Master Terms of Use

Last updated: May 2026

Introduction and definitions

About these Terms

These Master Terms of Use (Terms) govern your access to and use of the Platform, the Referral Service, and any related products, services, software, applications and websites that we make available from time to time (together, the Services).

The Services are provided to you by Refr Pty Ltd (ACN 677 383 407) (Refr, we, us or our).

By accessing or using the Services, you agree to these Terms. If you do not accept these Terms, you must not access or use the Services.

These Terms apply differently depending on whether you access or use the Services as a Clinician, Enterprise Customer, Authorised User or Patient. Where a clause applies only to a particular type of user, this is stated in that clause. A reference to you or your means the relevant person or entity according to the context.

If you have any questions about these Master Terms of Use, you can contact us at contact@refr.com.au.

Definitions

In these Terms:

• Account means an account registered on the Platform through which a Clinician accesses the Services, or through which an Enterprise Customer authorises its Authorised Users to access the Services.
• AI Feature means any artificial intelligence, machine learning or automated decision-support functionality that we make available as part of the Services, including functionality that assists with the categorisation, routing, prioritisation, extraction, summarisation or drafting of Referral Requests or related information.
• AI Output has the meaning given in clause 4.4.
• Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time.
• Authorised User means a person, including a Clinician or administrator, whom an Enterprise Customer authorises to access and use the Services through its Account.
• Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia.
• Claim means any claim, demand, action, proceeding, investigation or prosecution made, brought or commenced by a third party or regulator.
• Clinician means an allied health professional, including but not limited to general practitioners, clinicians or specialists, who uses the Platform to submit or manage Referral Requests, including a physiotherapist, osteopath, chiropractor, exercise physiologist, podiatrist, dietitian or accredited exercise scientist.
• Clinician Portal means the interface through which a Clinician or Authorised User accesses the Services we make available to Clinicians and Authorised Users from time to time.
• Consultation means a medical consultation between a Patient and a Third Party Medical Provider that arises in connection with a Referral Request.
• Enterprise Customer means a clinic, practice, company or other organisation that registers an organisation Account and authorises one or more Authorised Users to access the Services.
• Imaging Provider means a radiology, diagnostic imaging or image-guided procedure provider that receives or acts on a Referral and provides imaging or related healthcare services to a Patient.
• National Law means the Health Practitioner Regulation National Law.
• Patient means an individual in respect of whom a Referral Request is submitted.
• Patient Portal means the interface through which a Patient accesses the Services we make available to Patients from time to time.
• Platform means the transactional referral and connection platform accessible at https://refr.com.au and its associated applications, including the Clinician Portal and the Patient Portal.
• Privacy Policy means our privacy policy available at https://refr.com.au/privacy-policy, as updated from time to time.
• Receiving Provider means an Imaging Provider, specialist practice or other healthcare provider to which a Referral is directed or sent.
• Referral means a referral, imaging request or other clinical document issued by a Third Party Medical Provider through or in connection with the Services following their independent clinical assessment of a Patient.
• Referral Request means a request submitted through the Platform by a Clinician or Authorised User for a Third Party Medical Provider to assess a Patient and determine whether to issue a Referral.
• Referral Service means the Services that support the submission, assessment, issue, delivery, management and follow-up of Referral Requests and Referrals.
• Third Party Medical Provider means an Australian-registered medical practitioner or specialist who assesses a Patient and conducts a Consultation in connection with a Referral Request.
• User Content means any information, data, documents or materials submitted, uploaded, imported, transmitted or otherwise made available through the Services by you or on your behalf, including Patient information and clinical information, but excluding Refr Intellectual Property and any Referral, report, result or letter supplied directly to us by a Third Party Medical Provider or Receiving Provider.

Agreement

Term

These Terms apply from the date you first access or use the Services and continue until terminated in accordance with these Terms.

Your Agreement

Your agreement with us consists of:

• these Terms;
• the Privacy Policy;
• for an Enterprise Customer, any separate written agreement between us and the Enterprise Customer (Enterprise Agreement); and
• any reasonable operational direction that we give you under these Terms,

(together, the Agreement).

Compliance

In addition to the Agreement, when accessing or using the Services, you must comply with:

• all applicable laws and regulations; and
• if you are a Clinician or Authorised User, your professional, ethical and regulatory obligations.

Enterprise Customers and Authorised Users

• If you register an organisation Account, you do so as, or on behalf of, the Enterprise Customer, and you represent that you are authorised to bind the Enterprise Customer to the Agreement.
• If an Enterprise Agreement or supplementary terms apply, they prevail over these Terms to the extent of any inconsistency in relation to the relevant Services.
• The Enterprise Customer is responsible for:
  • selecting and authorising its Authorised Users;
  • ensuring that each Authorised User complies with the Agreement; and
  • the acts and omissions of its Authorised Users in connection with the Services.
• Notwithstanding clause 2.4(c), each Authorised User remains personally bound by, and must comply with, the provisions of the Agreement that apply to their access to and use of the Services.

Eligibility and authority

General Eligibility

• To create an Account or access or use the Services in your own capacity, you must be at least 18 years old and have the legal capacity to enter into these Terms.
• If a Patient is under 18 years old or cannot lawfully accept these Terms, a parent, legal guardian or other authorised representative must accept these Terms and use the Patient Portal on the Patient’s behalf.

Clinicians

To register for an Account, and access or use the Referral Service, whether as an individual Clinician or as an Authorised User, you must:

• hold and maintain all registrations, licences, accreditations and professional memberships required to lawfully carry out your professional activities;
• be legally permitted to practise your profession in Australia;
• use the Services only in connection with your lawful professional activities; and
• promptly notify us if any relevant registration, licence, accreditation or authority is suspended, cancelled, restricted or made subject to conditions.

We may request reasonable evidence of your identity, professional status, authority or eligibility. We may refuse or suspend access until we are reasonably satisfied that the applicable requirements are met.

Patient consent and authority

• Before submitting a Referral Request, a Clinician must obtain the Patient’s informed consent and all other authority required before first submitting the Patient’s personal or health information.
• A Patient’s acceptance of the Agreement does not affect and does not cure any earlier failure to meet the obligation under clause 3.3(a).
• We may decline to process, or may pause, a Referral Request where we reasonably consider that the required consent or authority has not been obtained or confirmed.

Use of the Services

Our Services

• Refr provides technology and workflow services that support referral pathways and related interactions between Clinicians, Patients, Third Party Medical Providers and Receiving Providers.
• The Services may support Referral Requests across a range of categories, including diagnostic imaging, image-guided procedures, specialist opinions and other clinical pathways or documents that we make available from time to time.
• Depending on the relevant Service and referral pathway, the Services may include Patient intake, facilitating Consultations, delivering or transmitting Referrals, coordinating appointments, tracking progress, facilitating follow-up and rebooking, and receiving or making available reports, results and letters.
• The availability and operation of particular features may vary by referral type, provider and Account.
• We may add to, change or remove features of the Services from time to time.

Exclusions

• Refr is not a healthcare provider and does not provide medical advice, clinical assessment, diagnosis, treatment or other healthcare.
• The Services are not designed for emergencies or urgent care. If a Patient requires, or may require, urgent medical attention, they must contact emergency services or an appropriate healthcare provider.
• Nothing in the Services creates a clinician-patient relationship between Refr and a Patient. Any clinical, therapeutic or professional relationship is solely between the Patient and the relevant Clinician or Third Party Medical Provider.
• We may operationally triage, route, monitor and coordinate a Referral Request or case. We do not clinically triage, review or assess the Patient or the Referral Request.
• Any Medicare pathway or eligibility information provided through the Platform is indicative only. It is general information, not advice, and is not a guarantee of Medicare eligibility, funding or any rebate. Eligibility for Medicare-funded services remains subject to applicable laws, regulations, and clinical appropriateness.
• We do not guarantee any Referral, Medicare benefit or rebate, bulk billing arrangement, appointment, provider availability, response or turnaround time, or clinical outcome.

Acceptable use

You must not use or attempt to use the Services to:

• infringe or interfere with the legal rights, privacy or safety of any other person;
• affect the reliability, security or performance of the Services, or introduce any malicious code;
• gain unauthorised access to any part of the Services or any related systems;
• resell, distribute or commercially exploit any part of the Services, except as permitted under the Agreement;
• engage in fraud, misleading or deceptive behaviour, or hide or attempt to hide your identity;
• use the Services other than for their intended purpose, or in a way that exposes us to liability; or
• any AI Feature provides automated decision-support only. We do not, through any AI Feature, provide clinical advice, clinical assessment, diagnosis or clinical triage of any Patient or Referral Request, consistent with clauses 4.2(a) and 4.2(d).

AI Features

• The Services may include AI Features that support the referral workflow, such as suggesting available clinical pathways, categorising or routing Referral Requests, and extracting, summarising or drafting information for your review.
• AI Features are decision-support tools only. Any output generated by an AI Feature (AI Output) is general information to assist you. It does not constitute medical, clinical or other professional advice, assessment, diagnosis, clinical triage or a recommendation, and must not be relied on as a substitute for your own professional judgement.
• You remain solely responsible for reviewing, verifying and, where appropriate, correcting any AI Output before relying on or acting on it, and for any clinical or professional decision you make. Submitting a Referral Request that incorporates AI Output does not transfer that responsibility to us.
• AI Output may be incomplete, inaccurate or unsuitable for a particular Patient, case or purpose. We do not warrant the accuracy, completeness or fitness for purpose of any AI Output, and clause 12.4 applies to AI Features and AI Output.
• You must use AI Features only for their intended purpose in connection with the Services, and not in any way that is misleading, unlawful or contrary to your professional, ethical or regulatory obligations.

Clinician Accounts and Referral Services

Accounts and access

By creating an Account, you must:

• maintain confidentiality of all login details;
• use separate login details for each Authorised User;
• immediately notify us of any suspected or actual unauthorised access to your Account or security incident;
• keep your Account information accurate and current; and
• comply with our reasonable operational directions to protect the security, safety or lawful operation of the Services.

Using the Referral Service

• Through the Referral Service, a Clinician or Authorised User may create and manage cases, provide or import Patient and clinical information, select an available clinical pathway and submit Referral Requests.
• You are responsible for the accuracy and completeness of the information you submit, and for exercising your own professional judgement in deciding whether to submit a Referral Request.
• Before submitting a Patient’s personal or health information through the Referral Service, you must obtain the Patient’s informed consent and authority to do so.
• A Clinician must at all times act in the best interests of the Patient when providing professional services, exercise independent professional judgement, and comply with all applicable health laws (including the Health Insurance Act 1973 (Cth) and the National Law) and all applicable industry and professional codes of conduct. The existence, amount or payment of the Fee must not influence any clinical, referral or treatment decision. You remain responsible for your own clinical assessment of, and the care you provide to, the Patient. Submitting a Referral Request does not transfer that responsibility to us.
• After a Referral Request is submitted, a Third Party Medical Provider independently assesses the Patient and decides whether to issue a Referral. If a Referral is issued, Refr will make it available to the Patient through the Patient Portal and, where applicable, send it to the relevant Receiving Provider.
• We may triage, route and coordinate Referral Requests, but we do not review or assess them clinically.

Integrations

• If you connect a practice management system or other third-party system to the Services, you authorise us and the relevant integration provider to access, import, export and process information as required to operate the integration and provide the Services.
• You are responsible for having all rights and permissions required for that connection and for checking the accuracy and completeness of imported or exported information.
• An integration may be subject to the integration provider’s terms and may be changed, interrupted or withdrawn by that provider. We may suspend or discontinue an integration where reasonably necessary for security, legal, technical or commercial reasons.

Monitoring

You remain responsible for monitoring the Patient, maintaining appropriate clinical records and taking any follow-up action required for Patient care. Any status update, report, result or letter made available through the Platform depends on information received from third parties and may be delayed, incomplete or unavailable.

Consultations and Referrals

Using the Patient Portal

Where a Referral Request has been submitted by a Clinician on your behalf, you will receive a link to a Patient Portal. When using the Patient Portal, you must:

• provide accurate, complete and current information;
• review the Referral Request and other information made available and raise any apparent error promptly;
• only use it in relation to your own case, or a case for a person on whose behalf you are authorised to act under clause 3.1(b).

Patient authorisation and Referrals

By using the Patient Portal, you authorise us to:

• make any Referral available through the Patient Portal;
• where applicable, transmit the Referral and relevant information to a Receiving Provider; and
• receive reports, results, letters, appointment information and status updates from Receiving Providers and make them available to the Clinician as part of the Services,

subject to the Privacy Policy and applicable law.

No guarantee

We do not guarantee that a Referral will be accepted or acted on by a Receiving Provider, or that any appointment, report, result or letter will be available within a particular period.

Patient responsibilities

Where a Referral is issued, you are responsible for:

• reviewing the Referral and promptly raising any apparent error;
• booking, confirming and attending any appointment with the relevant Receiving Provider, except to the extent Refr expressly facilitates that process;
• complying with the Receiving Provider’s terms and reasonable instructions; and
• confirming the Receiving Provider’s fees, Medicare arrangements and any out-of-pocket costs.

Third Party Medical Providers

• Third Party Medical Providers are independent practitioners. They are not our employees, agents, partners or representatives, and we do not supervise, direct or control their professional services.
• The Third Party Medical Provider independently determines the scope and outcome of the Consultation and whether it is clinically appropriate to issue a Referral.
• The Consultation and any other healthcare services are provided by the Third Party Medical Provider, or the entity through which they practise, and are separate from the Services provided by Refr.
• Each Third Party Medical Provider is responsible for complying with the laws and professional standards applicable to their services, including any applicable telehealth requirements.
• We do not recommend, endorse or guarantee any Third Party Medical Provider, treatment, medication or other service provided by the Third Party Medical Provider.

Temporary overseas Consultations

• Where this Service is available, a Patient who is temporarily outside Australia may participate in a Consultation.
• If you do, you must provide accurate information about your location, residency and Medicare eligibility.
• You acknowledge that:
  • the Third Party Medical Provider will determine whether the Consultation can lawfully and appropriately proceed and may decline or limit it;
  • Medicare benefits may not be available;
  • any Referral issued is intended for use in Australia; and
  • prescriptions, treatment or other services may be unavailable or restricted because of your location.

Receiving Providers

• An Imaging Provider or other Receiving Provider provides services to the Patient under or in connection with a Referral. Those services are separate from the Services provided by Refr and from the Consultation conducted by the Third Party Medical Provider.
• Refr may transmit a Referral, facilitate communications or appointments, track progress and receive reports, results or letters from a Receiving Provider.
• Each Receiving Provider is independently responsible for:
  • accepting or declining the Referral;
  • determining appointment availability and timing;
  • providing its healthcare services;
  • its fees, Medicare billing and Patient disclosures; and
  • the accuracy, completeness and timing of any report, result or letter it provides.
• Refr does not control or guarantee any Receiving Provider’s availability, acceptance of a Referral, fees, Medicare arrangements, services or outcomes.

Payment

Fee

• A transaction fee applies when a Referral Request or other paid Service is submitted through the Platform (Fee). The Fee is consideration solely for the technology and workflow services that Refr provides through the Platform. The Fee is not, and must not be characterised, invoiced or represented as, a payment, benefit, commission, rebate, inducement or reward for, or conditional upon:
  • the making, requesting, issuing, acceptance or receipt of any Referral or Referral Request;
  • the ordering, provision, or receipt of any pathology, diagnostic imaging, or other Medicare-funded or bulk-billed service; or
  • the referral or direction of any Patient to a particular Third Party Medical Provider or Receiving Provider.
• Nothing in the Agreement, and no charging, payment or receipt of the Fee, is intended to require or result in any conduct that would contravene the Health Insurance Act 1973 (Cth) (including its prohibited practices and inducement provisions) or the National Law (including its restrictions on inducements and on the advertising of regulated health services), and the Agreement is to be construed accordingly.
• The Fee varies by the type of Referral and is displayed on the Platform, or otherwise notified to you, before the relevant transaction.
• The Fee is charged for the Services. It is separate from:
  • the Consultation and any other healthcare services provided by a Third Party Medical Provider; and
  • any imaging, specialist or other healthcare services provided by a Receiving Provider.
• Payment of the Fee is not contingent on a Medicare benefit, Referral, appointment or clinical outcome.
• Unless otherwise specified, the Fee is shown in Australian dollars (AUD) and is inclusive of GST.
• The Fee may be updated from time to time in accordance with clause 8.

Billing models

The applicable billing model will be selected by the Clinician or the Enterprise Customer for the relevant Account or Referral Request.

7.2.1 Patient billing

Where Patient billing applies:

• the Patient must pay the Fee through the Patient Portal or another payment method we approve; and
• the Referral Request is not progressed to a Third Party Medical Provider until payment is received.

7.2.2 Clinic billing

Where a Clinician or Enterprise Customer selects clinic billing:

• the Referral Request may be progressed before the Fee is collected;
• the Clinician or Enterprise Customer authorises us to charge its nominated payment method for the applicable Fees in batches at the intervals notified through the Account;
• we will provide a periodic statement identifying the relevant transactions and Fees;
• the Clinician or Enterprise Customer must pay the Fee regardless of whether it has collected an amount from the Patient; and
• the Clinician or Enterprise Customer is solely responsible for:
  • determining the amount charged to the Patient;
  • deciding whether to pass through, mark up, bundle or absorb the Fee;
  • accurately describing and disclosing any Patient charge;
  • collecting and refunding the Patient charge; and
  • complying with applicable consumer, tax, billing and professional obligations.

The Clinician or Enterprise Customer must not represent that a Patient charge is imposed or determined by Refr unless that representation is accurate.

Payment processing

• We may use third party payment processors to process payments. By providing a payment method, you:
  • represent that you are authorised to use it;
  • authorise the applicable third-party payment processor to process your payment information and the transactions required under the Agreement.
• You acknowledge that payment of the Fee may also be subject to the terms and conditions specified by the third-party payment provider, as the payment collector.
• If a payment is declined, reversed, disputed or overdue, we may suspend the processing of new Referral Requests under the relevant Account, or restrict access to the Services, until the outstanding amount is received.

Refunds

• We do not provide refunds unless required under applicable law.
• Under clinic billing:
  • any Patient charge is governed by the arrangements between the Patient and the Clinician or Enterprise Customer; and
  • a charge refund provided to the Patient does not automatically entitle the Clinician or Enterprise Customer to a refund of the Fee.

Changes to the Agreement and additional Services

Changes to the Services

• We may change, add or remove features of the Services as described in clause 4.1.
• Where a change materially reduces an ongoing paid Service, we will give reasonable prior notice where practicable.
• We may make a change without prior notice where reasonably necessary to:
  • comply with law or a regulatory requirement;
  • address a security, safety, privacy or technical risk;
  • respond to a change made by an integration or third party payment provider; or
  • prevent misuse or material harm.
• A change will not retrospectively alter the terms applying to a completed transaction unless required by law.

Changes to the Agreement

• We may update these Terms from time to time.
• We will give at least 30 days’ notice before a change that materially and adversely affects your ongoing use of the Services, unless a shorter period is reasonably required by law or to address an urgent risk.
• Other changes may take effect when the updated Terms are published or otherwise notified to you.
• If you do not accept a notified change, you must stop using the affected Services before it takes effect. This does not affect an active Referral Request, accrued payment obligation or other right that arose before that date.
• Your continued use of the affected Services after the change takes effect constitutes acceptance of the updated Terms.
• This clause does not permit us to amend a separately signed Enterprise Agreement except in accordance with that agreement.

Additional Services

• We may offer additional or different Services from time to time.
• An additional Service may be subject to a service schedule, order form or other supplementary terms, and apply only where you accept them.
• To the extent of any inconsistency, the supplementary terms prevail in relation to the relevant Service.
• Ending an additional Service does not terminate the remainder of the Agreement unless the applicable supplementary terms state otherwise.

Confidentiality

Confidential Information

Confidential Information means information relating to Refr or the Services that is identified as confidential, is confidential by its nature or would reasonably be understood to be confidential. It does not include information that:

• is publicly available other than through a breach of the Agreement;
• was lawfully known to you without restriction;
• is independently developed without using the Confidential Information; or
• is lawfully received from another person without a duty of confidence.

Confidentiality obligations

Where we have permitted you to hold our Confidential Information, you must protect it from unauthorised use, access or disclosure in the same manner as you would protect your own Confidential Information, but with no less than reasonable care.

Specific confidentiality obligations

If you are a Clinician, Authorised User, or an Enterprise Customer, you acknowledge that you may receive personal and sensitive information or contact details of Patients through the Services.

You must:

• use such information solely for the purposes of providing professional services;
• handle personal information in accordance with applicable privacy laws and your professional obligations; and
• not use such information for unsolicited marketing or unrelated purposes.

Intellectual Property

Platform Intellectual Property

• Refr and its licensors own all intellectual property rights in the Platform, the Services and the content and materials made available by Refr through them, including software, code, templates, visual supports, images, icons, designs, graphics, text, data, trade marks, and other intellectual property (“Refr Intellectual Property”).
• Refr Intellectual Property does not include User Content or any Referral, report, result or letter created or supplied by a Third Party Medical Provider or Receiving Provider.
• Except for the licence granted under clause 10.2, nothing in the Agreement transfers any right in Refr Intellectual Property to you. You must not copy, modify, reverse engineer, distribute, sell, sublicense or otherwise exploit Refr Intellectual Property except as expressly permitted by the Agreement or applicable law.

Licence to use the Services

We grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Platform for the purpose of receiving or using the Services:

• during the term of the Agreement;
• for their intended purpose; and
• in accordance with the Agreement.

An Enterprise Customer may permit its Authorised Users to exercise this licence through its Account.

Nothing in this Agreement transfers to us any ownership or other rights you hold in User Content.

You grant us a non-exclusive, royalty-free licence to host, copy, process, transmit, disclose and otherwise use User Content only to the extent reasonably required to:

• provide, administer, secure and support the Services;
• operate the relevant integrations and workflows;
• exercise our rights under the Agreement; and
• comply with law.

You represent that you have all rights, consents and authority required to provide the User Content and permit us and our third party providers to handle it for those purposes.

Referrals, reports, results and letters remain subject to the rights of the relevant Patient, provider and other lawful rights holder. Nothing in the Agreement transfers ownership of those materials to Refr.

We will handle any personal information contained in User Content in accordance with clause 11.1, the Privacy Policy and applicable law.

You acknowledge that any feedback, suggestions, or ideas you provide to us regarding the Platform or the Services may be used by us without restriction or obligation to you.

Data and Privacy

Privacy

• Our Privacy Policy explains how we collect, use, disclose and otherwise handle personal information.
• Each party must comply with applicable privacy laws in relation to personal information under its control to the extent those laws apply to it.
• Each Clinician and Enterprise Customer remains responsible for:
  • giving any collection notices required before Patient information is submitted through the Services;
  • obtaining and maintaining the consents and authorities required under clause 3.3;
  • handling information accessed through the Services consistently with law and their professional obligations.
• We may handle personal information as described in the Privacy Policy and as reasonably necessary to provide, administer, secure and support the Services.
• An Enterprise Customer may enter into separate privacy, security or data processing terms with us. Those terms prevail over this clause to the extent of any inconsistency.

Warranties

Mutual warranties

Each party represents and warrants that it has the legal capacity and authority to enter into these Terms, and that its entry into and performance of these Terms does not breach any agreement or legal obligation binding on it.

Your warranties

You represent and warrant that:

• all information you provide is accurate, complete, current and not misleading in any material respect; and
• you have all rights, consents and authority required for uploading and otherwise providing User Content to us and for your use of the Services.

You acknowledge that we have relied on the representations and warranties in this clause 12 in agreeing to provide the Services to you in accordance with these Terms.

Clinician-specific warranties

If you are a Clinician or Enterprise Customer, you represent and warrant that:

• the eligibility requirements in clause 3.2 are met, and will continue to be met, by each Clinician who uses the Services through your Account;
• you hold the consents and authority described in clause 3.3 for each Patient whose information you submit;
• you hold and will maintain the insurance required by law and your professional obligations, including professional indemnity and public liability insurance, containing terms, limits and coverage that align with industry best practice and which would be reasonably appropriate to your professional activities; and
• you are solely responsible for the provision of professional health services to Patients and for compliance with all professional, ethical and regulatory obligations applicable to you.

Exclusion of warranties

To the maximum extent permitted by law, you agree that:

• the Services are provided on an “as is” and “as available” basis and without warranties of any kind either express or implied;
• we do not warrant that the Services will be uninterrupted, error-free or free from viruses, or that information generated or made available through the Platform will be complete or accurate or will meet your needs;
• information made available through the Services, including Medicare pathway and eligibility information, is general information only and is not medical, clinical, financial or other professional advice;
• we are not responsible for interruptions, delays or faults caused by third party systems or providers, your systems or integrations, or other circumstances outside our reasonable control;
• all conditions, warranties and guarantees not expressly stated in these Terms that can lawfully be excluded are excluded; and
• we do not warrant that any AI Feature or AI Output will be uninterrupted, error-free, accurate, complete or suitable for any particular Patient, case or purpose, and any AI Output is general information only and is not professional advice.

Third-party material and services

Access to third-party information, content or services through the Platform does not constitute an endorsement or warranty by Refr. Each Third Party Medical Provider and Receiving Provider remains responsible for the information and services it provides.

Consumer rights

• Nothing in the Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or any other applicable law that cannot lawfully be excluded, restricted or modified.
• Where a consumer guarantee applies to Services not ordinarily acquired for personal, domestic or household use, and applicable law permits us to limit our liability and it is fair and reasonable to do so, our liability is limited, at our option, to:
  • supplying the affected Services again; or
  • paying the reasonable cost of having the affected Services supplied again.

Liability

Liability generally

This clause applies to all liability arising out of or in connection with the Agreement or the Services, whether in contract, tort, including negligence, statute, equity or otherwise.

To the maximum extent permitted under law:

• we are not liable for any loss unless, and only to the extent that, it was directly caused by our breach of the Agreement, negligence or wilful misconduct;
• we are not liable for any indirect, consequential, special or exemplary loss, whether or not foreseeable;
• if you are a Clinician or Enterprise Customer, we are not liable for any loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation, or any business interruption; and
• without limiting paragraph (a), we are not liable to the extent that any loss arises from:
  • an act, omission, decision or service of a Clinician, Third Party Medical Provider, Receiving Provider or third-party system or service provider;
  • inaccurate, incomplete, delayed, misleading or unauthorised information provided by you or another person;
  • any Medicare eligibility, funding, benefit, rebate, bulk billing or claims decision;
  • a failure by a Clinician or Enterprise Customer to obtain the consent or authority described in clause 3.3;
  • a Patient’s failure to provide information, respond to communications, attend an appointment, use a Referral, follow professional advice or seek appropriate care;
  • a charge determined, described or collected by a Clinician or Enterprise Customer, or any representation it makes to a Patient;
  • any outcome arising from professional health services engaged by a Patient; or
  • the failure, interruption, change or unavailability of any third-party system, service or event outside our reasonable control.

Proportionate liability

A party’s liability under or in connection with the Agreement is reduced proportionately to the extent the relevant loss was caused or contributed to by the other party or its personnel, including any failure to take reasonable steps to mitigate.

Limitation of liability

Subject to clause 14.1 and applicable law, to the extent either party has any liability arising out of or in connection with the Agreement, that party’s maximum aggregate liability to the other is limited to:

• the Fees paid by you to us in the 12 months immediately preceding the first event giving rise to the relevant liability; or
• if no Fee was paid under the Agreement in that period, $100.

This clause 14.3 does not limit any liability under clause 15 or your obligation to pay any Fee or other amount due under the Agreement.

Indemnity

Patient indemnity

If you are a Patient, you indemnify us and our personnel against any liability, loss, damage, cost or expense, including reasonable legal costs, reasonably incurred in connection with a Claim arising from:

• your fraud, negligence or wilful misconduct;
• a breach of a provision of these Terms;
• your infringement of another person’s rights; or
• our acting in accordance with these Terms or otherwise making any decision in good faith in relation to the provision of any Services.

Clinician and Enterprise Customer indemnity

If you are a Clinician or an Enterprise Customer, you indemnify us and our personnel against any liability, loss, damage, cost or expense, including reasonable legal costs, reasonably incurred in connection with a Claim arising from:

• your professional services, clinical decisions or Referral Requests;
• User Content provided by or on behalf of you that is inaccurate, incomplete, misleading, clinically inappropriate, unauthorised or infringes another person’s rights;
• your failure to obtain or maintain a Patient’s consent, authority or another lawful basis required to handle Patient information;
• an act or omission of an Authorised User for whom you are responsible;
• a Patient-facing price, billing arrangement, refund, disclosure or representation made by you;
• your breach of applicable law, professional standards, or clauses 3.3, 5.2, 5.4, 9, 10 or 11.

Our indemnity

We indemnify you against any liability, loss, damage, cost or expense, including reasonable legal costs, reasonably incurred in connection with a Claim to the extent directly caused by our fraud, wilful misconduct or gross negligence.

General

• An indemnity under this clause is reduced to the extent that the indemnified party’s breach, negligence, fraud or wilful misconduct caused or contributed to the relevant Claim or loss.
• A party seeking indemnity must promptly notify the other party of the Claim and provide reasonable assistance. The indemnifying party may control its defence and settlement but must not agree to any settlement that requires an admission or non-monetary obligation from the indemnified party without its consent.

Suspension and termination

Suspension or termination of the Services

We may immediately suspend, restrict or terminate an Account, Referral Request, integration or Service where we reasonably consider it necessary to:

• protect a Patient, Refr or the security or integrity of the Services;
• investigate suspected fraud, misuse, unauthorised access, inaccurate information or lack of Patient authority;
• respond to a legal, regulatory, professional, privacy or Medicare-related risk or request;
• address a declined, overdue, reversed or disputed Fee payment;
• respond to the suspension, cancellation or restriction of a Clinician’s professional authority;
• address a material breach of the Agreement; or
• respond to the failure, withdrawal or unavailability of a provider, integration or other system required for the affected Service.

We will give notice where reasonably practicable and limit the suspension to what we reasonably consider necessary. We may require information or remedial action before restoring access.

Termination by you

• You may stop using the Services at any time.
• If you are a Clinician or an Enterprise Customer, you may close your Account at any time through the Platform or by contacting us.

Termination by us

• Without limiting clause 16.1, we may terminate the Agreement, or close your Account:
  • for convenience, on at least 30 days’ written notice; or
  • immediately, if you materially breach the Agreement and the breach cannot be remedied, or is not remedied within 10 Business Days of our written request.

Active cases and accrued rights

• If your access is suspended or the Agreement ends while a Referral Request is active, we will act reasonably in completing, transitioning or cancelling the case, having regard to the interests of the Patient, including making any issued Referral available to the Patient.
• Termination does not affect any rights or obligations accrued before termination, including our right to payment of the Fee for Services already provided.

Disputes and complaints

Complaints

If you wish to make a complaint about any aspect of the Services, you can do so by emailing us at contact@refr.com.au. We will investigate and use reasonable endeavours to resolve it promptly.

Disputes

• A party must not commence court proceedings relating to a dispute arising out of or in connection with the Agreement unless it has:
  • notified the other party of the dispute; and
  • allowed the other party 10 Business Days to investigate and attempt to resolve it.
• If the dispute is not resolved, the parties may agree to refer it to mediation before court proceedings are commenced.
• This clause does not prevent a party from seeking urgent interlocutory relief, recovering an undisputed debt, making a complaint to a regulator, consumer protection or professional body, or exercising a right that cannot lawfully be restricted.

General

Novation and assignment

• You agree and give your consent that the Agreement may be novated (that is Refr will be replaced as a party to the Agreement by another party) to any other party by either us or the party to whom the Agreement will be novated giving notice to you, provided that the novation is on terms no less favourable to you than the terms of the Agreement immediately before the novation.
• You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
• You cannot assign or novate all or part of your rights and obligations under the Agreement (other than in accordance with this clause 18.1), unless we provide our consent in writing (which will not be unreasonably withheld).

Force majeure

A party is not liable for a delay or failure to perform an obligation (other than a payment obligation) to the extent it is caused by an event beyond the party’s reasonable control, provided the party promptly notifies the other party and uses reasonable efforts to mitigate the effect of the event. Performance resumes once the event ceases.

Notices

We may give you notices by email to the address linked to your Account, through the Platform, or by SMS to the number you provide. You may give us notices at contact@refr.com.au. A notice is taken to be received on the next Business Day after it is sent.

Entire Agreement

The Agreement is the entire agreement between you and us in relation to its subject matter and supersedes all prior agreements, representations and understandings. Nothing in this clause limits applicable law or excludes liability for fraud.

Severance

If any provision or part of a provision of these Terms is void, invalid or unenforceable, it is severed to that extent, and the remainder of the provision and these Terms remain in full force and effect.

Waiver

A waiver under the Agreement is effective only if given in writing. A failure or delay in exercising a right, power or remedy is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.

Survival

Any term or condition which is expressed to survive the expiration or termination of these Terms will survive any expiration or termination of these Terms, including but not limited to clauses 7, 9, 10, 11, 13, 14, 15, 16.4, 17, and 18.3 to 18.8, and any other provision which by its nature is intended to survive the expiry or termination of the Agreement.

Governing law and jurisdiction

These Master Terms of Use are governed by the laws in force in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts having jurisdiction in that state.