Terms & Condition

2) Introduction

2.1) These terms and conditions (Terms) constitute an agreement between PRIME MEDIC GROUP PTY LTD ABN 98606969742 (referred to as 'we', 'us', or 'our') and yourself, collectively referred to as the Parties, with each considered as a Party individually.

2.2) We offer a cloud-based, software as a service platform designed for doctors to electronically prescribe medication for their patients (referred to as the Platform).

2.3) In these Terms, 'you' refers to the individual or entity registered with us as an Account holder. If you are using the Platform without an Account, 'you' refers to the individual or entity utilizing the Platform.

2.4) If you're utilizing the Platform on behalf of your employer or a business entity, in your personal capacity, you affirm and ensure that you hold the authority to act on behalf of your employer or the said business entity. Moreover, you confirm your ability to bind the entity and its personnel to adhere to these Terms.

3) Acceptance and Platform License

3.1) Acceptance of these Terms occurs when you agree to them on the Platform or any other designated platform provided by us.

3.2) To use the Platform, both you and each Authorized User must be at least 18 years old.

3.3) We reserve the right to modify these Terms at any time by providing written notice. By clicking 'I accept' or continuing to use the Platform after notification, you agree to the amended Terms within 30 days of the notice. In case of disagreement with adverse effects on your rights, you may terminate your Membership by giving written notice within the stipulated time frame. Termination will cease your Platform access; a pro-rata refund, considering the termination date and the paid period, will be provided if fees were paid upfront.

3.4) Subject to compliance with these Terms, we grant you and your Authorized Users a non-exclusive, non-transferable, revocable, worldwide, personal, royalty-free license to use our Platform in accordance with these Terms. Other uses require prior written consent.

3.5) While using the Platform, you and your Authorized Users must refrain from unlawful or inappropriate activities, includin

(a) Breaching an individual's privacy rights or other legal rights;

(b) Using the Platform for defamation, harassment, threats, or sending unsolicited electronic messages;

(c) Modifying or tampering with the Platform, including transmitting viruses or using trojan horses;

(d) Employing data mining, robots, screen scraping, or similar data gathering tools; or

(e) Facilitating or aiding a third party in any of the above acts.

4. Prime Script Pad Services

4.1) Upon your payment of Fees, we agree to grant you and your Authorized Users access to the Platform and other services outlined in your Account.

4.2) We will strive to ensure the Platform's availability at all times. Nevertheless, scheduled or emergency maintenance might temporarily render the Platform unavailable.

4.3) The Platform might interface with third-party systems (Third-Party Services) not provided by us (e.g., cloud storage providers, CRM systems). We hold no Liability for Third-Party Services or unavailability of the Platform due to their failure, as permitted by law.

4.4) Data loss is an inherent risk in software usage. You agree to maintain backup copies of data entered into the Platform.

4.5) We hold no Liability for data loss or corruption, or Platform unavailability due to maintenance, to the fullest extent permissible by law.

5) Accounts

5.1) Eligibility to use the Platform requires successful registration on the electronic script exchange. Upon providing evidence of registration, you may create an Account to access Platform features. Each Authorised User requires a login linked to your Account for Platform access.

5.2) Registering an Account mandates providing basic information including business name, contact details, email address, prescribed number, prescriber type, provider number, AHPRA number, qualifications, healthcare identifier numbers, phone/fax numbers, organisation name, and choosing a password.

5.3) All personal information provided by you and your Authorised Users will be handled according to our Privacy Policy.

5.4) Maintaining current Account information is your responsibility. You agree not to share your Account password except with Authorised Users.

5.5) Safeguarding your Account details, username, and password is crucial. You will be held accountable for all Account activities, including purchases and actions by your Authorised Users. Each Authorised User is responsible for protecting their login details. Notify us immediately of any unauthorised Account usage.

5.6) Account creation requires choosing a Membership tier with varying services and membership periods, as detailed on our Platform.

6) Authorised Users

6.1) As outlined in your Account, you may invite users to access and use the Platform under your Account (Authorised Users). We will provide the number of Authorised Users specified in your Account.

6.2) Authorised Users can access specific Platform features and your Account, as specified in your Account.

6.3) Ensuring compliance with these Terms by each Authorised User is your responsibility. You are liable for the actions or inactions of your Authorised Users.

7) Memberships

7.1) Membership Purchase: You can acquire a Membership by paying the outlined Membership fees (Fees) in advance according to the Billing Cycle disclosed on the Platform.

7.2) Automatic Renewal: Your Membership will automatically renew at the end of each Billing Cycle for the same duration, and you will be charged the Fees for each subsequent Billing Cycle unless you cancel your Membership.

7.3) Free Trial: Your membership might commence with a Free Trial Period for a specified duration mentioned on the Platform. Free trials are accessible only to new Account holders, and eligibility may be restricted to prevent abuse. If not canceled before the Free Trial Period ends, the Billing Cycle begins the day after the Free Trial Period, with Fees due on that date.

7.4) Payment Methods: Payment methods for the Fees are provided on the Platform. We might utilize a third-party provider [e.g., Stripe]. You acknowledge that we have no control over the actions of the third-party provider, and additional terms and conditions might apply to the third-party payment method.

7.5) Payment Obligations: You agree not to make or attempt payment of the Fees through fraudulent or unlawful means. By using debit/credit card or direct debit for payment, you warrant being authorized to perform the transaction.

7.6) Set-off Clause: We reserve the right to set-off or deduct payable amounts by you to us from any funds owed to you under these Terms concerning the Platform.

7.7) Membership Changes: If you wish to modify your Membership (e.g., upgrade, vary the number of Authorised Users), notify us through your Account or email at least 48 hours before the current Billing Cycle ends. Increased Fees due to Membership variations will apply in the subsequent Billing Cycle.

7.8) Refund Policy: Fee refunds and cancellations are subject to your Consumer Law Rights and these Terms.

7.9) Membership Changes: We might alter the Membership's components (e.g., inclusions, exclusions, updated features). We will give you a minimum 30-day notice before applying any changes to your Membership. If the changes substantially affect your Membership experience, you may cancel the Membership, ceasing Platform use from the change date. Refunds (if applicable) will be prorated based on the termination date and paid Fees.

7.10) Fee Adjustments: We reserve the right to modify Fees. Changes to Fees will be notified 30 days in advance. If the updated Fee is unacceptable, you may cancel the Membership per the 'Cancellation of Memberships' clause.

8) Ownership of Intellectual Property

8.1) You acknowledge and agree that all Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models utilized on the Platform (Our Intellectual Property) will at all times be owned by us or remain our property.

8.2) We grant you permission to utilize Our Intellectual Property solely for your internal business purposes. You are strictly prohibited from exploiting Our Intellectual Property for any other purpose, and you must not permit or enable such usage by any third party. Usage is limited to Authorised Users on devices controlled or approved by you.

8.3) Without our prior written consent:

(a) You must not copy, wholly or partially, any part of Our Intellectual Property;

(b) Reproduction, transmission, distribution, sale, publication, broadcasting, or circulation of any of Our Intellectual Property to a third party is strictly prohibited;

(c) Breach of any intellectual property rights related to the Platform is prohibited, including (but not limited to) altering or modifying any of Our Intellectual Property, framing or embedding any of Our Intellectual Property into another website, or creating derivative works from any of Our Intellectual Property.

8.4) This clause will remain in effect even after the termination or expiration of your Membership.

9) Ownership and Use of Your Data

9.1) You hold ownership over all data, information, or content that you and your Authorised Users upload onto the Platform (Your Data).

9.2) By using the Platform, you grant us a limited license to copy, transmit, store, backup, and/or otherwise access or use Your Data for the following purposes:

(a) Communication with you, including sending information we believe may be of interest to you;

(b) Provision of the Platform to you and fulfillment of our obligations under these Terms;

(c) Diagnosis of issues with the Platform;

(d) Enhancing and modifying the Platform;

(e) Conducting analytics (Analytics);

(f) Developing other services, provided that we de-identify Your Data; and

(g) As reasonably necessary to fulfill our obligations under these Terms.

9.3) You are solely responsible for all Your Data made available on or through the Platform by you and your Authorised Users. You confirm that:

(a) You are either the sole owner of Your Data or possess all necessary rights, licenses, consents, and releases required to grant us the rights outlined in these Terms; and

(b) Your Data, including its posting, uploading, publication, submission, or transmission, and our use of Your Data on, through, or by means of our Platform, will not infringe upon third-party intellectual property rights, rights of publicity or privacy, or violate any applicable law or regulation.

9.4) We may monitor, analyze, and compile statistical and performance information based on or related to your Platform usage in an aggregated and anonymized format (Analytics). We own all rights to the Analytics and may use them for our internal business purposes, provided they do not contain any identifying information.

9.5) We do not endorse, approve, or take responsibility for any of Your Data.

9.6) This clause will remain in effect even after the termination or expiration of your Membership.

10) Your Representations and Professional Obligations

10.1) By using our Platform, you agree, represent, and warrant that:

(a) You will not use our Platform or Our Intellectual Property in any way that competes with our business.

(b) There are no legal restrictions preventing you from agreeing to these Terms.

(c) You will promptly inform us if there are any changes regarding your workplace (e.g., relocation to a different clinic).

(d) All information and documentation you provide to us concerning these Terms is accurate, truthful, and complete.

(e) Concerning your professional responsibilities:

(1) You, and if applicable, your Authorised Users, will adhere to all relevant codes, laws, standards, and regulations, including but not limited to:

i. The Health Practitioner National Law;

ii. The Medical Board of Australia Code of Conduct;

iii. The Australian Medical Association Guidelines on Medical Certifications 2011 (revised 2016); and

iv. Any pertinent State and Territory Health Records Acts.

(2) You (and your Authorised Users) possess all necessary licenses from relevant regulatory boards and/or authorities, enabling you and your Authorised Users to legally prescribe medications and issue prescriptions to patients.

(3) You will promptly notify us of any changes in your (or your Authorised Users’) Professional Registration Details or other qualifications, certifications, licenses, and permits required for using the Platform and/or prescribing medications to patients.

(4) You will promptly notify us of any breaches of Laws, rules, regulations, industry codes, or substantial claims of misconduct or professional negligence by you or your Authorised Users.

(5) You will maintain all necessary insurance policies, including professional indemnity cover and public liability insurances, similar to a reasonably prudent healthcare professional in your position.

(6) When you or your Authorised Users prescribe medications to patients on the Platform, you (or your Authorised Users) will:

i. Ensure that all medications are prescribed in compliance with regulatory and legislative requirements, in addition to ethical and professional obligations relevant to medical practice.

ii. Ensure that the patient understands that the prescription will be sent to them electronically.

10.2) This clause will remain effective even after the termination or expiration of your Membership.

11) Consumer Rights and Australian Consumer Law

11.1) There exist certain legislations, including the Australian Consumer Law (ACL) under the Competition and Consumer Act 2010 (Cth), as well as similar consumer protection laws and regulations, which may grant you rights, warranties, guarantees, and remedies concerning the supply of the Platform by us to you. These rights cannot be excluded, limited, or modified (Consumer Law Rights).

11.2) If the ACL applies to you as a consumer, nothing in these Terms limits or excludes your Consumer Law Rights as a consumer under the ACL. You agree that our responsibility for the Platform provided to an entity defined as a consumer under the ACL is solely determined by the ACL and

11.3) Subject to your Consumer Law Rights, we disclaim all express and implied warranties. All material, work, and services, including the Platform, are provided to you without warranties of any kind, whether express or implied, under statute, at law, or on any other basis.

11.4) This clause remains effective even after the termination or expiration of your Membership.

12) Privacy and Data Protection

12.1) You acknowledge and agree that our registration on the Electronic Prescribing Conformance Register is outlined at https://www.digitalhealth.gov.au/healthcare-providers/initiatives-and-programs/my-health-record/conformant-clinical-software-products.

12.2) You agree to adhere to the legal requirements of:

(a) Health Care Identifiers Act 2010 (Cth);

(b) Health Care Identifiers Regulations 2010 (Cth);

(c) My Health Records Act 2012 (Cth); and

(d) My Health Records Regulation 2012 (Cth).

12.3) Both Parties agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (Privacy Act) and any other applicable Privacy Laws relating to the use of the Platform. Neither Party nor its personnel shall engage in any action that could cause the other Party to breach any Privacy Laws.

12.4) Regarding any Personal Information accessible to you or shared with us through the Platform, you must (and ensure your Authorised Users must):

(a) obtain consent from patients to share their Personal Information on the Platform; and

(b) utilize the Personal Information solely as per your patients’ instructions and for the intended purpose of disclosure.

12.5) In case of a Security Incident, you must (and ensure your Authorised Users must):

(a) notify us within 2 business days of detecting the Security Incident;

(b) fulfill your obligations under Privacy Laws;

(c) provide us with all reasonably requested information;

(d) assist us in investigating and rectifying the Security Incident at your expense; and

(e) undertake any other necessary action, at your expense, as reasonably determined by us in connection with the Security Incident.

12.6) This Clause 12 remains effective even after the termination or expiration of your Membership.

13) Liability

13.1) Notwithstanding anything to the contrary, to the fullest extent permitted by law:

(a) Neither Party will be liable for Consequential Loss.

(b) Each Party's liability for any Liability under these Terms will be proportionately reduced to the extent that the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of its personnel (including Authorised Users), including any failure to mitigate its losses.

(c) Our total liability for any Liability arising from or related to these Terms will be limited to the Fees paid by you in the 12 months immediately preceding the event giving rise to the Liability. If the period for which Fees have been paid is less than 12 months, the limitation will be calculated on a pro-rata basis considering the Fees paid and the time period.

13.2) This clause remains effective even after the termination or expiration of your Membership.

14) Indemnity

14.1) To the maximum extent permitted by law, you are responsible for and agree to indemnify us, and keep us indemnified against any Liability that we may suffer, incur, or become liable for arising from:

(a) Your (or your Authorised Users') provision of electronic prescriptions to patients on the Platform, including prescribed medications.

(b) Any breach by you or your Authorised Users of Clauses 10, 12, or 15.3.

14.2) This clause will remain in effect even after the termination or expiration of your Membership.

15) Termination

15.1) Membership Cancellation: You can request to cancel your Membership at any time by notifying us through email or by using the 'cancel my membership' feature in your Account. The cancellation will become effective at the end of the current Billing Cycle.

15.2) Termination of a Membership will occur immediately upon written notice by a Party (Non-Defaulting Party) if:

(a) The other Party (Defaulting Party) breaches a material term of these Terms, and the breach remains unremedied for 5 Business Days after the Defaulting Party is notified of the breach by the Non-Defaulting Party; or

(b) The Defaulting Party becomes unable to pay its debts as they fall due.

15.3) If we suspect a breach of these Terms by you, we reserve the right to suspend your access to the Platform while conducting an investigation into the suspected breach.

15.4) Upon the expiry or termination of your Membership:

(a) Your access to the Platform will be revoked; and

(b) If we terminate your Membership due to your unaddressed default, you agree to reimburse us for our reasonably incurred additional costs directly resulting from such termination, including recovery fees.

15.5) In instances where termination results from our breach of these Terms, we commit to refunding you for any prepaid unused Fees on a pro-rata basis.

15.6) Termination of a Membership will not affect any accrued rights or liabilities under these Terms.

15.7) This clause remains effective even after the termination or expiration of your Membership.

16) General

16.1) Assignment: No Party shall assign or deal with its rights or obligations under these Terms without prior written consent from the other Party, such consent not to be unreasonably withheld.

16.2) Assignment of Debt: We reserve the right to assign or transfer any debt owed by you to us under these Terms to a third party, including a debt collector or collection agency.

16.3) Confidentiality: Each Party agrees not to disclose confidential information obtained through the Platform to a third party or misuse such information, except where permitted by law.

16.4) Disputes: Parties must attempt in good faith to resolve disputes through discussions before commencing court proceedings. If necessary, the Parties agree to engage in mediation, with the costs shared equally.

16.5) Entire Terms: These Terms constitute the entire understanding between the Parties, superseding all previous discussions or agreements.

16.6) Force Majeure: Neither Party shall be liable for failure to perform obligations due to a Force Majeure Event, provided prompt notice is given and reasonable efforts are made to minimize consequences.

16.7) Governing Law: These Terms are governed by Victoria's laws, and both Parties submit to the exclusive jurisdiction of the courts in Victoria.

16.8) Notices: All notices under these Terms must be in writing and sent by post or email to the specified addresses.

16.9) Publicity: With your prior consent, we may advertise or publicize your use of our Platform.

16.10) Severance: If any provision in these Terms is deemed invalid or unenforceable, it shall be read down or severed without affecting the validity of the remaining provisions.

16.11) Third-Party Sites: The Platform may contain links (Affiliate Links) to third-party websites. We do not control or endorse these sites and recommend conducting your own investigations. Some links may lead to third-party websites for which we may receive a benefit.

17) Definitions

17.1) Australian Medical Association Guidelines on Medical Certifications 2011 (revised 2016): Guidelines published by the Australian Medical Association that define the roles and responsibilities of health practitioners, subject to periodic updates.

17.2) Consequential Loss: Any loss or damage, not arising in the usual course, resulting from a breach, act, or omission, including real or anticipated loss of profit, revenue, business, goodwill, opportunity, savings, reputation, use, or data. The Parties agree that the obligation to pay Fees under these Terms will not constitute 'Consequential Loss'.

17.3) Force Majeure Event: Any circumstance or event beyond a Party's reasonable control.

17.4) Health Practitioner National Law: Legislation enacted across Australian states and territories regulating health practitioners, such as the Health Practitioner Regulation National Law (Victoria) Act 2009 in Victoria.

17.5) Health Record Acts: Legislation in various states and territories establishing frameworks to safeguard individuals' health information, such as the Health Records Act 2001 in Victoria.

17.6) Intellectual Property: All current and future rights worldwide related to copyright, patents, trademarks, designs, domain names, trade secrets, confidential information, software, databases, inventions, and any applications for registration.

17.7) Laws: All applicable laws, regulations, orders, judgments, rules, guidelines, protocols, consents, approvals, permits, and directives by government or authoritative bodies affecting these Terms and Platform use.

17.8) Liability: Any cost, loss, damage, claim, notice, demand, investigation, proceeding, or judgment, direct or indirect, arising from these Terms under statute, contract, equity, tort, or otherwise.

17.9) Medical Board of Australia Code of Conduct: Professional standards set by the Australian Medical Association that doctors must adhere to.

17.10) Personal Information: Information as defined by the Privacy Act, relating to an identified or identifiable individual.

17.11) Privacy Laws: Privacy Act and any other relevant laws pertaining to privacy.

17.12) Professional Registration Details: Specific details including AHPRA registration number, healthcare provider identifier individual number, prescriber number, and other relevant license information.

17.13) Security Incident: Actual or likely occurrence of events such as breaches mentioned in clause 12.1 and 12.2, or an 'eligible data breach' as defined in the Privacy Act, concerning Personal Information accessed or shared through this Agreement or the Platform.