud-based platform that we provide you with access to as part of the Services.
Receiving Party means the party receiving Confidential Information from the Disclosing Party.
Renewal Date means the day following the end of the then current Subscription Period.
Services means providing access to the Platform as well as our AI Product.
Subscription Fee means the price for the use of the Platform as set out on our Platform.
Subscription Period means the subscription intervals as set out on our Platform and if no other interval is provided the Subscription Period is one month.
Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Platform or stored by or generated by your use of our Platform, including any personal information collected, used, disclosed, stored, or otherwise handled in connection with our Platform. Your Data does not include any data or information that is generated as a result of your usage of our Platform that is a back end or internal output or an output otherwise generally not available to users of our Platform.
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