1. THIS AGREEMENT IS BETWEEN CURIOUS CAT PTY LTD ACN 661 147 048 AND THE CUSTOMER CONTAINED IN ANY ORDER FORM, AND CONTAINS THE TERMS AND CONDITIONS WHICH GOVERN THE COLLECTION, USE, OWNERSHIP AND SHARING OF DATA ACCESSED FROM THE CUSTOMER’S PRACTICE MANAGEMENT SYSTEM BY CURIOUS CAT.
2. BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY DOWNLOADING, INSTALLING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED ALL OF THESE TERMS AND CONDITIONS.
3. Term
3.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with its terms.
4. Entire Agreement
4.1 This Agreement comprises:
(a) Order Form;
(b) Terms and Conditions; and
(c) any schedules, attachments or documents attached to, or incorporated by reference in, any of the above documents.
Order of Precedence
4.2 To the extent of any inconsistency in the terms and conditions of the above documents, the inconsistency is to be resolved in descending order of precedence.
5. Services
5.1 Curious Cat will provide the Services to the Customer as specified in an Order Form.
Software Installation
5.2 The parties acknowledge and agree that the Customer will install, or Curious Cat may install on the Customer’s behalf, the Software on the Practice Management System for the purpose of Curious Cat providing the Services.
5.3 Curious Cat may notify the Customer and provide updates, enhancements, modifications or new releases (Updates) for the Software for the purposes of improving performance or resolving issues. The Customer consents to Curious Cat installing such Updates on your Practice Management System at Curious Cat’s discretion.
Consent to access Data
5.4 The Customer grants Curious Cat the right to access the Customer Practice Management System and retrieve, transmit, store, copy and use Data in accordance with the terms of this Agreement, and relating to:
(a) Customer: basic information about the practice, including practice name, location, and contact details;
(b) Customer’s clients: demographic information about clients (e.g., name, contact details), service history and preferences to enable client-specific analysis and reporting
(c) patients/animals: details about the animals/patients (e.g., species, breed, age, medical history), treatment records, and health outcomes to identify healthcare opportunities and provide tailored recommendations;
(d) product purchase and sales: records of products purchased and sold by the veterinary practice, including quantities, prices and dates, to analyse buying and selling trends and identify growth opportunities;
(e) appointment/reminders: appointment schedules, frequency and follow-up reminder schedulers to monitor client engagement and identify patterns in client return rates, highlighting potential client retention issues;
(f) veterinarian information: information on individual veterinarians, including performance metrics, caseloads and outcomes, to facilitate comparisons and identify opportunities for practice improvement;
(g) additional metrics requested by the practice: any other specific metrics or data types requested by the practice that is necessary for Curious Cat to provide requested Services.
6. Intellectual Property
Ownership and use of Pre-existing IPR
6.1 Each Party will retain all Intellectual Property Rights in its Pre‑Existing IPR.
6.2 Each Party grants the other Party, a non‑exclusive, non-transferable and non-sub-licensable licence to use and reproduce the other Party’s Pre‑Existing IPR solely for the purpose of fulfilling its obligations under this Agreement.
Proprietary Rights
6.3 Curious Cat acknowledges and agrees that Data and all Intellectual Property Rights subsisting in such Data, shall remain the sole and exclusive property of the Customer.
6.4 The Customer acknowledges and agrees that any Intellectual Property Rights subsisting in any:
(a) Software, data storage and retrieval tools, templates, modelling and/or websites provided or used by, or on behalf of, Curious Cat in the provision of the Services; and
(b) Services, Reports and Deliverables generated or produced by, or on behalf of, Curious Cat utilising the Data (including creation by the operation of any computer language or software, regardless of where such software is operated, executed or resident);
vests, and will remain vested, in Curious Cat immediately on creation.
7. License
Customer Data
7.1 Curious Cat will not share Data with any third party that identifies the Customer, Personal Information related to the Customer’s personnel and/or the Customer’s veterinary practice (and will not under any circumstance (except to the extent required by law) identify any client of the Customer or patient/animal information) without:
(a) the Customer’s prior written consent which may be withheld in the Customer’s absolute discretion; and
(b) Curious Cat, the Customer and the relevant third party entering into a third license agreement on terms satisfactory to the Customer.
7.2 The Customer grants Curious Cat an irrevocable, transferrable, worldwide, perpetual, royalty free, sub-licensable licence to use, reproduce, modify, adapt, enhance, create derivative works thereof, publish or distribute Data provided under this Agreement for the purposes of:
(a) research;
(b) analysis; and
(c) industry reporting,
(together, the Express Purpose),
provided, however that all Data used for the Express Purpose will be de-identified and will not disclose the Customer, Personal Information related to the Customer’s personnel or clients, patients or the Customer’s veterinary practice without the express consent of the Customer in accordance with clause 7.1.
Services. Reports and Deliverables
7.3 Curious Cat grants the Customer a perpetual (during the Term of this Agreement), non-exclusive, non-sublicensable, non-transferable license to use the Services, Reports and Deliverables provided to the Customer solely for its own direct benefit:
(a) subject to any restrictions specified in the relevant Order Form; and
(b) for the Customer’s internal business use only, unless otherwise stated in the Order Form.
7.4 If the Services, Results and Deliverables provided by Curious Cat to the Customer are used in any way either within the Customer’s business or publicly (where the Customer has been granted the express right to make such public use), the Customer must appropriately reference Curious Cat using Curious Cat’s official company name (“Curious Cats Pty Ltd”), a copyright mark (© [year]) and the Services, Results or Deliverables containing the referenceable material.
7.5 The Customer must not remove, alter, modify, or deface any confidential, copyright, or other proprietary notices contained on, affixed to, encoded, or recorded in any Services, Results or Deliverables.
8. Service Standards
8.1 Curious Cat undertakes that the Services will be performed with due skill and care and to a standard consistent with industry best practices.
8.2 Curious Cat will encrypt the Data prior to transmission and the Data will be transferred via the latest compatible and stable Transport Layer Security (TLS).
8.3 Notwithstanding the foregoing, Curious Cat:
(a) does not warrant that the Customer's use of the Services and Software will be uninterrupted, error-free, will not contain Malicious Code or other conditions which could damage or interfere with software, data, hardware or systems with which it might be used or interface with; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.4 The Customer acknowledges and agrees that Curious Cat does not have any obligation to monitor or check the truth, accuracy, completeness or adequacy of the Data that is accessed and transmitted to Curious Cat for the purposes of providing the Services.
8.5 Curious Cat is not responsible or liable for any inaccuracies in the Reports or the Services to the extent that such inaccuracies are caused directly or indirectly by the Data not being true, accurate, complete and/or adequate or by information provided by third parties not being true, accurate, complete and/or adequate.
8.6 To the extent permitted by law, all conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied by statute, custom or the common law are excluded from this Agreement. If a supply under this Agreement is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law, nothing contained in this Agreement excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law, provided that, to the extent that the Australian Consumer Law permits Curious Cat to limit its liability, then its liability is limited to:
(a) in the case of Services, the cost of supplying the Services again or payment of the cost of having the Services supplied again; and
(b) in the case of goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.
9. Customer Responsibilities
9.1 The Customer represents and warrants that it shall:
(a) provide Curious Cat with:
(i) all necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as may be reasonably required by Curious Cat,
in order to render the Services, including but not limited to Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement and any Order Form in a timely and efficient manner;
(d) ensure that its personnel use the Services, Results and any Deliverables in accordance with the terms and conditions of this Agreement and shall be responsible for any personnel’s breach of this Agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Curious Cat, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by Curious Cat from time to time;
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Curious Cat’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(h) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(i) not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(j) not access all or any part of the Software or Services in order to build a product or service which competes with the Software or Services.
10. Fees and payment
10.1 Unless otherwise agreed, the Customer must pay all Fees in any invoice submitted by Curious Cat within 30 days of the end of the month in which the invoice was received.
10.2 If Curious Cat has not received payment of all fees in full within 30 days after the due date, and without prejudice to any other rights and remedies it may have, Curious Cat:
(a) shall, without liability to the Customer, be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) may charge interest on any outstanding amount at the Interest Rate, from the time the amount should have been paid until it is paid.
10.3 Interest accrues daily, may be capitalised by Curious Cat and is payable on demand.
11. Audit
11.1 Curious Cat may, not more than once annually, conduct an audit of the Customer’s compliance with this Agreement.
11.2 The Customer must give Curious Cat (including any internal or external auditor and adviser of Curious Cat) full access, on 5 Business Days’ notice, to the Customer’s documents, accounts, data and records relating to this Agreement in electronic or paper form as Curious Cat reasonably requires, whether located in Australia or elsewhere, in order to investigate and determine the Customer’s compliance with the terms of this Agreement
11.3 The Customer must promptly and efficiently give Curious Cat any assistance that it may reasonably require in order to exercise its rights under this clause 11.
11.4 All costs incurred by Curious Cat in conducting any audit will be borne by Curious Cat unless the results of any audit, in Curious Cat’s reasonable opinion, indicate that there is a material non-compliance by the Customer. In such circumstances, the Customer will reimburse Curious Cat for all costs incurred in conducting the audit within 30 providing a tax invoice to the Customer. days of Curious Cat
12. Termination
For convenience
12.1 Subject to the terms of any Order Form, either Party may terminate this Agreement in whole or in part, on 90 days’ written notice to the other Party, at any time and for any reason in its absolute discretion.
For cause
12.2 Either Party may terminate this Agreement with immediate effect by giving notice to the other Party (Defaulting Party) if the Defaulting Party:
(a) commits a breach of this Agreement, which is incapable of remedy, or which the Defaulting Party fails to remedy within 30 days after being required to do so; or
(b) is the subject of or suffers an Insolvency Event.
13. Indemnity
13.1 Each party indemnifies the other party and any of its personnel (each an Indemnified Party) against any and all claims, actions, proceedings, damages, losses, liabilities, costs, charges and expenses (including legal costs and expenses on a solicitor client basis) suffered or incurred by the Indemnified Party arising directly or indirectly from:
(a) a third party alleging that:
(i) in the case of the Customer, the Data; and
(ii) In the case of Curious Cat, the Services, Results and Deliverables,
infringe or misappropriate the third party’s Intellectual Property Rights or other proprietary rights;
(b) a Party breaching any warranty under this Agreement;
(c) a breach of any law; and
(d) any fraud, negligence, reckless act or omission or wilful misconduct in connection with this Agreement.
13.2 The liability for any loss suffered or incurred by a Party pursuant to any indemnity provided under this Agreement will be reduced proportionately to the extent that the Indemnified Party caused or contributed to such loss.
14. Liability
14.1 To the fullest extent permitted by law, and regardless of the form of action, whether in contract or in tort, including negligence and strict liability, Curious Cat’s total liability, if any, for any and all claims arising out of or in connection with this Agreement shall not exceed the total Fees (excluding taxes) paid by the Customer to Curious Cat in the 12 months prior to the event giving rise to any claim.
14.2 Excluding the obligation of the Customer to pay fees to Curious Cat and subject to law, neither Party shall not be liable to the other Party for any other consequential, indirect or incidental loss, loss of profits, loss of anticipated savings and loss of opportunity arising from or about the performance or non-performance of its obligations under this Agreement howsoever arising.
15. Confidential information
15.1 Each Party must keep the Confidential Information of the other Party secret and confidential and may only use Confidential Information for the purposes of this Agreement.
15.2 Each Party must immediately notify the other Party of any suspected or actual unauthorised use, copying or disclosure of Confidential Information.
15.3 Each Party may disclose the Confidential Information of the other Party:
(a) to personnel who have a need to know for the purposes of this Agreement (and only to the extent that each has a need to know) and before disclosure, have been directed to keep confidential all Confidential Information; or
(b) where it is required by law, provided the disclosing party must before doing so, notify the other party (if legally permitted) and provide a reasonable opportunity for the affected party to take any steps that it considers necessary to protect the confidentiality of that information, and notify the third person that the information is Confidential Information.
16. Privacy
16.1 Each Party must:
(a) in respect of any Personal Information, comply at all times with the Privacy Laws;
(b) subject to the Privacy Laws and consents obtained from the relevant individuals, treat the Personal Information as Confidential Information; and
(c) immediately notify the other Party upon becoming aware of a breach of this clause 16or any breach of, or action required under, the Privacy Laws.
16.2 Curious Cat will:
(a) only collect, use or disclose Personal Information as authorised under this Agreement, or for the sole purpose of providing the Services;
(b) use all reasonable endeavours to protect the Personal Information from misuse, interference and loss and from unauthorised access, modification or disclosure;
(c) comply at all times with the Curious Cat Privacy Policy.
16.3 The Customer represents and warrants to Curious Cat that where it provides any Personal Information it has collected to Curious Cat in connection with this Agreement, it has provided all necessary notices to, and obtained all necessary consents from, individuals in respect of the collection of Personal Information from such individuals, disclosure of the same to Curious Cat and any use and disclosure by Curious Cat for the purposes set out in this Agreement.
17. Force Majeure Event
17.1 If a Force Majeure Event prevents a Party (Affected Party) from performing its obligations under this Agreement:
(a) the Affected Party must promptly notify the other Party of the obligations which will be affected by the Force Majeure Event;
(b) those obligations of the Affected Party will be suspended for the time the Force Majeure Event continues;
(c) the Affected Party must use its reasonable endeavours to mitigate the effect of the Force Majeure Event; and
(d) neither Party will be liable to the other Party for any liabilities, losses, damages, costs or expenses the other Party suffers or incurs because of that Force Majeure Event.
18. Disputes
18.1 If any dispute, question or difference of opinion between the Customer and the Curious Cat arises out of, or in connection with, this Agreement (Dispute), a Party may give to the other Party a notice (Dispute Notice) specifying the Dispute and requiring its resolution under this clause 18.
18.2 If the Dispute is not resolved within 7 days after a Dispute Notice is given to the other Party, each Party must nominate one senior representative to resolve the Dispute (each, a Dispute Representative).
18.3 If the Dispute is not resolved within 30 days of the Dispute being referred to the respective Dispute Representatives, either Party may commence legal proceedings in an appropriate court to resolve the matter.
18.4 During the existence of any Dispute, the Parties must continue to perform all their obligations under this Agreement without prejudice to their position in respect of such Dispute, unless the Parties otherwise agree.
18.5 Nothing in this Clause 18 prevents a Party from seeking any urgent interlocutory or other equitable relief.
19. Goods and services tax
19.1 Words or expressions used in this clause 13 which are defined in the GST Law have the same meaning in this clause.
19.2 Any consideration to be paid or provided to a Customer for a supply made under or in connection with this Agreement, unless specifically described in this Agreement as GST inclusive, does not include an amount on account of GST.
19.3 Despite any other provision in this Agreement, if the Customer makes a supply under or in connection with this Agreement on which GST is payable (not being a supply the consideration for which is specifically described in this Agreement as GST inclusive):
19.4 the consideration payable or to be provided for that supply under this Agreement but for the application of this clause (GST exclusive consideration) is increased by, and recipient must also pay to the Customer, an amount equal to the GST exclusive consideration multiplied by the prevailing rate of GST (GST Amount); and
19.5 the GST Amount must be paid to the Customer without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.
19.6 If a payment to a Party under this Agreement is a reimbursement or indemnification, or otherwise calculated by reference to a loss, cost or expense incurred by that Party, then the payment will be reduced by the amount of any input tax credit to which that Party, or the representative member of the GST group that Party is a member of (as the case may be), is entitled in respect of that loss, cost or expense.
19.7 The Customer shall give a tax invoice in respect of a taxable supply made under or in connection with this Agreement.
20. Notices
20.1 Any notice, demand, consent, request or other communication (a Notice) given or made under this Agreement:
(a) must be in writing, signed by a person duly authorised by the sender and refer specifically to this Agreement;
(b) must be delivered to the intended recipient by hand, recognised overnight delivery service (costs prepaid) or email, addressed to the parties as set out in the Order Form or such other addresses or details notified by the parties from time to time.
(c) will be taken to be duly given or made:
(i) in the case of delivery in person, when delivered by hand;
(ii) in the case of an overnight delivery service, on the second day after deposit with an internationally recognised overnight delivery service; and
(iii) in the case of delivery by email, on the first to occur of:
(A) receipt by the sender of an acknowledgement from the recipient’s information system showing that the notice has been delivered;
(B) the time that the notice enters an information system which is under the control of the recipient; and
(C) the time that the Notice is first opened or read by the recipient.
20.2 A notice that is deemed conclusively given or made after 5.00pm on any day, or on a day that is not a Business Day in the place of receipt, shall be deemed delivered at 9.00am on the next Business Day.
21. General
Assignment and Novation
21.1 Neither Party may assign or novate this Agreement in whole or in part, without the prior consent or the other party, such consent not to be unreasonably withheld or delayed.
Relationship of Parties
21.2 The relationship between the Parties is as independent parties, and does not involve any relationship of agency, fiduciary, employment, partnership, joint venture or association.
Severability of provisions
21.3 A term or part of a term of this Agreement that is illegal or unenforceable may be severed from the Agreement and the remaining terms or parts of the terms of the Agreement shall continue in full force and affect.
No waiver
21.4 A Party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the Party giving the waiver.
Costs and stamp duty
21.5 Each Party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
No merger
21.6 The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing a transaction.
Amendment
21.7 No amendment or variation of this Agreement is valid or binding on a Party unless made in writing and agreed by both Parties.
Governing law and jurisdiction
21.8 The Agreement is governed by the law applicable in Victoria, Australia, and each Party submits to the jurisdiction of the courts of Victoria.
Entire Agreement
21.9 This Agreement constitutes the entire agreement between the Parties as to its subject matter and supersedes all other representations and agreements about the subject matter of this Agreement.
Counterparts
21.10 This Agreement may be executed in any number of counterparts and all counterparts when exchanged will be taken to constitute one document.
Further assurances
21.11 Each Party must do or cause to be done all things necessary or desirable to give effect to, and must refrain from doing anything that would hinder performance of this Agreement.
22. Interpretation
22.1 In these terms and conditions, unless the contrary intention appears:
Agreement has the meaning given to that term in clause 4.1.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of state and territory fair trading legislation.
Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria.
Commencement Date means the date:
(a) set out in Item 2 of the Order Form;
(b) that the Customer ticks the box indicating its acceptance of these terms and conditions; or
(c) that the Customer downloads or installs the Software or otherwise commences receiving or using, or continues using the Services,
whichever occurs first.
Confidential Information means all information disclosed to the other arty (Recipient) or otherwise acquired by the Recipient which is marked as confidential, treated by the disclosing party as confidential or otherwise by its nature confidential, including any information or records (or copies of information or records) relating to the business, business associates, financial affairs, products, services, Customers or clients of either Party, but excluding information that: (a) a Party creates (whether alone or jointly with any third person) independently of the other Party; or (b) is public knowledge (otherwise than as a result of a breach of confidentiality under these terms and conditions).
Curious Cat means Curious Cat Pty Ltd ACN 661 147 048.
Customer means the customer identified in the Order Form.
Data means all raw data and information (including Personal Information) accessed, retrieved, imported to, and/or transmitted by, Curious Cat from the Customer’s Practice Management System.
Deliverables means all, materials, documents (including Reports), information and items which Curious Cat is required to, or does deliver, under this Agreement.
Force Majeure Event means anything outside the reasonable control of a Party, provided that a strike by employees of the Party or employees of a subcontractor of the Party (or both) is not a Force Majeure Event unless the strike is part of an industry wide campaign that does not arise out of the dispute between that Party or that subcontractor and one or more of its employees.
GST Law has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event means any insolvency-related event that is suffered by a Party, including without limitation where: (a) the Party ceases to carry on business; (b) the Party ceases to be able to pay its debts as they become due; (c) the Party disposes of the whole or any substantial part of its assets, operations or business (other than in the case of a solvent reconstruction or reorganisation); (d) any step is taken by a mortgagee to take possession or dispose of the whole or part of the Party's assets, operations or business; (e) any step is taken to enter into any arrangement between the Party and its creditors (other than in the case of a solvent reconstruction or reorganisation); or (f) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator, or other like person of the whole or part of the Party's assets, operation or business.
Intellectual Property Rights or IPR means any and all intellectual property rights, subsisting anywhere in the world, including but not limited to, the following rights:
(a) copyright, patents, circuit layout designs and rights in databases, design rights, trade marks, domain names, trade and business names, inventions, confidential information, trade secrets, technical data and know-how and other proprietary rights;
(b) any registrations and registered applications for any of the rights mentioned above, and all extensions and renewals to any of them;
(c) any rights of action against any third party for infringement of the rights mentioned above; and
(d) any right or form of protection of a similar nature and having equivalent or similar effect to any of the rights mentioned above which may subsist anywhere in the world,
but excluding Moral Rights, and similar personal rights, which by law are non-assignable.
Interest Rate means interest at the rate of Reserve Bank of Australia’s Target Cash Rate + 6.5% calculated daily from the due date and continuing until the overdue money is paid.
Malicious Code means any code in any part of a software system or script that is intended to or that does cause undesired effects, security breaches, degradation to system speed or functionality or damage to a system; including attack scripts, viruses, malware, worms, Trojan horses, backdoors, time bombs, and malicious active content.
Moral Rights means the moral rights conferred on individuals by Part IX of the Copyright Act 1968 (Cth).
Order Form means a document titled ‘Order Form’ or any other document setting out the Customer’s request or order for Services.
Personal Information has the meaning given to that term in the Privacy Act.
Practice Management System means the healthcare software system used by the Customer to manage the veterinary practice and includes any point of sale software.
Pre-existing IPR means any Intellectual Property Rights of a Party which:
(a) were created or developed independently of this Agreement;
(b) are specified in this Agreement as Pre-Existing IPR; and/or
(c) are an adaptation, translation or derivation of any other Pre-Existing IPR.
Privacy Act means the Privacy Act 1988 (Cth).
Privacy Laws means:
(a) the Privacy Act;
(b) the Spam Act 2003 (Cth);
(c) the Do Not Call Register Act 2006 (Cth);
(d) any other legislation from time to time in force in any:
(i) Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); and/or
(ii) non-Australian jurisdiction (to the extent that either party is subject to the laws of that jurisdiction),
affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data; and
(e) any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued by a government agency under an instrument identified in paragraphs (a) to (d),
each as amended, updated or replaced from time to time.
Privacy Policy means Curious Cat’s privacy policy available at https://curiouscat.com.au/privacy, as may be amended from time to time.
Reports means any reports which is developed by or on behalf of Curious Cat in the course of or in connection with the supply of the Services (and includes any Deliverables).
Services means the services provided by Curious Cat under this Agreement and includes the Reports and Deliverables.
Software means the software developed (or licensed from a third party) by Curious Cat and licensed or sublicensed by Curious Cat to the Customer for the purposes of performing or receiving the Services under this Agreement.
In these terms and conditions, unless the contrary intention appears:
(a) the singular includes the plural and vice versa, and a gender includes other genders;
(b) another grammatical form of a defined word or expression has a corresponding meaning;
(c) a reference to A$, $A, dollar or $ is to Australian currency;
(d) a reference to time is to Victoria, Australia time;
(e) a reference to a Party is a Party to this Agreement and includes the Party's executors, administrators, successors and permitted assigns and substitutes;
(f) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
(g) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(h) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
(i) a rule of construction does not apply to the disadvantage of a Party because the Party was responsible for the preparation of the Agreement or any part of it;
(j) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day; and
headings are for ease of reference only and do not affect interpretation.
WEBSITE TERMS & CONDITIONS OF USE
1. About the Website
(a) Welcome to https://curiouscat.com.au (the 'Website'). The Website allows you to access and use the Curious Cat Platform (the 'Services').
(b) The Website is operated by Curious Cats Pty Ltd, ACN 661 147 048 (“Curious Cat”). Access to and use of the Website, or any of its associated Products or Services, is provided by Curious Cat. Please read these terms and conditions (the 'Terms') carefully. Using, browsing and/or reading the Website signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of the Services, immediately.
(c) Curious Cat reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Curious Cat updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
2. Acceptance of the Terms
You accept the Terms by remaining on the Website. Where the option is available in the user interface, you may also accept the Terms by clicking to accept or agree to the Terms.
3. About the Service
(a) The Curious Cat Platform is primarily used to identify opportunities for your practice to improve, whether through better buying, product alternatives or suggestions to pet parents.
(b) Only full-access accounts are currently offered. You acknowledge and agree that the accounts offered, as well as the account features may change from time to time, and may be governed by separate terms which apply specific to the account. Where special account-specific terms apply, you will be informed, and must accept those terms before you are given such an account. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by account-specific terms.
(c) Some accounts may be governed by a separate Software Licensing Agreement with Curious Cat, which may amend the terms of use. For the avoidance of doubt these Terms apply unless otherwise agreed or amended by the terms of an applicable Software Licensing Agreement.
4. Acceptable use of the Service
(a) The Curious Cat Platform, its related features, and website must only be used lawfully. Curious Cat reserves the right to suspend, cancel, or otherwise deny access to users and accounts who use the service:
(i) To engage in any act that would disrupt the access, availability, and security of the Curious Cat Platform and other Curious Cat services, including but not limited to:
(A) Tampering with, reverse-engineering, or hacking our servers.
(B) Modifying, disabling, or compromising the performance of the Curious Cat Platform or other Curious Cat services.
(C) Overwhelming, or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources.
(D) Compromising the integrity of our system, including probing, scanning and testing the vulnerability of our system unless expressly permitted by Curious Cat.
(b) For any illegal purpose, or to violate any laws, including and without limitation to data, privacy, and export control laws.
(c) To stalk, harass or threaten users and any member of the public.
(d) To misrepresent or defraud any user or member of the public through phishing, spoofing, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Curious Cat or any third party
(e) To access or search any part of the Service, or any other Service owned by Curious Cat other than our publicly supported interface, or otherwise allowed for in an applicable Software Licensing Agreement.
(f) To post, upload, share, or otherwise circulate content in violation of the Curious Cat Platform’s content policy
5. Security and Data Privacy
Curious Cat takes your privacy seriously and information provided through your use of the Website and/or Services are subject to Curious Cat’s Privacy Policy, which is available on the Website. The Privacy Policy also addresses Curious Cat’s processes, policies, and obligations in respect of Curious Cat Platform security breaches.
6. Data Use
Curious Cat collects, stores, and processes your data on the Curious Cat Platform. The data is used to provide Services to you, as well as to facilitate Curious Cat’s
business operations. The Privacy Policy outlines how your data is collected, stored, and processed by Curious Cat. The Privacy Policy also addresses Curious Cat's processes, policies, and obligations in respect of data encryption and removal requests.
7. Subscription to use the Service
(a) In order to access the Services, you must first purchase a subscription through the Website (the 'Subscription') and pay the applicable fee for the selected Subscription (the 'Subscription Fee'). After purchasing a Subscription, you will be considered a member (‘Member’).
(b) In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.
(c) Before, during or after you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the Services (the ' Account').
(d) As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including but not limited to name, email address, credit card details, contact number, and address.
(e) You warrant that any information you give to Curious Cat in the course of completing the registration process will always be accurate, correct and up to date.
(f) Once you have completed the registration process, you will be a registered user of the Website and agree to be bound by the Terms ("User"). As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the 'Subscription Period').
(g) You may not use the Services and may not accept the Terms if:
(i) you are not of legal age to form a binding contract with Curious Cat; or
(ii) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services
8. Payments
(a) Subject to the terms of any applicable Software License Agreement, the Subscription Fee may be paid by all payment methods available on the Website, and may change from time to time.
(b) Payments made in the course of your use of the Curious Cat Platform may be made using third-party applications and services not owned, operated, or otherwise controlled by Curious Cat. You acknowledge and agree that Curious Cat will not be liable for any losses or damage arising from the operations of third-party payment applications and services. You further acknowledge and warrant that you have read, understood and agree to be bound by the terms and conditions of the applicable third-party payment applications and services you choose to use as a payment method for Curious Cat Platform services.
(c) You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.
(d) You agree and acknowledge that Curious Cat can vary the Subscription Fee at any time and that the varied Subscription Fee will come into effect following the conclusion of the existing Subscription.
9. Refund Policy
Curious Cat will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services or if a manager of Curious Cat makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the 'Refund').
10. Copyright and Intellectual Property
(a) The Website, the Services and all of the related products of Curious Cat are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Curious Cat or its contributors.
(b) All trademarks, service marks and trade names are owned, registered and/or licensed by Curious Cat, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User to:
(i) use the Website pursuant to the Terms;
(ii) copy and store the Website and the material contained in the Website in your device's cache memory; and
(iii) print pages from the Website for your own personal and non-commercial
use.
(c) Curious Cat does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Curious Cat.
(d) Curious Cat retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(i) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(ii) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(iii) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
(e) You may not, without the prior written permission of Curious Cat and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
11. General Disclaimer
(a) Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
(b) Subject to this clause, and to the extent permitted by law:
(i) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(ii) Curious Cat will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
(c) Use of the Website and the Services is at your own risk. Everything on the
Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Curious Cat make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Curious Cat) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(i) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(ii) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(iii) costs incurred as a result of you using the Website, the Services or any of the products of Curious Cat; and
(iv) the Services or operation in respect to links which are provided for your convenience.
12. Limitation of Liability
(a) Curious Cat's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
(b) You expressly understand and agree that Curious Cat, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
13. Termination of Contract
(a) The Terms will continue to apply until terminated by either you or by Curious Cat as set out below.
(b) If you want to terminate the Terms, you may do so by:
(i) not renewing the Subscription prior to the end of the Subscription Period;
(ii) providing Curious Cat with 14 days’ notice of your intention to terminate; and
(iii) closing your accounts for all of the services which you use, where Curious Cat has made this option available to you.
(c) Any notices pursuant to Clause 13.2 above should be sent, in writing, to Curious Cat via the 'Contact Us' link on our homepage.
(d) Curious Cat may at any time, terminate the Terms with you if:
(i) you do not renew the Subscription at the end of the Subscription Period;
(ii) you have breached any provision of the Terms or intend to breach any provision;
(iii) Curious Cat is required to do so by law;
(iv) the provision of the Services to you by Curious Cat is, in the opinion of Curious Cat, no longer commercially viable.
(e) Subject to local applicable laws, Curious Cat reserves the right to discontinue or cancel your Subscription or Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Curious Cat's name or reputation or violates the rights of those of another party.
14. Indemnity
You agree to indemnify Curious Cat, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your content;
(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(c) any breach of the Terms.
15. Dispute Resolution
15. 1. Compulsory:
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
15.2. Notice:
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
15.3. Resolution:
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
(a) Within 28 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, 28 days after the date of the Notice, the Dispute has not been resolved, the Parties must request that an appropriate mediator be appointed by the Australian Mediation Association (www.amr.asn.au);
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in Melbourne, Australia.
15.4. Confidential:
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
15.5. Termination of Mediation:
If 28 have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the mediator must do so.
16. Venue and Jurisdiction
The Services offered by Curious Cat are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria.
17. Governing Law
The Terms are governed by the laws of Victoria. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
18. Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
19. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
Curious Cat
Melbourne Victoria 3000, Australia
Copyright © 2024 Curious Cat - All Rights Reserved.
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