1. Introduction

Welcome to Click SOS. Our duress button software is tailored for the medical industry to enhance staff safety, including doctors, nurses, receptionists, and administrative personnel. By using our service, you agree to the following terms and conditions.

2. Definitions

Application: The Click SOS software, including any updates or supplements.

User: Any authorised individual using the Click SOS software.

Subscription Plan: The payment plan outlining the services and limitations for using Click SOS.

Confidential Information: Any proprietary or confidential information related to the use of Click SOS.

Personal Data: Any data that relates to an identified or identifiable individual.

3. Usage Guidelines

Activation: In an emergency, staff can activate the alarm by double-clicking the button on their desktop.

Verification: Ensure proper double-clicking to effectively trigger the alarm.

Maintenance: Regularly check the software to confirm it is functioning correctly.

4. Data Protection

Compliance: We comply with the Australian Privacy Principles (APPs) and other relevant data protection laws.

Privacy: Your personal data is processed in compliance with Australian data protection regulations and handled securely.

5. Confidentiality

Information Handling: All information related to the use of Click SOS is confidential and must be protected.

Non-Disclosure: Users are obligated to maintain the confidentiality of any proprietary information.

6. Support and Maintenance

Support Tickets: Users can submit support tickets for any issues. Response times may vary based on the issue's complexity.

Updates: Click SOS will periodically update the software. Users will be notified of significant changes.

7. Fees and Subscription

Subscription Plan: Fees are determined based on the selected Subscription Plan. Ensure timely payment to maintain access to the software.

Additional Costs: Any additional services or upgrades may incur extra charges.

8. Termination

Non-Compliance: Failure to adhere to these terms may result in termination of access to Click SOS.

Notice: Users will be notified of any termination and given the opportunity to rectify any issues.

9. Security Measures

Cybersecurity: Users must adhere to heightened cybersecurity requirements to protect network and information systems.

Physical Security: Implement physical security measures to safeguard access to the software.

10. Intellectual Property Rights

Intellectual Property: This encompasses patents, utility models, rights to inventions, copyrights and related rights, trademarks and service marks, trade names, domain names, rights in trade dress, goodwill, rights to pursue legal action for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to protect the confidentiality of information (including know-how and trade secrets), and any other intellectual property rights. It includes all applications for registration, grants, renewals or extensions of these rights, as well as the rights to claim priority from them. This also covers any similar or equivalent rights or forms of protection existing now or in the future, in any jurisdiction worldwide.

11. Hosting Services

Hosting Services: The infrastructure and services required for the operation and accessibility of Click SOS, including but not limited to server hosting, cloud services, and network maintenance. The third party providing the Hosting Services is Amazon Web Services as at the Application Commencement Date or such other hosting provider engaged for the hosting of Application in the future.

12. Click SOS Disclaimers

12.1 General Disclaimers

12.1.1 Click SOS does not warrant that the use of the Application will be uninterrupted or error-free, or that the Application will meet any Heightened Cybersecurity Requirements.

12.1.2 The Application is provided on an “as is” basis, and Click SOS expressly disclaims all warranties, whether express, implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.1.3 You acknowledge and agree that the selection of the Services to achieve your intended results is your responsibility. Click SOS does not warrant that the Services have been developed to meet your individual requirements.

12.2 Limitation of Liability

12.2.1 Click SOS shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet. You acknowledge that the Services may be subject to limitations, delays, and other problems inherent in the use of such communication facilities.

12.2.2 Click SOS shall not be restricted from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products, and/or services which are similar to the Services.

12.3 Safety and Reliability

12.3.1 The Services are designed to minimize risk to your Authorised Users. However, Click SOS does not guarantee, warranty, represent, or assure that the Services will always work correctly or guarantee the safety of your Authorised Users.

12.4 Exclusion of Other Terms

12.4.1 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Contract or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

12.4.2 Click SOS reserves the right to amend the specification of the Services at any time.

13. Indemnity

13.1 You agree to indemnify Click SOS against all losses (including but not limited to all direct, indirect and consequential losses), liabilities, costs, damages and expenses that Click SOS incurs or suffers, and all claims or proceedings made or brought or threatened against Click SOS by any person, arising out of or in connection with your use of the Services.

13.2 Click SOS will be under an obligation to mitigate, or procure the mitigation of, any of the losses, liabilities, costs, damages and expenses to which the indemnity in clause 13.1 applies.

14. Limitation of Liability

14.1 Click SOS shall not be liable to you whether in contract, tort (including negligence), for breach of statutory duty or otherwise arising under or in connection with the Contract for:

• 14.1.1 loss of anticipated savings;
• 14.1.2 loss of profits;
• 14.1.3 loss of sales or business;
• 14.1.4 loss of agreements or contracts;
• 14.1.5 loss of business opportunity;
• 14.1.6 loss or damage to goodwill;
• 14.1.7 loss or corruption of data, software or information; and/or
• 14.1.8 any indirect or consequential loss.

14.2 Except as expressly stated in clause 14.4, the total liability of Click SOS, whether in contract, tort (including negligence) or otherwise and whether in connection with the Contract or any collateral contract, shall in no circumstances exceed a sum equal to the amounts paid or payable by you under the Contract.

14.3 The exclusions in clause 14.1 shall apply to the fullest extent permissible at law, but Click SOS does not limit or exclude liability for:

• 14.3.1 death or personal injury caused by the negligence of Click SOS, its officers, employees, contractors or agents;
• 14.3.2 fraud or fraudulent misrepresentation; or
• 14.3.3 any other liability which cannot be limited or excluded by applicable law.

14.4 Notwithstanding any other provision in the Contract, Click SOS’s total liability to you for any claims arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by you to Click SOS under the Contract in the 12-month period immediately preceding the event giving rise to the claim.

15. License Grant

Customers are granted a non-exclusive, non-transferable, and revocable license to use the Click SOS software under the terms of this agreement. This license is specific to the purchasing organization or individual and cannot be sold, assigned or otherwise transferred to any third party without prior written consent from Click SOS Pty Ltd.

16. Prohibited Actions

Customers may not sublicense, resell, lease or distribute the software or any part of the service. Any attempt to transfer ownership, whether by sale, merger or other means, without explicit consent, will render the license null and void.

17. Termination of Access Upon Breach

If the ownership transfer clause is violated, Click SOS Pty Ltd reserves the right to immediately terminate access to the software and pursue legal remedies as deemed necessary.

18. Customer Responsibilities

Customers must ensure that their staff, contractors or third parties comply with these terms and understand that ownership rights remain exclusively with Click SOS Pty Ltd.

19. Termination

19.1 Either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• 19.1.1 the other party fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
• 19.1.2 the other party commits a material breach of any other term of these Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• 19.1.3 the other party takes any step or action in connection with it entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• 19.1.4 the other party takes any step or action in connection with it applying to court for, or, obtaining a moratorium under Part A1 of the Insolvency Act 1986;
• 19.1.5 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• 19.1.6 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract have been placed in jeopardy.

19.2 Without affecting any other right or remedy available to it, Click SOS may terminate the Contract on giving you not less than 14 days’ written notice.

19.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

19.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

19.5 On termination for any reason:

• 19.5.1 all rights granted to you and the Authorised Users under the Contract shall cease;
• 19.5.2 Click SOS will deactivate your Subscription Plan and you and the Authorised Users will not be able to use or run the Application on Your System;
• 19.5.3 you shall cease all activities authorised by the Contract;
• 19.5.4 you shall immediately pay to Click SOS any sums due to Click SOS under the Contract; and
• 19.5.5 you shall immediately destroy all copies of the Application then in your possession, custody or control and certify to Click SOS that you have done so.