Effective Date: January 25, 2026 Last updated: January 25, 2026
1. Definitions
1.1 "QUBS" means QUBS International Pty Ltd (ACN 618 205 351).
1.2 "Services" means the subscription-based software services provided by QUBS for radiological clinics, including any related APIs, features, and support made available by QUBS.
1.3 "Customer" means the entity entering into this Agreement and any of its Users.
1.4 "Customer Data" means any data, information, or material submitted to the Services by or on behalf of Customer.
1.5 "Documentation" means QUBS user guides, help articles, and technical documentation made available by QUBS.
1.6 "Order Form" means any quote, proposal, or online order accepted by Customer that identifies the Services, fees, and Subscription Term.
1.7 "Users" means Customer employees, contractors, and authorized personnel who access the Services.
1.8 "Subscription Term" means the period stated in the applicable Order Form.
1.9 "AI Features" means optional features that use machine learning or generative models to assist with drafting, summarization, form assistance, booking assistance, or referral data extraction.
2. Services
2.1 Provision of Services. QUBS will provide the Services to Customer during the Subscription Term in accordance with this Agreement.
2.2 Changes. QUBS may update or modify the Services from time to time, and will use reasonable efforts to provide notice of material changes that substantially reduce core functionality.
2.3 Support. QUBS will provide support in accordance with its Support Policy, which describes current support practices and may be updated from time to time. If there is a conflict, this Agreement controls.
2.4 Third-Party Services. The Services may interoperate with third-party services or integrations. Third-party services are provided under their own terms. QUBS does not control third-party services and cannot guarantee their availability, security, or performance.
3. Use of the Services
3.1 License. Subject to this Agreement and the applicable Order Form, QUBS grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer's internal business purposes during the Subscription Term.
3.2 Restrictions. Customer will not (and will not permit any User to):
- reverse engineer, decompile, or attempt to discover source code;
- resell, sublicense, or make the Services available to third parties except as expressly permitted in an Order Form; or
- interfere with the Services, probe or test security, or access data not intended for Customer.
3.3 Acceptable Use. Customer will use the Services in a lawful manner and will not introduce malware or abuse the Services.
3.4 Accounts. Customer is responsible for all activity under its accounts and for maintaining the confidentiality of credentials.
4. Customer Responsibilities
4.1 Compliance. Customer will comply with all applicable laws and regulations, including those relating to health information and patient privacy.
4.2 Customer Data. Customer is responsible for the accuracy, quality, integrity, legality, and appropriateness of Customer Data and for obtaining all required consents.
4.3 Users. Customer will ensure that Users comply with this Agreement and will promptly notify QUBS of any unauthorized access or security incident involving Customer accounts.
4.4 Integrations. Customer is responsible for any third-party integrations it enables and for all third-party terms that apply.
5. Data, Privacy, and Security
5.1 Roles. Customer controls Customer Data and QUBS acts as a service provider to Customer. Clinics control patient data and patient requests should be directed to the clinic.
5.2 Data Processing. If required by law, the parties will enter into a data processing addendum to address their respective obligations.
5.3 Security. QUBS will maintain appropriate technical and organizational measures to protect Customer Data, as generally described in the Security Policy, which is informational and may be updated from time to time.
5.4 Security Incidents. QUBS will notify Customer without undue delay after becoming aware of a confirmed security incident affecting Customer Data and will provide reasonable information about the incident.
5.5 Data Retention and Deletion. During the Subscription Term, Customer may export Customer Data using the Services. Upon termination, QUBS will provide Customer a copy of Customer Data and will then delete Customer Data from its systems within a reasonable period, except as required by law.
5.6 AI Features. QUBS may offer optional AI Features. AI outputs are assistive only and may be inaccurate. Customer remains responsible for all clinical decisions and must ensure human review of AI outputs before use.
5.7 AI Data Use. If Customer enables AI Features, QUBS will process the inputs provided to generate outputs. QUBS will not send patient health information to third-party AI vendors unless Customer explicitly enables such processing and appropriate safeguards are in place. Customer grants QUBS a non-exclusive right to use Customer Data to develop and improve AI Features. QUBS will use reasonable efforts to de-identify or aggregate data where feasible.
5.8 Controls. Customer may disable AI Features at any time, and such changes apply prospectively.
6. Fees and Payment
6.1 Fees. Customer will pay the fees set out in the applicable Order Form.
6.2 Payment Terms. Unless otherwise agreed in writing, fees are due within thirty (30) days from the invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
6.3 Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, except for taxes on QUBS income.
6.4 Usage-Based Charges. If Customer exceeds any usage limits in an Order Form, QUBS may charge overage or usage-based fees.
7. Suspension
7.1 QUBS may suspend access to the Services if Customer fails to pay fees, breaches this Agreement, poses a security risk, or if required by law. QUBS will use reasonable efforts to provide notice and restore access once the issue is resolved.
8. Term and Termination
8.1 Term. This Agreement begins on the Effective Date and continues for the Subscription Term. Unless an Order Form states otherwise, either party may elect not to renew by providing notice at least thirty (30) days before the end of the then-current term.
8.2 Termination for Cause. Either party may terminate this Agreement if the other party materially breaches and fails to cure the breach within thirty (30) days after written notice.
8.3 Effect of Termination. Upon termination, Customer's right to access the Services will immediately end, any unpaid fees become due, and QUBS will handle Customer Data as described in Section 5.5.
8.4 Survival. Sections relating to fees, confidentiality, IP, indemnification, limitation of liability, and general provisions survive termination.
9. Intellectual Property and Feedback
9.1 QUBS IP. QUBS retains all right, title, and interest in and to the Services, Documentation, and all related intellectual property.
9.2 Customer Data. Customer retains all rights in Customer Data.
9.3 Feedback. Customer may provide feedback, and QUBS may use it without restriction or obligation.
10. Warranties and Disclaimers
10.1 Limited Warranty. QUBS warrants that the Services will perform materially in accordance with the Documentation under normal use.
10.2 Customer Warranty. Customer warrants it has all rights and consents needed to provide Customer Data to QUBS.
10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS". QUBS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES ARE NOT A MEDICAL DEVICE AND ARE NOT INTENDED FOR EMERGENCY OR LIFE-CRITICAL USE; CUSTOMER REMAINS RESPONSIBLE FOR ALL CLINICAL DECISIONS.
10.4 Beta Services. Any beta or experimental services are provided "as is" without warranties or support commitments.
11. Indemnification
11.1 Customer Indemnity. Customer will defend and indemnify QUBS from claims arising out of Customer Data, Customer's use of the Services in violation of this Agreement, or Customer's integrations.
11.2 QUBS Indemnity. QUBS will defend and indemnify Customer from claims that the Services, as provided by QUBS, infringe a third party's intellectual property rights, excluding claims arising from Customer Data, third-party services, or unauthorized use.
11.3 Process. The indemnified party must promptly notify the other party and provide reasonable cooperation. The indemnifying party may control the defense and settlement.
12. Limitation of Liability
12.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, QUBS' TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.
12.2 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, OR DATA.
12.3 Exceptions. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.
13. Confidentiality
13.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably understood as confidential.
13.2 Protection. Each party will protect the other party's Confidential Information using reasonable care and will use it only to perform under this Agreement.
13.3 Exclusions. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party.
13.4 Compelled Disclosure. A party may disclose Confidential Information if required by law, after providing notice where permitted.
14. General Provisions
14.1 Governing Law. This Agreement is governed by the laws of Western Australia, Australia, and the parties submit to the courts of Western Australia.
14.2 Notices. Notices must be in writing and will be deemed given when sent to [email protected] (for QUBS) and to the email address provided by the other party.
14.3 Assignment. Customer may not assign this Agreement without QUBS' prior written consent. QUBS may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
14.4 Force Majeure. Neither party is liable for delays or failures caused by events outside its reasonable control.
14.5 Entire Agreement. This Agreement and the Order Forms constitute the entire agreement between the parties and supersede all prior agreements. Policies referenced on the QUBS website are informational unless expressly stated otherwise.
14.6 Amendments and Waiver. Any amendment or waiver must be in writing and signed by both parties.
14.7 Severability. If any provision is unenforceable, the remaining provisions will remain in effect.
