Ausmed Education Pty Ltd ABN 33 107 354 441

Terms and Conditions for Users

Last modified:  September 2023

Ausmed Education Pty Ltd ABN 33 107 354 441 (Ausmed/we/us) provides a cloud-based platform (Platform) available through the Ausmed Sites for users to access the Ausmed Products, whether on a paid or unpaid basis. 

In these terms and conditions, "you" or "User" means a Registered User, Authorised User or Subscriber who is the user of the Platform and/or App, as applicable. 

Ausmed will permit you to:

(a)   use the Platform, App and the Products, together comprising the software, information and intellectual property which are owned or licensed by Ausmed, in your capacity as a User; and

(b)   purchase Products through the Platform, in accordance with these terms and conditions together with each Addendum, as updated from time to time ("this agreement"). 

This agreement forms a binding legal agreement between you and Ausmed.  As a user of the Platform, you will at all times be bound by, and must abide by, this agreement. 

The terms of this agreement include website terms and conditions and Addendums which govern the supply of Products.  The Addendums form part of this agreement and, unless otherwise stated, in event of any inconsistency the Addendums have priority over these terms and conditions to the extent of the inconsistency only. 

We may add Addendums to this agreement from time to time as we see fit.  You will become bound by any new Addendums (or modified Addendums) from the earlier of the time that you indicate your agreement to the new or modified Addendum, or the time you commence using the relevant Product which is the subject of the Addendum.

If you are using the Platform on behalf of a User, then you agree that by using the Platform, you will be bound personally by this agreement, and that you will bind the User to this agreement as their agent (and you warrant that you have the capacity to agree to do so on behalf of the User).

Without limiting the way in which you may become bound by this agreement, you will be deemed to have accepted and will be bound by the terms and conditions of this agreement by signing a document agreeing to be bound by this agreement, by checking the "I agree to the Terms and Conditions" checkbox and/or clicking the "Sign Up" and "Get Started" button on the Website (or buttons or checkboxes with similar wording) to electronically indicate your acceptance of this agreement, or by proceeding with the purchase of or use of the Products.


Under New South Wales law, before supplying goods or services, a business must take reasonable steps to make customers aware of the substance and effect of terms or conditions that may substantially prejudice the interests of consumers. This includes at least the following terms which:

·       limit the liability of the supplier

·       provide that the customer is liable for damage to delivered goods

·       permit the supplier to provide data about the customer, or data provided by the customer, to a third party in a form that may enable the consumer to be identifiable by the third party.

·       require the consumer to pay an exit fee, a balloon payment, or other similar payment.

Please note that in the terms and conditions below, Ausmed limits its liability to you in respect of any breach or default of Ausmed or any failure of the Platform or Products.  Ausmed also limits its liability in respect of the provision of goods or services by a third party.

As further described below and in our privacy policy, Personal Information you provide us may be provided by us to third parties such as your employer or a payment provider. 

If you purchase any goods or services through the Platform, but terminate the provision of those goods or services at your own option, you may still be required to pay the applicable purchase price in full. 




1.1           Definitions

In this agreement the following words have the corresponding meaning:


has the meaning specified in clause 4.1


means an addendum to this agreement as added or updated from time to time

Authorised User

means an employee, consultant, contractor, agent or representative, of a Corporate Subscriber who has been given permission to access specified Products as determined by the Corporate Subscriber

Business Day

means a day which is not a Saturday, Sunday, bank holiday or public holiday in Melbourne, Victoria

Commencement Date

means the date that this agreement comes into effect and from which a Registered User creates an Account or an Individual Subscriber pays their Subscription Fee. For a Corporate Subscriber, the Commencement Date is specified on the Order Form (and if not specified then the Commencement Date will be the date that the Platform or Products are first used by the Corporate Subscriber or their Authorised Users).


means a documented expression of an opinion relating to Content which is subject to Ausmed’s Comment Engagement Policy

Comment Engagement Policy

means Ausmed’s Policy entitled Comment Engagement Policy updated from time to time which is available on the Website

Confidential Information

includes personal information about a User, sensitive information such as credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of either party, whether or not such information is reduced to a tangible form or marked in writing as 'confidential'


means all content and Modules, in any media type or format, published or available on the Platform from time to time (whether on a paid or unpaid basis)

Corporate LMS

means the Learning Management System component of our Platform which a Corporate Subscriber may access (but subject to them having purchased the relevant Product providing such access)

Corporate Subscriber

means an organisation or entity that has entered into an agreement with and been granted a licence by Ausmed to be provided with Products

Corporate Subscriber Licence

has the meaning specified in clause 2.2

Corporate Subscription

means a Subscription Product provided to a Corporate Subscriber


means continuous professional development

Free Products

means any Product that Ausmed makes available free of charge to a User from time to time

Individual Subscriber

means an individual User who signs up for one or more of the Products and has paid the relevant Subscription Fee for those Products

Individual Subscription

means a Subscription Product provided to an Individual Subscriber

Intellectual Property Rights

means all intellectual property rights of any kind whatsoever throughout the world including all present, future, registered or unregistered rights which subsist in copyright, trademarks, brand names, patents, inventions, designs, circuit layouts and plant breeders’ rights, together with the right to require that confidential information be kept confidential

Leaning Management System or LMS

has the meaning specified in clause 3.1(b)


has the meaning specified in clause 2.1


means malicious software developed by unfriendly sources that include, but are not limited to, theft of intellectual property, data theft, damaging software, destroying computer systems, and infringing privacy

Mobile App or App

means the ‘Ausmed CPD’ mobile application and any other mobile application released by Ausmed from time to time for download onto a mobile device or tablet computer


means any individual item of Ausmed Content, covering a specific topic, available on the Sites in any multimedia format including video, assessment, written or auditory formats

Order Form

means the legally binding document, whether in electronic or paper form, that contains the details of a purchase by a Subscriber of Products from Ausmed

Other Products

has the meaning specified in clause 3.1(f)

Payment Products

has the meaning specified in clause 3.1(e)

Personal Information

has the meaning specified in the Ausmed Privacy Policy


means the cloud-based platform available through the Sites for Users to access the Products, whether on a paid or unpaid basis


means any policy adopted by Ausmed and made available on a Site from time to time

Policy Management System

has the meaning specified in clause 3.1(c)

Privacy Policy

means Ausmed’s privacy policy updated from time to time which is available on the Website

Product Catalogue

means Ausmed’s Product Catalogue available on the Site which may be updated at any time


means the products (which may be updated at any time) listed in the Product Catalogue available on the Website and includes those Products described in clause 3.1

Registered User

means an individual who signs up for one or more of the Free Products, (but who is not, or does not become, an Individual Subscriber or Authorised User)

Related Bodies Corporate

has the meaning given to that term in the Corporations Act 2001 (Cth)


means any research or analytics conducted or undertaken by Ausmed through the Products or in relation to the information obtained by Ausmed from the Products


means the Mobile App, Website and Corporate LMS and any other Product that utilises internet connectivity


means either a Corporate Subscriber or an Individual Subscriber or both, as the context requires


means an Individual Subscription or a Corporate Subscription

Subscription Fee

means the amount charged by Ausmed for the Subscription

Subscription Process

means the Ausmed approved method through which a person becomes a Subscriber in respect of a Subscription

Subscription Product

means any of Ausmed’s web-based applications, tools, Products, and platformsthat a Subscriber orders in an Order Form, or that Ausmed otherwise makes available to Subscribers, on a subscription basis or periodic basis, and are developed, operated, and maintained by Ausmed, accessible via the Sites, or another designated URL, and any ancillary products and services that Ausmed may provide to Subscribers

Subscription Term

means the duration of a Subscription as specified in the relevant Order Form for a Subscriber.  Upon renewal of a Subscription, the Subscription Term will refer to the relevant renewal term (as further described in clauses 6.6 and 12.1)

Survey or Polls

means a survey or opinion poll conducted by Ausmed through Ausmed’s Products

Third Party Products

has the meaning specified in clause 3.1(d)


means any person who signs up for or accesses one or more of the Products, including Registered Users, Individual Subscribers, Corporate Subscribers or Authorised Users

User Content

has the meaning specified in clause 7.1


means an individual visiting a Site who has not become a User


has the meaning specified in paragraph 1.2(c) of Addendum B


means each of,,  and and such other URL including subdomains Ausmed may use from time to time including Ausmed’s Products available on those websites

1.2           Interpretation

In the interpretation of this agreement, unless the context otherwise requires:

(a)            headings and words in bold type are included for convenience only and do not affect interpretation;

(b)            the words "includes" or "including" mean "includes without limitation" or "including without limitation";

(c)            a reference to a word includes the singular and the plural of the word and vice versa;

(d)            a reference to a gender includes any gender;

(e)            if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

(f)             a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;

(g)            a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

(h)            a reference to a recital, clause, paragraph, schedule, annexure or other part is a reference to an item of that type in this agreement;

(i)              a reference to a party is a reference to a party to this agreement and includes a reference to that party’s successors, personal legal representatives and permitted assigns;

(j)              a reference to a statute or regulation or a provision of a statute or regulation includes a reference to that statute, regulation or provision as amended or replaced, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute; and

(k)            if an individual party to this agreement consists of two or more persons, then those persons are bound both jointly and severally.

2               Licence

2.1           Ausmed grants to each User an exclusive, non-transferable, revocable and location-specific licence (Licence) to access and use the Platform subject to the terms of this agreement, including payment of the relevant Subscription Fee (if any).  The Licence only takes effect at the time specified in clause 2.3 and terminates on the termination of this agreement.

2.2           If you are an Authorised User of a Corporate Subscriber, and that Corporate Subscriber has been separately granted a licence to use the Platform (Corporate Subscriber Licence) then you may also use the Platform in your capacity as an Authorised User. 

2.3           Your Licence commences on the date that you first use or create a user Account on the Platform and terminates at the earliest of the following:

(a)            for an Authorised User:

(i)              the Corporate Subscriber which you are associated with ceases to hold a Corporate Subscriber Licence or removes access your access to the Platform; or

(ii)             you cease to be associated with the Corporate Subscriber; or

(iii)            your Account is terminated by us or the Corporate Subscriber;

(b)            for an Individual User:

(i)              your Subscription Term is for a fixed term and that fixed term has expired; or

(ii)             your Subscription is not renewed; or

(c)            Ausmed terminates your Licence or your Account in accordance with this agreement.  Ausmed may do this at any time and for any reason in its sole and absolute discretion. 

2.4           Upon the commencement of your Licence, your use of the Platform is solely limited to accessing the Products which you have purchased from Ausmed, or which Ausmed has otherwise agreed to supply to you.  You must make no other use of the Platform. 

2.5           Ausmed may suspend your usage of the Platform at any time and for any reason in its sole and absolute discretion where separately provided under this agreement.

2.6           You may terminate your use of the Platform and the Products at any time via functionality in the Platform or by disabling or deleting your Account.  If you terminate a Subscription prior to the conclusion of its Subscription Term, then you will not be entitled to a refund of any Fees relating to the unused portion of your Subscription, apart from where expressly set out in this agreement. 

2.7           Ausmed may restrict the functionality of the Platform, or your access to parts of the Platform based on the subscription level, licence type, and fees payable.  Ausmed may also offer different functionality to you depending on the type of user you are.

2.8           All rights in and to the Platform which are not licensed to you under this agreement are strictly reserved by Ausmed.

3               THE PRODUCTS

3.1           Subject to the terms and conditions of this agreement, Ausmed may determine to provide you with one or more Products via the Platform.  The Products may include:

(a)            the usage of the Platform as contemplated by this agreement;

(b)            a software platform to allow organisations to create, upload, administer, allocate, document, track, report and deliver education and training to their personnel, including their Authorised Users (Learning Management System or LMS);

(c)            a software platform to allow organisations to manage the storage, organisation, maintenance and delivery of their internal policies to their personnel (Policy Management System);

(d)            goods and services provided by third parties via the Platform from time to time (Third Party Products);

(e)            processing of payments by you to make purchases via the Platform (Payment Products); and

(f)             other goods and services which Ausmed determines to offer via the Platform from time to time (Other Products).

3.2           Subject to the terms and conditions of this agreement, the provision of the Products which you purchase constitute Ausmed’s only obligation to you.

3.3           You acknowledge and agree that:

(a)            Ausmed has no responsibility for the delivery or quality of Third Party Products other than enabling you to purchase the Third Party Products.  You have no claim against Ausmed, and release and forever discharge Ausmed from, any breach, default or failure of delivery by the relevant third party of their Third Party Products; 

(b)            Payment Products may be provided by a third party payment processor on Ausmed’s behalf.  Ausmed’s role in this regard is to pass payment details through to the payment processor for the purposes of enabling you to purchase the relevant Products to which payment relates;

(c)            Third Party Products and Payment Products may have their own separate terms and conditions imposed on you by the provider of such goods and services.  Ausmed may require you to agree to those third party terms and conditions as a condition of using or purchasing the Third Party Products or Payment Products;

(d)            Other Products which Ausmed provides from time to time, may have their own separate terms and conditions.  You agree that Ausmed may require you to agree to those terms and conditions as a condition of purchasing and using the Other Products; and

(e)            Ausmed may modify the Products at any time, and discontinue any one or more of the Products (or part thereof) at any time. Ausmed may also restrict your use of some or all Products in accordance with the terms of this agreement.     

3.4           You acknowledge and agree that:

(a)            Ausmed does not guarantee that the Platform or Products will always be accurate, reliable, or error-free;

(b)            Ausmed is not liable and responsible if the device you use to access the Platform, Products does not support the Platform, Products and Ausmed is not responsible for any internet and telecommunication costs incurred as a result of the use of the Platform and Products; and

(c)            all Intellectual Property Rights, which subsist in the Platform, including any software, code, data, material, or information created by or on behalf of Ausmed and displayed or made available via the Platform are the exclusive property of AusmedorAusmed is licenced to use such intellectual property.  This does not however affect your rights in your User Content as provided under clause 7.1.

3.5           You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, code, Products obtained from or through the Platform. Additionally, you agree not to:

(a)            use the Platform or its contents for any commercial purpose, other than in your capacity as a User;

(b)            use another person's name, account, identity or password without permission, or use the Platform while impersonating another person;

(c)            access, monitor or copy any content or information of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without Ausmed’s express written permission;

(d)            violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;

(e)            take any action that imposes, or may impose, in Ausmed’s discretion, an unreasonable or disproportionately large load on its server infrastructure;

(f)             deep-link to any portion of the Platform for any purpose apart from where expressly permitted by this agreement;

(g)            attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Ausmed in connection with the Platform or the Products (except to the extent specifically permitted by law);

(h)            use the Platform in any way, including posting or uploading User Content:

(i)              that would cause a User or Ausmed to breach any law, regulation, rule, code or other legal obligation;

(ii)             that defames, harasses, threatens, menaces, offends or restricts any person;

(iii)            that is or could reasonably be considered to be obscene, inappropriate, defamatory, discarding, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy; or

(iv)           that would bring Ausmed, or the Sites, into disrepute;

(i)              interfere with or inhibit any Subscribers, Corporate Subscribers, Authorised Users or Visitors from using the Sites;

(j)              use the Sites to send unsolicited email messages;

(k)            attempt to or tamper with, hinder or modify the Sites, knowingly transmit viruses or other disabling features, or damage or interfere with the Sites, including but not limited to the use of trojan horses, viruses, or piracy or programming routines that may damage or interfere with the Sites;

(l)              advertise a User's or other person's products or services;

(m)           breach any of Ausmed’s Policies; or

(n)            facilitate or assist a third party to do any of the above acts.

3.6           Other than as expressly provided in this agreement, Ausmed does not accept any responsibility, and disclaims all and any liability for, any dispute between an Authorised User and a Corporate Subscriber or a User and their regulatory or registration body in connection with the Platform or any related supply of services.

4               CREATING AN ACCOUNT WITH Ausmed

4.1           Ausmed may require you to create an online account with Ausmed (Account) in order to use the Platform and some or all of the Products.  Ausmed may restrict the usage of the Platform and Products (or part thereof) for persons who do not have an Account.  Ausmed may, from time to time, amend or place restrictions on the requirements needed to create an Account.

4.2           If you create an Account with Ausmed then you acknowledge and agree:

(a)            you are at least 18 years of age;

(b)            if requested by Ausmed, to use your email address as your username, or alternatively your social media account, Google or Apple account for your login;

(c)            that the Account will be created using Ausmed’s online or sign up process, or any other method specified by Ausmed from time to time;

(d)            to keep confidential and secure any password used to access the Account;

(e)            that you warrant that all information provided by you to Ausmed in the setup of the Account is true and correct in every detail;

(f)             to immediately notify Ausmed of any unauthorised use of your Account and accept all risks of unauthorised access to your Account and the information you provide to Ausmed;

(g)            immediately notify Ausmed by using the "contact us" or "help"component on the Sites if you discover or otherwise suspect any security breaches related to the Sites or your Account;

(h)            your Account is personal to you, and you are responsible if you allow others to use it. Ausmed is not liable for any direct or indirect harm caused or related to the theft or misappropriation or disclosure of all or any portion of your Account access details, or your authorisation of anyone else to use your Account;

(i)              that you will only use the Account for the purposes of using the Products and/or purchasing Products, and for no other purpose;

(j)              to comply with Ausmed’s Policies and acknowledge that any breach of such Policies may result in your Subscription being suspended or terminated (for Authorised Users, this means the Corporate Subscription under which the Authorised User is associated); and

(k)            if you are an Authorised User, the Corporate Subscriber to which you are associated with may access and view your relevant personal details and other data including allocating CPD related activities to you, tracking your progress for professional development, training and other activities allocated to you by the Corporate Subscriber.

4.3           You acknowledge that Ausmed may offer different types of functionality to different Users depending on the type of Account they have set up (such as for example whether they are Registered User, an Authorised User or a Corporate Subscriber).

4.4           Ausmedmay in its sole discretion terminate or suspend your Account if in Ausmed’sreasonable opinion, you have not complied with a term of this agreement.

5               legal requirements for healthcare professionals and organisations

5.1           You agree that Ausmed’s sole role in providing the Products to healthcare professionals and organisations is to provide a technology platform for the purposes of providing you with the Products.  Ausmed is not responsible for the provision of healthcare services to you or by you and no information or materials provided on or through the Platform should be relied upon as the basis of healthcare services or advice.

5.2           Ausmed makes no warranty or representation that the Platform, its functionality, any Products, comply with the legal requirements for providing healthcare services.   

5.3           You are responsible for meeting all legal requirements in relation to the provision of healthcare services.  You agree that Ausmed has no responsibility for the provision of healthcare by you.  You release and forever discharge Ausmed from any and all liability or claim which you may make or intend to make against Ausmed in relation to your default, breach or negligence in the provision of healthcare services by you. 

5.4           You are solely responsible for determining the suitability of any of the Content and Products, and your reliance on any information that is provided through the Sites, Content or Products is at your own risk.

6               fees and charges

6.1           Fees which may be imposed

(a)            Ausmed may determine to impose usage fees, licence fees or other fees and charges (together "Fees") in relation to:

(i)              your use of the Platform;

(ii)             the use of additional functionality contained in the Platform over and above that which is provided on a free basis;

(iii)            the purchase of any Products through an Order Form or through the Sites by you; or

(iv)           payment processing fees which apply to the processing of any payments by you through the Platform. 

(b)            The amount of any Fees which you must pay will be determined by the Products you nominate and will either be set out in an Order Form, displayed in the Platform before you make a purchase or on the Sites from time to time.  Once you nominate a Subscription Product, you are obligated to remain subscribed to that Subscription Product for the duration of the Subscription Term.

(c)            The Subscription Fee will remain fixed for the Subscription Term unless the Subscriber:

(i)              exceeds any usage limitations as specified in the Products Catalogue, or the relevant Order Form;

(ii)             upgrades their Subscription Product; or,

(iii)            is informed otherwise in the relevant Order Form.

(d)            In the event a Subscriber exceeds any usage limitations on their use of a Product, they will be charged at the end of the calendar month according to the Products Catalogue, or the relevant Order Form (if provided for in that Order Form).

6.2           When and how Fees must be paid

(a)            Depending on the type of Products you purchase, the Fees must be paid as follows:

(i)              for an annual Subscription Term, an annual Subscription Fee for a twelve month Subscription as displayed on the Sites from time to time must be paid in full at the time of subscribing to the Subscription Products;

(ii)             for a quarterly Subscription Term, a quarterly fee as displayed on the Sites from time to time must be paid at the time of subscribing to the Subscription Products and each subsequent quarterly fee must be paid on the three-month anniversary of the payment of the initial quarterly fee; and

(iii)            for a monthly Subscription Term, a monthly fee as displayed on the Sites from time to time must be paid at the time of subscribing to the Subscription Products and each subsequent monthly fee must be paid on the monthly anniversary of the payment of the initial monthly fee.

(b)            Upon renewal of your Subscription Products’ Subscription Term, you will be asked to pay the applicable renewal Fee, for the new Subscription Term at the times indicated above. 

(c)            Fees must be paid using one of the methods of payment specified by Ausmed from time to time and nominated by you, which may, without limitation include credit card, PayPal, bank transfer or direct debit.

(d)            To the extent permitted by law, payments made in relation to annual, quarterly or monthly Subscription Terms, once paid, are not refundable.

6.3           Payment by Credit Card or Direct Debit

If you are a Subscriber paying by credit card or direct debit:

(a)            you will be required to provide an accurate, complete and current credit card or account detail to enable Ausmed to process that payment;

(b)            you warrant that you are authorised to use the credit card or provide account details to make the payment, that the payment will be honoured by the card issuer, or financial institution and you will maintain sufficient funds in the account to cover the Fees;

(c)            you authorise Ausmed to charge the relevant credit card or the nominated bank account for all Fees payable during the Subscription Term;

(d)            you further authorise Ausmed to use a third party to process payments, and consent to the disclosure of the relevant payment information to such third party;

(e)            if Ausmed does not receive/cannot deduct payment on the due date (as the case may be), you agree to pay all amounts due in arrears upon demand;

(f)             should the credit card expire during the term of the relevant nominated Subscription Term or the provided account details change, the Subscriber must inform Ausmed of their updated details. They may do this by navigating to the Account settings section on the Website, or by contacting Ausmed using the contact details on the Sites;

(g)            if any attempt to debit any Fees fails, Ausmed will make further attempts to debit so much of the Fee as is due; and

(h)            you agree to notifyAusmed of any billing problems and discrepancies with the provided credit card or account as soon as reasonably practicable and you must do so before the due date of your next Subscription Fee to ensure payment of the Subscription Fee can be made and your Subscription Product is uninterrupted.

6.4           Failure to Pay

If any Fees are unpaid, then without limitation the following action may be taken by Ausmed:

(a)            follow up procedures may ensue e.g. reprocessing your credit card or account, sending the Subscriber reminder emails or text messages, contacting the Subscriber by telephone; and/or

(b)            Ausmed may suspend Subscriber (including Authorised User for Corporate Subscribers) access to the subscription Products on the Sites until payment is made; and/or

(c)            access to the Subscription Product may be terminated, whether or not any of the steps in paragraphs (a) and (b) have first been attempted (see clause 12).

6.5           GST

(a)            In this clause:

(i)              GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth); and

(ii)             terms used in this clause 6.5 shall have the same meaning as in the GST Act.

(b)            Unless expressly specified to the contrary, all amounts payable under this agreement (consideration) by one party (payor) to the other (payee) have been expressed to be exclusive of GST.  The payor will, at the same time as paying the consideration to the payee, pay an additional amount on account of the GST, so that after deduction of GST, the payee receives no less than the amount of the consideration.

(c)            Where a party is required under this agreement to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party will be the sum of the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party, or to which the representative member for a GST group of which the other party is a member, is entitled.

6.6           Renewals

(a)            For Annual Subscriptions: Upon the expiry of your twelve-month Subscription Term, your annual Subscription Product will renew automatically for a further twelve month period unless you cancel your Subscription at least 1 day before the expiry of your twelve month Subscription Term (see clause 12.1).

(b)            For Quarterly Subscriptions: Where you have nominated the quarterly Subscription Term, you agree that your Subscription will continue on a three-monthly basis unless you cancel your Subscription at least 1 day before the expiry of your quarterly Subscription Term (see clause 12.1).

(c)            For Monthly Subscriptions: Where you have nominated the monthly Subscription Term you agree that your Subscription will continue on a month-by-month basis unless you cancel your Subscription at least 1 day before the expiry of your monthly Subscription Term (see clause 12.1).

(d)            Upon renewal, a Subscriber's Subscription Fees may automatically increase in line with CPI or any other changes to Ausmed's Products. The Subscriber will be notified of any changes to the relevant Subscription Fees at least 30 days prior to renewal.  If you do not agree to the Subscription Fee adjustment prior to the renewal, you may terminate your Subscription.

6.7           Upgrades

A Subscriber may upgrade their Subscription Product at any time.  To do this you must go through the applicable Subscription Process.  For Corporate Subscribers, you will need to complete an Order Form that specifies the details of the upgrade.  The upgrade will be subject to any new Subscription Fees and this agreement. 

6.8           Subscription Product Requests

Ausmed is not bound to accept a request to subscribe to the Subscription Products.  Ausmed will make an offer to provide a person or organisation with the Subscription Products upon issuing them with an order confirmation.  A person or organisation will be deemed to have accepted Ausmed's offer to become a Subscriber upon payment of the first instalment of the Subscription Fee for the Subscription Product nominated.

6.9           Existing Individual Subscriber – Conversion to Authorised User

If an Individual Subscriber has an existing annual Individual Subscription and they become an Authorised User (ie. they become an employee of or contractor to a Corporate Subscriber, or that Individual Subscriber’s employer or organisation or entity to whom they are contracted becomes a Corporate Subscriber), and the Individual’s annual Individual Subscription has more than 90 days of the Subscription Term remaining, then Ausmed will refund the proportion of the annual Subscription Fee that the Individual Subscriber will not use.  If an Individual Subscriber has less than 90 days of the Subscription Term of an annual Individual Subscription remaining, they will not be entitled to a refund.  

6.10         Refund rights for termination or suspension for no fault

(a)            If Ausmed suspends or terminates your use of the Platform due to a reason other than your breach or default under this agreement, or if you terminate this agreement under clause 15.2, and if you have pre-paid for Products not yet delivered as at the date of termination or suspension, then you should contact Ausmed to see whether you are entitled for a refund of the prepaid amount (or part thereof), which accords with the value of the Products not yet delivered (as reasonably determined by Ausmed), and which will not be delivered as a result of the suspension or termination.  

(b)            Apart from where required by law, and without limiting Ausmed’s rights, Ausmed may refuse to provide a refund under clause 6.10(a) where the reason for the termination or suspension is due to:

(i)              a breach of this agreement or a Third Party Product or any law by you;

(ii)             an act described in clause 13.8;

(iii)            Ausmed being required by a government agency to enact the suspension or termination; or

(iv)           Ausmed reasonably considers such termination or suspension is required to avoid Ausmed breaching any law. 

6.11         Payment for unused services when you terminate

If you terminate this agreement:

(a)            during any period which you are using a Subscription Product which is charged to you on a subscription basis or periodic basis; or

(b)            during any period of time Ausmed is otherwise delivering Products to you which you have previously ordered and agreed to pay Fees for (Incomplete Product),

then you agree to pay the full amount of the Fees chargeable in respect of the Subscription Product or Incomplete Product (as applicable), as if the Subscription Product had been provided for its full term or the Incomplete Product had been delivered in full. 

7               PROVIDING CONTENT in our platform AND YOUR DATA

7.1           You acknowledge that by submitting content to the Platform, you expressly grant an irrevocable, perpetual, exclusive, royalty-free, sub-licensable, assignable license to Ausmed and its affiliates to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content which you submit to the Platform:

(a)            including, without limitation, postings on the Platform, reviews that you submit in relation to any Content, Comments, policies, reflections, messages, commentary in forums or any suggestions or ideas, photos, images, videos, text, data, or any other work, item or thing you upload to or transmit through the Platform or provide to Ausmed in any form of media; and

(b)            excluding Personal Information which is dealt with in accordance with our Privacy Policy,

(User Content).

7.2           To the extent that you have any moral rights (as that term is defined in the Copyright Act 1968 (Cth)) in any User Content you provide to Ausmed, then you waive all such moral rights, and to the extent that such waiver is not possible, then you consent to Ausmed making all uses, edits and modifications of the User Content in its sole discretion, including, without limitation, as further described in this agreement.

7.3           You warrant that any User Content that you post, transmit or upload to the Platform will not infringe the Intellectual Property Rights or other rights of any person. 

7.4           You warrant that if any User Content submitted by you to the Platform reproduces the likeness or image of any person, that the person whose image or likeness is reproduced in that User Content, has provided their express consent to you, for their image or likeness to be published on the Platform.

7.5           You acknowledge and agree that:

(a)            the User Content is not confidential;

(b)            you are solely responsible for the User Content you post or transmit on the Platform and Ausmed disclaims all liability for User Content;

(c)            User Content must comply with our Comment Engagement Policy;

(d)            Ausmed may reproduce any User Content on the Platform and will determine in its discretion how it presents your User Content on the Platform;

(e)            Ausmed may make any modifications to the User Content in its sole and absolute discretion, before presenting that User Content on the Platform, and may remove any User Content;

(f)             Ausmed may determine whether or not to attribute the User Content to you, or remain silent on any attribution; and

(g)            if you are an Authorised User, the Corporate Subscriber with which you are associated may have access and view your User Content.

7.6           You agree that Ausmed is under no obligation to edit, monitor or control the User Content that is published to the Platform by you or another User, but Ausmed reserves the right to do so.

7.7           In relation to your data and User Content:

(a)            you acknowledge and agree that Ausmed is not liable for any loss of data including User Content stored within the Platform or in the Products as a result of an error or malfunction of the Sites;

(b)            you are encouraged to regularly back-up records and information to protect against unexpected loss.  Ausmed recommends that you do not use the Platform or Products as the sole repository of your information;

(c)            if you are a Corporate Subscriber:

(i)              you are responsible for your User Content and the use of such User Content by your Authorised Users;

(ii)             you are responsible for keeping records of the specific version of the Module and /or Content that an Authorised User was assigned or accessed via the LMS;  

(iii)            you are encouraged to regularly download and maintain all records of learning of their Authorised Users; and

(iv)           you acknowledge and agree that you are solely responsible for the collection and storage of these records;

(d)            if you are an Authorised User, you are responsible for keeping records of the specific version of the Module and /or Content that you have been assigned or accessed via the LMS.

7.8           You must export all of your data from your Account prior to termination if you require access to your data after termination of your Account.  Once a Subscription is terminated, Ausmed is, to the full extent permitted by law, under no obligation to retain or provide User data and Ausmed may not be able to retrieve User data or materials related to the terminated Subscription.

8               Survey, polls and research

8.1           From time to time, Ausmed may undertake Surveys, Polls or Research. 

8.2           The Surveys, Polls or Research, including the results of any Surveys, Polls or Research, are the property and Intellectual Property Rights of Ausmed and may be used and distributed by Ausmed for any purpose whatsoever.

8.3           A User may be permitted to participate in and (where available) view the results of Surveys, Polls or Research posted on the Sites but must not otherwise copy, reproduce, replicate or disseminate Surveys, Polls or the results thereof to any third party.

8.4           Except where Ausmed conducts de-identified analytics Research, Ausmed will seek User consent should Ausmed wish for a User to participate in any Research.

9               PRIVACY

By using the Platform or the Products, you agree to the terms of the Ausmed privacy policy.  A copy of our privacy policy may be viewed on our Website.

10             SECURITY

10.1         You acknowledge and agree that in using the Platform, including by uploading, entering or creating any Personal Information or User Content via the Platform, that:

(a)            Personal Information and User Content will be transmitted over the internet any other network used by the Platform, which may include transmission to servers located in other states or countries;

(b)            while Ausmed will take all reasonable security precautions, the transmission, upload, download, or storage of Personal Information and User Content via the Platform is not guaranteed to be, and may not be, secure;

(c)            transmitting, uploading, or downloading Personal Information and User Content via the Platform may render your systems vulnerable to viruses, Malware, or other forms of attack that are beyond the reasonable control of Ausmed; and

(d)            you are at all times responsible for the security of your own systems, and the security of the Personal Information and User Content (as applicable).

10.2         Ausmed will comply with any laws requiring Ausmed to notify any person of any notifiable data breach. Otherwise, to the maximum extent permitted by law, Ausmed will not be liable or responsible for protecting the security of Personal Information or User Content transmitted, uploaded, or downloaded via the Platform, or for any loss, cost, expense or damage suffered by a User as a result of any unauthorised access or use of the Personal Information, User Content or Ausmed’s systems.

11.1         Each party (a Recipient) agrees that the Confidential Information disclosed to it by another party (the Discloser) is confidential to the Discloser and must not be disclosed or used for any purpose other than for the purposes of, in the case of Ausmed, making the Platform and Products available to Users, and in the case of Users, accessing the Platform and using the Products.  Notwithstanding the forgoing a Recipient may disclose Confidential Information of a Discloser where:

(a)            the information disclosed is in the public domain (other than through a breach of confidentiality);

(b)            the information is required to be disclosed by law;

(c)            the information is received from a third party, except where there has been a breach of confidentiality;

(d)            the information is disclosed by the Recipient to their directors, employees or professional advisers who have a need to know the information in the course of their duties, and only under terms of strict confidentiality; or

(e)            in the case where Ausmed is the Recipient, the information is provided to a bona fide potential purchaser of any equity interest in Ausmed or a potential purchaser of the Ausmed business.

11.2         The above obligations are in addition to and not in substitution for any other obligation of confidentiality between the parties.


12.1         Term and Renewal

Unless an Order Form specifies a fixed term, or the Subscriber instructs Ausmed to terminate their Subscription Product, on each anniversary of the Commencement Date, the Subscription Term will automatically renew for the period of 12 months, or the initial length of their Subscription Term, whichever is shorter.

12.2         Suspension and Termination of Free Products

A Registered User's access to the Free Products may be suspended or terminated at any time at Ausmed’s discretion.

12.3         Termination

(a)            Either party may terminate a Subscription Product by providing notice to the other party at least one day prior to the next billing date or end of the Subscription Term.  Termination is effective at the end of the current Subscription Term.

(b)            Termination of a Subscription Product does not affect the rights and obligations of the parties which accrued prior to the termination.

(c)            Upon termination of a Subscription Product, a Corporate Subscriber remains liable for all Subscription Fees that would be incurred up until the expiry of the current Subscription Term, as per the Corporate Subscriber Order Form.

12.4         Suspension for Non-Payment

If any Fee is unpaid, then without limitation Ausmed may suspend or terminate a Subscriber’s access to a Subscription Product until payment is made.  If the payment is more than seven (7) days late, the relevant Subscriber’s Account may be terminated.

12.5         Suspension for Present Harm

Users must take reasonable steps to prevent cyberattacks. Such steps include using effective training, processes and tools; keeping software up-to-date; and, monitoring for and preventing phishing attacks.  If a User is the knowing victim of a cyberattack, they are obliged to immediately notify Ausmed of the breach and to provide as much information about the breach to enable Ausmed to initiate defensive actions.  Ausmed retains the right to suspend a User from using the Platform, its Products if it reasonably believes that a User's system is affected by malicious cyber activities that could cause harm to the Platform or Products.  Ausmed in its sole discretion, may determine that such suspension is temporary or permanent.

12.6         Suspension for Prohibited Acts

Ausmed may suspend or cancel access to the Platform or any or all of the Products without notice if a User:

(a)            uses a Product for any purpose in any manner other than as set out in in this agreement;

(b)            uses a Product in any manner that that could damage the reputation of Ausmed or the goodwill or other rights associated with the Content; or

(c)            permits any third party to use a Product other than as set out in this agreement.

12.7         Termination for Cause

Either party may terminate this agreement immediately by notice to the other party if:

(a)            the other party commits a material breach of this agreement which cannot be remedied;

(b)            the other party commits a material breach of this agreement which is capable of being remedied and fails to remedy the breach within 5 Business Days after receipt of a notice requiring it to do so;

(c)            an Insolvency Event occurs in relation to the other party; or

(d)            the other party ceases to carry on its business.

12.8         Effect of Termination

A User must stop accessing the Platform and using Products except for the Free Products once that User's account is terminated. If a User's Account was terminated for cause, then they may be permanently suspended from accessing the Platform and using the Products.  Nothing in this clause restricts Ausmed’s right to terminate a Registered User’s use of Free Products under clause 12.2. 

12.9         Authorised User - Removal from Corporate Subscription

(a)            A Corporate Subscriber may remove the access of an Authorised User at any time.

(b)            The record of Authorised User activity during their period of engagement with the Corporate Subscriber may be retained by the Corporate Subscriber according to the Corporate Subscriber’s own policies and agreements with the Authorised User.

(c)            If an Authorised User is removed from the Corporate Subscriber Account, the Authorised User will become a Registered User and will (subject to clause 12.2 and to their compliance with this agreement) still have access to the Free Products.  A User may at any time notify Ausmed that they are no longer employed by or contracted to a Corporate Subscriber and the User will then be removed from the Corporate Subscriber's Subscription. If a User wishes to retain access to the Products they will need to create an Individual Subscription with Ausmed (please visit the Website).

12.10      Authorised User and Ongoing Use of Ausmed Portfolio

If an Authorised User requires ongoing use of the Portfolio when they are no longer associated with a Corporate Subscriber, refer to the terms set out in Addendum E.


13.1         You acknowledge and agree that:

(a)            Ausmed is not a provider of health care services and is not liable to you or any other person in any respect of any healthcare advice or service that you may provide;

(b)            Ausmed has made no warranties that the Products will be error-free;

(c)            Ausmed is not liable for any Third Party Products;

(d)            Ausmed does not warrant or guarantee that in using our Products that you will experience positive outcomes with respect to your career or professional development or that you will achieve a particular outcome or result; and

(e)            the opinions expressed by guests, experts, or Users of the Ausmed Sites are those of the relevant guest, expert, or User and Ausmed does not endorse or accept responsibility for such opinions. 

13.2         While Ausmed uses reasonable endeavours to ensure that all Content provided through the Products is complete and accurate at the time of publication, we accept no responsibility for any error, omission or defects contained in the Content or in the Products.

13.3         The Content provided through the Platform and Products is for general educational and informative purposes only. The Content is not diagnostic or prescriptive and does not replace the service or advice of a qualified healthcare professional. In providing the Content, Ausmed does not purport to give any medical advice and is not qualified to do so.  While Ausmed takes every care to ensure the accuracy of the professional, clinical and technical components of the Content, it accepts no responsibility for any loss or damage suffered by any person, including a User, as a result of following the procedures described or acting on information set out in the Content. To the extent permitted by law, Ausmed and the performers featured in audio-visual Content and authors of written Content expressly disclaim responsibility for, and liability in respect of, the accuracy of the information contained in the Content.

13.4         While every effort is taken to develop the Content in line with the best-available evidence, you must always refer to relevant laws in your jurisdiction and consult your local policy and procedure for the most applicable information relevant to your specific practice.  You are responsible for ensuring that your use of the Content complies with all applicable laws, regulations, and industry standards.

13.5         Users of the Content are solely responsible for independently verifying the accuracy, reliability, and applicability of the information provided.  Users are encouraged to exercise caution, critical judgment, and discretion when relying on the Content provided by Ausmed.  Users should undertake their own research as needed.

13.6         Subject to User’s rights under Australian Consumer Law, Ausmed makes no representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of the Content provided.  All Content is provided "as is" and "as available" without any warranty or guarantee of any kind.

13.7         Ausmed does not warrant the accuracy of information provided by any third party and accepts no liability for any loss or damage which you may suffer in reliance on it.  If you access another site via clicking on a link contained in or on our Sites, then the terms and conditions applicable to that site govern your use of it and Ausmed does not warrant the accuracy of information provided on the third party site and accepts no liability for any loss or damage which you may suffer in reliance on it.

13.8         You agree that Ausmed will not be liable or responsible for any failure in, or delay to, the provision of the Products or the Platform or in Ausmed complying with its obligations under this agreement where such failure or delay has arisen as a direct or indirect result of:

(a)            epidemic, pandemic, fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;

(b)            denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;

(c)            a significant demand being placed on telecommunications infrastructure, or on Ausmed’s services, which is above the usual level of demand and which results in a failure of Ausmed’s software and hardware to function correctly or in a timely manner;

(d)            the failure of any third party to fulfil any obligations to Ausmed; or

(e)            any other circumstances or event similar to the above which is beyond the reasonable control of Ausmed.

13.9         If an event listed in clause 13.8 has occurred and as a result Ausmed is delayed from performing its obligations for a period of at least 2 months, Ausmed may terminate this agreement by giving you 5 Business Days' notice in writing.

13.10      To the extent permitted by law, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under this agreement. However, if a supply under this agreement is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law (contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time), nothing contained in this agreement excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law, provided that, to the extent that the Australian Consumer Law permits us to limit our liability, then Ausmed’s liability is limited to:

(a)            in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and

(b)            in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired,

and except in the case of a major failure (as that term is defined in the Australian Consumer Law), Ausmed can elect as between the remedies set out in paragraphs 13.10(a) and 13.10(b).

13.11      Subject to clause 13.10, and to the extent permitted by law, Ausmed’s liability to you arising directly or indirectly under or in connection with this agreement or otherwise in connection with or in any way relating to the Platform or any Products, and whether arising under any indemnity, statute, in tort (for negligence or otherwise) or on any other basis in law or equity, is limited as follows:

(a)            Ausmed excludes all liability for loss resulting from use of or access to, or any inability to use or access the Sites and Products, loss from reliance on the Content, loss resulting from the delayed supply of a Product, loss resulting from a User’s inability to validly claim CPD hours/points, loss resulting from a User’s inability to validly meet audit requirements, interruption of business, loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data, loss of anticipated savings or benefits, or any indirect, consequential or special loss, damage, cost or expense or other claims for consequential compensation, incurred by or awarded against you under or in any way connected with this agreement or otherwise in connection with or in any way relating to the Platform or any Product; and

(b)            Ausmed’s total aggregate liability under or in any way connected with this agreement or otherwise in connection with or in any way relating to the Platform or any Product, is otherwise limited to the greater of:

(i)              AUD10.00; or

(ii)             the total Fees you have paid to us for the Products in the preceding Subscription Term that are the subject of the relevant claim.

14             INDEMNITY

14.1         You agree to indemnify Ausmed and its officers, directors, employees, contractors and agents for and pay to Ausmed on demand the amount of all losses, costs, charges, damages, expenses and other liabilities incurred in connection with any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal and other professional costs on a full indemnity basis, resulting directly or indirectly from:

(a)            your breach of this agreement;

(b)            your misuse of the Platform or Products;

(c)            anything that you post or transmit through the Platform or Products including your User Content;

(d)            your breach of any law or third party right; and

(e)            any information you have provided to us that is not accurate, up to date or complete or is misleading or a misrepresentation.

14.2        You agree to co-operate with Ausmed (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Platform or Products including but not limited to disputes, complaints, investigations or litigation that arise out of or related to incorrect information that you have given us.

14.3         This clause will survive the termination of this agreement.

15             amendments

15.1         Ausmed reserves the right to revise and amend this agreement in its discretion, as follows:

(a)            if Ausmed considers that the change is likely to benefit you or have a neutral or minor detrimental impact on you, it may make any changes immediately without notifying you except by publishing the amended agreement (as applicable) on the Sites; and

(b)            if Ausmed considers that the change is likely to have a significant detrimental impact on you, it will make the change after it has notified you of the change (solely by using the email address you have provided) and will display a notice on the Sites describing the change.

15.2         Your continued use of the Platform after an amendment will mean that you agree to that amendment. You must stop using the Platform if you do not agree to an amendment.  If you do cease all use of the Platform due to your disagreement with an amendment, then you should contact Ausmed to see if you are entitled to a refund of any Fees for unused Products.

16             general clauses

16.1         Any notice given under this agreement must be in writing and must be signed by the party giving the notice, or alternatively must be given via functionality contained in the Platform. Unless a later time is specified in a notice, the notice takes effect from the time it is received. A notice is taken to be received:

(a)            in the case of a notice delivered by hand, when so delivered;

(b)            in the case of a notice sent by pre-paid express post, on the third clear Business Day after the date of posting;

(c)            in the case of a notice sent by email, at the time that the email is sent, unless the sender receives a notification that the email was delayed or not received; or

(d)            in the case of a notice sent via functionality contained in the Platform, at the time the notice was sent,

but if the effect of paragraphs (a) - (d) above is that a notice is taken to have been received before 9:00am or after 5:00pm on a day which is not a Business Day, then the notice is taken to have been received at 9:00am of the next Business Day.

16.2         Neither party is the partner, agent, employee or representative of any other party and neither party has the power to incur any obligations on behalf of any other party.

16.3         There are no other representations, promises, warranties, covenants or undertakings between the parties and this agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.

16.4         A provision of or a right created under this agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this agreement.

16.5         If any provision of this agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this agreement to the extent that the invalid or unenforceable provision will be treated as severed from this agreement.

16.6         You must not assign or novate any of your rights or obligations under this agreement. You agree that Ausmed may however assign or novate this agreement at any time, with or without notice to you.

16.7         The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this agreement or part of it.

16.8         You acknowledge and agree that Ausmed enters into this agreement on its own behalf and also as agent and trustee for each of its Related Bodies Corporates.  This agency arrangement only applies to the extent necessary for Ausmed’s Related Bodies Corporates to take the benefit of, and enforce, this agreement.

16.9         This agreement will be construed in accordance with and will be governed by the laws in force in the State of Victoria, Australia. Each of the parties irrevocably submits to and accepts the exclusive jurisdiction of any of the Courts of the State of Victoria, Australia or the Commonwealth of Australia and any courts of appeal from these courts.


1               Application

1.1           This Addendum sets out additional terms only applicable to Corporate Subscribers.

1.2           In this Addendum, the following terms are defined as:

(a)            Corporate Subscriber Content means any material whatsoever, or information including policies and procedures, that are uploaded to the Sites by the Corporate Subscriber; and

(b)            Tax Invoice has the meaning given in the GST Act.

(c)            GST Actmeansthe A New Tax System (Goods and Services Tax) Act 1999 (Cth).


2.1           Invoice Payments

Invoice payments are only available to Corporate Subscribers on approval from Ausmed.  If a Corporate Subscriber is paying by Tax Invoice, Ausmed will invoice according to the agreed terms stated in the relevant Order Form.  All amounts invoiced are due and payable within seven (7) days from the date of the invoice, unless otherwise specified in the Order Form.

2.2           Payment in Arrears for Corporate Subscribers

(a)            Only approved Corporate Subscribers may pay in arrears. This will be specified in your Order Form.

(b)            In the event a Corporate Subscriber is approved to pay in arrears, the Fee will be charged on the 1st day of the calendar month on which their Subscription Fees are due (or pro-rata thereof, if this agreement commences on a day other than the 1st of the month). Payments will be due within 7 days of receiving the relevant Tax Invoice or such other period specified in the Order Form.

(c)            If payment is not received within this period, then without limiting any other remedy of Ausmed, the Corporate Subscriber may be required to pay interest on the portion of the overdue Subscription Fee calculated at the rate which is 2% above the 90 day Bank Bill Swap Reference Rate (Average Bid), as first published in the Australian Financial Review after the due date, with interest to accrue from the 1st day of the month to the day immediately before the actual date of payment, calculated daily on the basis of a 365 day year and capitalised monthly.


3.1           Each Corporate Subscriber grants to Ausmed a non-exclusive, worldwide, non-transferable, licence to make the Corporate Subscriber Content available to that Corporate Subscriber's Authorised Users on the Sites during the term of this agreement.

3.2           Ausmed takes no responsibility for the Corporate Subscriber Content, including but not limited to, policies and procedures, educational articles, videos, or courses and is not liable in any way in respect of the Corporate Subscriber Content. 

3.3           Ausmed does not control or monitor Corporate Subscriber Content, or Authorised User use of Corporate Subscriber Content.

3.4           The Corporate Subscriber warrants it has either the sole ownership of, or is the licensor or licensee with a right to sub-license the Corporate Subscriber Content provided to Ausmed (including, but not limited to: the right to sell, transmit, copy, and reproduce the Corporate Subscriber Content). 

3.5           Upon termination of this agreement, the Corporate Subscriber Content will be removed from the Sites.

3.6           The Corporate Subscriber indemnifies Ausmed and will pay to Ausmed the amount of any loss or costs incurred or suffered by Ausmed as a result of the Corporate Subscriber breaching the Intellectual Property rights of any other person or organisation in respect of anything contained in the Corporate Subscriber Content.  

4               Publicity & Corporate Accounts

The Corporate Subscriber agrees that Ausmed may use the Corporate Subscriber's name and logo for the following limited purposes:

(a)            to display the Corporate Subscriber's name and logo when an Authorised User enters the Sites (eg. "Access provided by [Corporate Subscriber name and logo]"); and

(b)            to publicly list the Corporate Subscriber's name and logo on the Sites, indicating that they are a Corporate Subscriber.






Addendum B – Ausmed Library™ Addendum

1               Application

1.1           This Addendum sets out terms which apply to use of Ausmed Library.

1.2           In this Addendum, the following terms are defined as:

(a)            Library means the Content and Modules available on our Websites or made available via third party streaming services or SCORM objects as specified in the Subscription Process and/or Order Form;

(b)            SCORM means Sharable Content Object Reference Model; and

(c)            Webinar means Content in the form of video learning activities, online lectures and videos which form part of the Library Content.

2               Purpose of AUSMED LIBRARY Content

2.1           The Ausmed LibraryContent is provided for general information and educational purposes only, to assist Users in satisfying their CPD requirements.  Ausmed accepts no liability for the performance and execution of any User's work duties or professional skills.

2.2           The Content available through Ausmed Library™ does not constitute medical, health, wellness or nutritional advice nor consultation and should not at any time be considered a replacement for the services or advice of a qualified health professional engaging in the provision of evidence-based care within a specific context.  The opinions expressed by guests, experts, or Users of the Sites are those of the relevant guest, expert, or User and Ausmed does not endorse or accept responsibility for such opinions.  The information and material available through the Ausmed Library™ is general in nature and does not take into account the circumstances, physical wellbeing, mental status or medical requirements of a particular person, which are factors relevant to the correct diagnosis and treatment of any health condition.  Ausmed expressly advises that Users must not disregard, or advise others to disregard, medical advice or delay seeking it because of the Content available through the Ausmed Library™.

3               Use of the AUSMED LIBRARY™ PRODUCT

3.1           The Ausmed LibraryContent available to:

(a)            a Registered User is the limited Content made available by Ausmed on an unpaid basis;

(b)            an Individual Subscriber is as nominated by the Individual Subscriber at the time of subscribing; and

(c)            a Corporate Subscriber and their Authorised Users is specified in the Corporate Subscriber's Order Form.

3.2           A User's ability to access, view and use Library Content is subject to the User's operating system or device having the capability to download or view (as the case may be) the Library Content in its uploaded format, subject always to the User's access rights.

3.3           A User may not use any automated scripts or "robots" to access, copy, or manipulate any Library Content.

3.4           Unless otherwise specified in an Order Form, a User can only access the Library Content via the Sites.

3.5           The following conditions apply to the use of Library Content available in different media on the Sites (e.g. video learning activities, online lectures and videos):

(a)            any right to access, view and stream Webinars is for the specific User's prescribed or personal use only and for no other purposes;

(b)            Users must not reproduce, make copies of, or distribute to third parties all or any part of the Webinars, any tools, support materials, templates or Content associated with the Webinars including but not limited to self-evaluation tools;

(c)            Users must not make or attempt to make any modifications, alterations or changes to the Webinars, whatsoever;

(d)            Users must not pass the Webinars off as their own Intellectual Property; and

(e)            where Ausmed posts written articles on the Sites, such articles are sourced and distributed by Ausmed but are the works of their respective authors.

3.6           In addition to the right to view audio visual Content including videos and Webinars, Users have the right to make the audio visual Content available for viewing by a group or groups who they are teaching or educating.  Whilst the number of people within the group is not limited, the ability to reuse information contained in the audio visual Content is limited. Users are not permitted to make any alterations to the audio visual Content whatsoever. Nor are Users permitted to pass the audio visual Content off as their own intellectual property.  Users must leave all Ausmed recognition on the audio visual Content and must maintain the authorship and attribution as it is presented.

4               SCORM-based Access to AUSMED LIBRARY™ Content

4.1           Ausmed will deliver the Ausmed Library Content as specified in the Order Form.  

4.2           If the Ausmed Content Library is delivered via SCORM files, Ausmed will provide to the Corporate Subscriber a web-interface to:

(a)            enable the Corporate Subscriber to download Modules from the Ausmed Library Content in the SCORM format.  Ausmed will permit the Corporate Subscriber to upload the SCORM file(s) into the Corporate Subscriber’s system (e.g. a Learning Management System). This system may be Ausmed’s proprietary LMS.

(b)            identify Modules that have been superseded, replaced, are expiring, or that require unpublishing in the Corporate Subscriber’s LMS, so that the Corporate Subscriber can make the necessary updates to their LMS;

(c)            identify Modules that have been removed from the Ausmed Library Content, so that the Corporate Subscriber can make the necessary updates to their LMS; and

(d)            notify the Corporate Subscriber when new Modules have been added to the Ausmed Library Content so that the Corporate Subscriber can make arrangements for their selected Modules to be uploaded into their LMS.  

4.3           The Corporate Subscriber will maintain appropriate controls, including login and secure password access, for its LMS and system to prevent persons other than the Authorised Users from accessing the Modules.

4.4           The Corporate Subscriber will provide evidence to Ausmed, upon request, to verify compliance with clause 4.3 of this Addendum.  A breach of clause 4.3 will entitle Ausmed to immediately (in its sole discretion) suspend or terminate access to Ausmed Library.

4.5           The Corporate Subscriber must provide Ausmed with access to its LMS and system for the purposes of verifying SCORM file integration, debugging and other testing purposes.      

4.6           Ausmed will use its reasonable endeavours to assist the Corporate Subscriber to maintain interoperability between the Ausmed Library and the Corporate Subscriber’s LMS and system for the Subscription Term.  However, Ausmed makes no warranty about the continued interoperability between the Ausmed Library and the Corporate Subscriber’s system.

5               SCORM - Usability and Efficacy of Content

5.1           Ausmed will use its reasonable endeavours to maintain and update remotely (via the Ausmed Cloud) the Ausmed Library Content at all times.  Ausmed will make all reasonable efforts to ensure the Modules contained within the Ausmed Library accurately reflect best practice standards, guidelines and evidence.

5.2           Ausmed does not warrant that the functions contained in any Modules available through the Ausmed Library will be error-free, that any defects will be corrected and that the servers which store and transmit material to the Corporate Subscriber are free of Malware or any other harmful components.

5.3           The Corporate Subscriber must only make the Modules from the Ausmed Library available to the Authorised Users for educational and continuous professional development purposes. The Corporate Subscriber must not use the Modules for any other purposes and must not sub-licence the Modules or make the Modules available to any other person, entity or organisation.

6               SCORM - Restrictions of Use

The Corporate Subscriber must not allow a SCORM file to remain accessible to its Authorised Users after the date upon which the Module on that SCORM file is stated to be expired, or if Ausmed has notified the Corporate Subscriber (through the web-interface or otherwise) that the particular Module must be removed.






Addendum c – Ausmed LMS™ Addendum

1               Application

1.1           This Addendum sets out terms which apply to use of Ausmed LMS.

1.2           If there are additional terms which apply to the Ausmed LMS, we will update this Addendum C.



Addendum d – Ausmed Policy Management System™ Addendum

1               Application

1.1           This Addendum sets out terms which apply to use of Ausmed Policy Management System™.

1.2           In this Addendum, the following terms are defined as:

Ausmed’s Policy Management System means the policy management system that Ausmed will make available to the Corporate Subscriber on the terms set out in this agreement, this Addendum, as well as any terms agreed to in the Order Form.

2               Purpose of the Policy Management System

Ausmed’s Policy Management System provides a software platform to assist in storing, organising, and maintaining the Corporate Subscriber’s policies as well as tracking, reporting and delivering Corporate Subscriber policies to Authorised Users.

3               Use of ausmed Policy Management System Product

Corporate Subscribers agree:

(a)            not to access the Policy Management System without authority;

(b)            to access the Policy Management System solely for internal business operations;

(c)            to provide access to Authorised Users up to the limit set forth in the Order Form; and

(d)            to only access the Policy Management System during the Subscription Term.

Addendum E – Ausmed Portfolio™ Addendum

1               application

1.1           This Addendum sets out terms which apply to use of Ausmed Portfolio™.

1.2           In this Addendum, the following terms are defined as:

Portfolio means a collection of material which may include but not be limited to: identifying information (e.g. name, email, telephone number, professional designation and status), learning plans, learning goals, reflections on activities, learning activities, reports, other data, other documented information that represents an individual’s professional activities and or records.

2               Purpose

The Ausmed Portfolio enables you to conduct a range of activities that includes organising and storing your professional regulatory requirements.

3               Use of Product

3.1           Users agree that their access to and use of the Portfolio is subject to the level of access that User has to the Sites.

3.2           All personal information recorded in the Portfolio shall be held by Ausmed in accordance with this Addendum and Ausmed's Privacy Policy.

4               Authorised Users

4.1           Corporate Subscribers may access and view an Authorised User’s Portfolio and relevant personal details, including their Personal Information, for the period during which the Authorised User has been or is an employee of or contractor to the Corporate Subscriber.

4.2           The Corporate Subscriber will be able to access reflections entered on the Sites by the Authorised User (during the period of their employment or affiliation with the Corporate Subscriber) on an aggregate (non-identified) basis.

4.3           A User may at any time notify Ausmed that they wish to cease the Corporate Subscriber's access to that User's Portfolio or that they are no longer employed by or contracted to a Corporate Subscriber.  The User will then cease to be an Authorised User in respect of that Corporate Subscriber. If a User wishes to retain access to the paid Products, they will need to enter into an Individual Subscription.

5               Accessibility and Privacy

5.1           An Individual Subscriber's Portfolio is private to that User and only they can access their own Portfolio.

5.2           An Authorised User's Portfolio may be accessed by the Corporate Subscriber in respect of which that Authorised User is affiliated.

5.3           For details of how Ausmed handles User Personal Information please read Ausmed's Privacy Policy.

6               No Validation of CPD

6.1           Use of the Portfolio to record CPD hours/points does not validate any CPD hours/points recorded.

6.2           Ausmed provides the Portfolio as a tool only for User convenience.  Users are solely responsible for validating their accrued CPD hours/points and to ensure that such CPD hours/points meets the requirements of their continuing professional development requirements under any applicable law or rules set by any regulatory body in the relevant jurisdiction.

7               Deletion of Portfolio

A User's professional information, data and records (including their Personal Information) are deleted when the User’s Account is terminated.

8               Notifications

Users acknowledge and agree that we may send Users email notifications about forthcoming educational programs and activities run by Ausmed that might enable Users to accrue CPD hours/points.  Users may opt-out of receiving such information at any time by using the "unsubscribe" link contained in Ausmed notifications.