Umps Terms and Conditions

Introduction

Welcome to Umps!

We provide devices that support independent living, including watches and personal alarms (we call these our "Equipment").

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Umps Health Pty Ltd (ACN 616 350 611).

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: info@umps.com

These Terms were last updated on 30 January 2025

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

• Our privacy policy (on our website) which sets out how we will handle your personal information;
• Clause 1.3 (Variations) which sets out how we may amend these Terms;
• Clause 5 (Payment) which sets out important information about your Subscription, including whether you can cancel your Subscription and whether your Subscription auto-renews;
• Clause 7 (Equipment Hire) which sets out information about hiring the Equipment, including late return fees; and
• Clause 12(Liability) and clause 2.7 which sets out exclusions and limitations to our liability under these Terms;

These Terms don't take away any of your legal rights, including your rights under Australian Consumer Law.

1. Engagement and Term

1.1 These Terms apply from when you sign up for our Services, until the date on which you terminate in accordance with these Terms. We grant you a right to use our Services for this period of time only.

1.2 You must be at least 18 years old to use our Services.

1.3 We may need to make changes to our Services or Fees. If we do, we will tell you about these changes in writing at least 30 days before they take effect (Variation Notice Period). If you don't agree with the changes, you can tell us in writing within the Variation Notice Period. You can then end these Terms with 30 days' notice and continue using our current Services at the current price until the end of your notice period.

2. Our Services

2.1 Services We Provide

We provide you with:

(a) access to our Equipment and related services; and

(b) access to our troubleshooting support (Support Services).

Together, we call these our Services.

2.2 How Our Services Work

When your Equipment is activated, it will work differently depending on your Subscription and Alert Response Protocol. Your Equipment will either:

(a) connect you to a Monitoring Centre, where an operator will speak with you to understand your situation and responding accordance with your Alert Response Protocol; or

(b) Connect you directly with individuals you have nominated as contacts (Nominated Contacts) in accordance with your Alert Response Protocol.

2.3 Automatic Falls Detection Technology.

Some of our Equipment incorporates Automatic Fall Detection Technology and may automatically raise an Alert in the event of a fall. However, you acknowledge and agree that:

(a) Automatic Fall Detection Technology has inherent limitations and may not detect all falls;

(b) not all falls can or will be detected by the Equipment;

(c) you should not rely solely on Automatic Fall Detection Technology and should manually activate the Alert function if you require assistance; and

(d) Automatic Fall Detection Technology may occasionally raise a False Alert when no actual fall has occurred.

2.4

You acknowledge and agree that:

(a) Equipment will only work in areas with cellular signal;

(b) Equipment will only be able to send your location to the monitoring centre if GPS signal is available;

(c) certain Equipment must be charged regularly;

(d) Equipment may stop working if it is dropped or damaged.

2.5 You acknowledge and agree that our Equipment is designed to support your independent living. However, it is not intended to replace or substitute emergency services. To the maximum extent permitted by law, we will not be liable for any incidents, including but not limited to personal injury or death, that may occur as a result of the operation, malfunction, or failure of our Equipment. It is your responsibility to ensure appropriate emergency measures are in place independently of our Equipment.

2.6 Our Services are not intended to diagnose, cure, treat or prevent any medical conditions, and are not a substitute for professional medical advice, diagnosis, or treatment. Always direct any questions you may have regarding a medical condition to a qualified health professional. Never disregard professional medical advice or delay in seeking it because of information provided by this Equipment or our Services.

2.7 You acknowledge and agree that we will not be responsible if your Nominated Contacts do not respond to Alerts raised by the Equipment or is not contactable in accordance with your Alert Response Protocol.

2.8 Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

2.9 We will not be responsible for any other services unless expressly set out on in these Terms or on our website.

2.10 If you require Support Services for the Equipment, you may request these by contacting us by phone or email.

2.11 Unless we agree otherwise, Support Services cannot be used to support any other equipment or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

2.12 Trial and Early Access Services. If we give you access to any new services or features that are still being tested (Beta Services), you understand that:

(a) these services are still being developed and may not work perfectly;

(b) you use these services at your own risk;

(c) we do not have to fix any errors or keep providing these services; and

(d) we may stop providing these services at any time.

Beta Services are for testing only and should not be relied upon for essential support.

2.13 Third Party Products or Services. Where you engage third parties to operate alongside our Services, those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise.

3. Warranty against defects

3.1 In Australia, our goods come with guarantees which cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

3.2 To the maximum extent permitted by law, and subject to your rights under Australian Consumer Law, we make no warranty or representation as to the fitness for purpose, suitability, or effectiveness of the Equipment or Services for your particular needs or circumstances. You acknowledge that you have relied on your own judgement in selecting and using the Equipment and Services, and that you use them at your own risk.

3.3 Our Additional Warranty. In addition to your rights under Australian Consumer Law, we provide a 1-year warranty that our Equipment will be free from defects (Warranty).

3.4 What is Covered by Our Warranty? Our Warranty covers any faults, errors or defects in the Equipment (Defect).

3.5 How to Make a Warranty Claim. If you think there is a Defect in your Equipment during the first year after delivery:

(a) stop using the Equipment;

(b) contact us in writing;

(c) provide photos and a description of the Defect; and

(d) if we ask you to, return the Equipment to us with all its parts and accessories.

3.6 How We Handle Warranty Claims. When we receive your Equipment, we will examine it to determine if your claim is valid under our Warranty.

3.7 Costs of Returning Equipment. You are responsible for the cost of returning the Equipment to us. However, if we find that your claim is valid under either our Warranty or Australian Consumer Law, we will refund these costs to you.

3.8 What We Will Do If Your Claim is Successful. If we accept your Warranty claim, we will, at our cost:

(a) repair or replace the Equipment (we will decide which); or

(b) if we cannot repair or replace the Equipment, we will offer you either a credit, refund or appropriate compensation.

3.9 What is Not Covered by Our Warranty. Our Warranty does not cover damage caused by:

(a) normal wear and tear from everyday use;

(b) accidents, drops, or impacts;

(c) water damage or exposure to extreme temperatures, except where equipment was being used in conditions consistent with its relevant water resistance rating;

(d) improper use or not following the User Guide;

(e) unauthorised repairs or modifications;

(f) cosmetic changes like scratches, discoloration, or aesthetic blemishes that don't affect how the Equipment works;

(g) battery degradation within normal ranges;

(h) damage from using incompatible accessories or power supplies;

(i) damage caused by failing to properly maintain or clean the Equipment; or

(j) damage caused by not properly charging the Equipment.

4. Order

4.1 You can place an order for our Equipment through our website or authorised third party retailers and partners.

4.2 You may choose to purchase or hire the Equipment.

4.3 Once you have received our Equipment, we will contact you requesting the completion of a registration form.

4.4 In order for us to provide you with the Services, you must provide us with requested information. This includes information about your Nominated Contacts and other information that may facilitate the delivery of our service to you.

4.5 You warrant that you have obtained appropriate consent from any individuals whose personal information you provide to us during the registration process, including your Nominated Contacts

4.6 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.

4.7 Money-Back Guarantee (Equipment Only)

(a) In addition to your rights under Australian Consumer Law, we may offer a money-back guarantee on selected Equipment.

(b) To claim a refund under this guarantee, you must:

- Contact us and request a return;

- Return the Equipment in its Original Condition, with all accessories and documentation; and

- Provide valid proof of purchase.

You are responsible for the cost of returning the Equipment unless required otherwise by law.

(c) The guarantee:

- Applies only to Equipment purchased directly from us;

- Is limited to one claim per customer or household;

- Does not apply to Equipment that has been damaged, lost, modified, or used contrary to the User Guide; and

- Does not apply to any Subscription Fees or associated service costs.

(d) We reserve the right to inspect returned Equipment before issuing a refund. This guarantee is offered in addition to, and does not affect, your rights under Australian Consumer Law.

5. Payment

5.1 If you purchase the Equipment, you must pay the purchase price of the Equipment upfront, as outlined on the website, (Equipment Fee), and the Subscription Fee on an ongoing basis to access our Services.

5.2 If you hire the Equipment, you will only pay the ongoing Subscription Fee to access our Services.

5.3 The Subscriptions we offer will be set out on our website, including details of each Subscription's features and limitations, Subscription Fees and Subscription Periods.

5.4 During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our website (Billing Cycle).

5.5 You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our website. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our website).

5.6 You must not pay, or attempt to pay, any Subscription Fees or Equipment Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.

5.7 Cancellation: Your Subscription continues for the Subscription Period, and at the end of each Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will be automatically renewed for the same Subscription Period. If you wish to cancel your Subscription, you may do so by contacting us. Your cancellation will take effect at the end of your current Subscription Period, and your Subscription will not be renewed (meaning you will need to continue paying all Subscription Fees due up until your current Subscription Period ends).

5.8 Emergency Service Fees: Should we or our Monitoring Centre, in the exercise of our discretion, decide it is appropriate to request that a representative of one of the Emergency Services to attend your home following an Alert, then, if Umps is required by that Emergency Service to pay for the attendance, you agree to indemnify us for the fee paid by us to the Emergency Services.

5.9 Late Payments: If any Subscription Fees are not paid on time, we may:

(a) suspend your access our Services; and

(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia's cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

5.10 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

6. Title and Risk

6.1 If you are purchasing the Equipment:

(a) title to the Equipment will remain with us until you have paid the Equipment Fee in full; and

(b) risk in the Equipment will pass to you as soon as the Equipment is delivered to the delivery address provided by you.

6.2 If you are hiring the Equipment:

(a) title in the Equipment will at all times remain with us; and

(b) risk in the Equipment will pass to you as soon as the Equipment is delivered to the delivery address provided by you.

7. Equipment Hire

7.1 You agree to:

(a) contact us immediately if there is any damage to, or defects in, the Equipment;

(b) not allow anyone to interfere or otherwise tamper with the Equipment;

(c) not allow any third party to conduct repairs or maintenance on the Equipment without our prior consent;

(d) pay us the cost of the Equipment (as a debt due and immediately payable) where their loss, theft, damage or destruction occurs;

(e) protect and maintain the Equipment in the Original Condition; and

(f) keep the Equipment in your custody and control at all times, and not sublease, rent, sell or otherwise transfer the Equipment to any other person.

7.2 Upon termination or expiry of this Agreement, you must return the Equipment to us in the Original Condition. You will be responsible for the costs of returning the Equipment to us. You agree that if you do not return the Equipment to the return location by the agreed time, or have not made the Equipment available for our collection at the agreed time (if we have elected to collect the Equipment, in our sole discretion), then we may charge you a fee for late return. You agree that the late return fee is a genuine pre-estimate of loss suffered or incurred by us as a result of your delay in returning the Equipment to us.

7.3 You may elect to Purchase the Equipment by notifying us at any time. We will provide you with a quote for the Equipment Fee. Upon payment of the Equipment Fee, title in the Equipment will pass to you and you will no longer need to return the Equipment to us on expiry or termination of this Agreement.

8. Availability, Disruption and Downtime

8.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

8.2 Our Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers and telecommunication providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties, or by factors outside our control, including cellular connectivity and other environmental factors that can inhibit the performance of radio devices.

8.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

9. Intellectual Property and Data

9.1 We own all intellectual property rights in our Services (including our Equipment). This includes how our Equipment looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Equipment.

9.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

10. Confidential Information and Personal Information

10.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a 'need-to-know basis' (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

10.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

10.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.

10.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).

10.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

10.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

11. Consumer Law Rights

11.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

11.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

11.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If our Services are not ordinarily used for personal, household or domestic use, our liability for a breach of your Consumer Law Rights is limited to either resupplying our Services, or paying the cost of having our Services resupplied.

12. Liability

12.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

(a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(b) any use of our Services by a person or entity other than you.

12.2 Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

(a) neither we or you are liable for any Consequential Loss;

(b) a party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;

(c) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

(d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

13. Suspension and Termination

13.1 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services. If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter.

13.2 We may terminate these Terms (meaning you will lose access to our Services and any Subscription will be cancelled) if:

(a) you fail to pay your Equipment Fees or Subscription Fees when they are due;

(b) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(c) you breach these Terms and that breach cannot be remedied; or

(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement).

13.3 You may terminate these Terms if:

(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b) we breach these Terms and that breach cannot be remedied, and

if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

13.4 You may also terminate these Terms and our Services at any time by notifying us via email or phone. Your termination will take effect at the end of your current Subscription Period. If you want to reactivate our Services, you can contact us via email or phone.

13.5 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

13.6 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

14. General

14.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

14.2 Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

(a) where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

(b) where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Carlton, Victoria, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

14.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

14.4 Governing law: These Terms are governed by the laws of Victoria, and any matter relating to these Terms is to be determined exclusively by the courts in Victoria and any courts entitled to hear appeals from those courts.

14.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

14.6 Marketing: You agree that we may send you electronic communications about our Equipment and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

14.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

14.8 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your profile.

14.9 Survival: Clauses 9 to 13 will survive the termination or expiry of these Terms.

14.10 Third Party Sites: Our website may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our website, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our website, or for featuring certain goods or services on our website. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our website.

15. Definitions

15.1 In these Terms:

Alert means any signal, notification, or communication initiated by the Equipment (whether automatically through Automatic Fall Detection Technology or manually by the user) indicating a potential need for assistance.

Alert Response Protocol means our documented procedure for responding to Alerts, including the order and method of contacting Nominated Contacts and/or emergency services

Automatic Fall Detection Technology means the technology incorporated into the Equipment that uses sensors and algorithms to attempt to detect when the user has fallen and automatically raise an Alert, subject to the limitations acknowledged in clause 2.5.

Billing Cycle means the recurring period for which you will be charged the Subscription Fees, as specified in your chosen Subscription

Business Day means a day that is not a Saturday, Sunday or public holiday in Victoria, Australia

Equipment means any physical devices, including but not limited to personal alarms, provided by us to you either through purchase or hire, including all associated components, accessories, and documentation

Equipment Fees means the fees you pay to purchase the Equipment.

False Alert means an Alert raised by the Equipment when no actual fall has occurred or assistance is required.

Monitoring Centre means the professional monitoring facility operated by us or our authorised partners that receives and responds to Alerts from the Equipment

Nominated Contacts means the individuals you have designated and registered with us to be contacted in the event of an Alert, whose contact details you have provided to us with their consent

Original Condition means the Equipment being clean and free from damage or defect, and in the same condition in which we provided the Equipment to you, subject to fair wear and tear.

Personal Information has the meaning given in the Privacy Act 1988 (Cth), and includes any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Service Availability means the periods during which our Services, including the Monitoring Centre, are operational and available to receive and respond to Alerts

Support Hours means the hours during which our Support Services are available, being 9:00am – 5:00pm on Business Days

Services means the services we provide to you, as detailed in clause 2.1.

Support Services means our technical support services provided to assist you with Equipment setup, troubleshooting and general inquiries during Support Hours

Subscription means your selected plan for accessing our Services, including specific features and benefits as detailed on our website or in your order confirmation

Subscription Fees means the recurring fees payable by you for your selected Subscription, as specified on our website or in your order confirmation, and as may be varied in accordance with these Terms

Subscription Period means the minimum duration of your Subscription commitment as specified in your selected plan, which may be monthly, annually, or as otherwise agreed

Variation Notice Period means the 30-day period following our notice to you of any changes to these Terms, the Services, or the Fees

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services will not constitute "Consequential Loss".

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.