Confidentiality and External Access Terms and Conditions

This agreement sets out the terms and conditions on which PRP Diagnostic Imaging Pty Limited as the Trustee for PRP Investment Trust (ABN 18 416 389 099), trading as PRP Diagnostic Imaging, of Level 1, 16-20 Edgeworth David Avenue, Hornsby, New South Wales, 2077 (the Discloser) agrees to provide to the individual accepting or entering into this agreement (the Recipient) access to the System and the Confidential Information for one or more of the following purposes:

  • providing medical treatment to patients;
  • the training and education of healthcare professionals, including registrars;
  • the development and efficacy assessment of AI and other software tools used to provide healthcare services;
  • the undertaking of medical research; and/or
  • any other purpose notified by the Discloser to the Recipient from time to time for the purpose of these terms and conditions,

(together, the Permitted Purpose).

If the Recipient is agreeing to these terms and conditions not as an individual but on behalf of a company, government agency or other entity, then Recipient includes that company, government agency or other entity, and the individual accepting or agreeing to these terms and conditions acknowledges that they are binding that company, government agency or other entity to comply with these terms and conditions and represents and warrants to the Discloser that the individual has the authority to enter into binding contracts on behalf of that company, government agency or other entity.

It is agreed as follows:

1. In these terms and conditions the following definitions apply:

Confidential Information means:

     (a) all information (including Personal Information) made available by the Discloser or any of its Representatives to the Recipient or any of its Representatives via the System, including any patient information accessible via the System;

     (b) all other information disclosed by the Discloser or any of its Representatives to the Recipient or any of its Representatives in connection with the Permitted Purpose, including any information or materials derived from that information;

     (c) the existence and terms of these terms and conditions; and

     (d) the existence of the Permitted Purpose.

It does not include information which:

     (e) is or becomes generally available other than as a result of disclosure by the Recipient or any of its Representatives in breach of these terms and conditions;

     (f) is or becomes available to the Recipient from a person (other than the Discloser or any of its Representatives) who is not, to the best of the knowledge of the Recipient after reasonable enquiry, prohibited from disclosing to the Recipient by a legal or equitable obligation to the Discloser; or

     (g) is in the possession of the Recipient before the date of these terms and conditions (other than information obtained on a confidential basis from the Discloser or any of its Representatives, including in relation to the Permitted Purpose).

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

Recipient Personal Information means Personal Information relating to the Recipient (if the Recipient is an individual) or the Recipient’s Representatives (if the Recipient is a company, organisation or other entity).

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth).

Representative means, in relation to a party, a Related Body Corporate of that party or a director, officer, employee or professional adviser of that party, or of a Related Body Corporate of that party.

System means the website, software or other information technology platform, including but not limited to the Comrad Aura and InteleViewer platforms, that the Discloser provides or makes available to the Recipient (and its Representatives, if applicable).

 

2. This legally binding agreement is formed and entered into between the Discloser and the Recipient when the Recipient ticks a box in any website form referring to these terms and conditions.

 

3. This agreement is entered into in consideration of the parties incurring obligations and giving rights under these terms and conditions (including in respect of the receipt and disclosure of Confidential Information) and for other valuable consideration.

 

4. The Discloser grants to the Recipient (and its Representatives, if applicable) the right to access and use the System for the Permitted Purpose only.

 

5. The Recipient agrees that any Confidential Information disclosed or accessible to it or any of its Representatives is disclosed solely, and may only be used, for the Permitted Purpose and otherwise subject to these terms and conditions.

 

6. The Recipient undertakes that it will, and will procure that its Representatives to whom Confidential Information is disclosed will:

     (a) keep all Confidential Information in strict confidence and will not, without the prior written consent of the Discloser, copy, reproduce or disclose any of it to any person, except as permitted under these terms and conditions, nor permit any such copy, reproduction or disclosure; and

     (b) not use, nor permit the use of, any Confidential Information for any purpose other than the Permitted Purpose.

 

7. The Recipient may only disclose or allow access to the System or the Confidential Information to Representatives who strictly require the Confidential Information for the Permitted Purpose, provided that those Representatives are required to comply with the Recipient’s obligations under these terms and conditions and on the basis that the Recipient remains responsible for such compliance.

 

8. Subject to clause 9, the Recipient will, and will procure its Representatives to whom Confidential Information is disclosed will, on request, promptly return or destroy all Confidential Information provided to it or them.

 

9. The Recipient and its Representatives may retain Confidential Information to the extent required by any applicable law, regulation or court order.

 

10. If any Confidential Information is retained under clause 9, the Recipient and its Representatives to whom Confidential Information is disclosed are not relieved of their obligations of confidentiality under these terms and conditions in respect of that retained information, which will continue until such Confidential Information is permanently deleted or otherwise destroyed.

 

11. The Recipient acknowledges and agrees that:

     (a) the Discloser and its Representatives may collect, hold, use and disclose Recipient Personal Information in order to provide the Recipient (and its Representatives, if applicable) with access to the System and the Confidential Information and to maintain records relating to access to the System and to such information;

     (b) the Recipient Personal Information collected by the Discloser and its Representatives includes names, addresses, contact details and professional qualifications;

     (c) the Discloser and its Representatives may not be able to provide the Recipient and its Representatives with access to the Confidential Information if the Discloser does not collect Recipient Personal Information;

     (d) the Discloser and its Representatives may disclose Recipient Personal Information to its third party service providers for the purpose of providing the Recipient (and its Representatives, if applicable) with access to the System and the Confidential Information and maintaining access records in relation to the System and such information. Some of these third party service providers may be located outside of Australia, including in Canada, India, New Zealand, the Philippines, the United Kingdom, and the United States of America; and

     (e) the Discloser’s privacy policy (available at www.prpimaging.com.au/privacy) explains:

            (i) how the Discloser and its Representatives collect, store, use and disclose Recipient Personal Information in more detail;

            (ii) how the Recipient and its Representatives may access and correct Recipient Personal Information; and

            (iii) how the Recipient can lodge a complaint regarding the handling of your Personal Information, and how the Discloser will handle any such complaint.

 

12. The Recipient acknowledges and agrees that damages are an insufficient remedy for breach of these terms and conditions. The Discloser will have the right to seek injunctive or other equitable relief in relation to any actual, proposed or threatened breach of these terms and conditions.

 

13. Neither the Discloser nor any of its Representatives make any representation or warranty that the Confidential Information is accurate, reliable or complete, or that reasonable care has been taken in compiling or preparing such information.

 

14. If the Recipient (or its Representatives, if applicable) breaches these terms and conditions, then the Discloser may, by giving notice in writing to the Recipient, terminate all access to the System given to the Recipient (including any access given to all of its Representatives, if applicable) with immediate effect. If this agreement is terminated under this clause and subject to clause 9, the Recipient must (and must procure its Representatives to whom Confidential Information is disclosed will) promptly return to the Discloser or destroy all Confidential Information provided to it or them.

 

15. Any notice, demand, consent or other communication (a Notice) given or made under these terms and conditions must be in writing and signed by the sender or a person authorised by the sender (or if emailed, contain a full signature block) and must be delivered by prepaid post, hand delivery or email to the address last provided by the party receiving the Notice (including as may be published on that party’s website from time to time). For the purpose of this clause, the Discloser’s address for notices will initially be the administration contact details as specified on the Discloser’s website at www.prpimaging.com.au/patient/prp/contact/ from time to time.

 

16. A Notice will be taken to be given or made:

     (a) when received in person;

     (b) two business days after date of postage or seven if posted internationally; or

     (c) in the case of email, two hours after the email has been sent unless the sender receives a confirmation of receipt or delivery failure.

 

17. The Discloser reserves all rights in the Confidential Information and no rights or obligations (other than those expressly contained in these terms and conditions) are granted by or to be implied from these terms and conditions.

 

18. This agreement is governed by, and is to be construed in accordance with, the laws of New South Wales. The parties submit to the exclusive jurisdiction of the courts of the State of New South Wales or any competent Federal court exercising jurisdiction in the State of New South Wales.