Terms and conditions
Effective date: 6th May 2025
These Terms and Conditions (Terms or Agreement) apply to the Products and Services of Cubiko. By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time you submit your Ordering Form or by accessing or using the Products and Services, you acknowledge you have read, have understood and confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you must refrain from accessing or using the Products and Services.
These Terms form a legally binding agreement between the Customer (and references to “you”, “your”, are references to the Customer). and Cubiko (and references to “we”, “us”, “our” are references to Cubiko). This Agreement commences upon your access or use of the Products and Services and continues until the end of the Subscription Term unless terminated earlier in accordance with the terms of this Agreement.
Definitions
In these terms:
“Cubiko” means Cubiko entity that owns or operates the Products and Services that the Customer uses or accesses, being in respect of the Cubiko product, Cubiko Pty Ltd, and in respect of the Calculate product, Calculate Holdings Pty Ltd.
“Customer” means the entity on behalf of which these Terms are accepted or, if that does not apply, the individual accepting these Terms.
“Fee” means the fee payable for the Products and Services as detailed in the Ordering Form.
“IP Rights” is an abbreviation for “intellectual property rights” and includes copyright, patent rights, brand and trademark rights, rights associated with databases, rights associated with trade secrets and confidential information, and the right to exploit, register or enforce any of those rights anywhere in the world.
“Ordering Form” means Cubiko’s applicable ordering documentation or other purchase flow referencing this Agreement.
“Personal Information” has the meaning given in the Privacy Act 1988 (Cth).
“Privacy Policy” means the policy that is available at https://www.cubiko.com.au/privacy-policy.
“Products and Services” means the various products and/or services offered by Cubiko from time to time to support your business operations and decision-making.
“Service Level Commitment” means the service level agreement.
“Subscription Term” means the period stated in the Ordering Form, including any minimum term and renewed term.
“Users” means those individuals authorised by you to use the Products and Services.
“Your Data” means all data and information of any kind that we are provided accesses to by you in the course of providing the Products and Services, whether or not confidential and including data and information that is:
(a) confidential information and personal information of you, your personnel and your patients;
(b) stored in, processed by or retrievable from your systems; or
(c) otherwise made available to us by you in connection with this Agreement.
1. Access
Your access and use of the Products and Services is governed by these Terms. We may at our sole discretion change, add, or delete portions of these Terms at any time either by publication on our website at https://cubiko.com.au/terms-and-conditons/ or by notification to you.
2. Free Services
2.1 We may offer one or more of the Products and Services to you at no charge (“Free Services”) for a period of time.
2.2 Subject to clause 2.4, the parties acknowledge that the terms and conditions of this Agreement fully apply to the parties and any Free Services.
2.3 We may modify or terminate your right to use the Free Services at any time and for any reason in our sole discretion, without liability to you.
2.4 To the maximum extent permitted by law, we disclaim all obligations or liabilities with respect to the Free Services, including any support, warranty and indemnity obligations. Without limitation, support will be provided on an email basis only as and when available.
2.5 If you switch to a paid for subscription or wish to acquire other Products and Services the terms of this Agreement will continue to apply.
3. Products and Services
3.1 For the duration of the Subscription Term and while the Fees are paid as per this Agreement, you have the non-exclusive, worldwide limited right to use the Products and Services solely for your internal business operations and subject to the terms of this Agreement.
3.2 We reserve, at our sole discretion, the right to make any changes from time to time to any of the Products and Services, including any changes to functionality of any of the Products and Services or services provided in conjunction with the Products and Services, as considered by us necessary or desirable.
3.3 You may only use the Products and Services for the internal business purposes of the business location you have notified to us and from which your licence count is derived. You must not use the Products and Services for any other purpose, or on-provide or re-sell any of them. You must not attempt to circumvent any security mechanism or control present in the Services. You must not reverse engineer the Products and Services. You must not create any product or service based on the Products and Services.
3.4 You must use the Products and Services lawfully. You must not permit to be uploaded to us material that is unlawful to possess or transmit, is defamatory, infringes anyone’s IP Rights or interferes with anyone’s privacy.
4. Availability and Maintenance
4.1 We will use commercially reasonable efforts to make the Products and Services available in accordance with our Service Level Commitment.
4.2 We may perform scheduled maintenance on the Services from time to time. In addition, we may in our sole discretion need to perform emergency or unscheduled maintenance. These maintenance activities may cause interruptions to access to the Products and Services. We will use reasonable efforts to inform you in advance of any such maintenance.
4.3 We:
(a) do not guarantee the uptime of the Products and Services;
(b) will not be liable for any damages caused by your inability to access the Products and Services as a result of network or server downtime, transmission problems or otherwise.
5. Information provided by you
5.1 You will permit us access to and use of your systems (including any medical practice management software, accounting software and any other software, service, used by you in connection with the Products and Services) to the extent required for us to perform our obligations under this Agreement. We must only access and use your systems as necessary to perform its obligations under this Agreement and for no other purpose.
5.2 You consent to our collection, disclosure, use and keeping of personal information that you provide to us in accordance with the terms of our Privacy Policy.
5.3 You shall be solely responsible for the accuracy of any information that you submit to us in the course of using the Products and Services.
5.4 We rely on the quality of Your Data provided for input to the Products and Services. You acknowledge that the nature of the Products and Services and its outputs relies on the quality and accuracy of Your Data. As a result, we do not warrant that the Products and Services and any output produced by the Products and Services, including any data, results or forecasts will be suitable for the purpose intended by you.
5.5 During the Subscription Term, you grant us a licence to access, transfer, store, reproduce, analyse and communicate Your Data, but only for the purpose of providing the Products and Services to you.
5.6 When you use the Products and Services, we may create anonymised statistical data from Your Data and usage of our services, including through aggregation. Once anonymised, we own and may use such data for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify trends and undertake benchmarking which may be shared with third parties. We have rigorous controls in place to ensure Your Data is anonymised and aggregated before we analyse it for benchmarking and statistical purposes. You may opt-out of this if you have a paid for subscription of the Services by giving written notice to us.
5.7 The parties agree that nothing in this Agreement transfers ownership in any IP Rights of a party. For clarity, as between the parties:
(a) You will own all IP Rights in and to Your Data; and
(b) We will own all IP Rights in the Services and to any materials provided by us as part of the Products and Services under this Agreement (excluding third party software and materials), as well as any modifications or improvements to such materials and any anonymised statistical data referred to in clause 5.6.
6. Information provided by us
6.1 We own the IP Rights in the Cubiko name and brand, the Cubiko website, and in the software and systems we use to provide the Products and Services.
6.2 We do not warrant or represent the accuracy, completeness, currency or suitability of any information available made through the Products or Services. You are responsible for the use of any information available through the Products or Services.
6.3 If our use of IP Rights received from you or Your Data results in us being subject to a claim for infringement of any IP Right of a third party or a claim by a third party, you agree to indemnify us against any claims, demands, damages, costs and expenses made against or suffered by us as a result of any such claim or action.
6.4 If your use of the Products and Services results in you being subject to a claim for infringement of any IP Right of a third party, we agree to indemnify you against any claims, demands, damages, costs and expenses made against or suffered by you as a result of any such claim or action.
6.5 Each party’s liability to indemnify the other party under clause 6.3 and 6.4 will be reduced proportionally to the extent that any negligent act or omission of the indemnified party contributed to the loss.
7. Responsibility of Users
7.1 You are responsible for:
(a) each of your User’s compliance with this Agreement;
(b) identifying and authenticating all Users, for approving access by such Users to the Products and Services, for controlling against unauthorised access by Users, and for maintaining the confidentiality of usernames, passwords and account information;
(c) all activities that occur under you and your User’s usernames, passwords or accounts or as a result of you or your Users access to the Products and Services, and agrees to notify us immediately of any unauthorised use;
(d) granting to your Users permissions to access various functionality of the Products and Services; and
(e) all of Your Data inputted into the Products and Services by Users as though it were uploaded by you.
8. Subscription Term
8.1 This Agreement shall commence on the date set out in the Ordering Form.
8.2 Upon the expiry of the current Subscription Term unless you have given us notice prior to its expiry that you wish to end your subscription, this Agreement will automatically renew for another Subscription Term of the same duration.
8.3 For clarity, you will not be provided with access to the Products and Services until all Fees for the current Subscription Term have been paid in full.
9. Fees
9.1 You will pay all Fees specified in the Ordering Form.
9.2 Where the Fee is based on your licence count, any you increase the number of licences during the Subscription Term then we may charge an additional Fee, considering the increase in your licence count and the proportion of the Subscription Term then remaining. There is no refund or reduction in Fees during a Subscription Term if your licence count reduces during the term, however the Fees for the next Subscription Term will take account of your licence count at the start of that term.
9.3 Unless otherwise stated, all amounts are GST exclusive, and you must pay to us the GST component under this Agreement at the same time as payment for the supply to which it relates.
9.4 Any amount to be reimbursed or paid under an indemnity shall be the sum of the amount of the reimbursable expense net of input tax credits and, if the recovery is a taxable supply, any GST payable.
9.5 The supplier of all taxable supplies must provide the recipient with a valid tax invoice before payment.
10. Invoicing and Payment
10.1 Unless otherwise stated on the Ordering Form all Fees shall be invoiced and paid in advance.
10.2 All other charges are due 30 days from the invoice date.
10.3 If you do not make payment of the Fees as set out in this Agreement, then we may suspend you and your Users’ access to the Products and Services until payment in full has been made to us.
11. Termination
11.1 Subject to any minimum term, you may terminate this Agreement at any time without cause and without liability by giving the other party 30 days written notice.
11.2 If you terminate this Agreement under clause 11.1, you will pay us all amounts outstanding up to the date of termination. You acknowledge that termination under this clause will not entitle you to any refund of Fees paid in advance.
11.3 We may at any time (without prejudice to our other rights or remedies) immediately terminate or suspend this Agreement in the event that:
(a) you breach, or we reasonable consider that you are likely to breach, any of these Terms and Conditions; or
(b) you have Fees that are more than 60 days overdue; or
(c) an insolvency event occurs in relation to a party, then the other party may terminate this Agreement by written notice to that party, in which case this Agreement will terminate immediately.
12. Security of Your Data and Your Systems
12.1 We must use reasonable security measures to protect Your Data against unauthorised access, use or disclosure.
12.2 We must:
(a) establish and maintain safeguards against the destruction, loss, alteration or misuse of Your Data which are no less rigorous than the most stringent of:
(b) those maintained by us for our own information of a similar nature (as updated from time to time); and
(c) any systems or data security requirements required by applicable law;
(d) provide and maintain up-to-date security, utilising security technologies, and techniques in accordance with industry best practices, with respect to the Products and Services and our systems, networks and facilities, to prevent unauthorised access or ‘hacking’ of its databases, systems and networks and Your Data.
12.3 Unless otherwise agreed between the parties, we are under no obligation to retain or hold Your Data for any period of time after termination of this Agreement.
12.4 We will treat Your Data as confidential. Subject to this Agreement and our Privacy Policy, we will not disclose it to any other person except where necessary to provide the Products and Services, where permitted by law, or where the data is or has become public.
13. Third-Party Services
13.1 The Products and Services may enable access to or integrate with services or websites of third parties (“Third-Party Services”). Third-Party Services are not under our control and we are not responsible for Third-Party Services (including, without limitation, the suitability for your intended use of the Third-Party Services). The information accessed from the Third-Party Services is accessed at your own risk, and you understand that these terms and our Privacy Policy do not apply to your use of the Third-Party Services. You expressly relieve us from any and all liability arising from your use of the Third-Party Services and information accessed from them.
13.2 If the Third-Party Services require you to comply with their terms of use, it is your responsibility to ensure that you comply with these as though you were accessing the Third-Party Services through means other than through the Services. This includes without limitation having a valid user account, possessing all required qualifications at all times, obtaining the consent of patients and using the information made available from the Third-Party Services only as permitted.
14. Privacy
14.1 We may collect Personal Information about you and your Users as a “Service User” for the purposes set out in our Privacy Policy. We will handle such Personal Information in accordance with this Agreement and our Privacy Policy, which provides information on how we manage your Personal Information, including what Personal Information we collect and how and why we collect this information. By providing your Personal Information to us (including through your use of the Products and Services), you consent to the collection, use, storage and disclosure of that information as described in our Privacy Policy and this Agreement.
14.2 You must ensure that at all times you and your Users hold all necessary authorisations and current consents from individuals to:
(a) upload their Personal Information to the Products and Services; and
(b) for us to collect, access, use, store and disclose their Personal Information from the Products and Services for the purposes described in this Agreement, including our Privacy Policy.
15. Liability
15.1 The Services are provided “as-is.” To the extent permitted by law, we exclude any warranty about the Products and Services not expressly stated in this Agreement.
15.2 The Products and Services include output-producing analysis such as dashboard displays of Your Data. We offer no warranty and disclaim all liability for interpreting or taking any steps in response to that output, as those are business decisions for you.
15.3 The Products and Services are not a clinical decision-making tool nor a substitute for appropriate professional consideration of clinical issues. You must not, and must ensure your personnel do not, use or rely on the Products and Services for clinical decision-making.
15.4 You remain solely responsible for complying with all applicable accounting, tax and other laws in connection with your access to and use of the Products and Services.
15.5 Except as otherwise set out in this Agreement, we do not warrant that the Products and Services will be error-free or will operate without interruption or will perform in the manner intended by you or will meet your requirements.
15.6 We have no liability to you for any consequential loss, lost revenue or profits, lost or unauthorised access to data, lost access or productivity, interference with privacy, business interruption, or any special, indirect or incidental loss, related to the Products and Services. These exclusions apply even if we knew or should have known that you might suffer loss.
15.7 In no circumstances will our liability to you exceed the Fees actually paid by you in the Subscription Term in which the liability first arises.
15.8 We are not liable for any delay or failure to provide the Products and Services caused by circumstances outside our control, including failure of a third party to provide products or services to us.
16. Changes to this Agreement
16.1 Cubiko may modify this Agreement from time to time, by posting the modified portion(s) of this Agreement on Cubiko’s website.
16.2 For Free Services, modifications become effective during the then current Subscription Term, in accordance with Cubiko’s notice.
16.3 For paid subscriptions, modifications to this Agreement will take effect at the next Order or renewal however, Cubiko may specify that modifications will become effective during a then-current Subscription Term if:
(a) required to address compliance with law, or
(b) required to reflect updates to Product and Service functionality or introduction of new Product and Service features.
17. Other terms
17.1 This agreement is the entire agreement between the parties concerning the Products and Services. Any prior negotiations or documents are superseded by this Agreement.
17.2 This agreement is not intended to create a partnership, joint venture or agency relationship between the parties.
17.3 You may not assign or transfer this Agreement or resell the Products and Services. We can assign this Agreement to an entity which acquires substantially all of our relevant business, or for the purpose of corporate reorganisation.
17.4 This agreement may be signed electronically by a method nominated by us. By using the nominated method, a party is taken to have consented to the use of that method and to have properly executed this Agreement.
17.5 An individual signing on behalf of a company, partnership or other incorporated entity warrants that they have the authority of that entity to sign this Agreement on its behalf.
17.6 You agree that we may identify you as a recipient of the Products and Services and use your logo in sales presentations, marketing materials, press releases and other similar activities.
17.7 Queensland law governs this Agreement and parties submit to the non-exclusive jurisdiction of the courts of Queensland.
How to contact us
We can be contacted by email at info@cubiko.com.au.
Cubiko