This is a legal agreement (“Agreement”) between you (and your organisation) and Pnyx Pty Ltd ACN 161 619 567 (“Pnyx”). 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 Pnyx in its sole discretion at any time, and any such changes will be posted on our Website (www.pnyx.com.au). Your continued use of our Services after the posting of revisions to this Agreement will constitute your acceptance of such revisions.
1.1. Pnyx provides integrated, cloud-based software solutions for
community care organisations, specifically developed for healthcare
providers with the direct participation of carers. Our product suite
includes: (a) Case Management System (CMS) - a client-centred case
management platform; (b) Quality Management System (QMS) - a quality
management and compliance platform; and (c) Managed Policies and
Procedures - tailored policy and procedure documentation services. 1.2.
The Services are the provision of software systems and related services
for community care organisations. The Services are offered via the
Internet in a ‘software as a service’ model. Your employees, service
providers, their Clients and their carers can create and store records
relevant to the Client and manage and communicate interactively in a
secure and private environment.
1.3. The Services are hosted on the cloud.
1.4. By using the Services you confirm that you agree to be bound by the
terms of this Agreement and Pnyx Privacy Policy contained on this
Website (“Privacy Policy”).
2.1. In order for Pnyx to provide you the Services, you are required
to register your profile, which involves creation of an Account.
Registration can be only be done through Pnyx’s online registration form
on the Website (“Registration Form”).
2.2. The minimum information you are required to provide Pnyx for
creation of an Account are your full legal name, the name of your
organisation, email address and contact number. You warrant to Pnyx that
the information that you provide is true and accurate. 2.3. By
completing the Registration Form
(a) you warrant to Pnyx that you are duly authorised by your
organisation to enter into this agreement with Pnyx.
(b) You agree to acquire from us and we agree to provide to you the
Services in accordance with this agreement .
2.4. Following completion of the Registration Form, you will be provided
with a unique Account Name (“the Account”). You will require your
Account Name and password to access the Services.
2.5. As the Account Holder you can subscribe to one or more of the
products and services offered by Pnyx. Details of the available products
and pricing are displayed on the Website. It is your responsibility to
ensure the products you select are suitable to your organisation.
2.6. Each Account Holder can create unlimited number of Users to view
and access the Account.
2.7. Depending on the User level of access and the products subscribed
to, you are able to create, read, update or delete information items on
the Services, in accordance with your preferences.
3.1. Pnyx offers the following core products: (a) Case Management System (CMS); and (b) Quality Management System (QMS). 3.2. Pricing for the core products consists of a fixed monthly fee plus usage-based charges. Current pricing details for CMS and QMS are displayed on the Website. 3.3. Pnyx reserves the right to review, amend, vary or change pricing and product terms by updating the details on the Website. Where pricing or product terms are updated, Pnyx will use reasonable endeavours to provide you with notice of the update. 3.4. By subscribing to any of the Services you agree and understand that: (a) all Users under your Account will have access to the Services that your Account has subscribed to; and (b) you will be charged in accordance with the pricing for the Services that you have subscribed to. 3.5. You can add or remove Services from your Account at any time by managing your subscriptions through your Account settings or by contacting Pnyx.
4.1. You can, at any time upon payment of a fee, add Optional Add-Ons
to your Account.
4.2. The Optional Add-Ons are offered on a subscription model basis and
details of the available subscription plans are displayed on the
Website.
4.3. You can cancel your Add-Ons Subscription at any time subject to the
following conditions:
(a) you are required to follow the prompts in your Account to cancel the
subscription.
(b) you will continue to have access to all features of your Add-Ons
Subscription until the end of the subscription period.
(c) refunds or credits are not provided if you decide to cancel the
Add-Ons Subscription part of the way through a subscription
period.
(d) you will receive a confirmation email at the end of the subscription
period when your Add-Ons Subscription expires, at which time you will
lose access to the Optional Add-Ons services. Your Account and
associated username and password will remain active.
4.4. When you purchase Add-Ons Subscription you agree and acknowledge
that:
(a) the service under the Add-Ons Subscription is provided by a
third-party service provider (“Third Party Provider”) and that:
i. you give consent to Pnyx to share your information with the Third
Party Provider as necessary to facilitate its provision of the
service
ii. you are responsible for assessing the quality and accuracy of the
service you receive from the Third Party Provider. Use of this service
is at your own risk.
iii. you acknowledge that Pnyx accept no responsibility or liability for
any losses which may be incurred by you using the whole or part of the
services you receive from the Third Party Provider.
(b) By using the service under the Add-Ons Subscription, you agree to be
bound by the Third Party Provider’s Terms and Conditions of Use.
5.1. We will use reasonable skill and care in providing the Services
to you.
5.2. We will comply with all applicable laws, in connection with
providing the Services under this agreement, including any relevant
privacy laws.
5.3. We will ensure that sufficient capacity is at all times maintained
to enable you to access and use the Services.
5.4. We will use all reasonable efforts to ensure that any system
downtime attributable to upgrades or maintenance activities does not
prevent access by you to, or your use of, the Services.
6.1. This agreement:
(a) commences upon completion of the Registration Form; and
(b) will continue until it is terminated by either party in accordance
with clause 15.
6.2. During the course of this agreement, we may, at our discretion,
revise any of the terms contained in this agreement by providing you
with thirty days written notice of the changes.
7.1. Pnyx currently uses Stripe as its electronic payment provider for its payment facility (“Payment Facility”). When you use the Payment Facility, you agree to abide by Stripe’s Terms of Use. Your nominated credit card must be verified by the Payment Facility before it can be used for direct debit payment of any Services and Add-Ons Subscription with Pnyx (“Direct Debit Account”).
7.2. The core products (CMS and QMS) are billed as follows: (a) Fixed monthly fees are charged in advance and paid by direct debit from your Direct Debit Account on the nominated billing date; and (b) Usage-based charges are calculated monthly and billed in arrears by direct debit from your Direct Debit Account. 7.3. Your billing cycle will be established upon subscription to the Services and will continue on a monthly basis unless terminated in accordance with this agreement. 7.4. Upon request, Pnyx may agree to accept prepayment for Services. All prepaid amounts are non-refundable in whole or in part.
7.5. The Add-Ons Subscription is paid monthly in advance by direct debit from your Direct Debit Account. 7.6. Your Add-Ons Subscription will renew automatically at the end of your subscription period. 7.7. Should you wish to not renew your Add-Ons Subscription, it is your responsibility to cancel the subscription prior to the end of your subscription period. If you fail to do so, Pnyx is not liable for any refunds associated with the automatic renewal of your subscription. 7.8. Refunds are not provided part of the way through a subscription period. You will continue to have access to your Add-Ons Subscription until the end of the subscription period that you have paid for.
8.1. To provide the Services, we require your timely co-operation,
including: (a) providing in a timely fashion all information, documents
and access to equipment, systems and premises that we reasonably
require; and (b) arranging access to your Personnel (where
applicable).
8.2. You must:
(a) comply with any Pnyx policies placed on the Pnyx website, or
otherwise notified to you, and all applicable laws, regulations, rules
and standards in connection with this agreement;
(b) keep confidential and secure all passwords required for accessing
the Services;
(c) ensure, where relevant, that your Personnel comply with the terms of
this agreement;
(d) not use the Services for any purpose other than your legitimate
internal business purposes;
(e) not attempt to gain unauthorised access to the Services or our
systems or networks;
(f) not use the Services to send any spam or unsolicited electronic mail
messages to anyone;
(g) not provide false identity information in order to access or use the
Services;
(h) not enter incorrect, false or misleading or deceptive data, files,
documents, information or records in the System;
(i) not use the Services for any purpose except the purpose they are
designed for, including not using the Services to test the vulnerability
of any part of the Services;
(j) ensure that you own or are licensed to use all data, files,
documents, information or records you store or process on the
System;
(k) not misuse, tamper with, damage, hinder the operation of or make
unauthorised modifications to the Services; or
(l) not knowingly transmit any bug, virus or other disabling feature to
or through the Services, or do anything which diminishes or has negative
impact on the user experience for any of our other customers.
8.3. 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.
9.1. You will be issued with an invoice for all charges to your
Direct Debit Account, including fixed monthly fees charged in advance
and usage-based charges billed in arrears.
9.2. At your request, we can provide you with a summary of your usage of
the Services and Add-Ons Subscription.
9.3. Except as otherwise provided in this agreement, all payments under
or in connection with this agreement must be made without set-off,
counter-claim or deduction.
9.4. The consideration payable for any supply under this agreement is
exclusive of any goods and services tax (GST).
10.1. It is Pnyx’s aim to provide an excellent Service and user
experience, to add value to your organisation and help you provide your
services in better way.
10.2. We will provide the Services in accordance with the Minimum
Services Availability.
10.3. To the extent the Minimum Services Availability are not met, we
may, but need not, at our sole discretion provide a service credit or
other benefit to you in a manner we see fit.
10.4. The periods during which the Services are unavailable as a result
of or in connection with the following events are not to be counted in
calculating whether we have achieved the Minimum Services
Availability:
(a) reasonable scheduled maintenance windows;
(b) Force Majeure Events;
(c) suspension of the Services by us due to any security threat;
(d) suspension of the Services by us due to multiple incorrect password
attempts;
(e) any unauthorised or illegal action or omission of you or any third
party, including any internet service provider, hacker or electricity
provider; and
(f) failure of your hardware or software.
## 11. LIABILITY 11.1. Subject to any condition, warranty or right
implied by law which cannot lawfully be excluded by agreement:
(a) we give no warranties, and you have no other rights, apart from
those, if any, expressly set out in this agreement; and
(b) all implied conditions, warranties and rights are excluded.
11.2. 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.
11.3. 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:
(a) the supplying of the Services again; or
(b) the payment of the costs of having the Services supplied
again.
11.4. We are not liable to you in respect of any:
(a) indirect or consequential loss or damage;
(b) loss of profits, reputation, business, goodwill, customers or labour
costs;
(c) deletion, correction, destruction, corruption, damage, accuracy of
any data back ups, whether of a direct, indirect or consequential nature
in respect of any records;
(d) negligence, willful or fraudulent act or omission by you;
(e) suspension of the Services by us due to any security threat;
(f) suspension of the Services by us due to multiple incorrect password
attempts;
(g) losses due to the interruption of or errors in respect of the
Services;
(h) 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; or
(i) failure of your hardware or software, arising under or in connection
with this agreement.
11.5. Our aggregate liability for loss to you is limited to the
aggregate of the fees paid by you for the Services in the month (or part
thereof) preceding the event giving rise to the loss.
11.6. Despite clause 11.5, nothing in this agreement limits our
liability under clause 14.3.
11.7. You indemnify us for any loss or damage caused by the Users that
you have nominated under Your Account, including loss or damage caused
by the User’’s negligence, fraud, default or breach of a Pnyx policy, or
a breach of a term of this agreement (as if that User was a party to
this agreement).
12.1. We will maintain the security of our systems.
12.2. As soon as we become aware of a breach of our security that may
affect you in a material way, we will notify you.
13.1. 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.
13.2. A party is not obliged to maintain as confidential,
information:
(a) for which it has obtained from the disclosing party prior written
approval to disclose;
(b) which is already in the public domain, other than as a result of an
unauthorised disclosure in breach of this agreement;
(c) which it can prove was known to it at the time of disclosure by the
disclosing party; and
(d) which it is required by law, a securities exchange or regulatory
authority to disclose.
13.3. We will ensure that any personal information that you supply to us
will be treated in accordance with all applicable privacy laws.
13.4. Upon your request we will provide you with a copy of the latest
versions of all your Records free of charge. Any extra information which
you request (and we agree to provide to you) would be provided subject
to you paying our reasonable costs.
14.1. We warrant that:
(a) in providing the Services to you, we will not infringe the
Intellectual Property Rights or Moral Rights of any person;
(b) we have the right to supply the Services; and
(c) use of the Services by any person in accordance with this agreement
will not infringe the Intellectual Property Rights of any person.
14.2. If a notice is received by either party (which must promptly be
notified to the other party) of a claim that use of any of the Services
infringes the Intellectual Property Rights of a third party, we
must:
(a) procure the right to continue to use those allegedly infringing
Services in Australia; or
(b) replace or modify the allegedly infringing Services in order to make
those Services non infringing in Australia.
14.3. We must:
(a) provide, at our own cost, all assistance required by you to defend
any claim that the Services or their use infringes the Intellectual
Property Rights of any person (Claim) or any proceedings arising from
any Claim (Proceedings);
(b) indemnify you against all Losses that you may sustain or incur as
result of a Claim or Proceedings; and
(c) satisfy any settlement or judgement given in any Claim or
Proceedings.
14.4. 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 or our third party
licensors.
14.5. The Services do not convey to you any right or licence to use any
business name, product name, logo or trademarks, including those of any
of our third party licensors.
14.6. You must not:
(a) 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 networks, or any of our or
our third party licensors’ information, software and tools accessed via
the Services; or
(b) 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.
14.7. We grant you, and the Users you have nominated under Your Account,
a non-exclusive, non-transferable licence for the term of this agreement
to use our Intellectual Property Rights for the purpose of this
agreement.
14.8. 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. All
rights and interests in any new Intellectual Property Rights developed
in respect of the Services or System belong to us, and you agree to
assign to us (or will ensure that the Users you have nominated under
Your Account assigns) those new Intellectual Property Rights as soon as
those rights come into existence.
15.1. If a party is in material breach of any of its obligations
under this agreement and does not remedy the breach after receiving 7
days notice in writing from the other party to do so, then the non
defaulting party may terminate this agreement by giving written notice
of termination to the defaulting party, which will be effective
immediately unless otherwise stated in the notice.
15.2. Either party may terminate this agreement at any time by giving
written notice to the other party if an Insolvency Event occurs in
relation to such other party.
15.3. Either party may terminate this agreement without cause upon
giving 30 days’ notice in writing to the other party. All accrued
charges and expenses incurred by us up to the date of termination remain
payable to us.
15.4. We may, at our absolute discretion, terminate this agreement by
giving you 30 days’ notice if you have not used any of the Services for
3 consecutive months. If there are any prepaid amounts at the time of
termination, these amounts are non-refundable.
15.5. On termination of this agreement, and upon your request, we will
provide you with a copy of the latest versions of all your Records free
of charge. Any extra information which you request (and we agree to
provide to you) would be provided subject to you paying our reasonable
costs.
15.6. We reserve the right to retain a copy of your Records for purposes
such as sharing the Records between other involved organisations. If
there are no other users sharing the documents, we will delete or
de-identify the records within a reasonable period of time.
15.7. Clauses 13 and 14 will survive termination of this agreement.
16.1. A party is not liable for any failure to observe its
obligations under this agreement (other than any failure to pay any
amount of money) where such failure is due to a Force Majeure
Event.
16.2. Where the Force Majeure Event prevents a party from performing a
material obligation under this agreement for a period in excess of 45
days, then the other party may by notice terminate this agreement, which
will be effective immediately, unless otherwise stated in the
notice.
17.1. 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.
18.1. We may assign this agreement on providing notice to you.
18.2. You may assign this agreement on obtaining our written
consent.
19.1. We may subcontract the performance of all or any part of our
obligations under this agreement to another person chosen by us.
19.2. We are not relieved from any of our liability or obligations under
this agreement and that we will be liable to you for the acts, defaults
and omissions of any subcontractor or any employee or agent of the
subcontractor as if they were our acts, defaults or omissions.
20.1. We will, at all times, maintain appropriate product and indemnity insurance for the Services, and provide evidence of currency of this insurance if requested by you.
21.1. This agreement records the entire agreement between the parties and supersedes all previous negotiations, understandings, representations and agreements in relation to its subject matter.
22.1. 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.
22.2. 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.
23.1. No provision of this agreement nor a right conferred by it can be varied except in writing signed by the parties.
24.1. 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.
25.1. Except as expressly provided:
(a) nothing in this agreement constitutes a partnership between the
parties or makes a party an agent of the other party for any purpose;
and
(b) neither party can in any way or for any purpose bind the other party
or undertake or accept any obligation or benefit on behalf of or in the
name of the other party.
26.1. A reference to time in this agreement is to the time in Sydney, Australia. References to months are to calendar months.
27.1. This agreement is governed by the laws of New South Wales. The parties submit to the jurisdiction of the courts of New South Wales.
● CMS (Case Management System) means the case management software
service as described in Section 1. ● Core Products means the CMS and QMS
services offered by Pnyx. ● QMS (Quality Management System) means the
quality management software service as described in Section 1. ●
Usage-based Charges means the variable monthly charges for Core Products
calculated based on usage metrics as detailed on the pricing pages on
the Website. ● Business Hours means the hours between 8.30am and 5.30pm
on a day that is not a Saturday, Sunday or public holiday in New South
Wales.
● Client means a person who is your client or patient, and the person
whose information will be accessible through the System. A Client may be
a group of people (for example, a family who is receiving services as a
single client).
● Force Majeure Event includes any cause beyond the control of a party,
such as strike, industrial action, war, sabotage, terrorist activity,
national emergency, blockade or governmental action, inaction or
request, power surge, internet failure, power failure and act of
God.
● Insolvency Event means any of the following events occurring to a
party:
(a) any step is taken to enter into any scheme of arrangement, deed of
company arrangement or composition between that party and its
creditors;
(b) that party ceases to he able to pay its debts as and when they
become due;
(c) that party ceases to carry on business;
(d) any step is taken by a mortgagee to enter into possession or dispose
of the whole or any part of that party’s assets or business; or
(e) any step is taken to appoint a receiver, a receiver and manager, a
trustee in bankruptcy, a liquidator, a provisional liquidator, an
administrator or other like person of the whole or any part of that
party’s assets or business.
● Intellectual Property Rights means all intellectual property rights,
including:
(a) patents, copyright, rights in circuit layouts, registered designs,
plant varieties, trademarks (including service marks), all other rights
resulting from intellectual activity in the industrial, scientific,
literary or artistic fields and the right to have confidential
information kept confidential; and
(b) any application or right to apply for registration of any of those
rights.
● Loss includes, in each case whether of a direct, indirect or
consequential nature, any liability, damage, loss, cost (including,
reasonable legal costs on a solicitor and own client basis) and other
outgoing, and any diminution in value of, or deficiency of any kind in,
any thing.
● Minimum Services Availability means the Services being available 99%
of the time during Business Hours.
● Moral Rights means all present and future rights of integrity of
authorship, rights of attribution of authorship, rights not to have
authorship falsely attributed, and rights of a similar nature conferred
by statute anywhere in the world.
● Personnel means the employees, volunteers, officers, contractors and
agents of a person or entity.
● Records means all documents on the System created by you, including
all versions of those documents where more than one version exists. For
the avoidance of doubt, Records does not mean records on the System
created by others and accessed or modified by you, or comments made by
any person in respect of any document on the System.
● Subscription Period means the duration of access and the period of
time for payment in relation to the Services and Add-Ons Subscription as
displayed on the Website.
● Website means Pnyx’s website (https://www.pnyx.com.au).
LAST REVISION DATE AND EFFECTIVE DATE
These Terms and Conditions was last revised on 1st October 2025
In the spirit of reconciliation Pnyx acknowledges the Traditional Custodians of country throughout Australia and their connections to land, sea and community. We pay our respects to their Elders past and present and extend that respect to all Aboriginal and Torres Strait Islander peoples today.