Effective Date: 1 May 2019
1. About these Terms
These User Terms (“Terms”) set out the terms under which you may utilise the Service (defined below) and constitutes a contract between you and Medipass Solutions Pty Ltd ABN 21 615 345 536 and its subsidiaries (“Medipass”). 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.
These Terms cover medical and health providers (“Practitioners”) and patients and consumers (“Individuals”), collectively referred to as “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 conditions of Insurers which may, from time to time, provide services powered by Medipass.
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”).
In addition to these Terms, you are subject to the terms of our Privacy Policy. You acknowledge and agree that the terms of our Privacy Policy are incorporated into, govern and relate to these Terms as if set out in full.
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.
2. How you may use the Service
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.
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
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.
Medipass further reserves the right to report any suspected claims fraud which it considers reasonably necessary in its absolute discretion to the relevant Insurer for further investigation.
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. Links to third parties sites & services
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.
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.
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 the actions or omissions of Users of the platform or linked sites in relation to the content contained therein.
5. Ownership
The Service includes references to certain Insurer names (“Marks”). Marks are owned solely and exclusively by the relevant Insurer. You will not contest the ownership of the Marks for any reason. The Insurer may at any time, immediately and without notice, prohibit you from using any of the Marks 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.
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.
6. 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.
7. 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.
8. Disclaimer & warranty
The information, software, products, and services included in or available through Medipass may include inaccuracies or typographical errors.
Medipass and/or its contractors and suppliers 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.
Medipass and/or its suppliers 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. Medipass and/or its suppliers 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.
To the maximum extent permitted by applicable law, in no event shall Medipass and/or its suppliers 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 or any of its suppliers has been advised of the possibility of damages.
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.
9. Security & Privacy
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).
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.
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.
10. Communications network
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 the User 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.
11. Variation
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.
The most current version of these Terms can be found at medipass.com.au/terms.
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.
12. Representations and warranties by you
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:
(a) any law, regulation or authorization; or
(b) (in the case of a corporation) your constitution or other constituent documents.
The representations and warranties in clause 12 survive acceptance of these Terms.
13. 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.
14. Prohibition and enforceability
(a) 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.
(b) 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.
15. Interpretation
(a) Headings and italicised, highlighted or bold type do not affect the interpretation of these Terms.
(b) In these Terms, unless a contrary indication appears or is expressed:
(i) the singular includes the plural and the plural includes the singular;
(ii) a gender includes the other genders;
(iii) other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
(iv) 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;
(v) a reference to any thing (including any right) includes a part of that thing, but nothing in this clause 15(v) implies that performance of part of an obligation constitutes performance of the obligation;
(vi) 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 Conditions and a reference to these Terms and Conditions includes any annexure, exhibit and schedule;
(vii) a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
(viii) a reference to a party to any document includes that party’s successors and permitted assigns;
(ix) a reference to time is to Melbourne, Australia time;
(x) 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;
(xi) 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;
(xii) 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;
(xiii) a reference to an asset includes all property of any nature, including a business, and all rights, revenues and benefits;
(xiv) 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
(xv) 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.
(c) 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.
(d) 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.