Terms and Conditions

Version 1.0; Effective as of: 28th Aug 2025

1. STRUCTURE OF AGREEMENT

1.1. An Order Form executed by Global Health and the Customer, together with these Service Terms, including:
(a) any additional terms in Schedule 1 (Additional Terms); and
(b) Schedule 2 (Support Terms),
constitutes an agreement between Global Health and the Customer.

2. VARIATION OF SERVICE TERMS

2.1. These Service Terms are current as at the Agreement Commencement Date and are published on the Global Health website at www.global-health.com.
2.2. Subject to clause 2.3, Global Health may vary these Service Terms from time to time by:
(a) publishing updated Service Terms on its website; and
(b) providing Notice to the Customer,
to:
(c) reflect legal or regulatory developments;
(d) correct errors or inconsistencies; and
(e) improve clarity or consistency.
2.3. A variation to the Service Terms under clause 2.2 takes effect from the date of publication.

3. PROVISION OF SERVICES AND LICENCE

3.1. Subject to the Customer’s payment of the Fees in accordance with this agreement, Global Health:
(a) agrees to provide the Services to the Customer; and
(b) grants to the Customer a non-exclusive, non-sublicensable licence to the Subscription Services;
solely:
(c) for the Customer’s internal business or operational purposes;
(d) for use by the Customer Users;
(e) in accordance with this agreement and the Support Materials; and
(f) for the Term.
3.2. Global Health will:
(a) ensure it holds all licences, permits, consents and authorisations required under applicable law to provide the Subscription Services;
(b) provide the Subscription Services in a professional manner consistent with industry standards and in accordance with all applicable laws, regulations and other legal requirements; and
(c) ensure Personnel deployed for the provision of the Subscription Services have the required technical skills, professional qualifications and experience.

4. MODIFICATION OF THE SUBSCRIPTION SERVICES

4.1. Global Health may, on reasonable Notice to the Customer, change or modify the Subscription Services (including the Software) at any time.
4.2. Global Health may provide new major functionality or features for the Subscription Services which the Customer may use at its discretion. The Customer acknowledges that Global Health may charge for any new major functionality or features which Customer chooses to use.
4.3. If the Customer considers that a change or modification of a Subscription Service made under this clause 4 is materially detrimental to it, clause 25 will apply.

5. RESTRICTIONS ON USE OF SERVICES AND THIRD PARTY PRODUCTS

5.1. The Customer must, and must ensure that Customer Personnel, use the Subscription Services and any Third Party Products only in accordance with this agreement, and do not use the Subscription Services:
(a) in a manner which could damage, disable or impair the Subscription Services or interfere with any other party’s use and enjoyment of Global Health’s services;
(b) to obtain, or attempt to obtain, any materials or information through any means not intentionally made available or provided for through the Subscription Services;
(c) to transmit or distribute unsolicited bulk emails;
(d) to intentionally originate, launch or execute computer viruses or malware;
(e) to menace, harass or stalk any person;
(f) to distribute material that is obscene, defamatory or could cause offence or harm; or
(g) in a manner that infringes a third party’s Intellectual Property, confidential information or similar rights.
5.2. The Customer must not, and must ensure that Customers Personnel do not:
(a) copy, modify, translate, or create derivative works of the Subscription Services or Software;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct, identify, or discover any trade secrets, source code, underlying ideas, underlying user interface techniques, or algorithms of the Subscription Services or Software;
(c) lend, lease, offer for sale, sell, resell, or otherwise use the Subscription Services on a commercial basis for the benefit of third parties;
(d) circumvent or attempt to circumvent any technological protective measures put in place to prevent or restrict access to the Service or Accounts, including without limitation third party accounts, computer systems or networks connected to the Service;
(e) permit any person to access or use the Service, other than a Customer User;
(f) use or view the Service for the purposes of developing, directly or indirectly, a product or service competitive to the Service; or
(g) remove any copyright, trademark, proprietary rights, disclaimer, or warning from the Subscription Services, Software or Support Materials.

6. FEES AND PAYMENT

6.1. The Customer must pay Global Health the Fees in accordance with this clause 6.
6.2. The Fees will increase at the end of each Year of the Initial Term in line with any increase in the All Groups CPI (or any replacement index) during that Year.
6.3. Global Health will issue invoices to the contact details specified in the Order Form for:
(a) the Subscription Fees and Third Party Product Fees annually in advance before the expiry of each Year; and
(b) the Metered Usage Fees and Implementation Fees monthly in arrears.
6.4. The Customer must pay invoices:
(a) for Subscription Fees and Third Party Product Fees, within 30 days after issue; and
(b) for Metered Usage Fees and Implementation Fees, within 14 days after issue.
6.5. Without limiting Global Health’s other rights under this agreement, if the Customer fails to pay any amount due under this agreement by the due date, Global Health may:
(a) suspend providing the Subscription Services until all outstanding amounts are paid in full; or
(b) charge the Customer interest on that amount, calculated on a daily basis, from the due date until the date of payment, at the Default Rate.
6.6. The amounts specified in this agreement are exclusive of any GST unless expressly stated otherwise. If GST is payable on any supply made by a party (supplier) under this agreement, the recipient will pay to the supplier as additional consideration an amount equal to the GST payable on the supply, subject to the supplier providing a tax invoice.
6.7. Terms used in this clause 6 which are defined in the GST Act have the same meaning as in the GST Act.

7. CUSTOMER USER ACCOUNTS

7.1. Global Health will provide the number of Customer Users specified in the Order Form with access to Global Health’s online environment for use of that Service.
7.2. Each Customer User will be required to create an account in Global Health’s online environment (Account) by selecting a username and password, which will be personal to them.
7.3. The Customer acknowledges that Global Health will assume that all activity of any Account using any such username and password is undertaken by the applicable authorised Customer User.
7.4. The Customer must ensure that it and Customer Personnel keep the username and password for each Account confidential and secure.
7.5. The Customer must notify Global Health immediately if the Customer or Customer Personnel believe an Account may be subject to unauthorised access or use.
7.6. Global Health may suspend any Account which Global Health reasonably considers has been subject to unauthorised access or use.

8. SUBCRIPTION SERVICE INCLUSIONS – SUPPORT

8.1. Global Health will make available to Customer Users training and guidance documents for the Subscription Services, together with release notes for New Releases (Support Materials), via the online Support Portal.
8.2. The Customer and Customer Personnel must not copy, reproduce, modify, distribute, transmit or publish any part of the Support Materials.
8.3. Support Materials are subject to change by Global Health from time to time to maintain or improve their quality, currency or regulatory compliance.
8.4. Global Health will use commercially reasonable efforts to provide the Support Services in respect of the Subscription Services selected in the Order Form.

9. SUBSCRIPTION SERVICE INCLUSIONS – NEW RELEASES

9.1. Global Health will, in its sole discretion, release and distribute New Releases to the Customer from time to time.
9.2. The Customer acknowledges that:
(a) New Releases and implementation of New Releases are included in the Subscription Fees;
(b) New Releases for SaaS Services will be implemented automatically; and
(c) the Customer is not required to accept a New Release for a Non-SaaS Service, however if the Customer refuses more than two consecutive New Releases to a Non-SaaS Service, the Fees for a Non-SaaS Service for any period during which the Customer uses a version that is 2 or more New Releases in arrears will be increased by 20%; and
(d) such increase in Fees in subclause (c) is a reasonable pre-estimate of the additional costs to Global Health of providing a Non-SaaS Service which is 2 or more New Releases in arrears.

10. THIRD PARTY PRODUCTS

10.1. The Customer acknowledges that:
(a) access to and use of any Third Party Products included in the Subscription Services is subject to the terms and conditions imposed by the third party provider; and
(b) Global Health makes no warranty in relation to access and use of Third Party Products.
10.2. The Customer indemnifies Global Health against all claims or losses it may suffer or incur arising from the Customer’s failure to pay the Third Party Product Fees or comply with the Customer’s obligations to the provider of Third Party Products.

11. IMPLEMENTATION SERVICES

11.1. If specified in Order Form, Global Health will provide the Implementation Services.
11.2. Global Health will use its best endeavours to ensure the Implementation Services are sufficiently completed to enable the Customer to use the Subscription Services from the Subscription Services Commencement Date.

12. INSURANCE

12.1. Global Health will maintain the following insurance for the Term:
(a) public liability cover of at least $20 million;
(b) product liability cover of at least $20 million;
(c) professional indemnity cover of at least $5 million; and
(d) cybersecurity cover of at least $5 million.

13. CUSTOMER RESPONSIBILITIES – GENERAL

13.1. The Customer must cooperate with Global Health in relation to Global Health’s provision of the Services, including by:
(a) providing Global Health with timely access to the Customer’s employees, contractors, third party suppliers, premises, systems, equipment, data and information as reasonably required to provide the Services;
(b) ensuring all information it provides to Global Health is accurate and complete; and
(c) promptly providing any approvals requested by Global Health, or promptly respond to its queries regarding the Services or any other relevant matter.

14. ATTENDANCE AT PREMISES

14.1. Unless specified otherwise in the Order Form or agreed in writing, all services are provided remotely.
14.2. If Global Health attends Customer premises in order to provide the Subscription Services:
(a) the Customer will provide a safe and secure workplace in compliance with all applicable laws; and
(b) Global Health will comply, and will ensure its Personnel comply, with all reasonable health and safety requirements, information protection and security requirements notified by the Customer to Global Health within a reasonable time prior to that attendance.

15. INTELLECTUAL PROPERTY

Ownership
15.1. The Customer acknowledges that all Intellectual Property in the Subscription Services, Software and Support Materials is owned by Global Health or licensed to Global Health.
15.2. All right, title and interest in and to all Intellectual Property created or developed by or on behalf of Global Health in the course of providing the Subscription Services is the property of Global Health, with effect on and from the date it is created.

Third party claims

15.3. Subject to clauses 15.4 and 15.5, Global Health will:
(a) defend the Customer (at Global Health’s expense) against all claims made against the Customer by any third party alleging that the Customer’s use of the Service, in accordance with the terms of this agreement, infringes the Intellectual Property Rights of that third party (Third Party Claim); and
(b) pay the costs and damages finally awarded based on any Third Party Claim or the amount of any settlement Global Health enters into regarding that Third Party Claim.
15.4. Global Health’s obligations under clause 15.3 are subject to the Customer:
(a) promptly notifying Global Health of that Third Party Claim (and in any event no later than 7 days after receiving the Third Party Claim);
(b) giving Global Health sole control of the defence and negotiations regarding settlement of the Third Party Claim; and
(c) providing all reasonably requested assistance for the defence of the Third Party Claim.
15.5. Global Health’s obligations under clause 15.3 will not apply if the Third Party Claim results from:
(a) use of the Service in conjunction with any other software or service not provided by Global Health;
(b) in the case of a Cloud Hosting Service, use an earlier version of the Service if the infringement would not have occurred if a the Customer had accepted a New Release.
15.6. If a Third Party Claim is made or, in Global Health’s reasonable opinion, is likely to be made, Global Health May, at its expense:
(a) procure for the Customer the right to continue using the Service under the terms of the agreement; or
(b) replace or modify the Service to be non-infringing without a material decrease in functionality.
15.7. If Global Health provides Notice that that the options described in clause 15.6 are not reasonably available, either party may by Notice terminate this agreement.
15.8. Clauses 15.3 to 15.7 set out the Customer’s sole and exclusive remedies, and Global Health’s entire liability to the Customer, for any Third Party Claims.

16. USAGE DATA

16.1. Global Health may collect, analyse and use Usage Data for the purposes of enhancing the Subscription Services, providing the Support Services, marketing, business planning and developing other Global Health offerings.
16.2. Global Health may disclose Usage Data in aggregated and anonymised form.
16.3. All right, title and interest in and to all Usage Data is the property of Global Health, with effect on and from the date it is created.

17. CUSTOMER DATA

17.1. Subject to clause 18.1, Global Health may disclose Customer Data to external service providers (for example, database administrators), on a confidential basis and provided such service providers are limited in their use of the information to purposes directly related to Global Health’s provision of the Subscription Services.
17.2. The Customer retains all rights to Customer Data. The Customer grants to Global Health a non-exclusive licence to store, process, display, use and generally make the Customer Data available to Customer Users solely for the purposes of providing the Subscription Services.
17.3. The Customer warrants that it owns the Customer Data or is otherwise permitted to grant the licence in clause 17.2.
17.4. The Customer acknowledges that it is responsible for the accuracy of Customer Data entered into the v or provided to Global Health for the purposes of the Subscription Services.
17.5. Global Health will follow an internationally recognised industry standard relating to the storage and destruction of Customer Data.

18. PRIVACY

18.1. Global Health will handle Personal Information the Customer and Customer Users provide to Global Health or which Global Health otherwise obtains in the course of providing the Subscription Services, in accordance with:
(a) applicable Australian privacy laws including the including the Privacy Act 1988 (Cth); and
(b) Global Health’s privacy policy (as amended from time to time) which can be found at www.global-health.com.
18.2. The Customer must:
(a) not provide to Global Health Personal Information about any individual (including any of the Customer’s Users or customers) unless the Customer has the consent of that individual to do so; and
(b) if the Customer does provide to Global Health Personal Information about an individual, before doing so the Customer must ensure that the disclosure complies with the Privacy Act 1988 (Cth).

19. SECURITY AND DATA BREACHES

19.1. Global Health will use commercially reasonable security practices consistent with industry standards (such as encryption and firewall technology) in providing the Subscription Services.
19.2. If Global Health becomes aware of any actual, suspected or likely Data Breach:
(a) it will notify the Customer of the Data Breach as soon as practicable;
(b) Global Health and Customer representatives will meet as soon as practicable to discuss in good faith appropriate next steps regarding investigation and handling of the Data Breach, including the parties’ respective responsibilities; and
(c) each party must provide all reasonable assistance to the other to ensure each party is in compliance with its obligations under applicable privacy legislation, including the Privacy Act 1988 (Cth).

20. CONFIDENTIAL INFORMATION

20.1. Each party (Receiving Party) acknowledges and agrees that the Confidential Information of the other party (Disclosing Party) is confidential and valuable to the Disclosing Party.
20.2. Each party agrees:
(a) to keep the Disclosing Party’s Confidential Information confidential;
(b) subject to clause 20.3, not to disclose the Disclosing Party’s Confidential Information to any person;
(c) to only use the Disclosing Party’s Confidential Information for purposes of fulfilling the Receiving Party’s obligations or exercising its rights under this agreement, and not for any other purpose.
20.3. A Receiving Party may disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s Personnel who need to know it for the purposes of this agreement, provided that each such person who comes into possession of that Confidential Information is required to keep it confidential on terms no less onerous than those contained in this clause 20.
20.4. A Receiving Party’s obligations under this clause 20 do not apply to any Confidential Information of the Disclosing Party which the Receiving Party can show:
(a) was in its possession at the time of disclosure to it and was not acquired in breach of an obligation of confidence or under an obligation of confidence;
(b) is in, or enters, the public domain, other than as a result of a breach of an obligation of confidence; or
(c) was acquired from a third party, provided that it was not acquired by the third party unlawfully, or in breach of an obligation of confidence, or under an obligation of confidence.

21. NO WARRANTY

21.1. Except for those terms that cannot by law be excluded, all terms other than those expressly contained in this agreement are excluded, including but not limited to any implied warranties of acceptable quality and fitness for a particular purpose.

22. LIMITATION OF LIABILITY

22.1. If any goods or services are provided by Global Health to the Customer as a consumer under the Australian Consumer Law, Global Health’s liability to the Customer for any failure to comply with a consumer guarantee under the ACL in respect of those goods or services is limited at Global Health’s option to either:
(a) in the case of goods, replacing or repairing the goods or supplying equivalent goods, or paying for the cost of replacing or repairing the goods or of acquiring equivalent goods; and
(b) in the case of services, resupplying the services, or paying the cost of resupplying the services.
22.2. To the extent permitted by law and excluding Global Health’s liability under clause 22.1, Global Health’s aggregate liability to the Customer (whether in contract, tort (including negligence) or otherwise) in any Year is limited to the Fees received by Global Health in that Year.
22.3. Global Health will not be liable for any delay or failure to perform any obligation to the extent that delay or failure is due to:
(a) a delay or failure by the Customer providing access, information, approvals or responses in accordance with clause 13; or
(b) any delay or failure by the Customer in complying with any other obligation under this agreement.
22.4. Global Health will not be liable (whether in contract, tort (including negligence) or otherwise) for any consequential, special, incidental or indirect loss or damage including loss of profit or loss of contract (whether consequential, special, incidental or indirect) which may arise under or in connection with this agreement.
22.5. Each party’s liability is reduced proportionally to the extent that an act or omission of the other party contributed to the loss or damage incurred.

23. FORCE MAJEURE

23.1. A party will not be liable to the other if performance of its obligations to the other party (other than an obligation to pay money) is delayed, impeded or prevented by Force Majeure.
23.2. If a delay in the performance of this agreement due to Force Majeure continues for more than one month, either party may terminate this agreement by Notice to the other party.

24. TERM OF AGREEMENT

Initial Term

24.1. This agreement commences on the Agreement Commencement Date and expires at the end of the Initial Term, unless it is:
(a) extended in accordance with clause 24.2; or
(b) terminated in accordance with clause 25.2(c) or 26.

Extension of Term

24.2. No less than 6 weeks prior to the expiry of:
(a) the Initial Term; or
(b) any subsequent Year,
Global Health may issue an invoice for Subscription Fees and Third Party Product Fees for the following year at Global Health’s then current standard rates. The invoice must be accompanied by Notice of Global Health’s then current standard rates for the Metered Usage Fees. If the Customer pays that invoice within 30 days after issue, the Term will be extended for that subsequent Year on the same terms except that the applicable:
(c) Subscription Fees and Third Party Product Fees will be those specified in that invoice; and
(d) Metered Usage Fees will be at Global Health’s then current standard rates.

25. TERMINATION OF A MODIFIED SUBSCRIPTION SERVICE

25.1. If the Customer considers that a change or modification of a Subscription Service made under clause 4 is materially detrimental to it, the Customer may terminate this agreement with respect to that Subscription Service, together with any other Service provided solely in conjunction with that Subscription Service, by Notice to Global Health within 30 days after Notice from Global Health of that change or modification.
25.2. Following Notice from the Customer under clause 25.1:
(a) Global Health will continue to provide the modified Subscription Service, and the Customer will continue to be liable for the Fees applicable to that Subscription Service, for a period of up to 3 months as requested by the Customer in its Notice;
(b) subject to the Customer having paid all Fees due, Global Health will reimburse the pre-paid Subscription Services Fees applicable to that Subscription Service on a pro-rata basis for the remainder of the Year; and
(c) if no other Subscription Services are selected in the Order Form, this agreement will automatically terminate on expiry of the period in subclause (b).

26. TERMINATION OF AGREEMENT

26.1. A party may terminate this agreement immediately by Notice to the other party if the other party:
(a) breaches any term of this agreement and fails to remedy the breach (if capable of remedy) within 30 days after Notice from the first party to do so;
(b) breaches any term of this agreement not capable of remedy; or
(c) enters into any form of insolvency, liquidation or external administration, whether voluntary or involuntary, formal or otherwise.

27. CONSEQUENCES OF EXPIRY OR TERMINATION OF AGREEMENT

Services, Customer Accounts and payments
27.1. On expiry of this agreement or termination of this agreement:
(a) Global Health will immediately cease performing the Subscription Services;
(b) Customer Accounts will be closed and Customer Personnel’s access to Global Health’s online environment will terminate immediately; and
(c) the Customer must pay Global Health all outstanding amounts, which will become immediately due and payable.

Export of Customer Data

27.2. Promptly after expiry or termination, and subject to the Customer paying all Fees due, Global Health will provide all Customer Data to the Customer in the Global Health standard data export format subject to the Customer paying Global Health’s fees calculated on a time and materials basis.
27.3. The Customer must Notify Global Health within 10 Business Days after a termination that it wishes to export and retrieve Customer Data in a format other than Global Health’s standard format.
27.4. Following receipt of the Notice in clause 27.3, Global Health will co-operate with the Customer and its vendors to export and retrieve the Customer Data in a format reasonably requested by the Customer and subject to the Customer paying Global Health’s fees calculated on a time and materials basis.

Delivery Up

27.5. On expiry or termination of this agreement, the Customer must promptly (i) at Global Health’s election either deliver to Global Health all physical copies of Global Health’s Confidential Information or delete them, and (ii) permanently delete from all computer systems under the Customer’s control Global Health’s Confidential Information which is in electronic form.

Survival of obligations

27.6. The expiry of this agreement, or the termination of this agreement (whether in its entirety or with respect to a Service), does not affect any provision which is expressly or by implication intended to continue in force after termination or expiry.
27.7. Notwithstanding clause 27.6, the following terms survive expiry or termination of this agreement: 4 (Restrictions on Use of Services); 6 (Fees and Payment); 15.2 (Intellectual Property Ownership and Licences); 16 (Usage Data); 17 (Customer Data), 18 (Privacy); 20 (Confidential Information); 21 (Limitation of Liability); 27 (Consequences of Expiry or Termination); and clause 28 (Dispute Resolution).

28. DISPUTE RESOLUTION

28.1. The parties agree that a dispute arising under this agreement must be dealt with as follows:
(a) the party claiming that there is a dispute will give the other party a Notice setting out the nature of the dispute;
(b) within 10 Business Days, a senior representative of each party must meet in order to try to settle the dispute;
(c) if a resolution is not reached within the period in paragraph (b) above, the parties must refer the dispute to mediation, which is to be conducted:
(i) in Melbourne (the parties may attend by video link);
(ii) by a mediator who is independent of the parties and appointed by agreement of the parties or, failing agreement within 5 Business Days, by a person appointed by the Resolution Institute;
(iii) in accordance with the then-current Resolution Institute Mediation Rules; and
(iv) if the dispute is not resolved within 20 Business Days after referral to mediation (or such other period as the parties may agree), either party may commence legal proceedings.
28.2. Nothing in this clause 28 prevents a party from commencing legal proceedings seeking urgent interim or interlocutory relief.
28.3. The existence of a dispute does not affect a party’s liability to pay an amount under this agreement that is not in dispute.

29. NOTICES

29.1. Where the agreement refers to a Notice, it must be:
(a) in writing and delivered personally or sent by prepaid post or sent by email; and
(b) sent to the other party at the contact details specified in the Order Form (as updated by that party by Notice from time to time).

30. MISCELLANEOUS

30.1. This agreement embodies the entire understanding and agreement between the parties as to its subject matter.
30.2. Nothing in this agreement creates an agency, partnership, joint venture or employment relationship between the parties.
30.3. Except as provided in clause 2.2, this agreement may only be varied by the written agreement of the parties.
30.4. A party may not assign or novate any of its rights or obligations under this agreement without the prior written consent of the other party.
30.5. If any term of this agreement is found to be unenforceable by a court of competent jurisdiction, that term will be severable and the remaining terms will continue in full force and effect.
30.6. This agreement is governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.

31. DEFINITIONS AND INTERPRETATION

31.1. In this agreement, where commencing with a capital letter:

Account has the meaning given to that term in clause 7.2.
Agreement Commencement Date means the date specified in the Order Form.
All Groups CPI means the All Groups CPI published by the Australian Bureau of Statistics, or a successor body.
Business Day means Monday to Friday, excluding public holidays in Victoria, Australia.
Cloud Hosting Services means the Cloud Hosting Services selected in the Order Form.
Confidential Information means any information of whatever kind (whether or not in material form and whether disclosed by or on behalf of a party before or after the execution of this agreement) that:
(a) is by its nature confidential; or
(b) is designated by that party as confidential; or
(c) a party knows or reasonably ought to know is confidential; and:
(d) in the case of Global Health includes the Software; and
(e) in the case of the Customer includes the Customer Data.
CPI means the net increase, over the Year, in the Quarterly All Groups Consumer Price Index published by the Australian Bureau of Statistics.
Customer Data means all information, including Personal Information, that is uploaded by or on behalf of the Customer as part of using the Services.
Customer Users means Customer Personnel given access in accordance with clause 7.1.
Data Breach means any unauthorised access to or disclosure of, or any loss of, Customer Data.
Default Rate means 2% above the Commonwealth Bank of Australia’s standard overdraft interest rate at the due date.
Fees means the Subscription Fees, the Metered Usage Fees and the Third Party Product Fees.
Force Majeure means any act or event beyond the reasonable control of a party, whether foreseen or not, which delays, interrupts or prevents such party from performing its obligations under this agreement.
GST means goods and services tax.
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Implementation Services Fees means any fees specified in the Order Form for Implementation Services.
Implementation Services means the implementation services specified in the Order Form.
Intellectual Property means all patents, patent applications, trade marks, designs, copyright, know-how, trade secrets, inventions, domain names, internet addresses, rights in confidential information and all other intellectual property rights whether registered or unregistered and rights to apply for any of the same.
Metered Usage Fees means the metered usage fees calculated in accordance with the Unit of Measure, Quantity and Unit Rate specified in the Order Form for the Subscription Services.
Month means a month of the Term, commencing on the Subscription Services Commencement Date or that same day of any subsequent month.
New Release means an updated version of the Software incorporating improvements, rectifications and enhancements, but excluding new major features or functionality. New Releases may be made to address customer feedback, legislative and regulatory developments, market trends and technological developments.
Non-SaaS Services means the Non-SaaS services selected in the Order Form, which are made available to the Customer on Customer premises or, if Cloud Hosting Services are selected in the Order Form, via the Cloud Hosting Services.
Notice means a notice that complies with clause 29.
Order Form means the order form executed by Global Health and the Customer.
Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).
Personnel of a party means the directors, officers, employees and contractors of that Party.
SaaS Services means the SaaS Services specified in the Order Form, which are made available to the Customer using a software as a service distribution model.
Services means the Subscription Services and the Implementation Services.
Software means proprietary software incorporated in the Subscription Services.
Subscription Fees means the subscription fees specified in the Order Form for the Subscription Services.
Subscription Services means the SaaS Services, the Non-SaaS Services and the Cloud Hosting Services, together with the Support Services.
Support Materials has the meaning given to that term in clause 8.1.
Support Portal means the online support portal operated by Global Health and available to the Customer and Customer Users.
Support Services means the services specified in Schedule 2 (Support Terms).
Term means the term of this agreement, as determined in accordance with clause 24.
Third Party Product means any such product specified in the Order Form.
Third Party Product Fees means any fees specified in the Order Form for a Third Party Product.
Usage Data means data relating to the Customer and Customer Users’ use of the Subscription Services collected in the course of providing the Subscription Services such as server load, bandwidth consumption, access permissions, availability, transaction volumes, usage patterns and other meta-data, and excludes Customer Data.
Year means a year of the Term, commencing on the Subscription Services Commencement Date or anniversary of the Subscription Services Commencement Date.
31.2. In this agreement, unless the contrary intention appears:
(a) a reference to legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
(b) the singular includes the plural and vice versa;
(c) another grammatical form of a defined word or expression has a corresponding meaning;
(d) a reference to any document or agreement includes that document or agreement as amended, novated or replaced from time to time; and
(e) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity.