Clinic to Cloud Terms & Conditions

Clinic to Cloud Terms of Use

• Introduction

  • C2C is an online portal provided by Us that includes functionality that Medical Practitioners can use to help them manage their Medical Practices. 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.
  • 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.
  • 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.
  • 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).
  • 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.
  • 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.

• Account Registration

  • Unregistered Users of C2C may not use the Member Services and may only access C2C for personal, non-commercial purposes.
  • You may only register an Account on C2C if You are over the age of 18 and are able to enter into legally binding contracts.
  • Registration is subject to any eligibility criteria set out in Our Member Services Description. In addition, We reserve the right to accept or reject any person’s registration on C2C in Our absolute discretion.
  • If You submit an application to register an Account on C2C, You will be deemed to have:
    • warranted that during Your Account registration You provided truthful and accurate information only;
    • warranted that if You registered on behalf of an Organisation or any other person, that You registered on C2C on behalf of and with the authority and consent of that Organisation or person to bind it or them to these Terms of Use, and You will be deemed to have agreed to be jointly and severally liable for any breach of these Terms of Use by that Organisation or person.
  • 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.
  • If You register for an Account:
    • You must ensure that You provide a valid email address at the time of registration;
    • We reserve the right to send an email with a hyperlink that requires You to verify that You are the owner or operator of the email address entered by You during registration and to cancel/reject Your registration on C2C if Your rights to the email address are not so verified.
  • If You become a Member, 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, for the purposes expressly described in the Member Services Description. You must not access the Member Services for any other purpose.
  • If any of Your contact details or other information which You provide during the registration process change, You must promptly update Your Account with Your up-to-date details and information.
  • You must not provide Your 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 (including unauthorised use).
  • You take full responsibility for everything done through Your Account and in particular:
    • You agree not to share the login credentials for Your Account with any other person;
    • You agree to use a password for Your Account that is not easily guessable and that is likely to remain secure (incorporating upper and lower case letters, numbers and symbols);
    • You agree to notify Us straight away if You suspect that another party has access to Your login credentials or if You suspect that another party is conducting activity on or using Your Account.

• C2C 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:
    • Clinical Tools: Tools that facilitate the scheduling of Medical Practitioners’ consultations with Medical Patients; tools that facilitate the management of Medical Practitioners’ Medical Patients and general contacts databases; tools that allow Medical Practitioners to issue quotes; task list tools; tools that allow Medical Practitioners to record the details of Medical Patient consultations (including tools that allow Medical Practitioners to enter content regarding a Medical Patient’s consultation into C2C and by using voice dictation services made available to Medical Practitioners on C2C); tools that assist Medical Practitioners prepare letters to Medical Patients and third parties such as medical specialists; and tools that allow Medical Practitioners to record and view test results in C2C.
    • MIMS Integration: Tools that allow Medical Practitioners 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;
    • Claims Lodgment: Functionality that allows Medical Practitioners to submit claims electronically to Medicare, the Department of Veterinary Affairs and private health insurers for Medical Services provided to Medical Patients;
    • Fees Management:Tools that allow Medical Practices to specify different charge out rates for their Medical Practitioners and to issue invoices to Medical Patients and record receipt of payment from Medical Patients;
    • Xero Integration:Integration with Xero for Medical Practices who use Xero’s online accounting software;
    • Training Videos: C2C includes a range of online videos for Medical Practitioners who wish to become more familiar with C2C;
    • Patient Portal: A module of C2C which allows a Medical Practice’s Medical Patients to complete online forms that are more traditionally completed in Medical Practice waiting rooms;
    • Medical Practitioner Assistant Tools: Tools that allow Medical Practitioner Assistants to communicate with their Medical Practitioners;
    • Mobile Apps: Functionality that allows Medical Practitioners to access their Account via C2C mobile websites and smartphone applications;
    • Printer and Scanner Software: Software that Members can download onto their computers for the purposes of connecting the Member’s printer and/or scanner to C2C, as further described in Our Member Services Description.
  • The provisions of 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.

• We do not provide Medical Services

  • 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.
  • 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.

• Use of MIMS is at the Medical Practice’s Sole Risk

  • 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 licence 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 licence from MIMS that permits You to access MIMS via C2C.
  • If in the course of Your use of C2C You access medical databases licensed to You and/or Us from MIMS:
    • You agree and acknowledge that MIMS, and not Us, are the suppliers and publishers of those databases, and that We are not responsible for the accuracy, quality or correctness of those databases;
    • You indemnify and release Us from any claims that You, Your Medical Practice, Your Medical Patients and any of Your Related Bodies Corporate and Associated Entities may have with respect to any of those databases or the performance of C2C when interfacing with those databases.
  • Without limiting clause 5.2, You agree and acknowledge that:
    • Prescription Alerts that are provided through C2C should not be relied on as the sole source of information in deciding whether or not to prescribe medication to Medical Patients;
    • Prescription Alerts may not be provided on an uninterrupted or error-free basis, and You indemnify and release Us from any claims that You, Your Medical Practice, Your Medical Patients and any of Your Related Bodies Corporate and Associated Entities may have in connection with the performance, delivery, non-delivery, accuracy, quality or correctness of any Prescription Alerts.

• We are not responsible for any acts or omissions of Medicare, the Department of Veterinary Affairs or any private health insurers

  • 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).
  • 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.
  • 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.

• Fees payable by Members for use of Member Services

  • 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.
  • 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”).
  • 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.
  • 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.

• Closing Accounts

  • 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.
  • 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.

• Payment Gateway

  • We utilise a third party payment gateway provided by Eway (“Payment Gateway”) to process payments of the C2C Service Charge from Members to Us.
  • If You are a Member:
    • You acknowledge and understand that the Payment Gateway may be affected by delays, defects, faults and/or other matters which render the Payment Gateway unusable. These matters may be caused by factors including technical difficulties with the performance or operation of Our or the Payment Gateway’s software or hardware or due to problems or malfunctions with the Internet or other telecommunications networks;
    • You acknowledge and understand that except in respect of any Non-Excludable Guarantees, We do not warrant, guarantee or represent that unauthorised access to information and data cannot occur;
    • You acknowledge and understand that You have relied on Your own independent assessment and judgment in determining whether the Payment Gateway meets Your requirements;
    • You acknowledge that You have read, understand and agree to comply with the applicable terms and conditions of, and have read, understood and agree with the privacy policy of, the Payment Gateway (collectively, the “Payment Gateway Agreement”), copies of which are available on the Payment Gateway provider website at http://www.eway.com.au;
    • You indemnify Us in respect of all and any Losses We incur as a result of any breach by You of the Payment Gateway Agreement.

• Responsibility for and ownership of Member Data

  • If You are a Member, We agree that as between Us and You, You own all data that You transmit through or upload into the Member Services (“Member Data”) other than Improvement Suggestions.
  • Each time You access Your Account or use the Member Services You warrant, agree and represent to Us that:
    • You will only upload, input and transfer Member Data into and/or via the Member Services or disclose Member Data to Us, which You are fully entitled and authorised to upload, input, transfer and disclose;
    • the Member Data that You upload, input and transfer to C2C and the processing of the Member Data by Us or C2C, will not breach any applicable law or right of any person;
    • without limiting the foregoing provisions, if Your Member Data consists of Personal Information (including Health Information) You have obtained the consent of the relevant person to You recording his or her Personal Information in C2C and to the provisions of Our Privacy Policy.
  • Each Member 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, licences, rights, consents and authorisations necessary for the use, hosting, transmission, storage and disclosure of the Member Data in connection with the Member Services.
  • 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.

• Availability of Member Services

  • You agree and acknowledge that the accessibility and use of C2C, the Member Services and the Member Data hosted by the Member 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 and/or the Member Data operate, interface with, are hosted on or connect to, including any Provider networks , hardware, software or systems.
  • Except in respect of any Non-Excludable Guarantee, We do not guarantee or represent that C2C, the Member 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, Member Data or any Provider services.
  • You acknowledge that C2C and the Member Services are being improved on a consistent basis, and as such will not be uninterrupted or error-free.

• Usage Restrictions

  • 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:
    • copy, alter, modify, adapt, reproduce, republish, frame, translate, reverse assemble, reverse engineer, reverse compile, transfer, sell, license, create derivative works from or enhance C2C and/or any content (other than Your Member Data) in C2C (except as expressly permitted by the Copyright Act 1968 (Cth));
    • do any act that would or might invalidate or be inconsistent with Our Intellectual Property Rights or those of Our licensors;
    • use C2C in any way that infringes Our rights or the rights of any other person; or
    • take any steps to circumvent any technological protection measure or security measures in C2C.
  • 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 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.

• Acceptable Use Policy

  • You agree that:
    • using C2C to violate all or any legal rights of any person or company or other entity in any jurisdiction is strictly prohibited;
    • using C2C in relation to crimes such as theft and fraud is strictly prohibited;
    • using C2C in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy and whether such violation is by way of the installation or distribution of pirated software or otherwise, is strictly prohibited;
    • introduction of malicious programs into Our network or servers (e.g., viruses, worms, Trojan horses, e-mail bombs) is strictly prohibited;
    • revealing Your Account password to others or allowing use of Your Account on C2C by others is strictly prohibited;
    • using another person's name, username or password or otherwise attempting to gain access to the Account of any other person is strictly prohibited;
    • using C2C to make fraudulent offers of goods or services is strictly prohibited;
    • using C2C to carry out security breaches or disruptions of network communication is strictly prohibited. Security breaches include, but are not limited to, accessing data of which You are not an intended recipient, logging into a server or Account that You are not expressly authorised to access, corrupting any data, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
    • using C2C to execute any form of network monitoring which will intercept data not intended for You is strictly prohibited;
    • using C2C to circumvent user authentication or security of any of Our hosts, networks or accounts or those of Our customers or suppliers is strictly prohibited;
    • using C2C to interfere with or deny service to anyone is strictly prohibited;
    • using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any person's use of C2C is strictly prohibited;
    • sending unsolicited email messages through or to users of C2C in breach of the Spam Act 2003 is strictly prohibited;
    • using C2C to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages is strictly prohibited;
    • use of C2C in breach of any person's privacy (such as by way of identity theft or "phishing") is strictly prohibited.

• Intellectual Property Rights

  • You agree and acknowledge that these Terms of Use do not transfer or assign any Intellectual Property Rights to You.
  • 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.
  • 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.
  • 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.
  • 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.

• Responsibility for other users

  • We do not accept responsibility for the conduct of any Member 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:
    • You are also responsible for the conduct of Your Medical Practitioners and Medical Practitioner Assistants;
    • You must ensure that Your Medical Practitioners and Medical Practitioner Assistants comply with Our Terms of Use;
    • any breach of these Terms of Use by Your Medical Practitioners or Medical Practitioner Assistants will be deemed to constitute a breach by You of Your obligations under this Agreement.
  • 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.
  • If You believe that any user of C2C has breached these Terms of Use please contact Us.
  • 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.
  • Any dispute You have with any other user of C2C is between You and the other user. You:
    • release Us from any claims that You may otherwise have against Us in relation to any conduct of any user of C2C and in respect of any Medical Services advertised or provided by any user of C2C;
    • indemnify Us in respect of any Losses We incur in connection with any claims and/or complaints made by any person where the claim or complaint is caused directly or indirectly by (i) Your misuse of C2C; and/or (ii) Your provision of Medical Services.

• Third party information and hyperlinks

  • We do not recommend or endorse any third party information available through C2C, including any websites to which We or any other user of C2C has hyperlinked, or any sponsored advertisements or promotions of any kind that are published on C2C.
  • You agree that We are not responsible for any such third party websites, information, advertisements or promotions.

• Our Liability

  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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:
    • if the breach relates to goods:
      • the replacement of the goods or the supply of equivalent goods;
      • the repair of such goods;
      • the payment of the cost of replacing the goods or of acquiring equivalent goods; or
      • the payment of the cost of having the goods repaired; and
    • if the breach relates to services:
      • the supplying of the services again; or
      • the payment of the cost of having the services supplied again.
  • 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.
  • Upon receipt of a valid claim from You under any Non-Excludable Guarantee, We will contact You to arrange a suitable remedy.
  • 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.
  • 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.

• General Indemnity

  • You indemnify Us in respect of all Losses that We incur as a result of Your breach of these Terms of Use.

• Termination

  • 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.
  • If You are a Member, either party may terminate these Terms of Use if:
    • the other party breaches any provision of these Terms of Use that is incapable of remedy; and/or
    • the other party breaches any provision of these Terms of Use that is capable of remedy but fails to remedy the breach within 14 days of notice requiring it to do so.
  • If these Terms of Use, Your Account or Your access to C2C is terminated, You must not access, browse or visit C2C.
  • 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.

• Disputes

  • 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.
  • Within 7 days of the delivery of a dispute notice You and Us will discuss or communicate with respect to the dispute or complaint.
  • 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.
  • 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.

• Notices

  • 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.
  • 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.
  • Any notice issued by hand shall be deemed delivered upon delivery.
  • 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.
  • Any notice issued via email shall be deemed to be delivered upon receipt by the sender of a read receipt or delivery receipt.
  • We may send You email or other electronic messages concerning Your Account and C2C from time to time.

• App-Specific Provisions

  • 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).
  • 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.
  • 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.
  • 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:
    • product liability claims made in respect of the app;
    • any claim that the app fails to conform to any applicable legal or regulatory requirement; and
    • claims arising under consumer protection or similar legislation in respect of the App.
  • Notwithstanding the provisions of clause 22.2, 22.3 and 22.4, and for the avoidance of doubt, You agree:
    • to release and indemnify Us from any claims that You or any other person might otherwise have (including any claims arising under consumer protection or similar legislation in respect of the app and any other claims, losses, liabilities, damages or expenses) which relate to Your provision of Medical Services or any of Your other acts or omissions;
    • the relevant Medical Practice, and not Us, will be solely responsible for any of the matters referred to in clauses 22.2, 22.3 or 22.4 to the extent they are caused or contributed to by the Medical Practice.
  • 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.
  • You represent and warrant that
    • You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country; and
    • You are not listed on any U.S. Government list of prohibited or restricted parties.
  • 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.

• General

  • Amendment: These Terms of Use may be amended by Us at any time
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.

• Definitions and Interpretation

  • Definitions

    In these Terms of Use:

    Account

    means a Medical Practice, Medical Practitioner or Medical Practitioner Assistant account opened on C2C.

    API Access Agreement

    means a written agreement between You and Us entitled “API Access Agreement”.

    Apple

    means Apple Inc. and its Related Bodies Corporate and Associated Entities.

    Associated Entity

    means as defined in the Corporations Act 2001 (Cth).

    Australian Consumer Law

    means schedule 2 to the Competition and Consumer Act 2010 (Cth).

    Business Day

    means Monday – Friday excluding public holidays in New South Wales.

    Business Hours

    means 9:00am – 5:00pm on Business Days.

    C2C

    means the Clinic to Cloud platform, the homepage URL of which is www.clinictocloud.com.au and also includes the Member Services and any content, images, text and other information appearing on any page or screen of the platform and any source code and object code in the platform, including any associated desktop, mobile versions and smartphone applications and any other computer software provided by Us.

    C2C Service Charge

    means as set out in clause 7.1.

    Google

    means Google Inc. and its Related Bodies Corporate and Associated Entities.

    Health Information

    has the meaning given in the Privacy Act 1988 (Cth).

    Improvement Suggestion

    means as set out in clause 14.4

    Intellectual Property Rights

    means all copyright, trademark rights, patent rights, and design rights, whether registered or unregistered, and all other rights to intellectual property as defined under article 2 of the convention establishing the World Intellectual Property Organization, and all rights to enforce any of the foregoing rights.

    Losses

    means all losses, costs, damages, expenses, penalties, third party claims and other liabilities and including all legal and other professional expenses on a solicitor client basis incurred in connection with investigating, disputing, defending or settling any claim, action, demand or proceeding and also includes all foreseeable and consequential loss.

    Medical Issue

    means a medical problem or other medical issue in respect of which a Medical Practitioner provides Medical Services to a Medical Patient.

    Medical Patient

    means a medical patient of a Medical Practice whose Personal Details are entered into C2C by the medical patient or by or on behalf of the medical patient or the medical patient’s Medical Practice.

    Medical Practice

    means one or more Medical Practitioners and/or Medical Practitioner Assistants who work together in a medical practice, whether at one location or across multiple locations, and also refers to any other person or entity which has a “Medical Practice” Account.

    Medical Practitioner

    means a person who is a general practitioner (GP), medical specialist, allied health professional or other person who has a “Medical Practitioner” Account.

    Medical Practitioner Assistant

    means a receptionist, nurse, practice manager or assistant who provides receptionist, administrative, practice management, nursing or similar services to a Medical Practitioner, and also refers to any person or entity which has a “Medical Practitioner Assistant” Account.

    Medical Services

    means medical and/or health services.

    Member

    means an Account holder.

    Member Data

    means as set out in clause 10.1.

    Member Services

    means as set out in the Member Services Description.

    Member Services Description

    means the contents of the webpage set out at https://www.clinictocloud.com.au/features and the information linked from “The Possibilities” section of that webpage, as amended from time to time.

    MIMS

    means MIMS Australia Pty Ltd ACN 050 695 157 and its Related Bodies corporate and Associated Entities.

    Moral Rights

    has the meaning given in the Copyright Act 1968 (Cth).

    Non-Excludable Guarantee

    means a non-excludable guarantee implied by the Australian Consumer Law.

    Organisation

    means an organisation that You register on C2C on behalf of.

    Payment Gateway

    means as set out in clause 9.1.

    Payment Gateway Agreement

    means as set out in clause 9.2(d).

    Personal Information

    has the meaning given in the Privacy Act 1988 (Cth).

    Personal Property Securities Register

    means the Personal Property Securities Register established under the Personal Property Securities Act 2009 (Cth).

    Privacy Policy

    means Our Privacy Policy located at https://www.clinictocloud.com.au/privacy

    Prescription Alert

    means an alert configured by a Medical Practitioner as described in the Member Services Description.

    Providers

    has the meaning given in clause 6.1.

    Related Body Corporate

    means as defined in the Corporations Act 2001 (Cth).

    Terms of Use

    means the terms and conditions set out at https://www.clinictocloud.com.au/terms/ as amended by Us from time to time.

    Unregistered User

    means a person who accesses or uses C2C who does not have an Account.

    “We”, “Our” and “Us”

    means Clinic to Cloud Pty Limited ABN 60 601 566 849 of Suite 1.05, 77 Dunning Ave, Rosebery NSW 2018.

    “You” and “Your”

    means You, the person who accesses or uses C2C for any reason, whether or not You are a Member of C2C.

• Interpretation

  In these Terms of Use:

  • Headings and underlinings are for convenience only and do not affect the construction of these Terms of Use.
  • 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.
  • Currency refers to Australian Dollars.
  • A reference to a statute or regulation includes amendments thereto.
  • A reference to a clause, subclause or paragraph is a reference to a clause, subclause or paragraph of these Terms of Use.
  • A reference to singular includes the plural and vice versa.
  • 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.
  • The words “includes”, “including” and similar expressions are not words of limitation.