User Terms - Medipass Consumer Account
Effective Date: 11 November 2020
1 These User Terms
1.1 Medipass Solutions Pty Ltd ABN 21 615 345 536 and its subsidiaries (“Medipass”, “we”, “our” or us) provide the digital health solution referred to as “Medipass”. One component of this solution is the provision of Medipass Consumer Accounts (the “Service”).
1.2 These User Terms set out the terms by which an Individual (also referred to as “you” or a “User”) is permitted to access and use the Service. These User Terms do not apply to any access or use of the broader “Medipass” solution (including related websites, application program interfaces and software programs or functionalities) which occurs outside a Medipass Consumer Account. The terms that apply to such general use are located here.
1.3 You acknowledge and agree that Your access to, or use of, the Service constitutes Your acceptance of these User Terms and the contract that they form between You and Us.
1.4 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.
1.5 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, as relevant to a Medipass Consumer Account.
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:
(a) illegitimate transactions which are those outside of standards and rules applicable to Insurers;
(b) unauthorised access to the Service through a third party application, API, robot, spider or automated device;
(c) 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;
(d) data mining or extraction tool or other unauthorised means;
(e) interference with the platform; and
(f) 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 Links to third parties sites & services
4.1 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.
4.2 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.
4.3 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.
5 Changing, Cancelling, Suspending or Restricting the Service
5.1 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.
5.2 Medipass may immediately suspend or restrict a User’s use of all or any of the Service in the following circumstances:
(a) where reasonably necessary for technical or operational reasons;
(b) if the User breaches these Terms; or
(c) 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.
5.3 Medipass may cancel your use of the Service at any time and will provide you with reasonable notice prior to cancellation.
6.1 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.
6.2 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.
6.3 Subject to clause 6.1, 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.
7.1 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.
8 Disclaimer & warranty
8.1 The information, software, products, and services included in or available through Medipass may include inaccuracies or typographical errors.
8.2 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.
8.3 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.
8.4 Individuals indemnify and hold 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 or wilful misconduct by the Individual.
8.5 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.
9 Security & Privacy
9.1 When using the Service, you must provide accurate, up-to-date and complete information. If you create a Medipass Consumer 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).
9.2 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.
10 Communications network
10.1 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.
11.1 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:
(a) provide clarity to the intention of these Terms where the amendment is not material and is no less favourable to you;
(b) reflect new systems, technology, products or services related to the Service;
(c) implement changes required by law; or
(d) otherwise protect our legitimate business interests.
11.2 The most current version of these Terms can be found at medipass.com.au/terms.
11.3 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.
12 Representations and warranties by you
12.1 You represent and warrant to us that:
(a) (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;
(b) (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;
(c) you have the power and authority to enter into and perform your obligations under these Terms;
(d) you have taken all necessary action to authorize the acceptance and performance of these Terms by you;
(e) 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
(f) the acceptance and performance by you of these Terms does not and will not violate, breach, or result in a contravention of:
(g) any law, regulation or authorisation; or
(h) (in the case of a corporation) your constitution or other constituent documents.
12.2 The representations and warranties in clause 12 survive acceptance of these Terms.
13 Governing law
13.1 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.
14 Prohibition and enforceability
14.1 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.
14.2 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.
15 Force Majeure
15.1 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.
16.1 Any termination or expiration of these User Terms will not affect the rights or obligations of the parties which have accrued prior to, or accrue on, termination, and which by their nature are intended to survive termination.
17.1 Headings and italicised, highlighted or bold type do not affect the interpretation of these Terms.
17.2 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.
17.3 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.
17.4 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.
18 Payment Processing Services
18.1 The Approved Individual hereby authorises and instructs Medipass to act as its agent in connection with Transactions in accordance with this clause 18 (collectively, the “Payment Processing Services“).
18.2 When booking, arranging or paying for a Service Provider 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.
18.3 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.
18.4 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.
18.5 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.
(a) The Approved Individual authorises Medipass to initiate credit entries to its Account for payment of part or all of the purchase price of any purchases from a Service Provider 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.
(b) By booking a Service with a Service Provider, the Approved Individual authorises Medipass to debit the Approved Individual’s Payment Method for the Payment Price of the Services.
(c) The Approved Individual agrees that Medipass may debit the Approved Individual’s Payment Method for the Payment Price of a 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 Service provided to the Approved Individual.
(d) 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 Service which the Approved Individual has booked, arranged or payed for with a Service Provider. 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.
(e) 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 18.6.
18.7 Funds held for the benefit of the Approved Individual:
(a) 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 Consumer Accounts.
(b) The Approved Individual will not receive interest or any other earnings on funds in the Medipass Consumer 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 Consumer Account.
18.8 Medipass reserves the right, in its sole discretion, to refuse to complete any Transaction that Medipass has reason to believe is unauthorised or made by someone other than the Approved Individual, may violate any law, rule or regulation, or if Medipass has reasonable cause not to honour it.
18.9 Transaction Fund Reversals and Disputes
(a) 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 unauthorised, unlawful or a suspicious Transaction. Transaction Funds Reversals include claims that the Approved Individuals may file to dispute a payment or identify any unauthorised transactions.
(b) 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.
(c) 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 authorised, unlawful or suspicious, the Approved Individual is fully liable for the Transaction Funds Reversal amount, as is the Service Provider for a Platform Transaction.
(d) 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.
(e) Medipass assumes no liability for Transaction Funds Reversals or for any assistance Medipass provides to prevent or fight Transaction Funds Reversals.
(f) The Approved Individual acknowledges that Medipass makes no representations as to the quality of the Services offered by Service Providers through the Platform. The Approved Individual agrees that Medipass is not liable for any loss, harm or damage suffered as a result of a Service not being provided to the Approved Individual or not being provided with due care, skill and diligence by the Service Provider. The Approved Individual also agrees that Medipass is under no obligation to attempt to procure any refund for the Approved Individual from the Service Provider of the Services that were not provided as scheduled or provided without due care, skill and diligence.
18.10 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.
Where they are not otherwise defined, capitalised terms in these User Terms have the following meaning:
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 Consumer Account means a registered account through which an Individual may access the Service using secure login details.
Payment Method has the meaning in clause 18.2.
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.
Practitioner means a service provider of a valid health or medical service or other approved goods and services.
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).
User Terms means these terms which set out the basis by which Medipass permits you to access or use the Service.