Terms of Website Use

E-Caret Solutions Pty Ltd ACN 164 352 541 (Licensor) and the customer named in the schedule (Customer).

Background

The Licensor grants and the Customer takes a license to use the Software on the terms of this agreement.

Operative Provisions

Definitions and interpretation

Definitions

Authorised Users means a person authorised by the Customer to use the Software consistently with the terms of a Software Agreement.

Confidential Information all information (whether written or oral) disclosed by a party (Disclosing Party) to the other party (Receiving Party) which is either:

(a) identified as confidential by the Disclosing Party at the time of disclosure;

(b) of a nature which should reasonably be regarded by the Receiving Party as confidential, but does not include information which:
(c) was in the public domain when it was given to the Receiving Party;
(d) becomes, after being given to the Receiving Party, part of the public domain, except through disclosure contrary to this agreement;
(e) was in the Receiving Party's possession at the time of disclosure;

(f) the Receiving Party lawfully receives from a third party who has the right to disclose it to the Receiving Party.

Designated Computer Equipment means the UK cloud computing environment on which the Software is installed by the Licensor and any computers, devices or kiosks contemplated by the Software Agreement.

Intellectual Property Rights means all present and future rights conferred by statute, common law, or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.

License means the licence of Software granted pursuant to this agreement.

Moral right means:

(g) a right of attribution of authorship;
(h) a right not to have authorship falsely attributed;
(i) a right of integrity of authorship;

(j) a right of a similar nature,

which is conferred by statute, and which exists or comes to exist anywhere in the world in a deliverable form comprised within this agreement.

New Release means software which has been provided primarily to implement an extension, alteration, improvement or additional functionality to the Software.

Software means software and all enhancements of the software developed by the Licensor being a solution for the aged care industry including all server, application and other modules in each case, as modified from time to time by Updates and New Releases.

Term the period of currency of an agreement made between the Customer and the UK Distributor for the Supply of the Software on the terms of this Enterprise Licence Agreement.

Terminating Event means:

(a) the breach or threatened breach by either party of any of its material obligations under this agreement;
(b) the appointment of any type of insolvency administrator in respect of the property or affairs of either party;

Update means software which has been produced primarily to overcome defects in the licensed Software

Conditions of licence

(a) The Software must only be used on the Designated Customer Equipment.
(b) The Customer acknowledges that the Licensor may modify the Software by the implementation of Updates and New Releases from time to time. The Licensor will use its best endeavours to allow the Customer the opportunity to view each New Release in a non- production environment ahead of the New Release going live.

Implementation

This licence permits the use of the Software by the Customer’s Authorised Users on the Designated Equipment only and, where those Authorised Users are agents or employees of the Customer, only in the performance of those Authorised Users’ proper role in the Customer’s business.

No licensor assistance

The Licensor is not required to provide consultancy services, support or training in respect of the Software under this agreement. For the avoidance of doubt, the provision of those services may be the subject of the Software Agreement.

No improper use

The Customer must not, and must ensure that each of its Authorised Users do not:

(a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means, or attempt to do so, except as expressly permitted by part 3 division 4A of the Copyright Act 1968 (Cth);
(b) discover the source code, de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, or attempt to so so;
(c) allow the Software to be combined with, or to become incorporated or integrated in, any other programs, software or hardware except as specifically agreed by the Licensor;
(d) knowingly use the Software in any manner not specifically permitted by this agreement;
(e) use the Software in breach of any reasonable direction the Licensor may give from time to time;
(f) access all or any part of the Software in order to build a product or service which competes with the Software or the Licensor’s business;
(g) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available for display to or access or use by any third party;
(h) introduce or permit the introduction of, any virus or a vulnerability into the Licensor’s network or information systems or any Designated Computer Equipment;
(i) do anything which could reasonably be expected to damage, disable, overburden, or materially impair the Designated Computer Equipment or any associated network or which is likely to interfere with any other person’s access or use of the Software;
(j) use the Software for any purpose which is immoral, illegal, offensive, threatening, abusive or otherwise harmful.

Security

The Customer will use its best endeavours to ensure that any access credentials of Authorised Users are not improperly used.

Directions for use

The Customer will ensure that its Authorised Users comply with any reasonable directions the Licensor publishes from time to time in respect of access and use of the Software.

Mutual indemnities

Each party indemnifies the other in respect of any loss that the other suffers or incurs, as a result of:

(a) any breach of this agreement by the party;
(b) any breach of any law or any negligent act or omission or willful misconduct by the party, its employees or agents in connection with this agreement;

(c) any fine or penalty imposed by a regulatory agency in connection with any failure by the party to comply with any law in connection with this agreement

except to the extent that the loss was caused or contributed to by the other party.

Warranties

(a) The Licensor agrees that the consumer guarantees provided under Consumer Law apply in respect of the provision of services by the Licensor to the Customer.
(b) To the fullest extent consistent with the previous clause the Customer acknowledges that the Software is licensed to the Customer “as is” and at the Customer’s risk and the Licensor does not warrant or guarantee that the Subscription Service will be:
- (i) be suitable for the Customer’s intended use;
- (ii) error-free or that errors will be corrected;
- (iii) available, timely or reliable;
- (iv) entirely secure or virus-free.
(c) Subject to any non-excludable statutory liability, the liability of the Licensor for damages in respect of any act or omission of the Licensor in connection with its obligations under this agreement will not exceed $100,000.00.

Data

(a) The Customer agrees that the Licensor:
- (i) uses data provided to it by the Customer (“Customer Data”);
- (ii) makes no warranties or representations as to the accuracy of the Customer Data as provided by the Customer; and is released from any claim whatsoever arising in connection with any incorrect, false or misleading Customer Data.
(b) The Licensor warrants that
- (i) all Customer Data will be hosted in the UK;
- (ii) Customer shall retain all right, title and interest in and to the Customer Data provided to Licensor. Licensor hereby acknowledges and agrees that except as set forth herein, Licensor has no right, title or interest in or to the Customer Data provided to Licensor by Customer.
(c) The Licensor acknowledges that all Customer Data is subject to GDPR legislation.
(d) The Licensor acknowledges that the Customer has record-retention obligations under legislation and agrees that Customer Data will not be deleted by the Licensor without the Customer’s prior written consent.
(e) The Licensor agrees:
- (i) to only collect, use or disclose personal information (information regarding any identifiable individual) in connection with this agreement for the performance of its obligations under this agreement;
- (ii) not to use or disclose personal information for the purpose of direct marketing;
- (iii) to maintain reasonable safeguards against loss, unauthorised access, use, modification or disclosure, and other misuse of Personal Information held in connection with this Agreement;
- (iv) to comply and to ensure that all employees and agents of the Licensor comply with, and at all times act in a manner that is consistent with Australian legislation including Australian legislation relating to privacy;

Privacy incidents

If a party becomes aware that a Data Breach as defined by the Privacy Act 1988 has or may have occurred in respect of any Customer Data the party must immediately notify the other party and each party must do all things reasonably required by the other in relation to that breach or suspected breach and each party must meet all notification obligations under law.

Intellectual property rights

(a) The Customer acknowledges that all rights in the Software are licensed (not sold) to the Customer, and that the Customer has no rights in or to the Software other than the right to use the Software in accordance with the terms of this Licence.
(b) All copyright, database rights, trademarks and other Intellectual Property Rights in any external data sources or embedded third party services used in the Software are the intellectual property of the relevant third-party provider.
(c) The Licensor warrants that it has the right to grant the Licence to the Customer.
(d) Subject to clause 13(e), the Licensor will indemnify and hold harmless the Customer against any claim made against the Customer by a third party alleging that the Software infringes the Intellectual Property Rights of that third party.
- (i) The Licensor will not be liable to the Customer under clause 13(a) or 13(d) if: the Customer does not notify the Licensor of the other person's claim or of infringement of Intellectual Property Rights within seven days after becoming aware of the claim;
- (ii) the Licensor's ability to defend the claim has been prejudiced by the Customer's non-compliance with any of its obligations under this agreement;
- (iii) the Customer does not give the Licensor reasonable assistance in defending the claim;
- (iv) the claim has arisen because of the use of the Software in combination with equipment, materials or computer programs not supplied or approved by the Licensor;
- (v) the Customer does not permit the Licensor to have control of the defense of the claim and all related settlement negotiations.

Termination

(a) This agreement may be terminated immediately on the happening of a Terminating Event at the option of the other party.
(b) If the Terminating Event is the breach or threatened breach by a party of any of its material obligations under this agreement the other party must give to the party notice of the happening of that event and require the breach to be remedied or a written undertaking to be given that the breach will not occur, as the case may be. If the breach is not remedied or the undertaking not given (as the case may be) within fourteen (14) days, the affected party may exercise its right under clause 14(a) or agree to waive its rights under this clause if satisfied that the happening of the Terminating Event has not in any way prejudiced its position under this agreement.
(c) Neither party will be liable for the consequences of an occurrence of any event beyond its reasonable control.
(d) The Customer will, immediately on termination by the Licensor pursuant to clause 14(a), delete all copies of the Software and notify all Authorised Users that they must cease using the Software immediately and delete all copies of the Software in their possession or control.
(e) Any termination of the Licence will not affect any accrued rights or liabilities of either party, nor will it affect any provision of this agreement which is expressly or by implication intended to continue in force after such termination.

Confidentiality

(a) For the purposes of this agreement, Confidential Information means all information (whether written or oral) disclosed by a party (Disclosing Party) to the other party (Receiving Party) which is either:
- (i) identified as confidential by the Disclosing Party at the time of disclosure;
- (ii) of a nature which should reasonably be regarded by the Receiving Party as confidential, but does not include information which:
- (iii) was in the public domain when it was given to the Receiving Party;
- (iv) becomes, after being given to the Receiving Party, part of the public domain, except through disclosure contrary to this agreement; was in the Receiving Party's possession at the time of disclosure;
- (v) the Receiving Party lawfully receives from a third party who has the right to disclose it to the Receiving Party.
(b) A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information.
(c) A party will not be in breach of clause 15(a) in circumstances where it is legally compelled to disclose the other party's Confidential Information.
(d) Each party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other party's Confidential Information.
(e) Despite any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers, and accountants.
(f) This clause will survive the termination of this agreement.

General

Entire agreement

This agreement supersedes all prior agreements, arrangements, and undertakings between the parties and constitutes the entire agreement between the parties relating to the Software. No addition to or modification of any provision of this agreement will be binding upon the parties unless made by written instrument signed by a duly authorised representative of the party.

Notices

All notices which are required to be given under this agreement may be given in writing to the recipient at an email address generally used by the recipient for receipt of such notices. Any such notice will be deemed to have been served when the electronic communication becomes capable of being retrieved by the addressee. Unless agreed otherwise, an electronic communication is assumed to be capable of being retrieved by the addressee when it reaches the addressee's mail server without being rejected.

Assignment

The Licensor may assign, whether in whole or part, the benefit of this agreement or any rights or obligations under this agreement, without the prior written consent of the Customer.

Privacy Policy

E-Caret Solutions Pty Ltd (“us”, “we”, or “our”) operates the Centrim Life website, web application and associated mobile applications (hereinafter referred to as the “Service”).

This page informs you of our policies regarding the collection, use and disclosure of personal data when you use our Service and the choices you have associated with that data.

We use your data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, the terms used in this Privacy Policy have the same meanings as in our Terms and Conditions.

Definitions

Service means the Centrim Life website, web application and associated mobile applications branded under Centrim Life or whitelabelled under client or partner names.
Personal Datameans data about an individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).
Usage Data is data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for eg: page visit duration).
Cookies are small files stored on your device (computer or mobile device).
Data Controller means the natural or legal person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal information are, or are to be, processed. For the purpose of this Privacy Policy, we are a Data Controller of your Personal Data.
Data Processor (or Service Provider) means any natural or legal person who processes the data on behalf of the Data Controller. We may use the services of various Service Providers in order to process your data more effectively.
Data Subject (or User) is any living individual who is using our Service and is the subject of Personal Data

Information Collection and Use

We collect several different types of information for various purposes to provide and improve our Service to you.

Types of Data Collected

Personal Data

While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (“Personal Data”). Personally identifiable information may include, but is not limited to:

Email address
First name and last name
Phone and mobile number
Address, State, Suburb,Postal code, City
Cookies and Usage Data

We may use your Personal Data to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or the instructions provided in any email we send.

Usage Data

We may also collect information that your browser sends whenever you visit our Service or when you access the Service by or through a mobile device (“Usage Data”).This Usage Data may include information such as your computer’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When you access the Service with a mobile device, this Usage Data may include information such as the type of mobile device you use, your mobile device unique ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, unique device identifiers and other diagnostic data.

Location Data

We may use and store information about your location if you give us permission to do so (“Location Data”). We use this data to provide features of our Service, to improve our Service.

You can enable or disable location services when you use our Service at any time by way of your device settings.

Tracking & Cookies Data

We use cookies and similar tracking technologies to track the activity on our Service and we hold certain information. Cookies are files with a small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Other tracking technologies are also used such as beacons, tags and scripts to collect and track information and to improve and analyse our Service.

You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use our Service.

Examples of Cookies we use but not limited to:

Session Cookies. We use Session Cookies to operate our Service.
Security Cookies. We use Security Cookies for security purposes.

Use of Data

We use the collected data for various purposes:

To provide, improve and maintain our Service
To notify you about changes to our Service
To allow you to use features of our Service when you choose to do so
To provide customer support
To monitor the usage of our Service
To detect, prevent and address technical issues
To provide you with news and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information

Legal Basis for Processing Personal Data under the General Data Protection Regulation (GDPR)

If you are from the European Economic Area (EEA), legal basis for collecting and using the personal information described in this Privacy Policy depends on the Personal Data we collect and the specific context in which we collect it.

We may process your Personal Data because:

We need to perform a contract with you
You have given us permission to do so
The processing is in our legitimate interests and it is not overridden by your rights
To comply with the law

Retention of Data

We will retain your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes and enforce our legal agreements and policies.

We may retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer periods.

Transfer of Data

Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ from those of your jurisdiction.

If you are located outside The UK and choose to provide information to us, please note that we transfer the data, including Personal Data, to The UK and process it there.

Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.

We will take all the steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organisation or a country unless there are adequate controls in place including the security of your data and other personal information.

Disclosure of Data

Disclosure for Law Enforcement

Under certain circumstances, We may be required to disclose your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

Legal Requirements

We may disclose your Personal Data in the good faith belief that such action is necessary to:

To comply with a legal obligation
To protect and defend the rights or property of Centrim Life or E-Caret Solutions Pty Ltd
To prevent or investigate possible wrongdoing in connection with the Service
To protect the personal safety of users of the Service or the public
To protect against legal liability

Storage

If you are using the UK version of Centrim Life, All data is stored in secure servers located in London datacentre.

Security of Data

The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security. You are solely responsible for ensuring:

The accuracy of Your Personal Information [and will continue to keep it up to date
The confidentiality and security of Your login details and for restricting access to Your Equipment.

We will use accepted procedures and security features to try to prevent unauthorised access, we cannot completely guarantee the security of Your Personal Information

Any transfer or transmission of Your Personal Information is at Your own risk

Your Data Protection Rights under the General Data Protection Regulation (GDPR)

If you are a resident of the European Economic Area, you have certain data protection rights. We aim to take reasonable steps to allow you to correct, amend, delete or limit the use of your Personal Data. If you wish to be informed about what Personal Data we hold about you and if you want it to be removed from our systems, please contact us.

In certain circumstances, you have the following data protection rights:

The right to access, update or delete the information we have on you. Whenever possible, you can access, update your Personal Data directly within your account settings section. If you are unable to perform these actions yourself, please contact us to assist you.
The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
The right to object. You have the right to object to our processing of your Personal Data.
The right of restriction. You have the right to request that we restrict the processing of your personal information.
The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable and commonly used format.
The right to withdraw consent. You also have the right to withdraw your consent at any time where we relied on your consent to process your personal information.

In such an event, we may request you to verify your identity before responding to such requests.

You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA). Service Providers

We may employ third party companies and individuals to facilitate our Service (“Service Providers”), provide the Service on our behalf, perform Service-related services or assist us in analysing how our Service is used.

These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

Analytics

We may use third-party Service Providers to monitor and analyse the use of our Service.

Google Analytics Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network. For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy?hl=en
Firebase Firebase is an analytics service provided by Google Inc. You may opt-out of certain Firebase features through your mobile device settings, such as your device advertising settings or by following the instructions provided by Google in their Privacy Policy: https://policies.google.com/privacy For more information on what type of information Firebase collects, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy?hl=en

Behavioral Remarketing

We use remarketing services to advertise on third party websites to you after you visited our Service. We and our third-party vendors use cookies to inform, optimise and serve ads based on your past visits to our Service.

Google Ads (AdWords)Google Ads (AdWords) remarketing service is provided by Google Inc.Terms web page: https://policies.google.com/privacy.
LinkedIn Ads provided by LinkedIn. https://www.linkedin.com/legal/privacy-policy
Facebook remarketing service is provided by Facebook Inc. https://www.facebook.com/help/164968693837950

Links to Other Sites

Our Service may contain links to other sites that are not operated by us. If you click a third party link, you will be directed to that third party’s site. We strongly advise you to review the Privacy Policy of every site you visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Changes to This Privacy Policy

We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on this page.We may let you know via email or notice on our Service, prior to the change becoming effective and update the “effective date” at the top of this Privacy Policy.You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, please contact us:

Terms of Website Use

Background

Operative Provisions

Definitions and interpretation

Definitions

Conditions of licence

Implementation

No licensor assistance

No improper use

Security

Directions for use

Mutual indemnities

Warranties

Data

Privacy incidents

Intellectual property rights

Termination

Confidentiality

General

Entire agreement

Notices

Assignment

Privacy Policy

Definitions

Information Collection and Use

Types of Data Collected

Personal Data

Usage Data

Location Data

Tracking & Cookies Data

Use of Data

Legal Basis for Processing Personal Data under the General Data Protection Regulation (GDPR)

Retention of Data

Transfer of Data

Disclosure of Data

Storage

Security of Data

Your Data Protection Rights under the General Data Protection Regulation (GDPR)

Analytics

Behavioral Remarketing

Links to Other Sites

Changes to This Privacy Policy

Contact Us

By email: privacy@centrimlife.com