GPHERO PTY LTD
Terms & Conditions

TRADING TERMS

Effective date: March 2024

Please read these Trading Terms carefully.
The following Trading Terms supersede all previous terms and conditions issued by Us.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Trading Terms and in any quotation, offer, current catalog, Fees list produced by Us or other agreement with Us, the following definitions apply:

Business Day means any day that is not a Saturday, Sunday, gazetted public holiday or bank holiday in the Relevant Jurisdiction.

Confidential Information means any information in any form concerning Your medical clinic, business and patients, including Personal Information, Health Information, all trade secrets, secret or confidential operations, processes or dealings, passwords, encryption keys, software, computer records, ideas, concepts, know-how, financial, marketing and technical information and all other information about Your business and patients that ought reasonably be considered confidential.

Customer Application Form means an application form signed by You requesting Services.

Customer Information means all materials and information provided by You, or on Your behalf, to Your Worker for the purposes of, or in connection with, Your Worker’s proper performance of administrative tasks for Your medical clinic in accordance with these Trading Terms.

Early Termination Fee means the early termination fee specified in the Customer Application Form.

Fees means, collectively, the Set-up Fee, the Ongoing Service Fee and the Early Termination Fee.

Government Agency means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

GP Hero means GP Hero Pty Ltd ABN 11 657 040 689 and, where applicable, any of the other entities within the GP Hero Group which supplies Services (whether or not that fact is disclosed to You).

GP Hero Group means, collectively, GP Hero, GP Hero Inc and their successors and assigns, together with any additional entities that become subsidiaries of GP Hero from time to time.

GST means the goods and services tax that applies in accordance with A New Tax System (Goods & Services) Act 1999 (Cth).

Health Information has the meaning given to this term in the Health Records Act.

Health Information Laws means the Health Records Act and all other applicable laws as may be in force from time to time (including in other jurisdictions) which regulate the collection, use, disclosure, storage of and granting of access rights to Health Information.

Health Records Act means the Health Records Act 2001 (Vic).

Initial Term means 12 months from the date Your Worker commences working with You.

Ongoing Service Fee means the ongoing service fee specified in the Customer Application Form.

Personal Information has the meaning given to this term in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Laws means the Privacy Act and all other applicable privacy and data protection laws as may be in force from time to time (including in other jurisdictions) which regulate the collection, use, disclosure, storage of and granting of access rights to Personal Information.

Relevant Jurisdiction means the state or territory in which Your medical clinic is located.

Security Incident means any confirmed material breach of security of any of Our physical and information technology security systems which store or process Customer Information or which is used to provide the Services, which could result in unauthorised access to, misuse of or alteration of Customer Information or have a material adverse impact on Our provision of the Services, including any ‘eligible data breach’ (as that term is defined in the Privacy Act).

Services mean the services to be provided by Us in accordance with these Trading Terms, as described in clause 3.

Set-up Fee means the set-up fee specified in the Customer Application Form.

Term means the Initial Term or any renewal of the Initial Term which is current.

Trading Terms means these terms and conditions of trade and includes any amendment or variation.

We and Us means GP Hero and Our means belonging or pertaining to Us.

Worker means a person who is an employee, agent or contractor of GP Hero and whose services are being provided by GP Hero under these Trading Terms.

You means the person, firm, company or entity requesting the Services and Your means belonging or pertaining to You.

1.2 Interpretation

In these Trading Terms, unless the context clearly indicates otherwise:

(a) a reference to a natural person includes their personal representatives, successors and permitted assigns;

(b) a reference to a corporation includes its successors and permitted assigns;

(c) a reference to “dollars” or “$” is a reference to Australian currency;

(d) a requirement to do anything includes a requirement to cause that thing to be done and a requirement not to do anything includes a requirement to prevent that thing being done;

(e) a reference to a time is to that time in the Relevant Jurisdiction; and

(f) if the time for doing anything to be done under these Trading Terms expires on a day other than a Business Day, the time for doing that act will be extended until the next Business Day.

2. APPLICATION OF TRADING TERMS

(a) These Trading Terms apply to every supply of Services by Us to You. Each Customer Application Form accepted by Us will be an individual contract for those Services in accordance with these Trading Terms.

(b) Subject to any special trading terms agreed to between GP Hero and You and recorded in the Customer Application Form or otherwise separately in writing with Us, these Trading Terms (together with any quotation, offer, current catalog, or Fees list produced by Us or other agreement with Us) shall comprise in entirety Our terms and conditions of trade.

(c) In the event of any inconsistency between these Trading Terms and any other document (excluding a written agreement with Us), these Trading Terms shall prevail, and any trading terms nominated by You are expressly excluded. Any warranty, representation or guarantee not included or provided for in these Trading Terms or a written agreement with Us is of no effect.

(d) If any part of these Trading Terms, or the application of these Trading Terms to any person or circumstance, is or becomes invalid or enforceable, the remaining provisions of these Trading Terms are not affected and are valid and enforceable to the fullest extent permitted by law.

(e) We may, from time to time, amend these Trading Terms for reasons including but not limited to regulatory changes, enhancements of services, and to reflect advancements in technology. Should any amendments occur, we commit to directly notifying you of these changes via email to the address you have provided us. Upon notification of any amendments to these Trading Terms, you will have a period of thirty (30) days to review the changes. If you believe that the amendments will cause significant detrimental disruption to your current service, you have the right to terminate this agreement without penalty. To exercise this right, you must provide us with written notice within the thirty-day review period, clearly demonstrating how the amendments would cause such disruption to your service. If your claim is validated, you will be permitted to terminate the agreement without penalty. If you do not terminate the agreement within this thirty-day review period, or if your claim is not validated, it will be deemed that you have accepted the amendments, and any further purchase of Services from us will be subject to the Trading Terms as amended.

3. SERVICES

3.1 Worker selection

(a) GP Hero is dedicated to providing medical clinics requiring assistance with various administrative tasks with professional offsite assistance.

(b) Subject to these Trading Terms, GP Hero will use all reasonable endeavors to provide You with the number of Workers requested in the Customer Application Form. For the avoidance of doubt, if, after Workers are already performing administrative tasks for You, You inform GP Hero that You require additional Workers, You will be required to complete a new Customer Application Form in respect of any additional Workers and accordingly any terms set out in that new Customer Application Form will apply in respect of such additional Workers.

(c) Upon receiving Your Customer Application Form and payment of the non-refundable Set-up Fee, GP Hero will advertise the required position or positions, review candidate applications, identify potential candidates, conduct interviews with potential candidates and complete background checks with such candidates before providing You with Our recommendations for 2 candidates.

(d) For each candidate we recommend to You, We will provide a recording of Our interview with the Candidate and Our reasons for recommending the candidate. If You require a live interview a candidate to assist You in making Your selection, We will seek to arrange that for You.

(e) If neither of the first 2 candidates We recommend to You is suitable for You, We will provide You With 2 further recommendations. If neither of the additional 2 candidates We recommend to You is suitable for You, We will terminate Our provision of the Services at no further cost to You.

(f) Upon informing Us of Your desired candidate and the candidate confirming they agree to accept Position, that person will be deemed to be Your worker for the purposes of these Trading Terms.

3.2 Training and Onboarding

(a) Once Your Worker accepts their position, We will provide 2 weeks of initial training to Your Worker using Our training resources and curriculum which address the basics of performing administrative tasks for a medical clinic. We recommend that You prepare Your own training materials covering the administrative tasks that are specific to your medical clinic so You can provide these to Your Worker immediately upon their commencing working with You, as part of Your onboarding process.

(b) Prior to Your Worker commencing working with You, We will provide You with a 45 minute onboarding session with Our integration specialist who will assist Your medical clinic with the transition to working with a remote worker or team.

(c) Once We notify You that Your Worker has completed their initial training, Your Worker will be Assigned to You and You will be required to commence paying the Ongoing Service Fee.

3.3 Performance monitoring

(a) We will procure that Your Worker will send You a report by email at the end of each week detailing their progress and performance for that week. This report should be reviewed carefully by You to gain a better understanding of whether Your Worker has available capacity to perform more tasks or is already at capacity. We will provide assistance with any concerns You may have through an integration specialist.

(b) If You have concerns regarding the performance of Your Worker, We will review any written Report provided by You detailing such concerns (such report to include any relevant Examples dates of performance issues where possible) and then arrange and mediate a 30 Minute meeting between You and Your Worker. At the end of the meeting,We will reach Agreement with You on the changes which are required in Your Worker’s performance and the training which We will assist with. Following the meeting, We will follow-up with you as to whether the training has been completed and whether Your Worker’s performance has Improved.

(c ) If Your Worker’s failure to improve their performance has resulted in 3 meetings between You and Your Worker which have been mediated by Us under clause 3.3(b) and You are still not satisfied with the Worker’s performance, We will replace the Worker if requested by You.

3.4 Replacement of Workers

(a) Subject to clause 3.4(c), if You request Us to replace Your Worker in any of the following situations, We will do so at no cost to You and the Ongoing Service Fee will not be charged for a maximum period of 1 month while a replacement Worker has been accepted by You:

• (i) Your Worker becomes pregnant and informs You they do not intend to return to work following their pregnancy;
• (ii) Your Worker becomes pregnant but informs You they intend to return to work following their pregnancy, in which case any replacement Worker will only work with You until Your Worker is able to return to work;
• (iii) Your Worker resigns or is terminated by GP Hero;
• (iv) Your Worker is unable to work for a period of more than 10 consecutive Business Days due to illness or caring for another person or becomes permanently unable to work due to illness or caring for another person;
• (v) We are required to replace Your Worker under clause 3.3(c) as a result of their failure to improve their performance; or
• (vi) Your Worker commits any act which would if committed by Us cause Us to be in breach of Our obligations to You in respect of confidentiality (clause 8) and/or privacy and heath information and data protection (clause 9).

(b) If You request GP Hero to replace Your Worker in any situation not listed in clause 3.4(a), You will be required to pay a Set-up Fee but the Ongoing Service Fee will not be charged until a replacement Worker has been accepted by You.

(c) If We have replaced a Worker for You previously under this clause 3.4 and You request Us to replace another Worker, We may (in our absolute discretion) elect to terminate Our provision of the Services to You rather than attempt to replace another Worker for You.

(d) Only GP Hero may inform a Worker they have been or are being replaced. For the avoidance of doubt, You may only inform a Worker that their performance is being referred to GP Hero.

4. OBLIGATIONS AND RELATIONSHIP BETWEEN THE PARTIES

4.1 Our specific obligations

To the extent applicable, GP Hero is solely responsible for:

(a) the payment of remuneration to Workers, including salaries and wages, superannuation, annual leave, personal or carer’s leave, long service leave and other benefits to which they may be entitled under any rule, statute, common law or industrial instrument;

(b) the payment of all taxes and duties in respect of such remuneration;

(c) compliance, and the cost of compliance, with all statutory, award or other legal requirements with respect to employees, agents, servant and contractors; and

(d) the maintenance, and the cost, of obtaining required workers’ compensation policies to provide required coverage for Workers.

4.2 Your specific obligations

(a) You undertake to supervise Your Worker and exercise sufficient control over them to ensure reasonable standards of their performance are maintained and their performance complies with your lawful and reasonable directions. If the Worker’s performance is not satisfactory, You agree to notify Us promptly in writing in accordance with clause 3.3.

(b) You acknowledge that at all times during the period that Your Worker is working with You, they are deemed to be under Your supervision, direction and control. You will be responsible for all of their acts, errors or omissions (wilful, negligent or otherwise) as through the Worker was employed by You. To the extent applicable, You will in all respects comply with all statues and other legal requirements to which You ordinarily be subject to in respect of Your ordinary employees. However, nothing in these Trading Terms will have the effect of deeming the Worker to be Your employee for any purpose whatsoever.

4.3 Relationship between the parties

(a) You engage Us to provide the Services to You as an independent contractor.

(b) Neither GP Hero nor any Worker is Your employee, partner, agent or joint venturer.

(c) GP Hero and You do not have any right or authority to:

• (i) bind each other;
• (ii) assume or create any obligations for, or on behalf of, each other; or
• (iii) make any representations or warranties for, or on behalf of each other;

(d) Upon Your Worker being assigned to You, they will be deemed to be under Your direct supervision for the duration of the Term and You will assume full responsibility for their day-to-day management. This means they will report directly to You or your nominated representative for day-to-day tasks. However, no contractual relationship will exist between You and your Worker.

(e) Any worker injury claims that arise for your Worker during the course of their placement with You will be the obligation of GP Hero.

5. TERM AND TERMINATION

5.1 Renewal

(a) Subject to clauses 5.1(b) and 5.1(c), the Term will be automatically renewed upon its expiry unless You give written notice to Us that You do not wish to renew the Term, such notice to be given not less than 60 days prior to the expiry of the Term.

(e) If You fail to provide the required notice under clause 5.1(a), You will be required to pay the Early Termination Fee at the expiry of the Term.

(f) If the Term is renewed in accordance with clause 5.1(a), You acknowledge that the Fees applicable during the renewed period may be increased in accordance with clause 7.1(c).

5.2 Termination

(a) If You notify Us that You wish to terminate the Term early in any circumstances, You are required to pay the Early Termination Fee within 5 Business Days of giving such notice.

(b) If You breach any of these Trading Terms, other than in respect of the payment of Fees in which case clause 7 applies, and You fail to remedy such breach within 10 Business Days of Us notifying You of such breach in writing or We reasonably believe that You have engaged in activities or behavior that could be deemed as professional misconduct or negligence, We may terminate the Term immediately by further written notice to You and You will be required to pay the Early Termination Fee within 5 Business Days of Us giving such notice. (d) Either We or You can terminate the Term for convenience by giving not less than 30 days’ written notice to the other. Where You are terminating the Term for convenience, You are required to pay the Early Termination Fee within 5 Business Days of giving such notice to Us.

5.3 Non-solicitation

(a) You agree that during the Term and for 2 years after the expiry or termination of the Term, You must not employ, or attempt to employ, directly or indirectly, Your Worker without obtaining Our prior written consent which We may withhold in Our absolute discretion.

(b) If You breach clause 5.3(a), You are required to pay as liquidated damages a fee equivalent to the Early Termination Fee within 5 Business Days of Us giving written notice to You of such breach. You agree that these liquidated damages are an appropriate and reasonable estimate of the costs which We will incur as a result of having to replace Your worker and train their replacement.

6. WORKER ENTITLEMENTS

6.1 Annual leave and public holidays

(a) Workers are entitled to 10 days of paid annual leave for each year worked. The costs of such annual leave are included in the Ongoing Service Fee paid by You but the days on which such annual leave is to be taken by the Worker will need to be allocated and agreed with the Worker in advance and then notified to Us in writing. We can provide assistance with coordinating suitable dates with the Worker if requested by You.

(b) Subject to clause 6.1(a), Workers are required to be available to work on all Business Days, regardless of whether a particular Business Day may be a public holiday in the country in which they reside. Workers are not required to work on public holidays in the Relevant Jurisdiction.

6.2 Personal or carer’s leave

(a) Workers are entitled to 7 days of paid personal or carer’s leave for each year. If We have been informed a Worker is unavailable to work on a particular day due to illness or caring for another person, We will inform You by email as soon as practicable.

(b) Subject to clause 6.2(c), if Your Worker has exceeded the number of paid personal or carer’s leave available to them but remains unable to work due to illness or caring for another person, We will provide You with a $50 credit for each day the Worker is not available to work for You.

(c) Nothing in this clause 6.2 limits Your ability to request that Your Worker be replaced under clause 3.4(a)(iv).

6.3 Overtime

(a) Subject to clause 6.3(b), We will permit Your Worker to work outside of the normal business hours of 8am to 5pm on a Business Day if they have already consented to a written request from You that they do so and You have given written notice to Us at least 3 hours prior to the overtime hours commencing.

(b) Overtime hours are not permitted to be worked between the hours of 11pm and 6am or on public holidays in the Relevant Jurisdiction.

(c) Overtime hours will be billed at the overtime rate specified in the Customer Application Form and charged to You when Your next payment of the Ongoing Service Fee is taken.

6.4 Gifts or bonuses

If You wish to give Your Worker a gift of any kind or pay a bonus to them, You must discuss Your intentions with Us first so that We can coordinate this for You. You must not attempt to give or pay anything to Your Worker directly and You must not discuss Your intentions with Your Worker before first discussing such intentions with Us.

7. FEES

7.1 Payment of Fees

(a) Fees received from You are used to pay the wages of the Worker who performs administrative tasks for Your medical clinic. As such, late payment of Fees will not be tolerated.

(b) All Fees and all amounts payable to Us are exclusive of GST or any other applicable government tax or duty, unless otherwise indicated. You must pay all such taxes and duties in connection with those amounts.

(c) In order to take account of increases in the costs of providing the Services to You, We may change the Fees annually during the Term by giving You not less than 90 days’ written notice of the new Fees which will apply (if any) if the Term is renewed in accordance with clause 5.1(a). If, following such notice by Us, You do not give written notice to Us in accordance with clause 5.1(a) that You do not wish to renew the Term, You will be deemed to have accepted the new Fees which will apply during the renewed period.

(d) All payments of Fees under these Trading Terms must be paid in advance by credit card or by direct transfer. GP Hero will issue purchase notifications automatically and tax receipts (upon request).

(e) You are required to provide the credit card details for one credit card in the Customer Application Form, being a default card which GP Hero will attempt to charge should payment not be received by direct transfer.

(f) If payment is declined on both of the credit cards We have on file for You, You will be notified and You will have 48 hours to make full payment of the required Fees, failing which We will terminate Our provision of the Services and re-assign Your Worker to another medical clinic and You will also be required to pay the Early Termination Fee.

7.2 Set-up Fee

You are required to pay the Set-up Fee upon GP Hero notifying You that it has accepted the Customer Application Form. The Set-up Fee is required for payment of the recruitment costs which GP Hero will incur during the Worker selection process described in clause 3 and is non-refundable if You do not accept any of the candidates recommended by Us during that Worker selection process.

7.3 Ongoing Service Fee

(a) Once You have selected Your Worker, You are required to pay the Ongoing Service Fee monthly in advance for the duration of the Term, subject to these Trading Terms. (h) You acknowledge that for each Worker provided to You by Us, the Ongoing Service Fee: (iv) is Our fee for providing that Worker to You for 8 hours per Business Day, or 40 hours per week;

• (v) covers Our costs of meeting
• (vi) covers Our costs of providing the Worker with access to the working environment and resources required for them to remotely perform administrative tasks for Your medical clinic.

7.4 Early Termination Fee

You acknowledge that the Early Termination Fee enables Us to cover the costs We will incur as a result of paying that Worker’s employment entitlements as a result of You terminating the Term as well as further costs incurred by Us in connection with re-deploying that Worker to another medical practice.

8. CONFIDENTIALITY

(a) We take Our data protection obligations very seriously and acknowledge the need to protect against the disclosure of Confidential Information coming into Our knowledge, possession, or control, or the knowledge, possession or control of Your Worker. Accordingly, We will, and will do all things reasonably necessary to procure that all Workers will:

• (vii) only use Confidential Information in the manner required for Our proper provision of the Services and Your Worker’s proper performance of administrative tasks for Your medical clinic in accordance with these Trading Terms;
• (viii) maintain proper and secure custody of any Confidential Information while in Our possession or control or the possession or control of Your Worker;
• (ix) use all reasonable endeavours to prevent the unauthorised use or disclosure of any Confidential Information by third parties;
• (x) not make any copy or summary of any Confidential Information, except as required to in accordance with clause 8(a)(i); and
• (xi) not directly or indirectly disclose Confidential Information at any time other than in accordance with clause 8(a)(i)

(b) At the termination or expiry of the Term, We will, and will do all things reasonably necessary to procure that all Workers will:

• (xii) deliver to You all Confidential Information which is physically capable of being delivered; and
• (xiii) destroy any Confidential Information still in Our or the Worker’s possession or control by erasing it from any media on which it is stored so that it cannot be recovered or reconstructed.

(c) The provisions of this clause survive the termination or expiry of the Term.

9. PRIVACY, HEATH INFORMATION AND DATA SECURITY

9.1 Privacy

(a) You warrant that in relation to any Personal Information that You give or provide access to in connection with these Trading Terms, You will:

• (xiv) comply with all Privacy Laws;
• (xv) not do anything that would put Us or Your Worker in breach of any Privacy Laws; and
• (xvi) provide, if requested by Us or Your Worker, all reasonable assistance requested for the purposes of enabling Us or Your Worker to comply with any Privacy Laws.

(d) You further represent and warrant that You have obtained all necessary consents and will provide any notices that maybe required under the Privacy Laws in connection with the collection of such Personal Information by You and the performance of Your obligations and the exercise of Your rights in connection with these Trading Terms.

9.2 Health Information

(a) You warrant that in relation to any Health Information that You give or provide access to in connection with these Trading Terms, You will:

• (xvii) comply with all Health Information Laws;
• (xviii) not do anything that would put Us or Your Worker in breach of any Health Information Laws; and
• (xix) provide, if requested by Us or Your Worker, all reasonable assistance requested for the purposes of enabling Us or Your Worker to comply with any Health Information Laws.

(e) You further represent and warrant that You have obtained all necessary consents and will provide any notices that maybe required under the Health Information Laws in connection with the collection of such Health Information by You and the performance of Your obligations and the exercise of Your rights in connection with these Trading Terms.

9.3 Data Protection

(a) We are committed to ensuring that We comply with Our data protection obligations and will, in relation to any Customer Information We receive under or in connection with these Trading Terms:

• (xx) ensure that our physical and information technology security systems only permit authorised and trained personnel to access Customer Information;
• (xxi) implement appropriate technical and organisational measures against the unauthorised or unlawful disclosure or processing of the Customer Information and against accidental loss or destruction of or damage to the Customer Information; and
• (xxii) promptly notify You on becoming aware of any unauthorised access to or unauthorised disclosure of any Customer Information.

(b) In the event of a Security Incident, We will at Our cost:

• (i) immediately notify You in writing;
• (ii) immediately do all things necessary to remedy the Security Incident and mitigate the risk of harm to You and any individuals affected by it and to prevent its re-occurrence; (iii) co-operate with You in investigating and remediating the Security Incident and its circumstances, including by complying with reasonable directions and procedures and providing all information reasonably requested (including all logs and other reports relating to the Security Incident);
• (iv) to the extent permitted by law, not disclose to any third party (including any affected individuals or any Government Agency) the existence of, or any details regarding, the Security Incident without obtaining Your prior written approval; and
• (v) if required by You, notify the applicable Government Agency, impacted individuals and third parties specified by You of the Security Incident, provided that all such notices and recipients must have first been approved by You in writing.

(c) Without limiting the provisions of clause 3.2 with regard to the training We provide to Workers, We will ensure that Workers complete core competency training in respect of data protection and cyber security generally, including HIPAA certification and internal cyber security training. Copies of the certificates earned by Workers in respect of their completed training will be provided to You upon Your Worker commencing working with You.

10. LIMITATION OF LIABILITY

(a) Without limiting clauses 4.2(b) and 4.3(b), You acknowledge that all Workers are deemed to be under Your direct supervision and control for the duration of the Term and that You accept full responsibility for their day-to-day management. Accordingly, subject to clause 11.2, We have no liability to You, nor will You be entitled to claim against Us, in respect of any loss or damage arising from Your Worker’s performance of administrative tasks for You in accordance with these Trading Terms.

(b) The Competition and Consumer Act 2010 (Cth) may imply certain conditions and warranties into these Trading Terms that cannot be excluded or modified. These Trading Terms do not exclude or modify any of those conditions if to do so would contravene that law or make any part of these Trading Terms void.

(c) Subject to clause 10(b) and without limiting the terms of any written warranty given separately by Us, all warranties and conditions that may be implied into these Trading Terms are excluded to the extent permitted by law and Our liability for breach of any implied condition or warranty that cannot be excluded is limited (at Our option) to the re-supply of the Services or reimbursement of the cost of supplying the Services again or refunding to You any payments made in respect of the Services.

(d) Despite any other provision of these Trading Terms, to the extent permitted by law, We have no liability to You nor will You be entitled to claim against Us in respect of:

• (xxiii) any loss or damage caused by delay in supplying the Services; or
• (xxiv) any consequential loss or damage (including, but not limited to, loss of profit, loss of revenue, loss of expected savings and opportunity costs) arising out of or in connection with the supply of the Services or otherwise at law or in equity.

(e) You acknowledge that You have not relied on any representation made by Us which is not expressly stated in these Trading Terms.

(f) Despite any other provision of these Trading Terms and to the extent permitted by law, Our liability to You under for any claim for loss or damage shall not exceed the Fees received from You during the 12 month period preceding the loss or damage and Our liability shall be reduced proportionately to the extent that any act or omission by You caused or contributed to the relevant loss or damage. For the avoidance of doubt, nothing in these Trading Terms excludes or limits Our liability where such liability cannot be limited or excluded at law, including for fraud, personal injury or death.

(g) For the purpose of making any claim under this clause, You must immediately upon becoming aware of circumstances giving rise to a claim, notify Us in writing setting out full details of Your claim.

(h) The provisions of this clause survive the termination or expiry of the Term.

11. WARRANTIES AND INDEMNITIES

11.1 Warranties

We warrant that:

(a) We will provide the Services in accordance with these Trading Terms and with due care, skill and diligence and in a timely and professional manner;

(b) without limiting the provisions of clause 3, all Workers recommended to You have received such training as is required for their proper performance of administrative tasks for Your medical practice in accordance with these Trading Terms;

(c) without limiting the provisions of clause 9, We will maintain such physical and information technology security systems as are necessary to ensure that We comply with our obligations to You under these Trading Terms, particularly our obligations in respect of confidentiality (clause 8) and/or privacy and heath information and data protection (clause 9);

(d) We hold all necessary licences, authorisations, consents or other approvals as are required to provide the Services in accordance with these Trading Terms;

(e) We will comply with all applicable laws and regulations in relation to the provision of the Services in accordance with these Trading Terms; and

(f) Our provision of the Services in accordance with these Trading Terms does not result in a breach of any agreement to which We are a party.

11.2 Indemnities

(a) Subject to clause 11.2(b), We will indemnify You from and against any loss or damage suffered or incurred by You arising directly out of any breach of these Trading Terms by Us when performing the Services or any breach by Your Worker of their performance obligations in respect of the administrative tasks they are required to perform for Your medical practice.

(b) The indemnity given by Us in clause 11.2(a) shall not apply to the extent that the loss or damage suffered by You was caused or contributed to by You or by a Worker complying with any instructions or directions given to them by You (whichever is applicable).

12. INSURANCE

We will at Our cost take out and maintain throughout the Term the following insurance policies (to the extent available and applicable), together with any other insurance policies which We are required by law to take out and maintain:

(a) professional indemnity insurance (for the provision of business management consulting and administrative support services to medical clinics);

(b) cyber insurance, covering:

• (i) cyber incident responses;
• (ii) cyber crime;
• (iii) system damage and business interruption;
• (iv) network security and privacy liability;
• (v) media liability; and
• (vi) technology errors and omissions;

(c) management liability insurance, covering:

• (i) directors and officers liability/company reimbursement;
• (ii) company liability;
• (iii) employment practices liability;
• (iv) statutory liability;
• (v) crime; and
• (vi) social engineering fraud.

13. GENERAL PROVISIONS

(a) We may sub-contract the supply of all or some of the Services.

(b) Any failure by Us to insist on strict compliance with these Trading Terms or any delay by Us in exercising Our rights under these Trading Terms will not constitute a variation or waiver of any provision of these Trading Terms or of any right available to Us.

(c) If part of all of any provision of these Trading Terms or its application to any person or circumstance is held to be illegal or unenforceable, the provision will be interpreted so as to ensure it is not illegal or unenforceable. If any provision or part of it cannot be so interpreted, the provision or relevant part of it will be severed from these Trading Terms and the remaining provisions of these Trading Terms will continue in force.

(d) Where You are comprised of 2 or more persons, an agreement or obligation to be performed or observed by You binds those persons jointly and each of them severally.

(e) Any notice, instrument, process, demand or document required to be served under, or in connection with the enforcement of, these Trading Terms will, to the extent permitted by law, be sufficiently served if delivered or posted by pre-paid post to the postal address of that party as specified in the Customer Application Form, unless We are notified of a change of postal address and such change is acknowledged by Us in writing. If the notice or document is posted, then to the extent permitted by law, service will be deemed to have been effected 3 Business Days after the date on which the document or notice was posted, if posted within Australia (7 Business Days if posted from outside of Australia).

(f) Any entity within the GP Hero Group may assign its rights under these Trading Terms to any other entity within the GP Hero Group.

(g) These Trading Terms are governed by the laws of Victoria, Australia. All parties submit to the non-exclusive jurisdiction of the Courts of Victoria, Australia.