We/we or Our/our or us means The Citadel Group Limited ACN Pty Ltd ACN 127 151 026 of Level 1, 11-13 Faulding Street, Symonston ACT 2609 and includes its Affiliates. you or your means any Person who accesses or uses Citadel Information Exchange. Background A The Citadel Group provides an online platform, income tracking and reporting service through our web based tool (Citadel Information Exchange). Using Citadel Information Exchange, you can enter certain data into the Site and using this data which includes location tracking and personal details. B You accept that these terms and conditions govern The Citadel Group being provided to you by us and agree to be bound by these terms and conditions (Conditions of Use). 1 Interpretation 1.1 In the interpretation of these Conditions of Use, the following provisions apply unless the context otherwise requires: 1.1.1 A reference to a person shall include a person's successors and permitted assigns. 1.1.2 A reference to a person includes a reference to a corporation, partnership, joint venture or trust and vice versa. 1.1.3 The headings in this Agreement are for convenience only and shall not affect the construction of this Agreement. 1.1.4 a reference in these Conditions of Use to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations created under that legislation or legislative provision. 1.1.5 a reference in these Conditions of Use to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced. 1.1.6 where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning. 1.1.7 a word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders. 1.2 a reference to the word 'include' or 'including' is to be construed without limitation. 2 Limited licence 2.1 We grant you a limited, revocable licence to access and use the Site and its content in accordance with these Conditions of Use. 2.2 You cannot use our Site or any part of it for any Commercial Use without our prior written consent. 2.3 Your license to use the Site and its content is based on reasonable use for the purpose for which the Site is provided. Where you use the site in a volume or manner in which we consider (at our sole discretion) to be unreasonable, we will provide you with notice of the unreasonable use, the reasons why such usage is unreasonable, and potential remedies to enable you to continue using the Site (which may be subject to conditions including additional fees). If you decline to take up such remedies, and continue to unreasonably use the Site, we may limit your use of the Site or take any other steps which we are entitled to do under these terms and conditions, without further notice to you. You acknowledge and agree that we are not responsible or liable for any damage or harm, or any cost or expense, which you may incur as a result of our exercise of any of our rights in respect of any unreasonable use. 2.4 We reserve the right to suspend, terminate or otherwise deal with your limited licence in relation to the Site and its content at any time. 3 Your use of our Site 3.1 In using our Site you must not: 3.1.1 distribute all or any part of our Site including (without limitation) any third party submissions without our prior written consent or as specifically permitted by these Conditions of Use; 3.1.2 allow third parties to access the Site or its content using your account; 3.1.3 do anything which alters the Site, or interferes with or affects its working. This includes removing anything from it, adding anything to it, linking it to or from another Site or distributing any part of it to anyone else; 3.1.4 alter or modify any part of our Site; 3.1.5 access third party submissions or other content on our Site other than as expressly authorised by us and by way of the web pages provided by us; 3.1.6 use or launch any automated system including (without limitation) any offline readers, spiders or robots that access our Site in a way that: (a) sends a larger number of request messages to our servers or to other users of our Site than can reasonably be produced by a human in the same period using a conventional on-line web browser; (b) sends spam to any other user; or (c) annoys or harasses any other user; 3.1.7 collect or harvest any personally identifiable information including (without limitation) account names; 3.1.8 store, permanently download or redistribute content from our Site; 3.1.9 circumvent, disable or otherwise interfere with any security-related features of the Site or features that prevent, limit or restrict use or copying of any content from our Site; or 3.1.10 upload any file or information with the intention or effect of causing any of the activities set out in clauses 3.1.1 to 3.1.9. 4 Term 4.1 These Conditions of Use take effect on you agreeing to the Terms and Conditions through checking the ‘I have read and accepted the Terms and Conditions’ checkbox during member log in on the Site and paying any relevant Fees or charges as appropriate. 4.2 Unless terminated earlier, these Conditions of Use expire at the end of the billing cycle in which you give notice that you wish to close your account. Some of the rights and obligations set out in these Conditions of Use continue after the expiry of the Conditions of Use. These are set out in clause 14. 5 Creating an account 5.1 You will need to create an account to access some parts of our Site. When creating an account you must provide accurate and comprehensive information. 5.2 You must be more than 18 years of age to create an account. If you are aged less than 18, your parent or guardian must create the account and they must accept full responsibility for the terms, conditions, obligations and warranties set out in these Conditions of Use and for the actions of any person using that account. 5.3 You will be solely responsible for any activity that occurs when your account is used (whether or not you have authorised the activity) including where there has been an unauthorised use of your password or account details. You must therefore keep your password and account details confidential and secure. If there is any unauthorised use of your password or account details, you must notify us immediately. 5.4 Subscription accounts are limited to Anaesthetists. Application for an account by persons other than Anaesthetists may result in forfeiture of any amounts paid during the subscription process. 5.6 Upon applying for a Subscription and/or Billing account, the applicant authorises our representatives to take necessary reasonable actions to verify the identity and profession of the applicant which may include but are not limited to medical registration searches and verification telephone conversations. 6 Links to Sites Links to our Site 6.1 You must first obtain our written consent if you wish to create a link to our Site, or any part of our Site. Links from our Site 6.2 You must first obtain our written consent if you wish to create a link from our Site or any part of our Site. 6.3 Our Site may contain links and other pointers to web sites owned or controlled by third parties. These links are provided for your convenience only and are not endorsed by us. 6.4 When accessing third party web sites you should read the terms and conditions applying to the use of those web sites. 6.5 We have no control over the content, practices or policies of any third party web sites and therefore take no responsibility in respect to them. Without limiting clause 11.6, by using our Site to access third party web sites you expressly release and indemnify each of us and our Affiliates from any and all liability arising from your access or use of any third party web site. 6.6 Our Site also may contain third party advertisements (including banner ads) which contain embedded or other links. All third party advertising is paid for by the relevant third party advertisers. 6.7 We are not affiliated with any advertiser or any other person whose goods or services are linked to or from the Site or any linked site. We do not recommend, sponsor, endorse or approve any of those goods or services. 7 Fees Licence fees 7.1 You will pay us the Fee prior to Citadel Information Exchange becoming available to you. In the interests of clarity, if you do not pay the appropriate Fee, you have no right to Citadel Information Exchange and we reserve our right to withhold from you or revoke Citadel Information Exchange. 7.2 Subscription fees: These fees will be charged on a monthly basis, beginning on the date of first payment. Payments will be deducted automatically from your nominated account via direct debit. If a payment is rejected, we may charge you any bank fees that are levied by our bank or a dishonour fee and may suspend access to the Site until rectified. 7.3 Group billing fees: These fees are calculated monthly based on the usage of the site and are billed in the beginning of each month. Payments will be made by direct debit unless other arrangements are agreed upon between the Group practice and us. If a payment is not received by the due date as stated on the invoice, we reserve the right to suspend access to the Site until payment has been paid in full. In addition, if a payment is rejected, we may charge you any bank fees that are levied by our bank or a dishonour fee. 7.4 Virtual Rooms fees: These fees will be charged on a monthly basis, usually at the beginning of the month for the previous month’s fees. Payments will be deducted automatically from your nominated account via direct debit. If a payment is rejected, we may charge you any bank fees that are levied by our bank or a dishonour fee and may suspend access to the Site until rectified. 7.5 Billing accounts may be closed as soon as practically possible after we have received a written request from you. Upon closure of the accounts by us, we will send you an invoice for the then current month's fees to date of closure. The invoice is immediately due or payable upon date of issuing. Fees for other services 7.6 We charge additional fees for other services that you request and that we provide to you. Amending our fees 7.7 Fees are set from time to time by us. We may amend the fees payable at any time with 30 days notice to you via email. Refund policy 7.8 Setup fees are charged for all accounts. 7.9 Once your account setup process has begun, the setup fee becomes non refundable. 7.10 Monthly fees, including subscription fees, case fees, and other billable fees paid or payable, are also non refundable. 7.11 Despite clauses 7.8 to 7.10, setup or monthly fees will only be refunded in exceptional circumstances and at our absolute discretion. 8 Privacy of Personal Information 8.1 We are committed to ensuring the privacy of any personal information we may collect about you. 8.2 We will comply with the terms of the Site's privacy statement which you can find located on the Site. 8.3 We will send you emails to notify you when required, such as to advise you of a change in price or upgrades to Citadel Information Exchange or the Site. You have a right to unsubscribe from these notifications but if you do unsubscribe, you will not receive any notifications from us. 8.4 We may record user information including IP addresses for security purposes. 8.5 If the Site is subject to a notifiable data breach for the purposes of the Privacy Act 1988 (Cth): 8.5.1 We will notify you as soon as practicable of the notifiable data breach including details of the time and method of the breach and the information which we have been able to ascertain has or may have been affected. 8.5.2 We may be required to notify the Office of the Australian Information Commissioner (or other body or bodies nominated under the Act) of the notifiable data breach. For the absence of doubt, you acknowledge and agree that you may also be required under the Act to provide your own notice of the breach to such body. 8.5.3 You acknowledge and agree that you are the party with the most direct contact with each affected person and that you are solely responsible for notifying each affected person of the breach. 8.5.4 In the event that you do not comply with clause 8.5.3, or if there are any other circumstances arising from the breach which we consider (in our reasonable discretion) give rise to a need for us to contact any affected persons directly, we may do so. 9 Ownership and Intellectual Property Rights 9.1 The content and software used in connection with Citadel Information Exchange and the Site contain confidential information that is protected by valid and applicable Intellectual Property Rights. 9.2 We own or licence the Intellectual Property Rights to use Citadel Information Exchange and the Site and all of its content, and reserve our rights in it. Apart from uses permitted by the Copyright Act 1968 (Cth) or by these Conditions of Use, no part of any content may be reproduced or provided to the public, in any form and by any means, without our written permission. All material on the Site is protected by Australian and international Intellectual Property Rights laws. 9.3 You agree that: 9.3.1 no title to any Intellectual Property Rights in the Site, Citadel Information Exchange, processes relating to the rates for Citadel Information Exchange or the creation of Reports using Citadel Information Exchange or its content is transferred to you; and 9.3.2 you do not obtain any rights, express or implied, other than those specifically granted by these Conditions of Use. 9.3.3 you hereby assign to us all Intellectual Property Rights, and any other proprietary or property rights or interests in and to any work that you create in violation of these Conditions of Use. 9.4 You acknowledge that data in advertisements and sponsors or information provided to you through the Site is subject to copyright, trade mark, brand names, patents or other property rights or laws. You agree that you will not do anything (including, without limitation, amend, rent, rent out, lend, lease, borrow, loan, sell, distribute, create or generate content or products) that partially or entirely reproduces or exploits that intellectual property. 9.5 Any rights to download material from the Site are limited to a total download of one copy of that material. 9.6 You may reproduce the Report created using the Site and can amend the Report. You may use the Reports for your own internal business processes to generate client invoices and for reporting purposes but you cannot transfer ownership of the Report to another Person or allow another Person to use the Report as a template for the creation of any document. 9.7 Trade Secrets and Confidential Information: You acknowledge and agree that any and all confidential information and materials from which we derive actual or potential economic value constitutes our confidential and proprietary trade secrets (collectively, "Trade Secrets"). 9.8 You further acknowledge and agree our Trade Secrets include, but are not limited to, Citadel Information Exchange data, layouts, designs, work-flows, methods and the technology used in the Site. You shall maintain any information learned about our Trade Secrets as confidential and shall not disclose such information or permit such information to be disclosed to any person or entity. With respect to all such information, you shall exercise the same degree of care to protect our Trade Secrets that you exercise with respect to protecting your own confidential information, and in no event less than reasonable care. 10 Things we do not promise 10.1 Our Site is provided on an 'as is' and 'as available' basis. We endeavour to keep the information on Citadel Information Exchange and the Site up to date but we make no warranties or representations that the information is complete or accurate. 10.2 Our calculations of earning per case are an estimate only and should always be checked against the actual amount received before you use these calculations in financial statements including Business Activity Statements or taxation returns. 10.3 We do not promise that data will not be deleted or otherwise lost from our server. We recommend that you take appropriate data backup and archiving measures such as keeping backups of all cases, emailing cases to yourself and or your rooms and that you print reports. You acknowledge and agree that you are solely responsible for maintaining accurate and recoverable backups of any file, information, or data which you may upload to the Site or to Citadel Information Exchange, or download or obtain from the Site or Citadel Information Exchange (including any Reports) at any time. 10.4 Where necessary for the preservation of the continued operation of the Site and Citadel Information Exchange, or for such other reason as we may consider appropriate or necessary, we may delete or modify files, information, documents, or data which you may upload or which are stored on your behalf on the Site and Citadel Information Exchange. Where practicable, we will provide reasonable prior notice to you of such deletion and the reasons for the need for such deletion. 10.5 We are not and must not be held responsible or liable for: 10.5.1 the content; 10.5.2 the data integrity (including the maintenance or loss of data integrity); or 10.5.3 the factual integrity or accuracy, of any file, information, document, or data which you or any other user of the Site may upload at any time, or any Report, file, information, document, or data derived from such uploaded material. 10.6 We make no representation or warranty regarding the creation of a Report for you or that the information contained in the created Report is true. You represent and warrant that the information you provide to us for the purposes of creating a Report is true and correct to the best of your knowledge following the undertaking of reasonable due diligence on your part. You further represent and warrant that you have, and will continue to make, independent enquiries in respect of each Report (including any file, information, document, or data set upon which the Report is based or relies) and satisfy yourself of the accuracy, integrity, and utility of that Report, prior to taking any further steps in reliance on that Report. 10.7 We do not have any control over any Report, file, information, document, or data, which is downloaded from the Site or after download. You acknowledge and agree that we make no representation or warranty regarding the accuracy, integrity, and utility of any Report, file, information, document, or data, after it is downloaded from the Site or otherwise leaves our possession or control. 10.8 We do not promise you any of the following with respect to your use of the Site or any technical support or other services we may provide: 10.8.1 that you will have uninterrupted or error-free access to and use of the Site, whether by the internet, WAP or any other method. 10.8.2 that personal injury or property damage may not occur as a result of your access to and use of our Site. 10.8.3 that the Site or any files available for downloading will be error-free or free from viruses, faults or defects or that any bugs, viruses, Trojan horses or other corrupting programs will not be transmitted to or through our Site by any third party. 10.8.4 that the content of the Site (including the text, registration facilities, hyperlinks, and the underlying HTML or XML) is accurate, complete, or suitable for a particular purpose. You must rely on your own judgment in relation to any matter of that type. 10.8.5 notwithstanding clause 8, that there will not be any unauthorised access to or use of our secure servers which may result in your personal and financial information being accessed. 10.8.6 that your personal settings or information will not be affected or deleted. 10.8.7 that your internet or mobile service provider will allow you access to the Site. You are responsible for ensuring your service provider will allow you access to the Site and its content and for any costs and service fees associated with the access. 10.8.8 that your computer, mobile or other hardware devices will allow you access to the Site. You are responsible for ensuring your devices will allow you access to the Site and its content and for any costs and service fees associated with the access. 10.9 We reserve the right to amend any content that you enter into the Site. 11 Liabilities and Indemnities Limitation of liability 11.1 We are not liable to you for any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the use of Citadel Information Exchange provided by us. 11.2 We are not liable for any loss or damage (including consequential loss or damage) which may be suffered or incurred if Citadel Information Exchange is unavailable to you for any reason whatsoever. 11.3 To the extent permitted by law, we exclude all representations, warranties and liability to you or any third party arising out of or in connection with these Conditions of Use, Citadel Information Exchange or the Report or the use of the Report by you or a third party. This exclusion applies, without limitation, to all liability in contract or tort for actions or omissions of Citadel Information Exchange and its employees, agents and contractors. To the extent that liability cannot by law be excluded, our liability for any breach of a condition is limited to, at our discretion, supply of Citadel Information Exchange again or a refund of the Fee charged for Citadel Information Exchange. Indemnity 11.4 You agree that your access to and use of our Site will be at your sole risk. 11.5 You continually indemnify us and our Affiliates against any claim or proceeding that is made, threatened or commenced and against any cost, liability, loss (including consequential loss), damage or expense (including legal costs on a full indemnity basis) any of them incurs or suffers, as a direct or indirect result of any of the following: 11.5.1 your use of and access to our Site. 11.5.2 the use of or access to our Site by someone using your account. 11.5.3 a breach of these Conditions of Use. 11.5.4 a wilful, unlawful or negligent act or omission by you. 11.5.5 your violation of any third party right or law, including (without limitation) any Intellectual Property Rights, defamation, privacy (including notifiable data breaches under clause 8.5) or criminal laws. 11.5.6 a claim that you caused damage to a third party. 11.5.7 your use of any information obtained from or through our Site (including without limitation any Report created). Liabilities to third parties 11.6 Without limiting what is covered by the indemnity at clause 11.5, you agree to indemnify us for liability to third parties arising out of the creation of an Report including liability to governmental or regulatory authorities and your clients. This indemnity will apply whether or not we have been negligent or are at fault and does not limit any of our further compensation rights. 12 Termination 12.1 These Conditions of Use applies while you use our Site. 12.2 You may at any time, request that we close your account. If you request that we close your account, we will send you an email advising of the imminent closure of your account. We will close your account at the end of the billing period in which we receive your request and these Conditions of Use will terminate. You are not entitled to a refund for the remaining portion of the month in which you request that your account be closed. 12.3 We may at any time, close your account or cease providing access or support to this site if: 12.3.1 you have breached any provision of these Conditions of Use. 12.3.2 you act in a manner which shows that you intend to breach these Conditions of Use or are unable to comply with them. 12.3.3 we are required to do so by law. 12.3.4 we make a decision to cease providing our services to users in the country in which you are resident or from which you use Citadel Information Exchange. 12.3.5 we make a commercial decision to do so. 12.4 Once your account is closed and these Conditions of Use are terminated, you will not have access to your data. You will need to rely on reports that you have printed and emails that you have previously sent from Citadel Information Exchange. 12.5 We will keep your data on our server after termination of these Conditions of Use and reserve the right to permanently delete your data at any time after such termination. 13 Variation of Conditions of Use of Site 13.1 We reserve the right to vary these Conditions of Use from time to time. The latest conditions will always be made freely available on the Site. 13.2 You agree to be bound by the varied Conditions of Use by continuing to access this Site. 14 Survival 14.1 In addition to any other rights, powers or remedies a party may have under these Conditions of Use or at law, if these Conditions of Use end, each party will be released from its obligations under these Conditions of Use except for clauses 9, 10 and 11. 15 Assignment 15.1 You may not transfer or assign these Conditions of Use or any rights or licences granted under these Conditions of Use. 15.2 We may transfer or assign these Conditions of Use and your account without restriction or notification. 16 Transmission of data 16.1 We will take reasonable steps to ensure that your information, including personal and patient information is secure. We do subscribe to industry standard Secure Socket Layer technology (SSL) which encrypts all customer information as it is entered and retrieved via the Site. All information are also secured on secured servers and protected against unauthorised access via firewalls and password protected access. We take these measures to protect information, but cannot guarantee that unauthorised persons or entities will not be able to breach the security measures we have in place. 16.2 Electronic claims are encrypted and are transmitted securely using Public Key Infrastructure encryption (‘PKI’) via eHealthWise for electronic delivery to Medicare and associated Health Funds. 17 Miscellaneous Approvals and consents 17.1 Unless these Conditions of Use expressly provide otherwise, a party may give or withhold an approval or consent in that party's absolute discretion and subject to any conditions determined by the party. A party is not obliged to give its reasons for giving or withholding a consent or approval or for giving a consent or approval subject to conditions. Entire agreement 17.2 These Conditions of Use contain everything the parties have agreed in relation to the subject matter it deals with. No party can rely on an earlier written document or anything said or done by or on behalf of another party before these Conditions of Use were executed. Goods and services tax 17.3 Where: 17.3.1 a party (Supplier) makes a taxable supply to another party (Recipient), the Recipient must pay to the Supplier an additional amount equal to the GST payable by the Supplier (unless the consideration for that taxable supply is expressed to include GST). The additional amount must be paid when any consideration for the taxable supply is first paid or provided. The Supplier must provide to the Recipient a tax invoice at the time of payment. 17.3.2 a party indemnifies, reimburses or makes a contribution (Contribution) to the other party, and the other party can obtain an input tax credit on an acquisition associated with the Contribution, the amount of the Contribution for the first party is reduced by the amount of that input tax credit. The reduction is to be made before any increase under clause 17.3.1. 17.3.3 terms are used in this clause, they have the meanings given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Governing law and jurisdiction 17.4 These Conditions of Use are governed by the law of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis. Joint and individual liability and benefits 17.5 Except as otherwise set out in these Conditions of Use, any agreement, covenant, representation or warranty under these Conditions of Use by two or more persons binds them jointly and each of them individually, and any benefit in favour of two or more persons is for the benefit of them jointly and each of them individually. Severability 17.6 Each provision of these Conditions of Use is individually severable. If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction it is to be treated as being severed from these Conditions of Use in the relevant jurisdiction, but the rest of these Conditions of Use will not be affected. The legality, validity and enforceability of the provision in any other jurisdiction will not be affected. Variation 17.7 No variation of these Conditions of Use will be of any force or effect unless it is in writing and signed by each party to these Conditions of Use. Waivers 17.8 A waiver of any right, power or remedy under these Conditions of Use must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion. 17.9 The fact that a party fails to do, or delays in doing, something the party is entitled to do under these Conditions of Use does not amount to a waiver. 18 Definitions 18.1 In these Conditions of Use, unless the contrary intention appears in these Conditions of Use: Affiliates means Citadel Health Pty Ltd’s officers, employees and other personnel, agents, contractors, partners, principals, licensors, service providers and members. Citadel Information Exchange has the meaning set out in Background A. Commercial Use includes (without limitation): • sale of access to our Site by way of another Site. • using our Site for the purposes of selling goods or services or for advertising goods or services or for obtaining subscription revenue. • any use of our Site for the purpose of competing with or displacing our Site. • soliciting any users of our Site for any commercial purpose. Fee means the fee for Citadel Information Exchange or fees for other services as appropriate. Intellectual Property Rights include all and any patents, patent applications, trade marks, service marks, trade names, registered designs, unregistered design rights, copyrights, know how, trade secrets, domain names, internet addresses, rights in confidential information, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same. Person means any legal person or entity but also includes a partnership, trust or other entity which is not a legal person. Report has the meaning set out under Background. Site means the Citadel Information Exchange application and the network of websites owned by us, whether accessed by the internet, WAP or any other means and the text, registration facilities, hyperlinks and the underlying code. Terms and Conditions means the terms and conditions contained on the Site on the member log in page.