Subscription Terms

Last updated: 11 June 2026

The agreement that you make when you subscribe to our services.

1. Introduction

Nookal provides a subscription based service to assist in practice management.

By purchasing a subscription through the Nookal Website, starting a free trial or accessing or using the Software or Services, you agree to these subscription terms and conditions ( Subscription Terms ), together with the Nookal Privacy Policy and Website Terms of Use. Please read them carefully.

2. Definitions

In these Subscription Terms:

Term	Definition
Agreement	means these Subscription Terms (including the License), our Website Terms of Use, our Privacy Policy, our Cookie Policy, any other documents incorporated by reference into the Agreement, and as applicable, the terms of any free trial provided to you for use of the Software, and any order, quote or other document agreed by you and us with respect to your Subscription.
Branding	means your name, design, symbol, or colour combinations, marks, image, logo, fonts, get-up or any other feature that identifies or makes you distinctive.
Business Day	means a day that is not a Saturday, Sunday or public or bank holiday in the Territory.
Commencement Date	means the date on which you purchase a Subscription from the Website for the Initial Term.
Confidential Information	means information, whether marked as confidential or not, received or developed by either party, which is not publicly available and includes information related in any way to each party’s respective business, technical or financial information, and as applicable Personal Information and Protected Health Information.
Fees	means the subscription fees for the Software per Month as listed on the Website at: https://www.nookal.com/pricing.
Further Term(s)	means further period(s) aligned to the period of the Subscription plan selected from the pricing page on the Website, or if not selected, further period(s) of one (1) Month each that this Agreement will continue following the expiry of the Initial Term (or Further Term as the case may be) if renewed under clause 5.
Initial Term	means the period of the Subscription plan selected from the pricing page on the Website, or if not selected, the period of one (1) Month from the Commencement Date.
Intellectual Property Rights	means any current and future intellectual and industrial property rights and interests throughout the world, including any patents, copyrights and related rights, utility models, designs, trade marks, service marks, rights in relation to circuit layouts and databases, inventions, discoveries, trade secrets, know how, and improvements, trade, business, or company name, indication, source or appellation of origin, applications for, or rights to apply for registration of any of those rights, rights under licences and consents in relation to any of them and any other forms of protection of a similar nature or having equivalent or similar effect to any of them now or in the future, whether registered or unregistered, for the duration of the rights and interests, and includes the source code and object code of the Software.
License	means a limited, revocable, non-exclusive, non-sublicensable (except to authorised users) and non-transferable license granted to you to: (a) access and use the Software; and (b) use the Materials relevant to the Software, for the Initial Term and any Further Term in the Territory, in accordance with this Agreement.
Licensee Data	means the data and content that you or your authorised users input or upload into the Services or generate through the Software, including as applicable Personal Information and Protected Health Information.
Materials	means the any of our instructions, manuals, training materials, guides, commentary, listing and other materials for use in conjunction with the Software.
Merchant Terms and Conditions	means the terms and conditions applying to the Payment Method chosen and utilized by you to process payments for the Software.
Month	means a calendar month.
Moral Rights	means: (a) a right of attribution of authorship; or (b) a right not to have the authorship falsely attributed; or (c) a right of integrity of authorship.
Nookal, we, us, our	means Nookal Pty Ltd ACN 636 857 979.
Notified Email Address	means the email address you nominated when you purchased the Subscription from us.
Payment Method	means a current and valid method of payment accepted by us, which may include payment by credit card as listed on the Website at: https://www.nookal.com/pricing.
Personal Information (or “Personal Data” in some Territories)	has the meaning set out in the relevant Privacy Law.
Privacy Law	means, as applicable: in Australia: the Privacy Act 1988 (Cth); the Australian Privacy Principles (or APPs) contained in schedule 1 Privacy Act; and all other applicable laws, regulations, registered privacy codes, privacy policies and contractual terms in respect of the processing of Personal Information; in NZ, the Privacy Act 2020 and (where applicable) the Health Information Privacy Code 2020; in the United Kingdom: all applicable data protection and privacy legislation in force from time to time in the UK, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), in each case as amended (including by the Data (Use and Access) Act 2025), and the EU GDPR as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Information (including, without limitation, the privacy of electronic communications); and in Ireland and the EU, Regulation (EU) 2016/679 (General Data Protection Regulation) (EU GDPR); in Canada, the Personal Information Protection and Electronic Documents Act; in South Africa, the Protection of Personal Information Act; in the US, US federal and state laws and regulations regarding privacy, confidentiality and cybersecurity protection of personal information or other protected information, as set forth in the pertinent laws or regulations; and in other Territories, all applicable data protection and privacy legislation and regulations in force from time to time in the relevant Territory.
Protected Health Information	means information concerning past, present or future medical or mental health condition or treatment as that term is defined within the US 45 CFR § 164.501.
Services	means the Software and any support or ancillary services provided by Nookal in relation to the Software.
Software	means those software products and services available on the Website from time to time.
Spam	has the meaning set out in the Spam Act 2003 (Cth) or equivalent legislation applicable in the Territory, including: in NZ, the Unsolicited Electronic Messages Act 2007; in the UK, The Privacy and Electronic Communications (EC Directive) Regulations 2003; in Ireland and the EU, The Privacy and Electronic Communications Directive 2002; in Canada, Canada’s Anti-Spam Legislation 2014; in South Africa, the Electronic Communications and Transactions Act, and the Protection of Personal Information Act; and in the US, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003.
Subscription	means your agreement to receive Software and Services for the Initial Term and any Further Term.
Territory	means the country in which you are located.
Update	means a release, patch or modification made generally available at no additional charge that corrects defects, improves performance, addresses security, or adds minor features. Updates exclude Upgrades.
Upgrade	means a new major version or edition that introduces substantially new or materially different functionality and may be subject to additional fees unless stated otherwise.
Usage Charges	means the charges for SMS messaging and claiming service as listed on the Website at: https://www.nookal.com/pricing.
Website	means the Nookal website at https://www.nookal.com, including any regional version of that website, and includes the domain through which the Software is accessed.

3. Grant of Licence

We grant you a Licence to use the Software and Materials in the Territory on and subject to the terms and conditions of this Agreement.

You must ensure that your authorised users comply with this Agreement.

4. Fees and Payments

For the License to use the Software, you must pay the Fees plus any applicable taxes to us on the Commencement Date and on commencement of each Further Term.

You will pay the Fees to us using a Payment Method. Where the Payment Method incorporates or otherwise utilizes a third party payment service ( Payment Service ), you acknowledge and agree:

to comply with the Merchant Terms and Conditions published by the Payment Service;
that the fees from a transaction processed through use of the Software may be paid directly to us by the Payment Service. Where this occurs, we will remit those fees immediately to you;
that we may be paid a commission from the Payment Service; and
that the Payment Service, as a third party, may from time to time renew its terms and conditions.

Usage Charges will be payable in accordance with clause 15.

Unless otherwise advised or agreed, all Fees and Usage Charges are displayed on the Website and charged in the currency applicable to your Clinic’s region of registration, as set out in the Regional Terms clause of this Agreement.

You acknowledge that we may change the Fees and will provide you with at least 30 days’ prior notice of any such changes. Any change to the Fees will become effective from the next Further Term (if any). If you do not accept the change to the Fees, you may cancel your Subscription effective at the end of the Initial Term or current Further Term.

We enforce a strict no refund policy for the License to use the Software if you decide to cancel your Subscription during the term of the License.

A surcharge of 20% will be added to the Fees for any Licence commenced using the ‘Sign Up with Xero’ service.

You acknowledge that all Fees and Usage Charges exclude any taxes (including consumption tax of any kind) or duties payable in the jurisdiction where the payment is either made or received.

5. Duration, Renewals and Cancellation

This Agreement commences on the Commencement Date (or in respect of any free trial period, the commencement of the free trial period).

Subject to the terms of this Agreement, the License for the Software will continue for the Initial Term.

This Agreement will renew and continue for Further Terms until cancelled by you or Nookal.

This Agreement, your Subscription and the License for the Software, will automatically renew and continue for a Further Term at the end of the Initial Term or a current Further Term(s), unless you cancel your Subscription or this Agreement is terminated.

You may cancel your Subscription at any time by providing us written notice that you wish to do so.

Your cancellation will be effective at the end of the Initial Term or current Further Term (as applicable). You will not be entitled to any refund of Fees already paid for the current Initial Term or Further Term (as applicable), prorated or otherwise.

Every now and then, we may provide you with copies of any amendments to the Materials.

You must not copy the Materials except where necessary to enable proper use of the Software in accordance with the License.

6. Delivery

On the Commencement Date, we will deliver to your Notified Email Address instructions on how to access and use the Software or a username and temporary password to access the Software.

Where we deliver the Software to you via the internet, you acknowledge that no transmission over the internet is or can be guaranteed to be completely secure. We protect transmissions using the measures described on our Security and Compliance page and, to the maximum extent permitted by law, we are not liable for loss arising from cyber attacks, defects or flaws in or impacting connections to the internet, or other security incidents affecting that transmission, that occur despite those measures and are beyond our reasonable control.

You must conduct all of your own acceptance testing procedures necessary for the Software.

The Software will, at all times, be hosted by us or an affiliate of ours on servers connected to the internet. We secure that hosting using the measures described on our Security and Compliance page; you acknowledge that no internet-connected hosting is or can be guaranteed to be completely secure and, to the maximum extent permitted by law, we are not liable for loss arising from security incidents that occur despite those measures and are beyond our reasonable control.

7. Promotions and Free Trials

Every now and then, we may offer promotions, including a free trial period for use of the Services.

Free trials are for new users only. Nookal reserves the right, in its absolute discretion, to determine your eligibility for a free trial.

If you wish to continue using the Services following your free trial period, you will be required to purchase a Subscription. The free trial period will immediately end on the Commencement Date (if not prior).

Usage Charges (such as SMS messaging charges) may apply during a free trial period.

These Subscription Terms apply to any promotions, including a free trial period.

8. Use of the Software

You must (and you must ensure your users) when using the Software:

only use or attempt to use the Software “as is” for business and professional purposes;
not attempt to access or control the server on which the Software is hosted, except through the patient interface or as the Software otherwise provides;
comply with the requirements, standards and obligations of current editions of all Materials provided by us;
comply with any operational guidelines or emergency directions issued by us;
promptly report any errors, defects or malfunctions experienced or observed in the Software to us;
not reverse-engineer or do anything to damage the Software or the server on which the Software is hosted;
not sell, grant any interest in, sub-license or create derivative works of the Software except as permitted by this Agreement;
not use the Software in a manner that is detrimental to us in that it causes legal, regulatory violation claims or proceedings or damage to Nookal’s business reputation;
not use Software in any way that breaches any applicable laws or regulations, is unlawful or fraudulent, to cause harm or attempt to harm minors in any way, or to transmit or procure the sending of any unauthorised advertising material or Spam.

Compliance with Law: In connection with the performance, access and use of the Services under this Agreement, you agree to comply with all Privacy Laws and other applicable laws, rules and regulations including, but not limited to export, privacy, and data protection laws and regulations. Each party represents that it is not named on any U.S. government denied-party list. Further, you shall not permit your users to access or use any Service or content in a U.S. embargoed country or in violation of any U.S. export law or regulation. If necessary and in accordance with applicable law, we will cooperate with local, state, federal and international government authorities with respect to the Services. Notwithstanding any other provision in these Subscription Terms, we may immediately terminate this Agreement for noncompliance with applicable laws.

You acknowledge and agree that:

the Software is provided “as is” as it appears on the server hosted by us on the day of execution of this Agreement;
as the Software is provided over the internet there may be risks of security and virus threats. You accept those risks and we disclaim responsibility or liability for any malware, viruses, cyber attacks or other security threats or incidents arising from the provision of the Software over the internet;
any data transmitted to and from your computer systems to the server on which the Software is hosted may not be secure given the inherent risks with the internet;
you must ensure for each user that their device is regularly updated with anti-virus software;
every now and then we may be required to access the Software and database associated with the Software to ensure ongoing maintenance and continued service;
we may, but are not obliged to, provide service levels or uptime for the Software and that scheduled maintenance, emergencies or unscheduled outages may occur every now and then which may leave the Software unavailable or with limited functionality. To assist you with this, we will provide our service status on a Status page;
access to and use of the Software may be impaired or prevented by a variety of factors that are beyond our control, for instance defects in computer systems and problems with internet connectivity between you and the server hosting the Software and we are not responsible for any such things or their effects;
Licensee Data: we back up data that is entered into the Software by you ( Licensee Data ), as part of undertaking a whole system back up of the Software. To assist you with this, we will provide our scheduled process on a Backups page. You acknowledge and agree in respect of the Licensee Data: that you consent to us holding and accessing the Licensee Data for this purpose; and that you must regularly back up the Licensee Data to a location other than the Software. You release us from any liability in respect of the Licensee Data and any loss caused if you do not back up the Licensee Data.

You will not (and must ensure your users do not):

use the Software outside the Territory;
use or launch any automated system or bots that send an unnecessary or inordinate number of request messages to our servers
use the Software in any manner that damages, disables, overburdens, or impairs any of our Websites or interferes with any other party’s use of the Software;
attempt to gain unauthorized access to the Software;
access the Software other than through the Software interface; or
use the Software for any purpose or in any manner that is unlawful or prohibited by this Agreement.

9. Maintenance of the Software

We may from time to time provide Updates or Upgrades to the Software. You must implement such Updates or Upgrades as soon as practicable after they have been provided to you.

We will not be liable for any losses or damages that arise from your failure to implement Updates or Upgrades we provide.

10. Personal Information

You acknowledge that we will collect Personal Information in providing the Software and all Personal Information will be handled in accordance with applicable Privacy Laws and our Privacy Policy.

In this clause:

EU GDPR: means Regulation (EU) 2016/679 (General Data Protection Regulation).
GDPR Data: means EU GDPR Data and UK GDPR Data as defined in this clause.
UK GDPR: means the UK General Data Protection Regulation under the Data Protection Act 2018 (UK).

Where you collect Personal Information from a citizen of the:

UK GDPR Data: United Kingdom and that citizen is subject the UK GDPR ( UK GDPR Data ); or
EU GDPR Data: European Economic Area and that citizen is subject to the EU GDPR ( EU GDPR Data ),

then you must in all respects comply with the UK GDPR and EU GDPR, and:

sign and return our EU/UK Data Processing Addendum;
acknowledge that you are the ‘controller’ of the GDPR Data for the purposes of the EU GDPR and UK GDPR;
acknowledge that we are the ‘processor’ of the GDPR Data for the purposes of the EU GDPR and UK GDPR;
Minor: u collect GDPR Data of a person under the age of 16 years ( Minor ), you must ensure you obtain the express consent of the parent or guardian to the Minor to the collection, storage and process of the GDPR Data of the Minor;
acknowledge that any transfer of GDPR Data outside the United Kingdom or the European Economic Area will be made in accordance with approved transfer mechanisms (including the EU Standard Contractual Clauses and the UK Addendum), as set out in our EU/UK Data Processing Addendum;
obtain express consent for GDPR Data to be lawfully used, processed and transferred in accordance with this Agreement; and
where ‘special categories of data’ are collected by you, implement sufficient security controls and technological measures to handle and deal with that data in accordance with the EU GDPR and UK GDPR as applicable.

If a third party alleges infringement of its Personal Information under the Privacy Laws and/or the EU GDPR or UK GDPR, we may take measures necessary to prevent the infringement of a third party’s rights from continuing.

We may unilaterally change this Agreement to meet the laws and requirements of any Territory in respect of Personal Information or Protected Health Information, as a result of your use of any Software and/or data associated with or uploaded to the Software either directly or indirectly in a jurisdiction.

11. Indemnity

You shall as soon as practicable advise us in writing of any actions, claims or proceedings which may be brought or claimed against you or us arising out of the use of the Software by you or your users.

Except to any extent caused by us, you indemnify and agree to keep us indemnified against any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs (including reasonable attorney fees)), charges and expenses arising out of the use of the Software by you, your employees, third parties servants and agents in breach of the terms of this Agreement or in breach of applicable laws, including but not limited to any breach of Privacy Laws or infringement of Intellectual Property Rights.

We are not liable to you or any third party under this Agreement or under general law to the extent that any loss or damage is caused or contributed to by:

your negligence or the negligence of a third party to you;
any breach by you of the terms and conditions of this Agreement or any other applicable laws, regulations or rules in the Territory;
the use of the Software in conjunction with any other software not approved in writing by us for use with the Software; or
any virus or similar occurrence which adversely affects us, or the Software which was caused by you or your access facilities.

You warrant to us that you acquire the goods or services under this Agreement for business purposes and not for personal, domestic or household use or consumption. Our liability for a failure to comply with any non-excludable consumer guarantee is limited as set out in the Consumer law provisions of this Agreement. Except as set out there, and to the maximum extent permitted by law, all statutory warranties conferred in relation to the supply of goods or services to you under these Subscription Terms are excluded.

You fully release us from any claim, cost, expense, liability or damage incurred by you as a result of us suspending access of any user to the Software in accordance with the terms and conditions of this Agreement, or from you not undertaking a back up of the data you or your users input into the Software.

Where the Software incorporates or otherwise uses a Payment Method, you indemnify us against any “chargeback” made by the third-party merchant under its Merchant Terms of Service and to make good the damage suffered by us by reason of any “chargeback” that is made.

12. Limitation of Liability

Subject to the remainder of this clause, and to any rights that cannot be excluded under applicable law, we (including our directors, officers and employees) will not be liable for any injury, loss, claim or damages arising from your misuse of the Software or the Website, or from your provision of Protected Health Information to the Services or to us in unencrypted format.

Limitation on indirect liability: neither party will be liable to the other party or to any other person for any indirect, special, consequential or incidental loss, exemplary or other such damages — including, without limitation, damages arising out of or relating to: (i) loss of data; (ii) loss of income; (iii) loss of opportunity; (iv) lost profits; or (v) costs of recovery — however caused and based on any theory of liability, including breach of contract, tort (including negligence) or statute, whether or not such party has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to you.

Our total liability to you arising under this Agreement, in a calendar year, will not exceed the amount of the Fees paid by you under this Agreement in that calendar year.

13. Warranties

Save for those express warranties provided in this Agreement to the maximum extent permitted by applicable law:

we do not give an express warranty of any kind in relation to Software, Material and/or Services supplied under this Agreement;
we do not warrant that the Software or Materials will be free of bugs, errors or viruses; and
we provide our Software on an “as is” and “as available” basis without any representation or warranties, including implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

We do not represent or warrant that: (i) the use of our Services will be timely, uninterrupted or error free, or operate in combination with any specific hardware, software, system or data; (ii) our Services will meet your requirements; or (iii) all errors or defects will be corrected. Use of the Services is at your sole risk. Our entire liability and your exclusive remedy under this warranty will be, at our sole option and subject to applicable law, to provide conforming Services, or to terminate the non-conforming Services or the applicable order and provide a pro-rated refund of any prepaid Fees from the date you notify us of the non-conformance through the end of the remaining term. To the extent permitted by applicable law, we disclaim all other warranties and conditions, whether express, implied, statutory or otherwise, including any express or implied warranties of merchantability, satisfactory quality, title, fitness for a particular purpose and non-infringement. Some jurisdictions do not allow the exclusion of certain warranties and conditions, therefore some of the above exclusions may not apply to customers located in those jurisdictions.

Each party, at the Commencement Date, warrants to the other that:

they have the full corporate power to execute, deliver and perform their obligations under this Agreement;
this Agreement constitutes a legal, valid and binding obligation on each party, enforceable in accordance with its terms by appropriate legal remedy; and
each party has all licenses, authorizations, consents, approvals and permits required by applicable laws to perform its obligations under this Agreement.

14. Termination

This Agreement may be terminated by either party giving notice to the other party if the other party commits any breach of any provision in this Agreement and does not remedy the breach within 14 days of receiving written notice to do so.

Either party may terminate this Agreement at any time and without reason, by giving the other party written notice, effective at the end of the Initial Term or current Further Term. For the avoidance of doubt, this does not limit your right to cancel your Subscription at any time under clause 5.

Any active Subscription ceases upon the effective date of termination of this Agreement.

If you fail to pay the Fees and Usage Charges as required under this Agreement and after 7 days’ notice of the failure to pay, we may cancel, restrict, or suspend your Subscription and access to your Nookal account immediately without further notice to you. If you continue to fail to pay the outstanding Fees and Usage Charges, we may engage an external agency, at your expense, to recover any debt owed by you.

If we restrict or suspend your Subscription or Nookal account due to your failure to pay the Fees and Usage Charges, we reserve the right not to reinstate the Subscription or Nookal account until you have paid all amounts outstanding on all accounts. Nookal may charge a reinstatement fee, in addition to any late payment or disconnection fees.

If you or Nookal cancel your Subscription and Nookal account or this Agreement is terminated, we will issue correspondence to you requesting you confirm which Licensee Data currently stored on your Nookal account you require to be provided to you. We will provide you with a copy of the data requested in PDF or CSV form. Thereafter, your account and any data stored on the account will be deleted ninety (90) days after your account is cancelled. Free trial accounts will be deleted immediately after the trial period has expired.

The Licence granted to you under this Agreement terminates upon the effective date of termination of this Agreement or cancellation of your Subscription.

15. Usage Services

SMS Messaging

We offer an integrated SMS system for use as part of the Software, which allows you to send automated appointment reminders and SMS messages.

You acknowledge SMS message delivery is not encrypted and agree not to transmit Personal Information or Protected Health Information via SMS.

You agree to defend, indemnify, and hold us harmless if you use Protected Health Information in an SMS message resulting in a HIPAA investigation or state law claim.

We use a credit-based system for sending SMS messages and each message is charged at a predetermined monthly amount as detailed on the Website. Nookal may change this monthly Usage Charge at any time without prior notice to you but as notified on our Website. Any change to the Usage Charges will become effective from the next Further Term (if any). If you do not accept the change to the Usage Charges, you may cancel your Subscription effective at the end of the Initial Term or current Further Term.

SMS message charges are not included during a free trial or demonstration period and will be charged to you during or at the conclusion of your free trial or demonstration.

You agree that we will not be held responsible for any liabilities or claims for SMS messages not sent or not received and for any misuse of the SMS services offered, which may be interpreted as Spam or unwanted electronic material.

SMS message delivery is not guaranteed by any network operator, and there is no method through which we can determine whether an SMS message has been delivered to the recipient’s handset.

Claiming Service

We offer integrated online claiming services (including Medicare, Department of Veteran’s Affairs (DVA), National Disability Insurance Scheme (NDIS), Accident Compensation Corporation (ACC) and other supported schemes as updated on the Website from time to time) for use within Nookal to send claims to the relevant services for processing.

We use a credit-based system for sending claims and when a claim is marked as “completed”, you are charged at a predetermined amount, which is displayed on the Website. These credits work the same way as the SMS credits. You acknowledge the predetermined Usage Charge amount may change at any time without prior notice to you but as notified on our Website. Any change to the Usage Charges will become effective from the next Further Term (if any). If you do not accept the change to the Usage Charges, you may cancel your Subscription effective at the end of the Initial Term or current Further Term.

You agree that Nookal will not be held responsible for any repercussions for claims not sent or not received or for any misuse of the claiming services offered.

Claims marked “completed” do not guarantee that the claimed amount was paid to the recipient, and there is no method through which we can determine whether the claimed amount was paid to the recipient.

Expiry of Credits

Unused service credits for services including but not limited to SMS messaging and online claiming will expire 12 months after purchase of the Subscription.

Nookal enforces a strict no refund policy for unused service credits for services including but not limited to SMS messaging and online claiming.

16. Spam Statement

The Nookal Website is governed by the Spam Act 2003 (Cth).

You must not use any of our services to send, deliver or cause Spam to be delivered to any person.

You acknowledge that if you use your Nookal account to send, deliver or cause Spam to be delivered, you are in breach of these Subscription Terms and we may suspend or terminate your Nookal account and/or Subscription.

We have an internal policy to educate our staff and implement clear guidelines and rules in relation to the dissemination of commercial electronic messages.

You may unsubscribe from any mailing list to which you have previously subscribed. If for any reason there appears to be no facility to be removed from the mailing list, you can send us an email at support@nookal.com advising that you wish to unsubscribe from the mailing list.

To assist us in combatting Spam, you agree:

that if you receive an unauthorised advertisement or offensive message, which appears to originate from Nookal, to notify us immediately;
to ensure you unsubscribe from any of our mailing lists if you decide you no longer wish to receive commercial messages from us or our contracted third parties; and
if you do subscribe to any of our mailing lists, to ensure that we have your current details at all times.

17. Intellectual Property

Intellectual Property Rights

We own and retain all rights and Intellectual Property Rights in the Services, Website and the Materials and any content that may be accessed through the Services or the Website (excluding Licensee Data). You shall not create derivative works from the Software without our written permission.

You own and retain all rights and Intellectual Property Rights in Licensee Data. You warrant you have the right to provide Licensee Data and that our use of Licensee Data under this Agreement will not infringe any third party rights. You grant us a non-exclusive license to process Licensee Data to the extent required to provide the Services to you and comply with applicable law.

The parties warrant that nothing in this Agreement affects any transfer or assignment of ownership of any Intellectual Property Rights in the Software or Licensee Data.

You acknowledge that you will not remove any copyright notices in the Materials or the Services.

You must immediately inform us of any breach of the Software system or security you become aware of and must provide details of the breach to us sufficient for us to recreate and/or remedy the breach.

If you learn of any infringement or threatened infringement of the Intellectual Property rights licensed under this Agreement, you must let us know in writing as soon as practicable. This is a material term of this Agreement.

License to Use Branding

You grant to us a non-exclusive and non-transferable license to use the Branding for the purpose of delivering the Services and Materials.

You consent (and agree to ensure that your personnel consent) to us dealing with any Moral Rights in the Branding to develop and deliver the Software.

You release us from any claim in relation to any act or omission done in respect of or in dealing with the Branding.

The rights obtained by us under this Agreement may be exercised in all the states and worldwide as permitted by applicable laws.

We may utilize your Branding for promotion with third parties. For the avoidance of doubt, such use will not include any Personal Information or Protected Health Information.

Third Party Applications

If you enable third-party applications (e.g. Xero, MYOB, PatientNotes, TyroHealth etc.) in connection with your use of the Services, you acknowledge and agree that we may allow providers of those third-party applications to access your Licensee Data as required for the interoperation of such third-party applications with the Services. Without limiting anything in these Subscription Terms, we exclude all responsibility for any loss or damage, direct or indirect, resulting or arising from any disclosure, modification or deletion of your Licensee Data resulting from any such access by the providers of such third-party applications.

18. Confidentiality

A party who receives Confidential Information ( Receiving Party ) from the other party ( Disclosing Party ) must not, without the Disclosing Party’s prior written consent, use and/or disclose any Confidential Information, other than to:

perform its obligations or exercise its rights under this Agreement; or
comply with applicable law.

We may disclose your Confidential Information to a third-party provider, including our sub-processors, where that supplier provides us with services that we use to provide the Services and as described under clause 17 (Third Party Applications).

19. Notices

Any notice under this Agreement must be in writing and:

given to us at: support@nookal.com; or
given to you at the Notified Email Address.

Any notice given under this clause will be deemed as served on the Business Day after successful transmission from the server of the sender.

The parties agree that all agreements, notices, disclosures and other communications that are provided electronically, satisfy any legal requirement that such communications be in writing, including for the purposes of this clause.

20. Taxes

The Fees, Usage Charges and any other fees under this Agreement exclude any taxes or duties payable in the jurisdiction where the payment is either made or received. You must pay to us the amount of any taxes or duties in addition to any Fees, Usage Charges or other fees owed under this Agreement. Notwithstanding the foregoing, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority in the jurisdiction, if such a refund or credit is available.

21. Export Controls and Sanctions

You must not use the Services in breach of applicable export control, trade, or economic sanctions laws, or if you are a person or entity on any applicable denied/restricted party list or located in an embargoed country.

22. Regional Terms

This clause sets out the additional terms, governing law and consumer protections for each region in which Nookal is offered. The terms for the region in which your Clinic is registered apply to you.

🇦🇺 Australia

Currency: Unless otherwise advised or agreed, all Fees and Usage Charges for Clinics registered in Australia are displayed and charged in AUD (A$).

Governing law and jurisdiction: This Agreement is governed by, and is to be construed in accordance with, the laws of Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia in respect of any dispute arising out of or in connection with this Agreement, without prejudice to any non-waivable rights you may have under the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Consumer law: Nothing in this Agreement excludes, restricts or modifies any right or remedy you may have under the Australian Consumer Law set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) that cannot lawfully be excluded, restricted or modified. To the maximum extent permitted by law, our liability for breach of any non-excludable condition or warranty under the Australian Consumer Law is limited, at our option, to: (a) supplying the Services again; or (b) the payment of the cost of having the Services supplied again.

🇨🇦 Canada

Currency: Unless otherwise advised or agreed, all Fees and Usage Charges for Clinics registered in Canada are displayed and charged in CAD (C$).

Governing law and jurisdiction: This Agreement is governed by, and is to be construed in accordance with, the laws of the Province of Ontario, Canada. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario, Canada in respect of any dispute arising out of or in connection with this Agreement, without prejudice to any non-waivable rights you may have under the Competition Act and applicable provincial consumer protection legislation (including, in Quebec, the Consumer Protection Act, CQLR c P-40.1).

Consumer law: Nothing in this Agreement excludes, restricts or modifies any right or remedy you may have under the Competition Act and applicable provincial consumer protection legislation (including, in Quebec, the Consumer Protection Act, CQLR c P-40.1) that cannot lawfully be excluded, restricted or modified. To the maximum extent permitted by law, our liability for breach of any non-excludable condition or warranty under applicable Canadian federal and provincial consumer protection laws is limited, at our option, to: (a) supplying the Services again; or (b) the payment of the cost of having the Services supplied again.

🇮🇪 Ireland

Currency: Unless otherwise advised or agreed, all Fees and Usage Charges for Clinics registered in Ireland are displayed and charged in EUR (€).

Governing law and jurisdiction: This Agreement is governed by, and is to be construed in accordance with, the laws of Ireland. Each party irrevocably submits to the exclusive jurisdiction of the courts of Ireland in respect of any dispute arising out of or in connection with this Agreement, without prejudice to any non-waivable rights you may have under the Consumer Rights Act 2022 (Ireland) and applicable EU consumer protection directives.

Consumer law: Nothing in this Agreement excludes, restricts or modifies any right or remedy you may have under the Consumer Rights Act 2022 (Ireland) and applicable EU consumer protection directives that cannot lawfully be excluded, restricted or modified. To the maximum extent permitted by law, our liability for breach of any non-excludable condition or warranty under the Consumer Rights Act 2022 (Ireland) is limited, at our option, to: (a) supplying the Services again; or (b) the payment of the cost of having the Services supplied again.

🇳🇿 New Zealand

Currency: Unless otherwise advised or agreed, all Fees and Usage Charges for Clinics registered in New Zealand are displayed and charged in NZD (NZ$).

Governing law and jurisdiction: This Agreement is governed by, and is to be construed in accordance with, the laws of New Zealand. Each party irrevocably submits to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute arising out of or in connection with this Agreement, without prejudice to any non-waivable rights you may have under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986.

Consumer law: Nothing in this Agreement excludes, restricts or modifies any right or remedy you may have under the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 that cannot lawfully be excluded, restricted or modified. To the maximum extent permitted by law, our liability for breach of any non-excludable condition or warranty under the Consumer Guarantees Act 1993 is limited, at our option, to: (a) supplying the Services again; or (b) the payment of the cost of having the Services supplied again.

🇬🇧 United Kingdom

Currency: Unless otherwise advised or agreed, all Fees and Usage Charges for Clinics registered in United Kingdom are displayed and charged in GBP (£).

Governing law and jurisdiction: This Agreement is governed by, and is to be construed in accordance with, the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with this Agreement, without prejudice to any non-waivable rights you may have under the Consumer Rights Act 2015.

Consumer law: Nothing in this Agreement excludes, restricts or modifies any right or remedy you may have under the Consumer Rights Act 2015 that cannot lawfully be excluded, restricted or modified. To the maximum extent permitted by law, our liability for breach of any non-excludable condition or warranty under the Consumer Rights Act 2015 is limited, at our option, to: (a) supplying the Services again; or (b) the payment of the cost of having the Services supplied again.

🇺🇸 United States

Currency: Unless otherwise advised or agreed, all Fees and Usage Charges for Clinics registered in United States are displayed and charged in USD (US$).

Protected Health Information:

This clause applies where you are a “covered entity” as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA).

You agree that you are solely responsible for, and accept all liabilities with regard to, use of the Services and use of them in transmittal, storage and disclosures of Protected Health Information in a manner that meets the requirements of Privacy Laws including, but not limited to, the HIPAA as updated by the Health Information Technology for Economic and Clinical Health Act, the Omnibus Final Rule as amended or revised from time to time.

Business Associate Agreement: This Agreement is subject to the terms of a Business Associate Agreement as may be required by the HIPAA and when applicable, will be executed by the parties at the time of execution of this Agreement.

Governing law and jurisdiction: This Agreement is governed by, and is to be construed in accordance with, the laws of the State of Delaware, United States. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Delaware in respect of any dispute arising out of or in connection with this Agreement, without prejudice to any non-waivable rights you may have under Section 5 of the Federal Trade Commission Act and the consumer protection laws of the State in which you reside.

Consumer law: Nothing in this Agreement excludes, restricts or modifies any right or remedy you may have under Section 5 of the Federal Trade Commission Act and the consumer protection laws of the State in which you reside that cannot lawfully be excluded, restricted or modified. To the maximum extent permitted by law, our liability for breach of any non-excludable condition or warranty under the Federal Trade Commission Act and applicable State consumer protection laws is limited, at our option, to: (a) supplying the Services again; or (b) the payment of the cost of having the Services supplied again.

🇿🇦 South Africa

Currency: Unless otherwise advised or agreed, all Fees and Usage Charges for Clinics registered in South Africa are displayed and charged in ZAR (R).

Governing law and jurisdiction: This Agreement is governed by, and is to be construed in accordance with, the laws of the Republic of South Africa. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Republic of South Africa in respect of any dispute arising out of or in connection with this Agreement, without prejudice to any non-waivable rights you may have under the Consumer Protection Act 68 of 2008.

Consumer law: Nothing in this Agreement excludes, restricts or modifies any right or remedy you may have under the Consumer Protection Act 68 of 2008 that cannot lawfully be excluded, restricted or modified. To the maximum extent permitted by law, our liability for breach of any non-excludable condition or warranty under the Consumer Protection Act 68 of 2008 is limited, at our option, to: (a) supplying the Services again; or (b) the payment of the cost of having the Services supplied again.

23. General

Waiver: Any waiver regarding the performance of this Agreement will operate only if in writing and will apply only to the specific instance and will not affect the existence and continued applicability of the terms of it thereafter.
Entire Agreement: nt ): The Agreement embodies all the terms binding between the parties and replaces all previous representations or proposals not embodied herein.
Assignment: nt ): You must not assign all or any of your rights in this Agreement without our prior written consent. We may in our discretion assign all or any of our rights in this Agreement
Jurisdiction and Governing Law: aw ): This Agreement is governed by the laws, and subject to the jurisdiction, set out in the Regional Terms clause of this Agreement.
Vienna Sale Convention: on ): The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Uniform Commercial Code: de ): The Uniform Commercial Code and its variants as adopted by the states and territories of the United States of America do not apply to this Agreement as set forth in applicable law.
Amendments: ts ): Subject to clause 10 (Personal Information), these Subscription Terms may not be amended except in writing signed by the parties.
Severability: ty ): If any provision of this Agreement is held by a court to be unlawful or invalid the validity and enforceability of the remaining provisions will not be affected.
Further Agreements: ts ): Each party will execute such agreements, deeds and documents necessary to give effect to this Agreement.
Charges: es ): Any applicable stamp duties and governmental charges arising out of or incidental to this Agreement will be payable by you.

Questions? Contact privacy@nookal.com for privacy and compliance enquiries, or support@nookal.com for product support.