PracSuite | Terms of Service

Terms of Service

Last Updated: 13 June 2025

1. Terms of Service

In these terms and conditions of service (Terms of Service) apply between Smartsoft Pty Ltd ACN 008 110 558 (Smartsoft, We, Our, Us and other similar terms) and You (Subscriber, You, Your and other similar terms) and Your use of the program known as PracSuite. These Terms of Service and the Purchaser Order (including a Direct Debit Request Form and SMS Credit Terms included or referenced in the Purchaser Order) form the entire contract with You in respect of PracSuite (Agreement). If there is any inconsistency between the Terms of Service and the Purchase Order, the relevant provision in the Purchase Order prevails. The Subscriber and Smartsoft are each a party to the Agreement and are together referred to as "Parties".

Our contact information is as follows:

Smartsoft Pty Ltd ACN 008 110 558

107 Flinders Street, Adelaide, SA, 5000

Phone: +61 8 8361 2666

businesscare@smartsoft.com.au

1.1 Acknowledgement

The Subscriber:

(a) agrees to access and use PracSuite for the Term and the number of End Users selected at the time of its subscription in the Purchase Order (or as permitted by these Terms of Service);

(b) acknowledges and agrees to have had sufficient opportunity to read and understand the terms and conditions contained in this Agreement and that the person that applied for a subscription with Smartsoft is legally able to bind the Subscriber to, and the Subscriber is bound by, the terms of this Agreement;

(c) acknowledges that these terms and conditions were brought to Your attention prior to accepting them;

(d) warrants that:

the information provided regarding its contact and business information is true and accurate in all respects; and
Smartsoft may contact You to confirm the information you provided us.

2. Definitions Used in These Terms of Service

In these Terms of Service, unless the context or subject matter requires otherwise:

Account means the user name and access credentials linked to an account authorised by the Subscriber that allows each of its End Users to access and use PracSuite.

ACL means the Australian Consumer Law, comprised in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Act means the Corporations Act 2001(Cth).

Agreement means the Agreement constituted by the Purchase Order (including a Direct Debit Request Form and SMS Credit Terms included or referenced in the Purchaser Order) and these Terms of Service.

Artificial Intelligence (AI) means computer systems or software capable of performing tasks requiring human intelligence, such as reasoning, learning, and decision-making. In PracSuite, AI assists in recording and managing clinical notes and letters using machine learning and natural language processing.

Business Day means:

(a) for receiving a Notice, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the Notice is received; and

(b) for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday in South Australia, Australia.

Change of Control means, in relation to the Subscriber, the person who Controls the Subscriber at the date when it enters into this Agreement subsequently ceasing to have Control during the Term.

Claim means, in relation to a party, a demand, threat, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent.

Client means a client, customer or patient of the Subscriber whose Data is added to PracSuite by an End User.

Control takes its meaning from section 50AA of the Act.

Commencement Date means the date that the Subscriber subscribed for a subscription to PracSuite for the current Term.

Confidential Information means:

(a) all information relating to the business of Smartsoft, methodologies, manuals, artwork, advertising manuals, trade secrets and all financial, accounting, marketing and technical information, customer and supplier lists, know-how, technology, operating procedures and other information used by or relating to Smartsoft and its transactions and affairs;

(b) all notes and reports incorporating or derived from information referred to in clause (a) and any copies of such notes; and

(c) which are not in the public domain, except because of the failure of a Party to comply with its obligations under any equitable obligation of confidence or obligation contained in this Agreement.

Content means Data, music, speech or other sounds, text, visual images (animated or otherwise) in any form, or in any combination of forms as defined in Schedule 7 of Broadcasting Services Act 1992 (Cth), including but not limited to, Data files, graphics images, messages, photographs, sounds, videos, written text and any other like materials.

Data means any information about Clients and other Data and information which the Subscriber authorises its End Users to input, upload, view and use in conjunction with PracSuite.

Data Breach means any unauthorised access to, unauthorised disclosure of, or loss of, Personal Information held by a Subscriber in PracSuite about its customers where the access, disclosure or loss is likely to result in serious harm to any of the individuals to whom the information relates.

Documentation means any user manual, support, guides and explanatory notes or memoranda provided in either electronic form within PracSuite as updated from time to time.

End User means a person authorised by the Subscriber to access and use PracSuite for the Term.

Chargeable End User means a class of End User (being practitioners rather than administrative staff) that the Subscriber agrees to pay an End User Fee in exchange for the right to access PracSuite.

End User Fee means the amount of money that the Subscriber agrees to pay Us per Chargeable End User to access PracSuite for the Term as advised to the Subscriber at the time the Subscriber agrees to or renews (as the case may be) this Agreement.

Fees mean the End User Fees and the Other Fees.

Force Majeure means an act of God, fire, lightning, explosions, flood or other natural disasters, subsidence, act of terrorism, insurrection, civil disorder or military operations, power or gas shortage, government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo, inability or delay in obtaining governmental or quasi-governmental approvals, consents, permits, licences or authorities, strikes, lock-outs or other industrial disputes of any kind and any other cause, whether similar or not to the foregoing, outside of the affected Party's control.

Intellectual Property means all industrial and intellectual property rights including, without limitation, patents, copyrights, right to extract information from databases, design rights, trade secrets, rights of confidence, and all forms of protection of a similar nature or a having similar effect to any of them which may subsist anywhere in the world (whether or not any of them are registered and including applications and the right to make applications for registration of any of them).

Liabilities or Liability means Claims, losses, damages, liabilities, costs (including legal Fees on a full indemnity basis) or expenses of any kind and however arising, including penalties, fines and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.

Notice means a notice, demand, consent or communication sent pursuant to a clause of these Terms of Service:

(a) that must be in writing and in English directed to the recipient's address for Notices specified in this Agreement;

(b) that must be hand delivered or sent by pre-paid post or emailed to the address specified, and if sent by email, the sender must include a read receipt notice that the recipient must acknowledge to provide receipt of the Notice;

(c) any Notice given in accordance with a provision of this Agreement takes effect when received and is taken to be received:

if hand delivered, on delivery;
if via email, that the message leaves the sender's computer, provided that day is a Business Day; if it isn't, then the following Business Day.

Other Fees means any fee other than the End User Fees payable by the Subscriber from time to time as disclosed to the Subscriber and available on our Website when the Subscriber agrees to or renews (as the case may be) this Agreement.

PracSuite means the cloud-based practice management system which Smartsoft provides to the Subscriber and its End Users to access and use under the terms and conditions of this Agreement.

Personal Information has the meaning given by the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth), as amended or replaced from time to time.

Privacy Laws mean all applicable mandatory privacy laws which regulate the disclosure, use and collection of personal information, including the Privacy Act and the Australian Privacy Principles.

Purchase Order means the purchaser order in respect of PracSuite, which We prepare and You accept, including by You accepting the same online.

Sensitive Information has the meaning given by the Privacy Act.

SMS Credit Terms means Our Online Terms and Conditions for Purchase of SMS Credits.

Subscriber means the person, company, partnership or other trading entity that has agreed to use PracSuite under this Terms of Service.

Term means the period of time during which the Subscriber obtains the right to access PracSuite under this Agreement, being the period commencing on the Commencement Date and ending at the expiration of the term selected at the time of subscription in the Purchaser Order, which will be on a monthly basis unless otherwise stated in the Purchase Order (unless terminated earlier in accordance with this Agreement).

Update means any modifications, new or revised versions of PracSuite required for Us to add new features, enhance existing functionality, operate more efficiently, or other necessary changes as determined by Smartsoft at Our sole discretion.

Website means the website located at the url: www.pracsuite.com, where the Subscriber and its End Users can access PracSuite.

3. Grant of Right to Access PracSuite

3.1 Commencement

The terms and conditions in this Agreement commence on the Commencement Date and continue for the Term unless terminated according to the terms and conditions contained herein and subject to clause 3.6.

3.2 Rights Granted

Smartsoft grants the Subscriber a:

(a) non-transferrable and non-exclusive; and

(b) limited,

licence for the Subscriber and its End Users to access and use PracSuite on the terms and conditions contained in this Agreement during the Term (Licence).

3.3 Minimum System Requirements

In order for PracSuite to function, End Users must have the following:

(a) a stable internet connection with one (1) Mb/s download and upload speed; and

(b) a web browser that We advise is suitable for End Users to use.

3.4 Use of PracSuite

(a) The Subscriber agrees:

to authorise its End Users to use PracSuite only for the purposes of its own business;
not to grant or otherwise, allow access or use of PracSuite to any person other than an End User;
to use the Documentation only for the purpose for which it is provided; and
to comply in all respects with its obligations contained in this Agreement.

3.5 Payment of Fees

(a) The Subscriber agrees to pay the Fees to Smartsoft in consideration for the agreed number of Chargeable End Users nominated at the Commencement Date.

(b) A pro-rata fee will apply if the Subscriber elects to increase the number of nominated Chargeable End Users during a Term.

(c) The Subscriber must pay Fees monthly in advance in the manner reasonably directed by Smartsoft from time to time. Subscription to PracSuite operates on a monthly billing cycle. Once a new billing month begins, the full monthly fee becomes payable and is non-refundable, regardless of whether the subscription is later cancelled partway through that month.
If the Subscriber starts a service partway through a month, they will be billed at the beginning of the next month. That first invoice will include a pro-rated charge for the partial month (based on the number of days remaining) and the full subscription fee for the upcoming month. Going forward, charges will be applied at the start of each billing cycle based on the number of Chargeable End Users as at the start of that month.

(d) We may, at our sole discretion, apply Fees on a pro-rata basis depending on the actual date, which is deemed to be the Commencement Date of this Agreement.

(e) If the Subscriber enables any PracSuite AI Artificial Intelligence functionality within PracSuite, such use is subject to additional terms and conditions, which are incorporated into this Agreement by reference and available at https://pracsuite.com/termsandconditionsai. By using any PracSuite AI features, the Subscriber agrees to be bound by those terms.

3.6 Renewal or Extension of the Term

After the expiry of the Term, the terms and conditions contained in this Agreement continue on a month-to-month basis subject to:

(a) the Subscriber's compliance with clause 3.5; and

(b) the applicable Fees will be, at the expiry of the Term and at the start of each following month, as set out at that time on Our Website (provided that We give the Subscriber at least 30 days notice of any change to the applicable Fees).

3.7 Cancellation

(a) The Subscriber may cancel its subscription at any time by providing Us with Notice of its intention to cancel.

(b) On cancellation, the Subscriber will retain access to its Account for the remainder of the Term, which has been paid in advance and (to the extent permitted by law) no refund will be provided for Fees already paid.

4. Use of Account

4.1 Security Obligations

(a) The Subscriber is responsible for:

ensuring that its End Users keep their Account information confidential;
ensuring that its End Users don't use false identifications when creating Accounts;
all activity that occurs on PracSuite, whether authorised or not; and
ensuring the accuracy of Data entered into PracSuite about its Clients.

4.2 Use of Account Information

The Subscriber warrants that its End Users are:

(a) responsible for ensuring that they are the only persons accessing PracSuite using its Account; and

(b) expressly prohibited from sharing its Account information with third parties; and

(c) responsible for ensuring that they allow the use of cookies whilst using PracSuite.

4.3 Backing up the Subscriber's Data

The Subscriber's Data held in PracSuite is backed up by Smartsoft at a minimum of once every 24 hours, with backups retained for a minimum of 31 but up to 60 days. PracSuite will not be responsible for any damage, loss, cost or expense incurred arising from or in relation to any destruction, damage or loss of, or failure to back up Data.

5. Rights in Relation to Intellectual Property

(a) The Subscriber and its End Users do not obtain any express or implied Intellectual Property rights in PracSuite beyond the right to access and use it during the Term.

(b) The Subscriber retains ownership of the Data and the Intellectual Property in the Content (if any) uploaded by its End Users to PracSuite. The Subscriber provides an irrevocable, royalty-free licence to Smartsoft to use the Data and Content for the purpose of operating PracSuite for the Subscriber.

6. Support and Maintenance

6.1 Support

(a) During the Term, We will provide reasonable levels of helpdesk and technical support in relation to the basic use and functionality of PracSuite by telephone, email, online chat and self-service knowledge base on our Website.

(b) The support We provide does not include the provision of general computing, hardware, software, internet connectivity, business, accounting or other advice.

(c) In our sole discretion, we may limit the time we spend responding to queries from You, regardless of the source of those queries. In particular, we may limit and/or terminate support services if You use or attempt to use support We provide in a manner that we consider in our sole discretion is inappropriate, abusive, excessive or which we suspect may be fraudulent, misleading or in breach of the law or this Agreement.

6.2 Scheduled Maintenance

(a) If it is necessary to interrupt the Subscriber's use of PracSuite, Smartsoft will endeavour to provide You with reasonable notice (where possible) of when it is anticipated that PracSuite will be unavailable.

(b) We reserve the right to Update PracSuite at Our sole discretion to include new functionality or for the purposes of improving its operation.

(c) The Subscriber agrees that Smartsoft is not liable for any loss, foreseeable or not, arising from any interruption to the Subscriber and its End Users' access to PracSuite.

7. Subscriber's Privacy Obligations

7.1 Obligations of Subscribers

The Subscriber acknowledges and agrees that the Subscriber operates a health service and deals with Sensitive Information. As such, the Subscriber acknowledges that:

(a) it must have its own privacy policy that complies in all respects with the Australian Privacy Principles and the Privacy Act and any foreign legislation that applies to it and which expressly provides for how Personal Information is collected, stored in and used and disclosed by or in conjunction with PracSuite;

(b) it has read and agrees to the terms of Smartsoft's Privacy Policy, contained on Our Website (as updated or replaced from time to time); and

(c) Smartsoft and/or the Subscriber may have obligations to report certain Data breaches in accordance with the Privacy Amendment (Notifiable Data Breaches) Act 2017 (Cth) (NDB Act), which amended the Privacy Act, including in respect of Data (such as Data) that both the Subscriber and Smartsoft holds.

7.2 Provision of Personal Information to Third Parties by Use of PracSuite

(a) Personal Information (including of Clients) entered into PracSuite by End Users may be disclosed, stored to and used by third parties in certain circumstances, including because of use, functionality and system integrations provided by PracSuite (External Disclosures). External Disclosures are as recorded in the Annexure.

(b) With respect to External Disclosures, You acknowledge and agree that:

as recorded in the Annexure, certain External Disclosures are to third parties located outside of Australia and in respect of the same Personal Information will be transferred to, held and/or used in countries outside of Australia;
some External Disclosures are made by You or the End Users actively using PracSuite functionality and integrations (these are identified as Active Disclosures in the Annexure);
some External Disclosures occur as part of the background operation of PracSuite without You or the End Users activating or directing the same (these are identified as Background Disclosures in the Annexure); and
by notice to You, We may update the Annexure from time to time.

(c) You will comply with all Privacy Laws in respect of External Disclosures, including in Your dealings with Clients.

You indemnify Us from any Claims arising from Your failure to comply with this clause 7.2(c).

7.3 Consent to be Obtained from Clients

The Subscriber agrees to obtain the Client's express consent prior to:

(a) sending Personal Information about that Client to any third party that PracSuite integrates with; or

(b) uploading Personal Information about that Client to PracSuite.

8. Use of Personal Information and Spam Obligations

8.1 Privacy Obligations

(a) The Subscriber agrees to comply with all Privacy Laws. The Subscriber must also ensure that the End Users comply with Privacy Laws in respect of the use by the End Users of PracSuite. You agree not to do anything which would cause Us to breach any Privacy Laws.

(b) Smartsoft agrees to comply with all Privacy Laws, including keeping all Personal Information secure and safe as required under such Privacy Laws.

8.2 Privacy Policy

The Subscriber acknowledges that Personal Data is stored, accessed and disclosed in PracSuite in accordance with Our Privacy Policy. The Privacy Policy, as amended from time to time, is available on the Website at www.pracsuite.com/privacy.

8.3 Consent to the Provision of Information to Third Parties

The Subscriber acknowledges that its contact details and those of its End Users may be provided to third parties for PracSuite to operate effectively, particularly because of approved third-party integrations.

8.4 Notifiable Data Breaches

The Subscriber and Smartsoft each acknowledge and agree to:

(a) notify each other immediately upon suspecting, or becoming aware of, any unauthorised access to or disclosure of Personal Information that is shared between or mutually held by them (including Data);

(b) meet as soon as practicable, and not later than within 30 days of the suspicion or knowledge arising, to mutually carry out a reasonable and expeditious assessment of whether there are reasonable grounds to believe that an "eligible Data breach" (within the meaning of the NDB Act) has occurred and if so, to determine and take the necessary assessment, remedial and reporting action in accordance with the NDB Act.

8.5 Spam Obligations

In using any SMS or email integration in PracSuite, You must comply with all applicable laws, including the Spam Act 2003 (Cth).

9. AI Generated Clinical Notes and Letters

9.1 Purpose of AI Functionality

The artificial intelligence (AI) functionality provided within the PracSuite is solely intended to assist in the administrative tasks of generating draft clinical notes based on consultations recorded by you, and drafting letters such as referral letters and notes to patients (collectively, "Documents"). These Documents are created using AI technologies.

9.2 End User Responsibilities

(a) Review and Verification You acknowledge and agree that any Documents generated by the AI functionality are drafts and require your thorough review and verification. It is your responsibility to ensure the accuracy, completeness, and appropriateness of these Documents before relying on them for any clinical, health or medical purpose.

(b) Independent Judgment You must exercise your own professional judgment in verifying the information contained in the Documents. Under no circumstances should the Documents be considered as a substitute for your professional judgment, diagnosis, or treatment of patients.

(c) Compliance with Legal and Professional Standards You are responsible for ensuring that your use of the AI functionality and the resulting Documents comply with all applicable laws, regulations, and professional standards related to clinical, health or medical practice and patient care.

9.3 Limitations and Disclaimers

(a) No Clinical, Health or Medical Advice The AI functionality does not provide clinical, health or medical advice, diagnosis, or treatment. PracSuite and its AI features are provided solely as tools to assist with administrative tasks and do not replace professional clinical, health or medical advice or judgment.

(b) Accuracy of AI Generated Documents We do not guarantee the accuracy, reliability, or completeness of the Documents generated by the AI functionality. You acknowledge and agree that it is your responsibility to review and, if necessary, correct the Documents before using them in any professional capacity.

9.4 User Training and Competence

You acknowledge and agree that you have the necessary training, qualifications, and competence to review and verify the Documents generated by the AI functionality. You are responsible for ensuring that all individuals using the AI functionality on your behalf are adequately trained and competent to do so.

10. Express Prohibitions on Use

(a) The Subscriber must not and must procure that the End Users do not:

represent that they are associated with or otherwise endorsed by Smartsoft other than to state that they subscribe to PracSuite;
pass themselves off as the owner of PracSuite;
include third-party advertising of any kind;
upload any material which they are not authorised to upload and use, including because they do not have permission from the copyright owner;
use PracSuite in any way that could damage the reputation of Smartsoft, its goodwill or other rights enjoyed;
permit any third Party to obtain access to PracSuite or the Documentation by sharing account information or otherwise;
reproduce, make error corrections to or otherwise modify or adapt the Intellectual Property in PracSuite or create any derivative works based on PracSuite or the Documentation;
harvest, scrape or otherwise collect information about others from PracSuite, including names and email addresses;
"frame" or "mirror" any Content from PracSuite on any other website or server;
probe, scan or test the vulnerability of PracSuite or any website associated with it, or breach the security or authentication measures provided;
forge headers or otherwise manipulate identifiers to disguise the origin of any message or transmittal you send on or using PracSuite; or
decompile, disassemble, decrypt, or otherwise reverse engineer PracSuite or provide access to any third party for the purpose of doing so;
store Data that is unlawful, harmful, defamatory, obscene, profane, discriminating, harassing, threatening, infringing of intellectual property, invasive of privacy rights, prohibited by law or otherwise objectionable to Clients;
transfer, sublicense, rent, lease, lend, license or otherwise transfer or assign the Intellectual Property in PracSuite; and
modify or remove any copyright or proprietary notices included on PracSuite.

(b) The Subscriber agrees that doing any of the above acts is a breach of an essential term of this Agreement which may result in termination in accordance with clause 14.

11. Warranties

(a) The Subscriber warrants that:

it has subscribed to PracSuite at its own discretion and risk; and
it understands that its access to PracSuite may be changed or interrupted from time to time for reasons beyond Our control; and
it will use PracSuite strictly in accordance with any guidelines or recommendations We provide; and
it has made its own investigations into the suitability of PracSuite and is not relying on any representation not expressly made by Smartsoft.

(b) No advice or information, whether oral or written, obtained from Smartsoft in relation to PracSuite creates any warranty not expressly stated herein.

12. Limitation of Liability

12.1 Disclaimer of Warranties

(a) To the maximum extent permitted by law, Smartsoft disclaims all warranties in relation to PracSuite and the services it provides not expressly made and incorporated into this Agreement.

(b) Without limiting the generality of clause 12.1(a), we make no warranty that:

PracSuite will meet Your exact requirements, even if You have provided Your requirements to Us prior to entering into the Agreement;
PracSuite will be completely error-free, and any errors that may exist or may come to exist will be able to be rectified in a period of time that suits the Subscriber;
the performance of PracSuite will meet Your exact expectations; or
Smartsoft will achieve any stated uptime goal during any calendar year or other period.

12.2 Exclusion of Liability

(a) Subject to Claims under clause 12.2(b), Smartsoft's total capped cumulative Liability to You for all Claims arising under or in connection with an Agreement (whether the Claim is in contract, negligence or otherwise) is capped the total End User Fees for the PracSuite subscription You have paid to Us in the twelve (12) month period before you make the Claim. You agree that if this clause was not included, then either (a) the terms on which We would have agreed to provide PracSuite and related services would have been substantially different (including an increase in price), or (b) We may have decided not to grant You the Licence.

(b) To the extent permitted by law, where Smartsoft becomes liable to the Subscriber in any manner for any breach of any condition or warranty expressed or implied in relation to the supply of goods or services to the Subscriber (including a condition or warranty implied by any law including by the ACL), Smartsoft's liability will be limited, at Smartsoft's sole discretion to either:

in relation to the supply of goods:
- the replacement of the goods or the supply of equivalent goods;
- the repair of the goods;
- the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired; and

in relation to the supply of services:
- the supplying of the services again; or
- the payment of the cost of having the services supplied again.

12.3 Exclusion of Consequential Losses

(a) To the extent permitted by law, We will not be liable to You for any economic loss, consequential, contingent, special or indirect damages (including resulting from the loss of business, revenue or profit) with respect to Claims (including third party claims) arising (i) under or in connection with this Agreement, the Licence, other supplies of services or goods to You, (ii) You and Your End User's use of PracSuite, (iii) from any act or omission by Us in performing this Agreement, for a breach of contract, for negligence or under any other theory of law (even if the risk of such loss or damage was known to Us or You), (iv) from any inaccurate or incorrect information provided about PracSuite, (v) any failure or delay including, but not limited to, the use or inability to use PracSuite, or (vi) any interference with or damage to the Subscriber's or its individual End Users' computers or access devices which occurs in connection with use of PracSuite.

(b) Nothing in this Agreement attempts to limit or exclude the liability of Smartsoft in compliance with section 64 of the ACL.

12.4 ACL

This clause applies in respect of any supply made by Us to You, where You are a "consumer" within the meaning of section 3(1) of the ACL, and we have made any warranty to you in respect of PracSuite or otherwise under or in connection with any supplies made or to be made by Us under this Agreement. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled: (a) to cancel your contract with Us and (b) to a refund for the unused portion or compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you, are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or services.

13. Indemnity

(a) The Subscriber indemnifies, and must keep indemnified, Smartsoft and Our employees, officers and agents against any actions, liability, claim, loss, damage, proceeding, expense (including legal costs) suffered or incurred by Smartsoft arising from or in connection with, either directly or indirectly, the Subscriber's breach of any of its obligations contained in this Agreement, including, but not limited to, the making of a warranty claim that is inaccurate or incomplete or a breach of clause 7.

(b) The Subscriber indemnifies, defends and holds harmless Smartsoft in respect of Claims and Liabilities in connection with:

any breach of a provision of this Agreement by the Subscriber or its End Users;
the Subscriber and its individual End Users' use of PracSuite, including any negligent acts or omissions; or
the Subscriber or its End Users' use of PracSuite, including any third party Claims made in connection with, or arising out of, the Subscriber's use of PracSuite.

14. Termination

14.1 Termination by Smartsoft

Smartsoft may terminate this Agreement by written notice to the Subscriber if:

(a) it no longer has the right to provide PracSuite for any reason whatsoever;

(b) the Subscriber commits or suffers a breach of a term of this Agreement:

which is not capable of being remedied, after first notifying the Subscriber of such breach; or
which may be capable of remedy, if the Subscriber fails to remedy that breach within fourteen (14) days of receipt of notice from Smartsoft requiring it to do so; or

(c) it is notified, after having made reasonable inquiries, that the Subscriber;

is reverse engineering or otherwise creating derivative works based on the Intellectual Property contained in PracSuite; or
is attempting to circumvent any technological protection measure which limits the Subscriber's individual End Users' ability to access multiple instances of PracSuite.

(d) the Subscriber sells its business or enters into a Change of Control transaction and has not sought to change the registration details of the Subscriber and paid the appropriate Fee;

(e) the Subscriber is using PracSuite for a purpose other than what it was designed for and is consuming resources well above what is considered normal or usual in breach of Our Fair Use Policy as contained in clause 15; or

(f) the Subscriber if (i) company - becomes a Chapter 5 body corporate or otherwise insolvent, or (ii) a person - becomes an insolvent under administration or bankrupt (bold words have the meaning given in the Corporations Act 2001). Where the Corporations Act 2001 stay Our right to terminate under this clause We may suspend the performance of Our obligations under this Agreement unless and until We are satisfied You are able to fully perform Your obligations (including payment obligations) under this Agreement.

14.2 Termination for Non-Payment

The payment of Fees is an essential term of this Agreement. Notwithstanding any other term of this Agreement, We may immediately terminate this Agreement if any Fee remains outstanding fourteen (14) days after its due date (whether or not We have given written notice of the outstanding Fee).

14.3 Actions Upon Termination or Expiry of the Term

On termination of this Agreement for any reason (including by expiration of the Term):

(a) the Licence ends, and the Subscriber and its End Users must stop accessing and using PracSuite within seven (7) days;

(b) the Subscriber and the End User must return or destroy all copies of the Documentation if it is provided separately with PracSuite;

(c) the Subscriber agrees that the balance of any prepaid Fee for a Term which has not expired is forfeited (but only where this Agreement is terminated due to the Subscriber's breach or default); and

(d) Smartsoft will delete the Subscriber's Data from the PracSuite system, without further notice to the Subscriber, between 31 and 90 days from the date of termination.

(e) If the Subscriber wishes to extract their Data from PracSuite following the expiry or termination of their subscription, they must notify Smartsoft in writing within seven (7) days of the effective date of expiry or termination. Smartsoft will provide reasonable assistance with the Data extraction, provided the Subscriber is in good standing, meaning all Fees and any other amounts owing under this Agreement or any related arrangement have been paid in full. Smartsoft may charge a reasonable fee for this assistance and may require a reasonable period of time to complete the process. After the 7-day period, Data extraction may no longer be possible due to subscription decommissioning, system cleanup, Data retention limits, or other processes triggered upon termination of the service.

14.4 Notices and Other Communications

(a) For all correspondence, including Notices in relation to this Agreement, the Subscriber is to contact Smartsoft at the address at the start of this Agreement.

(b) Smartsoft will contact the Subscriber via the contact details it has retained in its records if required.

14.5 Termination by the Subscriber

You may terminate the Agreement by written notice to Smartsoft if:

(a) Smartsoft commits a material breach of this Agreement which (i) is not capable of being remedied after first notifying Smartsoft of such breach, or (ii) which may be capable of remedy if Smartsoft fails to remedy that breach within 21 days of receipt of notice from You requiring Us to do so; or

(b) Smartsoft becomes a Chapter 5 body corporate (the bold term has the meaning given in the Corporations Act 2001).

15. Fair Use Policy

15.1 Fair Use by Subscriber

(a) While Smartsoft does not impose limitations on access and use of PracSuite, We reserve the right to place technical limits on the use of Data in order to maintain serviceability, availability and performance for all End Users. In addition, Smartsoft may from time to time, set a limit on the amount of Data Smartsoft stores for the Subscriber. Where the Subscriber exceeds such Data storage limit the Subscriber must either reduce the Data stored by Smartsoft or pay Smartsoft a fee for such additional Data storage (which such additional fee will be as fixed by Smartsoft acting reasonably).

(b) Where We impose a limitation on the Subscriber's access to PracSuite under pursuant to this clause, We will endeavour to provide the Subscriber with reasonable notice (where possible) of any limitations imposed.

16. End Users

(a) Subscriber's Obligation in Respect of End Users - Any acts or omissions of any End User will be deemed to be acts or omissions by You in respect of this Agreement and the Subscriber must procure that End Users comply with obligations in this Agreement as to the use of PracSuite.

(b) Direct Obligations of End Users - each End User that accepts these Terms of Service must comply with each obligation of an End User as set out in these Terms of Service and not do anything which would if done by the Subscriber, constitute a breach of these Terms of Service by the Subscriber.

17. Miscellaneous Provisions

(a) Access to PracSuite from Outside the Jurisdiction - No representation or warranty is made that the PracSuite complies with the laws of any country outside of Australia unless set out in the Purchase Order or otherwise agreed between Smartsoft and You in writing.

(b) Cooperation with Law Enforcement - Smartsoft will cooperate with law enforcement agencies when required to do so by an authority of competent and recognised jurisdiction in relation to Data held in PracSuite about Clients.

(c) Event of Force Majeure - A Party who is prevented from performing any obligation under this Agreement (except an obligation to pay an amount of money) by the occurrence of an Event of Force Majeure is excused from the performance of any such obligation until they are no longer affected by the Event of Force Majeure.

(d) Approvals and Consents - Except where this Agreement expressly states otherwise, a Party may, at its discretion, give conditionally or unconditionally or withhold any approval or consent under this Agreement.

(e) Assignment - We may assign Our rights and obligations under this Agreement by notifying the Subscriber of such an assignment. The Subscriber may not assign its rights under this Agreement without Our prior written consent, which may be granted or withheld at Our complete discretion and, if granted, may be subject to conditions.

(f) Entire Agreement - The Purchase Order and these Terms of Service contain the entire Agreement between the Parties in connection with its subject matter and supersede all previous Agreements and understandings except as otherwise provided herein.

(g) Further Assurances - Each Party must do anything (including executing any document) and must ensure that its Personnel do anything (including executing any document) the other Party may reasonably require to give full effect to this Agreement.

(h) Governing Law and Jurisdiction - This Agreement is governed by the laws of South Australia, Australia and each Party irrevocably submits to the non-exclusive jurisdiction of the Courts of that state.

(i) Severance - If anything in this Agreement is unenforceable, illegal or void, then it is severed, and the rest of this Agreement remains in full force and effect.

(j) Survival - Any clause which is expressed to survive, or which by its nature is intended to survive termination of this Agreement, survives termination.

(k) Variation - Smartsoft may vary these Terms of Service from time to time at Our discretion, provided that no variation will be effective unless at least thirty (30) days written notice of the variation has been given to the Subscriber. Any variations will only apply where You elect to continue to use PracSuite and Our services, after receiving at least thirty (30) days written notice of the variation.

(l) Waiver - A Party's failure or delay to exercise a power or right does not operate as a waiver of that power or right, and a waiver is not effective unless it is in writing and signed by the Party giving it.

(m) Modern Slavery - If the Subscriber is required to comply with the Modern Slavery Act 2018 (Cth), We warrant that We will (i) comply with all applicable laws including, the Modern Slavery Act 2018 (Cth), (ii) take all reasonable steps to ensure We have adequate procedures in place to identify, prevent, assess and address risks of modern slavery practices in Our operations and supply chains in respect of the provision of the Services under this Agreement, and (iii) not engage in any modern slavery practices.

Annexure - External Disclosures

Active Disclosures:

Third Party	Functionality	Location Disclosed, Stored or Used
Google Gmail	Email	International
Health Engine	Online Booking	Australia
HubSpot	Email Marketing	USA
MailChimp	Email Marketing	USA
Microsoft Outlook	Email	International
Microsoft Teams	Video Conferencing	International
Physitrack	Exercise Prescriptions	Australia, New Zealand, United Kingdom, Ireland, Canada, USA, Singapore
Stripe	Online Payments	Australia, USA
Tyro Health	Tyro EFTPOS terminal integration, Health Fund claiming, Medicare Easyclaim, Digital Claiming and Online Payments	Australia
Vald	Excercise Prescriptions	Australia, USA, Netherlands
Xero	Accounting	International
Zoom	Video Conferencing	Australia, USA

Background Disclosures:

Third Party	Functionality	Location Disclosed, Stored or Used
Amazon Web Services (AWS)	Cloud Hosting, Voice Transcription, Large Language Models (AI)	Australia
Google	Maps, Address Validation, Captcha	International
Intercom	Live chat support and knowledge base	USA
Message Media	SMS Aggregator	Australia
OpenAI	Voice Transcription, Large Language Models (AI)	Australia, USA
Pubnub	Push Messaging, Chat Messaging	Australia, USA
Sparkpost	Email	USA