BeLinkd terms of use.

BeLinkd Pty Ltd ACN 667 706 434

1.             Background to the Terms of Use

Thank you for visiting our Terms of Use (Agreement), we are BeLinkd Pty Ltd ACN 667 706 434 (we, our, us and other similar terms). We provide a referral application which connects the medical community, known as BeLinkd (BeLinkd).

This Agreement outlines the terms and conditions associated with your use of BeLinkD. It is your obligation to ensure that you have read, understood and agree to the most recent terms available at belinkd.com.au (Website).

2.             Our Agreement with you

2.1           Accepting this Agreement

By creating a BeLinkd Account, you agree to comply with and be legally bound by the terms and conditions of this Agreement. If you do not agree to these terms, you have no right to continue using BeLinkd.

You must not use BeLinkd if you are not able to form legally binding contracts or are under the age of 18. If you create an Account on behalf of your employer or any other entity, you represent and warrant you hold authority to enter into this Agreement on behalf of that entity and that the entity will comply with the obligations contained herein.

2.2           About this Agreement

Throughout the Agreement we use some capitalised words and phrases, like the word Agreement. These capitalised words and phrases are defined in clause 16. They aid to clarify the terms and conditions.

Please feel free to email us at hello@belinkd.com.au if you have any questions.

3.             Term of this Agreement

This Agreement will commence when you create an Account for BeLinkd and will continue for the Subscription Period or until the date of termination of this Agreement in accordance with clause 14.

If this Agreement is not terminated in accordance with clause 14, prior to the expiry of the then current Subscription Period, this Agreement will automatically renew for a period equal to the current Subscription Period.

4.             Licence and our right to suspend your licence

We grant you a non-transferrable, non-exclusive and revocable licence to access BeLinkd for the Subscription Period, subject to the terms and conditions of this Agreement. The grant of the licence to access BeLinkd is subject to and conditional upon you maintaining a subscription to, one of our Subscription Packages.

We reserve the right to limit or suspend your licence to access BeLinkd if you fail to pay any Subscription Fee associated with your Subscription Package, or if in our reasonable opinion, you are in breach of any of your obligations or warranties in this Agreement.

Suspending your account will not constitute a breach of this Agreement by us, nor will it alter your obligation to pay any Subscription Fee.

5.             Payment of Subscription Fees

We will provide you with a monthly tax invoice for the Subscription Fee, which will be automatically deducted from your account each month.

Unless expressed otherwise, Subscription Fees are quoted in Australian Dollars and are exclusive of GST, withholding taxes, duties and charges imposed or levied in Australia, or overseas, in connection with this Agreement.

You are responsible for all bank fees and charges applied by the payment gateway provider, which you choose to use.

6.             Requirements for use

6.1           Access

You acknowledge and agree BeLinkd will only be accessible using the internet, by users with a valid Account and will not be available "locally" from your own servers or devices.

In order to make full use of the mobile application version of BeLinkd, you must allow BeLinkd access to your device, including to its data connectivity and notification services.

6.2           Support

Support for BeLinkd is provided in accordance with the support arrangements as set out on our Website and may vary from time to time.

6.3           BeLinkd outages and system maintenance

If it is necessary to interrupt your use of BeLinkd, we will endeavour to provide you with reasonable notice (where possible) of when, and the anticipated duration for which, BeLinkd will be unavailable.

You acknowledge access to BeLinkd may be changed, interrupted or discontinued for many reasons, some of which are beyond our control and during routine maintenance there may be updates to BeLinkd which may change the interface and manner in which it functions.

You agree that we are not liable for any loss, foreseeable or not, arising from any interruption to access, planned or not, and any such interruptions will not constitute a breach by us of these terms.

7.             Your use of BeLinkd

7.1           Registering an Account

In order to use BeLinkd, you are required to provide us with Personal Information and create an Account with us.

You agree to provide any information reasonably requested by us for the purpose of setting up your Account. You warrant that all of the information you provide to us is accurate and complete in all respects, you will inform us by updating your Account details whenever any such information changes and you will not provide false or misleading information.

We reserve the right to reject any new Account in our absolute discretion.

7.2           Account security

Maintaining the security of your Account is important to ensuring your Personal Information, and that data which we process on your behalf, remains safe. We work hard to keep BeLinkd secure and we ask you to contribute.

You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorised employee or agent may create an Account on behalf of your business. You also agree not to disclose your Account security credentials to another person or permit them to access your Account. You are responsible for the activities undertaken using your Account which occur via BeLinkd, whether such activities are authorised by you or not.

7.3           Lawful use of BeLinkD

You undertake not to upload, store or access any data on BeLinkd if such access or storage would infringe a person’s Intellectual Property right, breach any Privacy Law or breach any other law or applicable code (including any common law, statute, delegated legislation, rule or ordinance of the Commonwealth, or a State or Territory).

7.4           Conduct which is expressly prohibited

You must not:

(a)            in any way tamper with, hinder or modify BeLinkd;

(b)            use BeLinkD directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces or offends any person;

(c)            knowingly transmit any viruses or other disabling features to or via BeLinkd;

(d)            use any screen capture, data mining, robot, crawler or similar data gathering, reproduction or data extraction tools to collect information from BeLinkD or our Website for any purpose including the sending of unsolicited emails, soliciting our or another user’s clients or duplicating the content of BeLinkd;

(e)            use or include any part of BeLinkD in any service bureau or fee generating service offered to third parties;

(f)             intentionally disable or circumvent any protection or disabling mechanism of BeLinkd;

(g)            install or store any software applications, code or scripts on or through BeLinkd;

(h)            use BeLinkd in any way which could be reasonably expected to interfere with or damage our systems, any other operator's systems, or another user's enjoyment of BeLinkd;

(i)              use BeLinkd in connection with a breach of any law in Australia or the jurisdiction in which you operate; or

(j)              attempt, facilitate or assist another person to do any of the above acts.

8.             App Marketplace Providers

The BeLinkd mobile applications are available from Google Play and the Apple App Store (App Marketplace Providers).

This Agreement is between us and you only. We, and not the App Marketplace Provider, are responsible for BeLinkd, and we are solely responsible for:

(a)            its support and maintenance;

(b)            the investigation, defence, settlement and discharge of any claim which relates to an infringement of third-party Intellectual Property rights arising from the use of BeLinkd; and

(c)            any claim BeLinkd fails to conform to any applicable legal or regulatory requirement, including product liability claims and claims arising under consumer protection laws.

The App Marketplace Provider’s liability to you is limited to the refund of the purchase price of BeLinkd and any other remedies under consumer protection law. Your right to use the mobile version of BeLinkd is non-transferable and non-sublicensable, except to the extent the App Marketplace Provider permits family sharing or like sharing arrangements.

The App Marketplace Provider may monitor your use of BeLinkd and is entitled to enforce the terms of this Agreement against you. You agree to submit to their legitimate enforcement activities.

If there is any inconsistency between this Agreement and the application use rules set out in the App Marketplace Provider’s terms of service, their terms of service will prevail to the extent of the inconsistency.

You represent and warrant that 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 you are not listed on any U.S. Government list of prohibited or restricted parties.

9.             Privacy

You agree and consent to us handling your Personal Information in accordance with our Privacy Policy. We may amend our Privacy Policy in our sole discretion.  If we amend our Privacy Policy, we will post the new version on our Website. 

10.          Intellectual Property

We warrant we own or have a licence to use the Intellectual Property in BeLinkd.

If you provide us with content, including, without limitation, text, photos, images, audio, video and any other materials (User Content). Your User Content stays yours. This Agreement does not transfer ownership of User Content to us.

When you provide User Content, you grant us a non-exclusive, worldwide, perpetual, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with BeLinkd), communicate, publish, publicly display, publicly perform and distribute User Content for the purposes of allowing us to provide, improve, promote and protect BeLinkd.

You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content to the extent that it is used within BeLinkd.

While we reserve the right to take down any User Content which is in breach of this Agreement, you acknowledge and agree we are not required to monitor User Content, nor are we responsible for it.

You must not do any of the following, assist anyone to do any of the following or permit any person over whom you have effective control to:

(a)            create an adaptation or translation of, all or part of BeLinkd in any way;

(b)            use BeLinkd in a manner which may infringe any other persons Intellectual Property;

(c)            incorporate all or part of BeLinkd in any other webpage, site, application or other digital or non-digital format; or

(d)            except to the extent that reproduction occurs automatically through its ordinary use, directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, content, architecture, or algorithms contained in BeLinkD.

11.          Warranties

We aim to provide the best possible user experience, however, subject to the Non-excludable Conditions, we make no warranties or guarantees that BeLinkd is fault free, regarding BeLinkd’s fitness for any particular purpose which we have not expressed, or regarding your access to, or the results of your access to, BeLinkd including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

12.          Limitation of Liability

12.1         Implied Conditions

We expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.

12.2         Limitation of Liability

Subject to the Non-excludable Conditions, we exclude all other liability for any costs, including consequential losses, suffered or incurred directly or indirectly by you in connection with this Agreement, including:

(a)            BeLinkd being inaccessible for any reason;

(b)            incorrect or corrupt data, lost data, or any inputs or outputs of BeLinkd;

(c)            security vulnerabilities in BeLinkd or any breach of security that results in unauthorised access to, or corruption of data;

(d)            negligence arising from our activities or that of our service providers;

(e)            any unauthorised activity in relation to BeLinkd;

(f)             the occurrence of an Event of Force Majeure;

(g)            any engagement you have with other users of BeLinkd;

(h)            your breach of this Agreement; or

(i)              any act or omission by you, your personnel, your associates or any related body corporate under or in relation to this Agreement.

12.3         Limits to liability associated with goods and services

To the maximum extent possible under the law, we limit our liability for any breach to: in the case of goods: the re-supply of the goods or payment of the cost of the re-supply of the goods, or the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and in the case of services: the resupply of the services or the payment of the cost of having the services resupplied.

12.4         Indemnity

You indemnify us against all costs suffered or incurred by us, however caused, arising wholly or partially, directly or indirectly, including any costs arising from your breach of this Agreement, your infringement of any third party Intellectual Property rights associated with this Agreement, any harm to, claim or action by a third party (including to that third party’s personal property) which arise directly or indirectly from your use of BeLinkd, your interactions with other users of Belinkd and your breach of any law including, privacy and spam laws.

13.          Dispute resolution

A party claiming a dispute has arisen under this Agreement (Dispute) must give written notice to the other party specifying the nature of the Dispute. The parties must submit themselves to the dispute resolution procedure set out in this clause 13 before commencing any legal proceedings.

If the parties cannot resolve the Dispute between themselves within 30 days then either party may require the Dispute to be referred for mediation. The mediation must be undertaken in accordance with the Resolution Institute Mediation Rules, within the jurisdiction of the Agreement and, unless otherwise agreed between the parties, using a mediator nominated by the Resolution Institute. If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.

Each party must pay its own internal and legal costs in relation to complying with this clause 13. The mediator’s costs are to be shared equally.

The parties acknowledge and agree this clause 13 does not apply to the recovery of any debt or prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

14.          Termination

14.1         Termination notice

You may terminate this Agreement by sending us a Cancellation Notice or cancelling your subscription via the facility in your Account. Either option satisfies the requirements for termination to be provided in writing.

14.2         Termination for convenience

Either party may terminate this Agreement by providing the other party notice in writing. Termination will take effect, at the end of the then current Subscription Period.

14.3         Termination for cause

Either party may terminate this Agreement if the other party commits a material breach of this Agreement and the breach is incapable of being remedied or if the breach is capable of being remedied, the party in breach has failed to remedy the breach within 14 days after the receipt of notice to remedy.

14.4         Actions upon termination

Upon termination

(a)            you must immediately stop using BeLinkd;

(b)            we reserve the right to permanently erase any data associated with your Account; and

(c)            you will no longer have access to your Account.

15.          General

Assignment - We may assign, encumber, declare a trust over or otherwise create an interest in our rights in this Agreement without your consent.

Entire Agreement - This document contains the entire agreement between the parties about its subject matter.  Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.

Governing law - The laws of Queensland govern this Agreement. The parties submit to the non-exclusive jurisdiction of courts exercising jurisdiction there.

Notices - The parties agree all notices, disclosures and other communications that are provided in accordance with this clause, satisfy any legal requirement that such communications be in writing. Any communication under or in connection with this Agreement:

(a)            which we send to you, will be sent to the email address provided to us in your Account and by accepting these terms you give your consent to receive communications from us by email; and

(b)            which you send, must be either delivered or posted by prepaid post to our registered address or sent by email to our email address set out at clause 2.2.

Relationship - Nothing in this Agreement is intended to create or be construed as creating a relationship of agency, joint venture or partnership between any of the parties. 

Severability - Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change its intended effect.

Variations to this Agreement - We may vary this agreement by giving one month written notice to you. If you do not accept the terms of the variation, you may terminate your subscription in accordance with clause 14.1.

16.          Definitions used in this Agreement

Unless the terms and conditions of the Agreement state otherwise, the following expressions used in this Agreement have the following meanings:

Account or BeLinkd Account means the username and access credentials used when you access BeLinkD.

Agreement means these terms and conditions and any document incorporated into them by reference.

Cancellation Notice means a notice sent by either party, in accordance with clause 14, requesting the termination of this Agreement.

Confidential Information means information that is by its nature confidential, including but not limited to information relating to either party’s personnel, policies, practices, clientele, business strategies, Intellectual Property rights, the system operations associated with BeLinkd and security credentials. But does not include information already rightfully known to the receiving party at the time of disclosure by the other party or in the public domain other than as a result of a disclosure in breach of its obligations of confidentiality under this Agreement.

Event of Force Majeure means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, a ransomware attack or other malicious code.

Intellectual Property means all present and future rights conferred by statute, common law or equity (and all moral rights) in or in relation to business names, domain names, circuit layouts, computer code, confidential information, copyright, designs, formulas, inventions, knowhow, patents, plant varieties, recipes, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.

Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.

Payment Terms mean the requirement to make payment immediately on commencement of this Agreement and each subsequent Renewal Date in accordance with the Subscription Package selected.

Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.

Privacy Law means both the privacy laws in the jurisdiction in which you operate and the Privacy Act 1988 (Cth) incorporating the Australian Privacy Principles.

Privacy Policy means the privacy policy available on our Website as amended by us from time to time.

Renewal Date means a date one Subscription Period following the beginning of the then current Subscription Period.

Subscription Fee means the periodic price for the BeLinkD Subscription Package as set out on our Website.

Subscription Package means one of the subscription packages advertised on our Website from time to time.

Subscription Period means the period set out on the Subscription Package at the time you subscribe to our services.

You or your means the person or entity using BeLinkd.

Us, we or our means BeLinkd Pty Ltd ACN 667 706 434.

Website means the website located at belinkd.com.au and any of its subdomains.