Background A. The Supplier agrees to provide the Services specified in this document on the following terms and conditions. B. The Customer agrees to promote the Services to the Permitted Users. Agreed terms 1. Term 1.1 Term This document commences on the Commencement Date and ends after 24 months unless terminated earlier in accordance with clause 8. 2. The Services 2.1 Supplier to supply Services The Supplier agrees to supply the Services to the Customer and its Permitted Users during the Term to the Service Levels in accordance with this document. 2.2 Warranties The Supplier warrants that to the best of its knowledge, the medical practitioners available on the Platform: (a) hold a current unconditional Australian registration as a medical practitioner; (b) are appropriately technically qualified; (c) have adequate experience for the role; (d) hold an appropriate level of professional indemnity insurance; (e) are of good repute. The Customer warrants that it will (f) market the services to the Permitted Users. 2.3 Reports On or before the 10th Business Day of each calendar month during the Term, the Supplier will provide the Customer with a statement setting out: (a) The employee number/name of each Permitted User that received Consultations during the invoice period; (b) the number of Consultations conducted during the previous month. 3. Verification of Permitted Users 3.1 Patient verification (a) The Supplier will provide an eligibility framework to verify that the patient accessing the Platform is a Permitted User by reference to their relationship with the Customer. (b) The Customer will provide or will procure employee data to enable automated verification of Permitted Users. (c) The Customer is obligated to pay Fees for Consultations where Clause 3.1 (a) and (b) have been complied with; or (d) Permitted Users will pay Fees directly to the Supplier via the Platform. (e) For the avoidance of doubt, the Supplier will own all intellectual property developed in any verification systems that it creates under this clause 3. 4. Payment of Fee and invoicing 4.1 Fee Payable The Supplier will provide the Services for the Set Up, Services and Consulting Fees. Consulting Fees will be reviewed after an initial period of 12 months and annually thereafter or as agreed otherwise. 4.2 Billing requirements – Setup and Services Fees The Set Up Fee will be payable on contract execution. The Services Fees will be payable quarterly in advance. 4.3 Billing requirements – Consultation Fees If Permitted Users are not paying for their Consultation Fees via the Platform payment gateway, the Customer will pay the Consultation Fees to the Supplier for each successful Consultation, calculated at the close of each month, and billed monthly in arrears. All monthly invoices will be issued with detailed reporting described in Clause 2.3 Reports. 4.4 Payment of Invoices Within 14 days of the Customer receiving a valid tax invoice in accordance with Clause 4, the Customer must pay the Fee specified in the Tax Invoice. 4.5 Definitions Any terms capitalised in clause 4 and not already defined in clause 11 have the same meaning given to those terms in the GST Act. 4.6 GST exclusive Except under clause 4, the consideration for a Supply made under or in connection with this document does not include GST. 4.7 Taxable Supply If a Supply made under or in connection with this document is a Taxable Supply, then at or before the time any part of the consideration for the Supply is payable: (a) the Recipient must pay the Supplier an amount equal to the total GST for the Supply, in addition to and in the same manner as the consideration otherwise payable under this document for that Supply; and (b) the Supplier must give the Recipient a Tax Invoice for the Supply. 4.8 Warranty that Tax Invoice is issued regarding a Taxable Supply Where a Tax Invoice is given by the Supplier, the Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office. 5. Restraint during Term At all times during the Term of this contract the Customer must not acquire services similar or identical to the Services from other providers. 6. Marketing The Supplier and the Customer will agree a marketing plan to be implemented from the Commencement Date and then on the 12-month anniversary of this Agreement. The parties acknowledge and agree that they each may use the name and logo of the other for the sole purpose of advertising and promoting the Services during the Term. Any use of the parties’ name and logo to be mutually approved. 7. Confidentiality and privacy 7.1 Confidentiality The parties agree and undertake that they will keep confidential and will not use for its own purposes and will not without the prior written consent of the other party disclose to any third party, any Confidential Information provided to or obtained from the other party prior to or after entry into this document, except to the extent required to perform their obligations under this document or to the extent required by law or the rules of a recognised stock exchange. 7.2 Privacy The Supplier agrees that it will only process Personal Information as disclosed, transferred, shared, sent, or otherwise made available or accessible by the Customer to the Supplier for the purposes specified in this agreement. The Supplier must comply with all Privacy Laws. The Supplier must not do, or permit to be done, any act or thing (or fail to do any act or thing) that could cause the Customer to breach any Privacy Laws and the Supplier agrees to notify the Customer immediately if it becomes aware of, or suspects, it has breached, or has caused the Customer to breach, any Privacy Laws. 8. Termination 8.1 Termination by notice The Supplier or the Customer may terminate this document at any time by giving 90 days written notice. 8.2 Termination for cause Either the Supplier or the Customer may terminate this document immediately by giving written notice to the other party if the other party: (a) is in material breach of this document and the breach is not capable of remedy, or where the breach is capable of remedy, the other party has failed to remedy the breach within 28 days of receiving notice of the material breach from the other party; or (b) the other party suffers an Insolvency Event. 8.3 Consequences of Termination Immediately upon the termination of this document, the Supplier will cancel any Video Consultations scheduled and any Quickscript requests placed but not yet delivered, other than any Video Consultations or Quickscript requests the Customer specified it still wished to be provided to Permitted Users in writing at least ten Business Days prior to the date of Termination. 9. Representations and warranties Each party warrants and represents to the other party that: (a) it has full authority and all necessary consents to enter into and perform this document; (b) this document and all other agreements contemplated by this document will, when executed by it, constitute binding obligations of it in accordance with their respective terms; (c) the execution, delivery and performance by it of this document will not: (i) result in a breach of any provision of its constitution; (ii) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this document; or (iii) result in a breach of any order, judgment or decree of any court or authority to which it is a party or by which it is bound and which is material in the context of the transactions contemplated by this document. 10. General 10.1 Counterparts This document may be signed in any number of counterparts. All counterparts together make one instrument. 10.2 Assignment A party may only assign this document or a right under this document with the written consent of the other party. 10.3 Further assurances Each party must do all things reasonably necessary to give effect to this document and the transactions contemplated by it. 10.4 Consequential Loss No party will not be liable to the other or any other person for any Consequential Loss. 10.5 Entire agreement This document supersedes all previous agreements about its subject matter. This document embodies the entire agreement between the parties. 10.6 Governing law and jurisdiction (a) Queensland law governs this document. (b) Each party irrevocably submits to the non-exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts. 11. Defined terms In this document: Business Day means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland. Business Hours means from 8:00am AEST to 6:00pm AEST on a Business Day. Commencement Date means the date set out in item 3 of the Details. Confidential Information means any information relating to the business and affairs of a party: (a) which is by its nature confidential; or (b) which is designated as confidential by the party, but excludes any information that is in the public domain other than as breach of this document. Consequential Loss means indirect, economic, special or consequential loss or damage, loss of revenue, time, goodwill, data, anticipated savings, opportunity, loss of production and loss of profit. Consultation means a QuickScript review or video consultation with a Medical Practitioner provided to a Permitted User via the Platform. Consulting Fee means the fee stated in Item 8 of the Details. GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth). Insolvency Event means any of the following events concerning the Customer: (a) if an administrator, liquidator, receiver, receiver and manager or other controller (as defined in the Corporations Act 2001 (Cth)) is appointed to, or over, any of the property or undertaking of the party; (b) if the party is unable to pay its debts when they become due and payable; (c) if the party ceases to carry on business; or (d) if any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition. Medical Practitioner means a person who: (a) is registered as a medical practitioner under a Law of an Australian state or territory and on the National Register of Practitioners maintained by the Australian Health Practitioner Regulation Agency; who either: (b) is engaged by the Supplier (whether under a contract of employment or otherwise) to provide professional services to patients on the Supplier’s behalf; or (c) conducts a medical practice in his or her own right and engages the Supplier as a service provider to that medical practice, and may, where the context permits, refer to a medical practice company where a medical practitioner practises through a corporate vehicle rather than as a natural person. Permitted Users A person who accesses the Doctors on Demand Platform and are verified in accordance with Clause 3.1. Platform means the Doctors on Demand online booking and video conferencing platform and Quickscripts service accessed via www.doctorsondemand.com.au. Personal Information has the meaning given in the Privacy Laws. Privacy Laws means the Privacy Act 1988 (Cth.), the Spam Act 2003 (Cth.), any registered APP Code that binds a party, and any other Laws, industry codes and policies relating to the handling of Personal Information. QuickScripts means the online prescription service for repeat scripts operated by the Supplier. Setup Fee means the fee stated in Item 6 of the Schedule. Services Fee means the fee stated in Item 7 of the Schedule. Services means the services to be provided to the Customer by the Supplier as set out in item 4 of the Details. Service Levels means the levels to which the Services must be provided to the Customer, as set out in item 5 of the Details. Technical Specification means the technical design document as agreed between the parties that describes the integration and data requirements and user experience (UX) of the developed software. Term means the period from the Commencement Date to the date on which this document is terminated in accordance with clause 8. Video Consultation means the provision of video conferencing by DoD GPs to Permitted Users on the Platform.