23 Dec 2021
Welcome to the Innowell platform.
These Terms and Conditions outline your rights and responsibilities as a user of the Innowell platform, so it is important that you read and understand them before using and accessing the platform.
Note to Service Providers – in addition to these terms, you are also subject to the Service Provider Terms and Conditions. By using the Platform, you acknowledge and agree to the Service Provider Terms and Condition, in addition to these Terms and Conditions.
We have many different users who can use the Platform to receive or provide care services. For ease, we have identified each type of user below, and we have indicated throughout these Terms and Conditions where information applies to only a particular type of user.
Our users are:
By creating an account and using the Platform, you acknowledge that you have read, understood and agree to comply with:
If you have any questions about the Terms, please contact us at privacy@innowell.org . Otherwise, our Terms form a binding contractual agreement between the user of the Platform (you) and us. If you do not agree to the Terms, as amended from time to time, you must not access or use the Platform.
We, Innowell Pty Limited ACN 617 239 166 (Innowell, us, our, we) own and operate the Innowell platform (Platform) and the website located at www.innowell.org (Site).
If you are an Individual, you must be invited to access the Platform by a Service Provider approved by us. Your use of the Platform is provided to you free of charge.
If you are a Support Person, then you must be invited to access the Platform by an Individual. Your use of the Platform is provided to you free of charge.
If you are a Staff Member, you must be invited to use the Platform by your Service Manager. Your use of the Platform is provided to you free of charge as part of you Service Provider’s licence from us.
If you are a Service Manager, you must be invited to use the Platform by your Service Provider. Your use of the Platform is provided to you free of charge as part of you Service Provider’s licence from us.
If you are a Service Provider, please refer to the Service Provider Terms and Conditions
The Platform is only available to people who are lawfully residing in Australia at the time of using the Platform. If you are not lawfully residing in Australia, you must not use it.
You are responsible from maintaining the confidentiality of your account, including your password, and for all activity that occurs under your account as a result of your failing to keep this information secure and confidential.
You must notify us immediately of any unauthorised use of your account or password, or any other breach of security. You may be held liable for losses incurred by us or any other user of, or visitor to, the Platform attributable to using your password or account as a result of your failing to keep your account information secure and confidential.
You must not use anyone else’s password or account at any time without our express, prior, written permission. We will not be liable for any loss or damage arising from your failure to comply with these obligations.
You must:
You must not:
You may cancel your account at any time through the functionality provided on the Platform or by contacting support@innowell.org.
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (content), including but not limited to the design, structure, selection, coordination, expression, ‘look and feel’ and arrangement of content, embodied in the Platform is owned, controlled or licensed by or to us, and is protected by intellectual property rights and laws.
Your use and access of the Platform does not grant or transfer any rights, title or interest to in relation to the content on or in the Platform.
Except as expressly provided in the Terms, no part of the Platform may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.
You may use information published in the Platform (such as the personal information you and/or we collect or produce) and any similar information we make available for you to access or download from the Site, provided that you use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media through any means not purposely made available by us; make no modifications to any such information; and that you do not make any additional representations or warranties relating to such information.
We will take all reasonable steps to implement, maintain and enforce security procedures and safeguards to protect the security, confidentiality and integrity of the Platform from unauthorised access or use by a third party or misuse, damage or destruction by any person.
However, given the nature of the internet, we do not guarantee and cannot ensure the security of the Platform and we expressly exclude liability for any loss, however caused. By using the Platform, you acknowledge that Internet communications are never completely private or secure. You understand that any message or information you send to the Platform or that the Platform sends to you may be read or intercepted by others, even if there is a special notice that a particular communication is encrypted.
We recommend that you take proactive measure to protect you computer system from potential hazards by installing firewalls, anti-virus software and other security measures.
The Platform may contain links to other websites owned and operated by third parties which are not under our control. Such third party links are provided as a convenience to you and the existence of such links on the Platform is not an endorsement of those third party links.
We are not responsible for the content or material contained on any third party link. You will need to make your own independent assessment of any third party links.
You may, through the Platform, elect to integrate your Fitbit account with the Platform. If you do so, we will receive data and information about you from Fitbit such as your health, sleep and mood data and display such information on your dashboard.
If you choose to integrate Fitbit into your account, you acknowledge and agree that you are subject to and bound by the Fitbit Terms of Service, as modified by Fitbit from time to time. We take no responsibility and will not be liable for any information received from Fitbit or any loss you incurred as a result of relying on such information.
Any amounts payable to Fitbit under their terms are your sole responsibility and will be paid directly by you to Fitbit
We use cookies (small data files that are stored on your computer) to collect anonymous traffic data and to improve your user experience. You can remove or block cookies using the settings in your web browser, but this may impact your ability to use the Platform.
We may also collect and store information about your visit to the Platform, including:
All of the information we collect is aggregated and is not used to identify you. This information is used to measure visitor numbers and to assess how the Platform was used in order to maintain its effectiveness.
We do not collect this information for any type of advertising.
We reserve the right, but are not required, to provide updates to the Platform to alter, improve or add to the functionality of the Platform or to overcome defects in the Platform.
If we choose to provide an update the Update is a “Major Update” that is an update that will or is like to materially affect your ability to access and use the Platform, then we will provide you with notice of the proposed update. The notice will identify the nature of the update and its anticipated effect on your ability to access and use the Platform. For the avoidance of doubt:
We will not exercise its rights under this clause 10 in a manner which would materially decrease the utility of the Platform to you.
We will collect, use and disclose any personal information you provide us when using the Platform in accordance with our Privacy Policy. For more information on our information collection and handling practices, please view our Privacy Policy.
While every effort is taken to ensure that the information on the Platform is accurate, we make no representations and give no warranties that this information is correct, current and complete.
We take reasonable steps to ensure that the Platform remains available. However, we take no responsibility for, and will not be liable for, the Platform being temporarily unavailable due to technical issues beyond our control, or for maintenance or other technical reasons. We do not warrant that the functions of the Platform will be uninterrupted or error-free, that defects will be corrected, or that the Platform or the servers that make it available are free of viruses or other harmful components.
In no event will we be liable for any loss or damage including without limitation, any direct, indirect, incidental, consequential, special or exemplary loss or damage, for:
If you are dissatisfied with the Platform, your sole and exclusive remedy is to discontinue using it.
You are responsible for considering the appropriateness of the Platform for your intended application and use and we give no warranty, guarantee or representation that the Platform is suitable for or meets your requirements.
We are not responsible or liable for the conduct of any user. We reserve the right to monitor or become involved in any dispute between you and another user.
To the fullest extent permitted by law, we are not liable to you for any loss or damage you may suffer or incur in connection with your access and use of the Platform.
To the fullest extent permitted by law, we exclude liability for special, indirect or consequential damages, including damages for loss of data, loss of or claim for, revenue, profits, actual or potential business opportunities or anticipated savings or profit.
Any limitations or exclusions do not apply to our liability for loss suffered or incurred by you for:
You must indemnify and keep indemnified us, our directors, employees, contractors and agents, Related Bodies Corporate and Related Entities as defined in the Corporations Act 2001 (Cth) (together, Indemnified Persons) from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of the Indemnified Persons from any claim, demand, suit, action or proceeding by any person against any of the Indemnified Persons where such loss or liability arose directly or indirectly out of or in connection with:
except to the extent that the loss or liability is caused or contributed to by the act or omission of any of the Indemnified Persons.
The parties must use their reasonable endeavours to resolve through negotiation all disputes, conflicts (including, without limitation, conflicts of interest) differences or questions between them arising out of or in connection with these Terms.
If within 10 business days (that is, days that are not bank holidays in Brisbane, Australia), the dispute cannot be resolved following negotiation between the parties, either party may refer the dispute for arbitration.
The parties agree to negotiate in good faith to agree on the appointment of a single arbitrator, or failing agreement as appointed by the President of The Queensland Law Society (if all the parties are situated in Australia) or (where one or more of the disputing parties is not situated in Australia) to an arbitrator appointed by the Australian Centre for International Commercial Arbitration Court (ACICA).
The arbitration will be conducted in Australia in accordance with the ACICA Rules operating at the time the dispute is referred to ACICA (the Rules).
The terms of the Rules are deemed incorporated into these Terms.
If a party fails to adhere to the terms of this clause 15 and proceedings are subsequently issued by the defaulting party, these Terms can be used as a bar to any proceedings so issued.
We reserve the right to cease operating the Platform, without notice and for any reason.
On expiry or termination of these Terms:
We are not liable for any costs, losses or damages of any kind arising as a consequence of terminating your access to the Platform.
If you wish to contact us or make a complaint, please contact us at privacy@innowell.org.
We may vary, amend or otherwise modify the Terms at any time.
We will publish the new terms on the Platform, at which time they will be effective.
Your continued use of the Platform following posting of the new terms constitutes your acceptance of the new terms.
If any provision of our Terms is unenforceable or invalid, it will be ineffective to the extent it is unenforceable or invalid and will not affect the enforceability or validity of the remaining provisions.
The Terms are governed by the laws in force in New South Wales, Australia.
You and we submit to the exclusive jurisdiction of the courts of New South Wales.
These Service Provider Terms and Conditions outline additional rights and responsibilities applicable to Service Providers who use and access the Innowell platform as part of their clinical practice. It is important that you read and understand them before using and accessing the platform.
These Service Provider Terms and Conditions are additional and supplementary terms to the standard Terms and Conditions for the Innowell platform.
Any capitalised terms that are used but not defined in these Service Provider Terms and Conditions have the same meaning given to those terms in the standard Terms and Conditions.
By creating an account and using the Platform, you acknowledge that you have read, understood and agree to comply with:
If you have any questions about these Service Provider Terms and Conditions, please contact us at privacy@innowell.org. Otherwise, these Service Provider Terms and Conditions form a binding contractual agreement between the Service Provider and us. If you do not agree to the Service Provider Terms and Conditions, as amended from time to time, you must not access or use the Platform.
The person who is accepting these Service Provider Terms and Conditions on behalf of the Service Provider represents and warrants that he or she has complete and full authority and capacity to act on behalf of the Service Provider and that these Service Provider Terms and Conditions are binding on the Service Provider on and from acceptance of these terms.
We will work with you (and if you are granted access to the Platform under a third party licence, that third party) to develop and implement a written plan for the content and configuration of the Platform for you and your users. If we need to change the configuration of the Platform or deviate from the agreed content and configuration plan as a result of an update, we will follow the procedure set out in clause 10 of the standard Terms and Conditions.
We will then grant you with a “Service Owner Account”. You may then, through the Service Owner Account, nominate a Service Manager and create an administration account (Service Manager Account).
You may only create on Service Manager Account on the Software.
Once the Service Manager Account has been created, the Service Manager may invite Individuals and Staff Members to create accounts and use and access the Platform in accordance with the Standard Terms.
You must use reasonable endeavours:
Unless otherwise required by law, if you:
You must:
You acknowledge and agree that clinical governance of the users registered with you are your responsibility. If you have concerns for a user’s care or safety in the use of the Platform, you must use your standard procedures for clinical governance to address those concerns.
Your employees, contractors or representatives, including Service Managers and Staff Members, providing clinical services while using the Platform are subject to the same clinical governance and other arrangements that would apply to you including your code of conduct and policies to ensure compliance with relevant legislative and regulatory requirements including applicable privacy and work health and safety laws. You provide your employees who will be providing clinical services while using the Platform copies of or access to all regulations, policies and procedures relevant to their work while providing clinical services while using the Platform on or before they commence with the Platform, and ensure that they are properly informed of these regulations, policies and procedures.
You indemnify and holds us harmless against any and all loss or damage, and any claim by a user arising from your failure to comply with your clinical governance obligations.
If you are a Service Provider who is granted access to the Platform under a third party licence, these Terms are interdependent with the terms of the third party licence agreement.
Expiry or termination of the third party licence agreement for any reason will cause these Terms to expire or be terminated contemporaneously and may cause you to lose access to the Platform.