Voicebox Intelligent Transcription Terms of Service

Transcription

Voice Box Intelligent Transcription Platform (VoiceBox), owned and operated by HMPM Pty Ltd, provides a technically advanced integrated transcription and message delivery service for medical professionals.

Using the power of AI voice to text Voice Box provides a mobile and flexible system for dictating, correcting and delivering correspondence for busy doctors.

VoiceBox offers two modes of transcription, either using your own secretary to proof read your letters, or using our Australian-based proof reading and editorial team.

VoiceBox uses speech recognition software that allows dictation to be performed using smart-phones (e.g. iPhone, Samsung Galaxy etc.) or your laptop or desktop computer with an approved dictation microphone. Human proof reading by experienced medical typists gives you assurance that your letters will reflect what you said.

Here’s a summary of what VoiceBox can do:

·                  VoiceBox intelligently converts your voice to text.

·                  The text output and your voice file is delivered to our proof readers to format and prepare for approval. 

·                  Doctor approval can be performed on your mobile device or desktop from anywhere in the world with high quality internet coverage.

·                  At the point of approval your correspondence is sent directly using Secure Messaging Services, facsimile or email to recipients, and also to your own medical practice software via Secure Messaging Services.

VoiceBox dictation can be performed anywhere and the process of transcription, formatting and delivery is initiated immediately when the file is sent via high quality internet connection.

The VoiceBox guarantee:  We guarantee a 98% accuracy rate or higher for excellent quality audio which is clearly recorded with minimal background noise interference and no media noise or defects (subject to VoiceBox being used correctly).  If You are not satisfied with the accuracy rate received, You may contact Us within 14 days from receipt of the work which will be corrected free of charge.

Service Agreement Form

We are pleased to offer You two levels of service depending on whether You will use VoiceBox typists and editors or Your own staff.  These are the Program Only Service and Program and Transcription Service.

Program Only Service

We will:

1                 provide You with access and an open registration to the VoiceBox Intelligent Transcription Platform(VoiceBox);

2                 facilitate registration with Referral Net Secure Messaging Service (ReferralNet) if required;

3                 offer training to demonstrate use of VoiceBox for transcribers and for administration staff;

4                 provide mobile device (Android and iOS) and desktop (Chrome, Firefox, Microsoft Edge) software and middleware for integration with integration partners’ software and platform access facilitating voice recording of a local application that delivers sound file for transcription on VoiceBox. (Note: This service requires high quality internet connection and a local microphone. In some case optimisation of the local computing environment may be required to access these services);

5                  provide technical support service 9am to 5pm Australian eastern standard time;

6                  deliver sound file for conversion to text using VoiceBox to your local secretary for typing and proof reading; and

7                  distribute correspondence to You and recipients after it has been approved by You:

a.      using ReferralNet, HealthLink, Argus or similar secure messaging service; or

b.      facsimile.

8                  use VoiceBox to store dictation files securely and according to Australian Privacy Principles for at least six weeks.

Program and Transcription Service

We will:

1                 provide You with access and an open registration to the VoiceBox Intelligent Transcription Platform (VoiceBox);

2                 facilitate registration with Referral Net Secure Messaging Service (ReferralNet) if required;

3                 offer training to demonstrate use of VoiceBox for transcribers and for administration staff;

4                 provide mobile device (Android and iOS) and desktop (Chrome, Firefox, Microsoft Edge) software and middleware for integration with integration partners’ software and platform access facilitating voice recording of a local application that delivers sound file for transcription on VoiceBox. (Note: This service requires high quality internet connection and a local microphone. In some case optimisation of the local computing environment may be required to access these services);

5                 provide support service 9am to 5pm Australian eastern standard time;

6                 deliver sound file for conversion to text using VoiceBox to VoiceBox Proof Readers who will proof read and correct the letters to reflect your exact words in the associated sound file;

7                 present text files for correction and approval on VoiceBox for Your approval and delivery; and

8                 distribute correspondence to You and recipients after it has been approved by You:

a.                using ReferralNet, Healthlink or Argus or similar secure messaging service; or

b.                facsimile; or

c.                email where consent has been obtained by the user from the patient.

9                 use VoiceBox to store dictation files securely for at least six weeks.

Details of the parties

Client:                             You

Service Provider:        HMPM Pty Ltd (ACN 624 622 573)

ABN:                                 46 624 622 573

These terms of service (Terms) apply to Your use of the Services offered by HMPM Pty Ltd (ACN 624 622 573) (Us/We/Our).  By using the Services, You agree to comply with, use in accordance with and be bound by all of the terms and conditions set out herein.  Before providing the Services, we ask that You read the Services Agreement Form, which sets out the Services that We propose to provide to You, as well as other important details. By indicating Your agreement with this document, You accept these Terms.  Words that are capitalised may be defined in clause 1.

1                 Definitions

The following defined terms will have the meanings set out below for the purposes of this Agreement:

Confidential Information includes any and all confidential information which We may disclose to You, which is either marked as confidential or provided to You under circumstances indicating its confidential nature. Confidential Information includes without limitation the Documentation provided to You by Us and the source code of the Program.

Without limiting the above definition, Confidential Information does not include information that:

(a)              is or becomes generally known to the public through no act or omission attributable to You;

(b)              was in Your possession prior to the disclosure by Us and had not been obtained by You either directly or indirectly from Us;

(c)              is lawfully disclosed to You by a third party; or

(d)              is independently developed by You without use of, or reference to Our Confidential Information.

Commencement Date means the date of this document, or the date on which the Program is installed by You, whichever is earlier.

Data means all electronic data or information submitted by You through the Program.

Derivative Works means work that is based on one or more pre-existing work (such as a revision, translation, dramatisation, abridgement, condensation, enhancement or modification or any other form of pre-existing work that may be transformed or adapted) which if created without the authorisation of the copyright owner of the pre-existing work, would constitute copyright infringement.

Documentation means the documentation provided by us to You, including any payment schedules, user manuals, installation guidelines and other materials as updated by Us in Our sole and absolute discretion from time to time.

Fee means the fee associated with the Program Only Service or the Program and Transcription Service set out in Appendix A, as amended from time to time.

GST means goods and services tax that are payable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the related imposition Acts of the Commonwealth.

Instructions for Use means the documentation provided at the time of engagement incorporating operational steps to activate the program and Guidelines for dictation, and any updates that are subsequently published by VoiceBox

Intellectual Property means all copyright (including any renewals, extension, modification). trade mark, patents, trade secrets, or moral rights whether registered or not, that may subsist, or be created at common law or in equity.

Program includes the Voicebox Intelligent Platform, Voicebox Intelligent Transcription and VoiceBox transcription and message delivery service and the media, Documentation and any updates (which may include patches, new features, and bug fixes) provided by Us to You and for which You are granted a licence pursuant to these Terms.

Service Levels

Services means services set out in the Services Agreement Form and includes the Program Only Service and Program and Transcription Service, as amended from time to time.

Services Agreement Form means the document prepared by Us which sets out, among other things, the Services We undertake to provide to You, Service Fee, and other information relating to or concerning the Services and which We will ask You to sign;

Term means the period commencing on the Commencement Date and ending upon termination in accordance with clause 18.

Urgent File means Data which is submitted by you and identified with the words “URGENT”.

Voicebox Intelligent Platform means the platform that is owned and operated by HMPM Pty Ltd.

Voicebox Intelligent Transcription refers to the in-built software using an algorithm which will facilitate the conversion of sound or voices into text.

We refers to HMPM Pty Ltd.

You / Yours means the entity to whom we issue, and which is described in the Services Agreement Form.

2                  Engagement and consideration

2.1              Upon issue of the Services Agreement Form to You We offer to provide You with the Services pursuant to the Terms.

2.2              You may accept Our offer to provide the Services described in the Services Agreement Form by selecting “I accept the Terms of Service” field below. Continuing with registration and activation of this Service also indicates acceptance of the Terms.

2.3              In consideration of Our promise to provide the Services, You agree to pay Us the Fees and other charges We impose on You pursuant to the Terms.

3                  Provision of Services

3.1              Upon receipt of a Services Agreement Form signed by You, and subject to your compliance with these Terms, We will provide the Services to You pursuant to the Terms.

3.2              We agree to provide the Services in accordance with the Service Levels.

3.3              You acknowledge and agree that:

(a)               You will provide us with the Data;

(b)               You will read the VoiceBox Instructions for Use, and subsequent updates when they become available, and use Your best endeavours to follow these Instructions in order to provide a high quality dictation;

(c)               provision of some or all of the Services may be dependent upon Your review, comment on, and / or approval of the Services or any part thereof completed by us, and You agree that You will use Your best endeavours to accommodate Our requests for such input failing which We will not be required to provide some or all of the Services as We reasonably determine; and

(d)               if the Data You provide to Us is incomplete or inaccurate or is not produced following the VoiceBox Instructions for Use, this may impact upon the Services We provide and We reserve Our right to reject any Data for any reason, including without limitation that it is considered to be of such poor quality that:

(i)                transcription is not possible; or

(ii)               the project is beyond Our resources.

3.4              In the event of clause 3.3(c), We may, in Our ultimate discretion, decide to perform no further Services and return all physical Data to You and delete any files in our possession.

3.5              Any services requested by You, which We consider to be additional to the Services, including but not limited to any changes to Your requirements or the Data, will be performed by Us at Our discretion and will be charged to You in addition to the Fees as may be agreed by Us and You.

4                  Grant of Access and Release

4.1              You agree to provide Us with access to and grant us a licence to use, such of your Data as may be necessary to enable us to provide the Services, and You further agree to facilitate our access to the Data as we may reasonably require from time to time. You must provide the Data in such format(s) as We may reasonably require.

4.2              Subject to clause 4.4, We agree to maintain the confidentiality of the Data subject always to any compulsion on Us by law to disclose the Data (or any part thereof).

4.3              You warrant to Us that You have the authority grant Us the access and licence pursuant to clause 4.1 and hereby indemnify Us for any loss We or any associated entity may incur as a result of the use of the Data.

4.4              You hereby authorise Us to use and release the Data for all purposes contemplated by these Terms.

4.5              Upon the expiration or termination of these Terms the access to the Data pursuant to clause 4.1 will be revoked.

5                  Program specific terms

5.1              In consideration of the payment of the Fee, We grant You a single (1) limited, non-exclusive, non-transferable license (without the right to sub-license) to install and use the Program on one or more mobile devices, solely for the purpose of providing Data to Us in accordance with these Terms and any additional Terms that may be made or varied by us from time to time, the following provisions in this clause also apply.

5.2              You will not:

(a)               use the Program (including the Documentation) except as expressly permitted by these Terms;

(b)               copy (except for back-up purposes) modify, adapt, translate, assign, sublicense, share, rent, lease the Program (including the Documentation);

(c)               use the Program (including the Documentation) for third-party training;

(d)               attempt to, or permit any third party to, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Program except to the extent expressly permitted by applicable law; or

(e)               transmit the Program (including the Documentation) by any means, including without limitation electronic transmission.

5.3              You are entirely responsible for:

(a)               Your use and access of the Program; and

(b)               the accuracy and completeness of all Your Data.

5.4              Without limiting this clause 5, You must not, and ensure that your personnel do not:

(a)               place any files, data, documents or information of whatsoever nature in the Program which do not relate to the Services to be provided under these Terms;

(b)               agree to, and must not authorise or encourage any third party, whether knowingly or unknowingly, to:

(i)                use the Program to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, worms, Trojan horses or other disruptive software element or is otherwise objectionable as reasonably determined by Us;

(ii)               use the Program to upload, transmit or otherwise distribute content that infringes on a third party’s intellectual property rights;

(iii)              prevent other users from using the Program;

(iv)              use the Program to invade the personal privacy of others or other users;

(v)               use the Program for any fraudulent, unlawful or inappropriate purpose; or

(vi)              copy, reproduce, modify, disassemble, reverse compile or otherwise seek to obtain the source code of any aspect of the Program.

5.5              You acknowledge that:

(a)               the accuracy of the ultimate product relies on third party equipment (such as mobile phones, recorders and the like);

(b)               the quality of Your recording may be affected by background noise, distortion, the equipment utilised and/or possible limitations in the Program to comprehend the media; and

(c)               Your use of punctuation and grammar during the dictated recording will influence the accuracy of the ultimate product.

6                  Intellectual Property Ownership  

6.1              Intellectual Property subsists in the Program.

6.2              We exclusively own, and retain all rights, title and interest in the Intellectual Property including any Intellectual Property that may subsist in the Derivative Works.

6.3              You acknowledge that You do not acquire any other rights, express or implied, in the Services other than those rights expressly granted under these Terms. 

6.4              You acknowledge that We own, and retain all rights, title and interest in any Intellectual Property that may be created by You during the Term of these Terms ( New Intellectual Property ). Notwithstanding this, we grant you a revocable, limited, non-transferrable licence to reproduce, publish, communicate and adapt the New Intellectual Property for the purposes of performing the services rendered by you in the course of your practice.

7                  Liability

7.1              Your liability and our rights

(a)               You are responsible for keeping your password and account details secure. You will be solely responsible and liable for any activity that occurs under your user name. You must ensure that all your personnel who have access to the Program are authorised by You to do so and are using the Program only in accordance with these Terms.

(b)               You acknowledge and agree that We neither endorse the accuracy of the Data, or assume responsibility for the accuracy of such content. You are solely responsible and liable for your conduct, your data and your information and content uploaded to the Program. 

(c)               You agree to indemnify Us and keep Us indemnified from any loss, cost, liability, demand, claim, or expense howsoever arising from or relation to your Data, or use of the Program.

(d)               You acknowledge and agree that You may be restricted from accessing the Program if, in Our reasonable opinion, You are in breach of any of these Terms.

8                  Data Storage

8.1              You acknowledge and agree to Us storing your Data for a period of up to six weeks ( Storage Period).

8.2              You acknowledge that We are not a secure data storage facility and We reserve the right to delete content stored by You during the Storage Period. We will endeavour to act reasonably in exercising these rights, but if You wish to keep Your content perpetually, You should take other measures to ensure safe and secure storage of your content.

9                  Privacy

9.1              The Program is hosted on Australian Microsoft Azure servers (Server) who are included on the Australian Certified Cloud Services List and We have received assurances that the Server complies with the Protective Security Policy Framework and the Australian Privacy Principles and the Privacy Act 1988 (Cth), however We accept no responsibility for changes to the Server environment.

9.2              The parties acknowledge and agree that:

(i)                the Data You provide us, may contain personal information of a patient or other information which may be regarded as private information (Personal Information);

(ii)               You authorise Us to deal with any Personal Information We receive while providing the Services under these Terms during the Term and We will do so in accordance with the Australian Privacy Principles and the Privacy Act 1988 (Cth);

(iii)              We will use the Personal Information for the sole purpose of providing the Services and otherwise fulfilling Our obligations under these Terms;

(iv)              We will take all reasonable steps to ensure that Personal Information held by us is protected from misuse, loss, unauthorised access, unauthorised modification or unauthorised disclosure; and

(v)               We will notify You immediately in writing upon becoming aware of any breach of this clause 8 giving details of such breach.

9.3              If you become aware of any security breach, you must inform Us immediately.

9.4              This clause 9 survives termination of these Terms.

10               Disclaimer

10.1           We expressly disclaim all warranties of any kind, express or implied with respect to the Program, including warranties of merchantability, fitness for a particular purpose.

10.2           We do not warrant that the Program will be compatible with hardware, software, systems that is not provided by us, except as expressly specified in the Documentation.

10.3           Without limiting this clause 10, We do not warrant that that the operation of the Program will be uninterrupted or error-free.

11               Third Party Liability

11.1           You acknowledge that delivery of the Services may require the use of third party infrastructure and services not associated with Us.  

11.2           We do not provide any warranty with respect to any service provided by a third party.

12                Confidentiality

12.1          You acknowledge that the Program contains valuable source code which We consider to be Confidential Information.

12.2          Obligations of Confidentiality

(a)              You will not disclose the Confidential Information to any third party without Our consent unless disclosure is required by law. 

(b)              You will use the Confidential Information disclosed to you solely for purpose of using the Program in the course of your medical practice. 

13              Indemnity

13.1          You indemnify Us against any claim, cost, loss, or damage sustained or incurred by Us that may be caused Your use of a service, program or system provided or hosted by a third party.

13.2           You indemnify Us against any claim, cost, loss, or damage sustained or incurred by Us as a result of or in connection with:

(a)              any third party claims arising from:

(i)               Your failure to obtain any consent, authorisation, or licence required to use any third party program, system, or infrastructure;

(ii)               any use of the Program that is not expressly permitted by these Terms; and

(iii)             any unauthorised use or infringement of third party Intellectual Property.

13.3          Notification of claims.

Upon becoming aware of a fact, condition, or event that constitutes or could constitute a basis for a claim against You, You must provide Us with written notice outlining such fact, condition, or event. 

14              Fees

14.1          You must pay Us the Fee associated with the Services and any other charges imposed by us pursuant to these Terms to an invoice issued by Us by either direct debit or credit card using “Stripe On-Line Payment System”.

14.2          The invoice amount that is due for payment must be paid within 14 days of the invoice date.

14.3          Our rights arising pursuant to this clause 14 are in addition to any other of Our rights and remedies to which We may be entitled, arising at law or in equity and, for the avoidance of doubt, We reserve the right to recover from You all costs and expenses incurred by Us in connection with recovering from You amounts that are properly due and outstanding pursuant to these Terms.

15              Review of Fees

15.1          We reserve the right to adjust the Fees and You agree that the Fees charged by Us are subject to annual review and may increase during the Term.

15.2          We will notify You in writing at least 14 days prior any proposed increase providing you with the details of any adjustment to the Fee.

15.3          If you do not agree with the adjustment to the Fee, You may terminate these Terms pursuant to clause 18 of this agreement.

16              Additional Fee

16.1          In addition to those fees set out in the preceding clause 14, in order to deliver the Services, You acknowledge that will be also required to register with ReferralNet Secure Messaging Service (provided by Global-Health Pty Ltd) (ReferralNet) who will charge and invoice directly to You an Additional Fee associated with the provision of that service.

16.2           You undertake to attend to payment of the Additional Fee within the timeframe provided by ReferralNet and you acknowledge that We will not be able to provide You with the Services in the event that your subscription with ReferralNet is cancelled or suspended and you indemnify Us against any loss arising from the same.

17              GST

17.1          All amounts expressed in these Terms are exclusive of GST unless otherwise stated.

17.2          We may charge You, in addition to the Fees and any other charges imposed by Us in accordance with the Terms, an amount equal to any GST that is payable by Us in connection with the provision of the Services.

18              Termination 

18.1          Your licence is for the Term and continues indefinitely until the date that your licence is terminated in accordance with these Terms. 

18.2          We may terminate these Terms in Our absolute discretion at any time upon Your breach of any of the provisions contained in these Terms, including where You have made a payment default, hereof without notice. 

18.3           You may terminate these Terms by giving Us 4 weeks’ written notice. 

18.4          Upon the expiration or any termination of these Terms, You will immediately:

(a)              cease all access and use of the Services by uninstalling the Program; and

(b)              return or destroy, the Program and all Documentation and related materials in Your possession or control; and

(c)              certify in writing to Us within five (5) days after the effective date of such expiration or termination that the above actions have been undertaken.

19              Governing Law

19.1          These Terms constitute a contract made under and shall be governed by and construed in accordance with the laws of Australia and the State of Victoria.  Additionally, these Terms constitute the entire agreement between You and Us regarding the use of the Services, superseding any prior agreements.

20              Waiver

20.1          A waiver by one party of another party’s default under these Terms, will not constitute a release of the defaulting party’s obligation to observe and perform all of its obligations under these Terms in the future.

21              Severance 

21.1          If any provision of these Terms is prohibited, invalid or unenforceable in any jurisdiction, that provision may be severed to the extent of the prohibition, invalidity, or unenforceability without invalidating the remaining provisions of these Terms.

22              No Assignment

22.1          You may not assign, sell, transfer, delegate or otherwise dispose of Your rights or obligations under these Terms without our prior written consent. Any purported assignment, transfer in contravention of this clause 22.1 will be null and void. 

22.2          We may freely assign, transfer or novate these Terms without seeking Your consent.

22.3          These Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

23              Entire Agreement

These Terms embody the entire agreement and understanding between the parties concerning its subject matter, and succeed and cancel all other agreements and understandings concerning the subject matter of these Terms.

Annexure A

Fees

Program Service 

Fees are calculated according to Audio Second of dictation, using the following matrix.

·        $0.55 “flag fall” includes first 30 seconds of audio

·        $0.015 per audio second

·        $0.20 per delivery to recipient via secure messaging, email and facsimile

Note: We do not charge by page count, number of characters, words or lines.

Where Audio Second means one (1) second of audio file Data provided by You to Us.

All fees in this annexure are accurate as at the date of this agreement and are subject to review in accordance with clause 15.

Program and Transcription Service

Fees are calculated according to Audio Second of dictation, using the following matrix.

        $2.30 “flag fall” includes first 30 seconds of audio

·        $0.051 per audio second thereafter

·        $0.20 per delivery to recipient via secure messaging, email and facsimile

Note: We do not charge by page count, number of characters, words or lines.

Where Audio Second means one (1) second of audio file Data provided by You to Us.

All fees in this annexure are accurate as at the date of this agreement and are subject to review in accordance with clause 15.

Urgent Files

Where Urgent Files constitute more than 5.0% of your correspondence over a single fortnight, a service fee increase of $2.50 for each of those urgent files will be applied for that billing period.