User terms

Medipass Solutions Pty Ltd

User Terms

Effective Date: 1 April 2020

Medipass Solutions Pty Ltd

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:

a service provider of a valid health or medical service or approved services delivered under a health insurance scheme (“Practitioners”); and
patients, consumers and other individuals whose personal information is collected by us during the conduct of our business (“Individuals”),

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”).

1.4 In addition to these Terms, you agree to the terms of our Privacy Policy (medipass.com.au/privacy-policy). You acknowledge and agree that, if you provide your personal information (as that term is defined in the Privacy Act 1988) to us, we will collect, store, use and disclose your personal information in accordance with our Privacy Policy. If you do not agree to the terms of the Privacy Policy then you should not use the Service. Further, Practitioner use of the Service is subject to any associated terms of Insurers for which you have been enabled. Insurers may choose to limit or revoke your ability to submit requests in line with those agreements.

For example, Practitioners enabled to process HICAPS claims are subject to the relevant HICAPS Terms.

1.5 Practitioners acknowledge and agree that:

where Medipass intermediates payments on behalf of an Insurer, Medipass is not required to make payment to the Practitioner until Medipass has received the full amount due to the Practitioner in cleared funds from the Insurer; and
where Medipass does not intermediate payments on behalf of an Insurer or where Medipass intermediates payments by the Insurer to the Practitioner but does not receive the full amount due to the Practitioner from the Insurer in cleared funds, Medipass does not accept or assume any liability for payment to the Practitioner.

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:

illegitimate transactions which are those outside of standards and rules applicable to Insurers;
unauthorised access to the Service through a third party application, API, robot, spider or automated device;
accessing or attempting to access any protected portions of the Service without an authorised account or through any means other than by submitting your authorised password or access code on the appropriate web page or application;
data mining or extraction tool or other unauthorised means;
interference with the platform; and
actions that impose an unreasonable load on the Service.

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. Plans

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. Payment

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.

5.11 The Practitioner is solely responsible for the information provided to Medipass in relation to the Approved Payment Method and any changes to this information.

6. Taxes

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:

where reasonably necessary for technical or operational reasons;
if the User breaches these Terms; or
if Medipass considers that the User has committed or may be committing any fraudulent activity against Medipass or against any other person or organization through the User’s use of the Service.

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. Ownership

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.

10. Copyright

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.

11. Publicity

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 The Practitioner indemnifies and holds Medipass and its officers, employees and agents (“those indemnified”) harmless against all loss or damage of any kind (including liability to a third party) suffered or incurred by those indemnified in connection with:

any breach of these Terms;
any willful misconduct by the Practitioner;
a misrepresentation by the Practitioner; and / or
any unlawful or negligent act or omission by the Practitioner.

12.5 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.

12.6 Because some states / jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Service, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the Service.

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.

13.3 As a Practitioner, you will have a privacy policy that tells Individuals how you use, display or transfer Individual data, which you will make available to Individuals. In adhering to this requirement, a Practitioner should consider the guidance published in relation to Australian Privacy Principle 1.6. You will obtain explicit consent from Individuals before using data for any purpose other than providing platform services. You will use all reasonable efforts to protect and secure data from unauthorised use or disclosure, and will promptly notify Individuals and Medipass where data is accessed or disclosed without permission.

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. Variation

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:

provide clarity to the intention of these Terms where the amendment is not material and is no less favourable to you;
reflect new systems, technology, products or services related to the Service;
implement changes required by law; or
otherwise protect our legitimate business interests.

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:

(If you are a corporation) you are a corporation registered (or taken to be registered) and validly existing under the Corporations Act 2001 (Cth) or in your jurisdiction of incorporation;
(If you are a corporation) you have the corporate power to own its assets and to carry on its business as it is now being conducted;
you have the power and authority to enter into and perform your obligations under these Terms;
you have taken all necessary action to authorize the acceptance and performance of these Terms by you;
these Terms constitute your legal, valid and binding obligations and, subject to any necessary stamping and registration, is enforceable in accordance with its terms subject to laws generally affecting creditors’ rights and to principles of equity; and
the acceptance and performance by you of these Terms does not and will not violate, breach, or result in a contravention of:

any law, regulation or authorization; or
(in the case of a corporation) your constitution or other constituent documents.

16.2 The representations and warranties in clause 16 survive acceptance of these Terms.

17. Governing law

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.

20. Survival

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. Interpretation

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;

(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.

Part A - Individual Terms – Payment Processing Services

1. About these Payment Processing Services

In addition to the User Terms, these terms and conditions (“Individual Terms”) apply to Individuals who book, arrange or pay for a Health Service using the Platform or who otherwise use the Health Services offered by a Practitioner via the Platform (the “Approved Individual”).

2. Definitions

In this Part A, capitalised terms have the meaning given to those terms below.

Account means a depository account with a financial institution designated by the Approved Individual for the payment or receipt of monies pursuant to these Individual Terms.

Card Network means the network that powers credit card and debit card transactions. This includes, without limitation, Visa and MasterCard.

Chargeback means a refund, Transaction Funds Reversal or a dispute or claim by an Approved Individual, their financial institution, a Card Network, Medipass or Medipass’ processor in relation to a transaction that involves payment with a credit card or by ‘credit’ on a debit card.

Currency means the coin and paper money of Australia or another country that is designated as legal tender and circulates and is customarily used and accepted as a medium of exchange in the country of issuance.

Funds means Currency or a claim that can be converted into Currency through a financial institution, electronic payments network, or other formal or informal payment system.

Health Services means any health or medical services, or approved services delivered under a health insurance scheme.

Medipass Account means funds received on behalf of an Approved Individual, which will be co-mingled and held with funds belonging to other persons.

Payment Method has the meaning in clause 3.2.

Platform means a digital intermediary service connecting or facilitating Approved Individuals and Practitioners transacting with each other.

Platform Transaction means a Transaction involving the Purchase of the Health Services by the Approved Individual from the Practitioner.

Purchase shall be interpreted broadly a mean purchase, buy, obtain, lease, license or otherwise acquire or assume.

Sell or Sale shall be interpreted broadly to mean to sell, transfer, lease, license, hypothecate or otherwise assign or dispose of.

Third Party Service Provider means a separate business working with Medipass to facilitate payment processing as well as preventing fraud and non-compliance with applicable laws.

Transaction means a transaction between the Practitioner and the Approved Individual whereby the Practitioner Sells or agrees to Sell Health Services to the Approved Individual and the Approved Individual renders, or agrees to render, payment to the Practitioner.

Transaction Funds Reversals are payment reversals that can refund to an Approved Individual up to the full amount of the Transaction funds. This term includes “chargebacks” – claims that Approved Individuals may file to dispute a payment or identify any unauthorised transactions made directly with the Individual’s issuing bank. This term also includes transactions disputed or reversed by a Card Network, Medipass’ processor, or Medipass’ financial institution. This term also includes payment reversals due to an unauthorised, unlawful, suspicious or prohibited Transaction (as determined by Medipass).

3. Payment Processing Services

3.1 The Approved Individual hereby authorizes and instructs Medipass to act as its agent in connection with Transactions in accordance with these Individual Terms (collectively, the “Payment Processing Services“).

3.2 When booking, arranging or paying for a Health Service using the Platform, the Individual may provide to Medipass such details of a payment facility which the Individual is authorised to make payments with (the “Payment Method”) as Medipass request at the time that the Individual books, arranges or pays for the Service or any time thereafter.

3.3 By providing Medipass details of the Payment Method, the Individual warrants to Medipass that the Individual is authorised to make payment using the Payment Method and acknowledges that Medipass will act in reliance on that warranty. For the avoidance of doubt, a Payment Method includes, but is not limited to, a credit card, a debit card or any other means by which payments can be made.

3.4 The Individual agrees that Medipass may store details of the Individual’s Payment Method for use in future payments through the Platform. Medipass may store details of the Individual’s Payment Method on Medipass’ servers or with a third party service provider.

3.5 The Individual agrees to ensure that the details of the Individual’s Payment Method remains current and effective to enable Medipass to debit payments. If the details that Medipass holds are incorrect or the Payment Method has expired, Medipass may decline to allow the Individual to use the Platform until the Individual supplies Medipass with valid details of a current Payment Method belonging to the Individual.

4. Authorization

4.1 The Approved Individual authorizes Medipass to initiate credit entries to its Account for payment of part or all of the purchase price of any Health Services purchased from the Practitioners by an Approved Individual (the “Purchase Price”), and to debit the Approved Payment Method for the Purchase Price and to discharge the Approved Individual’s obligations pursuant to these Individual Terms.

4.2 By booking a Health Service with a Practitioner, the Approved Individual authorises Medipass to debit the Approved Individual’s Payment Method for the Payment Price of the Health Services.

4.3 The Approved Individual agrees that Medipass may debit the Approved Individual’s Payment Method for the Payment Price of a Health Service at any time after Medipass receives details of the Approved Individual’s Payment Method. Medipass may, debit the Approved Individual’s Payment Method, before, during or after the time at which the Health Service provided to the Approved Individual.

4.4 The Approved Individual agrees, to the maximum extent permitted by law, that Medipass has no obligation to inquire into whether the Approved Individual has received, or will likely receive, a Health Service which the Approved Individual has booked, arranged or payed for with a Practitioner. The Approved Individual agrees that the Approved Individual’s conduct in booking, arranging or paying for a Health Service is itself sufficient to authorise Medipass to debit the Approved Individual’s Payment Method.

4.5 The Approved Individual agrees that Medipass is not liable for and releases Medipass from, any loss, harm or damage suffered by the Approved Individual as a result of Medipass debiting, or attempting to debit, the Approved Individual’s Payment Method in accordance with this clause 4.

5. Funds Held for Benefit of the Approved Individual

5.1 Medipass maintains a ledger that properly delineates the Approved Individual for whom the funds are earmarked. Medipass has sole discretion over the establishment and maintenance of any Medipass Accounts.

5.2 The Approved Individual will not receive interest or any other earnings on funds in the Medipass Accounts. The Approved Individual irrevocably assigns to Medipass all rights and legal interests to any interest or other earnings that accrue or are attributable to any of the Approved Individual’s funds in the Medipass Account.

6. Right to Reject a Transaction

Medipass reserves the right, in its sole discretion, to refuse to complete any Transaction that Medipass has reason to believe is unauthorized or made by someone other than the Approved Individual, may violate any law, rule or regulation, or if Medipass has reasonable cause not to honor it.

7. Transaction Funds Reversals and Disputes

7.1 Transaction Funds Reversals are payment reversals that can refund to the Approved Individual up to the full amount of the Transaction Funds. This term includes “chargebacks”‚ claims that Approved Individuals may file to dispute a payment or identify any unauthorized transactions made directly with the Approved Individual’s issuing bank. This term also includes transactions disputed or reversed by a Card Network, Medipass’ processor, or the Approved Individual’s financial institution. This term also includes payment reversals due to an unauthorized, unlawful or a suspicious Transaction. Transaction Funds Reversals include claims that the Approved Individuals may file to dispute a payment or identify any unauthorized transactions.

7.2 These complaints are made directly with the Approved Individual’s issuing bank and may result in a reversal that refunds up to the full Purchase Price of the Transaction back to the Approved Individual.

7.3 If a Transaction is disputed or reversed by a Card Network, Medipass’ processor, or the Approved Individual’s financial institution, or the Transaction was not authorized, unlawful or suspicious, the Approved Individual is fully liable for the Transaction Funds Reversal amount, as is the Practitioner for a Platform Transaction.

7.4 For any Transaction resulting in a Transaction Funds Reversal, Medipass may withhold the Transaction Funds Reversal in a reserve or deduct the amount of the Transaction Funds Reversal and any associated fees or fines from the Approved Individual’s Account or other funding source registered with Medipass, including without limitation by direct debit.

7.5 Medipass assumes no liability for Transaction Funds Reversals or for any assistance Medipass provides to prevent or fight Transaction Funds Reversals.

7.6 The Approved Individual acknowledges that Medipass makes no representations as to the quality of the Health Services offered by Practitioners through the Platform. The Approved Individual agrees that Medipass is not liable for any loss, harm or damage suffered as a result of a Health Service not being provided to the Approved Individual or not being provided with due care, skill and diligence by the Practitioner. The Approved Individual also agrees that Medipass is under no obligation to attempt to procure any refund for the Approved Individual from the Practitioner of the Health Services that were not provided as scheduled or provided without due care, skill and diligence.

8. Set Off/Security Interest

Additionally, without prior notice, the Approved Individual agrees that Medipass may defer payout/restrict access to funds related to a disputed Transaction, or if payout has already occurred, directly debit the Approved Individual’s Account for the amount charged back.

Part B - Practitioner Terms – Collection Services

1. About these Practitioner Terms

1.1 In addition to the User Terms, these terms and conditions (“Practitioner Terms”) apply to Practitioners and their authorised representatives who use the Service or otherwise have entered into arrangements with Medipass to permit patients to pay for Health Services through the Platform (“Approved Practitioner”).

1.2 Medipass has agreed to collect monies for the Approved Practitioner from Individuals in relation to Health Services provided by the Approved Practitioner in consideration of the Approved Practitioner paying the fees specified in the fees schedule at medipass.com.au/pricing (“Fees”) to Medipass.

1.3 Medipass may, in its absolute discretion, use any third party payment systems and services that Medipass considers appropriate in order to debit and process payments and collect monies.

1.4 The Approved Practitioner authorises and instructs Medipass to provide the following services in accordance with these Practitioner Terms:

to accept and collect monies on the Approved Practitioner’s behalf;
to hold such monies for the Approved Practitioner in Medipass’ bank account as nominated by Medipass; and
to forward those monies to the Approved Practitioner’s Account.

(Collectively, the “Collection Services”).

2. Definitions

In this Part B, capitalised terms have the meaning given to those terms below.

Account means a depository account specified by the Approved Practitioner on the Platform with a financial institution designated by the Approved Practitioner for the payment or receipt of monies pursuant to these Practitioner Terms.

Card Network means the network that powers credit card and debit card transactions. This includes, without limitation, Visa and MasterCard.

Chargeback means a Refund, Transaction Fund Reversal or a dispute or claim by an Individual, their financial institution, a Card Network, Medipass or Medipass’ processor in relation to a transaction that involves payment with a credit card or by ‘credit’ on a debit card.

Digital Wallet means Medipass’ ledger system that records the Approved Practitioner’s Account and the funds Medipass holds on the Approved Practitioner’s behalf.

Health Services means any health or medical services, or approved services delivered under a health insurance scheme.

Individual means patients, consumers and other individuals whose personal information is collected by Medipass during the conduct of Medipass’ business and who books or arranges a health service using the Platform.

Losses means any and all actions, claims, demands, losses, liabilities, damages, recoveries, settlements and/or costs (including attorney, accountant, and expert witness fees and costs), known or unknown, contingent or otherwise.

Platform means a digital intermediary service connecting or facilitating Individuals and Practitioners transacting with each other.

Practitioner means a service provider of a valid Health Service.

Representatives means a person’s affiliates, and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns.

Refund mean a payment reversal as a result of an Individual not being satisfied with the supply or quality of the Health Service provided by the Approved Practitioner, changing his/her mind about the purchase for any reason, or the Approved Practitioner decides to reverse a Transaction for any reason. For clarity, Refunds may include a Chargeback but do not include Transaction Funds Reversals.

“Sell” or “Sale” shall be interpreted broadly to mean to sell, transfer, lease, license, hypothecate or otherwise assign or dispose of.

Transaction Funds Reversals are payment reversals that can refund an Individual up to the full amount of the Transaction as a result of an unauthorised, unlawful, suspicious, or prohibited Transaction. For the avoidance of doubt, a Transaction Fund Reversal may include a Chargeback but does not include a Refund.

3. Payment and Account Authorisation

3.1 The Approved Practitioner instructs Medipass to receive, on the Approved Practitioner’s behalf, payment in full or in part of the price of any Health Services purchased by an Individual less any Fees (the “Price“).

3.2 The Approved Practitioner authorises Medipass to, in accordance with these Practitioner Terms:

to make debit and credit entries in the Approved Practitioner’s Digital Wallet to reflect the collection and payment to the Approved Practitioner of the Price received;
pay into the Approved Practitioner’s Account the Price received;
debit the Approved Practitioner’s Account to discharge the Approved Practitioner’s obligations pursuant to these Practitioner Terms; and
debit the Approved Practitioner’s Account and Digital Wallet to collect any fees and charges that the Approved Practitioner has agreed to pay Medipass.

3.3 Medipass may pay the Price to the Approved Practitioner at such times agreed between the Approved Practitioner and Medipass and by any means it considers appropriate. Medipass will take reasonable steps to process payments as expeditiously as possible. Medipass however accepts no liability for any loss, harm or damage suffered by the Approved Practitioner or any other person as a result of a delay in processing a payment.

3.4 It is the Approved Practitioner’s responsibility to update the Approved Practitioner’s Account details if the Approved Practitioner’s Account changes subsequent to registering an Account with Medipass. Medipass accepts no responsibility for, and the Approved Practitioner releases and indemnifies Medipass from, loss, harm or damage suffered as a result of Medipass depositing funds into an Account that the Approved Practitioner erroneously notified to Medipass, and has no obligation to take steps to recover such payments for the Approved Practitioner.

3.5 Medipass may at any time limit the value of individual payments that can be made to an Approved Practitioner through the Collection Service. The Approved Practitioner will be notified of any individual payment limit on the Platform or by email to the Approved Practitioner. The Approved Practitioner may change any individual payment limit at any time without prior notice.

4. Funds held for the Approved Practitioner’s benefit

4.1 Medipass receives and holds the Price on the Approved Practitioner’s behalf, in Medipass’ bank account.

4.2 Medipass has sole discretion over the establishment and maintenance of its bank accounts. The Approved Practitioner acknowledges and agrees that the Price may be comingled in Medipass’ bank account with monies held by Medipass for its other customers and also with Medipass’ own corporate funds.

4.3 The Approved Practitioner will not receive interest or any other earnings on funds held on the Approved Practitioner’s behalf in Medipass’ bank account.

4.4 The Approved Practitioner irrevocably assigns to Medipass all rights and legal interests to any interest or other earnings that accrue or are attributable to any of the Approved Practitioner’s funds.

4.5 Medipass maintains a Digital Wallet for the Approved Practitioner that allocates the amount held in Medipass’ bank account on the Approved Practitioner’s behalf, being the amount of the Approved Practitioner’s Price received by Medipass.

5. Taxes

Medipass is not responsible for withholding or payment of any sales, use, personal property or other governmental tax or levy imposed in connection with any Transaction.

6. Illegal Transactions

6.1 The Approved Practitioner must not use the Collection Services for, or otherwise accept payments in connection with, any illegal activity.

6.2 The Approved Practitioner agrees that Medipass may refuse to provide the Collection Services without further notice if:

Medipass has any reason to believe that to do so may violate any law, rule or regulation; or
requested by a court, tribunal, governmental or regulatory body.

7. Transaction fund reversals, refunds and disputes

7.1 The Approved Practitioner acknowledges that a Transaction Funds Reversal, Refund or dispute may result in a return of part or all of the Price to an Individual, Card Network or financial institution requesting the reversal.

7.2 If a Transaction is disputed, or a Transaction Funds Reversal or Refund is being sought, the Approved Practitioner will be fully liable for the dispute, reversal or refund of the Price and any associated fees or fines and the Approved Practitioner agrees:

to be bound by any payment industry or banking rules and regulations applicable to the dispute, Transaction Funds Reversal or Refund;
to take all reasonable action to resolve any dispute in a timely manner including a dispute involving a Transaction Funds Reversal or Refund;
that if the payment industry or banking rules and regulations require the Transaction Funds Reversal, Medipass is instructed by the Approved Practitioner, without further notice, to give effect to the reversal by holding an amount in Medipass’ bank account to cover the reversal, restricting the Approved Practitioner’s access to the funds in Medipass’ bank account, debiting the Transaction Funds Reversal amount and any associated fees or fines from Medipass’ bank account (or direct debiting the Approved Practitioner’s Account for an amount covering the Transaction Funds Reversal), and adjusting the Approved Practitioner’s Digital Wallet to reflect the reversal; and
that if a Refund is being sought, to provide timely instructions directly to Medipass.

7.3 Medipass assumes no liability for any Transaction Funds Reversal, Refund or dispute and the Approved Practitioner agrees to hold harmless Medipass for acting in accordance with clauses 6 (“Illegal Transactions”) and 7 (“Transaction fund reversals, refunds and disputes”) of these Practitioner Terms. Without limiting clause 12 (“Liability”), the Approved Practitioner also agrees to indemnify Medipass for any Transaction Funds Reversal, Refund or dispute and any associated fees or fines. Without limiting this clause 7 (“Transaction fund reversals, refunds and disputes”), the Approved Practitioner acknowledges and agrees that Medipass may delay or reject Transactions that Medipass considers potentially fraudulent or unauthorised.

8. Set Off/Security Interest

8.1 To the extent allowed by applicable law, the Approved Practitioner grants to Medipass a security interest or right of set-off against any funds held on the Approved Practitioner’s behalf in Medipass’ bank account including any pending Price that Medipass is to receive.

8.2 The Approved Practitioner agrees to execute and deliver any documents necessary to perfect and enforce any security interest.

9. Termination and Suspension

9.1 Either party may terminate these Practitioner Terms at any time by notifying the other party of the termination of these Practitioner Terms.

9.2 Upon Termination: (a) the Approved Practitioner’s account will be flagged as dormant and the Collection Services will cease; and (b) any pending Transactions will be cancelled and all amounts held on the Approved Practitioner’s behalf in Medipass’ bank account, including the Price to be received from Transactions completed prior to the termination, shall be paid to the Approved Practitioner.

9.3 Without limiting clause 12 (“Liability”), the Approved Practitioner agrees that Medipass will not be liable for any damages or responsible for any compensation in connection with the termination or suspension of the Collection Services.

9.4 Medipass may suspend the Collection Services, or your access to the Collection Services, without notice at any time if it is reasonably necessary to comply with any applicable law or to protect Medipass’ legitimate commercial interests.

10. Survival of Termination

Section 7 (“Transaction fund reversals, refunds and disputes”), Section 8 (“Set Off/Security Interest”), Section 11 (“Dispute Resolution”), Section 12 (“Liability”) and Section 13 (“Disclaimer of Warranty”) of these Practitioner Terms as well as any other of the Approved Practitioner’s remaining obligations and any other terms necessary to enforce or address such obligations shall survive the termination of these Practitioner Terms.

11. Dispute Resolution

The Approve Practitioner agrees to be bound by any applicable dispute resolution process required by any payment industry or banking rules and regulations applicable to the Transaction, Refund or Transaction Funds Reversals.

12. Liability

12.1 Without limiting clause 7 (“Transaction fund reversals, refunds and disputes”), Medipass or any of its Representatives will not be liable to the Approved Practitioner for any Losses arising out of or in connection with the Approved Practitioner’s use of Medipass’ Collection Services.

12.2 In the event the above clause, or the limitation of liability in clause 7 (“Transaction fund reversals, refunds and disputes”), is not enforceable for any reason, then, Medipass’ maximum aggregate liability arising from or relating to any claim (or series of related claims) by the Approved Practitioner arising out of or in connection with the Collection Services shall not exceed the aggregate amount of 100% of the Fees received in relation to the Approved Practitioner’s Transaction during the 12 month period preceding the date such claim(s) is/are made.

12.3 In no event shall Medipass be liable for any lost profits, data, or any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with, or relating to the Collection Services.

13. Disclaimer of Warranty

13.1 The Collection Services are provided “As Is” or “As Available” and Medipass makes no representations or warranties, express or implied, to the Approved Practitioner regarding the Collection Services, including without limitation, that the Services will meet the Approved Practitioner’s requirements or that the Collection Services or the Medipass systems will be uninterrupted, timely or error free.

13.2 Without limiting the generality of the foregoing, Medipass does not warrant in any way the legality of the Transaction, title or condition of any Health Services or any other aspect of any or all of the agreements between the parties.

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