These Terms of Service help define the relationship between Mondrian Health Pty Ltd ("Mondrian", "we", "us" or "our") and the organisation or person that accesses or uses Mondrian EstiMate™ MBS-to-DRG Estimator (the "Service"). They explain what you can expect from us, what we expect from you, and the legal rules that apply when you use the Service.
By accessing, using, ordering, trialling, evaluating or allowing any User to access the Service, you agree to these Terms. If you accept these Terms on behalf of a company, hospital, health service, insurer or other entity, you represent that you have authority to bind that entity, and references to "you" and "Customer" mean that entity.
These Terms are intended for business-to-business use. They apply together with any applicable Order Form, Statement of Work, Service Level Schedule, Privacy Notice, Disclaimers, Acceptable Use Policy, security schedule or other document that expressly incorporates them. If there is any inconsistency, the following order of precedence applies unless the relevant document states otherwise: (1) Order Form or Statement of Work; (2) Service Level Schedule or security schedule; (3) these Terms; (4) the Privacy Notice; and (5) the Disclaimers.
1. About the Service
1.1 What Mondrian EstiMate is
Mondrian EstiMate is an enterprise administrative and analytical software platform that maps Medicare Benefits Schedule ("MBS") item numbers and related administrative inputs to indicative Australian Refined Diagnosis Related Group ("AR-DRG") candidates and related estimation outputs.
1.2 What Mondrian EstiMate is not
Mondrian EstiMate is not: 1. an official IHACPA AR-DRG grouper; 2. a substitute for licensed grouping software; 3. a clinical decision support product; 4. a diagnostic, screening, monitoring, prediction, prognosis or treatment tool; 5. a coding authority; 6. legal, financial, health information management, casemix, reimbursement or billing advice.
1.3 Intended use
The Service is intended only for lawful administrative, planning, operational, commercial, forecasting, modelling and internal analytical purposes. You must not use the Service for clinical care, patient triage, diagnosis, treatment selection, official funding claims, insurer claim adjudication, official casemix submissions, or any representation that an output is an official AR-DRG assignment.
2. Eligibility, authority and account administration
2.1 Business use only
The Service is offered for organisational and professional use. You must ensure each User is at least 18 years old and is authorised by you to access the Service.
2.2 Account security
You must: 1. keep account credentials secure; 2. ensure multi-user access is managed through individual accounts unless we expressly permit otherwise; 3. notify us promptly of any suspected unauthorised use, compromised credentials or security incident affecting the Service; and 4. remain responsible for all activity that occurs through your accounts, except to the extent caused by our breach.
2.3 Accurate information
You must provide accurate, complete and current account, billing and contact details, and promptly update them if they change.
3. What you can expect from us
3.1 Access to the Service
Subject to these Terms and payment of applicable Fees, Mondrian grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for your internal business operations.
3.2 Support and maintenance
Unless an Order Form or Service Level Schedule says otherwise, Mondrian will provide the Service on a commercially reasonable efforts basis. We may: 1. maintain, repair, patch, secure, update or improve the Service; 2. modify user interfaces, workflows, features and documentation; 3. perform routine, urgent or emergency maintenance; and 4. suspend affected functionality where reasonably necessary to preserve security, integrity, performance or legal compliance.
3.3 Service levels and downtime
Any uptime commitment, service credits, support hours, response times, restoration targets or named support channels apply only if expressly set out in an Order Form or Service Level Schedule.
Unless otherwise agreed in writing: 1. the Service may be unavailable during scheduled maintenance windows notified in advance where reasonably practicable; 2. emergency maintenance may occur without prior notice; 3. beta, pilot, proof-of-concept, trial or evaluation features are excluded from service levels; and 4. downtime caused by internet failures, third-party systems outside our reasonable control, Customer systems, misuse, force majeure events or suspension under these Terms does not count toward any service level commitment.
3.4 Development of the Service
We may develop, enhance, replace or discontinue features. If we make a material adverse change to core paid functionality, we will use reasonable efforts to provide prior notice and, where appropriate, offer a substantially equivalent alternative at the next renewal cycle or otherwise in accordance with the applicable Order Form.
4. What we expect from you
4.1 Lawful use
You must use the Service lawfully, fairly and in accordance with these Terms, your own internal governance requirements, and all applicable laws, regulations, industry codes and contractual obligations.
4.2 Your systems and environment
You are responsible for: 1. your own devices, networks, browsers and integrations; 2. configuring access permissions and role-based controls; 3. maintaining appropriate internal approval, governance and review procedures; 4. validating outputs before operational or commercial reliance; and 5. determining whether the Service is suitable for your intended administrative use case.
4.3 Restricted activities
You must not, and must not permit any person to: 1. copy, frame, mirror, scrape, crawl or systematically extract data or content from the Service except as expressly permitted; 2. reverse engineer, decompile, disassemble or otherwise attempt to derive source code, model weights, training data, mappings, rules, heuristics, prompts, feature engineering logic, scoring methods, taxonomies or internal methodologies; 3. circumvent rate limits, access controls, authentication, usage caps or technical restrictions; 4. use bots, scripts, undocumented calls or unauthorised API access to interact with the Service; 5. probe, scan, test or exploit vulnerabilities without our prior written consent; 6. use the Service to build, benchmark, train, validate or improve a competing product or model, or publish comparative performance results without our prior written consent; 7. upload malware, malicious code, corrupted files or harmful content; 8. use the Service in a way that interferes with other users, system integrity or security; 9. remove, obscure or alter proprietary notices, copyright notices or attributions; 10. use the Service for unlawful discrimination, automated clinical decision-making, or materially detrimental high-risk decisions affecting individual rights; 11. access or use the Service in breach of sanctions, export control laws or trade restrictions; or 12. represent any Service output as official AR-DRG grouper output, certified coding output or approved funding advice.
4.4 Acceptable Use Policy
The restrictions in this clause form part of Mondrian's Acceptable Use Policy. We may update the Acceptable Use Policy from time to time where reasonably necessary for security, legal compliance, product integrity or misuse prevention. Material adverse changes will not take effect during a committed paid term unless required by law or necessary to address a security or abuse risk.
5. Customer Data, inputs and outputs
5.1 Ownership
As between the parties, you retain ownership of the data, information, files, parameters, administrative records and other material submitted to the Service by or on behalf of you ("Customer Data"). Subject to your underlying rights, you also retain your rights in reports or materials you independently create using Service outputs.
5.2 Licence to Mondrian
You grant Mondrian a non-exclusive, worldwide, royalty-free licence for the Subscription Term and any reasonable post-termination period required for decommissioning, backup cycling and legal compliance to host, copy, transmit, process, adapt, display and otherwise use Customer Data: 1. to provide, secure, maintain and support the Service; 2. to prevent fraud, misuse and security threats; 3. to comply with law and lawful requests; 4. to generate de-identified and aggregated analytics that do not identify you, any User or any individual; and 5. as otherwise permitted by these Terms and the Privacy Notice.
5.3 Your responsibility for Customer Data
You are solely responsible for Customer Data and for ensuring that you have all rights, permissions and lawful bases required to submit and use it with the Service.
5.4 No identifiable patient data unless expressly agreed
Mondrian EstiMate is designed for administrative and estimation workflows and should not require identifiable patient data. Unless an Order Form expressly states otherwise, you must not upload, transmit or otherwise provide: 1. patient names, addresses, dates of birth, Medicare numbers, insurance identifiers or contact details; 2. full clinical records; 3. free text containing identifiable health information; or 4. any other personal information or health information that is not reasonably necessary for the permitted administrative use of the Service.
If you submit personal information or health information contrary to this clause, you do so at your own risk and warrant that you have all necessary authority, notice, consents and other lawful bases to do so. Mondrian may delete, quarantine, refuse to process or require remediation of such data.
5.5 Output responsibility
You are responsible for reviewing, verifying and determining the suitability of Service outputs for your own operational, commercial and analytical purposes before acting on them.
6. Privacy and security
6.1 Privacy Notice
Your use of the Service is also governed by the Privacy Notice, which explains how Mondrian handles personal information.
6.2 Security measures
Mondrian will implement and maintain reasonable technical and organisational measures designed to protect the Service and Customer Data against unauthorised access, disclosure, alteration and loss, having regard to the nature of the Service and the information processed.
6.3 Security cooperation
Each party will reasonably cooperate with the other in relation to security incidents affecting the Service or Customer Data. Any incident handling by Mondrian does not constitute an admission of liability.
7. Intellectual property and proprietary rights
7.1 Mondrian property
Mondrian and its licensors own all right, title and interest in and to the Service, including all software, source code, object code, interfaces, designs, user interfaces, documentation, workflows, architecture, databases, templates, data structures, prompts, models, heuristics, rules, features, trade marks, brands, confidential information, know-how and improvements.
7.2 Reserved rights
Except for the limited access right expressly granted in these Terms, no right, title or licence is granted to you by implication, estoppel or otherwise.
7.3 Protected methodologies
Without limiting clause 7.1, Mondrian reserves all rights in: 1. proprietary mappings, transforms, estimation methods and scoring approaches; 2. statistical, rules-based and heuristic methodologies; 3. model architecture, feature engineering and optimisation logic; 4. data normalisation, crosswalks, inference structures and prompt patterns; 5. audit structures, confidence frameworks and report templates; and 6. any derivative improvement, enhancement, refinement or adaptation of the foregoing.
7.4 Feedback
If you provide ideas, feedback, suggestions, requests, corrections or enhancement proposals, you grant Mondrian a perpetual, irrevocable, worldwide, royalty-free right to use, adapt, disclose and commercialise them without restriction and without any obligation to you.
7.5 Government and third-party materials
The Service may incorporate, reference, transform or interoperate with third-party materials, government datasets, classifications, schedules, nomenclatures or public-sector information. All such materials remain subject to their own legal terms and ownership arrangements. Nothing in these Terms transfers ownership of those materials to you or to Mondrian.
8. Third-party software, open-source components and external services
8.1 Third-party components
The Service may include or depend on third-party software and open-source components. Those components may be subject to separate licence terms, notices and attribution requirements. To the extent required by applicable licence terms, those terms prevail over these Terms in respect of the relevant component.
8.2 External services
The Service may integrate with or depend on third-party services, including payment processors, identity services, hosting providers, messaging providers and analytics or observability services. Mondrian is not responsible for third-party services except to the extent expressly required by law or the Privacy Notice.
9. Fees, payment and taxes
9.1 Fees
You must pay the fees, charges, expenses and other amounts specified in the applicable Order Form ("Fees") in the manner and by the due dates specified there. Unless otherwise stated, Fees are in Australian dollars.
9.2 Billing and renewals
Subscriptions renew automatically for successive renewal terms equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term, unless the applicable Order Form states otherwise.
9.3 Late payment
If you fail to pay undisputed Fees when due, Mondrian may: 1. charge interest on overdue amounts at the rate of 1.5% per month or, if lower, the maximum rate permitted by law; 2. recover reasonable debt collection costs; and 3. suspend access to the Service after giving reasonable notice and an opportunity to cure, except where the non-payment is trivial, genuinely disputed in good faith, or immediate suspension would be unreasonable in the circumstances.
9.4 Taxes and GST
You are responsible for all taxes, duties and government charges associated with the supply of the Service, excluding taxes based on Mondrian's net income.
As at 18 April 2026, Mondrian Health Pty Ltd is not registered for GST. Accordingly, Mondrian does not presently charge GST on Fees. If Mondrian becomes registered for GST, or if GST otherwise becomes payable in respect of any supply under these Terms, Mondrian may charge GST in addition to the relevant Fee from the effective date of that liability, and you must pay that amount following receipt of a valid tax invoice.
9.5 Non-refundable amounts
Except as expressly stated in these Terms, an Order Form or as required by law, Fees are non-cancellable and non-refundable.
10. Suspension
Mondrian may suspend all or part of the Service immediately, with or without notice, if Mondrian reasonably believes that: 1. you or a User has breached these Terms; 2. suspension is necessary to prevent or limit a security incident, data loss, system abuse or unlawful activity; 3. continued access may expose Mondrian, the Service, another customer or a third party to material risk; 4. we are required to do so by law, court order, regulator or government authority; or 5. undisputed Fees remain overdue after reasonable notice.
Where reasonably practicable, Mondrian will notify you of the basis for suspension and the steps required to restore access.
11. Term and termination
11.1 Term
These Terms commence when you first accept them or first access the Service and continue until terminated in accordance with this clause.
11.2 Termination for convenience
Either party may elect not to renew a Subscription Term by giving notice in accordance with clause 9.2. Unless an Order Form states otherwise, neither party may terminate for convenience during a committed paid term.
11.3 Termination for cause
Either party may terminate these Terms or an affected Order Form immediately by written notice if the other party: 1. materially breaches these Terms and fails to remedy the breach within 30 days after written notice; 2. becomes insolvent, enters external administration, ceases business or is unable to pay debts as they fall due; or 3. repeatedly commits non-material breaches that collectively amount to a material breach.
11.4 Mondrian termination for risk or misuse
Mondrian may terminate immediately if you or a User uses the Service for clinical decision-making, official funding submissions, unlawful purposes, prohibited security testing, or conduct that threatens the integrity, legality or reputation of the Service.
11.5 Effect of termination
On termination or expiry: 1. your right to access the Service ends immediately unless we allow a limited post-termination export period in writing; 2. each party must cease using the other party's Confidential Information except as permitted by law; 3. accrued rights and unpaid amounts remain due and payable; 4. clauses intended to survive continue to apply, including clauses relating to payment, confidentiality, liability, indemnities, intellectual property, dispute resolution and general provisions.
11.6 Data export and deletion
Unless an Order Form or law requires a different period, Mondrian may make Customer Data available for export for up to 30 days after expiry or termination, after which Mondrian may delete or irreversibly de-identify Customer Data from active systems in accordance with its retention and backup processes.
12. Warranties, disclaimers and Australian Consumer Law
12.1 Mutual authority warranty
Each party warrants that it has full power and authority to enter into and perform these Terms.
12.2 Limited service warranty
Mondrian warrants that during a paid Subscription Term the Service will materially conform to its then-current Documentation when used in accordance with these Terms.
Your sole and exclusive contractual remedy for breach of clause 12.2 is that Mondrian will, at its option and within a reasonable time, use commercially reasonable efforts to: 1. correct the non-conformity; 2. provide a reasonable workaround; or 3. if neither is reasonably possible, terminate the affected Order Form and refund prepaid Fees for the unused portion of the affected Subscription Term.
12.3 General disclaimer
Except as expressly stated in these Terms, the Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Mondrian excludes all representations, warranties, guarantees and conditions, whether express, implied, statutory or otherwise, including as to merchantability, title, fitness for a particular purpose, availability, uninterrupted access, error-free operation, compatibility, accuracy, completeness, non-infringement, commercial outcomes, coding accuracy, reimbursement accuracy, or fitness for clinical, billing or funding use.
12.4 Australian Consumer Law notice
Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law or any other applicable law.
If a guarantee under the Australian Consumer Law applies to a supply under these Terms and the Service is not of a kind ordinarily acquired for personal, domestic or household use or consumption, Mondrian's liability for failure to comply with that guarantee is limited, at Mondrian's option, to: 1. supplying the services again; or 2. paying the cost of having the services supplied again.
12.5 No reliance on outcomes
You acknowledge that estimation outputs depend on data quality, assumptions, mappings, configuration, workflow context and other variables outside Mondrian's control, and that the Service does not guarantee any clinical, financial, reimbursement, scheduling, throughput or operational outcome.
13. Liability
13.1 Exclusion of indirect loss
To the maximum extent permitted by law, Mondrian is not liable for any indirect, incidental, special, exemplary, punitive or consequential loss, or for any loss of profit, loss of revenue, loss of funding, loss of opportunity, loss of savings, loss of goodwill, loss of data, loss of reputation, business interruption or cost of substitute services, whether arising in contract, tort (including negligence), statute, equity or otherwise.
13.2 Liability cap
To the maximum extent permitted by law, Mondrian's aggregate liability arising out of or in connection with the Service, these Terms and any Order Form, whether in contract, tort (including negligence), statute, equity or otherwise, is limited to the Fees paid or payable by you to Mondrian under the affected Order Form in the 12 months preceding the event giving rise to the claim.
13.3 Carve-outs
The limitations in this clause do not limit: 1. your obligation to pay Fees; 2. your liability for breach of clause 4, clause 5.4 or clause 7; 3. either party's liability for fraud, wilful misconduct or death or personal injury caused by negligence, to the extent liability cannot lawfully be excluded; or 4. liabilities that cannot lawfully be limited.
14. Indemnities
14.1 Customer indemnity
You indemnify Mondrian and its officers, employees, contractors and agents against any loss, damage, liability, claim, demand, penalty, fine, cost or expense (including reasonable legal costs on a full indemnity basis) arising out of or in connection with: 1. your breach of these Terms; 2. Customer Data, including any allegation that Customer Data infringes rights, breaches confidentiality or privacy obligations, or was collected, disclosed or uploaded unlawfully; 3. your use of the Service for prohibited clinical, funding, billing or unlawful purposes; or 4. any misrepresentation by you or a User that Service output is official grouper output, professional advice or certified coding.
14.2 Indemnity process
Mondrian will take reasonable steps to mitigate indemnified loss and to notify you of a claim as soon as reasonably practicable. Delay in notification does not affect your indemnity obligation except to the extent you are materially prejudiced by the delay.
15. Confidentiality
15.1 Confidential Information
"Confidential Information" means information disclosed by one party to the other that is confidential by nature, designated as confidential, or reasonably ought to be understood to be confidential, including software, security information, pricing, product roadmaps, customer data, commercial information and technical information.
15.2 Confidentiality obligations
The receiving party must: 1. use Confidential Information only for the purposes of these Terms; 2. protect it with no less than reasonable care and at least the same degree of care it uses to protect its own confidential information of a similar kind; 3. disclose it only to personnel, professional advisers and contractors who need to know it and are bound by confidentiality obligations; and 4. not disclose it to any third party except as permitted by these Terms.
15.3 Exceptions
Confidential Information does not include information that the receiving party can prove: 1. is or becomes public through no breach of these Terms; 2. was lawfully known to the receiving party before disclosure; 3. is lawfully received from a third party without confidentiality restriction; or 4. is independently developed without use of the disclosing party's Confidential Information.
15.4 Required disclosure
A receiving party may disclose Confidential Information to the extent required by law, court order, regulator or stock exchange rule, provided it uses reasonable efforts to give prior notice where lawful and practicable.
16. Dispute resolution
16.1 Good faith escalation
Before starting court proceedings, each party must first seek to resolve any dispute in good faith by escalating the dispute to senior representatives.
16.2 Mediation
If a dispute is not resolved within 20 Business Days after escalation, either party may refer the dispute to mediation administered by the Resolution Institute in Sydney, New South Wales, in accordance with its mediation rules then in force.
16.3 Urgent relief
Nothing in this clause prevents a party from seeking urgent interlocutory or equitable relief, including injunctive relief to protect Confidential Information, intellectual property or security interests.
16.4 Governing law and jurisdiction
These Terms are governed by the laws in force in New South Wales, Australia. Subject to clause 16.2, the courts of New South Wales and courts competent to hear appeals from them have exclusive jurisdiction.
17. Changes to these Terms
Mondrian may update these Terms from time to time. If a change is materially adverse to you, Mondrian will provide reasonable prior notice. Unless the change is required by law, is necessary to address an urgent security or abuse risk, or is expressly accepted by you, a materially adverse change will take effect at the start of your next renewal term. Your continued use of the Service after the effective date of a change constitutes acceptance of the revised Terms.
18. General
18.1 Assignment
You must not assign, novate, transfer or otherwise deal with these Terms without Mondrian's prior written consent, not to be unreasonably withheld in connection with a genuine business sale, merger or internal restructure. Mondrian may assign these Terms as part of a corporate restructure, financing, merger, acquisition or sale of assets on written notice.
18.2 Force majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, epidemics, utility failures, internet or telecommunications failures, labour disputes, acts of government or cyber incidents not caused by that party's breach of these Terms.
18.3 Waiver
A failure or delay to exercise a right does not waive that right.
18.4 Severability
If any provision is held unenforceable, that provision will be read down to the minimum extent necessary or severed, and the remainder of these Terms will continue in full force.
18.5 Entire agreement
These Terms and the documents incorporated by reference constitute the entire agreement between the parties in relation to the Service and supersede prior discussions, proposals and understandings about that subject matter.
18.6 Notices
Legal notices under these Terms must be sent by email to the addresses stated in the applicable Order Form or, for notices to Mondrian, to enquiry@mondrianhealth.com, unless Mondrian nominates another address in writing.
18.7 Interpretation
Headings are for convenience only and do not affect interpretation. References to "including" or similar words are not words of limitation.
19. Contact
For questions about these Terms, please contact:
Mondrian Health Pty Ltd
ABN 28 670 479 044
ACN 670 479 044
Email: enquiry@mondrianhealth.com