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MedicalDirector Software User Terms

Last updated March 2025

1 Agreement

  1. These Software User Terms (these User Terms) govern the use of all MedicalDirector software, functionality and related services (the Software). By accessing or using the Software and related services, you agree to these User Terms with Health Communication Network Pty Ltd (ABN 76 068 458 515) and its related bodies corporate as defined in the Corporations Act 2001 (Cth) (we, us or our).
  2. You must not use the Software if you do not agree to these User Terms.

2 Access

  1. You represent and warrant that you are:
    1. authorised by any relevant Customer medical practice or under your terms of engagement with the relevant Customer to access and use the Software
    2. at least 18 years of age and have full capacity to agree to these User Terms;
    3. have the relevant qualifications and registrations to use the Software in accordance with the designated software user role and in accordance with these User Terms; and
    4. registered with us as an Authorised User.
  2. In order to register you as an Authorised User, you must provide us with all required documentation and information to register you as a user of the Software that corresponds to your role in providing healthcare services, and to facilitate your interactions with government service providers as set out in clause 9 and third party service providers as set out in clause 10.
  3. You must only access and use the Software in accordance with the access and use requirements specified by us.
  4. Once you have registered as an Authorised User with us, you will be provided with credentials to access the Software.
  5. You must only access and use the Software using credentials issued to you by us. You must keep your credentials (including username and passwords) secure and must not allow any other person to use and access the Software using your credentials. You are responsible for all activities carried out using your credentials, including any unauthorised use of your credentials. You remain responsible for activities carried out using your credentials, whether or not authorised by you.

3 Grant of licence

  1. Subject to you being registered as a software user under clause 2, we grant you a personal non-exclusive, non-transferrable, non-sublicensable licence to use the Software subject to your compliance with these User Terms, and a valid subscription for your use as a registered user of the Software in accordance with the Supply Terms.

4 Acceptable use

  1. You must not, and you must not allow or cause a third party to:
    1. use the Software and its functionality for any purpose other than for the provision of delivering healthcare services to patients, and in accordance with the Software’s intended use and functionality as set out in clause 7. If you wish to use the Software for any other purpose, you must obtain our prior written consent, and enter into a separate agreement with us;
    2. interfere with the proper operation of the Software. This includes undertaking unauthorised penetration testing, a denial-of-service attack, distribution of malware, or unauthorised data sharing, data mining or data extraction;
    3. crawl, poll or send high volumes or bursts of traffic through the interface or any traffic which may mimic or produce a denial of service response;
    4. modify, merge, reverse disassemble, decompile or reverse engineer, or otherwise seek to obtain or derive the source code from the Software;
    5. copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any content, software, interface, products or services contained within or related to the Software;
    6. access or use the Software except as authorised in these User Terms and otherwise with our written consent. For the avoidance of doubt, you must not connect or integrate any part of the Software with any third party system or use any integration interface or functionality of the Software, including the any of the Software’s application program interfaces, without an express written agreement in place;
    7. use the Software to interfere with the use of the Software by other users, other service providers or integrated users; or
    8. infringe our rights or the rights of individuals, including under Privacy Laws.
  2. You must not access or use the Software or post, provide or transmit any data or content in any way that:
    1. violates or infringes our Intellectual Property Rights or any other person;
    2. is unlawful, offensive, indecent, objectionable, harassing, obscene, pornographic, threatening, abusive, defamatory, libellous, fraudulent, tortious, or invasive of another's privacy or constitutes a breach of any other of the legal rights of individuals (such as sending spam, or inappropriate or unsolicited messages);
    3. shares or discloses Personal Information or sensitive information about another person without that person’s consent or authorisation as required by applicable Privacy Laws;
    4. impersonates any person, business, entity, or product, including MedicalDirector software and services or our employees or agents (including employees or agents of any related bodies corporate as defined in the Corporations Act 2001 (Cth))
    5. is false, misleading, or deceptive;
    6. breaches these User Terms or any user term or policy appearing on or in connection with the Software;
    7. contains viruses, malware, computer code, scripts, files or programs that interrupt, destroy, impair or limit the functionality of any computer software or hardware, network or telecommunications equipment or other property, including through scheduling automated polling or sending of messages;
    8. permits the unauthorised use of a computer or network, or compromises or breaches the network security of our systems or a third party’s systems; or
    9. advertises products or services, except as expressly authorised in writing by us.

5 Your responsibilities

  1. You must provide all reasonable assistance to us to enable us to perform our obligations set out in these User Terms.
  2. You must follow any policy or procedures in place relating to use of the Software. You must also follow the policies and procedures of the Customer, which must be consistent with these User Terms.
  3. You agree to comply with any reasonable directions we have in connection with your access to and use of the Software. We may monitor your access and use of the Software for compliance with these User Terms and the Privacy Policy.

6 Disclaimer

  1. To the maximum extent permitted by law, the Software is made available “as is” and we make no warranty that it or its contents will be accurate, current, reliable, available, continuous, without interruption, fit for purpose or of a certain quality or that it will be free from defects, bugs, viruses errors or omissions.
  2. The Software is intended to meet Australian laws and standards. We make no warranty that the Software will be compliant or conform to any laws, rules or guidelines in jurisdictions outside of Australia.
  3. You acknowledge that we may enable the use of Artificial Intelligence within the Software for the purposes of improving the Software functionality and user experience.
  4. We are not responsible for:
    1. any interruption to or failure to provide or ensuring the future provision of the Software;
    2. the content or guaranteeing the error-free delivery of any communication or electronic message or short messaging service (SMS) sent or received using any messaging functionality in the Software, or through a third-party service accessed through the Software;
    3. any use or misuse by you or a third party of the Software or content or functionality available via the Software;
    4. any third-party content or materials made available through the Software;
    5. the security or transmission of data over any networks that are not owned or operated by us;
    6. the inability of the Software to integrate with any other third party hardware, software or system; and
    7. any data (including Personal Information) you make available to a third party, such as where you provide your credentials or enable a third party to access your database
  5. You are responsible for the back up of all data held by you. We are not responsible for any loss or corruption of any data submitted, uploaded or input or otherwise displayed in the Software.

7 Use of Software in a clinical setting

  1. You acknowledge and agree that:
    1. you are responsible for the accuracy and completeness of any information uploaded to the Software, and any third party system where uploaded using the Software, including uploads to any Government Services systems;
    2. the Software is intended for use in clinical practice by qualified healthcare providers, and is not for consumer use. The practice management Software is intended for use to manage clinical practices by appropriately qualified practice managers;
    3. the Software is for the purpose of providing an electronic health record, enabling communications (including transmission of patient information) to support the delivery of health services, and the administration and management of health operations and clinical workflow;
    4. the Software does not provide, and must not be used, for diagnoses, screening, prevention, monitoring, predicting, making prognosis of, alleviation, treatment or making a recommendation or decision about treatment of a disease, condition, ailment, defect or injury. We make no representation or warranty with respect to any treatment, action, suitability or application of medication;
    5. the Software must not be used to replace the clinical judgement of a health professional (especially when considering the relevant patient’s particular condition and medications. You must not rely on the Software to provide any health services without independent consideration and confirmation by a qualified medical practitioner);
    6. the Software functionality, including a Clinical Alert, does not constitute professional medical or healthcare advice, diagnoses, treatment recommendations, and is not intended and must not be used to replace professional medical advice. A Clinical Alert is based on information provided by pharmaceutical companies and other third party sources (e.g. medicines information or clinical guidelines), to support you to exercise your own professional clinical judgement;
    7. we do not represent that any data used by the Software to produce a Clinical Alert, or the message content of the Clinical Alert or data received from a third party integrated service, is complete, accurate or comprehensive; and
    8. you are responsible for complying with laws relating to Medicare claiming, issuing prescriptions and accessing patients records through third party systems such as My Health Record.
  2. You acknowledge that the Software is not designed or intended for use (and must not be relied on) in environments requiring fail-safe performance, including without limitation, as part of a life support, critical, emergency or acute system, process or service and is not a substitute or replacement for diagnosis, treatment recommendations and other professional and clinical decisions or judgment. The professional duty of the healthcare professional in providing patient care services remains paramount.
  3. Where the Software has Artificial Intelligence functionality enabled, including AI scribe software feature, you must:
    1. ensure that you have the consent of any relevant patients before using AI to assist you in collecting or scribing their information; and
    2. review the data generated by any AI feature and make an independent and informed decision on whether to accept the data generated, having regard to any potential biases or inaccuracies, before using the AI-generated data to make decisions about patient care.

8 Accessing functionality

  1. Certain functionality in the Software may be only be accessed:
    1. by using Government Services (see clause 9);
    2. by using Third Party Software (see clause 10); or
    3. by agreeing to additional terms of use relating to use of that functionality within the Software. These will be presented to you at the point of signing.
  2. Additional fees may be required for certain functionality. These will be presented to you at the point of signing up to use that functionality.
  3. In some circumstances, you may configure your software to access or turn off certain functionality.

9 Government services

  1. We may make government services and systems available for you to access or interact with via integrations with the Software, including:
    1. My Health Record;
    2. Provider Digital Access online verification and authentication system (PRODA) which enables you to access other government provided systems;
    3. Medicare online system for claiming rebates online;
    4. other services provided through Services Australia government agency;
    5. Australian Immunisation Register;
    6. National Cancer Screening Register;
    7. other government services provided online or through integrations,
  2. You must comply with all laws, regulations, policies, procedures and terms of use relating to or governing the use of those Government Services. You will be required to agree to separate terms of use relating to each Government Service with the relevant third party service provider.
  3. You acknowledge and agree that:
    1. we may provide information (including Personal Information), to Government Services service providers where required or authorised by law;
    2. access to any Government Services is made available on an “as is” basis and we make no warranty or representation that those services will be available, accessible, free from defects or fit for purpose;
    3. you are responsible for your access to and use of Government Services;
    4. the Software is required to meet conformance standards and specifications for clinical information systems and Government Service systems;
    5. you have all appropriate policies and procedures in place for your interaction with Government Services accessed through the Software; and
    6. we are not responsible for your compliance with Government Services and other benefits and claims processes.

10 Third party software

  1. You acknowledge and agree that:
    1. we may make available to you third party applications, products or services that are integrated with the software;
    2. your use of the Software may require the use or installation of third-party software or products (including open source software);
    3. third party content (including links to third party websites) may be accessible via the Software; and
    4. you may operate or configure the Software to interact with third parties (for example, sending pathology requests, receiving results, sending and receiving messages and receiving hospital discharge summaries),
  2. You may be required to enter into a separate agreement with, or otherwise accept and comply with any third party terms presented when you use Third Party Software. You may also be required to create a separate user account with that third party provider.
  3. To the extent permitted by law, we are not responsible for your use of Third Party Software and associated products or services. This extends to liability under Privacy Laws for sharing patient data or any other Personal Information with third parties. It is your sole responsibility to ensure that you and any third parties are compliant with the Privacy Laws when you use Third Party Software or allow third party access to the Software.
  4. Where our third party suppliers suspends, cancels or terminates any part of the Third Party Software that we rely on to provide you with the Software, we may on reasonable notice replace, modify, suspend, cancel or terminate the affected part of the Software.
  5. Where you do not agree to third party terms or an agreement, you must not use that functionality and must not enter into an agreement or create a separate account with that third party.
  6. We are not the manufacturer or owner of such Third Party Software, and do not warrant the suitability or performance of such Third Party Software. To the maximum extent permitted by law, we are not liable for any loss caused in connection with the use of such Third Party Software.
  7. Where you use Third Party Software for electronic prescribing, you agree to comply with the relevant third  party provider’s eRX Script Exchange terms as updated from time to time, currently located at: https://erx.com.au/wp-content/uploads/2021/06/eRx-Script-Exchange-Member-User-General-Terms-Conditions-17-05-2013.pdf.

11 Maintenance, updates and enhancements

  1. We may in our absolute discretion, update the Software from time to time, including providing changes to existing functionality, adding new functionality, services or features and removing existing functionality, services or features. We do not undertake to provide such updates.
  2. Where we provide such updates or new functionality, these User Terms will apply to the updated software or new functionality.
  3. We may perform scheduled or emergency maintenance on the Software. Where we do so, we will endeavour to provide you with notice of such maintenance and schedule that maintenance at times that are least disruptive to users.

12 Suspension or cancellation

  1. We may suspend or cancel your licence or access to the Software:
    1. where we suspect that you are in breach of these User Terms or any law;
    2. where any fees remain unpaid by the Customer after we have provided the Customer with notice of suspension or cancellation; or
    3. if the Supply Terms expire or are otherwise terminated.

13 Privacy

  1. The Medical Director Privacy Policy, as updated from time to time, applies to the collection, use, storage and disclosure of Personal Information (including sensitive information) relating to the Software. It is currently located at: www.medicaldirector.com/documents/privacy-policy.
  2. The software enables you to input, access and disclose the Personal Information (including sensitive health information) of individuals, including other healthcare users and patients. You must comply with all Privacy Laws and other laws in relation to the collection, use and disclosure of Personal Information of other users and patients.

    Software Users
  3. By using the Software or otherwise providing your Personal Information to us, you consent to your Personal Information being collected and used by us in accordance with the Privacy Policy as it applies to Authorised Users and the privacy collection notice for the Software or relevant functionality.
  4. Reporting functionality to facilitate monitoring and managing patient health and outcomes and medical practice business management and administration may be made available to you, your practice managers or principals within your medical practice. You acknowledge and agree that:
    1. practice managers, principals and other Software users may have access to these reports, which may contain Personal Information; and
    2. these reports must only be used by practice managers, principals and healthcare providers for the normal operation of the medical practice and for the role performed by that person, and not as a tool to treat, or withhold treatment to any individual. These reports must not be shared outside the relevant medical practice.

      Patients and other individuals
  5. In relation to the Personal Information of patients and related individuals such as carers and family that is input into the Software, you:
    1. must collect Personal Information by lawful and fair means, and from the subject individual unless it is unreasonable or impracticable to do so; and
    2. must ensure that the Personal Information is accurate; and
    3. represent and warrant that you hold all necessary authorisations and consents from individuals:
      1. to upload or input their Personal Information in the Software;
      2. to collect, use and disclose their Personal Information to relevant third parties through the normal course of use of the Software (for example, sending a referral to a referral recipient);
      3. for us to collect, access, use, store and disclose their Personal Information as set out in our Privacy Policy; and
      4. agree not to upload, input, use or access any Personal Information without the individual’s consent.
  6. You must have suitable privacy notices and a privacy policy in place to facilitate the consents and authorisations set out in this clause and in accordance with the Privacy Policy, and to provide any information required by applicable Privacy Laws to such individuals in relation to our collection and handling of their Personal Information.
  7. You must immediately notify us if an individual withdraws their consent in relation to their Personal Information.
  8. You must immediately inform us upon becoming aware of any actual or potential data breaches of privacy relating to the Software, including actual or potential breaches to your own systems where such data breach relates to an or data (including Personal Information) sent to, stored in, or obtained from the Software, and must comply with all written instructions from us.

14 Intellectual Property

  1. We own or license from third parties all rights, title and interest (including Intellectual Property Rights) in the Software, including any improvements, enhancements and updates.
  2. Where you provide us with feedback, suggestions and comments, you unconditionally assign all rights, title and interest in any Intellectual Property Rights in that feedback to us, and must do all things as may be required to give effect to that.
  3. You, or the Customer, retain ownership of all Intellectual Property Rights in any content and data that you upload to the Software.

15 Liability

  1. To the extent permitted by law, we are not in any way liable to any person for any indirect, incidental, special or consequential damages or loss (without limitation including damages for loss of profits, business interruption, loss of information or damage to systems due to viruses or other harmful components) arising from access to and use of the Software
  2. Where any guarantee, warranty, term or condition is implied or imposed into these User Terms by legislation, and liability for breach cannot be excluded, but can be limited, then our liability for that breach   is limited to one or more of the following (at our option):
    1. in the case of goods, the replacement of the goods or supply of equivalent goods, the repair of  the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
    2. in the case of services, the re-supply of the services, or the payment of the cost of re-supplying the services.
  3. This clause is in addition to the disclaimers set out in clause 6.

16 Indemnity

  1. You are liable for, and must compensate us on demand for, all losses, costs, expenses (including legal costs on a full indemnity basis), claims or damage suffered or incurred (or that we agree to pay by way   of settlement or compromise) in connection with or arising out of:
    1. a breach of these User Terms by you (including a representation or warranty);
    2. fraudulent or dishonest conduct by you;
    3. a failure by you to comply with Software applicable laws, codes or standards;
    4. personal injury, death or loss of or damage to real or tangible personal property caused by you;
    5. claims, actions or proceedings by a third party and any investigations by a government body in  relation to your acts or omissions or the health or other professional services provided by you;
    6. failure to comply with any obligations of confidence or privacy under these User Terms of Use, arising  out of any of your acts or omissions whether accidental or not; and
    7. use of your username, log-in details or account by any person other than you.

17 Variations

  1. We may update these User Terms from time to time by publishing updated terms on our website at www.medicaldirector.com/documents/software-user-terms.
  2. We may also notify you within the Software or by email where changes materially affect functionality of the Software. Your continued use of the Software is acceptance of any changes to these User Terms. If you do not accept any changes to these User Terms, you must not use the Software.

18 Governing law

  1. These User Terms and your use of the Software are governed by the laws of New South Wales, Australia and you submit to the non-exclusive jurisdiction of those courts.

19 Assignment

  1. You must not assign your rights or obligations under these User Terms without our prior written consent, which may be withheld in our absolute discretion.

20 Severability

  1. Any provision of these User Terms which is invalid or unenforceable is to be read down, so as to be valid and enforceable, and is otherwise to be severed to the extent of the invalidity or unenforceability without affecting the remaining provision of this agreement.

21 Waiver

  1. A failure to exercise or a delay in exercising any right, power or remedy under these User Terms does not operate as a waiver. A waiver is not valid or binding on the party granting that waiver unless made in writing

22 Definitions

  1. Capitalised terms used in this document have the following meaning:

Artificial Intelligence or AI means the theory and development of computer systems able to perform tasks normally requiring human intelligence, such as visual perception, speech recognition, decision-making, and translation between languages.

Authorised User means an individual who has registered to use the Software in accordance with clause 2.2.

Clinical Alert means any of the following alerts displayed in the Software:

    1. alerts to interactions between certain pharmaceutical products;
    2. alerts to interactions of certain pharmaceutical products with certain diseases, including warnings noted in the 'Warnings, Precautions and Contraindications' section of Product Information of individual pharmaceutical company products;
    3. alerts to a patient's possible condition or diagnosis; or
    4. alerts to a patient's eligibility for enrolment in a clinical trial,
    5. alerts to following up or recalling a patient.

Customer means the person or entity who has agreed to purchase of software licences to use the Software or any related services.

Government Services has the meaning set out in clause 9.1.

Intellectual Property Rights means all current and future registered rights in respect of copyright, designs, circuit layouts, trademarks, trade secrets, domain names, database rights, know-how and confidential information and any other intellectual property rights as defined by Article 2 of the World Intellectual Property Organisation Convention of July 1967.

My Health Record means all systems, networks, applications, other software, repositories and hardware for the storage, accessing and communication of patient controlled electronic health records and related uses, including the My Health Record system pursuant to the My Health Records Act 2012 (Cth).

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth). 

Privacy Laws means:

  1. the Privacy Act 1988 (Cth);
  2. the Spam Act 2003 (Cth);
  3. the Do Not Call Register Act 2006 (Cth);
  4. to the extent applicable, any legislation from time to time in force in any (i) Australian jurisdiction (which includes the Commonwealth of Australia and any State or Territory of Australia); and/or (ii) non-Australian jurisdiction (to the extent that either party is subject to the laws of that jurisdiction), affecting privacy, Personal Information (including health records) or the collection, handling, storage, processing, use or disclosure of such data; and
  5. any ancillary rules, binding guidelines, orders, directions, directives, codes of conduct or other instruments made or issued thereunder.

Privacy Policy means the MedicalDirector privacy policy as set out in clause 13.1.

Supply Terms means the terms on which the Software are provided by us to the Customer.

Third Party Software has the meaning set out in clause 10.1.

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