Terms of Service

Permission to use the services provided by [COMPANY LEGAL NAME] (ACN [ACN]) of [REGISTERED ADDRESS] (“we”, “us”, “our”) is conditional upon you agreeing to these Terms of Service (the “Terms”). Our services are only offered to you on condition that you read and accept all of the Terms. By clicking an acceptance button, creating an account, accessing or using the Services, you will be deemed to have accepted the Terms. If you do not wish to accept the Terms, you must not use the Services.

When we refer to “you”, “your” or “Customer”, we are referring to the individual, business or company that will be using our Services. The individual accepting these Terms on behalf of the Customer represents and warrants that they have full authority to bind the Customer to these Terms. We and you are collectively referred to as the “parties” and each as a “party”.

Our Services are the provision of our software to you as a service, as well as any technical support, as described on our website https://loomahealth.au. The software includes any technical specifications or configuration documentation (together the “Documentation”), updates, modifications and releases. The intended purpose of our Services is to assist healthcare practices with administrative and clinical workflow automation — including AI Document Assistance (document capture, classification, extraction and allocation), identity and account management, and Best Practice Premier integration via Halo Connect — as further described on the Website.

The start date of these Terms is the date we provide you with an account to access the Services. If the Services are provided to you for evaluation or on a free trial basis, the evaluation or free trial Services will be subject to these Terms, except that all warranties, technical support obligations, and other liabilities and obligations in relation to the evaluation and free trial Services are disclaimed by us and excluded to the extent permitted by law. We can terminate the evaluation or free trial at any time by giving you written notice.

From the start date and during the term, we will allow you to use and access the Services in accordance with these Terms.

We reserve the right to change or remove features of the Services from time to time and may do so in our sole discretion. We will give you reasonable advance notice of any material changes to the Services unless it is not reasonably practicable to do so. There may be an additional fee for some new services or features.

You acknowledge that AI-generated classifications, extractions and suggestions are drafts for staff review. Final filing into your electronic medical record and all clinical decisions remain your responsibility.

In consideration for payment of the fees for the Services (or, for a free trial, for the opportunity to evaluate the Services), we grant you a non-exclusive, non-transferable (except as otherwise permitted under these Terms), revocable, non-sublicensable licence to access and use the Services during the term, in accordance with the Documentation, these Terms and our intended purpose for the Services.

The licence permits access and use of the Services by the number of authorised users specified at the time of purchase or subscription, or if no number was specified, no more than one authorised user per account, within your tenant.

You must not and you must not permit any person to:

• Reverse engineer the software or Services
• Make any modifications to the software or Services
• Commercialise the software or Services, including by selling, lending or renting them
• Create any product or service based on the software or Services
• Transfer the software or Services to anyone else, including by sub-licensing or assigning them
• Reveal your account password to other users or allow use of your account by those who are not authorised users
• Try to get around any technical protection measures in the software and Services
• Continue to use or access the software or Services after your rights to use them have expired or been terminated
• Make any unauthorised copies of any copyrighted material owned or licensed by us
• Do any other thing that would be inconsistent with or breach our intellectual property rights in the software and Services
• Use the software or Services to do anything illegal
• Use the software or Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted
• Interfere with anyone else’s use of the software or Services
• Introduce malicious programs into our system
• Use the software or Services to carry out security breaches or disruptions of a network (including accessing data of which you are not the intended recipient)
• Use Medical Practice Information for any purpose other than lawful practice operations via the Services

During the term, we will provide technical support in accordance with any service levels set out on the Website, during the support hours set out on the Website, or if not specified, during AEST business hours. Contact: hello@loomahealth.au.

Intellectual property rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including business, company or trade names, domain names, patentable or patented material, computer software, circuit layouts, databases, source codes, goods, images, inventions, processes, copyright, design rights, know-how, trade marks and trade secrets), whether registered or unregistered, and whether created before, during the operation of this agreement, or after its expiry or termination.

You acknowledge and agree we own or hold all intellectual property rights in the software, Services and Documentation.

A party’s ownership of, or any right, title or interest in, any intellectual property rights in an item which exists prior to the start date (pre-existing material) will not be altered, transferred or assigned by virtue of these Terms.

You grant us a non-exclusive, royalty-free, non-transferable and revocable licence to use any feedback you provide as reasonably required for us to improve the Services.

We have the discretion (but not obligation) to terminate your access to and use of the Services if we determine that you have infringed our intellectual property rights or those of third parties.

“Customer Data” means information, data or content (including patient health information) you provide to us or allow us to access via the Services.

You grant to us permission to record, transmit, store, access, process and use Customer Data, but only for the limited purpose of supplying the Services, including to enable you to access and use the Services and to process documents via AI subprocessors as described in our Privacy Policy.

You represent and warrant that:

• The Customer Data is your sole and exclusive property, or you have secured all authorisations and rights to use the Customer Data as applicable, including by obtaining any required consent of your patients for their personal and medical information to be shared with us and used for the intended purpose, in accordance with all applicable privacy laws
• The Customer Data does not breach any relevant laws, regulations or codes
• The Customer Data does not infringe the intellectual property rights of any third party

You acknowledge and agree that:

• You have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. The Services rely on Customer Data as supplied by you. Except as required under applicable law, we do not assume any duty or obligation to correct or modify Customer Data
• Any collation, conversion and analysis of Customer Data performed as part of the Services may be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Customer Data. We are not liable for any such errors, omissions, delays or losses. You are responsible for adopting reasonable measures to limit the impact of such loss or error, including staff review before EMR filing
• We are not responsible for any corruption or loss of any Customer Data if such corruption or loss is due to an act or omission by you or your personnel (employees, contractors, officers and agents)

You and we both agree to comply with our respective obligations under applicable privacy laws in relation to personal information collected, used or disclosed in connection with the Services and these Terms.

Details on how we comply with privacy laws are available in our Privacy Policy on the Website. We reserve the right to amend our Privacy Policy as required from time to time. These Terms supplement and incorporate the Privacy Policy.

You warrant that you have obtained each of your patients’ informed consent (or have another lawful basis) for us to collect, process and store the personal information contained in the Customer Data for the intended purpose of the Services.

You must take all necessary steps to ensure that the personal information held or accessed by you in connection with these Terms is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure (a “Data Breach”). You must promptly give us written notice of any actual or suspected Data Breach and provide information, assistance and other cooperation as we reasonably request. We will take all reasonable steps to notify you in writing if we become aware of any actual, threatened or suspected Data Breach affecting your Customer Data.

“Confidential Information” means, in relation to a party, information that is by its nature confidential, is designated as confidential, or that the other party knows or ought reasonably to know is confidential, including any information relating to the financial affairs, assets or liability of a party, their personnel, plans, strategies, customers, suppliers, products, services and intellectual property rights.

Subject to the exceptions below, each party must (and must ensure that its personnel) keep confidential and not use or permit any unauthorised use of all Confidential Information.

This obligation does not apply where:

• The information is in, or comes into, the public domain (other than by a breach of this clause by the relevant party)
• The disclosure is required by law
• The disclosure is required in order to comply with these Terms, provided that the party disclosing the Confidential Information ensures the recipient complies with confidentiality obligations equivalent to this clause

Where fees apply, you must pay the fees for the Services in accordance with the pricing and billing terms set out on the Website or in your order form. Fees may be billed via Stripe or another payment processor we nominate. You authorise us (and our payment processor) to charge the payment method you provide.

Unless otherwise stated, fees are exclusive of GST. You are responsible for all applicable taxes. We may change fees on reasonable notice. Failure to pay fees when due may result in suspension or termination of access to the Services.

Free trial or evaluation use may be provided without charge for a limited period. At the end of a trial, continued use may require a paid subscription.

To the maximum extent permitted by law, the Services are provided on an “as is” and “as available” basis. We do not warrant that the Services will be uninterrupted, error-free, or free from harmful components, or that AI outputs will be accurate, complete or suitable for any particular clinical or billing decision.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law (Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted or modified by agreement.

Where our liability under a non-excludable guarantee cannot be excluded but can be limited, our liability is limited, at our option, to resupplying the Services or paying the cost of having the Services supplied again.

To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, data, goodwill or business opportunity, arising out of or in connection with the Services or these Terms, whether in contract, tort (including negligence), statute or otherwise.

To the maximum extent permitted by law, our aggregate liability to you arising out of or in connection with the Services or these Terms is limited to the fees paid by you to us for the Services in the twelve (12) months preceding the claim (or, if no fees have been paid, AUD $100).

You indemnify us and our officers, employees and contractors against any claims, loss, damage, cost or expense (including reasonable legal fees) arising out of or in connection with: (a) your Customer Data; (b) your breach of these Terms or applicable law (including privacy laws); (c) your use of the Services other than in accordance with these Terms and the Documentation; or (d) any claim by a patient or third party relating to your provision of healthcare or your handling of personal information.

These Terms commence on the start date and continue until terminated in accordance with this clause.

Either party may terminate these Terms by written notice if the other party materially breaches these Terms and fails to remedy the breach within thirty (30) days of written notice (or immediately if the breach is not reasonably capable of remedy).

We may suspend or terminate your access immediately if you fail to pay fees when due, if continued provision would breach law, or if your use poses a security or operational risk to the Services or other customers.

On termination or expiry: (a) your licence to use the Services ends; (b) you must cease accessing the Services; and (c) we will, on request within a reasonable period, provide you with a reasonable opportunity to export Customer Data then available in the Services, after which we may delete Customer Data in accordance with our Privacy Policy and retention practices, except where we are required to retain records by law.

Clauses that by their nature should survive termination (including intellectual property, confidentiality, privacy, warranties, liability, indemnity and governing law) will survive.

These Terms constitute the entire agreement between the parties in relation to the Services and supersede all prior negotiations, representations and agreements relating to that subject matter.

We may update these Terms by publishing a revised version on the Website. Material changes will be notified by a reasonable method (for example email or in-product notice). Continued use after the effective date of changes constitutes acceptance, except where consent is required by law.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be read down or severed to the extent necessary, and the remaining provisions will continue in full force.

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or successor in connection with a corporate reorganisation, merger or sale of assets.

A failure to enforce a right under these Terms is not a waiver of that right.

These Terms are governed by the laws of [STATE/TERRITORY], Australia. Each party submits to the exclusive jurisdiction of the courts of that place.

Questions about these Terms may be sent to hello@loomahealth.au.