Medipass Solutions Pty Ltd
Effective Date: 26 August 2019
1. About these Terms
1.1 These User Terms (“Terms”) set out the terms under which you may utilise the Service (as defined in clause 1.3 below) and constitutes a contract between you and Medipass Solutions Pty Ltd ABN 21 615 345 536 and its subsidiaries (“Medipass”, “we” or “us”). You acknowledge and agree that you have made your own independent analysis and decision to accept these Terms, based on such information as you deem appropriate under the circumstances and without reliance on us. Use of the Service constitutes acceptance of this contract and your agreement to these Terms.
1.2 These Terms cover:
collectively referred to as “you” or “Users”.
The Service is provided to Users in conjunction with health funds, schemes, insurance agencies and their related systems (“Insurers”). Users may engage with the Service through joint software initiatives including applications and websites which are powered by Medipass. These Terms are not a substitute for the terms and policies of Insurers which may, from time to time, provide services powered by Medipass.
1.3 The Service includes any website, application program interface (“API”), software, programs, documentation, tools, internet-based services and components, including those that interact directly using our Practitioner web claiming systems, Individual smartphone applications or indirectly via integrations with practice management systems, Insurers or other partner services that allows you to book medical appointments, obtain quotes, process health claims and payments and communicate with us about transactions (collectively referred to as the “Service”).
For example, Practitioners enabled to process HICAPS claims are subject to the relevant HICAPS Terms.
2. How you may use the Service
2.1 Medipass grants you a personal, limited, non-exclusive, revocable, non-transferable licence, without the right to sublicence, to electronically access and use the Service. You will be entitled to access updates to the Service, subject to any additional terms made known to you at that time, when Medipass makes these updates available. Medipass may also periodically make available certain Medipass logos, trademarks or other identifiers for your use. If Medipass does so, you will use them subject to and in accordance with Medipass then current trademark usage guidelines.
2.2 Medipass is not a medical services provider or health practitioner and does not supply, produce or resell medical services or products. Any contract for the supply of medical services and products is strictly between Individuals and Practitioners. Medipass does not make any representations or warranties regarding the nature and quality of the services or products supplied by Practitioners. Individuals agree to release and hold Medipass harmless from any liability whatsoever in this regard.
3. Unauthorised use
3.1 Medipass reserves the right to investigate, suspend, terminate accounts and take legal action against any illegal and or unauthorised use of the Service, which includes but is not limited to:
3.2 Medipass further reserves the right to report any suspected claims of fraud which it considers reasonably necessary in its absolute discretion to the relevant Insurer for further investigation.
3.3 Except as expressly provided herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, transmit, disseminate, redeliver using “framing technology,” otherwise distribute, or commercially exploit in any way the platform or any portion thereof or any information or content on the Service, without the prior written permission of Medipass.
4.1 Medipass offers Practitioners different subscription plans for the Service (“Plans”). Certain Plans have:
(a) a monthly subscription fee (“Subscription Fee”); and
(b) a fee charged for each electronic request to an Insurer for authorization of a claim that is initiated by a Practitioner utilizing the Service (“Transaction Fee”),
which applies to the Plan as specified at medipass.com.au/pricing (“Paid Plan”). Information on the inclusions within each Plan is also available at medipass.com.au/pricing.
4.2 A Practitioner can choose a Plan when the Practitioner creates an account with Medipass or if the Practitioner already has an account then the Practitioner can change the Plan by visiting Business Settings in their Medipass platform account.
4.3 If the Practitioner changes a Plan to a Paid Plan (“Plan Election”), Medipass will commence charging the Practitioner the then current Subscription Fee and Transaction Fees for the Paid Plan from the date of the Plan Election in accordance with clause 5 below.
5.1 Practitioners who subscribe for Paid Plans must pay:
(a) the Subscription Fee for each month or part thereof that the Practitioner subscribes to the Paid Plan in advance (each such month or part thereof being a “Service Period”); and
(b) the Transaction Fees for each month or part thereof that the Practitioner subscribes to the Paid Plan monthly in arrears,
as specified in relation to each Paid Plan at medipass.com.au/pricing.
5.2 Subscription Fees are paid in advance of each Service Period. The first Service Period starts when the Practitioner initially signs up to the Paid Plan and the Practitioner pays the Subscription Fee from the payment method the Practitioner has assigned to the Paid Plan (“Approved Payment Method”) and ends on the last day of that month. All subsequent Service Periods start on the first day of the month and end on the last day of that month. The final Service Period will start on the first day of the month and end when cancelled in accordance with clause 8.
5.3 Transaction Fees are paid on the first day of the month that immediately precedes the month where the electronic request to an Insurer for authorization of a claim that is initiated by a Practitioner utilizing the Service was processed by Medipass (each a “Transaction”).
5.4 At the end of each Service Period, Medipass will automatically renew the Practitioner’s membership for the following Service Period.
5.5 At the end of each Service Period, Medipass will deduct the Subscription Fee from the Practitioner’s Approved Payment Method. This process will continue for each of the following Service Periods (unless the Practitioner tells Medipass that the Practitioner wants to cancel the Paid Plan as set out in clause 8).
5.6 On the first day of each month, Medipass will deduct all the Transaction Fees from the immediately preceding Service Period from the Practitioner’s Approved Payment Method. This process will continue until the Practitioner tells Medipass that the Practitioner wants to cancel the Paid Plan as set out in clause 8.
5.7 In relation to the Subscription Fee and Transactions Fees, Medipass will not send the Practitioner an invoice but the Practitioner can access invoices through the Practitioner’s account.
5.8 Medipass may change the Subscription Fee and Transaction Fees at any time by giving the Practitioner at least 21 days’ notice. Medipass may also change the Practitioner’s Subscription Fee and Transaction Fee without notice if required by law or if any regulatory authority requests or requires a change to any part of Medipass’ pricing which affects the Practitioner’s Subscription Fee or Transaction Fees directly or Medipass’ pricing structure directly (if this happens Medipass will try and give the Practitioner reasonable notice).
5.9 Medipass may alter the amount that Medipass deducts from the Practitioner’s account if the Subscription Fee or Transaction Fees changes in accordance with these Terms.
5.10 Payment obligations are non-cancellable and, except as expressly stated in these Terms, fees paid are non-refundable. For clarity, in the event that a Practitioner downgrades any Plan from a Paid Plan to a free Plan, the Practitioner will remain responsible for any unpaid fees under the Paid Plan.
6.1 Fees are stated exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, GST, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively “Taxes”).
6.2 You will be responsible for paying all Taxes, except for those taxes based on Medipass’ net income. Should any payment to Medipass be subject to withholding tax by any government, you will reimburse Medipass for such withholding tax.
7. Links to third parties sites & services
7.1 Medipass may contain links to third party information and products. Such content and links are not owned, operated or maintained by Medipass, nor are they affiliated or associated with Medipass in any way, unless indicated on the external site.
Example of a link to a third party site is a website link that a provider has included in their directory listing.
7.2 Medipass is not responsible for the content of any third party material appearing on the platform or any third party sites linked to the platform. Such information, advertisements or links are purely for information purposes only and are not endorsements by Medipass as to the quality, accuracy or completeness of the third party information or websites.
7.3 If you decide to access any of the third party services or websites advertised or linked, you do so entirely at your own risk and, as far as lawfully possible, Medipass accepts no liability or responsibility for your actions or omissions or linked sites in relation to the content contained therein.
8. Changing, Cancelling, Suspending or Restricting the Service
8.1 Medipass may change the Service, including altering the content, presentation and / or features available on the Service from time to time without giving you notice.
8.2 Medipass may immediately suspend or restrict a User’s use of all or any of the Service in the following circumstances:
8.3 If any fees owed to Medipass by a Practitioner are overdue, Medipass may, without limiting any other rights and remedies, downgrade and Paid Plan to a free Plan until those amounts are paid in full, so long as Medipass has given the Practitioner ten (10) or more days’ prior notice that its account is overdue. The Practitioner acknowledges and agrees that a downgrade will result in a decrease in certain functionality as illustrated by comparing Plans at medipass.com.au/pricing.
8.4 Medipass may cancel your use of the Service at any time and will provide you with reasonable notice prior to cancellation. Except if clause 8.2 applies, if a Practitioner has a Paid Plan and Medipass cancels that Practitioner’s use of the Service, the Practitioner will have access to the Service for the remainder of the Service Period that the Practitioner has already paid for, but the Practitioner’s Plan will not automatically be renewed.
8.5 A Practitioner may cancel a Paid Plan at any time by notifying Medipass in writing and the Paid Plan features will be disconnected at the end of the current Service Period. A Practitioner may reconnect the Paid Plan at any time via that Practitioner’s Account on the website.
9.1 The Service utilises certain integrations with Insurers and includes references to certain Insurer’s names, end user identifiers such as transaction numbers or participant numbers, the amount of the benefit paid by the Insurer and the status of any Transactions adjudicated by the Insurer (“Insurer Property”). Insurer Property is owned solely and exclusively by the relevant Insurer. You will not contest the ownership of the Insurer Property for any reason. The Insurer may at any time, immediately and without notice, prohibit you from using any of the Insurer Property for any reason. You may only use advertising and promotional material if you have received written authorisation from the relevant Insurer, which Medipass may require you to provide to demonstrate adherence to this clause.
9.2 You may choose to, or Medipass may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or Medipass’ products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Medipass under any fiduciary or other obligation and that Medipass is free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Medipass does not waive any rights to use similar or related ideas previously known to Medipass, or developed by its employees, or obtained from sources other than you.
9.3 Subject to clause 9.1, Medipass owns all proprietary rights in the Service, including but not limited to, patents, trademarks, service marks, trade secrets, copyrights and other intellectual property rights.
Copyright in all content contained on this Service, including but not limited to text, drawings, photographs and page layout, subsists under, and is protected by, the Australian Copyright Act 1968 (Cth) and international copyright laws and, unless stated otherwise, is owned by Medipass or used by Medipass under licence.
Practitioners grant Medipass permissions to use Practitioner’s name and logo in its marketing materials and at Medipass’ absolute discretion, including but not limited to use on Medipass’ platform, in customer listings such as publishing details of Providers that use the Service in any format (including searches and maps), in interviews and in press releases.
12. Disclaimer & warranty
12.1 The information, software, products, and services included in or available through Medipass may include inaccuracies or typographical errors.
12.2 Medipass, its contractors and suppliers and Insurers may make improvements and/or changes in the Service at any time. Advice received via the Service should not be relied upon for personal, medical or legal decisions and you should consult an appropriate professional for specific advice tailored to your situation. Although the Service may provide financial information relating to quotes and estimated fees which may be incurred, you should rely on your own reasonable judgement, which may include contacting financial professionals in making any financial decisions.
12.3 To the maximum extent permitted by applicable law, Medipass, its contractors and suppliers and Insurers make no representations about the suitability, reliability, availability, timeliness and accuracy of the information, software, products, services and related graphics contained on the platform or through the Service for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. To the maximum extent permitted by applicable law, Medipass, its contractors and suppliers and Insurers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
12.4 To the maximum extent permitted by applicable law, in no event shall Medipass, its contractors and suppliers and Insurers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Service, with the delay or inability to use the Service or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the Medipass platform, or otherwise arising out of the use of the Service, whether based on contract, tort, negligence, strict liability or otherwise, even if Medipass, its contractors and suppliers and Insurers have been advised of the possibility of damages.
13. Security & Privacy
13.1 When using the Service, you must provide accurate, up-to-date and complete information. If you create a Medipass Account, you are solely responsible for keeping your password and access to your mobile phone (for where we communicate unique PIN codes) secure. You will be solely responsible and liable for any activity that occurs under your user name, or in an account attached to your biometric data (including face, fingerprint or other touch ID).
13.2 You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and you must notify Medipass immediately in the event of any suspected unauthorised access or use.
14. Communications network
14.1 You acknowledge that:
(a) the communication lines in relation to the Service and third party platforms may involve transmission of data over the internet.
(b) the internet is an inherently insecure communications network and that communications sent over the internet may be delayed, misdelivered or not delivered, may be delivered incomplete and may be read or altered by third parties in transit.
(c) Medipass will not be liable to you or any other person, for any failure to perform its obligations with respect to a transaction that is not received by Medipass, or any loss, alteration, disclosure of information which is the result of any cause, event, activity or circumstance beyond Medipass’ direct control.
15.1 We may amend these Terms after giving you prior notice via medipass.com.au/terms in circumstances where we consider that the amendment is reasonably necessary or desirable to:
15.2 The most current version of these Terms can be found at medipass.com.au/terms.
15.3 We will give you reasonable notice of a change (having regard to the nature of the change) except where we consider that the relevant change is necessary in order for us to comply with any law, regulation or other obligation we have.
16. Representations and warranties by you
16.1 You represent and warrant to us that:
16.2 The representations and warranties in clause 16 survive acceptance of these Terms.
17. Governing law
17.1 These Terms are governed by the laws of Victoria, Australia. You irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria and waive any right to object to an action being brought in those courts, including on the basis of inconvenient forum.
18. Prohibition and enforceability
18.1 Any provision of, or the application of any provision of, these Terms, which is prohibited in any jurisdictions is, in that jurisdiction, ineffective only to the extent of the prohibition.
18.2 Any provision of, or the application of, these Terms which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
19. Force Majeure
Neither Medipass nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism and governmental action.
Clauses 5 (“Payment”), 6 (“Taxes”), 9 (“Ownership”), 10 (“Copyright”), 11 (“Publicity”), 12 (“Disclaimer & Warranty”), 13 (“Security & Privacy”), 16 (“Representations and warranties by you”), 17 (“Governing Law”), 18 (“Prohibition and enforceability”), 20 (“Survival”) and 21 (“Interpretation”) will survive any termination or expiration of these Terms.
21.1 Headings and italicised, highlighted or bold type do not affect the interpretation of these Terms.
21.2 In these Terms, unless a contrary indication appears or is expressed:
(a) the singular includes the plural and the plural includes the singular;
(b) a gender includes the other genders;
(c) other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
(d) a reference to a person or an entity includes any person, firm, company, partnership, joint venture, association, trust, corporation or other body corporate and any government agency (whether or not having a separate legal personality) or two or more of them;
(e) a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, these Terms and a reference to these Terms includes any annexure, exhibit and schedule;
(f) a reference to a document includes all amendments or supplements to, or replacements or novation’s of, that document;
(g) a reference to a party to any document includes that party’s successors and permitted assigns;
(h) a reference to time is to Melbourne time;
(i) a reference to a statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;
(j) a reference to liquidation includes official management, administration compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or a similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;
(k) a reference to an agreement other than these Terms includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing;
(l) a reference to an asset includes all property of any nature, including a business, and all rights, revenues and benefits;
(m) a reference to a document includes any agreement or contract in writing, or any certificate, notice, deed, instrument or other document of any kind; and
(n) a reference to a body, other than a party to these Terms (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions.
21.3 No provision of these Terms may be construed adversely to a party solely on the ground that the party was responsible for the preparation of these Terms or the preparation or proposal of that provision.
21.4 Specifying anything in these Terms after the words ‘include’ or ‘for example’ or similar expressions does not limit what else is included unless there is express wording to the contrary.