LEGAL & PRIVACY
Subject to the terms of this Agreement, Lantern agrees to provide to the Provider access to LanternPay for which the Provider enrols and pays the applicable fees.
The Provider agrees and acknowledges that:
(a) LanternPay facilitates the submission of approved Invoices to relevant Schemes for payment in respect of Services provided to an Individual;
(b) in circumstances where Lantern intermediates payment by the relevant Scheme to the Provider, Lantern is not required to make payment to the Provider unless and until Lantern has received the relevant Invoice Amount from the relevant Scheme in cleared funds; and
(c) where Lantern does not intermediate payment by the relevant Scheme to the Provider or where Lantern intermediates payment by the relevant Scheme to the Provider but does not receive the relevant Invoice Amount in cleared funds, Lantern does not accept or assume any liability for payment of Invoice Amounts to the Provider.
2 Representations and Warranties
The Provider represents and warrants to Lantern that:
(a) (licences and qualifications) it has obtained and maintains in full force and effect all permits, licences, consents, approvals, registrations, memberships, authorisations and qualifications required for the provision of Services to the Individual;
(c) (applicable laws) it shall comply with all applicable privacy, consumer and other laws and regulations with respect to its (i) provision, use and disclosure of the Transaction Data; and (ii) use of LanternPay;
(d) (power) it has all requisite corporate or other power to enter into this Agreement and to carry out the terms of this Agreement; if the Provider is a corporation, all corporate action on the part of the Provider, its officers, board of directors and shareholders necessary for the performance of its obligations under this Agreement has been taken; this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with the terms hereof; if the Provider is a corporation, then it is a corporation in good standing in its jurisdiction of incorporation; it has read and understands the entire Agreement and desires to be bound thereby, and it has had the opportunity to consult with counsel; and
(e) (no representations) except as expressly set forth herein, no representations of any kind or character have been made to induce it to execute and enter into this Agreement.
The Provider undertakes to Lantern to:
(a) (Individual identification) take such steps as are reasonably necessary in order to ensure that the person to whom the Services are provided is the Individual in respect of whom Invoice Amounts are payable;
(b) (security and authentication) ensure that its LanternPay credentials (including password details) are managed in such a manner so as to avoid any unlawful, fraudulent or improper use of LanternPay;
(c) (compliance with laws) comply at all times with all Applicable Laws and Scheme Guidelines in the provision of Services to an Individual, in exercising its rights and fulfilling its obligations under this Agreement and in the collection, storage, use, disclosure and security practices in relation to Transaction Data;
(d) (maintain insurances) maintain such insurances in respect of the provision of Services as are necessary and/or appropriate; and
(e) (records) maintain adequate Records of the provision of Services (for at least 24 months or such longer period required by law) and provide to Lantern such Records and additional information as may be required from time to time to support Invoices.
LanternPay may immediately suspend access to LanternPay without notice where:
(a) LanternPay considers that there is a security or service or other integrity risk to LanternPay;
(b) LanternPay has reason to suspect that the Provider's LanternPay credentials are being used without required authorisation or for unlawful purposes; or
(c) LanternPay considers that it must do so in order to comply with any applicable law or Australian Government statement or request.
5 Fees and Payment Terms
In consideration for Lantern providing access to LanternPay, the Provider agrees to pay Lantern the applicable fees notified by Lantern to the Provider from time to time. The Provider is solely responsible for the bank account information provided to Lantern and must promptly inform Lantern of any changes thereto. Changes should be communicated to Lantern by entering the updated information through the relevant LanternPay App, the LanternPay Website or by contacting LanternPay support. All payments shall be made in Australian dollars. All fees are non-refundable unless otherwise explicitly stated in this Agreement. The Provider agrees to obtain its own advice in relation to good and services, sales and other taxes applicable to payments made to the Provider. All payments due to Lantern shall be made without any deduction or withholding on account of any tax, duty, charge or penalty except as required by law in which case the sum payable by a party in respect of which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, Lantern receives and retains (free from any liability in respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.
6 Confidential Information
Confidential Information disclosed by one party to the other party may only be used by the recipient party as necessary to perform its obligations under this Agreement. Neither party shall disclose to any third party Confidential Information disclosed by the other party without the prior written consent of the disclosing party except to the extent that such information is:
(a) publicly available or becomes so in the future without restriction;
(b) already in the recipient's possession and lawfully received from sources other than a party without be subject to separate confidentiality obligations;
(c) information that is required to be disclosed under compulsion of law, provided that notice is given to the other party in order that it may challenge such disclosure; or
(d) disclosed confidentially by a party on a need to know basis to employees, contractors, third party service providers and/or professional legal or accounting advisers.
The Provider agrees that Lantern may itself or through a third-party service provider, aggregate Transaction Data and use and disclose that information in de-identified form as part of research, advice and other information products Lantern develops, including, without limitation, providing data analysis to the relevant Scheme.
The Provider indemnifies, and will keep indemnified, Lantern against, and must pay Lantern on demand, the amount of any Loss which Lantern, suffers, incurs or is liable for arising from or any costs incurred in connection with:
(a) a misrepresentation by the Provider;
(b) a breach of this Agreement by the Provider; and
(c) the provision of Services by the Provider to an Individual.
8 Warranty and Disclaimer
Except as expressly set forth above and to the extent permitted by applicable law, Lantern makes no warranty of any kind, express, implied or statutory, regarding LanternPay.
To the maximum extent permitted by law, all such conditions and warranties, including without limitation the implied warranties of the suitability, fitness for particular purpose and non-infringement are hereby expressly disclaimed by Lantern, except any implied condition or warranty the exclusion of which would contravene any statute (including the Trade Practices Act 1974
(Cth)) or cause any part of this clause to be void ("Non-Excludable Condition").
Lantern's liability to the Provider for breach of any Non-Excludable Condition is limited, at Lantern's option, to refunding the price of LanternPay in respect of which the breach occurred or to providing the LanternPay service again.
The Provider acknowledges that Lantern has neither represented or warranted that LanternPay will be uninterrupted, error free or without delay or without compromise of the security systems related to LanternPay or that all errors will be corrected.
Lantern may set-off any amounts owing by it to the Provider against any amounts owing by the Provider to Lantern.
Lantern may terminate this Agreement:
(a) with immediate effect if the Provider breaches any term of this Agreement;
(b) at any time by giving 30 days prior written notice.
The Provider may terminate this Agreement:
(a) with immediate effect if Lantern breaches any term of this Agreement;
Lantern may amend this Agreement from time to time by posting a revised version of the Agreement to the relevant LanternPay App and/or the LanternPay Website and sending the Provider an email notification or otherwise notifying the Provider. By continuing to use LanternPay after any amendments to the Agreement, the Provider agrees to abide and be bound by any such changes. If the Provider does not agree with any changes made to the Agreement, the Provider must terminate the Agreement by closing the Provider's account and ceasing to use LanternPay.
This Agreement is governed by the law in force in New South Wales and the Provider irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them.
13 GST Law
For the purposes of the GST Law, in relation to each Transaction which is a Taxable Supply, the Provider makes the Taxable Supply through Lantern as agent and the Provider has the obligation to issue a Tax Invoice relating to the Taxable Supply.
The Provider may not transfer or assign any of its rights or obligations under this Agreement (including by way of declaration of trust or grant of security interest) without the prior written consent of Lantern. Lantern may assign or otherwise transfer any rights or obligations under this Agreement at any time.
In this Agreement:
'Agency' has the meaning given to that term in the NDIS Act;
'Agency Guidelines' means any guidelines issued by the Agency (including price guides);
'Agreement' means the agreement between the Provider and Lantern including the Provider's enrolment in LanternPay, the LanternPay User Agreement, the Policies and these terms and conditions;
'Applicable Laws' means all legislation and subordinate legislation in force from time to time in Australia (including common law and equity as applicable from time to time) and relevant to the provision of the particular Services to Individuals (including, in relation to the NDIS, the NDIS Act and the NDIS Rules and,, in relation to the TAC, the Transport Accident Act 1986 (Vic));
'Australian Government' means the Government of the Commonwealth of Australia or any State or local government;
'Authority' means any national, state, provincial, regional, territorial, local or municipal government, ministry, governmental department, commission, board, bureau, agency, instrumentality, executive or administrative body;
'GST Law' has the meaning given to that term in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
'Individual' means a person who is a participant or client in the relevant Scheme and, in relation to the NDIS, has the meaning given to the term 'participant' in the NDIS Act;
'Invoice' means a request for payment in respect of Services provided by the Provider to the Individual;
'Invoice Amount' means an amount paid under a Scheme in respect of the provision of Services to an Individual (including, in relation to the NDIS, an NDIS Amount);
'Lantern' means Lantern Claims Pty Ltd ABN 28 606 978 796;
'LanternPay' means the service offered by Lantern as described in the Agreement including use of the relevant LanternPay App and the LanternPay Website;
'LanternPay App' means each of the LanternPay applications for use on a device;
'LanternPay User Agreement' means agreement described as such between the Provider and Lantern in relation to the use of LanternPay generally;
'LanternPay Website' means the Lantern website located at www.lanternpay.com;
'Loss' means any loss, damage, liability, charge, expense, outgoing or costs (including all legal and other professional costs on a full indemnity basis) of any nature or kind;
'NDIS' has the meaning given to the term 'National Disability Insurance Scheme' in the NDIS Act;
'NDIS Act' means the National Disability Insurance Scheme Act 2013 (Cth);
'NDIS Amount' has the meaning given to the term in the NDIS Act;
'NDIS Rules' means the legislative instruments made under the NDIS Act;
'Provider' means the organisation who has applied to access LanternPay as a provider;
'Records' means records of the provision of Services including treatment plans, appointment schedules, signed receipts and other supporting documentation;
'Scheme' means a scheme funded by any Australian Government or Authority or any other care or entitlement scheme in relation to which Invoices may be submitted through LanternPay;
'Scheme Guidelines' means any guidelines, policies or directives issued by the relevant Scheme or any authorised body on behalf of the relevant Scheme (including, in relation to the NDIS, the Agency Guidelines);
'Services' means the goods and/or services provided by the Provider to an Individual (including, in relation to the NDIS, Supports);
'Supports' has the meaning given to that term in the NDIS Act;
'TAC' means the Transport Accident Commission;
'Taxable Supply' has the meaning given to that term in the GST Law;
'Tax Invoice' has the meaning given to that term in the GST Law;
'Transaction' means the submission of an Invoice in respect of the provisions of Services by the Provider to an Individual by means of LanternPay; and
'Transaction Data' means, in relation to a Transaction, any information in relation to an Individual and/or information about the nature of the treatment, services or goods provided by the Provider to an Individual in respect of which an Invoice has been submitted.
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