Terms and Conditions of use of service

This is a legal agreement ("Agreement") between you (and your organisation) (“you”, “user” or “Client”) and The Shift Exchange Pty Ltd ABN 75 136 869 997 (“we”, “us” or "Shift Exchange"). By completing the Registration Form and using any of the Services (as defined below), you become a user and agree to, and are bound by, the terms and conditions of this Agreement for as long as you continue to use the Services.

This Agreement is subject to change by Shift Exchange in its sole discretion at any time, and any such changes will be posted on our Website. Your continued use of our Services after the posting of revisions to this Agreement will constitute your acceptance of such revisions.

  1. About Shift Exchange
    1. Shift Exchange is the owner of certain proprietary web based application known as Vacim that allow users to create, store and keep track of records relevant to the Client’s employees vaccination history and records (“Vacim”).
    2. Vacim is specifically developed for hospitals, ambulance services and private business which have compliance requirements about the vaccination status of their employees.
    3. Vacim allows the Client to perform the following functions (“the Services”):
      1. To create and store vaccination records relevant to your employees
      2. To create users who will have access to create, amend and delete records
      3. To create employee accounts who will have view only access of their own records
      4. To generate reports about the compliance status of your employee’s vaccination
      5. To keep track of your employee’s yearly flu vaccination
      6. To set reminders for employee’s upcoming vaccinations that are due to be renewed
      7. To transfer employees vaccination records to the Australian Government Immunisation Registrar
      8. To store and keep record of other related information and documents concerning your employees including any records or notes that you may wish to maintain relevant to your employee’s vaccination status or medical history, including blood test results, tuberculosis tests results or any Bodily Fluid Exposures; and storing any work compliance plans for individual employees.
    4. Vacim is hosted on the cloud.
    5. Shift Exchange provides and sells subscriptions (“Subscriptions”) for access and use of the Services via our website www.vacim.com.au (“the Website”).
    6. Shift Exchange is willing to provide access to the Services for Client’s use pursuant to the terms and conditions set forth in this Agreement.
    7. By using the Services you confirm you agree to be bound by the terms of this Agreement and our Privacy Policy contained on this Website (“Privacy Policy”)
  2. Creating an account with Shift Exchange
    1. In order for Shift Exchange to provide you the Services, you are required to register your profile, which involves creation of an Account. Registration can be done through Shift Exchange’s online registration form on the Website (“Registration Form”), or through agreement via email.
    2. The information you are required to provide Shift Exchange for creation of an Account are your full legal name, the name of your organisation, your ABN, street address, email address, contact number and a complete list of your employees whose vaccination record will be stored in Vacim.
    3. By completing the Registration Form or agreement via email:
      1. you warrant to Shift Exchange that you are duly authorised by your organisation to enter into this Agreement with Shift Exchange;
      2. you warrant to Shift Exchange that the information that you provide is true and accurate; and
      3. you agree to acquire from us and we agree to provide to you the Services in accordance with this Agreement
    4. Following completion of the registation process, you will be provided with a unique Account Name (“the Account”). You will require your Account Name and password to access the Services.
  3. Provision of Services
    1. We will use reasonable skill and care in providing the Services to you.
    2. We will comply with all applicable laws, in connection with providing the Services under this Agreement, including any relevant privacy laws.
    3. We will ensure that sufficient capacity is at all times maintained to enable you to access and use the Services.
    4. We will use all reasonable efforts to minimise any system downtime attributable to upgrades or maintenance activities that may affect your use of the Services.
  4. Subscription
    1. Authorised Use only
      1. Shift Exchange grants to Client and Client accepts from Shift Exchange, a limited, non- exclusive, non-transferable right to access and use the Services solely for Client’s internal business use. The Services shall not be used by Client for, or on behalf of, third parties that are not authorised under this Agreement.
      2. Client acknowledges that its right to use the Services will be web-based only pursuant to the terms of this Agreement and Vacim will not be installed on any servers or other computer equipment owned or controlled by Client.
    2. Subscription Pricing and Term
      1. Subscription pricing is provided to you on request and on a quotation basis (“Subscription Fee”). Some of the factors that may affect the pricing of the Subscription Fee may include (but not limited to), the number of employees within your organisation and the functionalities required.
      2. The Subscription is provided on an ongoing basis with no minimum term. You can cancel your Subscription at any time by providing us notice in writing as required under Clause 4(d) below.
      3. The Subscription Fee will be charged on a monthly basis.
    3. Payment
      1. Shift Exchange currently uses Stripe as its electronic payment provider for its credit card payment facility ("Payment Facility"). When you use the Payment Facility, you agree to abide by Stripe's Terms of Use. Your payment must be verified and processed by Stripe before your Subscription can be activated. Or alternatively, you can pay your Subscription Fee by direct deposit into our nominated bank account.
      2. Your Subscription renews automatically at the end of each month. You will be invoiced at the end of each month and your Subscription Fee will be direct debited from your nominated credit card from your Stripe account.
      3. Should you wish to cancel your Subscription, it is your responsibility to advise us in writing as required in Clause 4(d) below. If you fail to do so, we are not liable for any refunds associated with the monthly direct debit for your Subscription.
    4. Cancelation
      1. You can cancel your Subscription by providing us one month’s prior notice by email to: help@vacim.com.au
      2. Subscriptions are non-refundable. When you cancel, you cancel only future charges associated with your Subscription.
      3. All data entered by you in the Services will be deleted at the end of your Subscription. It is your responsibility to back up or export any such data from Vacim prior to the end of your Subscription. We take no responsibility for any loss or deletion of data after the end of your Subcription.
  5. Other Charges
    1. In addition to the Subscription Fee, you may also be charged for the following:
      1. When your employee’s record is in a data format that is not compatible with Vacim, then we will charge you a fee for converting and importing your data into Vacim.
      2. When you require customised features in Vacim.
      3. At the end of your Subscription, you can export your data in our prescribed data format free of charge. However, if you require the data to be exported in any other format, then we will charge you a fee to assist you in exporting the data in your preferred data format.
    2. On request, we can provide you with a quotation for the Additional Service.
  6. Client's obligations
    1. You must:
      1. comply with any Shift Exchange policies placed on the Website, or otherwise notified to you, and all applicable laws, regulations, rules and standards in connection with this Agreement
      2. keep confidential and secure all passwords required for accessing the Services
      3. ensure, where relevant, that your Personnel comply with the terms of this Agreement
      4. not use the Services for any purpose other than your legitimate internal business purposes
      5. not attempt to gain unauthorised access to the Services or our systems or networks
      6. not provide false identity information in order to access or use the Services; or
      7. ensure that you own, licensed or have obtained the relevant consent to use all data, files, documents, information or records you store or process via the Services.
    2. You warrant that you have the consent of your employees to store and process their personal information and medical records with the Services.
    3. You acknowledge that the Services are provided over the internet and we therefore do not guarantee (but will use our best efforts to ensure) that they will be uninterrupted, error free and protected against malicious or harmful code or activities of third parties.
  7. Liability
    1. Subject to any condition, warranty or right implied by law which cannot lawfully be excluded by Agreement:
      1. we give no warranties, and you have no other rights, apart from those, if any, expressly set out in this Agreement; and
      2. all implied conditions, warranties and rights are excluded.
    2. To the extent permitted by law, we do not give any warranty of reliability, quality, fitness for purpose, merchantability or accuracy nor accept any responsibility arising in connection with any errors in, or omissions from the Services, except as set out in this Agreement.
    3. We accept no responsibility or liability for any losses which may be incurred by you using the whole or part of the Services. Use of the Services is at your own risk.
    4. Where any condition, warranty or right is implied by law and cannot be excluded, we limit our liability for breach of that implied condition, warranty or right, in connection with the supply of Services to one of the following, as we may determine:
      1. the supplying of the Services again; or
      2. the payment of the costs of having the Services supplied again.
    5. We are not liable to you in respect of any:
      1. indirect or consequential loss or damage
      2. loss of profits, reputation, business, goodwill, customers or labour costs
      3. deletion, correction, destruction, corruption, damage, accuracy of any data, whether of a direct, indirect or consequential nature in respect of any records;
      4. negligence, wilful or fraudulent act or omission by you;
      5. suspension of the Services by us due to any security threat;
      6. losses due to the interruption of or errors in respect of the Services; or
      7. malicious or harmful code or activities, unauthorised or illegal actions or omissions of any third party, including any internet service provider, hacker or electricity provider.
    6. Our aggregate liability for loss to you is limited to one month’s Subscription Fee paid by you preceding the event giving rise to the loss.
    7. You indemnify us for any loss, damage or third claims caused by you as a result of your negligence, fraud, default or breach of a Shift Exchange policy, or a breach of a term of this Agreement.
  8. Liability
    1. We will take reasonable steps to maintain the security of our systems.
    2. As soon as we become aware of a breach of our security that may affect you in a material way, we will notify you.
  9. Confidentiality and Privacy
    1. Each party acknowledges and agrees that all information which is provided to it by the other party in connection with this Agreement is confidential information for the purposes of this Agreement. A party must maintain as confidential, and protect and preserve the confidentiality of, the confidential information of the other party. A party may only use the other party's confidential information for the purpose of carrying out its obligations under this Agreement.
    2. A party is not obliged to maintain as confidential, information:
      1. for which it has obtained from the disclosing party with prior written approval to disclose;
      2. which is already in the public domain, other than as a result of an unauthorised disclosure in breach of this Agreement;
      3. which it can prove was known to it at the time of disclosure by the disclosing party;
      4. which it is required by law, a securities exchange or regulatory authority to disclose; and
      5. as reasonably required to provide the Service.
    3. We will ensure that any personal information that you supply to us will be treated in accordance with all applicable privacy laws.
  10. Intellectual Property
    1. We warrant that:
      1. in providing the Services to you, we will not infringe the Intellectual property rights or Moral rights of any person;
      2. we have the right to supply the Services; and
      3. use of the Services by any person in accordance with this Agreement will not infringe the Intellectual property rights of any person.
    2. Except for any information that you provide to us under this Agreement (including data), you agree that all Intellectual property rights in the Services, including any information, software and tools accessed via the Services, will be vested in us.
    3. The Services do not convey to you any right or licence to use any business name, product name, logo or trademarks.
    4. You must not:
      1. copy, reproduce, modify, reverse engineer, make any derivative works, disassemble, decompile, transmit or communicate to the public the Services, any information in relation to our network, software and tools accessed via the Services; or
      2. rent, lease, sub-licence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available the Services to any third party, without our prior written consent.
    5. We grant you, and the Users you have nominated under Your Account, a non-exclusive, non-transferrable licence for the term of this Agreement to use our Intellectual property rights for the purpose of this Agreement.
    6. You acknowledge and agree that neither you nor your Users have any proprietary right in any of our Intellectual property rights, and that nothing in this Agreement constitutes a transfer of those rights.
  11. Termination
    1. If you are in material breach of any of your obligations under this Agreement and does not remedy the breach after receiving 7 days notice in writing from us to do so, then the we may terminate this Agreement by giving written notice of termination to you, which will be effective immediately unless otherwise stated in the notice.
    2. We may, at our absolute discretion and without cause, terminate this Agreement by giving you one month’s written notice.
  12. Disputes
    1. The parties will use reasonable efforts to resolve any dispute which arises between them under this Agreement, by mediation or any of the other recognised methods of alternative dispute resolution, before commencing court proceedings to resolve that dispute. A party may seek urgent interlocutory relief in connection with any dispute.
  13. Assignment
    1. We may assign this Agreement on providing notice to you.
    2. You may not assign this Agreement unless with our prior written consent.
  14. Entire Agreement
    1. This Agreement records the entire Agreement between the parties and supersedes all previous negotiations, understandings, representations and Agreements in relation to its subject matter.
  15. Notice
    1. Any notice given in connection with this Agreement must be in writing and must be addressed to a party and hand delivered to, or sent by post, or email to, the party's registered office or principal place of business for the time being or at any other address notified for the purpose of the service of notices.
    2. A notice is taken to have been given, in the case of being hand delivered, on the date on which it is delivered; in the case of being sent by post, on the third day after the date of posting; and, in the case of delivery by email, when sent, unless the sender is notified, by a system or person involved in the delivery of the email, that the email was not successfully sent.
  16. Severability
    1. If any part of this Agreement is for any reason unenforceable, that part must be read down to the extent necessary to preserve its operation. If it cannot be read down, it must be severed.
  17. No Partnership or Agency
    1. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
  18. Governing Law
    1. This Agreement is governed by the laws of New South Wales. The parties submit to the jurisdiction of the courts of New South Wales.
  19. No Waiver
    1. Any failure by Shift Exchange to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
  20. Force Majure
    1. Shift Exchange will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the Shift Exchange’s reasonable control, including but not limited to fire, flood, storm, act of God, war, malicious damage, failure of a utility service or telecommunications network.

Last Revision Date and Effective Date: This Agreement was last revised on 3 May 2018.