Terms of Service

These Terms of Service ("Terms") govern your access to and use of ClinicMate, an AI-assisted clinical documentation platform operated by PrefetchLabs Pty Ltd (ABN 50 682 331 862) trading as ClinicMate ("ClinicMate", "we", "us" or "our"). ClinicMate is a product of, and is provided by, PrefetchLabs Pty Ltd, a company registered in New South Wales, Australia.

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a clinic, practice or other organisation, you represent and warrant that you have the authority to bind that organisation, and "you" and "Customer" refer to that organisation. If you do not agree to these Terms, you must not access or use the Service.

These Terms form a binding agreement. Our Privacy Policy is incorporated into and forms part of these Terms. Where you have signed a separate written order, subscription form or enterprise agreement with us, that document prevails to the extent of any inconsistency with these Terms.

In these Terms, capitalised terms have the meaning given to them where they first appear, and the following definitions apply:

• "Service" means the ClinicMate platform, including real-time transcription, AI-generated clinical notes, templates, team and session management, related websites, applications, APIs and documentation, and any updates to them.
• "Authorised User" means an individual you permit to access the Service under your subscription, including clinicians and practice staff.
• "Customer Data" means data, audio, transcripts, notes, templates and other content that you or your Authorised Users submit to, generate within, or store in the Service.
• "Output" means clinical notes, transcripts, summaries and other material generated by the Service from Customer Data.
• "De-identified Data" means data derived from Customer Data and usage of the Service that has been processed so that it is no longer about an identifiable individual and individuals cannot reasonably be re-identified from it.
• "Confidential Information" means non-public information disclosed by one party to the other that is marked or would reasonably be understood to be confidential.
• "Privacy Laws" means the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any other applicable privacy or health-records legislation.

ClinicMate is an AI-assisted clinical documentation platform that provides real-time transcription during consultations, AI-generated draft clinical notes, template management, and team and session management. The Service is a drafting and productivity tool intended to assist registered health practitioners. It is not a medical device, does not provide medical advice, and is not a substitute for professional clinical judgement.

The Service uses artificial intelligence. AI-generated Output may be inaccurate, incomplete or misleading, and must be independently reviewed by a qualified clinician before it is relied upon or entered into any clinical record. We may add, change, or remove features of the Service from time to time, provided we do not materially reduce its core functionality during a paid subscription term.

ClinicMate offers individual subscriptions (Solo) and clinic subscriptions (Practice Pack) that include multiple clinician seats managed by a practice administrator. Entitlement is granted per user. Where a Practice Pack administrator adds Authorised Users, the administrator and the Customer remain responsible for those users' compliance with these Terms.

You must provide accurate registration information, keep your account credentials secure, and notify us promptly of any unauthorised access. You are responsible for all activity that occurs under your account and those of your Authorised Users. You must ensure that each Authorised User is a registered health practitioner or authorised member of your practice, as applicable to their role.

You must not, and must ensure your Authorised Users do not:

• use the Service other than for lawful purposes and in accordance with these Terms;
• store or transmit malicious code, or interfere with or disrupt the integrity or performance of the Service;
• attempt to gain unauthorised access to the Service, related systems, or another customer's data;
• copy, modify, reverse engineer, decompile, or create derivative works from any part of the Service, except to the extent this restriction is prohibited by law;
• resell, sublicense, rent, lease, or otherwise make the Service available to any third party except your Authorised Users;
• use the Service, Output, or any data derived from it to build, train, benchmark, or improve a competing product or model; or
• scrape, harvest, or use automated means to extract data from the Service except through functionality we provide.

Eligible new users may receive a free trial, subject to our approval, which we may modify or withdraw at any time. Paid subscriptions are billed in advance on the cycle stated at purchase and renew automatically unless cancelled before the renewal date. You may cancel at any time, with access continuing until the end of the current paid period. Except where required by law (including under the Australian Consumer Law), fees are non-refundable and partial periods are not pro-rated.

Fees are stated exclusive of GST and other applicable taxes, which you must pay in addition. We may change pricing for future terms by giving reasonable notice before your renewal. We may suspend the Service for non-payment after notice and a reasonable opportunity to cure. Overdue amounts may accrue interest at a reasonable rate from the due date.

You are solely responsible for obtaining and maintaining all consents, authorisations and permissions required for you to use the Service in your practice. This includes obtaining any consent required from each patient to record, transcribe and process their consultation, and complying with all Privacy Laws and any applicable State or Territory laws governing the recording of conversations.

You represent and warrant that you have a lawful basis to provide all Customer Data to us and to have it processed as described in these Terms and our Privacy Policy, and that doing so does not breach any law or any obligation you owe to a patient or third party. We rely on these representations. We provide tools and notices to support your consent processes, but responsibility for the lawful collection of Customer Data rests with you.

AI-generated Output is provided as a drafting aid only. The treating clinician is solely responsible for reviewing, editing and approving all clinical documentation before it is used in patient care or entered into any clinical or practice management system. The Service does not replace the professional obligations, clinical expertise, or duty of care of you or your staff.

To the maximum extent permitted by law, we are not liable for any clinical, administrative or regulatory decision made by you or any person relying on Output, including decisions based on inaccurate, incomplete or misleading Output.

As between you and us, you own all rights, title and interest in your Customer Data. We do not claim ownership of your Customer Data, and we will not sell your identifiable Customer Data or use it to serve third-party advertising.

You grant us a worldwide, non-exclusive licence to host, copy, store, transmit, process, analyse, display and otherwise use Customer Data and Output for the purpose of operating, providing, securing, supporting, maintaining, improving and developing the Service and fulfilling our obligations to you. This licence continues for the duration of your use of the Service and for a reasonable period afterwards to allow for backup, export, legal compliance, and orderly wind-down, after which Customer Data is handled in accordance with our Privacy Policy.

We may create De-identified Data and aggregated statistical information from Customer Data and from usage of the Service. Once data has been de-identified so that it is no longer about an identifiable individual, it is no longer personal information under the Privacy Laws.

We own the De-identified Data and aggregated information we create, and may use it for our legitimate business purposes, including to operate, analyse, improve, develop and enhance the Service and our products, technologies and models, to produce aggregated insights and benchmarks, and for research and analytics. We will perform de-identification using reasonable measures so that individuals cannot reasonably be re-identified, and we will not publish De-identified Data in a form, or based on a sample size, that would allow an individual to be re-identified. This section survives termination.

We and our licensors own all intellectual property rights in the Service, including its software, models, design, documentation, and all updates, improvements, modifications and derivative works relating to the Service, whether developed by us or contributed by you. Except for the limited rights expressly granted to you to use the Service, nothing in these Terms transfers any of those rights to you.

If you provide suggestions, ideas or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate that feedback into the Service without restriction or obligation to you.

Each party must keep the other party's Confidential Information confidential and use it only as needed to exercise its rights and perform its obligations under these Terms. Your Customer Data is treated as your Confidential Information, and the Service, including its non-public features and documentation, is our Confidential Information.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information where required by law, giving reasonable prior notice where lawful to do so.

We handle personal information, including health information, in accordance with the Privacy Laws and our Privacy Policy. We maintain a security program with administrative, technical and physical safeguards appropriate to the sensitivity of the data, including encryption in transit and at rest, access controls and audit logging. We engage vetted third-party service providers (sub-processors) who are contractually bound to protect Customer Data and use it only to provide services to us; a current list is available on request.

The Service may interoperate with third-party products, such as practice management systems. Your use of those products is governed by their own terms, and we are not responsible for third-party products or for any loss arising from them. We do not warrant that integrations will remain available.

We aim to provide a reliable Service but do not guarantee that it will be uninterrupted, error-free, or available at all times. We may perform maintenance, and may suspend access where reasonably necessary to protect the Service, its users, or to comply with law. Features identified as beta, trial or experimental are provided on an as-is basis and may be changed or withdrawn at any time.

We warrant that the Service will perform materially in accordance with its documentation during a paid subscription term. To the maximum extent permitted by law, and except as expressly stated in these Terms, the Service and all Output are provided on an as-is and as-available basis, and we exclude all other warranties, including any implied warranty of accuracy, merchantability, fitness for a particular purpose, or non-infringement.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded (Non-excludable Rights). To the extent the Service is not a kind ordinarily acquired for personal, domestic or household use, our liability for breach of a Non-excludable Right is limited, at our option, to re-supplying the Service or paying the cost of re-supply.

To the maximum extent permitted by law and subject to your Non-excludable Rights, neither party is liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, goodwill, or data, arising out of or in connection with these Terms or the Service.

To the maximum extent permitted by law and subject to your Non-excludable Rights, our total aggregate liability arising out of or in connection with these Terms is limited to the total fees paid by you to us in the 12 months immediately before the event giving rise to the liability. This limitation does not apply to your liability under the indemnity in section 18 or to either party's breach of confidentiality.

You indemnify us and our personnel against all liability, loss, damage, costs and expenses (including reasonable legal costs) arising out of or in connection with: (a) your or your Authorised Users' breach of these Terms; (b) your Customer Data, including any claim that it was collected, used or disclosed without a required consent or authorisation; (c) any clinical, administrative or regulatory decision made in reliance on Output; and (d) your breach of any Privacy Law or recording law.

We indemnify you against liability to a third party to the extent it arises from the Service, as provided by us and used in accordance with these Terms, infringing that third party's intellectual property rights. This is your sole and exclusive remedy for any intellectual property infringement claim.

These Terms apply for as long as you use the Service. Either party may terminate for material breach that is not cured within 30 days of written notice (or 5 business days for non-payment). We may suspend access immediately where reasonably necessary to address a security risk, unlawful use, or non-payment.

On termination, your right to access the Service ceases. You may request an export of your Customer Data within 30 days of termination, after which we may delete it in accordance with our Privacy Policy and our legal obligations. Sections that by their nature should survive termination — including sections 9 to 12 and 16 to 20 — survive.

We may update these Terms from time to time. If we make a material change, we will give you reasonable notice (for example, by email or in-product notice) before it takes effect. Your continued use of the Service after the change takes effect constitutes acceptance of the updated Terms. If you do not agree to a material change, you may cancel before it takes effect.

• Assignment: you may not assign these Terms without our consent. We may assign or novate these Terms, including in connection with a sale, merger, or transfer of our business or assets.
• Force majeure: neither party is liable for failure or delay caused by events beyond its reasonable control.
• Entire agreement: these Terms (with the Privacy Policy and any order you have signed) are the entire agreement between us and supersede prior discussions.
• Severability and waiver: if any provision is unenforceable, the rest continues in effect; a failure to enforce a provision is not a waiver of it.
• No agency: nothing in these Terms creates a partnership, agency, or employment relationship between the parties.
• Third parties: a person who is not a party to these Terms has no right to enforce them.

These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them. Where the Australian Consumer Law or other mandatory law applies, that law prevails to the extent of any inconsistency.