Terms of Service

MEDLO – PLATFORM TERMS AND CONDITIONS

Welcome to Medlo! We provide a cloud-based, software as a service platform called 'Medlo' where Australian providers of care within the health sector (Providers) can connect with doctors registered in accordance with the Medical Board of Australia's requirements (Doctors) for the purposes of filling job vacancies, including permanent roles and hospital locum shifts (Platform). In addition to these Terms, if you are a Provider we may enter into a Locum Agency Agreement with you, and if you are a Doctor, we may enter into a Contractor Agreement with you for Locum Opportunities only. The Platform is operated by Medlo Pty Ltd (ACN 667 986 361) (we, our or us). These Platform Terms and Conditions (Terms) apply to your use of, and access to, the Platform. In these Terms, you means the person or entity registered with us as an account holder.

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

our privacy policy (on our website) which sets out how we will handle your personal information;
clause 1(c) (Variations) which sets out how we may amend these Terms;
clause 7 (Fees) which sets out important information about payments and recurring services, including whether you can cancel the Services and whether any of the Services auto-renew;
clause 10(b), which sets out how you can use our AI Tool. The AI Tool is a general informational and educational resource only and is in no way intended to be medical advice, treatment or diagnoses;
clause 10(j) and 12 (Liability) which sets out exclusions and limitations to our liability under these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link in the Services, or for featuring certain goods or services on the Services.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Acceptance and Term

(a) By clicking "I accept" (or similar button or checkbox) or by using the Platform you accept these Terms.

(b) These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

(c) We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Platform. Where we amend the Terms pursuant to this clause 1(c), if you have paid upfront for recurring access to any of the Paid Services (excluding one-time purchases) and you would like to cancel them, please contact us in writing within 30 days of receiving notice to cancel that recurring access and we will issue you a pro-rata refund for such Paid Services.

2. The Platform

(a) The Platform facilitates the connection between Doctors and Providers in relation to permanent jobs and locum opportunities in Australia (together, Placements), and allows users to access our AI Tool (as outlined in clause 10 below). The Platform enables Providers to list available Placements. Using the Platform, Doctors can apply for permanent job Placements or fulfil Locum Opportunities. Providers can acquire Doctor labour hire and recruitment services via the Platform in relation to Locum Opportunities in accordance with clause 9.

(b) We provide recruitment services and the Platform to users (including hosting and maintaining the Platform, facilitating the user functionality and availability on the Platform) (Medlo Services). We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.

(c) Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, you and your Authorised Users must place a request via the Platform. We will endeavour to respond to any support requests in a reasonable period.

(d) You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, cloud storage providers, CRM systems, and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.

(e) You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.

(f) To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.

3. Platform Licence

(a) During the Term, we grant you and your Authorised Users a right to use our Platform in accordance with these Terms. This right cannot be passed on or transferred to any other person.

(b) When you purchase our Paid Services, your access rights will vary based on the type of service as set out on the Platform. For one-time purchases, we grant you and your Authorised Users the right to access the purchased Paid Services until the earlier of the specified duration of access as set out on the Platform, the termination of these Terms or your cancellation of the specific Paid Service. For recurring services, we grant you and your Authorised Users a right to access the relevant Paid Services only for the duration that you continue to pay for the Paid Services, subject to these Terms. These rights cannot be passed on or transferred to any other person.

you are solely responsible for all of the content of all information in any Placement listing (if you are a Provider), or application (if you are a Doctor) (Content) that you make available on or through our Platform and have all rights, licences, consents and releases that are necessary to grant to us the rights in such Content as contemplated by these Terms;
any Content you upload to the Platform, including any Placement listing or any application or supporting documents uploaded as part of an application are correct, accurate and not misleading or deceptive; and
to the maximum extent permitted by law and subject to the Locum Agency Terms or Contractor Agreement if applicable, we are not responsible for verifying the accuracy of correctness of the Content.

(d) You must not (and you must ensure that your Authorised Users do not):

access or use the Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
interfere with or interrupt the supply of the Platform, or any other person's access to or use of the Platform;
introduce any viruses or other malicious software code into the Platform;
use any unauthorised or modified version of the Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Platform;
attempt to access any data or log into any server or account that you are not expressly authorised to access;
use the Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
access or use the Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

4. Accounts

(a) You must register on the Platform and create an account (Account) to access the Platform's features. If you are a Provider, each of your Authorised Users will require a login that is linked to your Account in order to access the Platform.

(b) You must provide basic information when registering for an Account including your hospital or practice name (as applicable), contact name and email address and you must choose a password.

(c) Once you create an Account, your Account information will be used by us to create a User Profile. You may then further curate some aspects of your User Profile. You agree to regularly update your Account and User Profile to keep it accurate, current and complete.

(d) All personal information you and your Authorised Users provide to us will be treated in accordance with our Privacy Policy.

(e) You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others with the exception of your Authorised Users. Each Authorised User is responsible for keeping their login details confidential.

(f) You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including Engagements made or accepted using your Account details, and any activity from one of your Authorised Users. You agree to immediately notify us of any unauthorised use of your Account.

(g) If you close your Account, you and your Authorised Users will lose access to the Platform and Paid Services.

5. Permanent Job Board Services – Applicable to Provider Users Only

(a) Once you have created your Account, you may choose a Paid Service to access our permanent job board services (this does not include access to locum opportunities board). Paid Services may include one-time purchases or recurring services.

(b) The Paid Services we offer will be set out on our Platform, including details of each services features and limitations, Paid Services Fees and Paid Services Term.

(c) You may upgrade or downgrade any Paid Services at any time through your Account. Changes to your Paid Services will take effect at the beginning of the next Billing Cycle.

(d) Cancellation: All Paid Services continue for the agreed Paid Services term (that you selected when purchasing the Paid Services) (Paid Service Term). At the end of each Paid Services Term, provided you have paid all fees owing, your Paid Services will be automatically renewed for recurring weekly periods (each of which will be considered a Paid Services Term). If you wish to cancel your Paid Services, you may do so through your Account. Your cancellation will take effect at the end of your current Paid Services Term, and the Paid Services will not be renewed (meaning you will need to continue paying all fees up until your current Paid Services Term ends).

6. Provider Responsibilities – Applicable to Provider Users Only

(a) By posting an available Placement, you confirm that you are legally entitled to and capable of supplying the Placement described in the Placement listing.

(b) You grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable and transferable licence to use, view, distribute, communicate, copy, store, modify and exploit the Content for the purpose of us providing you the Paid Services, Medlo Services and Doctors access to the Platform, including sharing the Content on social media or other platforms for advertising purposes, if included in the Paid Services.

(c) You represent and warrant that neither the Content nor the use, by us or Doctors, of the Content as contemplated by these Terms or the Platform will infringe, misappropriate or violate a third party's intellectual property rights or other rights, or result in any violation of any applicable law or regulation.

(d) You are solely responsible for selecting the Doctor to fulfill any vacant Placement and for determining whether the Doctor is suitable for your needs in respect of a Placement or otherwise. We are not responsible for, and exclude all liability for, any liability arising from or in connection with your selection of a particular Doctor via the Platform and the Doctor's application, including information provided by the Doctor, the Provider's assessment of the suitability of the candidate for the specific Placement, the fitness for purpose of a particular Doctor for a Placement listed on the Platform, any employment or superannuation obligations, or other contract arrangements between the Doctor and the Provider in relation to a Placement.

(e) You acknowledge and agree that once you select a Doctor in relation to a Placement that is not a Locum Opportunity, you are responsible for entering into the necessary contractual arrangements or employment agreements with the Doctor and we have no further responsibility or liability in relation to the engagement between the Provider and Doctor, beyond providing the Paid Services. For the avoidance of doubt, this clause 6(e) does not apply to Locum Opportunities.

7. Fees – Providers only

(a) You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Platform (as applicable).

(b) During the Paid Services Term, you will be billed for the Paid Services Fees on a recurring basis, as set out on our Platform (Billing Cycle). All other services, including Paid Services that are not recurring services, must be paid for at the time you order the relevant service.

(c) Advertising Spend: If your chosen Paid Services includes advertising spend, this will be set out on the Platform. Advertising spend may be used to promote any permanent roles you are advertising on the Platform. Advertising spend is valid for a maximum 6 months from the date of issue and any unused advertising spend is forfeited after this time and to the maximum extent permitted by law is non-refundable.

(d) Placement Fee: In addition to the Paid Services fees, when a Doctor is placed in a permanent role advertised using the Paid Services, we may charge you a placement fee as set out on the Platform in accordance with these Terms. You must notify us within 7 days' of entering an employment agreement, or equivalent contract with a successful candidate for the relevant role(s). You will be billed this fee following receipt of the notice.

(e) Our payment methods will be set out at the time you purchase the relevant paid services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this the case, these will be set out at the time you make payment).

(f) You must not pay, or attempt to pay, any fees due under these Terms by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

(g) If any fees due under these Terms are not paid on time, we may:

suspend your access to the relevant services for which the fees are payable; and
charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia's cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

(h) You are responsible for paying any levies or taxes associated with your use of the Platform, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

8. Authorised Users

(a) If set out in your Account, you may be permitted to invite a number of users to the Platform who will be permitted to access and use the Platform under your Account (each an Authorised User). We agree to provide you with the number of Authorised Users as set out in your Account.

(b) Each Authorised User will have permission to access certain features of the Platform and your Account, as detailed in your Account and you may adjust these permission settings in your Account.

(c) You will ensure that each Authorised User complies with these Terms and any terms and conditions published on our Platform, as amended from time to time.

9. Locum Opportunities

(a) If a Provider wishes to fill an available locum opportunity (Locum Opportunity), the Account holder (or its Authorised Users) may post an accurate and complete description of the Locum Opportunity (including the type of doctor required, any minimum requirements, shift details, location and fees) on the Platform (Listing). Alternatively, we may post a Listing on your behalf subject to us first agreeing, in writing, to do so, and you sharing an accurate and complete description of the Locum Opportunity with us.

(b) Doctors who use the Platform can browse Listings and can submit an expression of interest for the relevant Locum Opportunity by clicking "apply" (or similar) on the Platform (Application).

(c) Once a Doctor submits an Application, their details will be shared with the Provider via the Platform, including the Doctor's position and seniority, specialty (if any), and any other details the Doctor has submitted to us via the Platform.

(d) A Provider may, in its sole discretion, choose from any Doctor who has submitted an Application.

(e) If a Provider accepts an Application via the Platform, the Locum Opportunity will be identified as an Engagement and an Engagement Agreement will form between us and the Doctor based on the Listing pursuant to which the Doctor will be engaged by us to fill the Locum Opportunity for the Hospital.

(f) Upon an Engagement being formed and prior to the Doctor performing the services set out in the Listing under an Engagement, the Provider must provide to the Doctor via the Platform any documents relevant to the Engagement (including hospital policies and procedures) (Background Documents).

(g) We have no control over the conduct of Doctors, Providers or any other users of the Platform.

(h) We accept no Liability for any aspect of the interaction between Providers and Doctors, including but not limited to the description of professional services offered via the Platform and the performance and delivery of professional services.

10. AI Tool

(a) As part of the Medlo Services, we may allow you to access our artificial intelligence medical information tool that provides access to medical literature, protocols, and guidelines (AI Tool).

(b) Disclaimer: The AI Tool is a general informational and educational resource only and is in no way intended to be medical advice, treatment or diagnoses. You acknowledge and agree that nothing on the Platform or the AI Tool may be taken to be medical advice, treatment or a diagnosis by us or our representatives, nor are they intended to be a substitute for consulting a medical practitioner for your or any third party's particular circumstances and needs. We do not accept any liability for any injury, loss, or damage incurred by the use or reliance on the information provided through the AI Tool. All information provided by the AI Tool should be independently verified by a qualified medical professional, and a qualified medical professional should always be involved in clinical decision-making. You remain solely responsible for all medical decisions and patient care.

(c) No Guarantee of Accuracy: You acknowledge that the AI Tool relies on third-party artificial intelligence models and services, and we have no control over the accuracy or reliability of the underlying AI technology. The AI Tool uses artificial intelligence technology which may generate:

incomplete information;
inaccurate information; or
information that appears plausible but is incorrect.

(d) Prohibited Use of Personal Information: You must not input any Personal Information into the AI Tool, including but not limited to:

patient names, addresses, or contact details;
medical record numbers or other patient identifiers;
specific patient case details that could identify an individual; or
any information that would be considered sensitive information under the Privacy Act 1988 (Cth).

(e) If you input any Personal Information into the AI Tool despite the prohibition in clause 10(e):

you do so entirely at your own risk;
you will be solely responsible for any breach of privacy laws or obligations; and
we may immediately suspend or terminate your access to the AI Tool.

(f) AI Usage Data: When you use the AI Tool, we may collect and store your search queries and prompts, the AI Tool's responses and outputs, your search history and usage patterns and interactions with the AI Tool (collectively, AI Usage Data).

(g) We may use AI Usage Data (excluding any Personal Information you may have improperly included) to:

provide and improve the AI Tool and Platform;
optimise the AI Tool's performance;
develop new features and services;
perform analytics and generate insights about Platform usage; and
for other commercial purposes as set out in our Privacy Policy.

(h) You may opt out of having your AI Usage Data used for the purposes described in clause 10(g) by contacting us at info@medlo.com.au. If you opt out, this may affect the functionality or performance of the AI Tool.

(i) Intellectual Property in AI Tool Outputs: You acknowledge and agree that:

we own all intellectual property rights in the AI Tool itself, including any algorithms, models, and underlying technology, and any outputs generated by the AI Tool in response to your queries (AI Outputs);
the AI Outputs are licensed to you for your internal business use only; and
you must not redistribute, republish, or commercially exploit any outputs from the AI Tool without our prior written consent.

(j) Limitations of Liability: To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any liability caused or contributed to by, arising from or connected with any:

any reliance you place on information generated by the AI Tool;
any medical decisions made based on information from the AI Tool;
any harm, injury, or adverse outcomes arising from use of the AI Tool;
any inaccuracies, errors, or omissions in information provided by the AI Tool;
any patient harm or medical negligence claims arising from your use of the AI Tool; or
any breach of privacy or confidentiality obligations arising from your input of Personal Information into the AI Tool.

This clause 10(j) will survive the termination or expiry of these Terms.

11. Intellectual Property rights

(a) You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.

(b) We authorise you to use Our Intellectual Property solely for your internal business use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to Authorised Users on devices that are controlled or approved by you.

copy, in whole or in part, any of Our Intellectual Property;
reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

(d) We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

(e) We do not own any of Your Data, but when you enter or upload any of Your Data into the Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Platform (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

supply the Platform or Paid Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use the Platform), and otherwise perform our obligations under these Terms;
diagnose problems with the Platform;
improve, develop and protect the Platform;
send you information we think may be of interest to you based on your marketing preferences;
perform analytics for the purpose of remedying bugs or issues with the Platform; or
perform our obligations under these Terms (as reasonably required).

(f) You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

(g) You are responsible for (meaning we are not liable for):

the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
backing up Your Data.

(h) When you use the Platform, we may create anonymised statistical data from Your Data and usage of the Platform (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Platform, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

(i) If you do not provide Your Data to us, it may impact your ability to receive or use the Platform.

(j) For the purposes of this clause, Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when using the Platform or stored by or generated by your use of the Platform, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Platform. Your Data does not include any data or information that is generated as a result of your usage of the Platform that is a back-end or internal output or an output otherwise generally not available to users of the Platform.

(k) This clause will survive the termination or expiry of these Terms.

12. Liability

(a) Despite anything to the contrary, and to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any liability caused or contributed to by or arising in connection with:

you or your personnel's acts or omissions, including but not limited to any information provided to us to enable us to provide the Platform and our services;
any use or application of the Platform by an individual or entity other than you, other than as permitted under these Terms;
any aspect of an interaction between a Provider and a Doctor, including the services offered by the Doctor, the description of the services requested or offered, any advice provided, the selection choice of a Doctor for the performance of a Placement and/or the performance of the services by the Doctor;
any work or services which do not form part of our services (as expressed in these Terms or set out on our Platform) or which have not been provided by us;
our Platform being unavailable or any delay in us providing the services or the Platform to you, for whatever reason; and
any third parties or any services provided by third parties which the provision of the Platform may be contingent on, or impacted by.

(b) To the maximum extent permitted by law, you indemnify us from and against any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with your breach of any applicable laws (including privacy laws), and third party rights (including privacy or intellectual property rights).

neither party will be liable for any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
each party's liability for any liability under these Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party or any of that party's personnel (including a party's Authorised Users), including any failure by that party to mitigate it's losses;
our aggregate liability for any liability arising from or in connection with these Terms will be limited to the fees paid by you in the 12 months immediately preceding the event giving rise to the liability, or if you have not paid any fees in connection with these Terms, $1,000.
This clause will survive the termination or expiry of these Terms.

13. Conduct we don't accept

You must not do or attempt to do anything that is unlawful, which is prohibited by applicable law, which we would consider inappropriate or which might bring us or the Platform into disrepute. This includes:

(a) anything that would constitute a breach of an individual's privacy (including uploading private or Personal Information without an individual's consent) or any other legal rights;

(b) using the Platform to defame, harass, threaten, menace or offend any person;

(d) interfering with any user of the Platform;

(e) tampering with or modifying the Platform, knowingly transmitting viruses or other disabling features, or damaging or interfering with the Platform, including using trojan horses, viruses or piracy or programming routines that may damage or interfere with the Platform;

(f) using the Platform to send unsolicited electronic messages;

(g) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or

(h) facilitating or assisting a third party to do any of the above acts.

14. Australian Consumer Law

(a) Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).

(b) If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.

(c) Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

(d) This clause will survive the termination or expiry of these Terms.

15. Suspension and Termination

Suspension

(a) We may suspend your access to the Platform where we reasonably believe there has been any unauthorised access to or use of the Platform (such as the unauthorised sharing of login details for the Platform). If we suspend your access to the Platform, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Platform will end.

Termination

(b) We may terminate these Terms (meaning you will lose access to the Platform, and any recurring Paid Services will be cancelled if applicable) if:

you fail to pay your fees when they are due;
you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
you or your Authorised Users breach these Terms and that breach cannot be remedied; or
we decide to discontinue the Paid Services or the Platform, in which case we will provide you with at least 90 days' written notice and if you have paid upfront for ongoing access to any of the Paid Services (excluding one-time purchases) we will issue you a pro-rata refund for such Paid Services;
you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors' schemes of arrangement); or
if applicable, the Locum Agency Terms and Conditions or Contractor Agreement between us are terminated for any reason.

(e) You may terminate these Terms if:

we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
we breach these Terms and that breach cannot be remedied, and if you have paid fees for recurring Paid Services upfront, you will be issued a pro-rata refund of any unused part of those fees based on the portion of the then-current Paid Services Term remaining.

(f) You may also terminate these Terms at any time by notifying us through your Account or to our email for notices, and if you have purchased any recurring services, termination will take effect at the end of your current Paid Services Term.

(g) Termination of these Terms will not affect any other rights or liabilities that we or you may have.

(h) This clause will survive the termination or expiry of these Terms.

16. Governing Law

These Terms are governed by the laws of Victoria. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

17. Amendments

If we change these Terms, we will provide you with notice when you log on to the Platform. If the changes adversely affect your enjoyment of the Platform, you may cancel your Account with effect from the date we apply the changes to your Account by providing written notice to us including via in-Account notification.

18. Order of Precedence

This clause will apply if the Parties have entered into either of the following agreements:

Locum Agency Terms and Conditions; or
Contractor Agreement.

If you are a Provider utilising our Platform, the Locum Agency Terms and Conditions executed between you and us prevails to the extent of any inconsistency between the Locum Agency Terms and Conditions and these Terms. If you are a Doctor , the Contractor Agreement executed between you and us prevails to the extent of any inconsistency between the Doctor Agreement and these Terms.

19. General

(i) Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

(j) Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the Dispute is not resolved at that initial meeting:

where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Melbourne, Victoria, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

(k) Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

(l) Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

(m) Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

(n) Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

(o) Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

(p) Professional Services Disclaimer: The Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

(q) Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

20. Definitions

Account means an account accessible to the individual or entity who signed up to the Services, under which Authorised Users may be granted with access.

Authorised User means a user that you have invited to use the Services through your Account.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of the Services (including the Services) will not constitute "Consequential Loss".

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving the Services or stored by or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services, or the AI Outputs.

For any questions and notices, please contact us at:

Medlo Pty Ltd (ACN 667 986 361)

Email: info@medlo.com.au