Phoebe Solutions Terms of Service

Updated and effective as of 7 December 2023

1. Introduction to Phoebe Solutions

Phoebe Solutions Pty Ltd (Phoebe Solutions) provides various software applications, including the Phoebe Optimisation Engine, Phoebe Discharge Summaries, and bespoke solutions, available through our web platforms and APIs (collectively termed 'Websites').
Our primary domains include phoebesolutions.com, phoebesolutions.com.au, phoebe.app, phoebe.tips, and phoebe.cloud. Additionally, any URL within your network redirecting to or proxying for these domains or other servers under our purview is encompassed in this agreement.
The Websites and their associated services ('Services') are operated by Phoebe Solutions Pty Ltd (ACN 642 019 225). By accessing our websites, you agree to these Terms of Service. If you do not agree to these Terms of Service, please discontinue your use immediately.
We may modify these Terms of Service occasionally. While we strive to inform users of updates, it's crucial to periodically review this document. Changes are binding upon their posting on our site.

2. Agreement to the Terms

By using the Websites, you agree to these Terms.
If you have another specific agreement with Phoebe Solutions, these Terms are supplementary to that agreement. Should there be any inconsistencies with these Terms of Service, the other agreement will prevail to the extent of that inconsistency.

3. Our Services

Phoebe Optimisation Engine: A cloud-based optimisation engine for private hospital billing. Phoebe Solutions provides the support and maintenance of the software, its databases, rules, and the integration components present within your network.
Phoebe Discharge Summaries: This is a custom web application that allows users to create discharge summaries. Phoebe Solutions provides a managed service of this solution on a server within your network.
Custom Solutions: In addition to the above, Phoebe Solutions offers various bespoke solutions and custom integrations as detailed in our agreements or correspondence with you.

4. Acceptable Use of Our Services

All services and products provided by Phoebe Solutions, including the Phoebe Optimisation Engine and associated features, should be used lawfully and responsibly.
Phoebe Solutions may suspend, cancel, or deny access to users and accounts if they:

a. Compromise Service Integrity: Engage in actions that may disrupt access, security, and stability of our services. This includes, but is not limited to:

Tampering with, reverse-engineering, or hacking our systems.
- Modifying, disabling, or compromising the performance of our services.
- Imposing unreasonably large loads on our infrastructure.
- Probing, scanning, or testing our system's vulnerabilities without express permission.

b. Breach Laws: Use our services for any illegal purpose or in violation of any laws, especially data, privacy, and export control laws.

c. Unauthorised Access: Access or search any part of our services or any other service owned by Phoebe Solutions outside of our publicly supported interfaces.

d. Intellectual Property Protection: Users are prohibited from copying, reproducing, distributing, or otherwise utilizing any intellectual property, including configured rules, algorithms, or proprietary data, from Phoebe Solutions services without express written permission from Phoebe Solutions. Unauthorized use or suspected infringement of intellectual property may lead to legal action.

5. Security and Data Protection

Protection of Patient Data: Phoebe Solutions is committed to the secure handling and protection of patient data. While we process de-identified billing data, we implement robust measures to ensure its security.
Phoebe Discharge Summaries: Although Phoebe Discharge Summaries involves identifiable patient information, it's crucial to note that this data remains within the confines of our customers' networks and is not transmitted to Phoebe Solutions.
Reference to Privacy Policy: For more in-depth details on our data protection practices and measures, please refer to Phoebe Solutions's Privacy Policy available on our Website.

6. Data Handling and Usage

Purpose of Data Collection: Phoebe Solutions collects, stores, and processes data within the Phoebe Optimisation Engine primarily to deliver our services to customers.
Protection of Patient Data: Even though we handle de-identified billing data, we employ rigorous security standards and protocols to protect this data and prevent unauthorized access.
Reference to Privacy Policy: Our Privacy Policy delves into the specifics of how data is collected, stored, and processed. It also details our practices concerning data encryption and procedures for data removal requests. We encourage users and customers to review the Privacy Policy available on our Website for comprehensive insights.

7. Accessing Our Services

Payment: Phoebe Solutions will invoice monthly in advance with payment due prior to the monthly period. Unless otherwise agreed, our payment terms are 7 days.
User Registration: For the Phoebe Optimisation Engine, we register the names, mobile numbers, and email addresses of individual users.
Server Access: Customers must provide us the necessary access to the servers we manage.

8. Copyright and Intellectual Property

Ownership & Copyright: The Website, the services, and all related products of Phoebe Solutions are protected by copyright under the laws of Australia and international treaties. Unless otherwise indicated, all intellectual property rights, in the Services and compilation of the Website (such as text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements, and interactive features) are owned or controlled by Phoebe Solutions or its contributors.
Trademarks: All trademarks, service marks, and trade names are the property of Phoebe Solutions.
Licence: As a user, Phoebe Solutions grants you a worldwide, non-exclusive, royalty-free, revocable license to use the Website as per these Terms of Service.
Rights Reservation: Apart from the aforementioned permissions, Phoebe Solutions does not grant any other rights in relation to the Website or Services. All other rights remain reserved by Phoebe Solutions.
Title & Interest: Phoebe Solutions retains complete rights, title, and interest in the Website and the services. No activity on or related to the Website will result in a transfer of any:

(i) Business name, trading name, domain name, trademark, industrial design, patent, registered design, or copyright.

(ii) Intellectual property, business name, trading name, domain name, trademark, or industrial design.

(iii) Object, system, or process protected by a patent, registered design, or copyright (or its adaptation/modification) to the user.

9. General Disclaimer

Limits and Exclusions: Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
Exclusions and Limitations: Subject to this clause, and to the extent permitted by law:

(i) All terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded.

(ii) Phoebe Solutions will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

Risk Acknowledgment: Use of the Website and the Services is at the customer's own risk. Everything on the Website and the Services is provided "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, and licensors of Phoebe Solutions make any express or implied representation or warranty about the Services. This includes (but is not restricted to) loss or damage the customer might suffer as a result of any of the following:

(i) Failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration, or unauthorized access to records.

(ii) The accuracy, suitability, or currency of any information on the Website, the Services, or any of its Services-related products (including third-party material and advertisements on the Website).

(iii) Costs incurred as a result of the customer using the Website, the Services, or any of the products of Phoebe Solutions.

(iv) The Services or operation in respect to links which are provided for the customer's convenience.

10. Limitation of Liability

Total Liability: Phoebe Solutions's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to the customer.
Exclusion of Liability: The customer expressly understands and agrees that Phoebe Solutions, its affiliates, employees, agents, contributors, and licensors shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages that may be incurred. This includes, but is not limited to:
- Loss of profit (whether incurred directly or indirectly).
- Loss of goodwill or business reputation.
- Any other intangible loss.

11. Termination of Contract

Duration of Terms: These Terms will remain in effect until terminated by either the customer or by Phoebe Solutions.
Rights of Termination: In accordance with local laws, Phoebe Solutions retains the authority to:

(i) End or cancel the customer's Subscription or Account at its discretion.

(ii) Suspend or deny the customer's access to the entire Website, or specific portions of it, without prior notification if:

The customer breaches any provision of these Terms or any other applicable regulation.
The actions of the customer jeopardize Phoebe Solutions's reputation or name, or infringe on the rights of another entity.

12. Indemnity

Indemnification Commitment: The customer agrees to safeguard and compensate Phoebe Solutions, its affiliates, staff, agents, contributors, and third-party content providers and licensors against:

(i) All legal actions, proceedings, claims, demands, liabilities, costs, expenses, losses, and damages (including legal fees on a full reimbursement basis) that arise from or are related to the customer's content.

(ii) Any direct or indirect repercussions resulting from the customer's access to, use of, or transactions on the Website, or any attempts thereof.

(iii) Any violations of these Terms.

13. Dispute Resolution

Mandatory Procedure: In the event of a disagreement related to these Terms, neither party may initiate court or tribunal procedures unless they have first adhered to the stipulations below, barring circumstances where immediate injunctive relief is required.
Notification of Dispute:
- If a party believes a dispute ("Dispute") has arisen under these Terms, they should promptly send a written notification to the opposing party. This notice should clearly describe the nature of the dispute, the sought-after resolution, and the necessary actions to resolve said Dispute.
Dispute Settlement Process:
- Upon receiving the aforementioned notification ("Notice"), both parties must: i. Endeavor to resolve the Dispute amicably through negotiation or other mutually agreed-upon methods within 14 days of the Notice. ii. If the Dispute remains unresolved 14 days post-Notice, the parties should either jointly select a mediator or request the appointment of one by the President of the Australian Disputes Centre or their designated representative. iii. Costs related to the mediator, including fees, venue expenses, and other reasonable costs, are to be equally borne by both parties. However, each party should handle their individual expenses related to the mediation. iv. The mediation will take place in Melbourne, Australia.
Confidentiality of Discussions: All discussions and communications between parties during the dispute resolution process will remain confidential. As far as possible, these will be considered "off-the-record" negotiations under relevant evidence laws.
Ending Mediation: Should the Dispute remain unresolved five days after mediation begins, any party may request the mediator to conclude the mediation, which the mediator is obliged to do.

14. Governing Legislation

These Terms are directed and interpreted by the laws of Victoria. All disputes, or claims, irrespective of their nature, which arise from or are related to these Terms, shall be construed, interpreted, and governed by the laws of Victoria, Australia.

16. Severability

Should any provision or segment of these Terms be deemed invalid, illegal, or unenforceable under any applicable statute or rule of law, such provision will be deemed omitted to the extent necessary to comply with the law. The remainder of the Terms will continue in full force and effect, and the invalid, illegal, or unenforceable provision will be replaced by a provision that is valid, legal, and enforceable and that comes closest to expressing the intention of the original provision.

17. Entire Agreement

These Terms, unless superseded by another written agreement between you and Phoebe Solutions, together with any other legal notices and agreements published by Phoebe Solutions on the Website, shall constitute the prevailing agreement concerning the Website and Services. No waiver of any term or provision of these Terms shall be deemed a further or continuing waiver of such term or any other term.

18. Contact Information

For any queries or comments regarding these Terms, please contact Phoebe Solutions at the provided contact details on our Website.