Website Terms and Conditions of Use
About the Website
1.1. Welcome to www.corepractice.com.au (the 'Website'). The Website Dental Practice Management Software (the 'Services').
1.2. The Website is operated by Core Practice PTY LTD (ABN 26 600 744 045) ('Core Practice'). Access to and use of the Website, or any of its associated products or Services, is provided by Core Practice. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you are using, browsing and/or reading the Website on behalf of an entity, such as your employer, you acknowledge that your doing so binds that entity as well. If you do not agree with the Terms, you must cease usage of the Website, or any of the Services, immediately.
1.3. Core Practice reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Core Practice updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take effect from the next time you use, browse or read the Website. Before you continue, we recommend you keep a copy of the Terms for your records.
Acceptance of the Terms
You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Core Practice in the user interface.
Subscription to use the Services
3.1. In order to access the Services, you must first purchase a subscription through the Website (the 'Subscription') and pay the applicable fee for the selected Subscription (the 'Subscription Fee').
3.2. In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.
3.3. Once you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the Services (the 'Account').
3.4. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
- company name;
- an email address;
- preferred username;
- a mailing address;
- a telephone number;
- a password; and
- test option.
3.5. You warrant that any information you give to Core Practice in the course of completing the registration process will always be accurate, correct and up to date.
3.6. Once you have completed the registration process and if Core Practice has accepted your registration, you will be a registered member of the Website ('Member'). As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the 'Subscription Period'), subject to these Terms.
3.7. You may not use the Services and may not accept the Terms if:
- you are not of legal age to form a binding contract with Core Practice; or
- you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
Your obligations as a Member
4.1. As a Member, you agree to comply with the following:
- you will use the Services only for purposes that are permitted by:
- the Terms;
- any applicable law or regulation; or
- any generally accepted practices or guidelines in the relevant jurisdictions;
- you have the sole responsibility for protecting the confidentiality of your password and/or email address. You are responsible for all use of your password by any other person and such use may result in the immediate cancellation of the Services;
- any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Core Practice of any unauthorised use of your password or email address or any breach of security of which you have become aware;
- access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Core Practice providing the Services;
- you will not use the Services or the Website in connection with any commercial endeavours except for your internal business purposes in the operation of your dental practice, without the prior consent of Core Practice;
- you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members or other persons by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;
- you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services; and
- you acknowledge and agree that any automated use of the Website or its Services is prohibited.
5.1. You can make payment of the Subscription Fee by way of credit card payment through a third-party service provider (the 'Payment Gateway Service') subject to the specific terms and conditions under which the Payment Gateway Service is offered to you by that service provider. The Payment Gateway Service stores your credit card details, and can only use said card details to process your credit card payments for your Service on our behalf. We do not store your credit card details on our servers at any time. We provide an interface on our Website where our Payment Gateway Service provider can collect this information from you. Your details are not retained or used for any reason other than to process your credit card payments.
5.2. You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or the Subscription Fee is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.
5.3. You agree and acknowledge that Core Practice can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription Period.
5.4 If you, acting in good faith, dispute your obligation to pay the Subscription Fee:
- You must promptly give Core Practice notice of the dispute, including your reasons;
- the parties will follow the procedure in Clause 14 to resolve the dispute; and
- You must pay the undisputed portion of the Subscription Fees in accordance with clause 5.1.
5.5 You acknowledge that if you fail to pay any undisputed fees in accordance with this clause 5, Core Practice may do one or more of the following:
- suspend the supply of its Services to you; and
- charge interest at the annual rate of 2% above the prevailing base lending rate quoted by the Commonwealth Bank. Interest will accrue daily from the date payment became overdue, until the undisputed amounts are paid in full.
Billing and plan modifications
6.1. We accept credit card payments through our Payment Gateway Service. The account holder will receive a receipt upon each approved payment by our Payment Gateway Service. You therefore authorise the Payment Gateway Service to bill your credit card at the conclusion of the billing period. Billing will occur on a periodic basis until your Subscription to our Service ceases, and you further agree to pay any Subscription Fees so incurred. You agree to promptly update our Payment Gateway Service with any changes to your account (including but not limited to your billing address or credit card verification information) that may pertain to you.
6.2. If you elect to upgrade your Subscription by increasing the number of locations or increasing the number of practitioners (beyond the included 2 practitioners for each location) (deemed a “Subscription Upgrade”), any incremental Subscription Fee associated with said Subscription Upgrade will be charged pro rata over the remaining time of your Subscription Period. It will be charged to your account and due and payable at the end of your Subscription Period upon carrying out your Subscription Upgrade. In all future Subscription Periods, your Subscription Fees will reflect these Subscription Upgrades.
6.3. Refunds or credits for Subscription Fees or other fees or payments for a Subscription Upgrade will not be provided if you choose to downgrade your Subscription. Downgrading your Subscription may result in loss of content, features, or capacity of the Service; Core Practice does not accept liability for this loss.
Core Practice will only provide you with a refund of the Subscription Fee in the event Core Practice is unable to continue to provide the Services or if you lawfully terminate the contract evidenced by these Terms. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member.
Copyright and Intellectual Property
8.1. The Website, the Services, the material on the Website and all of the related products of Core Practice are subject to copyright and other intellectual property rights such as trade marks, designs, patents, circuit layouts, business and domain names, inventions and confidential information, and other results in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable (collectively, 'Intellectual Property Rights').
8.2 Unless otherwise indicated, all Intellectual Property Rights (including copyright) in the Services and the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website code, scripts, design elements and interactive features) are owned by or licensed to Core Practice.
8.3. Core Practice grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:
- use the Website pursuant to the Terms;
- copy and store the Website and the material contained in the Website in your device's cache memory; and
- print pages from the Website for your own personal and non-commercial use.
Core Practice does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Core Practice.
8.4. As between Core Practice and you, you own the data and information you upload to the Website or provide to Core Practice in the course of using the Website or the Services including patient data (collectively, 'Customer Data') and:
- you grant Core Practice a worldwide, non-exclusive, royalty-free licence to use the Customer Data for the purpose of performing the Services and operating the Website; and
- Core Practice will return the Customer Data to you in standard CSV format when the Terms expire or are terminated.
8.5. You may not, without the prior written permission of Core Practice and the permission of any other relevant rights owners, broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.
9.1 Right to collect, store, use and disclose information
- complete the Services to you and manage your Account;
- communicate with you about the Services which Core Practice or its partners or affiliates may provide to you;
- exercise its rights and obligations under the General Terms and any Contract; and
- comply with applicable Laws.
- You represent and warrant that You have made all necessary disclosures, and obtained all necessary consents, to make Personal Information available to Core Practice.
10.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded (together, 'Non-Excludable Guarantees').
10.2. Subject to this clause, and with the exception of any Non-Excludable Guarantees, all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded.
10.3. To the extent permitted by law, and subject to your rights in relation to a breach of any Non-Excludable Guarantees, Core Practice excludes all liability for loss or damage you might suffer as a result of any of the following:
- failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
- the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
- costs incurred as a result of you using the Website, the Services or any of the products of Core Practice; and
- the Services or operation in respect to links which are provided for your convenience.
Limitation of liability
11.1. Liability cap
Core Practice's total liability for any and all claims arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, is limited to the resupply of the Services to you.
11.2. Excluded Loss
To the extent permitted by law, You expressly understand and agree that Core Practice and its affiliates, employees, agents, contributors and licensors shall not be liable to you for any indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability, or for any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
Termination of Contract
12.1. The Terms will continue to apply until terminated by either you or by Core Practice as set out below.
12.2. Your rights to terminate:
Without limiting these Terms, you may terminate the Terms by:
- providing Core Practice with 30 days' notice of your intention to terminate; and
- closing your Account.
12.3. Core Practice's rights to suspend or terminate:
Without prejudicing its other rights under the Terms or at law, Core Practice may, suspend your access to the Website or the Services, cancel your membership and/or terminate the Terms with immediate effect if:
- you have breached any provision of the Terms and do not remedy that breach within 30 days after Core Practice has informed you to remedy the breach;
- Core Practice is required to do so by law;
- the provision of the Services to you by Core Practice is, in the reasonable opinion of Core Practice, no longer lawful, or your use of the Services is unlawful;
- you are bankrupt or insolvent, or appear likely to become bankrupt or insolvent; or
- in Core Practice’s reasonable opinion, you experience a materially adverse change in your credit standing.
Core Practice reserves the right to cancel and terminate any contract, in part or in whole, without penalty upon 30 days written notice to the Member. Any contract cancellation notice shall not relieve the Member of the obligation to pay all outstanding subscription fees issued prior to the effective date of cancellation.
12.4. Force majeure
If the performance of Core Practice's obligations of service is prevented, restricted or affected by Force Majeure for more than 60 days, either party may terminate these Terms and/or the Services without penalty.
In this clause 12.4, Force Majeure means a circumstance beyond the reasonable control of a party which results in that party being unable to observe or perform on time an obligation under the Terms or the Services. Such circumstances include acts of God, acts of war, acts of public enemies, civil commotion, malicious damage, sabotage and strikes.
13.1. You must indemnify and keep indemnified Core Practice, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
- all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) (collectively, 'Loss') incurred, suffered or arising out of or in connection with your content;
- your breach of the Terms,
provided that you will have no liability under this indemnity to the extent that Core Practice caused or contributed to the Loss.
If a party claims that a dispute ('Dispute') has arisen under or in connection with the Terms, that party must give written notice of the Dispute ('Dispute Notice') to the other party, detailing the nature of the dispute.
14.3. Resolution by parties
On receipt of that Dispute Notice by that other party, the parties must within 14 days of the Dispute Notice endeavour in good faith to meet and use their best endeavours to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
- If the Dispute is not resolved under clause 14.3 within 7 days (or such other period agreed between the Parties) after the date of the Dispute Notice, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;
- The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
- The mediation will be held in New South Wales, Australia; and
- If 14 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
- If the Dispute is not resolved under clause 14.4 within 60 days after the date of the Dispute Notice, either party may commence litigation proceedings.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
14.7 Parties' Obligations
Pending resolution of any Dispute, the parties must continue to perform their obligations without prejudice to their respective rights and remedies (except where such obligations are the subject of the Dispute).
This clause 14 will survive termination of this Agreement.
Governing Law and Jurisdiction
- in the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
- The Terms are governed by the laws of New South Wales, Australia. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If a provision in the Terms is wholly or partly void, illegal or unenforceable in any relevant jurisdiction, that provision or part must, to that extent, be treated as deleted from the Terms for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of the Terms.
Last Updated: 1 September 2019