End User Licence Agreement

Last updated: 11 May 2026 · Version 1.2

1. Important — Please Read Carefully

This End User Licence Agreement and Software-as-a-Service Terms ("Agreement") is a legally binding contract between you (and, where applicable, the medical practice, partnership or company you represent) and Insqope Pty Ltd (ABN 86 662 373 613) of 33/40–52 Barina Downs Road, Norwest NSW 2153, Australia ("Insqope", "we", "us", "our").

By clicking "I Accept", by registering an account, by installing the Adapter (defined below), or by accessing or using the GPClarity service in any way, you agree to be bound by this Agreement. If you do not agree, do not register, install or use the service.

If you are accepting this Agreement on behalf of a medical practice or other entity, you warrant that you have the authority to bind that entity, and references to "you" include that entity.

2. About GPClarity and the Parties

GPClarity (the "Platform") is a performance-monitoring and analytics software-as-a-service product designed to assist medical practices and general practitioners with monitoring, analysing and understanding their own consultation activity and Medicare item usage patterns.

The Platform is owned by GP Clarity Pty Ltd (ABN 22 658 622 621) of 48 Appian Circuit, Baulkham Hills, NSW 2153 ("GP Clarity"), which is the licensor of all intellectual property in the Platform. Insqope is the appointed exclusive master distributor of the Platform under a separate Master Distribution Agreement with GP Clarity, and is responsible for sales, marketing, billing and front-line customer support. Insqope contracts directly with you under this Agreement and grants you a sub-licence to use the Platform on the terms set out below. GP Clarity and Insqope are independent companies.

The Platform is offered, supported and made available only in Australia. It is not intended for use outside Australia.

3. Definitions

"Adapter" means the local Windows service component of the Platform that is installed on a server within your practice environment and that communicates with the Cloud Platform.
"Cloud Platform" means the cloud-hosted components of GPClarity operated by or on behalf of GP Clarity in Australia.
"Account Data" means information you provide on signup or while using the Platform, including names, email addresses, phone numbers, provider numbers and practice site details of registered users.
"Aggregated Practice Data" means the doctor-level aggregated, de-identified outputs produced by the Adapter and transmitted to the Cloud Platform, as described in clause 7.
"Practice Management System" means your local clinical/practice management software (for example, Best Practice) and the underlying database operated within your practice.
"Subscription" means a paid monthly or annual subscription to the Platform under an Order, plus any Trial.
"Trial" means the seven (7) day free trial described in clause 5.
"Order" means an order, quote or online checkout selection in which you nominate the subscription tier and term.
"Subscription Tier" means the Foundations, Enhance or Optimise module set, or such other tiers as we offer from time to time.

4. Licence Grant

Subject to your continuing compliance with this Agreement and payment of all applicable fees, Insqope (acting under licence from GP Clarity) grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence during the term of your Subscription to:

install and operate one (1) instance of the Adapter on a server within your practice environment per practice site;
access and use the Cloud Platform via the web for the Subscription Tier you have purchased; and
view, save and print reports and outputs generated by the Platform for your own internal performance-monitoring and self-review purposes.

All rights not expressly granted are reserved by GP Clarity.

5. Free Trial

We offer a Trial period of seven (7) days from first registration. During the Trial:

you may access the Subscription Tier we make available for trial purposes;
no fees are payable for the Trial period itself;
the Platform is provided "as is" with no warranties of any kind, to the extent permitted by law; and
at the end of the Trial, your Subscription will continue under the paid plan you selected at signup unless you cancel before the Trial ends.

We may modify, shorten or withdraw Trial offers at any time.

6. Subscription, Auto-Renewal, Fees and Term

6.1 Term. Your Subscription begins on the date you accept this Agreement (or, if a Trial applies, at the end of the Trial) and continues for the billing period selected (monthly or annually).

6.2 Auto-renewal. Your Subscription will automatically renew for successive periods of the same length, at the then-current fee, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current period. By accepting this Agreement you authorise Insqope (and any payment processor we appoint) to charge your nominated payment method for each renewal.

6.3 Fees and billing. Fees, payment terms, taxes and applicable surcharges are set out in your Order or in a separate billing document provided by Insqope. Unless stated otherwise, all fees are in Australian dollars and exclusive of GST.

6.4 Failure to pay. We may suspend or terminate access if any amount is overdue, without affecting our other rights.

6.5 Changes to fees. We may change subscription fees on at least thirty (30) days' written notice, with the new fee taking effect at the next renewal.

7. How the Platform Handles Data — Important Disclosure

You should read this clause carefully and ensure your practice is comfortable with it before installing the Adapter.

7.1 Architecture. The Adapter is installed on a server inside your practice's local network. It polls the Cloud Platform approximately every thirty (30) seconds and receives a SQL query that it then executes against your Practice Management System database. The result is transmitted as JSON back to the Cloud Platform.

7.2 On-premise aggregation. The SQL queries used by the Platform are designed to perform aggregation (for example, GROUP BY, COUNT and SUM operations) on your local database, before any data leaves your network. What is transmitted to the Cloud Platform is doctor-level aggregate, consultation-metric data only — for example: doctor identifier, date, MBS item code and a count.

7.3 What is transmitted. The categories of data transmitted to the Cloud Platform include:

consultation counts per doctor per day, with billing totals;
MBS service item codes and counts per doctor per day;
PBS prescription product/pack codes and counts per doctor per day;
co-billing pairs of MBS item codes per doctor per day;
urgent/telehealth item codes and counts per doctor per day;
for clinical notes, only a daily unique-word count per doctor — note text is tokenised inside your local database and the raw text is not transmitted; and
practitioner administrative information such as doctor name, provider number and practice site address.

7.4 What is NOT transmitted. The Platform does not request, receive or store patient names, dates of birth, Medicare card numbers, IHIs, MRNs or any other patient identifier. There is no patient-level data model in the Cloud Platform. The Platform is designed and operated such that it does not store or process personally identifying information of patients.

7.5 Honest disclosure regarding the Adapter. You acknowledge that the Adapter is a thin SQL execution component: it executes whatever SQL query the Cloud Platform sends it. The privacy properties described in clauses 7.2–7.4 are achieved architecturally and operationally — that is, by GP Clarity controlling which queries are issued — and are not enforced by an independent client-side whitelist within the Adapter itself. We commit that:

the queries issued by the Cloud Platform will be limited to those required to compute the Platform's monitoring metrics and produce doctor-level aggregates of the kind described in clause 7.3;
we will not knowingly issue queries designed to retrieve patient identifiers; and
you may, at any time, request a current list of the SQL scripts in production use, and you may inspect outbound traffic from the Adapter on your own network.

7.6 Hosting. The Cloud Platform and all Account Data and Aggregated Practice Data are hosted in Australia.

7.7 Future changes to data handling. If the Platform is in future configured or operated in a way that would collect or process personally identifying information (including patient identifying information), we will update this Agreement and the Privacy Policy and obtain your further consent before any such change applies to your account.

7.8 Your responsibilities. You are responsible for:

ensuring you have the right under your practice's policies, your employment or contractor arrangements, and applicable law to install the Adapter and permit the data flows described in this clause 7;
maintaining the security of the server on which the Adapter is installed, including operating system patching, network security and credential management; and
notifying us promptly if you believe the Adapter has been compromised or is behaving outside the expected parameters.

8. Acceptable Use

You must not, and must not permit any person to:

use the Platform other than for your own legitimate performance-monitoring, self-review and visibility purposes;
reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform, except to the extent expressly permitted by law;
copy, modify, adapt, translate or create derivative works of the Platform;
resell, sublicense, rent, lease or otherwise commercially exploit the Platform, or provide access to it to any third party other than authorised users at your practice;
use the Platform to build a competing product or to benchmark for the purpose of building a competing product;
interfere with or circumvent any security, access-control or rate-limiting feature of the Platform;
introduce malicious code or attempt to compromise the integrity of the Cloud Platform or other customers' data;
use the Platform to handle, store or transmit patient identifiers or to conduct activities that contravene the Privacy Act 1988 (Cth), the Australian Privacy Principles, the My Health Records Act 2012 (Cth), the Health Insurance Act 1973 (Cth) or any other applicable law; or
misrepresent, in any communication with the Department of Health, Services Australia, the Professional Services Review, AHPRA or any tribunal or court, that outputs from the Platform constitute legal, clinical, billing or compliance advice.

9. Account, Users and Security

9.1 Account information. You must provide accurate Account Data on signup (including name, email and phone number) and keep it current. You may add additional users (such as practitioners or practice managers) under your account; you are responsible for the acts and omissions of all users on your account.

9.2 Credentials. You must keep your login credentials confidential and notify us promptly of any suspected unauthorised access.

9.3 Provider numbers. Where you input provider numbers or doctor identifiers, you warrant that you are entitled to do so and that the practitioners concerned are aware that their consultation activity will be analysed by the Platform.

10. NO Legal, Medical, Clinical, Billing or Compliance Advice — Critical

You must read and understand this clause.

10.1 Performance-monitoring tool only. GPClarity is a performance-monitoring and analytics tool. It is not a legal, clinical, medical, accounting, tax, billing or compliance advisory service. It is not a substitute for advice from a qualified Australian legal practitioner, registered medical practitioner, registered tax agent, or compliance professional.

10.2 No guarantee of compliance. Nothing produced by the Platform — including metrics, scores, charts, peer comparisons, recommendations and historical case references — constitutes a guarantee, certification or assurance that:

your billing or prescribing is compliant with the Health Insurance Act 1973 (Cth), the MBS, PBS, or any related legislation, regulation or determination;
you will not be referred to, investigated by, or sanctioned by the Professional Services Review, AHPRA or any other body; or
any particular billing or prescribing pattern is appropriate, lawful or correct in your individual circumstances.

10.3 Statutory thresholds. Where the Platform refers to statutory thresholds under Australian law (including thresholds under the Health Insurance Act 1973 (Cth)), our description of those thresholds is provided for general information only, may be simplified, and may not reflect the most recent legislative or regulatory position. You must not rely on the Platform to determine whether you have triggered, or are at risk of triggering, any statutory threshold.

10.4 You remain responsible. You remain solely responsible for:

the accuracy and propriety of all MBS billing and PBS prescribing carried out by you or under your provider number;
maintaining contemporaneous and adequate clinical records;
all communications with Services Australia, the Department of Health, the Professional Services Review, AHPRA and any other regulator; and
obtaining your own independent legal, medical, clinical and compliance advice.

10.5 Data accuracy. The Platform analyses data extracted from your Practice Management System. If that source data is incomplete, inaccurate, miscoded, or out of date, the Platform's outputs will reflect those limitations. We do not validate or audit your underlying source data.

10.6 Not insurance, indemnity or a financial product. The Platform is informational software only. It is not, and is not held out as: (a) a contract of insurance or any insurance product; (b) a medical indemnity, professional indemnity or run-off cover arrangement; (c) a financial product within the meaning of the Corporations Act 2001 (Cth); or (d) a guarantee, undertaking or commitment by Insqope or GP Clarity to pay, cover, indemnify, defend or otherwise underwrite any debt, repayment determination, civil penalty, legal cost, fine or other liability you may incur in connection with the Professional Services Review, the Department of Health, Services Australia, AHPRA, the Australian Tax Office, or any other regulator, tribunal or court. Insqope and GP Clarity are not authorised under, and do not hold, an Australian Financial Services Licence or any medical indemnity authorisation, and no such authorisation is required for the supply of the Platform. You must maintain your own medical indemnity insurance and any other insurance appropriate for your practice; nothing in this Agreement reduces, replaces or substitutes that cover.

11. Intellectual Property

11.1 Ownership. All right, title and interest in the Platform, the Adapter, the Cloud Platform, the algorithms, metric definitions, scoring methodologies, peer benchmark data, user interface and all related documentation are and remain the sole property of GP Clarity Pty Ltd. Insqope holds distribution rights only.

11.2 No transfer. Nothing in this Agreement transfers any intellectual property rights to you. You receive only the limited licence in clause 4.

11.3 Your data. As between the parties, you (or your practice, as applicable) own the underlying data within your Practice Management System. You grant Insqope and GP Clarity a non-exclusive, royalty-free licence to host, copy, transmit, display and process Aggregated Practice Data and Account Data for the purpose of providing and improving the Platform and producing de-identified, aggregated benchmarks. We will not sell your Account Data.

11.4 Feedback. If you provide suggestions or feedback, you grant GP Clarity and Insqope a perpetual, irrevocable, royalty-free licence to use that feedback without restriction.

12. Privacy

Our handling of personal information is governed by our GPClarity Privacy Policy, which is published at /privacy and forms part of this Agreement. By using the Platform you acknowledge and agree to that Privacy Policy. Where the terms of this Agreement and the Privacy Policy address the same subject matter, the Privacy Policy prevails.

13. Service Availability, Support and Changes

13.1 Availability. We will use commercially reasonable efforts to keep the Cloud Platform available, targeting at least 99.5% monthly uptime, excluding planned maintenance and events outside our reasonable control. We do not guarantee uninterrupted, error-free or secure operation.

13.2 Support. Insqope provides front-line (Level 1) email-based support during Australian business hours (Sydney time), excluding NSW public holidays. Technical and code-level (Level 2 / Level 3) support is provided by GP Clarity in support of Insqope.

13.3 Updates and changes. We may update, modify or discontinue features of the Platform from time to time. Where a change materially reduces the functionality of your Subscription Tier, we will give reasonable notice and you may terminate without penalty under clause 14.

13.4 Subscription tiers. Markers and features are bundled into Foundations, Enhance and Optimise tiers (or as otherwise published from time to time). Your access depends on your selected tier.

14. Suspension and Termination

14.1 Termination by you. You may terminate your Subscription effective at the end of the current billing period by giving at least thirty (30) days' written notice to Insqope.

14.2 Termination by us. We may terminate or suspend your Subscription:

immediately, if you breach this Agreement and the breach is not remedied within fourteen (14) days of written notice (or immediately if the breach is not capable of remedy);
immediately, if you fail to pay any amount due and the failure continues for fourteen (14) days;
immediately, if you become insolvent, enter external administration, or commit an act of bankruptcy;
immediately, if we reasonably believe you are using the Platform in a way that creates a security, legal or regulatory risk to us, GP Clarity or other customers; or
for convenience, on thirty (30) days' written notice.

14.3 Effect of termination. On termination:

your right to use the Platform ends immediately;
you must uninstall the Adapter within fourteen (14) days;
we may delete your Account Data and Aggregated Practice Data after a reasonable retention period, except where retention is required by law;
accrued fees remain payable; and
clauses that by their nature should survive (including 7.5, 8, 10, 11, 12, 14.3, 15, 16, 17, 18 and 20) survive termination.

14.4 Data export. On request before deletion, we will use reasonable efforts to provide you with a copy of your Aggregated Practice Data in a commercially reasonable format.

15. Warranties and Disclaimers

15.1 Mutual warranties. Each party warrants that it has the authority to enter into this Agreement.

15.2 Disclaimer. To the maximum extent permitted by law, the Platform is provided "as is" and "as available". We disclaim all warranties, conditions, representations and guarantees, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or that the Platform will detect, prevent or predict any Professional Services Review or AHPRA referral, investigation, audit, finding or sanction.

15.3 Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law ("ACL") where to do so would be unlawful. To the extent the Platform is supplied to you as a "consumer" within the meaning of the ACL, our liability for breach of a non-excludable consumer guarantee is, at our option and to the maximum extent permitted, limited to:

in the case of services, supplying the services again or paying the cost of having them supplied again; and
in the case of goods, replacing the goods, supplying equivalent goods, repairing the goods, or paying the cost of replacement or repair.

16. Limitation of Liability

16.1 Excluded loss. To the maximum extent permitted by law, in no event will Insqope, GP Clarity or any of their respective officers, employees, contractors or related entities be liable to you for any:

loss of profit, revenue, goodwill, reputation or business opportunity;
loss arising from any Professional Services Review or AHPRA referral, investigation, finding, sanction, repayment determination, civil penalty, or criminal proceeding;
loss of or corruption of data;
loss arising from your reliance on the Platform's outputs in making clinical, billing, prescribing, employment or business decisions; or
indirect, consequential, special, punitive or exemplary loss,

whether arising in contract, tort (including negligence), under statute or otherwise, and whether or not we were advised of the possibility of such loss.

16.2 Liability cap. To the maximum extent permitted by law, our total aggregate liability to you in respect of all claims arising out of or in connection with this Agreement or your use of the Platform is limited to the total subscription fees paid by you to Insqope in the twelve (12) months immediately preceding the event giving rise to the claim.

16.3 Risk allocation. You acknowledge that the fees charged for the Platform reflect the allocation of risk in this clause 16, and that we would not provide the Platform on these terms without these limitations.

17. Indemnity

You indemnify Insqope and GP Clarity (and their officers, employees and contractors) against all loss, damage, liability, cost and expense (including legal costs on a solicitor-and-own-client basis) arising out of or in connection with:

your breach of this Agreement;
your breach of any law (including the Health Insurance Act 1973 (Cth), the Privacy Act 1988 (Cth), and AHPRA professional obligations);
any claim by a third party (including a patient, a colleague at your practice, the Department of Health, Services Australia, the Professional Services Review or AHPRA) arising out of your use of the Platform; or
your installation, configuration or operation of the Adapter on a network or device you do not have authority to use.

18. Confidentiality

Each party must keep confidential the other's non-public business, technical and commercial information disclosed under this Agreement, and use such information only for the purpose of performing this Agreement, except where disclosure is required by law or to professional advisers under a duty of confidence.

19. Changes to this Agreement

We may update this Agreement from time to time. We will give you at least thirty (30) days' notice of material changes by email to your registered email address or via in-product notification. If you do not agree to a material change, your sole remedy is to terminate your Subscription before the change takes effect; continued use after the effective date constitutes acceptance.

20. General

20.1 Governing law and jurisdiction. This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and courts hearing appeals from them.

20.2 Notices. Notices to Insqope must be sent to info@insqope.au. Notices to you may be sent to your registered email address.

20.3 Assignment. You may not assign or novate this Agreement without our prior written consent. We may assign or novate this Agreement to a related entity or to a successor in connection with a sale of business.

20.4 Subcontractors. We may use subcontractors (including hosting providers and payment processors) to provide the Platform, provided we remain responsible for their performance.

20.5 No agency. Nothing in this Agreement creates a partnership, agency, joint venture or employment relationship between the parties.

20.6 Entire agreement. This Agreement (together with any Order and the Privacy Policy) constitutes the entire agreement between the parties regarding the Platform and supersedes any prior representations or agreements.

20.7 Severability. If any provision is held to be unenforceable, it will be modified to the minimum extent necessary, or severed, and the remainder will continue in force.

20.8 No waiver. A failure to enforce a right is not a waiver of that right.

20.9 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics, government action, network or hosting provider outages, or cyber-attack.

20.10 Counterparts and electronic acceptance. Acceptance by clicking "I Accept" or equivalent online action is binding and equivalent to a signed agreement.

21. Contact

Insqope Pty Ltd (ABN 86 662 373 613)
33/40–52 Barina Downs Road, Norwest NSW 2153, Australia
Email: info@insqope.au

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