Terms of Service

1. Definitions

In these Terms, unless the context otherwise requires:

• "ClinicIQ Solutions" means ClinicIQ Solutions | John Saenz - ABN : 55 882 511 758
• "Client" means any person or entity using our services
• "Services" includes automation solutions, website development, consulting, downloads, and calculators
• "Website" means cliniciq.com.au and all associated web pages
• "User Content" means any content provided by the Client
• "Intellectual Property" includes trademarks, copyright, patents, and trade secrets

2. Services Description

Automation Solutions

We provide custom business process automation solutions designed to streamline workflows and improve efficiency. Services include workflow analysis, automation design, implementation, and support.

Website Development

We offer professional website development services including design, development, hosting setup, and maintenance. All websites are built to be responsive and optimized for performance.

Consulting Services

We provide business consulting services focused on digital transformation, process optimization, and technology implementation strategies.

Downloads and Resources

We offer free downloadable resources including templates, tools, and guides. These are provided "as is" and may be subject to separate terms of use.

Calculators

We provide online business calculators and analysis tools to assist with decision-making. Results are estimates and should be verified independently.

3. Client Responsibilities

As a Client, you agree to:

• Provide accurate, complete, and timely information required for service delivery
• Cooperate with our team and provide necessary access to systems and information
• Pay all fees and charges on time as specified in your service agreement
• Ensure you have the right to provide any User Content for use in our services
• Maintain the security of your accounts and login credentials
• Use our services in compliance with applicable laws and regulations
• Not interfere with or disrupt the proper working of our services

4. Fees and Payment Terms

Pricing

Service fees are provided in quotes or proposals and are valid for 30 days unless otherwise specified. Prices are in Australian dollars and are subject to change.

Payment Terms

• Projects: 50% deposit required to commence work, with balance due upon completion
• Retainers: Monthly invoices due within 14 days of invoice date
• Consulting: Payment required prior to consultation commencement

Late Payments

Late payments may incur interest at the rate of 10% per annum or the maximum rate permitted by law, whichever is greater. We reserve the right to suspend services for overdue accounts.

Additional Costs

Additional costs may apply for third-party services, hosting, domains, and premium software licenses. These will be clearly identified in your quote.

5. Intellectual Property Rights

ClinicIQ Solutions Property

All intellectual property rights in our services, methodology, software, and materials remain the property of ClinicIQ Solutions unless otherwise agreed in writing.

Client Property

You retain ownership of your User Content and any pre-existing intellectual property you provide to us.

Deliverables

Upon full payment, you receive ownership of the final deliverables specifically created for you, subject to our right to use similar methodologies and solutions for other clients.

Licenses

We grant you a non-exclusive, non-transferable license to use our services and deliverables for your business purposes. We reserve the right to showcase completed projects in our portfolio.

6. Confidentiality

Both parties agree to maintain the confidentiality of:

• Business information, strategies, and plans
• Technical information and processes
• Customer lists and proprietary data
• Any information marked as confidential

This confidentiality obligation continues after the termination of our business relationship and is subject to reasonable exceptions, including legal requirements and public information.

7. Service Delivery and Timeline

Project Timeline

Project timelines are estimates based on current information. Delays may occur due to factors beyond our control, including client delays, technical issues, or third-party dependencies.

Client Delays

If client delays prevent timely project completion, we may adjust timelines and costs accordingly.

Acceptance Criteria

Project deliverables are considered accepted when the client confirms satisfaction in writing or after 7 days of delivery without reasonable objection.

Support and Maintenance

Support services are specified in your service agreement and may include bug fixes, updates, and technical assistance during business hours.

8. Warranties and Disclaimers

Our Warranties

We warrant that our services will be provided with reasonable care and skill, in accordance with industry standards. All services comply with the guarantees under the Australian Consumer Law.

Limitations

We do not warrant that:

• Our services will be error-free or uninterrupted
• Results will meet your specific business outcomes
• Third-party services or integrations will remain available

Client Responsibilities

You are responsible for maintaining backups of your data and ensuring compatibility with your existing systems.

9. Limitation of Liability

Exclusion of Liability

To the maximum extent permitted by law, our liability is limited as follows:

• Services: The cost of re-providing the services or refunding the fees paid
• Goods: Replacement or repair of goods, or refund of the purchase price
• Consequential Loss: We are not liable for any consequential, indirect, or special damages

No Liability for Business Loss

We are not liable for loss of profits, revenue, data, or business opportunities, even if advised of their possibility.

Third-Party Service Limitations

Our services rely on third-party providers (hosting, software, communication tools, international services). We are not liable for:

• Service Outages: Downtime, unavailability, or performance issues of third-party services
• Data Issues: Data loss, corruption, or unauthorized access in third-party systems
• International Factors: Actions by foreign governments, international legal requirements, or cross-border data transfer issues
• Security Breaches: Security incidents involving third-party providers outside our direct control

International Data Transfer Risks

While we implement appropriate safeguards for international data transfers, we cannot be held responsible for:

• Government access to data stored in foreign jurisdictions
• Differences in international data protection laws and standards
• Interception or access to data during international transmission
• Changes to foreign laws that affect data protection

Technology and Internet Limitations

We are not liable for:

• Internet connectivity issues, bandwidth limitations, or network failures
• Software bugs, compatibility issues, or technology failures
• Cybersecurity threats, malware, or hacking attempts
• Force majeure events, natural disasters, or circumstances beyond our control

Total Liability

Our total liability to you for any claim related to our services is limited to the total fees paid for the relevant service. This limitation applies to all claims, whether based on contract, tort (including negligence), or otherwise.

Your Acknowledgment

You acknowledge that:

• You have assessed these risks and accept them as part of using our services
• The limitations of liability are reasonable and reflect the allocation of risk between us
• The fees charged for our services reflect these limitations

10. Termination

Termination by Client

You may terminate services by providing 14 days written notice. You will be responsible for payment for all work completed up to the termination date.

Termination by ClinicIQ Solutions

We may terminate services if you:

• Breach these Terms and fail to remedy the breach within 14 days
• Fail to pay fees when due
• Provide false or misleading information
• Use our services for illegal purposes

Effect of Termination

Upon termination, you must pay all outstanding fees, and we will provide any completed work subject to payment of outstanding amounts.

11. Website Use Terms

Permitted Use

You may use our website for legitimate business purposes and in accordance with these Terms. You must not:

• Use automated tools to access our website excessively
• Attempt to interfere with website security or functionality
• Reproduce or redistribute content without permission
• Use the website for illegal or harmful purposes

Links to Third-Party Websites

Our website may contain links to third-party websites. We are not responsible for the content or practices of these websites.

12. Privacy and Data Protection

Privacy Commitment: Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which forms part of these Terms.

Australian Compliance: We comply with the Privacy Act 1988 (Cth) and Australian Privacy Principles in handling your personal information.

International Data Transfers: While we prioritize keeping your data within Australia, our services may require transferring data to international service providers. We implement appropriate safeguards, but please note:

• We cannot be held responsible for actions of foreign governments or legal requirements in other jurisdictions
• We are not liable for security breaches of international third-party providers outside our direct control
• Data protection laws vary significantly between countries, and some may not offer the same level of protection as Australian law

Third-Party Service Limitations: Our services rely on third-party providers (hosting, analytics, communication tools). While we carefully select these providers, we:

• Cannot guarantee the security or availability of third-party services
• Are not responsible for data loss, corruption, or unauthorized access in third-party systems
• Cannot control how foreign governments may access data stored with international providers

Your Responsibility: By using our services, you acknowledge and accept these limitations regarding international data transfers and third-party service dependencies.

13. Dispute Resolution

Good Faith Negotiation

If a dispute arises, we will first attempt to resolve it through good faith negotiation.

Mediation

If negotiation fails, either party may refer the dispute to mediation in accordance with the rules of a recognized mediation service.

Governing Law

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Any legal proceedings will be heard in the courts of New South Wales.

14. General Provisions

Entire Agreement

These Terms, together with any service agreement, constitute the entire agreement between us and supersede all prior communications.

Severability

If any provision of these Terms is invalid or unenforceable, the remaining provisions continue in full force and effect.

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

Assignment

You may not assign your rights or obligations under these Terms without our written consent.

Changes to Terms

We may update these Terms from time to time. Changes will be effective when posted on our website. Continued use of our services constitutes acceptance of the updated Terms.

15. Your Consumer Rights

Nothing in these Terms limits or excludes any rights you have under the Australian Consumer Law, including:

• Guarantee that services are provided with due care and skill
• Guarantee that services are fit for the specified purpose
• Guarantee that services are delivered within a reasonable time
• Right to remedies for major failures
• Right to compensation for reasonably foreseeable loss or damage

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

16. Australian Jurisdiction and Service Limitations

Australian-Focused Business: ClinicIQ Solutions is an Australian business operating under Australian law. These Terms of Service are designed for compliance with Australian legislation and are primarily intended for Australian clients.

Governing Law: These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Any legal proceedings will be heard in the courts of New South Wales.

Service Limitations: While we strive to provide reliable services, we must acknowledge certain limitations beyond our control:

• International Dependencies: Our services may rely on international infrastructure, software, or service providers
• Third-Party Reliance: We depend on third-party providers for hosting, communication, analytics, and other essential services
• Technical Limitations: Internet connectivity, software compatibility, and hardware requirements
• Legal Compliance: Varying legal requirements across different jurisdictions for international clients

Risk Acknowledgment: You acknowledge and agree that:

• Our services are designed primarily for use within Australia
• International use may involve additional risks and limitations
• While we take reasonable precautions, some factors remain outside our control
• Our liability is limited as outlined in Section 9 of these Terms
• You are responsible for ensuring compliance with your local laws when using our services internationally

No Warranty for International Use: While we make our services available internationally where technically feasible, we make no warranties about:

• Compliance with non-Australian laws or regulations
• Service availability or performance in international locations
• Data protection standards in foreign jurisdictions
• Compatibility with international technical requirements

Your Acceptance: By using our services from outside Australia, you acknowledge that:

• You understand and accept these limitations
• You do so at your own risk
• You are responsible for assessing the suitability of our services for your international needs
• Australian consumer protections may have limited applicability in your jurisdiction

Contact Information

If you have any questions about these Terms of Service, please contact us: