Terms & Conditions

1. Definitions and Interpretation

In these Terms & Conditions (Terms):

2. About These Terms

2.1 These Terms govern your access to and use of the Service.

2.2 By creating an account, clicking "I agree", accepting these Terms, or subscribing to ClinicMate, you agree to be bound by these Terms on behalf of the Clinic. You represent and warrant that you have the legal authority to bind the Clinic to these Terms.

2.3 If you do not agree to these Terms, you must not access or use ClinicMate.

2.4 These Terms incorporate by reference our Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy, these Terms prevail.

3. Service Description

3.1 ClinicMate is a cloud-based medical dictation (voice-to-text) tool designed to assist clinicians in creating clinical notes by speaking after or between consultations.

3.2 ClinicMate does not:

• (a) record or process full patient–clinician consultations;
• (b) automatically integrate with, or write data into, any patient management system (PMS), electronic health record (EHR), or third-party system;
• (c) provide medical advice, diagnosis, clinical decision support, or treatment recommendations;
• (d) store, transmit, or have access to patient management system credentials; or
• (e) access, retrieve, or modify data held in any external clinical system.

3.3 ClinicMate is provided for administrative documentation support only and does not replace clinical judgment, professional obligations, or proper clinical record-keeping.

4. Subscription, Fees, and Term

4.1 Subscription Plans

ClinicMate is offered on a subscription basis. We may offer:

• (a) a Standard Subscription for a single Authorised User; and
• (b) a Team Subscription for multiple Authorised Users under one Clinic account.

The inclusions, seat limits, and pricing for each plan are as set out on our website or in your subscription confirmation. The number of active Authorised Users must not exceed the subscribed seat count at any time.

4.2 Fees and Billing

• (a) Fees are charged in Australian dollars (AUD) and are billed in advance.
• (b) Unless otherwise stated, Fees are exclusive of GST and any other applicable taxes, which will be added where required.
• (c) Fees are payable in accordance with the billing cycle selected at subscription (monthly or annually). If no selection is made, the default billing cycle is annual.
• (d) Payment must be made by a valid payment method accepted by us (e.g., credit card via Stripe). You authorise us to charge your nominated payment method for all Fees when due.
• (e) If a payment fails, we may retry the charge and may suspend access to the Service until payment is received.
• (f) Payments are processed by Stripe. Your bank or credit card statement will show charges from "PrefetchLabs" or "PrefetchLabs Pty Ltd" as the merchant of record.

4.3 Upgrades, Downgrades, and Proration

• (a) Adding Authorised Users (Upgrades): You may add additional Authorised Users at any time. Fees for additional users will be charged pro-rata for the remainder of the current billing period, and access will be granted immediately upon payment.
• (b) Removing Authorised Users or Downgrading: Removal of Authorised Users or reduction in subscription tier takes effect from the start of your next billing period. No refunds or credits are provided for the current billing period.

4.4 Free Trial

• (a) We may offer a free trial period (for example, 14 days) to new Clinics. During the free trial, you may use ClinicMate without charge, subject to these Terms.
• (b) We will send a reminder notice before the trial period ends.
• (c) At the end of the free trial, your subscription will automatically convert to a paid subscription at the plan and billing cycle you selected, unless you cancel before the trial ends.
• (d) If you cancel during the free trial, your access will cease at the end of the trial period and no charges will apply.
• (e) We reserve the right to limit, modify, or discontinue free trial offers at any time without notice.

4.5 Subscription Term and Renewal

• (a) Each paid subscription term runs for the billing cycle selected (monthly or annually), commencing from the date of first payment.
• (b) Subscriptions automatically renew for successive periods of the same duration unless cancelled before the renewal date.
• (c) We will use reasonable efforts to notify you in advance of upcoming renewals for annual subscriptions.

4.6 Cancellation

• (a) You may cancel your subscription at any time via your account settings or by contacting us at support@clinicmate.com.au.
• (b) Cancellation takes effect at the end of the current billing period. Access continues until that date.
• (c) Prepaid Fees are non-refundable, except as required by law.
• (d) For annual subscriptions: if you cancel within the first 30 days of a new annual term and your usage has been minimal, you may request a partial refund at our sole discretion.

4.7 Fee Changes

• (a) We may change Fees by giving you at least 30 days' written notice.
• (b) Fee changes take effect from your next billing or renewal date following the notice period — not during a current prepaid term.
• (c) If you do not agree to a Fee change, you may cancel your subscription before the new Fees take effect.

5. Accounts and Acceptable Use

5.1 Account Responsibilities

You are responsible for:

• (a) ensuring that each Authorised User is appropriately qualified and authorised to access and use the Service;
• (b) maintaining the confidentiality of all login credentials and authentication methods;
• (c) all activity occurring under your Clinic account and each Authorised User account; and
• (d) ensuring that accounts are personal to each Authorised User and are not shared between individuals.

5.2 Prohibited Conduct

You must not (and must ensure Authorised Users do not):

• (a) use ClinicMate in breach of applicable privacy, health records, professional, or other legal obligations;
• (b) attempt to reverse engineer, decompile, disassemble, or otherwise access the source code of ClinicMate;
• (c) process audio or data you are not lawfully permitted to access or disclose;
• (d) use ClinicMate to process data of minors without appropriate guardian consent and legal authority;
• (e) use the Service in any way that could damage, overburden, or impair ClinicMate or interfere with other users;
• (f) resell, sublicence, or provide access to ClinicMate to any third party without our prior written consent;
• (g) use ClinicMate's name, logo, or branding without our prior written consent; or
• (h) use the Service for any purpose other than internal clinical documentation.

6. Clinical Responsibility and Use of Output

6.1 ClinicMate uses automated speech recognition and artificial intelligence technology. Errors may occur. Output has not been reviewed or endorsed by any medical professional, regulatory body, or clinical standards organisation.

6.2 You acknowledge and agree that:

• (a) ClinicMate is a documentation aid only;
• (b) you and each Authorised User are solely responsible for reviewing, editing, and confirming the accuracy of all output before use in any clinical record, correspondence, or other document;
• (c) ClinicMate does not provide medical advice, clinical recommendations, or diagnostic support; and
• (d) any clinical or legal consequences arising from the use of ClinicMate output are solely your responsibility.

6.3 You must not rely on ClinicMate as a substitute for professional clinical judgment or proper clinical record-keeping obligations.

7. Patient Information, Privacy, and Security

7.1 Your Privacy Obligations

You are responsible for ensuring your use of ClinicMate complies with:

• (a) the Privacy Act 1988 (Cth) and Australian Privacy Principles;
• (b) applicable state or territory health records legislation (including, if applicable, the Health Records and Information Privacy Act 2002 (NSW));
• (c) professional guidance from relevant bodies (including RACGP and Ahpra); and
• (d) any internal privacy or data governance policies of the Clinic.

7.2 Patient Notification

ClinicMate captures doctor-initiated voice dictation only and does not record patient–clinician conversations. You are responsible for complying with any applicable notification or transparency obligations under privacy and health records legislation when using voice dictation technology in a clinical setting. We recommend that Clinics inform patients that voice dictation technology may be used to assist with clinical documentation.

7.3 Audio Processing

• (a) Audio is processed in real-time for transcription purposes and is not permanently stored by ClinicMate.
• (b) Limited temporary retention of audio data (not exceeding 48 hours) may occur for the purposes of completing transcription delivery, security monitoring, error resolution, or compliance with legal obligations, after which it is permanently deleted.
• (c) No audio files are created, saved, or made available for download by users.

7.4 Our Data Processing Commitments

• (a) We will process data only as necessary to provide the Service and in accordance with our Privacy Policy.
• (b) All Customer Data is processed and stored within Australia.
• (c) We use reasonable technical and organisational measures to protect data, including encryption in transit and at rest, access controls, and audit logging.
• (d) We engage Sub-processors to assist in providing the Service. A current list of Sub-processors is maintained at clinicmate.com.au/sub-processors. We will notify you of material changes to our Sub-processors.
• (e) We will comply with the Notifiable Data Breaches scheme under Part IIIC of the Privacy Act 1988 (Cth). If we become aware of a data breach that is likely to result in serious harm involving your data, we will notify you without undue delay and in any event within 72 hours.

7.5 Security Incidents

You must notify us promptly at security@clinicmate.com.au of any unauthorised access, suspected misuse of your account, or any security incident involving the Service.

7.6 Privacy Policy

Our Privacy Policy, available at clinicmate.com.au/privacy, sets out how we collect, use, disclose, and manage personal information. The Privacy Policy forms part of these Terms.

8. Intellectual Property

8.1 We (and our licensors) own all Intellectual Property rights in ClinicMate, including the software, algorithms, models, user interface, documentation, and all related materials (ClinicMate IP).

8.2 Subject to your compliance with these Terms and payment of Fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during your Subscription Term for the sole purpose of internal clinical documentation.

8.3 You retain all rights in your Customer Data, subject to these Terms and our Privacy Policy. You grant us a limited, non-exclusive licence to process your Customer Data solely as necessary to provide and improve the Service.

8.4 We may use anonymised, aggregated, and de-identified data derived from your use of the Service for analytics, service improvement, benchmarking, and research purposes. Such data will not identify you, any Authorised User, or any patient.

8.5 No rights are granted to you other than as expressly set out in these Terms.

9. Confidentiality

9.1 Each party agrees to keep confidential any non-public information disclosed by the other party in connection with these Terms (Confidential Information), including pricing, technical specifications, and business information.

9.2 Confidential Information does not include information that:

• (a) is or becomes publicly available through no fault of the receiving party;
• (b) was already known to the receiving party without restriction;
• (c) is received from a third party without breach of any obligation of confidentiality; or
• (d) is independently developed by the receiving party.

9.3 Each party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives reasonable prior notice where permitted.

9.4 This clause survives termination of these Terms.

10. Service Availability and Support

10.1 Service Availability

ClinicMate is provided on an "as available" basis. While we use reasonable efforts to maintain availability and performance, we do not guarantee that the Service will be uninterrupted, error-free, or continuously available.

10.2 Maintenance

We may perform scheduled maintenance, updates, or improvements from time to time. Where practicable, we will provide advance notice of planned downtime. Urgent security patches may be applied without prior notice.

10.3 User Guidance

We provide access to user guides, help documentation, and onboarding materials via our website to assist Authorised Users in using ClinicMate.

10.4 Email Support

Basic email support is included in all subscriptions. Support requests may be submitted to support@clinicmate.com.au. We aim to respond to support requests within one (1) business day. Response times are targets only and are not guaranteed service levels.

10.5 Scope of Support

Support is limited to assistance with the functionality and use of ClinicMate. We do not provide clinical advice, IT support for third-party systems, hardware support, or custom integration services unless separately agreed in writing.

11. Warranties and Disclaimers

11.1 To the maximum extent permitted by law, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory.

11.2 We do not warrant that:

• (a) the Service will be error-free, uninterrupted, or free of harmful components;
• (b) any output will be accurate, complete, or suitable for any particular clinical purpose; or
• (c) the Service will meet your specific requirements.

11.3 You acknowledge that the quality and accuracy of output depends on factors outside our control, including audio quality, ambient noise, accent, terminology, and dictation style.

11.4 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred on you by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable law that cannot be excluded, restricted, or modified by agreement. To the extent that a guarantee under the Australian Consumer Law cannot be excluded, our liability for breach of that guarantee is limited (at our option) to:

• (a) re-supplying the Service; or
• (b) paying the cost of having the Service re-supplied.

12. Liability and Indemnity

12.1 Liability Cap

To the maximum extent permitted by law, our total aggregate liability to you (and all Authorised Users collectively) arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total Fees paid by you in the 12-month period immediately preceding the event giving rise to the claim.

12.2 Exclusion of Consequential Loss

To the maximum extent permitted by law, we are not liable for any:

• (a) indirect, incidental, special, or consequential loss or damage;
• (b) loss of profit, revenue, data, goodwill, or anticipated savings;
• (c) loss arising from clinical outcomes, regulatory action, or patient claims related to documentation created using the Service; or
• (d) loss arising from any interruption, suspension, or termination of the Service.

12.3 Your Indemnity

You indemnify us and our officers, employees, and contractors against all losses, liabilities, claims, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with:

• (a) your breach of these Terms;
• (b) any Authorised User's breach of these Terms;
• (c) your failure to comply with applicable notification, privacy, or health records legislation;
• (d) reliance on ClinicMate output without appropriate clinical review; or
• (e) any third-party claim arising from your use of the Service.

12.4 Our Indemnity

We indemnify you against direct losses arising from our wilful breach of these Terms or our grossly negligent handling of your Customer Data, subject to the liability cap in clause 12.1.

12.5 Non-excludable Liability

Nothing in these Terms limits liability for:

• (a) fraud or wilful misconduct;
• (b) death or personal injury caused by negligence; or
• (c) any liability that cannot be limited or excluded by law.

12.6 Mitigation

Each party must take reasonable steps to mitigate any loss for which the other party may be liable under these Terms.

13. Suspension and Termination

13.1 Suspension by Us

We may suspend your access to the Service immediately if:

• (a) Fees are overdue by more than 7 days;
• (b) we reasonably believe that your use of the Service breaches these Terms;
• (c) your use creates a security, legal, or operational risk to us or other users; or
• (d) required by law, regulation, or a government authority.

We will use reasonable efforts to notify you prior to or promptly after suspension.

13.2 Termination by Us

We may terminate your subscription:

• (a) immediately, if Fees remain unpaid for more than 30 days after notice of non-payment;
• (b) if you commit a material breach of these Terms and fail to remedy the breach within 14 days of written notice;
• (c) immediately, if you become insolvent, enter administration, or are subject to winding-up proceedings; or
• (d) immediately, if required by law or if continuing the Service would expose us to material legal liability.

13.3 Termination by You

You may terminate your subscription:

• (a) at any time by cancelling via your account settings (subject to clause 4.6);
• (b) if we commit a material breach of these Terms and fail to remedy the breach within 30 days of written notice from you; or
• (c) if the Service is unavailable for a continuous period of more than 14 days (other than for scheduled maintenance).

13.4 Effect of Termination

On termination or expiry of your subscription:

• (a) all licences granted under these Terms immediately cease;
• (b) you must cease using the Service and ensure all Authorised Users do the same;
• (c) you will have 30 days from the termination date to export your Customer Data via the Service or by request to support@clinicmate.com.au;
• (d) after the 30-day export period, we will delete your Customer Data within 90 days, except where retention is required by law or for legitimate compliance purposes; and
• (e) any Fees owing at the date of termination remain payable.

13.5 Survival

Clauses 1, 6, 7, 8, 9, 11, 12, 13.4, 13.5, 14, 15, and 16 survive termination or expiry of these Terms.

14. Changes to These Terms

14.1 We may update these Terms from time to time to reflect changes in law, the Service, or our business practices.

14.2 Material changes will be notified via email to the Clinic's registered contact and/or via in-app notice, with at least 30 days' notice before the changes take effect.

14.3 If you do not agree to the updated Terms, you may cancel your subscription before the effective date in accordance with clause 4.6. If you terminate under this clause due to a material adverse change, we will provide a pro-rata refund of any prepaid Fees for the unused portion of your Subscription Term.

14.4 Continued use of the Service after the effective date of updated Terms constitutes acceptance.

15. Dispute Resolution

15.1 If a dispute arises in connection with these Terms, the parties agree to follow this process before commencing legal proceedings:

• (a) Informal resolution: The parties will attempt to resolve the dispute by good faith negotiation within 14 days of written notice of the dispute.
• (b) Mediation: If the dispute is not resolved informally, the parties will refer the dispute to mediation administered by the Resolution Institute (or another mediator agreed by the parties). The costs of mediation will be shared equally.
• (c) Litigation: If the dispute is not resolved within 30 days of the mediation commencing (or if a party refuses to participate in mediation), either party may commence legal proceedings.

15.2 Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief.

16. General

16.1 Governing Law and Jurisdiction

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

16.2 Force Majeure

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) where the delay or failure results from circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, power or internet failures, or failures of third-party infrastructure providers. If a force majeure event continues for more than 60 days, either party may terminate these Terms by written notice.

16.3 Assignment

• (a) You may not assign, transfer, or novate these Terms or any rights under them without our prior written consent.
• (b) We may assign these Terms to any successor entity (whether by merger, acquisition, or reorganisation) or to an affiliate, provided the assignee agrees to be bound by these Terms.

16.4 Notices

All formal notices under these Terms must be in writing and sent by email:

• To us: legal@clinicmate.com.au
• To you: The email address registered on your Clinic account.

Notices are deemed received when the email is sent, provided no delivery failure notification is received.

16.5 Entire Agreement

These Terms (together with the Privacy Policy and any subscription confirmation) constitute the entire agreement between the parties regarding the Service, and supersede all prior representations, understandings, and agreements.

16.6 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

16.7 No Waiver

A failure or delay by either party in exercising any right under these Terms does not constitute a waiver of that right.

16.8 Relationship

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

Contact

For questions about these Terms:

• Email: legal@clinicmate.com.au
• Support: support@clinicmate.com.au
• Security incidents: security@clinicmate.com.au
• Address: Sydney, NSW 2000, Australia

ClinicMate Terms & Conditions — Version 1.0