Heron | AI-Powered Healthcare Communication

Version 1.0 🇳🇿 (NZ)

1. Application of Terms

1.1 HeyX Limited (HeyX, we, us, or our) offers Services including Heron, a cloud-based patient booking and inquiry software system for healthcare providers and clinics (the Heron Solution).

1.2 You (you, your or the Client) acknowledge that these Terms constitute a legally binding agreement between you and us, governing your access to and use of the Services. By accessing and using the Services, you agree to be bound by these Terms.

1.3 If you access and use the Services on behalf of another person or entity (such as a company), you confirm that you are authorised to agree to these Terms on that person's behalf and that person is bound by these Terms, in which case any reference to "you" or "your" shall refer to such other person.

1.4 If you do not possess the necessary authority to use the Services, or do not agree to these Terms, you are not permitted to access or use the Services and must cease doing so immediately.

2. Updates to Terms

2.1 Subject to clause 2.3, we reserve the right to modify or update these Terms at any time. Any such changes will be communicated to you by notifying you via email or by posting a notice on the Website.

2.2 Any change to these Terms takes effect from the date set out in the notice unless stated otherwise. You are responsible for ensuring that you are familiar with the latest version of these Terms, and that you stay informed of any updates or changes to these Terms.

2.3 If a change to these Terms is detrimental to you, you may terminate these Terms and your right to access and use the Service by providing us with no less than 10 days' written notice. This notice must be received by us before the change takes effect. During this notice period, the previous version of the Terms will apply.

2.4 These Terms were last updated on 30 June, 2025.

3. Provision of Services

3.1 The Heron Solution

Subject to your payment of the Fee and compliance with these Terms, HeyX grants you and your Authorised Users a non-exclusive, non-transferable, non-sublicensable right to access and use the Heron Solution in accordance with your Subscribed Plan during the Subscription Period, solely for your internal business purposes.

Where you activate the optional Voice Recording feature, you acknowledge that Heron will capture and store Voice Recordings as Customer Data.

3.2 Implementation Services

We will provide reasonable Implementation Services to you in accordance with these Terms.

3.3 Support Services

(a) We will, during the Subscription Period, provide the Support Services to you at the level of your Subscribed Plan and in accordance with these Terms.

(b) As part of the Support Services, we will provide you with support associated with accessing and using the Heron Solution as may be reasonably appropriate in view of the issues for which the support is required. This may include:

(i) the correction of faults or defects in the Heron Solution; and

(ii) message or email access to our consultants via the Support Centre.

(c) The priority given to your support requests will depend on your Subscribed Plan and:

(i) if you subscribe for Essential Plan, you can expect to receive an initial response to support requests submitted through the Support Centre within one to three Business Days;

(ii) if you subscribe for Plus Plan, you can expect to receive an initial response to support requests submitted through the Support Centre within one to two Business Days; and

(iii) if you subscribe for Premier Support, we will send you an initial response to support requests submitted through the Support Centre within 24 hours.

(d) The Support Services do not include:

(i) development which changes the way in which the Heron Solution functions or which incrementally adds functionality;

(ii) configuration, customisation or maintenance of any third-party software or services used by you in relation to the Heron Solution;

(iii) training in the use of the Heron Solution; or

(iv) any data migration.

4. Our Responsibilities

4.1 We will provide the Services with all reasonable skill and care, in a timely and efficient manner, using appropriately qualified and experienced personnel.

4.2 We will use commercially reasonable efforts to ensure that the Heron Solution is available 24/7. However, we do not guarantee uninterrupted access and shall not be liable for any downtime or interruptions to the Heron Solution, regardless of the cause.

4.3 We will comply with all applicable Laws in performing our obligations under these Terms.

5. Your Responsibilities and Obligations

5.1 You must not:

(a) use the Heron Solution to engage in any activities that are illegal, harmful or fraudulent.

(b) undermine the security or integrity of the Heron Solution or Underlying Systems, whether by way of security violations, uploading malware or otherwise.

(c) use the Heron Solution in a way that impairs its functionality or other users' ability to use the Heron Solution.

(d) when using the Services, impersonate another person or misrepresent authorisation.

(e) except as permitted under these Terms or required by any Law, copy, modify, alter, reverse engineer, or tamper with, the Heron Solution or Underlying Systems.

(f) access all or any part of the Heron Solution or Underlying Systems in order to build or provide any similar or competitive goods or services.

5.2 You:

(a) must provide us with all co-operation, information and all necessary access as may be reasonably required by us in order to provide the Services (including access to Customer Data).

(b) must ensure that your use of the Heron Solution complies with all applicable Laws.

(c) agree that you will be liable for the acts or omissions of any Authorised Users as if they were your own acts or omissions.

(d) must notify us immediately if you become aware or have reason to suspect that there has been any unauthorised use of the Heron Solution.

(e) must ensure that your systems comply with the relevant specifications notified by us from time to time, and are protected by current anti-virus, security and malware systems.

(f) will be responsible for obtaining and maintaining any equipment and ancillary services required in order to access or use the Heron Solution (including hardware, servers, modems, software, operating systems, networking and web servers).

(g) obtain and document all patient or caller consents required under the Privacy Act 2020 and the Health Information Privacy Code 2020 before capturing any Voice Recording, including ensuring an appropriate pre-call announcement or other notice is provided.

5.3 The Heron Solution links to and is used with software and applications for electronic communications, such as email, text message and calls, that are provided by third parties. You must obtain, and you are responsible for obtaining at your own cost, licenses required to use such software and applications (where applicable). You must comply, and are responsible for your compliance with, such licenses.

6. Updates and Maintenance

6.1 HeyX may, from time to time, develop and provide updates, upgrades, bug fixes, and other modifications to improve the performance, security, and functionality of the Heron Solution.

6.2 HeyX will use commercially reasonable efforts to provide advance notice of any scheduled maintenance that may affect the availability of the Heron Solution. Scheduled maintenance will typically occur during off-peak hours to minimise disruption to your use of the Heron Solution.

(a) HeyX reserves the right to perform unscheduled maintenance at any time, particularly if it is necessary to address security vulnerabilities, critical bugs, or other urgent issues.

(b) HeyX will use reasonable efforts to minimise the impact of such unscheduled maintenance on your use of the Heron Solution.

(c) HeyX will not be liable for any damages or losses incurred by you due to the unavailability of the Heron Solution during maintenance periods.

7. Fees

7.1 Fees and Payment

(a) In consideration for the provision of the Services, you agree to pay us the Fees in accordance with clause 7.1(b).

(b) The Subscription Fees will be due on the first day of the Subscription Period.

7.2 Invoices

(a) We will provide you with a valid tax invoice for the Fees for that Subscription Period. Unless otherwise agreed, all invoices will include reasonable details of the Fees payable under the invoice, including details of any Overage Fees.

(b) All invoices must be paid on the date of issue, unless payment is required earlier under clause 7.1(b).

7.3 Taxes

(a) You must pay any Taxes payable upon, or in respect of, these Terms and the Services wherever and however such Taxes arise.

(b) If you are required to withhold any portion of the Fees payable to us on account of withholding Taxes (or similar), you must gross up the payment so that, after the withholding, we receive an amount equal to the Fees originally intended.

7.4 Variation of Fees

We retain the right to vary or increase the Fees by giving at least 30 days' notice. If you do not agree to pay the varied or increased Fees, you may terminate these Terms and your right to access and use the Service with no less than 10 days' notice.

8. Confidentiality

8.1 Each party (the Receiving Party) understands that the other party (the Disclosing Party) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as Proprietary Information). Proprietary Information of HeyX includes non-public information regarding features, functionality and performance of the HeyX Solution.

8.2 The Receiving Party agrees:

(a) to take reasonable precautions to protect such Proprietary Information; and

(b) not to use (except in performance of the Heron Solution or as otherwise permitted in these Terms) or divulge to any third person any such Proprietary Information, except to such third-party service providers as may act on behalf of the Receiving Party to perform its obligations under this Agreement.

8.3 The Disclosing Party agrees that clause 8.1 of this Agreement will not apply to any information that the Receiving Party can document:

(a) is or becomes generally available to the public, other than through the act or omission of the Receiving Party;

(b) was in its possession or known by it prior to receipt from the Disclosing Party;

(c) was rightfully disclosed to it without restriction by a third party;

(d) was independently developed without use of any Proprietary Information of the Disclosing Party; or

(e) is required to be disclosed by law.

8.4 The Receiving Party must take reasonable steps to protect the Proprietary Information of the Disclosing Party against unauthorised use or disclosure, and in any event must take steps at least as stringent as those used by the Receiving Party to protect its own confidential information.

8.5 The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for a breach of its obligations under this clause 8, and that the Disclosing Party will be entitled, without waiving any of its other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction if any such breach occurs.

9. Customer Data & Personal Information

9.1 During the Subscription Period, Customer Data (including Voice Recordings, where enabled) may be made available to us by or on behalf of you. Customer Data may include Personal Information.

9.2 You will be responsible for the content of and for all changes to and/or deletions of Customer Data and the security of all passwords and other access protocols required in order to access the Heron Solution. You will be solely responsible for the accuracy and completeness of the Customer Data. Any obligation on us to maintain any Customer Data obtained in the course of performance of the Services will not extend beyond expiry or termination of these Terms.

9.3 You will ensure and warrant that:

(a) you have provided any notice and obtained any consents required by applicable Laws to enable us to lawfully process Customer Data as permitted by these Terms;

(b) you have the right to make the Customer Data available to us under these Terms; and

(c) HeyX's processing of the Customer Data under these Terms will not infringe upon or violate any applicable Law or any rights of any third party.

9.4 Notwithstanding any provision in these Terms to the contrary, HeyX will have the right to collect data and other information relating to the provision, use and performance of various aspects of the Heron Solution and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom). Voice Recordings form part of Customer Data and are processed only in accordance with our Privacy Policy and HeyX will be free (for the duration of the Terms and following their termination or expiry) to:

(a) analyse and use such information and data solely in aggregate or other de-identified form to improve and enhance the Heron Solution and for other development, diagnostic and corrective purposes in connection with the Heron Solution and other offerings by HeyX; and

(b) disclose such data solely in aggregate or other de-identified form in connection with its business.

No rights or licenses are granted except as expressly set forth in these Terms.

9.5 HeyX's Heron Privacy Policy is available at https://heyheron.ai/privacy. The collection and retention of information by HeyX will align with the Privacy Policy, as updated from time to time.

9.6 Each party will implement and maintain appropriate administrative, technical, and physical safeguards to protect the Personal Information against:

(a) loss;

(b) unauthorised access, use, modification, or disclosure;

(c) other misuse,

and to ensure that the disposal of any such Customer Data is in a manner that preserves the privacy of the individual.

9.7 Each party agrees to notify the other party if a Notifiable Privacy Breach occurs.

9.8 You are responsible for retrieving any Customer Data in the Heron Solution prior to termination of the account and/or these Terms, in which case we will provide methods for data export in compliance with Laws.

10. Intellectual Property

10.1 Nothing in these Terms constitutes a transfer of any Intellectual Property Rights in the Heron Solution, the Underlying Systems, or otherwise used in the provision of the Services.

10.2 You:

(a) acknowledge that HeyX owns or is the authorised user of all Intellectual Property Rights in the Heron Solution and Underlying Systems; and

(b) will not directly or indirectly do anything that would or might invalidate or put in dispute HeyX's rights in the Heron Solution and Underlying Systems.

10.3 HeyX makes no claims to ownership of the Customer Data. You will retain any of your Intellectual Property Rights in the Customer Data and will own any new Intellectual Property Rights in the Customer Data.

10.4 You hereby grant HeyX a worldwide, perpetual, irrevocable, royalty-free, fully paid-up licence to:

(a) use and incorporate into the Underlying Systems any suggestion, enhancement request, recommendation, correction or other feedback provided by you or your end users relating to the Underlying System; and

(b) to the Customer Data, to the extent necessary to allow HeyX to enjoy its rights under clause 9.4.

11. Warranties

11.1 Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.

11.2 HeyX warrants that the Heron Solution does not infringe the Intellectual Property Rights of any third party. You warrant that, when accessing or using the Heron Solution, you will comply with your obligations under clauses 5, 8, 9.2, 9.3, 9.6 and 9.7.

11.3 THE SERVICES WE PROVIDE YOU ARE ON 'AS-IS' BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DO NOT WARRANT, REPRESENT OR GUARANTEE:

(a) THAT THE HERON SOLUTION WILL BE FAULT FREE, CONTINUOUSLY AVAILABLE OR FREE OF ANY FAULT, VIRUS, TROJAN HORSE, TIME BOMB OR OTHER HARMFUL CODE;

(b) THAT THE SERVICES, OR THE RESULTS OBTAINED FROM THE USE OF THE SERVICES, WILL MEET YOUR REQUIREMENTS, BE ACCURATE OR COMPLETE OR BE FIT FOR ANY PARTICULAR PURPOSE; OR

(c) THE AI-GENERATED OUTPUTS OF THE HERON WILL BE ACCURATE OR FIT FOR PURPOSE.

11.4 THE WARRANTY IN CLAUSE 11.2 DOES NOT EXTEND TO AI GENERATED OUTPUTS OF THE HERON SOLUTIONS OR ANY CUSTOMER DATA.

11.5 WE DO NOT MAKE ANY WARRANTY, OR ACCEPT ANY LIABILITY, IN RELATION TO THIRD-PARTY SOFTWARE AND APPLICATIONS, INCLUDING ON THE AVAILABILITY OF THIRD-PARTY SERVICE FEATURES. IF A THIRD-PARTY SOFTWARE OR APPLICATION PROVIDER CEASES TO PROVIDE A FEATURE, WE MAY CEASE TO MAKE THAT FEATURE AVAILABLE TO YOU.

11.6 YOU ACKNOWLEDGE THAT YOU ASSUME THE SOLE RESPONSIBILITY AND LIABILITY FOR ANY RESULTS OBTAINED FROM YOUR USE OF THE SERVICES, AND FOR ANY CONCLUSIONS OR DECISIONS MADE BY YOU USING SUCH RESULTS.

11.7 ALL EXPRESS OR IMPLIED GUARANTEES, WARRANTIES, REPRESENTATIONS, OR OTHER TERMS AND CONDITIONS RELATING TO THESE TERMS OR ITS SUBJECT MATTER, NOT CONTAINED IN THESE TERMS, ARE EXCLUDED FROM THESE TERMS TO THE MAXIMUM EXTENT PERMITTED BY THE LAW.

11.8 YOU AGREE THAT YOU ARE ACQUIRING THE SERVICES FOR THE PURPOSE OF TRADE AND THAT CONSUMER PROTECTION LEGISLATION DOES NOT APPLY TO THE SUPPLY OF THE SERVICES.

11.9 NOTHING IN THESE TERMS EXCLUDES, RESTRICTS OR MODIFIES ANY RIGHT OR REMEDY, OR ANY GUARANTEE, WARRANTY OR OTHER TERM OR CONDITION, IMPLIED OR IMPOSED BY ANY LAW WHICH CANNOT LAWFULLY BE EXCLUDED OR LIMITED (A NON-EXCLUDABLE PROVISION). IF HEYX IS ABLE TO LIMIT YOUR REMEDY FOR A BREACH OF THE NON-EXCLUDABLE PROVISION, THEN HEYX'S LIABILITY FOR BREACH OF THE NON-EXCLUDABLE PROVISION IS LIMITED TO ONE OR MORE OF THE FOLLOWING AT HEYX'S OPTION:

(a) SUPPLYING THE SERVICES AGAIN; OR

(b) PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

12. Limitation of Liability

12.1 Our maximum aggregate liability under or in connection with these Terms and any and all Services is limited to the amount that is the lesser of the amount of the fees paid by you under or in connection with these Terms in the preceding 12-months period or NZD$50,000.

12.2 To the extent permitted by Law, neither party is liable to the other party to the extent that the liability:

(a) is fairly and reasonably considered to arise other than naturally (according to the usual course of things) from the fact, matter or circumstances giving rise to the relevant claim; or

(b) is for indirect loss, loss of profits, loss of revenue, loss of business opportunities, or loss of anticipated savings, or loss of data (including Customer Data), even if that loss is fairly and reasonably considered to arise naturally (according to the usual course of things) from the fact, matter or circumstance giving rise to the relevant claim.

13. Third Party Claims Indemnity

13.1 Subject to the following provisions of this clause 13, each party (the Indemnifying Party) will indemnify and hold harmless the other party and its personnel (together, Those Indemnified) against any damage, cost, loss, expense, liability, outgoing, fine or payments (including reasonable legal fees) (Loss) incurred or suffered by any of Those Indemnified as a result of any claim, action, proceeding or demand made or brought by a third party against any of Those Indemnified that:

(a) where HeyX is the Indemnifying Party, the Heron Solution infringes the Intellectual Property Rights of any third party (except to the extent that the claimed infringement relates to the modification of the Heron Solution by you or to the Customer Data); or

(b) where you are the Indemnifying Party:

(i) any of the Customer Data infringes the Intellectual Property Rights of any third party, or is defamatory or unlawful; or

(ii) arises from a breach of your obligations under clauses 5 or 9.

(each an Indemnified Claim).

13.2 If any Indemnified Claim is brought against Those Indemnified, they must:

(a) notify the Indemnifying Party of the Indemnified Claim as soon as reasonably practicable;

(b) provide the Indemnifying Party with all reasonable assistance in connection with its handling of the Indemnified Claim, at the Indemnifying Party's expense; and

(c) allow the Indemnifying Party to direct any defence and settlement of the Indemnified Claim.

13.3 The Indemnifying Party's liability to indemnify Those Indemnified will be reduced proportionately to the extent that any act or omissions of Those Indemnified contributed to the relevant Loss.

13.4 The Indemnifying Party shall not settle any Indemnified Claim in a manner that imposes any liability or obligation on the Indemnified Party without the Indemnified Party's prior written consent.

13.5 Where any person makes an Indemnified Claim in connection with:

(a) any Customer Data, the Customer Data may be removed; or

(b) the provision of the Services, HeyX may in its sole discretion either:

(i) procure the right for you to continue using the Services;

(ii) modify or replace the Services to make them non-infringing; or

(iii) terminate the provision of these Services and these Terms on 10 days' written notice to you.

14. Term, Termination, and Suspension

14.1 Term

(a) These Terms commence on the Start Date and continue in force throughout the Subscription Period until the Terms are terminated in accordance with clause 14.2 or it expires in accordance with the requirements of the Subscribed Plan (where applicable).

(b) If the Subscribed Plan includes a minimum initial term, the earliest date for termination is the expiry of that initial term.

14.2 Termination

(a) Either party may terminate these Terms:

(i) immediately by giving the other party notice of such termination if the other party breaches any material provision of these Terms and does not remedy the breach within 7 days after that party receives notice of such breach.

(ii) immediately by giving the other party notice of such termination if an Insolvency Event occurs in relation to the other party.

(b) We may terminate these Terms:

(i) immediately by notifying you accordingly if we become aware of any unauthorised use of the Service that we reasonably consider to be sufficiently severe to justify immediate termination of these Terms, for violations that have occurred repeatedly, or for any violations or breaches of any Law; or

(ii) as otherwise expressly permitted by these Terms.

(c) You may terminate these Terms:

(i) in accordance with clauses 2.3 or 7.4; or

(ii) at any time, without cause, by giving HeyX notice of such termination. All Fees paid prior to such termination shall be non-refundable, and any Fees then outstanding shall become immediately due and payable upon such termination.

14.3 Accrued Rights

(a) Termination or expiry of these Terms does not affect either party's rights and obligations that accrued before termination or remedies available to either party.

(b) On termination or expiry of these Terms, you must pay all Fees for the provision of the Services incurred prior to the date that termination takes effect.

14.4 Termination or Expiry

(a) Immediately upon termination or expiry of these Terms, your right to use the Services will cease and you will be given reasonable time to migrate any data stored in the Heron Solution to another platform. All costs associated with the migration will be your responsibility, other than where the Terms are terminated by us pursuant to clause 14.2(a) in which case we will provide information to you at no cost to you.

(b) No compensation is payable by us as a result of termination or expiry of these Terms, and you are not entitled to a refund of any Fees already paid.

(c) Upon termination, each party must return or destroy the other party's Proprietary Information, subject to clause 14.4(a).

14.5 Suspension

We may restrict or suspend your access to and use of the Heron Solution and/or delete, edit, or remove Customer Data at any time and from time to time if we consider that you have undermined the security or integrity of the Heron Solution, used the Heron Solution improperly, materially breached, or will materially breach these Terms or you have notified us of a Force Majeure Event in accordance with clause 15.9.

15. General

15.1 Entire Agreement

These Terms are the entire agreement between the parties about its subject matter and replace all previous agreements, understandings, representations and warranties about that subject matter.

15.2 Third Party Rights

Unless these Terms expressly provide otherwise, no person other than the parties have or is intended to have any right, power or remedy or derives or is intended to derive any benefit under these Terms.

15.3 Cumulative Rights

Except as expressly provided in these Terms, the rights of a party under these Terms are in addition to and do not exclude or limit any other rights or remedies provided by Law.

15.4 Further Assurances

Each party must do all things and execute all further documents necessary to give full effect to this these Terms.

15.5 Construction

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms.

15.6 Waivers

The failure of a party to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power. Any waivers are not effective unless they are in writing and signed by the party waiving the right or power.

15.7 Notices

(a) Subject to clause 2.1, a notice, consent or other communication under these Terms is only effective if it is in writing, signed by or on behalf of the party giving it and it is received in full and legible form at the addressee's address or email address. It is regarded as received at the time and on the day it is actually received, but if it is received on a day that is not a Business Day, or after 5.00 pm on a Business Day, it is regarded as received at 9.00 am on the following Business Day.

(b) For the purposes of this clause 15.7, a party's address and email address are those provided by the party in connection with these Terms, unless the party has notified a changed address or email address, then the notice, consent, approval or other communication must be to that address.

15.8 Disputes and Applicable Law

(a) These Terms will be governed by and interpreted in accordance with the laws of New Zealand.

(b) The only mechanism for resolving any dispute or claim arising out of, or in relation to, these Terms (a Dispute) is set out as follows:

(i) The parties must seek to resolve a Dispute by good faith consultation to be initiated by one party providing written notice to the other party.

(ii) If the parties are unable to resolve a Dispute by such consultation, either party may submit that Dispute to be resolved by arbitration administered by the New Zealand International Arbitration Centre (NZIAC) in accordance with the NZIAC administered Arbitration Rules in force when the Notice of Arbitration is submitted.

(c) The law of this arbitration clause shall be New Zealand law. The seat of arbitration shall be New Zealand. The number of arbitrators shall be three, unless the parties agree otherwise. The arbitration proceedings shall be conducted in English.

(d) The unsuccessful party shall bear the relevant costs:

(i) of arbitration (in addition to payment of any arbitral award); and

(ii) incurred by the winning party to achieve its rights and interests, including but not limited to arbitration costs, attorney's fees and travel expenses.

(e) The arbitral award shall be final and binding on both parties.

(f) Nothing in these Terms will preclude either party from taking immediate steps to seek urgent equitable relief before a court of competent jurisdiction.

15.9 Force Majeure Events

(a) Except for your obligation to pay any Fees accrued or due under the Terms, neither party will be liable for any failure to perform its obligations under these Terms where that performance is delayed, prevented, restricted or interfered with as a result of a Force Majeure Event.

(b) The party unable to perform its obligations due to a Force Majeure Event must:

(i) notify the other party promptly of any delay referred to in clause 15.9(a); and

(ii) use reasonable efforts to minimise the effect of the Force Majeure Event (including by implementing commercially reasonable alternative sources or workarounds, where reasonably feasible) and resume performance in accordance with these Terms as soon as possible.

15.10 Severability

Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of these Terms is not affected.

15.11 Variation

Except as otherwise set out in clause 2 or 7.4, no variation to these Terms is effective unless it is made in writing and signed by both parties.

15.12 Assignment

You may not assign, subcontract, or transfer any right or obligation under these Terms without our prior written consent.

15.13 Subcontracting

We may subcontract the performance of any of our obligations under these Terms at any time. We will remain liable for the acts or omissions of our subcontractors as if they were our own acts or omissions.

15.14 Relationships of the Parties

Nothing in these Terms is intended to constitute a fiduciary relationship or an agency, partnership or trust, and neither party has authority to bind the other party.

15.15 Survival

Clauses 5, 7-13, 14.3, 14.4 and 15 survive termination or expiry of these Terms, together with any other term which by its nature is intended to do so.

15.16 Counterparts

These Terms may be executed in any number of counterparts, each of which, when executed, is an original. Those counterparts together make one instrument.

16. Interpretation

In these Terms, the following rules of interpretation apply unless the contrary intention appears:

(a) headings are for convenience only and do not affect the interpretation of these Terms;

(b) the singular includes the plural and vice versa;

(c) words that are gender neutral or gender specific include each gender;

(d) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(e) the words 'such as', 'including', 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;

(f) a reference to:

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

(ii) a thing includes a part of that thing;

(iii) a party includes its successors and permitted assigns;

(iv) a document includes all amendments or supplements to that document;

(v) a monetary amount is in New Zealand Dollars; and

(g) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day.

17. Definitions

In these Terms, unless the intention appears otherwise:

Authorised User means an individual that you authorise to utilise the Service for the purpose of uploading or inputting Customer Data, including patient information.

Business Day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays in Auckland, New Zealand.

Customer Data means any data provided by you, Authorised Users, or your customers, that is entered into, stored in, or processed by the Heron Solution, and any data that is based on or derived from this data and provided to you via the Heron Solution.

Disclosing Party has the meaning given to that term in clause 8.1 of the Terms.

Fees means the Subscription Fees and Overage Fees (if any), together.

Force Majeure Event means any fire, flood, earthquake, elements of nature or acts of God, cyber-attacks, electricity failure or interruption, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantines, pandemics or epidemics, embargoes and other similar governmental action, or any other similar cause beyond the reasonable control of a party.

Heron Solution has the meaning given to that term in clause 1.1 of the Terms.

Implementation Services means assistance with implementation of the Heron Solution by providing advice on the correct configuration of PBX connectivity (if applicable), consulting and advising on communication flows and PMS integration (if applicable), and assisting with the configuration and testing of the Heron Solution.

Indemnifying Party has the meaning given to that term in clause 13.1 of these Terms.

Indemnified Claim has the meaning given to that term in clause 13.1 of these Terms.

Insolvency Event means the occurrence of any one or more of the following events in relation to a party:

(a) an order is made or an effective resolution is passed for winding up or dissolution without winding up (otherwise than for the purposes of reconstruction or amalgamation) of that party and the order or resolution remains in effect for a continuous period of 7 Business Days;

(b) a receiver, receiver and manager, official manager, administrator, provisional liquidator, liquidator, or like official is appointed over the whole or substantial part of the undertaking and property of that party and the appointment remains in effect for a continuous period of 7 Business Days;

(c) a holder of an encumbrance takes possession of the whole or any substantial part of the undertaking and property of that party;

(d) that party is unable to pay its debts as they fall due; or

(e) that party becomes insolvent or is deemed to become insolvent under any applicable Law.

Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world including rights in respect of or in connection with any know how, trade secrets, copyright (including future copyright and rights in the nature of or analogous to copyright), moral rights, inventions (including patents), trade marks, service marks, designs and circuit layouts whether or not now existing and whether or not registered or registrable including any right to apply for the registration of such rights and all renewals and extensions.

Law means (whether in New Zealand or any other relevant country) all laws, codes, guidelines and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, statutory rules of an industry body, statutory and mandatory codes of conduct, writs, orders, injunctions, judgments, generally accepted accounting principles in force or as applicable from time to time.

Loss has the meaning given to that term in clause 13.1 of these Terms.

Overage Fees means the charges incurred during the Subscription Period for any additional calls, chats, or SMS that are not included within the Subscribed Plan, or when the allowances in your annual Subscribed Plan are exceeded.

Non-Excludable Provision has the meaning given to that term in clause 11.9 of these Terms.

Notifiable Privacy Breach means the unauthorised or accidental access to, or disclosure, alteration, loss or destruction of, Personal Information which has caused, or is likely to cause, harm to the affected individuals, or is required to be notified to the relevant regulator, or as otherwise defined in the Privacy Act 2020.

Personal Information means information about an identifiable individual, including any personal information as defined in the Privacy Act 2020.

Proprietary Information has the meaning given to that term in clause 8.1 of these Terms.

Receiving Party has the meaning given to that term in clause 8.1 of these Terms.

Services means the Heron Solution, the Implementation Services (including documentation) and the Support Services.

Start Date means the date you first access or subscribe for a Subscribed Plan.

Subscription Fees means the fees payable in relation to the applicable Subscribed Plan that you have subscribed for.

Subscription Period means the time frame you have agreed to subscribe to the Services for, commencing on the Start Date and continuing for the duration specified in the Subscribed Plan selected by you. Where the Subscription Period is not for a specified time period, the Subscription Period continues until valid termination of these Terms.

Subscribed Plan means the level of the Heron Solution plan that you have subscribed for, including as applicable, Essential, Plus or Premier plans.

Support Centre means HeyX's support centre for the Heron Solution.

Support Services means, the support services as described in the relevant Subscribed Plan documentation and clause 3.3.

Tax means any tax, levy, charge, franchise, impost, duty, fee, rate, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any governmental agency (in any jurisdiction) and includes, for the avoidance of doubt, capital gains tax, fringe benefits tax, income tax, value added tax, goods and services tax, sales or use tax, training guarantee levy, profits tax, undistributed profits tax, payroll or employment tax, group tax, PAYE withholding tax, land tax, import or customs duty, excise, municipal rates, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.

Terms means these Terms & Conditions of Use.

Those Indemnified has the meaning given to that term in clause 13.1 of these Terms.

Underlying Systems means the Heron Software, IT solutions, systems, and networks used to provide the Service.

Voice Recording means an audio recording of a telephone call captured through the Heron Solution when the Voice Recording feature is enabled.

Website means https://heyheron.ai/.

Last updated: 30 June, 2025

Version 1.0 🇦🇺 (AU)