INTRODUCTION

 

Important TERMS

1. key definitions
   1. The following terms are used regularly throughout these Terms of Service and have a particular meaning (additional definitions are found in the General Conditions):
      1. Agreement means these Terms of Service. 
      2. Ancillary Charges means amounts payable by a Pet Owner through Charlie Pet Health for goods or services that arise in connection with, but are not included in the initial price of, a Booking, including without limitation outsourced diagnostic testing (such as blood tests and pathology), medicines, prescription items and any follow-up professional services provided after the completion of a Booking. For the avoidance of doubt, Ancillary Charges are raised and processed through Charlie Pet Health and the Pet Owner must not be invoiced for such charges outside the Platform.
      3. Booking means a booking for Veterinary Services made available to Pet Owners via Charlie Pet Health. For the avoidance of doubt, a Booking does not include Ancillary Charges, which may be raised and invoiced separately through Charlie Pet Health following the completion of a Booking in accordance with item E.1.
      4. Company means Vita Spot Holdings Pty Ltd, ABN 42 692 629 815, trading as Charlie Pet Health.
      5. Charlie Pet Health means the:
         1. Web application accessible from https://www.charliepethealth.com and
         2. The Charlie Pet Health mobile application available from the Apple® App Store®, Google Play® and other mobile application marketplaces.
      6. Fee means any fee payable by a User for access to, or use of Charlie Pet Health.
      7. Pet means any animal owned or cared for by a Pet Owner that is registered on Charlie Pet Health. A Pet Owner may register one or more Pets on their account.
      8. Pet Owner means a User that holds a pet owner account.
      9. Pet Record means all health data, diagnostic test results, veterinary history, clinical notes and other information relating to a Pet that is created, uploaded or stored within Charlie Pet Health by a Pet Owner, a Veterinary Professional or a third-party diagnostic provider.
      10. Privacy Policy means the Company’s privacy policy as updated from time-to-time, which can be found at https://www.charliepethealth.com/privacy-policy 
      11. Provider Terms means any additional terms of trade, conditions of service or business terms that a Veterinary Professional publishes on their Veterinary Professional Profile, and includes any terms described on a Veterinary Professional Profile. For the avoidance of doubt, Provider Terms does not include the Veterinary Professional’s contractor agreement with the Company, which is a separate confidential agreement between the Company and the Veterinary Professional.
      12. Rating means a rating of a Veterinary Professional’s performance as determined by a Pet Owner that has purchased or received Veterinary Services from the Veterinary Professional, and includes an aggregate of such ratings where implied by context. 
      13. Service Fee means a Fee (if any) charged by the Company to a Veterinary Professional for each payment made for Veterinary Services processed via Charlie Pet Health, as described on the Site from time to time.
      14. Site means the website operated by the Company accessible at https://www.charliepethealth.com (or such other website operated by the Company from time-to-time).
      15. Subscription Fee means a Fee (if any) charged by the Company for a Veterinary Professional’s access to or services provided by Charlie Pet Health, as described on the Site from time to time.
      16. Third Party means any person or entity that is not a User. 
      17. User means any Pet Owner or Veterinary Professional that uses Charlie Pet Health.
      18. Veterinary Professional means an independent, registered veterinarian, partnership clinic or other veterinary professional that has entered into a contractor agreement with the Company to provide Veterinary Services to Pet Owners through Charlie Pet Health in their own professional capacity, and who is required to use the Platform's patient management system (PMS) to create patient files, place diagnostic requisitions and ensure that results are returned to and stored within the Platform.
      19. Veterinary Professional Profile means a profile page within Charlie Pet Health, managed by a Veterinary Professional.
      20. Veterinary Services means the veterinary diagnostic services, blood testing, wellness assessments, telehealth consultations and related professional services performed by a Veterinary Professional in their own professional capacity in connection with Charlie Pet Health, including the creation of patient files and placement of diagnostic requisitions through the PMS, and any follow-up care or advice provided by a Veterinary Professional to a Pet Owner.
2. Agreement
   2. This Agreement governs the use of Charlie Pet Health by any User and limits the liability of the Company to any User. This Agreement has specific terms of use (in addition to the General Conditions) that apply to:
      1. Pet Owners (Item G)
      2. Veterinary Professionals (Item H)
   3. In addition to any other express or implied consents, by using Charlie Pet Health the User accepts and agrees to the terms of:
      1. This Agreement; and
      2. The Privacy Policy.
3. using Charlie Pet Health
   100. Veterinary-Client Relationship.
        1. Charlie Pet Health connects Pet Owners with independent, registered Veterinary Professionals. When a Pet Owner engages a Veterinary Professional through a Booking, the veterinary-client-patient relationship is formed directly between the Pet Owner and the Veterinary Professional. The Company is not a party to that relationship.
        2. The Veterinary Professional provides all Veterinary Services in their own professional capacity as an independently registered veterinarian. The Veterinary Professional (not the Company) owes a professional duty of care to the Pet and the Pet Owner in respect of any Veterinary Services.
        3. The Company does not supervise, direct or control the clinical judgment of any Veterinary Professional. The Company's role is limited to operating the Platform, facilitating Bookings, processing payments and providing administrative and logistical support.
        4. Any complaint, claim or dispute relating to the quality, safety or outcome of Veterinary Services must be directed to the relevant Veterinary Professional. The Company accepts no liability for the clinical acts, errors or omissions of any Veterinary Professional.
        5. The Pet Owner acknowledges that the Veterinary Professional may be required to comply with professional, legal and ethical obligations (including mandatory reporting, animal welfare obligations and record-keeping requirements) that operate independently of, and may override, any agreement between the Pet Owner and the Company or the Pet Owner and the Veterinary Professional.
        6. Veterinary Services available through Charlie Pet Health are focused on preventative pet wellness, including general physical examinations, blood biomarker screening, radiological imaging review, wellness assessments, telehealth consultations, and general health recommendations. Veterinary Services provided through Charlie Pet Health do not include prescribing medications (unless the Pet was examined in person), surgical procedures, imaging, anaesthesia, hands-on clinical treatment, or emergency veterinary care. Where a Veterinary Professional identifies findings that warrant urgent attention or specialist assessment, the Veterinary Professional will recommend that the Pet Owner seek appropriate follow-up with the Pet’s primary veterinarian or a specialist clinic.
   101. Partner Clinics
        1. Charlie Pet Health works with a network of partner veterinary clinics, pathology services and radiology services (“Partner Clinics”) that perform diagnostic procedures, blood test collection, imaging and related clinical services in connection with Veterinary Services.
        2. The Company conducts reasonable due diligence in selecting Partner Clinics. However, Partner Clinics are independent third-party service providers. The Company does not supervise or control the clinical operations of any Partner Clinic.
        3. A Pet Owner may be required to attend a Partner Clinic as part of a Booking (for example, for blood collection or diagnostic imaging). The Pet Owner acknowledges that services performed by a Partner Clinic are performed by that Partner Clinic and not by the Company.
        4. The Company accepts no liability for the acts, errors or omissions of any Partner Clinic, except to the extent required by the Australian Consumer Law.
   102. Veterinary Professional Profiles.
        1. A Veterinary Professional may create and maintain a Veterinary Professional Profile to record information about the veterinary, telehealth, diagnostic and pet wellness services they provide through Charlie Pet Health, including but not limited to:
           1. Veterinary consultations, telehealth consultations and clinical advice services;
           2. Preventative care, wellness plans and membership services; 
           3. Pet health support, education and follow-up services.
        2. Each Veterinary Professional is responsible for the Veterinary Professional Profile that it creates, including with regard to:
           1. The accuracy of information published on the Veterinary Professional Profile (excluding pricing, which is managed by the Company);
           2. Provider Terms; and
           3. Any other information the Veterinary Professional publishes, including but not limited to text, images, video and hyperlinks to third party websites.
        3. The relevant Veterinary Professional may edit the Veterinary Professional Profile at any time. 
        4. The Company shall also have the right to remove any User Content from a Veterinary Professional Profile (or a Veterinary Professional Profile in its entirety) that the Company determines in its sole discretion is inappropriate or is otherwise in breach of Australian law.
   103. Bookings.
        1. Charlie Pet Health may enable:
           1. Pet Owners to view availability for Bookings;
           2. Pet Owners to arrange Bookings ; 
           3. Pet Owners to submit a Booking request and make payment; and
           4. Veterinary Professionals to confirm Bookings.
        2. A Pet Owner may request a Booking by:
           1. Submitting a Booking request via Charlie Pet Health; and
           2. Making payment for the Booking. 
        3. A Booking is not confirmed until the Veterinary Professional provides written confirmation to the Pet Owner via Charlie Pet Health. 
        4. Once a Veterinary Professional has confirmed a Booking:
           1. The Company will remunerate the Veterinary Professional in accordance with the Veterinary Professional’s contractor agreement with the Company; and
           2. The Veterinary Professional must provide the Veterinary Services associated with that Booking, unless agreed otherwise with the relevant Pet Owner. 
        5. The Company will refund any payment made by a Pet Owner without deduction if:
           1. The Veterinary Professional declines a Booking request; or
           2. The Veterinary Professional does not confirm a Booking within 1 Business Day of the time that Booking request is submitted.

For the avoidance of doubt, the Company processes all refunds. A Veterinary Professional must not refund or reimburse a Pet Owner directly.

100. Cancelling a Booking
     1. A Pet Owner must not cancel a Booking once confirmed, unless agreed otherwise with the Veterinary Professional including subject to the Veterinary Professional’s Provider Terms. 
     2. Subject to a Veterinary Professional’s Provider Terms, or unless agreed otherwise between the Veterinary Professional and a Pet Owner, the Pet Owner that cancels a Booking shall:
        1. Not be eligible for a refund of any funds paid for the Booking, except to the extent required by the Australian Consumer Law or other applicable law; and
        2. May be required to pay a cancellation fee by the Veterinary Professional.
     3. A Pet Owner must contact the Company or use Charlie Pet Health in order to cancel a Booking. The Company will notify the relevant Veterinary Professional of the cancellation.
     4. Users may arrange the cancellation of a Booking via Charlie Pet Health, however the Company shall not be responsible to either a Pet Owner or a Veterinary Professional in relation to any such cancellation.
     5. Any refund for a Booking must be conducted via Charlie Pet Health. 
     6. A Veterinary Professional must not cancel a Booking once confirmed, except:
        1. In accordance with the Veterinary Professional’s Provider Terms; or
        2. As agreed otherwise with a Pet Owner.
101. Interacting with other Users.
     1. Charlie Pet Health may allow Users to provide their contact information to other Users. 
     2. While the Company requires each Veterinary Professional to enter into a contractor agreement that includes obligations regarding registration, insurance, regulatory compliance and scope of practice, the Company makes no independent representation as to the credentials, qualifications, registrations, experience or character of any User of Charlie Pet Health. Pet Owners are responsible for satisfying themselves as to the suitability of any Veterinary Professional before engaging Veterinary Services. The Company's role is limited to operating the platform and does not extend to supervising, endorsing or guaranteeing the conduct or competency of any Veterinary Professional.
     3. The Company accepts no responsibility for the conduct of any User of Charlie Pet Health. 
     4. Each User must interact with other Users with respect and professionalism. No User may use Charlie Pet Health in a way that the Company in its sole discretion determines is racist, sexist, xenophobic, discriminatory, defamatory, libellous, threatening, intended to cause offense or is otherwise antisocial.
     5. The Company accepts no responsibility for any interaction between Users, whether that interaction occurs via Charlie Pet Health or not (including a personal meeting). 
102. Agreements between Users.
     1. Charlie Pet Health is designed to connect Pet Owners with Veterinary Professionals to engage Veterinary Services.
     2. The provision of Veterinary Services by a Veterinary Professional to a Pet Owner is governed by the Veterinary Professional’s professional obligations at law and, where applicable, any Provider Terms. The Company is not a party to the veterinary-client-patient relationship formed between a Pet Owner and a Veterinary Professional.
     3. Where a Veterinary Professional makes Veterinary Services available subject to Provider Terms, the Veterinary Professional must publish or call attention to and provide access to the Provider Terms on the Veterinary Professional Profile. A Veterinary Professional’s Provider Terms will not apply to any Booking unless the Pet Owner was made aware of them, and was able to inspect them prior to requesting the Booking.
     4. Each User acknowledges that any agreement formed between Users as a result of their use of Charlie Pet Health is made at the User’s own risk, and:
        1. Any dispute relative to such an agreement shall be dealt with strictly between the parties to that agreement; and
        2. The Company shall not be responsible in any way in relation to such an agreement.
     5. In the event of any conflict between the terms of this Agreement and any agreement between a Pet Owner and a Veterinary Professional (including any Provider Terms), this Agreement shall prevail. As between the Company and a Veterinary Professional, the Veterinary Professional’s contractor agreement with the Company shall prevail to the extent of any inconsistency with this Agreement. 
103. Lodging a Complaint.
     1. If a User believes that another user’s behaviour is threatening, discriminatory, deliberately offensive or otherwise does not meet the standards set out in item C.6(d), the User may lodge a complaint to the Company via email at info@charliepethealth.com
     2. The Company may suspend or remove the account of any User that the Company determines has conducted themselves inappropriately. 
     3. The Company’s decision on whether or not to suspend or remove an account is at its absolute discretion. The Company will ordinarily provide the User with written notice of any such decision and an opportunity to respond before the decision takes effect, except where immediate suspension is required to protect Users or the integrity of the Platform.

4. Pet Records Management.
   4. Pet Records are stored within Charlie Pet Health and are accessible to the relevant Pet Owner and any Veterinary Professional engaged by that Pet Owner in respect of the relevant Pet. The Company stores Pet Records in accordance with its data security obligations under clause 12 of the General Conditions. A Pet Owner may access the Pet Records for any Pet registered on their account at any time during the term of this Agreement. The Company stores Pet Records as part of its Platform infrastructure and makes no independent clinical assessment of the accuracy or completeness of any Pet Record. The accuracy and clinical completeness of Pet Records is the responsibility of the Veterinary Professional who created or updated them.
   5. Following the provision of Veterinary Services, the relevant Veterinary Professional is responsible for updating the Pet Record of the Pet in respect of which Veterinary Services were provided, including by recording diagnostic requisitions, uploading test results and entering relevant clinical notes using the Charlie Pet Health licensed patient management system. The Veterinary Professional must ensure that all records are updated within a reasonable time following completion of the Veterinary Services. The Company accepts no liability for incomplete or missing Pet Records where data was not received from or was not correctly entered by a Veterinary Professional or third-party diagnostic provider. For the avoidance of doubt, the Veterinary Professional creates and maintains clinical records within the PMS in their professional capacity as a registered veterinarian and as the clinical record-keeper for regulatory purposes. The Company hosts those records within the Platform infrastructure.
   6. Each Pet Owner is responsible for the accuracy and completeness of the information it enters in relation to each Pet on Charlie Pet Health. The Company accepts no liability for any loss or harm suffered as a result of inaccurate or incomplete Pet information entered by a Pet Owner.
   7. A Pet Owner may create and manage a profile for one or more Pets within Charlie Pet Health. For each Pet, the Pet Owner may enter and update information including the Pet's name, species, breed, age, weight and other relevant details. Charlie Pet Health will use this information to facilitate the provision of Veterinary Services and to display and maintain Pet Records for each Pet registered on the Pet Owner's account. 
   8. All Pet Records contain personal and potentially sensitive information and must be handled in accordance with the Privacy Policy and any applicable privacy laws. A Veterinary Professional must not access, use or disclose a Pet Record except to the extent necessary to provide Veterinary Services to the relevant Pet Owner, or as otherwise required or authorised by law.
5. service payments
   5. Payment for Bookings
      1. Veterinary Services are offered at the prices advertised on Charlie Pet Health. The Company sets and manages pricing for all Veterinary Services offered through the Platform. The Pet Owner pays the Company directly for Veterinary Services at the advertised price.
      2. A Booking will not be confirmed until the Pet Owner has made payment for the Booking via Charlie Pet Health.
      3. Payments must be made by credit card, or as otherwise specified on the Site using the Charlie Pet Health payment gateway.
      4. All payments made by a Pet Owner for Veterinary Services are made to the Company. The Company separately remunerates each Veterinary Professional in accordance with the Veterinary Professional’s contractor agreement with the Company. The amount paid by a Pet Owner may differ from the amount paid by the Company to the Veterinary Professional.
      5. The Company will remunerate each Veterinary Professional in accordance with the terms of the Veterinary Professional’s contractor agreement with the Company.
      6. The price advertised on Charlie Pet Health for Veterinary Services is inclusive of:
         1. the Veterinary Professional’s fees for Veterinary Services;
         2. GST (if applicable); and
         3. any other duty or tariff that may apply to the transaction.
      7. The Company will provide the Pet Owner with a Tax Invoice for its payment.
      8. The manner in which the Company remunerates a Veterinary Professional is governed by the Veterinary Professional's contractor agreement with the Company and may differ from the amounts paid by a Pet Owner. The Pet Owner has no entitlement to information about the Company's arrangements with any Veterinary Professional.
      9. Following the completion of a Booking, the Company may raise Ancillary Charges through Charlie Pet Health where additional goods or services arise in connection with the Veterinary Services. The following terms apply to Ancillary Charges: 
         1. the Pet Owner must pay all Ancillary Charges through the Platform using the Company's designated payment systems; 
         2. the Company may deduct a Service Fee from any payment of Ancillary Charges processed through the Platform, in accordance with the rates advertised on the Site from time-to-time; 
         3. a Veterinary Professional must not invoice or charge a Pet Owner for any goods or services arising in connection with Veterinary Services outside of the Platform, whether directly or indirectly, without the Company’s prior written consent;
         4. the Company will pay the balance of any Ancillary Charges payment to the Veterinary Professional, taking into account any adjustments for refunds or cancellations, on the same basis as payments for Bookings under item E.1(f); and 
         5. all other provisions of this Agreement relating to payment for Veterinary Services apply equally to Ancillary Charges unless the context otherwise requires.
   6. Currency.
      1. All Fees are quoted in Australian dollars, however transactions may be processed in an equivalent foreign currency (such as US dollars, Canadian dollars or British pounds).
      2. Transactions processed in other currencies may attract conversions fees, transaction fees or other bank fees, which must be paid for by the User.
   7. No Warranty
      1. The Company makes no warranty or representation as to the quality, safety or fitness for purpose of any Veterinary Services. Charlie Pet Health is a technology platform that is dependent on third-party services, contracted Veterinary Professionals, and data supplied by those parties. The platform is only as complete and accurate as the data provided to it. The Company accepts no liability for incomplete, inaccurate or missing health records or diagnostic results where such data was not received from or was not correctly entered by a Veterinary Professional or third-party diagnostic provider.
      2. The Company takes no responsibility for any harm or loss suffered by a Pet Owner as a result of Veterinary Services. Charlie Pet Health is a platform service only and does not provide, supervise or control the provision of any Veterinary Services. If a Pet Owner suffers loss or harm as a result of any Veterinary Services performed by a Veterinary Professional accessed through Charlie Pet Health, the Pet Owner agrees that:
         1. The Pet Owner shall have no recourse against the Company; and
         2. The relevant Veterinary Professional remains responsible for any such loss or harm under Australian Consumer Law.
         3. The Company operates the Platform as a technology service only. The Company does not provide, supervise or control Veterinary Services, does not employ Veterinary Professionals for the purpose of delivering Veterinary Services, and does not exercise clinical control or direction over any Veterinary Professional’s practice. Nothing on Charlie Pet Health constitutes veterinary advice from the Company.
   8. No Inappropriate Veterinary Services. 
      1. All Veterinary Services made available or promoted via Charlie Pet Health must be lawful, professionally appropriate, and suitable for a veterinary and pet wellness platform. The Company may remove any Veterinary Services that it determines do not meet these criteria in its sole discretion.
      2. No User may make available, or advertise any Veterinary Services that the Company in its sole discretion determines are inappropriate or offensive.
      3. The Company may remove any content that suggests that a User is offering Veterinary Services that the Company determines are inappropriate.
      4. The Company may suspend or delete the account of any User that breaches this item.
6. Fees and Payments
   6. Fees and Charges.
   7. Fees apply as advertised for the use of Charlie Pet Health (if any), and the terms of those Fees are set out in the General Conditions.
   8. Where applicable, the Company may charge a Service Fee in connection with payments processed via Charlie Pet Health. The terms of any Service Fee will be as described on the Site from time to time.
   9. Where applicable, the Company may charge a Subscription Fee for a Veterinary Professional’s access to Charlie Pet Health, which shall be payable in advance after any free trial has expired. 
   10. Where applicable, the Subscription Fee applies in accordance with the account type subscribed for by the Veterinary Professional, in accordance with the features and pricing described on the Site.
   11. Where applicable, where a Fee is paid for a particular period of access to Charlie Pet Health (including a Subscription Fee), the User shall not be entitled to a pro-rata refund of any Fees if it elects to stop using Charlie Pet Health within that period. 
   12. Payments.

All payments must be made through Charlie Pet Health using the Company’s designated payment systems, or as otherwise directed by the Company. The Company may restrict access to any or any paid features of Charlie Pet Health until funds have cleared.

If GST is applicable to any payment by a User to the Company then:

1. The fee is inclusive of GST; and
2. The Company will provide the User with a Tax Invoice for its payment.

7. Pet Owner terms of use
   7. Charlie Pet Health may enable a Pet Owner to:
      1. Create and manage a pet owner account, including profiles for one or more Pets;
      2. View Veterinary Professional Profiles;
      3. Request a Booking;
      4. Pay for Veterinary Services;
      5. Contact Veterinary Professionals; or
      6. Use such other features that the Company may make available via Charlie Pet Health from time-to-time.
   8. The Pet Owner agrees and accepts that:
      1. The Pet Owner uses Charlie Pet Health at its own risk. To the extent permitted by law, under no circumstance will the Company be liable for any injury, illness, death or damage to property resulting from the use of Charlie Pet Health;  
      2. Any claim based on injury, illness, death or damage to property that results from a Pet Owner’s use of Charlie Pet Health must be directed to the relevant Veterinary Professional; 
      3. To the extent permitted by law, the Company accepts no liability for the accuracy of any information made available using Charlie Pet Health. Any reliance on the information available through Charlie Pet Health is at the Pet Owner’s own risk; 
      4. The Pet Owner indemnifies the Company against all costs, claims damages and expenses for any injury or damage caused to the person or property of a Veterinary Professional or Third Party as a result of the Pet Owner’s use of Charlie Pet Health;
      5. Any information shared by the Pet Owner with a Veterinary Professional via Charlie Pet Health, may be retained by the Veterinary Professional or Charlie Pet Health subject to any relevant privacy laws.
      6. Charlie Pet Health may send the Pet Owner emails, text messages, push notifications and other alerts on behalf of the Company or a Veterinary Professional that has provided Veterinary Services to the Pet Owner;
      7. Any consent or statement made by a Pet Owner through Charlie Pet Health is valid and binding unless and until revoked by the Pet Owner, and a Veterinary Professional may rely on a consent or statement made through Charlie Pet Health without any need to further verify the veracity of that consent;
      8. All information about a Pet Owner is used and controlled by the Pet Owner or Veterinary Professional, not Charlie Pet Health;
      9. All information input into Charlie Pet Health about a Pet Owner or any Pet, including any Pet Record, is provided with the consent or authority of the relevant individual entitled to provide that information.
8. Veterinary Professional terms of use
   8. Charlie Pet Health may enable a Veterinary Professional to:
      1. Create and manage a veterinary professional account;
      2. Create and manage a Veterinary Professional Profile;
      3. Manage Pet Records;
      4. Manage availability for Bookings;
      5. Receive Booking requests;
      6. Accept payment for Veterinary Services;
      7. Communicate with Pet Owners; and
      8. Use such other features that the Company may make available via Charlie Pet Health from time-to-time.
   9. The Veterinary Professional agrees and warrants that:
      1. The Veterinary Professional shall ensure that the following information is kept accurate and up-to-date on Charlie Pet Health:
         1. It has entered into a contractor agreement with the Company governing the terms of its engagement, including detailed obligations regarding platform use, clinical record-keeping, insurance, registration, regulatory compliance and scope of practice, and it will comply with all such obligations.
         2. Available times and dates for Bookings;
         3. The Veterinary Professional’s Provider Terms; and
         4. Any other information made available on a Veterinary Professional Profile;
      2. To the extent permitted by law the Veterinary Professional indemnifies and will hold the Company harmless against all costs, claims damages and expenses for:
         1. Any fine, penalty or regulatory sanction imposed upon the Veterinary Professional as a result of the Veterinary Professional's use of Charlie Pet Health;
         2. Claim of infringement of intellectual property rights made by a Third Party;
         3. Any information that the Veterinary Professional provided to the Company is found to be misleading.
         4. Claim of breach of confidentiality by any Third Party;

As a result of the Veterinary Professional’s use of Charlie Pet Health;

100. Notwithstanding any information on a Veterinary Professional Profile, the Veterinary Professional shall not disclose any information about another User to any person or party other than as authorised by the relevant User;
101. It shall ensure all personal information it has access to through its use of Charlie Pet Health is kept and used in accordance with applicable privacy laws in the jurisdiction;
102. It shall only use Charlie Pet Health for its intended purpose as set out in this Agreement;
103. It shall comply with all anti-SPAM legislation in its jurisdiction; and
104. It grants the Company a royalty free licence to use any logos in any form, media or technology that the Veterinary Professional provides to the Company for the purpose of promoting or marketing the Veterinary Professional and Charlie Pet Health.

9. Rescheduling and Refunds.
   1. A Pet Owner may request a refund if any of the following refundable issues (Refundable Issue) occur:
      1. The Pet Owner has paid for a Booking and the Veterinary Professional:
         1. Cancels a confirmed Booking; or
         2. Declines a Booking request; or
      2. The Pet Owner determines that:
         1. The Veterinary Professional is unqualified or unfit to provide Veterinary Services, or otherwise fails to meet the minimum standards set out in this Agreement, whether before or after commencement of the Veterinary Services; 
         2. The Veterinary Professional has failed to adequately provide the Veterinary Services to an acceptable standard, whether in accordance with this Agreement, the Veterinary Professional’s Provider Terms, or any other agreement between the Pet Owner and the Veterinary Professional.
      3. The Pet Owner has paid Ancillary Charges and: 
         1. the goods or services to which those Ancillary Charges relate were not provided by the Veterinary Professional; 
         2. the Ancillary Charges were incorrectly raised or do not correspond to goods or services ordered or received by the Pet Owner in connection with the relevant Booking; or 
         3. the Veterinary Professional has failed to provide the goods or services to which the Ancillary Charges relate to an acceptable standard.
   2. The Pet Owner Rescheduling and Refund Policy. 
      1. A Pet Owner that suffers a Refundable Issue may apply to the Company by sending an email to info@charliepethealth.com for:
         1. A refund; or 
         2. To reschedule or apply the amount as a credit toward another Booking.
      2. The Company may reimburse the Pet Owner the amount paid by the Pet Owner through Charlie Pet Health, provided that the Company determines in its discretion that a Refundable Issue has occurred.
      3. Rather than accepting the payment of a refund, a Pet Owner may elect for the Company to hold the amount of any refund on account, which may then be applied to the value of a subsequent Booking by the Pet Owner.
      4. Nothing in this clause shall prevent a Pet Owner from arranging to reschedule a Booking by agreement with the relevant Veterinary Professional. The Company accepts no responsibility in relation to such an agreement reached between the Pet Owner and Veterinary Professional.
   3. Conditions to Claim a Refundable Issue. Only a Pet Owner may submit a claim for a Refundable Issue. In order to submit a valid claim for a Refundable Issue and receive the benefits with respect to their Booking, the Pet Owner is required to meet each of the following conditions:
      1. The Pet Owner must bring the Refundable Issue to the Company’s attention in writing, and provide the Company with information (including photographs or other evidence) about the Veterinary Services and the circumstances of the Refundable Issue within 7 days after the time the Booking ended or was cancelled, and must respond to any requests by the Company for additional information or cooperation on the Refundable Issue.
      2. The Pet Owner must not have directly or indirectly caused the Refundable Issue (whether through action, omission or negligence). 
   4. Minimum Quality Standards, Veterinary Professional Responsibilities and Reimbursement to Pet Owner. 
      1. The Veterinary Professional is responsible for ensuring that the Veterinary Services they provide meet the minimum safety and quality standards set out in this Agreement, and do not present a Pet Owner with Refundable Issues. 
      2. The Veterinary Professional agrees to reimburse the Company up to the amount paid by the Company, plus any Service Fee within 30 days of the Company’s request if:
         1. The Company determines that a Pet Owner has suffered a Refundable Issue related to the provision of Veterinary Services listed by the Veterinary Professional; and 
         2. The Company reimburses that Pet Owner any amount up to the amount paid by the Pet Owner through Charlie Pet Health for the Veterinary Services. 
      3. All determinations of the Company with respect to a refund, including (without limitation) the size of any refund to the Pet Owner, shall, subject to the dispute resolution process in clause 17 and any rights available under the Australian Consumer Law, be final and binding on the Pet Owner and Veterinary Professional.
      4. The Veterinary Professional agrees that in order to reimburse the Company up to the amount paid by the Company, the Company may offset or reduce any amounts owed by the Company to the Veterinary Professional by this amount, in accordance with the Veterinary Professional’s contractor agreement with the Company. 
      5. The rights of the Pet Owner under this Agreement supersede any cancellation provisions of any Provider Terms or agreement reached between the Veterinary Professional and the Pet Owner with regards to the relevant Veterinary Services. 
      6. If a Veterinary Professional disputes the Refundable Issue the Veterinary Professional may notify the Company in writing and provide the Company with information (including photographs or other evidence) disputing the claims regarding the Refundable Issue. 
      7. The Company may take into account, the reasonable efforts made by a Veterinary Professional to remedy or mitigate the Refundable Issue when reaching its determination.
      8. Each User agrees that all determinations of the Company with respect to the Refundable Issue shall, subject to the dispute resolution process in clause 17 and any rights available under the Australian Consumer Law, be final and binding on the Pet Owners and Veterinary Professionals.
      9. In the event of one or more Refundable Issues in relation to the same Veterinary Professional, the Company, in its discretion, may elect to take additional actions. These actions may include, but are not limited to negatively affecting the Veterinary Professional’s Rating, cancelling future Bookings, suspending the Veterinary Professional’s account or imposing penalties or fees for the administrative burden associated with the Refundable Issues.
   5. Nothing in this item shall prohibit the Company from processing a refund or crediting a Pet Owner’s account if the Company determines that a Booking was cancelled via Charlie Pet Health, and the provision of Veterinary Services did not occur prior to the Company remunerating the Veterinary Professional for a Booking.
   6. No other refunds shall be offered by the Company except in accordance with this clause, or as required by law.
10. Electronic transactions
    10. The User agrees that when it provides any consent, authority or agreement through Charlie Pet Health it does so as an electronic transaction and warrants that such transaction shall be binding on the party.
    11. The User agrees that any request for a consent, authority or agreement it sends to other Users through Charlie Pet Health as an electronic transaction may be sent directly from its email address. 
11. Verification
    11. The User is solely responsible for verifying the identity of a signatory to any electronic transaction it is a party to. 
    12. The Company does not guarantee the validity of any electronic transaction. 
12. Term & limitations
    50. Term.

The User’s licence to access Charlie Pet Health shall be ongoing until terminated in accordance with this Agreement.

The Company may limit or restrict access to Charlie Pet Health from time-to-time as it sees fit, including (but not limited to):

1. Entities. The Company shall restrict access to use the features available to Veterinary Professionals only to qualified, reputable and/or registered Veterinary Professionals; and
2. Location. The Company may restrict access to Charlie Pet Health to certain jurisdictions where it is able to offer Charlie Pet Health.
3. Age. The Company may restrict access to Charlie Pet Health, to only allow persons over the Age of 18. Users under the age of 18 must not use Charlie Pet Health.

13. registration
    1000. Registration.
          1. The User must register an account in Charlie Pet Health to use Charlie Pet Health.
          2. The Company may set any registration requirements in its absolute discretion.
14. confidential information
    14. The Company will keep confidential all information that it becomes aware of regarding the User’s:
        1. Personal information, pet information and pet health information;
        2. Business, practice, employees and contractors.
15. Termination
    15. This Agreement may be terminated at any time by:
        1. Written notice of one party to the other. This could be in the form of letter or electronic email /communication; or
        2. By cancelling or otherwise terminating a User account through Charlie Pet Health.
16. account access using third-party services
    16. Registration & Login.
        1. A User may be able to register for Charlie Pet Health, and access Charlie Pet Health, by using their account with certain third party services (“TPS”) (including, but not limited to, Facebook, Google, LinkedIn, etc.);
        2. As part of the functionality of Charlie Pet Health, a User may connect their profile with a TPS by:
           1. Providing the User’s TPS login information to the Company through Charlie Pet Health; or
           2. Allowing the Company to access the User’s TPS in accordance with its terms & conditions of service; and
        3. When connecting to Charlie Pet Health using a TPS the User warrants that the User is not in breach any of its terms & conditions of service.
    17. Ongoing Availability.
        1. The User agrees that access to Charlie Pet Health may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Charlie Pet Health;
        2. The User may disconnect the connection between Charlie Pet Health and the TPS at any time.
        3. The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection nor security of personal data which resides with the TPS.
    18. Data from TPS.

Where a User connects and or registers their profile using a TPS, the User authorises the Company to use data from that TPS to create the User’s profile on Charlie Pet Health.

17. disclaimer – third party INFORMATION & services
    17. The User acknowledges that Charlie Pet Health:
        1. Is dependent on third-party services, including but not limited to:
           1. Banks, credit card providers, BPAY;
           2. Telecommunications services;
           3. Hosting services;
           4. Email services; and
           5. Analytics services.
        2. Provides links to third party websites containing (without limitation) personal information.
    18. The User agrees that the Company shall not be responsible or liable in any way for:
        1. Interruptions to the availability of Charlie Pet Health due to third-party services; or
        2. Information contained on any linked third party website. 

General

18. Governing Law. New South Wales, Australia
19. Reference City. Sydney.

General conditions

1. Background
   1. The User wishes to access Charlie Pet Health provided by the Company.
   2. The terms and conditions in this Agreement govern the provision of Charlie Pet Health to the User by the Company.
2. INterpretation
   2. The following definitions apply in this document:
      1. ACN means Australian Company Number.
      2. Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the Reference City set out in item R of the Important Terms.
      3. Corporations Act means the Corporations Act 2001 (Cth).
      4. Fees mean the fees and charges as set out in the Important Terms.
      5. Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure.  It includes each of the following, to the extent it is beyond the reasonable control of that party:
         1. Act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;
         2. Act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
         3. The effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and
         4. Embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.
      6. General Conditions means the terms and conditions set out in the section of this Agreement entitled “General Conditions”.
      7. GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
      8. Important Terms means this Agreement’s details and variables set out in the section of this Agreement entitled “Important Terms”.
      9. Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;
      10. Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.
      11. Moral Rights means:
          1. Moral rights pursuant to the Copyright Act 1968 (Cth);
          2. Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).
      12. Privacy Act means the Privacy Act 1988 (Cth).
      13. Solution means the Charlie Pet Health solution described in the Important Terms.
      14. Special Conditions means the terms and conditions set out in the section of this agreement entitled “Special Conditions”.
      15. Stripe Services Agreement is a collective term that refers to both:
          1. The Stripe Connected Account Agreement accessible at https://stripe.com/au/connect/account-terms; and 
          2. The Stripe Terms of Service accessible at https://stripe.com/au/terms.
      16. Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
      17. User Content means data that is uploaded or input into Charlie Pet Health by the User or that forms part of the User’s Intellectual Property.
   3. Headings are only for convenience and do not affect interpretation.   The following rules apply unless the context requires otherwise:
      1. The singular includes the plural and the opposite also applies. 
      2. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
      3. A reference to a clause refers to clauses in this Agreement.
      4. A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.
      5. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included. 
      6. A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
      7. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
      8. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
3. APPLICATION of this agreement
   3. This Agreement applies to use of and access to Charlie Pet Health.
   4. Where the User does not accept the terms and conditions of this Agreement, the User must immediately cease using Charlie Pet Health.
   5. This Agreement may be updated by the Company at its absolute discretion from time-to-time, and unless stated otherwise by the Company in writing, such updates shall come into effect for use of Charlie Pet Health at the User’s next login after the User receives written notice of the update(s). 
4. the Charlie Pet Health product
   4. Charlie Pet Health is the product described in the Important Terms.
   5. Charlie Pet Health is only accessible to the User for the term set out in the Important Terms.
   6. The User agrees and accepts that Charlie Pet Health is:
      1. Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to servers operated by the Company and is not available ‘locally’ from the User’s systems; and
      2. Managed and supported exclusively by the Company from servers operated by the Company and that no ‘back-end’ access to Charlie Pet Health is available to the User unless expressly agreed in writing.
   7. As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features and exercises, redesign, improve or otherwise alter Charlie Pet Health.
   8. The Company shall not exercise its rights under clause 4.4 in a manner that would intentionally cause the User to lose access to User Content or fundamentally decrease the utility of Charlie Pet Health to the User, other than in accordance with the terms of this Agreement.
5. LICENcE
   5. By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Charlie Pet Health for the duration of this Agreement, in accordance with the terms and conditions of this Agreement. This licence relates to access to the Charlie Pet Health platform as a practice management, data collection and health record service only. Nothing in this Agreement constitutes the provision of veterinary services, clinical advice, prescriptions, emergency triage, or regulated veterinary practice management by the Company.
   6. The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
   7. The Company may revoke or suspend the User’s licence in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User or any of its users.  The Company will ordinarily advise the User of any suspension or revocation however it is under no obligation to do so.
6. USE
   6. The User agrees that it shall only use Charlie Pet Health for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
7. AUTHORISED USERS
   7. The User shall authorise users to access Charlie Pet Health in its absolute discretion. The Company accepts no liability for access to User Content by users authorised by the User or using login details of users authorised by the User.
   8. The User is solely responsible for the security of its username and password for access to Charlie Pet Health.
   9. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Charlie Pet Health account. 
8. User Content
   8. The Company obtains no right, title or interest in User Content including any Intellectual Property found within it.  The Company accepts no liability for the content of User Content.
   9. The User is responsible for the accuracy, quality and legality of User Content and the User’s acquisition of it, and the users that create, access and/or use User Content.
   10. Despite clause 8.1 the Company shall be authorised to permanently delete User Content where outstanding Fees remain unpaid in accordance with clause 10.
   11. The Company shall not access, use, modify or otherwise deal with User Content except where required by compulsion of law or upon the User’s authority (such as to provide support for Charlie Pet Health).
9. PRIVACY
   9. The Company maintains the Privacy Policy in compliance with the Australian Privacy Principles under the Privacy Act, including the Notifiable Data Breaches scheme, for data that it collects about the User and other customers.
   10. The Privacy Policy does not apply to how a Veterinary Professional handles personal information. It is the Veterinary Professional’s responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law. Each Veterinary Professional’s obligations regarding the handling of personal information, pet-related records and owner information are set out in the Veterinary Professional’s contractor agreement with the Company. 
   11. The Company makes no warranty as to the suitability of Charlie Pet Health in regards to a Veterinary Professional’s privacy, confidentiality, record-keeping or pet health information obligations at law or contract, and it is the Veterinary Professional’s responsibility to determine whether Charlie Pet Health is appropriate for the Veterinary Professional’s circumstances.
   12. Unless expressly agreed otherwise in writing by the Company, Charlie Pet Health is provided as a technology platform for pet health data management, diagnostic record collection, and connection of pet owners with contracted Veterinary Professionals. It is not, and is not represented as, a complete clinical record system, prescribing system, dispensing system, emergency triage system or regulated veterinary practice management system. The Company does not provide, supervise, or take responsibility for any veterinary clinical judgments, diagnoses, prescriptions or treatments made or performed by any Veterinary Professional.
   13. The Charlie Pet Health website may use cookies or any other technology tools (a small tracking code in the User’s browser) to improve a User’s experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.
   14. Where Charlie Pet Health enables the collection, storage, transmission or sharing of pet information or pet health information, each User acknowledges that such information may be sensitive and must only be uploaded, accessed, used or disclosed to the extent authorised by law, this Agreement, the Privacy Policy and any applicable Provider Terms.
10. INVOICING & PAYMENTS
    10. The Company shall issue the User a Tax Invoice for all Fees for which GST applies.
    11. The terms of payment set out in the Fees shall apply.
    12. Should the User dispute a Tax Invoice, the User must notify the Company of the disputed item within 5 Business Days of the date of the Tax Invoice.   The User must pay the amount of the Tax Invoice not in dispute within the prescribed payment period.
11. Payment Gateway
    11. Payment processing services for each User are provided by Stripe and are subject to the Stripe Services Agreement.
    12. Each User agrees to be bound by the Stripe Services Agreement, as modified by Stripe from time to time. 
    13. As a condition of Charlie Pet Health enabling payment processing services through Stripe, the User agrees to provide the Company with accurate and complete information about the User, and authorises the Company to share such information related to the User’s use of the payment processing services provided by Stripe.
12. DATA
    12. Security.  The Company takes the security of Charlie Pet Health and the privacy of its users very seriously.  The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
    13. Transmission.  The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.  It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
    14. Storage.   The Company may limit the amount of data that the User stores in Charlie Pet Health, and shall advise the User of such.   Data that is stored with Charlie Pet Health, including personal information, pet information and pet health information, shall be stored according to accepted industry standards. 
    15. Backup.   The Company shall perform backups of Charlie Pet Health in as reasonable manner at such times and intervals as are reasonable for its business purposes.  The Company does not warrant that it is able to backup or recover specific User Content from any period of time unless so stated in writing by the Company.
13. ACCESS
    13. By accepting the terms of this Agreement the User agrees that the Company shall provide access to Charlie Pet Health to the best of its abilities, however:
        1. Access to Charlie Pet Health may be prevented by issues outside of its control; and
        2. The Company accepts no responsibility for ongoing access to Charlie Pet Health.
14. INTELLECTUAL PROPERTY
    14. Trademarks.  The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
    15. Proprietary Information.  The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.  The User warrants that it shall not infringe on any third-party rights through the use of Charlie Pet Health.
    16. The Charlie Pet Health Application.  The User agrees and accepts that Charlie Pet Health is the Intellectual Property of the Company and the User further warrants that by using Charlie Pet Health the User will not:
        1. Copy Charlie Pet Health or the services that it provides for the User’s own commercial purposes; and
        2. Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Charlie Pet Health or any documentation associated with it.
    17. Content.   All content (with the exception of User Content) remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, exercises, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Charlie Pet Health. 
15. LIABILITY & INDEMNITY
    15. The User agrees that it uses Charlie Pet Health at its own risk.
    16. The User agrees that it has had reasonable opportunity to obtain legal advice on this Agreement. 
    17. The User acknowledges that the Company is not responsible for the conduct or activities of any user and that the Company is not liable for such under any circumstances.
    18. The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Charlie Pet Health, including any breach by the User of these Terms.
    19. To the extent permitted by law, in no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Charlie Pet Health or any content, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.
    20. Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified.  Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
        1. The re-supply of services or payment of the cost of re-supply of services; or 
        2. The replacement or repair of goods or payment of the cost of replacement or repair. 
16. TERMINATION
    16. Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.
    17. The rights and obligations under the relevant provisions of clauses 7, 9, 10, 14, 15, 16, 17, 18 and 18.6 survive termination of this Agreement.
17. DISPUTES
    17. All disputes shall be handled in accordance with the Company’s dispute resolution policy.
    18. Where the Company does not have a relevant dispute resolution policy for a type of dispute, the following process shall apply:
        1. Negotiation.  If there is a dispute between the parties relating to or arising out of this Agreement, then within 5 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;
        2. Mediation.  If the dispute between the parties relating to or arising out of this Agreement is not resolved within five Business Days of notification of the dispute under Clause 17.2(a), the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution;
        3. Arbitration.  If the dispute between the parties relating to or arising out of this Agreement is not settled by mediation under Clause (b), either party may by written notice to the other refer the dispute to arbitration administered by the Institute of Arbitrators Australia.  The arbitrator will be agreed between the parties from a panel suggested by the President of the Institute of Arbitrators Australia or failing Agreement, an arbitrator will be appointed by the President of the Institute of Arbitrators Australia; and
        4. Court proceedings.  A party may not commence court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this clause (d) unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.
18. ELECTRONIC COMMUNICATION, amendment and assignment
    18. The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
    19. The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement.  The Company will notify the User of a change of details from time-to-time.
    20. The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
    21. A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
    22. Notices must be sent to the parties’ most recent known contact details.
    23. The User may not assign or otherwise create an interest in this Agreement.
    24. The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
19. general
    19. Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
    20. Prevalence. To the extent that the Important Terms are inconsistent with the General Conditions, the terms of the Important Terms will prevail. To the extent that the Special Conditions are inconsistent with the Important Terms, the Special Conditions will prevail.
    21. Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
    22. Relationship.  The relationship of the parties to this Agreement does not form a joint venture or partnership.
    23. Waiver.  No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
    24. Governing Law.  This Agreement is governed by the laws of the state set out in item R of the Important Terms.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
    25. Severability.  Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.