Document acceptance system (EULA capture)

The PHN Exchange has an incorporated document acceptance system. It allows each PHN to manage their individual documents (EULA T&A Consent). Each PHN using the PHN Exchange can manage presentation of their documentation to a practice via the PHN Exchange. If a PHN updates its data sharing conditions, it is able to present the revised document to the practice the next time the practice logs into the PHN Exchange. Acceptance of the document by the practice is logged in the PHN Exchange.

PHN Exchange terms and conditions

Please note that users of the PHN Exchange are also requested to accept terms and conditions of use of the PHN Exchange on the first three logins by the user.

Below are step by step instructions for practices to access their terms and conditions and EULA agreements.

1. Go to https://www.phnexchange.com.au/home.php?phn=205.
2. From the left side menu under the Account heading select Sign In.
3. In the popup click "SIGN IN WITH MICROSOFT" or enter your details into the "Sign up with new email" section.
4. If you have "Sign up with new email", you need to confirm your account by clicking a link in an email sent to you.
5. After login, check if there is a section named "General Practice" on the left menu. If there is not, contact support@phnexchange.com.au.
6. From the left side menu under the General Practice heading, select GP Data Report and then select your practice.
7. After choosing a practice, the Terms of Use will pop up. Review these and then select Accept.
8. From the left side menu under the General Practice heading, select GP License Agreements and then select your practice.
9. Your pending licences will display; click on "PenCS EULA".
10. The End User Licence Agreement will open. Review content and select Agree. The following video is also available for practices. Here is a link on instructions for the EULA: https://youtu.be/WmfFKL_SBCA.

Example EULA

End User License Agreement example. Published by Murray PHN July 2019.

END USER LICENCE AGREEMENT FOR USE OF PEN CS SOFTWARE (CAT4, SCHEDULER, TOPBAR, PATCAT)

Schedule B - Agreed Terms

B1. Definitions and Interpretations

B1.1 For the purpose of this Agreement:

‘Agreement’ means this End User Licence Agreement comprising the Recital, Schedule A, Schedule B, Schedule C, and any other written agreement expressed to be supplemental or collateral to this agreement, including written amendments.

‘Business Day’ means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where an act is to be performed.

‘Confidential Information’ means information that is confidential by its nature, whether or not it is clearly labelled as such. It includes the technology, systems, tools and methodologies of the Software (including any database schemers, programs and program modules, routines and sub routines, procedures, algorithms, design concepts, design specifications {design notes, annotations, documentation, flow charts, coding sheets and the like}, source code, object code and load modules, programming, program patches and system designs), information about a party’s business affairs, financial affairs, Documentation, business plans, price lists, strategies, technical operations, Intellectual Property Rights and financial position.

‘Documentation' means CAT Plus user guides and includes any PCS marketing materials and other documents provided by PCS with respect to the Software.

‘End User’ means the legal entity named as the End User in this Agreement and includes its employees, contractors and agents.

‘End User Data’ means a set of data extracted from the End User’s computer system.

‘Installation Services’ means the installation of the Software on the End User’s computer.

‘Intellectual Property Rights’ means patents, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in getup, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

‘Licence Period’ means the period of this Agreement commencing on the date specified at item A1 of Schedule A (‘Start Date’) and ending on the date specified at item A1 of Schedule A (‘End Date’).

‘Murray PHN’ means Murray PHN LTD ACN 156 423 755 of 3-5 View Point Bendigo VIC 3550, and includes its employees, contractors and agents.

‘Notice’ means a notice or other communication connected with this Agreement that is given in accordance with clause B31 of Schedule B.

‘PCS’ means Pen CS Pty Limited ACN 606 033 112.

‘Software’ means the software described in schedule C, and described in any specification, and any maintenance release or new version licensed to the End User during the licence period.

‘Software Distribution Agreement’ means the Software Distribution Agreement entered into between Murray PHN and PCS.

B1.2 Unless the context requires otherwise

(a) a reference to the word ‘includes’, and any variants of that word, will be read as though followed by the words ‘without limitation’;

(b) to the extent a clause in Schedule A is incomplete, that clause will be taken to be ‘not applicable’ unless otherwise stated;

(c) headings are for convenience and do not affect the interpretation of this Agreement; and

(d) A reference to:

(i) a right includes a benefit, remedy, discretion or power;

(ii) this Agreement includes all schedules and annexures to it; and

(iii) a party includes that party's personal representatives, successors and permitted assigns.

B1.3 This Agreement includes the Recital and:

Schedule A Agreement Details;

Schedule B Agreement Terms; and

Schedule C Description of the Software.

B2. Term

B2.1 Subject to earlier termination of this Agreement, the period of this Agreement (‘Term’) will start and end on the dates specified at clause A1 of Schedule A or such other date as agreed in writing between the parties.

B3. End User licence

B3.1 The End User is granted a non-exclusive, non-transferable licence to use the Software and the Documentation for its own internal business only, for the Licence Period. The End User Agreement shall terminate immediately upon expiry of the Licence Period. The End User must not use, and must ensure that the Software and Documentation are not used, other than as expressly permitted by the licence granted pursuant to this clause.

B4. Systems Requirements and access

B4.1 The End User must ensure that, from the Start Date, its computer system is ready, compatible with, configured and maintained in accordance with the requirements of PCS. The End User must take such action in relation to its computer system as may be required to enable PCS to complete the Installation Services without undue delay.

B4.2 The End User must use reasonable endeavours to ensure that PCS and Murray PHN are able to remotely access the End User’s computer systems for the purposes of:

(a) providing Installation Services, Training Services and other support services;

(b) supporting the End User's compliance with this Agreement; and

(c) disabling any unauthorised access to the Software.

B5. Installation and training

B5.1 Murray PHN will collaborate with PCS to provide the Installation Services.

B5.2 Murray PHN will provide user training and other support services to the End User as soon as possible after installation of the Software is complete. The End User must ensure that its employees participate in user training whenever reasonably required by Murray PHN.

B5.3 The End User must render to Murray PHN and PCS such assistance as may reasonably be required in order to complete the Installation Services and other training and support.

B6. Support

B6.1 Murray PHN will provide the following support services to the End User:

(a) assistance with End User Data extraction;

(b) support to assist the End User to fully utilise the Software, to the extent reasonably required by the End User;

and

(c) collaborate with PCS to provide further support services in accordance with the Software Distribution Agreement.

B7. User installation and security

B7.1 The End User must not permit any person or entity to use the Software (whether by way of sub-licence or otherwise), other than:

(a) PCS;

(b) Murray PHN; or

(c) an employee or contractor of the End User in the course of such employee or contractor carrying out medical, nursing, administrative, secretarial, or receptionist services for the exclusive benefit of the End User.

B7.2 The End User must not permit any person or entity to use the Software who is in the business of supplying software competitive with the Software.

B7.3 The End User must not share any user account or any authentication details with any other person, and must take reasonable steps to ensure the security of its computer system, the Software, and the End User Data.

B7.4 The End User is responsible for all acts and omissions of its employees and contractors and any act or omission of an employee or contractor of the End User shall, as between the End User and PCS, and as between the End User and Murray PHN, constitute an act or omission of the End User.

B8. Maintenance releases

B8.1 The End User must replace the current version of the Software with any updated or upgraded version or new release that Murray PHN or PCS provide to the End User within 14 days of the End User’s receipt of such version or release.

B9. Privacy

B9.1 Murray PHN and the End User acknowledge and agree to comply with the obligations of the Australian Privacy Principles (as defined in the Privacy Act 1988 (Cth) (‘Privacy Act’)) and the requirements of the Privacy Act regarding the collection, use and disclosure of the individual's “health information” or other "sensitive information" (as those terms are defined in the Privacy Act).

B9.2 The End User and Murray PHN will both comply with the Privacy Act and all other applicable privacy laws with respect to the use, possession, disclosure and processing of End User Data.

B10. End User Data

B10.1 The End User must allow Murray PHN and (to the extent necessary to allow PCS to complete its obligations to the End User and Murray PHN) PCS, access free of charge, to the End User Data throughout the Licence Period.

B10.2 Murray PHN will provide to the End User a dedicated login to allow access to the Software. End User Data collected from the Software by the End User will include identified data.

B10.3 The End User agrees and acknowledges that PCS is not responsible for the security of any End User Data. The End User must ensure that the relevant data files for the Software installed on the End User’s computer systems are stored in a secure manner so as to prevent unauthorised access and use of End User Data.

B10.4 The End User will ensure that no End User Data includes anything which is pornographic, obscene, offensive, indecent, abusive, menacing, unlawful, blasphemous, an invasion of privacy, an infringement of Intellectual Property Rights or of any data protection legislation (including the Privacy Act), defamatory, a malicious falsehood or seditious libel, a contempt of court, or anything that is likely to incite, or is capable of inciting, violence, racial hatred, cruelty, or which encourages any unlawful or illegal act or omission.

B11. Murray PHN use of End User Data

B11.1 The End User grants to Murray PHN a licence to use the End User Data for the purpose of statistical reporting, service planning, End User support, population health mapping, eHealth delivery, and other public health initiatives.

B11.2 The End User Data provided by the Software to Murray PHN, via the PAT CAT (refer Description of Software) data portal will be de-identified, with all demographic and identifying information about individual patients excluded. The portal will not transmit to Murray PHN any End User Data that has identifiable information.

B11.3 Murray PHN acknowledges that it is only responsible for the de-identified End User Data once it has been received by Murray PHN from the End User.

B11.4 Murray PHN will not on-sell any End User Data or disclose End User Data in a way which allows the identification of patients, medical practitioners, service providers or the End User.

B12. Nature of the Software and reports

B12.1 The End User agrees that the Software and the reports and other information provided by the Software is of a general nature only and does not constitute medical advice or medical opinions of any kind. The End User must independently verify the correctness of the reports and other information provided by the Software before relying thereupon in any respect or providing any advice or services based on such reports or information. The End User agrees that PCS does not provide medical services or medical opinions of any kind and that any medical or related services provided by the End User to any medical patient are provided by the End User alone and that PCS is not a party to any agreement for the provision of services to any medical patient and is not responsible for the performance of any such agreement.

B13. Confidential Information

B13.1 Throughout the Licence Period, the End User and Murray PHN will each receive Confidential Information from the other. Both parties agree to keep Confidential Information strictly confidential, and not to disclose it to any person other than:

(a) to the extent authorised or required by this agreement.

(b) to the extent that it is already in the public domain, other than as a result of a breach of this agreement;

(c) to the extent required by law; or

(d) to the extent necessary for a party to obtain legal or other professional advice, but only in circumstances where the advisor has a similar obligation to keep the confidential information confidential.

B13.2 Each party must take reasonable steps to ensure that its employees do not disclose the other party’s Confidential Information in breach of this agreement

B13.3 The obligations of the parties under this clause survive termination of this agreement.

B14. Intellectual Property

B14.1 The End User acknowledges that all Intellectual Property Rights in the Software throughout the world belong to PCS, that rights in the Software are licensed (not sold) to the End User, and that the End User has no rights in, or to, the Software other than the right to use them in accordance with the terms of the End User Agreement.

B14.2 The End User acknowledges that it has no right to have access to the Software in source code form.

B14.3 The End User acknowledges that the integrity of the Software is protected by technical protection measures (TPMs) so that the Intellectual Property Rights, including copyright, in the Software are not misappropriated. The End User must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or have in its possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.

B14.4 The End User must not make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs (except as may be expressly permitted by the Copyright Act 1968 (Cth)).

B15. Limitation of liability

B15.1 Except with respect to any Non-Excludable Guarantees under the Australian Consumer Law or for any proven gross negligence or wilful misconduct, the End User agrees that PCS and Murray PHN is not responsible for any non-performance, failure or other aspect of the Software or Documentation;

B15.2 To the extent that liability cannot be excluded, the liability of Murray PHN and PCS for any non-performance or defect in the Software will be limited to the supply of the Software again.

B15.3 The End User acknowledges that:

(a) Murray PHN is not the agent of PCS; and

(b) Murray PHN does not have any Intellectual Property Rights in the Software, is not the designer of the Software and has no control over the content of the Software or its performance.

B16. Indemnity

B16.1 The End User indemnifies Murray PHN and PCS (each an indemnified party) and must keep the indemnified parties indemnified against all claims, losses, costs or damage suffered or incurred by any of the indemnified parties arising from:

(a) any unauthorised use of the Software by any person who is an employee or contractor of the End User, or who gains access to the Software through any employee or contractor of the End User; and

(b) any breach of this agreement by the End User.

B17. Not transferable

B17.1 The End User must not transfer, assign, charge or otherwise dispose of its rights or obligations under this Agreement without the written consent of PCS and Murray PHN (not to be unreasonably withheld). Any purported assignment in breach of this clause is void.

B18. Rights of PCS

B18.1 The End User agrees that in so far as this Agreement provides rights to PCS, this Agreement is entered into by Murray PHN in trust for PCS and that those rights and the rights of Murray PHN under this Agreement are enforceable by PCS.

B19. Default and termination

B19.1 This Agreement terminates immediately if the End User breaches any irremediable provision of this Agreement or any provision of this Agreement capable of remedy and fails to remedy the breach within 14 days of notice requiring it to remedy the breach, if the End User breaches PCS’s Intellectual Property Rights, or if the End User suffers an insolvency event.

B19.2 Either party may terminate this agreement at any time, upon giving the other 30 days’ written notice. In that event, the Licence period will be deemed to expire on the day the notice takes effect.

B20. Expiry of Licence Period

B20.1 At the end of the Licence Period:

(a) the End User must cease to use the Software, and must remove the Software from the End User’s computer system;

(b) PCS and Murray PHN will cease to have access to the End User’s computer system, except to the extent required to remove the Software; and

(c) Clauses B4.2, B11, B13, B14 and B16 of this agreement will continue to apply.

B21. Termination of PCS agreement

B21.1 If the Software Distribution Agreement ends for any reason, then:

(a) the Licence Period will end at the same time;

(b) the parties must do everything required of them under this Agreement, as if the Licence Period had expired; and

(c) the End User will not be entitled to any compensation.

B22. Co-operation and good faith

B22.1 The End User and Murray PHN will co-operate in good faith to maximise, to the greatest practicable extent, the benefit to each party contemplated by this Agreement and to resolve quickly and in an amicable way any dispute or difference arising between them.

B23. Joint and several liability

B23.1 Where a party consists of two or more persons the obligations under this Agreement bind each of them, and the rights under this Agreement benefit each of them, severally and all of them jointly.

B24. No reliance

B24.1 The parties have not in entering this Agreement relied upon any statement, representation, undertaking, warranty or condition made or given by or on behalf of any other party in respect of the subject matter of this Agreement other than those that are expressly contained in this Agreement.

B25. Entire understanding

B25.1 The covenants and provisions contained in this Agreement exclusively and completely state the rights of the parties with respect to the subject matter of this Agreement. This Agreement supersedes all negotiations and prior agreements, whether written or oral, in respect of the subject matter of this Agreement. If there is conflict or inconsistency between the terms, conditions and provisions of this Agreement and any prior agreement or arrangement, the terms, conditions and provisions of this Agreement will prevail.

B26. Waiver

B26.1 No failure, delay, relaxation or indulgence by a party in exercising a power or right under this Agreement operates as a waiver of the power or right, and no single or partial exercise of a power or right and no single failure to exercise precludes any other or future exercise of the power or right or the exercise of any other power or right.

B27. Applicable law

B27.1 This agreement will be governed and construed according to the law of New South Wales.

B28. Counterparts

B28.1 This Agreement may be executed in counterparts, each of which, once executed, will be deemed to be an original and together will constitute one and the same document.

B29. Notices

B29.1 A Notice or other communication connected with this Agreement shall be deemed to have been duly given or served if it is in writing, signed by or on behalf of a party and addressed to the Murray PHN Representative set out in clause A2 of Schedule A or as the case may be the End User Representative set out in clause A2 of Schedule A, and is either delivered by hand, posted, by email or facsimile to the relevant address set out in A2 of Schedule A, or such other address as may be notified in writing from time to time.

B29.2 A Notice given in accordance with clause B19.10 is taken to be received if:

(a) delivered by hand, at the time of delivery,

(b) posted, on the second Business Day after the date of posting (or if outside Australia, on the seventh Business Day after the date of posting);

(c) faxed, when the sender's fax machine confirms successful delivery; or

(d) emailed, when the email is successfully received by the recipient.

B29.3 If a Notice is given after 5.00pm on a Business Day or not on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

Schedule C - Description of the Software

C1. The Software

C1.1 The software covered by this Agreement is CAT Plus, which includes the following features for compatible Clinical Information Systems:

(a) Clinical Audit Tool (CAT4)

(i) Standard CAT data extraction, filtering and report functions

(ii) CAT Cleansing

(iii) CAT Registrar

(iv) CAT Plus Prompts

(b) Practice Aggregation Tool (PAT CAT)

(i) Standard PAT CAT data aggregation, filtering and report functions

(c) Topbar

(i) Topbar MBS Prompts

(ii) Topbar Cleansing App

(iii) Topbar Waiting Room App

(iv) Topbar Patient Health Summary (PHS) App

(v) Topbar CAT Plus Prompts

(vi) HealthPathways v1.) App

(d) Pen CS Scheduler (automates data extraction and uploads)

C1.2 The technical specification for the Software can be found on the PCS website www.pencs.com.au.