GPanywhere Platform Services Agreement


This Agreement was last revised on 29 NOVEMBER 2019.

This agreement (Agreement) is a legal agreement for the supply of our software-as-a-service platform for connecting Practices looking to engage Professionals located at GPanywhere.com (the Platform) between you and com Pty Ltd (our, we or us).

This agreement may be accepted by:

    • clicking on the "I agree" (or similar) button or checkbox that is presented to you when using the Platform; and / or
    • using  and continuing to use the Platform,

and commences on the date the earlier of the methods of acceptance is exercised.

If you are agreeing to this agreement on behalf of a company, association, or other entity (incorporated or unincorporated), or on behalf of any partnership or as a trustee of any trust, then the entity, partnership or trust will be bound by this agreement and you represent and warrant that you have authority to bind the entity, partnership or trust to this agreement.

We may revise this agreement from time to time. Where any changes materially affect your rights under this agreement, we will attempt to provide reasonable notice. You acknowledge and agree that your continued usage of the Platform constitutes your acceptance of this agreement as amended. If you do not agree to the terms of this agreement as amended, you must immediately cease using the Platform.

1 Definitions 

In this Agreement:

Acceptable Use Policy means our policy or policies in respect of the acceptable use of the Platform from time to time.

Authorised User means a person whom you have authorised to access and use the Platform on your behalf under clause 4.

Availability means the date and location, or range of dates and / or locations, where a Professional is available to work for a Practice.

Conditions of Service for Practices means any of our additional conditions for the use of the Platform by Practices from time to time.

Conditions of Service for Professionals means any of our additional conditions for the use of the Platform by Professionals from time to time.

Credentials means information which a Professional has uploaded to the Platform to verify their professional qualifications and experience as we may require from time to time including, but not limited to, college registration, AHPRA number, serial number, criminal check, curriculum vitae, working with children or vulnerable people checks, or written references, and includes the outcome of our Credentialing, or any extracts or summaries of any of the foregoing.

Credentialing means our process of validating a Professional's Credentials.

Customer Data means any material that you may provide us or that is provided to us on your behalf (including material provided by Authorised Users), or any material which we directly or indirectly collect for you, in connection with this agreement or your use of the Platform (and including, for the absence of doubt, any Credential, Profile, Availability or Vacancy information).

Engagement means any service relationship, whether on a permanent, temporary, ad-hoc, on-call, or other basis, and whether paid or unpaid, between a Professional and Practice from time to time, and Engage has its corresponding meaning.

Intellectual Property Rights means all rights conferred by statute, common law or in equity and subsisting anywhere in the world in relation to copyright, inventions (including patents, innovation patents and utility models), trade marks, designs, confidential information, trade secrets, technical data and know-how, topography rights, and rights in databases; any other right resulting from intellectual activity in the industrial, commercial, scientific, literary or artistic fields which subsist or may hereafter subsist; and any license or other similar right from a third party to use any of the above; but excluding any moral rights and similar personal rights which by law are non-assignable.

Practice means any medical or paramedical practice accessing and using the Platform to Engage a Professional for a Vacancy.

Profile means:

    • in the case of a Practice, a public record about the Practice and its operations and requirements; and 
    • in the case of a Professional, a public record of a Professional's qualifications, experience, references, and job preferences.

Professional means any professional medical or paramedical practitioner or other person accessing and using the Platform to seek Engagement by a Practice.

Service Fees means the fees payable for your, or any Authorised User's, continued access and use of the Platform from time to time.

Third Party Provider means third parties whom we may engage from time to time to perform or provide a service in connection with the Platform including hosting, data warehousing, email, or security services, or to provide a component or service required for a feature of the Platform.

User Terms and Conditions means our terms applicable for the use of the platform by any person (including Professionals, Practices, and Authorised Users) from time to time.

Vacancy means a genuine vacancy of a Practice for a professional medical practitioner or other person, and Vacancies has its corresponding meaning.

2 Scope of Agreement

2.1 We will provide you a non-exclusive right to access and use the Platform in accordance with this agreement.

2.2 You acknowledge that the Platform is an online service which may change from time to time.

2.3 The use of the Platform by you and by any Authorised Users is subject to:

      • this Agreement;
      • our User Terms and Conditions; and
      • Our Acceptable Use Policy,

2.4 We will make reasonable efforts to ensure that the Platform is and continues to be available. If we anticipate that the Platform (or any part thereof) will be unavailable for more than a minor length of time, we will attempt to provide you with reasonable notice. However, in circumstances where immediate action is required to protect the Platform of the integrity of the Platform (including Customer Data), we may be required to make the Platform (or part thereof) unavailable without notice.

2.5 The output, or format of output, provided by the Platform may vary from time to time and may not deliver all outputs or formats that you require. No guarantees, warranties, or representations are made as to the accuracy, completeness or utility of any material available through the Platform at any time. Your use of the material available through the Platform is not a substitute for your own independent commercial decisions regarding matters of relevance to your business and you represent and warrant you have made your own enquiries and satisfied yourself of such matters.

2.6 You acknowledge and agree that:

      • the terms of any Engagement, including, without limitation:
        • any enquiries made of or required by any of the parties to the Engagement or verification of information provided by any of the parties to the Engagement (whether prior to or during the Engagement);
        • any out-of-pocket expenses incurred by any of the parties to the Engagement;

          are solely as between the parties to the engagement;
      • we are not a party to the Engagement; and
      • we do not act as employer, employee, contractor, agent, or representative, of any party to an Engagement, and no such relationship between us and any party to an Engagement arises as a result of this Agreement or a party's use of the Platform in connection with the Engagement.
3 Platform Use and Features

3.1 You represent and warrant at all times that your, and each of your Authorised User's, access and use of the Platform is in your capacity as a genuine Practice or Professional (as applicable) and not for or in connection with any on-supply agreement, professional agency, recruitment business, or any similar business or activity.

3.2 You must complete your Profile and Credentials (if applicable) upon registering for the Platform and / or at such other times as we may require from time to time.

3.3 You must keep your Profile, Credentials, Availability, and Vacancies (as applicable) correct and up-to-date at all times, including making any changes required in response to an Engagement.

3.4 You acknowledge and agree that:

      • your Profile, Credentials, Availability, and Vacancies (as applicable) may be:
        • disclosed to third parties for the purpose of making enquiries as to the validity, correctness, currency, accuracy, or other particulars, of that information (including for the purpose of our Credentialing); and
        • displayed to other persons using the Platform from time to time; and
      • our use, disclosure, and publication of such information under clause 3.4(a) is reasonably necessary in order to provide you and / or other users with the full advantage and benefit of the Platform.

3.5 We reserve the right to modify your Availability or Vacancies (as applicable), which may be based on criteria including inactivity or time since you first provided this information, at any time and at our sole discretion.

3.6 You acknowledge and agree that any rating, review, or other feedback, that you may submit to or publish via the Platform at any time, is true and correct. We reserve the right to modify, delete, or decline to publish, any such information at any time and at our sole discretion without notice to you.

4 Authorised Users

4.1 Each Authorised User must at all relevant times:

      • be a director, officer, employee, contractor, agent of you or of your holding company, subsidiary, or subsidiary of your holding company, or the trustee of any trust which, if it were an incorporated entity, would be so related to you; and
      • in this capacity, reasonably require access to the Platform.

4.2 Each Authorised User must accept, and is bound by, our Terms of Use in their use of the Platform. If any Authorised User does not accept our Terms of Use, they will not be provided access to or the ability to use the Platform.

4.3 You acknowledge and agree that:

      • it is your sole responsibility to ensure that any access rights or privileges to or within the software for any Authorised User are appropriate to that person's role and position within your or any other company or organisation; and
      • you are solely responsible and liable for any act or omission of any Authorised User in respect of the Authorised User's access to or use of the Platform.
5 Payments

5.1 Your, and / or any Authorised User's, continued access to and use of the Platform, may be subject to your payment of Service Fees.

5.2 We will publish the applicable Service Fees on the Platform from time to time. The Service Fees, and / or the basis for calculation of the Service Fees, may vary from time to time. If we change the Service Fees, we will provide you with at least thirty (30) days' notice before the change or such shorter time if we consider a shorter time is reasonably necessary in the circumstances.

5.3 You acknowledge and agree that we may require you to:

      • notify us upon entering into any Engagement or at any other time during or upon conclusion of the Engagement (including any Engagement arising subsequently to an earlier Engagement made as a result of the use of the Platform); and
      • pay a Service Fee at any of the times specified in clause 5.3(a).

5.4 If you fail to:

      • notify us of an Engagement; or
      • pay any Service Fee as and when due (including in respect of any Engagement for which you have failed to notify us), 

        we may, at our sole discretion without notice to you, and without limiting our rights under this Agreement, at law, or in equity:

      • suspend (for a period of time or indefinitely) your access to part or all of the Platform;
      • terminate this Agreement under clause 6; and / or
      • charge you the Service Fee(s) which, but for your failure to notify us, would have been payable.
6 Termination of Service 

6.1 In addition to any other rights that we have under this agreement, at law or otherwise, if (in our opinion):

      • you have breached this agreement (including, for the absence of doubt, failure to make any payment as and when due) or our Acceptable Use Policy; or
      • an Authorised User has breached our Acceptable Use Policy or User Terms and Conditions,

        we may:

      • terminate this Agreement;
      • terminate (in whole or part) access to or use of the Platform by you or by any of your Authorised Users; or
      • suspend (in whole or part) access to or use of the Platform by you or by any of your Authorised Users,

        immediately and withoute notice.

6.2 Any credit, refund or other relief offered to you as a result of our exercise of any right under this clause 1 is at our sole and absolute discretion.

7 Third Party Providers

7.1 We may disclose material (including Customer Data) to Third Party Providers for the purpose of operating the Platform and for you to use the Platform.

7.2 You acknowledge and agree that you will not hold us responsible or liable for any malicious or negligent act or omission of any Third Party Provider.

8 Customer Data

8.1 We may use or disclose Customer Data:

      • for the purpose of providing you with use of the Platform;
      • for the purpose of communicating with you and / or your Authorised Users;
      • if necessary to prevent injury or harm to any person; or
      • if required by law or lawful authority.

8.2 Entities to whom Customer Data may be disclosed include web hosting providers, email service providers, telecommunications service providers, data warehousing and analytics service providers, marketing agencies, professional advisors, and other Third Party Providers.

8.3 We will make all reasonable efforts to keep Customer Data confidential and secure in accordance with this Agreement. However, as a consequence of the inherent nature of cloud services:

      • Customer Data may be communicated over networks that are not owned or operated by us;
      • we are not responsible for any Customer Data that is lost, intercepted, altered or stored across such networks;
      • we are unable to guarantee complete security or confidentiality of Customer Data, or that third parties will never be able to defeat our security measures or those of our Third Party Providers.

8.4 Customer Data may be stored in multiple locations (including locations outside Australia) from time to time at our sole discretion.

8.5 We will delete Customer Data within a reasonable time after you cease using the Platform or otherwise after receipt of notice from you permitting deletion of the Customer Data, unless we:

      • are required to maintain copies of any Customer Data under law or by order of a lawful authority.
      • in our reasonable opinion, consider that retention of any Customer Data is otherwise necessary.

8.6 You represent and warrant that:

      • Customer Data is at all times compliant with our Acceptable Use Policy and all appropriate laws and regulations;
      • you have all necessary rights and permissions to provide Customer Data to us; and
      • any obligations (or breaches of obligations) under any laws or regulations in respect of Customer Data including, without limitation, privacy laws and intellectual property laws.
9 Intellectual Property Rights

9.1 You do not obtain any right, title, or interest in Intellectual Property Rights in respect of the Platform.

9.2 Subject to the terms of this Agreement, you grant us a non-exclusive, transferrable, global, royalty-free license to use, copy, modify, adapt, publish, transmit or broadcast, and sub-license the Customer Data.

10 Disclaimer

To the extent permitted by law, the Platform is provided "as-is" and we expressly disclaim all warranties or guarantees of any kind, whether express, implied, statutory or arising out of the course of performance, course of dealing or usage of trade including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement. You represent and warrant that you have made your own independent enquiries to satisfy yourself in the absence of any such representation, guarantee or warranty prior to entering into this agreement or using the Platform or relying any material therein.

11 Warranty and Liability

11.1 To the extent that any consumer guarantee or warranty under any statute, common law or otherwise, is read into this agreement, our liability for failure to comply with any such guarantee is limited, at our sole discretion, to one or more of:

      • supplying any services again;
      • payment of the cost of having the services supplied again; or
      • such other remedy or remedies as is permitted under the relevant law.

11.2 Subject to clause 11.1, to the extent permitted by law, our liability to you, whether in contract, tort (including negligence), statute, or otherwise, in connection with this agreement (including under an indemnity) is limited to the amount you paid us in the twelve (12) months prior to the act or omission giving rise to the liability.

11.3 You acknowledge and agree that:

      • you will not hold us responsible or liable for any loss or damage, whether in contract, tort (including negligence), statute, or otherwise in connection with this agreement, to the extent that you or any other person contributed to the loss or damage; and
      • you must take reasonable steps to mitigate any actual or anticipated loss or damage;
      • you will not hold us responsible or liable for any loss, damage or expenses to the extent that you could have avoided or reduced the amount of the loss, damage or expense, by taking reasonable steps to mitigate your loss.

11.4 Without limiting the foregoing, you:

      • all Profile, Credential, Availability, and Vacancy information, and any feedback or reviews, published on the Platform, is provided by:
        • the relevant Professional or Practice, or their Authorised Users; or
        • a third party, including any relevant professional or certifying body or organisation,

          and we are not responsible or liable for any inaccuracies in such information; 
    •  
      • our Credentialing process:
        • is for general informational purposes only and does not constitute any endorsement, warranty, or guarantee, as to the validity, correctness, currency, accuracy, or any other particulars of, of the Credentials or the relevant Professional, or the suitability of the Professional for Engagement by any Practice;
        • has not been developed or performed for, and may not satisfy, your personal requirements for verification, validation, or assessment of any Credentials; and

      • represent and warrant, prior to entering into any Engagement and at all material times thereafter, that, in respect of each Engagement, you have made your own independent enquiries (including with the other party to the Engagement) to satisfy yourself in the absence of any representation, guarantee, or warranty from us (including in respect of the outcome of our Credentialing process).

11.5 We are not liable to you for any loss of profit, loss of revenue, loss of contract value, loss of anticipated profit, loss of opportunity, loss of data, or any other indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party, suffered or incurred by the other party whether in contract, tort (including negligence), statute, or otherwise, in connection with this agreement, even if we have been advised of or ought otherwise be aware of the possibility of such loss.

12 Indemnity

You indemnify and keep us, our directors, officers, employees, contractors and agents, from and against any claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, loss, cost, charge, liability, or expense (including legal costs and expenses on an indemnity basis) however arising, whether present, unascertained, immediate, future or contingent, and whether based in contract, tort, statute, or otherwise, as a result of any:

      • deliberate or negligent breach of this agreement, our Acceptable Use Policy, or our Terms of Use;
      • Customer Data being invalid, incorrect, inaccurate, not current, or infringing the rights of another person;
      • use or reliance on any Profile, Credential, Availability, and Vacancy information, or any information derived therefrom;
      • act or omission by you or any other party in respect of an Engagement between you and another person;
      • infringement of the Intellectual Property Rights of a third party; or
      • breach or infringement of any law,

        by you or any Authorised User.
13 Damages Inadequate

You acknowledge and agree that any breach by you of this agreement may constitute an unlawful and unfair business practice, and may cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to our obtaining, in addition to any other remedies we may have in law or equity, any injunctive or equitable relief that we deem necessary or appropriate in such circumstances.

14 Third Party Claims

If any claim is brought against you by a third party alleging that your use of the Platform infringes the claimant's rights or has caused the claimant loss or damage (whether in contract, tort (including negligence), statute, or otherwise, in connection with this agreement):

      • you must promptly notify us and supply full details of the claim;
      • we shall consult with you on an appropriate course of action and shall seek to minimise the effect of the claim on each other's business;
      • we shall have the right, but not the obligation, to take control of the conduct of the defence of the claim including any litigation and settlement negotiations;
      • subject to clause 11, we will pay any damages and costs awarded against you in connection with any claim; and
      • we shall have the right, at our sole option, to:
        • negotiate terms for your continued use of the Platform;
        • modify the Platform to mitigate the claim; and / or
        • terminate this agreement with immediate effect.
15 Data Breach

If:

      • your Customer Data constitutes or contains, in whole or part, personal information; and
      • there is a data breach in respect of your Customer Data which:
        • must by law be reported to affected persons or to any other authority or body; or
        • in our reasonable opinion, ought to be reported to affected persons or to any other authority or body,

in respect of that data breach:

      • you you are solely responsible and liable for reporting to such affected persons or authority or body; and
      • we will provide you with reasonable assistance and information necessary for you to comply with those obligations. 
16 Dispute Resolution

16.1 If you believe you have a reason to raise a dispute with us under this agreement for any reason, you must first provide us with written notice of the dispute including particulars of the dispute. Our authorised representatives will, within seven (7) days, discuss the dispute in good faith and attempt to resolve the dispute.

16.2 If our authorised representatives are unsuccessful in resolving the dispute within thirty (30) days of our receiving notice of the dispute, either of us may refer the dispute for mediation. The mediation will be held in Brisbane, Australia and will be mediated by an agreed mediator, or if no mediator is agreed, by a mediator nominated by the President of the Queensland Law Society or the President's nominee. Each of us must bear our own costs of the mediation and bear equally the mediator's costs, and are entitled to legal representation at the mediation.

16.3 You acknowledge and agree that you may not commence Court proceedings (except for urgent interlocutory relief) against us without first complying with this clause 16.

17 Force Majeure

If we are subject to any extraordinary and unforeseeable event beyond the reasonable expectation of this agreement or control of any party to this agreement including:

      • act of God, earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, drought or meteor;
      • war (declared or undeclared), invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power;
      • act of public enemy, sabotage, malicious damage, terrorism or civil unrest;
      • confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority; and
      • strikes, blockades, lock out or other industrial disputes.

we will give you written notice as soon as reasonably practicable of the nature and effect of the event and will make all reasonable efforts to minimise the effect of the event. You acknowledge and agree that we are not responsible or liable for any omission or delay as a result of the event. 

18 Notices

18.1 For all correspondence to us, please contact us through the contact details provided through the Platform from time to time.

18.2 If we are required to correspond with you, we will contact you via the contact details you provide through the Platform. In instances where we have multiple contact details available for you, we will contact you using the most recent contact details we have on file. You represent and warrant that the contact details that you provide us are and will be kept up-to-date.

19 Miscellaneous

19.1 We may transfer or assign our rights or obligations arising under this agreement. You agree to take all steps necessary to enable us to transfer, assign, charge, sub-contract or otherwise dispose of this agreement.

19.2 Any waiver of any of our rights under this agreement is not effective unless in writing signed by us. Any failure or delay by us in exercising a right under this agreement does not constitute a waiver of our rights. Any waiver by us will only waive our particular rights in the particular circumstances and will not waive any of our other rights, or the same rights in other circumstances.

19.3 If any clause of this agreement is illegal, void or unenforceable in any jurisdiction, that clause may be severed for the purpose of that jurisdiction only and the remainder of this agreement continues in full force and effect in that jurisdiction.

19.4 This agreement constitutes the whole of the agreement between us and sets out all the parties' rights and obligations relating to the subject matter therein, and replaces all earlier representations, statements, agreements and understandings except as stated otherwise in this agreement.. You acknowledge and agree that you have not relied on any statement, representation, assurance or warranty made by any person (including a third party) in entering into this agreement.

19.5 You acknowledge and agree that:

      • where you may have a dispute or claim against us, this agreement shall be interpreted in accordance with Australian law and you submit to the exclusive jurisdiction and venue of Queensland, Australia; and
      • where we may have a dispute or claim against you, due to the variety of events which may occur and which may cause us loss, we may be required to take action in other jurisdictions in order to protect our rights and you submit to whichever jurisdiction we consider appropriate for such dispute or claim.
20 Interpretation

In this agreement, unless the context otherwise requires:

20.1 A reference to an agreement includes any variation or replacement of the agreement.

20.2 A reference to money, dollars, currency, or '$', is a reference to Australian currency.

20.3 Headings are provided for convenience and do not affect the interpretation of the documents making up this agreement.

20.4 The words “include”, “includes” and “including” must be read as if followed by the words “without limitation”.

20.5 The singular includes the plural and the plural includes the singular.

20.6 If a word or phrase is defined its other grammatical forms have corresponding meanings.

20.7 Agreements, representations and warranties made by two or more people will bind them jointly and severally.

20.8 A reference to any legislation includes any consolidation, amendment, re-enactment or replacement of legislation.

20.9 A person includes the person’s executors, administrators and permitted novatees and assignees.

20.10 No rule of construction will apply to a provision of a document to the disadvantage of a party merely because that party drafted the provision or would otherwise benefit from it.