SUNIX Vision TERMS OF USE

Article 1. PREAMBLE
1 SUNIX Computer Consultants Pty Ltd (“SUNIX”), ABN 14 002 825
907, has created a practice management software, SUNIX Vision (the
“Software”), to be used by eye care practitioners (each a “Client” and
together the “Clients”) under these terms of use (“Terms”).
Information about the Software is available on the SUNIX webpage,
currently at https://www.sunixvision.com (“Website”).
2 The Software enables the Clients to deal with the day-to-day
operations of their stores relating to their business and their customers
(“Customers”).
3 Each Client hereby declares that the Software has a direct
association with his/her professional activity and that he/she has read
and understood all the information required to use the Software.
4 The Client hereby acknowledges that he/she has received all the
necessary information about the Software and that the Software meets
his/her needs and expectations.
5 Any use of the Software requires the acceptance of these Terms.

Article 2. TERM – COMING INTO EFFECT
6 These Terms are effective on the date of first use of the Software
by the Client and the Client accepts and agrees to these Terms by using
the Software and for the duration of its use. A Client may only vary
these Terms by separate agreement in writing signed by SUNIX and the
Client.
7 These Terms may be amended or updated by SUNIX at any time,
where SUNIX has a legitimate business interest. Should these Terms be
amended by SUNIX, the new terms of use (“Amended Terms”) will be
published on the Website and will come into effect fifteen (15) days
after said publication. The Client accepts the Amended Terms by
continuing to use the Software after the Amended Terms come into
effect.

Article 3. LICENSE
8 SUNIX grants to the Client, and the Client accepts, a nontransferable,
non-exclusive limited license and right to access and use
the Software during the Term only for the sole purpose of the Client’s
business.
9 The Client shall not access, store, distribute or transmit any viruses,
or any content or material during the course of its use of the Software
that: (i) is unlawful, harmful, infringing; (ii) facilitates illegal activity; or
(iii) causes damage or injury to any person or property.
10 The Client shall not, except as may be allowed by any applicable law
that is incapable of exclusion by these Terms between the parties, and
except to the extent expressly permitted under these Terms:
– Store any sensitive financial information about the patients such as,
but not limited to, credit card numbers.
– Use the Software for a derived purpose other than its intended
purpose
– Use the Software to post unsolicited commercial communications
to non Customers.
– Do anything that could impair the proper working of the Software
such as denial of service attack.
– Attempt to copy, modify, duplicate, create derivative works from,
frame, mirror, republish, download, display, transmit, or distribute
all or any portion of the Software in any form or media or by any
means; or

– Attempt to decompile, disassemble, reverse engineer or otherwise
attempt to derive the source code of all or any part of the
Software;
– Access all or any part of the Software in order to build a product or
Software that competes with the Software;
– License, sell, rent, lease, transfer, assign, distribute, display,
disclose, or otherwise commercially exploit, or otherwise make the
Software available to any unauthorised third party; or
– Attempt to obtain, or assist third parties in obtaining, access to the
Software, other than as provided under this section.
– Use the Software to post Customer medical information to any
third party other than medical, clinical and optometric
professionals in accordance with the Privacy Act 1988 (Cth).
11 The rights provided in this section are granted only to the Client
and will not be considered granted to any subsidiary, partner, affiliate
or holding company of the Client.
12 SUNIX reserves the right, without liability to the Client, to
immediately suspend the Software and disable the Client’s access to
and remove any content material that breaches the provisions of this
section.

Article 4. CONDITIONS OF ACCESS TO THE SOFTWARE
13 SUNIX provides the Client with initial user logins for access to the
Software. It is up to the Client to set a secure password before using
the Software and change or add logins as applicable.
14 It is up to the Client to define the access given and give login
information to its different employees of the practice.
15 The user’s login and password must be maintained secret by each
user.
16 The identification of the user by their login and password is
irrefutable proof of the fact that the corresponding operations have
been carried out by means of said password and login.
17 In all cases, the Client will be solely responsible for all use of the
Software by each user and for compliance by each user with these
applicable Terms.
18 The Client will take all reasonable steps to maintain the security
and confidentiality of each user.
19 The Client will be fully responsible for all fees, liabilities and
damages incurred through use of each account (whether such use is
lawful or unlawful) and any activity completed through any account will
be deemed to have been completed by the Client.
20 The Client shall limit access to, or use of, the Software to authorised
users only.

Article 5. PRICE AND INVOICING
21 The pricing will be provided in a separate price list provided by
SUNIX to the Client, showing both the prices excluding taxes and the
prices including applicable taxes.
22 The prices of the Software are subject to modification by SUNIX at
any time. Clients will receive reasonable notice of any such
modification in writing from SUNIX.
Article 6. GUARANTEES
6.1. Software Conformity
23 Except as expressly set forth in these Terms, the Software is
provided “as is” and “as available,” without representations or
warranties of any kind, and the Client disclaims all other

representations, warranties or conditions regarding the Software,
whether express or implied, including, without limitation, any implied
warranties of title, non-infringement, merchantability or fitness for a
particular purpose.
24 Furthermore, it awards no guarantee other than the guarantees
that have been expressly awarded in these Terms. In particular, SUNIX
awards no guarantee of the performance, availability or accessibility of
the Software and hereby declines all responsibility for any faults or
malfunctions affecting said Software

6.2. Security
25 SUNIX hereby acknowledges that certain Data stored in the
Software are of a personal nature and are subject to compliance with
the Privacy Act 1988 (Cth).
26 The Client acknowledges that data is stored by the Client and SUNIX
has no access to this Client‘s data, unless the Client grants SUNIX access
for support or maintenance, in which case SUNIX shall access the data
for the purpose of providing support and maintenance only.
27 The collection and processing of Data will be performed by the
Client under its own responsibility. The Client shall remain solely
responsible for compliance with all obligations with regards to data
privacy laws in Australia, including for any obligation of information
whatsoever of its own customers relating to the hosting of their
personal information on the Software.
28 SUNIX hereby declines all responsibility for any faults on the
account of the third party operators, including any telecommunications
operator.

Article 7. LIABILITY
29 SUNIX will not be responsible for any loss, damage, increases in
costs or other expenses relating to conduct that is the responsibility of
the Client.
30 The Client uses the Software under its exclusive responsibility and is
solely responsible for the Data by virtue of these Terms. In particular,
Client acknowledges and agrees that Client is exclusively responsible
for the storage and security of personal data collected in connection
with the Software, including the selection and use of services of any
hosting provider (as applicable). To the extent permitted by law SUNIX
disclaims all liability in respect of the collection and storage of personal
data.
31 Unless otherwise expressly provided herein, SUNIX does not
warrant that the operation of the Software will be uninterrupted or
error free, and the Client acknowledges that the Software may be
subject to limitations, delays and other problems inherent in the use of
such communications facilities.
32 Except as set forth herein and to the extent permitted by law,
SUNIX excludes:
– any term, condition or warranty that may otherwise be implied
by custom, law or statute;
– any liability for loss caused by SUNIX’s negligence; and
– any liability for any loss or damage suffered by a Client, or any
other person, including any liability arising out of use, or
inability to use the Software; and out of unauthorized access to
or alteration, theft, or destruction of the Client’s Data; and out
of any delays, delivery failures, or any other loss or damage
resulting from the transfer of Data over communications
networks and facilities, including the Internet;

– any liability for indirect or consequential loss, including but not
limited to loss of revenue, loss of income, loss of business, loss
of profits, loss of goodwill or credit, loss of business reputation,
loss of use, loss of time, loss of interest, damage to credit rating
or loss or denial of opportunity; and
– any liability for any force majeure as set forth in Article 13.
33 If SUNIX is liable for a breach of a term, condition or warranty
described above, its liability is, to the fullest extent permitted by law,
limited to the re-supply of the services; or the payment of the cost of
having the services re-supplied.
34 Where applicable, SUNIX’s liability is limited, regardless of
whatsoever damages and causes thereof, to the amounts actually paid
by the Client in the year during which the loss or was caused.
35 This clause remains applicable in the event of the nullity,
termination or rescission of these Terms.

Article 8. INSURANCE
36 SUNIX is insured under the global liability policy of Essilor
International for damages, bodily injuries, property damages and
consequential losses including professional indemnity arising through
the performance of these Terms.
37 The Client hereby relinquishes and undertakes to relinquish on the
part of his insurers the right to bring whatsoever action against SUNIX,
except in cases of serious and wilful negligence.

Article 9. INDEMNIFICATION BY CLIENT
38 The Client hereby agrees to indemnify, defend and hold SUNIX, and
its members, affiliates, partners, clients, officers, directors, employees
and agents harmless from and against any loss, cost, damage and
expense (including, but not limited to, reasonable attorneys’ fees and
court costs) of whatever kind (i) suffered or incurred by any person or
organization (including any contractor(s) engaged by the Client or any
of its employees), and (ii) arising directly or indirectly from the
Software, the Client’s actions or inactions related to the Software,
and/or from the Client’s breach of these Terms, except to the extent
such loss, damage, cost or expense is due to the gross negligence or
wilful misconduct of SUNIX.

Article 10. PERSONAL INFORMATION
39 Each Party is responsible for complying with applicable regulations
relating to the protection of personal information.
40 Data is not collected and stored by SUNIX unless otherwise agreed
with the Client under separate written agreement.
41 SUNIX shall not use or disclose Customer personal information
except incidentally, for the purpose of system administration or
providing technical support to the Client.
42 SUNIX shall not disclose Customer personal information, except to
its contractors on a confidential basis for the purpose of providing
technical support to the Client.
43 SUNIX shall not use, or disclose to any entity including entities
within the same company group, Customer personal information for
any business development purpose, such as marketing or promotions
to Customers.
44 SUNIX shall not sell or rent any Customer personal information.
45 SUNIX’s privacy policy (available on the SUNIX website, current URL
at http://www.sunixvision.com/sunix.html) sets out SUNIX’s personal
information handling practices, including how individuals can seek to

access and correct personal information held by SUNIX, and SUNIX’s
privacy complaints handling procedures.

Article 11. TERMINATION
46 In the event of either Party being in breach of its obligations as per
this Terms, when said breach is not corrected in the term of thirty (30)
days as from the receipt of a registered letter of notification, the other
Party may terminate these Terms without prejudice to all the damages
and interests it may claim by virtue of this document.
47 Either one of the Parties may terminate these Terms if the other
Party becomes insolvent, makes a general assignment for the benefit of
creditors, files a voluntary petition of bankruptcy, suffers or permits
the appointment of a receiver for its business or assets, or becomes the
subject to any proceeding under any bankruptcy or insolvency law,
whether domestic or foreign, or has wound up or liquidated its
business, on an involuntary basis.
48 Such termination will be in addition to any other remedies that may
be available to the non-breaching Party.
49 SUNIX may terminate these Terms immediately by written notice to
the Client, if the Client breaches any material obligation related to
SUNIX’s proprietary rights.
50 The Client shall pay for the remaining due price for the whole Term
in case of termination of these Terms prior to the agreed Term.

Article 12. FORCE MAJEURE
51 If an event of Force Majeure occurs, a Party’s contractual obligation
affected by such an event will be suspended during the period of delay
caused by the Force Majeure, without penalty, for a period equal to
such suspension.
52 The Party claiming Force Majeure will promptly inform the other
Parties in writing and will furnish sufficient proof of the occurrence and
duration of such Force Majeure.
53 If the case of force majeure continues for more than sixty (60) days,
these Terms will be terminated automatically unless agreed otherwise
by and between the Parties.
54 The following are expressly considered as cases of force majeure:
acts, events, omissions or accidents beyond the Parties’ reasonable
control, including, without limitation: strikes, lock-outs or other
industrial disputes, failure of a utility Software, transport or
telecommunications network, act of God, war, terroristic event or
threat, riot, malicious damage, compliance with any legal or
governmental restrictions, legal or regulatory changes to business
methods, power cuts, partial or full stoppage of the Internet or
telecommunication, fire, flood or storm.

Article 13. ENTIRETY OF CONTRACT
55 These Terms and other contractual documents comprise one
inseparable whole whereby no legal agreement by and between the
Parties may be reached without the simultaneous fulfilment of the
duties provided in the other Terms.

Article 14. ASSIGNMENT AND SUBCONTRACTING
56 SUNIX may at any time assign, transfer, mortgage, charge,
subcontract or deal in any other manner with all or any of its rights or
obligations under these Terms; but the Client may not assign, transfer,
mortgage, charge, subcontract, declare a trust over or deal in any other
manner with any or all of its rights or obligations under this contract
without the prior written consent of SUNIX.

Article 15. TITLES OF THE CLAUSES
57 In the event of whatsoever difficulty in interpretation due to
contradiction between any of the titles given to the clauses and one of
said clauses, the titles will be declared null and void.

Article 16. SEVERABILITY AND WAIVER
58 If any provision or part-provision of these Terms is or becomes
invalid, illegal or unenforceable, it will be deemed modified to the
minimum extent necessary to make it valid, legal and enforceable. If
such modification is not possible, the relevant provision or partprovision
will be deemed deleted. Any modification to or deletion of a
provision or part-provision under these Terns of Use will not affect the
validity and enforceability of the rest of these Terms.
59 A person who is not a party to this contract has no rights to enforce
these Terms here enclosed.
60 No forbearance or indulgence shown or granted by SUNIX to the
Client shall in any way effect or prejudice the right of SUNIX against the
Client or be regarded as a waiver of these Terms.

Article 17. NOTIFICATIONS
61 For the performance of these Terms and except for particular
provisions, the Parties hereby agree that all notifications will be
addressed to their respective registered offices.

Article 18. GOVERNING LAW AND JURISDICTION
62 These Terms between SUNIX and the Client are governed and
construed in accordance with the Laws of New South Wales Australia
and the Client agrees to submit to the jurisdiction of the Australian
Courts in respect thereof.
63 The courts of the State of New South Wales, Australia, have an
exclusive jurisdiction to settle any dispute arising out of or in
connection with these Terms, including a dispute regarding the
existence, validity or termination of these Terms, notwithstanding the
introduction of third parties or an action to enforce warranty by urgent
procedures or as a protective measure and by summary of ex-parte
proceedings.

Last updated 24 March 2025