Terms and Conditions

1. Introduction

Overview:

These Terms and Conditions ("Terms") govern your use of Dragatron's healthcare-driven software-as-a-service platform (the "Service") also marketed as (Dragatron professional services). Dragatron's Service is a cloud-based solution designed for healthcare professionals, patients, and healthcare enterprises to manage health information, pharmacy services, and related healthcare workflows.

By accessing or using the Service, you agree to be bound by these Terms, which form a legally binding agreement between you and Dragatron (referred to as "Dragatron", "we", "us", or "our"). If you do not agree with any part of these Terms, you must not use the Service.

Acceptance:

You accept these Terms by creating an account, clicking "I Agree" (or a similar button) or otherwise using the Service. If you are using the Service on behalf of an organization (such as a hospital, clinic, or pharmacy group), you represent and warrant that you have the authority to bind that organization to these Terms.

Your Responsibility:

You are responsible for ensuring that all users under your account or within your organization comply with these Terms. You must ensure that any information you provide to us is accurate and that your use of the Service complies with all applicable laws and regulations.

2. Subscription and Payment Terms

Subscription Plans:

Access to the Dragatron Service is provided on a subscription basis. The plans, fees and billing periods available are set out on our pricing page and in the order form or sign-up confirmation for your subscription, and apply unless otherwise agreed in writing. All fees are in Australian Dollars and are exclusive of GST, which is added to the price at the time of billing.

Billing and Payment:

Subscription fees are charged in advance of each subscription period. By providing a payment method, you authorize Dragatron to charge the applicable subscription fees and any applicable taxes to that payment method on a recurring basis.

Automatic Renewal:

Subscriptions automatically renew at the end of each subscription term unless you cancel your subscription prior to the end of the current term.

Cancellation Policy:

You may cancel your subscription at any time. Cancellation will take effect at the end of your current paid-up term. No pro-rata refunds are provided for unused portions of an active subscription term, except where required by law.

3. Data Collection, Storage, and Compliance

Privacy Compliance:

We collect, store, and process personal and health information in accordance with applicable privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

Healthcare Data:

If you are a healthcare provider, you must ensure your use of the Service complies with all relevant healthcare laws and regulations, including the Healthcare Identifiers Act 2010 and applicable state/territory health records legislation.

Data Security:

We implement industry-standard security measures to protect data stored in the Service. However, no method of electronic storage or transmission is 100% secure.

4. Service Availability and Support

Availability:

We aim to keep the Service available and reliable, but we do not guarantee that it will be uninterrupted or error-free. Access may be affected by scheduled maintenance, upgrades, or events outside our reasonable control, including the availability of third-party systems such as Medicare or My Health Record. Where practicable, we will give reasonable notice of planned maintenance that is likely to cause significant disruption.

Support:

We provide support for the Service through the channels described in your plan or on our website. Some issues may depend on third parties to resolve, and resolution times are targets, not guarantees. Nothing in this section limits any non-excludable rights you have under the Australian Consumer Law.

5. Service Modifications & New Features

We may update, add, modify, or discontinue features of the Service from time to time to improve it, meet legal or regulatory requirements, or for other legitimate business reasons. We will not make changes that materially reduce the core functionality you subscribe to without giving you reasonable prior notice.

Where a change materially and detrimentally affects your use of the Service, or where we change fees or these Terms for an upcoming renewal, we will notify you in advance (for example, within the Service or by email). Your continued use of the Service after a change takes effect constitutes acceptance of the change; if you do not accept it, you may cancel in accordance with Section 10.

6. AI Usage and Liability

AI-Assisted Features:

The Dragatron platform may include features powered by Artificial Intelligence to assist healthcare decision-making and operations. These AI-driven tools are designed to provide supportive information and suggestions to qualified users – not to make decisions on their behalf.

No Professional Advice:

Dragatron's AI features do not constitute medical or professional advice. Any information generated by the AI should not be solely relied upon for making medical or health decisions. Healthcare professionals remain fully responsible for all decisions and actions taken regarding patient care.

Limitations of AI:

You acknowledge that AI technologies have limitations and can sometimes produce incorrect, incomplete, or biased outputs. Dragatron does not guarantee the correctness, reliability, or suitability of any specific AI-generated result.

7. Third-Party Integrations & Responsibilities

The Service may integrate with third-party and government systems to help you deliver care — for example the Australian Immunisation Register (AIR) and the Healthcare Identifiers Service (both operated by Services Australia), your dispensing or point-of-sale system, and electronic prescription exchanges. Some integrations (such as My Health Record) are only available where they have been separately enabled for your pharmacy. Where data is exchanged with a third-party system, we do so only with appropriate consent and authorisation as outlined in Section 3 (Data Collection, Storage, and Compliance).

Your use of third-party systems may also be governed by that third party's own terms and policies, and you are responsible for any separate licences, credentials, or approvals you need to use them. We are not responsible for the availability, accuracy, or acts and omissions of third-party systems, but we will take reasonable steps on our side to support integrations we offer. If we provide you with API keys or other credentials, you must keep them confidential and secure and use them only as permitted.

8. Security, Breach Notification & User Responsibilities

We implement reasonable technical and organisational measures to protect the Service, including encryption in transit, access controls, and role-based permissions. No system is completely secure, and you share responsibility for security. You must keep your account credentials confidential, use each account only for the individual it belongs to (see Section 11.2), enable available security features such as two-factor authentication, and maintain the security of devices used to access the Service.

You must notify us promptly if you become aware of any actual or suspected security incident, compromise of credentials, or unauthorised access to the Service through your account. We will handle eligible data breaches in accordance with the Notifiable Data Breaches scheme under the Privacy Act 1988 (Cth), and both parties will cooperate reasonably to contain and remediate an incident. If a breach arises from your failure to meet your security obligations, you may be responsible for resulting costs as set out in Section 9.

9. Liability Limitations & Indemnification

To the maximum extent permitted by applicable law, Dragatron shall not be liable for any indirect, incidental, special, consequential, or exemplary damages arising out of your use of the Service.

We do not exclude or limit our liability for any liability that cannot be excluded by law, such as the consumer guarantees under the Australian Consumer Law. You may be entitled to those guarantees even where you acquire the Service for business purposes, and nothing in these Terms purports to exclude, restrict or modify any right or remedy that cannot lawfully be excluded.

Subject to the above, the total aggregate liability of Dragatron to you for all claims is limited to the amount you paid to us for the Service in the 12 months immediately preceding the event giving rise to the claim.

Indemnity: You agree to indemnify Dragatron against reasonable losses, costs and claims arising from your breach of these Terms, your misuse of the Service, or access to the Service through your account (with or without your permission), except to the extent the loss was caused by Dragatron. This indemnity does not require you to indemnify us for liability that cannot be shifted under the Australian Consumer Law.

10. Termination, Refunds & Dispute Resolution

You may terminate this Agreement at any time by cancelling your subscription. Dragatron reserves the right to suspend or terminate your access for material breach of these Terms or violation of applicable law.

Upon termination, we will provide a window of time (30 days) for you to request export of your data. After this period, data may be deleted in accordance with our retention policies.

Refunds are dealt with in accordance with Section 2 and our Refund Policy. Cancellation takes effect at the end of your current paid-up term and, except where required by law (including the Australian Consumer Law), no pro-rata refund is provided for the unused portion of that term.

Dispute resolution: If a dispute arises, the parties will follow this process, except where urgent injunctive relief is required: (1) good-faith negotiation — the party with the concern contacts the other and both attempt to resolve it directly; (2) mediation — if negotiation does not resolve the dispute, either party may propose confidential, without-prejudice mediation (for example through the Australian Disputes Centre or the Law Society of New South Wales), with the mediator's costs shared equally; and (3) arbitration or litigation — if the dispute is not resolved within a reasonable time (for example 45–60 days after mediation is proposed), either party may commence court proceedings in the courts referred to in Section 12, or the parties may by mutual agreement refer the dispute to binding arbitration in Sydney instead. Nothing in this section prevents you from contacting a regulator such as NSW Fair Trading, the ACCC, or the OAIC, or from exercising any right under the Australian Consumer Law.

11. Grant of Licence, Permitted Use, and User Restrictions

This section applies to conduct on and from the date you accept these Terms (or the date these revised Terms take effect, if you already have an account) and does not apply to conduct occurring before that date. In this section, “Customer” means the pharmacy or business entity that contracts with Dragatron, and “Personnel” means the Customer's employees, partners, directors, locums and contractors who are engaged to work in or for the Customer's pharmacy.

11.1 Grant of Licence:

(a) Subject to the Customer's continued compliance with these Terms and payment of applicable fees, Dragatron grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the subscription term, solely for the Customer's internal business purposes in operating its pharmacy. (b) The licence is granted to the Customer as a business entity, and all access is provided on a per-account basis. (c) Account-level responsibility: The Customer is responsible for all access to and use of the Service through its account, whether by its Personnel or by any other person and whether or not authorised by the Customer, as if it were the Customer's own conduct, and must ensure its Personnel are aware of and comply with the restrictions in this section. (d) Dragatron reserves all rights not expressly granted. No title to, or ownership of, the Service or any intellectual property in it passes to the Customer.

11.2 Permitted Use:

(a) The Customer may use the Service only for lawful purposes connected with the delivery of pharmacy and clinical services, and in accordance with these Terms, the applicable documentation, and all applicable laws. (b) The Customer must ensure that each individual who accesses the Service does so under their own individual user account and unique credentials. Account credentials are personal to each user and must not be shared with, or used by, any other person, including other Personnel, and the Customer must not create or maintain shared, generic or role-based logins used by more than one individual. The Customer must keep all credentials secure and maintain reasonable access controls consistent with its obligations under the Privacy Act 1988 (Cth). This clause is to be read consistently with Section 8 (Security, Breach Notification & User Responsibilities), which also prohibits sharing passwords or allowing others to use an account; if there is any inconsistency, the stricter no-sharing requirement prevails.

(c) Usage data and monitoring: Dragatron may collect, use and retain information about access to and use of the Service — including account and user identifiers, IP address, approximate geolocation derived from IP address, device and browser characteristics, and session and activity logs — where such collection is reasonably necessary for one or more of Dragatron's functions or activities, including securing the Service, detecting and investigating misuse, supporting the Customer, meeting legal and regulatory obligations, and improving the Service. Collection, use and disclosure of this information is carried out in accordance with Dragatron's Privacy Policy, and this clause does not expand the collection permitted under that policy.

(d) Compromise notification: The Customer must notify Dragatron promptly after becoming aware of any actual or suspected compromise of credentials, or any unauthorised access to or use of the Service through the Customer's account.

11.3 Restrictions:

The Customer must not, and must not permit any person to: (a) copy, modify, adapt, translate or create derivative works of the Service, except as expressly permitted by these Terms; (b) reverse engineer, decompile or disassemble the Service, or otherwise attempt to derive its source code, except to the extent that such restriction is prohibited by applicable law (including the interoperability and error-correction exceptions under the Copyright Act 1968 (Cth), which cannot be excluded); (c) resell, rent, lease, sublicense, or otherwise make the Service available to any third party, except as expressly permitted by these Terms; (d) remove, obscure or alter any proprietary notices, or use the Service to build, train or benchmark a competing product or service; or (e) introduce malicious code, circumvent access controls or usage limits, or use the Service in a manner that threatens its security or integrity.

(f) Competitor access: The Customer must not permit access to the Service by, or on behalf of, any person who develops, supplies, resells, or provides consulting or implementation services for software that competes with the Service. This restriction is limited to persons in that category and does not restrict access by the Customer's ordinary Personnel who are not acting for such a person. The Customer must not provide, enable or facilitate access to the Service for any person who is not its own Personnel — including another pharmacy or business, or an individual acting for a competitor — whether by sharing a login, creating or issuing an account for that person, or otherwise, and even where the account appears legitimate. Where the Customer is uncertain whether a proposed user falls within this category, it should consult Dragatron before granting access.

11.4 Enforcement, Audit and Termination:

(a) Termination for breach: If the Customer breaches this section, Dragatron may give written notice specifying the breach and requiring it to be remedied within 14 days, and may suspend or terminate the licence if the breach is not remedied within that period. Dragatron may suspend or terminate the licence immediately, without a cure period, only where the breach is a serious breach that is not capable of remedy or that materially harms Dragatron's legitimate interests, including: (i) sharing account credentials with, or granting access to, a competitor of the kind described in clause 11.3(f); or (ii) misappropriation or infringement of Dragatron's intellectual property. Suspension or termination under this clause does not limit any other remedy available to Dragatron.

(b) Remedies: The Customer acknowledges that a breach of this section may cause Dragatron loss that damages alone may not adequately remedy, and that Dragatron may seek injunctive or other equitable relief in addition to recovering damages actually suffered. On termination, fees already paid are dealt with in accordance with the fees and refunds terms of these Terms and the Customer's non-excludable rights under the Australian Consumer Law. Nothing in this section requires the Customer to forfeit fees by way of penalty.

(c) Right to audit: Where Dragatron reasonably suspects misuse of credentials or breach of this section, Dragatron may request access and usage records relevant to the suspected misuse, and the Customer must cooperate reasonably and promptly with a Dragatron investigation, including by providing relevant records and access information within its control. Dragatron will conduct any such investigation in a manner that is reasonable, proportionate to the suspected breach, and consistent with its privacy obligations. This clause does not entitle Dragatron to access the Customer's premises or systems beyond records relating to use of the Service.

(d) Beta and preview features: From time to time Dragatron may make early-access, beta or preview features available. Such features, and any related information, are confidential to Dragatron. The Customer must not disclose them to any third party, and must not replicate, or assist any person to replicate, their functionality or design. These obligations apply whether or not the feature is later released generally, and survive for 3 years after the Customer's access to the relevant feature ends (or, for anything that is a trade secret, for so long as it remains a trade secret).

(e) Survival: The obligations of confidentiality (including under clause 11.4(d)) and the intellectual property provisions of this section survive termination or expiry of these Terms.

(f) Consumer guarantees: Nothing in this section excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded, restricted or modified.

12. Governing Law & Regulatory Compliance

These Terms are governed by the laws of the State of New South Wales, Australia, and the laws of the Commonwealth of Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales. This does not prevent either party from bringing proceedings in another Australian court where the law requires or permits — for example, matters under the Australian Consumer Law that may be heard in the Federal Court or in the courts of the state or territory where you are located.

The Service is clinical software that provides information and decision support to qualified health professionals; it is not marketed or supplied as a registered medical device. To the extent any functionality is or becomes a regulated medical device under the Therapeutic Goods Act 1989 (Cth), Dragatron will take the steps required by law (including registration on the Australian Register of Therapeutic Goods or relying on an available exemption). Each party is responsible for compliance with the laws that apply to it in connection with the Service.