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(Version 2.0 – 10 September 2020)
1.1 C2C is an online portal provided by Us that includes functionality that Medical Practitioners can use to help them manage their Medical Practices and communicate with Medical Patients. We do not provide medical advice, medical opinions or any other Medical Services. We also do not endorse or recommend any Medical Practitioners or Medical Practices.
1.2 These Terms of Use together with Our Privacy Policy at https://www.clinictocloud.com.au/promo/privacy and any other linked information referred to in these Terms of Use govern Our commercial relationship with You. Please see clause 24 for definitions which apply to these Terms of Use and an explanation of how to interpret these Terms of Use.
1.3 You may only access and use C2C if You accept these Terms of Use and all linked information. We strongly recommend that You read the whole of these Terms of Use and all linked information (including our Privacy Policy) before using C2C.
1.4 By accessing and/or using C2C, You confirm that You have read and understand and wholly and unconditionally agree to be legally bound by and accept these Terms of Use and all linked information (including Our Privacy Policy).
1.5 We may modify and/or replace these Terms of Use and any linked information from time to time without notifying You, unless You are a Member of C2C in which case We will notify You of any updates that We make via Your email address specified in Your Account on C2C. We will always upload the latest version of Our Terms of Use to https://www.clinictocloud.com.au/terms/. It is Your responsibility to regularly check that webpage to ensure that You have read and understand the latest version of these Terms of Use.
1.6 If You do not wish to accept these Terms of Use (including any linked information) or any variation that We make to these Terms of Use (or any linked information), You must not and cannot use C2C and must immediately cease all use of C2C.
2.1 Unregistered Users of C2C may not use the Member Services or Patient Services and may only access C2C for personal, non-commercial purposes.
2.2 You may only register an Account or a Patient Account on C2C if You are over the age of 18 and are able to enter into legally binding contracts.
2.3 Registration is subject to any eligibility criteria set out in Our Member Services Description and Patient Services Description. In addition, We reserve the right to accept or reject any person’s registration on C2C in Our absolute discretion.
2.4 If You submit an application to register an Account or Patient Account on C2C, You will be deemed to have:
2.5 If You register on behalf of an Organisation or any other person the word “You” and any variations of that word in these Terms of Use shall be deemed to be a reference to both You in Your individual personal capacity and the Organisation or person.
2.6 If You register for an Account or Patient Account:
2.7 If You become a Member or the holder of a Patient Account, subject to Your compliance with these Terms of Use, You will have a non-exclusive, non-assignable, non-sublicensable, revocable right to access the Member Services or Patient Services (as the case may be), for the purposes expressly described in the Member Services Description or the Patient Services Description. You must not access the Member Services or Patient Services for any other purpose.
2.8 If any of Your contact details or other information which You provide during the registration process change, You must promptly update Your Account or Patient Account with Your up-to-date details and information.
2.9 You must not provide Your Account or Patient Account username or password to any person. You agree and acknowledge that You shall be solely responsible for the confidentiality and security of Your username and password and any use of Your Account or Patient Account (including unauthorised use).
2.10 You take full responsibility for everything done through Your Account or Patient Account and in particular:
3.1 Member Services
Account registration provides Members with access to functionality on C2C that is not available to Unregistered Users. In these Terms of Use, we describe the functionality provided by C2C to Our Members as Our “Member Services”, which include:
The provisions of this clause 3.1 are a summary only. The Member Services are more comprehensively described in Our Member Services Description. Some of the functionality described in clause 3.1 is only available to certain categories of Members. Please see Our Member Services Description for further details.
3.2 Patient Services
Patient Account registration provides Medical Patients with access to functionality on C2C that is not available to Unregistered Users. In these Terms of Use, we describe the functionality provided by C2C to Medical Patients with a Patient Account as Our “Patient Services”, which may include:
4.1 We do not offer or provide any Medical Services, medical advice or medical opinions of any kind Ourselves and We do not refer any person to, or recommend, any Medical Practices.
4.2 When a Medical Patient obtains Medical Services from a Medical Practice, the Medical Services will be deemed to have been provided on the terms and conditions of an agreement between the Medical Practice and the Medical Patient. We are not a party to that agreement and We are not responsible for the performance or enforcement thereof.
5.1 C2C contains tools that allow Medical Practices to carry out research using medical databases supplied or published by MIMS and configure Prescription Alerts that are designed to interact with those medical databases. Only Medical Practices who have a valid license from MIMS may use those tools. If You elect to use those tools, You indemnify Us against any Losses that We may incur as a result of Your failure to obtain and maintain a license from MIMS that permits You to access MIMS via C2C.
5.2 If in the course of Your use of C2C You access medical databases licensed to You and/or Us from MIMS:
5.3 Without limiting clause 5.2, You agree and acknowledge that:
6.1 As noted above in clause 3.1(c), C2C includes functionality that allows Medical Practitioners to submit claims electronically to Medicare, the Department of Veterinary Affairs and private health insurers (Providers).
6.2 You agree and acknowledge that We are not responsible for any acts or omissions of any Providers, including whether or not a Provider pays any claim submitted to it via C2C or the amount paid for any such claim, or where a Provider fails to process a claim due to any interruption or unavailability of any Provider or other network, hardware, software or system.
6.3 You indemnify and release us from any Losses that You, Your Medical Practitioners, Your Medical Patients and any of Your Related Bodies Corporate and Associated Entities may suffer in connection with any of the matters referred to in clause 6.2.
7.1 Each Member must pay the fees and charges set out in the Member Services Description (or as otherwise agreed in writing by Us) in consideration for its subscription to the Member Services (“C2C Service Charge”) at the time and in the manner set out in the Member Services Description, plus any GST that is applicable in respect of the supply of the Member Services to the Member.
7.2 If the Member Services Description specifies a minimum term, then the subscription of a Member to the Member Services is for that minimum term (“Minimum Term”).
7.3 Upon expiry of the Minimum Term, a Member’s subscription to the Member Services shall automatically renew for subsequent successive terms equal to the Minimum Term (each, a “ Renewal Term”) on the same terms and conditions, unless either We or the Member provide at least 30 days written notice prior to the expiry of the Minimum Term or any renewal term, in which case the Member’s subscription to the Member Services shall terminate at the end of the Minimum Term or the then current renewal term.
7.4 If a Member terminates its subscription to the Member Services or closes its Account for any reason (other than where a Member does so as a result of Our material breach of Our obligations) before the end of the Minimum Term or any subsequent Renewal Term, the Member will pay (or We may retain) any outstanding amount (the "Outstanding Amount") that We calculate would have been payable by the Member for the remainder of the then current Minimum Term or Renewal Term (as applicable). If an Outstanding Amount remains to be paid, We will send the Member a tax invoice and it will pay this invoice within 30 days. You agree that payment under this clause is not intended to be, and will not be punitive and will compensate Us for Our reasonable losses resulting from early termination of a Member’s subscription to the Member Services.
8.1 If You wish to close Your Account, please contact Us in one of the ways described in clause 21 (Notices) or close Your Account using the Account closure tools provided in C2C.
8.2 For the avoidance of doubt, if You close Your Account You must pay any Outstanding Amount in accordance with the provisions of clause 7.4.
9.1 We utilise a third party payment gateway provided by Eway (“Payment Gateway”) to process payments of the C2C Service Charge from Members to Us.
9.2 If You are a Member:
9.3 Members may also use C2C to collect monies from Medical Patients in relation to health services provided to the Medical Patient by Medical Practitioners who are linked to their Account via a third party payment gateway provider, Stripe Inc (Stripe). When this feature is used, all parties agree;
10.1 If You are a Member or a Medical Patient, We agree that as between Us and You, You own all data that You transmit through or upload into the Member Services or Patient Services (“Member Data”) other than Improvement Suggestions.
10.2 Each time You access Your Account or use the Member Services or Patient Services You warrant, agree and represent to Us that:
10.3 Each Member and Medical Patient is solely responsible for the accuracy, legality and quality of all Member Data that it uploads, inputs and transfers to C2C and/or Us and for obtaining any permissions, licenses, rights, consents and authorisations necessary for the use, hosting, transmission, storage and disclosure of the Member Data in connection with the Member Services or Patient Services.
10.4 You indemnify Us in respect of any Losses that We incur in respect of any complaint or claim that the transmission, storage, disclosure of or access to any Member Data that You upload, input and transfer to C2C and/or Us infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.
11.1 You agree and acknowledge that the accessibility and use of C2C, the Member Services, Patient Services and the Member Data hosted by the Member Services and Patient Services is highly dependent on the proper function of the Internet and any other computer and telecommunications networks and infrastructure upon which C2C and/or the Member Services, Patient Services and/or the Member Data operate, interface with, are hosted on or connect to, including any Provider networks , hardware, software or systems.
11.2 Except in respect of any Non-Excludable Guarantee, We do not guarantee or represent that C2C, the Member Services, the Patient Services the Member Data or any Provider services or access thereto will be uninterrupted or error-free and You release and indemnify Us in respect of any Losses We may incur and/or claims and/or complaints You (and if You are a Medical Practitioner, You, Your Medical Practice, Your Medical Patients and any of Your Related Bodies Corporate and Associated Entities) may have against Us in respect of any interruption, error or unavailability of the Member Services, Patient Services, Member Data or any Provider services.
11.3 You acknowledge that C2C, the Patient Services and the Member Services are being improved on a consistent basis, and as such will not be uninterrupted or error-free.
12.1 You may not make any use of C2C except as expressly permitted by these Terms of Use and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with Our Intellectual Property Rights. Without limiting the foregoing provisions of this clause, other than with respect to Your Member Data, You must not, under any circumstances, sell or resell access to C2C or scrape, republish, mirror or otherwise rent, lend, lease, sell, redistribute, sublicense, copy or duplicate any content on C2C. In addition, unless and to the extent that We have entered into an API Access Agreement with You that allows You to do so, You must not, nor may You permit any person to:
12.2 You must not use C2C or any part of C2C in any way which is in breach of any statute, regulation, law or legal right of any person. Without limiting the foregoing provisions, Members and Medical Patients must ensure that any information they communicate through C2C, including Member Data, and any communications they may have with any other users (including Medical Practitioners) through C2C, fully complies with all applicable laws and rules of professional conduct and practice.
13.1 You agree that:
14.1 You agree and acknowledge that these Terms of Use do not transfer or assign any Intellectual Property Rights to You.
14.2 As between You and Us, except in respect of Your Member Data (if You are a Member of C2C), We own all Intellectual Property Rights in C2C.
14.3 You have no rights in C2C or in any part of it or in any modification or enhancement thereof, other than the rights temporarily granted to You pursuant to these Terms of Use.
14.4 Other than in respect of Your Member Data, You agree that any Intellectual Property Rights in any content that You upload or post to C2C or otherwise provide to Us (such as comments that You may provide to Us in connection with C2C or requests for new C2C features ("Improvement Suggestion") becomes Our sole and exclusive property immediately upon You uploading or posting that Improvement Suggestion to C2C or otherwise providing the Improvement Suggestion to Us, and You hereby assign all Intellectual Property Rights in all and any such Improvement Suggestions to Us effective as soon as You provide each Improvement Suggestion to Us or upload or post an Improvement Suggestion to C2C, pursuant to section 197 of the Copyright Act 1968 (Cth) and in equity. You consent to the infringement by Us and any third party We authorise, of all Moral Rights that You may have in any Improvement Suggestions.
14.5 You must not take any step to invalidate or prejudice Our (or Our licensors') Intellectual Property Rights in C2C or otherwise take any action that would prevent Us operating C2C in the usual course. Without limiting the foregoing provisions, You must not register any security interest or purchase money security interest on the Personal Property Securities Register with respect to, or otherwise encumber or charge Your rights under, these Terms of Use.
15.1 We do not accept responsibility for the conduct of any Member, Medical Patient or Unregistered User of C2C. You are solely responsible for Your conduct, interactions and communications with other users of C2C. If You are a Medical Practice:
15.2 If You are a Medical Practice You indemnify Us for all Losses we incur flowing from any breach of these Terms of Use by Your Medical Practitioners and Medical Practitioner Assistants.
15.3 If You believe that any user of C2C has breached these Terms of Use please contact Us.
15.4 We are not a party to any transaction for the supply of goods or services, including Medical Services, advertised or provided by any Member of C2C.
15.5 Any dispute You have with any other user of C2C is between You and the other user. You:
16.1 Clinic to Cloud’s website and the content on it are not a substitute for tax, legal or accounting advice. This information has been produced as a guide only and we accept no responsibility for its accuracy, completeness or adequacy. Our website and the content on it are subject to change without notice.
16.2 Clinic to Cloud and any associated parties involved in the creation and provision of the material on our website disclaim all liability in relation to any action(s) taken, any loss or damage suffered based on any of the information or content contained on this site.
16.3 You should seek advice to determine if the information provided on our site and in our content is applicable to your own circumstances. Before entering into any transactions based of this information or content you should seek advice from an independent tax, legal or accounting professional.
16.4 Clinic to Cloud’s site and the content on it contains links to external third party websites. We do not control, approve or endorse these sites or the information contained on these. You should vet the information and make your own decisions about its accuracy, currency, reliability, and correctness. The views and recommendations provided on these sites should not be considered the views or recommendations of Clinic to Cloud.
17.1 Except in respect of any Non-Excludable Guarantees, We do not represent that the information on C2C is accurate, correct, up-to-date or error free.
17.2 Any advice, opinions and Medical Services that is provided to You by a Medical Practice is provided by the Medical Practice and not by C2C. All information that You obtain in the course of using C2C (including information that is obtained from MIMS) is not medical or other professional advice provided by C2C or Us and You must not rely on it in that respect. We do not accept any liability for any incorrect, inaccurate or other facet of any information provided by MIMS or any other person that You obtain in the course of using C2C.
17.3 Except in respect of any Non-Excludable Guarantees, neither party to these Terms of Use is liable to the other party for any indirect, special or consequential Losses incurred by the other party, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data and We are not liable for any matter beyond Our reasonable control.
17.4 Except in respect of any Non-Excludable Guarantees, to the maximum extent permitted by law (and if permitted by law), We will not have any liability to You for any Losses howsoever incurred in relation to Your use of or inability to use C2C or the performance or non-performance of C2C.
17.5 Our liability to You is limited to the maximum extent permissible by law. To the extent that Our liability is not otherwise excluded, subject to any Non-Excludable Guarantees, Our liability to You is limited to the aggregate sum of $100.
17.6 Any goods and services supplied by Us through C2C may come with implied non-excludable guarantees regulated by the Australian Consumer Law. The extent of the implied guarantees depends on whether You are a "consumer" of goods or services within the meaning of that term pursuant to the Australian Consumer Law as amended. Where You are a consumer for the purposes of the Australian Consumer Law, We are required to and shall be deemed to have provided the following mandatory statement to You: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
17.7 If the goods or services supplied by Us to You are supplied to You in Your capacity as a 'consumer' of goods or services within the meaning of that term in the Australian Consumer Law, as amended, You will have the benefit of certain non-excludable guarantees in respect of the goods or services and nothing in these terms and conditions excludes or restricts or modifies any guarantee which pursuant to the Competition and Consumer Act 2010 (Cth) is so conferred. However, if the goods or services are subject to a Non-Excludable Guarantee and the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, then pursuant to section 64A of the Australian Consumer Law, We limit Our liability for breach of any such Non-Excludable Guarantee (other than a guarantee implied by sections 51, 52 or 53 of the Australian Consumer Law) or expressly given by Us to You, in respect of each of the goods and services, where it is fair and reasonable to do so, at Our option, to one or more of the following:
17.8 In order for You to claim against Us for breach of a Non-Excludable Guarantee, or under an express warranty given in respect of the goods or services provided by Us, You must provide written notice to Us with documentary evidence substantiating the claim, for Our review, and, in respect of C2C, must continue to use it only in accordance with the provisions of these Terms of Use.
17.9 Upon receipt of a valid claim from You under any Non-Excludable Guarantee, We will contact You to arrange a suitable remedy.
17.10 Any warranty against defects provided by Us to You in Your capacity as a "consumer" under the Australian Consumer Law is in addition to Your other rights and remedies under a law in relation to the goods or services to which the warranty relates.
17.11 Other than in respect of any Non-Excludable Guarantees, all conditions, warranties and guarantees implied in these Terms of Use are excluded, to the maximum extent possible by law.
18.1 You indemnify Us in respect of all Losses that We incur as a result of Your breach of these Terms of Use.
19.1 If You are not a Member, We may terminate these Terms of Use and Your access to C2C or any part of it at any time without notice.
19.2 If You are a Member, either party may terminate these Terms of Use if:
19.3 If these Terms of Use, Your Account or Your access to C2C is terminated, You must not access, browse or visit C2C.
19.4 Termination of these Terms of Use and/or termination of Your Account and/or access to C2C does not affect any accrued rights of either party.
20.1 If You have a dispute or complaint against Us, You must notify Us in one of the ways described in clause 21 (Notices). You must ensure that the notice contains specific detail identifying the nature of the dispute or complaint.
20.2 Within 7 days of the delivery of a dispute notice You and Us will discuss or communicate with respect to the dispute or complaint.
20.3 If You and Us are not able to reach a resolution of the dispute or complaint within 21 days from Our receipt of the notice of the dispute or complaint, either You or We may commence proceedings in relation to the dispute.
20.4 Nothing in this clause 20 prevents:
either party from seeking urgent interlocutory relief; or
either party from seeking recovery for any claim that the seeking party reasonably considers to be a monetary claim, from a Court of competent jurisdiction at any time.
21.1 A notice under this Agreement shall be in writing sent by Us to You by hand delivery, post or email, using Your details that You provided to Us during Account registration.
21.2 You may send a notice to Us using Our contact details that are specified on Our website at https://www.clinictocloud.com.au/contact-us.
21.3 Any notice issued by hand shall be deemed delivered upon delivery.
21.4 Any notice issued by post shall be deemed delivered 3 Business Days after posting if posted domestically, or 10 Business Days after posting if posted internationally.
21.5 Any notice issued via email shall be deemed to be delivered upon receipt by the sender of a read receipt or delivery receipt
21.6 We may send You email or other electronic messages concerning Your Account and C2C from time to time.
22.1 The provisions of this clause 22 apply only to Your use of any C2C smartphone application that You download from the Apple App Store or Google Play (each, an app).
22.2 You agree that this Terms of Use is an agreement between You and Us and not between You and Apple, or You and Google. As between Us and Apple Inc., and as between Us and Google Inc., We are solely responsible for any product warranties pertaining to the app, whether express or implied by law, to the extent not otherwise effectively disclaimed hereunder.
22.3 In the event of any failure of the app to conform to any applicable warranty and where the warranty relates to Your use of a version of the app downloaded through the Apple App Store You may notify Apple, and Apple will refund the purchase price for the app to You (if any); and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the app, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the app to conform to any warranty will be Our sole responsibility.
22.4 You and We each acknowledge that, subject to clause 22.5, as between You and Us, We, and not Apple or Google, are responsible for addressing any of Your claims relating to the app or Your possession and/or operation of the app, including, but not limited to:
22.5 Notwithstanding the provisions of clause 22.2, 22.3 and 22.4, and for the avoidance of doubt, You agree:
22.6 We and You each acknowledge that neither Apple nor Google have any obligation whatsoever to furnish any maintenance or support services with respect to the app.
22.7 You represent and warrant that
22.8 We and You each acknowledge and agree that Apple and Google, and Apple and Google respective subsidiaries, are third party beneficiaries of these Terms of Use, and that Apple and Google will each have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against You as a third party beneficiary of these Terms of Use. Apple and App Store are trademarks of Apple Inc., registered in the U.S. and other countries. Google is a trademark of Google Inc.
23.1 Amendment: These Terms of Use may be amended by Us at any time
23.2 Assignment: You may not assign, transfer or license Your rights under these Terms of Use without Our prior written consent. We may assign, transfer or license Our rights under these Terms of Use at any time.
23.3 Severability: If any part of these Terms of Use is deemed invalid by a court of competent jurisdiction, the remainder of these Terms of Use shall remain enforceable.
23.4 Survivability: Any clause of these Terms of Use which by its nature is intended to survive termination shall survive termination of these Terms of Use.
23.5 Relationship: You and Us are independent contractors and these Terms of Use do not create any relationship of partnership, joint venture, or employer and employee or otherwise.
23.6 Australian Consumer Law: The exclusions and limitations of liability set out in these Terms of Use shall apply to the fullest extent permissible at law, but We do not exclude or limit liability which may not be excluded or limited by law. Without limiting the foregoing provisions, We do not exclude liability under the Australian Consumer Law which is prohibited from being excluded.
23.7 Entire Agreement: These Terms of Use constitute the entire agreement between You and Us and to the extent possible by law, supersede all prior understandings, representations, arrangements and agreements between You and Us regarding its subject matter.
23.8 Jurisdiction: These Terms of Use will be interpreted in accordance with the laws in force in New South Wales. You and Us irrevocably submit to the exclusive jurisdiction of the courts of New South Wales.
24.1 Definitions
In these Terms of Use:
In these Terms of Use:
25.1 Headings and underlinings are for convenience only and do not affect the construction of these Terms of Use.
25.2 A provision of these Terms of Use will not be interpreted against a party because the party prepared or was responsible for the preparation of the provision, or because the party’s legal representative prepared the provision.
25.3 Currency refers to Australian Dollars.
25.4 A reference to a statute or regulation includes amendments thereto.
25.5 A reference to a clause, subclause or paragraph is a reference to a clause, subclause or paragraph of these Terms of Use.
25.6 A reference to singular includes the plural and vice versa.
25.7 A reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity.
25.8 The words “includes”, “including” and similar expressions are not words of limitation.