COPE Directory Practitioner Terms

Centre of Perinatal Excellence

COPE Directory Health Services Terms and Conditions

These COPE Directory Health Services Terms and Conditions (Terms & Conditions) apply to the provision by the Centre of Perinatal Excellence Ltd (ACN 165 215 449) (COPE, ‘us’ or ‘we’) of the “COPE Directory” available at [https://www.cope.org.au/getting-help/find-help/directory] (the Directory) and the Services, and the use of the Directory and Services by Health Services (and their Personnel, as applicable).

Capitalised terms have the meaning set out in this introductory text and clause 1.1 of these Terms & Conditions. References to ‘you’ or ‘your’ in these Terms & Conditions are references to Health Services and their Personnel, as applicable.

Any Health Service utilising or accessing the Services and/or the Directory is deemed to agree to these Terms & Conditions. If you are utilising or accessing the Services on behalf of your employer or another entity, you confirm you have full legal authority to bind your employer or applicable entity to these Terms & Conditions and the Agreement, and you agree to provide evidence of that full legal authority to COPE on request.

By clicking on the “Accept” button or accessing or otherwise using the Services and/or the Directory, you represent and warrant that you are duly authorised to enter into and bind the Health Service to the Terms & Conditions of this Agreement, and acknowledge and agree that all such use by the Health Service is subject to these Terms & Conditions. If you do not agree to these Terms & Conditions or are not authorised to bind the Health Service, then do not click the “Accept” button.

1    Definitions and interpretation

1.1    Unless the context otherwise indicates, whenever used in these Terms & Conditions: 

(1)    Agreement means the online registration pages or other COPE registration form that a Health Service completes to register for the Services including the information provided in them, any registration confirmation (including email or other online notification) prepared by COPE and provided to Health Service, and these Terms & Conditions.
(2)    Claims means in relation to any person, a damage, loss, cost (including legal costs), fine, penalty, expense or liability incurred by the person or a claim, action, proceeding or demand made against the person, however arising and whether present or future, fixed or unascertained, actual or contingent.
(3)    Commencement Date means the commencement date of the Agreement, being the date of the Health Service’s acceptance of these Terms & Conditions, whether by clicking on the “Accept” button, or completing a COPE registration form to register for the Services, or by accessing or otherwise using the Services and/or the Directory.
(4)    Community Support Organisation means an Organisation which provides community support which is not perinatal mental health treatment.
(5)    Confidential Information means all or any information concerning the business or affairs of a party, whether or not recorded in a material form, which is marked as being confidential or which, from its content or format, ought to reasonably be treated as being confidential and is not generally made available to the public. For the avoidance of doubt, Health Service Information is not considered Confidential Information.
(6)    Consumer means a person who requires or wishes to engage the services (including healthcare or related services) of the Health Service, and uses the Directory.
(7)    Directory means the COPE Directory available at https://www.cope.org.au/getting-help/find-help/directory which is an online resource developed to assist consumers, referring professionals, and agencies in identifying local services with a special focus on emotional and mental health during pregnancy and the postnatal period.
(8)    Fees means the fees for the Services describe by clause 5.
(9)    Health Service means an Individual Practitioner or Organisation (as the case may be), named in the Directory registration confirmation (including email or other online notification).
(10)    Health Service Information means information of any kind in respect of an Individual Practitioner or Organisation published or made available to COPE by the Health Service, collected by COPE from any available source at any time, or prepared by COPE to assist with the promotion of Health Service on the Directory including: 

(a)    the location (including distance from a post code that is entered into the search function by the Consumer), website, address, phone number, fax and email of the Individual Practitioner or Organisation; 
(b)    information regarding the Individual Practitioner or Organisation, including Australian Health Practitioner Regulation Agency registration details and appointment availability; 
(c)    practitioner profiles including medical specialties, experience, qualifications, languages spoken, consultation fees, modes of delivery and other general information relating to the Individual Practitioner or Organisation that may be of interest to a Consumer when considering whether to request an appointment with such Individual Practitioner or Organisation; and
(d)    any text, graphics, data, images, photographs, business, company or trade names, domain names, trade marks, logos of the Health Service. 

(11)    Individual Practitioner means an individual that is a provider of healthcare services (either as a sole practitioner or with other practitioners within an Organisation).
(12)    Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world and includes, without limitation, all rights in copyright (including future copyright and rights in the nature of or analogous to copyright), inventions (including patents), trade marks, irrespective of whether such rights are registered or capable of registration.
(13)    Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in any relevant jurisdiction and includes the common law and equity as applicable from time to time.
(14)    Organisation means a healthcare clinic, centre, practice, office or other organisation within which one or more individuals (including Individual Practitioners) provide healthcare services (which could be a sole practitioner or an entity or other association), and includes a Perinatal Organisation or a Community Support Organisation.
(15)    Perinatal Organisation means an Organisation which offers a dedicated perinatal service or that provides perinatal mental health assessment and treatment.
(16)    Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a material form or not. This includes, but is not limited to, names, addresses, contact details, medical histories, and appointment details of Consumers, as received by the Health Service from the Directory. For the purposes of this Agreement, Personal Information also includes "sensitive information" as defined under the Privacy Act 1988 (Cth).
(17)    Personnel means a party's employees, officers, directors, agents, volunteers and subcontractors.
(18)    Services means the inclusion of a Health Service in the Directory. 
(19)    Term means the period from the Commencement Date until termination of the Agreement in accordance with clause 10.

1.2    In this Agreement:

(1)    headings are for convenience only and do not affect the interpretation of this Agreement.
(2)    “including” and similar expressions are not words of limitation.
(3)    a reference to the singular includes the plural and references to the masculine include the feminine and vice versa.
(4)    where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
(5)    an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency.
(6)    a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute.
(7)    a reference to a document includes an amendment or supplement to, or replacement or novation of, that document.
(8)    a reference to a party to a document includes that party’s successors and permitted assignees.
(9)    all amounts payable under this Agreement are to be calculated and paid in the lawful currency of Australia.

2    Scope

2.1    This Agreement governs the arrangement between COPE and the Health Service under which:

(1)    subject to COPE accepting the Health Service’s application or request to use the Directory and Services, COPE will make available the Health Service Information to Consumers through the Directory; and
(2)    the Health Service agrees to pay the Fees described by clause 5.

2.2    Health Service acknowledges and agrees that, subject to COPE accepting the Health Service’s application or request to use the Directory and Services, COPE will make Health Service Information available to Consumers that may be of interest to a Consumer when considering whether to request an appointment with such Health Service.

2.3    The Health Service must review the profile prepared by COPE for the Health Service that is displayed on the Directory to ensure the profile is accurate. The Health Service must periodically review its profile on the Directory to ensure the profile remains up to date. If you wish to have any information amended or removed, you can notify COPE by contacting [email protected]. 

2.4    The Health Service is solely responsible for its provision of Health Service Information, healthcare services and managing its relationship with its patients (including a Consumer) including the collection of fees from Consumers. COPE is not a party to any dealings, arrangements, agreements or similar between the Health Service and Consumers and the Health Service must not purport to bind COPE in any way.

3    Health Service obligations

3.1    Health Service obligations

The Health Service must:

(1)    provide COPE with marketing material and other documentation as agreed with the Health Service to assist COPE with promotion of the Health Service on the Directory; 
(2)    conduct itself in a diligent and professional manner with the appropriate degree of skill and care when engaging with COPE and with Consumers;
(3)    obtain and maintain all licences, qualifications, permits, and certifications required for it to provide its services to patients; and provide COPE with copies on request; and
(4)    not do anything, or omit anything, which would damage the reputation of COPE in any way;
(5)    notify COPE of any changes to the Health Service’s licences, qualifications, permits, registrations, and certifications;
(6)    promptly contact each Consumer upon receiving an appointment request, as necessary, to provide services to such Consumer; and
(7)    notify COPE of any complaints relating to the Services received by the Health Service;
(8)    comply with all applicable Law in relation to its use of the Services;
(9)    notify COPE of any change in address, location, staffing or anything else that may impact the function or accuracy of the Directory;
(10)    maintain all insurance policies which a reasonably prudent healthcare provider in the Health Service's position would maintain, including “Professional Indemnity” (including medical negligence if required) and “Public Liability” insurance in relation to the services offered by the Health Service, and Cyber Insurance covering financial losses from cyber incidents;
(11)    maintain as confidential and keep secure all information regarding a Consumer and any other data received from COPE, and not disclose or use any information regarding a Consumer or any other data received from COPE other than for the purposes of this Agreement or the provision of the relevant healthcare services (except, in the case of information regarding a Consumer, with the consent of that Consumer);
(12)    comply with all applicable privacy and information Law and regulations so far as they relate to the Health Service's collection of Consumer Personal Information;
(13)    immediately notify COPE of any regulatory investigation, compliant or action relating to its advertising or listing on the Directory, or on other platforms where the Health Service advertises its services; 
(14)    notify COPE immediately of any unauthorised access of, or data breach relating to, the Services or the Directory; and
(15)    not treat Consumers who request appointments through the Directory differently to its other patients including by charging them additional fees that it does not charge its other patients.

3.2    Acceptable use policy

(1)    The Health Service may not use, or facilitate or allow others to use, the Services or the Directory:

(a)    for any illegal or fraudulent activity;
(b)    to violate the rights of others;
(c)    to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;
(d)    for any content or activity that promotes child sexual exploitation or abuse;
(e)    to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device; or
(f)    to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations ( “spam”).

(2)    We may investigate any suspected violation of this acceptable use policy, and remove or disable access to any content or resource that violates this policy. You agree to cooperate with us to remedy any violation.

(3)    When determining whether there has been a violation of this policy, we may consider your ability and willingness to comply with this policy.

3.3    Compliance with National Law Advertising Guidelines

(1)    The Health Service must at all times ensure full compliance with the advertising guidelines as set forth by:

(a)    the National Registration and Accreditation Scheme under the Health Practitioner Regulation National Law, as in force in each state and territory; and
(b)    all other applicable legislation, such as the Competition and Consumer Act 2010 (Cth), including Schedule 2 – The Australian Consumer Law, the Therapeutic Goods Act 1989 (Cth), Therapeutic Goods Regulations 1990 (Cth), and the Therapeutic Goods Advertising Code,
(the Advertising Guidelines).

(2)    The Health Service acknowledges and agrees that it is solely responsible for ensuring that the information in its listing on the Directory and all advertising and promotional materials, whether disseminated through the Services or Directory or otherwise, fully comply with the Advertising Guidelines.

(3)    COPE reserves the right, at its sole discretion, to investigate and remove any listings of Health Services from the Directory: 

(a)    that in the sole judgment of COPE, are found to be inconsistent with the Advertising Guidelines as stipulated in clause 3.3 of this Agreement, 
(b)    where directed to do so by law enforcement agencies or regulators; or
(c)    where continued publication may expose COPE to legal or reputational risk. 

COPE commits to undertaking such investigations in a fair and diligent manner, and the Health Service agrees to cooperate with COPE in any such investigations. Removal of listings under this clause will be conducted with the aim of ensuring compliance with legal obligations and maintaining the integrity of the Directory, without undue prejudice to the Health Service.

(4)    The Health Service hereby agrees to indemnify, defend, and hold harmless COPE, its Personnel, successors and assignees from and against any and all Claims arising from or in connection with:

(a)    the Health Service's failure to comply with the Advertising or this Agreement; and
(b)    any third party claim relating to the publication, promotion, or advertising of the Health Service’s information on the Directory. 

This indemnification obligation will survive the termination or expiry of this Agreement.

3.4    Compliance with Competition Laws

(1)    The Health Service represents and warrants that in its performance under this Agreement, it must comply with all applicable competition laws, regulations, and codes of practice including the Competition and Consumer Act 2010 (Cth) (Competition Laws). The Health Service further undertakes not to engage in any form of anti-competitive behaviour, including price-fixing, market sharing, or any other conduct that could infringe upon applicable Competition Laws.
(2)    The Health Service agrees to conduct its business in a manner that promotes fair competition and acknowledges that COPE is committed to complying with all applicable Competition Laws. The Health Service must promptly inform COPE if it becomes aware of any potential or actual breaches of Competition Laws in connection with the use of the Directory by the Health Service or any third party.
(3)    The Health Service will indemnify, defend, and hold harmless COPE, its Personnel, successors and assignees from and against any and all Claims, damages, liabilities, costs (including reasonable legal fees), and expenses arising from or in connection with any breach of this clause 3.4 or any violation of applicable Competition Laws by the Health Service, or any allegations thereof. This indemnity will survive the termination or expiry of this Agreement.
(4)    In the event that COPE suspects that the Health Service has engaged in conduct that is anti-competitive or violates applicable Competition Laws, COPE reserves the right to take any necessary steps to ensure compliance with Competition Laws, including reporting such conduct to the relevant authorities and terminating this Agreement in accordance with clause 10.

4    COPE rights and obligations

4.1    The Health Service Information published in the COPE Directory is provided by, and is the responsibility of the relevant Health Service or Individual Practitioner.  COPE acts solely as a publisher of Health Service Information in the ordinary course of its business and does not author, endorse, or verify the accuracy or legality of any Health Service Information. 

4.2    Subject to this clause 4, COPE will during the Term of this Agreement:

(1)    make available the Health Service Information to Consumers through the Directory, including modifying or improving the presentation of Health Service’s profile on the Directory acting under reasonable instruction from a Health Service; 
(2)    conduct itself in a diligent and professional manner with the appropriate degree of skill and care;
(3)    comply with all relevant Laws; and
(4)    handle Personal Information provided in accordance with its privacy policy available at https://www.cope.org.au/privacy-policy (as it may be amended from time-to-time).

4.3    COPE may, at any time, enhance and/or alter the functionality of the Directory at its sole discretion.  COPE will provide reasonable notice to the Health Service of any significant changes that may affect the Health Service's use of the Services, unless those changes are as a result of changes in Law, to implement security features, updates or upgrades or to improve the Consumer experience.  Notwithstanding the foregoing, if an enhancement or alteration of the functionality of the Directory adversely impacts the Health Service’s use of the Services, the Health Service may terminate this Agreement for convenience pursuant to clause 10.4. 

4.4    COPE in its absolute discretion reserves the right to: 

(1)    subject to clause 9.5(2)(a), accept or reject an application or request from a Health Service to use the Directory and Services;
(2)    modify or improve the presentation of a Health Service’s profile on the Directory and accept or reject any instruction from a Health Service in respect of such presentation of Health Service’s profile;
(3)    monitor a Health Service’s use of the Directory, through cookies and other means, for the purpose of:

(a)    enabling COPE to understand the way Health Services navigate the Directory and use the services available on it;
(b)    improving the experience of Health Services using the Directory;
(c)    ensuring that the Directory is functioning as intended;
(d)    ensuring that Health Services are complying with these Terms & Conditions; and
(e)    detecting any potential cybersecurity threats or vulnerabilities.

(4)    COPE is under no obligation to monitor, review, or verify the content provided by Health Services for publication on the Directory.  Any review or modification by COPE is undertaken solely at COPE’s discretion and does not create any obligation or liability on the part of COPE. 

5    Fees

5.1    COPE will not charge Health Services any Fees for the provision of the Services under this Agreement as at the Commencement Date. 

5.2    The parties acknowledge and agree that, even where no monetary payment is made by a Health Service to COPE, the mutual promises and obligations set out in this Agreement constitute sufficient consideration for the purposes of forming a legally binding and enforceable contract between the parties.
5.3    COPE reserves the right, at its sole discretion, to introduce or vary Fees for the Services in the future. Should COPE decide to do so, it must provide Health Services with written notice of such introduction or variation in accordance with clause 12.12 of this Agreement. Any such Fees will not take effect until the expiry of the notice period specified in clause 12.12. 
5.4    For the avoidance of doubt, any Fees introduced or varied in accordance with clause 5.3 will apply only prospectively and will not be charged in respect of any Services provided prior to the effective date of such introduction or variation.

6    Intellectual Property

6.1    COPE retains exclusive ownership and control of the Intellectual Property Rights in the Directory and the Services, including in all COPE know how, software, materials and methodologies used in providing or incorporated in the Services, which may incorporate any information, images and content provided by the Health Service to COPE under this agreement.  The Health Service retains all rights to pre-existing information, images and content provided to COPE.
6.2    Any feedback, comments, ideas, improvements, or suggestions (collectively, Feedback) provided by a Health Service to COPE with respect to the Directory and the Services becomes the sole and exclusive property of COPE. By submitting Feedback, the Health Service irrevocably assigns to COPE all of the Health Service’s right, title, and interest in and to the Feedback, including any intellectual property rights therein. COPE will be entitled to the unrestricted use and dissemination of this Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to the Health Service. You hereby waive any moral rights you may have in such Feedback and agree that you have no recourse against COPE for any alleged or actual infringement or misappropriation of any proprietary rights in your Feedback.
6.3    Health Service grants COPE a royalty-free licence to use, copy, reproduce, publish, modify, translate, adapt and otherwise exploit the Health Service Information for the purpose of providing the Services. 

7    Confidentiality

7.1    Each party must treat, and ensure that its personnel treat, as confidential, the Confidential Information of the other party.
7.2    The party who receives Confidential Information from the other party must not without the prior written consent of the other party:

(1)    use it except in performing its obligations under this Agreement or as otherwise specified in this Agreement; or
(2)    disclose it to any person except those of its personnel and then only to those personnel who need to know the same and who agree to be bound by these obligations of confidentiality,
except where:
(3)    disclosure is required by Law;
(4)    Confidential Information is in the public domain through no fault or action of the recipient or its personnel; or
(5)    Confidential Information was received by the recipient on a non-confidential basis from a third party who is entitled to disclose it.

8    Health Service obligations regarding account and data security

8.1    Security and unauthorised use of account

(1)    The Health Service is responsible for maintaining the confidentiality and security of its account login information, including usernames and passwords. The Health Service agrees to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) for its account.
(2)    The Health Service must take all reasonable steps to prevent unauthorised access to its account. This includes, but is not limited to, regularly reviewing account activity, ensuring that its computer system and network are secure, and not sharing account login details with others.
(3)    The Health Service must notify COPE immediately by contacting [email protected] if:

(a)    there is any actual, potential or perceived unauthorised use of its account or any other breach of security known to the Health Service;
(b)    the Health Service suspects that its account may have been compromised or that an unauthorised person may have access to its account; and
(c)    the Health Service suspects any unauthorised transaction or activity that could affect its account or the Services provided by COPE.

(4)    Upon receiving a notification from the Health Service regarding any suspicion or confirmation of unauthorised access or use of its account, COPE will take reasonable steps to assist the Health Service in securing its account. This may include, but is not limited to, temporary suspension of the account, assistance in changing account passwords, establishing a new account, and conducting an investigation into the unauthorised access or use.
(5)    The Health Service acknowledges that COPE is not liable for any loss or damage arising from the unauthorised use of its account. However, COPE will provide reasonable assistance to mitigate any potential or actual loss or damage resulting from such unauthorised use.
(6)    COPE reserves the right to suspend or terminate the Health Service's account if it believes that the account has been used in an unauthorised or fraudulent manner or that its security has been breached, in order to protect the Directory, other Health Services or Consumers.

8.2    Data security obligations

(1)    The Health Service acknowledges that it is responsible for the security of its systems and must establish, maintain, and enforce reasonable security controls for its IT systems. This may include: 

(a)    information technology environment computer and network security, and user access controls;
(b)    encryption of data at rest and in transit;
(c)    cybersecurity plans, processes, and risk mitigation strategies; and
(d)    physical security over paper and electronic data storage, 

(Data Security Measures) to protect the confidentiality, integrity, and availability of Personal Information of Consumers it receives into their information technology environment from the Directory. Such measures must be consistent with industry standards and will include, but not be limited to, secure data storage, data encryption, regular cybersecurity assessments, employee training, and incident response plans.

(2)    The Health Service agrees to promptly notify COPE of any breaches of security or unauthorised access to Personal Information of a Consumer(s) of which it becomes aware and must cooperate fully with COPE in any investigation or response to such incidents.
(3)    The Health Service must ensure that its Data Security Measures are reviewed and updated as necessary to address new and evolving security threats and vulnerabilities, at a minimum on an annual basis.

8.3    Liability for loss of Personal Information

(1)    The Health Service will be liable for any loss, theft, or unauthorised access or disclosure of Personal Information that occurs within its information technology environment (or the information technology environments of its third party providers and supply chain) or as a result of its failure to establish, maintain, or enforce the Data Security Measures in clause 8.2(1).
(2)    The Health Service agrees to indemnify, defend, and hold harmless COPE, its officers, directors, employees, contractors, agents, and affiliates, from and against any and all Claims arising out of or in connection with the loss, theft, or unauthorised access or disclosure of Personal Information and other Consumer data in its possession or under its control.
(3)    The obligations under this clause 8.3 will survive the termination or expiration of this Agreement for any reason.

9    Warranties, liabilities and indemnities

9.1    The Health Service represents and warrants to COPE that:

(1)    it is validly existing under the Law of its place of incorporation or registration;
(2)    it has the power to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated by this Agreement;
(3)    it has taken all necessary action to authorise its entry into and performance of this Agreement and to carry out the transactions contemplated by this Agreement;
(4)    the execution, delivery and performance by it of this Agreement (and any other agreement required to be entered into by it in connection with this Agreement) will not result in

(a)    a breach of, or constitute a default under, any agreement, arrangement, obligation of confidentiality, constitutional document or encumbrance to which it is party or by which it is bound; or
(b)    a breach of any Law or order, judgement or decree of any court, government agency or regulatory body;

(5)    all relevant Individual Practitioners are competent and/or professionally trained in the therapeutic services advertised and attributable to each Individual Practitioner; 
(6)    the information it has given to COPE in connection with the Health Service’s registration to the Directory or Services (including any forms, evidence or other documents provided as part of the registration process) and otherwise in connection with this Agreement is:

(a)    true, correct and complete in all material aspects; 
(b)    compliant with all applicable laws and guidelines; and 
(c)    not misleading (including through the omission of any information which is relevant to this Agreement);

(7)    it will promptly update COPE with any changes to its information, including practitioner qualifications, contact details, service offerings, and regulatory status, to ensure that the Directory remains accurate and current; and 
(8)    it will not misrepresent its services, qualifications, or any other information to consumer through the Directory.

9.2    Health Service acknowledges and agrees that COPE is:

(1)    relying on the warranties provided by the Health Service in this Agreement in publishing the Health Service Information; and
(2)    not a healthcare provider and is not liable in any respect for the care of a Consumer. As between the Health Service and COPE, the Health Service is solely responsible for the care of Consumers.

9.3    Health Service agrees to indemnify, defend and hold harmless COPE, its officers, directors, employees, contractors, agents, and affiliates, from and against any and all Claims arising out of or in connection with: 

(1)    any advice or treatment provided (or which Health Service failed to provide) by the Health Service to a Consumer; 
(2)    the Health Service's use of the Services; or
(3)    a breach of Law, a failure to maintain adequate Data Security Measures, or a breach of any terms of this Agreement.

9.4    COPE acknowledges that certain Laws imply terms, conditions or warranties into contracts for the supply of goods or services that cannot be excluded. Nothing in this Agreement is intended to exclude or unlawfully restrict the application of such Laws.
9.5    Subject to clauses 9.4, 9.6 and 9.7, COPE excludes to the fullest extent permitted by Law all rights, remedies, guarantees, conditions and warranties of or in favour of any Health Service or third party implied or imposed in respect of goods and services related to the Health Service's use of the Services and in particular:

(1)    COPE does not warrant that provision of the Services will be free of delays, uninterrupted, error free or free of viruses or bugs;
(2)    COPE will have no responsibility or liability for any loss or damage whatsoever: 

(a)    arising in connection with COPE rejecting (or accepting) an application or request from the Health Service to use the Directory and Services; or 
(b)    that a Health Service incurs as a result of any failure to backup data stored on its own systems, including data of appointments requested and Consumer records;

(3)    COPE will have no responsibility for any loss caused by the Health Service's negligence or the Health Service's breach of this Agreement; and
(4)    COPE does not guarantee the security of any information sent via the internet or other telecommunication or digital methods and is not responsible for any loss, corruption or interception of data which occurs outside of COPE’s digital systems (such as those which occur while being sent over the internet).

9.6    If any term, condition, warranty or guarantee is implied or imposed into this Agreement and cannot be excluded, then to the extent permitted by Law the liability of COPE for a breach of the implied term, condition, warranty or guarantee will be limited as determined by COPE in its sole discretion to:

(1)    in the case of goods, any one or more of the replacement of the goods or the supply of equivalent goods or the payment of the cost of replacing the goods or of acquiring equivalent goods; and
(2)    in the case of services, the supplying of the services again or the payment of the cost of having the services supplied again.

9.7    To the fullest extent permitted by Law:

(1)    each party excludes any and all liability for any economic, special, consequential or indirect loss or damage, or any loss of revenue, profits, opportunity, goodwill or business reputation whether arising in contract, tort (including negligence), statute or otherwise, and whether or not COPE was aware of the possibility of such loss or damage; and
(2)    where COPE does not charge a Fee (pursuant to clause 5), and subject to any Laws the application of which may not be lawfully excluded, COPE’s aggregate liability to a Health Service and any third party, for all Claims arising out of or in connection with this Agreement or the Services, in respect of all events that give rise to liability, will not exceed, and is expressly limited to $10,000; or,  
(3)    where COPE does charge a Fee (pursuant to clause 5), COPE’s aggregate liability to a Health Service and any third party, for all Claims related to this Agreement or the Services in each 12 month period from the start of this Agreement, is the amount of Fees paid under this Agreement during that 12 month period immediately preceding the event that gave rise to the Claim.

Any claim for liability under this Agreement must be made within 6 months of the party becoming aware of the relevant breach or other facts.  

9.8    Nothing in this Agreement excludes, restricts, or modifies any right or remedy conferred by law that cannot be excluded, restricted or modified. 

10    Term and Termination

10.1    The Agreement commences on the Commencement Date and will continue in effect until terminated pursuant to this clause 10.
10.2    There is a cooling off period of 2 days following the Commencement Date where the Health Service is entitled to terminate this Agreement with immediate effect, by providing written notice of termination to COPE. On receipt of written notice of termination, COPE will remove the Health Service from the Directory.
10.3    If the Health Service is in breach of this Agreement, COPE reserves the right to remove the Health Service from the Directory and cease allowing Consumers to request appointments with the Health Service on the Directory, until the breach has been remedied.
10.4    Each party may terminate this Agreement for convenience by providing 30 days’ written notice to the other party.
10.5    Where COPE charges a Fee pursuant to clause 5, Fees will be payable by the Health Service in respect of the Services provided up to the date of termination, which includes any notice period.
10.6    COPE may terminate this Agreement immediately by giving written notice to the Health Service if the Health Service:

(1)    commits a breach of this Agreement that cannot be remedied, or, having been given an opportunity to remedy in accordance with clause 10.3, the breach was not remedied to COPE’s reasonable satisfaction;
(2)    enters into receivership or liquidation; or
(3)    loses its relevant regulatory or other licence or authority to deliver the relevant healthcare services.

11    Notices

11.1    A notice or other communication connected with this Agreement (Notice) must be in writing and in English.
11.2    A Notice must be emailed to the recipient’s email address as set out in the COPE registration confirmation (includes email or other online notification) or as notified in writing from time to time.
11.3    Service of a Notice is deemed to have occurred, if sent by email – on the first day after it is sent, provided that the sender does not receive a message stating that delivery of the email has failed or the recipient is ‘out of the office’.

12    General

12.1    This Agreement contains all the terms and conditions agreed on by the parties. No oral agreements or representations will be valid or binding on the parties unless expressly contained in this Agreement or by a written amendment to this Agreement.
12.2    This Agreement may only be amended by agreement by both parties.
12.3    No term or condition in this Agreement will be deemed waived and no breach excused unless such waiver or excusal is in writing and signed by the affected party.
12.4    If any term or condition of this Agreement is found to be illegal or unenforceable, each such term or condition will be enforced only to the extent it is not illegal or unenforceable and all other Terms & Conditions and provisions of this Agreement will remain in full force and effect.
12.5    The provisions of clauses 6, 7, 11 and 12 survive termination or expiry of this Agreement.
12.6    This Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision of it or because that party relies on a provision of this Agreement to protect itself.
12.7    This Agreement is governed by the laws of the State of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in Victoria, Australia in connection with all matters concerning this Agreement.
12.8    Neither party may assign or novate its obligations under this Agreement without the prior written consent of the other party.
12.9    Notwithstanding clause 12.8, COPE may, at its sole discretion, assign or novate this Agreement in whole or in part to its related bodies corporate, by notice in writing to the Health Service.
12.10    Neither party is liable for any delay or failure to perform its obligations under this agreement if the delay or failure is due to any event beyond its reasonable control, including without limitation, natural disasters, acts of God, virus outbreaks, acts of government, changes in Law or regulations, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems, technical failures, or cyber attacks. The party affected by such an event will notify the other party as soon as reasonably possible and will use reasonable efforts to mitigate the effects of the event.
12.11    The use of the Directory by the Health Service is subject to the Terms of Use that apply to the use of and access to the Directory, and the Health Service agrees to comply with and be bound by those Terms of Use.
12.12    COPE may, at any time, vary this Health Service Agreement, including adding or varying any Fees and charges for the Services. COPE will provide the Health Service with at least 30 days' notice of any variation of these Terms & Conditions. A variation of terms takes effect on the date set out in the notice given by COPE. If the Health Service does not wish to continue to receive the Services after the variation of terms, then it may terminate this Agreement for convenience in accordance with clause 10.4. The Health Service's continued use of the Services or the Directory after the effective date of the variation of the Terms & Conditions will be deemed to constitute acceptance by the Health Service of such amendments. Any rights or liabilities arising prior to the effective date of any amendment to this Agreement will be unaffected by the variation of the Terms & Conditions.

Last Updated: July 2025