Terms and Conditions

Welcome to PatientNotes! We provide a cloud-based platform (Platform) where health professionals can record consultations with their patients and generate draft consultation notes, referral letters and notes to patients.

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean PatientNotes Pty Ltd (ACN 669 870 875).

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: legal@patientnotes.app.

2. Privacy

1. We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available at https://patientnotes.app/privacy, and applicable Privacy Laws.
2. Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (Privacy Act) (as if it were an “APP entity” as defined in the Privacy Act) and any other applicable Privacy Laws that may apply to the use of the Platform. Each Party must not (and must procure that its personnel do not) do anything which may cause the other Party to be in breach of Privacy Laws.
3. With respect to any Personal Information that you have access to, or share with us (including via the Platform), you must:
   1. comply with all Privacy Laws;
   2. provide a privacy collection notification to your patients in order to:
      1. receive consent from your patient to record your consultation with them via the Platform;
      2. receive consent from your patient to share their Personal Information on the Platform; and
   3. only use the Personal Information in accordance with your patient's instructions and for the sole purpose for which it was disclosed.
4. We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
5. In respect of any Security Incident, you must (and procure that your personnel must):
   1. notify us within 2 business days of becoming aware of the Security Incident;
   2. comply with your obligations under Privacy Laws;
   3. provide us with all information we reasonably request;
   4. assist and fully cooperate with us, at your cost, in investigating and remedying the Security Incident; and
   5. take any other action, at your cost, that we reasonably deem necessary in connection with the Security Incident.

3. Our Services

1. We provide the following services to you:
   1. access to our Platform; and
   2. access to our troubleshooting support (Support Services),

   (collectively, our Services).

2. If you require Support Services, you may request these by getting in touch with us through our Platform.
3. Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
4. Our Services do not constitute, and are not a substitute for, medical or risk management advice.
5. We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.
6. Additional Services:  If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
7. Beta Services:  If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
8. Third Party Products or Services:  Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 3.7.

4. Intellectual Property and Data

1. We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data 

3. We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us. We may use Your Data (or disclose it to third party service providers) to:
   1. supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under these Terms;
   2. diagnose problems with our Services;
   3. improve, develop and protect our Services;
   4. send you information we think may be of interest to you based on your marketing preferences; or
   5. perform analytics for the purpose of remedying bugs or issues with our Platform.
4. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur on various networks.
5. All Recordings and Notes provided on the Platform will be stored for a maximum of 30 days. After 30 days, the Recording and Notes will be deleted or destroyed.
6. You are responsible for (meaning we are not liable for):
   1. the integrity of Your Data on your systems, networks or any device controlled by you; and
   2. backing up Your Data.
7. If you do not provide Your Data to us, it may impact your ability to receive our Services.

5. Warranties

1. You represent, warrant and agree that:
   1. you will comply with all applicable codes, laws, standards and regulations, including but not limited to:
      1. the Health Practitioner National Law;
      2. the Medical Board of Australia Code of Conduct; and
      3. any relevant State and Territory Health Records Acts;
   2. you hold all necessary licenses with relevant regulatory boards and/or authorities necessary to enable you to legally provide health advice to patients;
   3. you will promptly notify us of any changes to any of your Professional Registration Details;
   4. you will maintain all insurance policies which a reasonably prudent healthcare professional in your position would maintain, including but not limited to professional indemnity cover and public liability insurances;
   5. you are solely responsible for verifying the accuracy of any Notes generated by the Platform; and
   6. you are solely responsible for obtaining your patient’s consent to use the Platform during each consultation.

6. Confidential Information

1. While using our Services, you may share confidential information with us. We agree not to use your confidential information, and we will take reasonable steps to protect your confidential information from being disclosed without your permission, and you agree to do the same for our confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a "need-to-know basis" (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
2. However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

7. Account

1. You must sign up for an Account in order to access and use our Platform.
2. While you have an Account with us, you agree to:
   1. keep your information up-to-date (and ensure it remains true, accurate and complete);
   2. keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
   3. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
3. We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

8. Platform Licence

1. While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).
2. You must not:
   1. access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
   2. interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
   3. introduce any viruses or other malicious software code into our Platform;
   4. use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
   5. attempt to access any data or log into any server or account that you are not expressly authorised to access;
   6. use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
   7. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
   8. access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

9. Availability, Disruption and Downtime

1. While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
2. Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
3. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

10. Consumer Law Rights

1. In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.
2. If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

11. Liability

1. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:
   1. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems);
   2. your failure to verify the accuracy of any Notes generated by the Platform; or
   3. your failure to obtain consent to share a patient’s Personal Information with us, including via the Platform; or
   4. any use of our Services by a person or entity other than you.
2. Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:
   1. neither we or you are liable for any Consequential Loss;
   2. a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and
   3. our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if you do not have a Subscription, to AU$1,000.

12. Indemnity

1. Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
   1. any breach by you or your personnel of clauses 2, 5 or 6; or
   2. your failure to verify the accuracy of the Notes generated by the Platform in relation to a consultation.

13. Subscriptions

1. Once you have created your Account, you may choose a Subscription.
2. The Subscriptions we offer will be set out on our Platform, including details of each Subscription’s features and limitations, Subscription Fees and Subscription Periods.
3. During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).
4. Your Subscription can be upgraded or downgraded at any time through your Account. Any upgrades to your Subscription will take effect immediately (and you will be charged the difference between your current Subscription and your new Subscription on a pro-rata basis). Any downgrades to your Subscription will take effect from the beginning of the next Billing Cycle.
5. You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).
6. You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.
7. Cancellation: Your Subscription continues for the Subscription Period, and at the end of each Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will be automatically renewed for recurring monthly periods (each of which will be considered a Subscription Period). If you wish to cancel your Subscription, you may do so through your Account. Your cancellation will take effect at the end of your current Subscription Period, and your Subscription will not be renewed (meaning you will need to continue paying all Subscription Fees due up until your current Subscription Period ends).
8. Late Payments: If any Subscription Fees are not paid on time, we may:
   1. suspend your access our Services (including access to our Platform); and
   2. charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
9. Trial Periods: When you first sign up for an Account, we may offer you the option to try a Subscription out for free, for the period of time set out in our offer. At the end of this free trial, you will be to be charged the Subscription Fees for your chosen Subscription.
10. Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

14. Notice Regarding Apple

1. To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.
2. Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
3. If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
4. Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
5. Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
6. You agree to comply with any applicable third-party terms when using our mobile application.
7. Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
8. You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

15. Termination

1. We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:
   1. you fail to pay your Subscription Fees when they are due;
   2. you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
   3. you breach these Terms and that breach cannot be remedied or the breach is a material one; or
   4. you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
2. You may terminate these Terms if:
   1. we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
   2. we breach these Terms and that breach cannot be remedied, and

   if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

3. You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 16.8), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.
4. Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.
5. Termination of these Terms will not affect any other rights or liabilities that we or you may have.

16. General

1. Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
2. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
   If the Dispute is not resolved at that initial meeting:
   1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
   2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Melbourne, Victoria, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
3. Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
4. Governing law: These Terms are governed by the laws of Victoria, and any matter relating to these Terms is to be determined exclusively by the courts in Victoria and any courts entitled to hear appeals from those courts.
5. Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
6. Marketing: You agree that we may send you electronic marketing communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
7. Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
8. Notices: Any notice you send to us must be sent to legal@patientnotes.app. Any notice we send to you will be sent to the email address registered against your Account.
9. Publicity: You agree that, subject to your prior written consent, we may advertise or publicise the fact you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.
10. Survival: Clauses 1 to 15 will survive the termination or expiry of these Terms.
11. Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.

17. Definitions

1. In these Terms:

   Account means an account accessible to the individual or entity who signed up to our Services.

   Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

   Health Practitioner National Law means the legislation that was enacted in each state and territory of Australia, being the Health Practitioner Regulation National Law (Victoria) Act 2009 in Victoria.

   Health Records Act means the relevant state and territory legislation which establishes a framework to protect the privacy of individuals’ health information, being the Health Records Act 2001 (Vic) in Victoria.

   Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

   Medical Board of Australia Code of Conduct means the code of conduct established by the Australian Medical Association which establishes the professional standards of doctors.

   Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

   Platform means our cloud-based platform, available at https://patientnotes.app/.

   Privacy Laws means the Privacy Act 1988 (Cth), any applicable Health Records Act and any other applicable laws relating to privacy.

   Security Incident means the actual or likely occurrence of any of the following in respect of the Personal information that you (or your personnel) receive or have access to in connection with this Agreement, or otherwise share on the Platform:

   1. a breach by you (or your personnel) of clause 2.2 or 2.3;
   2. an ‘eligible data breach’ (as that term is defined in the Privacy Act) caused or contributed to by you (or your personnel).

   Services means the services we provide to you, as detailed in clause 3.1.

   Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.

   Subscription Fees means the fees you pay to us to access your chosen Subscription.

   Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).

   Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Recordings, Notes, and Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.