General
Permission to use the services provided by MBSPro is conditional upon you agreeing to the terms set out herein. Our services are only offered to you on condition that you read and accept all the terms. By clicking an acceptance button, accessing or using the services, you will be deemed to have accepted the terms. If you do not wish to accept the terms, you must not use the services.
In these terms, when we refer to us, we or our, we mean MBSPro. When we refer to you, your or customer, we are referring to the individual, business or company that will be using our services. The individual accepting these terms on behalf of the customer represents and warrants that they have full authority to bind the customer to these terms. We and you are collectively referred to as the parties and each as a party. Any words in bold text will have the same meaning every time they are used in these terms.
Our services are the provision of our software to you as a service, as well as any technical support, as described on our website www.mbspro.com.au. The software includes any technical specifications or configuration documentation (together the documentation), updates, modifications and releases. The intended purpose of our services is to assist medical practitioners in the delivery of health services, as further described on the website.
The start date of these terms is the date we provide you with an account to access the services. If the services are provided to you for evaluation or on a free trial basis, the evaluation or free trial services will be subject to these terms, except that all warranties, technical support obligations, and other liabilities and obligations in relation to the evaluation and free trial services are disclaimed by us and excluded to the extent permitted by law. We can terminate the evaluation or free trial at any time by giving you written notice.
Services
From the start date and during the term, we will allow you to use and access the services in accordance with these terms.
We reserve the right to change or remove features of the services from time to time and may do so in our sole discretion. We will give you reasonable advance notice of any material changes to the services unless it is not reasonably practicable to do so. There may be an additional fee for some new services or features.
Licence
In consideration for payment of the fees for the services, we grant you a non-exclusive, non-transferable (except as otherwise permitted under these terms), revocable, non-sublicensable licence to access and use the services during the term, in accordance with the documentation, these terms and our intended purpose for the services.
The licence permits access and use of the services by the number of authorised users specified at the time of purchase, or if no number was specified, no more than one authorised user.
Licence restrictions and prohibited use
You must not and you must not permit any person to:
a. reverse engineer the software or services
b. make any modifications to the software or services
c. commercialise the software or services, including by selling, lending or renting them
d. create any product or service based on the software or services
e. transfer the software or services to anyone else, including by sub-licensing or assigning them
f. reveal your account password to other users or allow use of your account to those who are not authorised users
g. try to get around any technical protection measures in the software and services
h. continue to use or access the software or services after your rights to use them have expired or been terminated
i. make any unauthorised copies of any copyrighted material owned or licenced by us
j. do any other thing that would be inconsistent with or breach our intellectual property rights in the software and services
k. use the software or services to do anything illegal
l. use the software or services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted
m. interfere with anyone else’s use of the software or services
n. introduce malicious programs into our system
o. use the software or services to carry out security breaches or disruptions of a network (including accessing data of which you are not the intended recipient).
You acknowledge and agree that these terms incorporate by reference the terms of any acceptable use policy as set out on the website or provided to you from time to time.
Support and service levels
During the term, we will provide technical support in accordance with any service levels set out on the website, during the support hours set out on the website, or if not specified, during AEST business hours.
Intellectual property rights
Intellectual property rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including business, company or trade names, domain names, patentable or patented material, computer software, circuit layouts, databases, source codes, goods, images, inventions, processes, copyright, design rights, know-how, trade marks and trade secrets), whether registered or unregistered, and whether created before, during the operation of this agreement, or after its expiry or termination.
You acknowledge and agree we own or hold all intellectual property rights in the software, services and documentation.
A party’s ownership of, or any right, title or interest in, any intellectual property rights in an item which exists prior to the start date (pre-existing material) will not be altered, transferred or assigned by virtue of these terms.
You grant us a non-exclusive, royalty free, non-transferable and revocable licence to use any feedback you provide as reasonably required for us to improve the services.
We have the discretion (but not obligation) to terminate your access to and use of the services if we determine that you have infringed our intellectual property rights or those of third parties.
Customer data
Privacy
You and we both agree to comply with our respective obligations under applicable privacy laws in relation to personal information collected, used or disclosed in connection with the services and these terms.
Details on how we comply with privacy laws are available in our Privacy Notice on the website. We reserve the right to amend our Privacy Notice as required from time to time.
These terms supplement and incorporate the Privacy Notice.
You warrant that you have obtained each of your patient’s informed consent for us to collect, process and temporarily store the personal information contained in the customer data for the intended purpose, and that they have been informed that:
Their information is stored exclusively in Australia; and
No personal identifying information is transferred outside Australia.
You agree to ensure that any collection, processing, use, disclosure and transfer by you of personal information in connection with the performance of your obligations under these terms complies with all applicable privacy laws.
You must take all necessary steps to ensure that the personal information held or accessed by you in connection with these terms is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure (data breach). You must promptly give us written notice of any actual or suspected data breach and provide information, assistance and other cooperation as we reasonably request in respect of the data breach. We will take all reasonable steps to notify you in writing if we become aware of any actual, threatened or suspected data breach.
You must co-operate with any reasonable requests or directions we make relating to the security, use, disclosure and transfer of personal information, our legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on your behalf.
Confidentiality
Confidential information means in relation to a party, information that is by its nature confidential, is designated as confidential, or that the other party know or ought reasonably to know is confidential, including any information relating to the financial affairs, assets or liability of a party, their personnel, plans, strategies, customers, suppliers, products, services and intellectual property rights.
Subject to clause 31, each party must (and must ensure that its personnel) keep confidential and not use or permit any unauthorised use of all confidential information.
Clause 30 does not apply where:
a. the information is in, or comes into, the public domain (other than by a breach of clause 30 by the relevant party)
c. the disclosure is required by law
d. the disclosure is required in order to comply with these terms, provided that the party disclosing the confidential information ensures the recipient complies with the terms of clause 30.
e. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these terms and provided that the party disclosing the confidential information ensures the adviser complies with the terms of clause 30.
Each party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of clause 30. A party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of clause 30.
Customer responsibilities
You agree to:
a. provide all reasonable assistance and cooperation to enable us to supply the services in an efficient and timely manner.
b. use reasonable endeavours to ensure the integrity of the customer data.
You acknowledge and agree that:
a. you are responsible for all users using the services including your personnel and any authorised users.
b. your use of the services will be at your own risk, except as otherwise expressly provided by these terms.
c. you are responsible for maintaining the security of your account and passwords and we will not be liable for any loss or damage from your failure to comply with this security obligation.
Payment and GST
You must pay us the fees for the services as specified on the website or as otherwise agreed by the parties. Fees are in AUD and are payable in advance.
If payment has not been made in accordance with these payment terms, we may immediately cease providing the services and charge you interest at a rate equal to the Reserve Bank of Australia’s then current cash rate plus 8%, calculated daily and compounding monthly on any such amounts unpaid after the due date.
If you require the use of a purchase order, you acknowledge and agree that to the extent of any inconsistency between these terms and any terms and conditions attached to your purchase order, these terms will prevail.
If GST is payable on any supply made under these terms, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time the consideration is to be provided under these terms and must be paid in addition to the consideration expressed elsewhere in these terms, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
If an adjustment event arises in respect of any supply made under these terms, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.
If the recipient is required under these terms to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Warranty and disclaimer
We warrant that during the term, the services will perform substantially in accordance with the documentation. Your sole and exclusive remedy for breach of the foregoing warranty is, at our option, the replacement or reperformance of the services, or a credit for the period in which the services did not materially comply. This warranty is conditional upon you providing us prompt written notice of the services’ non-conformance and using the services in accordance with these terms and the documentation.
Except as provided in this warranty and to the extent permitted by law, we disclaim all warranties, terms and conditions of any kind, whether express or implied by law or fact or on any other basis. We do not warrant that the services will be error-free, completely secure, failsafe, free from viruses, or will operate without interruption or that, except as set out in these terms, the services will be performed in the manner intended by you or the services will meet your requirements or be fit for purpose.
The services do not constitute medical advice and are not intended to, nor should they be used to diagnose or make recommendations to a patient. The services are not classified as medical devices under applicable laws relating to the regulation and administration of therapeutic goods.
We do not warrant or guarantee the accuracy of transcribed materials, which may be affected by factors external to the services, such as poor recording conditions. You are responsible for reviewing and checking the output of the services and making corrections where required to ensure the output is correct.
We do not warrant the accuracy of suggested MBS item numbers. These are provided as suggestions only and it is your responsibility to review and assess suggested MBS item numbers in the context of the patient consultation.
Indemnity and liability
You are liable for the acts and omissions of all your personnel and authorised users as if they were done by you.
Despite anything to the contrary (but subject to clause 49), to the maximum extent permitted by law:
a. our maximum aggregate liability arising from or in connection with these terms and the services will be limited to, and must not exceed, in any contract year, the total amount of fees you have paid to us in the prior contract year.
b. we will not be liable to you for (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data; (ii) lack of access to or use of or inability to access or use the services; (iii) any conduct or content of any third party in relation to the services; nor (iv) unauthorised access, use or alteration of your transmissions or content, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
A contract year is a 12-month period commencing on the start date and each subsequent anniversary of the start date.
Clause 48 will not apply to our liability to you for:
a. fraud or criminal conduct.
b. death or personal injury.
c. any liability that cannot be limited by applicable law.
Despite anything to the contrary, to the maximum extent permitted by the law, we will have no liability, and you release and discharge us from all liability, arising from or in connection with any:
a. failure or delay in providing the services.
b. breach of these terms.
c. misuse of the services, where caused or contributed to by any.
d. event or circumstance outside our reasonable control.
e. a fault or defect in any item of your computing environment.
f. act or omission of you or your personnel.
We use third-party service providers to host the services. We will not be liable for any interruption to the services, unavailability or outage, or any interruption, unavailability or outage of your systems, caused by any such third-party service provider.
For Australian consumers only — ACL: (retained as per your original text, unchanged in substance).
Term and termination
The term of these terms takes effect from the start date and continues for the term for which you have subscribed to the services, unless terminated earlier in accordance with these terms.
If we reasonably believe you have breached these terms, we may immediately suspend the services or terminate these terms.
You may terminate these terms at any time by contacting us or via account management functionality on our website. We will not refund any fees you have paid.
Following termination of these terms:
a. we will immediately stop performing the services and return to you, delete or destroy all your confidential information and customer data;
b. you will immediately cease using the services, return to us, delete or destroy all our confidential information and pay the fees for all services completed and unpaid; and
c. rights and obligations that are intended to or by nature survive termination will continue to have effect.
After termination of these terms, we have no obligation to retain data for the services or any customer data, which may be permanently deleted as part of our record and information management and in accordance with applicable laws. If any customer data is stored by the services, you are solely responsible for retrieving that customer data.
Dispute resolution
If there is a dispute arising from or in connection with these terms or the services, the party claiming there is a dispute must give a written dispute notice to the other party setting out the details of the dispute and proposing a resolution.
Within 10 business days after receipt of the dispute notice, the other party must (if applicable, by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the dispute in good faith. All aspects of every such conference, except for the occurrence of the conference, will be privileged.
If the parties are unable to resolve the dispute with 15 business days after receipt of the dispute notice, any party may (by written notice to the other) submit the dispute to mediation administered by the Australian Disputes Centre (ADC), with such mediation to be conducted in good faith, in New South Wales and in accordance with the ADC Guidelines for Commercial Mediation.
The costs of mediation are to be split between the parties, provided that each party will bear its own costs in relation to the mediation.
If the dispute has not been settled within 20 business days after the appointment of a mediator, or such other period as agreed in writing between the parties, the dispute may be referred by any party (by written notice to the other party) to litigation.
A party may not commence court proceedings relating to any dispute without first complying with clause 59 to clause 61 unless they are seeking urgent interlocutory relief.
Notwithstanding the existence of a dispute, the parties must continue to perform their obligations under these terms.
Miscellaneous
These terms contain the entire understanding between us and you and supersede all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of their subject matter.
These terms may only be amended by written document executed by us and you.
Nothing in these terms is intended to create a partnership, joint venture or agency relationship between us and you. Nothing in these terms allows either us or you to bind each other in any way.
Notices, force majeure, waiver, assignment, severability and governing law clauses apply as set out in your original terms (unchanged in substance, updated only for formatting and clarity). These terms are governed by the laws of New South Wales, Australia.
Terms of Use – Educational Tools and Reference Content
Purpose and Scope
The educational features within MBS Pro provide access to reputable clinical literature and guidelines for educational and administrative purposes only. They are not intended for use in the diagnosis, treatment, prevention, or management of any individual patient.
Operation
These features operate on generic, non-patient-specific inputs and illustrative examples and present reference content only. They are not linked to patient records, must not be used as a substitute for clinical judgement, and are not intended to analyse or store patient-specific clinical data. MBS Pro does not use these features to create, store, or retain de-identified or identifiable patient data.
Professional Responsibility
Users acknowledge that all outputs are illustrative and non-exhaustive, may not be comprehensive or current, and must not be relied upon as medical advice. The treating practitioner remains solely responsible for all diagnostic, treatment and management decisions.
Regulatory Status
These educational features are intended to support administrative and learning functions and are not classified as Software as a Medical Device (SaMD) under the Therapeutic Goods (Medical Devices) Regulations 2002 (Cth).
Updates and Review
MBS Pro may update educational tools or external links from time to time. Users should always verify cited material against the most recent clinical guidance.
