INTRODUCTION
A. These Terms of Use constitute a legally binding agreement (“Terms of Use” or “Agreement”) between you and Assess Treat Record Pty Ltd ACN 685 890 411 (“Us” or “Our” or “We”) which governs the use of the Assess Treat Record platform (Platform). B. The Platform allows practitioners to streamline and improve their documentation process.
C. By accessing, downloading and using the Platform and our Services you agree to be bound by the terms of this Agreement as set out below.
D. If you do not accept the terms of this Agreement, you are not authorised to use the Platform or our Services.
Agreement
1. Assess Treat Record Pty Ltd ACN 685 890 411 (“We”, “Us”, “Service Provider”) agree to supply you (the “Practitioner”, “You”) with the services (“Services”), which include access to the Platform as specified in the schedule to these terms and conditions (“Schedule”) upon written acceptance of these terms. The Schedule, together with these terms and conditions, forms an agreement between the Practitioner and the Service Provider (“Agreement”).
2. We will commence providing the Services to You on the date in which You accept the Services in writing, and cease providing Services to You:
a. on the Commencement Date specified in the Schedule;
b. upon completion of the provision of Services; or
c. as otherwise agreed by the parties in writing.
Payment of the Fees
3. “Fees” means the amount agreed between Us and you for the provision of the Services and access to the Platform as specified in any Schedule.
4. “Stripe” means the payment gateway service which is subject to the terms and conditions of use located at https://stripe.com/au/legal/ssa.
5. You must pay the Fees on the payment terms set out in the Schedule and this Agreement via the Stripe payment service. You acknowledge that your credit card details are valid and are verified by the Stripe payment service.
6. You agree that the Fees will be deducted from your bank account on a monthly basis. It is your responsibility to ensure that your bank account has the required funds to pay the Fees.
7. If You must make a payment or do any other thing on or by a day that is not a business day, You must make the payment or do the thing on or by the next business day. Your observation of agreed time frames is of primary importance.
8. Any services required by the Practitioner that are beyond the scope outlined within the Schedule, whether by the Practitioner’s request or as otherwise required, will be charged to the Practitioner as an additional cost. The Service Provider reserves the right to vary Fees during the term of this Agreement by providing five (5) business days written notice to the Practitioner prior to the change being implemented.
9. If the Practitioner disputes the whole or any portion of the amount claimed in an invoice submitted by the Service Provider, the Practitioner must:
a. pay the portion of the amount stated in the invoice which is not in dispute in accordance with the terms of payment set out in this Agreement; and
b. notify the Service Provider in writing (within five (5) business days of receipt of the invoice) of the reasons for disputing the remainder of the invoice.
10. You acknowledge and agree that Fees paid to the Service Provider under this Agreement are non-refundable and are subject to change by the Service Provider by providing thirty (30) days' written notice. Where the Fees are amended under this clause, you agree that you will have ten (10) days from receiving the notice to terminate this Agreement. Failure to terminate this Agreement within this time period will constitute acceptance of the change in Fees.
Risk and Title
11. To protect our security interest in the Services until payment, we may choose to register this Agreement under the Personal Properties Securities Act 2009 (Cth). You agree to do all things necessary to facilitate such registration.
12. If We provide to You any materials or deliverables, then risk passes to You at the time We send or deliver to You the materials or deliverables.
Practitioner’s Obligations and Warranties
13. During performance of the Services, You will: a. cooperate with us as we reasonably require;
b. provide the information and documentation that we reasonably require;
c. make available to us such equipment as we reasonably require; and
d. ensure that the Practitioner’s staff and agents cooperate with and assist us.
14. The Practitioner warrants that:
a. It is not insolvent as at the date of entering into this Agreement;
b. it has the power to enter into this Agreement and has obtained all necessary authorisations to allow it to do so;
c. it has relied on its own skill, knowledge, experience and judgement to verify that products and/or services provided under this Agreement meet the Practitioner’s requirements and that the Practitioner is not relying on any implied warranty of fitness for its needs; and
d. it is responsible for any fees, taxes and other payments due to any party directly on indirectly incurred by the Practitioner through the Practitioner’s use of the Services. This includes the reporting of income to relevant taxation bodies and other government authorities.
15. You are responsible for maintaining the security and confidentiality of your user credential and password for the Platform and ensuring that these details remain accurate and up-to-date. See our Privacy Policy for further information on how we will use your User Data.
16. You are responsible for any and all activities that occur under your account on the Platform. You agree to notify us immediately of any unauthorised use of your account or any other breach of security.
17. We will not be liable for any loss that you may incur as a result of someone else using your password or account on the Platform, either with or without your knowledge. However, you will be held liable for losses incurred by us or another party due to someone else using your account or password on the Platform.
18. You may not use anyone else's account on the Platform at any time, nor assign or transfer your account on the Platform to any other person.
19. You agree that we have no responsibility or liability for the deletion or failure to store any data maintained or transmitted by the Platform or via our Services.
20. You acknowledge and agree that:
a. the Platform is only a platform to streamline and improve a practitioner’s documentation process; and
b. we do not guarantee or warrant that the Platform is fit for any purpose other than that outlined in clause 20(a).
21. You agree to not use the Platform or the Services:
a. for any purpose that is unlawful or prohibited by the terms of this Agreement;
b. in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party's use and enjoyment of the Platform or Services;
c. to attempt to gain unauthorised access to any service, other accounts, computer systems or networks connected to our server or services through hacking, password mining or any other means;
d. to attempt to obtain any materials or information through any means not intentionally made available through the Platform or Services;
e. to transmit or otherwise make available any data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
f. to impersonate any person or entity;
g. to transmit or otherwise make available any data that you do not have a right to make available under any relevant law or which infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
h. to transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation unless expressly authorised to do so;
i. to stalk or otherwise harass another; or
j. to collect or store personal data about other users.
Our Obligations
22. During the performance of the Services, we will: a. exercise all due care and diligence in performance of the Services; and
b. ensure that the Services are provided to the Practitioner in accordance with the scope and requirements set out in the Schedule.
Intellectual Property
23. For the purposes of this clause and Agreement, “Intellectual Property” means: a. any patent, registered and common law trade mark, trade name, business name, company name, domain name, copyright, registered or other design right, circuit layout right and any corresponding property right, together with any right to apply for the grant or registration of the same; and
b. any right in respect of an idea, invention, discovery, trade secret, improvement, technical information, specification, know how, data, algorithm, formula or Confidential Information.
24. The ownership of any Intellectual Property rights in existence prior to the commencement of this Agreement are unaffected by any term of this Agreement.
25. Subject only to clause 26, any discovery, design, invention or secret process or improvement in procedure made or discovered by the Service Provider either alone or in conjunction with another person, whilst providing the Services, will belong to and be the absolute property of the Service Provider.
26. We agree that the content you upload onto the Platform, including patient notes, will belong to you and are your absolute property.
27. You grant the Service Provider a non-exclusive, perpetual license to use all Intellectual Property rights which arise under clause 26 for the purpose of complying with the terms of this Agreement or for any other reason required in law. The Service Provider agrees that the Service Provider cannot license, transfer or sell the materials or deliverables to a third party, unless agreed by the Practitioner in writing.
Third Party Websites
28. The Platform may contain links to other products and services of third parties. We do not endorse or otherwise approve the owners or operators of the third party website, or the information, graphics and material on those websites or the goods or services (including software) offered on those websites.
29. To the extent permitted by law, we are not responsible or liable for, and give no warranty in respect of, any third party website, application or the goods and services (including software) offered by a third party or any information appearing in any product or service we may offer.
30. We may receive payments from third parties in relation to goods or services supplied or received as a result of users and third parties accessing any links to third party applications or websites contained in our Platform or website.
31. Third party applications and websites are not subject to our privacy standards so you should review the privacy policy and any other relevant notice that appears on a third party application or website.
Confidentiality
32. For the purposes of this clause and Agreement, “Confidential Information” means: a. any information which is by its nature confidential, regardless of the form or medium of that information; and
b. any other information relating to the business, computer systems or affairs of the recipient, the recipient’s affiliates, or their patients (including personal information and patient files), including designs, proposals, contracts, financial details, marketing strategies, policies, products, services, processes, operating practices and procedures, business plans, reports, plans and documents, which is or has been disclosed (whether orally, electronically, in writing or otherwise), or otherwise obtained by the Service Provider, but excludes information which:
c. was in the public domain at the time of its receipt by the Service Provider; or
d. became part of the public domain after its receipt by the recipient, otherwise than through a disclosure by the Service Provider, or any person to whom it has disclosed Confidential Information.
33. Both parties agree to take all reasonable measures to ensure the Confidential Information of the other party is protected against loss and against unauthorised access, use, modification, disclosure or other misuse and that only authorised representatives, employees and officers have access to such information.
34. The Service Provider may only use, disclose or reproduce the other party’s Confidential Information strictly for the purposes of providing the Services to the other party under this Agreement.
35. The parties agree:
a. to comply with those provisions of the Privacy Act 1988 (Cth) (“Privacy Act”) which concern the security, use and disclosure of personal information (as defined in the Privacy Act) as if it were an APP entity, credit provider or a tax file number recipient as defined in the Privacy Act;
b. to take due care and diligence in maintaining the confidentiality of customer files, including but not limited to customers personal information;
c. not to transfer any Confidential Information, or personal information outside of Australia except to the extent provided by our privacy policy, or allow parties outside of Australia to have access to it; and
d. immediately notify the other party of any breach of this clause (including where the party should reasonably suspect such a breach has occurred), and co-operate with the other party in the investigation, or resolution, of any such breach, or any complaint alleging a privacy breach.
Limitation of Liability and Indemnification
36. We disclaim all and any warranties, not required by law, whether express or implied including but not limited to warranties as to merchantability and fitness for a particular purpose of the Services.
37. Acceptance of the Services, materials or deliverables must take place immediately following delivery and is established if You signify by words or conduct that the materials or deliverables are conforming or that You retain them in spite of their nonconformity or deal with them in a way inconsistent with our ownership. You may reject them on good grounds after a reasonable opportunity to inspect them. The rejection must immediately be communicated to Us with full particulars of the nonconformity. On acceptance if payment arrangements are in place then they must be honoured. If payment has been made, then it will either be refunded by Us or credited towards payment of replacement materials or deliverables for the nonconforming materials or deliverables.
38. In the event You suffer any loss or damage in which We are liable for as required by law, then You agree that our liability is limited to, at our sole discretion, the resupply of the Services or the Fees paid over the preceding twelve (12) month period, and is not to include economic or consequential damages of any nature.
39. You represent and warrant to Us that all information and representations that You, or any person acting on Your behalf has given in connection with our transactions are correct and that You have not failed to disclose to Us anything relevant to our decision to have dealings with You and that no court proceedings or dispute is current that may have an adverse effect on performing Your obligations under this Agreement.
40. By accepting payment of any sum after its due date We do not waive our right either to require payments as they fall due or to suspend or end our arrangements.
41. The Service Provider is not liable for and the Practitioner indemnifies and will keep indemnified the Service Provider, its officers, employees, agents and personnel against all costs, expenses, charges, losses and damages (including consequential loss and damage) suffered or incurred by the Practitioner, its officers, employees, agents or personnel, or for the death or injury of persons (including the Practitioner’s officers, employees, agents or personnel) arising from or in connection with:
a. any breach by the Practitioner of this Agreement or any express or implied warranty;
b. any unauthorised use of the Services;
c. any breach of the terms and conditions of any third party vendors;
d. any issue, defect or malfunction associated with any software that has been supplied by the Service Provider or by a third-party as part of the Services; or
e. any action or failure to act, negligence, breach of duty or breach of law by the Practitioner, negligence, fraud or wilful misconduct by the Practitioner, and any claim made by a third party as a result.
42. Under no circumstances shall we be liable for any damages suffered by you or any third party, including without limitation, any direct or indirect, incidental, punitive, exemplary, special or consequential damages (including, without limitation, any reputational damages, any lost profits, damages for loss of information, programs or other data) that result from
a. access to, link to, use of or inability to use the Platform due to any breach of security associated with the transmission of information through the internet, regardless of the theory of liability and even if foreseeable or even if either party was advised of the possibility of such damages; or
b. any injuries sustained or health issues which may arise due to your use of the Services or the Platform.
Platform Security
43. We do not guarantee that information (including user data) transmitted over the internet and/or through the Platform is totally secure. Therefore, when you use the Platform to send data, you do so at your own risk. Once we have received it, we take reasonable steps to keep data secure while it is in our own systems but we do not guarantee that it is secure.
44. Your use of the Platform and the Services is at your own risk. We do not guarantee that the Platform is free from viruses, or that access to our Platform or Services will be uninterrupted. You should therefore ensure that your equipment is protected from viruses and any other interference that could damage your equipment.
Data Uploaded on the Platform
45. The Platform may allow you to enter and manage data, including personal information and health information as defined by the Privacy Act 1988 (Cth) (Data). You acknowledge and agree that we may alter or remove any Data if we reasonably considers that it breaches any relevant laws or a third party's rights provided that reasonable notice is given to you.
46. You will ensure that the Data is accurate, complete, reliable, up to date, and compliant with any relevant laws.
47. Once this Agreement is terminated by you or by us, the Data is archived and is no longer available to you, unless you request that the Data be permanently deleted from the Platform.
Termination
48. This Agreement will terminate on the Cessation Date as outlined in the Schedule unless otherwise agreed between the parties.
49. Notwithstanding any other clause in this Agreement, You may terminate this Agreement at any time by providing Us with written notice prior to the commencement of the next billing month. The Agreement will then terminate at the end of the billing month in which the notice under this clause 49 is provided.
50. We may terminate this Agreement at any time by providing You with 5 days’ written notice.
51. If this Agreement is terminated in line with clause 50, You agree to pay:
a. the percentage of the Fee owed which is calculated on a pro rata basis to the Services which have been provided up to the date of termination; and
b. any reasonable costs We may have incurred prior to the date of termination which were intended to be used to provide You with the remaining Services.
52. Either party may terminate this Agreement immediately if the other party commits a material breach of the Agreement which has not been rectified within ten (10) business days after receiving a of notice of breach.
53. Upon termination of this Agreement, You must promptly deliver to Us all Confidential Information and copies of any materials or deliverables provided by Us to You during the course of this Agreement.
Default
54. You will be in default if You do not pay Us when monies are due for payment or fail to comply with any other obligation under our business arrangements.
55. If You are in default under this Agreement, We may send You a default notice. The notice will tell You what the default is and what You are required to do to correct the default. You will have 5 business days to rectify the default.
56. If You do not comply with the default notice, then We may terminate this Agreement by providing you with 2 business days’ notice and You become immediately liable to pay Us all monies owing with interest on that amount from the due date until payment at the rate of 10% per annum.
57. You agree to pay on default all costs and expenses incurred in exercising our rights of recovery from You if any and indemnify Us against any losses resulting from the default.
Special Conditions
58. We each agree to be bound by the special conditions set out in the Schedule and agree they take precedence over any contrary provision in this Agreement.
General
59. Notices must be in writing and be sent by Express or Registered Post with delivery confirmation to the address in the Schedule or by facsimile transmission or email with receipt confirmation.
60. Clauses 3 – 27, 32 – 42, 48 – 57 and 61 survive the termination of this Agreement.
61. The law of New South Wales governs this Agreement. We submit to the exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.
SCHEDULE 1
Platform
Assess Treat Record
Commencement Date
The date in which we commence the provision of the Services to you.
Cessation Date
The date in which this Agreement is terminated under clauses 49 to 52.
Services
Access to and use of the Platform which allows practitioners to:
1. use a best-practice template to create high-quality, accurate treatment notes quickly;
2. safely and securely store patient data in one centralised, private location;
3. reduce manual input with smart features that fill in treatment details automatically;
4. convert speech to text in real time (powered by Azure);
5. access records remotely; and
6. invite colleagues to view and contribute to client records, enabling coordinated care and shared outcomes.
Fees
AUD $49 (plus GST) per month for the first five (5) seats and AUD $46 (plus GST per month for any additional seats.
Payment Terms
The Fees will be billed monthly in advance.
Special Conditions
N/A