1. Clinic to Cloud Pty Ltd (ABN 60 601 566 849) (C2C, we, us or our) is the owner and operator of the ‘Clinic to Cloud’ system (System).

 

2. These terms and conditions (Terms) apply to patients that use the System.

 

3. Please read through the following Terms. These Terms will form an agreement between you and C2C which will govern your use of the System.

 

4. The System is a practice management system, to be used to help manage all administrative aspects of the clinical interaction, including patient booking, payment and claims management, patient consultation record keeping, and other practice management functions.

 

5. We provide a software-as-a-service system through which we host applications, websites and software and make these available for health practitioner, health service provider organisation, health practitioner assistant, and patient use via the cloud.

 

6. We do not provide health services or health advice through the System or otherwise.

 

7. Our Privacy Policy forms part of these Terms. Our Privacy Policy is available at clinictocloud.com.

 

8. These Terms, including any other documents or information incorporated into these Terms, govern our commercial relationship with you.

 

9. By accessing and using the System, you acknowledge and confirm that you have read and understood these Terms, and you agree to comply with these Terms.

 

10. If you disagree with any of these Terms, please do not use the System.

 

Account

11. Patients may open a System account (Account).

 

12. You acknowledge that registering an Account is subject to any eligibility criteria published on our website accessible at clinictocloud.com (Site) and/or within the System from time to time. We otherwise reserve the right to accept or reject any person’s Account registration in our absolute discretion.

 

13. If you submit an application to register an Account, you warrant that:
    • you have provided truthful and accurate information; and
    • if you have submitted an application on behalf of another person, that you have the authority and consent of that other person to bind them to these Terms.

 

14. If you are a patient registered with an Account (Patient Member) you agree to the following terms:
    • you must provide a valid email address and/or mobile phone number at the time of your application for an Account;
    • we reserve the right to send you an email or text message (standard rates will apply) requiring you to verify that you own/operate the email address or mobile phone number provided;
    • when you attempt to access your Account, we reserve the right to send an email or text message (standard rates will apply) to verify that it is you who is attempting to access the Account. We reserve the right to temporarily block access to your Account until this had been verified;
    • if any of the details you provided when you registered your Account change, you must promptly update your Account details using the Account settings in the System, or otherwise by contacting us using our contact details or contact form provided at the Site;
    • you will not provide your Account username or password to any person and you shall be solely responsible for the confidentiality and security of your username and password and any use of your Account, including unauthorised use; and
    • you agree to notify us immediately upon becoming aware or suspecting that another party has accessed your Account or is aware of your username or password.

 

Use of the System

15. Patients with an Account registration will have access to functionalities on the System (Patient Services) that are not available to patients who do not hold an Account. Patient Services may include:
    • Registration and profile viewing: allows patient to register their details before attending an appointment with a health service provider organisation that holds an account with C2C (Participating Providers) and checking that their details are up to date;
    • Communicate with Participating Providers: allows patients to communicate with Participating Providers including by allowing the patient to provide information before attending health service appointments and allowing Participating Providers to provide patients with information regarding prescriptions and test results;
    • View upcoming appointments and confirm attendance;
    • Book appointments: allows patients to book appointments and be reminded when follow up appointments are required;
    • View your invoices and quotes;
    • Pay unpaid invoices through Stripe (if used by the Participating Provider): Stripe is a payment gateway which allows patients to pay unpaid invoices without direct contact with the Participating Provider.
16. We will provide access to the System to the best of our abilities, however:
    • access to the System may be prevented by issues outside of our reasonable control; and
    • we accept no responsibility for ongoing access to the System where this is impacted by matters outside of our reasonable control.
17. Accessibility and use of the System depends upon third parties, including but not limited to, internet providers and hosting services. You acknowledge and agree that we have no control over any such third-parties and we will not be liable for their acts or omissions which may cause interruptions to your use of the System.

 

18. You must not use any device, application, software, item or equipment, or take any action, which does or may affect the operation of the System.

 

Third-party software and systems

19. You acknowledge that the System has integrations with third-party software and systems (third-party vendors) to enable functionality such as:
    • dictation by health practitioners;
    • payments for services and claiming of benefits from Medicare, private health funds and other benefit providers;
    • secure encrypted messaging services, for example, to message patients, and to transfer pathology and other test results to health practitioners;
    • secure cloud storage of information (in Australia); and
    • other practice management functions.

 

20. When you access software or services provided by a third-party vendor through the System, you agree that:
    • your use of software or services provided by a third-party vendor is at your sole risk;
    • your personal information may be provided to these third-party vendors to the limited extent necessary for these vendors to provide services to you;
    • you should familiarise yourself with the terms and conditions of use and privacy policies of these third-party vendors; and
    • we are not responsible for the privacy policies and/or privacy practices of third-party vendors.

 

Acceptable use policy

21. You agree that:
    • using the System to violate all or any legal rights of any person or company or other entity in any jurisdiction is strictly prohibited;
    • using the System to commit crimes, including but not limited to, theft and fraud, is strictly prohibited;
    • using the System 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 (for example, viruses, worms, Trojan horses, e-mail bombs) is strictly prohibited;
    • revealing your Account password to others or allowing use of your Account by others is strictly prohibited;
    • use of another person's name, username or password or otherwise attempting to gain access to the Account of any other person is strictly prohibited;
    • using the System to make fraudulent offers of goods or services is strictly prohibited;
    • using the System 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 the System to execute any form of network monitoring which will intercept data not intended for You is strictly prohibited;
    • using the System 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 the System 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 the System is strictly prohibited;
    • sending unsolicited email or other electronic messages through or to users of the System in breach of the Spam Act 2003 (Cth) is strictly prohibited;
    • using the System 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 the System in breach of any person's privacy (such as by way of identity theft or ‘phishing’) is strictly prohibited.

 

Responsibility for other users of the System

22. If you are a health service provider organisation:
    • you are also responsible for the conduct of your health practitioners and health practitioner assistants;
    • you must ensure that your health practitioners and health practitioner assistants comply with these Terms; and
    • any breach of these Terms by your health practitioners or health practitioner assistants will be deemed to constitute a breach by you of your obligations under these Terms and you agree to indemnify us for all losses incurred from any breach of these Terms your health practitioners and health practitioner assistants.

 

23. You agree that we are not responsible for the conduct of any other user of the System (including other patients who hold a patient account for the System, health practitioners, health service provider organisations, health practitioner assistants, and any other persons who hold an account for the System).

 

We do not provide health services or advice

24. We do not offer or provide any health services, health advice or health opinions of any kind.
25. We do not recommend or endorse, nor are we affiliated with, any particular health service provider organisation or health practitioner.

 

26. You acknowledge that we are not responsible for the health services or advice provided by any health practitioner and do not make any representations about their expertise or the suitability of any advice provided, or not provided.

 

Fees

27. The terms used in the clauses under this ‘Fees’ heading have the same meaning as those terms in A New Tax System (Goods and Services) Act 1999 (Cth) (GST Act).

 

28. If GST is payable on any supply made by a party under these Terms, the recipient of the supply must pay to the supplier an additional amount equal to the GST payable on the supply, subject to the recipient receiving a valid tax invoice in respect of the supply in accordance with the GST Act.

 

29. Each Patient Member must pay the fees and charges (if any) as published on the Site and/or within the System from time to time (and at the time and in the manner described), or as otherwise agreed in writing by you and us, in consideration for the Patient Member’s subscription to the Patient Services (C2C Service Charge).

 

30. If the Site and/or the System specifies a minimum subscription period from time, then the subscription of a Patient Member to the Patient Services is for that minimum term (Minimum Term).

 

31. Upon expiry of the Minimum Term, a Patient Member’s subscription to the Patient Services shall automatically renew for subsequent successive terms equal to the Minimum Term (each, a Renewal Term) on the same terms and conditions, unless we or the Patient Member provide at least 30 days’ written notice prior to the expiry of the Minimum Term or any Renewal Term (as the case may be), in which case the Patient Member’s subscription to the Patient Services will terminate at the end of the Minimum Term or the then current Renewal Term.

 

32. If a Patient Member terminates its subscription to the Patient Services or closes its Account for any reason (other than where a Patient 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 Patient Member will pay (or we may retain) any outstanding amount (the Outstanding Amount) that we calculate would have been payable by the Patient 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 Patient Member a tax invoice, and the Patient Member must 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 genuine and reasonable losses resulting from early termination of a Patient Member’s subscription to the Patient Services.

 

Intellectual property and ownership of data stored on C2C

33. Unless expressly stated otherwise, we are the sole owner of all the copyright, trade marks, trade names, patents and all other intellectual property rights created, developed, subsisting or used in or in connection with the System, whether or not you contribute to such material.

 

34. Except to the extent permitted by the Limited Licence (at clause 40) in these Terms below, or as required under law, the System must not be accessed, used, republished, reproduced, copied, sold, modified, or otherwise exploited (in full or in part), without our express written consent.

 

35. Patient Members own all information and data transmitted or uploaded by them through the System and Patient Services (Patient Data), other than Improvement Suggestions, as provided for in clause 36.

 

36. Other than in respect of your Patient Data, you agree that any intellectual property rights in any content that you upload, post or otherwise provide to us, in connection with C2C or requests for new C2C features (Improvement Suggestions) becomes our sole and exclusive property immediately upon uploading, posting or otherwise providing us with such content. 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. You consent to the infringement by us and any third party we authorise, of all moral rights (as defined in the Copyright Act 1968 (Cth)) that you may have in any Improvement Suggestions.

 

37. You warrant that:
    • you will only upload, input or transfer data into or via the System which you are entitled and authorised to upload, input, transfer or disclose;
    • where you upload, input or transfer another person’s data into or via the System, you will only do so with that person’s consent and in accordance with applicable privacy laws; and
    • your provision or use of data through the System will not breach these Terms or applicable laws or the intellectual property rights of any third party.

 

38. We do not endorse any data uploaded by Patient Members or other third parties, nor do we claim that any such data is accurate. We are in no way responsible nor liable for data provided by Patient Members or other third parties.

 

39. We are not responsible for providing any supervision or monitoring of data uploaded by Patient Members or other third parties and which is available through the System. However, subject to any law which precludes it, we reserve the right to restrict or remove access to any data provided by any Patient Member or other third parties, including but not limited to circumstances in which the data is in breach of these Terms.

 

Limited licence

40. We grant you a limited, revocable, non-transferrable, and non-exclusive licence to access and use the System (Limited Licence). The rights granted to you by the Limited Licence are personal, and are intended to allow you to access and use the System only for its intended purposes as described in these Terms (as applicable to your Account), or as otherwise agreed by us in writing.

 

Limitation of liability and indemnity

41. We do not make any warranties or representations regarding the quality or accuracy of information provided through the System.

 

42. You agree that you use the System at your own risk, and that it is your responsibility to ensure that any Patient Data and other information you provide through the System is complete and accurate.

 

43. You acknowledge and agree that our role is limited to only providing the System.

 

44. To the extent permitted by law, we are not responsible for and you release us from all liability (including in negligence) in respect of any losses, damages, injury to property or person, and costs incurred or suffered directly or indirectly in connection with the provision of health services or any other conduct or activities of health practitioners, health practitioner assistants or health service provider organisations (including in respect of the standard of any health services provided, and the handling of patient personal information).

 

45. To the extent permitted by law, you agree to indemnify us and hold us harmless against any losses, damages, injury to property or person, and costs incurred or suffered directly or indirectly in connection with any breach by you of these Terms.

 

46. In no circumstances will we be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from a person’s access to, or use of, or inability to use the System, including any damage or loss of property, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not C2C knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.

 

47. We are not responsible for the acts or omissions of third-party vendors.
48. Our liability to you is limited to the maximum extent permissible by law. To the extent that our liability is not otherwise excluded, and subject to the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law), our liability to you is limited to the aggregate sum of fees paid by you for the use of the System (if any) per annum.

 

Australian Consumer Law

49. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
    • to cancel your service contract with us; and
    • to a refund for the unused portion, or to compensation for its reduced value.
50. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

 

51. A product has a ‘major failure’ when a consumer would not have purchased the product had they known about the extent of the failure, or the where the product us different from its description or sample provided, or where the product is substantially unfit for its common purpose or the purpose you asked for and can’t easily be fixed within a reasonable time, or where the product is unsafe.

 

52. Where there is not a major failure with our goods and/or services, our liability for breach of any implied warranty or condition that cannot be excluded under the Australian Consumer Law is limited, at our option to:
    • the re-supply of the relevant goods and/or services; or
    • the payment of the cost of re-supply of the relevant goods and/or services.

 

53. To claim against us for breach of a consumer guarantee under the Australian Consumer Law, or under an express warranty provided by us, you must provide us with written notice with documentary evidence substantiating the claim. Where we have assessed that you have a valid claim under the Australian Consumer Law, we will contact you and arrange a remedy.

 

C2C App

54. Clauses under this ‘C2C App’ heading apply only to your use of any C2C mobile device application (App).

 

55. C2C and you each acknowledge and agree to comply with all applicable terms of service for Apple Inc. (Apple) and Apple’s App Store, and for Google LLC (Google) and Google Play, and for any other third-party application store. You understand and agree that Apple, Google, any other third application store are third-party beneficiaries of these Terms, and that such parties have the right to enforce these Terms against you in their capacity as a third-party beneficiary.

 

56. You agree that these Terms are an agreement between you and C2C and not between you and Apple, or you and Google, or you and any other third-party application store.

 

Closing Accounts

57. If you wish to close your Account, please contact us in one of the ways described in clause 71 (Notices). Alternatively, you may close your Account using the Account settings (closure options) provided in the System.

 

58. For the avoidance of doubt, if you close your Account, you must pay any Outstanding Amount in accordance with the provisions of clause 32.

 

Termination

59. If you are not a Patient Member, we may terminate these Terms and your access to the System or any part of it at any time without notice.

 

60. If you are a Patient Member, either you or C2C may terminate these Terms if:
    • the other party breaches any provision of these Terms that is incapable of remedy; or
    • the other party breaches any provision of these Terms that is capable of remedy but fails to remedy the breach within 14 days of notice requiring it to do so.

 

61. If these Terms, your Account or your access to the System is terminated, you must not access, browse or visit the System.

 

62. Termination of these Terms or termination of your Account or access to the System does not affect any accrued rights of either party.

 

Privacy

63. We will comply with all applicable privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in that Act. You agree that we will handle your personal information in accordance with the applicable privacy laws, our Privacy Policy and these Terms. For more information on how we handle personal information, please see our Privacy Policy available at the Site.

 

64. You agree to us disclosing your personal information to third-party vendors (as described in clauses 19 and 20) to the limited extent required to enable and support the integrated functions provided by these vendors.

 

65. You agree to comply with all applicable privacy laws, including the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in that Act, when collecting and handling personal information via the System.

 

66. In respect of any person/s other than you whose personal information you handle or provide through the System, you warrant that you have obtained all necessary consents to handle and provide this information under applicable privacy laws. You also agree to direct any such persons to our Privacy Policy.

 

67. The System allows you to create an Account. If you use this functionality to create an Account for any person/s other than you, you warrant that you have obtained such person’s prior consent to create a profile for them and to provide their personal information via the System for this purpose.

 

Disputes

68. If you have a dispute or wish to raise a complaint with us, you must notify us in one of the ways described in clause 71 (Notices). You must ensure that the notice contains specific detail identifying the nature of the dispute or complaint.

 

69. Within 7 days of the delivery of a notice under clause 67, we will contact you and attempt to resolve the dispute.

 

70. If we 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, proceedings may be commenced in relation to the dispute.

 

71. Nothing in clauses 67 to 69 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

72. A notice under these Terms must be in writing and sent to us by hand delivery, post or email, using the details that you provided to us when you registered an Account.

 

73. You may send a notice to us using our using our contact details or contact form provided at the Site.

 

74. Any notice issued by hand shall be deemed delivered upon delivery.

 

75. Any notice issued by post shall be deemed delivered 5 business days after posting if posted within Australia, or 14 business days after posting if posted internationally.

 

76. Any notice issued via email will be deemed to be delivered upon receipt by the sender of a read receipt or delivery receipt.

 

77. You agree that we may send you email or other electronic messages concerning your Account and C2C (including C2C services) from time to time. We will do so in accordance with the Spam Act 2003 (Cth).

 

Updates to these Terms

78. We may from time to time amend or update these Terms at any time by publishing new Terms published on the Site. You are bound by any such new Terms where you continue to use the System after any such amendment or update of the Terms. You are responsible for reviewing the Site periodically to check for any amendment or update of the Terms.

 

Miscellaneous

79. Any provision of these Terms which is found to be invalid or unenforceable must be read down, if possible, so far as to be valid and enforceable, and if that is not possible, the provision must, to the extent that it is capable, be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Terms.

 

80. We may provide links to or information from third party applications or websites through the System or the Site (Third-Party Information). We do not endorse, and we are in no way responsible nor liable for the content of any Third-Party Information. Further, we do not claim that any Third-Party Information is accurate. You are responsible for assessing the relevance and accuracy of the Third-Party Information. Linked third party applications or websites may have their own terms and conditions of use, and you should familiarise yourself with those terms and conditions when using such third-party applications or websites.

 

81. These Terms are governed by the laws of the State of New South Wales, Australia, and each party submits to the exclusive jurisdiction of the courts of the State of New South Wales, Australia.

 

82. If you access or use the System in the capacity of an authorised representative of another person or entity, you acknowledge and agree that you are legally authorised to bind that other person or entity to these Terms.