Reconexa Terms of Service

1. Introduction

These Terms of Service ("Terms") govern access to and use of the Reconexa platform, dashboard, and related services (the "Service"), provided by Nettfunder Pty Ltd (ABN 95 612 623 426) trading as Reconexa ("Reconexa", "we", "us", "our").

By creating an account, accessing, or using the Service, the organisation on whose behalf you act ("Customer", "you") agrees to be bound by these Terms. If you are entering into these Terms on behalf of a business, you confirm you have authority to bind that business.

The Service is provided for business use only. It is not intended for, and may not be used by, individual consumers acting outside a trade, profession, or business.

If Reconexa and Customer have entered into a separate signed order form or master services agreement, that document takes precedence over these Terms to the extent of any inconsistency.

2. The Service

Reconexa provides a workflow for managing remittances, reconciliation, and payment review for clinics and healthcare teams, including integration with third-party practice management and accounting systems such as Cliniko and Xero (each a "Connected System").

The Service is designed to keep a human decision-maker in the loop for review and exceptions; it does not make final clinical, billing, or payment decisions without Customer review.

Reconexa may add, modify, or discontinue features of the Service from time to time, and will use reasonable efforts to notify Customer of material changes that affect Customer's use of the Service.

3. Connected Systems

The Service connects to Connected Systems selected by Customer (currently Cliniko and Xero, with further integrations planned). By connecting a Connected System, Customer authorises Reconexa to access and process data from that system for the purpose of providing the Service.

Reconexa is not responsible for the availability, accuracy, security, or performance of any Connected System. Interruptions, errors, or data issues originating in a Connected System are outside Reconexa's control, and Reconexa's obligations under these Terms do not extend to the Connected System itself.

Customer is responsible for maintaining its own valid account and authorisation with each Connected System it chooses to connect.

4. Account Registration and Access

Customer must provide accurate registration information and keep it up to date. Customer is responsible for all activity under its account, including actions taken by staff or authorised users it grants access to, and must keep login credentials secure.

Reconexa may suspend or restrict access where it reasonably believes an account is being used in breach of these Terms or presents a security risk, and will notify Customer where practicable.

5. Customer Responsibilities

Customer warrants that:

• it is authorised to upload, connect, and process the data it submits to or connects through the Service, including any data relating to its patients or clients;
• its use of the Service, and the data it processes through the Service, complies with applicable law, including the Privacy Act 1988 (Cth) and any state or territory health records legislation applicable to Customer as the data controller for its own patients;
• it will not use the Service to store or process data it is not legally permitted to disclose to Reconexa.

Customer must not, and must not permit others to:

• reverse engineer, decompile, or attempt to extract source code from the Service;
• resell, sublicense, or provide third-party access to the Service without Reconexa's prior written consent;
• use the Service to build a competing product;
• interfere with the security or normal operation of the Service.

6. Fees and Payment

Fees for the Service are as set out in the applicable order form, pricing page, or agreement between Reconexa and Customer.

Reconexa may offer trial access to the Service free of charge, typically for up to 30 days, by arrangement. Trial terms (including duration and any restrictions) will be confirmed at the time the trial is offered. Reconexa may end a trial or convert it to a paid subscription at the end of the agreed trial period.

Fees are exclusive of GST unless stated otherwise, and GST will be added where applicable. Invoices are payable in accordance with the payment terms agreed with Customer. Reconexa may suspend access to the Service for overdue accounts following reasonable notice.

7. Intellectual Property

Reconexa owns all right, title, and interest in the Service, including the underlying software, design, and documentation. Nothing in these Terms transfers ownership of the Service to Customer.

Customer retains ownership of the data it submits to or connects through the Service ("Customer Data"). Customer grants Reconexa a licence to use, host, and process Customer Data solely to provide, maintain, and improve the Service.

Reconexa may use Customer Data in de-identified and aggregated form (such that it does not identify Customer, its staff, or any individual patient) to analyse, maintain, and improve the Service, including for product development. Reconexa will not use identifiable Customer Data, or identifiable patient information, for this purpose.

Subject to the above, Reconexa grants Customer a non-exclusive, non-transferable licence to access and use the Service for its internal business purposes during the term of these Terms.

8. Data and Confidentiality

Reconexa's collection and handling of personal information is described in the Reconexa Privacy Policy, which forms part of these Terms by reference.

Each party must keep the other's confidential business information confidential and use it only for purposes connected with the Service, except where disclosure is required by law.

On termination of the Service, Customer will have 30 days to export its Customer Data from the Service. After this period, Reconexa may delete Customer Data from its systems, except where retention is required by law or for legitimate backup/archival purposes consistent with the Privacy Policy.

9. Availability and Support

Reconexa will use commercially reasonable efforts to make the Service available and to respond to support requests in a timely manner, but does not guarantee uninterrupted or error-free operation. Reconexa may carry out planned maintenance and will use reasonable efforts to notify Customer in advance where this is likely to affect access.

10. Warranties and Disclaimers

Reconexa will provide the Service with due care and skill.

Certain guarantees are implied into these Terms by the Australian Consumer Law and cannot be excluded, restricted, or modified except to a limited extent permitted by law. Nothing in these Terms is intended to exclude, restrict, or modify any such guarantee.

Subject to the above, and to the extent permitted by law, the Service is provided without other warranties, express or implied, including as to fitness for a particular purpose beyond what is described in these Terms.

11. Limitation of Liability

To the maximum extent permitted by law, and subject to any guarantees that cannot be excluded under the Australian Consumer Law:

• neither party is liable to the other for indirect, incidental, special, or consequential loss, or loss of profits, revenue, or data, arising from these Terms or use of the Service; and
• Reconexa's total aggregate liability arising out of or in connection with these Terms, however arising, is limited to the total fees paid by Customer to Reconexa in the 12 months immediately preceding the event giving rise to the claim.

Where a guarantee under the Australian Consumer Law cannot lawfully be excluded, Reconexa's liability for breach of that guarantee is limited (where permitted) to re-supply of the Service or the cost of having the Service re-supplied.

12. Indemnity

Customer indemnifies Reconexa against losses, costs, and claims arising from Customer's breach of clause 5 (Customer Responsibilities) or Customer's misuse of the Service, except to the extent caused by Reconexa's own breach or negligence.

13. Term, Suspension, and Termination

These Terms apply from the date Customer first accesses the Service and continue until terminated in accordance with this clause or the applicable order form.

Either party may terminate for the other's uncured material breach following 14 days' written notice, or immediately if the other party becomes insolvent.

Customer may terminate for convenience in accordance with the notice period set out in its order form or subscription plan.

On termination, Customer's right to access the Service ends, subject to the data export window in clause 8.

14. Changes to these Terms

Reconexa may update these Terms from time to time. Reconexa will notify Customer of material changes by email or in-product notice at least 14 days before they take effect. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

15. Dispute Resolution and Governing Law

These Terms are governed by the law of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

Before commencing formal proceedings (other than for urgent injunctive relief), the parties agree to attempt to resolve any dispute in good faith through senior representatives, and may agree to mediation before litigation.

16. General

Assignment:Customer may not assign these Terms without Reconexa's prior written consent. Reconexa may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force majeure: Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.

Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in effect.

Entire agreement: These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between the parties regarding the Service.

Notices: Notices to Reconexa should be sent to hello@reconexa.ai. Notices to Customer will be sent to the contact details provided on account registration.

Contact

Questions about these Terms can be directed to hello@reconexa.ai.