Terms and Conditions
- These Product, Service and User Terms and the Details Page together with any purchase order, quotation or proposal to which these terms are attached or in which the terms are referred and/or the content of the CDM Plus Website or CDM Plus Online Portal where that platform is being patronised or used by a purchaser or visitor, together make up a legally binding agreement (Agreement) between you and CDM Plus.
- This Agreement may be accepted by doing either one or more of the following:
(a) signing these Product, Service and User Terms or accepting a clickthrough agreement;
(b) signing the Details Page;
(c) visiting or making a purchase through the CDM Plus Website, at an Event or through an Approved Retailer; or
(d) accessing or otherwise using the Services.
Definitions and Interpretation
- In this Agreement, except where the context requires otherwise:
- Approved Retailer means a general practice or allied health provider approved by CDM Plus from time to time;
- Cancellation Fee means the fee incurred if less than 48 hours notice is given by you;
- CDM Plus Online Portal means the CDM Plus Online Portal embedded in the CDM Plus Website and the specific URL generated for you at which the CDM Plus Online Portal will be hosted;
- CDM Plus Website means the website located at URL [https://cdmplus.com.au];
- Confidential Information means in relation to a party, all information relating to its business, products, customers or suppliers whether furnished in writing, orally or in any physical, or electronic configuration, which might be considered confidential by that party or which it has expressly declared to be confidential and which is not in the public domain including without limiting the generality thereof, all technical data, any software specifications and diagrams, information regarding the computer code comprising composition, organisation, and method of delivery of Confidential Information, information concerning or connected with Intellectual Property Rights of that party, designs, trade secrets and know-how, techniques and processes, unpublished financial reports, sales and marketing information, unpublished information regarding the subject matter of future projects, design Portals, any supplier lists and information relating to that party’s supplier, customer lists and information relating to the business of that party’s customers and, in relation to CDM Plus and the CDM Plus Online Portal;
- Digital Resources means electronic copies of CDM Plus training materials and resources purchased via the CDM Plus Website and/or available on the CDM Plus Online Portal or otherwise provided by CDM Plus to you, including after an Event;
- Event means face to face workshops and virtual conferences where CDM Plus provides training;
- Fees include the Product Fee, the Service Fee and any out-of-pocket expenses incurred by CDM Plus on your behalf as nominated in the Details Page or as otherwise agreed with you from time to time;
- Force Majeure Event means anything outside reasonable control of a party, including but not limited to:
- power, data or communication outages, virus, sabotage;
- acts of God;
- industrial action (including a picket); and
- any legislation or regulation and any action or inaction of any government or government agency;
- GST means the tax payable on a taxable supply under A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any related legislation;
- Hard Copy Resources means physical copies of CDM Plus training materials and resources;
- Insolvency Event means, in respect of a party:
- an order is made or an effective resolution is passed for the winding up of that party, except where such winding up is for the purpose of a solvent reconstruction or amalgamation;
- a receiver or administrator or manager of the party’s property or assets or any part thereof is appointed or an official manager of the party is appointed; or
- the party ceases to carry on its business or stops or suspends payment of its debts;
- Intellectual Property Rights means all intellectual property or proprietary rights at any time protected by statute or common law, including patents, inventions, innovations, utility models, designs, copyrights (including future copyright), confidential information, trade secrets, know-how, goodwill, trademarks and any other right in respect of intellectual property;
- Online Modules means the online training modules available via the CDM Plus Website;
- Product Fee means the fee payable by you for a Product as set out in the Details Page, the CDM Plus Website, or at an Event (as applicable);
- Products means the products supplied to you via the CDM Plus Website pursuant to the terms of this Agreement including the Online Modules, Digital Resources and Hard Copy Resources (including but not limited to My Care Plan);
- Remote Communication means communication by use of teleconferencing or videoconferencing, including internet telephone or video conferencing tools;
- Services means Training and Events;
- Service Fee means the fee payable by you for a Service as set out in the Details Page;
- Support means the delivery by CDM Plus of assistance to you by Remote Communication for operation of the CDM Plus Online Portal;
- System means the CDM Plus Website and CDM Plus Online Portal;
- Term means the period commencing on the date you purchase a Product or Service and expiring 12 months after that date or such earlier date if this Agreement is terminated;
- Training means allied health training provided by CDM Plus to you at an Event or otherwise;
- Users means any clinical or admin staff of a Client that will be receiving Products or accessing Services via the CDM Plus Online Portal; and
- You, your means the purchaser of a Product or Service or User (as applicable).
Delivery of Hard Copy Resources
- The parties acknowledge that CDM Plus will sell, and you will purchase, Products from time to time pursuant to this Agreement.
- You may purchase Hard Copy Resources via the CDM Plus Website, at an Event or through an Approved Retailer.
- All orders for Hard Copy Resources will require complete payment up front by you to CDM Plus, none of which will be refundable.
- Hard Copy Resources will be delivered to you within 30 days of the date of purchase.
- You acknowledge that any Hard Copy Resources delivered by a courier are outside CDM Plus’s control and CDM Plus will not be liable for any loss, damage, delay or non-delivery of any Hard Copy Resources contributed to by a third party, to the extent permitted by law.
- Deliveries will be made during normal working hours and at the cost and risk of you. In the event that you or your agent are not available to accept the delivery, then the driver’s signature denoting the time, date & place of delivery, shall be deemed to be acceptance of the said delivery by you.
- It is your responsibility to carefully inspect the Hard Copy Resources immediately after they are delivered. Any claims with respect to damage, shortage or defect will only be considered if made in the first instance by phone within 7 days of delivery, and also in writing within 7 days of delivery.
Passing of Title and Risk in Products
- Risk in all Products supplied to you will pass to you on delivery.
- Title to the Products will not pass to you until payment of all monies owing to CDM Plus by you have been received in full by CDM Plus.
- CDM Plus may take action against you for any and all amounts payable by you under this Agreement.
Passing of Title and Risk in System
- Risk of use of, loss of or damage to the System will pass to you on and from commencement of first use of the System.
- All right, title and ownership in the System (including all Intellectual Property Rights contained within the System will at all times vest with CDM Plus (including without limitation any modifications or developments made to the System either by CDM Plus or by you with or without the consent of CDM Plus).
- Nothing in this Agreement grants you ownership of the System or any other rights in respect of the System other than those expressly granted in clauses 18-20.
- You must not remove or alter any logo, copyright or other proprietary notices, symbols or labels appearing in any of the user interfaces of the System.
- CDM Plus is authorised to grant rights in the System as set out in this Agreement.
- CDM Plus grants you a non-exclusive and non-transferable right to use and access the System during the Term and in accordance with the terms of this Agreement.
- Subject to you complying with your obligations under this Agreement and in consideration of payment of Fees by you, CDM Plus will allow you to logon to and use the System, as soon as it has been configured for your access.
- As part of the registration process, or as part of your continued use of the System, you may be required to provide personal information about yourself. You warrant that any information you give to CDM Plus in the course of completing the registration process will always be accurate, correct and up to date.
- You must not:
- provide your logon details and passwords for the CDM Plus Online Portal to any other person; and
- upload or submit any information to the Portal where you know, or ought be aware, that the information is incorrect, untrue, misleading or materially incomplete.
- You must complete any Training within 12 months from the date of purchase. If you fail to complete Training within this period, additional fees may apply as a result of requiring additional training sessions and/or extended access to the System.
CDM Plus Responsibilities
- In consideration for payment of the Fees, CDM Plus will deliver the Products and make available the Services and System (as applicable).
- CDM Plus bears no responsibility to you or any of your employees for any unauthorised access to the System or employees’ behaviour on the System (except CDM Plus’s own employees).
- To the maximum extent permitted by law, CDM Plus bears no responsibility to you or any Contractor or their employees or liability for any misuse of data that was deceitfully, fraudulently or illegally obtained from the System.
- CDM Plus will not be liable for any delayed, partial or total non-performance of the Services arising directly or indirectly from any event outside of CDM Plus’s control, including a failure by you to comply with any of your obligations.
Use and ownership of the CDM Plus Online Portal and Intellectual Property Rights
- In consideration for your compliance with this Agreement, CDM Plus grants to you access to and use of the CDM Plus Online Portal for the term of this Agreement only.
- Use of the CDM Plus Online Portal must be in accordance with this Agreement and is expressly restricted to use for your internal business purposes only.
- You agree:
- not to copy or engage any third party for the purposes of copying the functional operation of the CDM Plus Online Portal, including without limitation the “look and feel” of the user interface, the logical sequence of operations and commands of the CDM Plus Online Portal and its on screen graphic style, colours, and content;
- not to sell, rent, lease, licence, display, time share or otherwise transfer any part of the CDM Plus Online Portal to, or permit the use of any part of the CDM Plus Online Portal by, any third party;
- to preserve the confidential nature of the Confidential Information (including Intellectual Property Rights contained within the CDM Plus System), and to use reasonable care to prevent the unauthorised use, copying, publication or dissemination of any part of the CDM Plus Online Portal and CDM Plus’s Confidential Information (including any Products);
- not to alter, enhance, adapt, develop or modify any part of the CDM Plus Online Portal or attempt to do any of those things or procure a third party to do or attempt to do any of those things;
- not to knowingly disclose or grant access to the CDM Plus Online Portal or any part of it to any third party who may, or has the capacity to contravene sub clauses (a) or (b) above; and
- not to permit or allow any third party to do anything which, if committed by you, would be a breach of any one or more of the sub clauses (a) to (e) above.
- You must not grant access to or use of the CDM Plus Online Portal to any third party (including contractors, consultants or advisers) without first having that third party enter into an appropriate deed containing provisions similar to those set out in the clauses contained under the heading of “Use and ownership of the CDM Plus Online Portal and Intellectual Property Rights” in this Agreement, except any access granted will be restricted to your internal business purposes, not those of the third party.
- This Agreement does not transfer to you any right title or interest in the CDM Plus Online Portal or any user manuals or collateral or supporting documentation. Title to the CDM Plus Online Portal and any Intellectual Property Rights existing in the CDM Plus Online Portal (including any modifications, enhancements or developments made to the CDM Plus Online Portal whether or not made by you or at your request), remains at all times vested in CDM Plus.
Fees and payment
- Fees and payment terms are set out in the Details Page, the “checkout” page of the CDM Plus Website or an Event (as applicable). You must pay the Fees before delivery of the Products or Services, or access to the System.
- Any payment of Fees will be made using Stripe and/or direct payment. In using the CDM Plus Website, the System and by making any payment in relation to Products or Services, you warrant that you have read, understood and agree to be bound by the Stripe terms and conditions which are available on their website.
- All prices are valid for a period of 30 days from the date of CDM Plus’s quotation or proposal (as applicable).
- All Fees are exclusive of all taxes, duties and other imposts. If any GST is imposed on Fees or other supplies made under this Agreement, then you will be liable for payment of the GST in addition to the Fees or supply, at the same time and in the same manner as the Fees or supply.
- The number of Users of the System will determine the Product or Service chosen by you and/or your practice. There are individual options available. The CDM Plus practice size options are as follows:
- 2-8 Users;
- 9-16 Users;
- 17-24 Users;
- 25-40 Users; and
- 41-60 Users.
- In order to access the CDM Plus Online Portal, you must first purchase through the CDM Plus Website or by contacting CDM Plus directly and pay the relevant Fee.
- In purchasing access to the CDM Plus Online Portal for a certain practice size, you acknowledge and agree that it is your responsibility to ensure that the practice size you elect to purchase is suitable for your use.
- Additional Users can be added to an existing purchase by contacting CDM Plus. If by adding another user maintains the current practice size, then there will be no additional cost. If by adding another user increases the size bracket of the practice, then the difference for current term will be charged.
- The practice size will be for the Term unless terminated earlier in accordance with this Agreement.
Additional Products, Services and Support
- CDM Plus may offer additional Products, Services and/or Support to you from time to time.
- Any requests for additional Products, Services and/or Support are to be made in writing to CDM Plus.
- Requests will be considered by CDM Plus on a case by case basis and incur additional costs determined at CDM Plus’s absolute discretion.
My Care Plan
- My Care Plan is a tool aimed to assist patients to manage and monitor their chronic medical conditions under the supervision of a treating GP/health professional. It is not a replacement for seeking regular and timely medical care. My Care Plan cannot contemplate all possible scenarios and is a general guide only. For example, it does not contemplate the incidence of other non-chronic ailments, injuries or illnesses.
- You acknowledge and agree that you will not rely on any information you receive from the My Care Plan as a replacement for medical care and you indemnify and hold CDM Plus harmless in relation to any loss that you suffer as a result of your reliance on any information you receive from the My Care Plan, to the extent permitted by law.
- Generally, CDM Plus does not offer refunds on Products or Services.
- CDM Plus may provide you with a refund in exceptional circumstances and at its absolute discretion. If CDM Plus provide you with a refund, an administration fee may apply.
- In the event CDM Plus needs to cancel or postpone an Event a ticket may only be transferred to another Event date within 12 months from the date of purchase.
- Training sessions are non-refundable and training dates cannot be changed or cancelled once a booking confirmation email has been sent. Requests to cancel or change the Training date can be made in writing to CDM Plus. Requests will be considered by CDM Plus and will incur a Cancellation Fee if less than 48 hours’ notice is given by you.
- In the event that CDM Plus needs to cancel or postpone a Training session, you will be offered alternative dates by CDM Plus to be used within 12 months from the payment date for training.
- If face to face training is unavailable, training will be delivered by CDM Plus as remote training through live streaming or a webinar or a combination of both.
Limitation of Liability
- Except as expressly provided in this Agreement and to the extent permitted by law, liability for all representations and warranties, whether implied, express or otherwise, are excluded.
- You should not rely on the contents of any Product or Service without first obtaining advice from a qualified professional. All Products and Services are supplied on the understanding that:
- CDM Plus, the authors, consultants and editors are not responsible for the results of any action taken on the basis of information in a Product or Service, nor for any error in or omission from the Product or Service;
- the publisher is not engaged in rendering professional or other advice or services; and
- the publisher and the authors, consultants and editors expressly disclaim all and any liability and responsibility to any person, whether a purchaser or reader of this publication or not, in respect of anything, and of the consequences of anything, done or omitted to be done by any such person in reliance, whether wholly or partially, upon the whole or any part of the contents of this publication.
Without limiting the generality of the above, neither CDM Plus nor any author, consultant or editor shall have any responsibility for any act or omission of any other author, consultant or editor. You agree to you indemnify and hold CDM Plus harmless in relation to any loss that you suffer as a result of your reliance on the contents of any Product or Service in contravention of this clause 55, to the extent permitted by law.
- Where any statute or law implies warranties or conditions into this Agreement, which cannot be lawfully modified or excluded under this Agreement (Non-excludable Condition) then this Agreement will be read subject to such Non-excludable Condition. Where such statute or law permits, CDM Plus limits its liability to you for breach of such Non-excludable Condition, at your option, to re-supplying or re-performing the defective Product, paying for the re-supply or re-performance, or issuing you with a full refund.
- To the maximum extent permitted by law and notwithstanding any other clause of this Agreement, CDM Plus will not be liable to you for indirect or consequential loss or damage of any kind, loss of profits, loss of opportunity, revenue and economic loss, loss of data, failure to realise expected profits or savings, overhead costs, loss of reputation or goodwill arising out of or in any way connected with this Agreement (including under statute or in tort).
- Notwithstanding any other clause of this Agreement, the total extent of CDM Plus’s aggregate liability to you, whether arising under or in connection with this Agreement or the performance or non-performance thereof or anything incidental thereto, is limited to an amount equivalent to the average annual Fees paid by you to CDM Plus for the Term.
- CDM Plus’s liability/obligations to honour any claim under or in connection with this Agreement do not extend to rectification of defects, loss or damage which is caused or contributed to by use or operation of any part of the Products otherwise than in accordance with guidelines or specifications supplied by CDM Plus, or under normal working conditions. CDM Plus will also not be liable for defects, loss or damage arising out of or in connection with the misuse, neglect, or wilful destruction of any part of the Products or to any damage caused by or to the Products as a result of continued use of any part of the Products after a defect has been detected or ought to have been detected.
- CDM Plus will use reasonable endeavours to transfer warranties given by third party manufacturers of the Products supplied and to the extent those warranties are transferable. However, CDM Plus will not be liable for negotiating with manufacturers on behalf of you and will not be liable to provide warranties to you in addition to those provided by the manufacturer and transferred under this clause.
- To the extent permitted by law and unless otherwise expressly agreed, CDM Plus does not provide and expressly excludes all warranties whether implied by statute or otherwise in respect of any Products.
No Representations or Warranties
- Except as expressly provided in this Agreement and to the extent permitted by law, liability for all representations and warranties, whether implied, express or otherwise, are excluded.
- Except as expressly warranted above, CDM Plus does not warrant or make any representations:
- that the Products, Services or System are of merchantable quality, suitable for your use, or is fit for any other purpose or use;
- that operation of the System will be-uninterrupted or that the System is error-free;
- regarding the results of any use of the whole or any part of the Products, Services or System; or
- as to the accuracy, reliability or content of any data, information, service or goods obtained through any use of the whole or any part of the Products, Services or System.
- Where CDM Plus, as part of the supply of the Products and/or Services, or as a pre-requisite to the supply of the Products and/or Services, supplies or requires you to supply any goods or services which have been performed, produced, compiled, developed or manufactured by a third party, then:
- where CDM Plus or the third party has made known to you any additional terms and conditions, you must comply with those additional terms and conditions as they relate to such goods or services;
- CDM Plus makes no warranties in respect of such goods or services;
- CDM Plus will not be responsible for any defects in the goods or services; and
- CDM Plus will use reasonable endeavours to procure for you from relevant third parties the benefit of any standard warranties or defect liability periods normally attaching or applying to any such goods or services. However, CDM Plus will not be responsible for the substance of any such warranty or defect liability period and will not be responsible for negotiating any particular warranties on your behalf.
- Except as expressly provided above, and to the extent permitted by law, liability for all representations and warranties, whether implied, express or otherwise, are excluded.
- CDM Plus will be insured in respect of potential liability, loss or damage arising at common law or under any statute in respect of claims for property damage, personal injury, public liability, economic loss and professional indemnify relevant to the performance of CDM Plus’s obligations pursuant to this Agreement.
- As a minimum, CDM Plus will effect and maintain the following throughout the Term:
- medical malpractice insurance of at least $10,000,000 for any one occurrence or series of occurrences arising out of one event;
- public liability and product liability insurance of at least $20,000,000 for any one occurrence or series of occurrences arising out of one event; and
- workers compensation insurance in accordance with the requirements of the State of New South Wales.
- CDM Plus will, whenever reasonably requested in writing by you, provide you with a certificate of currency in respect of each insurance policy referred to above.
Term and Termination
- For Users of the CDM Plus Online Portal, this Agreement will commence on the date of purchase and will end at the expiry of the Term unless otherwise terminated by a party in accordance with this Agreement.
- CDM Plus may terminate this Agreement immediately by notice in writing if you:
- breach any provision of this Agreement and fail to remedy the breach within 30 days of receiving written notice of the breach; or
- suffer an Insolvency Event.
- Termination or expiry of this Agreement will not affect any accrued rights or liabilities of either party.
- Upon termination or expiration of this Agreement (whichever occurs first) you will immediately lose all access to the CDM Plus Online Portal, which will become inoperable.
- If any party is wholly or partially unable to perform its obligations because of a Force Majeure Event except for its obligation to pay money then:
- as soon as reasonably practicable after the Force Majeure Event arises, the party must notify the other party of the extent to which the notifying party is unable to perform its obligations; and
- that party’s obligation to perform will be suspended during the Force Majeure Event; and
- If a Force Majeure Event continues for over thirty (30) days, either party may elect to terminate this Agreement upon ten (10) days’ written notice to the other party.
- Except for instances requiring urgent interlocutory relief, in any dispute arising out of or in connection with this Agreement, you agree to first negotiate in good faith with a senior officer of CDM Plus to resolve it.
- If the dispute is not resolved by those negotiations within thirty (30) days, you agree that the matter may be referred to the Australian Commercial Dispute Centre Limited (ACDC) for resolution by mediation and if necessary, by arbitration in accordance with the Conciliation Rules of the ACDC.
- All notices which are required to be given under this Agreement will be in writing and will be sent to the address of the recipient as may be set out in a Proposal or such other address as the recipient may designate by notice given in accordance with this clause. Any notice may be delivered by hand, by pre-paid letter, facsimile or email. Any such notice will be deemed to have been served when delivered (if delivered by hand) or 48 hours after posting (except by pre-paid letter) or on transmission by the sender (if sent by facsimile) or upon receipt of delivery confirmation or “read receipt” by the sender (if sent by email).
- This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia.
- This Agreement overrides the provisions of any other documentation that CDM Plus may issue in relation to the Products, Services and the CDM Plus Online Portal.
- This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to its subject matter. No addition to or modification of any provision of this Agreement will be binding upon the parties unless made by written instrument signed by a duly authorised representative of both parties.
- You must not assign any rights or obligations under this Agreement without the prior written consent of CDM Plus. CDM Plus will provide its consent to an assignment if:
- you are selling the business to which this Agreement relates;
- the proposed assignee will become the new owner/operator of the business to which this Agreement relates;
- the proposed assignee enters into an agreement with CDM Plus on similar terms to this Agreement on or prior to the date of assignment; and
- you pay to CDM Plus all fees, costs and charges incurred by CDM Plus in connection with the assignment, including any fees payable by CDM Plus to any third party supplier for the assignment of related software licence or licences.
- Clauses (risk/title, IP, confidential info, privacy, dispute resolution) and this ‘General’ clause will survive the termination or expiry of the other provisions of this Agreement.
- CDM Plus may assign any rights or benefits under this Agreement without your prior written consent.
- No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement will prejudice or restrict the rights of that party, nor will any waiver of those rights operate as a waiver of any subsequent breach.
- Should any part of this Agreement be or become invalid, that part will be severed from this Agreement. Such invalidity will not affect the validity of the remaining provisions of the Agreement.