This Agreement defines the terms and conditions of a subscription to the Pharmacy Hive QSPP Business Management Platform.

1.1 Provider

This Agreement is between:

Health Information Australia Pty Ltd (ABN 20 631 532 566), trading as Pharmacy Hive of PO Box 9421, Deakin ACT 2600 (Pharmacy Hive, we, us or our);

and

the person or entity identified in the relevant subscription application, order form, proposal, invoice or Platform registration as the subscriber (Subscriber, you or your).

1.2 Acceptance

The Subscriber accepts this Agreement by:

a.           submitting a subscription application; and/or

b.          paying an invoice for the Platform; and/or

c.           clicking an acceptance box; and/or

d.          accessing or using the Platform after being given reasonable access to this Agreement.

Electronic transactions and signatures are generally recognised under Australian electronic transactions legislation, although the relevant acceptance and notice processes should be checked against applicable Commonwealth, State and Territory requirements.

1.3 Authority

A person accepting this Agreement on behalf of a company, pharmacy, trust, partnership, banner group, franchise group, ownership group or other organisation warrants that they have authority to bind that entity.

In this Agreement:

Affiliate means an entity that owns, controls, manages, operates, franchises, supports or is otherwise affiliated with the Subscriber or a participating pharmacy.

Authorised User means any owner, employee, contractor, locum, consultant, adviser, auditor, assessor, banner representative, franchise representative or other person authorised by the Subscriber to access the Platform.

Banner Group means any banner organisation, franchisor, franchise group, pharmacy network, buying group, corporate pharmacy group, ownership group, management entity or other organisation with which a participating pharmacy is affiliated.

Deidentified Data means information that has been processed so that no individual is reasonably identifiable from the information, either alone or when combined with other information reasonably available to the recipient.

Fee means the amount payable by the Subscriber for access and use of the Platform or such fee as amended in subsequent subscription periods as per and subject to Clause 5 [Fees, Invoicing and Renewal].

Government Agency means a government or governmental, semi-governmental, administrative, fiscal or judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity whether foreign, federal, state, territorial or local.

Initial Subscription Period means the first 12 calendar month period of the subscription beginning from the date the Subscriber pays the Fee.

Law includes:

a.           any statute, regulation, rule, by-law, ordinance, proclamation, treaty, decree, convention, rule of any applicable stock exchange, or requirement or approval (including any Government Agency);

b.          any judgement, court order, injunction or rule or principle of common law or equity; and

c.           the law as amended, consolidated, supplemented, re-enacted or replaced.

Pharmacy Hive Content means all content made available by or on behalf of Pharmacy Hive, including policies, procedures, templates, forms, registers, checklists, audit tools, training content, workflows, surveys, graphics, videos, guidance, software configurations, taxonomies, methodologies and supporting material.

Platform means the Pharmacy Hive QSPP Business Management Platform and all associated websites, software, repositories, tools, content, forms, applications, integrations and services.

Platform Data means information generated by use of the Platform, including usage data, audit trails, activity records, workflow data, completion data, analytics, reports, metrics and technical logs.

PREMs means patient-reported experience measures.

PROMs means patient-reported outcome measures.

Renewal Period means any subsequent 12 calendar month period following the Initial Subscription Period beginning from the date the Subscriber pays the renewal invoice.

Subscriber Content means information, files, documents, records, images, responses or other content uploaded, entered, submitted, created or stored by or on behalf of the Subscriber or its Authorised Users.

Subscription Documentation means any accepted application, proposal, order form, invoice, pricing schedule or statement of work that specifies the subscribed services, participating pharmacies, fees or subscription period.

Subscription Period means either:

a.           the Initial Subscription Period; or

b.          the applicable Renewal Period.

3.1 Services

Subject to this Agreement and the Subscription Documentation, Pharmacy Hive grants the Subscriber a limited, non-exclusive, non-transferable and revocable right during the Subscription Period to access and use the Platform for the Subscriber’s pharmacy governance, workforce, operational, quality improvement, accreditation and business management purposes.

3.2 Platform functionality

The Platform may include:

a.           QSPP guidance and implementation resources;

b.          policies, procedures, templates and governance documentation;

c.           digital registers, checklists, forms and schedules;

d.          audit and pharmacy service review tools;

e.           quality improvement and incident management workflows;

f.            document and evidence repositories;

g.           workforce induction, training and competence resources;

h.          communication, calendar, tasking and workflow functions;

i.            PREMs, PROMs and other survey tools;

j.             reporting, analytics and benchmarking;

k.          onboarding and implementation support; and

l.             other functionality Pharmacy Hive makes available from time to time.

3.3 Changes to services

Pharmacy Hive may modify, improve, replace, add to or discontinue particular features where reasonably necessary to:

a.           improve or secure the Platform;

b.          respond to legal, regulatory, professional or accreditation changes;

c.           replace third-party technology;

d.          address technical or operational requirements; or

e.           develop the Platform.

Pharmacy Hive will not materially reduce the overall core functionality of a paid subscription without providing reasonable notice, except where immediate action is reasonably required for security, legal compliance or third-party service continuity.

3.4 No fixed functionality warranty

Unless expressly stated in the Subscription Documentation, the Subscriber is not purchasing any particular future feature, integration, development or roadmap item.

4.1 Participating pharmacies

A subscription may cover one or more individual pharmacies, pharmacy owners, Banner Groups, Affiliates or other participating entities identified in the Subscription Documentation.

4.2 Group-funded subscriptions

Where a Banner Group, Affiliate, owner or other entity purchases, funds, arranges or administers a subscription for one or more pharmacies:

a.           only identified participating pharmacies may access or use the Platform;

b.          each identified participating pharmacy is bound by this Agreement;

c.           the subscribing or paying entity is also bound by this Agreement; and

d.          those entities are jointly and severally liable for payment obligations and breaches arising from their respective access to, administration of or use of the Platform.

4.3 Proportionate application

Nothing in clause 4.2 makes a participating pharmacy responsible for the independent conduct of another unrelated participating pharmacy unless that responsibility is expressly accepted in the Subscription Documentation.

5.1 Fees

The Subscriber agrees to pay Health Information Australia Pty Ltd (trading as Pharmacy Hive) the Fee per participating pharmacy for access to the Platform, as noted and advised on the Pharmacy Hive website and/or in writing at the point of subscription and subject to 5.4 below.

5.2 Payment

Unless otherwise specified, annual subscription fees are payable in advance.

5.3 Renewal

Unless the Subscription Documentation states otherwise, the subscription will renew for successive Subscription Periods if:

a.           Pharmacy Hive issues a renewal invoice; and

b.          the Subscriber pays that invoice or otherwise confirms renewal.

5.4 Fee changes

Pharmacy Hive may change the amount of the Fee for a future Subscription Period by giving the Subscriber reasonable written notice before renewal. A change to the Fee does not apply retrospectively to a Subscription Period which has already been paid for.

5.5 Non-payment

If an amount of a Fee remains unpaid after its due date, Pharmacy Hive may:

a.           issue a payment reminder;

b.          suspend access after giving reasonable notice; and/or

c.           recover reasonable debt collection costs actually incurred.

6.1 Permitted users

The Subscriber may provide access to any Authorised User reasonably involved in the Subscriber’s pharmacy business.

6.2 Subscriber responsibility

The Subscriber is responsible for:

a.           deciding who is an Authorised User;

b.          assigning appropriate permissions;

c.           ensuring Authorised Users comply with this Agreement;

d.          promptly removing access to an Authorised User when no longer required;

e.           keeping current account and contact details for each Authorised User; and

f.            reviewing Authorised User’s access periodically.

6.3 User credentials

Each Authorised User must use their own account where individual accounts are available. Accounts, passwords and authentication credentials must not be shared with Authorised Users or other persons involved with the Subscriber’s pharmacy business.

6.4 External users

The Subscriber acknowledges that granting access to an external user may permit that person to view, enter, alter, download or export Subscriber Content within the permissions assigned to them.

Pharmacy Hive is not responsible for an external user’s access where that access was granted or retained by the Subscriber, except to the extent caused by Pharmacy Hive’s own breach, negligence or unlawful conduct.

6.5 Platform Champion

The Subscriber must nominate and notify Pharmacy Hive of at least one suitable person to coordinate the implementation and use of the Platform. The Subscriber may change the person who is nominated, but is required to notify Pharmacy Hive of any changes as soon as possible following a change.

The Subscriber must:

a.           use the Platform lawfully and only for legitimate pharmacy business purposes;

b.          where the Subscriber is not a group of pharmacies, not use or share access to the platform with any other pharmacy, regardless of their relationship to the other pharmacy, without prior express written permission from Pharmacy Hive;

c.           where the Subscriber is a group of pharmacies, not use or share access to the platform with any pharmacy or other group of pharmacies not identified in the Subscription Documentation or otherwise notified in writing to Pharmacy Hive at time of subscription as a member of their group for subscription purposes without prior express written permission from Pharmacy Hive;

d.          where the Subscriber is a group of pharmacies, must notify Pharmacy Hive as soon as possible when an identified member under the Subscription Documents joins or leaves their group;

e.           ensure information entered into the Platform is reasonably accurate and complete;

f.            review and adapt Pharmacy Hive Content for the pharmacy’s circumstances, services and State or Territory requirements;

g.           maintain appropriate internal governance, access control and security procedures;

h.          independently investigate incidents, risks, complaints and clinical concerns;

i.            maintain any records required outside the Platform by Law or professional obligation;

j.             obtain all necessary permissions, notices and consents for Subscriber Content; and

k.          ensure Authorised Users receive suitable training and supervision.

8.1 Templates and guidance

Pharmacy Hive Content is provided as general guidance, templates and implementation support. It is not automatically suitable for every pharmacy, service, jurisdiction or factual circumstance.

8.2 Subscriber review

The Subscriber is responsible for:

a.           reviewing the Pharmacy Hive Content;

b.          inserting pharmacy-specific information;

c.           adapting workflows and responsibilities;

d.          checking State and Territory requirements;

e.           approving local versions; and

f.            ensuring implementation in practice.

8.3 Updates

Pharmacy Hive may update Pharmacy Hive Content in response to changes in standards, guidance, Law, professional practice or identified improvement opportunities. Pharmacy Hive does not warrant that every update will be implemented automatically within Subscriber-customised content.

9.1 Subscriber ownership

As between Pharmacy Hive and the Subscriber, the Subscriber retains ownership of Subscriber Content, subject to any third-party rights.

9.2 Licence to Pharmacy Hive

The Subscriber grants Pharmacy Hive a non-exclusive, worldwide, royalty-free licence during the subscription period to host, copy, store, access, process, display, transmit, convert, adapt and otherwise use Subscriber Content to:

a.           operate and administer the Platform;

b.          provide onboarding, support and governance assistance;

c.           monitor Platform use and engagement;

d.          generate reports and analytics;

e.           prevent or investigate misuse, security incidents and technical issues;

f.            meet legal obligations; and

g.           provide services authorised under this Agreement.

9.3 Deidentified and aggregated information

To the extent permitted by Law, the Subscriber grants Pharmacy Hive a perpetual, irrevocable, worldwide and royalty-free licence to use, reproduce, analyse, combine, adapt, publish, commercialise and create derivative works from Deidentified Data and aggregated information for:

a.           benchmarking;

b.          research and industry reporting;

c.           product and service development;

d.          Platform improvement;

e.           education and training;

f.            quality improvement; and

g.           commercial purposes.

9.4 Protection against reidentification

Pharmacy Hive must not intentionally reidentify Deidentified Data except:

a.           to test or validate the effectiveness of deidentification controls;

b.          where authorised by Law; or

c.           where necessary to investigate a privacy, security or data quality issue.

9.5 Subscriber warranty

The Subscriber warrants that it has all rights, authorities, notices and consents reasonably required to upload and authorise Pharmacy Hive to handle Subscriber Content under this Agreement.

10.1 Active monitoring

The Subscriber acknowledges and agrees that Pharmacy Hive may actively access and review Platform Data and Subscriber Content, including:

a.           audit and review activity;

b.          incident and near-miss records;

c.           training and induction status;

d.          register and checklist completion;

e.           governance and quality improvement records;

f.            PREMs and PROMs results;

g.           workflow and task activity; and

h.          overall Platform engagement.

10.2 Purpose of monitoring

Pharmacy Hive may use information obtained from monitoring the Platform to:

a.           support onboarding and implementation;

b.          identify apparent inactivity, gaps or improvement opportunities;

c.           provide reminders, reports, alerts and recommendations;

d.          support the Subscriber’s governance and assessment preparation;

e.           improve Platform functionality; and

f.            create Deidentified Data and aggregated analytics.

Active monitoring is consistent with Pharmacy Hive’s current subscriber workflow, which includes review of audit activity, incident reporting, training engagement, registers and Platform use.

10.3 No duty to identify every issue

Monitoring the Platform does not make Pharmacy Hive responsible for identifying, escalating, investigating or correcting every error, omission, regulatory issue, clinical risk, incident or non-compliance matter within the Subscriber’s business.

10.4 No assumption of pharmacy governance

The Subscriber remains responsible for its own clinical governance, business governance, professional decisions, legal compliance and response to incidents or risks.

11.1 Authorised disclosure

Where the Subscriber is affiliated with a Banner Group or where a Banner Group funds, facilitates, administers or supports the subscription, the Subscriber authorises Pharmacy Hive to share relevant information with that Banner Group as described in the Subscription Documentation or an applicable group arrangement.

Subject to clause 11.3 below, all shared data or information will be deidentified, with the exception of onboarding and engagement status, unless the Banner Group’s head office or administration has the right to access identifiable data and information, or has otherwise obtained written agreement from the individual pharmacy to access identified data and information.

11.2 Information that may be shared

Subject to the agreed access scope, shared information may include:

a.           onboarding and engagement status;

b.          completion and usage information;

c.           audit and quality improvement activity;

d.          training and governance activity;

e.           reports, metrics and analytics;

f.            risks or gaps identified through Platform use; and

g.           other Platform-derived information reasonably relevant to group governance, quality assurance or subscription administration.

11.3 Sensitive source records

Unless expressly authorised or legally required, Pharmacy Hive will not provide a Banner Group with unrestricted access to identifiable patient records, individual survey responses, confidential employee records or detailed incident source records solely because the pharmacy is affiliated with that group.

11.4 Subscriber transparency

The Subscriber is responsible for ensuring its Authorised Users and relevant personnel are appropriately informed about any Banner Group access and reporting arrangements.

12.1 Permitted sharing

The Subscriber authorises Pharmacy Hive to collect, analyse and share Deidentified Data and aggregated information derived from PREMs, PROMs, surveys, feedback, audits and quality improvement activities with:

a.           the Pharmacy Guild of Australia;

b.          professional and industry organisations;

c.           recognised research or educational institutions;

d.          government or regulatory bodies; and

e.           approved benchmarking and quality improvement partners.

12.2 No pharmacy identification

Unless separately authorised, external publications or shared datasets must not identify the Subscriber or an individual patient, consumer or staff member.

12.3 Identifiable disclosure

Identifiable information may only be disclosed:

a.           with appropriate authority or consent;

b.          as reasonably required to provide the services;

c.           under an agreed group reporting arrangement; or

d.          where required or authorised by Law.

13.1 Intended purpose

The Platform is not designed or intended to operate as:

a.           a dispensing or prescribing system;

b.          a patient medication record;

c.           an electronic health record or My Health Record repository;

d.          a clinical decision-making system;

e.           a payroll or banking system;

f.            a payment card storage system; or

g.           a comprehensive human resources information system.

13.2 Information that should not be stored

The Subscriber must not upload or store the following:

a.           complete patient clinical or medication records;

b.          dispensing histories or My Health Record extracts;

c.           information not reasonably required for the Platform’s intended governance or operational purpose;

d.          employee or contractor bank account information;

e.           tax file numbers;

f.            payment card information;

g.           passwords, authentication secrets or security recovery codes;

h.          copies of passports, driver licences or other identity documents; or

i.            payroll records containing highly sensitive identifiers.

13.3 Limited patient information

Where a Platform function legitimately requires information about an incident, complaint, service or consumer outcome, the Subscriber must not have sensitive patient identifiers such as Medicare numbers, drivers’ licences, and other identifiable information stored on the Platform. Such information should be deidentified or coded wherever reasonably practicable or be stored externally to the Platform.

13.4 Subscriber risk and responsibility

If the Subscriber stores restricted information contrary to this clause, it does so at its own risk and remains responsible for:

a.           determining whether storage is lawful;

b.          issuing required privacy notices;

c.           obtaining any required consent;

d.          controlling access;

e.           complying with retention and deletion requirements; and

f.            responding to any resulting privacy or security incident.

13.5 No exclusion for Pharmacy Hive fault

Clause 13.4 does not exclude Pharmacy Hive’s responsibility to the extent loss is directly caused by Pharmacy Hive’s breach of Law, negligence or failure to comply with its express contractual obligations.

14.1 Compliance

Each party must comply with privacy, health records and data protection Laws applicable to its handling of personal information.

14.2 Privacy Policy

Pharmacy Hive will maintain a Privacy Policy describing, in general terms:

a.           the kinds of information it collects;

b.          purposes of collection, use and disclosure;

c.           categories of third-party providers;

d.          likely overseas disclosures;

e.           AI and automated processing;

f.            access and correction processes; and

g.           privacy complaints.

14.3 Security measures

Pharmacy Hive will take reasonable technical and organisational steps to protect information under its control against misuse, interference, loss and unauthorised access, modification or disclosure.

14.4 Subscriber security

The Subscriber must:

a.           maintain appropriate passwords and access controls;

b.          remove former Authorised Users’ access promptly;

c.           use supported hardware and software;

d.          notify Pharmacy Hive as soon as possible of suspected unauthorised access; and

e.           avoid uploading information unnecessary for the Platform’s purpose.

14.5 Security incident notification

Each party must notify the other without unreasonable delay after becoming aware of a confirmed security incident materially affecting the other party’s information and must reasonably cooperate in any investigation, containment, remediation and legally required notifications.

15.1 Primary hosting

The Platform’s primary hosting environment is located in Australia.

15.2 Third-party providers

Pharmacy Hive may engage third-party hosting, software, analytics, integration, support, security and AI service providers, from time to time.

15.3 Overseas access or processing

The Subscriber acknowledges that some third-party providers may access or process information outside of Australia.

15.4 Reasonable safeguards

Before disclosing personal information to an overseas recipient, Pharmacy Hive will take reasonable steps required by applicable Law to assess and manage the recipient’s handling of that information.

15.5 Overseas locations

Pharmacy Hive’s Privacy Policy or sub-processor notice will identify the countries in which overseas recipients are likely to be located where required by Law and as reasonably practicable.

16.1 Permitted use

Pharmacy Hive may use AI, machine learning and automated tools to:

a.           analyse Subscriber Content and Platform Data;

b.          identify patterns, risks and improvement opportunities;

c.           generate summaries, draft documents, reports and recommendations;

d.          support benchmarking and quality improvement;

e.           automate workflows and customer support;

f.            improve Platform functionality; and

g.           develop new products and services.

16.2 Human review

AI-generated outputs may be inaccurate, incomplete, outdated, biased or unsuitable for the Subscriber’s circumstances. The Subscriber must ensure that outputs are reviewed by an appropriately qualified person before action is taken.

16.3 No automated professional decision-making

The Platform must not be used as the sole basis for:

a.           clinical diagnosis or treatment;

b.          prescribing, dispensing or supply decisions;

c.           decisions materially affecting an employee;

d.          legal or regulatory determinations; or

e.           accreditation representations.

16.4 Sensitive information restriction

Authorised Users must not enter patient-identifiable health information, TFNs, bank details, identity documents, My Health Record information or other highly sensitive information into a generative AI or AI-enabled feature.

16.5 Third-party AI providers

AI functionality may be supplied by third-party providers, including providers located overseas. Pharmacy Hive will apply reasonable contractual, privacy and security safeguards having regard to the nature of the data and the purpose of processing.

16.6 Model training

Pharmacy Hive will not knowingly use identifiable patient health information or highly sensitive employee information to train or fine-tune a general-purpose AI model unless:

a.           the Subscriber and affected individual have been appropriately informed;

b.          any required consent or other legal authority has been obtained; and

c.           appropriate contractual, privacy and security safeguards apply.

16.7 Deidentified development data

Pharmacy Hive may use Deidentified Data and aggregated information for model evaluation, analytics, product improvement and development in accordance with clause 9.3.

17.1 Pharmacy Hive ownership

Pharmacy Hive and its licensors retain title over, and all rights in:

a.           the Platform and software;

b.          Pharmacy Hive Content;

c.           Platform design and configuration;

d.          methodologies, workflows and taxonomies;

e.           improvements and derivative works;

f.            Platform Data created independently of Subscriber Content; and

g.           all associated intellectual property.

17.2 Subscriber licence

During the Subscription Period, Pharmacy Hive grants the Subscriber a non-exclusive, royalty-free limited licence to use Pharmacy Hive Content internally for the participating pharmacy’s business and QSPP-related purposes.

17.3 Downloaded documents after termination

Following termination of this Agreement, the Subscriber may retain Pharmacy Hive Content lawfully downloaded during the Subscription Period and may continue using it internally for the purposes of the pharmacy’s business to which it was supplied.

The Subscriber must not:

a.           resell or license the Pharmacy Hive Content;

b.          make the Pharmacy Hive Content available to unrelated pharmacies;

c.           use the Pharmacy Hive Content to create a competing product or service;

d.          remove copyright or proprietary notices in connection with the Pharmacy Hive Content; or

e.           represent the Pharmacy Hive Content as being current after updates cease.

17.4 Subscriber adaptations

Where a Subscriber modifies any Pharmacy Hive Content, Pharmacy Hive retains title of the underlying Pharmacy Hive Content. The Subscriber owns its pharmacy-specific information and any original material it independently creates.

17.5 Feedback

The Subscriber grants Pharmacy Hive a perpetual, royalty-free right to use suggestions and feedback about the Platform without identifying the person providing it.

18.1 Support only

The Platform is designed to support implementation, governance, evidence generation and preparation for QSPP assessment. It does not replace the Subscriber’s responsibility to implement systems and demonstrate them in practice.

18.2 No guarantee

Pharmacy Hive does not guarantee:

a.           QSPP accreditation or reaccreditation;

b.          any assessment or audit outcome;

c.           compliance with every Law, standard, funding rule or professional obligation;

d.          approval to provide or receive funding for any pharmacy service;

e.           the absence of incidents, complaints or regulatory action; or

f.            any business, clinical, financial or quality outcome.

18.3 Professional advice

Unless expressly agreed in writing, Platform Data, content and support do not constitute legal, accounting, employment, cybersecurity or patient-specific clinical advice.

19.1 Availability

Pharmacy Hive will use reasonable efforts to maintain Platform availability but does not warrant uninterrupted or error-free access.

19.2 Maintenance and interruption

Access may be interrupted by:

a.           planned maintenance;

b.          urgent security work;

c.           internet or telecommunications failure;

d.          third-party hosting or integration failure;

e.           events outside Pharmacy Hive’s reasonable control; or

f.            actions necessary to protect the Platform or users.

19.3 Third-party services

Third-party products and integrations may be governed by separate terms. Pharmacy Hive is not responsible for a third-party service except to the extent Pharmacy Hive has expressly accepted responsibility in writing or the loss was caused by Pharmacy Hive’s own breach or negligence.

19.4 Subscriber continuity planning

The Subscriber should maintain reasonable business-continuity arrangements separate to the Platform for information or processes that are critical to patient safety, legal compliance or uninterrupted pharmacy operations.

Pharmacy Hive may suspend access to the Subscriber where reasonably necessary because:

a.           fees remain overdue after notice;

b.          there is a material or repeated breach;

c.           Platform security or integrity is at risk;

d.          use may cause harm to another person or system;

e.           continued access may breach Law; or

f.            a third-party provider requires suspension.

Except in an urgent security or legal situation, Pharmacy Hive will give reasonable notice and an opportunity to remedy the issue giving rise to suspension.

21.1 Subscriber cancellation

The Subscriber may cancel the subscription by giving written notice. Unless otherwise required by Law or agreed in the Subscription Documentation:

a.           cancellation takes effect at the end of the paid subscription period; and

b.          fees already paid are not refundable for a change of mind.

21.2 Termination for breach

Either party may terminate this Agreement if the other party:

a.           materially breaches this Agreement and fails to remedy the breach within a reasonable stated period after written notice; or

b.          becomes insolvent, enters liquidation or ceases business.

An immediate termination right may apply to a breach that cannot reasonably be remedied, including serious unlawful use or deliberate security misuse.

21.3 Export

Before the effective termination date, the Subscriber may export Subscriber Content and available Platform records using the export functions supported by the Platform.

Exports may be provided in different formats according to the content type, including DOCX, PDF, XML, PNG, CSV or other supported formats.

21.4 No uniform export structure

Pharmacy Hive does not warrant that all content can be exported:

a.           in one consolidated file;

b.          in its original layout;

c.           in an editable format; or

d.          in a format capable of import into another platform.

21.5 Post-termination access

After termination:

a.           Subscriber and Authorised User access may cease;

b.          Pharmacy Hive may retain information for a reasonable transition, backup or legal retention period;

c.           information will then be deleted or deidentified in accordance with Pharmacy Hive’s retention schedule and legal obligations; and

d.          Pharmacy Hive may retain Deidentified Data, aggregated analytics and records necessary to establish transactions, permissions or compliance.

21.6 Subscriber responsibility to export

The Subscriber is responsible for completing required exports before access ceases.

Each party must protect the other party’s confidential information and may use it only to perform or receive services under this Agreement.

Confidential information may be disclosed:

a.           to personnel and professional advisers who need to know it and are subject to confidentiality obligations;

b.          to authorised Banner Group representatives under clause 11;

c.           to service providers assisting with the Platform;

d.          with prior written consent of the other party; or

e.           where required by Law.

This clause does not prevent Pharmacy Hive from using Deidentified Data in accordance with clause 9.3.

23.1 Non-excludable rights

Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, including applicable rights under the Australian Consumer Law.

23.2 Excluded loss

To the maximum extent permitted by Law, neither party is liable for indirect or consequential loss, loss of profit, loss of opportunity, loss of goodwill or loss of anticipated savings.

23.3 Liability cap

Subject to Law, Pharmacy Hive’s aggregate liability arising from or in connection with this Agreement is limited to the greater of:

a.           the fees paid for the affected subscription for the Subscription Period during which the event giving rise to the claim occurred, and any subsequent Subscription Period for which the Subscriber was adversely affected; and

b.          the minimum amount required by applicable Law.

23.5 Mitigation

Each party must take reasonable steps to mitigate loss arising from a breach.

The Subscriber indemnifies Pharmacy Hive against third-party claims, regulatory costs and reasonable losses to the extent arising from:

a.           Subscriber Content uploaded without required authority;

b.          unlawful or infringing use of the Platform;

c.           the Subscriber’s breach of privacy, employment or health-record obligations;

d.          access granted by the Subscriber to an unauthorised or unsuitable person; or

e.           deliberate misuse of the Platform.

The indemnity:

a.           is reduced to the extent Pharmacy Hive caused or contributed to the loss;

b.          does not apply to indirect loss excluded under clause 23.2; and

c.           is subject to Pharmacy Hive giving prompt notice and reasonable control of the defence to the Subscriber where appropriate.

Pharmacy Hive may update this Agreement where reasonably required by changes to:

a.           the Platform;

b.          Law or regulation;

c.           QSPP or relevant standards;

d.          security requirements; or

e.           third-party services.

Pharmacy Hive must provide reasonable notice of a material change.

A change that materially disadvantages the Subscriber will apply from the next Subscription Period unless it is required earlier by Law, security needs or a third-party service change. If a material adverse change must apply during a current Subscription Period and is not legally or operationally essential, the Subscriber will be permitted to cancel and receive a pro-rata refund for the unused period of that Subscription Period.

26.1 Privacy Policy and Subscription Documentation

This Agreement is to be read with:

a.           the Subscription Documentation;

b.          the Pharmacy Hive Privacy Policy;

c.           any acceptable use rules; and

d.          any separately agreed data-sharing or group-reporting schedule.

If there is an inconsistency, the following order applies:

1.          separately negotiated agreement or special conditions;

2.          Subscription Documentation;

3.          this Agreement;

4.          operational policies and guidance.

26.2 Assignment

The Subscriber must not assign this Agreement without Pharmacy Hive’s consent, which must not be unreasonably withheld.

Pharmacy Hive may assign this Agreement as part of a genuine corporate restructure, merger or sale of the Platform business, provided the assignee assumes Pharmacy Hive’s obligations.

26.3 Subcontractors

Pharmacy Hive may use subcontractors and service providers but remains responsible for its contractual obligations.

26.4 Notices

Notices may be sent electronically to the most recent email address supplied by the relevant party.

26.5 Severability

If a provision is invalid or unenforceable, it is to be read down where possible, and otherwise severed without affecting the remaining provisions.

26.6 Waiver

A failure or delay in exercising a right is not a waiver of that right.

26.7 Entire agreement

This Agreement and the Subscription Documentation constitute the entire agreement concerning the subscription and replace earlier platform subscription representations, except for fraud or misleading conduct.

26.8 Governing Law

This Agreement is governed by the Laws of the Australian Capital Territory, Australia. The parties submit to the non-exclusive jurisdiction of its courts and courts entitled to hear appeals from them.

26.9 Dispute resolution

Before commencing court proceedings, the parties must:

a.           give written notice of the dispute;

b.          nominate representatives with authority to resolve it; and

c.           meet or confer in good faith.

This does not prevent either party seeking urgent injunctive relief or exercising a right to report a matter to a regulator.

1. The pharmacy/pharmacies (the client) agrees to pay Health Information Australia Pty Ltd (HIA) the amount per annum advised on the website, or otherwise agreed in writing, or such fee as amended in subsequent subscription periods, as a single annual payment.

2. HIA will supply the client with a range of customised health information brochures, designed to support patient education and enhance customer engagement. This includes personalised, full-colour DL trifold brochures covering 25 key health topics, digital A4 health information brochures available online, QR coded shelf talkers, front-of-shop health promotion kits, and health information boards.

3. While the client may request specific brochures or brochure details not currently supplied by HIA, HIA reserves the right to determine the nature, type, content, and layout of any and all brochures supplied under this agreement.

4. HIA will maintain and update such brochures as required on at least an annual basis, and will add further brochures as required from time to time.

5. HIA will further support the client with online and/or phone advice as requested by the client for their health information needs.

6. HIA reserves the right to alter the subscription fee on an annual basis.

7. The client can cancel this subscription at any time. No refund will be given for fees already paid where brochures have been supplied to the client prior to cancellation.

8. In the event of a cancellation of their subscription, the client may retain any brochures already supplied to them by HIA under this agreement, but will not be supplied with further updated brochures, nor be eligible for further support from HIA.

9. All brochures are supplied and advice given by HIA in good faith. However, all brochures are templates and guides only. It is solely the client’s decision whether to display or make available any supplied materials. It is the sole responsibility of the client to request amendments to materials should they deem any changes necessary, whether of a clinical or other nature, and to ensure the materials are fit for purpose for the client’s specific circumstances and needs. However, the content of all brochures and other materials is solely a decision for HIA, and HIA reserves the right to determine whether to implement any requested change. HIA will not accept liability in any sense or form for any failure, loss, error, or damage contained in or resulting from the use of the brochures by the client, by the client’s customers, or by any third party acting on behalf of the client, nor for any failure, loss, error, or damage contained in or resulting from information or advice given by HIA to the client, or contained in the materials supplied by HIA to the client, or to any third party acting on behalf of the client.

10. Printing costs for brochures are in addition to the subscription cost.