Zable Health Healthcare Partner (Medical Specialists) Terms and Conditions

These Zable Health Healthcare Partner Terms and Conditions (“Terms & Conditions”) apply to the supply of the Services as defined in this Agreement by Zable Health Pty Ltd (ACN 641 519 904) of 2/11-17 York Street, Sydney NSW 2000 (“Zable Health”) through the Zable.com.au website, mobile site, apps and our other websites (together the “Platform”).

References to ‘you’ or ‘your ’in these Terms & Conditions are references to Healthcare Partners and their employees or other representatives.

Any Healthcare Partner (including individual Providers and Clinics) utilising or accessing the Services is deemed to agree to these Terms & Conditions. If you are utilising or accessing the Services on behalf of your employer or another entity, you confirm you have full legal authority to bind your employer or applicable entity to these Terms & Conditions and the Agreement, and you agree to provide evidence of that full legal authority to Zable Health on request.

By clicking on the “Accept” button or accessing or otherwise using the Services and/or the Platform, you represent and warrant that you are duly authorised to enter into and bind Healthcare Partner to the Terms & Conditions of this Agreement, and acknowledge and agree that all such use by the Healthcare Partner is subject to these Terms & Conditions. If you do not agree to these Terms & Conditions or are not authorised to bind Healthcare Partner, then do not click the “Accept” button.

1. Definitions

1.1 Set out in the table below are certain terms used in this Agreement and the meaning of that term:

Agreement

means the online registration pages or other Zable Health registration form that a Healthcare Partner completes to register for the Services including the information provided in them, any registration confirmation (including email or other online notification) prepared by Zable Health and provided to Healthcare Partner, and these Terms & Conditions.

Claims

means, in relation to any person, a damage, loss, cost (including but not limited to legal costs), 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.

Clinic

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

Commencement Date

means the commencement date of the Agreement, being the date of Healthcare Partner’s acceptance of these Terms & Conditions, whether by clicking on the “Accept” button, or completing a Zable Health registration form to register for the Services, or by accessing or otherwise using the Services and/or the Platform.

Confidential Information

means all or any information concerning the business or affairs of a party, whether or not recorded in a material form, which is marked as being confidential or which, from its content or format, ought to reasonably be treated as being confidential and is not generally made available to the public. For the avoidance of doubt, Healthcare Partner Information is not considered Confidential Information.

Fees

means the fees, if any, payable by a Healthcare Partner to Zable Health for the Services set out in the Zable Health registration confirmation (includes email or other online notification), which may include Subscription Fees and/or Processing Fees. The Fees are subject to change in accordance with this Agreement.

Healthcare Partner

means an individual Provider or Clinic, as the case may be, named in the Zable Health registration confirmation (includes email or other online notification).

Healthcare Partner Information

means information of any kind in respect of a Provider or Clinic published or made available to Zable Health by the Healthcare Partner, collected by Zable Health from any available source at any time, or prepared by Zable Health to assist with the promotion of Healthcare Partner on the Platform including but not limited to (i) the location, address, phone number, fax and email of the Provider or Clinic; (ii) information regarding the Provider or Clinic Australian Health Practitioner Regulation Agency registration and appointment availability; (iii) practitioner profiles including medical specialties, experience, qualifications, languages spoken, consultation fees, wait-times and other general information relating to the Provider or Clinic that may be of interest to a User when considering whether to request an appointment with such Provider or Clinic; and (iv) any text, graphics, data, images, Provider or Clinic photographs, business, company or trade names, domain names, trademarks, logos of Healthcare Partner.

Intellectual Property Rights

means any and all intellectual and industrial property rights throughout the world and includes, without limitation all rights in copyright (including future copyright and rights in the nature of or analogous to copyright), inventions (including patents), trade marks, irrespective of whether such rights are registered or capable of registration.

Law

means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in any relevant jurisdiction and includes the common law and equity as applicable from time to time.

Patient

means a person who wishes to engage the services of the Healthcare Partner, and has requested an appointment on the Platform for the services of the Healthcare Partner.

Personal Information

means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not. This includes, but is not limited to, names, addresses, contact details, medical histories, and appointment details of Patients, as received by the Healthcare Partner from the Platform. For the purposes of this Agreement, Personal Information also includes "sensitive information" as defined under the Privacy Act 1988 (Cth.)

Processing Fee

a one-off transaction fee incurred by the Healthcare Partner when a Patient uses the Platform to request an appointment with the Healthcare Partner .

Profile Upgrade

means a Zable Health subscription product that increases the visibility of the Healthcare Partner’s profile on the Platform through positioning and incorporation of additional features.

Provider

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

Services

means any of the services made available by Zable Health on the Platform for use by the Healthcare Partner specified in the Zable Health registration confirmation (includes email or other online notification).

Subscription Fee

means a fee relating to Services provided to the Healthcare Partner on a monthly fixed fee subscription basis, such as a Profile Upgrade.

Term

means the period from the Commencement Date until termination of the Agreement in accordance with clause 10.

User

means an individual who requires healthcare and/or related services and uses the Platform.

1.2 In this Agreement:

(a) headings are for convenience only and do not affect the interpretation of this Agreement.

(b) a reference to the singular includes the plural and references to the masculine include the feminine and vice versa.

(c) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency.

(d) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute.

(e) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document.

(f) a reference to a party to a document includes that party’s successors and permitted assigns.

(g) all amounts payable under this Agreement are to be calculated and paid in the lawful currency of Australia.

2. Scope

2.1 This Agreement governs the arrangement between Zable Health and the Healthcare Partner under which:

(a) Zable Health will make available the Healthcare Partner Information to Users through the Platform;

(b) Zable Health will enable the functionality for Patients to request an appointment with a Healthcare Partner through the Platform; and

(c) the Healthcare Partner agrees to pay any Subscription Fees and/or Processing Fees as agreed and set out in the Zable Health registration confirmation (includes email or other online notification).

2.2 Healthcare Partner acknowledges and agrees that Zable Health shall make Healthcare Partner Information available to Users that may be of interest to a User when considering whether to request an appointment with such Healthcare Partner.

2.3 The Healthcare Partner must review the profile prepared by Zable Health for Healthcare Partner that is displayed on the Platform to ensure it is accurate. Healthcare Partner must periodically review their profile on the Platform to ensure it remains up to date. If you wish to have any information amended or removed, you can notify Zable Health by contacting support@zable.com.au.

2.4 The Healthcare Partner is solely responsible for its provision of Healthcare Partner Information, healthcare services and managing its relationship with its patients (including a User) including the collection of fees from Patients. Zable Health is not a party to any dealings, arrangements, agreements or similar between the Healthcare Partner and Patients and the Healthcare Partner must not purport to bind Zable Health in any way.

3.Healthcare Partner Obligations

3.1 Healthcare Partner must:

(a) provide Zable Health with marketing material and other documentation as agreed with the Healthcare Partner to assist Zable Health with promotion of the Healthcare Partner on the Platform;

(b) conduct itself in a diligent and professional manner with the appropriate degree of skill and care when engaging with Zable Health and with Patients;

(c) obtain and maintain all licences, qualifications, permits, and certifications required for it to provide its services to patients; and provide Zable Health with copies on request; and

(d) not do anything, or omit anything, which would damage the reputation of Zable Health in any way;

(e) notify Zable Health of any changes to the Healthcare Partner’s licences, qualifications, permits, registrations, and certifications;

(f) promptly contact each Patient upon receiving an appointment request, as necessary, to provide services to such Patient; and

(g) notify Zable Health of any complaints relating to the Services received by the Healthcare Partner;

(h) comply with all applicable Law in relation to its use of the Services;

(i) notify Zable Health of any change in address, location, staffing or anything else that may impact the function or accuracy of the Platform;

(j) maintain all insurance policies which a reasonably prudent healthcare provider in the Healthcare Partner's position would maintain, including but not limited to “Professional Indemnity” (including medical negligence if required) and “Public Liability” insurance in relation to the services offered by the Healthcare Partner, and Cyber Insurance covering financial losses from cyber incidents;

(k) maintain as confidential and keep secure all information regarding a Patient and any other data received from Zable Health, and not disclose or use any information regarding a Patient or any other data received from Zable Health other than for the purposes of this Agreement or the provision of the relevant healthcare services (except, in the case of information regarding a Patient, with the consent of that Patient);

(l) comply with all applicable privacy and information Law and regulations so far as they relate to the Healthcare Partner's collection of Patient Personal Information ;

(m) notify Zable Health immediately of any unauthorised access of, or data breach relating to, the Services or the Platform; and

(n) not treat Patients who request appointments through the Platform differently to its other patients including by charging them additional fees that it does not charge its other patients.

3.2 Acceptable Use Policy

(a) Healthcare Partner may not use, or facilitate or allow others to use, the Services or the Platform:

for any illegal or fraudulent activity;
to violate the rights of others;
to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;
for any content or activity that promotes child sexual exploitation or abuse;
to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device; or
to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”).

(b) We may investigate any suspected violation of this acceptable use policy, and remove or disable access to any content or resource that violates this policy. You agree to cooperate with us to remedy any violation.

(c) When determining whether there has been a violation of this policy, we may consider your ability and willingness to comply with this policy.

3.3 Compliance with National Law Advertising Guidelines

(a) The Healthcare Partner shall at all times ensure full compliance with the advertising guidelines as set forth by:

(i) the National Registration and Accreditation Scheme under the Health Practitioner Regulation National Law, as in force in each state and territory, and

(ii) all other applicable legislation, such as the Competition and Consumer Act 2010 (Cth), including Schedule 2 – The Australian Consumer Law, the Therapeutic Goods Act 1989 (Cth), Therapeutic Goods Regulations 1990 (Cth), and the Therapeutic Goods Advertising Code,

the “Advertising Guidelines”.

(b) The Healthcare Partner acknowledges and agrees that it is solely responsible for ensuring that the information in its listing on the Platform and all advertising and promotional materials, whether disseminated through the Services or Platform or otherwise, fully comply with the Advertising Guidelines.

(c) Zable Health reserves the right, at its sole discretion, to investigate and remove any listings of Healthcare Partners on the Platform that:

(i) in the sole judgment of Zable Health, are found to be inconsistent with the Advertising Guidelines as stipulated in clause 3.3 of this Agreement, or

(ii) where directed to do so by law enforcement agencies or regulators.

Zable Health commits to undertaking such investigations in a fair and diligent manner, and the Healthcare Partner agrees to cooperate with Zable Health in any such investigations. Removal of listings under this clause will be conducted with the aim of ensuring compliance with legal obligations and maintaining the integrity of the Platform, without undue prejudice to the Healthcare Partner.

(c) The Healthcare Partner hereby agrees to indemnify, defend, and hold harmless Zable Health, its officers, directors, employees, agents, successors, contractors and assigns from and against any and all Claims arising from or in connection with the Healthcare Partner's failure to comply with the advertising guidelines as stipulated by the National Scheme and the National Law and this Agreement. This indemnification obligation will survive the termination or expiry of this Agreement.

3.4 Compliance with Competition Laws

(a) The Healthcare Partner represents and warrants that in its performance under this Agreement, it shall comply with all applicable competition laws, regulations, and codes of practice including but not limited to the Competition and Consumer Act 2010 (Cth) ("Competition Laws"). The Healthcare Partner further undertakes not to engage in any form of anti-competitive behaviour, including but not limited to price-fixing, market sharing, or any other conduct that could infringe upon applicable Competition Laws.

(b) The Healthcare Partner agrees to conduct its business in a manner that promotes fair competition and acknowledges that Zable Health is committed to complying with all applicable Competition Laws. The Healthcare Partner shall promptly inform Zable Health if it becomes aware of any potential or actual breaches of Competition Laws in connection with the use of the Platform by the Healthcare Partner or any third party.

(c) The Healthcare Partner shall indemnify, defend, and hold harmless Zable Health, its officers, directors, employees, agents, successors, and assigns from and against any and all Claims, damages, liabilities, costs (including reasonable legal fees), and expenses arising from or in connection with any breach of this clause 3.4 or any violation of applicable Competition Laws by the Healthcare Partner, or any allegations thereof. This indemnity shall survive the termination or expiry of this Agreement.

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(d) In the event that Zable Health suspects that the Healthcare Partner has engaged in conduct that is anti-competitive or violates applicable Competition Laws, Zable Health reserves the right to take any necessary steps to ensure compliance with Competition Laws, including but not limited to, reporting such conduct to the relevant authorities and terminating this Agreement in accordance with clause 3.4.

4. Zable Health Rights and Obligations

4.1 Zable Health, during the Term of this Agreement will:

(a) make available the Healthcare Partner Information to Users through the Platform, including modifying or improving the presentation of Healthcare Partner’s profile on the platform acting under instruction from a Healthcare Partner; and

(b) conduct itself in a diligent and professional manner with the appropriate degree of skill and care;

(d) handle Personal Information provided in accordance with its Privacy Policy (as it may be amended from time-to-time).

4.2 Zable Health may, at any time, enhance and/or alter the functionality of the Platform at its sole discretion.

Zable Health will provide reasonable notice to the Healthcare Partner of any significant changes that may affect the Healthcare Partner's use of the Services, unless those changes are as a result of changes in Law, to implement security features, updates or upgrades or to improve the User experience. Notwithstanding the foregoing, if an enhancement or alteration of the functionality of the Platform adversely impacts the Healthcare Partner’s use of the Services, the Healthcare Partner may terminate this Agreement for convenience pursuant to clause 9.4.

4.3 Zable Health reserves the right to monitor a Healthcare Partner’s use of the Platform, through cookies and other means, for the purpose of:

enabling us to understand the way Healthcare Partners navigate the Platform and use the services available on it;
improving the experience of Healthcare Partners using the Platform;
ensuring that the Platform is functioning as intended;
ensuring that Healthcare Partners are complying with these Terms & Conditions; and
to detect any potential cybersecurity threats or vulnerabilities.

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5. Remuneration

5.1 The Healthcare Partner will pay Zable Health the Fees as follows:

(a) a Processing Fee – if the Healthcare Partner has registered for an Enhanced or Professional Zable plan as set forth on the Zable Health Platform – in respect of each Patient who uses the Platform to request an appointment with the Healthcare Partner. The Processing Fee is required to be paid in respect of each Patient who uses the Platform to request an appointment with the Healthcare Partner, regardless of whether the Patient attends the appointment they have requested with the Healthcare Partner or they reschedule the appointment; and

(b) a Subscription Fee – if the Healthcare Partner has registered for a Profile Upgrade.

5.2 Fees are payable monthly in arrears from the Commencement Date.

5.3 Zable Health will provide the Healthcare Partner with an invoice for the Fees on a monthly basis, and if payment is not made in full by the due date, Zable Health may suspend the Services and / or charge interest at the rate of 5% per annum above the cash rate target published by the RBA from time to time, or the maximum rate permitted by Law, whichever is lower, calculated daily, on all amounts not paid to Zable Health from the due date until the date of payment in full. Zable Health will not suspend the Services while the Healthcare Partner is disputing the applicable Fees reasonably and in good faith and are cooperating diligently to resolve the dispute.

5.4 Credit card payments:

(a) If requested by Zable Health, the Healthcare Partner will be required to provide valid credit card details to Zable Health’s payment facilitator in order to pay any Fees due to Zable Health.

(b) Zable Health will, through its third-party payment facilitator, each month, provide a tax invoice for the Fees which it is entitled / have been paid for that month. At the end of each month, the third-party payment facilitator will automatically charge the Healthcare Partner the Fees using the credit card details provided, and subsequently deliver a paid invoice to the Healthcare Partner.

(c) For the avoidance of doubt, Zable Health will invoice, and the Healthcare Partner will be obliged to pay the Processing Fees for the month that an appointment was requested on the Platform, not the month of the date of the appointment.

(d) All fees are exclusive of GST.

(e) Zable Health may adjust the Fees from time-to-time and will provide the Healthcare Partner with no less than 30 days’ ’written notice pursuant to clause 11.10.

5.5 The Healthcare Partner must notify Zable Health in writing in respect of any payment disputes or refunds requested by Patients who have requested an appointment on the Platform.

5.6 Notwithstanding any other provision of this Agreement, in the event that payment of any Fees by the Healthcare Partner is not received by us due to funds transfer fraud, business email compromise, phishing, or any other form of cyber attack, except where such attack is directly attributable to a breach or failure of Zable Health’s own systems, the Healthcare Partner shall remain fully responsible for the payment of the applicable Fees to Zable Health. The Healthcare Partner agrees to promptly notify Zable Health upon becoming aware of any such cyber fraud or attack affecting its payment obligations.

The Healthcare Partner shall take all reasonable steps to recover any lost funds; however, the recovery or loss of such funds shall not affect the Healthcare Partner’s obligation to pay the Fees in full to Zable Health. Zable Health agrees to cooperate with the Healthcare Partner in its efforts to recover such funds, including by providing reasonable assistance in any related investigations or legal proceedings. This clause is intended to ensure that the risk of payment fraud perpetrated by third parties does not unfairly shift the financial burden onto Zable Health.

6. Intellectual Property

6.1 Zable Health retains exclusive ownership and control of the Intellectual Property Rights in the Platform and the Services, including in all Zable Health know how, software, materials and methodologies used in providing or incorporated in the Services, which may incorporate any information, images and content provided by the Healthcare Partner to Zable Health under this agreement. The Healthcare Partner retains all rights to pre-existing information, images and content provided to Zable Health.

6.2 Any feedback, comments, ideas, improvements, or suggestions (collectively, "Feedback") provided by a Healthcare Partner to Zable Health with respect to the Platform and the Services becomes the sole and exclusive property of Zable Health. By submitting Feedback, the Healthcare Partner irrevocably assign to Zable Health all of Healthcare Partner’s right, title, and interest in and to the Feedback, including any intellectual property rights therein. Zable Health shall be entitled to the unrestricted use and dissemination of this Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to the Healthcare Partner. You hereby waive any moral rights you may have in such Feedback and agree that you have no recourse against Zable Health for any alleged or actual infringement or misappropriation of any proprietary rights in your Feedback.

6.3 Healthcare Partner grants Zable Health a royalty-free licence to use, copy, reproduce, publish, modify, translate, adapt and otherwise exploit the Healthcare Partner Information for the purpose of providing the Services.

7. Confidentiality

7.1 Each party must treat, and ensure that its personnel treat, as confidential, the Confidential Information of the other party.

7.2 The party who receives Confidential Information from the other party must not without the prior written consent of the other party:

(a) use it except in performing its obligations under this Agreement or as otherwise specified in this Agreement; or

(b) disclose it to any person except those of its personnel and then only to those personnel who need to know the same and who agree to be bound by these obligations of confidentiality.

7.3 The exceptions are where:

(a) disclosure is required by Law;

(b) Confidential Information is in the public domain through no fault or action of the recipient or its personnel; or

(c) Confidential Information was received by the recipient on a non-confidential basis from a third party who is entitled to disclose it.

8. Healthcare Partner Obligations regarding Data Security

8.1 Data Security Obligations

(a) The Healthcare Partner acknowledges that it is responsible for the security of its systems and shall establish, maintain, and enforce reasonable security controls for its IT systems. This may include:

(i) information technology environment computer and network security, and user access controls,

(ii) encryption of data at rest and in transit,

(iii) cybersecurity plans, processes, and risk mitigation strategies,

(iv) physical security over paper and electronic data storage,

("Data Security Measures") to protect the confidentiality, integrity, and availability of Personal Information of Patients it receives into their information technology environment from the Platform. Such measures shall be consistent with industry standards and shall include, but not be limited to, secure data storage, data encryption, regular cybersecurity assessments, employee training, and incident response plans.

(b) The Healthcare Partner agrees to promptly notify Zable Health of any breaches of security or unauthorised access to Personal Information of a Patient(s) of which it becomes aware and shall cooperate fully with Zable Health in any investigation or response to such incidents.

(c) The Healthcare Partner must ensure that its Cybersecurity Measures are reviewed and updated as necessary to address new and evolving security threats and vulnerabilities, at a minimum on an annual basis.

8.2 Liability for Loss of Personal Information

(a) The Healthcare Partner shall be liable for any loss, theft, or unauthorised access or disclosure of Personal Information that occurs within its information technology environment (or the information technology environments of its third party providers and supply chain) or as a result of its failure to establish, maintain, or enforce the Cybersecurity Measures in clause 8.1(a).

(b) The Healthcare Partner agrees to indemnify, defend, and hold harmless Zable Health, its officers, directors, employees, contractors, agents, and affiliates, from and against any and all Claims arising out of or in connection with the loss, theft, or unauthorised access or disclosure of Personal Information and other Patient data in its possession or under its control.

9. Warranties, Liabilities and Indemnities

9.1 The Healthcare Partner represents and warrants to Zable Health that each of the following statements is true and accurate at the date of this Agreement:

(a) it is validly existing under the Law of its place of incorporation or registration;

(b) it has the power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement;

(c) it has taken all necessary action to authorise its entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement;

(d) the execution, delivery and performance by it of this Agreement (and any other agreement required to be entered into by it in connection with this Agreement) will not result in:

(i) a breach of, or constitute a default under, any agreement, arrangement, obligation of confidentiality, constitutional document or encumbrance to which it is party or by which it is bound; or

(ii) a breach of any Law or order, judgement or decree of any court, Government Agency or regulatory body;

(e) Healthcare Partner acknowledges and agrees that Zable Health is not a healthcare provider and is not liable in any respect for the care of a Patient. As between the Healthcare Partner and Zable Health, the Healthcare Partner is solely responsible for the care of Patients;

(f) Healthcare Partner agrees to indemnify, defend and hold harmless Zable Health, its officers, directors, employees, contractors, agents, and affiliates, from and against any and all Claims arising out of or in connection with:

(i) any advice or treatment provided (or which Healthcare Partner failed to provide) by the Healthcare Partner to a Patient, or

(ii) the Healthcare Partner's use of the Services, or

(iii) a breach of Law, a failure to maintain adequate Data Security Measures, or a breach of any terms of this Agreement;

(g) Zable Health acknowledges that certain Laws imply terms, conditions or warranties into contracts for the supply of goods or services that cannot be excluded. Nothing in this Agreement is intended to exclude or unlawfully restrict the application of such Laws;

(h) Subject to paragraph (g) above, Zable Health excludes to the fullest extent permitted by Law all rights, remedies, guarantees, conditions and warranties of or in favour of any Healthcare Partner or third party implied or imposed in respect of goods and services related to the Healthcare Partner's use of the Services and in particular:

(i) Zable Health does not warrant that provision of the Services will be free of delays, uninterrupted, error free or free of viruses or bugs;

(ii) Zable Health will have no responsibility or liability for any loss or damage that a Healthcare Partner incurs as a result of any failure to backup data stored on its own systems, including data of appointments requested and Patient records;

(iii) Zable Health will have no responsibility for any loss caused by the Healthcare Partner's negligence or the Healthcare Partner's breach of the Agreement; and

(iv) Zable Health does not guarantee the security of any information sent via the internet or other telecommunication or digital methods and is not responsible for any loss, corruption or interception of data which occurs outside of Zable Health's digital systems (such as those which occur while being sent over the internet).

9.2 If any term, condition, warranty or guarantee is implied or imposed into this Agreement and cannot be excluded, then to the extent permitted by Law the liability of Zable Health for a breach of the implied term, condition, warranty or guarantee will be limited as determined by Zable Health in its sole discretion to:

(a) in the case of goods, any one or more of the replacement of the goods or the supply of equivalent goods or the payment of the cost of replacing the goods or of acquiring equivalent goods; and

(b) in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again.

9.3 To the fullest extent permitted by Law, Zable Health:

(a) excludes any and all liability for any consequential or indirect loss, or any loss of profits, loss of opportunity, loss of goodwill or business reputation; and

(b) limits its total liability to a Healthcare Partner, for any reason, for all Claims related to this Agreement or the Services in each 12 month period from the start of this Agreement, to the amount of Fees paid under this Agreement during that 12 month period immediately preceding the event that gave rise to the Claim.

10. Term and Termination

10.1 The Agreement commences on the Commencement Date and shall continue in effect until terminated pursuant to this clause 10.

10.2 There is a cooling off period of 2 days following the Commencement Date where the Healthcare Partner is entitled to terminate this Agreement with immediate effect, by providing written notice of termination to Zable Health. On receipt of written notice of termination, Zable Health will remove the Healthcare Partner from the Platform.

10.3 If the Healthcare Partner is in breach of this Agreement, Zable Health reserves the right to remove the Healthcare Partner from the Platform and cease allowing Users to request appointments with the Healthcare Partner on the Platform, until the breach has been remedied.

10.4 Each party may terminate this Agreement for convenience by providing 30 days’ written notice to the other party.

10.5 Fees will be payable by the Healthcare Partner in respect of the Services provided up to the date of termination, which includes any notice period.

10.6 Zable Health may terminate this Agreement immediately by giving written notice to the Healthcare Partner if the Healthcare Partner:

(a) commits a breach of this Agreement that cannot be remedied, or, having been given an opportunity to remedy in clause 10.3, the breach was not remedied to Zable Health’s reasonable satisfaction;

(b) enters into receivership or liquidation; or

11. Notices

11.1 A notice or other communication connected with this Agreement (“Notice”) must be in writing and in English.

11.2 A Notice must be emailed to the recipient’s email address as set out in the Zable Health registration confirmation (includes email or other online notification) or as notified in writing from time to time.

11.3 Service of a Notice is deemed to have occurred, if sent by email – on the first day after it is sent, provided that the sender does not receive a message stating that delivery of the email has failed or the recipient is ‘out of the office’.

12. General

12.1 This Agreement contains all the terms and conditions agreed on by the parties. No oral agreements or representations will be valid or binding on the parties unless expressly contained in this Agreement or by a written amendment to this Agreement.

12.2 This Agreement may only be amended by agreement by both parties.

12.3 No term or condition in this Agreement will be deemed waived and no breach excused unless such waiver or excusal is in writing and signed by the affected party.

12.4 If any term or condition of this Agreement is found to be illegal or unenforceable, each such term or condition will be enforced only to the extent it is not illegal or unenforceable and all other Terms & Conditions and provisions of this Agreement will remain in full force and effect.

12.5 The provisions of clause 6, 7, 10 and 11 survive termination or expiry of this Agreement.

12.6 This Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision of it or because that party relies on a provision of this Agreement to protect itself.

12.7 This Agreement is governed by the laws of the State of New South Wales. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with all matters concerning this Agreement.

12.8 Neither party is liable for any delay or failure to perform its obligations under this agreement if the delay or failure is due to any event beyond its reasonable control, including without limitation, natural disasters, acts of God, virus outbreaks, acts of government, changes in Law or regulations, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems, technical failures, or cyber attacks. The party affected by such an event shall notify the other party as soon as reasonably possible and shall use reasonable efforts to mitigate the effects of the event.

12.9 The use of the Platform by the Healthcare Partner is subject to the Terms of Use that apply to the use of and access to the Platform, and the Healthcare Partner agrees to comply with and be bound by those Terms of Use.

12.10 Zable Health may, at any time, vary this Healthcare Partner Agreement, including, but not limited to, adding or varying any Fees and charges for the Services. Zable Health will provide the Healthcare Partner with at least 30 days' notice of any variation of these Terms & Conditions. A variation of terms takes effect on the date set out in the notice given by Zable Health. If the Healthcare Partner does not wish to continue to receive the Services after the variation of terms, then it may terminate this Agreement for convenience in accordance with clause 10.4. The Healthcare Partner's continued use of the Services or the Platform after the effective date of the variation of the Terms & Conditions shall be deemed to constitute acceptance by the Healthcare Partner of such amendments. Any rights or liabilities arising prior to the effective date of any amendment to this Agreement will be unaffected by the variation of the Terms & Conditions.

The Healthcare Partner Terms and Conditions was last updated 12/09/2024.