Terms of Service — Clinics

1.1 Patient Flow Pty Ltd (ABN: 89 648 250 024) provides ApolloScribe — a clinical documentation platform that supports pre-consult patient intake, AI-assisted document generation, consultation transcription, and post-consult letter workflows for medical practices ('Platform').

1.2 References to 'us,' 'we,' and 'our' mean Patient Flow Pty Ltd. References to 'you,' 'your,' and 'Clinic' mean the medical practice, clinic, or health service entity that has subscribed to the Platform, and includes all Authorised Users acting under that subscription.

1.3 By activating a Practice Account, subscribing to the Platform, or permitting Authorised Users to access the Platform, you agree to be bound by these Terms and the Privacy Policy, as amended from time to time.

1.4 Where an Order Form has been agreed, these Terms are incorporated into and form part of that Order Form. In the event of conflict, the Order Form prevails.

1.5 ApolloScribe may amend these Terms by publishing updates at www.apolloscribe.com/terms-clinics or notifying you by email. Continued use of the Platform after the effective date constitutes acceptance.

2.1 Subject to these Terms and payment of applicable Subscription fees, ApolloScribe grants you a limited, non-exclusive, non-transferable, and revocable licence to access and use the Platform for your internal clinical and administrative purposes during the Subscription term.

2.2 The licence covers access by the number and type of Authorised Users provisioned under your Practice Account. You must not exceed the access scope included in your Subscription without prior written consent from ApolloScribe.

2.3 Each Practice Account is configured for a single medical practice or specialty. Access to multiple practices requires separate Practice Accounts.

2.4 ApolloScribe reserves the right to update, modify, or withdraw features of the Platform at any time. We will endeavour to provide reasonable notice of material changes that affect your clinical workflows.

3.1 You must designate at least one Practice Administrator who is responsible for managing the Practice Account, provisioning Authorised Users, configuring access scopes, and serving as the primary point of contact with ApolloScribe.

3.2 The Practice Administrator is responsible for:

• ·Maintaining an accurate list of Authorised Users and their assigned roles
• ·Promptly deactivating access for any staff member who leaves or changes role
• ·Ensuring each Authorised User has individual login credentials — shared credentials are not permitted
• ·Configuring role-based access scopes appropriate to each user's clinical or administrative function
• ·Keeping practice details, billing information, and contact details accurate and up to date

3.3 You are responsible for all actions taken under your Practice Account, including actions taken by Authorised Users. You must ensure all Authorised Users are aware of and comply with these Terms.

3.4 You must immediately notify ApolloScribe at support@apolloscribe.com.au if you suspect any unauthorised access to your Practice Account or Authorised User credentials.

4.1 You and your Authorised Users must use the Platform only for lawful clinical and administrative purposes in connection with your healthcare practice.

4.2 You must not, and must ensure Authorised Users do not:

• ·Access patient records beyond the scope of their role or without clinical justification
• ·Share, resell, sublicence, or otherwise make the Platform available to any third party outside your practice
• ·Reverse engineer, decompile, disassemble, or extract source code, algorithms, or models from the Platform
• ·Attempt to circumvent, disable, or interfere with any security, access control, or audit mechanism
• ·Introduce malware, viruses, or any code that may disrupt or damage the Platform or its infrastructure
• ·Use the Platform or AI-generated outputs as a substitute for independent clinical judgement
• ·Breach any applicable law, regulation, or professional obligation, including the Privacy Act 1988 (Cth) and applicable health records legislation

5.1 Access to the Platform requires an active Subscription. The Platform operates on a Token-based billing model — each consult processed through the Platform consumes Tokens in accordance with the rates set out in your Order Form or as published on the Pricing page.

5.2 ApolloScribe will invoice you in accordance with your Subscription terms. Invoices are due and payable within 14 days of the invoice date unless otherwise agreed in writing.

5.3 All fees are quoted in Australian dollars and are exclusive of GST. GST, where applicable, will be charged in addition at the rate current at the time of invoicing.

5.4 Unused Tokens do not carry over between billing periods unless expressly agreed in your Order Form.

5.5 ApolloScribe may suspend access to the Platform if any invoice remains unpaid beyond 30 days of the due date, on not less than 7 days written notice. Suspension does not relieve you of the obligation to pay outstanding amounts.

5.6 ApolloScribe may adjust Subscription fees on not less than 30 days written notice. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the new fees.

6.1 You are the primary controller of Patient Data entered into the Platform. ApolloScribe processes Patient Data on your behalf as a data processor, in accordance with these Terms and our Privacy Policy.

6.2 Both parties must comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles (APPs), and any applicable state health records legislation in connection with the collection, use, and disclosure of Patient Data through the Platform.

6.3 ApolloScribe stores all Patient Data in Australian-based infrastructure. Patient Data does not leave Australian jurisdiction except as set out in the Privacy Policy. See our Security page for details on data residency and storage.

6.4 You are responsible for the accuracy and completeness of Patient Data entered into the Platform. ApolloScribe is not liable for errors, omissions, or clinical consequences arising from inaccurate or incomplete data submitted by your practice.

6.5 Upon termination of your Subscription, you will have a 30-day window to export your Clinical Records and Patient Data in a machine-readable format. After this period, ApolloScribe may delete, de-identify, or archive data in accordance with applicable regulatory retention requirements.

6.6 ApolloScribe may use aggregated, de-identified, and anonymised data derived from Platform usage for the purpose of improving Platform performance, training internal models, and conducting analytics. Such data will not identify your practice, your clinicians, or any individual patient.

7.1 You are responsible for ensuring that patients provide appropriate informed consent before their personal and health information is collected and processed through the Platform. This includes consent to: completing a pre-consult health check survey; having their consultation transcribed; and receiving AI-assisted communications including Patient Letters and clinical notifications.

7.2 You must inform patients that their consultation may be transcribed before transcription commences. It is the treating clinician's obligation to obtain this consent, either verbally or in writing, as required by applicable professional standards.

7.3 The Platform is a clinical documentation tool, not a medical device, and does not provide clinical diagnoses, treatment decisions, or medical advice. AI-generated outputs — including Patient Overviews, Insights & Actions flags, Patient Letters, and Consult notes — are drafts to support clinical workflows. All such outputs must be reviewed and approved by a qualified clinician before distribution or reliance.

7.4 Clinical decisions, diagnoses, treatment plans, referrals, and prescriptions remain the sole professional responsibility of the treating clinician. ApolloScribe accepts no liability for clinical outcomes arising from or associated with Platform use.

7.5 The Platform is not intended for emergency or acute care. It must not be relied upon as the primary or sole means of clinical communication in time-critical situations.

8.1 The Platform uses Deepgram's medical-grade speech-to-text engine for consultation transcription, primed with patient-specific terminology derived from pre-consult survey data and patient history to improve accuracy. Transcription accuracy may vary based on audio quality, accents, and environmental conditions.

8.2 No patient personally identifiable information (PII) — including name, date of birth, Medicare number, address, or contact details — is transmitted to any external AI model. Before any clinical content is processed by AI, ApolloScribe strips all PII at the application layer. Patient identifiers are re-injected from the original record into the final output only after AI processing is complete.

8.3 AI-generated documents — including Patient Letters, Consult notes, Consult Billing summaries, Clinical Snapshots, and Insights & Actions flags — are provided as drafts to assist clinician review. ApolloScribe makes no warranty as to the accuracy, completeness, or clinical suitability of any AI-generated output.

8.4 Patient Letters generated by the Platform are distributed to patients only after a clinician has reviewed and marked the document as approved. You must ensure that your review workflow reflects this requirement and that no AI-generated clinical communication is sent without clinician sign-off.

8.5 ApolloScribe may update the AI models and processing pipelines that underpin the Platform's AI features. We will endeavour to notify you of material changes that could affect the character of AI-generated outputs.

9.1 The Platform supports integrations with third-party Practice Management Systems (PMS), including Medical Objects, Clinic to Cloud, Magentus (Genie), Vaper Trail, and HL7-compatible systems. Integration availability depends on the PMS software your practice uses and may require additional configuration.

9.2 You are responsible for holding valid licences for any PMS or third-party software you connect to the Platform. ApolloScribe does not warrant the availability, accuracy, or performance of any third-party system.

9.3 Data flows between the Platform and third-party systems may be subject to the terms and privacy policies of those third parties. You are responsible for ensuring those terms are acceptable to your practice and your patients before enabling an integration.

9.4 ApolloScribe is not liable for data errors, loss, or delays arising from third-party system failures, API changes, or integration incompatibilities.

10.1 Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or as set out in these Terms.

10.2 Confidential Information means any non-public information disclosed by one party to the other in connection with the Platform, including Platform architecture, pricing and commercial terms, patient data, clinical records, business operations, and technical know-how.

10.3 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

10.4 The confidentiality obligations in this section survive termination of these Terms for a period of three (3) years, except in relation to patient data and health information, which remains subject to indefinite confidentiality obligations under applicable law.

11.1 ApolloScribe retains all intellectual property rights in the Platform, including its software, AI models, document generation pipelines, survey frameworks, user interface, and all associated content and documentation. These Terms do not transfer any ownership interest in the Platform to you.

11.2 You retain ownership of all Clinical Records, Patient Data, and practice-specific content (including custom letter templates and survey configurations) that you create within the Platform.

11.3 You grant ApolloScribe a limited, non-exclusive licence to process, store, and use your Clinical Records and Patient Data solely for the purpose of delivering the Platform services to you. This licence does not extend to using identifiable patient data for any purpose other than service delivery.

11.4 Any feedback, suggestions, or ideas you provide to ApolloScribe about the Platform may be used by ApolloScribe without restriction or compensation to you.

12.1 ApolloScribe aims to maintain high Platform availability and will take reasonable steps to minimise unplanned outages. However, ApolloScribe does not guarantee uninterrupted or error-free access. Access may be affected by maintenance, third-party infrastructure issues, or circumstances beyond our control.

12.2 ApolloScribe will endeavour to provide advance notice of planned maintenance that may affect Platform availability, particularly during business hours.

12.3 Support is available via support@apolloscribe.com.au. Response times and escalation paths are as agreed in your Order Form, or as ApolloScribe publishes from time to time.

12.4 Enterprise service level agreements (SLAs), dedicated support channels, and custom onboarding arrangements are available subject to a separate written agreement.

13.1 To the maximum extent permitted by law, ApolloScribe's aggregate liability to you for all claims arising under or in connection with these Terms is limited to the total Subscription fees paid by you to ApolloScribe in the 12 months immediately preceding the event giving rise to the claim.

13.2 ApolloScribe is not liable for any indirect, consequential, incidental, special, or punitive loss or damage, including loss of revenue, loss of data, loss of clinical records, or clinical harm, even if advised of the possibility of such loss.

13.3 ApolloScribe is not liable for any losses arising from: (a) your reliance on AI-generated outputs without independent clinical review; (b) inaccurate or incomplete patient data submitted by your practice; (c) integration failures attributable to third-party PMS systems; or (d) your failure to comply with patient consent obligations.

13.4 You indemnify ApolloScribe against all losses, claims, damages, and expenses (including reasonable legal costs) arising from: (a) your breach of these Terms; (b) your use of the Platform in a manner not authorised by these Terms; (c) any claim by a patient, regulator, or third party arising from your clinical decisions or communications; or (d) any failure by your practice to meet its privacy or consent obligations.

13.5 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under the Competition and Consumer Act 2010 (Cth) or other applicable legislation, including implied guarantees that cannot be contracted out of.

14.1 These Terms commence on the date your Practice Account is activated and continue until the Subscription is terminated in accordance with this section.

14.2 Either party may terminate the Subscription on not less than 30 days written notice to the other party.

14.3 ApolloScribe may terminate or suspend access immediately on written notice if: (a) you commit a material breach of these Terms and fail to remedy the breach within 14 days of written notice; (b) you become insolvent, enter voluntary administration, or are wound up; (c) your continued use of the Platform creates a risk to patient safety, data security, or ApolloScribe's systems; or (d) any invoice remains unpaid beyond 30 days of the due date.

14.4 On termination, your licence to access the Platform ceases immediately. You will have 30 days from the date of termination to export your Clinical Records and Patient Data. ApolloScribe will then delete, de-identify, or archive data in accordance with applicable regulatory requirements.

14.5 Termination does not affect accrued payment obligations or any rights or obligations that are expressed to survive termination, including sections 6.6, 10, 11, 13, and 15.

15.1 These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement between the parties with respect to the Platform and supersede all prior representations, agreements, and understandings.

15.2 These Terms are governed by the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales.

15.3 A waiver of any right or obligation under these Terms is only effective if given in writing. A failure to exercise or delay in exercising a right does not constitute a waiver.

15.4 If any provision of these Terms is found to be invalid or unenforceable, it will be read down to the minimum extent necessary to make it valid, or severed if it cannot be read down, without affecting the remaining provisions.

15.5 You may not assign, transfer, or novate your rights or obligations under these Terms without prior written consent from ApolloScribe. ApolloScribe may assign these Terms on written notice to you, including in connection with a corporate restructure, merger, or sale of business.

15.6 Notices under these Terms must be in writing and sent to the contact details on record for each party. Notices to ApolloScribe must be addressed to the Privacy Officer at support@apolloscribe.com.au or by post to 55 Tyrrell Street, The Hill NSW 2300, Australia.