GPanywhere User Terms and Conditions
These Terms and Conditions were last revised on 25 November 2019.
These Terms and Conditions (Conditions) apply to your access to and use of our software-as-a-service platform for connecting Practices looking to engage Professionals located at GPanywhere.com (the Platform) operated by com Pty Ltd (our, we or us).
Subject to your acceptance and compliance with these Conditions, we will provide you with access to the Platform. By using the Platform, you agree to these Conditions.
We reserve the right to change these Conditions at any time. You acknowledge and agree that it is your responsibility to review these Conditions from time to time and that your continued use of the Platform constitutes your acceptance of these Conditions as amended from time to time.
If you are agreeing to these Conditions, or using the Platform, on behalf of a company, association, or other entity (incorporated or unincorporated), or any partnership or as trustee of any trust, then the entity, partnership or trust will also be bound to these Conditions and you represent and warrant that you have authority to bind the entity, partnership or trust to these Conditions.
If you do not accept these Conditions at any time, you must immediately cease to use the Platform.
In these Conditions:
Acceptable Use Policy means our policy or policies in respect of the acceptable use of the Platform from time to time.
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.
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.
Practice means a medical practice accessing and using the Platform to Engage a Professional for a Vacancy.
Professional means a 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 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.
Uploaded Material means any material which you may upload to the Platform 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 Use of the Platform
2.1 Your use of the Platform is subject to these Conditions and our Acceptable Use Policy.
2.2 You represent and warrant at all times that your access and use of the Platform is in your capacity as, or on behalf of, 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.
2.3 Your access to and use of this Platform may be subject to your payment of Service Fees (or, where you access and use the Platform on behalf of a Practice or Professional, by the Practice or Professional, as applicable). If any Service Fees are not paid at any time for any reason, you may be unable to access or use of the Platform.
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.
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 Platform and Uploaded Material may be hosted in multiple locations (including locations outside Australia) from time to time at our sole discretion.
3.1 You represent and warrant that:
- you are an employee or authorised representative of a Practice or Professional; and
- the Practice or Professional (as applicable) for whom you have been retained have authorised you to access the Platform (including utilising their account) on their behalf.
3.2 You must only use the Platform with the account(s) for which you are authorised under clause 3.1. You must not use the Platform with any other account.
3.3 You acknowledge and agree that you are responsible and liable for ensuring the security and confidentiality of all passwords and other security information;
3.4 If you become aware of or suspect that any account has been compromised, you must immediately notify us and (if possible) update the security information for the account.
4 Intellectual Property Rights
4.1 The intellectual property rights to the Platform and the material available therein are owned by or licensed to us.
4.2 Except as expressly provided in these Conditions, you may not copy, reproduce, republish, distribute, or otherwise deal in any way with the Platform or any of the material available on the Platform without our prior written consent.
4.3 You may use and reproduce the material available through the Platform for the sole purpose of making enquiries for or entering into an Engagement, provided that you:
- keep the material confidential;
- do not modify any notices or marks of origin on the material;
- do not publish or distribute the material; and
- do not make any claim of ownership or exclusivity to the material.
4.4 You retain all right, title and interest in any Uploaded Material. You grant us a non-exclusive, transferrable, global, royalty-free license to use, copy, modify, adapt, publish, transmit or broadcast, and sub-license the Uploaded Material for the sole purpose of operating the Platform or otherwise in the course of your dealings with us.
4.5 You represent and warrant that:
- You are the owner of the Uploaded Material or otherwise have authority to license the Uploaded Material to us;
- the Uploaded Material is compliant with our Acceptable Use Policy;
- the Uploaded Material is accurate and correct; and
- Your provision of the Uploaded Material does not violate any laws, regulations, or the rights of any third party.
5 Third Party Providers
5.1 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.
5.2 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.
The Platform may provide links to websites and other online resources operated by third parties. You acknowledge and agree that we do not have any control over, and are not responsible or liable for, the content of any website or other online service operated by any third party.
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 using the Platform or relying on any material therein.
8.1 To the extent that any guarantee or warranty under any statute, common law or otherwise, is read into these Conditions, 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.
8.2 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 these Conditions, 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; and
- 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.
8.3 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 these Conditions, even if we have been advised of the possibility of such loss.
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 these Conditions or our Acceptable Use Policy;
- infringement of the Intellectual Property Rights of a third party; or
- breach or infringement of any other law.
10.1 If you breach, or we suspect that you have breached, any of these Conditions, or our Acceptable Use Policy, we may, in addition to any other rights that we have under either of those documents, at law, or otherwise, suspend (in whole or part) or terminate your use of the Platform without notice.
10.2 You acknowledge and agree that any breach by you of these Conditions or our Acceptable Use Policy 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.
11 Dispute Resolution
11.1 If you believe you have a reason to raise a dispute with us under these Conditions 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.
11.2 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 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.
11.3 You acknowledge and agree that you may not commence Court proceedings (except for urgent interlocutory relief) against us without first complying with this clause 11.
12.5 We may transfer or assign our rights or obligations arising under these Conditions. You agree to take all steps necessary to enable us to transfer, assign, charge, sub-contract or otherwise dispose of these Conditions.
12.4 Any waiver of any of our rights under these Conditions is not effective unless in writing signed by us. Any failure or delay by us in exercising a right under these Conditions 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.
12.3 If any clause of these Conditions is illegal, void or unenforceable in any jurisdiction, that clause may be severed for the purpose of that jurisdiction only and the remainder of these Conditions continues in full force and effect in that jurisdiction.
12.4 These Conditions constitute 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 these Conditions. 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 accepting these Conditions.
12.5 You acknowledge and agree that:
- where you may have a dispute or claim against us, these Conditions 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.