CloudOrtho Terms & Conditions

IHOC Pty Ltd (ACN 642 540 814) (“CloudOrtho” or “us” or “we” or “our”) of ‘Palm Court Centre’ Shop 1B 14 Short Street Port Macquarie NSW 2444 operates an Online Platform that connects CloudOrtho to practitioner(s) (“you”) seeking diagnostic and mentoring services for patient(s) (“Patient”). When creating an account on the Online Platform, you will be required to tick a box to accept the terms and conditions set out in this Agreement as they relate to the provision of the Services through the Online Platform.

  1. OUR TERMS AND CONDITIONS
    1. By accessing and using the Online Platform and the content and information offered on the Online Platform, you are agreeing to these terms and conditions.
    2. These terms and conditions apply to all transactions between us and you relating to the provision of the Services through the Online Platform and unless otherwise agreed in writing, these terms and conditions shall apply to the exclusion of any other terms and conditions.
    3. We have taken proper care and precautions to ensure that the information we provide on the Online Platform is accurate. However, we cannot guarantee, nor do we accept any legal liability arising from or connected to, the accuracy, reliability, currency or completeness of anything contained on the Online Platform.
  2. REGISTRATION
    • To engage with the Online Platform and receive the Services you will be required to create an account on the Online Platform which includes creating an individual profile which requires you to provide information such as your name, registration number, contract number, email address, practice address and practice website.
    • You agree to ensure that the details referred to in clause 2.1 are true and accurate at all times and you undertake to update your registration details from time to time when such details change for whatever reason.
  3. CLOUDORTHO SERVICES
    1. The Services provided through the Online Platform are separated into four (4) tiers as follows:
      Tier I Diagnosis and Treatment Plan including one (1) Clinical Consultation.
      Tier II Diagnosis and Treatment Plan including five (5) Clinical Consultations over a two (2) year period.
      Tier III Diagnosis and Treatment Plan including fifteen (15) Clinical Consultations over a three (3) year period.
      Tier IV One (1) Emergency Consultation as well as referral to a Treatment Plan.
    2. In order to receive the Services, you must:
      1. upload the Patient’s medical records as is relevant to diagnosis of the Patient and preparation of a treatment plan (if applicable), including, but not limited to, the Patient’s medical history, treatment overview and X-rays; and
      2. pay the Treatment Fee in accordance with clause 6.
    3. Until such time as you comply with clause 3.2, we will not be required to provide you with the Services.
  1. SITE ACCESS
    1. Once you have registered to use the Online Platform in accordance with clause 2.1, you will have a limited licence to access and use the information contained on the Online Platform and are permitted to download a copy of the information on the Online Platform to your computer provided that you do not delete or change any of CloudOrtho’s Intellectual Property.
    2. Except as permitted under the Copyright Act 1968 (Cth) and this Agreement, you are not permitted to copy, reproduce, republish, distribute or display any of the information on CloudOrtho’s Online Platform without the prior written consent of CloudOrtho.
    3. The licence to access and use the information on CloudOrtho’s Online Platform:
      1. does not include the right to use any data mining robots or other extraction tools;
      2. does not permit you to metatag or mirror the Online Platform without the prior written consent of CloudOrtho.
  2. YOUR OBLIGATIONS AND WARRANTIES
        1. You warrant that:
          1. any and all information you have given, or will give, to CloudOrtho is, or will, be true, accurate and not misleading in any material respect;
          2. you have legal capacity to enter into this Agreement as a legal entity and have legal capacity to understand, and full power and authority to enter into, the terms and conditions contained in this Agreement;
          3. you are solely responsible for, and assume all risk arising from, your use of the Services and the Online Platform; and
          4. you have obtained consent from the Patient to release any medical records relating to the Patient including but not limited to, the Patient’s medical history, treatment overview and X-rays; and
          5. you will not use the Online Platform for any illegal or unauthorised use and will not provide any unauthorised linage to the Online Platform.
        2. You agree to:
          1. provide CloudOrtho with necessary Patient information as is relevant to diagnosis of the Patient and preparation of a treatment plan (if applicable), including, but not limited to, the Patient’s medical history, treatment overview and X-rays;
          2. maintain appropriate security, back-up and virus-checking procedures in place for any computer facilities, information or materials which it uploads or downloads from the Online Platform;
          3. obtain health professional insurance to protect you from any liability to pay compensation for injury to third parties as a consequence of reliance on the Services provided to you via the Online Platform or as a consequence of you providing professional services to the Patient;
          4. treat all information obtained from CloudOrtho as confidential, and not take commercial advantage of any Confidential Information provided to you via the Online Platform, or enable others to do so; and
          5. not provide copies of any delivered Services to any third party without CloudOrtho’s prior written consent.
        3. You acknowledge and agree that:
          1. CloudOrtho’s performance under this Agreement depends on you carrying out your obligations as set out in this Agreement;
          2. CloudOrtho is not able to independently verify the accuracy of any information and documents provided by you and will not be liable for any loss of damage arising from any inaccuracy or other defect in any information or documents supplied by you;
          3. CloudOrtho is not responsible for any delay or other consequence that results from your failure to perform any of your responsibilities under the Agreement;
          4. CloudOrtho is not liable for loss or damage that you or any other person sustains, directly or indirectly, in connection with the Online Platform, Services or CloudOrtho’s reliance on information it receives, or is given access to, by you;
          5. CloudOrtho can modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or change and modify prices for all or part of the Services in its sole discretion;
          6. CloudOrtho can only monitor the successful completion of Services conducted via the Online Platform and any professional services undertaken outside of the terms of this Agreement will not be monitored by CloudOrtho, nor will CloudOrtho be liable in respect to the completion or non-completion of any such professional services;
          7. CloudOrtho has no control over the provision of professional services to the Patient, other than the Services provided on the Online Platform, and as such, CloudOrtho disclaims any and all liability in respect to the provision of professional services by you to the Patient;
          8. nothing in this Agreement prevents CloudOrtho from providing services of a similar nature to any other client;
          9. the Services are for your benefit only and it is not intended that any third party use or rely on them; and
          10. if the provision of the Services are unable to commence, or are interrupted due to technical issues of the Online Platform, CloudOrtho will not be held responsible, nor liable in any respect.
  3. FEES & PAYMENT
    1. To receive the Services via the Online Platform, you are required to pay the Treatment Fee respective to the desired tier of Services as set out below:
      Tier I $699.00
      Tier II $1,099.00
      Tier III $1,599.00
      Tier IV $499.00
    2. CloudOrtho uses an encrypted payment gateway and security certificate to secure payments. Whilst we take all reasonable precautions, we cannot guarantee the security of any transaction.
    3. CloudOrtho will not be required to provide the Services until such time as you pay the Treatment Fee. Any fees payable for denial of a payment will be payable by you.
    4. For the avoidance of any doubt, any Treatment Fee paid by you to CloudOrtho is non-refundable in any circumstance.
    5. If, and to the extent, any supply of the Services under this Agreement is a taxable supply within the meaning of the GST Law, the Treatment Fee will be increased to include GST payable by CloudOrtho in respect of the supply.
  2. PRIVACY
    1. CloudOrtho collects and manages your personal information in accordance with the Privacy and Personal Information Protection Act 1998. CloudOrtho collects and uses this information to provide the Services to you via the Online Platform, to improve the quality of the Services, and to provide you with information about other services offered by CloudOrtho. CloudOrtho agrees to keep such information strictly confidential. To view CloudOrtho’s Privacy Policy and read more about why we collect personal information from you and how we use that information click here.
    2. As you must access the Online Platform (including any other content, product, or service) using a password, you acknowledge and agree:
      1. that you are solely responsible for maintaining the confidentiality of that password;
      2. that where you provide someone else with access to the password to the Online Platform, they will have the ability to view information about your account and make changes through the Online Platform for the Services;
      3. to notify CloudOrtho promptly if you change your billing and delivery addresses or email address so that CloudOrtho can continue to contact you and send any notices required hereunder;
      4. that where you fail to notify CloudOrtho promptly of a change, then any notice sent by CloudOrtho to your old address shall be deemed sufficient notice.
  1. CONFIDENTIALITY
    1. If the parties, during the course of CloudOrtho providing you with the Services, receive the Confidential Information of the other, they agree:
      1. to use their best endeavours to keep such Confidential Information securely protected and will only disclose such information to persons who have need to know on a confidential basis; and
      2. not to disclose, disseminate or use Confidential Information in any way other than in the course of providing or receiving the Services.
    2. The restriction referred to in clause 8.1 do not apply to Confidential Information which:
      1. is authorised to be disclosed by way of either party receiving written consent from the other; or
      2. CloudOrtho is required to disclose to a contractor, agent, director, shareholder, officer or partner of CloudOrtho in respect to the provision of Services; or
      3. is already in the public domain; or
      4. enters the public domain otherwise than as a result of an unauthorised disclosure or a breach of this Agreement; or
      5. is or becomes lawfully available to either party from a third party who has the lawful power to disclose such information on a non-confidential basis; or
      6. is rightfully known to either party prior to the date of the disclosure; or
      7. is disclosed to either party’s respective insurers or legal advisers; or
      8. is required to be disclosed by law, provided that prior to disclosure where reasonable practicable, the party required to make the disclosure gives the other party prior written notice of the requirement to disclose and details the information that will be disclosed.
    3. The requirement to maintain Confidential Information subsists after this Agreement or any extension thereof is terminated.
  2. INTELLECTUAL PROPERTY
    1. To the extent that CloudOrtho’s Intellectual Property is:
      1. contained or developed by CloudOrtho in the provision of the Services; or
      2. delivered by CloudOrtho to you during the performance of the Services,
    2. CloudOrtho grants you a non-exclusive and non-transferable licence to use the Intellectual Property which forms part of the provision of Services for your own internal use and for the purpose for which they are delivered.
    3. You agree:
      1. not to provide any Intellectual Property or copies thereof to any third party;
      2. that nothing in this clause prevents or restricts CloudOrtho from developing and/or using any Intellectual Property for its own purposes; and
      3. the Intellectual Property rights vest in CloudOrtho upon their creation, by virtue of this clause, regardless of whether the Intellectual Property is conceived or created in whole or in part by CloudOrtho during the provision of the Services, alone or in conjunction with others, using CloudOrtho’s property or not, in pursuance of instructions or not.
    4. Nothing in this clause prevents or restricts CloudOrtho from developing and/or using Intellectual Property or Confidential Information, including any ideas, concepts, know-how, information, techniques, inventions and improvements developed during the term of this Agreement and relating to methods or process of more general application, for CloudOrtho’s purposes or for other clients of CloudOrtho.
  1. DISCLAIMER

In using the Online Platform and receiving the Services, you acknowledge and agree that:

  1. the Services provided by CloudOrtho to you constitute a professional service which is widely accepted in Australia by peer professional opinion as competent professional practice;
  2. the Services are designed to provide diagnostic and mentoring support to you and the Services are not intended to be solely relied on by you to treat the Patient or replace specific professional opinions as to treatment of the Patient which at all times rests solely with you;
  3. to the full extent permitted by law, all warranties, conditions, representations and liabilities are excluded including any implied by statute;
  4. CloudOrtho does not accept any liability or responsibility to any third party who benefits from the Services or makes use of, or receives, the Services delivered by CloudOrtho to you;
  5. no guarantees or representations have been made as to the success or benefits which you and/or Patient may receive from the provision of the Services and any such success, benefits or other results which you and/or Patient receives or achieves from the Services will be dependent upon the choices made by you when treating the Patient.
  6. INDEMNITY AND LIMITATION OF LIABILITY
    1. You indemnify and agree to keep indemnified CloudOrtho from all reasonable Loss incurred by CloudOrtho arising from provision of the Services via the Online Platform, except to the extent that the Loss has resulted from the willful misconduct or fraudulent behavior of CloudOrtho.
    2. CloudOrtho shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including delays and non-performance caused by viruses, denial of service attacks, other acts or omissions by you, third parties, internet service providers, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism and failure by you to timely furnish information or otherwise comply with this Agreement.
    3. CloudOrtho and its agents, sub-agents, officers, directors, related entities, employees and representatives will not be liable for any direct, indirect, incidental, consequential, claim, loss, damage, injury, death or any act, omission or default by you or any other persons or claims made against you, whether arising out of or in relation to the provision of Services provided to you, or the provision of any professional services provided by you to the Patient, whether or not such loss or damage was foreseeable or foreseen by either party.
    4. CloudOrtho is released and discharged from all liability in respect of the Services, whether under the law of contract, tort, statute or otherwise and you will not be entitled to commence any action or claim whatsoever against CloudOrtho its agents, sub-agents, officers, directors, related entities, employees and representatives of CloudOrtho in respect of the Services.
    5. To the extent that CloudOrtho breaches any statutory guarantee, condition or warranty implied into this Agreement and which cannot be excluded or modified, CloudOrtho’s liability is limited to, at CloudOrtho’s discretion:
      1. supply of the Services again; or
      2. payment of the cost of having the Services supplied again.
    6. The provisions of this clause will survive termination of this Agreement.
  7. RELEASE
    1. You waive any and all rights and entitlements to any claims, actions, suits, legal proceedings, demands, costs, losses, damages and expenses against CloudOrtho and releases CloudOrtho from any and all claims which you now have, or at any time in the future may have, at law or in equity, against CloudOrtho in relation to, or arising out of, use of the Online Platform and provision of Services.
    2. You must not, and must use your best endeavours to ensure that any person claiming through you does not, obtain or seek to obtain any relief in relation to, or arising out of, or in connection with, the use of the Online Platform, provision of Services to you, or the provision of professional services from you to the Patient.
  8. TERMINATION
    1. CloudOrtho reserves the right to terminate this Agreement immediately in its absolute discretion, for reasons which include, but are not limited to:
      1. failure by you to adhere to the opinion provided by CloudOrtho; or
      2. departure by you from acceptable standards of practice.
    2. In circumstances where CloudOrtho terminates the Agreement pursuant to this clause:
      1. the Treatment Fee will not be refunded to you;
      2. your access to the Services provided via the Online Platform, in respect to which the Treatment Fee was paid by you to CloudOrtho will be permanently suspended.
  1. DISPUTE RESOLUTION

In the event of any dispute between the parties:

  1. the parties will use their best endeavours to try to resolve the dispute amicably through negotiations in good faith, discussion and other communication. Each party can (upon giving at least 7 days written notice to the other) bring to any meeting an independent third party professional with appropriate qualifications to discuss the issue in question and seek to achieve a resolution; and
  2. if the dispute is not resolved through negotiation then any party can, by written notice to the other sent any time, set out the details of the dispute and nominate a resolution and serve such notice on the other parties,

if within five (5) Business Days of the written notice, the resolution proposed in the notice has not been accepted, the parties agree to refer their dispute to mediation and the parties agree that resolution of any dispute will be treated as urgent and all parties will use their best endeavours to attend and provide information and generally give effect to the mediation and will, wherever possible, avoid delay.

  1. ASSIGNMENT

You cannot novate, assign or transfer their rights under this Agreement without the prior written consent of CloudOrtho.

  1. AMENDMENTS
    1. CloudOrtho reserves the right to update or revise the terms and conditions contained in this Agreement at any time. Should the terms and conditions in this Agreement be updated.
    2. Your continued use of the Services and Online Platform following any changes to the terms and conditions in this Agreement will constitute your acceptance of such changes.
  2. ENTIRE AGREEMENT
    1. To the extent permitted by law in relation to the subject matter of this Agreement, this Agreement together embodies the entire understanding of the parties and constitutes the entire terms agreed on between the parties and supersedes any prior written or other agreement, representation, negotiation, arrangement, understanding and all other communications between the parties.
    2. If there is any conflict or inconsistency between the terms and conditions and provisions of this Agreement with any other document, the terms and conditions and provisions of this Agreement will prevail.
  3. NOTICES

Any notice to be given in conjunction with the operation of this Agreement must be in writing and sent by post or email of the recipient.

  1. WAIVER

Failure to exercise or enforce or a delay in exercising or partially enforcing or exercising any right, power or remedy provided under the law of this jurisdiction or this Agreement by any party will not in any way preclude or operate as a waiver of any exercise or enforcement or further exercise or enforcement of that or any other right, power or remedy provided by the law of this jurisdiction or under this Agreement.

  1. SEVERABILITY
    1. If a provision of this Agreement is or becomes invalid or unenforceable in the jurisdiction it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability and that fact does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions.
    2. Any prohibited, unlawful, void or unenforceable provision will be replaced by an allowable, lawful, effective and enforceable provision which so far as is possible will have the same economic benefit or burden for the parties as the severed provision was intended to achieve.
    3. All obligations of the parties survive expiration or termination of this Agreement to the extent required for their full observance and performance.
  2. LAW AND JURISDICTION

This Agreement is governed by the law in force in the state of New South Wales and will be construed in accordance with that law. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.

  1. DEFINITIONS

“Agreement” means the terms and conditions forming part of this document;

“CloudOrtho” means IHOC Pty Ltd (ACN 642 540 814);

“Confidential Information” means information relating to CloudOrtho, including the Online Platform and Services, which is obtained by you in the course of obtaining the Services via the Online Platform, and includes, but is not limited to, any of the following types of information:

  1. information which CloudOrtho indicates is confidential;
  2. information which is by its very nature confidential;
  3. information which could be of commercial value to any customer, client, supplier or competitor of CloudOrtho;
  4. information relating to research, development, trade secrets, know-how, material and intellectual property, technology, source codes and methodologies, terms of trade, contractual arrangements, business strategies, formulae, processes, applications, unique features or techniques in relation to or connected or associated with any of CloudOrtho’s products or services, advice, treatment plans or other documents provided you via the Online Platform;
  5. information obtained verbally, whether in Consultations, during discussions or in any other way;

“Clinical Consultations” means case discussions associated with the Services provided by CloudOrtho to you which may occur privately or in public discussion forums via videoconferencing, chatroom, messaging or email;

“Diagnosis” means the identification of the nature of an illness or other problem by examination of the symptoms;

“Emergency Consultations” means a Clinical Consultation which occurs as a matter of urgency between CloudOrtho and you, subject to the availability of CloudOrtho;

“Intellectual Property” means all copyright and other intellectual property rights in any material, proprietary, methodologies, templates, forms, precedents, spreadsheets, databases and other electronic tools on the Online Platform whether created or licensed by CloudOrtho, including any modifications thereto, including but not limited to, working papers and notes created for the purposes of the provision of Services via the Online Platform.

“Loss” means any and all claims, costs, suits, demands, liabilities and expenses, including but not limited to legal fees and disbursements incurred in rectifying a breach of the Agreement and/or recovering amounts due and payable from you whether arising from or in any way connected to the Agreement;

“Online Platform” means the Website or digital service provided by CloudOrtho or which facilitates the provision of the Services;

“Services” means diagnostic and mentoring services provided under any tier of service set out in clause 3.1 by CloudOrtho to you;

“Treatment Fee” means the fees set out in clause 6 and includes any credit card surcharges chargeable by CloudOrtho in respect to provision of the Services;

“Treatment Plan” means a treatment plan prepared by CloudOrtho which constitutes an opinion as to treatment of an underlying medical condition relating to the Patient which is identified in the Diagnosis of the Patient;

“Website” means the website known as www.cloudortho.com;

  1. INTERPRETATION

In this document, unless the context indicates otherwise:

  1. the words “include”, “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.
  2. a clause, schedule or annexure is a reference to a clause, schedule or annexure of this Agreement.
  3. a reference to “$” or “dollars” refers to the currency of Australia from time to time.
  4. in the interpretation of this Agreement no rules of construction shall apply to the disadvantage of one party on the basis that that party subject to this Agreement or any part of it.