This document outlines Nearheal’s Practice Customer Terms and Conditions (“T&Cs”) that will be applicable to all Services delivered and/or offered by Nearheal operated under Maturedge Pty Ltd (ACN: 654 380 104) (“Nearheal”), the services may be delivered either via Nearheal.com.au (Nearheal.com.au) (“Website”) or otherwise. 

When anyone submits a Form and/or uses and/or accesses the Services in any other means, would be considered as deemed agreement with the T&Cs and the other conditions of the Agreement.

In this document any organisation or a person who is identified in a form as a ‘Practice’ and/or a ‘Practitioner’ is considered as a Practice Customer by Nearheal, in otherwords, the user of services offered by Nearheal as a service provider. The scope of the agreement between practice customer and Nearheal is defined by this terms and condition. You acknowledge and certify that you carry full legal capacity and/or power to bind and/or contract your employer or any other entity of concern to these T&Cs and the Agreement if you are accessing or using the Services on behalf of the entity or the organisation of concern. 

1.      Definitions 

Account means a Nearheal online account that permits and/or allows a Practice Customer to manage its profile and all the existing features and functionalities including appointment booking, map, contact, message, as well as uses and/or access other digital services delivered by Nearheal. 

By Affiliate it is meant any organisation or entity that is directly or indirectly controlled by Nearheal Pty Ltd while being a user of Nearheal at any time as an active user of services provided by Nearheal.

Plugin used for scheduling or creating appointments implies the Nearheal plugin for leveraging or embedding or engaging on Practice Customer operational resources or assets for example, websites or mobile application or social media pages that enable the user or Practice Customer to publish open space for appointments as well as receive or accept bookings via Nearheal. 

Claim refers to a liability, expense, penalty, fine, cost, loss and or damage suffered or experienced by an individual or a person, or a demand, request, process, action made or exercised against the individual or the person, whether future, or current, undetermined or fixed, contingent or actual or originating. 

Content refers to any material or information of any type or kind that the Practice Customer has uploaded, and/ or made available and/or published in relation to the Services or the Nearheal platform (including material or content supplied to Nearheal by a Practice Customer to for making available on the Nearheal platform including but not limited to trade marks, domain names, trade names, company name, business name, images, text, graphics such as company logo etc, whether registered or unregistered or patented by the user/practice customer of Nearheal. 

Fees  

Transaction Fees or Subscription Fees are incorporated within the fees charged from a Practice Customer by Nearheal for the ongoing Services. 

Form

Form refers to Nearheal form submitted or completed by a Practice Customer requesting services from Nearheal, for example Nearheal registration forms the online pages for registration or other or methods used by Nearheal to collect data or information of a Practice Customer to complete the registration or signing up for the Services of Nearheal as well as the ongoing continuity of the services by Nearheal. 

Network 

Refers to the website, iOS and Android mobile applications, and any future updates or replacements. 

Patient’s First Visit 

Means a patient who, at the time of making the online appointment, state that they are a new patient of the Practice Customer. 

PMS 

Refers to the Practice Management Software (PMS) of a Practice Customer. 

Practice refers to a medical practice, center, clinic, or office where one or more Practitioners provide healthcare services (which could be a sole practitioner or an entity or other association). 

Practitioner refers to a person who provides professional health care services in the healthcare industry (either as a sole practitioner or with other practitioners within a practice).  

Services refers to the services provided by Nearheal to the Practice Customer for the purpose of use by the Practice Customer as outlined in the Registration Form or as otherwise requested by the Practice Customer from time to time and accepted by Nearheal. 

Subscription fee

Service fee such as initial set up, customization of profile, and featured or premium listings, subscription payment that are offered and delivered to the Practice Customer on a one-off/monthly/quarterly/bi-annual/yearly basis charge.

Term refers to the time period that covers from the start of Agreement by the Practice Customer Agreement until the termination followed by Article 10. 

Intermediary of a Third Party refers to a person who delivers the Practice Customer the services that are integrated with the services of Nearheal delegated to allow the Service offerings via the digital platform more effective and efficient.  

Transaction fee

Payment charged from the Practice Customer based on  the type and/or volume of transaction, such as payment processing cost by payment gateway, digital marketing, new patients recruitment, online prescriptions, appointment marketing, product recall, service charges for value added services processing cost.  

User 

Refers to a Practitioner who is enlisted as an authrised user of the Services of Nearheal in the registration form.  

Visitor 

a member of the general public who gain accesses the Nearheal website, including a member of the general public who schedules an appointment with the Practice Customer. 

2. Key responsibilities of Nearheal 

Nearheal must be able to: 

• Provide Services following the terms of this Agreement;
• Offer Services in a timely and professional manner; and
• Comply with the Nearheal Privacy Policy, to collect, store, and disclose all personal information obtained from the Practice Customer.

 3. Key responsibilities of Practice Customer

The service providers of any category or type that maintain an active profile in Nearheal website, require to carry up to date regulatory approval and necessary license, certification, permission or qualification to legally promote their services and engage with potential customer mediated by Nearheal website.

The Practice Customer needs to pay the fees to utilise the Services strictly for the purposes of promoting its Practice, managing appointments and referrals, and receiving prescription requests in line with this Agreement; holds and maintains all licences with the appropriate regulatory boards and/or other agencies, councils, or authorities required for the Practice Customer to practise legally following relevant jurisdiction and offer the relevant healthcare services in the jurisdiction in which the Practice Customer operates throughout the Term; retain all applicable credentials, certifications, licences, and permits throughout the Term in order to provide relevant healthcare services to the general public;

ensuring that the Content is correct and up to date, and that it stays accurate and up to date, and that it will indemnify Nearheal against any Claim arising from outdated or inaccurate Content; Notify Nearheal of any changes to the Practice Customer’s qualifications, certifications, licences, and permits that are required for it to provide the relevant healthcare services to Visitors and any violations of any laws, rules, regulations, industry codes, or serious allegations of misconduct or professional negligence by the Practice Customer having an impact on its capacity or ability to deliver or provide healthcare services to visitors; When utilising the Appointment Plugin or the Services to manage appointments and referrals:   

continue the Appointment Plugin on a consistent and regular basis and, in any event, as often as is reasonable to minimise the potential of a Visitor to book an appointment via Nearheal platform that does not exist in the Practice Customer’s practice schedule; actively and consistently ensure its Content that is published on the Appointment Plugin is accurate and up to date by maintaining the Appointment Plugin in a regular and timely manner.

When the Practice Customer receives a booking or enquiry (whether through the Network or Appointment Plugin), quickly contact each Visitor directly, as well as as needed for the Practice Customer to deliver services to the Visitor; and not making appointments with non-Users through using the Appointment Plugin; 

The following applies if a Practice Customer uses the online prescription service:

respond to requests for prescriptions from Visitors in accordance with the Practice Customer’s timeframes (for clarification, the Practice Customer has sole discretion over whether to provide such a prescription, whether to require an appointment before determining whether to provide such a prescription, or whether to decline to provide a prescription); and prior  issuing or supplying any clinical prescription to a Visitor, must collect necessary identification related documents to prove Visitor’s identity. The Practice Customer is exclusively responsible for verifying that information (in combination with any other relevant information) and verifying and establishing the identification of the Visitor to whom a prescription is supplied or provided; if required or if applied Nearheal will pass on the identity information provided by a Visitor, encourage the usage of the platform and Services by patients and clients; ensure that only the Users have access to the Services by Nearheal. Other Practitioners, even though they may operate in the same Practice of a Practice Customer, cannot gain access to the Services unless are specified as a User in a Form.

Any complaints about the Practice Customer’s Services should be reported to Nearheal; retain all insurance policies that a prudent healthcare provider in the Practice Customer’s position would maintain, including but not limited to “Professional Indemnity” (including medical malpractice if required) and “Public Liability” insurance in regard to the Practice Customer’s services; maintain all information about a Visitor and any other data received from Nearheal as confidential and secure, and not use or disclose or sell any information about a Visitor or any other type of data collected or received from Nearheal other than for the objectives or purposes of this Agreement or the provision or scope of the healthcare services of concern (except in case Visitor provides consent about any particular purpose of collecting information about a Visitor); any security credentials or passwords related to the Services must be maintained with confidentiality and following best security practices; comply and maintain with all relevant and applicable privacy and information regulations and laws in relation to the Practice Customer’s collection health and personal information from patients, Visitors and/or other patients, and will indemnify Nearheal against Claims resulted from the Practice Customer’s non-cooperation or non-compliance with this provision; notify and/or inform Nearheal immediately and/or as soon as possible if the Services have been found to be accessed without authorisation or there is an incident of data breach; comply and/or follow with all relevant and applicable laws related to the Services delivered by Nearheal; must ensure and/pr maintain that all visitors’ record and health information are preserved and/or kept and/or saved on Practice Customers’ information systems following compliance with applicable policies and regulations.

Nearheal is not by any means responsible or liable for maintaining data and health information collected through the Network for any period of time.

Practice customer must follow Nearheal’s instructions or rules during using the Appointment Plugin; or any other applications used by the Practice Customer.

Practice customer must consider the following during their communication, interaction and/or content: 

 Publish, post or exchange and/or transmit any material or content that is illicit, illegal, abusive, threatening, defamatory, inappropriate and/or invasive of publicity rights or privacy, obscene, vulgar,  hateful, profane, or otherwise objectionable ethnically, racially, or otherwise; encourage and/or motivate criminal and/or illegal activity, behavior that could result to civil action or liability, that would otherwise be perceived as illegal or inflict harm on children in any manner; impersonate and /or imitate something or someone for a purpose that is deemed inappropriate or illicit and/or not civil, or fraudulently or illegally claim to be incorporated or affiliated with something or someone; post, upload, transmit, or otherwise make accessible or available any content that infringes on another party’s intellectual property rights, including but not limited to copyrights, trademarks and other intellectual property rights; or any material digital and/or containing software viruses or other computer programs, codes, files designed to disrupt, interrupt, destroy, influence and/or limit the performance of any software, hardware, or telecommunications and/or any technological process or application, equipment must not be transferred, sent or otherwise made available; not use the Services of Nearheal to perform or advertise any commercial or other form of solicitation without authorization by Nearheal, including by allowing or making such as the Appointment Plugin or any other applications available on any websites, mobile apps, or unless  or otherwise these applications are proprietary and/or specific to the Practice Customer or have been otherwise authorized an/or approved in writing by Nearheal; and not use the Services to perform and/or advertise or any commercial or other form of solicitation that is not authorized by Nearheal, including by making the Appointment Plugin available on any websites, mobile apps, or otherwise Patients who obtain medications and/or schedule appointments using the Services will be treated without any discrimination and/or without any differently than other patients, including but not limited to being charged additional costs that are not charged and/or applied to other patients. 

 4. The Providers 

Nearheal offers and/or provides the Practice Customer non-transferable, a non-exclusive, and revocable permission and/or authorization to access and use the Nearheal digital platform or Network that are subject to the Practice Customer’s compliance with the terms and conditions of this Agreement and during the Term for the purpose of providing the Services.

Nearheal maintains and/or reserves the right to make any amendments and/or changes to the Services, the Network, its internal processes, the Appointment Plugin, and the Services’ interaction with the Practice Customer that it perceived or deemed appropriate and/or suitable in its sole purpose and/or discretion. If Nearheal makes amendments and/or changes that it considers will result disadvantage to any type and/or group of Practice Customer, it will provide the Practice Customer a reasonable time about the notice of the changes, and if the Practice Customer does not prefer or intend to maintain or continue using the Services by Nearheal, it may discontinue or terminate this Agreement in accordance with clause 10.  To assist in the provision of the Services, Nearheal may consult or hire subcontractors or professionals or individuals on a consulting basis. 

 Except as outlined or indicated in the Service Details within the Practice Customer regiostration Form, the Services do not include any support required to interface the Services with the Practice Customer’s Practice Management System or any other ERP system. The Practice Customer is solely accountable for delivering healthcare to its patients and visitors and managing ongoing relationships with them, including collecting fees or necessary information from them. Nearheal is not a party that may involve into any negotiations, agreements and arrangements or similar between the Practice Customer and the visitor or patient, and the Practice Customer must not indicate or imply that the Practice Customer’s service is obligated or related to Nearheal by any means.

Design, Development, Deployment and maintenance service of Practice Website: 

To enable Nearheal to develop and maintain the practice website under the designated domain name, the Practice Customer must grant access to Nearheal of the existing domain address and necessary credentials (if applicable). The Practice Customer needs to pay any relevant and applicable charges, fees and costs associated to purchase a new domain name and the required online data storage required to make the website. Any recurring fees for hosting must be paid by the Practice Customer. Nearheal can issue invoice for the hosting cost and collect hosting charges for the Practice Customer.

 If the Practice Customer plans to relocate the website to a different hosting address than Nearheal managed domain name, the Practice Customer requires to give Nearheal 30 days’ notice in writing, which will serve as notice of termination of the hosting services and any related responsibilities of Nearheal regarding managing the Practice Customer’s website.  The transfer may incur costs following an appropriate rates include reasonable levels of necessary technical support. However, if Nearheal assesses by sole discretion, that the requested technical support exceeds or surpass reasonable levels, Nearheal may consider charging $150/hour + GST for additional technical support provided. Nearheal will notify Practice Customer before any such fees are incurred.

 Nearheal’s communication, reminders, recalls and other services as notified by Nearheal from time to time are subject to a fair use policy and falls within its sole discretion.

 Nearheal may offer services that are categorized pilot, beta, minimum viable product, trial, developer preview, or other terms of similar label or meaning from time to time (“Beta Services”). Alll Beta Services are subject to the provisions of this Agreement, unless Nearheal specifies otherwise.  All The Practice Customer has the right and option to accept or reject or ignore Beta Services. If the Practice Customer permits, Beta Services include: 

 are offered specifically for the purpose of appraisal and evaluation; the Practice Customer should not rely on the ‘Beta Services’ for its production purposes; it is possible that the Beta Services will not be supported; and aadditional conditions may apply. 

 After the end of any Beta Services trial period, a commercial version of the Beta Services becomes available or is withdrawn, unless otherwise noted. Nearheal maintains the right to terminate or discontinue Beta Services at any moment and to never allow Beta Services available for all users. All Beta Services are delivered and provided “as is” and “as available,” without an express or implied warranties. At any time, Beta Services may be discontinued or terminated. 

  5. Intermediaries of a Third Party 

 Third Party Intermediaries (“Integrated Software”) may provide and/or deliver some of the Nearheal platform’s services to Practice Customers. 

 The Practice Customer understands, agrees and accepts that its use of such Integrated Software is subject to Third Party Intermediary’s the applicable terms and conditions.

 All agreements related to the Practice Customer’s use of Integrated Software or value-added services will be between the Practice Customer and the Third Party Intermediary, and Nearheal will not be accountable or liable for any Third Party Intermediary’s acts or omissions or failure in providing services to the Practice Customer, or for any Third Party Intermediary’s failure to comply with the terms of the Practice Customer’s agreement with that Third Party Intermediary. 

 Nearheal is not the developer or owner of the Integrated Software services provided by the Intermediaries and makes no representations or warranties about the Integrated Software’s suitability, performance, or use, or any connected services. Nearheal is not liable to the Practice Customer for any damage or loss claimed or suffered by the Practice Customer arising of the Practice Customer’s use or use of any Integrated Software or related services provided by a Third-Party Intermediaries. 

 6. Payments 

Stripe Payments Australia Pty Ltd (“Stripe”) supports the payment processing services for Practice Customers at Nearheal and is obliged by the Stripe Connected Account Agreement, that includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). Practice Customer must agree to be bound by the Stripe Services Agreement, which may be updated by Stripe from time to time, by consenting to these terms or continuing to operate as a Practice Customer with a Connected Account. 

The Practice Customer agrees to supply Nearheal with accurate, comprehensive and complete information about itself and its business that is a condition of Nearheal enabling payment processing services through Stripe, and the Practice Customer authorises Nearheal to share that information and transaction information with Stripe related to the Practice Customer’s use of Stripe’s payment processing services. We refer to Stripe’s Privacy Policy for additional information on how the company uses data. 

Stripe and the Practice Customer are the only parties to the Stripe Connected Account Agreement, and Nearheal has no liability or responsibility for any breach of the Stripe Connected Account Agreement, or any costs, expenses, losses, damages, incurred by the Practice Customer as a result of such agreement. 

 Disputes, Refunds, Chargebacks, and any kinds of fines incurred as a result of the Practice Customer’s usage of the payment processing services are the sole financial responsibility Practice Customer. The Practice Customer understands and agrees that Nearheal may request or seek reimbursement from the Practice Customer for any costs arising due to Disputes, Chargebacks, Refunds, and any associated restrictions or sanctions imposed on Practice Customers. The Practice Customer will pay Nearheal the full amount of these fees when demanded.

 The terms “Refunds,” “Connected Account,” “Chargebacks,” “Disputes,” are defined in the Stripe Services Agreement and used in this Agreement with same meaning. 

 7. Intellectual Property Rights (IP) 

 Nearheal retains and maintains all intellectual property rights in the Services, as well as all Nearheal know-how, software, materials, data driven application, and methodologies used and applied in providing, delivering or incorporating the Services, the Appointment Plugin, or the Network (collectively, the “IPR”), and the Practice Customer reserves no rights in relation to that IPR. 

 The Practice Customer must always and only use the Services or engages with Nearheal platform for the reasons outlined and/or specified and/or articulated in this Agreement and not for any commercial purposes or objectives, including reselling the Services to third parties.  The Practice Customer may not replicate, duplicate, reproduce, modify, reverse-engineer, create or derive the Services, any application or software used by Nearheal to provide the same or similar Services to other health service providers of concern, or any IPR or any portion of them, or may attempt or initiate to do so.  The Practice Customer may not use any Nearheal logo or trade mark (save as expressly authorised under this Agreement and in materials specifically approved by Nearheal) without Nearheal’s prior written consent or approval.  Nearheal is granted a licence to use, utilize, reproduce, publish, modify, adapt, and otherwise exploit the Content published by the Practice Customer for the purpose of providing the Services by the Practice Customer and promoting Practice Customer as well as Nearheal’s services.  The Practice Customer understand and agrees that Nearheal may place any digital content on third-party websites or infrastructure, or provide any content to third-parties, in order to provide the Services through a separate website or via a partnering organisation. 

 8. Invoices and Fees 

 The fees and charges for the Services are outlined in the Form (or as individually negotiated in writing with Nearheal) and may be amended or modified from time to time in accordance with clause 14. (h). 

All Subscription Fees are payable as per selected time frame by the Practice Customers and requires to be paid in advance from the start of the Agreement unless otherwise agreed in writing by Nearheal. The Subscription Fees will be invoiced to the Practice Customer on a monthly basis by Nearheal. 

 Transaction Fees are payable monthly in arrears from the start of the Agreement, unless as indicated in paragraph (d) and unless otherwise agreed in writing with Nearheal. Nearheal will send the Practice Customer an invoice for Transaction Fees on a monthly basis.

Nearheal will receive and collect the charges and fee established by the Practice Customer for some Transaction Fees, such as those for the online prescription service or other tele-health services and send or remit the collected fee to the Practice Customer, less the amount of the incurred Transaction Fee. If a Visitor is unable to pay the fee or charge set by the Practice Customer, Nearheal holds no responsibility or liability for mobilizing or organising the fee on the Practice Customer’s behalf. If the Form specifies a trial period or free of charge, the payment and related terms for that period will be considered following the offers included in the Form or as otherwise agreed in writing with Nearheal. The Practice Customer must pay all charges and Fees payable under the Agreement following the requirements and on or before the due date, unless Nearheal has approved or agreed otherwise in writing. Fees needs be paid online by credit card or, by direct debit if the Practice Customer provides the necessary authorization.

The Practice Customer needs to submit valid credit card information if Nearheal requires in order to pay any charges or Fees. The Practice Customer authorises and/or approves direct debit and/or deduction from the card with any charge and/or Fees at the time of due date and as per payable, subject to any other arrangement for payment explicitly outlined and agreed in writing with Nearheal. If a Practice Customer authorizes payment by direct debit and their financial institution disapprove and/or fails to process the payment, the Practice Customer needs to pay immediately the balance due to Nearheal directly following methods agreed by Nearheal which may incur an additional administration fee to be charged. If there is a dispute, the Practice Customer may not withhold or deduct payment under any circumstances. If a scheduled payment is not received by Nearheal by the due date, Nearheal maintains the right to: 

• Suspend the Services, as well as the Practice Customer’s use of the Appointment Plugin or its Account, and/or its profile.
• charge interest at a rate of 5% per year above the RBA’s cash rate goal at the time, or the maximum rate permissible or approved by law, whichever is lower, calculated daily on all unpaid sums to Nearheal from the due date until the final payment date;
• recover any reasonable costs incurred by Nearheal in collecting any unpaid due or outstanding funds from the Practice Customer, including but not limited to commision, debt collection, solicitor’s fees, and any out-of-pocket expenses.

Nearheal will cancel or discontinue any promotional offers, discount, special pricing, preferential ranking, or any other benefits delivered to the Practice Customer. Nearheal will continue providing the services and will not suspend the Services, in situation when the Practice Customer is disputing the applicable Fees following a reasonable manner and with good faith while cooperating diligently to resolve or rectify the disagreement, if the Services are limited and/or suspended due to non-payment, Nearheal maintain rights to apply a re-activation fee. All fees that the Practice Customer is responsible for paying are exclusive of GST and other relevant taxes. Certain optional Services, such as reminder services or SMS notification, may require additional payments and/or the purchase of SMS credits beforehand by the Practice Customer. The details of any such additional services, and fees associated with them, will be detailed along with the description of the services, or separately via writing by Nearheal.  Nearheal will send an invoice to the Practice Customer for these fees, following the relevant information of the New Patient’s appointment. The Practice Customer understand and agrees the following charges and fees associated with a Search Marketing campaign or Digital marketing campaign or Search Engine Optimisation: 

• Only a portion of the monthly expenditure may go to media services provided by Nearheal Search Partners (for example, Facebook advertising, Google AdWords);
• The objective proportion spent on media services after deducting Nearheal service costs is 70% of the overall campaign monthly budget; andnote this is simply an estimate, and that actual or real media services cost and expenditures may differ across campaigns.  

9. Advertisement on Third-Party Websites

  Third-party advertising and information and links to third-party websites, may be found on the platform (“Third Party Content”). Nearheal does not endorse, support or accept any liability or responsibility for Third Party Content, including its accuracy, and cannot be held accountable for any reliance placed on Third Party Content by the Practice Customer. At its sole discretion, Nearheal may hire third parties to offer Third Party Content and follow stringent protocol to assess the credibility of the Third Party prior allowing in Nearheal, however, Nearheal by no means can provide assurance of the services offered by the third parties.

10. Termination, Renewal, and Term 

  The date the registration Form is completed and Practice Customer agrees to the terms and conditions of Nearheal, is considered as the start date of this Agreement. If a trial period is applied, during the trial period, either party may cancel this Agreement at any time by providing the other party written notice. If there is no trial period or if a trial period has ended without any party terminating this Agreement, either party may terminate this Agreement by giving the other party at least 30 days notice, save as follows: 

• a Featured Listing, if one is provided in the Services, that must run or remain active for a minimum of three months period of time from the date of activation; and/or
• if the Services include a Search Marketing campaign, the Search Marketing campaign must run for at least 6 months from the date of activation.
• Fees shall be payable by the Practice Customer up until the date of termination.

Only the practice owner or the person whose credit card and authorisation were used to authenticate and authorise payment can issue the notice of termination under paragraphs (b) and (c). If Nearheal terminates the Practice Customer Agreement in accordance with clause 10(b), it will reimburse any pre-paid Fees for which Nearheal will not supply Services. Furthermore, Nearheal may discontinue or terminate this Agreement immediately upon written notice to a Practice Customer if the Practice Customer: 

• knowingly and willfully breaches this Agreement;
• is in danger of becoming or becomes subject to any kind of bankruptcy administration or insolvency or bankruptcy administration; or ceases to be able to pay its debts following due date;
• loses its authority or regulatory permits or licenses to provide the relevant healthcare services;
• behaves in a way that is deliberately detrimental to Nearheal’s goodwill and reputation; or
• is abusive or vicious to members of the Nearheal team,

  Nearheal is not obligated to provide the Practice Customer with a refund or credit for any fees paid where the service is consumed.   

11. Liabilities, warranties, and indemnities 

  Nearheal is by any means is not and should not be considered as a healthcare provider, and the Practice Customer agrees and understands that Nearheal is not responsible or liable in any way for the care of a patient and/or visitor. The Practice Customer is solely and aexclusively accountable and responsible for the care of its patients and/or visitors in the relationship and contractual arrangement between the Practice Customer and Nearheal. The Practice Customer indemnifies Nearheal against all and any Claims resulted from or related to any services delivered or treatment provided or not provided) to a patient or visitor by the Practice Customer, or resulted from or related to the Practice Customer’s wrongful or inappropriate use or application of the Services, or arising or resulted from or related to a breach of applicable privacy policies or laws by the Practice Customer. Certain restrictions or regulations imply conditions, terms, or warranties in addition to this terms and condition and requires additional contracts for the supply or delivery of goods or services that cannot be monitored or observed or accessed by Nearheal. Nothing in this Agreement is intended to restrict, prevent or limit the application or use of such laws in any means. 

  To the highest extent approved and permissible by law, Nearheal disclaims all imposed or implied rights, guarantees, remedies, conditions, and warranties of or in favour of any Practice Customer or third party in respect of goods and services linked to the Practice Customer’s use of the Services, that include: 

• Nearheal offers no guarantee that the Services, or any third-party services enabled or facilitated through the Nearheal platform, will be immediate, free of delays, interruptions, errors, or bugs or viruses.
• Nearheal is not accountable or liable for any loss or damage incurred by a Practice Customer arising for a failure to back up data stored on its own systems, including appointment data and visitor records.
• Nearheal shall not be accountable or liable for any damages or losses incurred arising due to the Practice Customer’s negligence, or failure to follow reasonable directions or breach of the Agreement.
• Nearheal makes and provides no assurances about the security of any information sent or transferred over the internet and is not liable for any data loss, corruption, or interception that occurs outside of Nearheal’s digital systems (such as those which occur while being sent over the internet). 

  If any term, warranty, condition, guarantee is imposed or implied into this Agreement and cannot be omitted or excluded, Nearheal’s liability for a breach of the implied term, condition, warranty, or guarantee will be limited to the extent permitted by law, and will be determined by Nearheal’s sole discretion: 

• Any one or more of the following: delivery of equivalent products, replacement of goods, or payment of the cost of replacing or obtaining equivalent goods in the case of goods; and
• The resupply of services or the payment associated of the cost of delivering the services resupplied in the case of services.

  Nearheal: To the fullest extent permitted by law, excludes all liability for any indirect or consequential loss, including loss of opportunity, profits, goodwill, or business reputation; and Limits its total responsibility for all Claims arising out of or in connection with this Agreement or the Services in each consecutive 12-month period from the date of this Agreement’s inception  to the Fees paid under this Agreement during that 12-month period, whether for breach of contract, tort (including, but not limited to, carelessness), legislation, or any other legal ground.

12. Use of the Network and Privacy Policy 

  The Practice Customer acknowledges that Nearheal has informed them of the company’s practices and policies regarding the collection, use, and storage of personal data, which are detailed in Nearheal’s Privacy Policy at https://Nearheal.com.au/privacy.php. The Practice Customer understand and agrees that any personal information supplied or submitted to Nearheal will be used in compliance with Nearheal’s Privacy Policy. The Practice Customer’s use of the Network is governed by the terms and conditions that govern the use and access to the Nearheal Network, and the Practice Customer agrees to abide by and be bound by such terms and conditions. When a Practice Customer uses the Services to access or acquire (or commence the collection of) personal or health information from a patient or Visitor, the Practice Customer warrants that it has made and will obtain consent, will make all applicable disclosures from such individual following robust duty of care and due diligence.

13. Extenuating Circumstances 

  If a party to this Agreement fails or delays to perform its agreed obligations under the Agreement due to Force Majeure, the party is not liable. A scenario beyond the reasonable control of the non-performing party is referred to as “Force Majeure” in this Agreement. If a party’s failure or delay in performing its duties is due to Force Majeure, that party’s obligations will be suspended for the duration of the delay.  

Nothing in this Clause 13 pertains to a monetary obligation.   

14. General 

  If any of the papers that construct this Agreement are incompatible, the sequence of priority for purposes of construction is as follows (where the Form’s provisions predominate over the other documents to the extent of the incompatibility, and so on): 

• the Type;
• these terms and conditions; and
• any other document referred to in the Agreement or included in it.

  Nearheal warrants and indicates that the Practice Customer has not relied on any influence, term, incentive, undertaking, or representation made by or on behalf of Nearheal that is not clearly articulated or contained in this Agreement. The parties agree that the terms and conditions of this Practice Customer Agreement, and matters related to its performance, are strictly confidential and will not be disclosed to third parties without agreement of both parties, unless disclosure is mandatory required by law or is to the respective parties’ advisors, who will be required to maintain or keep the disclosed information confidential. Nothing in these T&Cs should be contemplated or interpreted as establishing a partnership between Nearheal and the Practitioner, or as designating one party as the other’s agent. Email or an electronic message to the Account may be used to delegate or provide notice. Nearheal may communicate notice to the Practice Customer by posting an electronic message to the Account or sending an email to the address supplied by the Practice Customer during the sign-up or account set-up process, or as later notified by the Practice Customer. Notices can be sent to Nearheal at [email protected] by the Practice Customer. Unless the sender receives an automated message that the email has not been sent, notice by email is considered handed over or given and received at the moment it was sent (as recorded on the device from which the sender sent the email). Unless otherwise agreed in writing, this Practice Customer Agreement constitutes the whole agreement between the parties and substitutes any earlier agreement or prior written or oral representations or agreement concerning the same subject matter. 

  The Practice Customer Agreement will be construed and governed following the laws of the jurisdiction in which it operates (or, if there are multiple jurisdictions, the State of Western Australia), and the parties agree to submit to the non-exclusive jurisdiction of the courts of that jurisdiction. 

  Nearheal reserves right to change the Practice Customer Agreement at any time, including amendment of fees and charges for the Services or incorporating variation of Terms. Any Variation of Terms will be notified and/or communicated to the Practice Customer at least 30 days in advance. Nearheal’s notice will contain the date the terms will take effect. Upon notified, it may terminate this Agreement in accordance with clause 10 of this Agreement (b), if the Practice Customer does not intend or agree to continue receiving Services following the Variation of Terms. The Practice Customer’s continued use of the Services or Network after the effective date of the Variation of Terms shall be considered or deemed acceptance of such variation or amendments by the member. The Variation of Terms will have no effect on any liabilities or rights that exist prior to the effective date of any revision to this Agreement. 

  Neither party may transfer or assign any right or obligation under the Agreement (by operation of law or otherwise) without obtaining the other party’s prior written consent, which may not be delayed or withheld in an unreasonable manner. Any assignment in violation of this paragraph shall be null and void. Without the Practice Customer’s consent, Nearheal may assign the Agreement or any rights granted in the Agreement, in whole or in part, to either: 

 to a Business Partner 

• related with Nearheal’s or an Affiliates’ sale of a division, product or service; or
• in situation of Nearheal’s reorganisation, merger, acquisition, or divestiture, or any other similar business transaction. 

  If any part of this Agreement is ruled or deemed invalid for any reason or causes, the validity of the remaining portions of the Agreement will remain unaffected, and the remaining portions will remain in full force and effect as if this Agreement had been executed excluding the invalid component. 

NOT MEDICAL ADVICE 

  The information accessed via Nearheal website is general in nature, therefore do not intend to offer medical advice. In case visitor has a health concern, it is important to consult with respective health professional.  Consideration of any information within the Nearheal website should be ALWAYS consulted with a qualified health service professional.

Welcome to NearHeal! 

  The terms and conditions that are outlined in this document dictate the method how a user can use NearHeal’s website that is located in the address at https://nearheal.com.au. 

  It is assumed that the user of this website agrees to the terms and conditions outlined in this document whenever access to Nearheal website. Nearheal understand that by accessing this website, the user agrees to these terms and conditions. You are advised not to use the Nearheal website If you do not agree to all of the terms and conditions outlined in this document.  

    Cookies 

  Cookies are used on this site. By using NearHeal, you give informed consent to the usage of cookies following NearHeal’s Privacy Policy. Cookies are used by most interactive websites to enable us to recover the user’s information of each visit. Nearheal uses cookies to enable the functionality of specific areas and to facilitate the easier navigation for visitors. Cookies may also be used by certain of our affiliate/advertising partners. 

 License 

  Unless otherwise specified, NearHeal and or its licensors owns all intellectual property rights in Nearheal website and/or. All rights to intellectual property are reserved. You may download a specific content or information for personal use from Nearheal, subject to the limits set forth in these terms and conditions. 

    You are not permitted to: 

• Republish Nearheal’s content.
• Nearheal’s content or material material can be sold, rented, or sublicensed.
• Replicate, reproduce, redistribute or copy Nearheal’s material or  

  The term of this agreement starts on the date hereof. Parts of this website allow users to post, publish and exchange ideas, thoughts and information in designated places. Before they appear on the Internet, Nearheal does not edit, filter, publish, or review Comments. Nearheal, its agents, and/or affiliates may not or do not necessarily agree with the perspectives or views communicated or expressed in the comments. The views and opinions communicated or expressed in comments reflect the views, perspectives and opinions of the individual who posted or authored the comments. Nearheal shall not be accountable or liable for the Comments or holds any damages, liabilities, or expenses suffered or caused as a result of the use of and/or posting of and/or appearance of the Comments on this website, to the extent approved or permitted by applicable laws. 

Any comments that are inappropriate or that go against these terms and conditions may be edited, deleted, or otherwise removed by NearHeal with no warning.

The following is what you promise and represent: 

• You have the necessary rights, licenses, and consents to post the Comments on our website.

• The Comments do not infringe on any patents, copyrights, or trademarks belonging to third parties. Nothing in the Comments is libelous, defamatory, insulting, obscene, or otherwise unlawful and does not constitute a privacy invasion.

• Through the use of the Comments, no commercial, customary, current commercial, or illegal behavior will be encouraged or solicited.

• By agreeing to this agreement, you grant Nearheal a non-exclusive license to use, reproduce, edit, and permit others to use, reproduce, edit, in whole or in part, all of your Comments across any forms, media, or platforms.

  Linking to Our Content

The following organizations are prohibited from linking to our website without express written consent:

• Federal and state governments;
• Web-based search engines
• Publication-related businesses;
• Online directory distributors are permitted to link to our website in the same way that they link to the websites of other companies included in the directory; and
• System wide de-Accredited Businesses are not allowed to connect to our website, with the exception of promoting non-profit organizations, charity shopping centers, and charity fundraising clubs.

These organisations can link to Nearheal website at free of cost, publications, or other Website or digital content as long as the link: (a) is not misleading; (b) does not falsely imply or mislead sponsorship, endorsement, or approval of the linking party or its products and/or services; and (c) is appropriate and consistent for the linking party’s site.   

Other link requests from the following types of organisations may be considered and approved following careful assessment: 

  sources of information for consumers and/or businesses that are well-known;

• websites connected to the dot-com sector;
• organizations that represent charities, such as associations;
• internet directory distributors;
• portals on the web
• consulting, accounting, and legal firms;
• Higher education institutions and trade associations

 Nearheal will approve link requests from these organisations conclude that: (a) the link would not reflect adversely or poorly on Nearheal or the accredited businesses listed in Nearheal websites; (b) the organisation has no prior negative records or incidents with Nearheal or any other organisations that are ended in legal dispute which is not resolved; (c) the benefit or advantage to Nearheal from the hyperlink’s visibility reimburses for the absence of NearHeal; and (d) the link is in the context of general resource data and information. These organisations are encouraged and welcome to link to our home page as long as the link: (a) is not misleading or confusing; (b) does not wrongfully indicate endorsement, sponsorship, or approval of the linking party or its products or services; and (c) is appropriate and consistent for the linking party’s site. If you are one of the organisations mentioned above and would intend to link to Nearheal website, please contact Nearheal by e-mail including your name, your organisation’s name, contact information, and the URL of your site, and a list of any URLs from which you prefer to link to Nearheal Website, and a list of the URLs on our site to which you would like to connect or integrate. Please allow two to three weeks for a response.   

The following URL may be used by authorized organizations to link to our website: 

• using the name of our business; or
• utilizing the associated Uniform Resource Locator (URL); or
• By use any other characterization of our Website that is reasonable given the context and content structure of the third party’s website.
• No usage of the NearHeal logo or other works of art will be allowed without a trademark licence agreement.

  iFrames 

  You may not create frames around our Webpages that modify or manipulate the visual representation or presentation or look or design of Nearheal’s Website without prior consent and written approval.  

  Liability for Content 

  Nearheal will not be held responsible and/or liable for any information and/or content published and/or displayed on Practice Customer’s profile within Nearheal and own website. You undertake to indemnify and defend Nearheal against all and any claims that result from practice customer’s website. There should be no link(s) on any Website that could be construed or identified as obscene, defamatory, or illegal, or that infringes, otherwise violates, or supports the violation or infringement of any third-party rights.  

Policy related to Personal Information 

Please read our Privacy Statement. 

Reservations of rights

  We maintain the right to instruct you to delete all the links to Nearheal website, or any particular link to Nearheal website. You agree to delete and/or remove all connections to our website immediately as per our request. We maintain the right to amend and/or change these terms and conditions and the linking policy, at any time without prior notification. It will be understood that you agree to follow and be bound by these linking terms and conditions if you continue to link to our Website after any changes in the terms and conditions or policy related to linking or use of profile. 

Practice customer’s website’s links have been removed or cannot be accessed

  You are welcome to alert or contact us at any time if you identify and/or notice any link on our website that is offensive for any reason. Requests to delete and/or remove links will be considered seriously, but we are not bound to do so or to react to your response individually.  

    We provide no guarantees about the accuracy, comprehensiveness, and/or quality of information on this website and we make no guarantees that the website will stay live and/or available or that the material and/or content on the website will be maintained up to date. 

  Disclaimer 

  We disclaim any warranties, claims, warranties, and conditions in relation to our website and its use to the highest extent permissible by applicable law. Nothing in this disclaimer is intended to: 

• exclude or reduce our or your liability in the event of personal or harm
• exclude or limit our or your liability for fraud or deception.
• restrict or limit any of our or your liabilities in any way that isn’t appropriate and/or legal; or
• exclude any of our or your liabilities that are not acceptable and/or permitted by applicable law to be excluded.

    The prohibitions and restrictions of responsibility articulated and set forth in this Section and elsewhere within this disclaimer: (a) apply to all obligations resulted that are within the scope of this disclaimer, including tort, contract, and statutory duty breaches and may subject to the preceding paragraph. We will not by any means be liable for any damage and/or loss of any kind while website and the information and services on the website are offered without charge.