Terms and Conditions

1.1         HealthPass is the exclusive licensee of the Service, and HealthPass has agreed to sub-license the Service to the Customer on the terms of the Agreement.

1.2         Part A (Schedule) and Part B (Terms and Conditions) constitute the agreement for the supply of the Service (Agreement). If there is any inconsistency or discrepancy between the terms of Parts A and B, Part A applies and takes precedence (including Special Conditions).     

1.1         Additional Fees means the additional fees specified in the Schedule that are applicable to the Customer’s use of the Service.

1.2         AHPRA means the Australian Health Practitioner Regulation Agency ABN 78 685 433 429 of 111 Bourke Street, Melbourne, Victoria 3000.

1.3         AHPRA Data means AHPRA’s health practitioner registration data incorporated in the Service (data contained in the National Registers, or held in AHPRA’s records, that is accessible via the Software Platform)

1.4         Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

1.5         Customer means the customer named in the Schedule.

1.6         Customer Data means all the Customer Documents and all other information submitted by the Customer to and stored as part of the Service, hosting, application management and/or other managed services performed by HealthPass or its suppliers to process such information.

1.7         Customer Documents means documents uploaded by End Users as part of the Customer's use of the Service, excluding blank hospital / clinic / client credentialing documents

1.8         Customer Licensed Third-Party Product means any software, system or service that is not part of the service and is licensed, subscribed to or otherwise provided directly to the customer by a third part, including any customer relationship management, applicant tracking or workforce management system.

1.9         Customisation means a custom code modification to the Service, or other product feature that is not available to all customers immediately prior to the Term commencing.

1.10       End-User means the Customer's end user of the Service.

1.11       HealthPass means F2F Australasia Pty Ltd ACN 652 187 892 trading as HealthPass.

1.12       Implementation Fee means the initial fee charged by HealthPass for the implementation of the Service for the Customer as specified in the Schedule.

1.13       Initial Service Term means the initial service term specified in the Schedule.

1.14       Law means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time, the common law and equity, and any binding industry codes of conduct, each to the extent applicable to the Agreement.

1.15       Learning Modules means any online learning, training, educational modules, courses, materials or content made available by HealthPass to End Users through the service, including content relating to compliance, regulatory awareness or industry standards.

1.16       Non-Supported Worksite means a host client worksite, such as a hospital, that is not integrated and supported by the Service on the date the Customer requests the use of the Service for that host client worksite.

1.17       Non-Supported Stream means a recruitment staffing service that is not integrated and supported by the Service on the date the Customer requests the use of the Service for that recruitment staffing service.

1.18       Organisation Size means the total number of employees or contractors of the Customer, excluding End-Users.

1.19       Permitted Purpose means to use the AHPRA Data as part of the Service.

1.20       Pilot Period means the period specified in the Schedule as the 'pilot period'.

1.21       Privacy Act means the Privacy Act 1988 (Cth).

1.22       Privacy Law means the Law related to the protection of Personal Information, including the Privacy Act, the Australian Privacy Principles under the Privacy Act and any other Laws relating to privacy, data protection and communication, surveillance, direct marketing or the handling of Personal Information (as defined in the Privacy Act) or data with which either party is legally bound to comply, as amended or replaced from time to time.

1.23       Related Entity has the meaning given in the Corporations Act 2001 (Cth).

1.24       Service means the provision of HealthPass on a software-as-a-service basis and delivered within a web browser, desktop application, mobile application, or another format.

1.25       Schedule means Part A: Schedule.

1.26       Small Business means the Customer employs fewer than 100 persons or had an annual turnover, in the Customer’s last income year that ended at or before the time the Agreement is made, of less than AUD$10 million in accordance with the definition of ‘small business contract’ in sections 23(4) and (5) of the Australian Consumer Law.

1.27       Special Condition means a special condition specified in the Schedule.

1.28       Subscription Fees means the ongoing fees charged for the use of the Service during the Term as specified in the Schedule.

1.29       Term means the Initial Service Term.

1.30       Terms and Conditions means Part B: Terms and Conditions.

1.1         In consideration of the Subscription Fees, HealthPass grants to the Customer and its affiliates a non-exclusive, non-transferable, non-sublicensable license to use the Service during the Term (or such shorter period where the Agreement is terminated earlier under clause 8).

1.2         All fees and charges are in Australian Dollars unless otherwise agreed in writing with the Customer.

1.3         In accessing and using the Service, the Customer agrees that it will not:

(a)          use the Service to store or transmit infringing, defamatory or unlawful material, or use the Service in violation of any third-party rights; or

(b)          assist or encourage a third party to attempt to gain unauthorised access to the Service, including an unauthorised Related Entity.

1.4         Subject to the Australian Consumer Law, neither HealthPass nor its suppliers, subcontractors or agents represent or warrant:

(a)          that the Service be uninterrupted or error-free or meet the Customer's requirements or needs; or

(b)          that any files available for downloading through the Service, including any downloadable report that outlines the key details and personal information of End Users, will be free of infection or viruses, worms, trojan horses or other code that manifests contaminating or destructive properties, whole or in part.

1.5         The Customer and its affiliates has no right to copy, adapt, reverse engineer, decompile, disassemble or modify the Service. The Customer is not allowed to grant sub-licences of the Service.

1.6         HealthPass will use its reasonable efforts to make the Service available during all normal business hours, subject to any planned downtime in the Service for maintenance or other administrative reasons. HealthPass will not be responsible for Service unavailability or downtime beyond its reasonable control. 

1.7         If an End User reports HealthPass email communications as spam, HealthPass may suspend or disable email notifications to the Customer and all End Users to maintain platform compliance.

1.1         HealthPass does not charge extra costs when the Service is used reasonably and normally. When HealthPass, acting reasonably, determines that the Customer’s use of the Service is excessive, it will contact the Customer to discuss the situation and potential alternatives. In some cases, HealthPass may, acting reasonably, limit the Customer’s use of the Service (e.g., access to support, available storage, bandwidth, database usage, API usage, or allowed emails) or increase the Subscription Fees with prior notification to the Customer.

1.2         Where the Customer makes a support request for a purported issue with the Service, and after actioning the request HealthPass determines the issue relates to a third-party product used by the Customer that is not part of the Service (such as a CRM that connects to HealthPass), HealthPass reserves the right to charge for the cost of researching, debugging and/or resolving the issue on an hourly basis.

Restricted use of AHPRA Data

1.1         In using AHPRA Data, the Customer must:

(a)          comply with all applicable Laws in respect of its use of the AHPRA Data; and

(b)          use the AHPRA Data in accordance with applicable Privacy Law and any procedures or privacy policies made available by HealthPass from time to time (including as required by AHPRA); and

(c)          refrain from doing any of the following:

(i)           providing the AHPRA Data to any other person;

(ii)          aggregating AHPRA Data on behalf of third parties;

(iii)         commercialising by selling or otherwise deriving any financial benefit from the AHPRA Data;

(iv)         using the AHPRA Data for any purpose other than the Permitted Purpose; and

(v)          purporting to sell, let for hire, assign rights in, or otherwise dispose of, the AHPRA Data (including by so dealing with the Service containing the AHPRA Data).

AHPRA Data is confidential

1.2         The Customer must keep all AHPRA Data confidential except:

(a)          to the extent it is necessary to disclose the AHPRA Data to a third party for the Permitted Purpose;

(b)          to the extent (if any) the Customer is required to disclose any AHPRA Data by Law; or

(c)          where HealthPass has obtained AHPRA’s prior written consent to the disclosure.

1.3         The Customer may only disclose the AHPRA Data in the circumstances permitted by clause 1.2 to persons who:

(a)          have a need to know for a purpose specified in clause 1.2  (and then only to the extent that each needs to know); and

(b)          before disclosure:

(i)           in the case of the Customer's officers and employees, have been directed by the Customer to keep all AHPRA Data confidential; and

(ii)          in the case of other persons, have agreed in writing with the Customer to comply with substantially the same obligations in respect of the AHPRA Data as those imposed on the Customer under this clause Error! Reference source not found. (each a Direction).

Further Customer acknowledgements

1.4         The Customer must:

(a)          ensure that each person to whom it discloses the AHPRA Data under this clause Error! Reference source not found. complies with its Direction; and

(b)          notify HealthPass of any suspected or actual breach of a Direction and take all reasonable steps to prevent or stop it.

1.5         The Customer acknowledges that:

(a)          the AHPRA Data is provided on an 'as is' basis;

(b)          neither HealthPass nor AHPRA guarantees the accuracy of AHPRA Data;

(c)          neither HealthPass nor AHPRA is responsible for any action taken by the Customer in reliance on AHPRA Data;

(d)          any act or omission of the Customer that is based on AHPRA Data is at the Customer's own risk;

(e)          to the extent permitted by Law, neither HealthPass nor AHPRA accepts any liability for loss arising out of, or connected with, Customer's use of the AHPRA Data; and

(f)           HealthPass does not warrant that the Customer’s access to AHPRA Data will be uninterrupted or error-free. HealthPass does not control or have liability for AHPRA Data, and is not liable for delays, failures, or problems inherent in the use of AHPRA Data or associated AHPRA systems.

1.6         HealthPass holds AHPRA’s rights under the Agreement on trust for the benefit of AHPRA.

1.1         The Customer will enter into a direct contract with End Users. HealthPass is not a party to this contract and has no relationship with End Users.

1.2         HealthPass must not share any Customer Data with a Related Entity or a third party, including another customer of the Service, without the prior approval of the Customer.

1.3         HealthPass must not share the personal information of any End User with a Related Entity or a third party, including another customer of the Service, without the prior approval of the End User.

1.4         When the Customer uses the Service to invite an End User to commence a registration, a unique link will be sent via email and / or text message to the End User (Registration Link) at the email address the user inputs into the Service. It is the Customer's responsibility to ensure the End User is aware that the link will be sent to them.

1.5         An End User will only be granted access to the Service once they verify their identity, which may include using multi-factor authentication.

1.6         HealthPass is not responsible for and has no control over the creation or publication of content and disclaims all liability for any data or documentation inputted or uploaded by an End User.

1.7         HealthPass cannot verify any information provided by an End User, including any electronic or digital signature used by an End User. If the End User provides incorrect information, it will be the Customer's responsibility to correct those details.

1.8         Subject to clauses 14.5 and 14.6 and other than to the extent of HealthPass’s negligent or wilful act or omission, HealthPass will not be liable to the Customer for any decision made or action taken by the Customer in reliance on any information contained in or omitted from the Service, including any information provided by End Users and the method by which they provide this information.

1.9         HealthPass assumes no responsibility for communications between the Customer and any End User.

1.1         HealthPass may make learning modules available to End Users at the request of the Customer.

1.2         The Learning Modules are provided for general information and educational purposes only. They do not constitute, and must not be replied upon as, professional advice, legal advice, medical advice or regulatory advice.

1.3         HealthPass does not represent or warrant that the Learning Modules:

(a)          are tailored to the specific circumstances, obligations or risks of the Customer or any End User;

(b)          reflect all current or future legal, regulatory or compliance requirements applicable to the Customer, End Users or their activities; or

(c)          will ensure compliance with any Law, policy, code of conduct or regulatory obligation.

1.4         The Customer acknowledges and agrees that:

(a)          It remains solely responsible for determining its own legal, regulatory and compliance obligations and for obtaining independent professional advise as required;

(b)          any reliance on the Learning Modules by the Customer or an End User is at their own risk; and

(c)          completion of any Learning Modules does not create any certification, accreditation, assurance of competence or compliance, unless expressly stated otherwise in writing by HealthPass.

1.5         To the extent permitted by Law, HealthPass excludes all liability for any loss, damage or claim arising from or in connection with the user of, or reliance on, the Learning Modules, except to the extent caused by HealthPass’s negligence or wilful misconduct.

Initial term and renewals

1.1         This Agreement is for the Initial Service Term specified in the Schedule.  

1.2         Upon expiration of the Initial Service Term, the Agreement can be terminated by either party giving 30 days’ written notice.

Termination or suspension of Service

1.3         In addition to any other remedies it may have:

(a)          either party may terminate the Agreement immediately by written notice if the other party commits a material breach of the Agreement and (if capable of remedy) fails to remedy the breach within 14 days after receiving written notice of the breach thereof, identifying the breach in reasonable detail and expressing the date on which the Agreement will be terminated if not remedied; and

(b)          HealthPass may terminate the Agreement immediately by written notice if an undisputed amount the Customer owes under the Agreement is more than 30 days overdue.

1.4         HealthPass may withhold or suspend Service where the Customer is more than seven days overdue with payment of any undisputed amounts under the Agreement. The withholding or suspension of the Service will remain in effect until the undisputed amounts are paid. The provisions of this clause are without prejudice to HealthPass’s other rights, and it will not be obliged to withhold or suspend Service before termination under clause 8.3.

1.5         The Customer will be liable to pay the Subscription Fees up to and including the last day on which the Service is provided (based on the 30-day termination clause). If Service unavailability triggers termination, the Subscription Fees will be prorated to the date the Service was last available.

Post Termination

1.6         The Customer's right to use the Service ends upon the effective date of expiration or termination of the Term. Except as otherwise required by Law, HealthPass may delete or destroy all copies of the Customer Data following termination.

1.7         All sections of the Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

1.1         The Customer acknowledges and accepts that it is the Customer's sole responsibility to ensure that:

(a)          it does not reverse compile, disassemble, remove, release, disclose, reveal, copy, extract, modify or otherwise reverse engineer all or any part of the Service or any software, documentation or data related to the Service; and

(b)          it and its employees, officers, agents and contractors will comply with HealthPass' policies that apply to the use of the services, including its acceptable use policy and all applicable Laws.

1.2         The Customer will obtain and maintain any equipment and ancillary services needed to connect to, access or otherwise use the Service (Equipment).

1.3         The Customer is responsible for:

(a)          maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files; and

(b)          all uses of the Customer account or the Equipment with or without the Customer's knowledge or consent.

1.1         The Customer will pay the Implementation Fee to enable HealthPass to provide the Service by the Go Live Date. HealthPass will begin its implementation process once the Implementation Fee is received in cleared funds.

1.2         The Customer will pay HealthPass the Subscription Fees and the Additional Fees for the Service in accordance with the Agreement.

1.3         All Customisation requests are subject to further fees and expenses as agreed between the parties prior to HealthPass undertaking the works. To avoid doubt, Subscription Fees do not incorporate Customisations.

1.4         If an auto payment is declined, without limiting clause Error! Reference source not found., the Customer must ensure payment is made in cleared funds within 7 days to avoid the Service being suspended.

1.5         HealthPass may increase the Subscription Fees at any time after the Initial Service Term by giving the Customer no less than 30 days written notice. HealthPass agrees that it cannot increase the Subscription Fees more than once in any 12 months.

1.6         When the Customer adds or removes users from the Service:

(a)          Each additional user will attract the additional user fee and any other applicable charges listed under Additional Fees. If a user is added partway through a monthly billing period, the applicable fees will be charged on a pro rata basis for that portion of the month.

(b)          HealthPass does not provide refunds for users who are removed partway through a monthly billing period.

1.7         HealthPass reserves the right to charge the Customer interest daily at an annual rate of 5% on any undisputed overdue amount for Service. An overdue amount means an amount (or part thereof) that has been outstanding for more than 14 days from the due date of the correctly rendered invoice. The Customer indemnifies HealthPass for all reasonable costs and expenses (including reasonable legal costs and any other third-party costs) it incurs in seeking to recover undisputed overdue amounts. Where applicable, any goods and services tax, charge, impost or duty payable in respect of the Agreement or the supply of any goods or service made under or in respect of the Agreement and any other taxes, duties or levies will be paid by the Customer at the then-prevailing rate.

1.1         Subject to clause 11.2, all Intellectual Property Rights in the Service are owned by or exclusively licensed by HealthPass, and the Customer does not obtain any Intellectual Property Rights or any other right, title or interest in:

(a)          the Service; or

(b)          Customisations;

(c)          any improvements, enhancements or modifications to the Service; or

(d)          any software, applications, inventions or other technology developed in connection with the Service or the support of the Service.

1.2         To avoid doubt, HealthPass is free to use Customisations with all other existing and future customers.

1.3         The Intellectual Property Rights in and to the AHPRA Data remain the sole property of AHPRA at all times.

1.4         Nothing in the Agreement assigns, grants, or transfers any right, title or interest in the AHPRA Data to the Customer.

1.5         The Customer grants HealthPass a non-exclusive, royalty-free licence to use the Customer’s name and logo for marketing and promotional purposes, provided that such use is in a manner consistent with the Customer’s brand guidelines (if supplied). The Customer may withdraw this consent at any time by written notice, after which HealthPass will remove the logo from future materials within a reasonable period.

1.1         Where the Service integrates or interoperates with a Customer-Licensed Third-Party product, such integration is provided solely to enable data exchange or workflow interoperability. The integration does not constitute the supply, endorsement, control or support of the Customer-Licensed Third-Part Product by HealthPass.

1.2         The Customer is solely responsible for:

(a)          procuring, agreeing, maintaining and complying with all terms and conditions applicable to Customer-Licensed Third-Party Product;

(b)          ensuring that any Customer-Licensed Third-Party Product is correctly configure, maintained and compatible with the Service;

(c)          the accuracy, completeness, legality and integrity of any data transmitted to or from the Service via a Customer Licensed Third-Part Products; and

(d)          all acts and omissions of the provider of the Customer Licensed Third-Party Product.

1.3         To the extent permitted by Law, HealthPass does not warrant and is not responsible or liable for:

(a)          the availability, performance, functionality, security or compliance of Customer-Licensed Third-Party Product;

(b)          any interruption, delay, error or failure arising from the Customer Licensed Third-Party Product, including any charge, suspension or withdrawal of functionality, access or APIs by the third-part providers; or

(c)          any loss, corruption, unauthorised access or disclosure of data caused by or arising from a Customer Licensed Third-Part Product.

1.4         The customer acknowledges that a Customer Licensed Third-Part Product may be modified, restricted or discontinued by the third-party provider without notice to HealthPass, and that such changes may prevent, degrade or materially affect integration with the Service.

1.5         HealthPass has no obligation to modify or enhance the Service to maintain compatibility with any Customer Licensed Third-Part Product unless otherwise agreed in writing and subject to additional fees.

1.6         The customer warrants that it has obtained all rights, consents and authorities necessary to permit HealthPass to access, process and transmit Customer Data to and from any Customer-Licensed Third-Party Product for the purposes of providing integration.

1.7         To the extent of any inconsistency between this Agreement and the terms governing a Customer Licensed Third-Part Product, the third-part provider’s terms will govern the Customer’s use of that product.

1.1         Both parties must keep the terms of the Agreement and any Information that is disclosed or provided by one of us to the other confidential. However, either party may disclose information that:

(a)          is in the public domain when it is disclosed;

(b)          gets into the public domain except where the receiving party discloses it;

(c)          must be disclosed under applicable Law or legal process;

(d)          is disclosed as necessary to enforce the receiving party's rights under the Agreement; or

(e)          has been provided to the other party for marketing and promotion with the other party's consent. This includes case studies, testimonials or the use of brands and marks.

1.2         Both parties and their personnel must comply with the Privacy Act 1988 (Cth) regarding all personal information collected, held, used, disclosed, and otherwise handled by them in connection with the Agreement, including with respect to End Users. 

1.3         The Customer retains sole and exclusive ownership of the Customer Data and is responsible for the Customer Data and the means by which the Customer acquires the Customer Data. The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of the Customer Data and for obtaining all rights necessary to allow HealthPass to perform its obligations under the Agreement.

1.4         Where HealthPass processes Customer Data under the Agreement on the Customer's behalf, it does so only for the purposes of performing its obligations under the Agreement, which the parties agree are the Customer's written instructions to HealthPass for processing the Customer Data.

1.5         The Customer or an End User may not include the following information in fields not designed specifically for this sensitive information - any payment card data or other data consisting of racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation or similarly sensitive data that imposes specific data security or data protection obligations on the processing of such data by HealthPass or its subcontractors.

1.6         Notwithstanding anything to the contrary, HealthPass has the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived from it) (Service Information) provided that HealthPass will not collate Service Information that includes personal information or Customer Data. HealthPass will be free (during and after the term) to (i) use such information and data to improve and enhance the Service, and for other development, diagnostic and corrective purposes in connection with the Service and other offerings, and (ii) disclose such data solely in aggregate or another de-identified form in connection with its business. HealthPass must not use or disclose the Service Information to any third party in a manner that is detrimental or causes loss to the Customer.

1.1         Limitation: Each party’s maximum aggregate liability under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action (other than the obligation to pay fees and charges) is limited to the aggregate amount of fees paid and payable under the Agreement in the 12 months preceding the first cause of action under or in respect of the Agreement, other than liability:

(a)          for death or personal injury caused by its negligence or wilful misconduct;

(b)          for its fraud or fraudulent misrepresentation; or

(c)          that cannot by Law be limited or excluded.

1.2         Small Business: Where the Customer is a Small Business, the limitation of liability in clause 14.1 as it applies to HealthPass, will increase to three times the aggregate amount of fees paid and payable under the Agreement in the 12 months preceding the first cause of action under or in respect of the Agreement.

1.3         Contribution: A party’s liability under or in connection with the Agreement will be reduced to the extent the loss or damage is caused by or contributed to by the other party, or its employees, agents or contractors.

1.4         Indirect and consequential losses: A party is not liable under or in connection with the Agreement for any loss of profit, data, savings, contract, goodwill or production, or economic loss, or for any special, incidental or punitive damages, or for any loss, damage, demand, liability, cost, charge or expense of any kind arising from special circumstances or that does not occur naturally and according to the usual course of things.

1.5         Australian consumer guarantees: Nothing in the Agreement is intended to have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part 5-4 of the Australian Consumer Law, or the exercise of a right conferred by such a provision, or any liability of HealthPass in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law to a supply of services. If HealthPass is liable to the Customer in relation to a failure to comply with a guarantee that applies under Division 1 of Part 3-2 of the Australian Consumer Law that cannot be excluded, to the extent permitted by the Australian Consumer Law, the total liability of HealthPass to the Customer for that failure is limited to, at the option of HealthPass, the resupply of the services or the payment of the cost of resupply.

1.6         New Zealand (applicable only if Customer’s principal place of business is in New Zealand): Despite anything contained in the Agreement, (i) the parties agree and acknowledge that the goods and services supplied under the Agreement and acquired in trade within the meaning of the Fair Trading Action 1986, that sections 9, 12A and 13 of the Fair Trading Act 1986 will not apply to the Agreement, and that it is fair and reasonable to exclude their application, (ii) the parties agree and acknowledge that they are both in trade, that the goods and services supplied under the Agreement are supplied and acquired in trade, that the provisions of the Consumer Guarantees Act 1993 will not apply to the Agreement, and that it is fair and reasonable to exclude their application, (iii) unless the Agreement expressly provides otherwise, to the fullest extent permissible by law, all warranties, conditions or other terms implied by Law (including under the Sale of Goods Act 1908) are excluded, and (iv) for purposes of this clause, the Customer acknowledges that it had a reasonable opportunity to review the Agreement, discuss its terms with HealthPass, and receive advice from its legal advisor if it wished to do so.

1.1         If a dispute arises between the parties in connection with the Agreement, the parties undertake in good faith to use all reasonable endeavours to settle the dispute by way of negotiation (including by escalating the dispute to executive level).

1.2         If the dispute cannot be resolved at meetings between the parties' representatives, either party may require that the dispute be referred to mediation. The mediation will be administered by the Australian Disputes Centre (ADC) and the then-current ADC Guidelines for Commercial Mediation.

1.3         If a mediator cannot be agreed between the parties, the Chief Executive Officer of the ADC (or their nominee) will nominate a mediator.

1.4         Each party will bear its respective legal costs (as between solicitor and client) incurred in any enforcement or attempted enforcement of its rights, remedies or powers under the Agreement, including through the referral of any dispute under the Agreement to mediation.

1.5         It is a condition precedent to the commencement of any litigation proceedings by a party in respect of any such dispute that the party has complied fully with the resolution process under this clause 15, except where:

(a)           the dispute concerns a non-payment of monies due; or

(b)          the party seeks urgent interlocutory, injunctive or declaratory relief in respect of the dispute; or

(c)          the other party has failed to observe the requirements of this clause, and the party seeks to enforce compliance with this resolution process.

1.1         The Agreement supersedes any previous terms and conditions for Service and is the parties' entire agreement.

1.2         Special Conditions form part of and are incorporated into the Agreement.

1.3         If any part of the Agreement is unlawful, unenforceable or invalid, that part will be treated as removed from the Agreement, but the rest of the Agreement is not affected.

1.4         No modification of, or amendment or addition to the Agreement is valid or binding unless set forth in writing and signed by an authorised representative of each party. The waiver or failure of either party to exercise in any respect any right or remedy provided herein will not be deemed a waiver of any future right or remedy.

1.5         All notices and other communications between the parties must be in writing and given by (i) courier, (ii) first-class (or similar) registered or certified mail, postage prepaid, (iii) email to the party's last provided email address, or (iv) to the address that a party has notified to be that party's address for the purposes of the Agreement. A notice given in accordance with this clause will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth business day following mailing.

1.6         Neither party will be responsible or liable for its failure to perform its obligations under the Agreement when its failure results from any cause beyond its reasonable control. The time for performance will be extended by the duration of the conditions that prevent performance.

1.7         The parties are independent contractors. The Agreement does not create a joint venture or partnership between the parties, and neither party is authorised to act as an agent, employee, or representative of the other party.

1.8         Neither party may assign, license, sublicense, pledge or otherwise transfer the Agreement or any rights under the Agreement, whether voluntarily or by operation of law, without the other party’s prior written consent. HealthPass’s consent is subject to the Customer’s proposed assignee accepting the Agreement.

1.9         If the Agreement consists of a number of signed counterparts, each is an original, and all of the counterparts together constitute the same document. If a party signs using an electronic signature, including using digital signing software, a duly executed electronic copy is binding and is taken to be an original.

1.10       The Laws of New South Wales govern the Agreement, and each party submits to the jurisdiction of the courts in New South Wales in connection with matters concerning the Agreement.