Terms of Service

1. About these Terms

These Terms of Service (“Terms”) are a legally binding agreement between you and Cover Labs Pty Ltd (ACN 691 951 096) (“Cover Dental”, “we”, “us” or “our”). They govern your access to and use of the Cover Dental websites, web application, mobile applications and related services (together, the “Platform”).

You accept these Terms when you create an account, accept them in the Platform, or otherwise use the Platform. If you do not agree, you must not use the Platform. Our Privacy Policy explains how we handle personal information.

If you use the Platform on behalf of a Clinic, you confirm that you are authorised to bind the Clinic to these Terms, and “you” includes the Clinic.

The Platform is currently provided in Australia only. You must be at least 18 years old and able to form a legally binding contract under Australian law to use it. Part A and Part E apply to everyone. Part B applies to Clinics, Part C applies to Professionals, and Part D applies to anyone who takes part in our Referral Program. Where a Part speaks to Clinics or to Professionals, the other party can rely on it too.

2. Definitions

• “Booking” means a group of Shifts on one or more days, posted to all matching Professionals, where the first Professional to accept it accepts every day in it.
• “Casual Employment Contract” means the standard-form employment contract published at cover.dental/employment-contract, on which a Clinic employs a Professional. It is an agreement between the Clinic and the Professional and does not form part of these Terms.
• “Clinic” means a dental practice business that holds a Cover Dental clinic account, including each of its sites.
• “Clinic User” means an individual a Clinic has authorised to use its account, including administrators, staff members and Payroll Administrators.
• “Employment” means the casual employment of a Professional by a Clinic under the Casual Employment Contract. It starts when the Professional accepts a Shift from a Clinic that does not employ them at the time and continues, through each later Shift, until it ends under that contract.
• “Engagement” means one Shift worked within an Employment. Accepting a Booking forms an Engagement for each day in it.
• “Information Statements” means the Fair Work Information Statement and the Casual Employment Information Statement published by the Fair Work Ombudsman.
• “Minimum Rate” means the minimum ordinary hourly rate the Platform sets for a role under Section 13.2.
• “Pay Run” means a pay run prepared on the Platform for a Clinic's completed Shifts.
• “Payroll Administrator” means a Clinic User whom the Clinic has nominated as authorised to make declarations for its Pay Runs.
• “Payroll Partners” means Paysense (provided by IOPayroll), which provides the payroll engine; Beam, which processes superannuation contributions; MessageXchange (EVISION Pty Limited), the sending service provider through which single touch payroll reports are lodged; and any replacement provider we notify.
• “Professional” means an individual who holds a Cover Dental professional account and applies for or accepts Shifts. The Platform currently supports dental assistants, dental receptionists, dental hygienists and oral health therapists.
• “Service Fee” means the fee described in Section 16.1.
• “Shift” means a unit of work a Clinic posts on the Platform, including its date, start and finish times, role, location and hourly rate.
• “Shift Schedule” means the record of an Engagement's details that the Platform shows before a Shift is accepted and fixes when it is accepted (Section 5.3).
• “User” or “you” means a Clinic, Clinic User, Professional or any other person who accesses the Platform.

3. The role of Cover Dental

3.1 What we provide

Cover Dental is a job board and workforce administration platform for dental clinics. Clinics use it to advertise Shifts, and Professionals use it to find and accept them. The Platform also provides tools for verification, messaging, scheduling, clock-in, timesheets and ratings, and for preparing the Clinic's own payroll through our Payroll Partners.

3.2 What we are not

Cover Dental is not a party to any Employment or Engagement and is not the employer, host employer or employer of record of any Professional. We are not a labour hire provider, recruitment agency or employment agent, and we do not supply workers to Clinics.

We are not a registered tax agent or BAS agent, and we do not provide tax agent services or make declarations to the Australian Taxation Office (ATO) on anyone's behalf.

We do not hold, receive or control wages, superannuation or withheld tax, and we do not make, initiate or authorise any payment of them. Wages are paid by the Clinic from its own bank account. The only amounts we pay to Professionals are referral rewards under Part D, which are not payment for work.

3.3 Who decides what

The Clinic decides whether to post a Shift, what it pays (at or above the Minimum Rate and the legal minimum for the Professional's correct classification), and how the work is directed and supervised. The Professional decides whether to accept a Shift. We set the Minimum Rate for each role (Section 13.2), but we do not direct, supervise or control the work, and we do not choose which Professional works a Shift.

3.4 Verification is not a guarantee

We carry out the checks described in Section 17.1, but they rely on documents and information supplied by Users and third parties, and they reflect the position at the time of the check. They do not replace a Clinic's own obligations as an employer, including confirming a practitioner's registration on the public AHPRA register and meeting any supervision or scope-of-practice requirements.

3.5 No other relationship

Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between you and Cover Dental.

4. Your account

4.1 Your account

You must register using accurate, current information and keep it up to date. Each account is for one person or one Clinic. You are responsible for keeping access to your account secure (including the email address and phone number you use to sign in) and for activity under your account. Tell us immediately at support@cover.dental if you suspect unauthorised use.

4.2 Refusing or restricting access

We may refuse verification, or restrict a User's ability to post or accept Shifts, where verification fails, where information provided is inaccurate, or where we reasonably believe a User has breached these Terms or poses a risk to other Users or patients.

5. Shifts and employment

5.1 Shifts and Bookings

A Clinic posts a Shift or a Booking (Section 13.1), and a Professional chooses whether to accept it (Section 18.1). Accepting a Booking accepts every day in it. If a Clinic later adds a day to a Booking, that day is offered to the same Professional to accept separately.

5.2 Employment between a Clinic and a Professional

When a Professional accepts a Shift from a Clinic that does not employ them at the time (their first Shift from it, or the first after an earlier Employment with it has ended), the Clinic employs the Professional as a casual employee, and that Employment continues through each later Shift the Professional accepts from that Clinic. Each Shift worked is an Engagement within that Employment. There is no firm advance commitment to continuing or regular work, and neither party has to offer or accept any further Shift.

An Employment ends when either party gives notice through the Platform, when either account closes or the Clinic leaves the Platform (Section 15.8), or automatically once 12 weeks have passed in which the Professional has worked no Shift for that Clinic, has no accepted Shift scheduled with that Clinic and has no hours awaiting approval or inclusion in a Pay Run. A Professional who works for several Clinics has a separate Employment with each.

5.3 The Casual Employment Contract and Shift Schedule

By using the Platform, each Clinic and each Professional agrees that every Employment between them is on the terms of the Casual Employment Contract, which both can read at any time on the Platform. Before a Professional accepts a Shift, the Platform shows both parties its Shift Schedule: the Clinic's legal name and ABN, the site, the date and times, the role, the award classification the Minimum Rate is based on, how the hourly rate is made up and any requirements of the Shift. When the Shift is accepted, its Shift Schedule is fixed and cannot be changed, and it forms part of that Engagement.

The Casual Employment Contract is a standard form between the Clinic and the Professional. Cover Dental publishes and maintains it but is not a party to it, and it does not form part of these Terms. These Terms do not form part of it either. It is not legal advice, and it never reduces an entitlement: an award, an enterprise agreement, the National Employment Standards and the law prevail over it to the extent of any inconsistency.

Sections 6 and 7 set out commitments the Clinic and the Professional each make to us as a condition of using the Platform. They add to, and never reduce, any entitlement either party has under law, an award or an agreement.

5.4 Starting a Shift

A Professional clocks in by entering the rotating Cover Code displayed by the Clinic, or the Clinic starts the Shift. When a Professional clocks in, the Platform records their device location and its distance from the Clinic, once, at that moment. The Casual Employment Contract contains the Clinic's notice of this record. A location outside the expected range is recorded but does not stop the Shift starting. A Shift cannot be started more than 30 minutes after its scheduled start unless the Clinic allows a later start. A Shift cannot be started until the Professional's onboarding for that Clinic is complete (Section 18.3).

5.5 Working together outside the Platform

Clinics and Professionals are free to work together outside the Platform, including where a Clinic offers a Professional permanent or ongoing employment. We do not charge a placement, buyout or conversion fee. Work arranged outside the Platform is not covered by these Terms, the Platform's payroll tools or the Service Fee.

6. Cancellations, no-shows and finishing early

6.1 Cancellation by a Clinic

A Clinic may cancel an open Shift at any time. A Clinic may also cancel an accepted Shift through the Platform, and the Professional will be notified. Clinics should give as much notice as possible. We do not charge a cancellation fee. The Clinic remains responsible for any payment the Professional is entitled to under the applicable award or law.

6.2 Cancellation by a Professional

A Professional may cancel an accepted Shift through the Platform only if they do so more than one hour before the Shift's start time. The Shift then reopens to other Professionals. Within an hour of the start time the Platform will not accept a cancellation, and the Professional must contact the Clinic directly.

6.3 No-shows

If an accepted Shift has not been started within 30 minutes after its scheduled start time (or by any later start the Clinic allows), the Platform automatically expires it and records a no-show on the Professional's account. A Clinic may also record a no-show. A Professional who cannot attend should cancel through the Platform more than one hour before the start time (Section 6.2), or otherwise contact the Clinic directly. If you believe a no-show was recorded in error, contact us and a person will review it. We may take a Professional's no-show history into account when deciding whether to restrict or suspend their account under Section 21, but a person reviews that history first, and we do not count an absence taken for a reason protected by law.

6.4 A Professional who is not ready to work

If, in the Clinic's reasonable assessment at or before the start of a Shift, a Professional is not ready, willing and able to perform the work (for example, because they arrive materially late, lack required equipment or appear unfit for work), the Clinic may, acting lawfully and reasonably, decline to start the Shift, allow part of the Shift to be worked, or choose not to offer the Professional further Shifts. Any such decision must comply with employment and anti-discrimination law, including any minimum engagement entitlement under the applicable award.

6.5 Finishing a Shift early

Either party can end a Shift before its scheduled finish time. The Casual Employment Contract sets out what the Clinic must then pay. The Platform calculates it this way:

• Clinic-initiated. If the Clinic ends the Shift early for any reason on its side, the Platform calculates, and the Clinic pays, the greater of the hours actually worked and the minimum engagement under the applicable award.
• Professional-initiated. If the Professional ends the Shift early for a reason not attributable to the Clinic, the Platform calculates, and the Clinic pays, the hours actually worked, and the Clinic remains responsible for any further amount the applicable award requires.
• Recording. Who ended the Shift is recorded when it ends or, if not, by the Clinic when approving the timesheet, and the Platform applies the matching rule. Deliberately misrecording who ended a Shift is a breach of these Terms.

7. Timesheets and approval

At the end of a Shift, the Professional or the Clinic submits a timesheet recording the actual start, finish and break times. The other party reviews it and either approves it or rejects it with a reason. A rejected timesheet can be amended and resubmitted.

When approving, a Clinic may adjust the recorded start, finish and break times. The Professional is notified when the timesheet is approved and can see the approved times. A Clinic must record times accurately and honestly, and by approving it confirms that the hours and the pay shown are correct. Approval completes the Shift and includes it in the Clinic's next Pay Run. Timesheets are never approved automatically, and an unapproved timesheet is not included in a Pay Run, so Clinics must review timesheets promptly. The Professional is owed pay for the hours they worked whether or not the timesheet has been approved, and we remind a Clinic, and then follow up with it, while a timesheet waits for approval.

Clinics and Professionals should resolve disagreements about a timesheet directly. Either party may contact us, and we may help informally by reviewing clock-in records, messages and timestamps. Any view we give is not binding and does not limit either party's right to seek help from the Fair Work Ombudsman or to pursue any other legal remedy.

8. User conduct

You must not, in connection with the Platform:

• provide false, misleading or deceptive information, or misrepresent your identity, qualifications, registration or experience;
• clock in to a Shift without being present at the Clinic, share a Cover Code with anyone not working the Shift, or record hours that were not worked;
• use personal information obtained through the Platform (including contact details, emergency contacts and the health-condition indicator) for any purpose other than the relevant Engagement;
• as a Clinic, cancel, decline or stop offering Shifts to a Professional because of the health-condition indicator;
• use the Platform to provide labour hire services, on-sell access, or otherwise commercialise the Platform without our written consent;
• harass, threaten, defame, unlawfully discriminate against or otherwise mistreat another User, a patient or our staff;
• post or send content that is unlawful, infringing, obscene, defamatory or otherwise objectionable;
• manipulate ratings, reviews or the Referral Program;
• attempt to access another User's or Clinic's data, gain unauthorised access to the Platform, interfere with its operation, or introduce malicious code;
• scrape, copy or reverse-engineer any part of the Platform, except as the law expressly permits; or
• use the Platform for any unlawful purpose or in breach of any applicable law.

We may remove content, restrict or suspend accounts, or take other reasonable action to enforce these obligations, and may report suspected unlawful conduct to the relevant authorities.

9. Ratings, content and intellectual property

9.1 Ratings and reviews

After a Shift, Clinics and Professionals can rate one another. Ratings and reviews must be genuine, accurate and based on actual experience. We may remove any that breach these Terms or that we reasonably believe are misleading, defamatory or otherwise inappropriate.

9.2 Your content

You keep ownership of the content you submit to the Platform, including profile content, messages, ratings and timesheets. You grant Cover Dental a non-exclusive, royalty-free licence to host, store, reproduce, adapt (for technical purposes) and display that content to operate and improve the Platform, including showing ratings and reviews to other Users. You confirm that you have the right to grant this licence and that your content does not infringe anyone's rights.

9.3 Our Platform

We and our licensors own the Platform and all intellectual property in it. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose in accordance with these Terms. If you give us feedback or suggestions, we may use them without obligation to you.

10. Privacy and confidentiality

Our Privacy Policy explains how we handle personal information. It does not form part of these Terms. If you receive personal information about another User through the Platform, you must use it only for the relevant Engagement, keep it secure, and handle it in accordance with applicable privacy law. Professionals must keep patient information confidential, and each Clinic remains responsible for its patients' information.

Each party must keep confidential any non-public information about the other that it receives through the Platform and is marked or would reasonably be understood as confidential, except where disclosure is required by law.

11. Third-party services and app stores

The Platform relies on and integrates third-party services, including those described in our Privacy Policy and our Payroll Partners. Their own terms may apply to your use of them. Our responsibility for services we do not control is set out in Section 22.3.

If you download our mobile app from the Apple App Store or Google Play, these Terms are between you and Cover Dental, not Apple or Google. Apple has no obligation to provide maintenance or support for the app and is not responsible for addressing any claim relating to it. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you as they relate to the iOS app.

12. Clinic accounts and Clinic Users

A Clinic must register using its correct legal entity name and ABN. The Clinic is responsible for who it gives access to its account, for everything its Clinic Users do on the Platform, and for removing access promptly when someone leaves or should no longer have it. The permissions attached to each role are described in the Platform and may change as we improve it. A Clinic must only nominate as Payroll Administrators people who are genuinely authorised to make declarations for the Clinic's payroll.

13. Posting Shifts and pay rates

13.1 Posting Shifts

A Clinic may post a Shift or a Booking. Each must accurately state the dates, start and finish times, role, location, hourly rate and any other material terms, including requirements such as uniform or registration. A Clinic may edit a Shift until a Professional accepts it. After that, its Shift Schedule is fixed (Section 5.3).

13.2 Minimum Rates

The Platform sets a minimum ordinary hourly rate for each role at no less than the award minimum for the highest classification ordinarily applicable to that role, and will not accept a Shift with an hourly rate below it. Penalty and overtime rates are calculated by applying the award's penalty and overtime percentages to the agreed ordinary rate. We update the Minimum Rates when the award's rates change, and the Shift Schedule shows the classification each Minimum Rate is based on.

13.3 Classification remains the Clinic's responsibility

The Clinic, as employer, remains responsible for paying no less than the award minimum for the Professional's correct classification, including where the work performed requires a higher classification. That includes any increase in award rates that applies to work performed after it takes effect. The Minimum Rate check does not relieve the Clinic of this responsibility (see Section 15.2).

14. The Clinic as employer

14.1 The Clinic's obligations

For each Employment, the Clinic must:

• comply with the Fair Work Act 2009 (Cth), the National Employment Standards and the applicable modern award;
• pay the Professional correctly and on time from its own bank account, including all amounts owing when the Employment ends within the time the applicable award requires;
• give any notice of workplace surveillance that the law requires, including the notice about clock-in location records in the Casual Employment Contract;
• provide a safe workplace, including induction, infection control and emergency procedures, and meet its work health and safety obligations;
• meet any supervision and scope-of-practice requirements that apply to the work;
• maintain workers' compensation insurance and comply with anti-discrimination law; and
• keep the employee records the law requires.

14.2 Information Statements

The Clinic must give each Professional it employs the Information Statements at the start of every Employment, including a new Employment after an earlier one with the Clinic has ended. The Clinic authorises us to give them on its behalf. When an Employment starts, the Professional completes onboarding for the Clinic in the app: they sign a tax file number declaration for the Clinic if they have not already made one, and they acknowledge receiving the Information Statements, which the app shows them. Once both steps are done, we email the Professional, on the Clinic's behalf, an onboarding pack with both Information Statements and a link to their signed tax file number declaration. The Professional cannot start a Shift with the Clinic until their onboarding for the Clinic is complete, and we send them reminders before the Shift. We also email the Professional the current Casual Employment Information Statement 6 months and 12 months after the Employment started, and every 12 months after that while the Employment continues. We keep each version of the Information Statements we give, and record which version each Professional received and acknowledged, and when. The current Information Statements are available at any time in the app. The Clinic remains responsible for any other notice the law requires.

We provide, through the Platform, software tools that help the Clinic meet its obligations as an employer, including giving the Information Statements, recording acknowledgements and keeping records. The Clinic remains the employer and is responsible for meeting the National Employment Standards and its other obligations under the Fair Work Act 2009 (Cth) and any applicable award. We are not liable for the Clinic's failure to meet those obligations, including where an email or reminder is delayed or not delivered, except to the extent the Australian Consumer Law or any other law provides otherwise (Section 22.1).

14.3 Insurance and work health and safety

Each Clinic must maintain workers' compensation insurance and public liability insurance as required by the laws of its state or territory, and must comply with all work health and safety obligations applying to its premises and activities.

15. Payroll on the Platform

15.1 How payroll on the Platform works

A Clinic's payroll on the Platform runs in its own payroll business on Paysense, which is set up for the Clinic during onboarding. Ownership of that payroll business is transferred to the Clinic's nominated user, after which our access is limited to what we need to operate the integration. The Clinic authorises us to use that access to maintain employee records, send approved timesheet and pay data, prepare Pay Runs, and retrieve the payslips, reports and other documents its payroll business produces for the Clinic.

Approved timesheets are collected into a weekly Pay Run. Paysense calculates PAYG withholding and prepares payslips, the single touch payroll pay event and superannuation contributions.

We add each Professional as an employee in the Clinic's payroll business when their onboarding for the Clinic is complete. When an Employment ends and nothing is owed to the Professional for it, we end the Professional's employment in the Clinic's payroll business on Paysense with that end date. If the Clinic employs the Professional again, we reactivate the same payroll record with the new start date.

15.2 Pay calculations and award classification

The Platform calculates pay for each Shift under the Health Professionals and Support Services Award 2020, including penalty rates, overtime and public holidays, by applying the award's percentages to the agreed ordinary rate (Section 13.2). Pay figures shown before a timesheet is approved are estimates.

The Clinic is solely responsible for paying every Professional it engages correctly. That includes checking that the rate paid meets the minimum for the Professional's correct classification, checking the Platform's calculations, and paying any shortfall. If a calculation or classification is not right, the Clinic must not approve pay it knows to be incorrect, must ensure the Professional is paid correctly, and should tell us. A correction can be paid as an adjustment in a later Pay Run. We do not charge a Service Fee on a correction caused by an error in the Platform's calculations. Our calculations are a tool to assist the Clinic and are not legal, employment or tax advice. Our liability for them is set out in Section 22.3.

15.3 Single touch payroll declarations

Every Pay Run's pay event must be declared by one of the Clinic's Payroll Administrators before it is lodged. The Payroll Administrator reviews the Pay Run, reads the declaration and actively signs it in the Platform. We keep a record of the declaration, the text shown and details that identify the Payroll Administrator. No pay event is lodged without a Payroll Administrator's declaration, and we never make a declaration on a Clinic's behalf.

Pay events are lodged in the Clinic's name through its sending service provider, MessageXchange, which the Clinic must nominate in the ATO's Access Manager. The Clinic is responsible for ensuring each Payroll Administrator is authorised and that the information declared is true and correct.

15.4 Paying wages

The Clinic pays each Professional's wages from its own bank account, using the pay information prepared in its payroll business. The Clinic is responsible for paying on time, for the payments it makes, and for any failed or incorrect payment. Wages never pass through Cover Dental's accounts.

15.5 Superannuation

Superannuation is processed under the Clinic's own agreement with Beam, which the Clinic enters into during setup. The Clinic remains responsible for its superannuation guarantee obligations, including paying the correct amount to the fund each Professional has nominated (or, where a Professional has not nominated one, the Clinic's default fund), within the time the law requires, and for any shortfall.

15.6 Other Clinic responsibilities

The Clinic is also responsible for:

• reviewing each Pay Run before a Payroll Administrator declares it;
• keeping the employment and pay records the law requires, for as long as it requires;
• ensuring payslips are issued within the time required by law;
• its payroll tax and workers' compensation obligations; and
• keeping its ATO, bank and business details on the Platform accurate.

15.7 Payroll Partners

Our Payroll Partners may require a Clinic to accept their own terms during setup. Our responsibility for their acts and omissions is set out in Section 22.3. We may change a Payroll Partner by giving Clinics reasonable notice.

15.8 If a Clinic leaves

The Clinic's payroll business on Paysense remains the Clinic's after it stops using the Platform. Every Employment the Clinic has through the Platform ends on the day it leaves. The Clinic keeps access to the Platform's payroll features until the end of the financial year in which it leaves, so it can complete its end-of-year reporting. Our access to its payroll business is then removed. The Clinic remains responsible for keeping its records, completing Pay Runs for work already performed, paying all amounts owing to Professionals within the time the applicable award requires, and paying any Service Fees owing.

16. Fees and billing

16.1 Service Fee

Clinics pay a Service Fee of 15% of the total shift value in each Pay Run, meaning the gross pay (including base pay, overtime and penalty rates) and superannuation for the Shifts in that Pay Run. GST of 10% is added to the Service Fee. Amounts not included in a Pay Run, such as tips, reimbursements (for example, travel) and anything paid outside the Platform, are excluded.

16.2 When and how the Service Fee is charged

Nothing is charged when a Shift is accepted or a timesheet is approved. The Service Fee for a Pay Run is charged once the Pay Run has been prepared and validated, including while its declaration is still pending, through a tax invoice issued by our payment processor, Stripe, and charged to the card or BECS Direct Debit account the Clinic has on file. A Clinic that pays by BECS Direct Debit also accepts Stripe's Direct Debit Request service agreement. A Clinic must have a valid payment method on file before posting Shifts. We absorb card processing fees.

16.3 Priority Boost

When posting a Shift, a Clinic may add a Priority Boost for the price shown when it is added. It is charged when the Shift is posted. A Priority Boost ranks the Shift higher among matching Professionals and marks its notifications as priority. It does not guarantee that the Shift will be accepted. A Priority Boost is non-refundable once the Shift is posted, including if the Shift is later cancelled or not filled. If the Shift fails to post, the charge is refunded.

16.4 Referral credit

Referral credit earned under Part D is applied to the Service Fee before GST is calculated.

16.5 Unpaid fees

If a charge fails, we will ask the Clinic to pay it through the Platform, updating its payment method if needed, and we may retry it. While an amount is overdue, we may prevent the Clinic from posting new Shifts. This happens automatically where a Pay Run's Service Fee remains unpaid, or the Pay Run has not been declared, three business days after the pay date set for that Pay Run, or where the Clinic's account balance is negative. An unpaid fee does not stop a Pay Run for work already performed. We may recover overdue amounts and reasonable recovery costs, and charge interest at the rate set under the Penalty Interest Rates Act 1983 (Vic) until paid.

16.6 Changes to fees

We will give Clinics at least 30 days' notice of any change to the Service Fee or the Priority Boost price. The change applies to Pay Runs prepared, and Priority Boosts purchased, after it takes effect. A Clinic that does not accept a change may close its account before then.

16.7 Refunds and the Australian Consumer Law

Service Fees are non-refundable once charged, except where we have charged in error or the law requires a refund. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law that cannot lawfully be excluded (see Section 22.1).

17. Verification and credentials

17.1 Professional verification

Before a Professional can accept a Shift, the Platform requires, among other things:

• identity verification through our verification provider, Didit;
• the credentials required for the Shift's role, reviewed and approved by our team and not expired. For example, dental hygienists and oral health therapists need their qualification, AHPRA registration and professional indemnity insurance, and dental assistants need a relevant qualification or referenced experience;
• a nominated superannuation fund; and
• payroll details.

A TFN declaration for the Clinic is not needed to accept a Shift. It is part of the onboarding a Professional must complete before they can start a Shift with that Clinic (Section 18.3).

We may change these requirements from time to time.

17.2 Keeping credentials current

A Professional must tell us promptly if their registration is suspended or cancelled, if conditions or undertakings are placed on it, if their insurance lapses, or if any other credential stops being valid. A Professional must not accept or work a Shift they are not entitled to work.

18. Accepting and working Shifts

18.1 Accepting Shifts

A Professional is never obliged to accept a Shift, and accepting one Shift from a Clinic never obliges them to accept another. Before accepting, a Professional can read the Shift's Shift Schedule. By accepting, a Professional confirms that they are legally and professionally entitled to perform the work, hold every registration it requires, and have accurately represented their qualifications and experience. A Professional can accept a Shift before completing onboarding for that Clinic, including the TFN declaration, but cannot start (clock in to) a Shift with that Clinic until onboarding is complete (Section 18.3).

18.2 The Professional's obligations

For each Engagement, the Professional must:

• attend on time, in a fit state to work, with any equipment and personal protective equipment the Shift requires;
• perform the work to a professional standard consistent with their qualifications, training and experience;
• follow the Clinic's reasonable and lawful directions, infection-control procedures, patient-privacy requirements and workplace policies; and
• not solicit the Clinic's patients.

18.3 Onboarding, Information Statements and your TFN declaration

When your Employment with a Clinic starts, including a new Employment after an earlier one with that Clinic has ended, you complete onboarding for that Clinic in the app. You sign a tax file number declaration for that Clinic if you have not already made one, and you acknowledge receiving the Fair Work Information Statement and the Casual Employment Information Statement, which the app shows you. Once both steps are done, we email you, on that Clinic's behalf, an onboarding pack with both Information Statements and a link to your signed tax file number declaration. Until your onboarding is complete you cannot start a Shift with that Clinic (Section 18.1), and we send you reminders before the Shift. We email you the current Casual Employment Information Statement again 6 months and 12 months after your Employment with that Clinic started, and every 12 months after that while it continues. We keep each version of the Information Statements we give you, and record which version you received and acknowledged. You can read the current Information Statements at any time in the app's legal settings.

18.4 Insurance and professional standards

Each Professional must hold any professional indemnity insurance required by the Dental Board of Australia or any other regulator, and must comply with the professional and ethical standards that apply to their role.

19. Pay and payroll details

19.1 Professionals pay nothing

Professionals do not pay to use the Platform, and we do not deduct anything from a Professional's pay.

19.2 Payroll details

A Professional must keep their TFN declaration, residency, superannuation and bank details accurate and current. A change to bank details requires verification and takes effect after a 24-hour security period (a Professional's first bank details take effect immediately). Questions about pay should go first to the Clinic, as the employer.

20. Referral Program

20.1 How it works

Once you have a Cover Dental account, you can invite others to Cover Dental with your personal referral link or code. Rewards are only issued once you have also completed a Shift (Section 20.3).

20.2 Rewards

Professionals receive rewards as cash. Clinics receive rewards as credit against the Service Fee (excluding GST).

20.3 Qualifying for a reward

A referral qualifies when:

• the person referred enters your link or code (a Clinic when it creates its account; a Professional during onboarding, or later in the app before completing a Shift); and
• you and they have each completed at least one Shift, with its timesheet approved, within 90 days after they entered your link or code.

The first-Shift condition confirms that each account is genuine. A reward is paid once, is the same amount whatever the hours, rate or number of Shifts worked, and is paid for the introduction, not for any work. If a user deletes their account before a reward is paid, that reward lapses.

Both rewards are issued when the referral qualifies. Referrals that do not qualify within those 90 days expire, as do referrals whose referrer has closed their account.

20.4 Limits

• Each Professional and each Clinic can be referred only once.
• You cannot refer yourself, including through another account you control, and two people cannot refer each other.
• Each referrer can earn rewards for up to 100 referred Professionals and 50 referred Clinics. Referrals beyond those limits earn no reward for either party.

20.5 Cash rewards (Professionals)

Cash rewards are paid by Cover Dental, not by any Clinic, by bank transfer to the bank account in the Professional's payroll details, usually within 30 days after the reward is issued. We can only pay a reward once those bank details are complete.

A cash reward is a promotional incentive for introducing a new user. It is not wages or payment for any work, is not paid by or on behalf of any Clinic, is not included in any Pay Run or payslip, and does not create any employment or other working relationship with Cover Dental. We do not withhold tax from rewards. You are responsible for any tax consequences, and you may wish to seek independent advice.

20.6 Fee credit (Clinics)

Fee credit is applied automatically to the Service Fee on the Clinic's Pay Runs, starting with the credit issued earliest. Any unused balance carries forward to later Pay Runs. Fee credit does not expire, but it has no cash value, cannot be transferred or exchanged, and lapses if the Clinic's account is closed.

20.7 Sharing your link

Share your link only with people you know or who would reasonably expect to hear from you. Do not send bulk, automated or unsolicited messages, do not send spam, do not make misleading statements about Cover Dental or the rewards, and do not present yourself as acting for us. Your first name and last initial (or your Clinic's name) appear on your referral link. You will see the name and progress of the people you refer, and they will see your name.

20.8 Fraud and changes to the program

We may withhold, cancel or recover a reward where we reasonably believe a referral involves fraud, self-referral, fake accounts or Shifts that were not genuinely worked, or otherwise breaches these Terms. We may change, suspend or end the Referral Program by giving at least 30 days' notice. Rewards issued before a change takes effect are not affected.

21. Suspension and termination

You may close your account at any time. Professionals can do this in the app (see our Privacy Policy); Clinics should contact us. Before closing, a Professional must complete or cancel any accepted Shifts, and a Clinic must allow Pay Runs for work already performed to be completed and pay any Service Fees owing. Closing an account ends every Employment it is party to (Section 5.2).

We may suspend, restrict or close your account immediately if you materially breach these Terms, fail to pay amounts when due, act fraudulently, fail verification, place other Users or patients at risk, or where the law requires it. Otherwise, we may close your account for any reason by giving you at least 30 days' notice.

When an account closes, any accepted Shifts may be cancelled, amounts already owing remain payable, and unused fee credit lapses. If we close your account other than for one of the reasons in the previous paragraph, we will pay any cash referral reward you have already earned.

Sections 3, 9, 10, 15.2, 15.8, 16 (for amounts owing), 20.8, 22, 23, 25, 26 and 28, and any other provision that by its nature should survive, survive the closure of an account or the end of these Terms.

22. Consumer law, disclaimers and liability

22.1 Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Australian Consumer Law or any other law that cannot lawfully be excluded or limited. Where we are liable for a failure to comply with a consumer guarantee in relation to services not of a kind ordinarily acquired for personal, domestic or household use, our liability is limited (at our option) to supplying the services again or paying the cost of having them supplied again.

22.2 Disclaimers

Subject to Section 22.1, the Platform is provided on an “as is” and “as available” basis. We do not warrant that the Platform will be uninterrupted, error-free or secure, or that information on it is accurate or complete, and we do not warrant the suitability, conduct, qualifications or performance of any User.

22.3 Limitation of liability

Subject to Section 22.1:

1. we are not liable for any indirect or consequential loss, or any loss of profit, revenue, business, goodwill or data;
2. we are not liable for loss arising from any Employment or Engagement, the conduct of any User, the acts or omissions of a third-party provider (including our Payroll Partners), or content posted by a User, except to the extent we caused or contributed to the loss;
3. if a pay calculation made by the Platform is wrong because of an error in the Platform, our liability for that error is limited to recalculating the affected pay, refunding the Service Fee charged on the affected Pay Run, and not charging a Service Fee on the correction. The Clinic remains responsible, as employer, for paying the Professional correctly (Section 15.2); and
4. our total liability to you for all claims arising under or in connection with these Terms, whether in contract, tort (including negligence), under statute or otherwise, is limited to the greater of (i) the total fees you paid us in the 12 months before the event giving rise to the liability and (ii) A$1,000.

23. Indemnity

You indemnify Cover Dental and its officers, employees and contractors against any loss, damage, cost or expense (including reasonable legal costs) to the extent it arises from:

• your breach of these Terms or of any law;
• for a Clinic, its obligations as an employer, including pay, tax, superannuation, work health and safety and workers' compensation obligations for any Professional it engages;
• for a Professional, a breach of their professional obligations;
• content you submit to the Platform; or
• your fraud, negligence or wilful misconduct.

This indemnity is reduced to the extent the loss was caused or contributed to by our negligence, breach of these Terms or wilful misconduct.

24. Changes to the Platform and these Terms

We may change the Platform, including its features and integrations, from time to time. Features we describe as “coming soon”, early access or beta are provided as they are and may change or be withdrawn.

We may amend these Terms. For a change that is material and adverse to you, we will notify you through the Platform or by email at least 30 days before it takes effect, unless the law requires a change sooner or it is needed to address a security or fraud risk, in which case we will give as much notice as we reasonably can. You may close your account before a change takes effect, without any penalty. If you keep using the Platform after a change takes effect, the amended Terms apply to you.

25. Disputes with Cover Dental

If you have a dispute with us, please tell us at support@cover.dental with the details. We will both try in good faith to resolve it within 20 business days before starting court proceedings, except where urgent relief is needed. This does not limit your right to contact a regulator such as the ACCC, the Office of the Australian Information Commissioner or the Fair Work Ombudsman. Disputes between Users are for those Users to resolve, although we may help informally (see Section 7).

26. Governing law

These Terms are governed by the laws of Victoria, Australia. You and Cover Dental submit to the non-exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them.

27. Electronic communications and signatures

You agree to receive notices and documents from us electronically. When you accept, acknowledge, approve, declare or sign something in the Platform (for example, a TFN declaration, an acknowledgement of the Information Statements, a timesheet approval or a Pay Run declaration) by ticking a box, pressing a button or similar, that is your signature and has the same effect as a handwritten signature to the extent the law allows. We record the time and details of the device used as evidence.

28. General

• Notices. Notices to Cover Dental must be sent to support@cover.dental. We may send notices to you through the Platform, by push notification or to the email address on your account. They are treated as received 24 hours after sending.
• Assignment. You may not assign or transfer your rights under these Terms without our written consent. We may assign or transfer ours to a related body corporate or a successor in connection with a corporate transaction, and will notify you if we do.
• Events beyond control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, except for obligations to pay money.
• Severance. If any provision of these Terms is unenforceable, it is severed to the minimum extent necessary and the rest continues in effect.
• Waiver. A waiver of a right under these Terms is effective only if it is in writing.
• Entire agreement. These Terms, together with any supplementary terms we give you for a particular feature, are the entire agreement between you and Cover Dental about the Platform. The Privacy Policy and the Casual Employment Contract do not form part of these Terms.

29. Contact

Cover Labs Pty Ltd (ACN 691 951 096), trading as Cover Dental. For any questions about these Terms, contact us at support@cover.dental.