Version: 0.9 Issue Date: 25 August 2014 This document is issued in Strict Commercial Confidence. No part of this document may be reproduced or distributed in any form or by any means without prior written permission. Copyright 2014, Smart Health Solutions Pty Ltd
1. Date 2. The Parties Smart Health Solutions Pty Ltd, ABN 34 092 690 670, PO Box R875 Royal Exchange NSW 1225 (Smart Health) and 3. Services Client name, ABN and address (The Client) Smart Health will provide software and related services to the Client, including the provision and management of Smart Health, a secure, on-line information management service that supports capture, management and access to patient healthcare information. The services include access to the Smart Health on-line clinical information management solution, clinical record interfaces between Smart Health, local systems and selected 3 rd party information systems and maintenance of the Smart Health on-line service. Smart Health will also provide implementation and other required services as required by the client from time to time and under the terms of this agreement. 4. Smart Health Obligations Create medical groups in the Smart Health system for participating practices Register client practices administrators in the Smart Health system, including registration of administrators Medicare Australia smartcards Provide secure, patient consent-based access to health records that are managed by Smart Health. Provide sub-second response times for its services as measured at its hosted service; no service level guarantee is provided for services that are delivered over the Client s networks Provide 99.8% service reliability as measured at its hosted service Provide planning, implementation, customisation, integration and other services, including assistance and integration with local IT services on a time and materials basis Provide fixed price quotations for enhancement and customisation requests, on receipt of appropriate documented business requirements 5. Client Obligations Provision and maintain all workstation and network equipment and operating systems required to use the Services Submit applications to the Commonwealth Department of Human Services for individual user PKI certificates on secure tokens Installation of secure tokens and the latest version of the Java Runtime Environment (if required) on participating workstations Managed deployment of the Smart Health application users workstations Provision of broadband access to the Internet from all participating workstations Copyright 2014, Smart Health Solutions Pty Ltd Page 2
Management of network access configuration (including firewall management) that may be required to access the Services Configuration of user access permissions in Smart Health Management of patient access to the Smart Health Patient Portal Ensuring that staff access the PCEHR and Health Identifier services only in accordance with PCEHR and Health Identifier legislation Ensuring that staff create and manage clinical records in Smart Health in a manner that supports patient treatment and safety Ensuring that a contingency plan is in place to ensure continuity of business processes in the event of an interruption to Smart Health services. Identification of a single point of contact within its organisation for Smart Health support and maintenance issues, including the reporting of any service issues to Smart Health within 24 hours 6. Subscription and Other Fees Fees: 7. Term Are defined in the Fee Schedule attached to this agreement Will be invoiced monthly in arrears Will be paid by direct credit to Smart Health s nominated account Are payable within 7 days of invoice; late payments may be subject to additional fees This Subscription commences on the date of this agreement and will continue for 12 months. The Subscription will automatically be renewed for subsequent 12 month terms unless other arrangements are made. 8. Termination Either party may terminate the service by giving 90 days written notice. If the Client terminates the Subscription, the Client is liable for all costs to decommission the service. In the event of termination of the service; any patient data created by the Client may remain available to other authorised users or will be deactivated. Deactivated patient data is retained securely but is cannot be accessed by users. 9. Warranty 10. Liability Smart Health warrants to the Client that Smart Health and its consultants have expertise in the implementation of the services and will make that expertise available diligently at all times to the Client. Smart Health also warrants to the Client that the Services will at all times be provided to a professional standard. Except to the extent that such a limitation is prohibited by law, Smart Health s maximum aggregate liability to the Client for breach of contract, in negligence or otherwise in respect of or relating to the Services or the Consulting Agreement is limited to the cost of providing the Services again. Copyright 2014, Smart Health Solutions Pty Ltd Page 3
11. Confidentiality Each party must only use the documentation, information and data received from the other party for the purpose for which it was received. A party must not disclose to any third party, either during or after termination of this agreement any information pertaining to the other party s business including prices, plans, methods, policies, and customers. All the foregoing matters are considered and treated by the parties as confidential. 12. Governing Law and Jurisdiction The law of Victoria governs this agreement. The parties submit to the exclusive jurisdiction of the courts of Victoria and of the Commonwealth of Australia and agree that any lawsuit must be heard in those courts. The parties have read this agreement and the fee schedule and have understood and accept the terms and conditions contained therein. Each party agrees to act in accordance with these terms and conditions. Signed for and on behalf of Smart Health Solutions Pty Limited, ABN 34 092 690 670 by its authorised representative in the presence of: Signature of witness Signature of authorised representative Name of witness Name of authorised representative Signed for and on behalf of The Client by its authorised representative in the presence of: Signature of witness Signature of authorised representative Name of witness Name of authorised representative Copyright 2014, Smart Health Solutions Pty Ltd Page 4
Smart Health fees are comprised of: F EE SCHE D ULE Project set-up fees Service fees Rates for additional development and support All prices are exclusive of GST. 1. Project Set-up Fees Smart Health supports project set-up on a time-and-materials basis. Services may include site analysis, requirements documentation, stakeholder engagement, implementation support and training. Set-up fees are typically quoted in a separate custom document describing the services. 2. Service Fees Smart Health is provided as a fully maintained Software Service. There are no product licence fees or support and maintenance fees. Monthly service fees are inclusive of: Use of the application on client workstations Use of the application by The Client s users Automated importing of patient records from client health IT systems (HTTPS/HL7 interface) Standard application upgrades (typically 3 per annum) Level 3 telephone support during business hours (Sydney, NSW) Monthly Service Fee Service fees are negotiable for multiple sites. 3. Other Fees Smart Health offers optional services that may incur additional fees (due to the higher operating costs of these services). Item Upload or download diagnostic image (subject to size) SMS notifications to patients and healthcare providers Price 4. Development and Support Copyright 2014, Smart Health Solutions Pty Ltd Page 5
Customisation and development services will be provided on request. Smart Health s rates for these services are described below. Smart Health will provide fixed price quotations for new development, including development of requirements specifications if required. Additional support and training will also be provided on request. 5. Standard Rates Planning & management Role Daily rate Customisation/enhancements & interface development On-site support, including installation and training 6. Expenses Smart Health expenses (travel, accommodation & incidentals) are charged at cost plus 15%. 7. Fee Reviews Fees are subject to an annual increase of not less than the Consumer Price Index. - - - end - - - Copyright 2014, Smart Health Solutions Pty Ltd Page 6