Terms and Conditions.

Our Circle Organiser and Our Circle Friends Terms and Conditions.

Welcome to Our Circle Organiser and Our Circle Friends! We provide two related apps – Our Circle Organiser and Our Circle Friends (Services), as set out in more detail on our website (www.ourcircle.com.au) (Site).

To download a PDF of these Terms and Conditions, please click here http://www.ourcircle.com.au/docs/TandC.pdf.In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean Our Circle Pty Ltd (ACN 654 987 390). We can be contacted at info@ourcircle.com.au.

These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use the Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

● our privacy policy (on the Site) which sets out how we will handle your personal information;

● clause 1.6 (Variations) which sets out how we may amend these Terms;

● clause 3 (Fees) which sets out important information about payments and recurring services, including whether you can cancel the Services and whether any of the Services auto-renew; and

● clause 10 (Liability) which sets out exclusions and limitations to our liability under these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link in the Services, or for featuring certain goods or services on the Services.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Engagement and Term

1.1 These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

1.2 Subject to your compliance with these Terms, we will provide you with access to the Services.

1.3 We will not be responsible for any other services unless expressly set out in these Terms or on our Site.

1.4 If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

1.5 Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

1.6 We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services. If you have paid upfront for recurring access to any of the Services (excluding one-time purchases) and you would like to cancel them, please contact us in writing within 30 days of receiving notice to cancel that recurring access and we will issue you a pro-rata refund for such Services.

1.7 You must be at least 16 years of age to create an Account and use the Services. By creating an Account or using the Services, you represent and warrant that you are 16 years of age or older. If you are under the age of 18 but at least 16 years old, you represent that you have reviewed these Terms with your parent or legal guardian and they agree to these Terms on your behalf. If we become aware that an Account has been created by a person under the age of 16, we reserve the right to terminate that Account immediately and without notice.

2. Account

2.1 You may sign up for an Account in order to access and use the Services.

2.2 While you have an Account with us, you agree to:

(a) keep your information up-to-date (and ensure it remains true, accurate and complete);

(b) keep Account IDs and recovery codes secure and confidential, and protect them from misuse or being stolen; and

(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

2.3 If you delete your Account, you will lose access to the Services.

Organiser Accounts

2.4 Organiser Accounts are provided free of charge to designated care organisers.

2.5 Organisers are responsible for inviting and managing their circle of Friends through the Services.

2.6 We reserve the right to verify the authenticity of Organiser Account requests.

Friend Accounts

2.7 Friend Accounts require payment of a one-time fee as specified on our Site.

2.8 Each friend circle (Friend Circle) is linked to a specific Organiser Account and requires an invite from the Organiser.

3. Fees

3.1 You may choose to purchase Services from us, as set out on our Site (Paid Services). You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Site (as applicable). This payment grants perpetual access to your patient circle.

3.2 Details of our Paid Services, including features, limitations, and fees are set out on our Site.

3.3 Our payments methods will be set out at the time you purchase the Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).

3.4 You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

3.5 If any fees due under these Terms or as a result of your use of the Services are not paid on time, we may:

(a) suspend your access to the Services; and

(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

3.6 You are responsible for paying any levies or taxes associated with your use of the Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

4. Licence

4.1 During the Term, we grant you a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.

4.2 When you purchase our Paid Services, your access rights will vary based on the type of service. For one-time purchases, we grant you the right to access the purchased Service until the earlier of the specified duration of access, the termination of these Terms or your cancellation of the specific Service. For recurring services, we grant you and your Authorised Users a right to access the relevant Services only for the duration that you continue to pay for the Service, subject to these Terms. These rights cannot be passed on or transferred to any other person.

4.3 You agree to ensure that all Authorised Users of the Services, including but not limited to Organisers and Friends, accept and comply with our End User License Agreement (EULA) before accessing or using the Services. You acknowledge that continued access to and use of the Services by any Authorised User is contingent upon their ongoing compliance with the EULA. We reserve the right to suspend or terminate access to the Services for any Authorised User who violates the EULA.

4.4 You must not:

(a) access or use the Services in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b) interfere with or interrupt the supply of the Services, or any other person’s access to or use of the Services;

(d) use any unauthorised or modified version of the Services, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;

(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f) use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user Account, or time-sharing;

(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

(h) access or use the Services to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

5. Availability, Disruption and Downtime

5.1 While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

5.2 The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

5.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

6. User-Generated Content and Conduct

6.1 Our Site allows users to generate and share content within their Circles. You agree that you are solely responsible for any content you post, send, or share through the Site.

6.2 You agree not to post, send, or share any content that is illegal, abusive, harassing, harmful, threatening, defamatory, obscene, or otherwise objectionable. We have zero tolerance for such content or abusive users. We reserve the right to determine, in our sole discretion, whether content violates these Terms.

6.3 We employ automated systems and processes to filter objectionable content. However, given the volume of user-generated content, we cannot guarantee that all objectionable content will be caught by our filters.

6.4 If you encounter any objectionable content or abusive users, you must report them using the in-app reporting feature. When reporting, you will be required to provide the unique code for the Circle in question.

6.5 Our Site provides mechanisms for users to block other users they find abusive or objectionable. Blocked users will not be able to interact with the user who blocked them within the Site.

6.6 We reserve the right to remove any content that violates these Terms and to take appropriate action against the user who posted such content, including but not limited to suspending or terminating their account. We will act on reports of objectionable content within 24 hours of receiving such reports.

6.7 By using our Site, you acknowledge and agree that our personnel may access your Circle's content when investigating reports of abuse or violations of these Terms. This access will be limited to the purpose of investigating and addressing the reported issues.

6.8 Users found to be repeatedly violating these Terms may have their accounts permanently terminated.

6.9 By accepting these Terms, you explicitly agree to comply with the above provisions regarding user-generated content and conduct.

7. Intellectual Property and Data

7.1 We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

7.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

7.3 We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

(a) supply the Services to you (for example, to enable you to access and use the Services), and otherwise perform our obligations under these Terms;

(b) diagnose problems with the Services;

(d) send you information we think may be of interest to you based on your marketing preferences;

(e) perform analytics for the purpose of remedying bugs or issues with the Services; or

(f) perform our obligations under these Terms (as reasonably required).

7.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

7.5 You are responsible for (meaning we are not liable for):

(a) the integrity of Your Data on your systems, networks or any device controlled by you; and

(b) backing up Your Data.

7.6 When you use the Services, we may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

7.7 If you do not provide Your Data to us, it may impact your ability to receive the Services.

7.8 This clause 6 will survive the termination or expiry of these Terms.

8. Confidential Information and Personal Information

8.1 While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

8.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

8.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.

8.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent). You must not share any data about a person under the age of 16 through the Services. For Circle Subjects aged 16 or 17, you must obtain permission from both the Circle Subject and their parent or legal guardian before creating a Circle or sharing any data about them.

8.5 You must:

(a) maintain strict confidentiality of all Personal Information accessed through the Services;

(b) not share or disclose Personal Information outside of the Services;

(d) not use the Services to share medical advice; and

(e) comply with all applicable healthcare privacy laws and regulations.

8.6 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

8.7 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

8.8 This clause 8 will survive the termination or expiry of these Terms.

9. Consumer Law Rights

9.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

9.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

9.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

9.4 This clause 9 will survive the termination or expiry of these Terms.

10. Liability

10.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(b) any use of the Services by a person or entity other than you.

10.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

(a) neither we or you are liable for any Consequential Loss;

(b) a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;

(c) (where the Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability, or if you have not paid for the Service, to AU$1,000.

10.3 This clause 10 will survive the termination or expiry of these Terms.

11. Notice Regarding Apple

11.1 To the extent that you are using or accessing the Services on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Services and any content available on the Services.

11.2 Apple has no obligation to furnish you with any maintenance and support services with respect to the Services.

11.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

11.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

11.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

11.6 You agree to comply with any applicable third-party terms when using our mobile application.

11.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

11.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

12. Suspension and Termination

Suspension

12.1 We may suspend your access to the Services where we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of your Account ID and recovery code details for the Services). If we suspend your access to the Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

Termination

12.2 We may terminate these Terms (meaning you will lose access to the Services, and any recurring Services will be cancelled) if:

(a) you fail to pay your fees when they are due;

(a) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(b) you breach these Terms and that breach cannot be remedied;

(c) we decide to discontinue the Services, in which case we will provide you with at least 90 days’ written notice and if you have paid upfront for ongoing access to any of the Services (excluding one-time purchases) we will issue you a pro-rata refund for such Services; or

(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

12.3 You may terminate these Terms if:

(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b) we breach these Terms and that breach cannot be remedied, and if you have paid fees for recurring Services upfront, you will be issued a pro-rata refund of any unused part of those fees based on the portion of the then-current Services period remaining.

12.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 13.8), and if you have purchased any recurring services, termination will take effect at the end of your current Services period.

12.5 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

12.6 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

12.7 This clause 12 will survive the termination or expiry of these Terms.

13. General

13.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

13.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Brisbane, Queensland, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

13.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

13.4 Governing law: These Terms are governed by the laws of Queensland, and any matter relating to these Terms is to be determined exclusively by the courts in Queensland and any courts entitled to hear appeals from those courts.

13.5 Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

13.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

13.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

13.8 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

13.9 Professional Services Disclaimer: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

14. Definitions

14.1 In these Terms:

Account means an account accessible to the individual or entity who signed up to the Services.

Authorised User means any individual who is granted access to the Services through an Account, including but not limited to Organisers, Friends, and Circle Subjects.

Circle refers to a group created within our Services for a specific individual who requires care or support.

Circle Subject means the person for whom a Circle is created and who is the focus of the care and support coordinated through our Services.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute “Consequential Loss”.

Friend means any user invited by an Organiser to join a Circle to provide support or assistance to the Circle Subject.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Organiser refers to the user who creates and manages a Circle for a Circle Subject.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Services means the services we provide to you, as detailed at the beginning of these Terms.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving the Services or stored by or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.

Terms and Conditions.

Our Circle Organiser and Our Circle Friends Terms and Conditions.

Organise your circle of support with Our Circle.