1. Getting Started
1.1 This Agreement: Thank you for choosing Practice Insight’s proprietary Software to assist with your practice management strategy. Access to and use of the Software ordered by you and our Services (where applicable) with respect to the Software are governed by this Customer Licence Agreement (agreement). In this agreement, we or us means Practice Insight Pty Ltd (ABN 53 144 468 806). Unless the context otherwise requires, capitalised terms have the meaning defined in clause 11 of this agreement.
1.2 Acceptance: You acknowledge and agree that you have acquired a licence to access and use the Software subject to the terms and conditions of this agreement. Each User accessing the Software is deemed to accept the terms and conditions of this agreement (for and on behalf of you) as follows:
- with respect to use of the Software as an app on a smartphone or other mobile devices, by each User clicking the “I ACCEPT” button; or
- subject to clause 1.2(a), when we accept your order for the Software (the details of which may be set out in a proposal or an order form in a format reasonably required by us).
If you do not agree to all the terms and conditions of this agreement, please do not access and use the Software. For the avoidance of doubt no terms or conditions of yours, including any terms or conditions printed on or referred to in your offer to purchase or order form provided by you will be binding on us or have any legal effect unless expressly agreed to in writing by us.
1.3 Liaison Officer: You will need to appoint a liaison officer (Liaison Officer) as the primary contact for all matters in relation to the Software, our Services (where applicable) and all related matters. The Liaison Officer must have appropriate skills, experience and authority to enable him or her to satisfy his or her responsibilities under this agreement and be available for consultation with us at all reasonable times during Business Hours. You will promptly notify us if your Liaison Officer is being replaced.
1.4 System Requirements: You must ensure that all equipment, software and the computing environment used to access the Software comply with the System Requirements. You will be solely responsible for all computer functionality, operating system and network services in relation to your equipment
2. Access to the Software
2.1 Licence: Upon our acceptance of your order for the Software (the details of which may be set out in an order form in a format reasonably required by us) and provided you are complying with your obligations under this agreement and have paid all Fees, we grant to you from the Commencement Date a limited, non-exclusive, non-transferable licence to access and use the Software hosted by us or our contractors solely for your internal business purposes for the Term.
2.2 No. of Users: The licence granted under clause 2.1 is limited to access and use of the Software by the number of Users as specified in your order and agreed by us (as applicable). The number of Users may not be reduced but you may authorise different Users to access and use the Software from time to time when you are licensed to use the Software under this agreement. You agree that we may monitor your use of the Software to assess your compliance with this clause. You must, on our request, report to us the number of Users every 6 months (from the Commencement Date) during the Term in a manner reasonably required by us.
2.3 Source Code: The Software is either web-based or may be made available as an app on a smartphone or other mobile devices. You acknowledge that none of its source code will be made available to you.
2.4 Hosting: Subject to the terms of this agreement, we will host the Software and make it available for access at the Software Web Address, as applicable. We will use our best efforts to provide you with access to the Software with a service availability of 95% uptime. -You should be aware and agree that access to and use of the Software may be temporarily suspended for scheduled or urgent server maintenance work. We will endeavour to give you at least 2 days’ notice for any scheduled maintenance sessions and where practicable notify you in relation to any urgent maintenance services. We will use reasonable endeavours to conduct the maintenance services outside Business Hours.
2.5 Client Data: You may, where applicable, enter Client Data into the Software. Your are solely responsible for the accuracy and completeness of all Client Data and all Reports you create using the Client Data. You are responsible for the backup of all Client Data and Reports. We take no responsibility for loss of Client Data and Reports relating to or arising from the use of the Software.
2.6 User Name and Password: To access the Software, you will need a unique user name and password. We will issue you one username and one password for the Software for each User. With respect to the WiseTime Software, at your request, we will issue to your Liaison Officer a username and password which will enable your Liaison Officer to assign additional user names and passwords to other Users authorised to use the WiseTime Software. Please ensure the user names and the passwords are kept safely. You are entirely responsible for any misuse or abuse of any user names, passwords or other log in details by any person.
2.7 Monitoring Use: You must supervise and control the use of the Software in accordance with this agreement and ensure all Users are made aware of and comply with the agreement. You must immediately notify us in writing of any actual or suspected unauthorised use or disclosure of any user names, passwords or other log in details in relation to the Software.
2.8 Restrictions on Use: You must not and you must ensure all Users gaining access to the Software do not, (even after the termination or expiry of this agreement):
- acquire, download, reproduce, or install the Software, in whole or in part, on any computer equipment or device other than in the course of use permitted under this agreement;
- sell, lease, license, sub-license, rent, loan, timeshare, encumber, distribute or otherwise transfer the Software, in whole or in part, to any other person;
- unless expressly agreed by us, use the Software, in whole or in part, to provide outsourcing or computer bureau services, or in any application or for any purpose requiring continuous or fail-safe operation for the avoidance of personal injury, death or illness of any person;
- decompile, disassemble, reverse engineer, attempt to derive the source code for, modify, adapt, translate or copy the Software, in whole or in part;
- provide, disclose, divulge, make available to, or permit use of the Software, in whole or in part, by any unauthorised third party;
- develop any software or create derivative works based upon the Software or our Confidential Information;
- disclose any file (other than Reports) or any part of the Software to any person who is not a User, or allow them to be used for any purpose;
- to the extent any username or password is issued for access to the Software, disclose any such user name or password to any person who is not a User, or allow them to be used for any purpose;
- remove, tamper with, seek to override or otherwise interfere with any security or technological protection measure forming part of the Software; or
- alter, remove, obliterate, or obscure from view any copyright, trade mark or confidentiality notice or legend appearing on or within the Software.
2.9 Updates: We may, at our discretion, release Updates for the Software from time to time at no additional charge. Use and access to all Updates are subject to this agreement.
3.1 Support Services: We will provide you with the Support Services for the relevant Software. Such Support Services are included in the Licence Fee. Any services performed by us outside of the scope of the Support Services will be charged in accordance with our Additional Services Rates.
3.2 Additional Services: We may provide Additional Services as agreed between you and us at the Additional Services Rates from time to time. All performance of Additional Services, including delivery of outcomes and ownership of and rights to Intellectual Property with respect to the Additional Services are subject to this agreement, unless agreed between you and us in writing.
3.3 Requests for Services: All requests for Services must be made to us by your Liaison Officer. Services will be delivered to your Liaison Officer or other agreed persons.
3.4 Performance: All Services will be performed by us in accordance with this agreement and to a standard of care and diligence in accordance with accepted industry practice and all applicable laws and regulations. We may subcontract the supply (in whole or in part) of our Services.
3.5 Services Exclusions: Our obligations to perform our Services (unless agreed by us with respect to the performance of Additional Services) and other obligations under this agreement do not include the correction of errors, defects or problems caused by:
- your fault or negligence or the fault or negligence of any person acting on your behalf;
- improper or unauthorised use of the Software;
- any modifications or alterations of the Software other than by us;
- causes external to the Software such as, but not limited to, power failure, electric power surges or a Force Majeure event;
- your failure to comply with any reasonable guidelines, instructions, documentation or training provided by us;
- any fault, defect, omission or error in any data, software or equipment not supplied by us (including your equipment);
- any failure arising out of any network (including the internet) or communications; or
- use of the Software with any software or equipment not approved or recommended by us, or in a manner or for a purpose in breach of this agreement or not reasonably contemplated by this agreement.
3.6 Supply of Services to Third Parties: Except for our confidentiality obligations outlined in clause 7.2, nothing in this agreement restricts our right to provide access to any of the Software, consultancy, design, research and development or other services to any other persons.
4. Assumptions and Limitations
4.1 Acknowledgments on Assumptions: The Software, our Services, all Reports and other outputs generated by the Software or our Services are subject to some important assumptions and qualifications, as set out in this clause 4.
4.2 Filing Analytics and Citation Eagle: For the Filing Analytics and Citation Eagle Software, you acknowledge and agree that any Reports and outputs generated by the Software and related Services are:
- only intended to provide high level information on the subject matter and must not be used as the sole or primary basis for making business or legal decisions (including on behalf of your clients);
- subject to the availability of data from our third party data sources and must not be treated as exhaustive;
- subject to the accuracy, form and nature of the data captured by the Software from public and other third party databases. The data and information captured by the Software or contained in the Reports have not been separately confirmed or verified by us;
- subject to any lag time for our third party data sources to capture relevant data. For example, some applications for registered intellectual property rights may not be captured for up to six months; and
- subject to important limitations assumptions and qualifications from our third party data sources and are therefore provided to you subject to such limitations, assumptions and qualifications.
4.2 Wisetime: For the Wisetime Software, you acknowledge and agree that any Reports and outputs generated by the Software and related Services are:
- only intended to capture and provide summary information on time expenditure by the relevant User and must not be used as the sole or primary basis for making financial, resourcing or other business decisions;
- subject to the algorithm of the Software with respect to aggregating or rounding up short span of time. For example, time entries of less than 30 seconds may be considered part of larger time entries for time accounting purposes;
- subject to the manual data input of the User which will override the time entry captured automatically by the Software. The data (whether manually input by User or automatically captured by the Software) has not been separately confirmed or verified by us; and
- where applicable, subject to the User providing consent for viewing by you.
4.2 No liability: To the extent permitted by law, we expressly exclude all liability (however arising and whether direct or indirect) to the extent it arises out of or in connection with the matters specified in this clause 4, including your use for such purposes or your reliance on such estimates or results.
5.1 Fees: We will invoice you for the Fees as follows:
- when you access and use a Software on a per use basis, the Licence Fee will be invoiced and payment collected at the time of order;
- when you purchase an annual or monthly subscription to access and use the Software, the annual or monthly Licence Fee will be invoiced on the Commencement Date and upon each annual or calendar month anniversary during the Term;
- our charges for any Additional Services will be invoiced monthly or, where agreed separately with you in writing, at the time of our agreement to provide the Additional Services, in the manner and at the time agreed.
5.2 Payments: Other than with respect to clause 5.1(a) and unless otherwise agreed by us, you agree to pay the full invoiced amount within 14 days of the date of the relevant invoice. All payments must be made in Australian currency using bank draft made payable to Practice Insight Pty Ltd or direct deposit into our nominated bank account, or in such other currency or by such other payment method as indicated on the relevant invoice. We reserve the right to charge interest on any overdue payments or suspend access to the Software and the provision of our Services until all outstanding amounts are paid. Where applicable, we charge a small foreign exchange rate on top of the daily exchange rate when calculating fees in other currencies to the Australian currency.
5.3 Review: We may at our discretion increase the Fees but not during the initial twelve (12) months of the Term (unless otherwise agreed) and thereafter not more than once every twelve (12) months. If you do not agree to the increase in Fees, you may terminate this agreement by written notice.
5.4 Goods and Services Tax: All Fees are not refundable and are exclusive of any applicable GST or value added taxes or any other levies or charges that may be imposed by an authority of your jurisdiction (Taxes). Upon our request, you must pay or reimburse to us any amounts payable on account of Taxes levied upon or arising out of the supply of the Software or any Services by us to you.
6. Intellectual Property
6.1 Background Intellectual Property: You acknowledge that (as between you and us) all Intellectual Property in and to the Software and all trade marks (registered and unregistered) used, acquired or developed by us in connection with the Software or Services (collectively, Background Intellectual Property) belong to us. Apart from the permitted use under this agreement, you acquire no right, title or interest in or to any of above by virtue of this agreement.
6.2 Client Data: As between you and us, you will retain all rights with respect to the Client Data and will be responsible for obtaining all necessary permissions, authorisations, licences and consents in relation to the provision to and use of all Client Data. You grant to us a non-exclusive, royalty-free licence (including the right to sub-license) to use, copy, modify and reproduce the Client Data for the purpose of performing this agreement. You agree that we may use the Client Data outside the scope of this agreement, provided that the Client Data is in a de-identified form.
6.3 Reports: If any Report is generated as a result of the use of the Software, the Report and all copyright in the Report, other than copyright that forms part of our Background Intellectual Property, will, subject to payment of the Licence Fee for the relevant Software by you under this agreement, become your property upon delivery. To the extent that any of our Background Intellectual Property is incorporated in the Report, you are granted the right to use such Background Intellectual Property in conjunction with the Report for your own business purposes or for such other purpose as is expressly agreed in writing by us.
6.4 Developed Intellectual Property: Subject to clauses 6.2 and 6.3, all other Intellectual Property created, conceived, developed or reduced to practice in the course of the performance of our Services (including any Additional Services) vests in and is assigned to us with effect from its creation.
6.5 No Challenge: To the extent permitted by law, you agree not to take any action, and not to assist any person to take any action that may jeopardise, limit, challenge or interfere with our ownership of or rights with respect to the Software or our Intellectual Property pursuant to the “Background Intellectual Property” or “Developed Intellectual Property” provisions under this clause 6.
6.6 Infringement: You agree to notify us immediately if you receive any claim that the use of Software infringes the rights of a third party. Without limiting any other provision of this agreement, if the Software infringes the Intellectual Property rights of any third party, we may at our discretion, modify or re-work the Software so that such infringement is removed; procure the right for you to continue enjoying the benefit of the Software in accordance with this agreement; or terminate this agreement upon immediate written notice to you (where we do so, this will be our sole liability to you to the extent permitted by law).
7. Privacy, Confidentiality and Use of Name
7.2 Confidentiality: Each of you and us must, in relation to the other party’s Confidential Information:
- keep the Confidential Information in strict confidence and not provide, disclose, divulge or make available to or permit use of any part of such Confidential Information by any other person (unless legally compelled to do so by any judicial or administrative body);
- only permit access to the Confidential Information to those employees who must have such information for the performance for their duties and ensure such employees comply with the confidentiality requirements set out in this agreement;
- use the Confidential Information only for the purpose set out in this agreement; and
- at the other party’s option, immediately cease use of, deliver to the other party or destroy all documents and other materials in any medium in its possession or under its control which contain or refer to any Confidential Information on the earlier of demand by the other party, expiry or termination of this agreement for any reason.
7.3 Use of Name: You agree that we, or IPH Limited may refer publicly to the fact that you are a user of the Software in any press release, advertising or other promotional material.
8. Limitation of Liability
8.1 Prescribed Terms: Nothing in this agreement excludes, restricts or modifies the application of any legislation which by law cannot be excluded, restricted or modified. Without limiting the foregoing, where you are considered a “consumer” within the meaning of the Australian Consumer Law (ACL) we give the guarantees to the extent required by the ACL (Consumer Guarantees) with respect to the Software and our Services.
8.2 No Warranty: Subject to clause 8.1 and to the extent permitted by law, all representations, warranties, guarantees, terms and conditions which would otherwise be implied or imposed in this agreement in connection with the Software, our Services or otherwise relating to the performance of our obligations under this agreement, or any other goods or services supplied or to be supplied by us under this agreement, are excluded (including any warranty with regard to merchantability, durability, fitness for purpose, or non-infringement of third party rights). Without limiting the foregoing, we will have no obligation to make corrections, repairs or replacements for any goods or services supplied under this agreement where any error, failure or defect, results in whole or in part, from causes specified in our Services Exclusions under clause 3.5.
8.3 Exclusions: To the extent permitted by law, we do not warrant that the Software will be error free or that their access or use will be uninterrupted, will operate in combination with other software or any particular equipment or system, or will provide any function (other than as communicated by us to you in writing from time to time).
8.4 Limitation of Liability: Without limiting the generality of this clause 8:
- we will not be liable to you for any special, indirect or consequential loss or damage, any loss of profit or business opportunity, any business interruption or loss of business information arising out of or relating to this agreement, including claims arising out of the use, not being able to use or any delay in using the Software or Services, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise;
- to the extent permitted by law, our liability for any claim arising from a breach of any term or condition implied or imposed by statute which cannot by law be excluded is limited, at our option, to the repair or replacement of the goods, the cost of repairing or replacing the goods, the re-supply of those services or the payment of the cost of re-supplying those services; and
- our aggregate liability under or in relation to this agreement however arising, including under contract, tort (including negligence), under statute or otherwise, arising out of any act, omission or event or connected series of acts, omissions or events will not exceed the amount of Fees paid by you to us in the 12 months prior to us being notified of such act, omission or event, and for all acts, omissions and events whenever occurring will not exceed in aggregate the total amount of Fees paid by you to us under this agreement.
8.5 Indemnity: You indemnify and hold us and our respective officers, directors, employees and agents harmless for any loss, claim, damage, liability, action, settlement award, judgment, expense (including reasonable legal fees and costs and any other legal or other expenses incurred by any of them in investigating or defending any actions or threatened actions) of whatsoever kind or nature and howsoever arising that we might suffer as a result of a breach of this agreement or any unauthorised use of the Software by you.
9.1 Term: This agreement commences on the Commencement Date and continues until:
- where you order to access and use a Software on a per use basis, all relevant Reports have been provided to you; or
- where you purchase an annual or monthly subscription to access and use the Software, subject to clause 9.2, the expiry of twelve (12) months or the relevant calendar month (as applicable) from the Commencement Date,
unless it is terminated in accordance with its terms.
9.2 Renewal: Other than with respect to clause 9.1(a), this agreement is automatically renewed for subsequent terms of twelve (12) months or, where applicable, each calendar month upon the expiry of the initial term or a subsequent term, unless a party provides at least three (3) months’ written notice for an annual licence or 30 days’ written notice for a monthly licence prior to the expiry of the then current term.
9.3 Non-Payment: We reserve the right immediately to terminate the licence granted to you under clause 2.1, or suspend your use of the Software, by notice to you effective on receipt, if you fail to remit a payment of Licence Fees when due.
9.4 Termination for Breach: This agreement may be terminated by a party by immediate written notice if the other party is in breach (other than a trivial breach causing no material harm); and where the breach is capable of remedy, the party in breach fails to remedy the breach within 30 days of written notice from the other party.
9.5 Termination for Insolvency: We may terminate this agreement by immediate written notice to you if you are unable to pay your debts as they fall due, if you appoint an administrator, make or commence negotiations with a view to making, a general re-scheduling of your indebtedness, a general assignment, scheme of arrangement or composition with your creditors, or seek or are granted protection from your creditors, under any applicable legislation.
9.6 Consequences of Termination: On termination or expiry of this agreement for any reason, all licences granted under this agreement terminate and all Fees and other payments paid to us remain our property. You further agree to pay to us the following within 10 Business Days:
- all Fees accrued or due but unpaid; and
- any costs which have been incurred or for which we are committed in relation to this agreement,
as at the date of termination or expiry.
9.7 Surviving clauses: Clauses 2.8 (Restrictions on Use), 4 (Assumptions and Limitations), 6 (Intellectual Property), 7 (Privacy, Confidentiality, and Use of Name), 8 (Limitation of Liability) and 9.6 (Consequences of Termination) survive termination or expiry of this agreement for any reason.
10.1 Entire Agreement: This agreement constitutes the entire agreement between you and us with respect to this subject matter and supersedes and replaces all prior agreements and understandings between you and us relating to that subject matter. No part of this agreement is to be construed to the disadvantage of a party because that party was responsible for its preparation.
10.2 Amendment: This agreement may only be modified by written agreement signed by both parties.
10.3 Assignment: You may not assign or transfer your rights or obligations under this agreement unless with our prior written consent (which may be granted or withheld at our sole discretion).
10.4 Contractors: The relationship of the parties under this agreement is one of independent contractors and not of employment, partnership, joint venture, trustee and beneficiary, or principal and agent.
10.5 Notices: All notices under this agreement must be in writing and sent by post at Practice Insight GmbH, Siegfriedstrasse 8, 80803 Munich, Germany or email at email@example.com.
10.6 Severance: If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement shall remain otherwise in full force apart from such provision which shall be deemed deleted.
10.7 No Waiver: Any delay or failure by us in enforcing our rights under this agreement is not to be construed as a waiver of those rights.
10.8 Assurance: Within a reasonable time of request by a party, the other party must, at its own expense, do all things (including executing documents) reasonably necessary to give full effect to this agreement.
10.9 Force Majeure: If the performance of this agreement or any obligations under this agreement (except for the making of required payments) is prevented, restricted, or interfered with by reason of Force Majeure, the affected party, upon giving prompt notice to the other party, is excused from such performance to the extent of such prevention, restriction, or interference. The affected party must use its best efforts to avoid or remove the Force Majeure or to limit the impact of the event on its performance and must continue performance with the utmost dispatch when the Force Majeure is removed.
10.10 Governing Law: This agreement is governed by the laws of New South Wales and, the parties submit to the non-exclusive jurisdiction of the courts of New South Wales. Service of any legal process may be effected on a party by forwarding that legal process as if it were a notice given under this agreement.
11.1 Dictionary: In this agreement, unless the context otherwise requires, capitalised or highlighted terms have the following meanings:
Additional Services means services other than the Support Services and may include any services carried out by us at your request which is determined to have resulted, in whole or in part, from a cause set out in our Services Exclusions set out in clause 3.5 and any other services agreed between you and us to be provided under this agreement.
Additional Services Rates means the then current additional services rates notified by us to you from time to time.
Business Day means a day that is not a Saturday, Sunday or public holiday in New South Wales, Australia, or in the place where a party principally carries out its business, as applicable.
Business Hours mean 9:00am to 5:00pm on Business Days.
Client Data means all content, data and information provided by you and entered into the Software licensed under this agreement.
Commencement Date means the date on which your access to the Software is enabled.
Confidential Information means all know-how, technical and financial information, and any other commercially valuable or sensitive information in whatever form, including inventions (whether or not reduced to practice), trade secrets, methodologies, algorithms, formulae, graphs, drawings, samples, devices, models and any other materials or information of whatever description, which a party regards as confidential, proprietary or of a commercially sensitive nature. For the avoidance of doubt, our Confidential Information includes the terms of this agreement, the terms of any proposals submitted to you in relation to the provision of the Software and the Services and all information in or relating to the Software.
The following are exceptions to such information:
- information which is lawfully in the public domain prior to its disclosure to the recipient party by the other party;
- information which enters the public domain other than as a result of an unauthorised disclosure;
- information which is or becomes lawfully available to the recipient party from a third party who has the lawful power to disclose such information to the recipient party on a non-confidential basis (as shown by contemporaneous written records); and
- information which is rightfully known by the recipient party (as shown by contemporaneous written record) prior to the date of disclosure.
Fees means any fees payable by you under this agreement, which includes the Licence Fee and any fees for the Additional Services.
Force Majeure means an act of God, fire, lightning, explosions, flood, subsidence, terrorist act, insurrection or civil disorder or military operations, communications infrastructure failure, government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo, inability or delay in obtaining governmental or quasi-governmental approvals, consents, permits, licences or authorities, strikes, lock-outs or other industrial disputes of any kind and, any other cause whether similar or not to the foregoing, outside of the affected party’s control.
GST means GST as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.
Intellectual Property means statutory and other proprietary rights in respect of copyright and neighbouring rights, future copyright, all rights in relation to inventions, patents, plant varieties, registered and unregistered trade marks, registered and unregistered designs, circuit layouts and rights to require information be kept confidential, but does not include moral rights that are not transferable.
Licence Fees means, with respect to the relevant Software, the fees payable for accessing and using the Software for the Term.
Report means any output or report generated through use of the Software.
Services means the Support Services and the Additional Services, or any of them.
Software means the relevant software or applications, whether web based or otherwise, licensed to you under this agreement:
- Filing Analytics, software that provides data analysis of intellectual property databases in identified jurisdictions with respect to patent activity undertaken by intellectual property professionals;
- WiseTime, an activity and time capturing software; or
- Citation Eagle, software that provides data analysis of intellectual property databases in identified jurisdictions with respect to patent filing activity, including citations of registered patents and patent applications,
and including any Updates or documentation for such Software made available to you by us under this agreement.
Software Web Address means, with respect to each Software below, the following web address and as amended and notified by us to you from time to time:
- for Filing Analytics, https://filinganalytics.io/;
- for WiseTime, https://wisetime.io/
- for Citation Eagle, https://citationeagle.com/
Support Services means, unless otherwise agreed between you and us, support services provided in the form of a “help desk” with a contact point to be reached by email in relation to the Software during Business Hours during the term of the relevant licence to the Software.
System Requirements means the minimum requirements for computers, handheld devices, software, bandwidth and integrations for accessing the Software specified by us from time to time.
Term means the term of this agreement commencing on the Commencement Date and expiring or terminated in accordance with clause 9.
Updates means any modifications, enhancements, improvements, or revisions to the Software, including updates to improve their performance or correct errors, to comply with changes to industry guidelines or technological enhancements, but does not include new versions of the Software which have altered functional characteristics.
User means each person, including employees, consultants and agents, who is permitted to access or use the Software by you and accesses or uses the Software under the authority or control of you.
11.2 Interpretation Principles: In this agreement, unless the contrary intention appears:
- the singular includes the plural and vice versa;
- a person includes a corporation, unincorporated association, partnership, joint venture or public, statutory or governmental association or agency;
- a statute or regulation includes an amendment, replacement or re-enactment of that statute or regulation;
- 'including' and similar words are not words of limitation;
- a reference to currency is to Australian currency; and
- headings are for convenience only and do not form part of this agreement or affect its interpretation.
Customer Licence Agreement ends here
Compliance with legal obligations
What is Personal Information?
“Personal Information” is information that identifies you, or information by which your identity can reasonably be ascertained (whether true or not).
From whom do we collect Personal Information?
In the course of operating our business we may collect Personal Information from:
- users of the Websites;
- persons who seek products or services from us;
- clients and their personnel;
- public registries or databases, including those registries and databases offering information with respect to intellectual property rights; and
- suppliers and providers of services to us and other business associates, including without limitation contractors and potential contractors, employees, potential employees and work experience persons.
What kind of Personal Information do we collect and hold?
In order to offer or provide you with our products and services, we are likely to collect a wide range of Personal Information about you. The type of Personal Information that we may collect will depend on our relationship with you, and the circumstances of collection. In general, the Personal Information we collect about you may include (but is not limited to):
- your first and last names;
- your date and place of birth;
- your phone number, facsimile number, residential address and email address;
- bank account details and credit / debit card details;
- any information or comments provided by you;
- any facts or opinions that are connected to an enquiry regarding your personal information that we are conducting on your behalf;
- reference details of you or your organisation related to the services we provide to you; and
In respect of website users, clients and potential clients, we do not generally collect “sensitive information” as defined by the Privacy Act 1988 (Cth) (such as information about ethnic origin, religious or political views, health information, tax file numbers etc.). We do, however, collect tax file numbers from our employees and contractors.
- we have the consent of the individuals to whom the sensitive information relates; or
- the collection is necessary to lessen or prevent a serious threat to life, health or safety; or
- the information is required for another legal reason provided for under applicable privacy legislation, including in Australia the Privacy Act 1988 (Cth)) or other applicable legislation.
Collection of Personal Information from Employees and Contractors
In respect of current and potential employees, contractors and work experience persons we may collect additional personal information, including but not limited to, personal resumes, third party references, bank details, superannuation details, tax file numbers, emergency contact details and other employee or contractor records. We may also conduct criminal checks on individuals who commence employment or a contracting arrangement with us. The results of such checks are held on our employee or contractor files.
Collection of your Personal Information
How we collect Personal Information will largely depend upon whose information we are collecting. We collect Personal Information directly from the individual concerned whenever practicable. We may also collect Personal Information about you from a variety of other independent sources, including from public databases or registries, recruitment agencies, contractors and business partners. Where information is not obtained directly from the individual, we obtain Personal Information in accordance with legal requirements. We may collect your Personal Information in a range of circumstances including when you:
- use the Websites or create an online account via one of our Websites;
- request or obtain a product or service from us;
- have a face to face meeting with our staff and/or officers;
- attend our presentations, conferences or events;
- e-mail us or execute a “contact form” to obtain a brochure containing more information about our services;
- request to receive a newsletter or other information from us;
- use the website of IPH Limited or one of its Related Bodies Corporate;
- provide a product or service to us;
- complete a survey or questionnaire;
- communicate with us by e-mail, telephone or in writing (for example if you contact us to seek information, make a complaint or provide feedback);
- apply for work experience with us;
- apply for employment with us;
- accept an offer of employment; or
- enter into a contract with us.
Providing third party Personal Information to us
If, at any time, you provide us with personal or other information about someone other than yourself, you warrant to us that you have that person’s consent, including where applicable any necessary consent under paragraph 22, to provide such information for the purpose specified.
You have the option of remaining anonymous when dealing with us in relation to a particular matter, or not disclosing Personal Information to us. However, this may mean that we will not be able to provide our services or respond to you in light of the nature of our business.
There may also be occasions when we collect Personal Information (to the extent it is available) from publicly available sources, including social media platforms such as LinkedIn, Facebook or Twitter. Sometimes, we may provide content and services on a range of platforms (including social media networks) with interactive features to which you may contribute. If you post your Personal Information in publicly accessible places or social media platforms, your Personal Information will become publicly available (subject to, where applicable, any privacy settings you have in place in social media platforms). We will not be responsible for the protection of Personal Information you choose to publish this way.
Information about users of our Website
Our Internet Service Providers record certain statistical information about users of our Website. This information is reviewed by us for statistical purposes and is not disclosed to third parties. We do not identify you or your browsing activities except, in the event of an investigation, where a law enforcement agency may exercise a warrant or other such power to inspect the internet service provider’s server logs.
Why we collect Personal Information?
We may state a more specific purpose at the point we collect your information. If you do not provide us with the information that we request, we may not be able to provide you with our products or services.
In certain circumstances we may need to collect personal and sensitive information in order to comply with our legal obligations, such as anti-money laundering and counter-terrorism financing laws, for example, under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
How we use your Personal Information?
Our uses of Personal Information include but are not limited to:
- providing you with use and access to our products and services;
- for purposes necessary or incidental to the provision of our products and services to you;
- establishing your identity;
- communicating with you, including by email, mail or telephone;
- managing our relationship with you;
- providing you with updates, offers or proposals in relation to products and services that may be of interest to you;
- sending regular newsletters (and other correspondence) concerning developments in the field of intellectual property and other areas that may be of interest to you;
- sending marketing and promotional material that we believe may interest you;
- inviting you to events and functions;
- personalising and customising your experiences;
- managing and enhancing our products and services;
- investigating complaints made by you;
- to comply with legal requirements;
in the case of employees and contractors:
- to pay your wages, fees and employee & contractor entitlements; and
- to manage your relationship with us.
By supplying us with your Personal Information, you give us permission to use your Personal Information and to disclose your Personal Information to our Related Bodies Corporate so that we and our Related Bodies Corporate can assess your likely needs, and contact you from time to time. We may contact you to inform you about laws and developments in the field of or relating to intellectual property, time and practice management, and other products and services we think would be of particular interest to you. The permission you provide to us is not limited in time. You can however elect to opt out of receiving correspondence and other marketing materials from us by:
- by utilising an ‘unsubscribe’ facility on a communication we send to you.
If you contact us and opt out of receiving further communications from us we will take steps to ensure you do not receive any such further information from us in future. Recipients of our newsletters and other correspondence may notify us at any time should they wish to discontinue receipt of emails and other communications from us.
Disclosure and use of your Personal Information
Personal Information is disclosed and used by our employees and agents, to enable them to provide services to you and for the other purposes identified above.
The Personal Information that we hold is generally kept confidential. However, in servicing our clients, we may disclose Personal Information to other Related Bodies Corporate of IPH Limited, including Related Bodies Corporate located in Australia and overseas, including Singapore and Germany. All disclosure of information by us is subject to compliance with all legal requirements in relevant local jurisdictions.
We may be required to disclose Personal Information to certain third parties that may include:
- government and law enforcement agencies, regulators and law courts;
- your agents, professional advisors, auditors or insurers;
- our financial, taxation or legal advisors;
- other persons (such as agents and associates in foreign countries);
- entities that conduct mail outs on our behalf;
- debt collection companies;
- our clients (where information has been provided to us by someone other than our client); and
- entities established to help identify illegal activities and prevent fraud.
We may also disclose your Personal Information to organisations that carry out functions on our behalf, or assist us to deliver our services, such as our business associates, contractors, agents or service providers. These third parties may change from time to time. Some examples include:
- financial services providers, such as our banks or third party supplier for securing payment of products or services we have provided to you and where applicable, debt collectors;
- technology and internet service providers, data storage providers and digital mail providers who send communications on our behalf;
- our professional advisers, accountants, lawyers and auditors.
Third party direct marketing
We do not disclose Personal Information to third parties for the purpose of third party direct marketing.
When is Personal Information disclosed?
We disclose Personal Information to third parties (such as agents and associates in foreign countries) when we are instructed to do so by our clients in relation to their matters, or as may be required by law. You agree that, subject to any additional obligations under applicable laws, third parties who receive Personal Information from us may use and disclose the Personal Information subject to their respective privacy policies and laws applicable to them.
We may also release your Personal Information under the following circumstances:
- when you have consented;
- when you would reasonably expect us to use or disclose your Personal Information in a certain way;
- when authorised or required to do so by a court or under applicable laws or regulations (for example, a subpoena), or where requested by a government agency;
- where we consider a company or an individual may be engaged in fraudulent activity or other deceptive practices of which a governmental agency should be made aware;
- to appropriate persons, where your communication suggests possible harm to others; or
- when disclosure is reasonably necessary for a law enforcement related activity.
Cross-border disclosure of your Personal Information
We may disclose your Personal Information to our Related Bodies Corporate located overseas, including Germany and Singapore. In addition, Personal Information may be stored, processed in or transferred outside of the country where it was first collected from time to time, including but not limited to Australia, Germany and Singapore. You acknowledge that such disclosures are necessary for the provision of products and performance of the services we are providing to you, and for the recipient to undertake the provision of products and services requested by us on your behalf.
You agree and acknowledge that the overseas recipients will be subject to the privacy law of their local jurisdiction. The overseas privacy laws are likely to be different to the Privacy Act 1988 (Cth) and the Australian Privacy Principles (or other applicable personal data protection legislation in the jurisdiction in which we operate), and you may not be able to seek redress in the overseas jurisdiction in relation to breaches of your privacy.
You acknowledge and agree to such international data and information transfers with respect to Personal Information. For our Australian businesses, clause 8.1 of the Australian Privacy Principles contained in Schedule 1 of the Privacy Act 1988 (Cth) provides that if we disclose Personal Information about an individual to an overseas recipient, then we must take such steps as are reasonable in the circumstances to ensure the overseas recipient does not breach the Australian Privacy Principles in relation to such information. An exception to this is if we obtain your consent. We intend to rely on this exception in the following way. Unless you notify us in writing to the contrary, you will be taken to have consented to the disclosure by us of Personal Information to overseas recipients on the basis that:
- clause 8.1 of the Australian Privacy Principles will not apply to such disclosure;
- the individual whose Personal Information is disclosed will not be able to seek redress under the Privacy Act 1988 (Cth);
- the overseas recipient may not be subject to any privacy obligations or to any principles similar to the Australian Privacy Principles;
- the individual may not be able to seek redress in the overseas jurisdiction; and
- the overseas recipient is subject to a foreign law that could compel the disclosure of Personal Information to a third party, such as an overseas authority.
Similar provisions may exist under other personal information protection legislation in jurisdictions other than Australia in which our businesses are located. If such provisions are applicable to our business holding your personal information, you acknowledge and consent to such cross-border disclosure on the basis outlined above (substituting references to the standards and remedies available under the applicable personal information protection legislation in the relevant business’ jurisdiction).
Security and accuracy
We make every effort to ensure Personal Information is kept secure and take reasonable steps to protect it from misuse, loss, interference, unauthorised access, modification or disclosure. Some of the measures implemented by us to secure Personal Information include using firewalls, standard software protection programs, password access protections and secure servers.
We regularly review these arrangements to ensure we are taking reasonable and technically feasible steps available at the time to protect your Personal Information.
However, since no system is 100% secure or error-free, we cannot guarantee that your Personal Information is totally protected, for example, from hackers or misappropriation. You acknowledge that the security of online transactions and the security of communications sent by electronic means or by post cannot be guaranteed. You provide information to us via the internet or by post at your own risk. We cannot accept responsibility for misuse or loss of, or unauthorised access to, your Personal Information where the security of information is not within our control.
If you suspect any misuse or loss of, or unauthorised access to, your Personal Information, please contact us immediately using the contact details set out below.
Personal Information that is no longer required
We take reasonable steps to destroy or permanently de-identify Personal Information as soon as practicable if it is no longer required by us including for record keeping or legal purposes.
Accessing and updating your information
We use reasonable endeavours to ensure that the Personal Information we collect, use or disclose is accurate, complete and up-to-date. We request that you keep the information we hold about you as current as possible by advising us in the manner outlined below so that we may continue to improve our service to you.
We will respond to a request for access to Personal Information within a reasonable period after the request is made, and give you access to the Personal Information we hold in the manner requested by you, if it is reasonable and practicable to do so. We may charge a fee to cover the costs of meeting your request. Where we are also required by applicable law to provide further information about use or disclosure of your personal information we will use reasonable endeavours to do so.
If we do not agree to provide you with access to, or to amend your Personal Information as requested, we will notify you accordingly. Where appropriate we will provide you with the reason(s) for our decision, and the mechanisms available to complain about the refusal. If the rejection relates to a request to change your Personal Information you may make a statement about the requested change and we will attach this to your record.
We will update your Personal Information within a reasonable time and generally, no later than 30 days following your request. We will inform you if this timeframe is not achievable.
When we will not provide you with access to Personal Information
In some circumstances, and subject always to legal obligations to the contrary, we may not be in a position to grant access to your Personal Information, such circumstances include when:
- providing access is likely to pose a serious threat to the safety of an individual or the public;
- providing access is likely to impact unreasonably on the privacy of others;
- the request for access is frivolous or vexatious;
- providing access would reveal information which relates to existing or anticipated legal proceedings or otherwise impact on any negotiations;
- providing access is unlawful (including being unlawful as directed by a court or tribunal order) or is likely to impact on actions being taken in relation to alleged unlawful activities relating to our functions and activities; or
- granting access would impact on a commercially sensitive decision making process.
If you would like to update or correct your Personal Information, seek access to Personal Information we hold about you, or if you have any questions or complaints about how we collect, use, disclose, manage or store your Personal Information, you can contact us via the following methods.
- Company: Practice Insight
- Contact Person: Privacy Officer
- Postal Address: Suite 24, 123b Colin Street, West Perth, WA 6005, Australia
- Telephone: +49(0)89 89 05 788 - 0
- Email: firstname.lastname@example.org
- Company: IPH Limited ABN 49 169 015 838
- Contact Person: Privacy Officer
- Postal Address: Level 24, Tower 2, Darling Park, 201 Sussex Street, Sydney NSW 2000 Australia
- Telephone: +61 2 9393 0300
- Facsimile: +61 2 9267 9974
- Email: email@example.com
If you have a problem or complaint, please let us know. We will respond to a complaint as soon as possible, but within 10 working days to let you know who is responsible for managing your complaint. We will also try to resolve the complaint within 10 working days. When this is not possible, we will contact you within that time to let you know how long it will take to resolve the complaint. If you believe that we have not adequately dealt with your complaint, you may complain to the Australian Information Commissioner, whose contact details are found on their website at http://www.oaic.gov.au/.
The services that Practice Insight provides are always evolving and the form and nature of the services that Practice Insight provides may change from time to time without prior notice to you. In addition, Practice Insight may stop (permanently or temporarily) providing the Websites (or any features within its services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use at our sole discretion at any time without prior notice to you.
All communication should be directed to firstname.lastname@example.org
Reproduction of the Website
Permission is granted to make electronic copies and to print in hard copy, portions of the Websites for the sole purpose of researching or using the services of Practice Insight. The status of Practice Insight, or that of any identified contributors, as the author(s) of the materials on the Websites should always be acknowledged. Any other use of materials on the Websites without the prior written permission of Practice Insight is strictly prohibited; this includes but is not limited to modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any materials available on or through the Websites for commercial or public purposes.
All right, title, and interest in and to the Websites (excluding information provided by users) are and will remain the exclusive property of Practice Insight and its licensors. The Websites are protected by copyright, trademark, and other laws of both Australia and foreign countries. Nothing in the Terms gives you a right to use the Practice Insight name or any of the Practice Insight patents, trademarks, logos, domain names, and other distinctive brand features.
You agree to indemnify and hold harmless Practice Insight and our co-operation partners against all claims, liabilities, damages, losses, costs and expenses, including legal fees, suffered by us and arising out of any breach by you of the Terms or any other liabilities arising out of your use of the Websites, or the use by any other person accessing the Websites using your computer equipment or internet access account or your infringement of the intellectual property rights or other proprietary rights of any third party. We reserve the right to restrict or prevent your access to the Websites or our services at our sole discretion.
Restrictions on Use of the Websites
You undertake and agree with Practice Insight that you shall at all times use all reasonable endeavours to observe these Terms, and in particular shall not (and shall not permit any employee, sub-contractor or agent to) (i) use the Websites for any illegal purpose, and you agree to use it in accordance with relevant laws in any applicable jurisdiction (including, without limitation, your local law); (ii) upload or transmit through the Websites any computer viruses, macro viruses, Trojan horses, worms, or anything designed to interfere with or disrupt the normal operating procedures of a computer; (iii) upload or transmit through this website any material which is defamatory, offensive or of an obscene or menacing character, or that may cause annoyance, inconvenience or needless anxiety; (iv) use the Websites in a way that may cause the Websites to be interrupted, damaged or rendered less efficient, or may impair the effectiveness or functionality of the Websites; (v) use the Websites in any manner which violates or infringes the rights or any person, firm or company (including but not limited to, rights of intellectual property, rights of confidentiality or rights of privacy); or (vi) interfere with or diminish (whether by act or omission) Practice Insight’s right, title and interest (or that of our licensors) in the Websites and the products and services available on it.
You may not do any of the following while accessing or using the Websites: (i) access, tamper with, or use non-public areas of the Websites, Practice Insight’s computer systems, or the technical delivery systems of Practice Insight’s providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Websites by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Practice Insight (and only pursuant to the Terms), unless you have been specifically allowed to do so in a separate agreement with Practice Insight; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Websites to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Websites, or by acting in such a manner as to interfere with or create an undue burden on the Websites.
The Websites may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such third party websites or resources; or (ii) the content, products, or services on or available from such third party websites or resources. Links to such websites or resources do not imply any endorsement by Practice Insight of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
The Practiceinsight.io portal uses Secure Sockets Layer (SSL) encryption on all web pages where personal information is collected. To submit data on these webpages, you must use an SSL-enabled browser such as Safari, Chrome, Firefox or Internet Explorer. Doing so protects the confidentiality of your personal information while it’s transmitted over the Internet.
Any disputes between the parties arising from the performance of the provisions of these Terms must be settled through friendly consultation by the parties. A party may commence legal proceedings if such disputes are not resolved within thirty (30) days of first arising.
These Terms are governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales. Service of any legal process may be effected on a party by forwarding that legal process as if it were a notice given under these Terms.
All notices under this agreement must be in writing and sent by post at Practice Insight GmbH, Siegfriedstrasse 8, 80803 Munich, Germany or email at email@example.com.
The Company shall not be liable for any claims for non-fulfilment should actual performance of the Websites or any parts be delayed in consequence of unforeseen events such as strikes, unforeseen breakdown of computer systems (save where caused by improper maintenance or operation by untrained personnel), suspension of electricity or other relevant power supply, riots, war, robbery, civil commotion, adverse non foreseeable weather conditions, disaster caused by fire and/or water, or action of government.
Limitation of Liability
To the maximum extent permitted by applicable law, Practice Insight and its subsidiaries, affiliates, officers, employees, agents, partners, associates and licensors will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Websites except in the case of gross negligence or fraud on the part of Practice Insight; (ii) any content obtained from the Websites; and (iii) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Practice Insight has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Waiver and Severability
The failure of Practice Insight to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.
All information contained within the Websites is provided for general information purposes only and on the understanding that none of the content constitutes legal or other professional advice. The application and impact of laws can vary widely depending on the specific facts involved.
Practice Insight has made every attempt to ensure that all information contained within the Websites and included in its services has been obtained from reliable sources, but all such information is provided “as is”, with no guarantee of completeness or accuracy. Practice Insight provides no warranty of any kind, express or implied, as regards the information herein, and disclaims all liability and responsibility for any loss that may arise from reliance on information contained within the Websites. In the case of a specific problem or query, professional advice should be sought.
Information we collect automatically
- Strictly necessary cookies – they are necessary to allow you to move about the website, they contain personal information and are used to identify you as a logged-in user.
- Performance cookies – they identify how you use our website, they collect the IP address of the device used to access the site, they help us to understand how our website is used, which areas are visited, and to measure how effective our pages are, so that we can improve the performance of our Websites.
- Functionality cookies – they are used to remember settings about your choices you have made on the Websites, they save for example your default country or currency.
- Targeting/advertising cookies – they help us to understand what is most relevant to you based on what areas of the Websites you visit.
Do you have to accept cookies?
You may be able to set your browser to reject browser cookies. However, if you choose to reject cookies, you cannot access your accounts online with Practice Insight. Therefore, if you set your browser options to disallow cookies, you will limit the functionality we can provide when you visit our Websites. The latest versions of internet browsers provide cookie management tools, such as the ability to delete or reject cookies. We recommend that you refer to information supplied by browser providers for more specific information, including how to use these tools.
We collect information about your use of the Websites, including the type of browser you use, access times, pages viewed, your IP address (which may indicate the location of your computer on the Internet) and the referring link through which you accessed the Websites. We use this information to learn about user behaviour on the Websites and to gather demographic information about our user base as a whole, which we may use in our marketing communications.
We may revise these Terms from time to time; the most current version will always be at www.practiceinsight.io. If the revision, in our sole discretion, is material we will notify you via an e-mail to the email associated with your Account. By continuing to access or use the Websites after those revisions become effective, you agree to be bound by the revised Terms. If you have any questions about these Terms, please contact Practice Insight at firstname.lastname@example.org
6th February, 2017
Cookies Policy ends here
Practice Insight Pty Ltd.
Suite 24, 123b Colin Street
West Perth, WA 6005
Telephone: +61 8 6102 2280
Company Headquarters: West Perth, Australia, ABN 53 144 468 806
Represented by Thomas Haines
VAT number: ABN 53 144 468 806
Practice Insight GmbH is the Global Business Development and Customer Care of Practice Insight Pty Ltd.
Registered office Siegfriedstrasse 8, 80803 Munich, Germany
Legal representation: Wolfgang Danner, Doris Spielthenner
District court: Munich, HRB 222211