Welcome to the Virtual Pre-admission Clinic Platform of Renewable Anaesthesia Technologies Pty Ltd (ABN: 90 667 871 187) ("we", "us" or "Virtual PAC").
1. AGREEMENT TO VIRTUAL PAC PLATFORM AGREEMENT
1.1 By signing up to use this Virtual PAC Platform, you agree to be bound by the terms of this Agreement which you expressly agree to as part of the sign-up process.
1.2 This Agreement constitutes a binding agreement between you and Virtual PAC and governs your use of the Virtual PAC Platform and the services available thereon.
1.3 When using the Virtual PAC Platform your use is also subject to the Virtual PAC End User Terms (located at https://www.virtualpac.health/legal) which you confirm you have also read and agreed to. To the extent of any inconsistency the terms of this Virtual PAC Platform Agreement prevail over the Virtual PAC End User Terms.
1.4 As part of this Agreement, your use of the Virtual PAC Platform is also subject to our Privacy Policy (located at [insert URL where privacy policy is located]) which is incorporated by reference into this Agreement.
1.5 Each party must comply with all applicable Privacy Laws in relation to any Personal Information that is collected, stored, used, disclosed or otherwise dealt with under or in connection with this Agreement.
2. SERVICES
2.1 In exchange for entering this Agreement, Virtual PAC will provide access and the limited right to use the Virtual PAC Platform for your professional purposes with your patients subject to the terms of this Agreement.
2.2 Virtual PAC will use reasonable efforts to provide the Virtual PAC Platform but do not guarantee any specific level of performance or availability.
2.3 The Virtual PAC Platform will give you access to use the features and functionality in accordance with your Tier and the features for that Tier as detailed on the Website.
3. TIER & PRICING
3.1 When you sign up in accordance with clause 1.1, you will select a Tier and that Tier will be used to calculate the fees payable under clause 4.1 for your use of the Virtual PAC Platform.
3.2 You may request to change the Tier in the Virtual PAC Platform at any time and the changes will be immediately effective for all subsequent questionnaires.
3.3 If your current Tier includes access to a customised PAC Form, you will lose access to any customised PAC Form if you switch to a Tier that does not include access to a customised PAC Form.
3.4 Virtual PAC may change the pricing and details of Tiers but will provide at least 1 (one) month’s notice of any change which is an increase in cost or represents a loss of functionality. Continued used after notice has been given will constitute acceptance, but any changed rates only apply to usage after the notice period.
3.5 Unless otherwise indicated all pricing is inclusive of GST.
4. FEES AND CHARGING
4.1 You must pay the fees applicable for your Tier based on your actual use (i.e. each PAC Form created by you) in the prior month including any part thereof or any unpaid or unbilled prior months.
4.2 We may also charge a small fee when you first create your account as part of sign up to facilitate creating your account with our payment provider and verifying your details. Whether this fee applies, and the amount of this fee, will be clearly indicated during sign up before you are charged.
4.3 You authorise Virtual PAC to charge the nominated payment details provided during sign up at the end of each month in accordance with clause 4.1 , at sign-up in accordance with 4.2 and otherwise only in accordance with the terms of this Agreement or your express consent.
4.4 Virtual PAC will provide a valid tax invoice at the end of each month.
5. USE AND SHARING OF DATA
5.1 You agree that information and data you provide will be stored by Virtual PAC and that Virtual PAC may use the information you provide for the purposes of providing Virtual PAC service to You and your Patients.
5.2 Virtual PAC agrees that it will only use your data in accordance with the terms of this Agreement, our Privacy Policy, or otherwise only with your consent
5.3 You hereby grant Virtual PAC a limited revokable licence to the data you provide to Virtual PAC under this Agreement for the purposes of providing and running the Virtual PAC Platform.
5.4 Virtual PAC will endeavour to provide access to your data in the Virtual PAC Platform while you remain active. However, if your account is suspended in accordance with clause 6.1 , is terminated for inactivity in accordance with clause, 12.2 , or otherwise abandoned by you or this Agreement is terminated in accordance its terms, Virtual PAC may delete your data without further notice.
6. RESTRICTIONS ON USE
6.1 Suspension for inactivity
Virtual PAC may suspend or hibernate your account where you have not incurred any fees under this Agreement in any 3-month period. Virtual PAC may at their discretion re-enable your account and access upon request.
6.2 Prohibited conduct
Your use of the Virtual PAC Platform is subject to Virtual PAC End User Terms including the rules set out in Schedule 1 of those terms.
6.3 Violations of this Agreement
Without limiting any other remedies available to Virtual PAC at law or in equity, Virtual PAC reserves the right to, without notice:
· temporarily or indefinitely suspend, or terminate, your access to the Virtual PAC Platform or refuse to provide services to you if:
- you breach any rules set out in Schedule 1 of Virtual PAC End User Terms;
- you fail to pay fees or monies owed to Virtual PAC when due under this Agreement;
- Virtual PAC believes that your use of the service is likely to cause harm to any person including Virtual PAC;
- Virtual PAC is unable to verify or authenticate any information that you provide to us; or
- Virtual PAC believes that your actions may cause damage and/or legal liability to Virtual PAC, any of its licensors or any other person; and
· remove or block access to any information and/or materials (in whole or in part) that Virtual PAC, at its discretion, regards in any way to be objectionable or in violation of any applicable law, any person's intellectual property rights or this Agreement.
7. Indemnity
You indemnify, defend and hold harmless Virtual PAC and its officers, employees, contractors and agents from and against any claims, losses, liabilities, costs, expenses or damages (including actual losses or damages, including all legal fees on a solicitor-client basis) suffered or incurred by any of them due to, arising out of, or in any way related to (directly or indirectly):
· any third party claims arising from your use of, or connection to, the Virtual PAC Platform;
· any advice you give to Patients (including advice or warnings you fail to give); or
· your negligence or misconduct, breach of this Agreement or violation of any law or the rights of any person in connection with the Virtual PAC Platform,
(“Claims”)
You are not liable to the extent any Claims are caused or contributed to by Virtual PAC’s wrongful act or negligent or wilful breach of this Agreement or to the extent they could have been reasonably mitigated by Virtual PAC.
8. INTELLECTUAL PROPERTY
8.1 Copyright
In this Agreement, the term "Proprietary Content" means:
· the Virtual PAC Platform;
· all of its content (including all of the text, graphics, logos, trade marks, images, designs, software, data, sound and video files and other information contained in the Virtual PAC Platform, and the selection and arrangement thereof); and
· all software, systems and other information owned or used by the Virtual PAC in connection with the products and services offered through this Virtual PAC Platform (whether hosted on the same server as the Virtual PAC Platform or otherwise).
All Proprietary Content is the property of Virtual PAC or its licensors and is protected by Australian and international copyright laws. You must not reproduce, transmit, republish or prepare derivative works from any of the Proprietary Content, except as expressly authorised by your agreements with Virtual PAC or with the prior written consent of Virtual PAC or any other relevant copyright owner (as applicable).
8.2 Trade marks
Virtual PAC’s logo and associated logos, marks, symbols and designs are trade marks of Virtual PAC. The look and feel of the Virtual PAC Platform are trade dress of Virtual PAC. Virtual PAC’s trade dress and trade marks may not be used, copied or imitated, in whole or in part, without the prior written consent of Virtual PAC.
8.3 Copyright claims
If you believe that our Virtual PAC Platform contains any material that infringes upon any copyright that you hold or control, or that users are directed through a link on the Virtual PAC Platform to a third party website that you believe is infringing upon any copyright that you hold or control, you may send a notification of such alleged infringement to us in writing. Such notification should identify the works that are allegedly being infringed upon and the allegedly infringing material and give particulars of the alleged infringement. Virtual PAC take all such reports seriously and will endeavour to consider and respond to any such notice within a reasonable time. However, noting that Virtual PAC may need to contact and seek response from the party who provided that material or link to Virtual PAC before we can substantively respond to a notification.
9. CONFIDENTIAL INFORMATION
Each party:
9.1 may use Confidential Information of the other party solely for the purposes of this Agreement;
9.2 subject to clause 9.3 , must keep confidential all Confidential Information of the other party; and
9.3 may disclose Confidential Information of the other party only:
i) to its Representatives and Related Bodies Corporate (including the party’s professional advisors) to the extent such persons have a genuine need to know for the purposes of this Agreement and where the person to whom disclosure is made has undertaken to keep confidential any information so disclosed;
ii) to the extent necessary to comply with any applicable Law, any court proceedings, the requirements of any regulatory body or the rules of any stock exchange on which the shares of that party or any Related Body Corporate of that party are listed or are proposed to be listed;
iii) if the Confidential Information is in the public domain as at the date of this Agreement or subsequently comes into the public domain (other than because of a breach of any obligation of confidence owed to the other party); or
iv) if the recipient party can demonstrate by evidence in writing that the Confidential Information was in the recipient party’s possession at the date of this Agreement or subsequently came into the recipient party’s possession through a third party who does not owe any obligation of confidence to the other party in respect of that information,
provided that the recipient party notifies the other party in writing before or as soon as reasonably practicable after using or disclosing any such information which otherwise might be Confidential Information.
10. YOUR WARRANTIES
You warrant that:
· all information you provide to Virtual PAC in relation to this Agreement and the Virtual PAC Platform is true and correct;
· you have all necessary consents to use and allow Virtual PAC to use all personal, sensitive and health information you enter into the Virtual PAC Platform so Virtual PAC can provide the relevant services under this Agreement;
· you will comply with Australian laws relating to privacy in your use of the Virtual PAC Platform and this Agreement;
· you have selected and opted to use the Virtual PAC Platform based on your own research and have not relied upon any specific representations not contained in this Agreement or the Website;
· you will pay all fees due under this Agreement as and when they become due;
· you will retain copies of any records or data stored in Virtual PAC which you are required to hold and will not rely on the Virtual PAC platform as storage;
· you will not rely on the Virtual PAC Platform to make decisions or in any way be a substitute for your own skilled judgement; and
· you will not represent that your services, advice or care are endorsed, or otherwise provided by Virtual PAC.
11. DISCLAIMER OF WARRANTIES
11.1 The Virtual PAC Platform is provided strictly on an "as is" basis. To the maximum extent permitted by law, Virtual PAC and its officers, employees, agents, consultants, licensors, partners and affiliates make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, any implied warranty/guarantee of merchantability, fitness for a particular purpose or non-infringement, accuracy or completeness of the Virtual PAC Platform or any of its content, and in particular while Virtual PAC seeks to ensure that the following is true it does not warrant or guarantee that:
· the use of the Virtual PAC Platform will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
· the Virtual PAC Platform will meet your requirements or expectations;
· the quality of any products, services, information or other material purchased or obtained through the Virtual PAC Platform will meet any particular requirements or expectations;
· errors or defects will be corrected; or
· the Virtual PAC Platform or the servers that make it available are free of viruses or other harmful components.
11.2 Nothing in this clause 11 has the effect of excluding, restricting or modifying any non-excludable statutory condition, warranty, guarantee, right, remedy or other benefit that is preserved by the Competition and Consumer Act 2010 (Cth) (or any other legislative provision). To the extent, any claim relates solely to a warranty or guarantee which could not be excluded under Competition and Consumer Act 2010 (Cth), to the extent possible, the Virtual PAC limits its liability in respect of any claim to, at the Virtual PAC’s option:
i) the supply of the services again; or
ii) the cost of having the services supplied again.
12. TERMINATION
12.1 Either party may terminate by providing 30 day’s written notice to the other.
12.2 Virtual PAC may terminate this Agreement and your account immediately if it no fees have been incurred in any 12-month period. For the avoidance of doubt, this may occur even if you are regularly accessing the Virtual PAC Platform.
13. LIMITATION OF LIABILITY
13.1 Exclusion of liability
To the maximum extent permitted by law, the Parties and their officers, employees, agents, and consultants exclude all liability to the other or any other person for loss which is consequential, indirect, incidental, special, punitive, exemplary or otherwise, including any loss of profits, loss or corruption of data or loss of goodwill) arising directly or indirectly out of, or in connection with, these Agreement or the use of the Virtual PAC Platform by you or any other person.
13.2 Limitation of liability
Excluding the indemnity in clause 7, the parties confidentiality obligations in clause 9, and warranties in clause 10, the parties total liability to each other for loss or damage of any kind howsoever caused, in contract, tort (including negligence), under any statute or otherwise from or relating in any way to this Agreement or its subject matter is limited (to the extent permitted by law) to an amount equal to the monies paid or payable under this Agreement in the prior 12 months.
Nothing in this Clause 13.2 nor this Agreement limits or excludes a party’s liability for death or personal injury arising from its negligence, fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under the Australian Consumer Law or other law.
13.3 Force majeure
To the maximum extent permitted by law, and without limiting any other provision of these Agreement, the parties exclude liability for any delay in performing any of its obligations under these Agreement (other than payment of any fees or monies owed) where such delay is caused by circumstances beyond the reasonable control of that party, and that party shall be entitled to a reasonable extension of time for the performance of such obligations.
14. GENERAL
14.1 Interpretation
In this Agreement, the following rules of interpretation apply:
· headings are for reference purposes only and in no way define, limit or describe the scope or extent of any provision in this Agreement;
· this Agreement may not be construed adversely against Virtual PAC solely because Virtual PAC prepared them;
· the singular includes the plural and vice-versa;
· a reference to a "person" includes an individual, a firm, a corporation, a body corporate, a partnership, an unincorporated body, an association, a government body or any other entity; and
· the meaning of general words is not limited by specific examples introduced by "including", "for example", "in particular" or similar expressions.
14.2 Survival
Clauses 7 and 9 are continuing obligations, and survive termination or expiry of this Agreement.
14.3 Notifications
The parties may provide any notification for the purposes of this Agreement by email. In the case of:
· Virtual PAC, to the email address you use when signing up for the Virtual PAC Platform.
· You, to support@virtualpac.health or such other email address as Virtual PAC notifies you from time to time.
14.4 Costs
Except as specifically provided in this Agreement, each party must bear its own legal, accounting and other costs associated with this Agreement.
14.5 Assignment
You may not assign, transfer or sub-contract any of your rights or obligations under this Agreement without Virtual PAC's prior written consent.
Virtual PAC may assign, transfer or sub-contract any of its rights or obligations under this Agreement at any time without notice to you so long as that transfer does not materially impact your rights under this Agreement.
14.6 No waiver
Waiver of any power or right under this Agreement must be in writing signed by the party entitled to the benefit of that power or right and is effective only to the extent set out in that written waiver. Any failure by Virtual PAC to act with respect to a breach by you or others does not waive Virtual PAC's right to act with respect to that breach or any subsequent or similar breaches.
14.7 Severability
The provisions of this Agreement are severable and, if any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future law, such provision may be removed, and the remaining provisions shall be enforced.
14.8 Variation
Virtual PAC reserves the right to amend this Agreement and any other policy on the Virtual PAC Platform at any time in its discretion and any such changes will, unless otherwise noted, be effective immediately upon notice to you. Your continued use of this Virtual PAC Platform after receiving notice will mean you accept those amended terms moving forward.
You may only vary or amend this Agreement by written agreement with Virtual PAC.
14.9 Governing law and jurisdiction
This Agreement will be governed in all respects by the laws of Victoria. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria and the courts of appeal from them.
15. Definitions
In this Agreement the following definitions apply.
15.1 Agreement means this agreement, including the recitals and any schedules or annexures to this Agreement.
15.2 Business Day means any day (other than a Saturday or a Sunday) on which banks are open for general banking business in Victoria.
15.3 Confidential Information means, in relation to a party, any information of or relating to that party, its Related Bodies Corporate or its Representatives that is by its nature confidential, is designated by that party to be confidential or which the other party knows or ought to know is confidential, including any:
i) information regarding the current or future business or affairs (including financial position, sales, internal management, structure, policies, methodology, strategies, business and marketing plans and advertising, marketing or promotional activities) of that party, its Related Bodies Corporate or its Representatives;
ii) information regarding clients or customers of that party, its Related Bodies Corporate or its Representatives; and
iii) technical or scientific information or trade secrets of that party, its Related Bodies Corporate or its Representatives,
iv) which is disclosed, made available, communicated or delivered to the other party in connection with this Agreement, but does not include information which is or becomes public knowledge other than through a breach of this Agreement.
15.4 Customer means You, the person who has agreed to the terms of this Agreement in exchange for access to use of the Virtual PAC Platform.
15.5 GST means the goods and services tax as provided for by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any associated legislation including without limitation delegated legislation.
15.6 Law means any law or legal requirement, including at common law, in equity, under any statute, regulation or by-law, any condition or any authorisation, and any decision, standard, directive, guidance, guideline or requirements of any Government Agency.
15.7 PAC Form means a single pre-op questionnaire.
15.8 Patients means your patients (and their guardians) with whom you use the Virtual PAC Platform.
15.9 Personal Information has the same meaning as under the Privacy Act 1988 (Cth).
15.10 Privacy Laws means any common law requirement, statute, regulation, rule, proclamation, order, ordinance, or code of practice, standard issued by relevant regulators or industry bodies, whether present or future and whether Commonwealth, State, territorial or local government which relates to the privacy as it applies either to this agreement or a party to this agreement including the Privacy Act 1988 (Cth).
15.11 Related Body Corporate means in relation to a body corporate means any body corporate which is, under section 50 of the Corporations Act, related to the first named body.
15.12 Representatives means in relation to a party, means any officer, employee, agent or sub-contractor of that party.
15.13 Tier means a specific pricing and functionality available to Customers as described on the Website and as selected by you.
15.14 Virtual PAC Platform means the online Virtual Pre-admission Clinic accessible for at and includes all of the files located in that domain.
15.15 Website means the website at which is part of the Virtual PAC Platform.
Version: June 2025