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Terms and Conditions Acknowledgement

1. Introduction

  1. This agreement governs the provision of the Services.
  2. You can accept this Agreement as described in our engagement letter, or by continuing to instruct us in relation to the Services.

2. Our Services

  1. Unless expressly specified in our engagement letter, the Services are not performed in
    accordance with any auditing, review or assurance standards and the use of the terms “audit”, “assurance” or “review” or any similar in any materials, including the engagement letter or deliverables, whether express or implied, is not intended to suggest otherwise.
  2. We may provide services to persons whose interests compete or conflict with yours, provided that where we determine that the provision of such services gives rise to a specific and direct conflict of interest,

3. Information and Access Provided To You

  1. You agree to promptly provide us with all relevant assistance, information, access to personnel, and other materials, reasonably required to provide the Services.
  2. We will rely on the accuracy and completeness of Your Materials and will not verify it. You must notify us in writing of any changes to Your Materials that may affect the Services.
  3. In providing the Services, we will only be regarded as having or knowing information provided to or known by the Personnel providing the Services. This is the case even if other Personnel have separately been provided or know additional information.
  4. We may use the information obtained in performing the Services for Business Purposes,
    provided that any outputs are anonymous or aggregated so that no Personal Information or information relating specifically to you is reasonably identifiable.

4. Use of Our Services

  1. Any Deliverable is for your sole use and benefit and may only be used for the purpose set out in this Agreement or otherwise agreed by us in writing. Subject to Clause 6(b), you may not provide any Deliverable to a third party, or use our name, logo, trademarks in any marketing, promotional material or other publication unless required by law or with our prior written consent.
  2. We will not update the Deliverables after we have delivered them in final form and will not be responsible for any changes you make to them without our prior written consent.
  3. You are responsible and accountable for managing your business and affairs and deciding what to do after receiving the Services, including whether to implement our advice or recommendations.

5. Our Fees

  1. You agree to pay our fees set out in the engagement letter and where applicable
    compliance charges per clause 5.d.
  2. Our fees and expenses are quoted exclusive of GST unless otherwise stated.
  3. You agree to pay our fees and expenses within 7 days the date of issue of our invoice.
  4. If we are required by law or any judicial, regulatory, professional or administrative process (excluding any claim or regulatory action against us) to produce information or give evidence in relation to the Services, you agree to pay for the time spent and any expenses incurred by us in complying and cooperate with us, including to provide any consent, for us to comply.

6. Confidential Information
  1. Each party will keep the other’s Confidential Information confidential and use it only for the purposes permitted in this Agreement. Each party will protect the other’s Confidential Information as if it would protect its own, using at least a reasonable standard of care.
  2. We may disclose the other’s Confidential Information to:
    1. our insurers, professional advisers or financiers;
    2. the extent required for us to comply with applicable professional or ethical standards or codes, or where we are required to do so by a regulator;
    3. the extent required by law;
    4. with the prior written consent of the disclosing party.
  3. We may use and disclose:
    1. knowledge, experience and skills of general application gained through
      providing the Services;
    2. your clinic name, logo, and a description of the Services for marketing purposes.
  4. We own our internal working documents and all intellectual property rights in the Services. We grant you a non-exclusive, non-transferrable, royalty free licence to use the Deliverables in accordance with Clause 4(a).
  5. This Agreement does not affect any ownership of any intellectual property rights you have in Your Material. You grant us non-exclusive, nontransferrable, royalty free licence to use Your Materials as described in this Agreement. You must ensure that use of Your Materials in accordance with this Agreement does not infringe the rights of third parties.
  6. You agree to provide all necessary notifications and obtain any necessary permissions or consents in connection with our use of Personal Information
    or Confidential Information as contemplated by this Agreement.
7. Liability

  1. To the extent permissible by law, we are not liable for any indirect or consequential Loss, Loss to business, goodwill or reputation, Loss of revenue or profits; Loss of, or damage to, or unauthorized access to data; or business interruption.
  2. You agree not to bring a claim against any Personnel in connection with any services they
    perform which fail to meet the requirements of the Agreement.
  3. Each party (“indemnifying party”) indemnifies the other party (“indemnified party”) against any loss, expense, damage or liability suffered or incurred by the indemnified party as a result of a Claim arising out of or in connection with an act or omission of the indemnifying party in performing its obligations under this agreement, (including the provision of the Services).

8. Suspension and Termination

  1. We may suspend the Services for as long as any fees payable by you are overdue; you fail to provide us with assistance, information, or access required under clause 3 or if there is a dispute per clause 9.
  2. Either party may terminate this Agreement immediately by written notification if the other
    materially breaches this Agreement and fails to remedy the breach within 14 days; the other
    becomes insolvent; or the services are suspended for greater than 21 days per clause 8(a).
  3. We may also terminate this Agreement with written notice if, in our reasonable opinion, our
    provision of the Services breaches any applicable laws, regulations, professional or ethical standards or codes or has the potential to bring us into disrepute.
  4. Termination does not affect any accrued rights of either party including your obligation to pay our fees and expenses for work performed up to the effective termination date.

9. Dispute Resolution

  1. If any dispute arises in connection with this Agreement, the party raising the dispute must
    notify the other party with sufficient detail to enable for the dispute to be considered (Dispute
    Notice) and the parties must engage with confidential senior level negotiations with a view to resolving the dispute.
  2. If a dispute has not been resolved in 14 days after the Dispute Notice, the parties agree to refer the dispute to mediation as soon as practical.
  3. If a dispute has not been resolved following mediation, the dispute must be referred to
    arbitration.

10. General

  1. This Agreement is governed by the laws of South Australia (SA) and subject to clause 9, the parties unconditionally submit to the exclusive jurisdiction of the courts sitting in SA.
  2. This Agreement does not limit or exclude any liability of a party that cannot be excluded or limited by law.
  3. Subject to clause 10(b), this Agreement constitutes the entire agreement between us regarding the provision of the Services and supersedes all previous agreements or understandings relating to the Services. No variation of this Agreement is effective unless agreed by the parties in writing.
  4. If there are inconsistencies between these terms and the engagement letter, the engagement letter terms will prevail.
  5. Neither party will be liable for any failure to perform its obligations (other than obligation to pay) under this Agreement to the extent that the performance is delayed, prevented, restricted or interfered with for any reason beyond the reasonable control of that party.
  6. Nothing in this Agreement is intended to constitute a fiduciary relationship, relationship of employment, or an agency, partnership, franchise or trust.
  7. Clauses 3(d), 4, 5, 6, 7, 8(d), 9 and 10 survive termination or expiry of this Agreement, together
    with any other clause by its nature is intended to do so.

Definitions

Agreement means these terms and the engagement letter provided with these terms.

Business Purposes means to enable us to provide and enhance services and deliverables to clients, to develop expertise and know-how, to undertake benchmarking, analytics, and thought leadership.

Confidential Information means information disclosed in connection with this Agreement which by its nature is confidential, is designated as confidential, but does not include information that is in the public domain without breach of confidence, is obtained from a third
party without an obligation of confidence, or is independently developed without breach of this Agreement.

Deliverable means any advice, recommendation, information or other deliverable made available to you in any form, whether electronic, digital, hard copy or
otherwise (including any draft).

Loss means any loss including any liability, cost, expense (including legal costs on a full indemnity basis), Claim, proceeding, action, demand or damage suffered by you in connection with the Services.

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth)

Personnel means the officers, employees, contractors, secondees and agents of us
Services means the services and Deliverables that we do, or required to, provide to you as set out in our engagement letter.

We, us (or derivatives) means Rate My Clinic, ABN: 33 084 046 702

Your Materials means any information, materials, systems, technology or equipment provided or made available to us by you or third parties on your behalf in the performance of the Services.