1. Background
a. Core Practice Pty Ltd (Core Practice) operates an online dental practice management platform (Platform).
b. You wish to develop an integration between:
i. for Pro Tier Subscribers, the software solution operated by you; and
ii. for Standard Subscribers, the software solution(s) used by you,
(Application) and the Platform, which will enable the Application to interact with the Platform to retrieve information (Integration).
c. Core Practice provides you with the right to integrate the Application with the Platform on the terms and conditions of this agreement.
d. By completing the registration form and ticking acceptance to these terms at the Core Practice development portal available at https://developer.corepractice.io (Core Practice Development Portal), you agree to be bound by these terms in relation to the Core Practice Development Portal.
2. Platform Tools
2.1 Platform Tools access
a. As an authorised integration partner who has signed up to the Core Practice Development Portal, and subject to this agreement, Core Practice grants you a royalty-free, non-exclusive, non-transferable and non-sublicensable right and licence to use the Core Practice Application Programming Interface (API) and all other related tools and information made available to you by Core Practice (Platform Tools) solely to do the following and subject to the restrictions set out in this agreement:
i. develop Integrations for the approved purpose for your subscription level specified on the pricing page (Approved Purpose) in accordance with the integration requirements published by Core Practice;
ii. use an Integration solely for the Approved Purpose;
iii. save to cache and other temporary storage any of the information stored in and retrieved from the Platform (Platform Content) only as necessary to perform an activity permitted under this agreement;
iv. rearrange or reorganise Platform Content within the Application;
v. display Platform Content consistent with this agreement and the Platform Tools usage policy, as updated by Core Practice acting reasonably from time to time; and
vi. use, display or modify Platform Content for the Approved Purpose,
or, in the case of a Standard Subscriber, to engage a third party software developer to assist you to do any of the things listed in this sub-clause 2.1(a)
b. You will receive:
i. if you are a Standard Subscriber, the standard support features published by Core Practice (Standard Support Features); or
ii. if you are a Pro Tier Subscriber, the pro tier support features published by Core Practice (Pro Tier Support Features).
c. Core Practice will provide you with the confidential security keys provided by Core Practice to you for your use of the Platform Tools (Access Keys) that permit you to access the Platform. The Access Keys are the property of Core Practice and may be revoked if:
i. you share them with any third party (other than as allowed under this agreement);
ii. if the Access Keys are compromised;
iii. if you materially violate any term of this agreement; or
iv. if the agreement is expired or terminated.
d. You agree that the form and nature of the Platform Tools that Core Practice provides and Platform may change with reasonable prior notice to you and the future versions may be incompatible with applications developed for use with previous versions of the Platform Tools or Platform.
2.2 Developer obligations
You agree to:
a. only use the Platform Content, Platform Tools, and Integrations for the Approved Purpose;
b. not provide the Platform Content, Platform Tools, or Integrations to any third party without Core Practice's consent;
c. delete all Platform Content when it is no longer required for the purpose for which it was created; and
d. delete the Platform Tools when they are no longer required for the purpose of creating new Integrations.
2.3 Core Practice Obligations
Core Practice agrees to:
a. assist with set up and initial approval and testing;
b. if you are signed up to the standard package, provide the Standard Support Features; and
c. if you are signed up to the pro tier package, provide the Pro Tier Support Features.
3. Integrations
3.1 API access
a. You agree that you will only use the Integrations in a manner which is both:
i. solely for the Approved Purpose; and
ii. in the case of Pro Tier Subscribers, in accordance with its instructions from the relevant Core Practice customer(s) (Customer(s)),
and which is in accordance with the terms and conditions set out in this agreement.
b. You agree that the rate limits published by Core Practice apply to its use of the Integrations and that Core Practice may restrict your access to the Platform Tools should you exceed these rate limits.
c. If you are a Pro Tier Subscriber, you are responsible for ensuring that you have an agreement in place with each relevant Customer for the use of the Application and the associated Integration that has been approved by Core Practice in accordance with clause 3.3 (Approved Integration), and for any service or access fees associated with the Approved Integration or the Application.
3.2 Marketplace
a. Core Practice operates the integration marketplace on the Platform (Integration Marketplace). If you are a Pro Tier Subscriber, Core Practice will list Approved Integrations on the Integration Marketplace for use by Customers.
b. The Customers may elect to use an Approved Integration listed on the Integration Marketplace. You may then use that Approved Integration in accordance with the Customer's instructions for the Approved Purpose.
3.3 Approved Integrations
a. A Developer:
i. being a Pro Tier Subscriber, must not make an Integration available to any Customers:
A. that is not an Approved Integration; or
B. via any mechanism other than the Integration Marketplace; or
ii. being a Standard Subscriber, must not:
A. make any Integration available to any other Customers; or
B. deploy any Integration to use in production (other than for testing purposes as permitted by this agreement) unless it is an Approved Integration.
b. If you wish to obtain Core Practice's approval in relation to any new Integrations or any proposed material changes to an existing Approved Integration, you must provide Core Practice with:
i. a written request (Integration Request) outlining the nature of the Integration (or changes to the Approved Integration) and how it will interact with the Platform, including all information that Core Practice would reasonably require to test the Integration and a demonstration video of all certification requirements required by Core Practice; and
ii. access to the Application and appropriate test accounts or environments as reasonably required by Core Practice to test the Integration.
c. Within [20 Business Days] after receiving the Integration Request or further information from you, Core Practice must (acting reasonably) review the Integration and give you written notice specifying:
i. that the Integration Request can move to pilot approval process outlined in clause 3.3(e);
ii. that it rejects the Integration Request, and providing reasons as to why the Integration Request is rejected; or
iii. asking you to supply additional information.
d. In determining whether to approve or reject an Integration Request, Core Practice may have regard to any matters it considers relevant (acting reasonably), including:
i. the security and integrity of the Platform and the data proposed to be made available by the Integration;
ii. the potential impact of the Integration on Core Practice's legal or contractual obligations;
iii. the potential impact of the Integration on Core Practice's business; and
iv. any other risk posed to the Platform or Core Practice.
e. Once Core Practice has approved the Integration Request in accordance with clause 3.3(c)(i), the relevant Integration will undergo pilot testing according to the process published by Core Practice. Once pilot testing is successfully completed, the Integration is approved and can be listed in the Integrations Marketplace.
f. Core Practice may, at any time, remove its acceptance of an Integration if (acting reasonably):
i. the Integration poses a potential risk to the security and integrity of the Platform and the data proposed to be made available by the Integration or to Core Practice's legal or contractual obligations; or
ii. you materially change the Integration.
g. You may only materially change an Approved Integration if you receive approval for that change from Core Practice in accordance with this clause.
4. Fees and payment
a. You must pay Core Practice the subscription fees and set up fees (Fees).
b. You can make payment of the Fees by way of credit card payment through a third-party service provider (Payment Gateway Service) subject to the specific terms and conditions under which the Payment Gateway Service is offered to you by that service provider.
c. You acknowledge and agree that where a request for the payment of the Fees is returned or denied, for whatever reason, by your financial institution or the Fees are unpaid by you for any other reason, then you are liable for any reasonable costs, including banking fees and charges, associated with the Fees.
d. You acknowledge and agree that the Fees will increase on 1 January each year by a percentage equal to the annual CPI increase published by the Australian Bureau of Statistics (ABS) for the previous September (rounded to the nearest $5). If the annual CPI increase is negative, then the Fees will remain the same.
e. If you, acting in good faith, dispute your obligation to pay the Fees:
i. you must promptly give Core Practice notice of the dispute, including its reasons;
ii. the parties will follow the procedure in clause 14 to resolve the dispute; and
iii. you must pay the undisputed portion of the Fees.
f. You acknowledge that if you fail to pay any undisputed fees in accordance with this clause 4, Core Practice may do one or more of the following:
i. in respect of a failure to pay the subscription fees by you, suspend availability of an Approved Integration on the Integration Marketplace and/or restrict Customers' ability to use an Approved Integration, after providing you with seven days' notice that a failure to pay any undisputed fees in accordance with this clause 4 will result in suspension of the Approved Integrations;
ii. charge interest at the annual rate of 2% above the prevailing base lending rate quoted by the Commonwealth Bank. Interest will accrue daily from the date payment became overdue, until the undisputed amounts are paid in full; and
iii. charge all reasonable costs or expenses incurred by Core Practice in relation to collection efforts.
5. Data
Integrations allow data and information provided by a Customer, irrespective of if this data and information is Platform Data or was obtained independently by you (Customer Data) to be transferred between the Platform and the Application. Each party agrees that each Customer continues to own its Customer Data and that each party will only collect and use Customer Data in accordance with the relevant Customer's instructions.
6. Intellectual Property
6.1 Intellectual Property
a. Nothing in this agreement transfers ownership of any intellectual property rights in the Platform, Application, the Customer Data, or the other materials owned or used by a party.
b. You grant Core Practice a licence to the Application, Integration, and any of your other material as required for Core Practice:
i. to perform the testing specified in clause 3.3;
ii. to sublicense to each relevant Customer so that they can use an Approved Integration listed in the Marketplace; and
iii. as otherwise reasonably required for the continued support and maintenance of the Platform.
6.2 Branding
a. You grant Core Practice the right to use your trade names, trade marks, service marks, logos, domain names, or other distinctive brand features (Brand) for the purpose of displaying it on an Integration or in the Marketplace.
b. Nothing in this agreement gives you a right to use any of Core Practice's Brand. You agree that you must not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Platform Tools.
7. Privacy and security
7.1 Privacy
a. Each party acknowledges and agrees that the Customer Data may contain personal information and that they will only handle that personal information in accordance with:
i. the instructions of the relevant Customer;
ii. the Privacy Act 1988 (Cth);
iii. the Australian Privacy Principles (apart from APP 1); and
iv. the party's privacy policy.
b. To the extent that any personal information contained in the Customer Data is 'sensitive information' as defined in the Privacy Act 1988 (Cth), each party acknowledges that:
i. consent is required in order to collect, use, and disclose that sensitive information; and
ii. it is responsible for ensuring that it has the requisite consents, via the relevant Customer, for its collection, use, or disclosure of the sensitive information.
7.2 Security
a. You must, and must ensure that all your personnel, implement security measures and other procedures (both logical and physical) to ensure that the Integrations are protected against misuse and loss, and from unauthorised access, modification or disclosure, which must meet industry standards and the Integration Safety Standards.
b. If you become aware of any actual or attempted breach or circumvention of any of your security procedures or measures relating to the Integrations, you must:
i. immediately notify Core Practice, specifying the details of the breach or circumvention;
ii. immediately take all reasonable steps:
A. to protect forensic evidence relating to the breach or the circumvention; and
B. to remedy such breach or circumvention and to prevent the breach or circumvention from recurring;
iii. immediately implement any remedial activities as directed by Core Practice (acting reasonably);
iv. as soon as reasonably practicable, provide to Core Practice full details (using the reporting form specified by Core Practice from time to time) of the breach or circumvention; and
v. to the extent that the actual or attempted breach or circumvention triggers an Incident, comply with clause 7.3.
7.3 Incident Requirements
If there is:
a. a misuse or loss of, interference with, unauthorised access to, modification of, or disclosure of;
b. a breach of this clause 7 relating to; or
c. a complaint or enquiry made by any person (including a government agency) relating to the handling of,
any personal information disclosed by one party to another party (Incident), the recipient party must:
d. give the disclosing party notice specifying the nature of the Incident;
e. provide all information reasonably requested by the disclosing party in relation to the Incident; and
f. do all things reasonably necessary to address, or deal with, the Incident.
8. Monitoring and enforcement
a. You agree that Core Practice may monitor or audit the Integrations or activities relating to your use of the Platform Tools. Audits may include requests for documents and information and visits to your facilities. Your failure to reasonably comply with Core Practice's efforts to audit your compliance with this agreement will constitute a material breach of this agreement.
b. If Core Practice, acting reasonably, believes that you have breached this agreement, Core Practice may take such steps as are reasonable, such as:
i. issuing a warning;
ii. conducting an investigation; or
iii. suspending your access to the Platform Tools.
c. You acknowledge and agree that any act or omission by your customers or users in relation to an Integration amounting to a breach of this agreement will be deemed a breach by you.
9. Availability, security and stability
a. Core Practice makes no guarantees with respect to the availability or uptime of any Platform Tools or the Platform.
b. Core Practice may conduct maintenance on, stop providing, or otherwise modify any of the Platform Tools, subject to providing reasonable notice to you of any such act except in the case of an emergency.
10. Special Conditions
The parties agree:
a. to comply with the Special Conditions (if any) listed in Item 12 of the Reference Schedule; and
b. that the Special Conditions prevail over the body of this agreement to the extent of any inconsistency between them.
11. Term and termination
11.1 Term
This agreement will continue to apply until terminated by either party as set out in clause 11.
11.2 Termination
a. Without limiting this agreement, you may terminate this agreement or remove an Integration from this agreement by:
i. providing Core Practice with [90] days' notice of its intention to terminate or remove an Integration; and
ii. removing the relevant Integrations.
b. Without limiting its other rights under this agreement or at law, Core Practice may suspend your access to the Platform and/or the Platform Tools or terminate this agreement immediately if:
i. you have breached any material provision of the Terms and do not remedy that breach within 30 days after Core Practice providing written notice of the breach;
ii. Core Practice is required to do so by law;
iii. you use the Integrations to upload content that is indecent, offensive, inappropriate, profane, unlawful, or hate speech.
c. Core Practice may also terminate this agreement, in part or in whole, by providing [120] days' prior written notice to you.
d. Any termination of this agreement does not relieve you of your obligation to pay the Fees issued prior to the effective date of termination.
11.3 Force majeure
a. If the performance of an obligation under this agreement is prevented, restricted or affected by Force Majeure for more than 60 days, either party may terminate this agreement without penalty.
b. Force Majeure means a circumstance beyond the reasonable control of a party which results in that party being unable to observe or perform on time an obligation under this agreement. Such circumstances include acts of God, acts of war, acts of public enemies, civil commotion, malicious damage, sabotage and strikes.
12. Disclaimer of warranties
To the fullest extent permitted by law, you acknowledge and agree that:
a. its use of the Platform Tools is at its sole risk and that the Platform Tools are provided 'as is'; and
b. its use of the Platform Tools and Platform Content is at its own discretion and risk.
13. Risk
13.1 Limitation of liability
a. Each party's liability to the other party is limited to the Fees paid or payable under this agreement.
b. To the extent permitted by law, each party and its affiliates, employees, agents, contributors and licensors shall not be liable to the other party for any indirect, incidental, special, consequential or exemplary damages which may be incurred by that party, however caused and under any theory of liability, or for any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
c. Each party's liability to the other party shall be reduced to the extent that the other party caused or contributed to the relevant loss.
13.2 Indemnity
a. You must indemnify and keep indemnified Core Practice, its affiliates, employees, agents, contributors and licensors from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (Loss) incurred, suffered or arising out of or in connection with any material provided by you, including material provided to the Platform via an Integration.
b. Core Practice must indemnify and keep indemnified you, your affiliates, employees, agents, contributors and licensors from and against all Loss incurred, suffered or arising out of or in connection with any claim that the Platform Tools infringe the intellectual property of any third party.
c. No party will have any liability to the other party under an indemnity to the extent that the other party caused or contributed to the Loss.
14. Dispute resolution
14.1 Compulsory
If a party claims that a dispute (Dispute) has arisen under or in connection with the Terms, that party must give written notice of the Dispute (Dispute Notice) to the other party, detailing the nature of the dispute.
14.2 Resolution by parties
On receipt of that Dispute Notice by that other party, the parties must within 14 days of the Dispute Notice endeavour in good faith to meet and use their best endeavours to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
14.3 Mediation
a. If the Dispute is not resolved under clause 14.2 within 7 days (or such other period agreed between the Parties) after the date of the Dispute Notice, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee.
b. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.
c. The mediation will be held in New South Wales, Australia.
d. If 14 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
14.4 Litigation
If the Dispute is not resolved under clause 14.3 within 60 days after the date of the Dispute Notice, either party may commence litigation proceedings.
14.5 Confidential
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
14.6 Parties' Obligations
Pending resolution of any Dispute, the parties must continue to perform their obligations without prejudice to their respective rights and remedies (except where such obligations are the subject of the Dispute).
14.7 Survival
This clause 14 will survive termination of this Agreement.
15. Defamation
Each party acknowledges and agrees that, at no time during the Term or anytime thereafter, shall either of them disparage, denigrate, slander, libel or otherwise defame the other party or its staff, officers, employees, or related bodies corporate.
16. General
16.1 Amendment
Except as otherwise specified in this agreement, this agreement may only be amended in writing signed by all the parties and may not be amended in any other manner.
16.2 Costs generally
Each party will pay its own costs in connection with the negotiation, preparation and execution of this agreement.
16.3 Relationship
a. Except to the extent specified otherwise in this agreement:
i. the relationship between the parties is and will remain that of independent contractors; and
ii. nothing in this agreement constitutes any party as the agent of another party or gives rise to any other form of fiduciary relationship between the parties.
b. Nothing in this agreement constitutes the parties as partners or joint venturers.
16.4 Remedies
a. Except as otherwise specified in this agreement, the rights and remedies provided under this agreement are cumulative and not exclusive of any rights or remedies provided by law or of any other such right or remedy.
b. Any single or partial exercise of any power or right does not preclude any other or further exercise of it or the exercise of any other power or right under this agreement.
c. The rights and obligations of the parties pursuant to this agreement are in addition to and not in derogation of any other right or obligation between the parties under any other agreement or agreement to which they are parties.
16.5 Severance
If any provision of this agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
16.6 Governing law
a. This agreement is governed by the law in force in New South Wales.
b. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the New South Wales Registry of the Federal Court of Australia in respect of all proceedings arising in connection with this agreement.
16.7 Further assurances
Each party must do or cause to be done all acts and things necessary or desirable to give effect to this agreement and refrain from doing all acts and things that could hinder performance by the other party.
16.8 No merger
No right or obligation of any party will merge on completion of any transaction under this agreement. All rights and obligations under this agreement survive the execution and delivery of any transfer or other agreement which implements any transaction under this agreement.
16.9 Counterparts
This agreement may be executed in any number of counterparts and all of those counterparts taken together will be deemed to constitute the same agreement.