Zanda Terms of Use

Welcome to Zanda Health Pty Ltd (“Zanda”, “we”, “us”, or “our”). Zanda offers cloud-based practice management software for healthcare and allied healthcare providers (the “Services”). By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use (“Terms”), and Global Data Processing Agreement (“DPA”). These Terms outline your rights, responsibilities, and the conditions under which we provide our Services. If you do not agree with these Terms, you must not access or use the Services.

Contents

1. Definitions
2. Customer Eligibility and Access
3. Scope of Services
4. Data Location and Residency
5. Payments
6. One-Year Guarantee – Fair Play
7. Acceptable Use
8. Use of Artificial Intelligence and Automated Features
9. Provision of Technical Support and Data Migration Services
10. Regulatory Compliance
11. Service Availability and Maintenance
12. Termination and Suspension
13. Third-Party Services and Integrations
14. Modifications to the Services and Terms
15. Intellectual Property Rights
16. Feedback and Customer Submissions
17. Warranties and Disclaimers
18. Limitation of Liability and Indemnification
19. Indemnification
20. Force Majeure
21. Dispute Resolution
22. Governing Law
23. Severability
24. Entire Agreement
25. Communications
26. No Waiver
27. Survival
28. Contact Information

1. Definitions

• Account Data: Covers the data tied to your account, such as your name, email, password, payment info, and settings.
• Customer: An individual or entity that subscribes to the Service.
• Customer Data: Refers to all data, including all categories of Personal Data, uploaded or inputted by the Customer into the Service.
• User: An individual authorized by the Customer to use the Services for uploading or inputting client or patient information.
• Services: Refers to the features and functionalities provided by Zanda to the Customer as part of the Zanda Practice Management platform subscription.

2. Customer Eligibility and Access

To use the Service, you must:

• Be at least 18 years old or the age of majority in your jurisdiction.
• Have the legal capacity to enter into a binding agreement.
• Provide accurate, current, and complete information during the registration process.
• Maintain the confidentiality of your login credentials and restrict access to your Account.
• Ensure that all users accessing the Services through your Account are authorized and comply with these Terms.

Zanda reserves the right to suspend or terminate Accounts if inaccurate information is provided or if unauthorized activities are detected.

3. Scope of Services

Zanda provides a suite of practice management services designed to support the operations of health practices. The Services include, but are not limited to:

• Calendar Management
• Client Management
• Online Forms
• Clinical Notes
• Telehealth Video Calls
• Online Booking
• Payments & Invoices
• SMS & Email Communication
• Reports & Analytics
• Integrations
• Practice Operations Manual

Certain functionalities and services may vary based on your region and Subscription plan. Zanda reserves the right to modify or discontinue features at its discretion. Customers are advised to review the specific features relevant to their location and plan.

4. Data Location and Residency

Zanda uses three primary regions to host and process your data:

1. Australia
2. United Kingdom
3. United States

Subject to applicable Privacy Laws and any region-specific regulatory requirements, each customer account is allocated to a hosting region based on the location information provided during the account registration and in accordance with the regional allocation rules set out in our DPA.

5. Payments

5.1 Effective Date of Subscription

Your subscription starts on the date you sign up for a trial account.

5.2 Payment Method

Unless specified otherwise, all payments must be made using a valid credit card issued in your name. You are required to provide accurate credit card details. Zanda may securely store your credit card information for verification, security purposes, or to facilitate future transactions related to your subscription.

5.3 Automatic Payments

Payments for Zanda’s services are typically processed automatically using your designated credit card in Zanda’s auto-payment system. All invoices are due immediately upon issuance unless alternative terms have been agreed upon in writing with Zanda.

5.4 Unpaid Fees

If automatic payment processing fails, except due to an error by Zanda, additional charges may apply. Invoices unpaid for more than seven days may incur extra fees. We may place reminders on your Zanda account to notify of overdue payments. Accounts with unpaid balances may have access to services restricted.

5.5 Prices and Invoice Errors

While Zanda strives to ensure all listed prices are accurate and current, we reserve the right to adjust any fees, charges, or prices at any time.

We also reserve the right to correct any errors in fees, charges, rates, or prices quoted or billed, even after full payment has been received.

5.6 Cancellation Charges and Alterations

Zanda reserves the right to impose a fee for any changes or alterations you request to a product or service. We will notify you in advance if such a fee applies.

5.7 Refunds for Unused Services

Zanda does not offer refunds for any pre-paid products or services that remain unused, regardless of the reason—including circumstances beyond your control such as illness, strikes, natural or man-made disasters.

6. One-Year Guarantee – Fair Play

You may claim this Guarantee if Zanda fails to meet your business requirements. It cannot be claimed due to the closure of your business.

6.1 Refund

This Guarantee allows the Account Holder to request a full refund of all Monthly Subscription fees paid during this period. Please note that refunds do not include any SMS fees or charges associated with the provision of a dedicated SMS number, any third-party integrations, or any optional features. The one-year Guarantee period starts on the date your Free Trial is activated. To request a refund under this Guarantee, you must do so within 364 days from the commencement of your Free Trial.

6.2 Eligibility

If any automatic payment during the one-year Guarantee period is rejected (e.g., due to insufficient funds or an expired card) and the invoice remains unpaid for more than seven days, your account will be ineligible for a refund under the Guarantee.

In certain circumstances, the one-year Guarantee may not be offered to government, university, or corporate accounts that require extensive setup assistance from our Support Team. You will be informed in advance if your account is excluded from the Guarantee.

The one-year Guarantee does not apply to situations caused by large-scale events beyond Zanda control, such as wars, pandemics, economic recessions or depressions, natural disasters, etc. Additionally, the one-year Guarantee does not apply in cases where there is a breach of these Terms of Use.

7. Acceptable Use

7.1 Customer Responsibilities and Obligations

Customers agree to:

• Use the Services solely for its intended purpose and in compliance with these Terms, and all applicable laws.
• Maintain accurate and up-to-date Account Data, including contact details.
• Protect their login credentials and enable Two-Factor Authentication (2FA) for enhanced security.
• Promptly notify Zanda of any unauthorized access or security breaches.
• Be responsible for retrieving Customer Data prior to the account termination. Zanda will provide methods for data export in compliance with applicable data protection laws.

7.2 Compliance with Laws and Regulations

• Legal Use: Customers must use the Services in compliance with all applicable local, national, and international laws and regulations.
• Healthcare Regulations: Customers must adhere to all local healthcare-related laws and regulations, including but not limited to patient confidentiality laws, and professional standards.
• Privacy Laws and Regulations: Customers must comply with all jurisdictional applicable data protection and privacy legislations when handling personal and sensitive information.

7.3 Prohibited Activities

Customers must not use the Services to:

• Illegal Activities: Engage in any activities that are illegal, harmful, or fraudulent.
• Unlawful Content: Upload, store, or transmit content that is unlawful, defamatory, obscene, harassing, or invasive of privacy.
• Intellectual Property Infringement: Violate or infringe upon the intellectual property rights of others.
• Security Violations: Attempt to probe, scan, or test the vulnerability of the Services or breach any security or authentication measures.
• Malware Distribution: Upload or distribute viruses, worms, or any other malicious software intended to disrupt or damage software, hardware, or data.
• Unauthorized Access: Share login credentials with unauthorized Customers or allow third parties to access the Services without permission.
• Spamming: Send unsolicited messages, advertisements, or spam to others.
• Data Harvesting: Collect or attempt to collect personal information about third parties without their knowledge or consent.

7.4 Violations may result in:

• A formal warning outlining the violation.
• Temporary suspension of access to the Services to investigate and rectify the issue.
• Permanent termination of access to the Services for severe or repeated violations.
• Legal action if the violation causes harm or breaches applicable laws and regulations.
• Liability for damages, including legal fees, incurred by Zanda as a result of the violation.
• A report being made to law enforcement agencies.

8. Use of Artificial Intelligence and Automated Features

8.1 AI-Powered Tools and Features

Zanda may incorporate artificial intelligence (AI) and automated tools into the Services to enhance Customer experience, improve operational efficiency, and provide advanced functionalities. These tools are designed to assist Customers but do not replace professional judgment or decision-making by the User.

8.2 Limitations of AI Features

The AI tools provided as part of the Services are offered “as is” and are subject to the following limitations:

• Accuracy: While AI-powered features aim to provide accurate results, they are dependent on the quality of data input by the Customer and may not always produce error-free outputs.
• Reliance: Customers must exercise professional judgment and discretion when relying on AI-generated outputs. Zanda is not liable for decisions or actions taken based on AI-generated recommendations or results.
• Ethical Compliance: Customers are responsible for ensuring that their use of AI tools complies with ethical standards, regulations, and laws applicable to their practice or jurisdiction.

8.3 Customer Data and AI

AI tools provided as part of the Services may process Customer data, including de-identified or aggregated data, to improve the accuracy, performance, and capabilities of Zanda’s AI functionality. Zanda ensures that:

• No personal or Health Data is shared with third parties for training AI models without explicit Customer consent.
• Data processing complies with all local and applicable data protection laws.
• By using the AI-powered tools, Customers consent to the use of their data for the purposes outlined above, subject to our DPA.

8.4 AI Enhancements and Updates

Zanda reserves the right to update, modify, or discontinue any AI-powered features at its sole discretion. Customers will be notified of material changes to AI functionalities.

8.5 Responsibility and Indemnity

• Accuracy of AI-Generated Outputs
  While we apply reasonable care and skill in delivering our services, you acknowledge that the AI-generated outputs may occasionally contain errors, omissions, or inaccuracies. To the maximum extent permitted by law, and without limiting your non-excludable rights under applicable consumer protection laws, we do not accept liability for any such errors, omissions, or inaccuracies.
• Compliance with Laws and Standards
  You are solely responsible for ensuring that your use of the AI-powered tools complies with all applicable laws, regulations, ethical standards, and professional guidelines. We do not provide legal, regulatory, or professional advice, and any reliance on AI-generated outputs is at your own discretion and risk.
• Indemnification
  To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Zanda, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising from your use of the AI-powered features or your failure to meet applicable legal, regulatory, or professional requirements. This indemnity does not limit any rights or remedies that cannot be excluded under applicable consumer protection laws.

9. Provision of Technical Support and Data Migration Services

9.1 Technical Support Access

Where you request technical support and the issue involves personal data entered into the platform, Zanda may require temporary and limited access to that data to diagnose and resolve the issue. Such access will occur only with your authorisation, which may be provided expressly or implied by your request for support, and will be limited to what is reasonably necessary for the provision of the support services. All access is subject to the confidentiality, security, and privacy obligations set out in the Data Processing Agreement.

9.2 Data Migration Services

When you request assistance with migrating your data into your Zanda account, we will handle the import or transfer in line with your instructions and solely for the purpose of completing the migration. Throughout the process, we apply appropriate technical and organizational safeguards to protect your data. Unless you instruct us otherwise, your initiation of the request or provision of data – whether through an in-app feature or support ticket – will serve as your formal instruction under Section 2. Documented Instructions set out in the Data Processing Agreement.

10. Regulatory Compliance

10.1 Data Usage, Privacy, Confidentiality, and Security Measures

Zanda strictly complies with all applicable data protection laws, including the Australian Privacy Act, the Australian Privacy Principles (APPs), GDPR and HIPAA, and implements robust measures to ensure data privacy and security. In addition to the terms outlined in the DPA, Zanda reserves the right to use de-identified and aggregated data to perform analytics aimed at enhancing Services functionality, improving Customer experience, and developing new features. This data usage will be conducted in compliance with applicable regulations and without compromising Customer privacy. By using the Service, you consent to this specific use of your data for analytics and software improvement purposes. Customers can review and download our DPA, which incorporates our Standard Contractual Clauses (SCCs) for international data transfers and our Business Associate Agreement (BAA) for HIPAA compliance.

10.2 Compliance with Laws and Regulations

You agree to comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Service. While Zanda fulfills its own legal obligations, you are solely responsible for ensuring that your use of the Services is lawful in your jurisdiction. Zanda disclaims any liability for your failure to comply with applicable laws and does not guarantee that the Services meet all regulatory requirements specific to your practice or jurisdiction.

11. Service Availability and Maintenance

Zanda strives to provide reliable Services with high availability. Zanda does not guarantee uninterrupted access and shall not be liable for any downtime or Services interruptions irrespective of the cause. Routine maintenance is conducted to minimize disruption, and Customers will be notified of any scheduled maintenance that may impact Services availability. For real-time status updates, please visit our system status page.

12. Termination and Suspension

12.1 Termination by Zanda

Zanda may suspend or terminate your access to the Services or your Account if you:

• Violate these Terms, including but not limited to those outlined in Section 7 Acceptable Use, or any applicable laws.
• Fail to pay any fees or charges owed to Zanda.

12.2 Termination by the User

You may terminate your Account at any time using one of the following methods:

• In-App Closure: Select the “Close Account” option within the Services and follow the on-screen instructions.
• Email Request: Send a written termination request to [email protected] from the same email address used to register your account. Requests from any other email address will not be processed for security reasons.

12.3 Effective Date of Termination

Your Account termination will become effective as soon as we send you a confirmation notice, which we will issue once the following steps are complete:

• Received your termination request, either through the in-app closure option or by email from the address associated with your Account.
• Verified the request against our security protocols to confirm its authenticity.
• All outstanding fees or charges owed to Zanda have been paid in full.

After these conditions are met, we will promptly process the termination and provide you with a confirmation notice.

12.4 Data Retrieval and Deletion

Prior termination:

• Before the Effective Date of Termination (as defined in Section 12.3), Customers must retrieve any Customer Data they wish to retain. Zanda will provide data export options that comply with all applicable data protection laws.
• After the Effective Date of Termination, Zanda may permanently and irreversibly delete any remaining Customer Data without further notice, except where legal obligations require otherwise.
• Zanda is not liable for any data loss if the Customer does not complete retrieval or backup in accordance with the requirements above.

13. Third-Party Services and Integrations

13.1 Overview and role model

Zanda allows you to connect with optional third-party integrations. These providers act as independent controllers of Personal Data (“Independent-Controller”). They decide how and why they process data and are not Zanda sub-processors under our DPA.

Zanda acts only as your processor for the purpose of technically enabling the connection and transmitting Customer Data based on your instructions, as set out in our DPA.

13.2 Your responsibilities

Third-party integrations are optional and turned off by default. You choose whether to enable an integration and how to configure it. Integrations are provided on an “as is” basis and are not certified, endorsed, nor compliance-approved by Zanda. You are responsible for assessing and ensuring that your use of any integration complies with all applicable privacy and data-protection laws (and any other legal or regulatory obligations). This includes:

• making sure you have a valid legal basis before sharing any information;
• having and maintaining any required agreements with each provider;
• meeting cross-border transfer requirements where relevant;
• providing required privacy notices and supporting individuals’ rights; and
• limiting the information shared and disabling integrations that no longer meet your needs.

13.3 Our responsibilities

Zanda will share only the data needed to make the integration work. Once you agree with the connection, we will transmit data, and keep records and logs for transparency. Zanda does not control or monitor the integration provider’s systems and is not responsible for their availability, security, data handling, outputs or compliance.

13.4 Data Subject / Individual Rights Requests

Requests concerning data held by a third-party integration must be made directly to that Provider under its privacy notices and terms. If Zanda receives such a request, it may, where feasible, redirect the requester to the Provider or notify you.

13.5 Data Incidents

If a data incident happens at an “Independent-Controller Provider” it will be handled under your direct agreement with that provider. They are responsible for managing the incident, investigating it, fixing it, and notifying you according to their own policies and agreements.

13.6 HIPAA Eligibility for US Customers

If the data you share with third-party services and integrations includes Protected Health Information (PHI) under HIPAA, it is your responsibility to ensure you connect via HIPAA-eligible accounts and have a valid Business Associate Agreement (BAA) with the provider.

13.7 Integration Availability and Changes

Zanda may suspend, remove, or update an integration when necessary to protect the Zanda Platform or other customers, if a provider changes or discontinues its APIs or terms, or for reasonable commercial or operational needs. Wherever possible, Zanda will aim to minimize disruption and keep you informed of any significant changes.

13.8 Disclaimers

To the fullest extent permitted by law, Zanda disclaims all liability for the acts, omissions, availability, security, data handling, or outputs of Independent-Controller Providers. Your use of such integrations is governed by those Providers’ own terms and privacy notices.

14. Modifications to the Services and Terms

Zanda reserves the right to modify, update, or discontinue any aspect of the Service, including these Terms, at its discretion. Material changes to the Services or Terms will be communicated to Customers via email, in-app notifications, or updates posted on Zanda’s website. Continued use of the Services following any modification constitutes acceptance of the revised Terms. If you do not agree with the changes, you must discontinue your use of the Service.

15. Intellectual Property Rights

All rights, titles, and interests in and to the Service, including software, design, trademarks, logos, and other proprietary content, are owned by Zanda. Customers are granted a limited, non-exclusive, non-transferable right to access and use the Services solely for lawful, intended purposes as defined in these Terms.

Customers shall not:

• Copy, modify, distribute, or create derivative works of the Services or any part thereof.
• Reverse-engineer, decompile, or attempt to extract the source code of the Service.
• Remove or alter any proprietary notices or labels on the Service.

Customers retain ownership of their Customer Data. By using the Service, Customers grant Zanda a limited, non-exclusive right to process Customer Data as necessary to provide the Service, subject to the DPA and applicable privacy laws.

16. Feedback and Customer Submissions

By submitting feedback or suggestions, Customers grant Zanda a non-exclusive, perpetual, irrevocable, royalty-free license to use, modify, adapt, publish, or incorporate this feedback into the Services or other products without restriction and without obligation of compensation to the User. Submission of feedback is voluntary, and Zanda may implement ideas similar to or identical to the feedback provided without acknowledgment.

17. Warranties and Disclaimers

To the fullest extent permitted by law, the Services are provided “as is” and “as available,” without any warranties of any kind, whether express or implied. Zanda disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Zanda does not warrant that the Services will be uninterrupted, error-free.

While Zanda employs best efforts and industry-standard practices to ensure the security and reliability of the Service, it is acknowledged that no system can be entirely secure. As such, Zanda cannot guarantee absolute protection against security vulnerabilities.

18. Limitation of Liability and Indemnification

To the maximum extent permitted by law, Zanda shall not be liable for any direct, indirect, incidental, consequential, special, or exemplary damages arising from or related to the use of, or inability to use the Service. This includes, but is not limited to, damages for loss of profits, revenue, business, goodwill, data, or other intangible losses, even if Zanda has been advised of the possibility of such damages.

Zanda’s total liability for any claims arising out of or related to these Terms or the Service, whether in contract, tort, or otherwise, is limited to the amount paid by the Customer to Zanda for the Services in the twelve (12) months preceding the event giving rise to the claim.

19. Indemnification

Customers agree to indemnify, defend, and hold harmless Zanda, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with:

• The Customer’s access to or use of the Service.
• The Customer’s violation of these Terms, clause 7. Acceptable Use, or applicable laws.
• Any infringement or misappropriation of third-party rights by the User.

This indemnification obligation will survive the termination of these Terms and the Customer’s use of the Service.

20. Force Majeure

Zanda shall not be liable for any failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, war, terrorism, civil disturbances, labor strikes, government actions, internet or telecommunications failures, significant cybersecurity incidents—such as large-scale data breaches, denial-of-service attacks, ransomware incidents, or disruptions to third-party service providers.

21. Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall be resolved through good-faith negotiations. If unresolved, the dispute shall be submitted to mediation, which may be conducted, if applicable, by local courts regardless of the Customer’s location. If mediation does not resolve the dispute, the matter may be referred to binding arbitration conducted in accordance with the applicable laws. The arbitration shall be conducted in English, and the arbitrator’s decision shall be final and binding. Nothing in these Terms limits any irrevocable rights under the consumer protection or other laws of your jurisdiction.

22. Governing Law

Except where mandated by applicable regulations, these Terms shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. Any disputes arising out of or in connection with this DPA shall be subject to the exclusive jurisdiction of the courts of the State of Victoria, Australia.

23. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision will be deemed modified to the extent necessary to render it valid and enforceable.

24. Entire Agreement

These Terms, together with the DPA, constitute the entire agreement between the Customer and Zanda regarding the use of the Services and supersede all prior agreements, understandings, or representations.

25. Communications

By using the Service, Customers consent to receive electronic communications from Zanda. These communications may include notices about the Services and information concerning or related to the Service.

26. No Waiver

The failure of Zanda to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.

27. Survival

Provisions that by their nature should survive termination of these Terms shall survive, including but not limited to provisions on intellectual property, warranties, indemnification, limitation of liability, and dispute resolution.

28. Contact Information

For any support or inquiries related to these Terms or our services, our customer support team is available to assist you with any questions: [email protected]