PracSuite | Terms of Service

Terms of Service

Last Updated: 4 August 2026

These terms and conditions of service (Terms of Service) apply between Smartsoft Pty Ltd ACN 008 110 558 (Smartsoft, We, Our, Us) and You (Subscriber, You, Your) and Your use of the program known as PracSuite. These Terms of Service constitute a binding agreement between Smartsoft and the Subscriber from the Effective Date. Any Purchase Order (including a Direct Debit Request Form) forms part of the Agreement from the date it is accepted. If there is any inconsistency between the Terms of Service and the Purchase Order, the relevant provision in the Purchase Order prevails. The Subscriber and Smartsoft are each a party to the Agreement and are together referred to as "Parties".

Our contact information is as follows:

Smartsoft Pty Ltd ACN 008 110 558

107 Flinders Street, Adelaide, SA, 5000

Phone: +61 8 8361 2666

businesscare@smartsoft.com.au

1. Terms of Service

1.1 Acknowledgement

The Subscriber:

(a) agrees to access and use PracSuite for the Term with the number of End Users as the Subscriber authorises, with Fees payable in respect of Chargeable End Users in accordance with clause 3.5;

(b) must not, without Smartsoft’s prior written consent, use or permit the use of PracSuite in connection with a business or practice established in the European Economic Area, the United Kingdom or the United States;

(c) acknowledges and agrees that it has had sufficient opportunity to read and understand the terms of the Agreement and that the person that accepted these Terms of Service on behalf of the Subscriber is legally able and authorised to bind the Subscriber to, and the Subscriber is bound by, the terms of the Agreement;

(d) acknowledges that these Terms of Service were brought to Your attention prior to accepting them;

(e) warrants that the information provided regarding its contact and business information is true and accurate in all respects, and that Smartsoft may contact You to confirm the information you provided to us.

2. Definitions Used in These Terms of Service

In these Terms of Service, unless the context or subject matter requires otherwise:

Account means the user name and access credentials linked to an account authorised by the Subscriber that allows each of its End Users to access and use PracSuite.

ACL means the Australian Consumer Law, comprised in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Act means the Corporations Act 2001 (Cth).

Agreement means the agreement constituted by these Terms of Service as accepted by or on behalf of the Subscriber on the Effective Date, together with the Purchase Order (including a Direct Debit Request Form) subsequently accepted by the Subscriber. The purchase terms of the SMS Credits are set out in clause 21.

Annexure means the Annexure to these Terms of Service.

Artificial Intelligence (AI) means computer systems or software capable of performing tasks requiring human intelligence, such as reasoning, learning, and decision-making. In PracSuite, AI assists in recording and managing clinical notes and letters using machine learning and natural language processing.

API means the application programming interface made available by Smartsoft that enables programmatic access to PracSuite functionality and Data, as further described in the API Documentation.

API Documentation means the technical specifications, endpoint references, usage guidelines and policies relating to the API made available by Smartsoft on the Website or developer portal, as updated by Smartsoft from time to time.

API Key means the Vendor API Key and Subscriber API Key, collectively, issued or configured in connection with a Subscriber's API access.

Change of Control means, in relation to the Subscriber, the person who controls the Subscriber at the date when it enters into the Agreement subsequently ceasing to have control during the Term.

Chargeable End User means an End User who is an active practitioner of the Subscriber and in respect of whom End User Fees are payable.

Claim means, in relation to a party, a demand, threat, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent.

Client means a client, customer or patient of the Subscriber whose Data is added to PracSuite by an End User.

Commencement Date means the date on which the Subscriber signs or otherwise accepts the Purchase Order.

Data means all data, information, records, files, documents and other content contained within, or held by Smartsoft on behalf of the Subscriber in connection with, the Subscriber’s PracSuite subscription, regardless of its source or the manner in which it was entered, uploaded, imported, received or generated, including:

(a) data imported or migrated into PracSuite as part of onboarding or a data transfer;

(b) data entered, uploaded or otherwise provided by the Subscriber, its End Users or Clients;

(c) data received through an API, integration, online booking form, patient form or other PracSuite functionality;

(d) files, documents, images and other attachments uploaded to PracSuite by Clients;

(e) data, records and documents generated by PracSuite for the Subscriber in connection with the Subscriber’s account, including reports, invoices and account-level audit logs,

but excluding Smartsoft’s software, Documentation, templates, system configurations and internal technical, diagnostic and security data.

Documentation means all documentation relating to the access, use, operation or functionality of PracSuite that is created or made available by Smartsoft, including manuals, user guides, specifications, instructions, training materials, knowledge-base materials and API Documentation.

Data Breach means any unauthorised access to, unauthorised disclosure of, or loss of, Personal Information held by a Subscriber in PracSuite about its Clients where the access, disclosure or loss is likely to result in serious harm to any of the individuals to whom the information relates.

Effective Date means the date on which these Terms of Service are first accepted by or on behalf of the Subscriber.

End User means a person authorised by the Subscriber to access and use PracSuite for the Term. End Users include both Chargeable End Users (active practitioners who attract End User Fees) and non-chargeable End Users such as administrative, reception and billing staff who may access PracSuite without attracting End User Fees, subject to the Fair Use Policy in clause 17.

Eligible Data Breach has the meaning given by the Privacy Act.

End User Fees means the amount of money that the Subscriber agrees to pay Us per Chargeable End User to access PracSuite from the Commencement Date. This is calculated by reference to the number of Chargeable End Users, excluding fees for PracSuite AI, SMS Credits and any other optional products or services, and is subject to change in accordance with these Terms of Service.

Fees mean the End User Fees and the Other Fees.

Force Majeure Event means any cause or event beyond the reasonable control of the affected Party, including: an act of God, fire, lightning, explosion, flood or other natural disaster; epidemic or pandemic or government-declared public health emergency; act of terrorism, insurrection, civil disorder or military operation; power or gas shortage; government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo; inability or delay in obtaining governmental approvals; strikes, lock-outs or other industrial disputes; failure or outage of internet, telecommunications or cloud infrastructure; cyber attack, ransomware, distributed denial of service attack or other malicious interference with systems; or failure of a critical third-party supplier whose services are outside the affected Party's reasonable control.

Intellectual Property means all registered and unregistered industrial and intellectual property rights including trade marks, patents, copyright, rights to information contained in databases, design rights, trade secrets, rights of confidence, and all forms of protection of a similar nature or having similar effect anywhere in the world.

Liabilities or Liability means Claims, losses, damages, liabilities, costs (including legal Fees on a full indemnity basis) or expenses of any kind and however arising, including penalties, fines and interest.

Modern Slavery Act means the Modern Slavery Act 2018 (Cth).

Notice means a notice, demand, consent or communication sent pursuant to a clause of these Terms of Service that must be in writing and in English, hand delivered or sent by pre-paid post or email.

Other Fees means any fee other than the End User Fees including any PracSuite AI subscription fees, payable by the Subscriber from time to time as published at https://www.pracsuite.com/pricing.

PracSuite means the cloud-based practice management system which Smartsoft provides to the Subscriber and its End Users to access and use under the terms of the Agreement.

Personal Information has the meaning given by the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth), as amended or replaced from time to time.

Privacy Laws mean all applicable mandatory privacy laws which regulate the disclosure, use and collection of personal information, including State and Territory health records laws and the Privacy Act.

Purchase Order means the purchase order in respect of PracSuite, which We prepare and You accept, including by You accepting the same online.

Sensitive Information has the meaning given by the Privacy Act.

Subscriber API Key means the unique API key generated and configured by the Subscriber within PracSuite that defines the specific scope of data access permitted for a given API integration, including which data categories may be accessed and whether access is read-only or includes write operations, as further described in clause 20.5 of these Terms of Service.

Subscriber means the person, company, partnership or other trading entity that has agreed to use PracSuite under the Agreement.

Subscription Period means the subscription period specified in the Purchase Order, commencing on the Commencement Date.

Term means the period of time during which the Subscriber obtains the right to access PracSuite under the Agreement, being the period commencing on the Effective Date and ending at the expiration or termination of the Agreement in accordance with its terms, including any month-to-month continuation under clause 3.6.

Third-Party Developer means any person or entity other than the Subscriber or its End Users who accesses or seeks to access the API using a Vendor API Key.

Update means any modifications, new or revised versions of PracSuite required for Us to add new features, enhance existing functionality, operate more efficiently, or other necessary changes as determined by Us at Our sole discretion.

Vendor API Key means the API key issued by Smartsoft to a Third-Party Developer following Smartsoft's limited administrative review process described in clause 20.3 of these Terms of Service or an API key issued under clause 20.4 (as applicable).

Website means the website located at www.pracsuite.com.

3. Grant of Right to Access PracSuite

3.1 Commencement

The terms of the Agreement commence on the Effective Date and continue for the Term unless terminated according to the terms and conditions contained herein and subject to clause 3.6.

3.2 Rights Granted

Smartsoft grants the Subscriber a non-transferrable and non-exclusive, limited licence for the Subscriber and its End Users to access and use PracSuite on the terms of the Agreement during the Term (Licence).

3.3 Minimum System Requirements

In order for PracSuite to function, End Users must have:

(a) a stable internet connection with one (1) Mb/s download and upload speed; and

(b) a web browser that We advise is suitable for End Users to use.

3.4 Use of PracSuite

The Subscriber agrees:

(a) to authorise its End Users to use PracSuite only for its own business purposes;

(b) not to grant or otherwise allow access or use of PracSuite to any person other than an End User;

(c) to use PracSuite and the Documentation only for the purposes for which they are provided; and

(d) to comply in all respects with its obligations contained in the Agreement.

3.5 Payment of Fees

(a) The Subscriber agrees to pay the End User Fees to Smartsoft based on the number of Chargeable End Users in the subscription at the time of each billing cycle, which corresponds to the number of active practitioners. The number of Chargeable End Users will change as active practitioners are added to or removed from the subscription. The Subscriber is responsible for ensuring that the number of Chargeable End Users recorded in the subscription accurately reflects the Subscriber's active practitioners at all times. The number of Chargeable End Users recorded in the Purchase Order reflects the expected number of active practitioners at the Commencement Date based on information provided by You. Up to date information regarding Our Fees is available at https://www.pracsuite.com/pricing.

(b) Where the number of Chargeable End Users increases during a billing cycle as active practitioners are added, a pro-rata fee will apply for the additional practitioners for the remainder of that billing cycle. Where the number of Chargeable End Users decreases as active practitioners are removed, the adjustment will take effect from the start of the following billing cycle.

(c) The Subscriber must pay End User Fees and any Other Fees monthly in advance. Once a new billing month begins, the full monthly fee becomes payable and is non-refundable, regardless of whether the subscription is later cancelled partway through that month.

(d) We may, at Our sole discretion, apply Fees on a pro-rata basis depending on the Commencement Date.

(e) The PracSuite AI feature is available as an optional add-on to this subscription. If the Subscriber enables PracSuite AI, the terms of clause 10 apply, including the applicable per-practitioner subscription fee, billing arrangements, the Subscriber's obligations in respect of AI-generated documents, and the fair use policy. The PracSuite AI subscription fee is separate from and in addition to the End User Fees payable under this clause 3.5.

3.6 Renewal or Extension of the Subscription

After the expiry of the Subscription Period, the terms of the Agreement continue on a month-to-month basis, subject to the Subscriber's compliance with the terms of the Agreement, including clause 3.5. The applicable Fees at renewal are as published at https://www.pracsuite.com/pricing at that time, provided that fee changes at renewal are notified in accordance with clause 19.11. Where the Subscriber has enabled PracSuite AI, the AI subscription will also expire at the end of the Subscription Period unless the Subscriber renews its PracSuite subscription and the AI feature remains enabled.

3.7 Cancellation

(a) The Subscriber may cancel its subscription at any time in accordance with clause 16.3.

(b) On cancellation, the Subscriber will retain access to PracSuite for the remainder of the current billing period. No refund will be provided for Fees already paid for that period, subject to clause 16.4(b) where applicable.

4. Use of Account

4.1 Security Obligations

The Subscriber is responsible for all activity that occurs within its PracSuite account, whether authorised or not. This includes ensuring that End Users:

(a) keep their Account credentials confidential and do not share them with unauthorised persons;

(b) create Accounts only using their true identity; and

(c) enter accurate and complete Data about Clients.

The Subscriber must notify Smartsoft promptly if it suspects any unauthorised access to or use of its account.

4.2 Use of Account Information

The Subscriber warrants that its End Users are:

(a) responsible for ensuring that they are the only persons accessing PracSuite using its Account;

(b) expressly prohibited from sharing its Account information with third parties; and

(c) responsible for ensuring that they allow the use of cookies whilst using PracSuite.

4.3 Backing up the Subscriber's Data

The Subscriber's Data held in PracSuite is backed up by Smartsoft at a minimum of once every 24 hours, with backups retained for a minimum of 31 but up to 60 days. Smartsoft will not be responsible for any damage, loss, cost or expense arising from the destruction, damage or loss of, or failure to back up, Data where that failure is caused by circumstances outside Smartsoft's reasonable control, including failures attributable to third-party infrastructure providers. To the extent permitted by law, Smartsoft's liability for any backup failure within its reasonable control is limited to direct loss only and excludes indirect or consequential loss, subject to clause 14.

5. Rights in Relation to Intellectual Property

(a) The Subscriber and its End Users do not obtain any express or implied Intellectual Property rights in PracSuite beyond the right to access and use it during the Term.

(b) The Subscriber retains ownership of the Data and the Intellectual Property in the material (if any) uploaded by its End Users to PracSuite. The Subscriber provides an irrevocable, royalty-free licence to Smartsoft to use the Data for the purpose of operating PracSuite for the Subscriber.

6. Support and Maintenance

6.1 Support

(a) During the Term, We will provide reasonable levels of helpdesk and technical support in relation to the basic use and functionality of PracSuite by telephone, email, online chat and self-service knowledge base on our Website.

(b) Any information, guidance or assistance We provide through Our sales, onboarding, account management or support services is limited to general information about the access to, operation and functionality of PracSuite and does not include the provision of general computing, hardware, third-party software, internet connectivity, business, accounting, payroll, taxation, employment, financial, legal, clinical or other professional advice.

(c) Any explanation of a report, dashboard, calculation, output or other information generated or displayed by PracSuite is provided as general product guidance only. We do not warrant that such guidance is suitable for any particular business, remuneration, compliance or professional decision. The Subscriber is responsible for independently reviewing and verifying that information, determining whether and how it is used, and obtaining appropriate professional advice where required.

(d) We may limit the time we spend responding to queries from You, and may limit and/or terminate support services if You use or attempt to use support We provide in a manner that we reasonably consider is inappropriate, abusive, excessive or which we reasonably suspect may be fraudulent, misleading or in breach of the law or the Agreement.

6.2 Scheduled Maintenance

(a) If it is necessary to interrupt the Subscriber's use of PracSuite, Smartsoft will endeavour to provide You with reasonable notice (where possible) of when it is anticipated that PracSuite will be unavailable.

(b) We reserve the right to Update PracSuite at Our sole discretion to include new functionality or to improve its operation.

(c) The Subscriber agrees that Smartsoft is not liable for any loss, foreseeable or not, arising from any interruption to the Subscriber and its End Users' access to PracSuite (other than loss caused by Smartsoft’s negligence or breach of this Agreement).

7. Subscriber's Privacy Obligations

7.1 Obligations of Subscribers

The Subscriber acknowledges and agrees that the Subscriber operates a health service and deals with Sensitive Information. As such, the Subscriber acknowledges and agrees that:

(a) it must have its own privacy policy that complies in all respects with the Privacy Laws and any other legislation that applies to it and which expressly provides for how Personal Information is collected, stored, used and disclosed by or in conjunction with PracSuite;

(b) it has read and acknowledges the terms of Smartsoft's Privacy Policy, contained on Our Website (as updated or replaced from time to time);

(c) it must obtain all necessary consents from its Clients in relation to the collection, storage, use and disclosure of Data in accordance with the Agreement and Smartsoft’s Privacy Policy;

(d) Smartsoft and/or the Subscriber may have obligations to report certain Data Breaches in accordance with the Privacy Laws, including in respect of Data that both the Subscriber and Smartsoft holds; and

(e) it will take reasonable steps to:

(i) protect Data from misuse, loss, unauthorised access, modification or disclosure; and

(ii) ensure that Data it collects, uses, holds or discloses is accurate, complete, up to date and relevant to its practice, having regard to the purpose for which the Data is to be used.

7.2 Provision of Personal Information to Third Parties by Use of PracSuite

(a) Personal Information and Data entered into PracSuite by End Users may be disclosed to, stored with or used by third parties as a result of the operation and functionality of, or system integrations provided by PracSuite (External Disclosures). External Disclosures are as detailed in the Annexure.

(b) With respect to External Disclosures, You acknowledge and agree that:

(i) certain External Disclosures are to third parties located outside of Australia;

(ii) some External Disclosures are made by You or the End Users actively using PracSuite functionality and integrations (Active Disclosures);

(iii) some External Disclosures occur as part of the background operation of PracSuite without You or the End Users activating or directing the same (Background Disclosures); and

(iv) by notice to You, We may update the Annexure from time to time.

(c) You will comply with all Privacy Laws in respect of External Disclosures, including in Your dealings with Clients. You indemnify Us and will hold Us harmless from any Claims arising from Your failure to comply with this clause 7.2(c).

7.3 Consent to be Obtained from Clients

The Subscriber agrees to obtain the Client's express consent prior to:

(a) sending Personal Information about that Client to any third party that PracSuite integrates with; or

(b) uploading Personal Information about that Client to PracSuite.

The Subscriber agrees to ensure these consents extend to all External Disclosures listed in the Annexure, including Background Disclosures to overseas recipients.

8. Privacy Obligations

8.1 General Privacy Obligations

(a) The Subscriber agrees to comply with all Privacy Laws. The Subscriber must also ensure that the End Users comply with Privacy Laws in respect of the use by the End Users of PracSuite. You agree not to do anything which would cause Us to breach any Privacy Laws.

(b) Smartsoft agrees to comply with all Privacy Laws, including keeping all Personal Information secure and safe as required under such Privacy Laws.

8.2 Privacy Policy

The Subscriber acknowledges that Personal Information and Data is stored, accessed and disclosed in PracSuite in accordance with Our Privacy Policy. The Privacy Policy, as amended from time to time, is available on the Website at www.pracsuite.com/privacy.

8.3 Consent to the Provision of Information to Third Parties

The Subscriber acknowledges that its contact details and those of its End Users may be provided to third parties for PracSuite to operate effectively, particularly because of approved third-party integrations.

8.4 Notifiable Data Breaches

The Subscriber and Smartsoft each acknowledge and agree to:

(a) notify each other immediately upon suspecting, or becoming aware of, any unauthorised access to or disclosure of Personal Information that is shared between or mutually held by them (including Data); and

(b) meet as soon as reasonably practicable to mutually carry out a reasonable and expeditious assessment of whether there are reasonable grounds to believe that an Eligible Data Breach has occurred. Such assessment must be completed within 30 days of the suspicion or knowledge arising. If the Parties determine that an Eligible Data Breach has occurred, the Parties must promptly take the necessary remedial and reporting action in accordance with all applicable Privacy Laws within the timeframes prescribed by those laws.

9. Spam Obligations

The Subscriber must comply with the Spam Act 2003 (Cth) when using any SMS or email functionality within PracSuite. In particular, commercial electronic messages sent through PracSuite must:

(a) be sent with the recipient's consent, whether express or inferred;

(b) clearly identify the Subscriber as the sender; and

(c) where required by law, include a functional unsubscribe facility, with unsubscribe requests honoured promptly.

10. PracSuite AI

10.1 PracSuite AI Functionality

PracSuite AI is an optional feature within PracSuite that enables AI-assisted clinical note and letter writing. It is solely intended to assist with the administrative tasks of generating draft clinical notes based on consultations recorded by End Users, and drafting letters such as referral letters and notes to patients (collectively, Documents). PracSuite AI is not included in the standard Licence granted under clause 3.2 and is subject to a separate per-practitioner subscription fee as set out in clause 10.2.

10.2 Subscription and Billing

(a) The PracSuite AI subscription fee is charged on a per-practitioner basis, is exclusive of GST and is in addition to the standard End User Fees payable under clause 3.5. The applicable fee is as published at https://www.pracsuite.com/pricing from time to time.

(b) Each subscription covers one practitioner and permits only one AI session at a time for that practitioner. Where additional practitioners require access, a separate subscription is required for each.

(c) The Subscriber may enable or disable PracSuite AI for each practitioner within PracSuite at https://app.pracsuite.com/settings/pracsuiteaccount/ai. The subscription fee for a practitioner is calculated from the date the feature is activated for that practitioner. Deactivating the feature for a practitioner will end that practitioner's subscription at the conclusion of the current billing period. No refund will be provided for any unused portion of a billing period.

(d) Where PracSuite AI is activated partway through a billing month, the first invoice will include a prorated charge for the initial partial month together with the full subscription fee for the following month. Thereafter, fees are billed monthly in advance at the start of each billing cycle, consistent with clause 3.5(c).

(e) The PracSuite AI subscription requires an active practitioner subscription. If the Subscriber's PracSuite subscription is terminated or suspended, the PracSuite AI subscription will also be suspended or terminated.

10.3 End User Responsibilities

(a) Review and Verification

You acknowledge and agree that any Documents generated by the AI functionality are drafts and require your thorough review and verification. It is your responsibility to ensure the accuracy, completeness, and appropriateness of these Documents before relying on them for any clinical, health or medical purpose.

(b) Independent Judgment

You must exercise your own professional judgment in verifying the information contained in the Documents. Under no circumstances should the Documents be considered as a substitute for your professional judgment, diagnosis, or treatment of patients.

(c) Compliance with Legal and Professional Standards

You are responsible for ensuring that your use of the AI functionality and the resulting Documents comply with Privacy Laws and all other applicable laws, regulations, and professional standards related to clinical, health or medical practice and patient care.

For the avoidance of doubt, PracSuite and PracSuite AI are not to be used by Subscribers and End Users for the purpose of automated decision-making.

10.4 Limitations and Disclaimers

(a) No Clinical, Health or Medical Advice

The AI functionality does not provide clinical, health or medical advice, diagnosis, or treatment. PracSuite and its AI features are provided solely as tools to assist with administrative tasks and do not replace professional clinical, health or medical advice or judgment.

(b) Accuracy of AI Generated Documents

We do not guarantee the accuracy, reliability, or completeness of the Documents generated by the AI functionality. You acknowledge and agree that it is your responsibility to review and, if necessary, correct the Documents before using them in any professional capacity.

10.5 Training and Competence

You acknowledge and agree that you have the necessary training, qualifications, and competence to review and verify the Documents generated by the AI functionality. You are responsible for ensuring that all End Users using the AI functionality are adequately trained and competent to do so.

10.6 Fair Use of PracSuite AI

(a) The PracSuite AI subscription fee is set based on what Smartsoft considers to be typical usage by health practitioners. The Subscriber is entitled to use PracSuite AI in a manner consistent with that typical usage.

(b) Excessive use means use that significantly exceeds the typical usage for which the monthly fee is set. Without limitation, the following may constitute excessive use:

(i) generating an excessive volume of AI clinical notes, AI-generated letters or voice transcriptions within a billing period; or

(ii) creating unusually lengthy transcriptions or AI-generated documents that are disproportionate to the clinical activity of the relevant practice.

(c) Where Smartsoft reasonably determines that a Subscriber's use of PracSuite AI constitutes excessive use, Smartsoft may contact the Subscriber to discuss the nature of the usage and explore options including adjusted usage practices or the application of custom pricing. Where excessive use continues following such discussion, Smartsoft may, by provision of reasonable notice, limit or suspend the PracSuite AI subscription for the relevant practitioner. Smartsoft will act reasonably in making any determination of excessive use and will notify the Subscriber before taking any limiting action.

10.7 Variation of Subscription Fee

Smartsoft may vary the PracSuite AI subscription fee from time to time in accordance with clause 19.11. The email notification process in clause 19.11 applies to any change in the Fees payable under the Agreement, including the PracSuite AI subscription fee.

11. Express Prohibitions on Use

The Subscriber and its End Users must not do any of the following:

(a) represent that the Subscriber or any End User is associated with or endorsed by Smartsoft, other than to state that the Subscriber uses PracSuite;

(b) pass themselves off as the owner or developer of PracSuite;

(c) display, embed or distribute any third-party advertising within PracSuite or in connection with its use;

(d) upload any material to PracSuite that the Subscriber or End User does not have the right to upload;

(e) use PracSuite in any way that could damage the reputation of Smartsoft;

(f) permit any unauthorised person to access PracSuite by sharing Account credentials;

(g) reproduce, modify or adapt any Intellectual Property in PracSuite;

(h) harvest, scrape or otherwise systematically collect information about others from PracSuite;

(i) decompile, disassemble, decrypt or otherwise reverse engineer PracSuite;

(j) store, transmit or generate Data or content that is unlawful, harmful, defamatory, obscene, discriminatory, harassing, threatening, infringing of third-party intellectual property rights, invasive of privacy rights or otherwise objectionable;

(k) remove, alter or obscure any copyright, trade mark or other proprietary notice on PracSuite;

(l) access PracSuite by automated means, bots, scripts or other non-human methods except through the API in accordance with clause 20;

(m) access or attempt to access the data or accounts of any other subscriber or end user of PracSuite;

(n) use PracSuite, including any AI functionality, to generate, store or transmit content in breach of applicable laws, professional standards or regulatory requirements applicable to the Subscriber's practice or generally.

Any breach of this clause 11 by the Subscriber or an End User constitutes a material breach of an essential term of the Agreement. The Subscriber is responsible for ensuring End Users comply with this clause 11.

12. Security Testing

The Subscriber must not conduct, or permit its End Users or any third party to conduct, any security testing, penetration testing, vulnerability scanning or similar activity against PracSuite or its underlying infrastructure without Smartsoft's prior written consent.

Where Smartsoft grants consent, any approved security testing:

(a) must be conducted only against the Subscriber's own account, data and integrations;

(b) must not affect the availability, performance or integrity of PracSuite for other subscribers;

(c) must not access, probe or test any systems, infrastructure or data belonging to Smartsoft or any other subscriber;

(d) must be carried out in accordance with any scope, timing and methodology agreed in writing with Smartsoft prior to commencement; and

(e) must not be conducted by automated scanning tools without Smartsoft's express written approval of the specific tool and scope.

The Subscriber must promptly report to Smartsoft any vulnerability identified during approved testing. Any security testing conducted without Smartsoft's prior written consent, or outside the agreed scope, constitutes a material breach of the Agreement.

13. Warranties

The Subscriber warrants that:

(a) it has subscribed to PracSuite at its own discretion and risk;

(b) it understands that its access to PracSuite may be changed or interrupted from time to time for reasons beyond Our control;

(c) it will use PracSuite strictly in accordance with any guidelines or recommendations We provide;

(d) it has made its own investigations into the suitability of PracSuite and is not relying on any representation not expressly made by Smartsoft; and

(e) it is solely responsible for all business, remuneration, compliance and professional decisions made using any report, dashboard, calculation, output, information or guidance provided through or in connection with PracSuite.

14. Limitation of Liability

14.1 Disclaimer of Warranties

To the maximum extent permitted by law, Smartsoft disclaims all warranties in relation to PracSuite and the services it provides not expressly made and incorporated into the Agreement. PracSuite, including all features, functionalities, and modules (including, but not limited to, PracSuite AI), is provided on an “as is” and “as available” basis. Smartsoft does not warrant that PracSuite will be uninterrupted and error-free nor does it warrant the accuracy, reliability, or completeness of any output, data or documents generated by PracSuite or its features. The Subscriber and its End Users are solely responsible for reviewing, verifying, and, if necessary, correcting all outputs, data, and documents generated by PracSuite before relying on them in any professional or business capacity.

14.2 Exclusion of Liability

(a) To the maximum extent permitted by law, and subject to Claims under clause 14.2(b), Smartsoft's total capped cumulative Liability to You for all Claims arising under or in connection with the Agreement (whether the Claim is in contract, negligence or otherwise) is capped at the total End User Fees for the PracSuite subscription You have paid to Us in the twelve (12) month period preceding the event giving rise to the Claim. This limitation applies to all Claims relating to or arising from the use of PracSuite, including but not limited to Claims relating to the use of any feature, module, or functionality (including AI functionality), the accuracy or completeness of any data or document generated by PracSuite, and any reliance by You or Your End Users on such data or documents.

(b) To the extent permitted by law, where Smartsoft becomes liable to the Subscriber for any breach of any condition or warranty, Smartsoft's liability will be limited, at Smartsoft's sole discretion, to either replacement of the goods, repair of the goods, payment of the cost of replacement or repair; or in relation to services, the supplying of the services again or payment of the cost of having the services supplied again.

14.3 Exclusion of Consequential Losses

(a) To the extent permitted by law, neither party will be liable to the other for any consequential, contingent, special or indirect damages (including resulting from the loss of business, revenue or profit) with respect to Claims arising under or in connection with the Agreement, You and Your End Users' use of PracSuite (including any feature, module, or functionality such as PracSuite AI), or any act or omission in performing the Agreement. For the avoidance of doubt, Smartsoft's liability in connection with any data, document or output generated by PracSuite (including PracSuite AI) is excluded to the maximum extent permitted by law, and any clinical, professional or business reliance on such data, documents or outputs falls outside of the scope of Smartsoft's liability.

(b) The exclusion in this clause does not apply to:

(i) any liability of the Subscriber to pay an amount to a third party under an indemnity in clauses 15 or 20.9; or

(ii) reasonable external legal and professional costs incurred by Smartsoft in responding to or resolving a claim covered by an indemnity in clauses 15 or 20.9.

(c) Nothing in the Agreement attempts to limit or exclude the liability of Smartsoft in compliance with section 64 of the ACL.

14.4 ACL Rights

To the extent the ACL applies to the supply of goods or services under this Agreement:

(a) Our goods and services come with guarantees that cannot be excluded under the ACL.

(b) For major failures with the service, you are entitled to:

(i) cancel your contract with Us; and

(ii) a refund for the unused portion or compensation for its reduced value.

(c) You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

15. Indemnity

(a) The Subscriber indemnifies, must keep indemnified, and must hold harmless, Smartsoft and Our employees, officers and agents against any actions, liability, claim, loss, damage, proceeding, expense (including legal costs) suffered or incurred by any of them arising from or in connection with the Subscriber's breach of any of its obligations contained in the Agreement.

(b) The Subscriber indemnifies, defends and holds harmless Smartsoft in respect of Claims and Liabilities in connection with:

(i) any breach of a provision of the Agreement by the Subscriber or its End Users;

(ii) the Subscriber and its individual End Users' use of PracSuite, including any negligent acts or omissions;

(iii) or any third party Claims made in connection with, or arising out of, the Subscriber's use of PracSuite.

This clause 15 will not apply to any actions, liability, claim, loss, damage, proceeding, expense, Claims or Liabilities to the extent caused by Smartsoft’s negligence or breach of this Agreement.

16. Termination

16.1 Termination by Smartsoft

Smartsoft may terminate the Agreement by written notice to the Subscriber if:

(a) it no longer has the right to provide PracSuite for any reason whatsoever and gives the Subscriber reasonable notice prior to termination;

(b) the Subscriber commits a breach of the Agreement which is not capable of being remedied, or fails to remedy a breach which is capable of being remedied within fourteen (14) days of receipt of written notice;

(c) the Subscriber is reverse engineering or otherwise creating derivative works based on the Intellectual Property contained in PracSuite;

(d) the Subscriber ceases or sells its business or enters into a Change of Control transaction without updating registration details;

(e) the Subscriber is a company and is deregistered by the Australian Securities and Investments Commission;

(f) the Subscriber is using PracSuite in breach of Our Fair Use Policy under clauses 17 and 10.6; or

(g) the Subscriber becomes insolvent or bankrupt.

Any Fees that have been prepaid by the Subscriber for the period after the termination date will not be refunded to the Subscriber unless clause 16.1(a) applies.

16.2 Termination for Non-Payment

The payment of Fees is an essential term of the Agreement. We may immediately terminate the Agreement if any Fee remains outstanding fourteen (14) days after We provide you notice of default of payment under clause 16.1(b).

16.3 Termination by the Subscriber

The Subscriber may terminate the Agreement at any time and without giving a reason by providing written notice to Smartsoft. Termination takes effect at the end of the current billing period, unless termination occurs before the Commencement Date, in which case it takes effect immediately. Where the Subscriber terminates under this clause and Fees have been prepaid beyond the termination date, Smartsoft will refund to the Subscriber a pro-rata portion of any Fees prepaid by the Subscriber for the period after the termination date. The Subscriber may also terminate by written notice if:

(a) Smartsoft commits a material breach of the Agreement which is not capable of being remedied, or which Smartsoft fails to remedy within 14 days of receipt of notice from the Subscriber; or

(b) Smartsoft becomes subject to external administration, including the appointment of a liquidator, administrator, or receiver, in which case termination takes effect immediately.

16.4 Termination for Convenience

(a) Smartsoft may terminate the Agreement at any time and for any reason by giving the Subscriber at least 90 days written notice. Termination under this clause 16.4 is without prejudice to any rights or obligations that have accrued prior to the termination date.

(b) Where Smartsoft terminates under this clause 16.4, Smartsoft will refund to the Subscriber a pro-rata portion of any Fees prepaid by the Subscriber for the period after the termination date.

(c) During the notice period, the Subscriber retains full access to PracSuite and may extract its Data in accordance with clause 16.6(d).

16.5 Notices and Other Communications

(a) For all correspondence, including Notices in relation to the Agreement, the Subscriber is to contact Smartsoft at the address provided on page 1 of these Terms of Service.

(b) Smartsoft will contact the Subscriber via the contact details it has retained in its records if required.

16.6 Actions Upon Termination or Expiry of the Term

On termination of the Agreement for any reason (including by expiration of the Term):

(a) the Licence ends, and the Subscriber and its End Users must stop accessing and using PracSuite within seven (7) days;

(b) the Subscriber agrees that the balance of any prepaid Fees for a Term which has not expired is forfeited (but only where the Agreement is terminated due to the Subscriber's breach or default);

(c) Smartsoft will delete the Data from the PracSuite system, in accordance with Privacy Laws and without further notice to the Subscriber, between 31 and 90 days from the date of termination, provided that Smartsoft will not delete the Data while a request for Data extraction made within the period specified in 16.6(d) is being processed;

(d) If the Subscriber wishes to extract their Data from PracSuite following the expiry or termination of their subscription, they must notify Smartsoft in writing within thirty (30) days of the effective date of expiry or termination. The standard Data extraction will not be withheld solely because Fees remain outstanding, but all unpaid Fees remain immediately due and recoverable by Smartsoft. Smartsoft may charge a reasonable fee for the standard Data extraction, calculated by reference to the time reasonably required to complete the extraction at rates to be notified to the Subscriber in advance, and may require payment of that fee before commencing the extraction. The Subscriber acknowledges that it may have independent legal obligations to retain Data held in PracSuite, including patient and clinical records, financial and billing records, Medicare and health fund records, employment records and any other records subject to applicable retention laws, and nothing in this clause limits or affects those obligations. After the 30-day period, Data extraction may no longer be possible due to subscription decommissioning, system cleanup, Data retention limits, or other processes triggered upon termination of the service.

17. Fair Use Policy

17.1 Technical Limits

Smartsoft reserves the right to place technical limits on the use of Data and access to PracSuite to maintain serviceability, availability and performance for all End Users. Where Smartsoft intends to impose a technical limitation that will materially affect the Subscriber's use of PracSuite, Smartsoft will endeavour to give the Subscriber at least 30 days prior written notice setting out the nature of the technical limitation, the date that such limitation will take effect and the estimated duration of any technical limitation, unless the limitation is required urgently to protect the security or stability of PracSuite, in which case Smartsoft will provide as much notice as is reasonably practicable. If a technical limitation imposed under this clause materially and persistently affects the Subscriber's use of PracSuite, the Subscriber may terminate the Agreement on written notice to Smartsoft, and clause 16.4(b) will apply to any prepaid Fees.

17.2 Data Storage Limits

The amount of Data Smartsoft stores for the Subscriber is expected to reflect the reasonable data storage requirements of the Subscriber's Chargeable End Users. As a guide, this means the volume of patient records, clinical notes, appointment history, billing records, documents and associated files that would ordinarily be generated and retained in the course of a practitioner's active clinical practice. Where the Subscriber's data storage materially and persistently exceeds what Smartsoft reasonably considers to be proportionate to the number of Chargeable End Users on the Subscriber's subscription, Smartsoft may notify the Subscriber and give the Subscriber at least 30 days to reduce the volume of Data stored. If the Subscriber does not reduce its Data storage within that period, the Subscriber must either continue to reduce storage or pay an additional storage charge at a rate Smartsoft determines acting reasonably, having regard to the reasonable commercial cost of the additional storage. Smartsoft will give the Subscriber at least 30 days’ written notice of any such charge before it applies. If the Subscriber does not agree with the additional storage charge, the Subscriber may notify Smartsoft within that 30-day period that it does not intend to renew its subscription, in which case the subscription will cease at the end of the current subscription period.

17.3 Minimum Chargeable End Users and Continued Access Fees

(a) When this clause applies

Fees under the Agreement are based on the number of Chargeable End Users on the Subscriber’s account. This clause applies where that number no longer fairly reflects the Subscriber’s actual use of PracSuite, or where the Fees payable no longer fairly reflect the cost to Smartsoft of storing, securing, maintaining and providing continued access to the Subscriber’s Data and services.

Smartsoft may set a minimum number of Chargeable End Users or a minimum monthly Fee for the Subscriber’s account where any of the following applies:

(i) individuals who are not recorded as Chargeable End Users are performing functions ordinarily performed by Chargeable End Users, including making appointments, billing, or recording clinical notes, with that activity recorded in PracSuite under one or more Chargeable End Users, so that the number of Chargeable End Users does not reflect the number of individuals performing those functions; or

(ii) the Subscriber has reduced its Chargeable End Users but continues to use PracSuite for ongoing purposes, so that the number of Chargeable End Users does not reflect the Data held and services Smartsoft continues to provide. This typically occurs where:

A. the Subscriber has migrated to another practice management system for its primary use and continues to use PracSuite on a reduced basis to address functionality gaps in that system, or to meet ongoing AHPRA, ATO or other legal or regulatory obligations, for a period of time;

B. the Subscriber is no longer actively operating its business and requires continued access to historical Data to meet its ongoing legal, regulatory or record-keeping obligations; or

C. the Subscriber has otherwise reduced the number of Chargeable End Users to a level that no longer fairly reflects the Subscriber’s actual use of PracSuite, including the Data held and the services Smartsoft continues to provide.

(b) Deemed Minimum Number

Where clause 17.3(a)(i) applies, Smartsoft may set a minimum number of Chargeable End Users that reasonably reflects the number of individuals performing functions ordinarily performed by Chargeable End Users (Deemed Minimum Number).

(c) Continued Access Fee

Where clause 17.3(a)(ii) applies, Smartsoft may instead apply a minimum monthly Fee (Continued Access Fee) equal to:

(i) 40% of the Subscriber’s average monthly End User Fees during a preceding six month period reasonably determined by Smartsoft to reflect the Subscriber’s ordinary use of PracSuite, where the Subscriber retains access that permits it to create or update records, issue invoices, collect outstanding accounts or otherwise continue to use PracSuite for ongoing operational purposes; or

(ii) 20% of the Subscriber’s average monthly End User Fees during a preceding six month period reasonably determined by Smartsoft to reflect the Subscriber’s ordinary use of PracSuite, where the Subscriber’s access is limited to read-only access to historical Data and records cannot be added to or updated.

The average monthly End User Fees exclude fees for PracSuite AI, SMS Credits and other optional products or services. If the Subscriber has been subscribed to PracSuite for less than six months, the average will be calculated over the period from the Commencement Date to the date the minimum monthly Fee is applied.

The Continued Access Fee applies for so long as clause 17.3(a)(ii) continues to apply to the Subscriber’s account. Smartsoft may review whether the Continued Access Fee remains the appropriate basis for the Subscriber’s Fees and, where it reasonably determines that it no longer does, may propose that the Subscriber be moved to standard Chargeable End User Fees in accordance with clauses 17.3(d) and 17.3(e).

The Subscriber may, at the end of any billing period, request that its access be moved from the Fee in clause 17.3(c)(i) to the lower Fee in clause 17.3(c)(ii), where the Subscriber’s access will thereafter be limited to read-only access to historical Data in accordance with that clause, or that the Agreement be terminated in accordance with its terms.

Where Smartsoft reasonably determines that the Subscriber no longer requires access to PracSuite and elects not to continue on a Continued Access Fee or standard Chargeable End User Fees basis, Smartsoft may terminate the Subscriber’s account in accordance with the Agreement.

(d) Reasonableness

Any Deemed Minimum Number or Continued Access Fee applied by Smartsoft under this clause 17.3 must be reasonable in the circumstances, having regard to:

(i) the Subscriber’s actual use of PracSuite;

(ii) the number of individuals performing functions ordinarily performed by Chargeable End Users;

(iii) the volume of Data held within the Subscriber’s account;

(iv) the nature and sensitivity of that Data, including any personal information and health information that Smartsoft is required to store, secure, maintain and protect; and

(v) the services, infrastructure, support, security, compliance and other resources Smartsoft continues to provide in relation to the account.

(e) Notice and cancellation

Before any Deemed Minimum Number or Continued Access Fee takes effect, Smartsoft will provide the Subscriber with at least 30 days written notice specifying:

(i) the proposed Deemed Minimum Number or Continued Access Fee;

(ii) the basis on which it has been determined; and

(iii) the date on which it is proposed to take effect.

During that notice period, the Subscriber may raise any concerns or provide information relevant to the proposed Deemed Minimum Number or Continued Access Fee, and Smartsoft will consider that information in good faith before making a final determination.

18. End Users

(a) Subscriber's Responsibility for End Users

The Subscriber is party to the Agreement and is ultimately responsible for all use of PracSuite by its End Users. All acts and omissions of any End User are deemed to be acts and omissions of the Subscriber for the purposes of the Agreement. The Subscriber must ensure that End Users are made aware of and comply with the obligations applicable to their use of PracSuite under the Agreement. The Subscriber's responsibility for End User conduct is not reduced or affected by any separate acceptance of terms by an End User under clause 18(b).

(b) End User Acceptance

When an End User first accesses PracSuite, they will be required to accept the terms of use applicable to End Users as presented within the system. That acceptance creates a direct agreement between Smartsoft and the End User in respect of the End User's own conduct and use of PracSuite. However, the Subscriber remains ultimately responsible to Smartsoft for all End User conduct under clause 18(a), and Smartsoft's primary recourse in connection with any End User breach is against the Subscriber.

19. Miscellaneous Provisions

19.1 Access to PracSuite from Outside Australia:

No representation or warranty is made that PracSuite complies with the laws of any country outside of Australia unless set out in the Purchase Order or otherwise agreed between Smartsoft and You in writing.

19.2 Law Enforcement Disclosure:

Smartsoft will cooperate with law enforcement agencies when required to do so by an authority of competent and recognised jurisdiction in relation to Data held in PracSuite about Clients. Where Smartsoft is not prohibited from doing so by law or by an order, direction or requirement of a law enforcement agency or other authority, Smartsoft will endeavour to notify the Subscriber of any such disclosure. Any notification will be limited to such detail as Smartsoft considers reasonably necessary and as is permitted by law.

19.3 Approvals and Consents:

Except where the Agreement expressly states otherwise, a Party may, at its discretion, give conditionally or unconditionally or withhold any approval or consent under the Agreement.

19.4 Assignment:

We may assign Our rights and obligations under the Agreement by giving the Subscriber at least 30 days written notice of the assignment. Any assignee will be bound by the terms of the Agreement. The Subscriber may not assign its rights under the Agreement without Our prior written consent.

19.5 Entire Agreement:

The Purchase Order and these Terms of Service contain the entire agreement between the Parties in connection with its subject matter and supersede all previous Agreements and understandings.

19.6 Further Assurances:

Each Party must do whatever is reasonably necessary, including executing documents, to give effect to the Agreement.

19.7 Governing Law and Jurisdiction:

The Agreement is governed by the laws of South Australia, Australia and each Party irrevocably submits to the non-exclusive jurisdiction of the Courts of that State.

19.8 Severance:

If anything in the Agreement is unenforceable, illegal or void, then it is severed, and the rest of the Agreement remains in full force and effect.

19.9 Survival:

Any clause that by its nature or express terms survives termination of the Agreement, survives.

19.10 Amendments to these Terms:

Smartsoft may vary these Terms of Service from time to time at its discretion on at least thirty (30) days’ written notice to the Subscriber. A variation takes effect at the end of the notice period unless the Subscriber terminates the Agreement before that date in accordance with clause 16.3.

19.11 Fee Changes:

Smartsoft may change the Fees payable under the Agreement, including the PracSuite AI subscription fee and SMS Credit pricing, by sending direct email notification to the Subscriber at the email address recorded in its account. The notification will state the date on which the fee change takes effect, which will be at least ninety (90) days after the date of the notification, and will direct the Subscriber to https://www.pracsuite.com/pricing for the updated pricing. If the Subscriber does not accept a fee change, the Subscriber may terminate the Agreement by written notice to Smartsoft at any time before the change takes effect, without penalty, with termination taking effect at the end of the current billing period.

19.12 Waiver:

A Party's failure or delay to exercise a power, right or remedy under this Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting the waiver unless it is in writing and signed by the Party giving it.

20. API Access

20.1 API Access: General

API access is an optional feature the Subscriber may enable. It is provided as part of the Subscriber's subscription at no additional cost, subject to clause 20.6. Accessing Data via the API requires both a Vendor API Key and a Subscriber API Key; neither alone is sufficient.

A Third-Party Developer is not a party to the Agreement. All acts and omissions of a Third-Party Developer in connection with API access are deemed to be acts and omissions of the Subscriber.

20.2 Grant of API Licence

Smartsoft grants the Subscriber a non-exclusive, non-transferable, revocable licence to access and use the API solely for the Subscriber's internal business operations during the Term. This licence does not expand the Licence in clause 3.2. The data categories, operations and endpoints accessible in any session are determined solely by the Subscriber API Key configuration. A Vendor API Key grants only the technical ability to submit authenticated requests; it does not confer any entitlement to access Data.

20.3 Vendor API Key: Issuance to Third-Party Developers

A Third-Party Developer seeking API access must apply to Smartsoft for a Vendor API Key in accordance with the API Documentation. Smartsoft will carry out a review of the Third-Party Developer’s application which is limited to confirming the application is complete, the information appears plausible, the stated use case is not prohibited under clause 20.8, and conducting a basic assessment of the applicant's data privacy and security practices. This review is administrative only and must not be relied upon by the Subscriber as an assessment of the Third-Party Developer's suitability, security or compliance. The Subscriber is solely responsible for conducting its own due diligence before issuing a Subscriber API Key to any Third-Party Developer.

The issuance of a Vendor API Key by Smartsoft:

(a) is an administrative access-control mechanism only;

(b) is not an endorsement, approval or certification of the Third-Party Developer, its software, services or security practices;

(c) does not impose on Smartsoft any obligation to monitor the Third-Party Developer's ongoing activities; and

(d) may be revoked at any time under clause 20.11 without liability to Smartsoft.

To the maximum extent permitted by law, Smartsoft makes no warranty as to the security, reliability or fitness for purpose of any third-party software or service integrating with PracSuite via the API.

20.4 Vendor API Key: Issued Directly to the Subscriber

Where the Subscriber wishes to build a proprietary integration for its own internal use, it may apply for a Vendor API Key on its own behalf. The Subscriber may engage a developer, programmer or consultant to build or maintain that integration. A Vendor API Key issued under this clause is for the Subscriber's own internal use only. Where an external party seeks to develop an integration product for use by multiple subscribers, clause 20.3 applies instead.

(a) Application:

A Subscriber seeking API access for internal use must apply to Smartsoft for a Vendor API Key, stating the intended use of the integration. Smartsoft must approve the intended use and the stated use must not be prohibited under clause 20.8. Smartsoft's approval of the intended use does not constitute an endorsement of, or acceptance of any responsibility for, the integration or its development, operation or security.

(b) Restrictions:

A Vendor API Key issued under this clause:

(i) may only be used for the Subscriber's own internal business operations;

(ii) must not be made available to any person other than a developer engaged by the Subscriber solely to build or maintain the Subscriber's internal integration, and must not be used by that developer for any other purpose;

(iii) must not be used to develop a product or service for commercial distribution or resale; and

(iv) must not be used to access any other subscriber's data.

(c) Dual-Key Responsibility:

The Subscriber configures and controls both the Vendor API Key and the Subscriber API Key for its internal integration. The Subscriber is solely responsible for ensuring the configured scope is limited to what is genuinely necessary. All obligations in clause 20.5 apply equally. Smartsoft may revoke the Vendor API Key if it is used inconsistently with clause 20.4(b).

20.5 Subscriber API Key: Configuration and Scope of Access

(a) Scope Configuration:

The Subscriber controls what Data a Third-Party Developer or internal integration may access via the API by configuring Subscriber API Keys in PracSuite account settings. Before issuing or activating a Subscriber API Key, the Subscriber must configure:

(i) Data Type Scope: the categories of Data the Subscriber API Key may access, limited to those necessary for the integration's intended function; and

(ii) Access Mode: whether each category is read-only, write, or both.

(b) Scope of Access:

Each Subscriber API Key must be configured to permit only the minimum scope of access necessary for the integration's intended function.

(c) Subscriber Acknowledgements:

By generating and issuing a Subscriber API Key, the Subscriber:

(i) warrants it has configured the Subscriber API Key’s scope in accordance with clause 20.5(a);

(ii) accepts sole responsibility for ensuring the scope reflects the legitimate requirements of the integration;

(iii) acknowledges Smartsoft does not review individual key configurations and is not liable for misconfiguration; and

(iv) accepts that any API operation within the Subscriber API Key’s scope is authorised by the Subscriber.

(v) Where a Subscriber API Key permits access to Data, the Subscriber must ensure appropriate Client consent has been obtained consistent with clause 7.3, and that the scope does not exceed that consent.

(d) Revocation and Rotation:

The Subscriber may revoke or rotate any Subscriber API Key at any time via PracSuite account settings. The Subscriber must promptly revoke a Subscriber API Key if:

(i) it suspects the key has been compromised;

(ii) the Third-Party Developer's engagement has ended; or

(iii) it becomes aware that the Third-Party Developer is accessing Data outside the configured scope.

20.6 Rate Limiting and Fair Use

The API is subject to rate limits and daily quotas per Vendor API Key. Exceeding the request rate returns an error response; reaching the daily quota blocks further requests until reset. Smartsoft is not liable for loss or disruption caused by rate limit or quota enforcement.

API usage, including by any Third-Party Developer acting on the Subscriber's behalf, must remain consistent with ordinary operational use of a PracSuite subscription. Excessive use includes usage that places a disproportionate load on PracSuite infrastructure, degrades performance for other subscribers, or involves systematic extraction of Data beyond what day-to-day operations require.

Where Smartsoft considers usage excessive, it will notify the Subscriber and identify the relevant Vendor API Key if the excess is attributable to a Third-Party Developer. If usage is not reduced within a reasonable period (not to exceed 7 days), Smartsoft may suspend or revoke the relevant access under clause 20.11. Where the Subscriber's requirements genuinely and consistently exceed ordinary operational use, Smartsoft may agree to accommodate higher usage on written terms.

20.7 General Obligations

(a) The Subscriber must issue every Subscriber API Key with the minimum scope of access required for its intended purpose. Where the Subscriber API Key is issued to a Third-Party Developer, the scope must be limited to what is genuinely necessary for that developer to perform the function authorised by the Subscriber. Where the Subscriber API Key is for the Subscriber's own internal integration, the scope must be limited to what that integration requires to operate.

(b) The Subscriber must:

(i) monitor its API usage and the activity of any Third-Party Developers to the extent reasonably practicable; and

(ii) promptly notify Smartsoft of any misuse, breach or suspected compromise of any Subscriber API Key.

(c) The Subscriber must take reasonable steps to ensure any Third-Party Developer it authorises:

(i) only accesses Data within the scope of the Subscriber API Key;

(ii) does not attempt to circumvent scope restrictions or access controls; and

(iii) uses Data only for the function authorised by the Subscriber.

(d) Where the Subscriber engages a Third-Party Developer, the Subscriber must have in place a written agreement with that developer that requires the developer to:

(i) not aggregate, on-sell or commercialise Data;

(ii) comply with all applicable law, including Privacy Laws in connection with its access to and handling of Data; and

(iii) promptly notify the Subscriber of any actual or suspected Data Breach involving Data accessed via the API, so the Subscriber can meet its obligations under clause 20.10.

20.8 Prohibited Uses

The Subscriber must not use, and must ensure that any Third-Party Developer does not use, the API to:

(a) perform bulk deletion of Data without Smartsoft's prior written approval;

(b) perform or facilitate the bulk extraction of Data through the API for the purpose of migrating or transferring Data to another practice management system, except through Smartsoft’s standard data extraction process as set out under clause 16.6(d);

(c) reverse engineer, decompile, copy or create derivative works from the API or API Documentation;

(d) probe, scan or test the security or vulnerability of the API or associated infrastructure;

(e) circumvent, disable or interfere with any rate limit, authentication mechanism, key scope restriction or access control;

(f) train, fine-tune or build machine learning or AI models using Data without Smartsoft's prior written consent and the express informed consent of each affected Client;

(g) perform any operation that would cause Smartsoft to breach applicable law including the Privacy Act; or

(h) share API Keys or API responses containing Personal Information with any unauthorised person.

Any breach of this clause 20.8 constitutes a breach of an essential term of the Agreement.

20.9 Liability and Indemnity

(a) The Subscriber indemnifies Smartsoft and its officers, employees and agents, and will hold each of them harmless, against any Claims, losses, damages, costs and expenses (including legal costs on a full indemnity basis) arising from:

(i) any API operation performed using an API Key issued by the Subscriber, whether or not intended or authorised;

(ii) the Subscriber issuing a Subscriber API Key to a Third-Party Developer, including all acts and omissions of that developer;

(iii) any breach of clauses 20.7, 20.8 or 20.10 by the Subscriber or any Third-Party Developer it has authorised;

(iv) loss, corruption, unauthorised disclosure or deletion of Data in connection with API access, except where directly and solely caused by Smartsoft's negligence, breach of the Agreement or other misconduct; and

(v) any third-party Claim arising from use of the API by the Subscriber or any Third-Party Developer acting on its behalf.

(b) To the maximum extent permitted by law, Smartsoft excludes all liability for loss arising from:

(i) the issuance of any API Key;

(ii) Smartsoft's administrative review under clause 20.3;

(iii) any act or omission of a Third-Party Developer; or

(iv) the Subscriber's reliance on Smartsoft’s approval of an application for a Vendor API Key as any form of endorsement or vetting.

(c) Smartsoft's liability in connection with API access is subject to the limitations in clause 14. Nothing in this clause 20.9 limits any right the Subscriber may have under the ACL.

20.10 Privacy and Data Breach Notification

(a) All API access to Data is subject to the privacy and data protection obligations in clauses 7 and 8 and Smartsoft's Privacy Policy. Nothing in this clause 20 limits those obligations.

(b) Where a Data Breach occurs or is suspected in connection with API access, the Subscriber must:

(i) notify Smartsoft in writing within 24 hours of becoming aware;

(ii) immediately suspend all relevant API activity; and

(iii) cooperate fully with Smartsoft in any investigation and Privacy Act reporting.

20.11 Suspension and Revocation of API Access

(a) Smartsoft may immediately suspend or revoke an API Key without prior notice if it reasonably determines that:

(i) the API Key is being used in a way that poses a security risk;

(ii) false or misleading information was provided in the application;

(iii) use of the API Key gives rise to regulatory, legal or reputational risk for Smartsoft; or

(iv) revocation is required by law or by a law enforcement authority. Smartsoft will notify the relevant Subscriber as soon as practicable following revocation.

(b) Smartsoft may suspend an API Key without prior notice where it is being used in breach of this clause 20 or poses an immediate security risk. The Subscriber may revoke any Subscriber API Key at any time via PracSuite account settings.

(c) On termination or expiry of the Agreement, all API Keys for the Subscriber's account are automatically revoked. The Subscriber must immediately cease all API activity and notify any affected Third-Party Developer. Clause 16.6(d) applies to data extraction following termination.

20.12 API Changes, Versioning and Deprecation

Smartsoft may update or modify the API at any time. Smartsoft will use reasonable endeavours to maintain backward compatibility where practicable. Where Smartsoft intends to make a material change, notice will be published in the API Documentation in advance. The Subscriber is responsible for monitoring the API Documentation. For breaking changes, Smartsoft will endeavour to publish at least 90 days advance notice; for other material changes, at least 30 days. These timeframes may be shortened where urgent security remediation is required. Smartsoft does not warrant that any API endpoint, feature or version will remain available for any specified period.

20.13 Survival

The obligations in clauses 20.8, 20.9 and 20.10 survive termination or expiry of the Agreement and are in addition to any other obligations that survive under clause 19.9.

21. SMS Credits

This clause applies where the Subscriber purchases SMS Credits through PracSuite. The use of SMS Credits is an optional feature within PracSuite. The Subscriber is responsible for all SMS Credits consumed through its use of PracSuite, including use by its End Users.

21.1 Orders and Cancellation

(a) SMS Credits may be purchased from within the PracSuite application, either as a one-off purchase or on an automated basis when the Subscriber's SMS Credit balance falls below a minimum threshold set by the Subscriber. By placing an order the Subscriber agrees to be bound by the terms of this clause 21.

(b) Each purchase of SMS Credits constitutes a separate order under the Agreement. The quantity, price and any automatic top-up settings displayed and accepted by the Subscriber at the time of purchase form part of that order.

(c) Once an order for SMS Credits has been placed, the Subscriber cannot cancel it without Smartsoft's express agreement. If Smartsoft agrees to cancel an order, the Subscriber may be asked to reimburse any direct loss or costs incurred by Smartsoft as a result of the cancellation, which will typically be limited to any non-refundable credit card processing fees.

(d) Smartsoft may, at its discretion, permit the Subscriber's SMS Credit balance to fall below zero where doing so avoids interruption to essential practice communications such as appointment reminders or patient notifications. A negative balance represents SMS Credits consumed in advance and does not constitute a waiver of the obligation to maintain sufficient credits.

21.2 Pricing and Payment

(a) SMS Credit prices are as published at https://www.pracsuite.com/pricing from time to time. Smartsoft reserves the right to vary SMS Credit pricing in accordance with clause 19.11.

(b) SMS Credit Bundle prices are inclusive of GST. Individual SMS Credit unit pricing is exclusive of GST.

(c) Payment is due immediately upon placement of an order or when an automatic top-up occurs.

(d) The Subscriber warrants that any payment details provided are true and correct and that the Subscriber is authorised to use the nominated payment method. The Subscriber indemnifies Smartsoft against any loss or damage arising from a breach of this warranty.

21.3 Credit Conditions and Delivery

(a) Once purchased, SMS Credits will remain available for use and will not expire.

(b) SMS Credits are not transferable between accounts.

(c) Smartsoft may, at its discretion, permit the Subscriber’s SMS Credit balance to fall below zero where doing so avoids interruption to essential practice communications such as appointment reminders or patient notifications. A negative balance represents credits consumed in advance and must be cleared by purchasing additional SMS Credits as soon as reasonably practicable. Where the Subscriber's balance is negative, the Subscriber must purchase additional SMS Credits to clear the negative balance within 7 days of receiving notification under clause 21.3(d). Where the Subscriber has enabled automatic top-up under clause 21.1(a), any automatic purchase will first be applied to clear any outstanding negative balance before replenishing credits to the threshold level set by the Subscriber.

(d) If the Subscriber’s SMS Credit balance falls below zero, Smartsoft will provide an in-application notification to the Subscriber’s nominated PracSuite system administrator or administrators.

(e) SMS message credits are debited as set out in the table below:

Message Type	Length	Credits Debited
Standard SMS	Up to 160 characters	1 SMS Credit
Standard SMS	161+ characters	1 SMS Credit for first 160 characters, then 1 SMS Credit for each additional 153 characters
Unicode SMS	Up to 70 characters	1 SMS Credit
Unicode SMS	71+ characters	1 SMS Credit per 67 characters

(f) SMS messages are delivered via Smartsoft’s SMS aggregator. While Smartsoft expects high delivery rates, it does not warrant that all SMS messages will be delivered, as delivery may be affected by factors outside its control, including carrier network availability, recipient handset issues, the recipient’s mobile service status, message filtering by carriers or network operators, and other technical or infrastructure issues beyond Smartsoft’s reasonable control.

21.4 SMS Credit Purchase Conditions

(a) SMS Credit purchases are final and non-refundable. This reflects the pricing of SMS Credits, which is set on the basis that purchases are not subject to refund. If SMS Credits were refundable, the unit price would be higher to account for that risk. Refunds are available only in the circumstances described in clauses 21.4(b) and 21.4(c), or as required by the ACL.

(b) If the Subscriber inadvertently overpays for an order, Smartsoft will refund the overpaid amount upon written request by the Subscriber.

(c) If Smartsoft is unable to, or elects to cease to provide the SMS service, any unused SMS Credits will be refunded on a pro-rata basis calculated as the number of unused credits multiplied by the average unit price paid by the Subscriber for those credits.

21.5 Exclusion of Warranties and Liability

To the extent permitted by law, Smartsoft excludes all warranties in respect of SMS Credits not expressly set out in this Agreement. Smartsoft's liability in connection with SMS Credits is subject to the limitations and exclusions in clause 14 of this Agreement. Nothing in this clause 21.5 limits any right the Subscriber may have under the ACL.

21.6 Spam Compliance

The Subscriber must comply with all applicable laws in connection with its use of SMS Credits, including the Spam Act 2003 (Cth) and the Do Not Call Register Act 2006 (Cth), consistent with the obligations in clause 9.

22. Force Majeure

22.1 Relief from Performance

A Party who is prevented from performing any obligation under the Agreement (except an obligation to pay an amount of money) by a Force Majeure Event is excused from performing that obligation for as long as the Force Majeure Event continues.

22.2 Obligations of Affected Party

The affected Party must:

(a) notify the other Party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event, setting out the nature and expected duration of the event;

(b) use reasonable endeavours to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable; and

(c) keep the other Party reasonably informed of the progress and likely duration of the Force Majeure Event.

22.3 Termination for Prolonged Force Majeure Event

If a Force Majeure Event continues for more than 60 consecutive days, either Party may terminate the Agreement by written notice to the other Party, without penalty, subject to the obligation to pay any Fees already accrued prior to termination.

23. Modern Slavery

23.1 Smartsoft's Commitment

Smartsoft is committed to operating its business in a way that identifies, prevents and mitigates modern slavery risks. Smartsoft warrants that it will:

(a) comply with all applicable laws including the Modern Slavery Act;

(b) take all reasonable steps to ensure it has adequate procedures in place to identify, prevent, assess and address risks of modern slavery practices in its operations and supply chains in connection with the provision of PracSuite; and

(c) not engage in any modern slavery practices.

23.2 Subscriber's Obligation

Where the Subscriber is itself required to comply with the Modern Slavery Act, the Subscriber must notify Smartsoft of any modern slavery risks it identifies in connection with its use of PracSuite, and the Parties will cooperate in good faith to address any such risks.

23.3 Reporting

Smartsoft will, upon reasonable written request from the Subscriber, provide information reasonably required to assist the Subscriber in meeting its own modern slavery reporting obligations under the Modern Slavery Act.

Annexure: External Disclosures

Active Disclosures:

Third Party	Functionality	Location Disclosed, Stored or Used
Amazon Web Services (AWS)	AI Clinical Notes, AI Letters, Voice Transcription	Australia
Anthropic	AI Clinical Notes, AI Letters	Australia, USA
Google	Calendar, Email and reCAPTCHA	International
Health Engine	Online Booking	Australia
HealthLink	Secure Messaging	Australia
MailChimp	Email Marketing	USA
Microsoft Outlook	Email	International
Microsoft Teams	Video Conferencing	International
OpenAI	AI Clinical Notes, AI Letters, Voice Transcription	Australia, USA
Parchment	ePrescribing	Australia
Physitrack	Exercise Prescriptions	Australia, New Zealand, United Kingdom, Ireland, Canada, USA, Singapore
Pubnub	Chat Messaging	Australia, USA
Sinch Engage (MessageMedia)	SMS Aggregator	Australia
Stripe	Online Payments	Australia, USA
Tyro Health	EFTPOS integration, Health Fund claiming, Medicare Easyclaim, Digital Claiming and Online Payments	Australia
Vald	Exercise Prescriptions	Australia, USA, Netherlands
Xero	Accounting	International
Zoom	Video Conferencing	Australia, USA

Background Disclosures:

Third Party	Functionality	Location Disclosed, Stored or Used
Amazon Web Services (AWS)	Cloud Hosting	Australia
Bird Email (SparkPost)	Email	USA
Google	Maps, Address Validation	International
Intercom	Live chat support and knowledge base	USA