1. Terms

    These terms of use (“Terms”) set out the terms and conditions for your use of the Panacea Services offered by Panacea Cloud Software Limited or its related companies (“we” or “Panacea”). The person or organisation entering into these Terms as a user of the Panacea Services, together with all individual users accessing the Panacea Services on that person’s behalf (together, “you” or “Users”) accept and agree to be bound by these Terms. Panacea grants you a limited, non-exclusive, non-transferable, revocable licence to use the Panacea Services (subject to your account type) in accordance with these Terms.

    In these Terms, “Panacea Services” means Panacea’s veterinary practice management products and services, and any features, technologies or functionality provided by those products or services, offered by us from time to time, including the Panacea web-based application and panaceahq.com (“Website”).

    If you do not agree to any of these Terms, then you should not use the Panacea Services. All rights not expressly granted to Users in these Terms are reserved by Panacea.

  2. Amendments

    We may change these Terms from time to time, and will endeavour to notify you of such changes via email or by displaying a message when you next use the Panacea Services. If you continue to use the Panacea Services, your use will be governed by the updated Terms.

    From time to time, we may add, make changes to or remove altogether features or functionality of the Panacea Services. We may also decide to cease providing all or some of the Panacea Services at any time, and nothing in these Terms is to be taken as a guarantee that any Panacea Services will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the Panacea Services or any version of them.

  3. Account information

    You must be 18 years or older in order to access and use the Panacea Services. You agree to provide true, accurate, current and complete account information, and to maintain and promptly update your account information in order to ensure that it remains true, accurate, current and complete.

  4. Cancellation of accounts

    We can cancel or suspend your account at any time if, in our sole discretion, you have committed a material or persistent breach of these Terms or any other terms applying to your use of the Panacea Services.

    You are entitled to cancel your account with Panacea at any time by emailing support@panaceahq.com.. If you cancel your account before the end of your current paid up month or year, your cancellation will take effect immediately and you will not be entitled to any refund of Fees paid in advance (unless we agree otherwise).

    If your account is cancelled: (a) your account will be deactivated or deleted; (b) all of your rights granted under these Terms will immediately come to an end; and (c) all of your data and content may be deleted from our systems immediately. Your content cannot be recovered once your account is cancelled. We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before cancellation.

  5. Fees and taxes

    The fees charged for use of the Panacea Services are set out on the Website (“Fees”) and are subject to change. We will endeavour to notify you (by email or by displaying a message when you next use the Panacea Services) at least 30 days before increasing the Fees. Fees are charged in advance on a monthly or annual basis and are non-refundable, including if you only use part of a month or year’s subscription for the Panacea Services. Unless required by law, we will not provide refunds in connection with the Panacea Services. A valid credit card number is required for paying all Fees.

    If you are carrying out a free trial of the Panacea Services (as offered on the Website), the free trial will begin on the day that your account is opened and end 30 days later. If you wish to continue to use the Panacea Services at the end of the free trial period, you will need to provide valid credit card details (unless you choose to use any free Panacea Services which we may offer from time to time).

    All Fees are exclusive of all taxes (other than New Zealand GST), and you indemnify and hold Panacea harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest.

  6. Panacea Services are provided “as is”

    The Panacea Services are provided on an “as is” and “as available” basis, and your use of them is at your sole risk. We will try to promptly address (during normal business hours) all technical issues that arise in connection with the Panacea Services.

    We do not warrant that: (a) the Panacea Services will meet your specific requirements; (b) the Panacea Services will be uninterrupted, timely, secure, or error-free; (c) the Panacea Services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the Panacea Services will meet your expectations; or (e) any errors in the Panacea Services will be corrected.

    You acknowledge that Panacea may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the Panacea Services. The acts and omissions of those third party suppliers may be outside of Panacea’s control, and Panacea does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.

    On behalf of itself and such third party suppliers, Panacea excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.

  7. Our liability is limited

    To the maximum extent permitted by law, Panacea shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses (even if Panacea has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service (in whole or in part) or any technical malfunctions; (b) the cost of procurement of substitute goods and services; (c) unauthorised access to, or alteration of, your communications or data; (d) statements or conduct of any third party regarding the Panacea Services; or (e) any other matter relating to the Panacea Services.

    In any case, Panacea’s maximum aggregate liability under or in connection with these Terms or your use of the Panacea Services is limited to the amount of Fees paid by you in the past 12 months.

  8. You are responsible for your use of the Panacea Service and you indemnify us

    You are responsible for all activity that results from use of the Panacea Services through your account. You are responsible for maintaining the security of your account and password. Panacea will not be liable for any loss or damage that may result from any failure to keep User names and passwords secure.

    You indemnify Panacea against all forms of liability, actions, proceedings, demands, costs, charges and expenses which Panacea may incur or suffer as a result of use of the Panacea Services through your account or as a result of your failure to comply with these Terms.

  9. No malicious or illegal use

    You must not: (a) use the Panacea Services in any unlawful manner, for any unlawful or fraudulent purpose, or in any manner inconsistent with these Terms; (b) infringe our intellectual property rights or those of any third party in relation to your use of the Panacea Services; (c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Panacea Services; (d) use the Panacea Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; (e) collect or harvest any information or data from the Panacea Services or our systems or attempt to decipher any transmissions to or from the servers running any Panacea Services; (f) disclose or distribute information relating to another User of the Panacea Services to any third party, or use any other User’s information for any marketing purposes unless you have that User’s express permission to do so; or (g) access or register User logins via bots or other automated methods.

  10. Reasonable use policy

    You agree to use the Panacea Services in a reasonable way. If we determine that your use of the Panacea Services is not reasonable or that your use is causing degraded performance of the Panacea Services for you or for other Users, we may impose limits on your use of the Panacea Services. Where possible, we will endeavour to give you at least 24 hours prior notice and request that your usage is reduced before imposing any limits.

    Limits on your use of the Panacea Services may include (but are not limited to) the quantities and volumes of the following parameters, per customer: (a) storage required to host and backup customer data; (b) sales transactions and/or consultations per calendar month; (c) API (application programming interface) calls per five (5) minute period; (d) page views per five (5) minute period; (e) bandwidth usage per twenty four (24) hour period; (f) support tickets opened per calendar month; or (g) outlets, registers, users, products and customers.

  11. Intellectual property

    You agree that Panacea owns all of the intellectual property rights existing in the Panacea Services. You agree not to challenge or do anything inconsistent with such ownership. You may not publish or use Panacea’s brand, branding or logos except with Panacea’s prior written consent.

    You grant Panacea a royalty-free, irrevocable, perpetual licence to use (including for commercial purposes) information and/or data collected by Panacea through your use of the Panacea Services, provided that we aggregate or anonymise that information or data before using it. Other than this right, Panacea claims no intellectual property rights in relation to the information or content you input into the Panacea Services.
    You may provide us with comments, feedback or suggestions on Panacea Services, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you.

  12. General

    If we don’t insist that you perform any of your obligations under these Terms, or if we do not immediately enforce our rights against you, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations.

    The Panacea Services are provided for use in business, so you are not a consumer. To the maximum extent permitted by law, any statutory or other consumer protection provisions (including in the Consumer Guarantees Act 1993 and in the Fair Trading Act 1986) do not apply to the Panacea Services, these Terms or our relationship with you.

    Each clause in these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    You are not permitted to assign, sub-licence, novate or transfer these Terms or any of the rights licensed under them.

    These Terms shall be governed by New Zealand law, and you submit to the exclusive jurisdiction of the New Zealand courts for any matter or dispute arising in relation to these Terms.