Terms of Service

1. About these Terms

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

By creating an account, accepting these Terms in-app, or otherwise using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Platform.

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 the Platform.

2. Definitions

• “Clinic” means a dental practice (and the individuals authorised to act on its behalf) that holds a Cover Dental clinic account, posts Shifts and engages Professionals.
• “Professional” means an individual dental practitioner or other dental worker (for example a dentist, dental hygienist, oral health therapist, dental assistant or sterilisation technician) who holds a Cover Dental professional account and applies for or accepts Shifts.
• “User”, “you” means a Clinic, Professional or any other person who accesses the Platform.
• “Shift” means a unit of dental work posted by a Clinic on the Platform, including its date, start and end time, role competency, hourly rate and any additional terms.
• “Shift Contract” means the casual employment or engagement contract between a Clinic and a Professional that arises when a Professional accepts a Shift, as further described in Section 4.
• “Service Fee” means the fee Cover Dental charges Clinics for use of the Platform, as set out in Section 6.

3. The role of Cover Dental

Cover Dental operates a two-sided marketplace that introduces Clinics to Professionals and provides supporting tools — including profile management, search and matching, messaging, scheduling, timesheeting, payment processing, and integrations with payroll and accounting systems.

Cover Dental is not a party to any Shift Contract, is not a labour-hire provider, is not a recruitment agency, and is not the employer of any Professional. We do not direct or supervise the work performed by Professionals. The Clinic is the employer or principal under the Shift Contract and is responsible for compliance with all employment, work health and safety, anti-discrimination and patient-care obligations arising in connection with that engagement. Cover Dental expressly disclaims any contract, tort or statutory liability arising in any dispute between Users.

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

4. Shifts and Shift Contracts

4.1 Posting Shifts (Clinics)

A Clinic may post a Shift through the Platform. Each posted Shift must include accurate details of the date(s), start and finish times, hourly rate, role competency, location and any other material terms. The Clinic is responsible for ensuring the rate offered complies with all applicable laws, including any modern award, enterprise agreement, superannuation guarantee and minimum-wage requirements. A Clinic may amend or withdraw a posted Shift at any time before a Professional accepts it.

4.2 Accepting Shifts (Professionals)

A Professional may apply for or accept a Shift through the Platform. By accepting a Shift, the Professional confirms they are legally and professionally entitled to perform the work, hold all necessary registrations (including AHPRA registration where applicable) and have accurately represented their qualifications and competencies. A Professional has no obligation to accept any particular Shift.

4.3 Formation of the Shift Contract

When a Professional accepts a Shift, the Clinic and the Professional are deemed to have entered into a separate Shift Contract on the terms of the posted Shift, any additional terms agreed between them, and the relevant clauses of these Terms. As a casual arrangement, the Shift Contract gives no guarantee of ongoing or regular work beyond the accepted Shift. If there is any inconsistency between the Shift Contract and these Terms, these Terms prevail.

4.4 Shift lifecycle

Each Shift moves through the following states on the Platform: open → accepted → active → pending approval → completed. Specific obligations (including cancellation rights, timesheet submission and payment release) depend on the state of the Shift at the relevant time.

4.5 Shift performance

The Professional agrees to:

• attend the Shift on time, with all necessary equipment and personal protective equipment, and in a fit state to perform the work;
• perform the duties described in the Shift to a professional standard consistent with the Professional's qualifications, training and experience;
• comply with the Clinic's reasonable and lawful directions, infection-control procedures, patient-privacy obligations and house rules; and
• refrain from soliciting the Clinic's patients or staff outside the Platform.

5. Cancellations, no-shows and finishing early

5.1 Cancellation by a Clinic

A Clinic may cancel an open Shift at any time before a Professional accepts it. Once a Professional has accepted a Shift, the Clinic should make every reasonable effort to honour it. If a Clinic cancels a Shift after acceptance, or fails to provide the work on the agreed day, the Clinic remains responsible for any minimum-engagement payment the Professional is legally entitled to under the relevant award or law and may be charged a cancellation processing fee at our discretion.

5.2 Cancellation by a Professional

A Professional may cancel an accepted Shift only through the Platform and only if they do so more than one (1) hour before the Shift start time. Cancellation requests within one hour of the Shift start time will be rejected by the Platform; in those circumstances, the Professional must contact the Clinic immediately and may be recorded as a no-show. Repeated late cancellations or no-shows may result in suspension or termination of the Professional's account in accordance with Section 12.

5.3 No-shows and unfit Professionals

If, in the Clinic's reasonable assessment made at or before the start of the Shift, a Professional is not ready, willing and able to perform the work (including arriving materially late, lacking required PPE or equipment, or appearing unfit for work), the Clinic may, acting lawfully and reasonably:

• send the Professional home without payment;
• allow partial Shift work with proportional payment; or
• determine the Professional is unsuitable for future Shifts at that Clinic.

Any such determination must comply with applicable employment and anti-discrimination laws.

5.4 Finishing a Shift early

A Shift can be ended before its scheduled finish time by either party. The pay treatment depends on who ended it:

• Clinic-initiated early end. If the Clinic ends the Shift early (for example because work has finished, the Clinic no longer requires the Professional, or for any other Clinic-side reason), the Professional is paid for the actual hours worked, subject to a 50% minimum-pay guarantee: where the actual hours worked are less than 50% of the originally scheduled hours, the Professional is paid for 50% of the originally scheduled hours. This minimum is in addition to any other minimum-engagement payment the Professional is entitled to under the applicable modern award or law.
• Professional-initiated early end. If the Professional ends the Shift early (for any reason other than a circumstance attributable to the Clinic, such as unsafe working conditions), the Professional is paid only for the actual hours worked. No minimum-pay guarantee applies in this case.
• Recording. When approving the timesheet, the Clinic must indicate whether the early end was Clinic-initiated or Professional-initiated. The Platform applies the relevant pay rule automatically based on that selection. Both parties should provide accurate information; deliberate misrepresentation may result in account suspension or termination under Section 12.

6. Fees, payments and payroll integrations

6.1 Service Fee

Cover Dental charges Clinics a Service Fee equal to 12% of the base shift cost for each completed Shift. GST of 10% is applied on top of the Service Fee. Stripe processing fees are absorbed by Cover Dental and not separately itemised.

The Service Fee is calculated only on the value of the Professional's pay for the Shift. Tips, reimbursements (such as travel) and other amounts paid outside the Platform are not included in the Service Fee calculation.

We may change the Service Fee from time to time. Any change will take effect no earlier than 14 days after we notify Clinics through the Platform or by email.

6.2 Payment method

Before posting a Shift, a Clinic must add a valid payment method (credit or debit card, or another method we offer from time to time) through our payment processor, Stripe. The Clinic is responsible for keeping its payment-method details current and for any fees its issuing bank may charge.

6.3 Authorisation, capture and payment to Professionals

Once a Professional accepts a Shift, the estimated Shift cost (the Professional's pay, the Service Fee and GST) may be authorised against the Clinic's payment method. Payment is captured when the Shift is completed and the timesheet is approved (see Section 7). Cover Dental then arranges for the gross pay component to be made available to the Professional, either:

• via direct payout to the Professional through our payment processor (in which case the Professional remains responsible for their own tax and superannuation reporting); or
• by transmitting the timesheet to the Clinic's nominated payroll provider for the Clinic to process payment in its own payroll cycle.

6.4 Payroll — Cover Dental does not run payroll

Cover Dental is not a payroll provider, employer of record, or PAYG/superannuation agent. We do not withhold PAYG, lodge Single Touch Payroll, calculate or pay superannuation guarantee, generate payslips, or pay wages in the Clinic's name. Where a Clinic has connected a payroll integration (such as Xero or Employment Hero), we transmit timesheet, pay-rate and Professional details to that integration so the Clinic can process pay, PAYG withholding, superannuation, payslips and STP reporting through its own payroll system. The Clinic remains solely responsible for:

• the accuracy of payroll and tax records and for satisfying its obligations as employer (or principal) under Australian taxation, superannuation, payroll-tax and award laws;
• paying the Professional in accordance with the applicable modern award, enterprise agreement or contract;
• withholding and remitting PAYG to the Australian Taxation Office and paying superannuation guarantee to the Professional's nominated fund; and
• issuing the Professional with payslips and any other records required by law.

The Professional is responsible for keeping their personal, banking, tax and superannuation details accurate on the Platform so that the Clinic's payroll provider receives the information it needs.

6.5 Failed payments

If a payment fails for any reason, we may retry the payment, suspend the Clinic's ability to post new Shifts, and recover any amounts owed (including reasonable recovery costs) through any lawful means. Outstanding amounts accrue interest at the rate set under the Penalty Interest Rates Act 1983 (Vic) until paid in full.

6.6 Refunds and Australian Consumer Law

Service Fees are generally non-refundable once a Shift is completed. Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law that cannot be lawfully excluded. Where we are liable for a failure to comply with a consumer guarantee, our liability is limited (at our option) to re-supplying the relevant service or paying the cost of having it re-supplied.

7. Timesheets, sign-off and disputes

At the end of a Shift, the Professional submits a timesheet through the Platform recording the actual hours worked. The Clinic must review and either approve or dispute the timesheet. If the Clinic disputes the hours, the Clinic may submit the hours it believes were worked, which the Professional can accept or further dispute.

Once a timesheet is approved, payment is released and the timesheet becomes final. We recommend Clinics carefully review timesheets before approving. We strongly encourage Professionals to use any check-in/check-out functionality offered in the app to provide an objective record of hours worked.

If the Clinic and Professional cannot resolve a timesheet dispute directly, either party may ask Cover Dental to assist as an informal mediator. We will review the available evidence (including check-in/out records, chat history and timestamps) and form a reasonable view. Our determination is not binding and does not prevent either party from pursuing any legal right or remedy in a court or tribunal of competent jurisdiction.

8. Account registration, eligibility and verification

To use the Platform you must register an account using accurate and current information, and keep that information up to date. Clinics must register with their correct ABN and legal entity name. Professionals must accurately represent their qualifications, registrations and work eligibility.

We may require identity verification (including government-issued ID and biometric checks via Stripe Identity) and may verify professional qualifications and registration status (including AHPRA status) before allowing you to post or accept Shifts. We may refuse, restrict, suspend or terminate any account at our reasonable discretion, including where verification fails or where we have grounds to believe a User has breached these Terms.

You are responsible for keeping your account credentials confidential and for all activity under your account. Notify us immediately at support@cover.dental if you suspect any unauthorised use of your account.

9. User conduct and prohibited activities

You must not, in connection with the Platform:

• provide false, misleading or deceptive information, or misrepresent your qualifications, identity or registration status;
• offer or solicit work outside the Platform with the intent of avoiding the Service Fee after a match has been initiated through the Platform;
• use the Platform to provide labour-hire services, on-sell access, or otherwise commercialise the Platform without our written consent;
• harass, threaten, defame, discriminate against or otherwise mistreat any other User, patient or our staff;
• post or transmit content that is unlawful, infringing, obscene, defamatory or otherwise objectionable;
• attempt to gain unauthorised access to the Platform, interfere with its operation, or introduce malicious code;
• scrape, copy or reverse-engineer any part of the Platform other than as expressly permitted; or
• use the Platform for any unlawful purpose or in breach of any applicable law.

We may remove content, suspend accounts or take other action we consider appropriate to enforce these obligations. Suspected unlawful conduct may be reported to the relevant authorities.

10. Insurance, 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 applicable to its premises and activities. Each Clinic is responsible for providing a safe working environment for any Professional it engages through the Platform, including instruction on infection control, emergency procedures and use of equipment.

Each Professional must hold and maintain their own professional indemnity insurance to the extent required by AHPRA or any other applicable regulator, and must comply with all professional and ethical standards governing dental practice in Australia.

11. Reviews, ratings and content

The Platform includes a reviews and ratings system that allows Clinics and Professionals to rate one another after a Shift. Reviews must be genuine, accurate and based on actual experience. We may remove reviews that breach these Terms or that we reasonably believe are misleading, defamatory or otherwise inappropriate.

You retain ownership of content you submit to the Platform (including profile content, messages, ratings and timesheets). You grant Cover Dental a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, modify (for technical purposes), display and distribute that content for the purpose of operating, promoting and improving the Platform. You warrant that you have all necessary rights to grant this licence and that your content does not infringe any third-party rights.

12. Suspension and termination

You may close your account at any time through the Platform or by contacting support. Cover Dental may suspend or terminate your access to the Platform with reasonable notice for any reason, or immediately and without notice if you materially breach these Terms, fail to pay amounts when due, place other Users at risk, or where required by law.

Sections that by their nature should survive termination — including Sections 3 (role), 6 (fees), 11 (content licence), 13 (limitation of liability), 14 (indemnity) and 16 (governing law) — survive termination of these Terms.

13. Disclaimer and limitation of liability

To the maximum extent permitted by law, 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, that defects will be corrected, or that any information available on the Platform is accurate, complete or reliable. We do not warrant the suitability, conduct, qualifications or performance of any User.

Subject to any non-excludable rights you have under the Australian Consumer Law and other applicable laws:

• Cover Dental is not liable for any loss or damage arising out of or in connection with (a) any Shift Contract or the conduct of any User; (b) any act or omission of a third-party service provider relied on by the Platform; or (c) any content posted by a User; and
• our aggregate liability to you for any claim arising under or in connection with these Terms (whether in contract, tort, statute or otherwise) is limited to the greater of (i) the total Service Fees paid by you to Cover Dental in the six months immediately preceding the event giving rise to the liability, and (ii) AUD $500.

To the maximum extent permitted by law, Cover Dental is not liable for any indirect, incidental, special or consequential loss, including loss of profit, loss of revenue, loss of business, loss of goodwill or loss or corruption of data.

14. Indemnity

You agree to indemnify Cover Dental and its officers, employees, contractors and related bodies corporate against any loss, damage, cost or expense (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms or any law; (b) any Shift Contract you enter into through the Platform; (c) your failure to comply with your obligations as an employer, principal, contractor, regulated dental practitioner or taxpayer; or (d) any claim brought against us by a third party arising out of your use of the Platform.

15. Changes to the Platform and these Terms

We may update or modify the Platform — including its features, pricing, integrations and availability — from time to time. We may also amend these Terms. Where a change is material we will notify Users through the Platform or by email at least 14 days before the change takes effect. Your continued use of the Platform after the change takes effect constitutes acceptance of the updated Terms. If you do not agree to a change you must stop using the Platform.

16. Governing law and jurisdiction

These Terms are governed by the laws in force in Victoria, Australia. You and Cover Dental submit to the exclusive jurisdiction of the courts of Victoria and the courts of appeal from them in respect of any dispute arising out of or in connection with these Terms or the Platform. Nothing in this clause prevents Cover Dental from bringing proceedings in any other jurisdiction in which a User resides or operates, where necessary to enforce these Terms.

17. General

• Notices. Notices to Cover Dental must be sent to support@cover.dental. Notices to you may be sent through the Platform, by push notification, SMS or to the email address on your account, and are deemed received 24 hours after sending.
• Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign or transfer our rights and obligations to a related body corporate or to a successor in connection with a corporate transaction.
• Severance. If any provision of these Terms is held to be unenforceable, that provision will be severed to the minimum extent necessary, and the remainder will continue in full force and effect.
• Waiver. A waiver of any right under these Terms is effective only if it is in writing and signed by the party granting the waiver.
• Entire agreement. These Terms (together with the Privacy Policy and any other policies referenced in them) constitute the entire agreement between you and Cover Dental in relation to the Platform.

18. Contact

For any questions about these Terms, please contact us at support@cover.dental.