EpiSoft End User Terms & Conditions
You or Your means the registered End User of EpiSoft. EpiSoft means EpiSoft Pty Ltd ABN 13 116 962 657. EpiSoft System means software developed and owned by EpiSoft
Order Form means a quote, invoice or similar document listing the fees payable for Your access to the EpiSoft System.
Licensing Agreement means an executed legal document outlining Your organisation’s terms and conditions of access to the EpiSoft System.
1 Grant of License
1.1 EpiSoft grants You a non-transferable, non-exclusive licence to use the EpiSoft System in accordance with these Terms & Conditions for the period of time (Term) and for the Permitted Purpose indicated on the EpiSoft Order Form or Licensing Agreement, whichever is applicable
1.2 You must only use the EpiSoft System for the Permitted Purpose.
1.3 The Term of your access will be governed by the applicable Order Form or Licensing Agreement.
2.1 You will not access the source code or modify the operation or function of the EpiSoft System nor share access details with any other individual, unless otherwise permitted by the Agreement. You will not to reverse engineer, decompile, decode, decrypt or disassemble the EpiSoft System or derive any source code from the EpiSoft System, or permit other parties to do the same.
2.2 You will not copy, reproduce or adapt the EpiSoft System or any part of the EpiSoft System or any written materials provided to You by EpiSoft without first obtaining written permission from EpiSoft. You will not probe, scan, test the vulnerability of, or circumvent any security mechanisms used by the sites, servers or networks connected to the EpiSoft System without prior written approval from EpiSoft.
2.3 If Your access to the EpiSoft System includes third party content such as validated collection instruments, clinical guidelines, knowledge bases and the like, your access and obligations to the copyright owners of this third party content will be stipulated in the Order Form or Licensing Agreement.
2.4 You agree to pay EpiSoft the fees stipulated on the Order Form or LIcensing Agreement, whichever is applicable.
3 Removal or Suspension of EpiSoft System
3.1 EpiSoft may remove or disable Your access to the EpiSoft System at any time without notice if the Term has expired or You breach these Terms & Conditions or the terms of the Order Form or Licensing Agreement, whichever is applicable.
3.2 A breach of these Terms & Conditions includes but is not limited to, sharing the EpiSoft System with unauthorised individuals, sharing related information such as training manuals, screenshots or the like with unauthorised individuals, attempting to harm or destroy data that is connected to the EpiSoft System, uploading or creating computer viruses or corrupting the security of the EpiSoft System.
3.3 If EpiSoft deems that You have breached these Terms & Conditions or You choose not to renew Your subscription, the Order Form or Licensing Agreement will stipulate the transition-out terms.
3.4 EpiSoft will retain a copy of Your patient data only if required by law, clinical practice guidelines or relevant Ethics Committees to do so.
4.1 EpiSoft may access any files on the EpiSoft System for the purpose of providing technical and / or epidemiological support. You consent to EpiSoft’s access to those files and any other application front end, server, database or other components for this purpose.
4.2 EpiSoft will periodically access the EpiSoft System to monitor its performance and rectify any errors or deficiencies.
4.3 You must report all EpiSoft System errors and deficiencies to firstname.lastname@example.org as soon as You become aware of any errors and deficiencies and EpiSoft will repair errors and deficiencies within a reasonable time.
4.4 You must not attempt to repair the EpiSoft System nor allow any unauthorised person to attempt to repair it.
4.5 In the absence of a prevailing Order Form or Licensing Agreement, EpiSoft will provide You with reasonable advance notice via email if Downtime is foreseeable. It is Your responsibility to maintain currency of user email addresses for this notification purpose.
4.6 EpiSoft excludes responsibility for EpiSoft System performance issues associated with Your Internet connection and any other Internet or Internet browser issues You may encounter.
5 Exclusion of warranties and Liability
5.1 Should Your access to the EpiSoft System be governed by a Licensing Agreement with EpiSoft, EpiSoft’s exclusion of warranties and liability will be governed by the Licensing Agreement.
5.2 Should Your access to EpiSoft be on the basis of an Order Form, the following clauses will apply:
5.2.1 You acknowledge that the EpiSoft System may have inherent bugs and deficiencies. EpiSoft does not warrant that the EpiSoft System will be error free.
5.2.2 EpiSoft excludes all statutory or implied conditions and warranties to the extent permitted by law.
5.2.3 To the extent permitted by law, liability under any condition or warranty which cannot legally be excluded is limited to resupplying any goods or services covered by the relevant condition or warranty.
5.2.4 EpiSoft excludes all liability to You for personal injury suffered by any person and any consequential damage including but not limited to, lost revenue or lost profit or loss of data) suffered by You or any other individual.
5.2.5 EpiSoft excludes all liability to You arising directly or indirectly as a result of or in connection with Your use of or access to the EpiSoft System.
5.2.6 You assume all risks and liability in relation to the EpiSoft System (including liability for injury to any person or damage to any property, whether direct or consequential).
5.2.7 You indemnify EpiSoft against all losses, liabilities and expenses incurred by EpiSoft as a result of:
(a) loss of, or damage to, the EpiSoft System by any cause (including lawful confiscation);
(b) anything done by or with the EpiSoft System.
5.2.8 You must pay EpiSoft on demand any amount payable under the indemnity in Clause 5.2.7 above.
6 Intellectual property ownership
You acknowledge that You do not own any intellectual property in the EpiSoft System, including any improvements or modifications to it, even where they are made by You.
7 Data ownership
Unless otherwise agreed between You and another party, You retain ownership in any patient data stored in the EpiSoft system.
8 Infringement of intellectual property rights
You must notify EpiSoft immediately in writing of any actual, suspected or anticipated infringement of intellectual property that comes to Your attention. You must also co-operate fully with EpiSoft in preventing any infringements.
9 Confidential information
9.1 Should Your access to the EpiSoft System be governed by a Licensing Agreement with EpiSoft, Your obligations regarding Confidential Information and Privacy will be governed by the Licensing Agreement.
9.2 Should Your access to EpiSoft be on the basis of an Order Form, the following terms regarding Confidential Information and Privacy apply:
9.2.1 Both parties must keep all information in relation to the EpiSoft System confidential, including all patient information contained in the EpiSoft System or otherwise available to EpiSoft as a result of providing services to You (Confidential Information).
9.2.2 You may only use the Confidential Information for the Permitted Purpose and not copy, reproduce or adapt it or any part of it. You will not create derivative works out of the EpiSoft System or Confidential Information.
9.2.3 You must promptly comply with any request by EpiSoft to return or destroy any or all copies of Confidential Information unless required by law to be retained.
9.2.4 Both parties must implement security practices against unauthorised copying, use and disclosure and immediately notify the other party if a party becomes aware of any unauthorised copying, use or disclosure. You must comply with any reasonable direction issued by EpiSoft regarding a suspected or actual breach.
9.2.5 Neither party may mention the other party in any publication, without the text being approved by the other party.
9.2.6 Both parties must comply with all relevant state and federal laws with respect to the handling of health records and Personal Information.
9.2.7 You can record a range of person identifiers in the EpiSoft System. These identiifers are used for the purpose of maintaining health record data integrity within the System, for improving efficiency and productivity within Your organisation or for referencing an otherwise de-identified person for the purpose of Human Research Ethics Committee approved research. Person identifiers within the EpiSoft System should not be used for record linkage outside Your organisation except in accordance with relevant laws or research guidelines or with the express consent of the individual.
10.1 Should Your access to the EpiSoft System be governed by a Licensing Agreement, the terms of Termination will be governed by the Licensing Agreement.
10.2 Should Your access to EpiSoft be on the basis of an Order Form, the following terms regarding Termination will apply:
10.2.1. You may terminate these Terms and Conditions at the end of the Term or at any other time by giving 90 days notice to EpiSoft. Should You terminate during the Term, the subscription fee as outlined in the Order Form may not be refunded to You.
10.2.2 Should You not renew Your subscription for the EpiSoft System You will return all materials in Your possession or control to EpiSoft. EpiSoft will provide, in accordance with our industry association code of practice, a read-only copy of the application inclusive of a backup of Your data for installation and deployment in Your environment. Your access to the main database will be disabled from this time.
11 Assignment/third party rights
You must not assign, encumber or otherwise deal with the EpiSoft System or its rights under these Terms & Conditions, or agree or attempt to do so, without the consent of EpiSoft.
If anything in these Terms & Conditions is unenforceable, illegal or void then it is severed and the rest of these Terms & Conditions remain in force.
13 Representations not relied on
Each party has entered into these Terms and Conditions without relying on any information or advice given or statement made (whether negligently or not) by any other party or any person purporting to represent that party.
From time to time, EpiSoft may publish amendments or variations to these Terms & Conditions. Should this occur, EpiSoft will notify End Users to electronically accept the amended Terms & Conditions.
15.1 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
15.2 The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right.
15.3 A waiver is not effective unless it is in writing.
The Order Form or Licensing Agreement, if applicable, prevail over these Terms and Conditions only to the extent of any inconsistency.
17 No partnership
This Agreement does not create or evidence a partnership or joint venture.
18 Governing law and jurisdiction
The laws of New South Wales govern this Agreement and the parties submit to the exclusive jurisdiction of the courts of New South Wales