General Terms and Conditions

General Terms & Conditions

These Terms & Conditions (Terms) govern the creation and use of an account by a User via our website and all digital platforms accessed from https://www.vital.ly/ (the Website) and mobile applications (together, the Network), including the purchase and supply of any and all Products and access to any and all Services offered by us through the Network.

The Network is operated by vital.ly Pty Ltd ACN 609 423 314 (vital.ly). All references in these Terms to we, our or us means vital.ly Pty Ltd, its associates and its related bodies corporate. All references in these Terms to “you” means a User.

We encourage you to read these Terms carefully. By clicking “I have read and understand the online terms and conditions” and accessing or using the Network in any way, you acknowledge and confirm that you have read and understood these Terms and agree to abide by these Terms. If you do not agree to any of the Terms, you must not use the Network.

We reserve the right to revise, change or modify these Terms at any time by posting new Terms on the Network. You are bound by any such revisions and should therefore visit the Terms each time you visit the Network to review the current Terms by which you must abide.

By accepting these Terms, you also:

agree to our Privacy Policy, which are incorporated herein by reference
agree, if you are a Practitioner, to our Practitioner Terms, which are incorporated herein by reference
warrant to us that you are at least 18 years old or if younger than 18 you have the approval of your parent or guardian. If you are of age with legal capacity, you warrant that you have the legal capacity to enter these Terms and have read and understood these Terms.

2. Nature of Services

We are providing you with access to our Network whereby:

Practitioners may advertise and/or be named on the Network, manage online bookings with Patients via the Appointment Plugin and have access to a Patient’s history of Product purchases, appointments, and other related information.
Users may purchase products in exchange for paying us the Price, may make online bookings with Practitioners and use other Services offered by us

In accordance with these Terms

We use a third party payment gateway in relation to the receipt and payment of all Prices and Fees. We have no responsibility for your actions or inactions once you make a payment via the third party, or agree to accept a payment from us via the third party payment gateway, or the actions or lack of actions by the third party payment gateway, other than as stated in these Terms.

3. Definitions

Account means an online account made available to a User to enable the User to access the Services.

Appointment Plugin means the cloud-based software as a service owned and provided by us to Users through which Practitioners publish their available appointments and receive and manage bookings made by Patients.

Claim means, in relation to any person, a damage, loss, cost, fine, penalty, expense or liability incurred by the person or a claim, action, proceeding or demand made against the person, however arising and whether present or future, fixed or unascertained, actual or contingent.

Content means any information or material of any kind published or made available to us in connection with the Services and the Network (including material provided by a User for publishing on the Network including, without limitation, text, graphics, data, images, business, company or trade names, domain names and trade marks, whether registered or unregistered, and all information, documents and other data provided by you to us, any content uploaded by a Practitioner to the Network, or otherwise accessed by us in us providing the Services).

Fees means the fees payable to us for a Practitioner’s use of the Services, including the Appointment Plugin, which are also subject to the Practitioner Terms.

Force Majeure means any event or circumstances beyond the reasonable control of us including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it:

would be unreasonable to expect us to have planned for, avoided or minimised the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan
results in us being unable to perform an obligation under these Terms on time

IPR has the meaning in clause 9.

Patient, Client or Customer means an individual or an entity who subscribes for an account.

Plan means the applicable monthly or annual Practitioner plan which provides for certain features and a number of authorised users tier.

Practitioner means an individual or an entity that is a provider of healthcare and associated services who subscribes for an account as either a Practitioner, a Clinic, an Aromatherapist/Massage Therapist or a Student.

Practitioner Environment means the computing environment of the Practitioner including all hardware, software, information technology and telecommunications services and systems.

Practitioner Terms means the additional terms and conditions that apply to Practitioners and which supplement these Terms.

Price means the cost and all delivery fees for the purchase and supply of Products and any other amounts payable to us under these Terms or as set out on the Website.

Products means the goods offered for sale via the Network.

Services means the services provided by us to enable:

Practitioners to advertise and/or be named on the Network, manage online bookings with Patients via the Appointment Plugin and have access to Patient’s history of Product purchases, appointments, and other related information, in exchange for our receipt of the Fees
Patients to purchase products in exchange for paying us the Price and make online bookings with Practitioners
Users to purchase products and use the variety services provided by the Company
Any other service offered by us

In accordance with these Terms

Term means the period from subscription for an Account by a User until termination in accordance with clause 14.

User includes a person or organisation who engages with or benefits from the Services provided by the Company.

4. Licence to Use Network

We grants Users a limited, revocable right to access and use the Network to access the Services.

Except as permitted under these Terms and applicable laws, no part of the Network may be otherwise reproduced, adapted or transmitted in any form by any process without our specific written consent.

5. Product Purchases

Users are required to create an account in order to purchase Products from us.

We will provide a confirmation of Account registration when you register for an Account. It is your responsibility to keep your Account details up to date and confidential. You are liable for all activity on your Account, including purchases made using your Account details.

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML in the text of the e-mail or through a link to the appropriate page on our Website, accessible through any standard, commercially available internet browser.

If you become aware of any unauthorised use of your Account, you agree to inform us immediately via the contact form on the Website.

You may order Products from us as set out on the Network. We may at our discretion accept or reject an order depending on factors including availability of Products and our ability to validate payment for the Products.

It is your responsibility to check the order details, including selected Products and pricing before you complete your order on the Network.

We will provide you with order details, which may include an order number, the shipping and billing addresses and a description of what was ordered when you order and pay on the Network and your payment has been validated.

Please be aware that some of the Products sold through the Network may not be suitable for children under 18 years of age, so please take extra care when purchasing Products for children under 18 years of age.

You agree to pay us the Price for the Products and any other amounts payable to us under these Terms as set out on the Network. All amounts are stated in Australian dollars and are inclusive of GST (where applicable). We display delivery and insurance fees separately from the Price of the Products. Changes to prices may occur without notice, and will be updated on the Network without notice.

You must pay for the Products by one of the methods set out on our Network and via a third party payment gateway. You must not pay, or attempt to pay, for our Products through any fraudulent or unlawful means.

All Product purchases are subject to availability. We do our best to keep in stock most Products and to keep the Network up to date with the availability of our Products.

If there is a considerable delay in dispatching your order, or if for any reason we cannot supply the Products you have ordered, we will contact you using the contact details provided by you when you placed the order to work out the best way to proceed under the circumstances.

Please refer to the delivery information on the Network to check that you are in our delivery area. If you are not in our delivery area please contact us to discuss delivery options.

We will normally dispatch Products within 1-2 business days of receipt of your order unless otherwise noted on the Network. We reserve the right to hold an order if we deem it necessary or for any other reason. Any delivery periods displayed on the Network are estimates only, based on the information provided by the delivery company. We are not responsible for delivery delays. We will deliver the Products to the place of delivery you specify when making your order.

If you need to change the delivery date or delivery address, please notify us immediately in writing. If you are unable to accept the new proposed delivery date, you may be charged a delivery fee for each additional attempt of delivery.

We may deliver the Products via a range of delivery methods. Some courier options require you to accept the delivery method with “no signature required”.

Title of the Products will remain with us until you have paid us the Price in full in accordance with these Terms. Until title passes, you must not do anything which seeks to create an encumbrance, lien, charge or other interest on or over the Products.

Risk of loss, damage or deterioration to any Products will pass to you once the Products are sent by us. Once risk in the Products passes, you will be solely responsible for the Products. We do not provide refunds if Products arrive warm, or the Products have been delayed and are exposed to warm temperatures. Some of the Products we stock are temperature sensitive and we send with a cold pack, however, this is for precautionary reasons only. If we send a temperature sensitive product without a cold pack, and its contents are heat damaged, this is not grounds for a refund or replacement to be sent.

We may from time to time offer promotional discount codes, which may be applicable to certain Products on our Network. To claim the discount, you must enter the promotional discount code at the time of submitting your order on our Network. The conditions of use relating to any promotional discount code will be specified on our Network at the time it is issued.

6. Consumer Law and Refunds

While the Product information and material contained on the Network is believed to be accurate and current, it is provided by us in good faith on an "as is" basis, and we and our directors, officers, employees, contractors and agents accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy or completeness of the information contained on the Network.

Any information or recommendation contained on the Network is general only and does not constitute medical, health wellness or nutritional advice. You acknowledge that it is not reasonable for you in the circumstances to have, and you are not relying on the information on the Network in deciding to purchase Products and will be relying on your own enquiries and advice in deciding whether the Products are right for you. We accept no responsibility and will not be liable for any harm, loss and/or damage that you or any third party may suffer, directly or indirectly, as a result of any advice, information or recommendation contained on the Network being inaccurate, incomplete, unsuitable or incorrect.

We provide no warranty as to, and to the extent permitted by law expressly disclaim any liability for harm, loss and/or damage that you or any third party may suffer, directly or indirectly, as a result of a Product listed on the Network being unsafe, unsuitable for you or them or unfit for your or their purposes and/or use, because of your or their particular circumstances or condition, and/or the Products not providing an expected therapeutic or otherwise desired or beneficial effect, improvement or enhancement in physical performance or appearance, even if you disclosed that purpose to us before purchasing the Product, as you acknowledge that you are not relying on our skill or judgement or the skill or judgement of the manufacturer of the Product in that regard.

Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of goods by us to you which cannot be excluded, restricted or modified (Statutory Rights). Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.

If you wish to seek repair, resupply, replacement or a refund for any Product purchases, please contact us and we will explain the requirements to you. This may include you providing proof of purchase and evidence of the faulty Product to us.

If you seek a refund under any circumstances, the request must be received in writing by us within 7 days of the order being placed on the site. Refunds will only be available of Products are returned to us in a resalable condition. We will not accept refunds for some Products and from some destinations, including temperature-sensitive goods, or if Products have left Australia. If you are entitled to a refund, we will only give you the refund once evidence of the faulty Product is received by us, or we have received the Products and inspected them and assessed whether they are eligible for a refund under these Terms. Any refund we make will be by the same payment method used to purchase the Products and will be processed through a third party payment gateway. We will not accept or return any goods that have been used, connected, installed, attempted to be connected or installed, or if your Products are custom-made or are special buy Products. You must adequately package any Products you are returning to us to ensure that it is not damaged during return delivery to us. If Products are sent back to us, we are not liable for damage to those Products in transit. If you damage a Product, then subsequently return the Product, you may be liable to pay to repair the Product to their original condition. In these circumstances, where a repair is not economically viable, no refund will be made.

We offer exchanges (subject to stock availability) or refunds of Products for change of mind where we determine (in our sole discretion):

You have provided the proof of purchase and you purchased the Product within 7 days of the request for an exchange or refund
The Products are in original saleable condition, not used, not worn, undamaged, not tampered with, unwashed and unaltered
The Products are in their original undamaged packaging with all product tags still intact
The Products are not sale items
A return and exchanges form is completed and a return authorisation number is issued to you

Change of mind exchanges or refunds are not allowed for gift vouchers and are at our sole discretion. We reserve the right to refuse an exchange or refund for a change of mind request if it does not comply with these Terms. We will provide a refund in the same form as your original payment. We do not cover the cost of delivery for a change of mind return and you must pay for the return postage delivery fee.

7. Patient Dealings with Practitioners via the Network

Practitioners have access to our software as a service which is a tool that provides certain features, such as a Product information and client management tools (SaaS), including but not limited to the Appointment Plugin, in exchange for paying us the applicable Fee.

We do not ourselves provide any medical or health service but merely provide the platform which enables Patients to access health services from Practitioners and use the Appointment Plugin.

The Practitioner is solely responsible for its provision of healthcare and managing its relationship with Patients. We are not a party to any dealings, arrangements, agreements or similar between the Practitioner and the User and the Practitioner must not purport to bind us in any way.

As the information appearing on the Network is provided to us Practitioners, we will have no liability in respect of any loss or damage arising from:

Practitioner Content which appears on the Network, including the manner in which the information is displayed or information which may be out of date or inaccurate or
duplication of Practitioner names where two or more Practitioners have the same name

We will determine, at our discretion, the method by which we confirm booking requests to Users recorded via the Network. Thereafter, all dealings and communication regarding appointments or any treatment arising therefrom will be between the User and the Practitioner and we are not responsible in any manner for any communication between the User and the Practitioner and have no liability in respect of such dealings whatsoever.

We are not an agent for any of the Practitioners listed on the Network and we have no responsibility for and no liability whatsoever in respect of the conduct of an appointment by the Practitioner, reviewing or fulfilment of any request for products or services, timing of an appointment or the recommendation of a Product, attendance at an appointment or quality of service provided by a Practitioner. Appointment availability and timeframes for responding to requests are provided to us by Practitioners, and we cannot ensure that Practitioners run to time, do not have conflicting appointments, and meet all timeframes for responding to requests. Patients agree to complete the booking form questions truthfully, and not omit information which is or may be relevant to their care. If your appointment is urgent, including if you have a medical emergency, you should confirm any appointments or prescription requests directly with the Practitioner, and if necessary seek urgent medical or hospital attention.

8. Feedback & Posting

From time to time, we may include new and/or updated pre-release features ("Sneak Preview" features) for your use and which permit you to provide feedback. You understand and agree that your use of Sneak Preview features is voluntary and we are not obligated to provide you with any Sneak Preview features. Furthermore, if you decide to use the Sneak Preview features you agree to abide by any rules or restrictions we may place on them.

We may allow you to post content on blogs and at various other publicly available locations on the Network. These forums may be hosted by us or by one of our third party service providers on our behalf. You agree in posting content to follow certain rules and that you are responsible for all content you submit to the Network. You agree that we may use your feedback, suggestions, or ideas in any way and you grant us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty-free license to use the feedback you provide to us in any way. Any material, information or testimonials submitted to us and posted on the Network will be considered as having been voluntarily submitted for use by us and as non-confidential and non-proprietary information and we are free to use such information on the Network and otherwise at our sole discretion, whether for commercial or non-commercial purposes and without liability or compensation to any person or entity.

You may not post or transmit any message which is libellous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.

You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorised copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.

You may not interfere with other users' use of the Network, including, without limitation, disrupting the normal flow of dialogue in an interactive area of the Network, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Network infrastructure or that negatively affects the availability of the Network service to others.

Except where expressly permitted, you may not post or transmit charity requests, petitions for signatures, franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements), club memberships, chain letters, or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas designated for such purpose.

You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Network is prohibited.

You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Network, other products or services, advertising or marketing materials.

9. Intellectual Property

All intellectual property rights and in all vital.ly know how, software, materials and methodologies used in providing or incorporated into the Services, the Appointment Plugin or the Network (collectively the "IPR"), including but not limited to text, drawings, photographs and page layout, are owned by vital.ly or used by us under licence.

Users:

must not to copy, alter, modify, reproduce, reverse-engineer, derive or develop any IPR or any part of them or attempt to do any of those things
grants us a licence to use, reproduce, publish, modify, translate, adapt and otherwise exploit Content for the purpose of providing the Services to themselves and to other Users
agree that we may place any Content about said User on any third party websites or infrastructure or supply to third parties any Content in order to offer the Network through a different website or through a partner organisation

10. Third Party Websites and Information

The Network may contain links to third party information. Such content and links are not owned, operated or maintained by us nor are they affiliated or associated with us in any way, unless indicated by us.

We are not responsible for the content of any third party information or User Content appearing on the Network or any third party sites linked to the Network. Such information, advertisements or links are purely for information purposes only and are not endorsements by us as to the quality, accuracy or completeness of the data, information or sites.

If you decide to access any of the third party websites advertised or linked, you do so entirely at your own risk and, as far as lawfully possible, we accept no liability or responsibility for the actions or omissions of Users or linked sites in relation to the content contained therein.

11. Limitation of Liability

While we take all reasonable care to include accurate and up-to-date information on the Network, the information provided should not be relied upon as being error free or accurate and we make no representation or warranty as to the timeliness, accuracy, suitability or completeness of any information, Content, materials and Products provided on or via the Network, nor do we accept any responsibility arising in any way for errors or omissions.

As far as lawfully possible, we accept no liability or responsibility for the actions or omissions of any User Content, Product information or in relation to the Services.

All information provided on the Network is general in nature and does not constitute medical or any other form of advice and is provided 'as is' without warranty of any kind, express or implied, to the fullest extent possible under law.

In no event will we be liable to any party for any direct, indirect, incidental or consequential damages or losses whatsoever arising from access to, reliance on, or use of or downloading of information from the Network, (or any associated or linked online service), including, without limitation, damages for loss of profits, business interruption, loss or information or damage to systems due to viruses or other harmful components.

We are not responsible for the deletion, failure to store, mis delivery, or untimely delivery of any material or User Content accessed through the Network or external sites and will not be liable for any damage or loss whatsoever resulting from any Users downloading or accessing any information, Content or material through the Network.

We do not accept any responsibility or liability whatsoever for any interruption or discontinuance of any or all functionality of the Network (including hypertext links to external sites if any) for any reason whatsoever.

We do not guarantee that files or programs executed and/or downloaded from the Network or provided via the Network are free from viruses and other unauthorised or malicious code or corruption that could damage or interfere with data, hardware or software and we are not liable for any such damage or interference which may be suffered in connection with use of the online services.

We do not guarantee the security of any information sent to the Network via the internet and such information is sent at the transmitter's own risk.

We do not endorse the Content appearing on the Network and have no liability in respect thereof.

Despite anything to the contrary, to the maximum extent permitted by law:

Our maximum aggregate liability arising from or in connection with these Terms (including the Products and/or Services the subject matter of these Terms) will be limited to, and must not exceed, the portion of the Price or Fees paid by you to us for the Products or Services the subject of the relevant claim and
We will not be liable to you for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise

Despite anything to the contrary, to the maximum extent permitted by law, we will have no liability, and you release and discharge us from all liability, arising from or in connection with any:

loss of, or damage to, the goods, or any injury or loss to any person
failure or delay in providing the Products or Services or
breach of these Terms or any law, where caused or contributed to by any
1. event or circumstance beyond our reasonable control or
2. act or omission of you or your personnel, and, in any event, any defect, error, omission or lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to Products or Services

We use third-party service providers to host and provide the Network, which may be branded as one of our own Services. We will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Practitioner’s Systems, caused by any such third-party service provider.

You agree that, to the maximum extent permitted by law, these Terms excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except for your Statutory Rights or to the extent such terms, conditions and warranties are fully expressed in these Terms including but not limited to:

we take no responsibility for, and will not be liable for the Network, the Products or the Services being unavailable or causing you or any third party who may use or consume the Products or Services to have an allergic reaction or experience any adverse reactions or ill-effects whatsoever (including but not limited to those requiring hospitalisation), or any other adverse consequences due to a condition which you are experiencing such as pregnancy or any other health condition or ailment, or due to incompatibility with any drugs or supplements which you may be taking, prescribed or otherwise
we keep Products in controlled conditions on our premises but we will take no responsibility for any damage or deterioration to Products occurring during delivery as a result of heat or any other circumstance beyond our reasonable control and
any delays, failure to deliver, or misdirected delivery of any alert, for any errors in the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert

You agree that any information contained in our Network or materials provided with our Products (collectively Materials) is provided to you as a guide only and is not an attempt to practice medicine or provide medical advice. Such Materials and our Products are not to be used or relied on for any diagnostic or treatment purposes and are not intended to diagnose, treat, cure or prevent any disease. We are not responsible for any health problems that may result for your use of our Products or the Services and Materials. Use of our Network and Materials does not establish a doctor-patient relationship. The Materials, our Network and our Products should not be used as a substitute for professional diagnosis and/or treatment. Any health information in our Network or Materials is provided for your convenience only. The Network and Materials we make available are not intended to be relied upon and they are not a substitute for professional medical advice based on your personal circumstances. You are solely responsible for determining the suitability of our Products. Your reliance on any Materials or other information that is provided to you through our Network or with our Products is at your own risk. We accept no liability for any result, direct or indirect, of you using a Product. If any symptoms or side effects occur you should stop using the Product immediately and consult your doctor or medical professional.

12. Changes to the Network and the Services

We reserve the right to revise, change, modify or delete the content of any part of the Network, including any Product or the Services available through the Network, at any time in our sole discretion and without prior written notice.

We reserve the right to terminate or restrict access to the Network or modify, suspend or cancel any of the Products or Services provided via the Network at any time without notice.

We may make such changes to our Product offerings, the Services, the Network, the Appointment Plugin, our internal processes and the interface of the Services from time to time as we consider appropriate in our sole discretion. Where we makes such changes which we reasonably believe may be detrimental to the Practitioner, we will provide the Practitioner with at least 30 days prior notice of the change, and if the Practitioner does not wish to continue to use the Services, then it may terminate this Agreement in accordance with clause 14.

13. Fees, Prices, Payments and Refunds

Payment options for Fees and Prices are displayed on the Network. Users agree to pay all charges in accordance with these Terms in effect at the time a charge is due and payable.

All charges associated with Practitioner appointments are pre-paid on the credit card provided by a Patient and Patients agree that we are authorised to immediately process the payment through a third party payment gateway at the time a booking is completed.

All Users irrevocably authorise us to release Patient payments for appointments booked through the Appointment Plug in, less our Fees as agreed with the Practitioner, to the Practitioner .

Whether a Patient is entitled to any refund for a consultation, will be determined by the Practitioner you booked the appointment with. Refunds, if applicable, will only be made using the online payment gateway to the card originally used for payment, less any fees or charges we may incur.

Payment processing services are provided by Stripe Payments Australia Pty Ltd ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these terms you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.

As a condition of us enabling payment processing services through Stripe, Practitioners agrees to provide us with accurate and complete information about it and its business, and the Practitioner authorises us to share with Stripe that information and transaction information related to the Practitioner's use of the payment processing services provided by Stripe. For more information regarding Stripe's use of data, please review Stripe's Privacy Policy.

The Stripe Connected Account Agreement is between Stripe and the Practitioner, and we shall not have any liability or responsibility for any breach of the Stripe Connected Account Agreement, or any losses, damages, expenses or costs incurred by the Practitioner in connection with such agreement.

The Practitioner is financially liable for disputes, chargebacks, refunds, and any fines that arise from the Practitioner's use of the payment processing services. The Practitioner agrees that we may recover any amounts we incur in respect of disputes, chargebacks, refunds and any associated fines and for which the Practitioner is liable, from the Practitioner. The Practitioner will pay us the full amount of these amounts upon demand.

The expressions "Connected Account", "disputes", "chargebacks" and "refunds" as defined in the Stripe Services Agreement and used in this Agreement have the same meaning as set out in the Stripe Services Agreement.

Unless otherwise agreed in writing with us, we will collect the fee configured by the Practitioner from Users and remit such fee, less the amount of the associated Fee, to the Practitioner. If a User fails to pay the fee configured by the Practitioner, we will not be responsible or liable for recovering that fee on behalf of the Practitioner. We are not responsible for a Patient or the third party payment gateway failing to comply with their contract with us or failing to pay any amount due or disputing the release of any payments to Practitioners or refunds to Patients and you will not be entitled to any compensation from us.

If any payment is not made by the due date we may:

suspend the Services and the Practitioner’s use of the Appointment Plugin or its Account
charge interest at the rate of 5% per annum above the cash rate target published by the RBA from time to time, or the maximum rate permitted by law, whichever is lower, calculated daily on all amounts not paid to us from the due date until the date of payment in full
recover from the Practitioner any reasonable costs which we incur in recovering any outstanding amounts from the Practitioner including but not limited to debt collection, commission, solicitor's fees and any out of pocket expenses and/or
cancel any discount, special pricing, promotional offers, priority ranking or similar benefits offered to the Practitioner by us. If the Services are suspended for non-payment, we may charge a re-activation fee to reinstate the Services

All Fees stated are exclusive of GST and other applicable taxes, which must be paid by the Practitioner.

Certain optional Services such as SMS notification and reminder services may require the Practitioner to pay additional fees and/or purchase SMS credits in advance. The terms of any such additional services, and the payments for them, will be agreed separately in writing with us.

14. Term and Termination

These Terms apply upon subscription by a User for an account.

We reserve the right to refuse supply of Products or Services, terminate or close your account, terminate these Terms, and remove or edit content on the Network at our sole discretion, without incurring any liability to you.

A Practitioner may terminate their provision of Services via the Network by providing is with at least 30 days notice. Notices of termination can only be accepted in writing from the Practitioner whose credit card authority was used to authorise payment of Fees to us. Practitioners will not be refunded any part of the Fee for any unused portion of the Plan billing cycle in which you terminate.

A Patient may terminate a Patient account at any time by unsubscribing and/or contacting us to request we close your account. On receipt of your message during business hours, within 72 business hours, your account will be closed and your ability to log in deactivated immediately.

Upon termination we will:

immediately stop performing the Services
immediately stop placing orders for Products or Services required in connection with the performance of the Services.

Upon termination you will immediately:

cease and desist from any use of the Services;
pay all Fees due and owing to us.

The expiry or termination of your account for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of your account or these Terms.

15. Privacy

In providing any personal information to vital.ly via the Network, you agree to us handling that personal information as described in our Privacy Policy on the Website.

The use of the Network by the Practitioner is subject to the Practitioner complying with and being bound by our Privacy Policy. Where a Practitioner is using the Services to collect (or initiate the collection of) personal or health information from a Patient, the Practitioner warrants that it has obtained express or implied consent from that Patient to collect the information.

16. Push Notifications, Online and Mobile Alerts

You consent to us sending you push notifications through our mobile app. With your consent, we may send push notifications or alerts to your mobile device even when you are not logged in. Alerts sent via push notification will be sent to any device on which you have installed and registered our mobile app with notifications enabled. Alerts could be seen by others (including unauthorised persons) who use or access your device. We use push notifications to send you notifications related to the Services. You can manage your push notification preferences or deactivate these notifications at any time by turning off the notifications through the applicable settings on your device.

Automatic alerts may be sent to you following certain changes made to your Account, such as a change in your registration information. Voluntary account alerts are turned on by default. They may then be customised, deactivated or reactivated by you. These alerts allow you to choose alert messages for your account. We may add new alerts from time to time, or cease to provide certain alerts at any time upon our sole discretion. Each alert may have different options available, and you may be asked to select from among these options upon activation of your alerts service. We offer no guarantees that alerts will be received by you, or that our service works on your specific device.

Electronic alerts will be sent to the email address, mobile phone, including via the app, you have provided for us. If your email address or your mobile device's email address changes, you are responsible for informing us of that change. Changes to your email address or mobile number will apply to all of your alerts.

Alerts may include your account login details and some information about your Account. Anyone with access to your email will be able to view the content of these alerts.

17. Disputes

A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting with a senior representative of the other party to seek (in good faith) to resolve the Dispute (unless that Party is seeking urgent interlocutory relief, or the Dispute relates to compliance with this clause). If the relevant Parties are unable to resolve the Dispute with 15 Business Days, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC), with such mediation to be conducted:

In good faith;
In New South Wales; and
In accordance with the ACDC Mediation Guidelines

The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.

If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to litigation.

18. General

If any of these Terms are held to be invalid, unenforceable or illegal for any reason, the remaining Terms will continue to apply.

Each User warrants and represents that it has not relied on any term, undertaking, inducement or representation made by, or on behalf of, us which has not been expressly stated in these Terms.

Nothing in these Terms is to be construed as creating a partnership between us and a Practitioner nor to constitute either party as the agent of the other.

Except as otherwise agreed in writing these Terms form the entire agreement between Users and us and supersedes any prior agreement covering the same subject matter and any prior written or oral representations.

Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.

If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

If performance of these Terms or any obligation under these Terms is prevented, restricted or interfered with by reasons of Force Majeure and we are unable to carry out our obligations we will give you prompt written notice of such event, then our obligations shall be suspended to the extent necessary by such event. We will use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on our performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.

19. Applicable Laws

These Terms are governed by the laws of the State of New South Wales.

The content on or accessible through the Network is for informational purposes only and does not constitute medical advice. You should always talk to a qualified medical professional about any questions you may have about a medical condition. If you think you have a medical emergency, you should call your doctor or the emergency services immediately. Any decisions you make affecting your health should always be made in consultation with a doctor, and not on the basis of the content on or accessible through the Network.

20. Contact us

For any questions, please contact us at:

Email: info@vital.ly

Last update: 11/04/2023