Terms & Conditions

Updated on: September 18, 2026

Effective From: September 18, 2026

1. Introduction

1.1 These Terms

These General Terms and Conditions (the “Terms”), together with each applicable Subscription Agreement, Service Request, Statement of Work and any other terms expressly agreed between the parties, govern the relationship between Intrahealth and the Customer and the basis on which Intrahealth provides the Services.

Intrahealth may amend these Terms from time to time in accordance with Section 16.1. By subscribing to or continuing to use the Services, the Customer agrees to comply with these Terms and any other terms forming part of the Agreement.

1.2 Parties

In these Terms:

“Intrahealth” means Intrahealth Systems Limited and, where applicable, its related companies and affiliates providing the relevant Services.

“Customer” means the person, organization or other legal entity that subscribes to and is responsible for payment for the Services.

1.3 Additional Definitions

For purposes of these Terms:

“Agreement” means these Terms together with the applicable Subscription Agreement, Service Request, Statement of Work and any other document expressly incorporated into the contractual relationship between Intrahealth and the Customer.

“Authorized User” means an individual authorized to access or use the Services under the applicable Subscription Agreement, including external users where permitted by the relevant Service or expressly agreed by Intrahealth.

“Customer Data” means data input, uploaded, stored, generated or otherwise processed by or on behalf of the Customer through the Services, including Personal Health Information where applicable.

“Fees” means the subscription, implementation, professional services, usage, hosting, module and other charges payable by the Customer under the Agreement.

“Module” means additional functionality, applications or services supplied by Intrahealth in conjunction with or integrated with the core Services.

“Service Request” means a document describing additional Services, Modules, configuration, implementation or other work requested by the Customer.

“Services” means the software, hosted services, applications, Modules, support, implementation and related products or services supplied by Intrahealth.

“Statement of Work” or “SOW” means a document describing the scope, deliverables, responsibilities, pricing and other terms applicable to a particular project or body of work.

“Subscription Agreement” means the agreement identifying the Services subscribed to by the Customer and the applicable commercial terms.

2. Services

2.1 Core Services

Intrahealth supplies software solutions to healthcare organizations and healthcare markets internationally. Core Services may include:

healthcare administrative and electronic health record systems, including integrated administrative management and electronic healthcare record solutions designed for use by clinicians and administrative personnel and branded by jurisdiction or market segment, including Profile, HCC, Legend and Fusion;

population-health tools, data aggregation and clinical-analysis functionality; and

integration-engine functionality.

2.2 Modules

Intrahealth may also offer Modules or applications that integrate with or extend the core Services. These may include:

Case Management, which divides the electronic healthcare record into segments to support separate management of different types of care;
Contact Tracing, supporting outbreak management and care;
Wait Lists, supporting services for which delivery is delayed;
Homecare, supporting the delivery of care outside the Customer's institution;
Accession, providing patients and the Customer with permitted browser-based access to elements of the applicable system record;

Aero, comprising cross-platform applications that may be electronic-health-record agnostic but integrate with the Intrahealth platform and provide mobile access to designated functionality and information;

SMS Text Messaging, providing integrated SMS functionality for communications relating to appointments, interventions, results and other supported workflows;

Virtual Care, including telemedicine functionality;

eFax, enabling supported documents to be transmitted by fax directly from the applicable Service;

eSignature, enabling electronic signing of supported documents; and

other Modules or functionality made available by Intrahealth from time to time.

2.3 Hosting Models

Depending on the Service and Subscription Agreement, the Services may be:

hosted locally by the Customer on Customer-controlled infrastructure;

hosted in an agreed cloud environment; or

hosted by Intrahealth or its hosting partners and delivered as software as a service (“SaaS”).

Where Intrahealth or its hosting partner hosts the applicable production environment, Section 7 applies.

2.4 Scope of These Terms

These Terms apply to all Services supplied by Intrahealth, including Services or Modules introduced after the effective date of these Terms, unless otherwise expressly agreed in writing.

2.5 Third-Party Services and Terms

Certain Services or components may incorporate products, services, data or functionality supplied by third parties. The Customer must comply with any applicable third-party terms associated with such products, services, data or functionality.

2.6 Implementation and Support

Intrahealth provides implementation and support services in accordance with the applicable Subscription Agreement, Service Request, SOW or other agreed service terms.

3. Subscription and Right to Use the Services

3.1 Subscription Agreement

When the Customer subscribes to Services, the parties will enter into a Subscription Agreement identifying, as applicable:

the Services and Modules included in the subscription;

the commencement date and applicable subscription and renewal periods;

the Authorized Users and applicable licensing or charging methodology;

applicable Fees; and

any other Customer-specific or subscription-specific terms.

3.2 Service Requests and Statements of Work

Where the Customer requests an additional Module, Service, implementation service or other work that is not already included in the Subscription Agreement, the parties may enter into a Service Request or SOW.

The applicable Service Request or SOW may identify:

the additional Service, Module or work;

the scope and deliverables, including items that are in scope and out of scope;

the parties' respective contacts;

relevant configuration settings;

anticipated implementation or availability dates;

applicable Fees; and

other commercial or operational terms applicable to the work.

Additional Services and Modules supplied under a Service Request or SOW will be deemed to form part of the Customer's subscription and remain subject to these Terms unless expressly agreed otherwise.

3.3 Non-Exclusive Use

The Customer's right to use the Services is non-exclusive. Intrahealth may provide the same or similar Services to other customers.

3.4 Continued Access

Subject to the Agreement, Intrahealth will continue to permit the Customer and its Authorized Users to access the Services provided that:

all applicable Fees are paid when due, other than amounts genuinely disputed in accordance with the Agreement; and

the Customer and its Authorized Users comply with the Agreement and applicable third-party terms.

3.5 Permitted Use

The Customer must ensure that the Services are used only:

by the Customer and its Authorized Users, including external parties where permitted by the applicable Service or expressly approved by Intrahealth;

for the Customer's own business purposes; and

lawfully and in accordance with the Agreement.

The Customer and Authorized Users must not use the Services in a manner inconsistent with their intended purpose or applicable law.

3.6 Subscription Period and Renewal

Unless otherwise expressly stated in the Subscription Agreement, the initial subscription period is three (3) years.

Following the initial subscription period, the subscription will automatically renew for successive periods of one (1) year unless the Customer provides written notice of non-renewal at least ninety (90) days before the end of the then-current subscription period.

3.7 Early Termination by the Customer

The Customer may terminate its subscription before the end of the applicable term by providing ninety (90) days' written notice.

Upon such termination, the Customer will be required to pay an amount equal to the monthly subscription charges that would otherwise have become payable for the remaining balance of the applicable term, including any renewal period to which the Customer has already committed.

The parties agree that this amount constitutes liquidated damages and not a penalty.

4. Customer Responsibilities

4.1 General Responsibilities

The Customer is responsible for the administration and use of its subscription, including:

all access to and use of the Services under the Customer's subscription, regardless of the individual who accesses or uses the Services;

ensuring that only Authorized Users access the Services;

notifying Intrahealth of any increase in usage beyond the number or type of users authorized under the applicable Subscription Agreement;

the manner in which the Customer and its Authorized Users use the Services, including communications with patients and other recipients;

the accuracy and completeness of Customer Data, including patient or health information entered, uploaded or developed through the Services;

the accuracy of other information supplied to Intrahealth;

keeping Customer contact information and normal business hours current;

paying all applicable Fees, including any applicable backdated charges arising from actual usage; and

complying with the Customer's other obligations under the Agreement.

4.2 Security and Credentials

The Customer must ensure that Authorized Users:

keep login credentials, passwords and other authentication information confidential;

do not share authentication information with unauthorized individuals; and

comply with appropriate security practices.

The Customer is responsible for maintaining appropriate security for systems, infrastructure and devices under its control and must notify Intrahealth promptly upon becoming aware of or reasonably suspecting unauthorized access to or use of the Services.

4.3 Professional and Clinical Judgment

The Services are intended to support administrative and clinical workflows and should only be used by appropriately qualified or trained persons.

The Services do not replace the administrative, professional or clinical judgment of the Customer or its Authorized Users.

4.4 Backup Responsibility for Customer-Hosted Environments

Where the Customer hosts its own production environment, the Customer is solely responsible for maintaining appropriate and accurate backups of Customer Data.

The backup obligations in Section 7.9 apply where Intrahealth hosts the Customer's production environment.

5. Intrahealth Responsibilities

5.1 General Responsibilities

Subject to the Agreement, Intrahealth is responsible for:

providing access to the Services for the Customer and Authorized Users;

providing the applicable support services; and

performing Intrahealth's other obligations under the Agreement.

5.2 Updates, Modifications and Upgrades

Intrahealth may release updates, modifications and upgrades to the Services from time to time.

Subject to the Agreement, Intrahealth will seek to make applicable updates, modifications and upgrades available to the Customer provided there are no outstanding undisputed charges under the Customer's subscription.

5.3 Support

5.3.1 Support Services

Intrahealth will provide a mechanism for submitting support requests by telephone or online during the normal business hours applicable to the Customer's jurisdiction.

Support requests will be tracked and prioritized based on:

the severity of the impact on business operations and patient safety; and

the support level, if any, purchased under the applicable Subscription Agreement.

5.3.2 Software Version Currency

To support the reliable, secure and effective delivery of the Services and associated support, Customers are required to maintain their Intrahealth software on a version released within the preceding twenty-four (24) months.

Maintaining a reasonably current software version helps ensure that the Customer benefits from applicable functional enhancements, security improvements, defect corrections, compatibility updates and other product improvements introduced by Intrahealth from time to time.

Maintaining a current version also enables Intrahealth to provide effective remote and virtual support using current support tools, technical documentation, product expertise and diagnostic capabilities.

The Customer is responsible for reasonably cooperating with Intrahealth in planning and scheduling upgrades required to maintain the applicable software within this twenty-four (24) month period, subject to the Customer's operating requirements and any upgrade obligations specified in the Subscription Agreement, Service Request or Statement of Work.

5.3.3 Legacy Version Support

Where the Customer continues to operate an Intrahealth software version released more than twenty-four (24) months previously, Intrahealth will use reasonable efforts to continue supporting that version.

Support for legacy versions may require specialized technical resources, tools, environments, investigation or expertise that are not included within Intrahealth's standard support services.

In such circumstances, Intrahealth may require the Customer to purchase a customized or enhanced support package or may charge additional Fees associated with supporting the applicable legacy version.

Any additional support arrangement or associated Fees will be communicated to and agreed with the Customer before the applicable additional services are provided.

Nothing in this Section requires Intrahealth to indefinitely maintain, develop, update or support a software version that Intrahealth has formally designated as end-of-life or no longer supported. Intrahealth will provide reasonable advance notice where a version is to become unsupported or subject to an end-of-life designation.

6. Fees and Payment

6.1 Fees

Applicable Fees will be specified in the Subscription Agreement and any applicable Service Request or SOW.

Fees are reviewed annually and may be adjusted by Intrahealth at its discretion.

Unless otherwise agreed, a Fee adjustment will take effect on the first day of the subsequent renewal period. Intrahealth will provide at least forty-five (45) days' prior written notice of an increase in Fees.

6.2 Fee Structures

Intrahealth uses different fee structures depending on the applicable agreement, Service and market.

The applicable fee structure will be identified in the Subscription Agreement or an agreed amendment.

Common fee structures include:

Concurrent User

A monthly base rate applies for the agreed number of concurrent-user licences.

Additional concurrent-user licences may be purchased in predefined increments or blocks as specified in the Subscription Agreement. Applicable base and incremental rates will be identified in the Subscription Agreement.

Per Provider

Fees are charged for each applicable healthcare provider (“Provider”).

Unless otherwise stated in the Subscription Agreement, non-clinical personnel who support a Provider's administrative or operational activities (“Support Staff”) are included within the Provider licence.

6.3 Changes in Actual Usage

Regardless of the applicable fee structure, the Customer must promptly notify Intrahealth if the number or type of users accessing the Services exceeds the usage authorized under the Subscription Agreement.

Intrahealth may verify user counts and adjust Fees to reflect actual usage at any time during the applicable term.

Any resulting adjustment will apply from the beginning of the month in which the additional users were authorized or identified.

6.4 Amendments to Subscription Agreements

A Subscription Agreement may only be amended by:

execution of a replacement Subscription Agreement; or

a written amendment signed by authorized representatives of both the Customer and Intrahealth.

6.5 Invoicing and Payment

Intrahealth will normally invoice subscription charges monthly and may invoice Service Requests or SOWs upon completion.

Intrahealth may invoice more or less frequently where appropriate, including:

in accordance with an agreed billing schedule;

upon completion of a Service Request or SOW; or

for variable-usage Services, including SMS Text Messaging and Telemedicine.

Invoices are payable by the due date stated on the applicable invoice, except for any amount genuinely disputed by the Customer.

Any dispute relating to an invoiced charge must be raised in writing within two (2) months of the invoice date. Intrahealth will not issue retroactive refunds, credits or other billing adjustments in respect of disputed charges first raised more than two (2) months after the applicable invoice date.

6.6 Direct Debit

Where payment is made by direct debit, applicable charges may be deducted from the Customer's nominated bank account on the first day of each month.

The Customer is responsible for ensuring that Intrahealth has accurate and current banking information and that sufficient funds are available.

6.7 Taxes

The Customer is responsible for all sales, value-added, goods and services, harmonized sales and other taxes applicable to the Fees in the Customer's jurisdiction.

Intrahealth will provide applicable invoices or tax documentation as required.

6.8 Overdue Amounts

Interest

Any overdue and undisputed amount will accrue interest from its due date until payment at a rate equal to five percent (5%) above the typical prevailing overdraft rate charged by Intrahealth's principal bank.

Access Restrictions

Where undisputed charges remain overdue for more than thirty (30) days, Intrahealth may limit access by Authorized Users to read-only access for all or part of the Services.

The subscription period will continue during any read-only period and the Customer will remain responsible for:

all Fees accruing during that period;

all overdue amounts; and

applicable interest.

In exercising rights under this Section, Intrahealth will endeavour to protect patient safety and will treat discontinuation of access to clinical information as the last component to be restricted.

7. Hosting

7.1 Application

This Section applies where Intrahealth or one of its hosting partners hosts the applicable Services for the Customer as a SaaS or hosted solution.

For purposes of this Section, a “Hosted Site” is an environment in which Intrahealth or its hosting partner hosts and manages the Customer's database within a shared hosting facility or infrastructure while maintaining logical separation between customer environments.

Where the Customer hosts the Services on Customer-controlled infrastructure, this Section does not apply and responsibility for the corresponding infrastructure, backups, availability, security and related matters rests with the Customer unless otherwise agreed.

7.2 Scheduled Availability

Intrahealth will aim to make Hosted Services available at least ninety-seven percent (97%) of the time during the period beginning one (1) hour before and ending two (2) hours after the Customer's normal business hours.

Outside that period, Hosted Services will generally remain available; however, Intrahealth may perform maintenance.

Where maintenance requires a shutdown while Authorized Users remain logged in, Intrahealth will seek to provide an in-application notification at least ten (10) minutes before the intended shutdown. Where practicable, the notification will identify the expected duration and an emergency contact number if deferral is required.

Intrahealth will use reasonable efforts to minimize downtime and conduct maintenance during non-peak periods.

7.3 Scheduled Shutdowns

Intrahealth may take a Hosted Site, including the applicable database, offline for scheduled service for up to:

two (2) hours once per week;

four (4) hours once per month;

twelve (12) hours twice per year; and

twenty-four (24) hours once per year.

Scheduled service may occur during the Customer's normal business hours where necessary.

Intrahealth will seek to provide advance notice of scheduled outages.

7.4 Site-Down Support

Intrahealth provides 24-hour, 7-day-per-week mobile telephone support for qualifying site-down incidents affecting hosted Customers.

7.5 Shared Hosted Infrastructure

Although each Customer database is logically segregated from other hosted customer environments, Hosted Sites may operate on shared infrastructure.

The Customer must therefore avoid activities that may adversely affect shared infrastructure or other hosted customers.

Unless otherwise agreed, database-intensive, processor-intensive or similar backend activities should be undertaken outside the Customer's normal business hours.

Where necessary to protect the Services or other customers, Intrahealth may restore relevant system settings to their original configuration or terminate excessive processes.

7.6 Privacy

Intrahealth will comply with applicable privacy laws in the relevant jurisdiction and will operate in a manner consistent with applicable industry standards for the handling of identifiable Personal Health Information (“PHI”).

Where applicable, Intrahealth will act in the role of information manager or equivalent service-provider role in relation to PHI processed on behalf of the Customer.

Intrahealth will not release or relocate PHI except:

as necessary to provide the agreed Services;

with the Customer's authorization; or

where required by applicable law or lawful court order.

The Customer remains the information custodian or equivalent accountable organization and remains responsible for decisions concerning collection, use and disclosure of PHI.

The Customer is responsible for providing any notices to patients or clients and obtaining any consents or acknowledgements required by applicable law in connection with Intrahealth's role.

At the end of the subscription, Intrahealth will work with the Customer to transfer or securely dispose of PHI in accordance with the Agreement and applicable law.

7.7 Security

Intrahealth will maintain security protocols consistent with applicable industry practices to protect Customer Data against accidental damage, destruction, loss or alteration.

The Customer remains responsible for protecting access to the Customer's environment using appropriate passwords, access controls and security processes.

Intrahealth will notify the Customer of security incidents of which Intrahealth becomes aware and that Intrahealth's support processes classify as Severity 1 (Critical) or Severity 2 (High).

7.8 Threat and Risk Assessments

Intrahealth will periodically conduct threat and risk assessments (“TRAs”) on the applicable Hosted Site or an environment of a substantially similar architecture.

The Customer may request additional TRAs at the Customer's cost.

7.9 Backup Policy

For Hosted Sites, Intrahealth will perform:

a full backup once each week; and

differential backups each night, capturing data added or changed since the applicable full backup.

Unless otherwise expressly agreed, backups will be retained for thirty (30) days and may be automatically deleted after that period.

Intrahealth does not guarantee the availability or restoration of Customer Data beyond the applicable thirty-day retention period.

7.10 Database Capacity

For Hosted Sites, Intrahealth will perform:

a full backup once each week; and

differential backups each night, capturing data added or changed since the applicable full backup.

Unless otherwise expressly agreed, backups will be retained for thirty (30) days and may be automatically deleted after that period.

Intrahealth does not guarantee the availability or restoration of Customer Data beyond the applicable thirty-day retention period.

7.11 Disaster Recovery

Intrahealth maintains a disaster recovery plan (“DRP”) addressing material loss of hosting infrastructure or an entire data centre.

The applicable DRP may vary by jurisdiction.

Disaster-recovery procedures generally include recreating the Customer environment and restoring the most recent available database.

Depending on the nature and urgency of a disaster, a disaster-recovery environment may not initially provide the same level of performance as the ordinary production environment until a more permanent solution is established.

7.12 Return to Operation

Return-to-operation procedures depend on the nature and severity of the applicable service interruption.

Following an unscheduled loss of service, Intrahealth will work consistently toward restoring full service.

7.13 Bandwidth, Latency and Connectivity

For appropriate performance, Intrahealth recommends network latency below twenty milliseconds (20 ms).

The Services may operate at higher latency, but performance may be degraded.

Required bandwidth will depend on the size and use of the Customer's environment.

Intrahealth is not responsible for performance degradation caused by inadequate Customer bandwidth or Customer use of available bandwidth for unrelated purposes, including video or audio streaming.

The Customer is responsible for appropriately prioritizing traffic associated with the Services.

7.14 Performance Issues

Where sustained performance issues arise, Intrahealth may use built-in diagnostic tools and other reasonable methods to investigate.

Where Intrahealth is responsible for the performance issue, Intrahealth will seek to correct the issue as soon as reasonably practicable without additional charge.

Intrahealth is not responsible for performance issues outside its reasonable control, including internet congestion and Customer-controlled network conditions.

Where Intrahealth reasonably determines that a performance issue is caused by the Customer and adversely affects other customers, Intrahealth may charge the Customer for reasonable costs incurred in diagnosing and resolving that issue.

7.15 Change of Hosting Provider

Intrahealth may change its hosting provider from time to time provided Intrahealth reasonably believes that the replacement hosting service will provide a substantially equivalent or better service than the existing provider.

7.16 Availability Claims

Subject to Section 10, the Customer's sole remedy against Intrahealth and its hosting partner in respect of Hosted Service availability is a pro-rata credit against hosting Fees for the month in which the availability issue occurred.

A claim for credit must include reasonable supporting evidence.

By submitting a claim, the Customer authorizes Intrahealth to access the Customer's hosted database or relevant technical information to the extent reasonably necessary to validate the claim.

The issuance and amount of any credit remain at Intrahealth's discretion.

8. Third-Party Content

The Services may contain or provide access to information, databases or other content supplied by third parties, including pharmaceutical or drug information databases (“Third-Party Content”).

Third-Party Content is provided on an “as is” basis.

To the extent permitted by law, Intrahealth is not responsible for the accuracy, completeness or fitness for purpose of Third-Party Content.

The Customer is responsible for complying with terms, restrictions and disclaimers imposed by the applicable third-party provider.

Third-Party Content must only be used for its intended purposes and must remain within the Services unless use outside the Services is expressly authorized.

The Customer must not reverse engineer or extract Third-Party Content for use outside the Services unless expressly permitted.

Where a third-party provider charges Intrahealth for Customer access to Third-Party Content, Intrahealth may pass those costs through to the Customer as Fees under the Agreement.

9. Specific Modules

9.1 Application

This Section applies where the Customer subscribes to an applicable Module under the Subscription Agreement, Service Request or SOW.

9.2 General Module Terms

Unless otherwise expressly agreed:

applicable Module pricing will be established by the applicable pricing, Subscription Agreement, Service Request or SOW;

where a Module is purchased under a Service Request or SOW, Intrahealth may invoice the applicable charges upon completion of the Service Request or SOW;

the Customer must pay applicable charges in accordance with Section 6;

Intrahealth is not responsible for changes to Service configurations made by persons other than Intrahealth;

Intrahealth does not guarantee successful receipt of an outgoing message or link or that an outgoing communication will only be viewed by its intended recipient;

Intrahealth is not responsible for clinical outcomes or patient authentication unless expressly agreed;

server time and regional settings may affect the timing of messages and other system functions; and

the Customer is responsible for maintaining appropriate consent policies and any required opt-in or opt-out processes.

9.3 SMS Text Messaging

The SMS Text Messaging Module supports SMS communications with participating patients and may be incorporated into appointments, interventions, results and other supported areas of the Services.

Outgoing and incoming message history may be maintained within the applicable Service for review and action.

Unless otherwise agreed:

a compatible version of the applicable Intrahealth Service and appropriate configuration are required;

the Customer may configure processing of SMS responses where supported;

because SMS is asynchronous, the system will make a best-effort attempt to associate a response with the applicable appointment or initiating record;

certain healthcare scheduling and appointment scenarios may limit automated message processing; and

any required Customer-network configuration is the Customer's responsibility.

9.4 Virtual Care and Telemedicine

The Virtual Care Module supports integrated telemedicine consultation workflows.

Unless otherwise agreed:

a compatible version of the applicable Service and appropriate configuration are required;

patient clinical data is not stored as part of the telemedicine session;

documents shared between conference participants are encrypted using AES-256 encryption and deleted either when downloaded by the recipient or when the appointment is closed;

telemedicine sessions are ordinarily streamed directly between the two participating endpoints rather than relayed, although sessions involving three or more participants may be relayed;

no Customer or other data is stored outside Intrahealth's control as part of the applicable telemedicine functionality;

an email or SMS communication may be required to send an access link;

session quality cannot be guaranteed because it depends on numerous network, device and environmental factors; and

any required Customer-network configuration is the Customer's responsibility.

9.5 eFax

The eFax Module enables fax transmission directly from supported areas of the Services, including supported letters, prescriptions, requisitions and forms.

Unless otherwise agreed:

a compatible version and appropriate configuration are required;

outgoing fax history will be maintained within the applicable Service for review and action;

incoming faxes may continue to be managed through the Scan Processor Module;

eFax is not available in all jurisdictions; and

any required Customer-network configuration is the Customer's responsibility.

9.6 eSignature

The eSignature Module permits electronic signing of supported documents using on-screen functionality or a supported signature device.

Unless otherwise agreed:

a compatible version and appropriate configuration are required;

supported hardware includes applicable Topaz Signature Pads, including recommended models T-S460, T-L(BK)460 and T-L(BK)462;

use of supported Topaz hardware requires the applicable Windows desktop application; and

any required Customer-network configuration is the Customer's responsibility.

9.7 Speech and Language Technologies

Where speech or language technologies are provided to support entry of clinical notes or dictation:

technologies based on Microsoft Cognitive Services are subject to the capabilities and limitations of the applicable Microsoft service; and

the Customer and its Authorized Users are responsible for reviewing and verifying the accuracy and appropriateness of generated output before relying on it.

10. Liability and Indemnity

10.1 Limitation of Liability

Except for liability that cannot lawfully be limited or excluded:

Intrahealth is not liable for loss of revenue, profit, goodwill, reputation, earnings, customers, anticipated savings, data or other financial or economic benefit arising from or in connection with the Customer's or Authorized Users' use of the Services;

Intrahealth's liability for loss or corruption of Customer Data is limited to taking reasonable steps to recover the affected Customer Data from available backups; and

Intrahealth's total aggregate liability arising under or in connection with the Customer's subscription, the Services or the Agreement is limited to the total Fees paid by the Customer to Intrahealth under the applicable subscription during the twelve (12) months immediately preceding the event giving rise to the claim.

10.2 Customer Indemnity

The Customer will indemnify Intrahealth against losses, costs, expenses, demands and liabilities, including reasonable legal and debt-recovery costs, incurred by Intrahealth arising from or in connection with a third-party claim relating to the Customer's use of the Services.

This indemnity will not apply to the extent that the applicable claim results from an act or omission of Intrahealth.

11. Intellectual Property

11.1 Intrahealth Intellectual Property

Intrahealth or its licensors owns all rights, title and interest, including intellectual property rights, in and to the Services, including applicable software, source code, system functionality and content.

The Customer must not take any action that unlawfully interferes with those rights.

Intrahealth represents that it has obtained the permissions, licences and rights required from applicable third parties to provide, market and license the Services to the Customer.

11.2 Customer Intellectual Property and Data

The Customer retains ownership of Customer Data and intellectual property rights in data input, uploaded or developed by or on behalf of the Customer within the Services.

Intrahealth will not knowingly interfere with those ownership rights except as necessary to provide the Services or exercise rights under the Agreement.

12. Confidentiality

Each party must take reasonable steps to protect confidential information received from the other party and must not disclose that information except:

as reasonably necessary to perform its obligations under the Agreement;

with the other party's authorization; or

where disclosure is required by applicable law, court order or regulatory authority.

Where legally required, Intrahealth may disclose Customer confidential information to the applicable regulatory or governmental authority.

13. Dispute Resolution

The parties will use reasonable efforts to resolve disputes cooperatively.

The Customer should initially raise Service-related issues through Intrahealth's support process.

Where the support team is unable to resolve a dispute, the matter will be escalated to an appropriate senior manager for further discussion and attempted resolution.

14. Termination

14.1 Termination for Breach

In addition to any other termination rights contained in the Agreement, either party may terminate the applicable subscription if the other party:

materially breaches the Agreement; and

fails to remedy that breach within thirty (30) days after receiving formal written notice requiring the breach to be remedied.

14.2 Consequences of Termination

When a subscription terminates or expires, the Customer must:

stop using the terminated Services;

remove or delete copies of Intrahealth software from systems controlled by the Customer or its Authorized Users where applicable;

pay all Fees and other charges accrued to the effective termination date; and

where Intrahealth terminates for an uncured breach by the Customer, pay the monthly subscription charges that would otherwise have become payable for the remaining balance of the applicable term.

The parties agree that the amount described above represents a genuine pre-estimate of liquidated damages and not a penalty.

14.3 Customer Data Following Termination

Intrahealth will work with the Customer to transfer applicable Customer Data in accordance with the Agreement.

If Intrahealth does not receive instructions concerning Customer Data by termination of the subscription, or reasonable requests for instructions remain unanswered, Intrahealth may permanently delete the applicable Customer Data after a reasonable period, subject to applicable legal obligations.

Unless otherwise agreed in writing, continued use of the Services after termination will be invoiced at Intrahealth's full applicable rate for such use.

15. Data Extraction

During an active subscription, upon termination, or in connection with the winding up of Intrahealth, the Customer or an Authorized User may request extraction of Customer Data.

Subject to applicable technical capabilities, Intrahealth may, at the Customer's request and cost:

print applicable data to PDF;

generate applicable data as PDF files;

generate applicable data in Intrahealth's portable JFA format; or

generate the applicable data using a supported jurisdictional export process.

Certain data-extraction functionality may also be available directly to Authorized Users.

The Customer acknowledges that migration or conversion of data between systems or formats may result in some loss of formatting, functionality or fidelity.

16. General Terms

16.1 Changes to These Terms

Intrahealth may amend these Terms or other generally applicable service terms from time to time.

An amendment will take effect on the effective date identified by Intrahealth.

Intrahealth will provide notice of material amendments before they take effect.

Continued use of the Services after an amendment becomes effective constitutes acceptance of the amended Terms, subject to applicable law and any contrary provisions of the Subscription Agreement.

16.2 Order of Precedence

If there is an inconsistency between documents forming part of the Agreement, the documents will, unless expressly agreed otherwise, apply in the following descending order of precedence:

the Subscription Agreement;

these Terms;

the applicable Service Request or SOW; and

applicable third-party terms.

16.3 Business Use and Consumer Laws

The Customer acquires the Services for business purposes.

To the maximum extent permitted by applicable law, consumer-protection laws intended solely for consumer transactions will not apply to the Agreement.

Any statutory warranty, guarantee or other right that cannot legally be excluded or limited will continue to apply, including applicable rights under the Consumer Guarantees Act 1993 in New Zealand.

16.4 Force Majeure

Neither Intrahealth nor its third-party service providers will be liable for failure or delay in providing the Services to the extent caused by circumstances outside their reasonable control.

16.5 Notices and Communications

Where the Agreement requires the Customer to give Intrahealth notice or make a formal request, the Customer must send the communication to the email address specified in the Subscription Agreement or otherwise designated by Intrahealth for contractual notices.

Intrahealth may provide notices to the Customer using the contact information contained in the Subscription Agreement.

Intrahealth may also communicate operational notices and updates through its website or through notifications within the Services.

16.6 Electronic Messages

The Customer consents, on behalf of itself and its Authorized Users to the extent permitted by applicable law, to receiving electronic communications from Intrahealth and applicable third-party partners concerning the Services.

16.7 Assignment

The Customer may not assign the Subscription Agreement or any rights or obligations under the Agreement without Intrahealth's prior written consent.

Intrahealth will not unreasonably withhold such consent.

16.8 Relationship of the Parties

The relationship between the parties is that of independent supplier and customer.

Nothing in the Agreement creates a partnership, agency, employment relationship or joint venture between the parties.

Neither party has authority to bind the other except as expressly agreed.

16.9 Waiver

A failure or delay by either party to exercise a right or remedy under the Agreement does not constitute a waiver of that right or remedy.

16.10 Severability

If a provision of the Agreement is determined to be invalid or unenforceable, that provision will be severed or applied only to the maximum extent enforceable.

The remaining provisions will continue in full force and effect.

16.11 Cumulative Remedies

Rights and remedies under the Agreement are cumulative and do not exclude other rights or remedies available at law.

16.12 Governing Law

Unless otherwise stated in the Subscription Agreement, the Agreement and the Customer's subscription are governed by the laws of British Columbia, Canada.

The parties submit to the non-exclusive jurisdiction of the courts of British Columbia, Canada.

17. Additional Terms for EMR Users in New Brunswick

The following additional provisions apply to subscribers using the applicable Intrahealth EMR Solution in New Brunswick.

Part 1 – Personal Health Information

17.1 Protection of Personal Health Information

The Subscriber must comply with, and ensure that its employees, contractors and agents comply with, the Personal Health Information Privacy and Access Act (“PHIPAA”) and all other applicable provincial and federal privacy legislation.

The Subscriber, in its capacity as custodian, appoints Intrahealth as an information manager for purposes of providing the Services.

The Subscriber agrees to provide Intrahealth with any consent required to permit Intrahealth to share information concerning the Subscriber's subscription to the EMR Solution with OntarioMD.

Intrahealth will protect data in accordance with applicable privacy legislation and regulations, including PHIPAA, and will comply with applicable medical-record requirements of the College of Physicians and Surgeons of New Brunswick.

Part 2 – Data Sharing Through Intrahealth

17.2 Additional Definitions

For purposes of this Part 2:

“Data Sharing Agreement” has the meaning given in Section 17.3.

“Electronic Health Record” or “EHR” means the information system owned and managed by, and in the custody or control of, the New Brunswick Department of Health (“DOH”), designated under the EHR Designation as an information network pursuant to section 37(6)(c)(iii) of PHIPAA.

“EMR Solution” means the computerized system operated by Intrahealth, installed in physician offices and connected with the EHR infrastructure, enabling healthcare providers to view available clinically relevant data through a single viewer and to electronically store, retrieve and manipulate clinical information.

“Integration Point” means the technology implemented, maintained and housed by DOH to enable two-way integration of the EMR Solution with the EHR.

“Recipient” means:

in relation to Shared EMR Solution Data, DOH; and

in relation to Shared EHR Data, the Subscriber.

“Shared EHR Data” means the EHR data elements described in Part B of Schedule C and shared with healthcare providers under this Agreement.

“Shared EMR Solution Data” means the EMR data elements identified in Part A of Schedule C and shared with DOH under this Agreement.

“Shared PHI” means:

in relation to the Subscriber as Recipient, Shared EHR Data; and

in relation to DOH as Recipient, Shared EMR Solution Data.

17.3 Data Sharing Agreement

The parties acknowledge that, as part of the New Brunswick EMR program, the New Brunswick Department of Health and the New Brunswick Medical Society have entered into an agreement governing the electronic exchange of specified data elements between the EHR and the EMR Solution (the “Data Sharing Agreement”).

To enable that exchange in relation to the Subscriber's patients and the EMR Solution, the parties will comply with this Part 2 to the extent permitted by applicable law and the Subscriber's professional obligations.

17.4 Transfer of Shared EMR Solution Data

The Subscriber acknowledges and agrees that the EMR Solution will permit the transfer of Shared EMR Solution Data through the Integration Point to the EHR as contemplated by the Data Sharing Agreement.

The Subscriber must not, and must ensure that EMR users do not, take any action intended to prevent or interfere with such transfer where permitted by the operation of the EHR and EMR Solution.

17.5 Transfer of Shared EHR Data

To the extent permitted under the Data Sharing Agreement, Intrahealth will cause the EMR Solution to permit the transfer of Shared EHR Data through the Integration Point to the EMR Solution.

Intrahealth will not take any action intended to prevent or interfere with such access where permitted by the operation of the EHR and EMR Solution.

17.6 Compliance with PHIPAA

The parties acknowledge and agree that:

the collection, use and disclosure of Shared EMR Solution Data contemplated by this Agreement is governed by, and must be undertaken only in accordance with and to the extent permitted by, PHIPAA; and

the collection, use and disclosure of Shared EHR Data contemplated by this Agreement is governed by, and must be undertaken only in accordance with and to the extent permitted by, PHIPAA and the EHR Designation.

17.7 Obligations of Recipients

The Subscriber, when acting as a Recipient, must comply with this Section.

Intrahealth represents and warrants to the Subscriber that DOH, when acting as Recipient, has agreed under the Data Sharing Agreement to comply with substantially equivalent obligations.

A Recipient must:

arrange for immediate notification to Intrahealth's Chief Privacy Officer or other accountable person under PHIPAA upon becoming aware of any loss or unauthorized use of Shared PHI and assist the other party in taking steps that party considers necessary to prevent further unauthorized use;

not use Shared PHI for any purpose other than a purpose expressly permitted under this Agreement and the EHR Designation;

comply with all applicable legal requirements concerning Shared PHI, including PHIPAA, the Right to Information and Protection of Privacy Act (New Brunswick), and the Personal Information Protection and Electronic Documents Act (Canada);

ensure that nothing in this Agreement is interpreted in a manner that would contravene or prevent compliance with PHIPAA or other applicable or successor legislation in force in New Brunswick;

maintain compliance with relevant statutory requirements concerning the collection, use and disclosure of Shared PHI under this Agreement;

take reasonable steps in relation to Shared PHI in the Recipient's custody or control to permit individuals to exercise their applicable PHIPAA rights, including rights to examine and request correction of Personal Health Information maintained in the EHR or EMR Solution; and

following termination, continue to protect information received under this Agreement and remain subject to the restrictions on use and disclosure contained in this Part.

17.8 Data Integrity

The parties and their respective agents will take reasonable steps to preserve the integrity of patient data and will use tools and processes supplied by Intrahealth and DOH to resolve identified data-integrity issues.

17.9 Data Centres

Intrahealth will use data centres located in Canada to store and back up data contained within the EMR Solution.

If Intrahealth is required to use a data centre outside Canada or transfer applicable data outside Canada, Intrahealth will promptly notify the Subscriber.

Schedule C – Shared Data Elements

Part A – Shared EMR Solution Data

Patient

Patient Identifier
A unique identifier assigned to the patient or client, such as a Medicare number or chart number.

Patient Identifier Type
The applicable patient or client identifier-type code, such as a New Brunswick Medicare number.

Patient Identifier Assigning Authority
The applicable identifier-assigning-authority code, such as “NB” where Medicare is used.

Date of Birth
The patient's or client's date of birth.

Gender
The applicable patient or client gender code.

Postal/ZIP Code
The patient's or client's residential postal or ZIP code.

Clinician

Clinician Identifier
A unique identifier assigned to the provider, such as a licence or registration number.

Clinician Identifier Type
The applicable type of provider identifier, such as a billing number or CPSNB identifier.

Clinician Last Name
The provider's family name.

Clinician First Name
The provider's given name.

Role
The applicable provider-role code, such as RN for Registered Nurse.

Expertise
The provider's applicable qualifications or specialty code, such as Cardiovascular and Thoracic Surgery.

Clinic

Service Delivery Identifier
The applicable clinic or service-delivery-location code.

Name
The service-delivery-location name.

Postal Code
The postal code of the service-delivery location.

Part B – Shared EHR Data

Office Record Information

EMR/OPOR Applications:

Client Registry

Provider Index

Electronic Health Record (EHR)

Purpose for Disclosure:
As stated in the applicable EHR Designation document.

Billing Information

EMR/OPOR Application:

Medicare Claims

Purpose for Disclosure:
Physician payment.

Master Patient Index

EMR/OPOR Application:

Patient health-information mapping

Purpose for Disclosure:
Integration and association of patient information with the correct patient.

Laboratory and Diagnostic Imaging Information

EMR/OPOR Applications:

DOH Repository

Lab Values Repository

Purpose for Disclosure:
To enable appropriate access to patient records.

E-Prescribing

EMR/OPOR Application:

Medigent Portal

Purpose for Disclosure:
Prescription-drug dispensing.