Practitioner Terms and Conditions

1. Overview

1.1 HealthMate (Platform) is a digital mobile and web-based application developed and owned exclusively by HEALTHMATE CO PTY LTD ACN 691 309 663 (we, us, our) with domain name https://healthmate.co. It is designed to provide telehealth, in-clinic, and in-home service settings, act as a digital intermediary and care coordination facilitator, and offer practice management and digital health infrastructure services for healthcare practitioners through healthcare technology.

1.2 We and our third-party licensors reserve the right to update, modify, replace, limit, and expand the Platform and its functionality.

1.3 You should read these Terms and Conditions carefully prior to registering to use the Platform.

2. Acceptance of Terms and Conditions

2.1 These Terms and Conditions record an agreement between you (Health Practitioner(s), user(s), you, your), as the user, and us for the purpose of you registering as a Health Practitioner on the Platform. Health Practitioner(s) means an individual who provides clinical, healthcare, allied health, or other health-related services through the Platform. This includes individuals registered with AHPRA or, where relevant, with another professional or regulatory body, as well as those who are not registered.

2.2 You acknowledge and agree that you act solely as an independent Health Practitioner and not as an employee or representative of us; and all clinical decisions, advice and treatment remain entirely your professional responsibility.

2.3 By using the Platform, you are accepting these Terms and Conditions and agree to be bound by them.

2.4 We reserve the right to make changes to these Terms and Conditions from time to time. We will notify you of material changes by providing an update email, in-app notification or by other reasonable means. Your continued use of the Platform after such changes constitutes your acceptance of the revised Terms and Conditions.

3. Registration

3.1 At the time you register to use the Platform you may be required to provide your full name; a valid email address and a valid phone number; profession, practice and serving location; professional qualifications and compliance; AHPRA registration details (where applicable); bank details for payment purposes; and any other information required to complete the registration process (User Data).

3.2 Failure to supply correct User Data may result in us cancelling your registration.

3.3 You agree to update your User Data if there are any changes to ensure that it is current and accurate at all times.

3.4 You agree to permit us to use the User Data for the purpose of providing the functionality of the Platform and any related purpose, including but not limited to AI model training, refinement and optimisation, machine learning development, user behaviour analysis, and improvement of AI-assistant capabilities, provided such use involves de-identified or aggregated data where reasonably practicable. You grant us a perpetual, worldwide, royalty-free license to use, modify, and incorporate de-identified User Data (and other data we collect from you) into our AI models and systems, subject to compliance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. You understand and agree that any AI-generated content, recommendations, or insights created through the Platform are owned exclusively by us, regardless of the input data used.

3.5 You must be appropriately qualified and insured to use the Platform. Where required, you must also be registered with AHPRA or another relevant professional body. You are responsible for keeping your registration, insurance, and credentials accurate and up to date. We may conduct verification checks and suspend your access if necessary.

3.6 You may be required to complete a background check, or we may use the User Data to perform a background check on you. We reserve the right to withhold approval of your registration until the background check is completed to our standards.

3.7 When you register with the Platform, you will be required to provide a contact email address, mobile phone number and other registration details, and create your own login credentials.

3.8 You will cooperate to perform and complete all required onboarding steps to allow you to commence using the Platform.

3.9 You are responsible for maintaining the security of your login and account information (including the password) and notify us of any regulatory issues.

3.10 You are responsible for all activities that occur on your account.

3.11 You agree to use the Platform for its intended purpose. You must not use the software for any illegal or unauthorised purpose, including the transmission of malware.

3.12 All User Data will be stored and maintained by or on behalf of us in accordance with Australian law.

3.13 Our use of any personal information and sensitive information provided within the User Data will be in accordance with our Privacy Policy available at www.healthmate.co/privacy-policy.

3.14 Your registration may be used by you and your employees only. To the extent that you share or operate a clinic with other health practitioners, those health practitioners will be required to register on the Platform individually. We may at our absolute discretion enable your registration to be used by other health practitioners at your clinic.

4. Service and Use

4.1 The Platform enables Health Practitioners to manage and deliver healthcare services (collectively, the Services), including:

• Creating and managing practitioner profiles and credentials;
• Setting availability, Consultation Fees and service modes;
• Accepting and managing bookings for telehealth, in-home and in-clinic consultations;
• Communicating securely with clients;
• Accessing onboarding, client-matching and care coordination tools;
• Processing integrated billing and payments;
• Using AI-assisted administrative tools such as clinical note drafting, referral templates and consultation documentation support; and
• Any other additional services we may provide as required from time to time.

4.2 The Platform facilitates digital communication between clients and independent Health Practitioners. We do not employ Health Practitioners and do not supervise or direct the provision of clinical services.

4.3 Health Practitioners must:

• Take full responsibility for the accuracy, appropriateness, and quality of all clinical assessments, advice, and treatments provided through the Platform;
• Ensure that all Services delivered via the Platform comply with legal and professional standards, including keeping proper records, safeguarding patient privacy, choosing suitable consultation methods, and meeting all mandatory reporting requirements;
• Conduct themselves professionally and in accordance with the law at all times; and
• Refrain from misleading conduct, inappropriate communications, or any attempt to bypass the Platform.

4.4 In the case of a client who is under 18 years of age (Dependent), Health Practitioners must assess the decision making capacity of the Dependent in compliance with all relevant laws and professional standards; verify the identity and decision making authority of any Substitute Decision Maker; comply with all applicable paediatric obligations under all relevant law and professional standards, including age-appropriate consent, mandatory reporting, AHPRA paediatric standards; and appropriately handle confidentiality between the Dependent and the Substitute Decision Maker.

4.5 By accepting the Terms and Conditions, you confirm and accept that:

• We are not liable for any advice or treatment provided by you to a client;
• We only provide the Platform by which you may connect with a client. You are responsible for ensuring that you attend any consultation in a manner that ensures privacy and the efficacy of the consultation;
• You are not permitted to make an audio or visual recording of a consultation with a client;
• We will record your consultations with a client (via our Platform) and you acknowledge that you have provided your consent for us to do so when onboarding to the Platform. Recordings will be deleted post-transcription as outlined in our Privacy Policy;
• You agree to comply with all applicable laws, professional standards and guidelines for telehealth consultations or any consultations in your jurisdiction, including the Medical Board of Australia's Guidelines for Telehealth Consultations with clients where applicable;
• You agree to maintain the confidentiality of all client data, Confidential Information and comply with all applicable privacy laws including the Privacy Act 1988 (Cth) and any health records legislation in your jurisdiction;
• You agree that you are responsible for maintaining and protecting clinical records and patient health information in accordance with your legal and professional obligations; and
• You agree to obtain the client's informed consent before conducting any consultation, including explaining the nature of the consultation, the telehealth modality, billing arrangements, privacy risks, and any limitations of telehealth.

4.6 You communicate with clients through the Platform before consultations via practitioner profiles, bookings, referrals, intake information and secure messaging.

4.7 Consultations may occur through telehealth, secure digital communications, in-home visits or in-clinic appointments, with you also able to use AI-assisted documentation tools.

4.8 After consultations, the Platform facilitates ongoing communication through secure messaging, care plans, referrals, reminders, notifications and follow-up care coordination features.

4.9 You are responsible for ensuring you meet your appointments at the appointed time. You must notify us as soon as possible and in any event not less than 48 hours prior to an appointment if you are unable to make an appointment. Repeated failure to meet appointments may result in the temporary or permanent suspension or termination of your access to the Platform.

4.10 The Platform may offer data storage, export, and security features. If you utilise this function, clients' records will be dealt with in keeping with our Privacy Policy. Regardless of whether you use the Platform's storage functionality, you agree to maintain accurate and complete records of all consultations in compliance with all applicable laws, professional standards and guidelines.

4.11 We may engage third-party processors who comply with legal requirements, and we retain records as required by law.

5. Fees, Payment and Cancellation

5.1 The client is responsible for paying your fees for any consultations through the Platform (Consultation Fees). You must display your Consultation Fees on the Platform for clients to access and view prior to booking a consultation. All payments of Consultation Fees must be processed through the Platform using the designated payment gateway. You must not accept direct payments outside the Platform for consultations conducted through it.

5.2 By accepting the Terms and Conditions, you authorise us or any third-party service provider to debit your account at the relevant financial institution connected with the payment details identified and provided in your User Data for payment of the Consultation Fees and all charges.

5.3 By accepting the Terms and Conditions, you agree that we are authorised to process payment for the Consultation Fees.

5.4 In consideration for providing the Services, Health Practitioners are paid the Consultation Fee less third-party payment processing fees and our commission (Commission), with net disbursements paid weekly to the Health Practitioners nominated account in your User Data. We reserve the right to update the Commission payable.

5.5 We will process Consultation Fee payments from clients on your behalf and remit to you the balance after deducting the applicable Commission; and any other outstanding amounts owed to us by you (Health Practitioners' Fee).

5.6 We may withhold, reverse or adjust payments for disputed, fraudulent, incomplete or non-compliant consultations, and may recover overpayments through future offsets or invoicing.

5.7 It is your responsibility to ensure that your nominated bank account details are complete, accurate, and up to date at all times.

5.8 You must ensure that your nominated account has sufficient capacity to receive payments of the Health Practitioners' Fee.

5.9 You are responsible for complying with your own taxation obligations, including declaring income and managing GST if applicable.

5.10 Health Practitioners providing services under government, statutory or private funding schemes are solely responsible for complying with all applicable billing rules, registrations, pricing requirements, documentation obligations and regulatory standards for each scheme. We may facilitate claims processing through the Platform, but you remain responsible for rejected claims, compliance issues, audits, overpayments and maintaining all required approvals, records and provider registrations across schemes including NDIS, DVA, aged care, Medicare, private health insurance and workers compensation.

5.11 For the avoidance of doubt, you are liable to pay all outstanding fees and charges that have accrued as at termination, including the Commission.

5.12 Clients must provide at least forty-eight (48) hours' notice to cancel an appointment to receive a refund. If less notice is given, the Health Practitioner is entitled to retain or claim the full Consultation Fee. This provision applies to instances of non-attendance by clients and to funded appointments, subject to the relevant scheme rules.

5.13 If you cancel an appointment, the client must receive a full refund.

5.14 All cancellations must be recorded through the Platform.

5.15 Health Practitioners who cancel appointments repeatedly may be suspended or terminated.

6. Term and Termination

6.1 The term of these Terms and Conditions commences when you first register to use the Platform.

6.2 We may at our absolute discretion offer you a trial period, during which we may apply payment terms that are different to those set out in clause 5. For example, Commission may be lessened or removed all together. For the avoidance of doubt, we are under no obligation to provide a trial period.

6.3 You can cancel your registration through the Platform at any time.

6.4 We reserve the right to suspend or delete your account immediately if you are in breach of any of these Terms and Conditions, including but not limited to any safety concerns, dishonest, discourteous, or otherwise unprofessional behaviour by you in relation to the Platform or other material risks.

6.5 Either party may terminate these Terms and Conditions on 14 days' prior written notice.

6.6 Termination will not affect any of our accrued rights or your accrued liabilities as at the time of termination.

6.7 Upon termination, Platform access ceases, outstanding payments are finalised subject to lawful withholding, and ongoing obligations such as privacy, liability and record retention continue to apply.

7. Intellectual Property

7.1 Your registration to the Platform is pursuant to a non-exclusive license between you and us which is granted subject to these Terms and Conditions. We claim copyright and all other intellectual property rights over the Platform and its other products and Services and reserve all of our rights.

7.2 Nothing in these Terms and Conditions creates the right for you to sublicense the Platform, or your account.

7.3 You must not modify, adapt or hack the Platform or modify another website or software so as to falsely imply that it is associated with the Platform or us.

7.4 By accepting these Terms and Conditions you undertake not to reverse engineer, replicate, duplicate, sell, resell, copy, or otherwise exploit any portion of the Platform.

7.5 All intellectual property and ownership rights subsisting in the Platform (including the user interface and the software comprising the Platform), content, the AI assistant functionality, machine learning models, and AI-generated content, and the data derived from use of the Platform, remain our or our third party licensors' exclusive property.

7.6 We reserve all our rights to seek compensation, damages, injunctions, or any other remedy available to us at law if any attempt to breach this clause is made by you or any of your affiliates.

8. Artificial Intelligence (AI) Use

8.1 The Platform incorporates AI-assisted Tools to support administrative functions, transcription and draft clinical documentation, but do not replace practitioner clinical judgment or responsibility.

8.2 The AI systems are based on statistical and algorithmic models trained on historical and public data. As such, they may not account for client-specific variables or unique clinical presentations. You acknowledge and accept that AI-generated outputs may be incomplete, inaccurate, biased, or otherwise not reflective of a full clinical picture. These outputs are provided for informational purposes only and are not a diagnosis, prescription, or substitute for clinical evaluation.

8.3 You retain full responsibility for the clinical care, decisions, recommendations, and treatments you provide. You must obtain informed client consent before using AI transcription tools; independently review and approve all AI-generated outputs; use the AI outputs only as a supplementary tool; not rely solely on the AI to form or communicate any clinical plan or decision; and remain solely responsible for the accuracy, legality and clinical appropriateness of all finalised records and patient care.

8.4 You must ensure that clients are aware that AI is used to support administrative functions, transcription and draft clinical documentation, and that the AI does not provide medical advice, diagnoses, or treatment; any outputs are subject to clinical review; and the final recommendations provided to the client reflect your own professional judgment.

8.5 You must not delegate any clinical judgment, diagnostic task, or treatment recommendation to the AI; present AI-generated content as definitive or prescriptive; or suggest that the AI replaces clinician input or acts autonomously. The AI tools used by the Platform do not have regulatory approval to operate independently or to deliver medical services.

8.6 To improve the accuracy, reliability, and safety of the AI systems, de-identified client data, usage logs, and metadata may be used for internal quality assurance and algorithm training purposes.

8.7 To the maximum extent permitted by law, we disclaim all liability for any harm, injury, loss, or clinical error arising from reliance on AI-generated content. You agree to indemnify and hold us harmless for any adverse outcomes resulting from improper or excessive use of the AI tools provided through the Platform.

9. Operation of and Modifications to the Platform

9.1 As a user of the Platform, you warrant that you will comply fully with all Platform operating instructions.

9.2 We accept no liability, and you release us from any such liability, associated with faults or errors caused by your non-compliance with all operating instructions.

9.3 We may suspend your account for any one or more periods of time if we are unable to provide the software due to a fault or dysfunction with our servers.

9.4 We reserve the right to modify or discontinue, temporarily or permanently, the Platform and its other products and Services with or without notice.

10. Confidentiality

10.1 Confidential Information includes any information marked as confidential and any information received or developed by us during the term of these Terms and Conditions, which is not publicly available and relates to processes, equipment and techniques used by us in the course of our business.

10.2 You must keep our Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.

10.3 Information resulting from your activities pursuant to these Terms and Conditions will also be regarded as Confidential Information.

10.4 Your obligations with regard to the Confidential Information will continue for so long as the Confidential Information is maintained on a confidential basis.

10.5 At the termination of these Terms and Conditions, or when earlier directed by us, all Confidential Information must be returned to us and any copies erased and destroyed.

10.6 The Confidential Information does not include information which is generally available in the public domain (other than as a result of a breach) or was known by you prior to disclosure.

10.7 You agree that we may require any of your personnel to sign a confidentiality agreement in a form that we approve.

10.8 You agree to indemnify us fully against all liabilities, costs and expenses which we may incur as a result of any breach of this clause by you.

10.9 You acknowledge that damages may be an inadequate remedy for breach of this clause 10 and that we may obtain injunctive relief against you for any breach.

11. Warranties

11.1 By using the Platform, you acknowledge and agree that we are not liable for any direct or indirect expense, damage or injury (including indirect loss of revenue, profits, goodwill or business opportunity) howsoever caused, including arising directly or indirectly from or in connection with your use of the Platform.

11.2 You further warrant that you are a duly qualified health practitioner within your jurisdiction and hold and maintain all current qualifications, certifications, licences, insurances, and any other documentation required to provide the health service you are providing through the Platform. We may request, and you must provide us within a reasonable time and in any event not less than 14 days of such request, proof of currency of any of the aforementioned requirements.

11.3 You warrant that you must only provide health advice to a client through the Platform that you are qualified to provide. You warrant that you must not use the Platform to breach any law, regulation, policy or standard that applies to health practitioners in your jurisdiction.

11.4 We do not warrant the remedies, advice, prescriptions, or treatments otherwise provided by you through the Platform.

11.5 We do not warrant that we will meet your specific requirements; that the Platform, including its AI assistant functionality, will be uninterrupted, timely, secure, error-free, or produce completely accurate or suitable results; or that any errors in the Platform will be corrected.

11.6 Subject to any of the rights you may have under Australian Consumer Law (ACL), we exclude to the fullest extent possible all implied terms and warranties.

12. Limitation of liability

12.1 The Platform, including its AI assistant functionality, is made available to you on an "as is" basis. We make no warranties, representations or conditions of any kind, express, statutory or implied as to the availability, operation and functionality of the Platform; the accuracy, integrity, completeness, quality, legality, usefulness, safety and IP rights of any of the software content (including AI-generated outputs); and/or the products and Services associated with the Platform or its content.

12.2 You acknowledge and agree that we are not a medical or healthcare provider and do not offer medical advice or services; we do not supervise or direct your clinical conduct; you are solely responsible for the clinical services, treatments, recommendations, or prescriptions you provide through the Platform; and we disclaim all liability for adverse outcomes, client complications, or medical side effects arising from your clinical decisions.

12.3 Clients are responsible for paying your Consultation Fees. We do not guarantee or underwrite payment by clients; will not compensate you for unpaid Consultation Fees; and may, at our sole discretion, assist with enforcement or recovery of unpaid amounts, but are under no obligation to do so.

12.4 To the maximum extent permitted by law, we disclaim all liability and must not be liable for any indirect, special, incidental, punitive, exemplary, reliance or consequential damages; loss of profits, revenue, business opportunity, or goodwill; business interruption or loss of data; claims arising from client misconduct, behaviour, or treatment outcomes; network interruptions, network failures, service downtime or Platform interruption; loss or damage to reputation; or the cost of procurement of substitute Services.

12.5 Our maximum aggregate liability to you for any claims, damages, injuries or causes whatsoever, will at all times be limited to the greater of (i) the Commission received, if any, by us from you in connection with the Platform in the twelve (12) months prior to the action giving rise to liability or (ii) $500.00.

12.6 Nothing in these Terms and Conditions excludes, restricts, or modifies any rights or remedies you may have under the ACL or any other applicable legislation that cannot be lawfully excluded.

13. Links to Third Party Content

13.1 We may link to the websites or other services offered by our third-party affiliates. In doing so, we do not warrant the functionality of the business, product, or service being advertised in the link.

13.2 Where we link to third party websites, we do not warrant the safety, functionality, or suitability of these websites.

13.3 The Platform may contain links to third-party websites not under our control or operation. Linked sites may be subject to their own terms and conditions. We accept no liability for any loss or damage suffered as a result of you accessing a linked site.

13.4 Any trade marks/names featured on the Platform are owned by the respective trade mark owners.

14. Indemnity

14.1 You agree to defend, indemnify and hold harmless us, our members, managers, subsidiaries, affiliates, suppliers, licensors and partners, and their respective officers, directors, employees, agents and representatives, from any claim or demand made by any third party due to or arising out of any advice, remedy, prescription or treatment otherwise provided by you to a client through the Platform; any personal injury or death or any alleged or actual malpractice or negligence caused by or relating to you or a Consultation; any loss or damage resulting from a client developing adverse side-effects or complications; your access to or use of the Platform; your violation of these Terms and Conditions; or any infringement by you of any intellectual property or other right of any person or entity.

14.2 You must maintain current professional indemnity and public liability insurance appropriate for your practice and compliant with applicable laws and professional requirements. You must provide certificates of currency upon request within seven (7) days, promptly notify us of any lapse or reduction in coverage, and comply with any updated insurance requirements notified by us from time to time.

15. General

15.1 To the extent permitted by law, we reserve the right to create, collect and/or store any metadata resulting from your use of the Platform.

15.2 You understand that we use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, payment gateway, AI functionality and related technology required to run the Platform.

15.3 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform, use of the Platform, or access to the Platform without our prior express written permission.

15.4 Verbal, physical, written or other abuse (including threats of abuse or retribution) of any of our employees, members, representatives, or officers will result in immediate termination of your account.

15.5 Our failure to exercise or enforce any right or provision of these Terms and Conditions does not constitute a waiver of such right or provision. The Terms and Conditions constitutes the entire agreement between you and us.

15.6 Any part of these Terms and Conditions that is invalid, prohibited or not enforceable will not void the balance of the Terms and Conditions.

15.7 We make no representations or warranties that the content of the Platform complies with the laws (including intellectual property laws) of any country outside Australia.

15.8 We are not responsible for delays or failures caused by events beyond our reasonable control, such as natural disasters, pandemics, government orders, power outages, cyber incidents or third-party infrastructure failures.

15.9 The parties agree that clauses 7, 10, 11, 12, 14 and 15 survive termination or expiry of these Terms and Conditions.

15.10 Any queries about the Terms and Conditions should be sent to us by email at support@healthmate.co.

15.11 If you have a concern, issue or complaint about the Platform, please contact us at support@healthmate.co. Before commencing legal proceedings (except for urgent injunctive relief), you agree to attempt to resolve any dispute through good faith negotiation. If a dispute remains unresolved for 30 days, either party may refer the dispute to mediation administered by the Australian Disputes Centre (ADC) in Melbourne, Victoria. Disputes arising from your use of the Platform are exclusively subject to the jurisdiction of the courts of Victoria.

15.12 These Terms and Conditions are governed by the laws of Victoria.