SaaS Terms and Conditions
These terms govern your subscription and all use of the CuidadoConnect software.
1. Agreement
1.1 Cloud Dialogues Pty Ltd (ACN 681 413 472) t/a CuidadoConnect (Us/We) provide a licence to access and use the Software to You on these Terms & Conditions.
1.2 These Terms & Conditions govern Your Subscription and all use of the Software by You (including by Users), as well as Your Account and any other services provided by Us in connection with the Software.
1.3 By registering for an Account and/or by purchasing a Subscription, You agree to be bound by these Terms & Conditions in relation to all use of the Software, including as set out in clause 1.2.
1.4 Our Privacy Policy https://cuidadoconnect.com/privacy-policy is incorporated into the Terms & Conditions.
1.5 If You do not agree with these Terms & Conditions or if at any time You cease to agree to be bound by them, You must immediately cease all use of the Software.
1.6 In order to use the Software, You must register for an Account and have access to the Hardware (which you may purchase through us or procure separately). You agree that the Subscription is for the Software alone and the Hardware is to be obtained and maintained separately by You.
2. Term of Subscription
2.1 Your Subscription will commence on the Commencement Date and, unless otherwise agreed in writing, will continue on a month to month basis until terminated in accordance with clause 13.1 or 13.2.
3. Licence
3.1 Subject to:
- (a) You registering for an Account in accordance with clause 7;
- (b) You purchasing a Subscription; and
- (c) Your ongoing compliance with these Terms & Conditions, including payment of all Fees,
We grant You a limited, revocable, non exclusive, non transferable licence to access and use the Software during the Term to the extent that the various features and functionality of the Software is made available as part of Your chosen Subscription.
3.2 You may grant access to the Software to Users (Sub Licence), provided that their access and use of the Software is consistent with these Terms & Conditions. Each User will be required to register for an Account (and agree to these Terms & Conditions) before they can access the Software under the Sub Licence. Unless otherwise agreed in writing, the maximum number of Users that may be associated with a Subscription is five (5). You acknowledge and agree that You are responsible for the acts (including by omission) of all Users and any other persons who access or use the Software (and/or Your Account) under or otherwise in connection with Your Subscription as if those acts were Your own.
3.3 For the avoidance of doubt, in relation to any Sub Licences, the Software will only be made available to Users to the extent that the Software is made available to You as part of Your chosen Subscription.
3.4 On termination or suspension of Your Subscription, all Sub Licences granted by You will automatically terminate or be suspended (as the case may be). You indemnify and hold harmless Us from and against any Claim by a Sub Licensee of You arising out of or in connection with, directly or indirectly, any such termination or suspension.
4. Conditions of Licence
4.1 Purpose
(a) You must only access and use the Software for its intended purposes.
(b) You must not access or use the Software for any purpose which is (or could be considered to be) unlawful, fraudulent, misleading or deceptive or otherwise improper or offensive, or which is otherwise prohibited by these Terms & Conditions.
4.2 General Restrictions
(a) You must not:
- (i) access or use the Software in a manner that could damage, disable, impair or overburden the Software and/or the Hardware;
- (ii) do, attempt to or cause or permit any third party (including any Tenant or Users) to:
- (A) gain unauthorised access to the Software or to any computer, network, system or other infrastructure which is utilised by Us in connection with the provision of the Software (whether ours or owned by third parties, and including the Hardware);
- (B) copy, modify, distribute, sell, transfer, or otherwise exploit the Software; or
- (C) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code of the Software; or
- (iii) engage in any conduct which may:
- (A) compromise the functionality, integrity or security of the Software or the Hardware;
- (B) damage Our credibility, goodwill or reputation;
- (C) interfere with any other persons access, use or enjoyment of Software (including that of Our other clients and customers);
- (D) cause Us to lose the custom of Our clients, customers or internet service provider; or
- (E) create liability for us.
(b) You must procure that all Tenants, Users and any other persons who access or use the Software (and/or Your Account) under or otherwise in connection with Your Subscription comply with this clause 4.
(c) You indemnify and hold Us harmless from and against all Claims and Loss that arises out of or in connection with, directly or indirectly, any breach by You and/or by any Tenant or User of this clause 4.
5. Disclaimers
5.1 'As Is'
The Software is provided on an 'as is' basis. We do not warrant or represent that the Software is complete or free from errors or omissions.
5.2 Availability
The Software may be unavailable from time to time, including but not limited to due to planned maintenance, malfunction of the Software or the Hardware, difficulties with internet access or other technological problems outside of Our control. We do not warrant or represent that Your access to and use of the Software will be continuous, uninterrupted or timely.
5.3 Security
(a) Whilst We use best endeavours to maintain the security of the Software, We do not guarantee the security of the Software (nor Your Account or any other information provided to Us in connection with Your Subscription).
(b) To the maximum extent permitted by law, We disclaim and will not be liable for any Loss suffered by You (or by any Tenant or Users) to the extent that such Loss arises because of a security issue with the Software (including Your Account and Your Subscription) or the Hardware, including but not limited to due to any computer virus, data breach or other technological problems.
5.4 Analytics
(a) You acknowledge and consent to the fact that the Software may include features or functionality that is integrated with artificial intelligence or large language models, and that such technologies may be used to process Data.
(b) You acknowledge and consent to the fact that We may collect, store, use and process Data for Our legitimate business purposes, including but not limited to:
- (i) derive insights;
- (ii) improve the Software;
- (iii) research and product development;
- (iv) statistical analysis and identifying trends;
- (v) reporting;
- (vi) any other legitimate business purpose.
(c) For the avoidance of doubt, any Personal Information will be de identified prior to any processing or reporting.
(d) You grant Us a worldwide, perpetual, non exclusive, royalty free licence to use any Data provided or generated by You or through or otherwise in connection with Your access and use of the Software (or by or through any Tenant or Users), including Your Account, for the purposes contemplated by clause 5.6.
5.5 Third Party Terms & Conditions
(a) You acknowledge and agree that:
- (i) the Hardware is a third party product, and its use may be subject to third party terms and conditions; and
- (ii) parts of the Software may make use of third party applications or software, and may also be subject to third party terms and conditions,
and that such third party terms and conditions are outside of Our control.
(b) We will use reasonable endeavours to notify You of any parts of the Software which are subject to third party terms and conditions.
(c) By accessing or using a third party product (including any third party application or software), You agree to be bound by their terms and conditions. If You do not agree with their terms and conditions, then You should not access or use such third party product (nor any parts of the Software which make use of such third party party).
(d) You acknowledge and agree that the Hardware and certain other third party products (including applications or software) may be required in order the Software to operate as intended or at all. Should you not agree or otherwise object to any third party terms and conditions associated with the use of such products, it may not be possible for us to provide the Subscription or other services to you. You indemnify and hold Us harmless from and against any and all Claims or Loss suffered by You that arises out of or in connection with, directly or indirectly, any non agreement or non compliance by You with any third party terms and conditions.
5.6 Not Medical Solution
(a) You acknowledge and agree that:
- (i) the Hardware is not a medical device;
- (ii) the Software is intended to be an assistive tool in responding to falls;
- (iii) the Software is not intended to be a medical solution, nor is it capable of preventing falls from occurring or of diagnosing or treating any medical condition or incident;
- (iv) the Software may experience false positives and false negatives, and thus may not detect all falls which may occur;
- (v) the Software is not a substitute for human intervention and response and professional medical treatment (as required) to any fall or other medical incident.
(b) In life threatening or emergency situations, You should call Police, Fire or Ambulance – if within Australia, call Triple Zero (0-0-0).
6. New Features and New Versions
6.1 New Features
(a) We may, from time to time, and at Our sole discretion and own timetable, release New Features.
(b) You acknowledge and agree that:
- (i) on their release, New Features may not be fully functional and may require testing;
- (ii) Your existing Hardware may not be compatible with the New Features, and new Hardware may be required to be purchased by You to be able access and use the New Feature or obtain the full benefit of the New Feature.
6.2 New Versions
We may, from time to time, and at Our sole discretion and own timetable, release New Versions.
You acknowledge and agree that:
- (a) We may discontinue and/or cease to support previous versions of the Software upon release of a New Version (or at any time thereafter);
- (b) We may require You to move across to the New Version (and to take other reasonable steps in connection with the release of the New Version) in order to for You to continue to access and use the Software as part of Your Subscription; and
- (c) Your existing Hardware may not be compatible with the New Version, and new Hardware may be required to be purchased by You to be able to continue to access and use the Software for its intended purposes or the obtain the full benefit of any features of functionality released as part of the New Version.
For the avoidance of doubt, we reserve the right to move to a different manufacturer and/or supplier of Hardware at any time. Where this occurs, existing Hardware may cease to be compatible with the Software (or with any New Version).
6.6 Feedback
You grant Us a worldwide, perpetual, non exclusive, royalty free licence to use any feedback, proposals, recommendations or other suggestions provided by You in relation to the Software, including but not limited to in relation of any ideas or concepts for New Features or a New Version.
7. Account Registration
7.1 To use the Software, You must:
- (a) register for an Account; and
- (b) purchase a Subscription (which will determine Your level of access to the Software, as well as the Fees payable by You).
7.2 In order to purchase a Subscription, You must register for an Account.
7.3 To register for an Account, You must provide Us with all information that We reasonably require, including but not limited to:
- (a) Your name;
- (b) Your email address;
- (c) Your shipping address for purposes of delivery of any Hardware or other goods ordered via Us (including via Our Website);
- (d) the age, gender and postcode of the Tenant You intend to link to Your Subscription;
- (e) the name and email address of all Users to whom You intend to Sub Licence the Software or who will otherwise have access to the Software (and/or Your Account) under or in connection with Your Subscription (up to a maximum of five (5) Users per Subscription).
7.4 For the avoidance of doubt, only one Tenant may be linked with a Subscription. Where you wish to have multiple Tenants under Your Account, You will need to purchase a separate Subscription for each Tenant.
7.5 You must provide Us with true, accurate and complete information when registering for an Account.
7.6 You must ensure that all information associated with Your Account remains up to date at all times after registration.
7.7 Where You provide Us with information about Tenants, Users or other third parties, You warrant to Us that You have obtained all necessary consents to provide Us with such information, including but not limited to the consent of the Tenant, User or other third party (as the case may be) to the provision of any of their Personal Information.
7.8 You must keep the log in details for Your Account secure. You must immediately notify Us in writing if:
- (a) You become aware of any authorised use of Your Account; or
- (b) You have grounds to suspect that the security of Your Account has been comprised.
7.9 You cannot assign ownership of Your Account without Our written consent (which We may withhold in Our absolute discretion).
7.10 We reserve the right to close any Account, without notice where there is no active Subscription attached to it. You may request that We remove Your Account at any time, provided there is no active Subscription attached to it or outstanding Fees payable to us.
7.11 By registering for an Account, You affirm that You are bound by these Terms & Conditions and will continue to be bound by them until Your Account is removed.
8. Fees
8.1 You must pay the Fees in accordance with the Payment Terms.
8.2 You acknowledge and agree that We may make reasonable increases to the Fees from time to time. You further acknowledge and agree that any increase to the Fees pursuant to this clause 8.2 may be effected by publishing a notice on Our Website (or by otherwise notifying You in writing), and, unless specified otherwise, will take effect from the next billing period.
9. GST
9.1 In this clause 9, words that are defined in the GST Law have the same meaning as given in the GST Law.
9.2 In addition to the Fees and any other amounts payable by You to Us under or in connection with these Terms & Conditions, You must pay to Us an amount equal to the GST payable on any supply made under or in connection with these Terms & Conditions, subject to the receipt of a tax invoice or adjustment note for such supply.
10. Hardware
10.1 The Software is dependent on the Hardware, and cannot operate as intended without the Hardware.
10.2 Subject to availability, You may purchase Hardware via Our Website. You are otherwise responsible for purchasing the Hardware and, unless otherwise agreed in writing, for installation of the Hardware at the Tenant's premises.
10.3 Where You purchase the Software from Us, You acknowledge and agree that we are not the manufacturer of the Hardware. We provide no warranties or representations in respect of the Hardware, except to the extent that:
- (a) warranties are provided to Us by the manufacturer and are capable of being assigned to You (in which case you acknowledge that such warranties are made and given by the manufacturer, not Us); or
- (b) warranties cannot be excluded at law.
10.4 You further acknowledge and agree that the Software may not operate as intended if the Hardware is not installed correctly or if the Hardware is damaged or is otherwise defective or malfunctions. You should seek professional advice as necessary to ensure that the Hardware is installed correctly and to determine the location (or locations) at the Tenant's premises where the Hardware should be installed based on likely fall risk.
11. Intellectual Property Rights
11.1 You acknowledge and agree that:
- (a) all Intellectual Property Rights subsisting in the Software are owned by Us (or Our licensors), and
- (b) We will own all Intellectual Property Rights subsisting in any adaptations, improvements or modifications to the Software, including as a result of any feedback, proposals, recommendations or other suggestions provided by You in relation to the Software, or that are otherwise created or developed by Us after the Commencement Date (Developed IP).
11.2 You acknowledge and agree that all Developed IP will vest in Us immediately on its creation or development.
11.3 You must do all things necessary to give effect to the arrangement contemplated at clause 11.1, including but not limited to signing a confirmatory assignment or similar documentation.
11.4 Except to the extent set out in clause 3 and as otherwise expressly provided for under these Terms & Conditions, nothing in these Terms & Conditions assigns ownership of or grants a licence to use any of Our Intellectual Property Rights (or those of Our licensors).
11.5 You grant Us a limited, non exclusive, royalty free licence to use any Intellectual Property Rights owned by You (or Your licensors) during the Term to the extent necessary to enable Us to perform Our obligations under these Terms & Conditions and provide the Software to You.
12. Privacy
12.1 We will use reasonable endeavours to ensure that all Personal Information is collected, stored and handled in accordance with the Privacy Act (and any other privacy laws which may apply in any other jurisdiction where we provide You with services). For more information about how We collect, store, use and otherwise handle Personal Information, please refer to Our Privacy Policy.
13. Termination and Suspension
13.1 Termination by You
(a) You may terminate Your Subscription by notice in writing to Us given at least 10 Business Days prior to the end of the Term. For the avoidance of doubt, where the Term has automatically renewed in accordance with clause 2.2, You may terminate Your Subscription by giving notice in writing at least 10 Business Days prior to the commencement of the next monthly billing period.
(b) Any notice of termination given under (and in accordance with) clause 13.1(a) will take effect on and from the end of the current Term. You acknowledge and agree that You remain liable for all Fees up until the end of the Term.
(c) If notice is not given in accordance with clause 13.1(a) (including but not limited to where insufficient time is provided), You will remain liable for Fees up until:
- (i) the next monthly billing period; or
- (ii) where such notice is invalid for reasons other than insufficient time being provided, until such time that notice is valid given by You in accordance with clause 13.1(a).
13.2 Termination by Us
(a) We may terminate Your Subscription for convenience at any time by giving at least 10 Business Days' notice to you. Unless notified otherwise by us in writing, termination under this clause 13.2(a) will take effect at the end of the current monthly billing period.
(b) We may terminate Your Subscription with immediate effect where:
- (i) You (or a User) commits a material breach of these Terms & Conditions which is either incapable of remedy or is not remedied within 10 Business Days of Us giving You notice of the breach, including but not limited to a breach of any of clauses 3.2, 4, 7, 8 or 11;
- (ii) You suffer an Insolvency Event; or
- (iii) We cease to hold any licences or other rights required for Us to provide the Software and/or Hardware, including any licences or other rights required for the Software to interface with the Hardware.
13.3 Suspension
(a) We may suspend Your Subscription (and Your rights to access and use the Software) immediately, at any time, and without the need to give notice where:
- (i) You (or a User) commits a material breach or threatens to commit a material breach of these Terms & Conditions, including but not limited to a breach of any of clauses 3.2, 4, 7, 8 or 11;
- (ii) We have reasonable grounds to suspect that You or a User may commit a material breach of these Terms & Conditions; or
- (iii) We cease to hold any licences or other rights required for Us to provide the Software and/or Hardware, including any licences or other rights required for the Software to interface with the Hardware.
(b) For the avoidance of doubt, if Your Subscription is suspended, any Sub Licences granted by You will also be automatically suspended.
(c) You must continue to pay all Fees during any period of suspension.
(d) You acknowledge and agree that Our suspension rights under this clause 13.3 are fair and reasonable in context of Our legitimate business need to protect the security, integrity and Intellectual Property Rights in the Software.
13.4 Consequences of Termination
(a) On termination of Your Subscription, Your licence to access and use the Software granted under clause 3.1 (and any Sub Licences) will also terminate, and You will immediately cease to be entitled to access and/or use the Software (except to the extent that You may hold a separate Subscription with us).
(b) In the event of termination under clause 13.2(a) or suspension under clause 13.3(a):
- (i) We will not be liable to You or to any third parties (including any Tenants or Users) for any Claims or Loss that arises out of or in connection, directly or indirectly, such termination or suspension (as the case may be); and
- (ii) unless otherwise agreed in writing, no refund will be provided on account of any unused Fees.
14. Limitations on Liability
14.1 Subject to clauses 14.2 and 14.3:
- (a) no party will be liable to the other for any Consequential Loss;
- (b) Our maximum aggregate liability for any Claims or Loss suffered by You (or by any Tenant or Users) is limited to the amount of Fees actually paid by You in the 12 months immediately preceding the date on which the relevant facts, matters or circumstances giving rise to the Claim or Loss first occurred.
14.2 The limitations on liability set out in clause 14.1 do not apply in circumstances of fraud, wilful misconduct or gross negligence by a party (including by any Tenant or User).
14.3 For the avoidance of doubt, nothing in clause 14.1 is intended to limit or exclude the Australian Consumer Law or other statutory guarantees or liability which cannot be excluded at law.
14.4 Where the Australian Consumer Law applies, Our liability is limited to (at Our election):
- (a) in the case of goods:
- (i) Us repairing or replacing the goods; or
- (ii) the cost of having the goods repaired or replaced; and
- (b) in the case of services:
- (i) Us re supplying those services to You; or
- (ii) the cost of equivalent services being supplied.
15. Miscellaneous
15.1 These Terms & Conditions contain the entire understanding between the parties in relation to its subject matter and supersedes any previous arrangement, understanding or agreement relating to its subject matter. There are no express or implied conditions, warranties, promises, representations or obligations, written or oral, in relation to these Terms & Conditions other than those expressly stated in it or necessarily implied by statute.
15.2 If a provision of these Terms & Conditions is invalid or unenforceable in a jurisdiction:
- (a) it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and
- (b) that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.
15.3 No failure, delay, relaxation or indulgence by a party in exercising any power or right conferred upon it under these Terms & Conditions will operate as a waiver of that power or right. No single or partial exercise of any power or right precludes any other or future exercise of it, or the exercise of any other power or right under these Terms & Conditions.
15.4 We may amend these Terms & Conditions at any time by publishing a notice on Our Website (or by otherwise notifying You in writing). You acknowledge and agree that Your continued use of the Software constituted Your acceptance of any amendments to these Terms & Conditions.
15.5 You may not assign, novate, transfer, subcontract or otherwise deal in any way with any of Your rights or obligations under these Terms & Conditions without Our prior written consent.
15.6 We may assign, novate, transfer, subcontract or otherwise deal with its rights and obligations under these Terms & Conditions without any need or requirement to give notice to You or obtain Your consent or approval to any such dealing.
15.7 These Terms & Conditions and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of Victoria, Australia. The parties irrevocably agree that the courts of Victoria Australia will have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these Terms & Conditions or its subject matter or formation (including non-contractual disputes or claims).
16. Definitions and Interpretation
16.1 In these Terms & Conditions, unless the context requires otherwise:
Account means an account for the Software registered for under clause 7.
Business Day means a day, other than a Saturday, Sunday or public holiday, on which the banks in Melbourne, Victoria are open for business.
Claim means any claim, debt, liability, proceeding, costs (whether or not the subject of a court order), cause of action, suit or demand (including by way of contribution or indemnity) however arising (including under contract, at law in equity or by statute), whether present or future, fixed or unascertained, actual or contingent arising in any jurisdiction.
Commencement Date means the date on which You are given notice by Us that Your Subscription starts.
Consequential Loss means any loss or damage which is indirect, consequential, special, punitive, exemplary, incidental or which otherwise cannot be fairly and reasonably considered to arise naturally from the breach or other act or omission giving rise to the relevant liability, including but not limited to any loss of profit, revenue, anticipated savings or business opportunity or damage to goodwill.
Data means any data, information or other materials provided or generated by You (including by any Tenant or Users), Us or a third party in relation to Your Subscription (in any format whatsoever), and expressly includes any data, information or other materials that:
- (a) You (or a User) inputs, transmits or uploads to the Software;
- (b) is collected by Us through the use of cookies, pixel tags or similar technologies;
- (c) is created or generated by the operation of computer language or software, including the Software and any third party software utilised in connection with Your Subscription; or
- (d) is created or generated by the Hardware, or through the combination of the Software and the Hardware.
Fees means the Fees payable by You to Us in connection with Your Subscription, as described and itemised on the Website or otherwise agreed.
GST has the same meaning as given in the GST Law.
GST Law has the same meaning as given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Hardware means the physical hardware or device, including its components and any peripheral hardware or devices required to operate the Software, as described on the Website.
Insolvency Event means:
- (a) in relation to a company: the company becomes insolvent, a resolution is passed for winding up, a liquidator or administrator is appointed, a receiver is appointed, the company makes arrangements with creditors, ceases to carry on business, or admits insolvency; or
- (b) in relation to an individual: bankruptcy notice is issued, a receiver or trustee is appointed, they enter into arrangements with creditors, stop payment of debts, or are unable to pay debts as they fall due.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any formula, recipe, copyright, trade marks, designs, patents, circuit layouts, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
Loss means any loss, liability, damage, cost or expense (including all reasonable legal costs determined on a solicitor and own client basis, whether incurred or awarded against a party, together with disbursements and costs of investigation, litigation, settlement, judgment, interest, fines and penalties), regardless of the action or omission, event, claim, direction or proceeding under which any of the same arise.
New Feature means any new features or functionality of the Software made available as part of Your Subscription that was not described on the Website as being available as part of Your chosen Subscription or the Software generally on at the date on which You first subscribed for Your Subscription.
New Version means any new version of the Software, and includes any significant updates, modifications, changes or improvements to the Software which go beyond what would simply be considered a New Feature.
Payment Terms the payment terms applicable to payment of Fees incurred by You in connection with Your Subscription, are as:
- (a) as set out on the Website https://cuidadoconnect.com; or
- (b) if the Website does not describe payment terms for Your chosen Subscription, monthly in advance, and payable within 14 days of the date of invoice.
Personal Information has the same meaning as given in the Privacy Act 1988 (Cth).
Privacy Policy means Our Privacy Policy, which can be found at https://cuidadoconnect.com/privacy-policy.
Subscription means a subscription to access and use the Software, as described on the Website https://cuidadoconnect.com. There may be multiple subscription options available at any time, including variations as to the features and functionality made available, the Term, Fees and other matters.
Software means the fall detection software provided by us, as described on the Website.
Sub Licence has the meaning given in clause 3.2.
Tenant means the person who resides in the home or facility where the Hardware is installed, and who is monitored by the Software and the Hardware under Your Subscription.
Term means the term of Your Subscription, being the period commencing on the Commencement Date and ending on its expiration or termination under clause 13.
Terms & Conditions means the terms and conditions contained in this document (as amended from time to time), and incorporating the terms of the Privacy Policy.
User means any person who access or uses the Software under or otherwise in connection with Your Subscription.
Website means the website hosted as www.cuidadoconnect.com.
Questions?
If you have any questions about these Terms & Conditions, please contact us at legal@cuidadoconnect.com.