Visitbase Terms and Conditions

These terms and conditions cover the use of the Visitbase Software (“Visitbase”).  Visitbase is software developed and owned by Stephen Sexton t/a NHG Solutions (ABN 29 281 738 691) (“NHG”, “we”, “us”, “our”).  You accept these Terms and conditions (“Terms”) by purchasing Visitbase, or by continuing to use Visitbase after being notified of a change to these Terms.

Your Privacy

1. Your Privacy.  Your privacy and the privacy of your clients is important to us.  Please read the Visitbase Privacy Statement (“Privacy Statement”) as it describes how personal information is dealt with by NHG.  By agreeing to these Terms, you also consent to the collection, use and disclosure of personal information as described in the Privacy Statement.

Your Content

2. Your Content.  Visitbase allows you to store your records and client information (“Your Content”).  We don’t claim ownership of Your Content.  Your Content remains yours and you are responsible for it.

(a) To the extent necessary to provide Visitbase to you, to protect you and Visitbase, and to improve Visitbase, you grant NHG a royalty-free intellectual property licence to use Your Content, for example to view in order to troubleshoot problems, make copies of Your Content to facilitate back-ups and retain Your Content on Visitbase. We don’t otherwise use Your Content for any other purpose.

Prohibited Use

3. Prohibited Use.

(a) By agreeing to these terms, you’re agreeing that when you use Visitbase you will not engage in the following conduct:

(i)  copy any part of Visitbase except as is necessary to use one copy or to create backups; 

(ii)  modify, enhance, adapt, translate or create derivative works based on the whole or any part of Visitbase;

(iii)  distribute, disclose, sublicense, rent, lease, sell, or otherwise grant or transfer any interest in any part of Visitbase to any person,unless with the prior written consent of NHG;

(iv)  decompile, disassemble or reverse engineer the whole or any part of Visitbase except to the extent expressly permitted by applicable law or these Terms; or

(v)  remove, deface or obscure any identification, trademarks, proprietary or copyright notices on any part of Visitbase.

(b) Enforcement.  If you violate these Terms, we may, in our sole discretion, stop providing Visitbase to you.  When investigating an alleged breach of these Terms NHG reserves the right to review Your Content to resolve the issue, and you hereby authorise such review.

Using Visitbase & Support

4. Using Visitbase

(a) All users are bound.  You must ensure that all users of Visitbase comply with these Terms. You are responsible for all acts (including omissions) of all persons who access Visitbase through your account, and a breach of these Terms of a person who uses Visitbase through your account will be a breach of these Terms attributable to you.

(b) Suitability.  We make no representations as to the suitability of Visitbase to you.  You agree that you have undertaken your own investigations of the suitability of Visitbase prior to your purchase. 

(c) Tailoring settings.  You are responsible for making changes to settings and preferences within Visitbase to suit your needs. 

(d) Backups.  You are responsible for making regular back-ups of Your Content and to have risk management strategies, and data recovery processes in place if there is a failure within Visitbase.

(e) Equipment and software.  Unless provided for in these Terms, you are responsible for acquiring any equipment and software necessary to use Visitbase in accordance with these Terms. 

(f) Operating Systems.  Visitbase is only supported by certain operating systems.  It is your responsibility to ensure that you have supported operating systems at all times.  Visitbase is supported by certain versions of the following operating systems:

(i) Windows for desktop or laptops;

(ii) Macintosh for desktop or laptops; 

(iii) iPad using iOS; 

(iv) iPhone using iOS.

The versions supported by Visitbase are subject to change.  You should contact us prior to making your purchase to ensure that Visitbase can be supported by your current operating system.

(g) Training.  It is your responsibility to ensure that all users of Visitbase are adequately trained to use Visitbase.

5. Support.  Support is only available for the duration of your subscription.  If you have not paid the subscription fee for the period, support will not be available until your outstanding subscription fees are paid in full.

(a) Knowledge Support.  NHG will provide you with access to a support knowledge base in the form of video demonstrations and instructions.

(b) Remote Support.  NHG provides remote support for Visitbase in accordance with this clause.

(i) You must provide sufficient information and supporting documentation as reasonably required by NHG to respond to requests for support (“Support Request”). 

(ii) On the condition that NHG has sufficient information about the issue, NHG will use its reasonable endeavours to deal with your Support Request. 

(iii) Support is only available week days between 9.00am and 6.00pm AEST, excluding Victorian public holidays.  

(iv) Support is provided by telephone, e-mail or communication applications at the discretion of NHG.

(c)  Exclusions.  The following are excluded from NHG’s Remote Support Service:

(i) Improper use of Visitbase, including a breach of these Terms; 

(ii) Requests for modification of Visitbase to suit individual needs; 

(iii) Issues arising from your failure to update Visitbase in accordance with NHG’s recommendations; 

(iv) Issues arising from the interaction between Visitbase and third-party devices or software; 

(v) Issues arising from a change in location by you; 

(vi) Issues, that in our view are caused by the failure of third party hardware, software or telecommunications equipment; 

(vii) Issues arising out of third party intervention outside of the control of either party including but not limited to extreme weather, power outages, natural disasters.

(viii) Issues arising from your use of non-supported operating systems.

(d) Cloud Hosting.  NHG offers cloud-hosting as an additional service.  See (19) below for more information.

Third-party Platform

6. Filemaker.  Visitbase is hosted on a third-party platform called Filemaker, which is independent from NHG. Filemaker allows NHG to provide Visitbase to you in combination with FileMaker software. When you purchase Visitbase you also agree to comply with Filemaker’s terms which are available here: https://www.filemaker.com/company/legal/docs/eula/fmpa_eula_wwe.pdf

(a) If Filemaker undertakes an upgrade of its service, which is not provided for free you will have to pay the cost of the Filemaker upgrade separately to these Terms.  

(b) Filemaker has no obligation to provide you with any technical support in relation to Visitbase and all questions about Visitbase should be directed to us.

Service availability

7.  Service availability. Visitbase, Filemaker, or Amazon Web Services (our cloud-hosting provider) may be unavailable from time to time and accessibility may vary depending on your location or device or internet connection.  We strive to keep Visitbase up and running; however, all online services suffer occasional disruptions and outages and NHG is not liable for any disruption or loss you may suffer as a result.  In the event of a Visitbase, Filemaker or Amazon Web Services outage, you may not be able to retrieve Your Content that you’ve stored.  If you have not engaged NHG to provide cloud-hosting services, we recommend that you regularly backup Your Content that you store on Visitbase.

Updates to Visitbase and Changes to these Terms

8. Updates to Visitbase

(a)  You can use the ‘Check Updates’ link in Visitbase to ensure that you are using the most up to date version of Visitbase.  

(b)  NHG will notify you if there is a significant update to Visitbase.  In some cases, additional costs may apply to the updated version. We recommend that in such cases, you purchase the updated version of Visitbase so that you receive the most current version.  At times you may be required to update Visitbase to continue using it.  

(c)  Updates are subject to these Terms unless other terms are provided with the update, in which case those other terms apply. 

(d)  Updates will be provided upon receipt of your payment of any additional subscription fee that applies to the update.

(e)  NHG is not obligated to make any updates available and doesn’t guarantee that we will continue to support the version of Visitbase that you purchased.  Updates may not be compatible with software or services provided by third parties.  

(f)  Additionally, there may be times when we need to remove or change features or functionality of Visitbase.  We may release updates or new features in a preview or beta version, which may not work correctly or in the same way the final version may work. 

(g)  It is your responsibility to understand whether the update is suitable to you, prior to making your purchase.  We do not guarantee that updated versions will suit individual client needs.

9. Changes to these Terms.  We may change these Terms at any time and we will tell you when we do.  Your continued use of Visitbase after the changes come into effect means you agree to the new terms.  If you do not agree to the new terms you must stop using Visitbase and cancel your subscription.

Software licence

10.  Software licence. Visitbase is provided to you subject to these Terms. 

(a)  If you comply with these Terms, NHG grants you the right to install and use one copy of Visitbase, on a non-exclusive, revocable licence for keeping records relating to your health/medical practice business carried on by you (“Permitted Use”).

(b)  The licence cannot be sublicensed. 

(c)  The licence can be transferred with the prior consent of NHG.

(d)  Visitbase, is licensed, not sold, and NHG reserves all rights to Visitbase not expressly granted by us, whether by implication, estoppel or otherwise.  

(e)  Filemaker is licensed, not sold, and NHG has the right to sub-license Filemaker to you.  If you comply with these Terms, NHG grants you the right to use Filemaker on a non-exclusive revocable sub-licence for the purpose of using Visitbase.  This sub-licence cannot be on-licensed.  It can be transferred with the prior consent of NHG.  Filemaker is sub-licensed, not sold, and NHG reserves all rights as licensor of Filemaker not expressly granted to you in these Terms.

(f)  These licenses do not give you any right to, and you may not:

(i)  circumvent or bypass any technological protection measures in or relating to Visitbase or Filemaker; 

(ii)  disassemble, decompile, decrypt, hack, emulate, exploit or reverse engineer Visitbase, Filemaker or any aspect of them; 

(iii)  publish, copy, rent, lease, sell export, import, distribute or lend Visitbase unless we give you permission to do so; 

(iv)  transfer Visitbase without first obtaining our prior consent; 

(v)  use Visitbase in any unauthorised way; 

(vi)  enable unauthorised third parties to access Visitbase or Filemaker.

Payment Terms

11.  Fees.  You agree to pay all fees associated with your use of Visitbase at the price specified by NHG.  The fees are exclusive of taxes unless specified.

12.  Unpaid Fees. We may suspend or cancel your subscription to Visitbase if we do not receive full payment on time from you. Suspension or cancellation of your access to Visitbase could result in a loss of access to Your Content.  

13.  Recurring Payments. When you purchase Visitbase on a subscription basis, you agree that you are authorising recurring payments, and payments will be made to NHG by the method and at the recurring intervals that you have agreed to, until the subscription is terminated by you or NHG. We use a third party payment provider, and you should review the terms of use of our payment provider before making your payment.  

14.  Automatic renewal. Your subscription will renew automatically unless cancelled by you, and these Terms will continue to apply to the renewed subscription.

15.  No right to set-off.  You have no right to set-off the fees owing to NHG under these Terms with any amounts that you claim are owed, or are owed, by NHG to you.

Warranties

16.  Warranties.  NHG makes no warranties, express or implied, guarantees or conditions with respect to Visitbase other than those provided in the Competition and Consumer Act 2010.  You understand that your use of Visitbase is at your own risk and we provide Visitbase on an ‘as is’ basis, meaning ‘with all faults available’ and ‘as available’.  You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur.  We do not guarantee that Visitbase will be uninterrupted, timely, secure or error-free or that content loss will not occur.  Nor do we guarantee any connection to or transmission from computer networks.  Visitbase is provided to you with the guarantees that cannot be excluded under the Australian Consumer Law.  You are entitled to a replacement or refund for a major failure and compensation for any reasonably foreseeable loss or damage.  You are also entitled to have Visitbase repaired or replaced if Visitbase fails to be of acceptable quality and the failure does not amount to a major failure.

Limitation of Liability

17.  Limitation of liability. To the extent permitted by law, you cannot recover (i) consequential losses or damages; (ii) loss of actual or anticipated profits (direct or indirect); (iii) loss of actual or anticipated income (direct or indirect); (iv) loss of business or other losses or damages arising from your use of Visitbase.  To the extent permitted by law, you agree that your exclusive remedy is to recover the cost of the subscription fees paid to NHG for the month (or part thereof) during which the loss or breach occurred.

Additional Services

18.  Additional Services. NHG may agree in writing with you to provide additional services.  If so, additional services are incorporated into these Terms, unless specific terms are provided for the additional services, in which case those terms apply. You agree to pay the price stated by NHG in accordance with the payment terms stated by NHG for the additional services.  

19.  Cloud Hosting. NHG offers cloud-hosting as an Additional Service.  This allows customers to store data on a server managed by NHG, through Amazon Web Services. The Filemaker software is installed on your devices, however the data is stored off-site in the Amazon data centre. The customer’s data is then stored as a back-up on the cloud-based server.  Visitbase still works the same, however with NHG managing the cloud hosting, NHG has direct access to your data which allows us to login directly to your database to provide support.  The data is stored on a service provided by Amazon, not NHG and NHG is not responsible for issues arising from Amazon’s service and NHG provides no guarantees about Amazon’s cloud hosting service.

General

20.  Applicable Law. These Terms are governed by the laws of Victoria, Australia, and you submit to the jurisdiction of the Victorian Courts and Tribunals for all matters arising in connection with these Terms.

21.  Severability.  If any clause, or part of a clause in these Terms is invalid under any applicable law, the clause or part of the clause will be deleted from these Terms and the remaining clauses will remain in full force and effect.