Customer Software License Agreement

Terms of Service

1.1 The Customer and Compound Direct enter into and agree to be bound by this agreement upon:

1. the Customer completing and submitting an Order Form to Compound Direct; and
2. Compound Direct accepting and processing the Order Form and notifying the Customer of that acceptance.

1.2 By entering into this agreement, the Customer acknowledges and agrees that:

1. This agreement shall govern not only the provision of the Services (defined below), but also the contractual allocation of rights relating to data generated, derived, or created in connection with the operation and use of the Services; and
2. Compound Direct shall have a right to collect, generate, process, use, and exploit Operational Data in accordance with this agreement and the Privacy Policy.

2.1 Definitions. In this agreement, the following definitions will apply:

In this agreement, unless the context otherwise requires:

1. words denoting any gender include all genders;
2. headings are for convenience only and do not affect interpretation;
3. the singular includes the plural and vice versa;
4. any schedule or annexure attached to this agreement forms part of it;
5. a reference to a party includes its legal personal representatives, successors and permitted assigns;
6. except where specified otherwise herein or in the Order Form, a reference to an amount means that amount in Australian dollars;
7. a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
8. a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
9. unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced by 'including', 'for example' or similar inclusive expressions.
10. a reference to this agreement means this agreement and includes any variation or replacement of this agreement;
11. this agreement must be read together with, and consistently with, the Privacy Policy, which forms part of the contractual framework governing the collection, processing, use, and disclosure of data in connection with the Services;
12. where the interpretation of, or an obligation under, this agreement relates to privacy, confidentiality, or data-protection compliance, the definitions, principles, exclusions, and standards set out in the Privacy Policy shall govern; and
13. nothing in this agreement is to be interpreted as restricting Compound Direct's rights, as described in the Privacy Policy, to create, use, analyze, share, license, or commercialize De-identified Data provided that such data does not constitute Personal Information, Sensitive Information, or Patient Data.

3.1 Compound Direct will provide the Services to the Customer throughout the Term in accordance with the terms set out in this agreement.

3.2 The Customer may request that Compound Direct provide Additional Services from time to time.

3.3 If Compound Direct agrees to provide Additional Services, Compound Direct will provide the Customer with notice of the scope of the Additional Services and of any Additional Fees which Compound Direct notifies are payable in advance.

3.4 The terms of this agreement will apply to any Additional Services, in addition to and subject to any other terms which Compound Direct advises the Customer will apply to the Additional Services.

4.1 The Customer must ensure that the Quotas are not exceeded during the Term.

4.2 The Customer is responsible for allocating Accounts and determining the type of Account (e.g., administrative or general user level access) prior to allocating that Account.

1. The Customer must ensure that all End Users comply with this agreement, the End User Agreement, and the Privacy Policy. The Customer agrees that it shall be responsible for all acts and omissions of its End Users in connection with the use of the Software.

4.3 During the Term, Compound Direct may (but is not obliged to):

1. monitor the use of the Software by the Customer or End Users to assess compliance with this agreement, the End User Agreement, and the Privacy Policy;
2. refuse or cancel an Account at its discretion, where the Customer or End User does not agree to, or fails to comply with the End User Agreement, breaches a term of this agreement, processes data in a manner inconsistent with the Privacy Policy, or otherwise uses the Software in a manner which Compound Direct reasonably believes is inappropriate;
3. monitor compliance with the Quotas and provide feedback on how many Accounts the Customer has allocated at any time;
4. collect Operational Data and process the same into De-identified Data in accordance with the Privacy Policy.

4.4 The Customer may, at any time during the Term, by notice to Compound Direct (including via the Software) increase or decrease the Quotas by changing to a different Nominated Package.

4.5 Any Nominated Package upgrade will take effect immediately and any downgrade will take effect from the commencement of the next Renewal Term.

4.6 Unless it has been deleted, any Account activated by the Customer or its End Users will count towards the User Quota regardless of whether it has become archived, dormant, suspended, restricted or is otherwise unused during the Term.

4.7 The Customer must not, and must ensure that its End Users do not, use the Software to input, upload, store, or process:

1. Patient Data, Sensitive Information, or clinical or health-related information, except to the extent expressly permitted by the Privacy Policy for the limited purpose of providing the Services; or
2. any data that the Customer does not have the lawful right to provide or that would cause Compound Direct to breach applicable privacy or data-protection laws.

5.1 In consideration for the provision of the Services, the Customer must pay to Compound Direct the License Fee.

5.2 If a trial period is specified in the Order Form, the Customer will not be required to pay any License Fee for the duration of that trial period component of the Term.

5.3 In addition to the License Fee, the Customer must pay to Compound Direct any Additional Fees and all Costs.

5.4 Compound Direct will issue tax invoices for the Fees as follows:

1. Compound Direct will issue a tax invoice for the License Fee on the Commencement Date and each Renewal Date;
2. Compound Direct will issue a tax invoice for any Additional Fees and Costs on the date which the relevant Additional Fees and Costs have been incurred, unless Compound Direct advises that the Additional Fees will be payable as an adjustment to the License Fee, in which case they will be invoiced as part of the License Fee accordingly.

5.5 If the Customer upgrades its Nominated Package, a pro-rata calculation of the difference between the License Fee for the Customer's previous Nominated Package and the cost of the upgraded Nominated Package for the remainder of that Term will be treated as an Additional Fee.

5.6 The Customer authorizes Compound Direct to charge the Customer the Fees via the Payment Method on each date which a tax invoice is issued pursuant to clause 4.4 (Payment Date).

5.7 Compound Direct may vary the Payment Date without notice at times to account for:

1. public holidays;
2. variations between the number of days in a month (i.e., to process payment due on the 31st on the 30th for 30-day months);
3. leap years; or
4. to re-attempt charging the Payment Method where a previous attempt has been unsuccessful.

5.8 Compound Direct will seek the Customer’s consent prior to incurring any Costs, other than those outlined in the Order Form.

5.9 Each tax invoice issued by Compound Direct must be paid by the Customer in cleared funds in accordance with the details on the relevant tax invoice.

5.10 In addition to the Fees, the Customer is liable for any bank transfer fees, currency exchange fees, taxes, duties, dishonor fees and any other amounts payable to a third party as a result of the Customer’s payment of the Fees.

5.11 The Customer must pay all Fees without deduction, set off or counterclaim.

5.12 The Customer will not receive any refund or discount to the Fees where the number of Accounts allocated by the Customer or amount of storage or Balances used during the Term is less than the relevant Quota.

5.13 The Fees payable under this agreement relate solely to the provision of the Services to the Customer. The Customer acknowledges that it has no right, title, or interest in, and is not entitled to any rebate, credit, revenue share, royalty, discount, or other consideration arising from or in connection with the creation, use, sharing, licensing, or commercialization by Compound Direct of any De-identified Data.

6.1 Terms in this clause have the same meaning as given to them in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

6.2 Unless otherwise specified in this agreement, all Fees are quoted exclusive of GST.

6.3 Fees incurred in connection with the provision of the Services are generally subject to GST if there is a sufficient connection with Australia. If so, Compound Direct is required to remit GST and Compound Direct will charge the applicable GST in addition to the GST exclusive amount of those Fees.

6.4 Compound Direct will provide the Customer with a Tax Invoice for any Supply which attracts GST.

6.5 If the Customer is located outside Australia or the Services are supplied in a manner that is not connected with Australia for GST purposes, the Customer acknowledges that GST may not apply and that Compound Direct may instead be required to charge, collect, or report other taxes, duties, or levies in accordance with applicable laws.

7.1 Except under this clause 6, the consideration for any supply made under or in connection with this document does not include any forms of Tax.

7.2 If a supply made under or in connection with this document is a supply which attracts Tax, then before the time any part of the consideration for the supply is payable, the Customer must inform Compound Direct of the Tax payable and must at the time any part of the consideration for the supply is payable, the Customer must pay an amount equal to the total Tax for the supply, in addition to and in the same manner as the consideration otherwise payable under this document for that supply.

7.3 If the Customer fails to notify Compound Direct of the Tax, the Customer will be responsible for the Tax and indemnifies Compound Direct from and against any liability arising in connection with the relevant Tax.

7.4 If the Customer is required by law to withhold any amount payable to Compound Direct under this agreement on account of Tax, the Customer must, upon withholding that amount, remit to Compound Direct all documentation Compound Direct requires to claim any foreign tax credit or other credit with respect to the withheld amount.

8.1 The Customer acknowledges that:

1. the Services do not include any supply of medicines, or verification of the accuracy of User Data, and that, as between the parties, the Customer is solely liable for the compounding of medicines and dispensing of any prescriptions to its clients;
2. any information provided by the Customer which is inaccurate, incomplete or which is not provided to Compound Direct within a reasonable time of request, could have a material effect on the Services;
3. Compound Direct is not responsible for verifying the underlying accuracy, truthfulness or completeness of any information provided by the Customer;
4. Compound Direct’s obligation to comply with all laws applicable to Compound Direct and the Services overrides Compound Direct’s obligations to the Customer;
5. User Data generated in connection with the Services will be collected and handled by Compound Direct in accordance with the Privacy Policy;
6. The Customer is solely responsible for ensuring that its use of the Software, and any reliance on outputs generated by the Software, complies with all applicable healthcare, pharmacy, and professional obligations.

8.2 The Customer authorizes Compound Direct and its Personnel to act as the Customer’s agent during the Term where strictly necessary to provide the Services.

8.3 The Customer acknowledges that:

1. Compound Direct may modify and update the Software from time to time for any reason, including but not limited to improving the functionality and appearance of the Software or to create additional features or extensions;
2. Compound Direct will take reasonable steps to advise the Customer in advance of any update that may substantially alter the functionality, reporting capability or general experience of using the Software;
3. The compatibility of the Software and the Dependencies required to access the Software with certain devices may vary over time;
4. with respect to Third Party Content:
   1. Compound Direct is not responsible for any Third-Party Content;
   2. the Customer accesses, uses and relies on Third-Party Content at its own risk;
   3. Compound Direct does not endorse, control, sponsor or approve any Third-Party Content and does not warrant or represent that any Third-Party Content is accurate, complete, reliable, safe to access or otherwise complies with this agreement;
   4. Third Party Content may vary from time to time and access to certain aspects of the Software that is provided by third parties may be restricted if the terms and conditions of that third party are not accepted by the Customer.

8.4 The Customer acknowledges that the availability, performance, and functionality of the Software may be affected by security controls, data-handling safeguards, anonymization processes, aggregation thresholds, or other measures implemented by Compound Direct to comply with the Privacy Policy or applicable law and agrees that such measures do not constitute a failure to provide the Services.

8.5 Nothing in this agreement obliges Compound Direct to maintain backward compatibility, historical reporting formats, or access to any De-identified Data, unless expressly agreed in writing.

9.1 Compound Direct may, from time to time, make publicly accessible components, tools, calculators, and reference utilities available on the Compound Direct Website, including, without limitation, unit conversion calculators, ideal body weight calculators, body surface area calculators, capsule reduction planners, and salt/base conversion references ("Public Components").

9.2 Public Components are not part of the licensed Software platform and are not provided as part of the Services under any Order Form.

1. Public Components are provided for informational and reference purposes only. They do not constitute, and must not be relied upon as, medical advice, or pharmaceutical advice.
2. Compound Direct makes no representation or warranty as to the accuracy, completeness, currency, or suitability of any output generated by Public Components. Users of Public Components must independently verify all calculations and outputs before relying on them in any clinical, professional, or regulatory context.
3. Compound Direct may, at any time and without notice, modify, suspend, or remove any of the Public Components.
4. By accessing or using any of the Public Components, users acknowledge and agree that they do so entirely at their own risk and Compound Direct is not liable for any loss or damage howsoever arising from reliance on any output generated by the Public Components.

10.1 The Customer must:

1. comply with this agreement at all times during the Term;
2. promptly provide Compound Direct with any information requested, where such request is made in connection with the provision of the Services;
3. ensure it does not provide any User Data that would cause Compound Direct to be in breach of any law, including without limitation, the Privacy Act or any applicable data-protection or healthcare-related legislation;
4. ensure that it does not input, upload, store, or otherwise process through the Software any Patient Data, Sensitive Information, or clinical or health-related information, except to the limited extent expressly permitted under the Privacy Policy for the sole purpose of providing the Services;
5. ensure that the End Users do not, use the Services or any part thereof:
   1. to infringe or authorize the infringement of any Intellectual Property Rights or other rights of a third party;
   2. to store or distribute any illegal, or illegally obtained content;
   3. to circumvent any technological protection measure or to store or distribute any content which has been obtained via circumvention of any technological protection measure;
   4. to gain access to any material without the permission of any relevant persons where such permission is required by law;
   5. to conduct illegal transactions;
   6. to circulate content that can damage, disrupt or compromise Compound Direct’s hardware or that of any third party;
   7. in any manner which is in breach of any law whether civil or criminal, including, without limitation, laws related to fraud, cybercrime, sedition, harassment, sexual harassment, defamation, stalking, nuisance or assault;
   8. in a manner intended or likely to create an unusual workload on any of the equipment used in the course of providing the Services; or
   9. in a manner which could adversely affect the provision of the Services or Compound Direct’s ability to provide similar services to others in the course of its business;
6. except where permitted by law, not:
   1. attempt to produce or use any counterfeit copy of the Software or otherwise tamper with the licensing component of the Software;
   2. attempt to reverse engineer, decompile, disassemble or otherwise attempt to derive or access the source code, techniques, processes, algorithms, know-how or any other information (as applicable) from the Software;
   3. modify, create derivatives of or improvements to decompile or otherwise attempt to access or extract the source code of the Software without Compound Direct’s express written permission;
   4. copy, archive, download, reproduce, distribute, sell, syndicate, broadcast, display, perform or otherwise use the Software other than as permitted by this agreement;
7. not, and ensure that the End Users do not, create or circulate User Data that Compound Direct reasonably determines is:
   1. illegal, threatening, defamatory, discriminatory, hateful, obscene, profane, graphically violent or pornographic or which incites violent or dangerous activities;
   2. created or used for a misleading or fraudulent purpose;
8. accept responsibility for the User Data;
9. not sell or attempt to sell or otherwise commercialize the Software;
10. keep secret each username and password used to access the Services;
11. assume full responsibility for any use of an Account by a third party;
12. ensure that all End Users and any other third parties comply with this agreement to the extent it applies to them as a user of the Services;
13. ensure that all End Users comply with the End User Agreement;
14. take all reasonable steps to ensure that all information provided to Compound Direct, including User Data, is true, accurate, complete, up to date and is not misleading;
15. assume responsibility for ensuring compliance with the Quota and providing Compound Direct with evidence of same on request;
16. ensure it has adequate backups of all data to which Compound Direct will have access during the Term;
17. ensure that it promptly updates Compound Direct if any information which it has previously provided to Compound Direct, including its contact details and Payment Method, changes;
18. not deliberately withhold information relevant to the Services or this agreement, from Compound Direct;
19. immediately inform Compound Direct if it becomes aware of any information or change in its circumstances that may:
    1. significantly affect or alter the provision of the Services; or
    2. reasonably be expected to adversely affect Compound Direct’s reputation if Compound Direct continued to provide the Services to the Customer or its End Users;
20. use the Services in accordance with all applicable laws and Compound Direct’s reasonable instructions;
21. accept sole responsibility for ensuring any medicine labels it generates via the Software contain all information required by applicable pharmaceutical dispensing laws and practice guidelines;
22. not remove any proprietary notices or labels from the Software;
23. not use the Software with unsupported equipment, software, configurations or other conflicting services;
24. not do, cause or authorize the doing of anything which may adversely affect or jeopardize the validity of Compound Direct’s Intellectual Property Rights in the Software;
25. not do or say anything harmful to the reputation of Compound Direct, its Personnel and its business or which may lead a person to cease, curtail or alter the terms of its dealings with Compound Direct;
26. promptly inform Compound Direct of any defects in the Software that are found by the Customer or reported by an End User, including but not limited to, exploitable or potentially exploitable security vulnerabilities; and
27. cooperate with Compound Direct in implementing any reasonable technical, organizational, or procedural measures required to ensure compliance with the Privacy Policy, including measures designed to prevent data breach.

11.1 Subject to the terms of this agreement, Compound Direct agrees to provide to the Customer as part of the Services, a limited, non-transferable, non-exclusive license to use the Software during the Term for the Permitted Purpose.

11.2 The Customer must not sub-license its right to use the Software other than to allocate Accounts to End Users, provided that the User Quota is not exceeded at any time.

11.3 Aside from the license granted in clause 10.1, this agreement does not grant the Customer any other rights in the Software or the Compound Direct Content.

11.4 If, at any time during or after the Term, the Customer is in breach of this agreement, Compound Direct may revoke, restrict or suspend the license granted in clause 10.1, and any associated sub-licenses, by notice to the Customer.

11.5 As between the parties, all right, title and interest in the Compound Direct Content is owned and retained by, and vests on creation in, Compound Direct.

11.6 The Customer retains all right, title and interest which it holds in the User Data and grants Compound Direct a perpetual, transferable, irrevocable, non-exclusive, royalty-free, worldwide license to use, modify, reproduce, publish, adapt, display, distribute, and transmit the User Data solely to the extent necessary:

1. to provide, operate, maintain, and support the Services;
2. to improve, develop, and enhance the Software;
3. to generate De-identified Data;
4. for Compound Direct’s internal research, analytics, benchmarking, and data-collection purposes; and
5. to monitor compliance with this agreement and applicable law.

11.7 The Customer grants Compound Direct a non-exclusive, royalty free license during the Term to display the Customer's business name and branding on the Compound Direct Website and associated marketing material solely for the purpose of identifying the Customer as a client of Compound Direct.

11.8 The Customer warrants that it has all the rights, title and authority required to grant Compound Direct the licenses in clauses 10.6 and 10.7.

12.1 Subject to clause 11.3, each party must:

1. keep any Confidential Information of the other party (Discloser Confidential Information) confidential at all times;
2. not use the Discloser Confidential Information other than for the purpose of exercising its rights and performing its obligations under this agreement;
3. only use any Personal Information within the Discloser Confidential Information in accordance with the Privacy Act and the Privacy Policy.

12.2 A party may disclose Discloser Confidential Information:

1. where consent to do so is received from the other party;
2. with respect to Compound Direct, as necessary to carry out the Services or any Additional Services;
3. to its personnel, officers, professional advisers or agents and its related bodies corporate who have a need to know the Discloser Confidential Information and have agreed in writing to maintain confidentiality of the Discloser Confidential Information; or
4. to the extent required by law, regulation, court order, or governmental authority, provided that the disclosing party gives the other party prompt notice and cooperates in seeking protective measures.

13.1 The Customer warrants and represents to Compound Direct, and acknowledges that Compound Direct has entered into this agreement in reliance on, the following:

1. there is no circumstance which would make this document, or any transaction contemplated by it void, voidable or unenforceable;
2. the Customer has read, understood and had the opportunity to obtain independent legal advice in relation to this agreement;
3. the Customer has the power, capacity and authorizations necessary to enter into this agreement;
4. the Customer has had sufficient opportunity to make enquiries, prior to entering into this agreement, to satisfy themselves that the Services are suitable for the Customer’s purposes and objectives;
5. the Customer will not rely on the Services as a substitute for professional judgment, regulatory compliance obligations, or independent verification of outputs generated through the Software; and
6. all User Data supplied by or collected on behalf of the Customer is lawfully collected, used, and disclosed, and may be processed by Compound Direct in accordance with this agreement and the Privacy Policy without breaching any law or third-party rights.

14.1 Compound Direct may suspend or restrict the Services where:

1. the Customer fails to meet any of its obligations under this agreement, including where any payment to Compound Direct is overdue (in addition to any other rights Compound Direct may have);
2. a Delay Event occurs, in which case: i. Compound Direct will not be liable to the Customer, or in breach of its obligations under this agreement where a breach arises due to, or in connection with the Delay Event; ii. any party may terminate the agreement by notice to the other party if the Delay Event subsists continuously for 14 days or more (except where the Customer caused the Delay Event, in which case only Compound Direct may terminate); or
3. the parties otherwise agree in writing to the suspension or restriction;
4. Compound Direct reasonably believes that the Customer’s use of the Services: i. poses a security, privacy, or data-protection risk; ii. may expose Compound Direct to regulatory, reputational, or legal risk; or iii. is inconsistent with the Privacy Policy or applicable law.

14.2 Any suspension or restriction of the Services pursuant to this clause which arises due to an act or omission of the Customer does not suspend the Customer’s payment obligations under this agreement.

14.3 During any period of suspension, Compound Direct may continue to retain, process, and use data in accordance with this agreement and the Privacy Policy, including De-identified Data already generated prior to suspension.

15.1 This agreement commences on the Commencement Date and continues for the Term unless earlier terminated pursuant to this agreement.

15.2 Unless either party provides the other party with notice that it does not wish to renew the term of this agreement at least five (5) days before the end of the Initial Term or any subsequent term (Current Term), this agreement will automatically renew at the end of the Current Term for the same period of time as the Initial Term (Renewed Term).

15.3 Renewal of this agreement does not affect:

1. Compound Direct’s ownership of Compound Direct Content;
2. Compound Direct’s rights to De-identified Data generated during any prior Term; or
3. any license, disclaimer, limitation, or allocation of risk intended to survive termination or expiry.

15.4 The Privacy Policy in effect at the time of renewal will apply to the Renewed Term, as updated from time to time in accordance with its terms.

16.1 If a trial period is specified in the Order Form, either party may terminate this agreement at any time by notice to the other party during the trial period.

16.2 Without limitation to its rights against the Customer, Compound Direct may terminate this agreement immediately if the Customer commits any of the following acts of default:

1. fails to pay any amount payable to Compound Direct under this agreement when due;
2. suffers an Insolvency Event;
3. engages in any act or omission which: i. is illegal or which Compound Direct reasonably considers is unethical; or ii. is likely to damage the reputation of, or result in a Claim against Compound Direct or its Personnel;
4. breaches a term of this agreement or the Privacy Policy that cannot be remedied;
5. breaches a term of this agreement or the Privacy Policy and fails to remedy that breach within 14 days of receiving notice to do so from Compound Direct; or
6. uses the Services in a manner that Compound Direct reasonably believes i. poses a privacy, security, or data protection risk; ii. may expose Compound Direct to regulatory enforcement action; or iii. is inconsistent with the Privacy Policy or law.

16.3 The Customer may terminate this agreement immediately if Compound Direct commits any of the following acts of default:

1. breaches a term of this agreement that cannot be remedied; or
2. breaches a term of this agreement (other than a breach under clause 15.2(a)) and fails to remedy that breach within 14 days of receiving notice to do so from the Customer.

17.1 On and from the effective date of termination of this agreement:

1. Compound Direct will cease providing the Services to the Customer;
2. Compound Direct may withhold and retain possession of any User Data, other information or property it holds of the Customer or End Users until any outstanding Fees are paid to Compound Direct;
3. Compound Direct may issue tax invoices for any Services provided up to the effective date of termination;
4. all outstanding tax invoices issued by Compound Direct become due and payable immediately;
5. the Customer will not be entitled to any refund of any Fees paid unless required by law or Compound Direct agrees otherwise;
6. the Customer consents to Compound Direct providing the Customer’s Personal Information to a credit rating agency where this agreement is terminated for default under clause 15.2(a);
7. subject to clause 16.1(b) and any retention requirement imposed by law, each party must, within 14 days of the effective date of termination of this agreement, deliver up to the other party all of the Confidential Information held, of that other party; and
8. the Customer must cease to use, and deliver up to Compound Direct (or destroy, upon request by Compound Direct), all Compound Direct Content in the possession of the Customer, within 7 days of the effective date of termination of this agreement; and
9. where applicable, Compound Direct will not be required to provide the Customer with any assistance to migrate its User Data from Compound Direct’s servers unless Compound Direct agrees to do so as an Additional Service.

17.2 Termination of this agreement does not affect the accrued rights and remedies of the parties prior to termination.

17.3 Clauses relating to intellectual property, data rights, confidentiality, disclaimers, limitations of liability, and any clause intended to survive termination will survive expiry or termination of this agreement.

18.1 To the maximum extent permitted by law, Compound Direct:

1. does not provide any guarantee or warranty or make any representation with respect to the Services or Software except as expressly set out in this agreement. Specifically, Compound Direct does not guarantee that any calculations produced by the Software will be reliable, accurate or suitable for use in conjunction with compounding any medicines or dispensing any particular prescriptions;
2. disclaims, and the Customer agrees to release Compound Direct, its officers and Personnel from, all liability for any Claim or Loss howsoever arising directly or indirectly in connection with the Services or the Software, including reliance on outputs generated by the Software, except to the extent that a grossly negligent act or omission of Compound Direct directly caused the Claim or Loss to arise.

18.2 The Customer acknowledges that the Services are a software support and workflow tool only and do not constitute medical advice, pharmaceutical advice, or regulatory compliance services.

18.3 Where Compound Direct’s liability under this agreement cannot be fully disclaimed, Compound Direct’s liability for any loss or damage the Customer suffers as a result of the Services or Software (howsoever caused, including by Compound Direct’s negligence), is capped at the total Fees paid by the Customer in the 12 months prior to the Claim arising.

18.4 The cap in clause 16.2 applies to any single or cumulative claims by the Customer, and the Customer agrees that Compound Direct may plead this limitation of liability in defense to any claims the Customer may bring against Compound Direct for any such loss or damage.

18.5 This agreement does not purport to limit any non-waivable rights that the Customer may be entitled to by law.

18.6 Where permitted by law, Compound Direct limits its maximum liability, at Compound Direct’s option, to the supply of the goods or services (as relevant) again or the payment of the cost of having the goods or services supplied again. This limitation only applies to guarantees under the Competition and Consumer Act 2010 (Cth) of Australia.

19.1 The Customer indemnifies and holds harmless Compound Direct, its officers and Personnel from and against any Claim or Loss which Compound Direct suffers or incurs arising directly or indirectly out of, or in connection with any:

1. breach of this agreement or the Privacy Policy by the Customer or an End User;
2. unlawful act or omission of the Customer or an End User;
3. injury, disability or death of any person caused or contributed to by any medicines, drugs or other products compounded by the Customer or an End User;
4. dispensing of prescriptions or provision of pharmaceutical services by the Customer or its End Users;
5. breach of law regulation, professional standard, or regulatory requirement by Compound Direct to the extent the breach was caused or contributed to by an act of omission of the Customer or an End User;
6. act or omission of the Customer or the End Users in connection with the use of the Services;
7. reliance on, use of, or processing by Compound Direct of User Data supplied by or on behalf of the Customer; and
8. allegation that User Data, or the Customer’s use of the Services, infringes the privacy, data-protection, intellectual property, or other rights of any third party.

19.2 The indemnity given by the Customer in clause 18.1 is reduced only to the extent that a grossly negligent act or willful misconduct of Compound Direct directly caused the relevant Claim or Loss.

19.3 The Customer’s indemnity obligations under this clause survive termination or expiry of this agreement.

20.1 The terms of this agreement may be varied:

1. by written agreement between the parties; or
2. by Compound Direct, provided that the Customer: i. receives at least 30 days’ notice of any proposed change to a material term of this agreement; and ii. is given the option to terminate this agreement prior to the change taking effect if Compound Direct advises that it will take effect before the next Renewal Date.

20.2 Notwithstanding clause 19.1, Compound Direct may update or amend the Privacy Policy from time to time in accordance with its terms, and such updates will take effect in accordance with the Privacy Policy without requiring a formal variation of this agreement.

20.3 Continued use of the Services after any variation takes effect constitutes acceptance of the varied terms.

21.1 If a dispute arises in relation to the rights or obligations of the parties under this agreement (other than where a right of termination has arisen), (Dispute), the party raising the Dispute must first give the other party written notice setting out reasonable details of the Dispute (Dispute Notice).

21.2 The parties must use their best endeavors and act in good faith to attempt to resolve the Dispute within 14 days from receipt of the Dispute Notice (Dispute Period).

21.3 The parties must follow the steps set out in this clause prior to initiating legal proceedings or taking action in any other forum in relation to the Dispute.

21.4 Nothing in this clause prevents either party seeking urgent interlocutory relief from a court in relation to any breach or potential breach of an obligation of confidentiality or in relation to any other matter of urgency.

22.1 Notices given under this agreement:

1. must be in writing and in clearly readable English;
2. must be signed by the party giving or making it (or signed on behalf of that party by its authorized representative); and
3. may be delivered to a party by hand, by email, or via the Software of Compound Direct Website to that party’s address or email address as shown in this agreement, the Order Form, the Account profile, or to such other address or person as a party may specify by notice given in accordance with this clause.

22.2 A notice is taken to be duly given and received:

1. if delivered by hand, when delivered; or
2. if delivered by email, when the email leaves the sender’s email server, provided the sender has not received a delivery failure notification; or
3. if delivered via the Software or Compound Direct Website, when the notice is first made available to the Customer’s Account or published in accordance with the Privacy Policy.

22.3 Despite clause 21.2, notices received after 5 pm in the place of receipt or on a non-Business Day are taken to be received at 9 am on the next Business Day.

22.4 The Customer is responsible for ensuring that its contact details (including email addresses and authorized recipients) are accurate and kept up to date. Compound Direct is not responsible for any failure to receive a notice caused by outdated or incorrect contact information.

23.1 Relationship between the parties. Nothing in this agreement will constitute the parties as employer and employee, agent and principal, partners or otherwise. Unless expressly stated otherwise in this agreement, nothing renders a party liable for the acts or omissions of any other party and nothing gives either party the ability to act or incur liability on behalf of the other party.

23.2 Entire agreement. To the extent permitted by law, this agreement, together with the Order Form, the Privacy Policy, the End User Agreement, and any other document to the extent it is expressly incorporated herein, records the entire agreement between the parties in relation to its subject matter. It supersedes all prior contracts, arrangements, understandings or negotiations by, or between, the parties in relation to the subject matter of this agreement (including but not limited to any email correspondence or other informal correspondence between the parties).

23.3 Consent. Except to the extent the context requires otherwise, where an act, right or obligation under this agreement is subject to the consent of a party, it may grant or withhold that consent in its sole discretion and is not required to provide a reason for that grant or withholding.

23.4 Further assurance. Each party must (at its own expense) do all things that any other party reasonably requires of it to give the other party the full benefit of any obligations owed to the other party and expressed in this agreement.

23.5 Survival. Clauses 3.1, 3.1(b)–(c), 4.3, 4.7, 5.13, 10, 11, 15, 16, 17, 18, 19, 20, 21, 22, and any other clause which by its nature is intended to survive, survive termination or expiry of this agreement.

23.6 No waiver. The failure, delay or omission by a party to exercise, or to partially exercise, a right, power or remedy under this agreement does not operate as a waiver of that right, power or remedy. A party which exercises, or partially exercises, a right, power or remedy maintains its right to further exercise the same right, power or remedy or to exercise another right, power or remedy. A party waives a right, power or remedy only by explicitly doing so in a written notice to the other party and the waiver is strictly limited to the matters specified in the notice.

23.7 Non-exclusivity. The parties acknowledge that this agreement does not establish any exclusive relationship between the parties. Each party is free to deal with third parties in respect of any services similar to the services contemplated by this agreement.

23.8 Special Conditions. The Special Conditions form part of the terms of this agreement and prevail to the extent of any inconsistency with any other term.

23.9 Cumulative rights. The rights, powers, authorities, discretions and remedies of a party under this agreement do not exclude any other right, power, authority, discretion or remedy.

23.10 Severability. If any provision of this agreement is determined by a court or other competent tribunal or authority to be illegal, invalid or unenforceable then:

1. where the offending provision can be read down so as to give it a legal, valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result;
2. where the offending provision cannot be read down then that provision must be severed from the agreement in which event, the remaining provisions of this agreement operate as if the severed provision had not been included; and
3. the legality, validity or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction is not affected, but only to the extent that is consistent with giving substantial effect to the intentions of the parties under this agreement.

23.11 Governing Law and Jurisdiction. This agreement is governed by the law of Queensland, Australia. Each party submits to the jurisdiction of the courts in Queensland in connection with matters concerning this agreement. Nothing in this clause limits Compound Direct’s right to seek injunctive or urgent relief in any jurisdiction where misuse of the Software, infringement, data misuse, confidentiality breach, or privacy-related harm is occurring or threatened.

23.12 Assignment by Customer. Unless expressly stated otherwise in this agreement, the Customer must not assign, transfer, novate, dispose of, declare a trust over or otherwise create an interest in its rights under this agreement without the prior written consent of Compound Direct.

23.13 Assignment by Compound Direct. Compound Direct may assign, transfer, novate, dispose of, declare a trust over or otherwise create an interest in its rights (or any part thereof) under this agreement at any time and the Customer hereby consents to Compound Direct transferring, disclosing or otherwise dealing with the Customer and its End User’s Personal Information and User Data for the purpose of effecting the assignment, novation or other transfer of rights under this clause.

23.14 Sub-Contracting. Compound Direct may, from time to time, sub-contract any part of its obligations under this agreement to third parties at its own expense. The Customer acknowledges that Compound Direct may engage third-party hosting providers, analytics providers, security providers, and other service providers (including outside Australia) to support the Services, provided that any processing of Personal Information is handled in accordance with the Privacy Policy.

23.15 No implied rights. Except as expressly set out in this agreement, no rights, title, or interests are granted by either party to the other by implication, estoppel, or otherwise, including in relation to Compound Direct Content or any derived analytics, benchmarks, or datasets.

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