In this Agreement, unless the subject or the context otherwise requires, the terms defined below have a corresponding meaning: 

"Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of state and territory fair trading legislation;   

"CMI" means consumer medicines information sourced from the manufacturers of products and medications or their approved distributors; 

"Consumer" has the meaning given to the term in the Australian Consumer Law; 

"Consumer Guarantee" means a consumer guarantee contained in the Australian Consumer Law; 

"Content" has the meaning described in paragraph (a) of the Introduction section of this Agreement; 

“Customer” means your customer, being a customer or potential customer of the Pharmacy Business; 

"Customer-Facing Components" means the components of MedAdvisor’s platform and services that are designed to be used by Customers, including: 

(a) the MedAdvisor mobile application known and branded as MedAdvisor and the associated web portal; 

(b) the customer-facing features and functionality of the Medication Adherence System (including, for the avoidance of doubt, the online appointment booking functionality); and 

(c) any white-labelled version of the above that is offered under the branding of a third party (such as a Pharmacy Banner Group). 

"Customer Identification Details" means a Customer's name, address, date of birth, email address and mobile phone number; 

"Customer Services" means particular customer services provided by the Pharmacy Business to its Customers pursuant to a Program (for example, without limitation, vaccinations, pharmacy prescribing and MedChecks); 

"Customer Services Fees" means the fees (if any) payable by MedAdvisor to you in relation to the provision of Customer Services, as specified in the Program Rules; 

"DS Data" has the meaning given in clause 3.3(b); 

“End User Licence Agreement” means the terms and conditions under which Customers receive access to and use of the Customer-Facing Components. 

“Feedback” means your feedback, comments and suggestions for improvements to the Site, Services, or Content including where you post content to the Site and/or communicate with MedAdvisor or other users of the Site or the Software via forums on the Site; 

“Government Identifier” means a Customer’s Medicare number, Department of Veterans' Affairs number or any other government identifier; 

"GST" means and includes GST payable in Australia. Where the context requires a reference to GST in Australia, GST means GST within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended) and GST Act refers to that Act; 

"Hosted Application" has the meaning given in clause 3.1(a); 

“Intellectual Property Rights” means all present and future intellectual and industrial property rights conferred by statute, at civil, common law or in equity and wherever existing, including patents, designs, copyright, rights and circuit layouts, database rights, trade marks, know-how, domain names, brand names, inventions, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration and including any application or right to apply for registration and any renewal or extension of rights; 

“Licence” means the licence referred to in clause 2.1; 

"Licence Fee" means the monthly or annual licence fee payable by you to MedAdvisor; 

"Location Address" means the address of the Pharmacy Business specified by you to MedAdvisor in the course of signing up to receive the Services (which you agree to notify us of any change within 5 business days of such change); 

“MA UID” means MedAdvisor's unique identifier for a Customer which is a hashed version of the Customer's Government Identifier; 

"MA Users" has the meaning set out in clause 7.3; 

“MedAdvisor” means MedAdvisor International Pty Ltd ACN 161 366 589 (and, in this Agreement, is not a reference to the Medication Adherence System); 

"MedAdvisor for Pharmacy Cloud Service" has the meaning given in clause 3.1;  

“Medication Adherence System” means the system provided by or on behalf of MedAdvisor which: 

(a) delivers to you and Customers information relating to those Customers’ prescription medication; 

(b) provides you and Customers with a range of tools that assist you and Customers to manage Customer's prescriptions and over the counter medications; and 

(c) being an integrated computer program, provides: 

(i) Customers with a set of easy-to-use tools on a Customer's web browser, smart phone or other electronic device (including the ability for that Customer to fill scripts on time and online, remember that Customer's medication doses, connect with the Customer's pharmacy and access key CMI information); and 

(ii) you and pharmaceutical companies with the ability to communicate with Customers and encourage Customer loyalty and medication adherence; and 

(iii) you with various features and functionality to assist you to operate your Pharmacy Business and provide products and services to your Customers; 

"Non-MA Customers" has the meaning set out in clause 7.3; 

“Output Data” means the Raw Data that is Transmitted to or imported by MedAdvisor for the purpose of providing the Services; 

“Personal Information” has the meaning set out in section 6(1) of the Privacy Act; 

"Pharmacy Banner Group" means the buyer group (including a franchise system) in which the Pharmacy Business is a member or participating in; 

“Pharmacy Business” means your pharmacy business as carried on at the Location Address; 

"Pharmacy-nominated Database" has the meaning given in clause 3.4(a); 

“Privacy Act” means the Privacy Act 1988 (Cth), as amended or replaced from time to time and including all regulations and statutory instruments made under that Act; 

“Program” means any program, project or initiative offered by MedAdvisor or its Related Bodies Corporate to MedAdvisor network pharmacies, including (without limitation): 

(a) any program, project or initiative for the provision of Customer Services by your Pharmacy Business to your Customers (for example, publicly funded health campaigns); 

(b) any program, project and initiative offered by MedAdvisor to assist you to operate and manage your Pharmacy Business; and 

(c) any feature or functionality of the Software that assists your Pharmacy Business to provide services to, communicate with, or transact with your Customers; 

“Program Materials” means any documentation, information, text, graphics, or other materials that MedAdvisor provides or makes accessible to you in connection with your use of or participation in a Program; 

“Program Rules” means, in relation to a Program, any specific/additional rules, protocols and requirements for that Program, as may be determined by MedAdvisor; 

“Raw Data” has the meaning set out in clause 9.1; 

“Related Body Corporate” has the meaning given to that term in the Corporations Act; 

“Representative” means, in respect of a Party, a Related Body Corporate of that Party; or an Officer, employee, agent, auditor, advisor, partner, consultant, joint venturer, contractor or sub-contractor that Party; 

"Services" has the meaning described in paragraph (b) of the Introduction section of this Agreement; 

"Site" has the meaning described in paragraph (a) of the Introduction section of this Agreement; 

"SMS Only Customers" has the meaning set out in clause 7.3; 

“Software” means all software licensed to you by MedAdvisor under this Agreement, including MedAdvisor for Pharmacy pharmacy management software (whether installed on-premise or, where you are using the MedAdvisor for Pharmacy Cloud Service, the Hosted Application); 

"Standard MA Data" has the meaning given in clause 3.3(d); 

“System” means the computers, dispensary software or other point of sale software or cloud services used or operated in connection with the Pharmacy Business from time to time, which at the date of this Agreement includes the dispensary software and the computers at the Location Address and any cloud-based dispensary software used by the Pharmacy Business; 

"System Data" means the Pharmacy Business' data, information and records contained in the System from time to time; 

"Third Party Service" has the meaning given in clause 6.4; and 

“Transmit” means to upload, submit, link, transmit, transfer or make available (in a manner approved by MedAdvisor in its discretion) information and data to MedAdvisor pursuant to this Agreement and “Transmission” has a corresponding meaning.

2.1    MedAdvisor grants you a licence of the Software on the terms and conditions of this Agreement (“Licence”). 

2.2    The Licence is subject to you accepting and agreeing to be bound by the terms of this Agreement from time to time. 

2.3    MedAdvisor warrants that it has the authority to enter into this Agreement with you. 

2.4    The Licence is limited to use of the Software on your System unless you have obtained the prior written consent of MedAdvisor to use the Software on alternative equipment. Such consent shall not be unreasonably withheld. If you use the MedAdvisor for Pharmacy Cloud Service - see clause 3. 

2.5    Depending on the version of the Software that you have licensed, the Licence only permits you to use the functionality and benefits made available in that version of the Software, as reasonably determined by MedAdvisor from time to time. 

2.6    The Licence may only be transferred or assigned by you: 

(a) with the prior written consent of MedAdvisor; and 

(b) only in the event of transfer of the Pharmacy Business to a third party.  

2.7    You agree to install and for MedAdvisor to install the Software directly on your System for the purpose of MedAdvisor providing the Services. 

2.8    MedAdvisor may notify you and provide updates or new releases for the Software for the purposes of improving performance of the Software or the Services, or resolving issues. You consent to MedAdvisor installing such updates or new releases on your System (and, if you are using the MedAdvisor for Pharmacy Cloud Service, the hosted instance of the software) at MedAdvisor’s discretion.  

3.1    The  MedAdvisor for Pharmacy Cloud Service is a service offered by MedAdvisor whereby MedAdvisor agrees to: 

(a) host an instance of MedAdvisor for Pharmacy (the Hosted Application); 

(b) host a copy of your Pharmacy Business' dispense records for use with the Hosted Application (unless MedAdvisor have agreed alternative arrangements with you or your Pharmacy Banner Group); and 

(c) provide you with Internet-based access to the Hosted Application (and, through the Hosted Application, your Pharmacy Business' dispense records) via a web portal, 

so that you can access and use a cloud based version of MedAdvisor's pharmacy management software. 

3.2    If you use the MedAdvisor for Pharmacy Cloud Service: 

(a) you agree to pay the applicable fees for the MedAdvisor for Pharmacy Cloud Service as displayed on the Site, which may include transaction fees. These fees may be varied by MedAdvisor from time to time by providing you with at least one month's notice; 

(b) the MedAdvisor for Pharmacy Cloud Service will form part of the Services under this Agreement; 

(c) MedAdvisor will, as part of the MedAdvisor for Pharmacy Cloud Service, host a copy of your Pharmacy Business' dispense records in accordance with clause 3.3 (unless MedAdvisor have agreed alternative arrangements with you or your Pharmacy Banner Group, in which case clause 3.4 applies instead); 

(d) you must comply with your obligations in relation to Software under this Agreement when accessing and using MedAdvisor for Pharmacy via the MedAdvisor for Pharmacy Cloud Service; 

(e) you are responsible for safeguarding your access credentials (such as your password and login details) for the MedAdvisor for Pharmacy Cloud Service. You agree not to disclose your access credentials to any third party. You agree to take sole responsibility for any activities or actions in relation to use of the MedAdvisor for Pharmacy Cloud Service under your password, whether or not you have authorised such activities or actions. You will immediately notify MedAdvisor of any unauthorised use of your access credentials. 

3.3    This clause 3.3 applies if MedAdvisor is hosting a copy of your Pharmacy Business' dispense records as part of the MedAdvisor for Pharmacy Cloud Service. You acknowledge and agree that: 

(a) MedAdvisor may connect to the dispensary software component of your System and copy data as necessary for MedAdvisor to provide you with access to and use of your Pharmacy Business' dispense records through  MedAdvisor for Pharmacy Cloud Service; 

(b) MedAdvisor may host the dispense spine data copied from your System pursuant to clause 3.3(a) (the DS Data) on MedAdvisor infrastructure and use the DS Data for the purpose of providing you with access to and use of your Pharmacy Business' dispense records through the Hosted Application (the DS Data Purpose); 

(c) the DS Data may include information and data (including identifiable information, such as Customer Identification Details and Government Identifiers) about any patients contained in your Pharmacy Business' dispense records (including MA Customers, SMS Only Customers and Non-MA Customers) and the associated dispensing pharmacist or prescribing health care professional; 

(d) the DS Data is separate from, and in addition to, the other types of data and information that MedAdvisor collects from your System as described in this Agreement and in our Privacy Policy (the Standard MA Data); and 

(e) you are responsible for ensuring that, to the extent required by law, your privacy policy and privacy collection notices explain that your Pharmacy Business uses third party cloud service providers to host patient data on your behalf, 

and MedAdvisor acknowledges and agrees that: 

(f) within MedAdvisor's hosting infrastructure, MedAdvisor will store the DS Data separately from the Standard MA Data; 

(g) except where necessary to comply with an applicable law, regulation or court/tribunal order, MedAdvisor will not use or disclose the DS Data for any purpose other than the DS Data Purpose (but, for the avoidance of doubt, this restriction does not apply to the Standard MA Data); and 

(h) once the DS Data is no longer required for your use of the MedAdvisor for Pharmacy Cloud Service, MedAdvisor will securely delete the DS Data in a timely manner and without undue delay. 

3.4    This clause 3.4 applies if MedAdvisor is not hosting a copy of your Pharmacy Business' dispense records as part of the MedAdvisor for Pharmacy Cloud Service, and MedAdvisor have agreed alternative arrangements with you or your pharmacy banner group. You acknowledge and agree that: 

(a) the Hosted Application will connect to the database nominated by you which contains your Pharmacy Business' patient dispense records (the Pharmacy-nominated Database); 

(b) as between you and MedAdvisor, you are solely responsible for hosting, operation, management and security of the Pharmacy-nominated Database at your own cost; and 

(c) to the maximum extent permitted by law, MedAdvisor is not liable if your access to your Pharmacy Business' patient dispense records via the Hosted Application is disrupted or unavailable due to issues with the Pharmacy-nominated Database. 

3.5 Regardless of whether clause 3.3 or clause 3.4 applies, you acknowledge and agree that you are responsible for: 

(a) providing MedAdvisor with reasonable assistance to set up and configure the connection and data transfer arrangements necessary for your use of the MedAdvisor for Pharmacy Cloud Service (if requested by MedAdvisor); 

(b) ensuring the quality, accuracy, currency and completeness of the information stored in your System; 

(c) managing any information access or correction requests, or privacy complaints, from your patients in relation to your Pharmacy Business' dispense records; and 

(d) co-operating with (and providing reasonable assistance to) MedAdvisor in relation to any patient queries, requests or complaints in connection with your use of the  MedAdvisor for Pharmacy Cloud Service.

4.1    MedAdvisor offers the Services to you subject to your compliance with this Agreement and payment of the Licence Fee and any other applicable fees, as displayed on the Site. The Licence Fee is the applicable licence fee for the version of the Software that you have chosen (as displayed on the Site and as may be varied from MedAdvisor from time to time by providing you with at least one month’s notice).  If you switch from a higher cost version of the Software to a lower cost version of the Software after less than 6 months, MedAdvisor reserves the right to charge you for any of the functionality or benefits of the higher cost versions utilised in such 6 month period at the applicable rates published on the Site. Unless otherwise stated by MedAdvisor for a particular Program or communication, you must pay any applicable SMS transactional fees for messages sent to your Customers. 

4.2    MedAdvisor reserves the right, at any time, to change any terms of this Agreement including in respect of your access to and use of the Services upon giving reasonable notice to you. Such notified changes are binding on you unless you terminate this Agreement by written notice to MedAdvisor within that reasonable notice period. MedAdvisor will not impose the changes until the reasonable notice period has expired.  

4.3    Payment of Licence Fee  
In consideration of MedAdvisor granting you a licence to use the Software, you will remit payment to MedAdvisor for the Licence Fees in accordance with the terms of this Agreement. 

4.4    Payment Terms  
You must pay MedAdvisor the Licence Fees and all amounts due under this Agreement: 

(a) in the relevant currency in which the amounts owing are invoiced (i.e. in Australian or New Zealand dollars as applicable); and 

(b) in accordance with the following payment terms, unless otherwise agreed between you and MedAdvisor: 

(i)    monthly in advance in respect of Licence Fees;  
(ii)    monthly in arrears in respect of any other amounts due under this Agreement;  
(iii)    by direct debit or credit card, unless MedAdvisor has agreed to process payment by another means; and 
(iv)    if paid on invoice, within 7 days of the date of the invoice.  

4.5    Unpaid Invoices 

(a)    Amounts that are overdue in accordance with clause 4.4 will accrue interest at a rate which is: 

(i)    equal to 7% per annum; or 
(ii)   the highest rate permitted by law, if that rate is less than the rate in clause 4.5(a)(i). 

This interest will accrue and compound on a daily basis from the due date for payment until the outstanding amount is paid in full. 

(b)    In the event that you do not pay the Licence Fees or other amounts due and payable to MedAdvisor in accordance with the payment terms in clause 4.4: 

(i)    MedAdvisor may (without limiting its rights under clause 4.5(a)) terminate this Agreement in accordance with clause 16;  
(ii)    MedAdvisor may exchange information with a collection agency for the purposes of collection, and with a commercial credit reporting bureau as described in clause 12, relating to the unpaid Licence Fees or other unpaid amounts;  
(iii)    if we incur any costs of collection for overdue amounts, such as legal fees and collection agency fees, you agree to indemnify us for all such costs.   

4.6    Set-Off 
MedAdvisor may set off any amount that you owe to MedAdvisor from time to time (whether under this Agreement or otherwise) against any amount which MedAdvisor owes to you under this Agreement. 

5.1 Preliminary 

Words or expressions used in this clause that are defined in A New Tax System (Goods and Services Tax) Act 1999 (“GST Act”) have the same meaning given to them in that Act.  

5.2 GST inclusive 

Unless otherwise stated, any amount specified in this Agreement as the consideration payable for any taxable supply includes any GST payable in respect of that supply.  

5.3 Tax invoice 

Each party agrees to do all things, including providing valid tax invoices and other documentation that may be necessary or desirable to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or payable in respect of any supply made under or in connection with this Agreement.  

5.4 Reimbursement of expenses 

If a third party makes a taxable supply and this Agreement requires a party to this Agreement (the payer) to pay for, reimburse or contribute to (pay) any expense or liability incurred by the other party to that third party for that taxable supply, the amount the payer must pay will be the amount of the expense or liability plus the amount of any GST payable in respect thereof but reduced by the amount of any input tax credit to which the other party is entitled in respect of the expense or liability.  

5.5 Adjustment event 

If an adjustment event arises in relation to a taxable supply made by a party under this Agreement (“Supplier”), the amount paid or payable by the party to whom the taxable supply is made (“Recipient”) pursuant to clause 5.2 will be amended to reflect this and a payment will be made by the Recipient to the Supplier or vice versa as the case may be.  

5.6 Non merger 

This clause does not merge on completion and will continue to apply after expiration or termination of this Agreement.

6.1    As the operator of your Pharmacy Business, you acknowledge and agree that: 

(a)    MedAdvisor is not a pharmaceutical manufacturer, a pharmacy business or a supplier of health services or advice; 

(b)    as between you and MedAdvisor, it is your sole responsibility to: 

(i)    operate your Pharmacy Business (including the dispensing of medicines, the provision of advice to patients, prescribing of medicines to patients, providing vaccinations to patients and the provision of any other pharmacy services) in accordance with all applicable laws, codes of conduct, authorisations, requirements of relevant government or regulatory authorities and quality care pharmacy program implementation information, professional rulings and standards;  
(ii)    make your own assessment regarding the suitability of the Software, the Services and the Programs for your needs, and how you wish to use them in the course of operating your Pharmacy Business; and 
(iii)    ensure that your use of the Software and Services, and your use of or participation in any Program, complies with, and is compatible with, your obligations under clause 6.1(b)(i); and 

(c)    your use of the Software or Services (and your use of or participation in any Program) does not relieve you or your Pharmacy Business’ staff from complying with applicable legal and ethical responsibilities relating to the dispensing of medicines, provision of advice to patients, prescribing of medicines to patients, providing vaccination to patients or the provision of pharmacy services, and you agree that you will, and you will ensure that your Pharmacy Business' staff, comply with any such legal and ethical responsibilities. 

6.2    Without limiting clause 6.1, when you use or participate in a Program you must: 

(a)    comply with (and ensure that your Pharmacy Business staff who use or participate in the Program comply with): 

(i)    the terms of this Agreement; 
(ii)    any additional terms and conditions that apply to that Program (including applicable fees), as notified to you by MedAdvisor through the Software or by other means; and 
(iii)    any Program Rules for that Program; and 

(b)    ensure that your users undertake (and successfully complete) any training required by MedAdvisor from time to time for that Program. 

6.3    As and when new Programs become available, MedAdvisor may offer these to you via the Site, through the Software itself and/or through any other method determined by MedAdvisor.  Without limiting clause 15, MedAdvisor may, in its sole discretion, determine whether or not it will offer any particular Program. 

6.4    Certain Programs involve features or functionality offered through the Software that utilise technology services provided by third parties (Third Party Services). You acknowledge and agree that: 

(a) Third Party Services are delivered by the relevant third party technology provider, not MedAdvisor; 

(b) when you use a Third Party Service you are choosing to share data with that third party in order to use the relevant feature. Some Third Party Services may collect additional data such as your IP address, and/or require you to create an account with the third party before you can use the relevant feature; 

(c) Third Party Services are subject to any additional terms and conditions and privacy notices that are notified to you by MedAdvisor and/or the third party. By using a Third Party Service you agree to such additional terms and conditions and privacy notices; and 

(d) you must not use any Third Party Services in any way that: 

(i) is false or misleading; 
(ii) is defamatory; 
(iii) does not comply with your privacy policy, our Privacy Policy, the privacy policy of the third party provider, or any applicable privacy laws; 
(iv) is obscene, pornographic, or offensive; 
(v) promotes bigotry, racism, hatred or harm against any individual or group; 
(vi) infringes another's rights, including any Intellectual Property Rights; or 
(vii) violates, or encourages any conduct that would violate, any applicable law or regulation. 

7.1    Subject to MedAdvisor complying with its obligations under clause 12, you grant MedAdvisor the right to access your System and System Data. 

7.2    The types of information and data we access and collect, and how we use it, depends on the nature of the Services you require, Programs you participate in and MedAdvisor's and your Pharmacy Business' relationship with the particular Customer.  By entering into this Agreement, you consent to MedAdvisor collecting, using and handling the information and data referred to in this clause 7 in accordance with the terms of this Agreement. If you use the MedAdvisor for Pharmacy Cloud Service, you consent to MedAdvisor collecting, using and handling the DS Data referred to in clause 3. 

7.3    There are three main types of Customers: 

7.4    The types of information we may collect about each type of Customer from you, and how we generally use and disclose it, is as follows: 

7.5    Without limiting clause 7.4 or any other term of this Agreement, MedAdvisor may use and handle the information we collect from you for each type of Customer as follows: 

7.6    Other types of data we collect from the Pharmacy Business, and how we use it, includes: 

7.7    MedAdvisor does not directly collect credit card information of Customers. Where MedAdvisor offers credit card payment services to Customers and collects payments on behalf of pharmacies, it does so via secure third party payment gateway providers, who manage the collection, storage and charging of credit cards. 

8.1    Nothing in this Agreement affects your ownership of your System and System Data and you are solely responsible for the content and security of your System Data. You warrant that you own the System and System Data and/or have all necessary licences, rights, consents and permissions and approvals to grant the rights to MedAdvisor as set out in this Agreement (including without limitation clauses 3, 6, 7, 8.1, 8.2, 9 and 13 of this Agreement). 

8.2    You acknowledge and agree that MedAdvisor does not have any obligation to monitor or check the accuracy of your System Data or any Raw Data that is Transmitted to MedAdvisor.

9.1    You grant MedAdvisor and its employees, agents and contractors the right to access, retrieve, Transmit, use, store, copy, modify and create derivative works of the information and data in your System Data that: 

(a)    is information or data referred to in any of clauses 3, 7.4, 7.5 and 7.6, but specifically excluding Customer Identification Details of Non-MA Customers (except where clause 3, 9.3 or 9.6 applies) and Customer credit card information; and 

(b)    such other information and data (including, where applicable, Customer Identification Details of Non-MA Customers): 

(i)    that you authorise or allow MedAdvisor to access and use; OR 
(ii)    that you do not object to MedAdvisor accessing and using within 30 days of you receiving a written request from MedAdvisor for access and use to such information or data, 

(the information and data in clauses 9.1(a) to (b) inclusive being individually and collectively “Raw Data”). 

9.2    By granting MedAdvisor the right to install the Software on your System under clause 2 and/or using the MedAdvisor for Pharmacy Cloud Service under clause 3, you acknowledge and agree that such installation (and/or use of the MedAdvisor for Pharmacy Cloud Service) will create an MA UID for each Customer.  The MA UID will not be capable of being decrypted. The unique identifier will be Transmitted in conjunction with the Raw Data relating to that Customer with the result that in relation to Non-MA Customers, MedAdvisor will receive unit level information about each Non-MA Customer but that (except where clause 3, 9.3 or 9.6 applies) information will not allow the identification of any such Non-MA Customer.   

9.3    You also grant MedAdvisor the right to access, retrieve, Transmit, use, store, copy, modify, create derivative works of and analyse the Raw Data of Non-MA Customers for the purposes of providing the Pharmacy Business with a list of Non-MA Customers that are eligible to receive certain services and offers from or organised by MedAdvisor from time to time (Health Campaign).    If you opt-in to send a particular Health Campaign: 

(a)    you consent to us accessing the Customer Identification Details of the Non-MA Customers eligible for the Health Campaign; 

(b)    you may send the Health Campaign to the relevant Non-MA Customers themselves via mail (or other means consented to by the Non-MA Customers); OR 

(c)    you may elect to appoint MedAdvisor as your agent to send the Health Campaign to the relevant Non-MA Customers and any other Customers (subject to clause 9.5) on your behalf via mail or other means you direct in which case you consent to MedAdvisor: 

(i) using the Pharmacy Business' trademarks, business name and contact details in any such communications (and MedAdvisor's details may also appear in such Health Campaigns); 

(ii) sending the Health Campaign to the final recipient list provided pursuant to clause 9.4(c) via mail (or via such other medium you direct); and 

(iii) further sub-contracting the sending of such Health Campaigns to a third party mailing and fulfilment service;  and 

(d)    in all cases, by electing to opt-in on behalf of the Pharmacy Business, you agree to and will comply with any other terms and conditions applicable to the specific Health Campaign communicated to you at the time. 

9.4    You must: 

(a)    only provide MedAdvisor with access to Raw Data and Customer Identification Details in relation to Customers (including Non-MA Customers) for which you have all necessary rights and consents required by law to do so; 

(b)    only send (or ask MedAdvisor to send as your agent) Health Campaigns to those Customers for which you have all necessary rights and consents required by law to do so; and 

(c)    prior to requesting that MedAdvisor send the Health Campaign on your behalf as agent, remove from the recipient list any relevant Customers identified as being eligible for the Health Campaign for which you do not have all necessary rights and consents required by law to contact with marketing messages via the particular medium being used to send the Health Campaign (final recipient list).   Following the sending of such Health Campaign, MedAdvisor must not use the final recipient list of Non-MA Customers or the Customer Identification Details received pursuant to clause 9.3(a) for any other purpose. 

9.5    In relation to SMS Only Customers, you consent to MedAdvisor sending Health Campaigns to such SMS Only Customers (other than Excluded Customers, defined below) on behalf of the Pharmacy Business as your agent (and containing the Pharmacy Business' name and contact details) unless you elect not to participate in a particular Health Campaign.  Any SMS fees and other costs related to the Health Campaigns will be at no cost to you.  You must regularly update MedAdvisor of any SMS Only Customers that have not provided you with all necessary consents required by law to receive Health Campaigns such as those who have subsequently unsubscribed from the Pharmacy Business' marketing communications (Excluded Customers).  By consenting to the sending of a communication under this clause, you warrant that you have notified MedAdvisor of any Excluded Customers as at the date of providing the consent.   

9.6    Where you and/or the Pharmacy Business:   

(a)    initiates a claim form to be completed via the Service (for example, to process a claim under the current Community Pharmacy Agreement or any replacement or substitute agreement); 

(b)    requests via the Service that we send certain Customer information relating to a service provided by the Pharmacy Business to a Customer to a government or regulatory body (for example, to update immunisation records of a particular Customer with the relevant government health body); or 

(c)    otherwise use MedAdvisor's technology or services (including the Software, the Services or the Programs) to process, store, transmit or receive any Customer information on behalf of your Pharmacy Business (including as part of the MedAdvisor for Pharmacy Cloud Service), 

you grant MedAdvisor the right to access, receive and Transmit the relevant Customer Identification Details, their Government Identifiers (where necessary) and such other related claim or information (whether from your System Data, or from data that you otherwise provide to MedAdvisor), and collect, store, use and transfer on those Customer Identification Details, Government Identifiers (if applicable) and such other related claim or information, solely to the extent required for MedAdvisor to process the relevant claim, request or other action on behalf of the Pharmacy Business, and for no other purpose. When doing so you must comply with all applicable laws (including privacy laws), including any requirements to obtain the Customer's informed consent and/or provide the Customer with any notices or information.  Following completion of the relevant claim, request or other action, MedAdvisor will maintain copies of the Customer Identification Details, Government Identifiers (if applicable) and other submitted claim or service information for reporting and audit purposes and otherwise in accordance with applicable laws. The foregoing applies to all Customers, whether Non-MA Customers, SMS Only Customers or MA Users.   

9.7    You acknowledge that you, and not MedAdvisor, control the relationship with the SMS Only Customers and Non-MA Customers and that MedAdvisor relies on you to obtain the necessary consents from those Customers to undertake the activities in clauses 3, 7.4, 7.5, 9.3, 9.4, 9.5 and 9.6. Accordingly, you indemnify MedAdvisor from and against any losses, damages, expenses or claims suffered or incurred by MedAdvisor, its related bodies corporate or any of their employees, advisors and contractors (“Indemnified Parties”) in connection with: 

(a) any breach by you of clauses 3, 9.3, 9.4 or 9.5; or 

(b) any allegation or claim that the sending of a communication to a SMS Only Customer or Non-MA Customer or the access, use or disclosure of any Customer or Pharmacy Business information (where MedAdvisor is permitted to do so under this Agreement) infringes the rights of any person or breaches any law. 

Nothing in this clause makes you responsible or liable for the content of any Health Campaign that was not provided by you.   MedAdvisor holds the benefit of the indemnity given by you under this clause on trust for the benefit of the other Indemnified Parties. 

9.8    Nothing in this Agreement requires you to “use”, “disclose” or “adopt” a Customer’s Medicare number or any other Government Identifiers in any way that would be a breach of the Privacy Act or any laws specifically applying to Medicare numbers or other Government Identifiers. If you disclose Medicare card numbers or other Government Identifiers to us, you warrant that you have the necessary rights and consents required by law to do so and MedAdvisor will only use any such Government Identifiers to the extent necessary to provide the Services or Program (for example, to assist you to process a claim you initiate or submit information to a government body if you request us to do so, as described in clause 9.6) and for no other purpose.

10.1    You acknowledge and agree that: 

(a)    it is your responsibility to maintain, archive, backup, support and protect your System and System Data at your own cost and expense; 

(b)    it is your sole responsibility to operate the Pharmacy Business and supply goods and services (including delivery services where applicable) to the Customer; 

(c)    MedAdvisor does not have any obligation to provide goods or services (including delivery services where applicable) to the Customer save as expressly agreed between MedAdvisor and the Customer; and 

(d)    you are solely responsible for your relationship with the Customer. 

10.2    From time to time, MedAdvisor will conduct audits on the information that it receives from you. This requires a MedAdvisor representative to contact you and check information on your System. You agree to promptly assist MedAdvisor, act in accordance with all reasonable requests from MedAdvisor and provide the information requested by MedAdvisor in connection with such audits. 

10.3    This Agreement does not grant you any rights in relation to any third party software products required in conjunction with the Software. You may be responsible for obtaining the necessary licences for such third party software products as you may require, unless notified otherwise by MedAdvisor. The Licence does not include licences to any hardware that is required to correctly operate the Software. 

10.4    Where you are involved in signing up a new Customer in person to the MedAdvisor services, you must: 

(a)    ensure the Customer is informed regarding the details of the services; 

(b)    obtain the Customer's consent for their contact details and, where applicable, date of birth, title and Medicare or DVA number, dispense and related medical information (and/or such other information reasonably required) to be provided to MedAdvisor for the account opening process and ongoing use of the account (which may involve MedAdvisor contacting the Customer directly via the Customer's mobile number and/or email address and/or prepopulating an account); 

(c)    notify the Customer that the services are subject to certain terms and conditions and have a copy of our full End User Licence Agreement and our Privacy Policy available for the Customer to review at the Pharmacy Business if requested by your Customer; 

(d)    provide the Customer with any notices required by law (if any) and a copy of any materials directed by MedAdvisor from time to time; AND 

(e)    only tick the relevant consent box for the Customer within the Software if the Customer has informed the Pharmacy Business that it consents to sub-clauses (a) and (b) and the Pharmacy Business has complied with sub-clauses (c) and (d). 

10.5    Where you are involved in signing up a new Customer remotely to the MedAdvisor services, you must ensure that a pharmacist or dispense technician: 

(a)    confirms that the photo identification provided as part of the remote registration matches the person holding the photo identification; 

(b)    confirms that the details on the photo identification match the Customer's details (including their Personal Information) that we provide to you as part of the remote registration process; and 

(c)    either: 

(i)    confirms that the Customer's details (including their Personal Information) that we provide to you matches the details in your account; or 
(ii)    creates an account for the Customer that matches the Customer's details (including their Personal Information) that we provide to you, 
after which, you must send, or cause to be sent, an activation confirmation message to the Customer.

11.1    MedAdvisor will use reasonable endeavours to ensure that the Software installed on your System: 

(a)    is reasonably free from errors; 

(b)    is free from malicious code; and 

(c)    will not harm your computer or unduly interfere with its performance. 

11.2    MedAdvisor will use reasonable endeavours to ensure that: 

(a) the information made available to or transmitted to Customers by MedAdvisor; and 

(b) if you use the MedAdvisor for Pharmacy Cloud Service, the information made available to you and your users through the Hosted Application, 

is accurate, however you acknowledge and agree that MedAdvisor is not responsible or liable for any inaccuracies in such information to the extent that such inaccuracies are caused directly or indirectly by the Raw Data not being true, complete and accurate or by information provided by third parties not being true, complete or accurate. 

11.3    Where you elect to provide Customer Services through the Pharmacy Business, MedAdvisor will pay you the Customer Services Fees (if any) as set out in the applicable Program Rules provided that you have (and have ensured that the Pharmacy Business has been conducted so that it has) complied with all of the terms and conditions of the applicable Program and MedAdvisor's reasonable directions.  When providing Customer Services, you must comply with: 

(a)    the terms and conditions of the applicable Program; and 

(b)    all laws, codes of conduct, authorisations, requirements of relevant government or regulatory authorities and quality care pharmacy program implementation information, professional rulings and standards that apply to your delivery of those Customer Services to your Customers.

12.1    MedAdvisor will take all reasonable steps to ensure that any Personal Information forming part of the Output Data is not disclosed to any third party without your consent, except to the extent required by law or permitted by the Privacy Act. Where you use a Program to process Personal Information on behalf of your Pharmacy Business, you consent to the Customer information being used and disclosed for that purpose. You consent, and must procure your pharmacists to consent, to MedAdvisor providing reports to your Pharmacy Banner Group based on the Output Data which identifies the Pharmacy Business and its pharmacists.     

12.2    MedAdvisor's collection and use of Personal Information we collect in connection with this Agreement will be in accordance with our Privacy Policy, as published on the Site and amended from time to time. 

12.3    You are responsible for safeguarding the password that you use to access the Site. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions in use of the Site under your password, whether or not you have authorised such activities or actions. You will immediately notify MedAdvisor of any unauthorised use of your password. You acknowledge that if you wish to protect your Transmission of Raw Data or other information to MedAdvisor, it is your responsibility to use a secure encrypted connection. 

12.4    We may disclose the Pharmacy Business information to third party service providers that provide reporting and data analytical capabilities but only with your consent. 

12.5    MA Users are able to nominate a "favourite" MedAdvisor network pharmacy.  MedAdvisor wants to ensure that an MA User's favourite pharmacy (as nominated by that MA User from time to time) has access to the complete dispense history held by MedAdvisor in relation to that MA User.  For the purposes of clause 12.1 and notwithstanding any other clause to the contrary, you consent to MedAdvisor disclosing Personal Information forming part of the Output Data (including the dispense history) that relates to an MA User to that MA User's favourite participating pharmacy.   Where the Pharmacy Business is the favourite pharmacy of a particular MA User, we will use reasonable endeavours to provide you with the complete dispense history held by MedAdvisor for that MA User. 

12.6    You agree not to use or disclose any MedAdvisor confidential information except to the extent necessary to provide services to your Customers and otherwise exercise your rights and perform your obligations under this Agreement. The foregoing does not restrict or prevent the Pharmacy Business from disclosing MedAdvisor confidential information if and to the extent it is required to do so to comply with applicable laws or professional obligations.  In this clause, "MedAdvisor confidential information" means information disclosed by or on behalf of MedAdvisor directly or indirectly to your Pharmacy Business that is by its nature confidential, is designated by MedAdvisor as confidential or that you know or ought reasonably know is confidential, and includes personal information we provide to you under clause 12.5, but does not include information that is in the public domain (other than through a breach of an obligation of confidentiality). 

13.1    MedAdvisor grants you a limited, non-exclusive, non-transferable, revocable licence to use the Site, the Content, the Services and any Program Materials, subject to the conditions in this Agreement. 

13.2    As between you and MedAdvisor, all rights, title, and interest in all Intellectual Property Rights (collectively “Rights”) in and related to the Software, the Medication Adherence System, the Site, Content, any Program Materials, Output Data, and any works created by MedAdvisor that are derived from or based on Output Data or your Feedback will remain the exclusive property of MedAdvisor or its related bodies corporate. To the extent that any Rights vest in you, by this Agreement you immediately assign all such Rights to MedAdvisor immediately upon their creation and agree to do all things reasonably necessary to confirm and assign such Rights to MedAdvisor. 

13.3    Except as expressly permitted in this Agreement, you must not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publish, transmit, or otherwise use the Site, Content, Output Data or Program Materials. You must not copy or modify the HTML or other code used to generate web pages on the Site. 

13.4    MedAdvisor is able to utilise any information or data collected, created or disclosed to MedAdvisor in connection with this Agreement that is in an aggregated, non-identifiable form for any purpose. 

13.5    You consent to the Pharmacy Business' name, contact details, brands and other trade marks being used in communications we send to your Customers via the Services, on our Site or otherwise as permitted by this Agreement.  We may also use and disclose details of the Pharmacy Business' opening hours, professional services offered and other information you generally make publicly available to your Pharmacy Business' customers regarding the Pharmacy Business via our Site or Services. 

13.6    You will have access to the MedAdvisor Analytics Package (“MAP”) service. MedAdvisor will use de-identified Customer data (including prescription, dispense, medical and demographic information) to provide reporting services to the Pharmacy Business and/or your Pharmacy Banner Group. Patient identifying information is de-identified to ensure such reports do not contain any Customer personal information. MAP reports (referred to in clause 7.5) may track store national uptake and utilisation of the Services, including comparative benchmarks and overall measures of our effectiveness, as well as providing state and national averages.  You consent to reports and data that relate to or identify the Pharmacy Business or Pharmacy Banner Group being provided to our service providers, partners and other third parties to support MedAdvisor's delivery of products and services. Products and services may include, but are not limited to, patient programs, health campaigns and pharmacy dashboard reporting.  Subject to clause 12.1, such reports and data will not include personal information of any pharmacist unless permitted or required by applicable law or with the consent of the pharmacist. 

14.1    You agree not to do, and agree that the Pharmacy Business will not do, any of the following: 

(a)    transmit or make available for transmission by MedAdvisor any System Data, Raw Data, DS Data, other data, text, graphics, or material that: 

(i)    is false or misleading;  
(ii)    is defamatory;  
(iii)    does not comply with your privacy policy, our Privacy Policy or applicable privacy laws;  
(iv)    is obscene, pornographic, or offensive;  
(v)    promotes bigotry, racism, hatred or harm against any individual or group;  
(vi)    infringes another's rights, including any Intellectual Property Rights; or  
(vii)    violates, or encourages any conduct that would violate, any applicable law or regulation; 

(b)    access, tamper with, or use non-public areas of the Site (including but not limited to user folders not designated as 'public' or that you have not been given permission to access), MedAdvisor's computer systems, the technical delivery systems of MedAdvisor's providers, or any hosting infrastructure used to provide the MedAdvisor for Pharmacy Cloud Service (collectively, the "MA systems"); 

(c)    attempt to probe, scan, or test the vulnerability of any part of the MA systems or Software or any related system or network or breach any security or authentication measures; 

(d)    attempt to access or search the Software, Site, Content, Output Data or any Program Materials with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by MedAdvisor or other generally available third-party web browsers (such as Microsoft Edge or Google Chrome), including but not limited to browser automation tools; 

(e)    use the Services, Programs, Software, Site or Content to send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services; 

(f)    forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site to send altered, deceptive or false source-identifying information; 

(g)    attempt to decipher, decompile, disassemble or reverse engineer the Software, the Site, Content, Output Data or any Program Materials; 

(h)    interfere with, or attempt to interfere with, the access of any user, host or network to any of the MA systems, including, without limitation, by introducing or sending any malware, virus, overloading, flooding, spamming, or mail-bombing to any of the MA systems or the systems of any other users of the Site or Software, or otherwise gain, or attempt to gain, unauthorised access to any of the foregoing systems; or 

(i)    use the Services, Software, Site, Content, Output Data or any Program to impersonate or misrepresent your affiliation with any person or entity. 

14.2    MedAdvisor has the right (but not the obligation) to investigate and take action for breach of any obligation, including Intellectual Property Rights infringement and breach of Site security. MedAdvisor may involve and cooperate with law enforcement authorities if applicable.  

14.3    Without limiting clause 14.2, MedAdvisor reserves the right to suspend your (or any of your users') access to the MedAdvisor for Pharmacy Cloud Service where MedAdvisor considers this reasonably necessary to: 

(a) prevent continued breaches of clause 14.1 or any other provision of this Agreement; or 

(b) protect the security, integrity and stability of the MedAdvisor for Pharmacy Cloud Service for you and other users of the service.

15.1    MedAdvisor may change the Software (including minor changes to features and functionality), Site, or Content without notice at any time.  MedAdvisor may change the Services, the Programs and/or any product offerings in connection with the Software at any time by giving reasonable notice to you.   If you believe that such changes are detrimental to you, you may terminate this Agreement by giving written notice to MedAdvisor within that reasonable notice period.   

15.2    The Software, Site, Programs or other communications we send may contain links to third-party websites or resources. You acknowledge and agree that MedAdvisor is not responsible or liable for: 

(a)    the availability or accuracy of such websites or resources; or 

(b)    the content, products, or services on or available from such websites or resources. 

15.3    Links to such websites or resources do not imply any endorsement by MedAdvisor of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. 

16.1    If you breach a term of this Agreement, and the breach is capable of being remedied, you must rectify such breach within ten (10) days of receiving notice of such breach from MedAdvisor. 

16.2    MedAdvisor may immediately terminate this Agreement on written notice to you if: 

(a)    you fail to rectify a breach of this Agreement (which is capable of being rectified) within the period specified in a notice issued pursuant to clause 16.1; 

(b)    you commit a breach of this Agreement (which is not capable of being rectified); 

(c)    we have the right to do so pursuant to an express term of this Agreement; 

(d)    you become bankrupt, insolvent or enter into liquidation or receivership, make a composition or arrangement with your creditors generally or take advantage of any statutory relief for insolvent debtors, or are otherwise unable to pay your debts as and when they fall due and payable; or 

(e)    you or any of the Pharmacy Business' pharmacists are convicted of any offence involving fraud or dishonestly or an offence punishable by imprisonment. 

16.3    Where MedAdvisor has the right to terminate the Agreement pursuant to clause 16.2, MedAdvisor may (instead of terminating) on written notice to you, suspend access to and use of the Software, Site, Content, Services and Programs (or any of them) until such time it is satisfied that the circumstance giving rise to the right to suspend has been resolved. 

16.4    MedAdvisor may terminate this Agreement without cause at any time on thirty (30) days' written notice to you, subject to MedAdvisor providing a pro rata refund of any fees paid to MedAdvisor by you in advance, for the period beyond the date of termination of which you will no longer have the benefit.   

16.5    You may: 

(a)    terminate this Agreement without cause on 30 days’ written notice to MedAdvisor; or 

(b)    terminate this Agreement on written notice to MedAdvisor if: 

(i)    MedAdvisor fails to rectify a breach of this Agreement (which is capable of being rectified) within ten (10) days of receiving notice of such breach from you; or 

(ii)    MedAdvisor commits a breach of this Agreement (which is not capable of being rectified). 

16.6    On termination of this Agreement, MedAdvisor is entitled to retain or delete any or all of the Output Data, including any previous versions and/or prior backups of the Output Data, subject to MedAdvisor's obligations under clause 3.3(h) in relation to any Output Data that is DS Data. 

16.7    On termination of this Agreement, you must remove all copies of the Software (including all documentation), return or destroy (at the option of MedAdvisor) any MedAdvisor confidential information in your possession or control and cease using or accessing the Software, Services and the Site, and your rights to use and participate in any Programs also cease immediately upon termination of this Agreement. 

17.1    The Australian Consumer Law provides Consumers with a number of protections including the Consumer Guarantees that cannot be excluded, restricted or modified.   Nothing in this Agreement has the effect of excluding, restricting or modifying a Consumer's rights under the Australian Consumer Law or any other statutory rights which cannot be excluded, restricted or modified.   

17.2    Subject to clause 17.1, to the full extent permitted at law, the Software, Site, Content, Services and Programs are provided “as is”, without warranty or condition of any kind, either express or implied. 

17.3    To the extent that MedAdvisor is able to limit the remedies available to you or the Customer under the Australian Consumer Law, MedAdvisor expressly limits its liability for breach of a Consumer Guarantee to: 

(a)    in the case of goods, repairing, replacing or supplying equivalent goods, or paying the cost of any of those remedies; and 

(b)    in the case of services, supplying the services again or paying the cost of having the services supplied again. 

17.4    MedAdvisor's liability in respect of a breach of or a failure to comply with an applicable Consumer Guarantee will not be limited in the way set out in the above paragraph if: 

(a)    the goods or services are 'of a kind ordinarily acquired for personal, domestic or household use or consumption', as that expression is used in section 64A of the Australian Consumer Law; 

(b)    it is not 'fair or reasonable' for MedAdvisor to rely on such limitation in accordance with section 64A(3) of the Australian Consumer Law; or 

(c)    the relevant Consumer Guarantee is a guarantee pursuant to sections 51, 52 or 53 of the Australian Consumer Law.

18.1    The terms in this clause 18 are subject to, and will not apply to the extent that they limit or exclude any rights and remedies you have under the Australian Consumer Law which cannot be lawfully excluded, restricted or modified. 

18.2    Subject to clause 17, to the fullest extent permitted at law in no event will MedAdvisor and its related bodies corporate be liable to you (whether arising in contract, tort or otherwise) for any indirect, special, incidental, punitive or consequential loss and damage of any kind, even if such loss was known, reasonably foreseen or in the reasonable contemplation of you or MedAdvisor (including, without limitation, loss of use, loss of data, loss of business or profits, business interruption or loss of information) arising out of or in connection with: 

(a)    this Agreement, the Site, Software, Content, Services or Programs; 

(b)    a breach of this Agreement by MedAdvisor or any wrongful or negligent act or omission by MedAdvisor, its related bodies corporate or any of their employees, agents and contractors in connection with this Agreement; 

(c)    your access to or use of, or inability to access or use, the Software, Site, Content, Services and/or Programs; or 

(d)    the Transmission of the Raw Data or MedAdvisor’s access to the System or System Data, 

and MedAdvisor’s sole liability to you for any direct loss and damage (whether arising in contract, tort or otherwise) in connection with the matters referred to in paragraphs (a) to (d) (both inclusive) of this clause is limited to the amount of the fees received by MedAdvisor for the Services provided to you under this Agreement. 

18.3    You acknowledge and agree that CMIs are sourced from pharmaceutical manufacturers. You further acknowledge that MedAdvisor is only a distributor channelling CMIs to the users of the Software (including your Pharmacy Business' staff) and, in turn, to Customers and cannot guarantee the accuracy of the content in each CMI. Subject to clause 17 and to the fullest extent permitted by law, MedAdvisor excludes any liability to you for or in connection with any loss, damage or expense of any kind in connection with any CMI or its use. 

18.4    The Software is a technology tool and a communications platform between the Pharmacy Business and your Customers. Subject to clause 17 and to the fullest extent permitted by law, MedAdvisor disclaims any responsibility for: 

(a)    any third party communications facilitated via the Software, including communications between a Customer and the Pharmacy Business (and its pharmacists); 

(b)    misconfiguration of the Software by the Pharmacy Business; and 

(c)    any CMIs (whether accessed and used by Pharmacy Business staff or by Customers).  

(a)    You will indemnify and will keep MedAdvisor and its Representatives (those indemnified) indemnified from and against any loss, damage, claim, action or expense (including legal expense) any of those indemnified suffer or incur arising from or in connection with: 

(i)    your operation of the Pharmacy Business; 

(ii)    your supply of pharmaceutical products, goods and services, including but not limited to the supply of the Customer Services and delivery and logistics services to the Customer or other third parties; 

(iii)    any personal injury or death suffered or incurred by a Customer or third party to whom you provide goods or services, whether as a result of or arising from negligence, breach of duty or otherwise; 

(iv)    a breach of clause 12 (Privacy and Confidentiality) and/or clause 13 (Intellectual Property Rights) of this Agreement; 

(v)    any claims or allegations by third parties (including by any of your suppliers or Customers) against any of those indemnified whether caused or contributed to by your breach of this Agreement, or any unlawful, wrongful or negligent act or omission by you; 

(vi)    any claim or allegation by a Customer or any other person (including a government, regulatory or professional body) that the supply of goods or performance of any services by you: 

(A)     breaches any laws, statutory requirements or professional obligations (including any standards or requirements imposed by any professional pharmacy or medical bodies); or 

(B)     directly or indirectly causes, or results in, any loss, damage, claim, action or expense (including legal expense) of, or in relation to, any Customers, 

except to the extent that those indemnified contributed to or caused the loss, damage, claim, action or expense (including legal expense); 

(b)    An indemnity in this Agreement may be relied upon whether or not legal proceedings are instituted or loss has been suffered by those indemnified. 

20.1    Each provision that is capable of having effect after the termination of this Agreement and each representation and warranty made in this Agreement will survive the termination of this Agreement and the performance of all obligations under this Agreement and will not merge on termination. 

20.2    Without limiting clause 20.1 above, clauses 8, 9.7, 11.2, 12.1, 12.2, 12.5, 12.6, 13, 14, 15, 16.6, 16.7, 17, 18, 19 and this clause 20 survive the termination or expiry of this Agreement. 

20.3    Any notice, demand or other communication to be given or required to be made pursuant to this Agreement is to be in writing and is to be given via the Software or by post, facsimile, email or hand to a party at the party's address as is notified in writing by one party to the other party. 

20.4    MedAdvisor may assign its rights and obligations under this Agreement at any time upon written notice to you. MedAdvisor may sub-contract the performance of its obligations under this Agreement, and also utilise service providers and suppliers in the performance of its obligations, but will remain responsible to you for the performance of MedAdvisor's obligations under this Agreement that have been sub-contracted. 

20.5    The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because the party was responsible for the preparation of this Agreement or part of it. 

20.6    Each party agrees to do all things that may be necessary or desirable to give full effect to every part of this agreement if asked in writing by another party to do so. 

20.7    Without limiting any other provision of this Agreement, each party acknowledges and agrees that it will: 

(a) do all things necessary to comply with its obligations (if any) under the Modern Slavery Act 2018 (Cth) (Modern Slavery Act) in connection with this Agreement; and 

(b) it will notify the other party as soon as possible of any confirmed instances of modern slavery and/or any breaches of the Modern Slavery Act in connection with this Agreement. 

20.8    In the event that any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. 

20.9    The failure of MedAdvisor to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. 

20.10    This Agreement and any action related thereto will be governed by the laws of the State of Victoria. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the courts of the State of Victoria. 

20.11    To the extent permitted by law, this Agreement is the entire agreement (as amended from time to time under clause 4.2) between MedAdvisor and you regarding the subject matter of it, and this Agreement supersedes and replaces any prior agreements between MedAdvisor and you in relation to that subject matter. For the avoidance of doubt, this Agreement supersedes and replaces any previous Pharmacy Licence Agreement or other licence agreement between MedAdvisor and you.  

An up-to-date copy of this Agreement is available at: www.medadvisorsolutions.com/en-au/pharmacy/termsandconditions.  

This MedAdvisor Pharmacy Licence Agreement was last updated on 27 November 2024.