MyCare Plus - Service Agreement

RECITALS

1. These Practice Customer Terms and Conditions (“T&Cs”) apply to the supply of any and all Services by MyCare Plus Pty Ltd ACN 623 357 246 (“MyCare Plus”) and Active Help Pty Ltd ACN 622 558 650 (“Active Help”) whether those Services are provided through its website or otherwise.

 

2. Anyone submitting a Form and/or otherwise utilising or accessing the Services is deemed to agree to these T&Cs and the other terms of the Agreement. A “Practice Customer” includes a person or organisation named as a “Practice” and/or a named as a “Practitioner” and/or otherwise identified as a practitioner user of the Services in a Form.

 

3. A Form in combination with these T&Cs constitutes the “Practice Customer Agreement” (or the “Agreement“) between MyCare Plus, Active Help and each applicable Practice Customer. This Agreement binds each Practice Customer referred to in a Form jointly and severally and each reference to a Practice Customer is a reference to each of the Practices referred to in a Form and each Practitioner named as a user of the Services in that Form.

 

4. The Practice Customer has agreed to subscribe to the Service provided by MyCare Plus and Active Help described in the Agreement for the purposes providing health services.

 

OPERATIVE PART

1. Definitions

 Account: online account made available to a Practice Customer by MyCare Plus and/or Active Help to enable the Practice Customer to manage among other things its profile and Appointment Plugin and access other digital services provided by MyCare Plus.

 

Claim: means, in relation to any person, a damage, loss, cost, fine, penalty, expense or liability incurred by the person or a claim, action, proceeding or demand made against the person, however arising and whether present or future, fixed or unascertained, actual or contingent.

 

Fees: means the fees payable by a Practice Customer to MyCare Plus for the Services, and includes Booking Fees, Provider Handling Fees, and Transaction Fees. It also extends to encompass any fees payable by Active Help to any Practice Customer in exchange for their services.

 

Form: means the online registration pages or other MyCare Plus and Active Help registration forms or agreement a Practice Customer completes in signing up for the Services, together with the information provided in them, and also includes any MyCare Plus and/or Active Help form submitted by a Practice.

 

Practice: means a healthcare practice, centre, clinic, medical practice or office within which one or more Practitioners provide healthcare services (which could be a sole practitioner or an entity or other association).

 

Practitioner: means an individual that is a provider of healthcare services (either as a sole practitioner or with other practitioners within a practice).

 

Practitioner Content: means any details, content, images, data or information relating to a Practice Customer’s Practice and Practitioners and submitted by the Practice Customer to MyCare Plus and Active Help, including the Practice Customer’s name, business name, service details, logo and trade marks.

 

Services: means the services provided by MyCare Plus for use by the Practice Customer specified in a Form, or otherwise requested by the Practice Customer from time to time where such request is accepted by MyCare Plus.

 

Booking Fees: means fees relating to Services provided to the Practice Customer, such as initial set up, booking services, NDIS process handling, professional profiles and featured listings.

 

Term: means the period from commencement of the Practice Customer Agreement until termination of the Practice Customer Agreement in accordance with clause 20(a).

 

Transaction Fees: means fees relating to Services provided to the Practice Customer calculated on the basis of the number and/or type of transaction, such as appointment marketing and the recall product.

 

User: means a Practitioner named in the Form as a permitted user of the Services.

 

Visitor: means a member of the public who uses the Website and includes a member of the public who books an appointment with the Practice Customer.

 

2. Provision of the Practice Customer services

The parties agree that the Practice Customer must:

  • Be health professional or a health clinic in accordance with the professions listed in Schedule A of this Agreement;
  • Ensure they possess the relevant accreditation as listed in Schedule A of this Agreement, and any further accreditations as so required by either MyCare Plus or Active Help;
  • Satisfy Active Help and MyCare plus of their eligibility to claim a National Disability Insurance Scheme rebate;
  • Provide the actual health related service to any patient procured by either Active Help or MyCare Pus, which they are qualified to provide in accordance with Schedule A of this agreement
  • Exercise all due care, skill and attention in providing the services;
  • Do all things necessary to ensure that the services are provided to the reasonable satisfaction of MyCare Plus and Active Help;
  • Ensure that the services are rendered in compliance with any relevant codes, standards and regulations;
  • Maintain a safe environment for customers, guests and staff;
  • Ensure that the services are carried out in a proficient manner by professionally trained and qualified staff;
  • Ensure an appropriate range of equipment, staff and services as set out in the Form are operating at all times;
  • Comply with all legal requirements as may from time to time apply to the provision of the services; and
  • Perform the key service responsibilities set out in the Form.

3. Duration of contract term

 

The parties agree that the Practice Customer must carry out and perform the services during the days and at the times set out in the Form. The scope of the services required may change with changes in MyCare Plus’ and Active Help’s operations and the contract scope may be varied using the agreed rates of pay within this agreement.

 

4. Payment and invoicing

  • Subject to the Practice Customer performing the services in accordance with the terms of this agreement, Active Help shall pay the Practice Customer in accordance with the rates of pay set out in the Form in the manner and at the times provided for in this agreement.
  • Where the Practice Customer is entitled to invoice Active Help for all or part of the amount owed to the Practice Customer, such invoices must be paid by Active Help within 30 days of receipt of invoice. Active Help reserves the right to question any invoice presented, require correction of any error and receive a refund of any overpayment, regardless of when the overpayment occurred.
  • The Practice Customer shall invoice Active Help Pty Ltd (Active Help) and Active Help shall be responsible for servicing the invoice in accordance with this clause.
  • In consideration for the Software Service provided by MyCare Plus, the Practice Customer shall settle the their booking fee within 7 days from the receipt of invoice. In the event that the Practice Customers fails to make payment within 14 days, MyCare Plus may provide reminder notice requiring payment immediately. In the event that the Practice Customer fails to make payment within 7 days from the reminder notice, then they will be deemed to be in breach of this Agreement and MyCare Plus shall be entitled to suspend the Practice Customer’s  subscription  and  reserves  the  right  to  terminate  this Agreement.
  • In the event that the Practice Customer is in receipt of any payment, cash or otherwise, made from an NDIS patient, the Practice Customer shall advance the received payment to MyCare Plus within 7 days. In the event they fail to remit payment within 7 days, then MyCare Plus may issue a reminder notice granting the Practice Customer a further 7 days to remit payment, notwithstanding any payments owed to the Practice Customer by MyCare Plus. In the event that the Practice Customer fails to do this, they will be deemed to be in breach of this Agreement and MyCare Plus shall be entitled to terminate this Agreement in accordance with clause 19 and seek damages or alternatively, withhold any money owing to the Practice Customer until such time the Practice Customers makes all outstanding payments to MyCare Plus.
  • In the event that that MyCare Plus enters into a direct debit scheme with the Practice Customer, and the Practice Customer defaults in a payment, then they will be charged a dishonour fee at the rate set and charged by the relevant financial institution.

5. Compliance with directions

The Practice Customer must comply with and must ensure that its employees at all times when providing the services comply with:

  • Any qualification and accreditation requirements as determined by MyCare Plus and Active Help;
  • All reasonable instructions and directions of MyCare Plus, Active Help or their employees;
  • All statutory provisions, regulations, orders and by-laws of any government, municipal or statutory authority which relate to the provision of the services;
  • Generally accepted standards of good and proper conduct and behaviour; and
  • MyCare Plus and Active Help’s policies in force from time to time, including its work health and safety policies and procedures.

6. The Service

  • My Care Plus shall provide the Practice Customer with access to the software which shall be used for the purposes of healthcare, procuring patients, booking consultation and treatment sessions between patients, and the Practice Customer;
  • Active Help may engage clinics directly or subcontract health practitioners directly to assist in the provision of the healthcare;
  • Active Help has a legal relationship with the Practice Customer in order for the Practice Customer to provide the health related services in accordance with Active Help’s National Disability Insurance Scheme registration number
  • Active Help has sole responsibility for overseeing the provision of health related services by health care professionals listed in Schedule A of this Agreement. Active Help is responsible for procuring the health professional. Active Help shall be responsible for remunerating the Practice Customer for the health related service they provide.
  • The Practice Customer is solely responsible for the provision of healthcare and managing its relationships with its patients (including a Visitor).
  • MyCare Plus is not a party to any dealings, arrangements, agreements or similar between the Practice Customer and the Visitor and the Practice Customer must not purport to bind MyCare Plus in any way.

 

7. MyCare Plus Key Obligations

My Care Plus must:

  • Provide the Software utilised by Active Help and the Practice Customer in accordance with Agreement;
  • Provide the Software Services in a competent and diligent manner; and
  • Collect, store and disclose all personal information received by MyCare Plus in accordance with MyCare Plus Privacy Policy.

 

8. Active Help’s Key Obligations

         Active Help must:

  • Ensure it maintains the relevant government accreditations and National Disability Insurance Scheme registration numbers to contract and/or subcontract a Practice Customer to perform Services listed in Schedule A of this Agreement;
  • Claim the payment for services provided and remunerate the Practice Customer for their Services;
  • Utilise the software provided by MyCare Plus in the exercise of the services
  • Collect, store and disclose all personal information received by MyCare Plus and the Practice Customer in accordance with MyCare Plus Privacy Policy.

 

9. Practice Customer Key Obligations

The Practice Customer must:

  • Subscribe to the software provided by MyCare Plus;
  • Pay the monthly booking fees;
  • Use the Services solely in accordance with this Agreement for the purpose of promoting its Practice and managing appointments and referrals and treating patients, referring, requesting and providing National Disability Insurance Scheme rebate services.
  • Hold throughout the Term all licences with all relevant regulatory boards and/or other bodies, councils or authorities necessary to enable the Practice Customer to legally practice and deliver the relevant healthcare services in the jurisdiction in which the Practice Customer operates;
  • Maintain throughout the Term any and all qualifications, certificates licences and permits necessary for it to provide the relevant healthcare services to members of the public;
  • Ensure that the Content is accurate and up to date and remains accurate and up to date, and it will indemnify MyCare Plus and Active Help for any Claim resulting from outdated or inaccurate Content;
  • Notify MyCare Plus and Active Help of any change to any of the Practice Customer’s qualifications, certifications, licences and permits necessary for it to provide the relevant healthcare services to Visitors or of any breaches of any laws, rules, regulations, industry codes or serious claims for misconduct or professional negligence by the Practice Customer which may impact its ability to provide healthcare services to Visitors;
  • Maintain an updated roster of health practitioners on the software and will indemnify MyCare Plus and Active Help for any Claim resulting from outdated or inaccurate Content;
  • To subscribe to the software provided by MyCare Plus and warrants that it will only use the software to carry out the services required by MyCare Plus;
  • Acknowledges that it may be bound by MyCare Plus’s ‘Telehealth’ service, which is an online video consultation service inbuilt into the software to enable the Practice Customer to consult with rural and remote patients. In the event they are bound, the costs of this ‘Telehealth’ service shall be incorporated into the Practice Customer’s monthly booking fee.
  • Take all reasonable measures to protect MyCare Plus’s intellectual property in the software. The Practice Customer further warrants that it will not distribute the software, or its contents, without the written consent of MyCare Plus.
  • Indemnify Active Help and MyCare Plus for any claims that may arise in accordance with Clause 16 of this Agreement.
  • Ensure they read and understood the NDIS Code of Conduct and agree to be bound by it.
  • Ensure they carry out any screening and/or police checks as so required by legislation or required by Active Help or MyCare Plus.

 

10. Work health and safety

The Practice Customer must ensure that it and its employees and subcontractors comply with the requirements of all relevant work health and safety legislation or regulations in relation to the provision of the services.

 

11. Risk

The Practice Customer must ensure that its employees, subcontractors and members of the general public are not exposed to risk to their health or safety arising from the provision of the services.

  

12. Qualifications and accreditations

The Practice Customer must have current those qualifications and accreditations set out in Schedule A of this Agreement and comply with all requirements governing those qualifications and accreditation.

 

13Intellectual Property

  • All intellectual property rights in the Services including all software, materials and methodologies used in providing or incorporated into the Services (collectively known as the “IP”) remain vested in MyCare Plus and the Practice Customer has no rights in relation to that IP.
  • The Practice Customer must use the Services solely for the purposes set out in this Agreement and not make any commercial use of the Services, including by reselling the Services to any party.
  • The Practice Customer must not to copy, alter, modify, reproduce, reverse-engineer, derive or develop the Services, any software used by MyCare Plus to provide the Services or any IPR or any part of them or attempt to do any of those things.
  • The Practice Customer must not use any MyCare Plus logo or trade mark (other than as specifically authorised under this Agreement and in materials specifically approved by MyCare Plus) without the prior written consent of MyCare Plus.
  • The Practice Customer grants MyCare Plus a licence to use, reproduce, publish, modify, translate, adapt and otherwise exploit the Content for the purpose of providing the Services.

 

14. Confidentiality

The parties covenant on behalf of themselves and their financial, legal and other advisers that they will keep confidential and not divulge either directly or indirectly to any person any information relating to the business, processes, systems or affairs of the other party which is of a confidential nature or which is not otherwise in the public domain, including the terms of this agreement, save to the extent that the disclosure may be required by statute or may reasonably be required for the purpose of enabling the parties to fulfil their respective obligations under this agreement or as may otherwise be required by law. This clause shall have force after the termination or expiry of this agreement.

 

15. The Practice Customer’s warranties

 The Practice Customer warrants at all times during the contract term that:

  • It has the expertise, resources and capacity to perform to the highest standard all of its obligations under this agreement;
  • Quality workmanship, materials and equipment will be used in the performance of the services;
  • It will have all permits, licences and authorisations required in relation to the provision of the services;
  • It will comply with all statutory provisions, regulations, orders and by-laws of any government, municipal or statutory authority which relate to the provision of the services;
  • This agreement constitutes a legally valid and binding obligation on the Practice Customer, enforceable in accordance with its terms;
  • It has made all enquiries of Active Help for the purpose of making an informed assessment of its ability to enter into and to perform all of the obligations of this agreement; and
  • It has exercised its own judgement in entering into this agreement and has not relied on any warranty or representation made by MyCare Plus or Active Help, its officers, employees or agents, save as specifically set out in this agreement.

 

16. Release, discharge and indemnity

  • The Practice Customer agrees that its occupation and use of the property in the course of providing the services is at its own risk and hereby releases and discharges MyCare Plus and Active Help, its officers, employees and agents from all claims and demands of any kind whatsoever and from any liability including, without limitation, liability for negligence which may arise in respect of any accident, damage, destruction, debt or injury to the Practice Customer, its employees, agents or permitted subcontractors or to any property of the Practice Customer, its employees, agents or permitted sub-contractors which occurs in relation to the provision of the services, save where such liability arises from any wilful or negligent act or omission of MyCare Plus, its employees or agents.
  • The Practice Customer must indemnify, and keep indemnified MyCare Plus and Active Help, its officers, employees, volunteers and agents against all claims, actions, demands, proceedings, liabilities, damages, costs and expenses whatsoever and howsoever arising, paid, suffered or incurred by MyCare Plus and Active Help, its officers, employees or agents, directly or indirectly as a result of or in connection with the provision of the services. Specifically;
  • MyCare Plus and Active Hep do not warrant that the provision of the Services will be free from delays, uninterrupted error free or free of viruses or bugs;
  • MyCare Plus and Active Help will have no responsibility or liability for any loss or damage that a Practice Customer incurs as a result of any failure to backup data stored on its own systems, including data of appointments made and Visitor records; and;
  • MyCare Plus and Active Help will have no responsibility for any loss caused by the Practice Customer’s negligence; the Practice Customer’s breach of the Agreement; or their failure to follow reasonable instructions.

 

17. Insurance

The Practice Customer must obtain and maintain a current policy or policies of public liability insurance and professional indemnity insurance for an amount of $20,000,000 or such other amount reasonably approved by MyCare Plus and Active Help, which policies name and protect MyCare Plus and Active Help and their respective officers, employees and agents against any expenses, claims, demands, suits, proceedings, causes of action or loss or damages arising out of any claim for injury, death, loss or damage suffered by any third party or by MyCare Plus and Active Help by reason of or arising out of or incidental to the provision of the services or the obligations of the Practice Customer under this agreement. The Practice Customer must furnish to MyCare Plus and Active Help satisfactory evidence of currency of the insurances seven days prior to the commencement date.

 

 18. No assignment

This agreement is personal to the Practice Customer and must not be assigned without the prior written consent of MyCare Plus and Active Help. Such consent may be given or withheld at MyCare Plus’s and Active Help’s absolute discretion. Any assignment or purported assignment shall be void and of no effect.

 

19. Publicity and Third Party Use and Disclosure

The Practice Customer agrees that MyCare Plus and Active Help may use any Practitioner Content for MyCare Plus’s and Active Help’s promotion and marketing purposes and grants MyCare Plus and Active Help an irrevocable licence to use such content in this way, providing that MyCare Plus and Active Help do not knowingly use any Practitioner Content for promotion or marketing purposes in a way which would detract from the good name and reputation of the Practice Customer. The Practice Customer also grants Active Help authority to use any practitioner details and their qualifications to register them for NDIS purposes. Such consent enables Active Help to contact any relevant regulatory body to ascertain and verify the accuracy of any information The Practice Customer must obtain any necessary consents or approvals for such use of the Practitioner Content. Such licence shall continue despite any termination of this Agreement. Practice Customers agree that MyCare Plus and Active Help may place any Practitioner Content on any third party websites or infrastructure or supply to third parties any Practitioner Content.

 

20. Termination

This agreement may be terminated by either party in the event of the other party breaching a term of this agreement and failing to remedy the breach within 28 days after having received notice in writing of the breach.

  • Either party may terminate this agreement by written notice to the other party if the other party becomes subject to insolvency proceedings or events.
  • MyCare Plus and/or Active Help may terminate this agreement upon written notice to the Practice Customer if the Practice Customer commits a fundamental breach of this agreement within the meaning of this agreement.
  • If such termination is disputed, it shall be dealt with in accordance with the dispute resolution provisions of this agreement.
  • Notwithstanding the balance of this clause, any party to this agreement may terminate this agreement by providing 28 days written notice to all the other parties.

 

21. Dispute resolution

  • If a dispute arises, before any proceeding is commenced the party claiming that a dispute has arisen must give 14 days notice to the other party setting out the dispute and seeking discussion and compromise to resolve the dispute.
  • If after 14 days the dispute is not resolved then it must be referred to mediation on the same terms as those ordered by the Supreme Court of New South Wales and the costs of the mediation shall be borne by the parties equally.
  • Notwithstanding the preceding provisions of this clause, the Practice Customer must continue to provide the services and perform its obligations under this agreement pending resolution of the dispute.
  • Nothing in this clause will prevent either party from seeking urgent interlocutory relief.

 

22. Amendment

MyCare Plus and Active Help both reserve the right to amend any part of this Agreement provided that either party provide 14 days written notice of any said amendment. Any amendment or variation to this Agreement is not effective unless it is in writing and signed by all the parties.

  

23. Notices

A notice or other communication to a party must be in writing and delivered to that party or that party’s practitioner in one of the following ways:

  • Delivered personally; or
  • Posted to their address when it will be treated as having been received on the second business day after posting; or
  • Faxed to their facsimile number when it will be treated as received when it is transmitted; or
  • Sent by email to their email address when it will be treated as received when it enters the recipient’s information system.

 

24. Relationship of the parties

The parties acknowledge that this agreement is intended as a contract of service and not any other relationship and, in particular, not the relationship of employer and employee, any agency or the relationship of partnership.

  

25. Counterparts

This agreement may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument and the date of the agreement will be the date on which it is executed by the last party.

 

Schedule A

The following professions must hold current membership of the relevant professional association:
Profession name Professional qualification or membership (all qualifications and membership must be current)
Audiologist Audiology Australia accredited Audiologist or Audiologist member of ACAud
Dietitian Accredited Practicing Dietitian with the Dietitians Association of Australia
Orthoptist Registration with the Australian Orthoptic Board
Orthotist Membership with the Australian Orthotic Prosthetic Association and/or recognition by a state/territory orthotic program as a qualified orthotic practitioner
Pedorthist Registration with the Australian Register of Pedorthists
Prosthetist Membership with the Australian Orthotic Prosthetic Association and/or recognition by a state/territory prosthetic program as a qualified prosthetic practitioner
Speech Pathologist Practicing membership with Speech Pathology Australia
Exercise Physiologist Registration with Exercise & Sports Science Australia
The following health professions are regulated and must hold current AHPRA registration:
  • Registered Nurse
  • Registered Nurse
  • Occupational Therapist
  • Psychologist
  • Physiotherapist