1.1    Specialistpoint, at this time, permits the Australian medical professional free access to the Service. 

 

1.2    The Subscriber must:

 

(a)     not use the Service on behalf of, or to provide services to, third parties;

 

(b)     not resupply the Data or any other material accessed through the Service to any third party; and

 

(c)     keep the Subscriber's password to the Service secure, and not permit any person other than the Nominated Person to log into the Service using the Subscriber's password.

 

1.3    The Subscriber acknowledges nothing in this agreement is intended to give the Subscriber any Intellectual Property Rights in material accessed through the Service (including without limitation the Data) or any other Intellectual Property Rights of Specialistpoint.

 

1.4    The Subscriber acknowledges and agrees that:

 

(a)     the Data may not be error free, and Specialistpoint makes no representation and gives no warranty that the Service will contain any particular data, function in any particular way be or available at any particular time; and

 

(b)     the Service may not be available from time to time.  

 

1.5    The Subscriber authorises Specialistpoint to monitor the Subscriber's use of the Service and to use information relating to the Subscriber's use of the Service to market products or services to the Subscriber.

 

1.6    Specialistpoint makes no representation and gives no warranty that use of the Service will not infringe the Intellectual Property Rights of any third party.

 

1.7    If the Subscriber forms a group of Subscribers on the Website, the Subscriber:

 

(a)     must not list a particular practitioner as a member of that group without the permission of that practitioner; and

 

(b)     acknowledges that only the group owner and a nominated administrator will be able to change the group's information.

 

1.8    The Subscriber must ensure that all information entered by the Supplier into the Service is complete and accurate at all times during the Term.  

 

2.1    The Subscriber grants Specialistpoint a non-exclusive, global, transferable licence (including the right to sublicense) to use and modify the Subscriber Material, including to provide the Subscriber Material to third parties through the Service.

 

2.2    The Subscriber represents and warrants, and it is a condition of this agreement that:

 

(a)     the Subscriber has all necessary consents (including without limitation consents required by thePrivacy Act 1988(Cth)) to provide Specialistpoint with the Subscriber Material;

 

(b)     exercise of the rights contemplated by clause 2.1 will not infringe the Intellectual Property Rights of any third party; and

 

(c)     the Subscriber Material will be complete and accurate.  

 

3.1   Specialistpoint grants Australian medical professionals free access to Specialistpoint at this point in time, but reserves the right to introduce Fee structure changes in the future.

 

3.2    Specialistpoint may, at its discretion, decide to change the fee structure. The new Fee structure would be published on the Website. Registered Users would be given the opportunity to continue registration on Specialistpoint.

 

3.3    If in Specialistpoint's view, the Subscriber is performing an unacceptably high volume of searches on the Service, Specialistpoint may increase the Fees for the Subscriber by notice in writing to the Subscriber.

 

4.1    This agreement commences on the date the Subscriber first accesses the Service and continues for the Initial Period and each Rollover Period until terminated under this clause 4.

 

4.2    Each party may terminate this agreement on expiration of a Rollover Period by written notice to other party by at least 30 days prior to the expiration of the Initial Period or that Rollover Period.

 

4.3    If a party commits a material breach of this agreement and fails to remedy that breach within 30 days of receiving notice from the other party requiring it to do so, then the other party may terminate this agreement by written notice to the party in breach, in which case this agreement will terminate immediately.

 

4.4    The Subscriber expressly waives any rights it may have to terminate this agreement except as contemplated by clause 4.2.

 

4.5    Specialistpoint may suspend the Subscriber's access to the Service from time to time, including without limitation if Specialistpoint suspects that the Subscriber is in breach of this agreement.

 

4.6    The Subscriber acknowledges that Specialistpoint may terminate this agreement under this clause 4 without considering the impact of the termination on the Subscriber.

 

4.7    On termination of this agreement:

 

(a)     the Subscriber must not access the Service;

 

(b)     accrued rights or remedies of a party are not affected; and

 

(c)     no refund will be payable by Specialistpoint to the Subscriber for any Fees or other amounts paid in advance.

 

4.8    Clauses 2, 5 and 8 survive termination of this agreement.

 

5.1    Subject to clauses 5.5 and 5.7 any liability of Specialistpoint for any loss or damage, however caused (including, without limitation, by the negligence of Specialistpoint), suffered by the Subscriber in connection with this agreement is limited at the election of Specialistpoint, to:

 

(a)     $100; or

 

(b)     if the loss or damage relates to the particular services, resupply of those services.

 

5.2    Specialist point is not liable for any loss or damage, however caused (including without limitation by the negligence of Specialistpoint) suffered by the Subscriber in connection with any inaccuracy in the Data or any advertisement on the Website.

 

5.3    The limitation set out in clause 5.1 is an aggregate limit for all claims, whenever made.

 

5.4    For clarity, and without limiting clauses 5.1 and 5.2, the parties agree that clauses 5.1 and 5.2 are to apply in connection with a breach of this agreement, anticipated breach of this agreement or other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.

 

5.5    Subject to clause 5.7, Specialistpoint is not liable for any Consequential Loss however caused (including, without limitation, by the negligence of Specialistpoint) suffered or incurred by the Subscriber in connection with this agreement. 

 

5.6    Except as contemplated by clause 5.7, nothing in this agreement is intended to limit any rights of the Subscriber under theCompetition and Consumer Act 2010(Cth).

 

5.7    If theCompetition and Consumer Act 2010(Cth) or any other legislation provides that there is a guarantee in relation to any good or service supplied by Specialistpoint in connection with this agreement and Specialistpoint's liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 1.4, 5.1, 5.5 and 5.8 do not apply to that liability and instead Specialistpoint's liability for such failure is limited to (at Specialistpoint's election):

 

(a)     in the case of a supply of goods, Specialistpoint replacing the goods or supplying equivalent goods, repairing the goods, paying the cost of replacing the goods or of acquiring equivalent goods, or paying the cost of having the goods repaired; or

 

(b)     in the case of a supply of services, Specialistpoint supplying the services again or paying the cost of having the services supplied again.

 

5.8    Subject to clause 5.6, the Subscriber is liable for, and indemnifies Specialistpoint from and against, all loss or damage (including, without limitation, legal costs) however caused suffered or incurred by Specialistpoint in connection with:

 

(a)     any claim or allegation by a third party that exercise of the rights contemplated by clause 2.1 infringes the Intellectual Property Rights or other rights of any third party;

 

(b)     any breach of this agreement by Specialistpoint;

 

(c)     any breach of this agreement by the Subscriber;

 

(d)     any act or omission of the Subscriber, including, without limitation, any illegal or negligent act or omission of the Subscriber;

 

(e)     any claim or threatened claim by a third party against Specialistpoint in connection with the use by the Subscriber of the Website or the Data;

 

(f)     any exercise of the Subscriber's rights under this agreement; or

 

(g)     any act or omission of the Subscriber or any person acting or purporting to act on behalf of the Subscriber.

 

5.9    Each indemnity contained in this agreement is a continuing obligation notwithstanding:

 

(a)     any settlement of account; or

 

(b)     the occurrence of any other thing,

 

and it is not necessary for Specialistpoint to incur expense or make payment before enforcing or making a claim under an indemnity.

The Subscriber comply with the Social Media Guidelines in its use of the Blog and must not post any material on the Blog:

 

(a)     that is defamatory;

 

(b)     that relates to an individual patient (including without limitation information from which a patient may be identified); or

 

(c)     that is illegal, offensive or may harass another person.

 

The Subscriber must:

 

(a)     not conduct any data mining in connection with the Service;

 

(b)     use the Service in accordance with any acceptable use policies notified by Specialistpoint to the Subscriber from time to time;

 

(c)     not access the Service for the purpose of creating a website similar to the Website;

 

(d)     not use the Service as a substitute for an equivalent paper-based system;

 

(e)     not attempt to access any part of the Website that is restricted by privacy settings, or for which the Subscriber has not paid the relevant Fees;

 

(f)     not rely on the Data, and must verify the Data by reference to an independent source before making a decision on the basis of the Data;

 

(g)      comply with all applicable laws and ensure that its employees, agents and independent contractors comply with all applicable laws when using the Service; and

 

(h)     without limiting clause 7(g), not use the Service for an anticompetitive purpose in contravention of theCompetition and Consumer Act 2010(Cth).

 

7.2    The Subscriber acknowledges that Specialispoint does not endorse and is not responsible for the content of any advertisements displayed on the Website.

 

7.3    The Subscriber must keep all material accessed through the Service confidential (including without limitation the Data) and not disclose any material accessed through the Service to a third party without the prior written consent of Specialistpoint unless required by law. 

 

8.1    The Subscriber must allow Specialistpoint or its nominated representatives to access, inspect and copy the Subscriber's relevant records, documents and equipment,

 

to verify the Subscriber's compliance with this agreement at the times required by Specialistpoint from time to time.

8.2    For the purposes of complying with clause 8.1, the Subscriber must promptly give Specialistpoint, or Specialistpoint's authorised representatives, any assistance they require.

 

8.3    If the inspection or verification contemplated by clause 8 reveals the Subscriber has failed to comply with this agreement then:

 

(a)     Specialistpoint's costs in connection with that inspection or verification must be paid by the Subscriber; and

 

(b)     any amounts including the Fees which have been underpaid by the Subscriber must be immediately paid to Specialistpoint by the Subscriber together with the applicable Interest.

 

9.1    Each party must meet or pay its own legal costs and disbursements in respect of the preparation, negotiation and execution of this agreement.

 

9.2    The Subscriber must pay all stamp duty (including penalties and interest) assessed or payable in connection with this agreement.

 

9.3    The Subscriber is responsible for and must pay all taxes, duties and government charges imposed or levied in Australia or overseas in connection with the performance of this agreement.

 

9.4    If a Supply made under or in connection with this agreement is a Taxable Supply, then at or before the time the consideration for the Supply is payable:

 

(a)     the Recipient must pay the Supplier an amount equal to the GST for the Supply (in addition to the consideration otherwise payable under this agreement for that Supply); and

 

(b)     the Supplier must give the Recipient a Tax Invoice for the Supply.

 

9.5    For clarity, the GST payable under clause 9.4 is correspondingly increased or decreased by any subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused.

 

9.6    Where a Supply made under or in connection with this agreement is a Progressive or Periodic Supply, clause 9.4 applies to each component of the Progressive or Periodic Supply as if it were a separate Supply.

 

9.7    Capitalised terms used in this clause 8 that are not defined in this agreement have the meaning given in theNew Tax System (Goods and Services Tax) Act 1999 (Cth).

 

10.1  This clause 10 applies to any dispute which arises between the Subscriber and Specialistpoint in connection with this agreement.

 

10.2  If either the Subscriber or Specialistpoint considers that a Dispute has arisen, it may issue a notice to the other party, setting out reasonable particulars of the matters in dispute.

 

10.3  Subject to clause 10.7, the Subscriber and Specialistpoint must not commence or maintain any action or proceeding in any court, tribunal or otherwise regarding a Dispute without first giving a Dispute Notice and complying with the provisions of this clause 10.

 

10.4  The Subscriber and Specialistpoint must promptly hold discussions between representatives of each party after the issue of a Dispute Notice to attempt to resolve the Dispute.

 

10.5  If the Dispute has not been resolved one week after commencement of First Level Discussions, the Subscriber and Specialistpoint must attempt to resolve the Dispute by holding discussions between a senior executive of the Subscriber and a senior executive of Specialistpoint.

 

10.6  If the Dispute has not been resolved within two weeks after commencement of Second Level Discussions, either party may pursue its rights and remedies under this agreement as it sees fit.

 

10.7  Notwithstanding anything in this clause 10, a party may at any time commence court proceedings in relation to a dispute or claim arising in connection with this agreement where that party seeks urgent interlocutory relief.

 

Specialistpoint will not be:

11.1  in breach of this agreement as a result of; or

 

11.2  liable for,

 

any failure or delay in the performance of its obligations under this agreement to the extent that such failure or delay is wholly or partially caused, directly or indirectly, by a Force Majeure Event or any act or omission of the Subscriber.

12.1  This agreement is subject to the laws of Queensland and the Commonwealth of Australia.

 

12.2  The parties irrevocably submit to the non-exclusive jurisdiction of the courts ofQueensland.

 

12.3  A notice under this agreement may be given by email.

 

12.4  In the interpretation of this document, no rule of construction applies to the disadvantage of the party preparing the document on the basis that it put forward this document or any part of it.

 

12.5  The Subscriber must not assign, in whole or in part, or novate the Subscriber's rights and obligations under this agreement without the prior written consent of Specialistpoint.

 

12.6  Specialistpoint may amend this agreement from time to time by making the amended terms available on the Website.

 

12.7  Specialistpoint may assign Specialistpoint's interest under this agreement.

 

12.8  Each provision of this agreement will be read and construed as a separate and severable provision or part and if any provision is void or otherwise unenforceable for any reason then that provision will be severed and the remainder will be read and construed as if the severable provision had never existed.

 

12.9  This agreement represents the parties' entire agreement, and supersedes all prior representations, communications, agreements, statements and understandings, whether oral or in writing, relating to its subject matter.

 

12.10 Where this agreement contemplates that Specialistpoint may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, Specialistpoint may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to give reasons or act reasonably unless this agreement expressly requires otherwise.

 

In this document:

Term	Definition
Blog	means the blog available through use of the Service.
Consequential Loss	means indirect loss, loss of revenues, loss of reputation, loss of data, loss of profits, consequential loss, loss of actual or anticipated savings, loss of bargain, lost opportunities, including, without limitation, opportunities to enter into arrangements with third parties and loss or damage in connection with claims against the Subscriber by third parties.
Data	means information obtained by the Subscriber through the Service.
Dispute	means a dispute referred to in clause 10.1.
Dispute Notice	means a dispute notice contemplated by clause 10.2.
Fees	means the fees specified on the Order Form.
First Level Discussions	means the discussions contemplated by clause 10.4.
Force Majeure Event	means any occurrence or omission outside a party's control and: (a)         a physical natural disaster including fire, flood, lightning or earthquake; (b)         war or other state of armed hostilities (whether war is declared or not), insurrection, riot, civil commotion, act of public enemies, national emergency (whether in fact or in law) or declaration of martial law; (c)          epidemic or quarantine restriction; (d)         failure of a third party service provider (including without limiting a third party hosting the Website); (e)         ionising radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; (f)          confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government agency; (g)         law taking effect after the date of this agreement; and (h)         strike, lock-out, stoppage, labour dispute or shortage including industrial disputes that are specific to a party or the party's subcontractors.
Initial Period	means one calendar month or such other period agreed between the parties commencing on the date the Member first accesses the Services.
Interest	means interest on any payment owing under this agreement calculated: (a)         at the rate which is 2% in excess of the published Australia and New Zealand Banking Group Limited variable interest rate for personal loans or, if lower, the maximum rate permitted by applicable law; and (b)         daily from the date on which such payment was due to the date on which the payment is made (both inclusive) including the relevant interest.
Intellectual Property Rights	means all industrial and intellectual property rights, both in Australia and throughout the world, including, without limitation, any copyright, trade or service marks, patents, registered and unregistered trade marks, registered designs, trade secrets, knowhow, moral rights, rights in relation to semiconductors and circuit layouts, formulations, components, concentrations, protocols, trade, business or company name, indication or source or appellation of origin, or other proprietary right, or right to registration of such rights;
Nominated Person	means the nominated person specified in the Order Form.
Order Form	means the online order form for the Service completed by the Subscriber.
Rollover Period	means the period of one calendar month commencing on the expiration of the Initial Period and each subsequent period of one calendar month.
Second Level Discussions	means discussions contemplated by clause 10.5.
Service	means access to the blog and online medical roster on the Website  and the ability to search the roster, and: (a)         if the Subscriber has paid the relevant additional fee nominated by Specialistpoint for that month, the ability to create a personal practitioner's profile on the Website; and (b)         if the Subscriber has paid the relevant additional fee nominated by Specialistpoint for that month, the ability to create a group on the Website with a combined roster.
Social Media Guidelines	means the document titled 'Social Media and the Medical Profession' published as a joint initiative of the Australian Medical Association Council of Doctors-in-Training, the New Zealand Medical Association Doctors-in-Training, the New Zealand Medical Students' Association and the Australian Medical Students' Association as amended from time to time.
Subscriber	means the Subscriber specified in the Order Form.
Subscriber Material	means all material uploaded into the Service by the Subscriber or otherwise provided by the Subscriber to Specialistpoint for the purposes of this agreement including documents, text, equipment, reports, technical information, studies, plans, charts, drawings, calculations, tables, trade marks, logos, schedules and data stored by any means.
Supplier	means the entity making the Supply.
Supply	has the meaning given in theNew Tax System (Goods and Services Tax) Act 1999(Cth).
Term	means the term contemplated by clause 4.1.
Website	means the medical scheduling website atwww.specialistpoint.com.au

Copyright 2012 Specialistpoint Pty Ltd

No part of this agreement may be copied or reproduced by any means without written authority from Specialistpoint Pty Ltd.

 

Privacy collection statement

 

The purpose of this statement is to advise you that Specialistpoint Pty Ltd ACN 141 782 603 (we, usor our) may collect, use and disclose various personal information about you, for the purposes of providing services to you, disclosing your details to other users of Specialistpoint's website that may request your details for the purposes of contacting you, facilitating our internal business operations, including the fulfilment of any legal and regulatory requirements and providing you with information about us and the services that we offer.

If the personal information you provide is incomplete or inaccurate, we may not be able to provide you with the services that you are seeking. 

More detailed information about the way we use, disclose and secure your personal information, and how you can access that information can be found in our privacy policy, available by contacting us at the following address, or by visiting our website.

Email Address: info@specialistpoint.com.au