Terms of Service
Terms and Conditions
- This Agreement sets out the terms and conditions on which Throughlines Pty Ltd (ACN 649 334 832) of PO Box 257 Clifton Hill 3068 trading as Throughlines (we/us/our) provides services to you in relation to the Services referred to in this Agreement.
- Unless you or we enter into a separate agreement in relation to future services, this Agreement also governs any other future services.
- It is your responsibility to read and understand these terms and conditions. If you have any queries or concerns, please notify us immediately.
Commencement Date and Terms
4. The Agreement will begin on the date this Agreement is signed by the last of the Parties to sign this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
Provision of Services
5. We will provide the following services to you during the term of this services:
- Dedicated reception support, 9am-5:30pm Monday to Friday (AEST)
- Bi-monthly online team meetings
- Appointment management, including tracking cancellations
- Client intake procedures and follow ups
- Process documentation and management
- Personal greetings
- Personal voicemail message
- Free call transfers
- Email management
- Webchat management
- Client payment and rebate processing, where Practice Management Software allows
- Process analysis and optimisation
- Appointment management for office suppliers and others
- Weekly activity reports and analytics reports
- Liaison with Medicare, HICAPS and health insurance providers
- Liaison with referring doctors
- Invoice management, including chasing outstanding accounts receivables
- Basic Practice Management Software set up and management, if required
- Online form creation and processing
6. We will ensure that the Services are provided with reasonable skill, care and diligence and to the standards reasonably expected of virtual receptionists performing services of a similar nature.
7. Any additional work not forming a part of the Services must be mutually agreed upon. We will charged separately for the additional work and on an ad-hoc basis. We will communicate the charges to you for approval via email before commencing the work. You will be invoiced every month for any additional services.
8. We may refuse support, or charge you for excessive requests, requests not covered by your plan, requests which are overly complex or outside of the understanding of our support staff. A separate and specific consultation with us may be required for any changes or complex requests.
9. You are required to provide your business process requirements upfront. Ideally, the business requirement should be communicated to us in writing either via email or our online form. Where the requirement is communicated to us orally, we will document it in our business records.
10. Upon approval by us, a 7 – 14-day transition period is required before implementation. Our charges for implementing any changes to the business processes at a later date are as follows:
a. Simple change (that being remodelling of one or two steps to an existing procedure) – No charge;
b. Intermediate change (that being remodelling of all steps in an existing procedure) – $25 per hour plus GST to document and program the change into our system;
c. Complex change (that being addition of a completely new procedure, requiring documentation and team training)– $50 per hour plus GST to document, provide training and program the change into our system.
11. We will not be responsible for any claims, damages or losses that arise out of information provided by you.
12. In consideration of us providing the Services, you must pay our fees. All our fees are exclusive of GST. Fees will be listed on the proposal document and are calculated with consideration to your needs, volume and complexity. They are calculated on a case-by-case basis, and subject to change in accordance with any unforeseen workload, or changes to your needs, volume and complexity.
13. Fees are reviewed every 6 months and may change if deemed necessary by us. We will notify you of any changes to the fees via email. Your continued use of our Services will be deemed to be confirmation that you accept the amended fees.
14. You are required to make an initial set-up payment of $229 to us in advance, as per invoice terms.
15. Upon mutual agreement between us, we will charge for our Service upfront. Fees shall be payable in advance for the month ahead, before the first of each month. Where the initial term begins partway through a month, the full monthly fee will be payable, and the second month will be calculated at a pro-rata rate.
Suspension of Services
16. We reserve the right to suspend our Services if there is an outstanding invoice. We will issue reminder notices until payment is made at which point activity will resume.
17. We usually send a reminder notice two (2) days from the due date. An additional reminder is sent out once an invoice is three (3) days overdue at which point the service is suspended. You may or may not receive a one (1) day overdue reminder.
18. Our service contains integrations with third-party services, including but not limited to, VoIP providers and software, CRM software, Microsoft software, Practice Management Software, Online payment software, and IT services (the “Third-Party Services”). Whilst every attempt will be made to rectify issues, we will not be held accountable for failures, technical difficulties and outages of third-party services. We make no guarantee or warranty regarding Third-Party Services.
19. The nature of digital communication enabled by Third-Party Services prevents us from guaranteeing the confidentiality of communications made through Third-Party Services or relinquishing data upon ceasing this agreement. Whilst all reasonable steps are taken to ensure confidentiality, you accept the risks and are responsible for communicating the risks with your respective directors, shareholders, affiliates, patients, agents, employees, and contractors.
Availability of Services
20. We do not warrant or guarantee total system availability and as such will not be responsible for any loss of income or incurred costs that may be suffered by you.
21. Our usual business hours are 9:00 am to 5:30 pm AEST/AEDT, Monday through to Friday. Our resources are distributed among various customers and when necessary, we discharge our tasks and duties in order of priority. We do not work on weekends or national public holidays.
22. The minimum term of this Agreement is three months. This Agreement cannot be terminated during this period.
23. If either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party stating their reasons for termination. Any fees paid up front to us are non-refundable.
24. Except as otherwise provided in this Agreement, our obligations will end upon the termination of this Agreement. Upon termination of this Agreement, we reserve the right of be paid for all the work done up to date of termination.
Confidentiality and Trade Secrets
25. For the purposes of this Agreement, Confidential information (the “Confidential Information”) refers to any data or information relating to the business of either Party which would reasonably be considered to be proprietary to either Party including, but not limited to, accounting records, business processes, client lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or Trade Secrets and client records and that is not generally known in the industry of either Party and where the release of that Confidential Information could reasonably be expected to cause harm to the disclosing Party.
26. Both Parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which they have obtained, except as authorised by the other Party or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
27. For the purposes of this Agreement, Trade Secrets means any information or data about a Party that derives economic value, whether actual or potential, from not being generally known to other persons; cannot be readily obtained by other persons; and any other information which is defined as a “trade secret” under applicable laws.
28. Both Parties acknowledge and agree that the Trade Secrets will remain confidential until they are no longer a “trade secret” under applicable laws. For the avoidance of doubt, this clause will survive the termination of this agreement.
29. For the Purposes of this Agreement, Intellectual Property means all rights to, and any interest in, any copyright, design, trade mark, trade name, confidential information, trade secrets and technical information as may exist anywhere in the world at any time (whether capable of protection by registration or not), including all applications for any such rights.
30. For the Purpose of this Agreement, Pre-Existing Intellectual Property means, in relation to Services, any Intellectual Property of a party that existed before the commencement date of this Agreement.
31. Nothing in this Agreement affects the ownership of any rights in respect of each Party’s Pre-Existing Intellectual Property. Without limiting the foregoing, the ownership of all Intellectual Property in the material provided by you remains at all times with you or your third-party licensees.
32. By providing any material to us, you grant to us a licence to use that material to the extent necessary to enable us to provide the Services, including by incorporating that material into any document or material. You warrant and represent that all material is or will be at the time provided to us either owned by you or licensed to you on terms that permit you to make the material available for use by us on the terms set out in this Agreement.
33. Unless otherwise agreed between the parties in writing, all Intellectual Property in works and other materials created by us in the course of this Agreement or providing Services to you will vest absolutely and automatically on creation, and remain thereafter, in us.
34. When we get full payment for an invoice, we grant to you a royalty-free, non-exclusive licence in Australia to use all Intellectual Property in the materials created by us in the Course of this Agreement (namely forms, templates and the like) that is the subject of the invoice.
35. The royalty-free non-exclusive licence provided in clause 34 by us to you:
a. is solely for your own use;
b. may be sub-licenced to a third-party with our written permission strictly for the purpose of exploiting the work and materials;
c. is strictly limited to use in Australia unless agreed to in writing; and
d. is limited to the particular purpose for which the work and materials were originally provided to you.
36. You indemnify and agree to keep us indemnified against all liability, losses, costs or expenses incurred by us in any way, directly or indirectly, connected with any breach of any Intellectual Property in any material supplied by you.
37. Throughlines and any other trade marks, whether registered or not, that appear on our website, invoices and other documentation belong to us. You do not have a licence to use, share or reproduce these marks.
Limitation of Liability
38. We will not be liable to you for any special, indirect, consequential, or punitive damages, including, but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, arising out of your use of our Services.
39. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, our aggregate liability under or in connection with this Agreement, howsoever arising (including by reason of tort, negligence, breach of contract or otherwise), shall not exceed the sum of fees paid to us in respect of the relevant Services giving rise to the liability.
40. You will be liable for and agree to indemnify, defend and hold us and each of our employees and contractors harmless for and against any and all claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly from:
a. any information that is not accurate, up to date or complete or is misleading or a misrepresentation provided to us, our employees, contractors or agents;
b. any breach of this Agreement by you, your employees, contractors or agents; or
c. any claim by a third party that any use by us of information, works, material or Intellectual Property supplied by you infringes that third party’s rights in any way.
41. You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of our Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information we have given you or you have given to us, respectively.
42. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
43. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in Australian Dollars.
44. In providing the Services under this Agreement it is expressly agreed that we are acting as an independent contractor and not as an employee. Both Parties acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
45. We may change the terms of this Agreement at our discretion by posting revisions to our website and by email you. You continued use of our Services indicates your acceptance of the amended terms.
46. We will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without your prior written consent.
47. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
48. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
49. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
50. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
51. This Agreement will be governed by and construed in accordance with the laws of the State of Victoria, Australia.