PRACTITIONER PORTAL TERMS OF SERVICE

1. Prevento Pty Ltd (ACN 674 487 953) (“Prevento”, “we”, “us”, “our” and other similar grammatical forms) provides access to an online portal hosted at www.prevento.com.au (the “Portal”) for independent practitioners (“Authorised Practitioners”). Our Portal connects Authorised Practitioners (“you”, “your” and other similar grammatical forms) with Authorised Patients in order for to deliver Healthcare Services to your patients pursuant to the terms of a Support Services Agreement with us.
2. As an Authorised Practitioner, you will comply with the terms on this Portal Terms of Service (“Terms”). As an Independent Practitioner, you will exercise your own independent professional and clinical judgement in accordance with the Support Services Agreement for the purposes of delivering Healthcare Services to your patients through the Online Infrastructure.

YOUR AGREEMENT

Compliance Terms

3. These Terms constitute a legally binding agreement for Independent Practitioners accessing and using the Portal. You understand that by:

1. holding a current Support Services Agreement with us;
2. registering an account with us;
3. providing your bank details; and
4. accessing and using the Portal,

you are agreeing to be legally bound by these Terms. If you do not accept these Terms in their entirety, then you may not access or use the Portal. If you agree to these Terms on behalf of any person (e.g. as a company), then you represent and warrant that you have the authority to bind that person to these Terms and that your agreement to these terms will be treated as the agreement of that person. Under this arrangement, all references to “you” and “your” will also apply to that person.

Interdependency

4. Compliance with the Terms is mandatory for access to, and use of, the Online Infrastructure.

5. A breach of any of the Terms for use of this Portal may constitute a breach of other terms related to the use of the Online Infrastructure (including but not limited to any third party terms associated with the interoperability of the Online Infrastructure with other systems) and/or the Support Services Agreement.

ACCESSING AND USING THE PORTAL

User Information and Safety

6. All Independent Practitioner identity information associated with an Account will be validated by information at any time by any reasonable means, including by any background checks and the provision of personal information.
7. User safety is a primary focus for Prevento; however, we cannot guarantee safety at all times and under every circumstance. These are the steps we take and the conditions you agree to for safe and proper use of the Portal by all users (including you):

1. You have a current Support Services Agreement with us.
2. You acknowledge and agree that by creating an Account, your user name and any profile picture (if provided) will be visible to authorised patients who also have access to the Portal..
3. You agree and acknowledge that you will:

1. be honest, courteous and respectful in all your dealings with us and all other authorised users;
2. use your own good judgement when accessing, creating or posting information or documents on the Portal;
3. use all precautions when using the Portal to ensure that you are not exposing yourself to viruses or other malicious code;
4. not engage in any unsound, unethical, defamatory or improper conduct;
5. provide full and correct information to us, and provide truthful explanations to us, in all matters relating to these Terms;
6. ensure at all times that your conduct does not bring any discredit on us or cause any nuisance or disruption to us or any authorised users;
7. immediately notify us if you become aware of any misuse of the Portal or any breach of these Terms.

8. You further agree and acknowledge that you will not:

1. use the Portal in a manner or for a purpose which is improper, immoral or fraudulent, which infringes any person’s rights (including intellectual property rights or privacy rights), violates these Terms, or which restricts or interferes with the lawful provision of the Portal to any authorised user;
2. use the Portal for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive or defamatory nature;
3. upload viruses or other malicious code or content that can be accessed by us or by authorised users;
4. solicit login information or access an Account belonging to someone else;
5. upload any content that is criminal or pornographic in nature or in breach of the civil rights of any individual, or otherwise bully, intimidate, or harass any authorised user or any other person;
6. facilitate or encourage any of the above or any other violations of these Terms; or
7. create any “links” to any part of the Portal, or “frame” or “mirror” any content contained in, or accessible through, the Portal, on any server or internet-based device without our prior written consent. Other than as provided by the Portal, you may not use any data mining, screen scraping or similar software or other data gathering, analysis or extraction tools or processes on the Website, except with our prior written consent.

9. Failure to abide by these Terms may lead to termination of your Account.

Delivery of Healthcare Services

10. As part of your use of the Portal, we may connect you with Authorised Patients so that you can provide them with your Healthcare Services.
11. The nature of the delivery of the Healthcare Services is consistent with the terms of your Support Services Agreement.
12. You may use the Portal to connect with Authorised Patients to:

1. attend online or telehealth appointments;
2. attend home-visits or other locations for face-to-face consultations; or
3. use any other Portal features we introduce that connects you to an Authorised Patient.

13. Where you determine that an Authorised Patient requires further specialised healthcare services, you may refer the Authorised Person to a healthcare specialist of your choice.

Fees for Authorised Practitioner Access and Use

14. Payment of the services fee as confirmed within the Support Services Agreement is necessary to maintain your Account and use the Portal.
15. Failure to pay the services fees when they become due and payable may result in termination of access.

Fees Payable by Authorised Patients

16. You are solely responsible for the fees you set for your Healthcare Services.
17. All fees received for the Healthcare Services you render will be deposited to your bank account without deduction.
18. Authorised Patients will be required to pay your fees in accordance with the terms of the Support Services Agreement and functionality of the Online Infrastructure.
19. In accordance with the Support Services Agreement, you appoint us to act as your agent in relation to:

1. issuing invoices on your behalf, as instructed by you, in respect of all Healthcare Services you render;
2. directing the Authorised Patient’s payment to your bank account for payment of your fees through (but not limited to) Stripe, ECLIPSE or Tyro / HICPAS (as the case may be from time to time); and
3. issuing receipts in your name in respect of those invoices.

Privacy and Security

20. Please refer to our privacy policy for how we collect, use and protect your Personal Information when you use our Portal.
21. You must use your own reasonable efforts to safeguard the security of any username and password information that you enter or that we provide to you in connection with the Portal. You must not disclose the username or password to any third party. We will be entitled to treat any use of, or action taken using, such password on the Portal as being made or authorised by you. You must not allow any third party to perform any action under or through your Account, and you remain entirely responsible for any and all activities that occur on the Portal or otherwise under your login name.
22. You agree to immediately notify us if you become aware of any unauthorised use of your Account, your login name or any other breach of security known to you. You must use our Portal only in accordance with these Terms.

Limitation of Liability for Third Party Reference and Links

23. Our Portal contains references to third parties and links to sites on the internet owned and operated by third parties which are not under our control. We are not affiliated or associated with, or endorsed by, any third party referenced on our Portal. You must not rely on any reference to a third party on our Portal in connection with the accuracy, truthfulness, usefulness, reliability or integrity of any information contained on our Portal in relation to any third party.
24. To the maximum extent permitted by law, we disclaim any and all warranties, guarantees or representations (either express or implied) contained on the Portal about:

1. the accuracy, reliability, completeness, usefulness, timeliness or otherwise of any information contained or referred to on the Portal as they relate to third parties; and
2. the merchantability or fitness for any particular purpose for any goods or services provided by any third party.

25. Any information we make available to you through links to third party sites on the internet is provided by third parties and does not originate from us. We do not independently verify the information provided by third parties, including information provided by any Authorised User, and pass on information to you with no representation or warranty regarding the accuracy, truthfulness, usefulness, reliability or integrity of any information that has not expressly originated from us.
26. In relation to the other sites on the internet, which are linked on the Portal, we:

1. provide the links to other sites as a convenience to you and the existence of a link to other sites does not imply any endorsement by us of the contents of the linked site; and
2. are not responsible for the material contained on those linked sites and do not accept any liability whatsoever arising from your use of those linked sites.

Limitation of Liability and Intellectual Property Rights

Our Portal

27. You acknowledge and agree that Prevento or our affiliates own all rights, title and interest, including intellectual property rights and moral rights (“IP Rights”) in the Portal and that nothing in these Terms has the effect of, or should be construed as having the effect of, passing ownership of any of our IP Rights, or those of any third party, relating to, or in any way connected with, the Portal, to you or any other person whatsoever.
28. You further acknowledge and agree that we at all times retain ownership of all IP Rights created by or for us (whether or not related to the Portal and whether created before or after the commencement of this agreement) and, to the extent that any such IP Rights vest in you (by operation of law or otherwise), you hereby irrevocably assign, transfer and dispose of all such IP Rights to us with effect immediately upon such rights arising or vesting in you (as the case may be).
29. You must not knowingly do any act or thing in relation to data which would infringe any third party’s IP Rights. You are solely responsible for obtaining any consent, approval, authority or licence from the holders of any IP Rights required to enable you to deal with any relevant data or to do any act or thing in relation to those IP Rights.
30. Upon Authorised registration to our Portal, we grant you a limited, non-exclusive, non-transferable, non-sublicenceable, revocable right to access and use the Portal solely in accordance with these Terms.
31. You may download material from the Portal for your use provided you do not remove any copyright and trade mark notices contained on the material. You are not permitted to copy, modify, reproduce, distribute, sell, or lease any part of our Portal. You are not permitted to reverse engineer or attempt to extract the source code of any software on our Portal.

User Submitted Content

32. Authorised Patients may submit content through the Online Infrastructure that is made available for access to you through the Portal. To the maximum extent permitted by law, we:

1. disclaim any and all warranties, guarantees or representations (either express or implied) contained on the Portal about the accuracy, reliability, completeness, usefulness, timeliness or otherwise of any information or documentation submitted by Authorised Patients; and
2. are not responsible for the content submitted by Authorised Patients and do not accept any liability whatsoever arising from your use of such content.

33. The Healthcare Services provided by you through our Portal will allow you to submit content, including but not limited to clinical records in connection with Authorised Patients.
34. For any clinical records you create, your rights and our rights related to those records are determined in accordance with the terms of the Support Services Agreement in addition to these Terms. Where there is any conflict, the terms of the Support Services Agreement will prevail.
35. You guarantee and warrant that you have obtained any relevant consents, including from Authorised Patients, which may be required under applicable privacy legislation for the use and disclosure of such information to us (and you indemnify us from any damages, costs, losses or liabilities which may arise from our use of the content you submit).
36. You are prohibited from uploading, posting, or otherwise distributing through the Portal any content which may violate another party's Intellectual Property rights.
37. By submitting content to our Portal, you represent that:

1. you own the copyrights to the content you create, or have you express or implied permission from third parties (including but not limited to Authorised Patients, other Authorised Practitioners and third party healthcare specialists in connection with patient continuity of care) to use and upload the content;
2. your uploading of the content will not violate any law, regulation, or ethics code;
3. uploading the content will not violate our Terms.

38. If we receive a valid copyright infringement notice from a third party, we reserve the right to:

1. remove or disable access to the infringing content;
2. notify you of the infringement that we have removed or disabled access to the applicable content; and
3. terminate your access to the Portal if you are a repeat offender.

39. By submitting any information or other material on our Portal that is not in breach of any third party Intellectual Property, you grant to us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide licence to do the following in respect of the information or material:

1. for the purpose of complying with our obligations under, and to permit you to comply with all of your obligations under, these Terms;
2. use, copy, sublicence, redistribute, edit, adapt, transmit, publish and/or broadcast, publicly perform or display; and
3. sublicence to any third parties the unrestricted right to exercise any of the rights granted, provided that, where such use is not for the purpose of complying with these Terms, all personal information will be removed from the information and materials before such information and/or materials is made available to any other person.

40. You agree that the licence provided to us includes the right to exploit all proprietary rights in that information or other material including but not limited to rights under copyright, trade mark, service mark or patent laws under any jurisdiction worldwide.
41. You unconditionally and irrevocably consent to all acts and omissions by us, or people authorised by us, which would otherwise amount to an infringement of your moral rights in that information or other material.
42. At our request and expense, you will execute and deliver to us such instruments and take such other actions as may be required to give full legal effect to this grant of licence and consent.
43. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any information or materials you upload to or through the Website. You expressly release us and our agents, partners, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to your posting of information or materials.
44. You are liable for any content you upload, transmit or otherwise submit to or communicate via the Portal. If we receive any notice of alleged infringement of Intellectual Property by you, then you indemnify us against any loss or harm whatsoever that we may suffer as a result. We reserve the right to take any further actions in response, including removing the relevant content from the Portal and / or terminating your access to the Portal.

Termination of Access

Cancellation by Prevento

45. We reserve the right from time to time to immediately alter, interrupt, suspend, or terminate your right to access the whole or any part of the Portal, including access to your appointments, at any time in our sole discretion and without giving any explanation, justification or notice for the termination of access.
46. Without limiting our rights above, we may also immediately terminate your right to access the whole or any part of the Online Infrastructure without any notice to you if you are in breach of these Terms at any time.
47. On termination, you will remain liable for any charges or fees incurred as a result of your access and use of the Portal.
48. You agree that we will not be liable for any costs, losses or damages of any kind that may arise from any such interruption, suspension, termination or alteration pursuant to these Terms.
49. If we terminate your access, you agree not to continue to use or access the Portal, including under a different account, or reregister under a new account.
50. Termination does not affect any accrued rights or liabilities of either you or us, nor does it affect any provision which is expressly or by implication intended to operate after termination.

Cancellation by Independent Practitioners

51. For cancellation of your Account, please refer to your Support Services Agreement. Upon termination of your Support Services Agreement, your Account to the Portal will be automatically terminated.
52. For the purposes of continuity of care for Authorised Patients, you may contact us pursuant to the terms of the Support Services Agreement to facilitate suitable arrangements.

Portal Availability

53. We will use our best endeavours to ensure that the Portal is accessible on a continuous basis, 24 hours a day, seven days a week. However, we may, without notice, suspend all or part of any access to the Portal immediately, including where:

1. there is a malfunction or breakdown of any of our equipment or if we are required to undertake the repair, maintenance or service of any part of the Portal;
2. it is reasonably required to reduce or prevent fraud or interference with the Portal;
3. we are required to comply with an order, instruction or request of a government authority, or other such competent body; or
4. we are otherwise prevented from making the Portal available by circumstances outside our reasonable control.

54. You acknowledge and agree that access to the Portal is reliant upon various factors outside our control, including, without limitation, you meeting the minimum technical requirements of the Portal, your internet service provider or telecommunications provider, the speed and bandwidth of your internet connection, the equipment or devices which you use to access and use the portal, our hosting and web server (to the extent that we engage third party contractors) and other factors which may impact upon the delivery of the portal to you via the internet.
55. While we will use all reasonable endeavours to ensure that you have continuous access to the Portal, we will not be liable to you or any other person for any loss to property or persons caused by such factors.
56. We reserve the right to restrict or remove access to the Portal for the purpose of undertaking maintenance and updating of the Portal.
57. We do not warrant that any part of the Portal is or will be completely error free or free of defects. Certain parts of the Portal may be made available on an “alpha” or “beta” basis for testing purposes prior to full release and may be withdrawn or removed at any time by us without notice to you. We may not identify which parts of the Portal are released on such an “alpha” or “beta” basis. We are not responsible for any loss to property or persons incurred as a result of the use by any person of any parts of the Portal which are released on an “alpha” or “beta” basis.

DISCLAIMER

58. The Portal is delivered on an “as is” and “as available” basis. In this context, we do not warrant that the Portal will be error-free or uninterrupted.
59. Whilst all due care has been taken in providing the Portal, to the greatest extent permitted by law:

1. we do not provide any warranty either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose; and
2. any condition, guarantee, or warranty which would otherwise be implied into these terms and conditions is excluded.

60. All due care is taken in ensuring that the Portal is free of any virus, worm, Trojan horse and/or malware, however we are not responsible for any damage to your computer system or device which arises in connection with your use of the Portal or any third party link.
61. We undertake to take all due care with any information which you may provide when accessing the Portal and to preserve such information in a secure manner in accordance with our privacy policy. We, however, do not warrant and cannot ensure the security of any information which you may provide and information you transmit to the Portal is entirely at your own risk.
62. We provide no warranty as to the accuracy or currency of account information or other information or data uploaded to the Portal by any Authorised Patient, Authorised Practitioner or any other person.
63. From time to time, we may host third party content on the Portal such as advertisements and endorsements. Responsibility for the content of such material rests with those third parties and we are not responsible for any errors or omissions in such material or any damage caused either directly or indirectly by them.

LIMITATION OF LIABILITY

64. You acknowledge and agree that, to the greatest extent permitted by law:

1. Your access and use the Portal and the Online Infrastructure at your own risk and expense.
2. You are solely liable for your own acts, omissions and negligence.
3. We are not liable for any loss to property or persons as a result of, whether directly or indirectly:

1. any wilful act, omission or neglect by you;
2. your use, non-use or misuse of the Portal;
3. the use, non-use or misuse of the Portal by any other person;
4. any infringement of any third party’s IP Rights;
5. your breach of these Terms;
6. any Healthcare Services provided by you through the Portal.

65. You further acknowledge and agree that, to the greatest extent permitted by law:

1. you (and your employees, contractors and agents) are solely responsible for your own actions, omissions and negligence;
2. all Authorised Practitioners and Authorised Patients are solely responsible for your own actions, omissions and negligence; and
3. if you suffer any loss because of your own actions, omissions and negligence (or those of your employees, contractors and agents) or the actions, omissions and negligence of any Authorised Patient or Independent Practitioner, you agree not to take any action against us whatsoever.

66. You otherwise acknowledge and agree that unavailability of the Portal or restricted access to the Portal does not prevent you from providing healthcare.

INDEMNITY AND RELEASE

67. To the greatest extent permitted by law, you will at all times indemnify and keep indemnified us and our respective officers, employees, contractors, agents and representatives from and against any and all loss (including legal costs and expenses on a solicitor and own client basis) incurred by any of those indemnified arising from any action, claim, demand, suit, action or proceeding by any person against any of those indemnified where such loss arose out of, in connection with, or in respect of your:

1. use, non-use or misuse of the Portal;
2. breach of these Term; and
3. conduct (whether personal or professional or clinical) with Authorised Patients to whom you provide Healthcare Services.  

68. You release us and our respective officers, employees, contractors, agents and representatives from all liability in relation to the matters described in this clause.

GENERAL

Alteration to Terms

69. We reserve the right to modify, permanently or temporarily disable, or discontinue any part of the Portal and to alter, amend or withdraw any part of these Terms. Our privacy policy is available at http://staging.prevento.com.au/privacy-policy/, or any information or material appearing on the Portal at any time, without liability or further notice to you. Your continued use of the Portal will constitute an automatic acceptance of any alterations, withdrawals or amendments made by us.

No Waiver

70. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorised representative of each party.

Assignability

71. You may assign your rights or obligations under these Terms to a third party only with our prior written consent. You acknowledge and agree that Prevento may assign its rights and obligations under these Terms to a third party without your consent.

Severability

72. To the extent that any part of these Terms are held to be illegal, invalid, or unenforceable in whole or in part under applicable law, then that part (or any part of it) will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.
73. The illegality, invalidity, or unenforceability of any such part in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction.

Applicable law

74. These Terms will be governed by and interpreted in accordance with the laws of Victoria, Australia, and without giving effect to any principles of conflicts of laws to the maximum extent permitted by law.
75. You agree to the jurisdiction of the courts of Victoria, Australia to determine any dispute arising out of these Terms.

Notices

76. Each Authorised Practitioner must provide and maintain valid and current contact details on the Portal.
77. You consent for us to use the following methods to send you notices in connection with these Terms via electronic means based on your contact details.
78. You may send notices to us at info@prevento.com.au.
79. An email sent will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.

DEFINITIONS

• Account means the right of a person to access and use the Portal.
• Authorised Patient means a person who has been validated to hold an Account on the Portal in the name of that person to receive Healthcare Services from Authorised Practitioners.
• Authorised Practitioner means an Independent Practitioner who has been validated to hold an Account on the Portal for delivery of Healthcare Services to Authorised Patients.
• Healthcare Services means the healthcare services provided by an Independent Practitioner to an Authorised User (whether for a fee or not).
• Independent Practitioner means a doctor, nurse, allied health professional or any other qualified Australian healthcare provider that has a current support services agreement with Prevento, holds an Account and provides Healthcare Services to Authorised Patients.
• Intellectual Property means any and all intellectual property rights (whether statutory, common law or otherwise), including all rights in inventions, patents, patent applications, utility models, copyright (including future copyright), trade marks, logos and design marks, service marks, trade names, business names, brand names, designs, know how, trade secrets and rights in confidential information, domain names, other names and locators associated with the world wide web, internet addresses, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same.
• Online Infrastructure has the meaning given in the Support Services Agreement and for avoidance of doubt includes, but is not limited to, the Portal.
• Personal Information has the meaning in the Australian Privacy Act 1988 (Cth) as amended.
• Portal means the Portal accessible by Authorised Practitioners and all associated software, apps, files, emails, SMS, pictures, data, hardware, technology, business systems and processes and other resources.
• Support Services Agreement means the support services agreement between the Independent Practitioner and us for the Independent Practitioner to deliver healthcare services to their patients via the Online Infrastructure.
• Website means the website located at www.prevento.com.au and all other related domains and subdomains.