TERMS AND CONDITIONS

1. Recitals
   a) PSL operates a secure, open, independent, business-to-business, Internet-based, e-commerce trading exchange built expressly for pharmacy and provides various services relating to that marketplace and value-added e-commerce applications.
   b) Customer wishes to obtain the Services from PSL.
   c) PSL and Customer agree that the Services will be provided, and Customer's participation in and use of PSLnet will be, on the terms of this Agreement.
2. Term
   2.1 This Agreement will commence upon acceptance by both parties in accordance with the acceptance clause on the face page and will continue for the Minimum Period as set out in the Schedule.
3. Scope and Structure
   3.1 This Agreement sets out the governing terms and conditions of PSL's provision of the Services to Customer (including Customer's access to, and use of PSLnet), and incorporates the Participation Rules.
   3.2 The Participation Rules will be posted by PSL on the PSL website. PSL and Customer will comply with the Participation Rules in using or making available the Services or PSLnet.
   3.3 PSL is not a party to, third party beneficiary of, or guarantor of performance with respect to any Supply Agreement except to the extent it is buying or selling Product for its own internal use.
4. Non-exclusivity
   4.1 Nothing in this Agreement prevents Customer from buying or selling Product, participating in collective acquisitions or entering into any other commercial transaction independently of PSL or PSLnet or obtaining services the same as, or substantially similar to, the Services from a third party.
5. 5 Acknowledgment
   5.1 Customer acknowledges and agrees that:
     a) Unless otherwise specified, PSL has no responsibility for the terms of any Supply Agreement or the performance of any Supply Agreement entered into by Customer (including obtaining payment for the Customer from a Buyer for a Transaction); and
     b) Customer is responsible for:
           a. Identifying the Other Customers which it wishes to engage in Transactions (unless otherwise agreed in this Agreement);
           b. The Transactions into which it decides to enter;
           c. Ensuring its own compliance with the law; and
     c) Customer enters into any Transaction after receiving its own advice and considering its own legal position; and
     d) Customer must provide PSL with its Product Information Catalogue as updated from time to time; and
     e) PSL is not liable for any deficiencies in the performance of the Services or any loss incurred by Customer arising as a result of any information supplied by Customer or any Other Customer to PSL being inaccurate, incomplete or late; and
     f) PSLnet will record and store all Transaction Data arising from Customer's use of the Services and PSLnet, including the details and value of Customer's Transactions; and
     g) A Transaction Activity Statement shall be accepted by Customer as a true record of Customer's activity over PSLnet for the period to which the statement relates; and
     h) PSL will calculate the Participation Fee payable by Customer under this Agreement on the value of the Customer's Transactions as recorded by PSLnet and documented in a Transaction Activity Statement; and
     i) PSL takes no responsibility for physical movement of goods. Customer is responsible for movement of all goods ordered from it over PSLnet, and will do so in a timely manner.
6. Representations and Warranties
   6.1 Customer represents and warrants to PSL that in using the Services, it will:
     a) comply with all applicable laws (including the Trade Practices Act 1974 (Cth) and state fair trading legislation);
     b) use the Services strictly in accordance with this Agreement for the purposes contemplated by this Agreement;
     c) provide such information to PSL as is reasonably necessary for PSL to provide or make available the Services and use reasonable endeavours to ensure that this information is accurate and complete and delivered to PSL in a timely manner;
     d) not knowingly sell or buy or attempt to sell or buy any Product that:
           a. Is illegal;
           b. Infringes a third party's rights (including intellectual property rights);
           c. It has no authority to sell or buy; or
           d. PSL classifies on reasonable grounds as inappropriate to be transacted through PSLnet;
     e) not intentionally, recklessly or negligently interfere with Other Customers' use of the Services (including use of PSLnet).
   6.2 PSL represents and warrants to Customer that in operating PSLnet and providing the Services, it will:
     a) comply with all applicable laws (including the Trade Practices Act 1974 (Cth) and state fair trading legislation);
     b) perform the Services with reasonable care and skill and in accordance with any applicable standards.
7. Disclaimer
   7.1 Except for the express terms of this Agreement and any Prescribed Terms, PSL makes no warranties with respect to its performance of the Services and expressly excludes all conditions, warranties and terms which would otherwise be implied by law, conduct or otherwise into this Agreement. To the extent permitted by law, PSL limits its liability for a breach of any Prescribed Terms at its option to the repair or re-supply of the relevant goods or services, or payment of the costs of repair or re-supply of the relevant goods or services.
8. Fees, Invoicing and Payment Terms
   8.1 PSL will issue receipted Invoices to Customer for the Fees set out in the Schedule. Such issue may be by hard copy, electronic copy, posting, or such other means as chosen by PSL and shall contain the requirements of a Tax Invoice.
   8.2 Payment of Monthly Licence Fee must be made by agreed bank account direct debit authority.
   8.3 Payment of Participation Fee must be within 7 days after service by PSL of a Participation Fee Invoice and Transaction Activity Statement and by the agreed electronic payment method.
   8.4 Customer acknowledges and agrees that Fees are not refundable except as provided for under clause 19.2.
   8.5 Customer agrees to use PSLnet to invoice Customers for Transactions.
9. GST
   9.1 The Monthly Licence Fee set out in the Schedule in the Trading Supplier/Pharmacy Agreement includes an amount for GST payable by PSL for the provision of the Services, calculated at the rate of GST applying as at the date hereof.
   9.2 If at any time the rate of GST increases or decreases from that applying as at the date hereof thereby causing an increase or decrease in the GST payable by PSL then the Monthly Licence Fee shall be adjusted to take account of such increase or decrease. Customer agrees to provide an amended direct debit authority to cover such change.
   9.3 The Participation Fee is the percentage (%) shown in the Schedule of the value of Transactions entered into by Customer over PSLnet, plus GST at the rate applicable at the time the Participation Fee is invoiced to Customer.
10. Limitation of Liability
    10.1 Notwithstanding any other provision of this Agreement, to the maximum extent permitted by law:
      a) in no circumstances will either party be liable to the other for any indirect or consequential loss, damage, liability, costs or expenses (including loss of profits, transaction losses, opportunity costs, interruption of business, loss of use, loss of goodwill, or loss or corruption of data) arising out of or in connection with this Agreement, whether such liability arises under contract, tort (including negligence), law or otherwise; and
      b) PSL's total aggregate liability to Customer under or in connection with this Agreement for all loss, damage, liability, costs or expenses of a kind not excluded by paragraph (a), whether arising under contract, tort (including negligence), law or otherwise is limited to an amount not exceeding the Fees paid by Customer during the 12 months prior to the date on which the claim arose less any amount previously paid by PSL to Customer in relation to a claim under this Agreement.
    10.2 Clause 10.1 b) does not limit in any respect Customer's obligation to pay the Fees.
11. Indemnity
    11.1 Customer indemnifies PSL against all liability, loss, damage, costs and expenses (including legal expenses) ("Loss") suffered or incurred by PSL as a result of or in connection with:
      a) Any breach by Customer (or its Authorised Users) of this Agreement or any third party license to Customer related to this Agreement; and
      b) Any claim against PSL by a third party caused by Customer's use of the Services, except to the extent the relevant Loss is attributable to a breach of this Agreement by PSL or a negligent act or omission of PSL. PSL Intellectual Property
    12.1 Customer acknowledges that as between Customer and PSL, PSL owns all Intellectual Property (other than the Customer Intellectual Property or any Third Party Intellectual Property) subsisting within PSLnet (including the design of PSLnet) or subsisting in any content or material created, or made available, by PSL in the provision of the Services ("PSL Intellectual Property").
    12.2 PSL grants Customer a royalty free, non-exclusive, non-transferable licence to use the PSL Intellectual Property and the Third Party Intellectual Property to the extent necessary for it to use the Services (including PSLnet) in accordance with this Agreement. Customer is expressly prohibited from using the PSL Intellectual Property for any other purpose.
    12.3 Apart from any incidental use arising as a result of Customer's exercise of the licence contained in clause 12.2, Customer must not use the name, logo or associated trade marks of PSL without the express written approval of PSL (which approval may be given on such conditions as PSL thinks fit including the condition that Customer will comply with PSL's trade mark guidelines).
    12.4 Other than as provided in this clause, nothing in this Agreement gives Customer any right, title or interest in or to the PSL Intellectual Property.
12. Customer Intellectual Property
    13.1 PSL acknowledges that as between PSL and Customer, Customer owns all Intellectual Property (other than Third Party Intellectual Property) subsisting in its Product Information, Catalogue and in any other content or material created, or made available, by Customer for the purpose of obtaining or utilising the Services ("Customer Intellectual Property").
    13.2 Unless otherwise specified and subject to clause 13.3, Customer grants PSL a non-transferable, royalty-free, non-exclusive, licence to use, adapt, distribute, reproduce (including making back-up copies), transmit and display the Customer Intellectual Property and, subject to clause 15, sublicense others to do so only for the purposes of and to the extent necessary to provide the Services in accordance with this Agreement.
    13.3 Customer agrees that PSL may extract information of a generic nature (i.e. information which does not specifically refer to Customer or Other Customer to a Transaction or which may directly or indirectly identify Customer or Other Customer to a Transaction) from the Customer Intellectual Property or Customer Confidential Information and that PSL is free to use, reproduce, adapt and sub-license such information for PSL's internal and Commercial Purposes.
    13.4 Subject to clause 24, apart from any incidental use arising as a result of PSL's exercise of the licence contained in clause 13.2, PSL may not use the logo or associated trade marks of Customer without the express written approval of Customer (which approval will not be unreasonably delayed or withheld but may be given on such conditions as Customer deems reasonably necessary including the condition that PSL will comply with Customer's trade mark guidelines).
    13.5 Other than as provided in this clause and clause 24, nothing in this Agreement gives PSL any right, title or interest in or to the Customer Intellectual Property.
13. Intellectual Property Indemnity
    14.1 Each party ("Indemnifying Party") respectively indemnifies the other ("Indemnified Party") against all liability, loss, costs or expenses (including legal expenses) which may be incurred by the Indemnified Party to the extent it arose out of or in connection with a claim brought by a third party alleging that the Third Party Intellectual Property (other than a patent in connection with a business process or method) is infringed by:
      a) Where the Indemnified Party is Customer, Customer obtaining the Services or its participation in and use of PSLnet; and
      b) Where the Indemnified Party is PSL, PSL's use of any content or material created, or made available, by Customer, provided that:
            i. The Indemnified Party has not caused the claimed infringement of the Third Party Intellectual Property as a result of it having breached this Agreement; and
            ii. The Indemnified Party promptly notifies the Indemnifying Party of the claim, gives the Indemnifying Party sole control and authority to defend the claim and, at the Indemnifying Party's cost, such reasonable assistance as it may need to defend or settle the claim.
    14.2 The Indemnifying Party must not settle the claim without the Indemnified Party's prior written consent (which will not be unreasonably withheld).
14. Obligation of Confidence
    15.1 Subject to clauses 13.3 and 24, each party ("Recipient") must keep the Confidential Information of the other party ("Discloser") confidential, safe and secure and not disclose it to any person other than:
      a) The Recipient's agents, advisers, contractors, Related Bodies Corporate, and personnel ("Representatives") who have a need to know for the purposes of performing or managing the performance of the Recipient's obligations under this Agreement provided they:
            i. Are made aware of the confidential nature of the Confidential Information; and
            ii. Undertake to keep the Confidential Information confidential, prior to obtaining access to the Confidential Information; or
      b) Where required to do so by law, or by the listing rules of any stock exchange on which its securities are listed or quoted provided the Recipient (where it is possible to do so) provides the Discloser with reasonable notice prior to such disclosure.
    15.2 The Recipient:
      a) Must use (and ensure that its Representatives use) the Confidential Information solely for the purpose of using or operating PSLnet or providing or obtaining the Services in accordance with this Agreement;
      b) Must take all reasonable steps to protect the Confidential Information and keep it secure from unauthorised persons (and ensure its Representatives do likewise);
      c) Is responsible for any breach by its Representatives of confidentiality obligations contained in this Agreement;
      d) Must immediately notify the Discloser if it becomes aware of a breach or possible breach of this clause;
      e) Must reasonably cooperate with Discloser in any action it takes to protect the Confidential Information; and
      f) Must, if requested by the Discloser, at any time or upon termination of this Agreement (in whole or in part) return to the Discloser or destroy (and provide a certificate evidencing such destruction) all material forms in which the Confidential Information is embodied.
    15.3 Confidential Information does not include any information that is:
      a) Public knowledge at the time it is supplied to Recipient, or becomes public knowledge subsequently other than through breach of an obligation of confidence;
      b) In Recipient's lawful possession prior to it being supplied to Recipient; or
      c) Independently developed by Recipient.15.4 In particular, without limitation on the foregoing, PSL undertakes to keep confidential in the manner set out above all Transaction Data recorded and stored by PSLnet.
15. Termination for Convenience
    After the Minimum Period for services set out in the Schedule Customer may terminate this Agreement on 30 days' written notice to PSL.
16. Termination and Suspension by PSL
    17.1 Unless otherwise specified, PSL may in its absolute discretion terminate this Agreement in whole or in part or suspend its provision of all or any part of the Services on 7 days notice to Customer for the following reasons:
      a) Lack of cooperation and commitment from Customer and Other Customers; or
      b) Lack of interest in using PSLnet.17.2 PSL may terminate this Agreement and cease its provision of the Services or may suspend its provision of the Services without notice where Customer fails to pay the Fees in accordance with the Trading Supplier Agreement or Trading Pharmacy Agreement.
17. Termination for Cause
    18.1 Either party may terminate this Agreement immediately by written notice to the other party if:
      a) The other party is in material breach of this Agreement and, if capable of remedy, has failed to remedy such breach within 20 days of receiving notice to do so; or
      b) The other party becomes insolvent, has a receiver or receiver and manager appointed, enters into liquidation, provisional liquidation or administration, is subject to an arrangement with its creditors, fails to comply with a statutory demand, is otherwise unable to pay its debts when they fall due or something having a similar effect to the foregoing happens in connection with the party.
18. Consequences of Termination
    19.1 Upon termination of this Agreement:
      a) PSL will revoke all access means to PSLnet (including the Customer ID and Password) and will provide direction to Customer on disengaging from PSLnet; and
      b) Customer will cease to use PSLnet and return all material the property of PSL; and
      c) PSL will upon request from Customer cease to use the Customer Intellectual Property and the Customer Confidential Information and return or destroy (and provide a certificate evidencing such destruction) all material the property of Customer.
    19.2 Where this Agreement is terminated pursuant to clause 16, 17 or 18 Fees will be payable by Customer up to the date of termination. Where PSL has terminated this Agreement under clause 18, PSL will refund Fees paid by Customer for Services not provided to Customer.
    19.3 Where this Agreement has been:
      a) Terminated by Customer under clause 16; or
      b) Terminated by PSL under clause 17 or 18, PSL may require Customer to pay any relevant Fees and any reasonable direct costs or expenses incurred by PSL as a result of the termination. PSL will endeavour to mitigate such costs and expenses.
19. Survival of Terms
    Clauses 6, 7, 9, 10, 11, 14, 15, 16 and this clause survive termination of this Agreement.
20. No Partnership
    Nothing contained or implied in this Agreement constitutes a party the partner, agent or joint venturer of the other. The relationship of the parties is that between independent contractors.
21. Assignment
    Customer may not assign this Agreement in whole or in part or delegate or sublicense its rights under this Agreement (other than to Authorised Users) without the prior written consent of PSL (which will not be unreasonably withheld). PSL may assign or novate this Agreement in whole or in part or sublicense its rights and obligations under this Agreement at any time with 30 days notice to Customer. PSL may assign or novate this Agreement in whole or in part to a Related Body Corporate without consent of the Customer.
22. Entire Agreement
    This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.
23. Publicity
    24.1 Customer may not make press or other announcements or releases relating to this Agreement and the transactions effected through PSLnet without the prior written approval of PSL as to the content, form and manner of the announcement or release.
    24.2 Where Customer is required by law to disclose, such as under the continuous disclosure regime under the Corporations Law, clause 24.1 applies to the extent permitted by law and PSL will treat such communication as confidential.
    24.3 PSL may promote the fact that Customer is a customer of PSLnet and uses the Services. PSL will provide Customer with at least 3 working days notice of its intention to make press or other announcements or releases relating to this Agreement and the Customer's participation in PSLnet and Customer agrees not to unreasonably delay or withhold its prior written approval to PSL as to the content, form and manner of the announcement or release. PSL may promote the fact that Customer is a customer of PSLnet and uses the Services.
    24.4 With the prior written approval of Customer, Customer licenses PSL to use Customer's trade marks strictly in accordance with Customer's trade mark policies and requirements as notified by Customer to PSL, as part of such promotion.
24. Force Majeure
    25.1 An obligation of a party under this Agreement (other than an obligation to pay an Invoice) will be suspended during the time and to the extent that the party is prevented from or delayed in complying with that obligation by an event of Force Majeure.
    25.2 A party affected by an event of Force Majeure must:
      a) Give to the other party prompt notice of the particulars of the event of Force Majeure; and
      b) Use reasonable diligence to mitigate and remove the event of Force Majeure (except a party will not be obliged to settle a strike, lockout, boycott or other industrial dispute).
25. Governing Law
    This Agreement will be governed by the laws in force in the State of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State.
26. Definitions
    These meanings apply in this Agreement, unless the contrary intention appears:
    Agreement means the face page covering these Terms and Conditions, including the Schedule, these attached Terms and Conditions and the Participation Rules.
    Authorised Users means agents, advisers, contractors or personnel of Customer whom Customer has authorised to use the Customer ID and Password on its behalf.
    Buyer means an Other Customer acting as a buyer or potential buyer of Product;
    Catalogue means formatted data/content that relates to Product Information (other than Volume).
    Commercial Purposes means manipulating the generic data (which does not specifically refer to Customer or which may not be expected to identify Customer) to provide services which include reports, data, and information to Customer, Other Customers and third parties.
    Confidential Information means the PSL Confidential Information and the Customer Confidential Information (as the case may be).
    Customer Confidential Information means any information supplied to PSL by Customer relating to this Agreement (including Prices, Volumes, Product Information and Supply Agreements) which Customer treats, or may reasonably be expected to treat, as confidential.
    Customer ID means the identification code assigned to Customer by PSL.
    Customer Intellectual Property has the meaning set out in clause 13.1.
    Fees mean the fees due to PSL under this Agreement.
    Force Majeure means an act of God; fire, lightning, explosion, flood, subsidence; insurrection or civil disorder or military operations; government or quasi-government restraint, expropriation, prohibition, intervention, direction or embargo; inability or delay in obtaining governmental approvals, consents, permits, licences or authorities; strikes, lockouts, boycotts or other industrial disputes; failures in third party networks (including failures in power or mechanical failure, defects in telecommunication equipment and/or computer viruses); and any other cause, whether similar or not to the foregoing, outside the affected party's reasonable control.
    GST and Tax Invoice have the same meanings as in the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).
    Intellectual Property means all rights conferred under statute, common law and equity in or in relation to inventions (including patents), copyright and neighbouring rights, registered and unregistered designs, logos and get up, circuit layouts, trade marks, know how and includes applications and the right to make applications for all of the above, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.
    Other Customer means a registered customer of PSLnet who has entered into an agreement substantially similar to the terms of this Agreement or other form of agreement approved by PSL (but excludes Customer).
    Other Customer Confidential Information means any information supplied to PSLnet by any Other Customer relating to the use of PSLnet (including Prices, Volume, Product Information and Supply Agreements) which the Other Customer treats, or may reasonably be expected to treat, as confidential.
    Participation Fee Invoice means an invoice issued by PSL to Customer for the Participation Fee based on a Transaction Activity Statement.
    Participation Rules means rules governing mechanical aspects of the use or provision of the Services or PSLnet including rules relating to privacy, posting of information on the PSL website and Customer support.
    Password means the password assigned to Customer by PSL.
    Prescribed Terms means any terms, conditions, or warranties implied by law into contracts for the supply of goods or services that cannot be excluded.
    Price means the price of a Product.Product means goods and/or services that a Seller offers for sale.Product Information means information supplied by Customer or any Other Customer (as the case requires) about a Product such as its identity, Volume and Price.PSL Confidential Information means any information supplied to Customer by PSL relating to this Agreement (whether supplied before, on or after the date of this PSL Contract and including the Customer ID and Password) which PSL treats, or may reasonably be expected to treat, as confidential.PSL Intellectual Property has the meaning set out in clause 12.1.
    PSLnet means the service provided by PSL to run the electronic commerce trading network described in the Schedule.
    Purchase Order (PO) means the order placed over PSLnet by the Buyer on the Seller for the supply of goods under a Supply Agreement.
    Purchase Order Advice (POA) means the advice returned by the Seller to the Buyer over PSLnet to advise on the availability of the goods ordered on a Purchase Order.
    Related Body Corporate has the same meaning as in section 50 of the Corporations Law and includes such other bodies corporate as are accepted by PSL for the purposes of this definition.
    Seller means Customer or Other Customer acting as a seller or potential seller of Product.
    Services means the services PSL may provide or make available to Customer (and Other Customers) under this Agreement.
    Supply Agreement means the terms and conditions applying to the supply of Product as set by the Seller.
    Third Party Intellectual Property means Intellectual Property owned by a third party.
    Transaction means the purchase or sale of Product between Buyers and Sellers that occurs through PSLnet or the carrying of any information between Customer and any Other Customer in an electronic or other form by PSLnet.
    Transaction Activity Statement means a statement of Transaction Data printed by PSL from PSLnet showing Customer's activity over PSLnet for the period to which the statement relates.
    Transaction Data means data created or derived by PSL from the use of PSLnet by PSL, Customer and Other Customers, and includes without limitation POs, POAs, invoices, inventory of invoices, Order Status Checks/Results, Price/Availability Checks/Results, receipts, shipping advices, proof of deliveries.
    Volume means the amount of Product (whether firm or estimated).