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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.
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:
2.6 If You register for an Account or Patient Account:
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
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
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.
12.2 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:
14.2 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.
14.4 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.
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:
15.4 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.
17.4 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:
17.9 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.
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).
22.3 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
25.3 Currency refers to Australian Dollars.
25.4 A reference to a statute or regulation includes amendments thereto.
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.