Medical Practitioner Contractor Agreement

1. Interpretation

1.1. In this Agreement, unless the context otherwise requires:

• capitalised terms have the meanings given to them in the Details section of this Agreement or clause 18 (Definitions);
• a reference to a person includes a natural person, corporation, trust, partnership, joint venture, association, body corporate, government body, or other entity;
• a reference to a party includes that party's successors and permitted assigns;
• the singular includes the plural and vice versa;
• headings are for convenience only and do not affect interpretation;
• a reference to a statute or statutory provision includes all amendments, re-enactments, and subordinate legislation made under it from time to time;
• the word including and similar expressions are not words of limitation; and
• a reference to dollars or $ is a reference to US dollars.

2. Term

2.1. This Agreement commences on the Commencement Date and continues for the Term, unless terminated in accordance with clause 14.

3. Nature of Engagement

3.1. The Company engages the Medical Practitioner, and the Medical Practitioner accepts the engagement, to provide the Services to Patients using the Platform on the terms and conditions of this Agreement.

The Medical Practitioner is engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of the Company. Nothing in this Agreement creates or is intended to create a relationship of employment, agency, partnership, or joint venture between the parties.

The Medical Practitioner acknowledges and agrees that:

• they are solely responsible for their own taxation, pension, social security, superannuation and similar obligations arising from any payments made under this Agreement, and the Company has no obligation to withhold, remit or make such payments on behalf of the Medical Practitioner unless required by Applicable Laws;
• they are not entitled to, and waive any claim to, any employment-related entitlements or benefits from the Company under the laws of the jurisdiction in which the Medical Practitioner is located and licensed to practise, including but not limited to wages, leave entitlements, redundancy pay, social security contributions, pension or retirement benefits;
• they are free to provide similar services to other persons, businesses or platforms, provided that such services do not:
  • conflict with the Medical Practitioner's obligations under this Agreement or adversely affect their ability to provide the Services in accordance with this Agreement;
  • involve any use of the Company's Confidential Information or Intellectual Property, or Patient Information obtained through the Platform; or
  • involve soliciting, diverting or providing services outside the Platform to Patients introduced through the Platform, except with the prior written consent of the Company.
• the Company does not guarantee any minimum number of Patients, Consultations or Consultation Fees during the Term;
• they are not entitled to any minimum volume of work, income or exclusivity of engagement; and
• the Company may determine, acting reasonably and subject to Applicable Laws, how the Platform operates, including but not limited to allocation of Patients, practitioner availability settings and Platform access arrangements.

3.2. The Medical Practitioner must not represent to any person that the Medical Practitioner is an employee or agent of the Company.

4. Services

4.1. The Medical Practitioner must provide the Services:

• in accordance with this Agreement and the Platform Operational Guidelines;
• with the degree of skill, care, and diligence expected of a competent and experienced Medical Practitioner;
• in compliance with all Applicable Laws, including the laws, regulations, professional standards, codes, guidelines and ethical requirements of the relevant regulatory or licensing bodies governing the Medical Practitioner in the jurisdiction in which:
  • the Medical Practitioner is located and licensed to practise; and
  • the relevant Patients are located
  to the extent such laws, regulations, professional standards, codes and guidelines apply to the provision of telehealth services by the Medical Practitioner;
• only in respect of Patients located in jurisdictions for which the Medical Practitioner is appropriately licensed, authorised or otherwise permitted to provide the Services; and
• in a manner that is consistent with generally accepted standards of telehealth practice and the best interests of Patients.

4.2. The Medical Practitioner must:

• be available to provide Consultations during the hours and on the days nominated by the Medical Practitioner on the Platform, as updated by the Medical Practitioner from time to time in accordance with the Platform Operational Guidelines;
• use the Platform to conduct all Consultations with Patients who have booked the Consultation through the Platform, except where the Medical Practitioner identifies that the Patient requires the type of care that must be referred to an emergency or in-person service in accordance with clause 4.2.c;
• immediately direct any Patient that requires urgent, emergency or in-person medical assessment to contact their local emergency services or seek immediate in-person medical care;
• create and maintain accurate, complete and contemporaneous Medical Records on the Platform for each Consultation in accordance with Applicable Laws, regulations, professional standards, codes, guidelines and ethical requirements of the regulatory or licensing bodies governing the Medical Practitioner in the relevant jurisdiction;
• only issue referrals, written opinions, and/or other clinical documents where clinically appropriate and permitted under Applicable Laws in both the jurisdiction in which the Medical Practitioner is located and the jurisdiction in which the Patient is located;
• respond to Patients and the Platform within a reasonable time and in any event within 3 Business Days of receiving any communication requiring a response (or such shorter period as may be required in the event of clinical urgency); and
• promptly provide all information, documents and reasonable assistance requested by the Company in connection with any complaint, incident, patient safety concern, investigation or regulatory matter relating to the Services.

4.3. The Medical Practitioner must, at their own cost:

• provide and maintain all equipment, devices, internet connectivity, telephone services, software, workspace and other resources necessary to provide the Services safely, securely and professionally;
• ensure that any equipment, devices and networks used to access the Platform are secure, reliable and suitable for handling Patient Information and conducting the Consultations in compliance with this Agreement, Privacy Laws and applicable professional standards; and
• conduct Consultations from an appropriately private environment that protects Patient Information and confidentiality.

4.4. The Medical Practitioner acknowledges that the Company may update the Platform Operational Guidelines from time to time and that the Medical Practitioner is required to comply with any updated Platform Operational Guidelines from the date notified by the Company.

4.5. The Medical Practitioner must not:

• provide any Consultation to a Patient introduced through the Platform outside the Platform without the prior written consent of the Company;
• solicit or accept direct payment from a Patient for any Consultation that is booked through the Platform;
• engage in any conduct that may bring the Company or the Platform into disrepute; or
• subcontract, delegate, assign or otherwise arrange for any other person to perform any part of the Services.

5. Professional Registration and Compliance

5.1. The Medical Practitioner must, at all times during the Term maintain all Professional Registration required to lawfully provide the Services, and current and adequate Professional Indemnity Insurance as required under clause 9.

5.2. The Medical Practitioner must:

• promptly provide the Company, upon request, with evidence of their Professional Registration and Professional Indemnity Insurance; and
• immediately cease providing the Services if they no longer satisfy the requirements of clause 5.1.

5.3. The Medical Practitioner must immediately notify the Company in writing if:

• their Professional Registration is suspended, cancelled, restricted, allowed to lapse, or made subject to any condition, notation, undertaking or limitation;
• they become subject to any investigation, complaint, disciplinary process or adverse finding by any regulatory, licensing or professional body;
• their Professional Indemnity Insurance is cancelled, lapses, is reduced, or becomes subject to any material exclusion or limitation;
• they become aware of any matter that may affect their ability to lawfully or safely provide the Services;
• they become aware of any fact or circumstance that may reasonably give rise to a Patient complaint, regulatory investigation or professional indemnity claim; or
• any information provided to the Company in connection with this Agreement ceases to be true or accurate.

6. Representations and Warranties

6.1. The Medical Practitioner represents and warrants to the Company on the Commencement Date and throughout the Term that:

• all information provided to the Company regarding their qualifications, Professional Registration, experience, insurance and professional standing is true, accurate, complete and not misleading;
• they hold and will maintain all Professional Registration required to lawfully provide the Services;
• their Professional Registration is current, valid, in good standing, and not subject to any conditions, restrictions, suspensions or undertakings that would adversely affect or limit their ability to provide the Services;
• they are not aware of any fact, matter, investigation, complaint or circumstance that would reasonably be expected to adversely affect their ability to provide the Services, except as disclosed in writing to the Company before the Commencement Date;
• they have not been convicted of any criminal offence that is relevant to the provision of the Services or that would render them unsuitable to provide the Services; and
• they hold and will maintain Professional Indemnity Insurance in accordance with clause 9 of this Agreement.

6.2. The Medical Practitioner acknowledges that the Company has relied on the representations and warranties in clause 6.1 when entering into this Agreement.

6.3. Any breach of the representations and warranties contained in clause 6.1 will be deemed a material breach of this Agreement.

7. Access to the Platform

7.1. Subject to compliance with the terms of this Agreement, the Company grants the Medical Practitioner a non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purpose of providing the Services during the Term.

7.2. The Medical Practitioner must:

• maintain the security and confidentiality of their login credentials for the Platform and not permit any other person to access the Platform using their login credentials;
• immediately notify the Company of any suspected or actual unauthorised access to their account on the Platform; and
• only use the Platform for the purpose of providing the Services under this Agreement.

7.3. The Company may immediately suspend or restrict the Medical Practitioner's access to the Platform and/or require the Medical Practitioner to temporarily cease providing some or all of the Services, if:

• the Company reasonably suspects a material breach of this Agreement or Applicable Laws;
• a Patient safety concern arises or the Company becomes aware of or receives a complaint from a Patient;
• the Medical Practitioner ceases to meet any of the requirements specified under clause 5.1;
• the Company reasonably considers that continued access to the Platform may expose the Company, its Patients, or the Platform to any legal, regulatory, reputational, security or operational risk; or
• suspension is required by Applicable Laws or a regulatory authority.

7.4. Any suspension or restriction under clause 7.3 does not limit the Company's rights or remedies under this Agreement, including any right to terminate this Agreement under clause 14.

8. Fees and Payment

8.1. In consideration for the provision of the Services, the Company will pay the Medical Practitioner the Consultation Fees set out in the Details section in accordance with this clause 8.

8.2. The Medical Practitioner acknowledges and agrees that the Company will collect the Consultation Fees from Patients through the Platform and remit such Consultation Fees to the Practitioner.

8.3. The Medical Practitioner is solely responsible for all taxes, duties, levies and governmental charges arising in connection with the Consultation Fees, including but not limited to income tax, value added tax, goods and services tax, withholding tax and similar in any relevant jurisdiction.

8.4. Where the Company is required by Applicable Laws to withhold, deduct or remit any tax, levy, duty or similar amount from any payment to the Medical Practitioner, the Company may do so, and payment of the balance satisfies its payment obligations under this Agreement.

8.5. The Company may deduct from any Consultation Fees payable to the Medical Practitioner any amounts owed by the Medical Practitioner to the Company as a result of:

• any full or partial refund or credit provided to a Patient under the Platform Terms of Use as a result of the Medical Practitioner's cancellation of or failure to attend the Consultation; or
• any other loss, cost or liability recoverable by the Company from the Medical Practitioner under this Agreement.

8.6. The Company may review and adjust the Consultation Fees by giving the Medical Practitioner not less than 14 days' written notice of any proposed adjustment. If the Medical Practitioner does not accept the adjusted Fees, the Medical Practitioner may terminate this Agreement by giving written notice to the Company in accordance with clause 14.1.

9. Insurance

9.1. The Medical Practitioner must:

• at the Medical Practitioner's own cost, obtain and maintain throughout the Term Professional Indemnity Insurance with a reputable insurer for an amount of not less than $10 million per claim and in the aggregate per year of insurance, covering the Medical Practitioner's liability arising out of or in connection with the provision of the Services; and
• ensure that the Professional Indemnity Insurance maintained under clause 9.1.a covers claims made during and after the Term in respect of Services provided during the Term.

9.2. The Medical Practitioner's obligation to maintain insurance under this clause 9 does not limit or affect the Medical Practitioner's liability under this Agreement.

10. Protection of Patient Information

10.1. The Medical Practitioner must:

• collect, use, handle, store, disclose and process Patient Information only:
  • for the purpose of providing the Services and performing their obligations under this Agreement;
  • in accordance with applicable Privacy Laws; and
  • in compliance with the Company's Privacy Policy, and record-keeping and information security requirements, as may be notified by the Company to the Medical Practitioner from time to time;
• not collect, use, retain or disclose Patient Information for any purpose other than the provision of the Services or as required by applicable Privacy Laws;
• only access Patient Information through the Platform;
• ensure that accurate and contemporaneous Consultation Notes are stored on the Platform;
• not download, retain, store, copy or transfer Patient Information outside the Platform, except to the extent necessary for the Medical Practitioner to comply with their own obligations under Privacy Laws or professional obligations;
• implement and maintain appropriate technical and administrative measures to protect Patient Information against unauthorised access, use, disclosure, loss, or destruction;
• immediately notify the Company in writing upon becoming aware of any suspected or actual unauthorised access to, use of, or disclosure of Patient Information, data breach or security incident;
• promptly provide all reasonable assistance requested by the Company in connection with any suspected or actual data breach, security incident or privacy complaint in connection with Patient Information; and
• promptly comply with the Company's reasonable directions regarding retention, return, deletion or transfer of Patient Information, subject to the Medical Practitioner's compliance with Privacy Laws and professional obligations.

10.2. The parties acknowledge that in respect of Patient Information:

• the Company acts as a data controller in relation to the processing of Patient Information for the operation and administration of the Platform;
• the Medical Practitioner acts as data controller in relation to the processing of Patient Information for the provision of Consultations and preparation of Consultation Notes; and
• each party is responsible for complying with its own obligations under applicable Privacy Laws.

10.3. The obligations in this clause 10 survive the termination or expiry of this Agreement.

11. Confidentiality

11.1. Each party must:

• keep the other party's Confidential Information strictly confidential;
• not use the other party's Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement; and
• not disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as permitted under clause 7.2.

11.2. A party may disclose the other party's Confidential Information:

• to its employees, contractors, advisers, and agents who have a need to know such information for the purposes of this Agreement and who are bound by obligations of confidentiality no less stringent than those in this clause 7; or
• to the extent required by Applicable Laws or by order of a court or tribunal of competent jurisdiction, provided that the disclosing party gives the other party prompt written notice prior to such disclosure to the extent permitted by law and cooperates with the other party in seeking any available protective order.

11.3. Despite clause 11.2, the Company may, acting reasonably, disclose Confidential Information of the Medical Practitioner to the extent necessary to take any action required under Applicable Laws, including making any necessary notifications to regulatory, licensing or professional bodies.

11.4. The obligations in this clause 11 survive the termination or expiry of this Agreement for a period of 7 years.

12. Intellectual Property

12.1. All Intellectual Property Rights in and to the Platform, including all software, source code, object code, technology, systems, workflows, processes, databases, functionality, designs, layouts, interfaces, branding, trade marks, content, documentation, know-how, business methods, and all improvements, modifications, enhancements and derivative works relating to the Platform, are and remain the sole and exclusive property of the Company or its lawful licensors (as applicable).

12.2. The Company grants to the Medical Practitioner a non-exclusive, worldwide, royalty-free licence to use Patient Uploaded Records for the purpose of providing the Services in accordance with this Agreement.

12.3. Subject to any applicable Privacy Laws, health records legislation, Patient access rights and professional regulatory obligations, all Intellectual Property Rights in the Consultation Notes vest in the Medical Practitioner upon creation.

12.4. The Medical Practitioner grants to the Company a perpetual, irrevocable, worldwide, royalty-free licence (including the right to sub-licence) to use, reproduce, copy and communicate the Consultation Notes for the purpose of operating the Platform, providing continuity of Patient care, managing and responding to complaints and regulatory obligations, and compliance with Applicable Laws.

12.5. The Medical Practitioner must not:

• copy, modify, adapt, reverse engineer, decompile, disassemble, create derivative works from or otherwise exploit any part of the Platform;
• remove, obscure or interfere with any proprietary notices or security features of the Platform;
• sublicence, transfer, or otherwise deal with the licence granted under clause 7.1; or
• use the Platform in a manner that may damage, disrupt or impair its operation.

13. Liability and Indemnity

13.1. Each party (the Indemnifying Party) indemnifies the other party (the Indemnified Party), including its officers, employees, contractors and agents, from and against all claims, losses, liabilities, damages, costs and expenses (including legal costs on a solicitor and own client basis) arising from:

• any material breach of this Agreement by the Indemnifying Party; or
• any negligent, fraudulent, wilful or unlawful act or omission by the Indemnifying Party in connection with this Agreement or the provision of the Services,

except to the extent that the claim, loss, liability, damage, cost or expense was caused or contributed to by the act or omission of the Indemnified Party.

13.2. Without limiting clause 13.1, the Medical Practitioner indemnifies the Company and its officers, employees, contractors, and agents from and against all claims, losses, liabilities, damages, costs and expenses (including legal costs on a solicitor and own client basis) arising out of or in connection with:

• any claim by a Patient in relation to a Consultation provided by the Medical Practitioner;
• any failure by the Medical Practitioner to comply with their taxation, pension, superannuation, social security or similar obligations;
• any suspension, cancellation, or restriction of the Medical Practitioner's Professional Registration;
• any privacy breach or unauthorised use or disclosure of Patient Information caused by the Medical Practitioner; or
• any breach by the Medical Practitioner of Applicable Laws, including the laws, regulations, professional standards, codes, guidelines and ethical requirements of the relevant regulatory or licensing bodies governing the Medical Practitioner in relation to the provision of the Services,

except to the extent that the claim, loss, liability, damage, cost or expense was caused or contributed to by the act or omission of the Company.

13.3. To the maximum extent permitted by Applicable Laws, the Company's liability to the Medical Practitioner under or in connection with this Agreement is limited to the total Consultation Fees paid to the Medical Practitioner in the 1 month immediately preceding the event giving rise to the claim.

13.4. To the maximum extent permitted by Applicable Laws, neither party is liable to the other for any indirect, consequential, special, or punitive loss or damage, including loss of profits, loss of revenue, or loss of opportunity, arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise.

13.5. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable laws, including any liability under the Australian Consumer Law or any equivalent mandatory consumer protection laws applicable in the jurisdiction in which the Medical Practitioner is located.

14. Termination

14.1. Either party may terminate this Agreement for convenience by giving not less than 30 days written notice to the other party.

14.2. Either party may terminate this Agreement immediately by written notice to the other party if:

• the other party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy the breach within 10 Business Days of receiving written notice requiring it to do so; or
• the other party becomes insolvent, is wound up, has a receiver, administrator, or liquidator appointed, or enters into any arrangement with its creditors.

14.3. Without limiting clause 14.2, the Company may terminate this Agreement immediately by written notice to the Medical Practitioner if:

• the Medical Practitioner's Professional Registration is suspended, cancelled, or made subject to any condition, notation, undertaking, or restriction that prevents or limits the Medical Practitioner from lawfully providing the Services;
• the Medical Practitioner fails to maintain Professional Indemnity Insurance in accordance with clause 9 of this Agreement;
• the Medical Practitioner engages in any conduct that, in the Company's reasonable opinion, is likely to bring the Platform or the Company into disrepute; or
• the Medical Practitioner breaches any obligation of confidentiality or privacy under clause 10 or 11 this Agreement.

14.4. Upon termination or expiry of this Agreement:

• the Medical Practitioner must immediately cease providing the Services and cease using the Platform;
• the licence granted under clause 7.1 is immediately revoked;
• each party must promptly return or destroy the other party's Confidential Information in accordance with the other party's written directions, except to the extent that retention is required by Applicable Laws;
• the Medical Practitioner must provide the Company with copies of all Consultation Notes relating to Consultations in the possession or control of the Medical Practitioner, or as otherwise directed by the Company; and
• the Company will pay the Medical Practitioner any Consultation Fees that have accrued and are owing up to the date of termination.

14.5. Termination or expiry of this Agreement does not affect any rights or obligations that have accrued prior to the date of termination or expiry.

14.6. The following clauses survive the termination or expiry of this Agreement: clause 10 (Protection of Patient Information), clause 11 (Confidentiality), clause 12 (Intellectual Property), clause 13 (Liability and Indemnity), clause 14.4 (Consequences of Termination), clause 15 (Non-Solicitation), clause 16 (Dispute Resolution) and clause 17.1 (Governing Law).

15. Non-Solicitation

15.1. For a period of 6 months following the termination or expiry of this Agreement, the Medical Practitioner must not, without the prior written consent of the Company:

• directly or indirectly solicit, canvass, approach, entice away or accept engagement from any Patient who received Services from the Medical Practitioner through the Platform during the 3 months immediately preceding termination or expiry, other than through the Platform; or
• encourage, induce or assist any such Patient to cease using the Platform or to obtain similar services from the Medical Practitioner outside the Platform.

15.2. The Medical Practitioner acknowledges that the restrictions in clause 15.1 are reasonable and necessary to protect the legitimate business interests of the Company, having regard to the nature of the Services and the Medical Practitioner's access to Patient Information and the Company's Confidential Information.

16. Dispute Resolution

16.1. A party must not commence court proceedings in relation to a dispute arising out of or in connection with this Agreement (except for proceedings seeking urgent interlocutory or injunctive relief) unless it has first complied with this clause 16.

16.2. A party claiming that a dispute has arisen must give written notice to the other party setting out the nature of the dispute and the outcome sought.

16.3. Within 7 days after receipt of the notice, senior representatives of each party must meet (whether in person or by video conference) and use reasonable endeavours to resolve the dispute in good faith.

16.4. If the dispute is not resolved within 14 days after the notice is given under clause 16.2, either party may refer the dispute to mediation administered by an independent mediator agreed between the parties, or failing agreement, appointed by the Australian Disputes Centre. The costs of the mediator will be shared equally between the parties, unless otherwise agreed or as determined by the mediator.

16.5. Nothing in this clause 16 prevents a party from seeking urgent interlocutory, declaratory or injunctive relief from a court of competent jurisdiction.

17. General

17.1. Governing Law. This Agreement is governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.

17.2. Entire Agreement. This Agreement, together with any schedules, annexures or attachments, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements, representations, and understandings.

17.3. Amendments. Amendments to this Agreement must be made in writing and signed by authorised representatives of both parties.

17.4. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, that provision is severed and the remaining provisions continue in full force.

17.5. Waiver. Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.

17.6. Assignment. The Medical Practitioner may not assign any right or obligation under this Agreement without the Company's prior written consent. The Company may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of assets.

17.7. Notices. Notices under this Agreement must be in writing and delivered by email or registered post to the addresses set out in the Details section or as notified in writing from time to time.

17.8. Counterparts. This Agreement may be executed in counterparts, each of which constitutes an original, and all of which together constitute one instrument. Electronic signatures are accepted.

17.9. Force Majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of god, pandemics, governmental actions, or telecommunications failures, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate the impact.

18. Definitions

18.1. In this Agreement, unless the context otherwise requires:

• Applicable Laws means all laws, statutes, regulations, rules, subordinate legislation, regulatory requirements, mandatory codes, professional standards, guidelines, directions, orders and legally binding requirements of any government authority, regulatory body, licensing authority, court or tribunal that apply to a party, the Platform, the Services, a Consultation, the collection, use, storage or disclosure of Patient Information, or the performance of obligations under this Agreement.
• Business Day means a day that is not a Saturday, Sunday, or public holiday in Victoria, Australia.
• Commencement Date means the date specified in the Details section of this Agreement.
• Confidential Information means all information, whether oral, written, electronic, or in any other form, that is disclosed by or on behalf of one party to the other party in connection with this Agreement, including but not limited to the terms of this Agreement, the Platform's technology, systems, business processes, pricing, and any information designated as confidential by the disclosing party, but excludes Patient Information and information that:
  • is or becomes publicly available other than through a breach of this Agreement;
  • was already known to the receiving party at the time of disclosure, as evidenced by written records predating the disclosure;
  • is independently developed by the receiving party without reference to the Confidential Information; or
  • is required to be disclosed by Applicable Laws or by order of a court or tribunal of competent jurisdiction, provided that the receiving party gives the disclosing party prompt written notice prior to such disclosure to the extent permitted by law.
• Consultation means a medical consultation provided by the Medical Practitioner to a Patient via the Platform for the purpose of reviewing the Patient's existing medical condition, diagnosis, treatment options, or management plan and providing a second medical opinion, whether by video, telephone, or such other means as the Platform supports from time to time.
• Consultation Fees means the fees payable to the Medical Practitioner as set out in the Details section or as otherwise agreed in writing between the parties from time to time.
• Consultation Notes means all clinical notes, observations, assessments, recommendations, second medical opinions, reports, referrals, follow-up recommendations, and other records created by the Medical Practitioner in connection with providing the Services through the Platform, but does not include Patient Uploaded Records.
• Intellectual Property Rights means all present and future rights in and to any copyright, trade marks, patents, designs, confidential information, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for registration of any such rights.
• Patient means an individual who books an appointment through the Platform to receive a Consultation.
• Patient Information means any information or opinion, whether true or not, and whether recorded in material form or not, related to a Patient that is collected, received, accessed, used, disclosed, stored or otherwise processed in connection with this Agreement, and includes:
  • personal information, health information, sensitive information, personal data and special category data, as defined by Privacy Laws;
  • Patient Uploaded Records;
  • Consultation Notes; and
  • any metadata, correspondence, recordings or system-generated information relating to the provision of the Services.
• Patient Uploaded Records means any medical records, reports, referrals, pathology results, imaging, scans, test results, specialist letters, treatment plans, prescriptions, identity documents, questionnaires, forms, or other information or documentation uploaded to the Platform by or on behalf of a Patient before, during or after a Consultation, and includes all Intellectual Property Rights contained therein.
• Privacy Laws means the Privacy Act 1988 (Cth) and the Australian Privacy Principles, and where applicable, the General Data Protection Regulation (EU) 2016/679 (GDPR).
• Professional Registration means all licenses, registrations, permits, approvals, authorisations, certifications and professional standing requirements required for the Medical Practitioner to lawfully:
  • practise medicine in the jurisdiction in which the Medical Practitioner is located;
  • provide telehealth, remote consultation or other healthcare services in connection with the Services; and
  • provide Services to Patients located in each relevant jurisdiction in which those Patients are located,
  including compliance with any conditions, restrictions, endorsements, supervision requirements, prescribing authorities or professional obligations imposed by any applicable regulatory, licensing or professional body.
• Platform means the digital technology platform operated by the Company under the name Holyland Medical, and includes the website, any mobile applications, practitioner and patient portals, dashboards, communication tools, scheduling systems, payment processing integrations, document upload and storage functionality, consultation management systems, and all associated software, systems, databases, infrastructure and technology used by the Company to facilitate Consultations with Patients, as updated or replaced by the Company from time to time.
• Platform Operational Guidelines means the policies, procedures, protocols, and guidelines issued by the Company in connection with the Platform and the provision of Services, contained at Schedule 1 of this Agreement and as may be updated by the Company from time to time and notified to the Medical Practitioner.
• Platform Terms of Use means the terms governing a Patient's use of the Platform.
• Services are as described in the Details section.
• Term means the period specified in the Details section of this Agreement.