OrthoADVANCE (CDSS) Terms and Conditions

Operator: EHI Design Pty Ltd (ABN 87 695 941 729; ACN 695 941 729), trading as OrthoADVANCE — www.orthoadvance.com.au
Effective date: 18 September 2026 · Version: 1.0

Welcome to OrthoADVANCE. We provide Clinical Decision Support Software (CDSS), a digital platform and related mobile applications, websites and portals that support orthopaedic education, care pathways, prehabilitation, rehabilitation, recovery tracking and communication between patients and healthcare providers (Services), as described on our platform (Platform). The Services are intended to be Prescribed by an Authorised Healthcare Provider as part of a patient’s care, and are designed to support, and not replace, the clinical judgement of that Authorised Healthcare Provider.

In these Terms, when we say you or your, we mean the person or organisation that accesses, uses, administers or receives the benefit of the Services, including patients, Authorised Healthcare Providers, Participating Organisations and any other Authorised Users. If you accept these Terms for an organisation or other person, you confirm that you are authorised to bind that organisation or other person, and you or your also refers to that organisation or other person where the context requires. When we say we, us or our, we mean EHI Design Pty Ltd (ABN 87 695 941 729; ACN 695 941 729), trading as OrthoADVANCE.

These terms and conditions (Terms) form a contract between you and us. You must not use the Services unless you agree to these Terms. If an Authorised Healthcare Provider or Participating Organisation gives you access, its own clinical, privacy or service terms may also apply. If there is an inconsistency, these Terms govern your use of the Platform, while the healthcare provider remains responsible for the healthcare services it provides.

These Terms apply only to the CDSS/clinically managed version of OrthoADVANCE. The general wellness version of OrthoADVANCE is governed by separate terms. If there is any inconsistency concerning the CDSS version or use of OrthoADVANCE, these Terms prevail. Otherwise, nothing in these Terms limits, excludes or modifies any obligation, responsibility, disclaimer or other provision that applies under such general wellness terms to a general wellness version or use of OrthoADVANCE.

Capitalised words have the meanings given in clause 15.

Important disclosures

Please read these Terms carefully. In particular, we draw your attention to:

• our Privacy Policy, which explains how Personal Information and health information are handled;
• the Medical Disclaimer below and clauses 2, 5 and 6, which explain that the Services are Clinical Decision Support Software that must be Prescribed by an Authorised Healthcare Provider, the Platform’s role, the limits of health content and automated outputs, and what to do if you need medical assistance;
• clause 5, which explains the responsibilities of Authorised Healthcare Providers and Participating Organisations when prescribing, configuring, reviewing, customising or responding to information generated through the Services;
• clause 3, which explains fees, subscriptions, renewals and cancellation where paid Services are offered;
• clauses 10 and 11, which preserve your rights under the Australian Consumer Law and set out limitations of liability.

Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified.

Medical Disclaimer

1. Engagement and term

1.1 These Terms commence when you first accept them or access or use the Services, whichever occurs first, and continue until terminated under clause 12 (Term).

1.2 Subject to your compliance with these Terms, we will provide access to the Services made available to you. Features may differ depending on your user type, care pathway, healthcare provider, organisation, device, location or Subscription.

1.3 We are responsible only for the Services expressly described on the Platform or in an order accepted by us. Clinical consultations, surgical care, physiotherapy, dietetics, pharmacy, diagnostic services, equipment supply and other services provided by third parties are separate services, even if information about them appears on or is linked through the Platform.

1.4 If you use the Services through a healthcare provider, hospital, insurer, employer or other organisation, that organisation may administer your access and may have access to information in accordance with its authority, your consent and applicable law.

1.5 You are responsible for the internet connection, compatible device, operating system, accessibility settings and other equipment needed to use the Services, unless we agree otherwise in writing.

1.6 Where reasonably necessary to support the Services, you agree to cooperate with lawful and proportionate requests for technical information or access. We will not request access to unrelated systems or information.

1.7 We may update these Terms. If a change is material, we will provide reasonable notice through the Platform, by email or by another appropriate method. The updated Terms apply from the stated effective date. If you do not accept a material change, you may stop using the Services and cancel any recurring Subscription before the change takes effect. Where required by law, we will obtain your express agreement.

2. Eligibility, accounts and authorised users

2.1 You may need an Account to use some or all of the Services. Where the Services are made available to a patient, that patient’s Account and use of the Services must be Prescribed by an Authorised Healthcare Provider and remain subject to that Authorised Healthcare Provider’s ongoing oversight. You must provide information that is accurate, current and complete and promptly update it if it changes.

2.2 You must be at least 18 years old and located in Australia to create an Account for yourself and use the Services. If you are under 18 years old or not located in Australia, you must not create an Account or use the Services. We may suspend access to your Account or the Services if we reasonably believe this clause has been breached.

2.3 Patients may only be invited to, and use, the Platform where an Authorised Healthcare Provider or Participating Organisation has Prescribed the Services as part of that patient’s care. Authorised Healthcare Providers and Participating Organisations may invite staff, patients or other Authorised Users only where they have authority to do so, have obtained any consent required by law, have provided any privacy collection notice required for their own collection or disclosure of Personal Information, have confirmed that any patient’s access has been Prescribed by an Authorised Healthcare Provider, and have assigned access permissions appropriate to each person’s role.

2.4 You must:

• keep usernames, passwords and authentication methods secure and confidential;
• not share an individual login or permit another person to impersonate you;
• use reasonable security measures on devices used to access the Services;
• notify us promptly if you suspect unauthorised access, loss of credentials or a security incident; and
• ensure that anyone you are authorised to administer complies with these Terms.

2.5 You are responsible for activity undertaken through your Account unless it results from a security failure for which we are legally responsible. We may require you to reset credentials or use multi-factor authentication where reasonably necessary to protect users or the Services.

2.6 Each Authorised Healthcare Provider must maintain all professional registrations, qualifications, insurance, consents and authorities required for their use of the Services and for the healthcare services they provide. Each Participating Organisation must ensure that its personnel and any Authorised Healthcare Providers it invites, administers or permits to use the Services hold the registrations, credentials, permissions and organisational authorisations required for their roles.

2.7 Closing an Account may end access to some or all Platform features. Certain information may remain accessible to a healthcare provider or be retained where required or permitted by law, as explained in our Privacy Policy and clause 12.

2.8 Before providing or continuing to provide access to the Services, we may require evidence that an individual practitioner is an Authorised Healthcare Provider, such as confirmation of registration with the Australian Health Practitioner Regulation Agency (AHPRA) or another applicable professional registration body, and evidence that the Services have been Prescribed for a specific patient. We may also require evidence that a Participating Organisation, and any person it invites or administers, has appropriate authority to access or use the Services. We may suspend or decline access where this evidence is not provided or verified.

2.9 If you are a Participating Organisation, you are responsible for the access to and use of the Services by your personnel, contractors and other persons you invite, authorise or administer through the Platform. You must ensure that those persons comply with these Terms, and any breach of these Terms by those persons will be treated as a breach by you to the extent the breach arises from their authorised access or your failure to manage that access appropriately.

2.10 An Authorised Healthcare Provider is responsible for their own clinical use of the Services and for any patient access they Prescribe, authorise or clinically oversee.

3. Fees, subscriptions and payment

3.1 Some Services may be free, paid by a Participating Organisation, purchased once, or offered through a recurring subscription (Subscription). The price, inclusions, Billing Cycle and any trial period will be shown before purchase or set out in an accepted order.

3.2 Unless stated otherwise, prices are in Australian dollars and include GST where applicable.

3.3 If a free trial converts to a paid Subscription, we will clearly disclose before you start the trial:

• the trial length;
• the price and Billing Cycle after the trial;
• whether payment begins automatically; and
• how and when to cancel to avoid a charge.

3.4 Recurring Subscriptions renew at the end of each Billing Cycle until cancelled. Renewal terms, the renewal price and the cancellation method will be prominently disclosed before purchase. You may cancel through your Account or the cancellation method stated on the Platform. Unless otherwise required by law, cancellation takes effect at the end of the current Billing Cycle and access continues until then.

3.5 We may change Subscription fees by giving reasonable advance notice. A price increase will apply no earlier than the next renewal after the notice period. If you do not agree, you may cancel before renewal.

3.6 Upgrades may take effect immediately with any applicable pro-rata charge disclosed before confirmation. Downgrades ordinarily take effect at the next Billing Cycle.

3.7 Payments may be processed by a third-party payment provider or an app store. Its terms may also apply. You must use a lawful payment method that you are authorised to use.

3.8 If a payment is overdue, we may suspend paid features after giving reasonable notice and an opportunity to remedy the non-payment. We will not suspend access to information that applicable law requires to remain available.

3.9 Refund rights are governed by the Australian Consumer Law and any additional refund terms disclosed at purchase. We do not exclude any refund or remedy to which you are entitled by law.

4. Licence and acceptable use

4.1 During the Term, we grant you a limited, personal, non-exclusive, non-transferable and revocable licence to access and use the Services for their intended purpose and in accordance with these Terms. This licence does not transfer ownership of the Services or our Intellectual Property.

4.2 You must not, and must not assist another person to:

• use the Services unlawfully, fraudulently, unsafely or in a way that infringes another person’s rights;
• access an Account, patient record, system or data without authority;
• share, scrape, harvest or disclose Personal Information or health information without authority;
• bypass authentication, security, usage limits or access controls;
• disrupt or overload the Services or introduce malware or harmful code;
• reverse engineer, decompile or attempt to discover source code, except to the extent expressly permitted by law;
• copy or use the Services or Platform content to develop or train a competing product without our written permission;
• rent, resell, sublicense, time-share or commercially exploit the Services except under a written agreement with us;
• use automated tools to access the Services unless we have authorised that access;
• upload content that is unlawful, defamatory, abusive, misleading, discriminatory, obscene, threatening or infringes privacy or Intellectual Property rights; or
• use the Platform to send unsolicited marketing or communications.

4.3 You may download or print patient-facing material only where the Platform permits it and only for personal care, authorised clinical care or internal organisational use. You must preserve copyright, safety and attribution notices.

4.4 We may investigate suspected misuse and take proportionate steps to protect users, data and the Services, including restricting access under clause 12.

5. Platform role, health content and clinical responsibility

5.1 We provide Clinical Decision Support Software (CDSS) — technology infrastructure to support education, care pathways, communication, questionnaires, activity recording and recovery tracking. The Services are intended to be Prescribed by, and used under the ongoing clinical oversight of, an Authorised Healthcare Provider, although access may be arranged, administered, or supported by a Participating Organisation. The Platform is not a treating health service provider and does not replace a consultation, examination, diagnosis or treatment by a qualified healthcare professional. The Services are Clinical Decision Support Software (CDSS) that meets the exemption criteria for clinical decision support software in Part 2 of Schedule 4 of the Therapeutic Goods (Medical Devices) Regulations 2002 (Cth). This means the Services are a medical device but are exempt from the requirement to be included on the Australian Register of Therapeutic Goods (ARTG). We are responsible for ensuring the Services continue to meet that exemption and for complying with the Therapeutic Goods Legislation applicable to exempt Clinical Decision Support Software (CDSS).

5.2 We may provide template pathways, exercises, educational materials, questionnaires, suggested milestones, prompts and other content (Template Content). Template Content is general or draft material. A healthcare provider must review, customise and approve it before using it as an individual patient’s clinical pathway.

5.3 An Authorised Healthcare Provider using or Prescribing the Services retains complete responsibility for:

• assessing whether the Services and any pathway are appropriate for each patient;
• reviewing and customising Template Content;
• making all diagnoses, treatment decisions and clinical recommendations;
• monitoring the patient at clinically appropriate intervals;
• responding to information, alerts or messages within appropriate timeframes;
• giving the patient clear instructions about emergencies, deterioration and escalation; and
• meeting professional, privacy, record-keeping and informed-consent obligations.

5.4 Patients remain responsible for following the advice of their treating healthcare providers, providing accurate information, using exercises and equipment as instructed, and seeking medical attention when needed.

5.5 Any pathway, score, traffic-light status, milestone, trend, prompt, notification, educational recommendation or other output generated by rules, algorithms or data entered into the Platform is support information only. It is not a diagnosis or a substitute for clinical judgement. It may be incomplete, delayed or inaccurate because of data quality, technical limitations, individual variation or other factors.

5.6 No content on the Platform guarantees a particular surgical, rehabilitation, pain, mobility or recovery outcome. Recovery varies between individuals.

5.7 References to evidence, clinical guidelines or professional standards reflect the material available when content was prepared. Authorised Healthcare Providers must consider current evidence, individual circumstances and their own professional obligations.

5.8 We are responsible for ensuring the Services comply with applicable Therapeutic Goods Legislation to the extent it applies to the Services as Clinical Decision Support Software. An Authorised Healthcare Provider Prescribing the Services must exercise independent clinical judgement and must not rely on the Services as the sole basis for a clinical decision.

5.9 The exemption referred to in clause 5.1 applies only while the Services are, and are intended by us to be:

• for the sole purpose of providing or supporting a recommendation to a healthcare provider about preventing, diagnosing, curing or alleviating a disease, ailment, defect or injury in a patient;
• not intended to directly process or analyse a medical image or a signal from another medical device; and
• not intended to replace the clinical judgement of a healthcare provider in making a clinical diagnosis or a decision about the treatment of a patient, including because the Authorised Healthcare Provider is able to independently review the basis for any recommendation the Services provide.

5.10 While the exemption applies, we remain responsible for complying with the Essential Principles, TGA notification, adverse event reporting and advertising obligations that apply to exempt Clinical Decision Support Software under the Therapeutic Goods Legislation. We will monitor whether the Services continue to meet the criteria in clause 5.9. If a change to the Services means they may no longer meet those criteria, we will notify affected Authorised Healthcare Providers and Participating Organisations as soon as reasonably practicable and take reasonable steps required by law, which may include suspending or modifying the affected Services or obtaining inclusion on the Australian Register of Therapeutic Goods (ARTG) before continuing to make them available.

6. Patient safety, exercises, alerts and emergencies

6.1 Before beginning or changing an exercise, rehabilitation or prehabilitation program, patients should obtain approval from an appropriately qualified healthcare provider, particularly after surgery or where they have pain, swelling, falls risk, cardiovascular disease, respiratory disease, diabetes, neurological conditions or other health concerns.

6.2 Patients must follow any weight-bearing restrictions, movement precautions, wound instructions, medication instructions and equipment directions given by their treating team. Where Platform content conflicts with individual clinical advice, the individual clinical advice takes priority.

6.3 Stop an activity and seek clinical advice if it causes unexpected or worsening pain, marked swelling, dizziness, faintness, chest discomfort, unusual shortness of breath, loss of balance, a fall, wound concerns or other concerning symptoms.

6.4 The Platform is not an emergency service and is not designed for continuous or real-time clinical monitoring. Messages, questionnaires, red flags, alerts and notifications may not be reviewed immediately or at all. Do not use the Platform to request urgent assistance.

6.5 If you believe there is an emergency, call 000. Seek urgent medical assessment for symptoms such as chest pain, sudden shortness of breath, coughing blood, collapse, new weakness or numbness, uncontrolled bleeding, a hot or increasingly painful swollen limb, rapidly worsening calf pain or swelling, fever with wound concerns, or any symptom your treating team has told you requires urgent review.

6.6 An alert not being generated does not mean that you are safe or that a complication is absent. An alert being generated does not establish that a complication exists. Clinical assessment is required.

6.7 Authorised Healthcare Providers and Participating Organisations must establish their own escalation, coverage and response processes appropriate to their respective roles. Platform alerts do not transfer to us responsibility for clinical review, escalation, any other clinical care matter, or patient contact.

7. Availability, updates and beta features

7.1 We aim to make the Services reasonably available but do not promise uninterrupted or error-free access. Maintenance, security incidents, network failures, third-party outages and events outside our reasonable control may cause disruption.

7.2 We may change, improve or discontinue features to maintain security, comply with law, improve usability or develop the Services. We will give reasonable notice where a change materially reduces a paid Service, unless urgent action is required for safety, security or legal compliance.

7.3 We may offer preview, pilot, research or beta features. We will identify them where reasonably practicable. They may be incomplete, less reliable and changed or withdrawn without notice. They must not be used for emergency, diagnostic or other safety-critical decisions.

7.4 You must install reasonably required security and compatibility updates. Older versions may cease to function or may not receive support.

7.5 We may use reasonable monitoring and security controls to maintain the Services, investigate faults and protect users, subject to our Privacy Policy and applicable law.

8. Intellectual Property, user content and data

8.1 We or our licensors own all Intellectual Property rights in the Platform and Services, including software, designs, databases, text, graphics, videos, pathways, scoring structures, branding and materials we create. Except for the licence in clause 4, no rights are transferred to you.

8.2 You retain ownership of content and data you lawfully provide or upload (Your Data). You grant us a non-exclusive licence to host, copy, process, transmit, display, back up and otherwise use Your Data only as reasonably necessary to:

• provide, secure and support the Services;
• enable authorised communication and care-pathway functions;
• comply with law and lawful requests, including retention of Personal Information for the periods required under law;
• prevent fraud, misuse and security incidents; and
• improve the Services in accordance with these Terms and our Privacy Policy.

8.3 You confirm that you have the rights, permissions and consents needed to provide Your Data and permit the uses described in these Terms and our Privacy Policy. Authorised Healthcare Providers and Participating Organisations must not upload, disclose, access or otherwise handle patient information through the Services unless authorised by law and, where required, by the patient.

8.4 We may create aggregated or properly de-identified information from Your Data and Platform usage. Where permitted by law, we may use that information for service improvement, quality assurance, statistical analysis, research and development, safety monitoring and reporting. We will not attempt to re-identify information that has been properly de-identified, except where necessary to test whether de-identification is effective or as otherwise permitted by law. Research requiring specific consent or ethics approval will be addressed separately and will not rely solely on acceptance of these Terms.

8.5 You should retain copies of information you are legally or clinically required to keep. The Platform is not necessarily a complete medical record or a replacement for a healthcare provider’s clinical record system.

8.6 If you provide feedback or suggestions, you grant us permission to use them without restriction or payment, provided we do not identify you publicly without consent.

8.7 This clause survives termination to the extent necessary to give effect to accrued rights, lawful retention and permitted de-identified uses.

9. Privacy and confidentiality

9.1 We handle Personal Information, including health information, in accordance with our Privacy Policy and applicable privacy and health records laws, including the Privacy Act 1988 (Cth) and its Australian Privacy Principles and applicable state and territory health records legislation. The Privacy Policy explains the types of information collected, purposes, disclosures, storage, overseas disclosures, security, access, correction and complaint processes.

9.2 By using the Services or providing Personal Information to us, you acknowledge the information handling practices described in our Privacy Policy. Where consent is required to collect, use or disclose sensitive or health information, the relevant consent must be obtained separately and in an informed manner. Acceptance of these Terms does not replace a consent that the law requires to be separate or specific.

9.3 You must only access, use or disclose another person’s Personal Information where authorised and for a legitimate purpose connected with the Services. Authorised Healthcare Providers and Participating Organisations must comply with the Privacy Act 1988 (Cth), applicable state and territory health-record laws, professional duties and their own privacy notices when collecting and handling Personal Information.

9.4 Each party must take reasonable steps to protect the other party’s confidential information and use it only for the purpose for which it was disclosed. Confidential information may be disclosed to personnel, advisers and service providers who need it and are subject to appropriate confidentiality obligations, or where required by law.

9.5 No online system is completely secure. You must notify us promptly of any suspected privacy or security incident relating to the Services. We will assess and respond to incidents in accordance with applicable law.

9.6 Marketing communications will be sent only as permitted by law and your preferences. You may unsubscribe from marketing, but we may still send essential service, safety, security, billing and account communications.

9.7 You acknowledge that the Services may use third party service providers and technologies, including hosting, security, authentication, analytics, communications, support and other technologies, as described in our Privacy Policy. Personal Information may be disclosed to or accessed by those third party providers only as described in our Privacy Policy and where permitted by applicable law.

9.8 This clause survives termination.

10. Australian Consumer Law rights

10.1 The Australian Consumer Law may give you consumer guarantees, rights and remedies that cannot be excluded, restricted or modified. Nothing in these Terms affects those rights.

10.2 Services supplied to consumers come with guarantees including that they will be provided with due care and skill, be reasonably fit for a disclosed purpose and be provided within a reasonable time where no time is fixed, subject to the Australian Consumer Law.

10.3 Any statement in these Terms about no refunds, exclusions, limitations, suspension or termination is subject to your non-excludable rights and remedies.

10.4 This clause survives termination.

11. Liability

11.1 Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability under non-excludable consumer guarantees.

11.2 To the maximum extent permitted by law, we are not liable for loss caused by:

• use of the Services contrary to these Terms, Platform instructions or individual clinical advice;
• inaccurate, incomplete or delayed information supplied by a user, healthcare provider or third party;
• a clinical decision, treatment, omission or service of an Authorised Healthcare Provider, a Participating Organisation or other third party;
• failure to seek timely medical attention or reliance on the Platform as an emergency or real-time monitoring service;
• a third-party product, integration or service outside our reasonable control; or
• unauthorised access resulting from a user’s failure to protect login credentials or devices,

except to the extent the loss was caused or contributed to by our breach, negligence or other conduct for which liability cannot lawfully be excluded.

11.3 To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss that was not reasonably foreseeable when these Terms were accepted. This does not limit a patient’s rights in relation to personal injury or any liability that cannot lawfully be limited.

11.4 Where a consumer guarantee applies and the law permits us to limit the remedy, our liability is limited, at our option, to supplying the Services again or paying the reasonable cost of having the Services supplied again.

11.5 For users who acquire the Services wholly or predominantly for business purposes, and to the maximum extent permitted by law, our aggregate liability arising from the Services in any 12-month period is limited to the greater of the fees paid to us for the affected Services in that period and AU$1,000. This cap does not apply to fraud, wilful misconduct, breach of confidentiality or privacy obligations, infringement of Intellectual Property rights, personal injury, or liability that cannot lawfully be limited.

11.6 Each party must take reasonable steps to mitigate loss. Liability will be reduced to the extent the other party’s acts or omissions caused or contributed to the loss.

11.7 If you are an Authorised Healthcare Provider, or a Participating Organisation, you indemnify us against losses, costs and claims suffered or incurred by us to the extent arising from your breach of these Terms, your unlawful or unauthorised handling of Personal Information through the Services, your clinical services or decisions, or the acts or omissions of persons you invite, authorise or administer through the Platform, except to the extent caused or contributed to by our breach, negligence or other conduct for which liability cannot lawfully be excluded.

11.8 This clause survives termination.

12. Suspension, termination and data after termination

12.1 We may temporarily suspend or restrict access where reasonably necessary to:

• address a security, privacy, safety or legal risk;
• investigate suspected unauthorised or unlawful use;
• prevent harm to a user, third party or the Services;
• carry out urgent maintenance; or
• address overdue fees after notice under clause 3.

Where practicable, we will give notice, explain the reason and provide an opportunity to remedy the issue.

12.2 We may terminate these Terms or an Account if:

• you materially breach these Terms and do not remedy a remediable breach within 14 days after notice;
• the breach cannot reasonably be remedied;
• continued access would create an unacceptable legal, privacy, security or safety risk;
• you are an Authorised Healthcare Provider and you cease to hold any registration, authority, credential, insurance or organisational authorisation reasonably required for your use of the Services, or we reasonably consider that your continued access may compromise patient safety, privacy, clinical governance or compliance with applicable law;
• you are a Participating Organisation and you cease to hold any organisational authority, approval, credential, insurance or contractual authorisation reasonably required for your use or administration of the Services, or we reasonably consider that your continued access may compromise patient safety, privacy, clinical governance, security or compliance with applicable law;
• you use the Services fraudulently or unlawfully; or
• we discontinue the Services, in which case we will give reasonable notice and provide any refund required by law or the applicable Subscription terms.

12.3 You may stop using the Services and close your Account at any time. If you have a Subscription, cancellation and any continuing access are governed by clause 3.

12.4 On termination, your licence ends and you must stop accessing the Services, except for any limited export or access we make available. Termination does not affect accrued rights, payment obligations or clauses intended to survive.

12.5 We may retain Your Data after termination for periods required or permitted by law (including minimum retention periods for health information under applicable health records laws), professional record-keeping requirements, dispute resolution, security, backup cycles, and as otherwise described in our Privacy Policy. Where appropriate and lawful, data will then be deleted or de-identified.

12.6 If access was arranged by an Authorised Healthcare Provider or Participating Organisation, that party may retain clinical records independently of the Platform. You should contact the relevant Authorised Healthcare Provider or Participating Organisation about access to those records.

12.7 If an Account is inactive for an extended period (as reasonably determined by us), we may contact the Account holder and may suspend, close or restrict the Account on reasonable notice, unless we are required or permitted to retain access for legal, health care, security or operational reasons. We may retain, delete or de-identify information associated with inactive Accounts in accordance with our Privacy Policy and applicable law. Closing or suspending an inactive Account does not automatically cancel any active Subscription, which must be cancelled in accordance with clause 3.

13. App stores

13.1 If you download an application from Apple App Store, Google Play or another app store, the store’s terms also apply. If there is a conflict concerning use of the app, these Terms apply between you and us to the extent permitted by the store’s terms.

13.2 The app store is not responsible for providing the Services, maintenance or support, except as required by its own terms or applicable law. You must comply with applicable third-party terms when using the app.

13.3 Any refund processed by an app store is subject to the store’s processes as well as your rights under applicable law.

14. General

14.1 Assignment. You must not assign or transfer these Terms without our written consent, which will not be unreasonably withheld where the transfer does not increase risk. We may assign these Terms as part of a genuine sale, restructure or transfer of the OrthoADVANCE business, subject to applicable privacy law and without reducing your rights.

14.2 Disputes. If a dispute arises, either party may give written notice describing it. The parties will try in good faith to resolve the dispute directly. If it is not resolved, either party may propose mediation in Queensland before commencing proceedings. Nothing prevents a party seeking urgent relief or exercising a statutory complaint or consumer right.

14.3 Governing law. These Terms are governed by the laws of Queensland, Australia. Subject to any right to bring a claim elsewhere under applicable law, the courts of Queensland have jurisdiction.

14.4 Events outside reasonable control. A party is not liable for delay or failure caused by an event beyond its reasonable control, but this does not excuse payment already due or reduce non-excludable consumer rights. The affected party must take reasonable steps to minimise the impact.

14.5 Notices. We may send notices to the email address or Account associated with you, or display them prominently on the Platform. You may contact us using the contact details available in the Platform or at www.orthoadvance.com.au. A notice is taken to be received when delivered, subject to evidence of delivery failure.

14.6 No partnership or employment. These Terms do not create a partnership, joint venture, employment, fiduciary or agency relationship between you and us. An Authorised Healthcare Provider or Participating Organisation is not our agent merely because it uses the Platform.

14.7 Severability. If any provision is invalid or unenforceable, it is to be read down to the minimum extent necessary or severed, and the remaining provisions continue.

14.8 Waiver. A failure or delay in exercising a right does not waive that right. A waiver must be in writing.

14.9 Entire agreement. These Terms, the Privacy Policy, any accepted order and any additional terms expressly incorporated by reference form the agreement about your use of the Services. They do not exclude representations or rights that cannot lawfully be excluded.

14.10 Interpretation. Headings assist navigation and do not affect interpretation. Words such as “including” are not limiting. A reference to law includes amendments and replacements. The singular includes the plural and vice versa where the context permits.

15. Definitions

In these Terms:

Account means an account used to access the Services.

Authorised Healthcare Provider means a health practitioner who is registered under the Health Practitioner Regulation National Law, or otherwise legally authorised to provide healthcare services in Australia, and who Prescribes, authorises or is otherwise clinically responsible for overseeing a patient’s use of the Services.

Authorised User means a person authorised to use the Services through an Account or another access pathway approved by us, including an Authorised Healthcare Provider, a Participating Organisation, patients, personnel of a Participating Organisation and other users where so authorised by us.

Billing Cycle means the recurring period disclosed when a Subscription is purchased.

Clinical Decision Support Software or CDSS means software, including the Services, that provides information, analysis, alerts or recommendations to support, and not replace, the clinical judgement of a healthcare provider, and that meets the exemption criteria for clinical decision support software in Part 2 of Schedule 4 of the Therapeutic Goods (Medical Devices) Regulations 2002 (Cth), as further described in clause 5.9. CDSS meeting those exemption criteria is a medical device but is exempt from the requirement to be included on the Australian Register of Therapeutic Goods (ARTG).

Intellectual Property means all intellectual property and similar rights, including copyright, trademarks, designs, patents, inventions, confidential know-how, database rights and rights in software, whether registered or unregistered.

Participating Organisation means a hospital, clinic, medical practice, healthcare provider organisation, insurer, or other organisation that arranges, administers, authorises or participates in a person’s access to or use of the Services, including by inviting users, managing access permissions, configuring organisational settings, or making the Services available to patients, Authorised Healthcare Providers or other Authorised Users.

Personal Information has the meaning given in the Privacy Act 1988 (Cth) and includes sensitive and health information where applicable.

Platform means the OrthoADVANCE websites, applications, portals and supporting technology through which the Services are provided.

Privacy Policy means the OrthoADVANCE privacy policy made available on the Platform, as updated from time to time.

Prescribe, Prescribed or Prescription means the act of an Authorised Healthcare Provider authorising, recommending or directing a specific patient to use the Services, or a specified pathway within the Services, as part of that patient’s care.

Services means the services described at the beginning of these Terms and any additional service expressly agreed in writing.

Subscription has the meaning given in clause 3.1.

Template Content has the meaning given in clause 5.2.

Term has the meaning given in clause 1.1.

Terms means these terms and conditions.

Therapeutic Goods Legislation means the Therapeutic Goods Act 1989 (Cth), the Therapeutic Goods (Medical Devices) Regulations 2002 (Cth), and any relevant guidance issued by the Therapeutic Goods Administration, each as amended or replaced from time to time.

Your Data means information, materials, documents, communications and other data lawfully supplied by or on behalf of you, or generated through your authorised use of the Services, including Personal Information. It does not include our software, system logs, security data, analytics methods or Intellectual Property, although Personal Information within those records remains subject to applicable privacy law.

End of Terms and Conditions