Medical professional Agreement

Parties and background:

Clinic online (ACN) of 12A Stanhope Grove Camberwell, VIC 3124 (‘we’, ‘us’ and ‘our’)

Clinic online is an online platform created by us that provides telemedicine services to patients, connecting them with licensed Medical professionals for remote consultations, diagnosis, and treatment. and

Medical Professional (‘you’)

Clinic online authorizes a Medical professional to use the Clinic online Platform to provide Services to Patients on the terms and conditions set out in the below Agreement.

The Agreement:

1. Definitions:

a) Effective Date means the day on which this Agreement is executed.
b) End Date means the date on which this Agreement is terminated in accordance with its terms.
c) Clinic online platform means the Clinic online software platform provided by us to the Medical professional for the purposes of this Agreement.
d) Patient Fees means the fees charged by the Medical professional for Services provided to Patients.
e) Patient means a person to whom the Medical professional has provided Services.
f) Privacy Laws means all applicable Commonwealth, State and Territory privacy, health records or similar legislation, including the Privacy Act 1988 (Cth).
g) Service Fees means the fees to be paid to us by the Medical professional under this Agreement.
h) Services means telemedicine consultation services delivered by the Medical professional using the Clinic online Platform.
A reference to a clause is a reference to a clause of this document.
A reference to any legislation or legislative provision means that legislative provision as amended from time to time.

2. Duration of agreement:

2.1 This Agreement comes into effect on the Effective Date and ends on the End Date.

3. Delivery of services from Clinic online Platform

3.1We will make the Clinic online Platform accessible and available to the approved Medical professional to provide Services.
3.2We will provide the Medical professional with technical support and support services for the Clinic online Platform and Clinic online patient records.

4. Terms of Use of Clinic online Platform

4.1 While this Agreement is enforced, the Medical professional will be authorised to access the Clinic online Platform to deliver the Services.
4.2 The Medical professional must only use the Clinic online Platform for the purpose for which it was created and provision of the Services.
4.3 The Medical professional must not use the Clinic online Platform for any other purpose.
4.4 The Medical professional must NOT use the Clinic online Platform in a manner that may damage the reputation of Clinic Online as a company or the platform.
4.5 The Medical Professional must not use the Clinic online platform in an unlawful manner.
4.6 The Medical professional is responsible for keeping their access to the platform private and secure. You must not allow any other person to access the Clinic online Platform under the Medical professional’s name.
4.7 The Medical professional must not transfer, assign or subcontract any part of this Agreement to another person without our approval.
4.8For purposes of clause 4.7 our approval will be withheld.
4.9 The Services must be provided by the Medical professional to the highest professional standards and in compliance with best practice at all times.
4.10The Medical professional is required to deliver the Services in adherence to:
4.10.1 All applicable laws, regulations, standards, and codes of practice, as outlined by the Medical Board of Australia's "Good Medical Practice: A Code of Conduct for Doctors in Australia.
4.10.2 The professional standards for consultation, including video consultations, established by their respective Royal Medical Colleges
4.10.3 Any relevant mandates and directives issued by governmental bodies or regulatory agencies
4.10.4 The policies and procedures established by us, and communicated to you, regarding the utilization of the Clinic online Platform.

5. Record Keeping

5.1 The Medical professional must keep records of all Services provided using the Clinic online Platform (Patient Records); and ensure that copies of Patient Records are stored on the Clinic online Platform only.
5.2 The Medical professional is required to maintain comprehensive records that align with the guidelines outlined by AHPRA in 'Telehealth Consultations with Patients”.
5.3 At a minimum, the Patient Records taken by the Medical professional must:
5.3.1 clearly identify the name, DOB and address of each Patient;
5.3.2 explain the process and limitations of telehealth and record each Patient's understanding of this.
5.3.3 record each Patient's consent to a telemedicine consultation;
5.3.4 have a new entry for every new consultation and be recorded on the date of consult.
5.3.5 provide significant clinical information to explain what the consultation was for and the type of Service provided on each consult; and
5.3.6 be sufficiently detailed so that another Medical professional can provide continuity of care as needed based on the patient records.
5.4 The Medical professional's Patient Records must be up to date and completed:
5.4.1 at the time the Medical professional provides the Service; or
5.4.2 as soon as practicable after the Medical professional provided the Service.
5.5 All Patient Records created by the Medical professional are our property.
5.6 The Parties must make and keep any other records required for the performance of this Agreement.

6. Confidentiality

Both parties agree to maintain the confidentiality of any patient information, medical records, and other sensitive data obtained or disclosed while providing or receiving telemedicine services under this Agreement.

6.1 The Medical professional must work in compliance with all Privacy Laws applicable to the delivery of the Services.
6.2 The Medical professional must work in compliance with any of our requests that are required to ensure we comply with our obligations under Privacy Laws.

7. Revocation of Access

7.1 We have the right to revoke the Medical professional's access to the Clinic online Platform at any time for any reason without incurring any liability for that decision.
7.2 We may choose to reinstate the Medical professional's access to the Clinic online Platform at any time after it has been revoked as long as this Agreement has not expired or been terminated.

8. Registration and Insurance Registration

8.1 The Medical professional must maintain current AHPRA registration as a medical professional under the Health Medical professional Regulation National Law during the term of this Agreement; and
8.2 The Medical professional must provide details of that registration to us, upon entry into this Agreement and upon each renewal of the registration and when requested.
8.3 The insurance policies that need to be maintained by the Medical professional include:
8.3.1 professional indemnity that complies with the Medical Board of Australia's Professional indemnity insurance arrangements registration standard.
8.3.2 personal insurance for accident, injury or illness suffered while providing the Services.

The Medical professional must give us documentary evidence of their Medical Indemnity and insurance policies required under this Agreement upon entry into this agreement, upon request and we hold this record beyond the expiry or termination of this Agreement.

9. Notification of complaints

9.1 The Medical professional must promptly notify us upon becoming aware of any complaints made about the Medical professional's performance, conduct, or health, including:
9.1.1 complaints to the Health Services Commissioner, Health Care Complaints Commissioner or a similar body;
9.1.2 notifications to the Medical professional's registration Board;
9.1.3 complaints to a Privacy Commissioner;
9.1.4 criminal charges or convictions; and
9.1.5 investigations by regulator or a police force.
9.2 For clause 9.1, the notice must include:
9.2.1 Information regarding the substance of the complaint or investigation; and
9.2.2 Any relevant documents pertaining to the complaint or investigation; and
9.2.3 any documents relating to the complaint as reasonably requested by us.

10. Relationship between Parties Appointment of Agent

10.1 Clinic online is an agent appointed by the Medical professional to:
10.1.1 receive Patient Fees charged by the Medical professional to Patients; and
10.1.2 disburse that money to the Medical professional in accordance with this Agreement.
10.2 The relationship between the parties is that of independent contractors in respect of the provision of the services provided under this Agreement.
10.3 Except for the before mentioned association in clause 10.1, neither party is an employee, partner, agent (other than for the purposes of clause 10.1), representative, trustee or joint venture of any other party.

11. Fees

11.1 The patient fees charged by the Medical professional must be determined by us.
11.2 The Medical professional will provide us with sufficient information in a prompt manner to enable us to process Patient Fees in accordance with this Agreement.
11.3 In return for performance of our obligations under this Agreement, the Medical professional must pay us a flat rate of 30% (unless pre-agreed) out of its Patient Fees (exclusive of GST) per privately paid consult.
11.4 In return for performance of our obligations under this Agreement, the Medical professional must pay us a flat rate of 30% (unless pre-agreed) out of its Patient Fees (exclusive of GST) per Medicare paid consult.
11.5 When a Patient pays Patient Fees charged in the name of the Medical professional, the Medical professional authorises us to:
11.5.1 deduct and retain the Service Fee; and
11.5.2 pay the remaining Patient Fees to the Medical professional within 5 business days.

12. Goods and Services Tax

12.1 Terms used under this heading and in clause 12 have the same meaning as those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
12.2 The Medical professional must pay us any amount of GST the Medical professional is required to pay at the same time and in the same manner as the Medical professional is required to pay the consideration for the supply to which the GST relates.
12.3 We must issue a tax invoice in the format required by the law to the Medical professional for the supply. The tax invoice must set out the amount of the GST payable by the Medical professional. The tax invoice must be issued at the same time as the consideration for the supply is due from the Medical professional.
12.4 Each party must take all reasonable steps to assist each other to comply with any GST obligations arising out of this Agreement.

13. Liability and Indemnity

13.1 The Medical professional is liable for and indemnifies us, our directors, officers, employees and agents in respect of any liability, loss, claim or proceeding relating to the Medical professional's delivery of Services to Patients.
13.2 Clause 13.1 does not apply insofar as the liability, loss, claim or proceedings are attributable to our acts or neglect, or the acts or neglect of those for whom we are legally liable.
13.3 Clause 13 survives the expiry or termination of this Agreement.

14. Dispute Resolution

14.1 A dispute arising out of, or in relation to, this Agreement, apart from a dispute relating to termination must be dealt with in accordance with this clause.
14.2 Both parties must continue to perform their obligations under this Agreement while the dispute resolution process is followed.
14.3 Neither party may commence any proceedings in relation to the dispute in any Court or Tribunal unless the dispute resolution process in this clause has been followed.

14.4 A dispute will be dealt with in the following way:
14.4.1 the Medical professional must notify us of the nature of the dispute as soon as possible;
14.4.2 our nominated representative will discuss the dispute with the Medical professional; and
14.4.3 if that discussion fails to resolve the issue, then the matter shall be referred to an independent third party selected by agreement between the two parties and or, in the absence of agreement, by the President of the Victorian Law Society.
14.5 The expert must decide on the dispute.
14.6 Both parties are bound by, and must follow, the expert's decision.
14.7 The cost of the expert will be equally shared between the parties.

15. Termination Our Right of Termination

15.1 We may immediately terminate this Agreement without notice if:
15.1.1 we revoke the Medical professional's right to use the Clinic online Platform for any reason; or
15.1.2 we become aware of a complaint or investigation within the meaning of clause 9.

16. Variation

Any variation to this Agreement must be in writing and signed by both parties.

17. Notices

17.1 Notices served on us must be personally delivered, sent by registered post, or emailed to the address provided on our website.
17.2 Notices served on the Medical professional must be personally delivered, sent by registered post, or emailed, to the address that the Medical professional notified to us in the registration process.

18. General

18.1 This document records the whole of the Agreement between the parties.
18.2 Any part of this Agreement that is unenforceable, invalid or illegal is to be treated as if it were omitted from the document.

19. Non-Compete Agreement

19.1 Throughout the duration of the business relationship and within the timeframe specified in the "Time Period" clause of this Agreement (hereinafter referred to as the "Time Period"), the Medical Professional shall refrain from any direct or indirect interaction with Clinic online's customers beyond the scope of services provided to them on the Clinic online platform.
19.2 During the duration of the business relationship and as delineated in the "Time Period" clause of this Agreement, the Medical Professional shall refrain from engaging in any direct or indirect solicitation of business from Clinic online's customers or clients, or from selling, licensing, or providing similar products or services to them.
19.3 Furthermore, during the business relationship and within the time frame specified in the "Time Period" clause of this Agreement, the Medical Professional is prohibited from utilizing Clinic online's confidential client information to solicit quotes or transfer business to competing entities
19.4 Additionally, during the business relationship and for the duration specified in the "Time Period" clause of this Agreement, the Medical Professional is prohibited from directly or indirectly soliciting, inducing, or attempting to induce any employee or contractor of Clinic online to terminate their employment or contract with Clinic online.
19.5 The Medical professional shall not, at any time or in any manner, whether directly or indirectly, utilize, for personal gain, or disclose, communicate, or divulge in any way, any proprietary information belonging to Clinic online. The information's nature and manner of disclosure are such that a reasonable person would recognize it as confidential. The Medical professional is obligated to safeguard such information and treat it with utmost confidentiality.
19.6 For the purposes of this Agreement, the "Time Period" means, from the Termination date of this Agreement, the following amount of time:
19.6.1 Two years;
19.6.2 One year;
19.6.3 6 months.
19.6.4 Clause 19.6 survives the expiry or termination of this Agreement.
With the understanding that each time frame specified in this definition of the "Time Period" constitutes a distinct and separable provision. Should a court of competent jurisdiction deem any of these individual provisions unenforceable, either wholly or partially, the enforceability of the remaining provisions or any other clauses will remain unaffected. 19.7 In the event of a breach of this Agreement, Clinic online will be entitled to seek injunctive relief to enforce the terms of this Agreement.
19.8 In case of litigation, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and legal fees incurred in enforcing this Agreement.