When you sign up to HICAPS for electronic claims processing you need to agree to the terms and conditions. See them below.
When you sign up to HICAPS for electronic claims processing you need to agree to the terms and conditions. See them below.
1.1 The following terms shall have the following meanings unless the contrary intention appears:
Approved Modality for a Fund means a health modality in which the Fund has agreed to accept transactions through the Network in relation to claims for health services.
Business Day means any day other than a Saturday, Sunday or a national or State public holiday.
Card means a card supplied by a Fund which complies with:
(a) the Australian Standard 3524 of 2008 entitled “Identification Cards - Financial Transaction Cards”; or
(b) such other specifications as agreed between a Fund and HICAPS, such as digital version or a Digital Card.
Cancel Request means an electronic message sent to a Fund through the Network by you for cancellation of a prior Transaction Request.
Cardholder means a member of a Fund or a person designated by a Fund as a patient who holds a Card and may be entitled to benefits from the Fund in respect of Goods or a Health Service.
Confidential Information means the terms of this agreement and any data or information about a party’s business, operations or customers supplied to, or acquired by, another party under this agreement or during the negotiations preceding this agreement by any director, employee, agent, adviser or officer of the second party and includes, without limitation, as confidential information of a Fund any data or information developed, collated or obtained by or for You pursuant to, for the purposes of or in connection with this agreement including, without limitation, information about Quotations and Transactions processed for a Fund through the Network but does not include Transaction Data.
Digital Card means any authorised media that may be used to contain membership identification details and transfer those details to the HICAPS System.
Funds means each of the private health insurance companies with whom HICAPS has entered into an agreement, as described in the HICAPS Provider Agreement Details.
Fund Agreement means an agreement between a Fund and HICAPS relating to the provision of the HICAPS System to the Fund for the purposes of that Fund.
Fund Contact Point means a telephone operator acting as a central point of contact for general problem assistance for HICAPS and a Health Service Provider in relation to the Network so far as it relates to the Fund’s participation in that service.
Fund Host System means the computer hardware and software, including, without limitation, front end processors and all releases, updates and amendments to the computer hardware and software provided by a Fund for the purposes of processing Quotations and Transactions in accordance with this agreement.
Goods means goods provided to a Cardholder by You in your capacity as a Health Service Provider.
Health Service means a service provided to a Cardholder by You in your capacity as a Health Service Provider.
Health Service Provider means a person practising as a dentist, physiotherapist, chiropractor or optometrist or any other person practising a health or health related service or dispensing products and services in respect of whom a Fund may pay a benefit for a particular service rendered by that person or an entity that has entered into such an agreement for that purpose.
HICAPS means HICAPS Pty Limited (ACN 080 688 866).
HICAPS Go means the digital platform, including the Medipass application, for booking health appointments and initiating health insurance quotes, claims, and payments, excluding use or involvement of any HICAPS terminal.
HICAPS Provider Agreement Details means the details described as such which form part of this agreement.
HICAPS System means the computer hardware and software, including, without limitation, the Switch and Terminals and all releases, updates and amendments to the computer hardware and software provided by HICAPS for the purposes of facilitating Quotations and initiating and processing Transactions in accordance with this agreement.
HICAPS Welcome Letter means the letter of introduction, on HICAPS letterhead, identifying Your location as registered with HICAPS and the associated provider number issued by HICAPS. Important Declaration means the declaration that:
(a) states that the products and services provided by the Health Service Provider:
(i) are not subject to any other form of compensation or reimbursement;
(ii) do not breach any Fund rules; and
(iii) where relevant are based on relevant clinical prescriptions; and
(b) authorises the Fund to pay proceeds directly to You and to verify any aspect of the claim.
Insolvency Event means the happening of any of these events in relation to a party:
(a) an application is made to a court for an order or an order is made that the party be wound up; or
(b) an application is made to a court for an order appointing a liquidator or provisional liquidator in respect of the party, or one of them is appointed, whether or not under an order; or
(c) except to amalgamate while solvent the party enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them; or
(d) the party resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so, except to reconstruct or amalgamate while solvent or to transfer its business as an ongoing concern to another person; or
(e) the party is or states that it is insolvent; or
(f) as a result of the operation of section 459F(1) of the Corporations Act 2001 (Cth), the party is taken to have failed to comply with a statutory demand; or
(g) the party is or makes a statement from which it may be reasonably deduced that the party is the subject of an event described in section 459C(2) (b) or section 585 of the Corporations Act 2001 (Cth); or
(h) the party takes any step to obtain protection or is granted protection from its creditors, under any applicable legislation or an administrator is appointed to a body corporate; or
(i) anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.
Merchant Service Transaction means a credit, debit, gift or charge card transaction performed in accordance with a merchant agreement for all or any part of the cost of goods or services.
Network means the HICAPS System, the Fund Host System, the communication line between a Fund and the Switch and the communication line between the Switch and a Terminal, and HICAPS Go, through which Quotations and Transactions are initiated and processed.
Provider Number means the identifier registered with HICAPS for the Registered Provider Location which is specified in the HICAPS Welcome Letter.
Quotation means a Quotation Request and Quotation Response.
Quotation Request means an electronic request to a Fund given through the Network by a Cardholder or a Health Service Provider in response to a request by a Cardholder for an estimate of the Cardholder’s available health insurance benefits through membership the Fund to satisfy (in whole or in part) the cost of the Goods or Health Services identified in the request for that Cardholder.
Quotation Response means an electronic response given through the Network by, or on behalf of, the Fund to a Quotation Request.
Registered Provider Location means the location address specified in the HICAPS Welcome Letter.
Relevant Laws means any legislation, code of practice, guidelines or standards issued by relevant regulators or industry bodies in so far as they relate to this agreement, a Fund, You, the Goods or Health Services or the HICAPS System.
Switch means the computer hardware and software, including front end processors, required for routing data between Terminals, or HICAPS Go, and the Fund Host System capable of the following functions including, without limitation:
(a) receiving a Quotation Request, Transaction Request, or Cancel Request from a Health Service Provider and forwarding it to a Fund; and
(b) receiving a Quotation Response or Transaction Response from a Fund and forwarding it to a Health Service Provider.
Tax Invoice means a tax invoice within the terms of subsection 29-70 of the A New Tax System (Goods and Services Tax) Act 1999 as amended from time to time. In addition, this must also include (without limitation) the following information:
(a) Provider Number,
(b) provider name,
(c) appropriate item numbers and associated item descriptions,
(d) itemised charges, itemised benefit amounts (where a benefit was paid by a Fund), (e) any discounts,
(f) application date of service per item,
(g) item and transaction level response codes and descriptors,
(h) patient name and patient ID, and
(i) system data required for Transaction verification, including system date and time and retrieval reference number.
Terminal means any electronic device, and software, and all related equipment to be used for the purposes of processing and transmitting Quotations and Transactions through the Network.
Terminal User Guide means a guide to the operation of a Terminal provided by HICAPS to you. Transaction means a Transaction Request and Transaction Response, or Cancel Request and Transaction Response.
Transaction Data means in relation to a Transaction:
(a) any identification of a Cardholder for whom a health insurance claim is or has been made in the Transaction; and
(b) information about the nature of the treatment, services or goods provided by You to a Cardholder for whom a health insurance claim is or has been made on a Fund in the Transaction.
(c) information related to the identification of the Health Service Provider, including but not limited to the Provider Number
Transaction Request means an electronic request to a Fund given through the Network by a Health Service Provider for authorisation of a health insurance claim on a Fund.
Transaction Response means an electronic response given through the Network by, or on behalf of, a Fund to a Transaction Request, or Cancel Request.
You or Yourself means the person or persons named in the HICAPS Provider Agreement Details and if there are more than one, means each of them separately and every two or more of them jointly.
1.2 In this agreement unless the contrary intention appears:
(a) a reference to this agreement or another instrument (including, without limitation, the Terminal User Guide) includes any variation or replacement of them;
(b) a reference to a member includes a contributor or any other person, regardless of how designated by a Fund, who pays premiums to the Fund for health insurance. Operation
1.3 This agreement is intended to operate as a separate agreement between You and a Fund. Accordingly, the rights, obligations and liabilities of a Fund pursuant to this agreement are several and are not joint or joint and several with any other Fund. Application to Health Service Providers
1.4 If You have entered into this agreement on behalf of one or more Health Service Providers, then (unless the contrary intention appears) this agreement is to be read as follows:
(a) where the agreement relates to the provision of treatment, Goods or Health Services to a Cardholder or the processing of a Transaction or Quotation, references to You also include the Health Service Provider who has provided the relevant treatment, Goods or Health Services (jointly and severally with You); or
(b) other references in this agreement to You also include each of the Health Service Providers (jointly and severally with You). You are responsible for ensuring that each Health Service Provider on whose behalf you have entered this agreement is bound by, and complies with, the terms of this agreement to the extent that they apply to that Health Service Provider as set out in this clause 1.4.
2.1 This agreement will not come into force until HICAPS has made the HICAPS System available to You and a Fund.
3.1 A Fund will at its own discretion, decide from time to time:
(a) whether it will make the Terminal or HICAPS Go available to its members and Health Service Providers; and
(b) the Approved Modalities in respect of which it will transact with its members and Health Service Providers using the Network.
3.2 A Fund agrees to settle health insurance claims initiated by You through the Network in accordance with this agreement, except that:
(a) a Fund does not agree to settle health insurance claims or respond to Quotation Requests through the Network using Terminals or HICAPS Go if that method of transacting is not made available by that Fund (including if either the Fund’s or Your participation in HICAPS Go has been terminated under clause 7.4);
(b) a Fund does not agree to settle health insurance claims or respond to Quotation Requests through the Network for Goods or Health Services that are not within an Approved Modality; and
(c) this agreement does not impose any obligations on a Fund in relation to:
(i) health insurance claims or Quotation Requests submitted using a Terminal or HICAPS Go if that method of transacting is not made available by that Fund; or
(ii) Goods or Health Services outside the Approved Modalities.
3.3 A Fund is not responsible for ensuring the availability of the HICAPS System to You. 3.4 You must do the following:
(a) not disadvantage a Cardholder, such as by charging a fee, solely because a health insurance claim is to be processed through the Network in respect of Goods or a Health Service (however, this clause does not prevent charging for Merchant Service Transactions in accordance with your merchant agreement);
(b) provide the Goods or Health Service to a Cardholder to which a Transaction Request relates prior to initiating the Transaction Request;
(c) not make any representation in connection with Goods or a Health Service which may bind a Fund;
(d) stop accepting a Card in respect of a Fund if:
(i) acting in accordance with its legitimate business interests, the Fund tells You to do so; or
(ii) this agreement terminates in respect of that Fund;
(e) immediately stop using the Network to process health insurance claims using a Transaction request and request quotations using a Quotation request in respect of a Fund when the Fund requests You to do so in circumstances where (but not limited to) the Fund reasonably suspects that there has been inappropriate activity and/or You are in breach of this agreement;
(f) retain and return a Card to a Fund where the Fund, acting in accordance with its legitimate business interests, requires You to do so;
(g) notify HICAPS of the name and provider number of any Health Service Provider who may use a Terminal or HICAPS Go in respect of this agreement and use reasonable endeavours to notify HICAPS immediately in writing of any change in those details including the removal or addition of any such Health Service Provider;
(h) where a Cardholder requires a Quotation and the Fund has agreed to process Quotation Responses, ensure that a Quotation Request is forwarded to the Cardholder’s Fund and a Quotation Response is received by return before the Goods and/or Health Service the subject of Quotation is provided to that Cardholder. Quoting must only be done at the request of the cardholder once the Goods or Health Service has been determined and agreed to by the Cardholder. The details in the Quotation must be accurate, true, and supported by relevant evidence which must be provided to the relevant Fund upon request;
(i) not process a Transaction Request health insurance claim unless;
(i) specifically authorised by Relevant Laws; and;
(ii) You reasonably believe that each claim is valid.
(j) only process Transactions and submit Quotation Requests for the provision of Goods or Health Service(s) performed (or, in the case of Quotation Requests, to be performed) at the Registered Provider Location, except where a Fund authorised the provision of Goods or Health Service(s) and processing of Transactions at a location other than the Registered Provider Location; and
(k) where applicable, ensure that the identifier of any Goods or Health Service(s) contained in any Quotation Request or Transaction Request is in accordance with any applicable agreement or understanding between Funds and the relevant professional association about the descriptions of services for which private health insurers will pay health insurance claims.
3.5 A Fund must establish and maintain a Fund Contact Point for the term of this agreement which must be made available during the Fund’s normal business hours.
4.1 You must comply with the Terminal User Guide when processing Transactions and Quotations.
4.2 In relation to a health insurance claim to be made on a Fund You must do the following:
(a) process the claim through a Terminal or HICAPS Go in a Cardholder’s presence as soon as reasonably practicable after the related Goods and/or Health Service has been provided to the Cardholder;
(b) only process the claim through a Terminal or HICAPS Go using a Card;
(c) use reasonable care to detect forged or unauthorised signatures or the unauthorised use or forgery of a Card and, in particular, use reasonable endeavours to verify the identity of a Cardholder independently from the Card;
(d) require the Cardholder to review and sign the receipt, certifying the Important Declaration, generated by a Terminal or HICAPS Go where a Transaction Request, or Cancel Request is made;
(e) give the Cardholder a copy of the signed receipt referred to in paragraph (d) and retain the original signed receipt referred to in paragraph (d) for at least 24 months or any longer period required by law after the Transaction Request has been processed through a Terminal or HICAPS Go;
(f) ensure that the signed receipt referred to in paragraph (d) accurately describes the Goods and/ or Health Service(s) that have been provided to the Cardholder and that such a description is consistent with the identifier of the Goods and/or Health Service(s) used in the Transaction Request;
(g) provide a Fund with evidence, including treatment plans, appointment schedules, signed receipts, copies of Tax Invoices, and other supporting documentation as requested, by the Fund acting reasonably, of a Transaction processed for the purposes of that Fund within 10 Business Days of the Fund requesting that evidence or such reasonable period requested by the Fund; and
(h) retain other documentation referred to in paragraph 4.2 (g) for at least 24 months or any longer period required by law.
(i) only use a Terminal or HICAPS Go authorised by HICAPS and the Fund for processing the claim through the Network; and
(j) where Goods that have been claimed in a Transaction are returned to You and You have agreed to process a refund or provide alternate replacement Goods, and where the claim for those would differ from the original claim, agree a process with the Fund for reversing or adjusting the claim for Goods within 10 Business Days or other period reasonably agreed with the Fund.
4.3 Where You initiate a health insurance claim on behalf of a Cardholder, You must take all reasonable steps to satisfy Yourself that:
(a) all particulars are true and correct including, without limitation, all item numbers and codes that are included in a Transaction Request represent an accurate description of the Goods and/or Health Service delivered;
(b) the Transaction Request will be valid and acceptable;
(c) the relevant Cardholder is not disputing liability for the Goods and/ or Health Service the subject of the Transaction Request; and
(d) the Goods and/or Health Service(s) in the Transaction were performed or supplied at the Registered Provider Location unless authorised by the Fund.
5.1 You and a Fund acknowledge that the Fund is solely responsible for verifying the details of a Transaction Request or Cancel Request and for authorising or rejecting the Transaction Request or Cancel Request. A Fund is under no obligation to authorise a Transaction Request or Cancel Request.
5.2 Where a Fund authorises a Cancel Request, the Transaction Request to which the Cancel Request relates is immediately cancelled.
5.3 A Transaction Request is not valid if:
(a) the Transaction Request is illegal or any particulars of a health insurance claim are not true;
(b) the Transaction Request is not authorised by a Cardholder to which a Transaction Request relates;
(c) You have not provided the Goods and/or Health Service(s) to the Cardholder to which the Transaction Request relates before processing the Transaction Request;
(d) another person provided the Goods and/or Health Service(s) to which the Transaction Request relates;
(e) the Cardholder does not confirm that each claim is certified by the Cardholder in accordance with clause 4.2 of this agreement;
(f) in the Fund’s reasonable opinion, you have breached either clause 3.4 or 4.2 of this agreement; or
(g) this agreement was terminated in respect of that Fund before the date of the Transaction Request;
and this clause applies even if a Fund has authorised the Transaction Request.
5.4 A Transaction Request is not acceptable if the Cardholder disputes liability for the Goods and/or Health Service the subject of the Transaction Request at any time for any reason and this clause applies even if a Fund has authorised the Transaction Request.
5.5 Subject to clause 5.8, where a Fund authorises a Transaction Request or Cancel Request, it must calculate for each day the following:
T - C
T = the total of amounts the Fund has authorised for payment as a result of each Transaction Request made on the relevant day;
C = the total of amounts the subject of each Cancel Request which is authorised by a Fund and which has not previously been the subject of settlement under this clause.
5.6 Each Fund must pay to You the amount calculated for the purposes of clause 5.5 within 10 Business Days of the day for which the amount is calculated or other period reasonably agreed with You, if that amount is a positive amount. If the amount is a negative amount then it must be paid by You to the Fund within 10 Business Days of the day for which the amount is calculated in the manner agreed between them or other period reasonably agreed with the Fund.
5.7 A payment to You under clause 5.6 must be made by the Fund by direct credit to the bank account nominated by you or as otherwise agreed.
5.8 Where a Fund has settled a Transaction Request pursuant to clause 5.6, the Fund may require You to pay back the amount relating to the Transaction Request if the Transaction Request is not valid or acceptable and the Fund may direct HICAPS to debit the account nominated by You for settlement adjustments.
5.9 You must not withhold any payment under this agreement or make a deduction from it for any reason including because you claim to have a set-off, counterclaim, or other right against a Fund or any other person.
5.10 You acknowledge and agree that you must promptly advise HICAPS of any changes to your bank account details and that any failure to do so means that the Fund will not be able to make payments to your bank account in accordance with this agreement. If you do not advise HICAPS of your requisite bank account details by the second anniversary of the Fund receiving a valid claim, the Fund will not be liable to pay you for that claim.
5.11 A Fund must establish a fair policy for dealing with disputes about Transactions.
5.12 You acknowledge and agree that HICAPS will give a Fund details of your Business that You have provided, including but not limited to the Provider Number, for the purpose of processing Transactions.
6.1 Subject to the remainder of this clause:
(a) all Confidential Information relating to a party is passed to and received by the other party in the strictest confidence; and
(b) a party holding Confidential Information of the other party must not disclose, divulge or grant access to such Confidential Information other than to its directors, employees, agents, advisers, officers or service providers to the extent required under this agreement, and shall not permit any of the directors, employees, agents, advisers, officers, or service providers to disclose, divulge or grant access to such information to other persons except to the extent required by law. A party who has received Confidential Information from another party under this agreement must, at the request of the other party, have delivered to that party all documents or other materials containing or referring to that Confidential Information which are in its possession, power or control or in the possession, power or control of any other person who has received that information from the party to whom the request is directed.
6.2 Without limitation to the remainder of this clause, each party agrees:
(a) to use Confidential Information of the other party only for the purposes of fulfilling its obligations under this agreement;
(b) not to disclose Confidential Information of the other party without the written authority of that party except for the purpose of fulfilling its obligations under this agreement;
(c) to immediately notify the other party where it becomes aware that disclosure of Confidential Information may be required by law;
(d) not to transfer Confidential Information outside Australia, or allow a person outside Australia to have access to it, without the prior approval of the other party;
(e) to ensure that any person requiring access to Confidential Information (including, without limitation, any employee or approved subcontractor of the other party) makes an undertaking not to access, use, disclose or retain Confidential Information except in performing their duties to the party and is informed by the party that failure to do so may lead to the party taking action against the relevant person;
(f) to immediately notify the other party where it becomes aware of a breach of its obligations of confidentiality under this agreement by itself or as a result of the actions of any other person; and
(g) to take all reasonable measures to ensure Confidential Information is protected against loss, and against unauthorised access, use, modification, disclosure and that only authorised personnel have access to Confidential Information.
6.3 The obligations of a party under this clause do not apply to any data or information which the party demonstrates:
(a) was in widespread use and generally available at the time of the use or disclosure;
(b) was already in the party’s possession at the date of this agreement; or
(c) was subsequently developed, collated or obtained by the party wholly independently of this agreement and without any breach of any obligation of confidence owed to the other party.
6.4 Notwithstanding any other clause in this agreement, unless You advise otherwise, You agree that HICAPS and the Fund may, acting reasonably, publish contact details of your business that You have provided (including, but not limited to business name, Registered Provider Location, telephone number, facsimile number, email address and website) to promote the HICAPS service, including publishing details of Health Service Providers that use HICAPS services in any format (including searches and maps). Where You have entered into this agreement on behalf of any other Health Service Providers, You confirm and warrant that those Health Service Providers have provided You with their prior authorisation to enter this agreement on their behalf, including that You have their authorisation to agree on their behalf that HICAPS or the Fund may acting reasonably publish contact details of those Health Service Providers’ business (including, but not limited to business name, Registered Provider Location, telephone number, facsimile number, email address and website) to promote the HICAPS service, including publishing details of Health Service Providers that use HICAPS services in any format (including searches and maps).
6.5 You declare that where Personal and/ or Business Information (including, but not limited to business name, Provider Number, Registered Provider Location, telephone number, facsimile number, email address and website) has been or will be provided in the HICAPS Provider Agreement Application Form or will be provided by the Applicant’s Nominated Authority when completing the HICAPS Provider Agreement Application Form, or is otherwise provided as a result of the ongoing use of HICAPS, the applicant has made or will make each such individual aware of the fact and:
7.1 This agreement automatically ends:
(a) upon receipt of a signed HICAPS merchant closure form. For the avoidance of doubt if You have been using both a Terminal and HICAPS Go and You terminate Your use of one of these products, this agreement will continue to apply to the other product unimpeded;
(b) on the giving of 30 days’ notice to You if it has been more than 2 years since You processed a claim through a Terminal or HICAPS Go; or
(c) to the extent that it relates to a Fund, upon termination of a Fund Agreement between HICAPS and that Fund.
7.2 You or a Fund may end this agreement to the extent that it relates to that Fund immediately if:
(a) the other party commits a material breach of its obligations under this agreement which breach is not remedied within 60 days of receipt of a notice in writing requesting the breach be remedied or is not remedied within that period to the satisfaction of the party giving the notice; or
(b) an Insolvency Event has occurred in relation to that other party.
7.3 A Fund may also end this agreement to the extent that it relates to that Fund (whether as a whole or in relation to the Fund’s use of either the Terminal or HICAPS Go) on the giving of 60 days’ notice to You.
7.4 The ending of this agreement or any part of it to the extent that it relates to a Fund does not affect a party’s rights and obligations which arose before it ended and, if the party terminating this agreement is a Fund, that termination does not affect the continued operation of this agreement so far as other Funds are concerned.
8.1 Each party shall bear its own costs and expenses in connection with the preparation, negotiation and execution of this agreement except for stamp duty.
8.2 You agree to pay any stamp duty payable or assessed in connection with this agreement.
9.1 This agreement and the transactions contemplated by it are governed by the laws in force in the Australian State or Territory in which your principal place of business is located.
9.2 Any legal proceedings involving this agreement can be held in the courts of any State or Territory of Australia. You and we submit to the non-exclusive jurisdiction of those courts.
10.1 A party may not assign its rights under this agreement.
10.2 A Fund may appoint a sub-contractor to perform all or part of its obligations under this agreement and on the basis that the Fund, by sub-contracting, shall not be relieved of any of its obligations under this agreement.
10.3 Each party must comply with all Relevant Laws:
(a) in exercising its rights and fulfilling its obligations under this agreement; and
(b) governing the collection, storage, use, disclosure and security practices in relation to Transaction Data.
10.4 Any discretion conferred on a Fund under this agreement will be exercised reasonably and in accordance with the Fund’s legitimate business interests.
1 You must:
(a) prominently display any signs, decals and other promotional material provided by us in a manner reasonably directed by us; and
(b) as soon as practicable, stop using the material referred to in 1(a) when we ask you to do so.
2.1 Subject to clause 26:
(a) we will make the HICAPS system available at a time determined by us; and
(b) where we have suspended the availability of the HICAPS system to a health fund you acknowledge that as a result we may suspend the availability of the HICAPS system to you to the extent that it relates to that health fund in which case we will, if reasonably practicable to do so, give you notice of the suspension.
3.1 You only have a right to use the terminal and do not have any rights to own it.
3.2 You must protect our interest in the terminal, including by making it clear to others that you do not own it.
3.3 You must not place, or allow to be placed, on the terminal any plates or marks that are inconsistent with our interests in the terminal and the interests of any other person we specify. If we ask, you must put plates on it that state our interests in the terminal and the interests of any person we specify.
3.4 You must not part with possession or control of the terminal without our consent.
3.5 You must not give another person an interest in or any form of security over this agreement or the terminal, or authorise anyone else to do so, without our consent.
3.6 We may enter into this agreement as principal or agent. We may also transfer the terminal or our interest in this agreement, or give another person an interest in or form of security over either of them, without getting your consent where we reasonably believe that it causes no detriment to you.
4.1 You must prepare at your business premises at your own expense a site which meets our specifications of the installation of the terminal we supply you, including a power supply. When this is done, we will arrange for delivery and installation of the terminal at that site within a reasonable time.
4.2 You must arrange for a communications carrier licensed by the Australian Communications Authority and approved by us to install and rent to you a communication line for the transmission of information between your terminal and our computer.
4.3 You must pay the reasonable costs, charges, expenses, taxes and fees for the installation and rental of the communication line.
4.4 You must not exercise any of the rights, discretions and powers nor waive any provisions contained in the contract with the communications carrier licensed by the Australian Communications Authority and approved by us without our prior consent, such consent not to be unreasonably withheld.
4.5 Use of an existing communication line may be made provided we agree there is adequate capacity for the transactions which we reasonably believe may be processed under this agreement.
4.6 You must not attach the terminal to any property without our consent, such consent not to be unreasonably withheld. If it is attached to any other property, it does not become a fixture and we can still remove it in accordance with this agreement.
5.1 You must not move the terminal to a new position or make any alterations or additions to it without our written consent, such consent not to be unreasonably withheld.
5.2 If we consent, you must pay all reasonable costs associated with relocating, altering or adding to it.
6.1 You must use the terminal only in your business operations and for the purpose for which it is designed.
6.2 You must comply, and ensure that any person who operates the terminal complies, with the terminal user guide when processing transactions.
6.3 We cannot interfere with your use of the terminal unless this agreement allows us to do so.
7.1 You must take proper care of the terminal and keep it in good working order and in good repair (fair wear and tear excepted).
7.2 You must ensure that the terminal is serviced and maintained in accordance with our directions.
7.3 You must pay reasonable costs for any repairs to the terminal which are reasonably necessary because of your neglect or misuse. We must maintain the terminal at our expense in all other circumstances of normal use.
7.4 You must not allow any person except our employees, contractors or agents to service or repair the terminal.
8.1 We must establish and maintain the HICAPS help desk.
8.2 You must call the HICAPS help desk immediately if the terminal is not working or is malfunctioning.
9.1 You must allow us or our representative at any reasonable time to enter the place where the terminal is to:
a) inspect its condition; or
b) repair or service it; or
c) check whether the terms of this agreement are being complied with; or
d) exercise any of our rights under this agreement.
9.2 We must give you reasonable notice of entry
10. You are responsible for any loss or damage to the terminal resulting from fire, theft, explosion, flood, civil commotion or other act in or around the place where the terminal is kept. You must pay us the full cost of replacing or repairing it. We may reasonably determine the replacement value of the terminal at our discretion.
11.1 We must give you at our own cost the terminal user guide, and up to 30 minutes training on the use of the terminal in one visit only, that visit to be at a time mutually suitable to you and us.
11.2 We must provide the training referred to in 11.1 for up to four of your personnel, for each terminal installed at your business premises. 11.3 You are responsible for training any other person who is to operate the terminal.
12.1 You must pay the rent instalments and related stamp and financial institutions duty on the payment dates. Once paid, these amounts are not refundable for any reason, except if this agreement is terminated due to our failure to comply with the fundamental provisions of this agreement.
12.2 We may increase the rent instalments by giving you 30 days’ prior notice. If you do not agree with the increase, you may terminate this agreement. If you choose to terminate this agreement, you must comply with clause 23.5 of this agreement.
13. Terminal Fee – based on the type of terminal Fee is GST inclusive. Fee is per terminal per month.
Note: A component of this terminal fee is a fee HICAPS’ terminal maintenance provider charges HICAPS for the maintenance of its terminals.
14. You agree payment of rent instalments and any other amount you owe us under this agreement is to be effected by us making a direct debit to an account nominated by you. If that account does not have sufficient funds or a sufficient credit limit, then the amount you owe us under this agreement must be paid promptly on demand by us.
15. You must pay us when we ask you for it all stamp and other duties, fees, taxes and charges payable on:
a) this agreement; and
b) any payment, receipt or other transaction arising out of this agreement, including any increase in the stamp and financial institutions duty stated in the HICAPS Equipment Agreement Details.
16. You must not withhold any payment under this agreement, or make a deduction from it for any reason including because:
a) the terminal is damaged, does not operate, or is not in your possession; or
b) you claim to have a set-off, counterclaim, or other right against us or any other person.
17.1 You must pay interest calculated on daily balances on any amount which you do not pay on time for the period it is unpaid.
17.2 The rate of interest to be applied to each daily balance is a rate 2% above National Australia Bank Limited’s published base rate for commercial overdrafts for that day.
17.3 At intervals that we determine, or, if we do not make a determination, on the first day of each month, we may add any interest payable under 17.1 which is not paid when due to the amount for which you are liable. You will then be liable for interest under 17.1 on the total amount.
17.4 You must promptly pay all interest payable under 17.1 or 17.3 when we ask you for it or at times specified by us.
17.5 Your obligation to pay an amount on the date it becomes due is not affected by 17.1 - 17.4.
18.1 You indemnify us against any liability or loss arising from and any costs, charges and expenses (including legal fees and expenses) incurred in connection with:
a) our reasonably exercising a right under this agreement; or
b) our doing anything you should have done under this agreement; or
c) you not doing what you should have done under this agreement; or
d) our reasonable costs and expenses of having to seize or store the terminal; or
e) our interest in the terminal and the interests of any person we specify; or
f) a person being injured or killed or property being damaged directly or indirectly by the terminal or its use, except to the extent that the liability or loss is due to our unlawful or negligent acts.
18.2 Each indemnity is a continuing obligation, separate and independent from your other obligations. It continues after this agreement ends or is terminated. It is not necessary for us to incur expense or make a payment before we enforce a right of indemnity
19.1 You must insure the terminal at all times against:
a) loss or damage to the terminal caused by fire, theft or accident, up to its maximum insurable value; and
b) public liability for bodily injury or damage to property arising in connection with the terminal up to the amount approved by us.
19.2 The insurances must:
a) be in a form and substance and with an insurer reasonably satisfactory to us; and
b) note our interests in the terminal, and the interests of any other person we specify.
19.3 You must not:
a) do anything, or fail to do anything, which would allow the insurer to refuse or reduce a claim; or
b) vary the insurances without our consent, such consent not to be unreasonably withheld; or
c) enforce, conduct, settle or compromise any claim without our consent, such consent not to be unreasonably withheld.
19.4 You must produce evidence of the insurance policies and payment of premiums within 5 business days of our request or such other reasonable period requested by us.
20. You must give us any information we consider reasonably necessary about:
a) your financial position; or
b) the terminal or insurances relating to it.
21. Anything which you must do under this agreement must be done at your cost.
22. You must ensure that you do not become insolvent.
23.2 The fundamental provisions of this agreement are that you must:
a) pay all money due on time and as required by this agreement; and
b) do what you have to do under 6.1, 19 and 22.
23.3 You will repudiate this lease and we may immediately terminate it by notice to you if:
a) you do not comply with the fundamental provisions of this agreement; or
b) your conduct indicates that you no longer intend to be bound by this agreement.
23.4 We may also terminate this agreement on the giving of 30 days’ notice to you.
23.5 On notice of termination of this agreement, you must immediately:
a) return the terminal to us in good working order, and in good repair (fair wear and tear excepted) to a place we nominate; and
b) give us any certificates of registration relating to the terminal and a signed transfer of those certificates in favour of us or a person we nominate; and
c) pay us all arrears of rent instalments, any rent instalment and any other amounts due on a pro rata basis; and
d) return the promotional material referred to in 1 and the terminal operation guide to us.
24. You acknowledge that:
a) you have not relied on our skill or judgment in deciding to enter into this agreement; and
b) we are entitled to complete blanks in this agreement provided that we subsequently notify you; and
c) unless you have told us otherwise, you do not enter into this agreement as trustee of any trust or settlement; and
d) payments under this agreement are deductible by you for the purpose of the Income Tax Assessment Act 1936 (Cth).
25. You acknowledge that you are responsible for examining the terminal before accepting it and for satisfying yourself about it, including:
a) its compliance with its description; and
b) its condition, suitability and fitness for your purposes; and
c) the validity of any manufacturer’s, dealer’s, or supplier’s warranties or guarantees, and entitlements to patents.
26. You have made all necessary inquiries and have sought all necessary advice and confirm that:
a) to the full extent permitted by law, all express and implied terms, conditions and warranties other than the ones set out in this agreement are excluded; and
b) whether or not the Australian Consumer Law and the Competition and Consumer Act 2010 or any law to a similar effect applies, our liability for anything in relation to the possession, installation, operation or use of the terminal or HICAPS system is limited as much as it can be to:
(i) replacing the terminal with the same or equivalent terminal, or paying the cost of one of those things; or
(ii) repairing the terminal or paying for its repair; or
(iii) supplying the service or paying the cost of having the service supplied again.
Our liability to you will not be limited in this way if it is not fair or reasonable for us to rely on the limitation set out in this clause.
27.1 We may give you a certificate regarding any matter concerning this agreement including any amount payable by you to us.
27.2 The certificate is sufficient evidence of the accuracy of its content, unless it is proved to be false.
28. If a date for payment of money under this agreement is not a business day, the money must be paid on the preceding business day.
29.1 This agreement is governed by the laws in force in the Australian State or Territory where your principal place of business is located. If your principal place of business is not located in Australia, this agreement is governed by the laws of Victoria.
29.2 Any court cases involving this agreement can be held in the courts of any State or Territory of Australia. You and we submit to the non-exclusive jurisdiction of those courts.
30.1 Notices, certificates, consents and other communications in connection with this agreement must be in writing.
30.2 They must be:
a) left at the address last notified; or
b) sent by prepaid post to the address last notified; or c) sent by facsimile to the facsimile number last notified.
30.3 If they are sent by post, they are taken to be received on the third day after posting.
30.4 If they are sent by facsimile, they are taken to be received on production of a transmission report by the transmitting machine which indicates that the whole facsimile was sent.
30.5 They take effect from the time they are received unless another time is specified in them.
31. A term of this agreement, or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound.
32. Any discretion conferred on us under this agreement will be exercised reasonably and in accordance with our legitimate business interests.
business day means any day other than a Saturday, Sunday or a national or State public holiday.
card means a card supplied by a health fund which complies with the Australian Standard 3524 of 1988 entitled “Identification Cards - Financial Transaction Cards” or which complies with such other specifications as agreed between a health fund and us for use of the network.
cardholder means a member of a health fund or a person designated by a health fund as a patient who holds a card and may be entitled to benefits from the health fund in respect of a health service.
Digital card means any authorised media that may be used to contain membership identification details and transfer those details to the HICAPS System.
fund host system means the computer hardware and software, including front end processors and all releases, updates and amendments to the computer hardware and software, provided or to be provided by a health fund for the purposes of processing transactions.
health fund means any person registered as a health benefits organisation in accordance with the National Health Act 1953 (Commonwealth).
health service means a service provided to a cardholder by a health service provider in their capacity as a health service provider.
health service provider means a person practising as a dentist, physiotherapist, chiropractor or optometrist or any other person practising a health or health related service in respect of whom a health fund may pay a benefit for a particular service rendered by that person.
HICAPS help desk means telephone operators acting as a central point of contact for fault reporting and general problem assistance for a health fund and health service provider in relation to the network.
HICAPS system means the computer hardware and software, including the switch and terminals and all releases, updates and amendments to the computer hardware and software provided or to be provided by us for the purposes of initiating and processing transactions.
including when introducing a list of items, does not limit the meaning of the words to those items or to items of a similar kind.
insolvent means bankrupt, insolvent, in receivership, in receivership and management, in liquidation, in provisional liquidation, under official management or administration, wound up, subject to any arrangement, assignment or composition or protected from any creditors under any statute.
network means the HICAPS system, fund host system, the communication line between a health fund and the switch and the communication line between the switch and a health service provider through which transactions are initiated and processed.
person includes firm, partnership, committee, and incorporated and unincorporated bodies.
reversal request means an electronic message given through the network by a health service provider for cancellation of a prior transaction request (other than the last transaction request made through the terminal from which the message is sent).
switch means the computer hardware and software, including front end processors, required for routing data between terminals and the fund host system capable of the following functions including, without limitation:
(a) receiving a transaction request, reversal request or void request from a health service provider and forwarding it to a health fund; and
(b) receiving a transaction response from a health fund and forwarding it to a health service provider.
terminal means any electronic device, and software, and all related equipment to be used for the purposes of processing and transmitting transactions through the network including the electronic device, software and equipment set out in the Equipment Agreement Details.
terminal user guide means a guide to the operation of the terminal as amended from time to time.
transaction means a transaction request and transaction response, reversal request and transaction response or a void request and transaction response.
transaction request means an electronic request to a health fund given through the network by a health service provider for authorisation of a health insurance claim on the health fund.
transaction response means an electronic response to a health fund given through the network by a health service provider for authorisation of a health insurance claim on the health fund.
void request means an electronic message to a health fund given through the network by a health service provider for cancellation of the last transaction request made through the terminal from which the message is sent.
we means HICAPS Pty Limited (ACN 080 688 866) and its successors and assigns.
you means the person or persons named in the HICAPS Equipment Agreement Details as the renter, and if there are more than one, means each of them separately and every two or more of them jointly. In this agreement unless the contrary intention appears:
(a) a reference to this agreement or another instrument includes any variation or replacement of them;
(b) a reference to a time of day is a reference to that time in Melbourne;
(c) a reference to a member includes a contributor or any other person, regardless or how designated by a health fund, who pays premiums to the health fund for health insurance; and
(d) the singular includes the plural and vice