NOVARI eVisit™ – NOVARI HEALTH PTY LTD
TERMS AND CONDITIONS OF USE – PROVIDERS
TERMS AND CONDITIONS OF USE
1. About the Platform
1.1 Welcome to Novari eVisit™. Novari eVisit™ is a virtual care application (the “Platform”) that facilitates connecting patients with health providers for the provision of healthcare services by providing:
(a) online appointment services;
(b) online forms for patients to complete;
(c) online marketing services;
(d) a cloud-based payment gateway; and
(e) the ability to have direct access to your patients and other practices to relay information (the “Services”).
1.2 The Platform is operated by Novari Health Pty Ltd (ACN 614 187 521) trading as Novari eVisit™ (“Novari eVisit™”). Access to and use of the Platform, or any of its associated products or services, is provided by Novari eVisit™. Please read these terms and conditions (the “Terms”) carefully. By using, browsing and/or reading the Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Platform, or any of its products or services, immediately.
1.3 Novari eVisit™ reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Novari eVisit™ updates the Terms, it will use reasonable endeavours to provide you with 14 days’ notice of same. Any changes to the Terms take immediate effect from the date of their publication. It is recommended that you check the Terms available on the Platform from time to time and make a copy for your records.
2. Acceptance of the Terms
2.1 You accept the Terms by registering for the Services and/or making any payment as required under the Terms. You may also accept the Terms by clicking to accept or agree to the Terms where and if this option is made available to you in the user interface (for the avoidance of doubt the Terms are agreed by you regardless of whether the aforementioned option is available or not) or by completing and digitally submitting the Subscription Registration form provided to you by Novari eVisit™.
3. Subscription to use the Services
3.1 In order to access the Services, you must first purchase a subscription to use the Platform (the “Subscription”) and agree to pay the ongoing monthly fee for the same (the “Subscription Fee”). Further you agree that Novari eVisit™ may change these fees at any time at their sole discretion upon giving not less than 30 days’ notice. Notice may be given by email or digital correspondence including notifications through the Platform.
3.2 In purchasing the Subscription, you will be required to identify which of the Services you require and you acknowledge and agree that it is your responsibility to ensure that the Services you elect to purchase as part of the Subscription are suitable for your use.
3.3 Once you have purchased the Subscription, you will then be required to register for an account through the Platform before you can access the Services (the “Account”).
3.4 As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
(a) an email address and/or preferred username;
(b) a mailing address;
(c) a telephone number;
(d) credit card details; and
(e) a password.
3.5 You warrant that any information you give to Novari eVisit™ in the course of completing the registration process will be accurate, correct and up to date.
3.6 Once you have completed the registration process you will hold a registered healthcare provider account (“Provider Account”) on the Platform as a healthcare provider (“Healthcare Provider”) and you agree to be bound by the Terms. As a Healthcare Provider, you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the “Subscription Period”).
3.7 Novari eVisit™ may, at its sole discretion, elect to offer you a free trial period of the Services. Novari eVisit™ will only provide you with such a trial period where this has been offered by Novari eVisit™ in writing to you.
3.8 You may not use the Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with Novari eVisit™; or
(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
3.9 Subject to clause 3.7, all new Subscriptions include a period of 90 days from the commencement of the Subscription for which no fees will be charged (the “Free Trial Period”), all other terms and conditions will continue to be applicable during the Free Trial Period.
3.10 You may cancel your subscription at any time. On cancellation, your Subscription will terminate at the end of the then current billing cycle and will not renew.
3.11 Novari eVisit™ has the right to terminate your Subscription on 14 days’ notice or, immediately and without notice if:
(a) any payment that is due to Novari eVisit™ has not been made on the date which that payment was due;
(b) you have failed, or Novari eVisit™ has a reasonable belief that you have failed, to comply with these Terms or any other terms and conditions pertaining to Novari eVisit™; or
(c) Novari eVisit™ ceases to exist for any reason whatsoever or has made the decision that it is no longer commercially viable to offer the Services in your location.
4. Your obligations as a Healthcare Provider
4.1 As a Healthcare Provider, you agree:
(a) that you will use the Services only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions;
(b) that you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(c) that any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Novari eVisit™ of any unauthorised use of your password or email address or any breach of security of which you have become aware;
(d) that access to and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by you for the purposes of Novari eVisit™ providing the Services;
(e) that you will not use the Services or the Platform in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Novari eVisit™;
(f) that you will not use the Services or Platform for any illegal and/or unauthorised use which includes collecting email addresses of Healthcare Providers by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Platform;
(g) that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Platform without notice and may result in termination of the Services. Appropriate legal action will be taken by Novari eVisit™ for any illegal or unauthorised use of the Platform;
(h) and acknowledge that any automated use of the Platform or its Services is prohibited;
(i) that you are responsible for all activity that occurs under your account and agree not to disclose any account information to any third party;
(j) that if your account information is compromised by a third party, you agree to immediately inform Novari eVisit™;
(k) you warrant that at the time of registration and for the duration of time that you hold a valid Provider Account, you are a Healthcare Provider licensed to practice and otherwise lawfully permitted to provide healthcare services which you will be providing through your Provider Account in accordance with the laws and regulations of the jurisdiction in which the recipient of such healthcare services is located;
(l) that during all times which you maintain a Provider Account, you are a reputable individual and are of good standing in the community;
(m) that you will not attempt to gain unauthorised access to or impair any aspect of Novari eVisit™, or its related systems or networks;
(n) you will hold yourself and conduct yourself in a manner which reflects the acceptable standards of your healthcare profession;
(o) if you choose to provide Novari eVisit™ with any comments, suggestions or feedback with respect to Novari eVisit™, you acknowledge and agree that all such comments, suggestions and feedback may be freely used by Novari eVisit™, at its sole discretion, for the design, development, improvement, marketing, commercialisation and operation of Novari eVisit™ and other products and services, without any restrictions based on confidentiality or intellectual property rights; and
(p) Novari eVisit™ has the right to generate and utilise anonymised and aggregated data related to the Services and the transactions conducted and facilitated through Novari eVisit™ and that Novari eVisit™ will own all right, title and interest in such aggregated data. Novari eVisit™ may use aggregated data for business–related activities, including maintenance and improvement of Novari eVisit™ and other products and services, business analysis, support and analytics.
5. Payment of the Subscription Fee
5.1 Following the Free Trial Period (if any), payment of the Subscription Fee is made via any third party payment provider elected by Novari eVisit™ to receive payment (the “Payment Gateway”). You agree to be bound by the terms and conditions of the Payment Gateway.
6. Refund Policy
6.1 Novari eVisit will only provide you with a refund of the Subscription Fee in the event we are unable to continue to provide the Services or if the management of Novari eVisit™ makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Healthcare Provider;
7. Copyright and Intellectual Property
7.1 The Platform, the Services and all of the related products of Novari eVisit™ are subject to copyright. The material on the Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the content and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, Platform, code, scripts, design elements and interactive features) or the Services (the “Content”) are owned or controlled for these purposes, and are reserved by Novari eVisit™ or its contributors.
7.2 All trademarks, service marks and trade names are owned, registered and/or licensed by Novari eVisit™, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Healthcare Provider to:
(a) use the Platform pursuant to the Terms;
(b) copy and store the Platform and the material contained in the Platform in your device’s cache memory; and
(c) print pages from the Platform for your own personal and non-commercial use.
Novari eVisit™ does not grant you any other rights whatsoever in relation to the Platform, the Services. All other rights are expressly reserved by Novari eVisit™.
7.3 Novari eVisit™ retains all rights, title and interest in and to the Platform and all related content. Nothing you do on or in relation to the Platform will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process),
or any other intellectual property whatsoever to you.
7.4 You may not, without the prior written permission of Novari eVisit™ and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Content or third party content for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Platform which are freely available for re-use or are in the public domain.
7.5 You agree that you will not:
(a) remove or alter any copyright, trademark, brand elements or other proprietary notices;
(b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Novari eVisit™ except as expressly permitted by Novari eVisit™; and
(c) decompile, reverse engineer or disassemble any material provided by Novari eVisit™.
7.6 You grant Novari eVisit™ a non-revocable, worldwide, royalty-free, perpetual, non-exclusive licence to use any intellectual property not included in sub-clauses 7.1, 7.2, 7.3 or 7.4 and to which title and interest remain vested in you for any reason whatsoever.
9. General Disclaimer
9.1 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
9.2 Subject to this clause 9, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) Novari eVisit™ will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
9.3 Use of the Platform and the Services is at your own risk. Everything on the Platform and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Novari eVisit™ make any express or implied representation or warranty about the Content (as defined in clause 7.1 of these Terms) or any products or services (including the products or services of Novari eVisit™) referred to on the Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) the accuracy, suitability or currency of any information on the Platform, the Services, or any of its Content related products (including third party material and advertisements on the Platform);
(c) costs incurred as a result of you using the Platform, the Services or any of the products of Novari eVisit™;
(d) the Content or operation in respect to links which are provided for your convenience;
(e) any failure to complete a transaction, or any loss arising from e-commerce transacted on the Platform; or
(f) any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.
10 Limitation of liability
10.1 Novari eVisit™’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the cost of the supply of the Services to you in the 9 months preceding the date of the claim.
10.2 You expressly understand and agree that Novari eVisit™, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
10.3 You agree that you are solely responsible for healthcare services that you provide to patients, including compliance with standards of care and record-keeping and other professional obligations. You release Novari eVisit™ from any and all liability which may arise from the provision of Services and you indemnify Novari eVisit™ from any loss or damages suffered by a patient or third party relating to any healthcare services provided by you through or in connection with Novari eVisit™.
11. Termination of Contract
11.1 The Terms will continue to apply until terminated by either you or by Novari eVisit™ as set out below.
11.2 If you want to terminate the Terms, you may do so by:
(a) not renewing the Subscription prior to the end of the Subscription Period;
(b) providing Novari eVisit™ with thirty (30) days’ notice of your intention to terminate; and
(c) closing your accounts for all of the services which you use, where Novari eVisit™ has made this option available to you.
Your notice should be sent, in writing, to Novari eVisit™ via firstname.lastname@example.org.
11.3 Novari eVisit™ may at any time, terminate the Terms with you if:
(a) you do not renew the Subscription at the end of the Subscription Period;
(b) you have breached any provision of the Terms or intend to breach any provision;
(c) Novari eVisit™ is required to do so by law;
(d) Novari eVisit™ is transitioning to no longer providing the Services to Healthcare Providers in the country in which you are resident or from which you use the service;
(e) the provision of the Services to you by Novari eVisit™ is, in the opinion of Novari eVisit™, no longer commercially viable; or
(f) Novari eVisit™ gives you written notice that the agreement is terminated for convenience, such termination to be effective immediately upon notice thereof, notice can be given by digital means (including email).
11.4 Subject to local applicable laws, Novari eVisit™ reserves the right to discontinue or cancel your Subscription at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Novari eVisit™’s name or reputation or violates the rights of Novari eVisit™ or those of another party.
11.5 When the Terms come to an end, all of the legal rights, obligations and liabilities that you and Novari eVisit™ have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.
12.1 You agree to indemnify Novari eVisit™ for any and all losses suffered by Novari eVisit™, its affiliates, employees, agents, contributors and licensors from and against any breach of the Terms.
13. Dispute Resolution
(a) If a dispute arises out of or relates to the terms of this Agreement, neither party may commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
(b) A party to this Agreement claiming a dispute (the “Dispute“) has arisen under the terms of this Agreement, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute (the “Notice“).
(c) On receipt of the Notice by the other party, the parties to the Dispute (the “Dispute Parties“) must within seven days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
(d) If for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved the Dispute Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of New South Wales or his or her nominee and attend a mediation.
(e) It is agreed that mediation will be held in Sydney in the State of New South Wales, Australia, and may be held by audio, video or other acceptable telecommunication means acceptable to the mediator.
(f) The Dispute Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Dispute Parties must each pay their own costs associated with the mediation.
(g) If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the mediator must do so.
(h) In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.
(a) All communications concerning negotiations made by the Dispute Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
14. Governing Law and Jurisdiction
14.1 These Terms are governed by and are to be constructed in accordance with the laws of the State of New South Wales, Australia. Except as agreed in Clause 13, you submit to the exclusive jurisdiction of the courts situated in New South Wales, Australia in respect of all matters arising out of or relating to this Agreement and the Services and their performance.
15. Venue and Jurisdiction
15.1 The Services offered by Novari eVisit™ are intended to be viewed by residents of Australia and New Zealand. In the event of any dispute arising out of or in relation to the Platform, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.
16.1 Unless otherwise stated, all amounts, including out of pocket expenses, expressed and described on or in connection with these Terms, are listed in Australian Dollars (AUD) or New Zealand Dollars (NZD) and are GST inclusive. GST is only applicable to subscribers situated in Australia or New Zealand. For the avoidance of doubt, GST payable for any Services provided under these Terms is payable in accordance with the GST legislation of the country in which you are receiving the Services.
17. Independent Legal Advice
17.1 Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
18.1 If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.