Terms and Conditions - VetIQ

VetIQ's terms and conditions cover everything about how we'll handle the data from your practice management system. We're all about transparency and ensuring your data is secure and used appropriately. You'll give us permission to access and use your practice's data, but we'll keep it confidential and only use it to help improve your services. We also touch on intellectual property, the software you'll use, and the services we provide. It's all designed to be straightforward and make sure both sides know what's expected!

1. THIS AGREEMENT IS BETWEEN CURIOUS CAT PTY LTD ACN 661 147 048 AND THE CUSTOMER CONTAINED IN ANY ORDER FORM, AND CONTAINS THE TERMS AND CONDITIONS WHICH GOVERN THE COLLECTION, USE, OWNERSHIP AND SHARING OF DATA ACCESSED FROM THE CUSTOMER’S PRACTICE MANAGEMENT SYSTEM BY CURIOUS CAT.

2. BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY DOWNLOADING, INSTALLING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED ALL OF THESE TERMS AND CONDITIONS.

3. Term

3.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with its terms.

4. Entire Agreement

4.1 This Agreement comprises:

(a) Order Form;

(b) Terms and Conditions; and

Order of Precedence

4.2 To the extent of any inconsistency in the terms and conditions of the above documents, the inconsistency is to be resolved in descending order of precedence.

5. Services

5.1 Curious Cat will provide the Services to the Customer as specified in an Order Form.

Software Installation

5.2 The parties acknowledge and agree that the Customer will install, or Curious Cat may install on the Customer’s behalf, the Software on the Practice Management System for the purpose of Curious Cat providing the Services.

5.3 Curious Cat may notify the Customer and provide updates, enhancements, modifications or new releases (Updates) for the Software for the purposes of improving performance or resolving issues. The Customer consents to Curious Cat installing such Updates on your Practice Management System at Curious Cat’s discretion.

Consent to access Data

5.4 The Customer grants Curious Cat the right to access the Customer Practice Management System and retrieve, transmit, store, copy and use Data in accordance with the terms of this Agreement, and relating to:

(a) Customer: basic information about the practice, including practice name, location, and contact details;

(b) Customer’s clients: demographic information about clients (e.g., name, contact details), service history and preferences to enable client-specific analysis and reporting

(c) patients/animals: details about the animals/patients (e.g., species, breed, age, medical history), treatment records, and health outcomes to identify healthcare opportunities and provide tailored recommendations;

(d) product purchase and sales: records of products purchased and sold by the veterinary practice, including quantities, prices and dates, to analyse buying and selling trends and identify growth opportunities;

(e) appointment/reminders: appointment schedules, frequency and follow-up reminder schedulers to monitor client engagement and identify patterns in client return rates, highlighting potential client retention issues;

(f) veterinarian information: information on individual veterinarians, including performance metrics, caseloads and outcomes, to facilitate comparisons and identify opportunities for practice improvement;

(g) additional metrics requested by the practice: any other specific metrics or data types requested by the practice that is necessary for Curious Cat to provide requested Services.

6. Intellectual Property

Ownership and use of Pre-existing IPR

6.1 Each Party will retain all Intellectual Property Rights in its Pre‑Existing IPR.

6.2 Each Party grants the other Party, a non‑exclusive, non-transferable and non-sub-licensable licence to use and reproduce the other Party’s Pre‑Existing IPR solely for the purpose of fulfilling its obligations under this Agreement.

Proprietary Rights

6.3 Curious Cat acknowledges and agrees that Data and all Intellectual Property Rights subsisting in such Data, shall remain the sole and exclusive property of the Customer.

6.4 The Customer acknowledges and agrees that any Intellectual Property Rights subsisting in any:

(a) Software, data storage and retrieval tools, templates, modelling and/or websites provided or used by, or on behalf of, Curious Cat in the provision of the Services; and

(b) Services, Reports and Deliverables generated or produced by, or on behalf of, Curious Cat utilising the Data (including creation by the operation of any computer language or software, regardless of where such software is operated, executed or resident);

vests, and will remain vested, in Curious Cat immediately on creation.

7. License

Customer Data

7.1 Curious Cat will not share Data with any third party that identifies the Customer, Personal Information related to the Customer’s personnel and/or the Customer’s veterinary practice (and will not under any circumstance (except to the extent required by law) identify any client of the Customer or patient/animal information) without:

(a) the Customer’s prior written consent which may be withheld in the Customer’s absolute discretion; and

(b) Curious Cat, the Customer and the relevant third party entering into a third license agreement on terms satisfactory to the Customer.

7.2 The Customer grants Curious Cat an irrevocable, transferrable, worldwide, perpetual, royalty free, sub-licensable licence to use, reproduce, modify, adapt, enhance, create derivative works thereof, publish or distribute Data provided under this Agreement for the purposes of:

(a) research;

(b) analysis; and

(together, the Express Purpose),

provided, however that all Data used for the Express Purpose will be de-identified and will not disclose the Customer, Personal Information related to the Customer’s personnel or clients, patients or the Customer’s veterinary practice without the express consent of the Customer in accordance with clause 7.1.

Services. Reports and Deliverables

7.3 Curious Cat grants the Customer a perpetual (during the Term of this Agreement), non-exclusive, non-sublicensable, non-transferable license to use the Services, Reports and Deliverables provided to the Customer solely for its own direct benefit:

(a) subject to any restrictions specified in the relevant Order Form; and

(b) for the Customer’s internal business use only, unless otherwise stated in the Order Form.

7.4 If the Services, Results and Deliverables provided by Curious Cat to the Customer are used in any way either within the Customer’s business or publicly (where the Customer has been granted the express right to make such public use), the Customer must appropriately reference Curious Cat using Curious Cat’s official company name (“Curious Cats Pty Ltd”), a copyright mark (© [year]) and the Services, Results or Deliverables containing the referenceable material.

7.5 The Customer must not remove, alter, modify, or deface any confidential, copyright, or other proprietary notices contained on, affixed to, encoded, or recorded in any Services, Results or Deliverables.

8. Service Standards

8.1 Curious Cat undertakes that the Services will be performed with due skill and care and to a standard consistent with industry best practices.

8.2 Curious Cat will encrypt the Data prior to transmission and the Data will be transferred via the latest compatible and stable Transport Layer Security (TLS).

8.3 Notwithstanding the foregoing, Curious Cat:

(a) does not warrant that the Customer's use of the Services and Software will be uninterrupted, error-free, will not contain Malicious Code or other conditions which could damage or interfere with software, data, hardware or systems with which it might be used or interface with; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4 The Customer acknowledges and agrees that Curious Cat does not have any obligation to monitor or check the truth, accuracy, completeness or adequacy of the Data that is accessed and transmitted to Curious Cat for the purposes of providing the Services.

8.5 Curious Cat is not responsible or liable for any inaccuracies in the Reports or the Services to the extent that such inaccuracies are caused directly or indirectly by the Data not being true, accurate, complete and/or adequate or by information provided by third parties not being true, accurate, complete and/or adequate.

8.6 To the extent permitted by law, all conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied by statute, custom or the common law are excluded from this Agreement. If a supply under this Agreement is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law, nothing contained in this Agreement excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law, provided that, to the extent that the Australian Consumer Law permits Curious Cat to limit its liability, then its liability is limited to:

(a) in the case of Services, the cost of supplying the Services again or payment of the cost of having the Services supplied again; and

(b) in the case of goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.

9. Customer Responsibilities

9.1 The Customer represents and warrants that it shall:

(a) provide Curious Cat with:

(i) all necessary co-operation in relation to this Agreement; and

(ii) all necessary access to such information as may be reasonably required by Curious Cat,

in order to render the Services, including but not limited to Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(c) carry out all other Customer responsibilities set out in this Agreement and any Order Form in a timely and efficient manner;

(d) ensure that its personnel use the Services, Results and any Deliverables in accordance with the terms and conditions of this Agreement and shall be responsible for any personnel’s breach of this Agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Curious Cat, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by Curious Cat from time to time;

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Curious Cat’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;

(h) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

(i) not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(j) not access all or any part of the Software or Services in order to build a product or service which competes with the Software or Services.

10. Fees and payment

10.1 Unless otherwise agreed, the Customer must pay all Fees in any invoice submitted by Curious Cat within 30 days of the end of the month in which the invoice was received.

10.2 If Curious Cat has not received payment of all fees in full within 30 days after the due date, and without prejudice to any other rights and remedies it may have, Curious Cat:

(a) shall, without liability to the Customer, be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) may charge interest on any outstanding amount at the Interest Rate, from the time the amount should have been paid until it is paid.

10.3 Interest accrues daily, may be capitalised by Curious Cat and is payable on demand.

11. Audit

11.1 If the customer is paying for licences, Curious Cat may conduct an audit of the Customer’s compliance with this Agreement.

11.2 The Customer must give Curious Cat (including any internal or external auditor and adviser of Curious Cat) full access, on 5 Business Days’ notice, to the Customer’s documents, accounts, data and records relating to this Agreement in electronic or paper form as Curious Cat reasonably requires, whether located in Australia or elsewhere, in order to investigate and determine the Customer’s compliance with the terms of this Agreement

11.3 The Customer must promptly and efficiently give Curious Cat any assistance that it may reasonably require in order to exercise its rights under this clause 11.

11.4 All costs incurred by Curious Cat in conducting any audit will be borne by Curious Cat unless the results of any audit, in Curious Cat’s reasonable opinion, indicate that there is a material non-compliance by the Customer. In such circumstances, the Customer will reimburse Curious Cat for all costs incurred in conducting the audit within 30 providing a tax invoice to the Customer. days of Curious Cat

12. Termination

For convenience

12.1 Subject to the terms of any Order Form, either Party may terminate this Agreement in whole or in part, on 90 days’ written notice to the other Party, at any time and for any reason in its absolute discretion.

For cause

12.2 Either Party may terminate this Agreement with immediate effect by giving notice to the other Party (Defaulting Party) if the Defaulting Party:

(a) commits a breach of this Agreement, which is incapable of remedy, or which the Defaulting Party fails to remedy within 30 days after being required to do so; or

(b) is the subject of or suffers an Insolvency Event.

13. Indemnity

13.1 Each party indemnifies the other party and any of its personnel (each an Indemnified Party) against any and all claims, actions, proceedings, damages, losses, liabilities, costs, charges and expenses (including legal costs and expenses on a solicitor client basis) suffered or incurred by the Indemnified Party arising directly or indirectly from:

(a) a third party alleging that:

(i) in the case of the Customer, the Data; and

(ii) In the case of Curious Cat, the Services, Results and Deliverables,

infringe or misappropriate the third party’s Intellectual Property Rights or other proprietary rights;

(b) a Party breaching any warranty under this Agreement;

(d) any fraud, negligence, reckless act or omission or wilful misconduct in connection with this Agreement.

13.2 The liability for any loss suffered or incurred by a Party pursuant to any indemnity provided under this Agreement will be reduced proportionately to the extent that the Indemnified Party caused or contributed to such loss.

14. Liability

14.1 To the fullest extent permitted by law, and regardless of the form of action, whether in contract or in tort, including negligence and strict liability, Curious Cat’s total liability, if any, for any and all claims arising out of or in connection with this Agreement shall not exceed the total Fees (excluding taxes) paid by the Customer to Curious Cat in the 12 months prior to the event giving rise to any claim.

14.2 Excluding the obligation of the Customer to pay fees to Curious Cat and subject to law, neither Party shall not be liable to the other Party for any other consequential, indirect or incidental loss, loss of profits, loss of anticipated savings and loss of opportunity arising from or about the performance or non-performance of its obligations under this Agreement howsoever arising.

15. Confidential information

15.1 Each Party must keep the Confidential Information of the other Party secret and confidential and may only use Confidential Information for the purposes of this Agreement.

15.2 Each Party must immediately notify the other Party of any suspected or actual unauthorised use, copying or disclosure of Confidential Information.

15.3 Each Party may disclose the Confidential Information of the other Party:

(a) to personnel who have a need to know for the purposes of this Agreement (and only to the extent that each has a need to know) and before disclosure, have been directed to keep confidential all Confidential Information; or

(b) where it is required by law, provided the disclosing party must before doing so, notify the other party (if legally permitted) and provide a reasonable opportunity for the affected party to take any steps that it considers necessary to protect the confidentiality of that information, and notify the third person that the information is Confidential Information.

16. Privacy

16.1 Each Party must:

(a) in respect of any Personal Information, comply at all times with the Privacy Laws;

(b) subject to the Privacy Laws and consents obtained from the relevant individuals, treat the Personal Information as Confidential Information; and

(c) immediately notify the other Party upon becoming aware of a breach of this clause 16or any breach of, or action required under, the Privacy Laws.

16.2 Curious Cat will:

(a) only collect, use or disclose Personal Information as authorised under this Agreement, or for the sole purpose of providing the Services;

(b) use all reasonable endeavours to protect the Personal Information from misuse, interference and loss and from unauthorised access, modification or disclosure;

16.3 The Customer represents and warrants to Curious Cat that where it provides any Personal Information it has collected to Curious Cat in connection with this Agreement, it has provided all necessary notices to, and obtained all necessary consents from, individuals in respect of the collection of Personal Information from such individuals, disclosure of the same to Curious Cat and any use and disclosure by Curious Cat for the purposes set out in this Agreement.

17. Force Majeure Event

17.1 If a Force Majeure Event prevents a Party (Affected Party) from performing its obligations under this Agreement:

(a) the Affected Party must promptly notify the other Party of the obligations which will be affected by the Force Majeure Event;

(b) those obligations of the Affected Party will be suspended for the time the Force Majeure Event continues;

(d) neither Party will be liable to the other Party for any liabilities, losses, damages, costs or expenses the other Party suffers or incurs because of that Force Majeure Event.

18. Disputes

18.1 If any dispute, question or difference of opinion between the Customer and the Curious Cat arises out of, or in connection with, this Agreement (Dispute), a Party may give to the other Party a notice (Dispute Notice) specifying the Dispute and requiring its resolution under this clause 18.

18.2 If the Dispute is not resolved within 7 days after a Dispute Notice is given to the other Party, each Party must nominate one senior representative to resolve the Dispute (each, a Dispute Representative).

18.3 If the Dispute is not resolved within 30 days of the Dispute being referred to the respective Dispute Representatives, either Party may commence legal proceedings in an appropriate court to resolve the matter.

18.4 During the existence of any Dispute, the Parties must continue to perform all their obligations under this Agreement without prejudice to their position in respect of such Dispute, unless the Parties otherwise agree.

18.5 Nothing in this Clause 18 prevents a Party from seeking any urgent interlocutory or other equitable relief.

19. Goods and services tax

19.1 Words or expressions used in this clause 13 which are defined in the GST Law have the same meaning in this clause.

19.2 Any consideration to be paid or provided to a Customer for a supply made under or in connection with this Agreement, unless specifically described in this Agreement as GST inclusive, does not include an amount on account of GST.

19.3 Despite any other provision in this Agreement, if the Customer makes a supply under or in connection with this Agreement on which GST is payable (not being a supply the consideration for which is specifically described in this Agreement as GST inclusive):

19.4 the consideration payable or to be provided for that supply under this Agreement but for the application of this clause (GST exclusive consideration) is increased by, and recipient must also pay to the Customer, an amount equal to the GST exclusive consideration multiplied by the prevailing rate of GST (GST Amount); and

19.5 the GST Amount must be paid to the Customer without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.

19.6 If a payment to a Party under this Agreement is a reimbursement or indemnification, or otherwise calculated by reference to a loss, cost or expense incurred by that Party, then the payment will be reduced by the amount of any input tax credit to which that Party, or the representative member of the GST group that Party is a member of (as the case may be), is entitled in respect of that loss, cost or expense.

19.7 The Customer shall give a tax invoice in respect of a taxable supply made under or in connection with this Agreement.

20. Notices

20.1 Any notice, demand, consent, request or other communication (a Notice) given or made under this Agreement:

(a) must be in writing, signed by a person duly authorised by the sender and refer specifically to this Agreement;

(b) must be delivered to the intended recipient by hand, recognised overnight delivery service (costs prepaid) or email, addressed to the parties as set out in the Order Form or such other addresses or details notified by the parties from time to time.

(i) in the case of delivery in person, when delivered by hand;

(ii) in the case of an overnight delivery service, on the second day after deposit with an internationally recognised overnight delivery service; and

(iii) in the case of delivery by email, on the first to occur of:

(A) receipt by the sender of an acknowledgement from the recipient’s information system showing that the notice has been delivered;

(B) the time that the notice enters an information system which is under the control of the recipient; and

20.2 A notice that is deemed conclusively given or made after 5.00pm on any day, or on a day that is not a Business Day in the place of receipt, shall be deemed delivered at 9.00am on the next Business Day.

21. General

Assignment and Novation

21.1 Neither Party may assign or novate this Agreement in whole or in part, without the prior consent or the other party, such consent not to be unreasonably withheld or delayed.

Relationship of Parties

21.2 The relationship between the Parties is as independent parties, and does not involve any relationship of agency, fiduciary, employment, partnership, joint venture or association.

Severability of provisions

21.3 A term or part of a term of this Agreement that is illegal or unenforceable may be severed from the Agreement and the remaining terms or parts of the terms of the Agreement shall continue in full force and affect.

No waiver

21.4 A Party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the Party giving the waiver.

Costs and stamp duty

21.5 Each Party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.

No merger

21.6 The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing a transaction.

Amendment

21.7 No amendment or variation of this Agreement is valid or binding on a Party unless made in writing and agreed by both Parties.

Governing law and jurisdiction

21.8 The Agreement is governed by the law applicable in Victoria, Australia, and each Party submits to the jurisdiction of the courts of Victoria.

Entire Agreement

21.9 This Agreement constitutes the entire agreement between the Parties as to its subject matter and supersedes all other representations and agreements about the subject matter of this Agreement.

Counterparts

21.10 This Agreement may be executed in any number of counterparts and all counterparts when exchanged will be taken to constitute one document.

Further assurances

21.11 Each Party must do or cause to be done all things necessary or desirable to give effect to, and must refrain from doing anything that would hinder performance of this Agreement.

22. Interpretation

22.1 In these terms and conditions, unless the contrary intention appears:

Agreement has the meaning given to that term in clause 4.1.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of state and territory fair trading legislation.

Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria.

Commencement Date means the date:

(a) set out in Item 2 of the Order Form;

(b) that the Customer ticks the box indicating its acceptance of these terms and conditions; or

(c) that the Customer downloads or installs the Software or otherwise commences receiving or using, or continues using the Services,

whichever occurs first.

Confidential Information means all information disclosed to the other arty (Recipient) or otherwise acquired by the Recipient which is marked as confidential, treated by the disclosing party as confidential or otherwise by its nature confidential, including any information or records (or copies of information or records) relating to the business, business associates, financial affairs, products, services, Customers or clients of either Party, but excluding information that: (a) a Party creates (whether alone or jointly with any third person) independently of the other Party; or (b) is public knowledge (otherwise than as a result of a breach of confidentiality under these terms and conditions).

Curious Cat means Curious Cat Pty Ltd ACN 661 147 048.

Customer means the customer identified in the Order Form.

Data means all raw data and information (including Personal Information) accessed, retrieved, imported to, and/or transmitted by, Curious Cat from the Customer’s Practice Management System.

Deliverables means all, materials, documents (including Reports), information and items which Curious Cat is required to, or does deliver, under this Agreement.

Force Majeure Event means anything outside the reasonable control of a Party, provided that a strike by employees of the Party or employees of a subcontractor of the Party (or both) is not a Force Majeure Event unless the strike is part of an industry wide campaign that does not arise out of the dispute between that Party or that subcontractor and one or more of its employees.

GST Law has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means any insolvency-related event that is suffered by a Party, including without limitation where: (a) the Party ceases to carry on business; (b) the Party ceases to be able to pay its debts as they become due; (c) the Party disposes of the whole or any substantial part of its assets, operations or business (other than in the case of a solvent reconstruction or reorganisation); (d) any step is taken by a mortgagee to take possession or dispose of the whole or part of the Party's assets, operations or business; (e) any step is taken to enter into any arrangement between the Party and its creditors (other than in the case of a solvent reconstruction or reorganisation); or (f) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator, or other like person of the whole or part of the Party's assets, operation or business.

Intellectual Property Rights or IPR means any and all intellectual property rights, subsisting anywhere in the world, including but not limited to, the following rights:

(a) copyright, patents, circuit layout designs and rights in databases, design rights, trade marks, domain names, trade and business names, inventions, confidential information, trade secrets, technical data and know-how and other proprietary rights;

(b) any registrations and registered applications for any of the rights mentioned above, and all extensions and renewals to any of them;

(d) any right or form of protection of a similar nature and having equivalent or similar effect to any of the rights mentioned above which may subsist anywhere in the world,

but excluding Moral Rights, and similar personal rights, which by law are non-assignable.

Interest Rate means interest at the rate of Reserve Bank of Australia’s Target Cash Rate + 6.5% calculated daily from the due date and continuing until the overdue money is paid.

Malicious Code means any code in any part of a software system or script that is intended to or that does cause undesired effects, security breaches, degradation to system speed or functionality or damage to a system; including attack scripts, viruses, malware, worms, Trojan horses, backdoors, time bombs, and malicious active content.

Moral Rights means the moral rights conferred on individuals by Part IX of the Copyright Act 1968 (Cth).

Order Form means a document titled ‘Order Form’ or any other document setting out the Customer’s request or order for Services.

Personal Information has the meaning given to that term in the Privacy Act.

Practice Management System means the healthcare software system used by the Customer to manage the veterinary practice and includes any point of sale software.

Pre-existing IPR means any Intellectual Property Rights of a Party which:

(a) were created or developed independently of this Agreement;

(b) are specified in this Agreement as Pre-Existing IPR; and/or

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Laws means:

(a) the Privacy Act;

(b) the Spam Act 2003 (Cth);

(d) any other legislation from time to time in force in any:

(i) Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); and/or

(ii) non-Australian jurisdiction (to the extent that either party is subject to the laws of that jurisdiction),

affecting privacy, personal information or the collection, handling, storage, processing, use or disclosure of data; and

(e) any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued by a government agency under an instrument identified in paragraphs (a) to (d),

each as amended, updated or replaced from time to time.

Privacy Policy means Curious Cat’s privacy policy available at https://curiouscat.com.au/privacy, as may be amended from time to time.

Reports means any reports which is developed by or on behalf of Curious Cat in the course of or in connection with the supply of the Services (and includes any Deliverables).

Services means the services provided by Curious Cat under this Agreement and includes the Reports and Deliverables.

Software means the software developed (or licensed from a third party) by Curious Cat and licensed or sublicensed by Curious Cat to the Customer for the purposes of performing or receiving the Services under this Agreement.

In these terms and conditions, unless the contrary intention appears:

(a) the singular includes the plural and vice versa, and a gender includes other genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(d) a reference to time is to Victoria, Australia time;

(e) a reference to a Party is a Party to this Agreement and includes the Party's executors, administrators, successors and permitted assigns and substitutes;

(f) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(g) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(h) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(i) a rule of construction does not apply to the disadvantage of a Party because the Party was responsible for the preparation of the Agreement or any part of it;

(j) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day; and

headings are for ease of reference only and do not affect interpretation.