Subscription & Software Licence Agreement

1. Introduction

Welcome to Clinic Clarity™.

This Subscription & Software Licence Agreement ("Agreement") governs the provision, licensing and use of Clinic Clarity™, a subscription-based software platform owned and operated by Health Frame Pty Ltd ("Health Frame", "we", "our" or "us").

Clinic Clarity™ has been developed to assist allied health businesses through operational reporting, business intelligence, workflow management, compliance monitoring, artificial intelligence-powered business insights and performance analytics.

This Agreement establishes the legal relationship between Health Frame and the Customer and sets out the rights, responsibilities and obligations of both parties throughout the term of the Customer's subscription.

By accepting this Agreement electronically, paying the Implementation Fee, commencing the Guided Implementation Program, accessing Clinic Clarity™, or authorising any person to use the platform on your behalf, you acknowledge that you have read, understood and agree to be legally bound by the terms of this Agreement.

If you do not agree to this Agreement, you must not access or use Clinic Clarity™.

2. Parties

This Agreement is entered into between:

Health Frame Pty Ltd

(ABN to be inserted)

Owner and operator of Clinic Clarity™

and

The Customer identified during the onboarding process.

The individual accepting this Agreement warrants that they are authorised to enter into this Agreement on behalf of the Customer and to legally bind the Customer to its terms.

3. Purpose of this Agreement

The purpose of this Agreement is to:

• •grant the Customer a limited licence to access and use Clinic Clarity™;
• •establish the commercial terms of the Customer's subscription;
• •define ownership of all intellectual property associated with Clinic Clarity™;
• •protect confidential commercial information;
• •explain each party's rights and obligations;
• •establish payment, cancellation and support arrangements; and
• •ensure the ongoing integrity, security and lawful use of the Clinic Clarity™ platform.

Nothing contained within this Agreement transfers ownership of Clinic Clarity™ or any associated intellectual property to the Customer.

4. Definitions

For the purposes of this Agreement:

Administrator means the Customer's nominated primary administrator responsible for managing the Customer's Clinic Clarity™ account.

Administrator Portal means the secure administration area of Clinic Clarity™ used to manage subscriptions, users, settings, billing and support requests.

Authorised User means any employee, contractor or approved representative authorised by the Customer to access Clinic Clarity™ under the Customer's subscription.

Business Day means Monday to Friday, excluding public holidays observed in New South Wales, Australia.

Clinic Clarity™ means the complete software platform, including all dashboards, reports, artificial intelligence functionality, workflows, methodologies, documentation, onboarding materials, training resources, support services, website content and associated intellectual property owned by Health Frame.

Complimentary Optimisation Period means the thirty (30) day period commencing from the Customer's First Successful Administrator Login during which Health Frame will complete reasonable configuration refinements requested by the Customer without additional charge.

Configuration Amendment Fee means the fee payable for major configuration changes requested after the Complimentary Optimisation Period has concluded. Unless otherwise agreed in writing, the current fee is AUD $74.55 (including GST). Health Frame reserves the right to amend this fee by providing reasonable prior written notice.

Customer means the business, organisation or legal entity entering into this Agreement with Health Frame.

Customer Data means all business information, operational information, reports, records, documents and other data entered into Clinic Clarity™ by the Customer or its Authorised Users.

First Successful Administrator Login means the first occasion on which the Customer's designated Administrator successfully accesses Clinic Clarity™ using their Administrator credentials following completion of the Guided Implementation Program and activation of the Customer's account.

Guided Implementation Program means the implementation service provided by Health Frame to configure Clinic Clarity™ for the Customer prior to the commencement of the Subscription.

Implementation Fee means the one-off fee payable prior to commencement of the Guided Implementation Program.

Subscription means the Customer's ongoing licence to access and use Clinic Clarity™ in accordance with this Agreement.

Subscription Commencement Date means the date of the Customer's First Successful Administrator Login.

5. Acceptance of this Agreement

This Agreement becomes legally binding immediately upon the earliest of:

• •electronic acceptance by the Customer;
• •payment of the Implementation Fee;
• •commencement of the Guided Implementation Program;
• •the First Successful Administrator Login;
• •access to Clinic Clarity™ by the Customer or any Authorised User; or
• •any use of the Clinic Clarity™ platform by or on behalf of the Customer.

The Customer acknowledges that acceptance of this Agreement creates legally enforceable contractual obligations between the Customer and Health Frame Pty Ltd.

6. Agreement Hierarchy

This Agreement governs the Customer's subscription to Clinic Clarity™ and should be read together with Health Frame's published Privacy Policy, Data Security & Confidentiality Policy, Intellectual Property Policy and any other policies expressly incorporated by reference.

To the extent of any inconsistency, this Agreement prevails unless otherwise required by law.

7. Guiding Principles

Health Frame is committed to operating Clinic Clarity™ in accordance with the following principles:

• •transparency;
• •integrity;
• •protection of customer information;
• •continuous software improvement;
• •respect for intellectual property;
• •commercially fair subscription practices; and
• •professional customer support.

The Customer agrees to use Clinic Clarity™ responsibly, lawfully and in accordance with this Agreement.

8. Guided Implementation Program

Health Frame is committed to ensuring that every Customer receives a professionally configured implementation of Clinic Clarity™.

Rather than providing access to a generic software platform, each Customer participates in a Guided Implementation Program designed to configure Clinic Clarity™ to suit the Customer's business operations, reporting requirements and workflow preferences.

The Guided Implementation Program forms part of the Customer's initial implementation and is intended to ensure the platform is configured for successful long-term use.

The Guided Implementation Program may include, but is not limited to:

• •Initial consultation and implementation planning.
• •Administrator account creation.
• •User account configuration.
• •Multi-location setup (where applicable).
• •Dashboard configuration.
• •Reporting configuration.
• •Workflow configuration.
• •Compliance register configuration.
• •Initial business settings.
• •Customer training.
• •Guided platform orientation.
• •Initial support throughout implementation.

Health Frame reserves the right to modify the implementation process where reasonably necessary to accommodate future platform enhancements or the Customer's individual operational requirements.

9. Implementation Fee

The Guided Implementation Program is subject to payment of a one-off Implementation Fee.

The Implementation Fee is payable prior to the commencement of implementation activities.

Health Frame is under no obligation to commence implementation, create customer accounts, configure the platform or provide onboarding services until payment of the Implementation Fee has been received in full.

Unless otherwise agreed in writing:

• •the Implementation Fee is non-refundable;
• •the Implementation Fee covers the Guided Implementation Program only;
• •payment of the Implementation Fee does not include the ongoing Subscription.

Should the Customer elect not to proceed with Clinic Clarity™ after implementation has commenced, the Implementation Fee remains payable in full in recognition of the professional services already provided.

10. Subscription Commencement

The Customer's ongoing Subscription commences on the Subscription Commencement Date, being the date of the Customer's First Successful Administrator Login.

This date becomes the official commencement date for:

• •the Customer's software licence;
• •the monthly Subscription;
• •the Complimentary Optimisation Period;
• •ongoing customer support; and
• •all ongoing obligations under this Agreement.

The Subscription Commencement Date is recorded by Clinic Clarity™ and shall be considered conclusive unless demonstrated otherwise.

11. Complimentary Optimisation Period

Health Frame recognises that every allied health business operates differently and that minor refinements may be required following implementation.

Accordingly, each Customer receives a Complimentary Optimisation Period of thirty (30) consecutive calendar days commencing on the Subscription Commencement Date.

During this period, Health Frame will work collaboratively with the Customer to optimise the platform for the Customer's operational requirements.

Reasonable optimisation requests may include:

• •terminology refinements;
• •workflow adjustments;
• •dashboard refinements;
• •reporting modifications;
• •configuration improvements;
• •business setting adjustments;
• •user experience refinements.

The Complimentary Optimisation Period is intended to ensure Clinic Clarity™ is configured in a manner that best supports the Customer's business.

Health Frame encourages Customers to actively engage during this period and promptly notify Health Frame of any configuration adjustments that would improve the Customer's experience.

12. Configuration Amendments

Following expiry of the Complimentary Optimisation Period, the Customer may continue to request configuration changes.

Health Frame reserves the right to charge a Configuration Amendment Fee for major configuration changes requested after the Complimentary Optimisation Period has concluded.

Examples of major configuration changes may include:

• •substantial reporting redesign;
• •significant workflow restructuring;
• •major dashboard redesign;
• •extensive business rule changes;
• •implementation of custom operational processes.

Minor assistance, user guidance and general platform support remain available in accordance with Health Frame's Support Policy.

Health Frame will always advise the Customer where a Configuration Amendment Fee is likely to apply before commencing the requested work.

No Configuration Amendment Fee will apply unless the Customer has agreed to proceed.

13. Software Defects

Health Frame distinguishes between:

• •software defects; and
• •customer-requested configuration changes.

Where a software defect, programming error, unintended system behaviour or platform malfunction is identified, Health Frame will investigate and rectify the issue as soon as reasonably practicable.

Software defect rectification is provided without charge regardless of whether the Complimentary Optimisation Period has expired.

Health Frame reserves the right to determine whether a reported issue constitutes:

• •a software defect;
• •a support request;
• •a configuration request; or
• •a feature enhancement request.

14. Subscription Fees

Clinic Clarity™ is provided on a recurring subscription basis.

Subscription pricing is determined by Health Frame and may be based upon one or more of the following:

• •the number of participating clinic locations;
• •the number of Administrator accounts;
• •the number of authorised Clinic User accounts;
• •subscription tier;
• •additional modules or services;
• •any commercial arrangement agreed between Health Frame and the Customer.

All Subscription Fees are exclusive of GST unless otherwise stated.

Current pricing is available through Health Frame and may be amended from time to time upon reasonable prior written notice.

15. Billing

Subscription Fees are payable in advance at the agreed billing interval.

The Customer authorises Health Frame to process recurring subscription payments using the nominated payment method.

The Customer is responsible for ensuring payment information remains current and valid at all times.

Where payment details change, the Customer must promptly update those details through the Administrator Portal or by contacting Health Frame.

Failure to maintain valid payment details does not relieve the Customer of its obligation to pay Subscription Fees.

16. Failed Payments

If a scheduled Subscription payment cannot be successfully processed, Health Frame may:

• •notify the Customer of the failed payment;
• •attempt to reprocess the payment using the nominated payment method;
• •request updated payment details;
• •temporarily restrict certain platform functionality where appropriate.

Where three (3) consecutive scheduled Subscription payments fail, Health Frame reserves the right to suspend or terminate the Customer's Subscription.

Prior to termination, Health Frame will make reasonable attempts to contact the Customer using the contact details recorded on the Customer's account.

Termination resulting from repeated failed payments does not release the Customer from any outstanding payment obligations accrued prior to termination.

17. Price Reviews

Health Frame reserves the right to review Subscription Fees from time to time.

Where Subscription Fees are amended, Health Frame will provide the Customer with not less than thirty (30) days' prior written notice.

Continued use of Clinic Clarity™ following the effective date of revised pricing constitutes acceptance of the updated Subscription Fees.

Nothing in this clause prevents the Customer from exercising its cancellation rights under this Agreement.

18. Software Licence

Subject to the Customer's ongoing compliance with this Agreement and payment of all applicable Subscription Fees, Health Frame grants the Customer a limited, non-exclusive, non-transferable and revocable licence to access and use Clinic Clarity™ during the active term of the Customer's Subscription.

This licence is granted solely for the Customer's own internal business operations.

No ownership of Clinic Clarity™, or any associated intellectual property, is transferred to the Customer at any time.

The Customer acknowledges that they are purchasing a licence to use the software and are not purchasing ownership of the software itself.

The licence automatically terminates upon termination or expiry of the Customer's Subscription.

19. Authorised Users

Access to Clinic Clarity™ is limited to users authorised by the Customer.

The Customer is responsible for ensuring that all Authorised Users:

• •comply with this Agreement;
• •maintain the confidentiality of their login credentials;
• •use Clinic Clarity™ only for legitimate business purposes;
• •do not share accounts or passwords;
• •immediately notify the Customer of any suspected unauthorised access.

The Customer remains responsible for all activity undertaken using its authorised accounts.

Health Frame reserves the right to suspend or deactivate any account that is being used in breach of this Agreement.

20. Account Security

The Customer is responsible for maintaining the security of all Administrator and Authorised User accounts.

Customers must:

• •use strong passwords;
• •keep login credentials confidential;
• •promptly remove access for departing staff;
• •notify Health Frame immediately of any suspected unauthorised access;
• •take reasonable steps to protect their own devices and systems.

Health Frame is not responsible for losses arising from the Customer's failure to adequately protect account credentials.

21. Intellectual Property

Clinic Clarity™ represents a substantial investment of time, expertise, innovation and commercial knowledge by Health Frame Pty Ltd.

The Customer acknowledges that all right, title and interest in and to Clinic Clarity™, including all present and future intellectual property rights, remain the exclusive property of Health Frame Pty Ltd.

Without limitation, Health Frame owns all intellectual property relating to:

• •the Clinic Clarity™ software platform;
• •software architecture;
• •source code;
• •object code;
• •databases and database structure;
• •dashboards;
• •reports;
• •report layouts;
• •user interfaces;
• •workflows;
• •methodologies;
• •business logic;
• •operational processes;
• •KPI calculations;
• •reporting calculations;
• •benchmarking methodologies;
• •artificial intelligence functionality;
• •AI prompts;
• •AI-generated reporting logic;
• •coaching methodologies;
• •automation workflows;
• •graphics;
• •icons;
• •branding;
• •logos;
• •colour schemes;
• •templates;
• •onboarding materials;
• •training resources;
• •help documentation;
• •videos;
• •written content;
• •forms;
• •user guides;
• •technical documentation;
• •support materials;
• •software enhancements;
• •updates;
• •future developments;
• •inventions;
• •concepts;
• •know-how;
• •confidential commercial information; and
• •all associated intellectual property whether developed before or after commencement of this Agreement.

Nothing contained within this Agreement transfers ownership of any intellectual property to the Customer.

22. Trade Marks

Clinic Clarity™, its branding, logos, names, slogans and associated branding elements are valuable intellectual property of Health Frame Pty Ltd.

The Customer acknowledges that Clinic Clarity™ is a proprietary software platform and agrees not to use any Health Frame trade marks except as reasonably required for ordinary use of the platform.

Nothing contained within this Agreement grants the Customer any ownership or proprietary rights in any trade marks owned or used by Health Frame.

23. Copyright

All copyright subsisting within Clinic Clarity™ is owned by, or licensed to, Health Frame Pty Ltd.

Copyright protection extends to, without limitation:

• •software;
• •source code;
• •reports;
• •dashboard designs;
• •layouts;
• •graphics;
• •icons;
• •written material;
• •documentation;
• •videos;
• •onboarding material;
• •training resources;
• •templates;
• •artificial intelligence outputs;
• •website content;
• •publications; and
• •all original works created by Health Frame in connection with Clinic Clarity™.

Unauthorised reproduction is strictly prohibited.

24. Prohibited Activities

The Customer must not, and must not permit any third party to:

• •copy Clinic Clarity™ or any part of the platform;
• •reproduce any reports for commercial software development purposes;
• •replicate dashboard layouts for use in competing products;
• •reproduce the visual design of Clinic Clarity™;
• •copy workflows, methodologies or business logic;
• •reverse engineer the platform;
• •decompile, disassemble or attempt to derive the source code;
• •scrape, harvest or extract data from the platform using automated tools;
• •use bots or artificial intelligence systems to analyse or recreate Clinic Clarity™;
• •reproduce training materials;
• •reproduce onboarding documentation;
• •remove copyright notices;
• •remove branding;
• •create derivative works based upon Clinic Clarity™;
• •sublicense the software;
• •lease the software;
• •rent the software;
• •commercially exploit Clinic Clarity™ other than for the Customer's own internal business purposes;
• •permit unauthorised third parties to access the platform;
• •use screenshots, reports or interface designs for the development of competing software;
• •use any part of Clinic Clarity™ to develop, commission or assist in the development of software that substantially replicates the functionality, appearance, methodology or commercial operation of Clinic Clarity™.

25. Confidential Information

The Customer acknowledges that Clinic Clarity™ contains confidential commercial information belonging to Health Frame.

Confidential Information includes, without limitation:

• •software architecture;
• •business methodologies;
• •implementation processes;
• •artificial intelligence prompts;
• •algorithms;
• •calculations;
• •workflows;
• •commercial strategies;
• •pricing methodologies;
• •documentation;
• •technical information;
• •unpublished features;
• •development roadmaps;
• •support methodologies;
• •training materials; and
• •any other information not publicly available.

The Customer agrees to maintain the confidentiality of all Confidential Information both during and after termination of this Agreement.

26. Protection of Intellectual Property

The Customer acknowledges that Health Frame has invested substantial financial resources, time, expertise and commercial knowledge into the development of Clinic Clarity™.

The Customer agrees that they will not directly or indirectly:

• •reproduce Clinic Clarity™;
• •commission another person or organisation to reproduce Clinic Clarity™;
• •assist another person to reproduce Clinic Clarity™;
• •knowingly provide access to Clinic Clarity™ for the purpose of developing a competing product;
• •use knowledge obtained through use of Clinic Clarity™ to intentionally create a substantially similar commercial software platform.

The Customer acknowledges that any unauthorised reproduction or misuse of Health Frame's intellectual property may result in legal proceedings seeking injunctive relief, damages and any other remedies available at law.

27. Feedback & Suggestions

Health Frame welcomes customer feedback and suggestions for future platform improvements.

Unless otherwise agreed in writing, any suggestions, recommendations or ideas voluntarily provided by the Customer may be used by Health Frame without payment of compensation or transfer of ownership.

Nothing in this clause transfers ownership of the Customer's business data or confidential information.

28. Customer Data

The Customer retains ownership of all Customer Data entered into Clinic Clarity™.

Nothing in this Agreement transfers ownership of Customer Data to Health Frame.

Customer Data may include, without limitation:

• •business performance information;
• •appointment statistics;
• •operational metrics;
• •compliance records;
• •staff information entered by the Customer;
• •business settings;
• •uploaded documents;
• •notes;
• •reports generated from Customer Data; and
• •any other information entered into the platform by the Customer or its Authorised Users.

Health Frame receives only the limited rights necessary to host, process, store, analyse and display Customer Data for the purpose of providing the Clinic Clarity™ service.

29. Customer Responsibilities

The Customer agrees to:

• •provide accurate information during onboarding;
• •maintain accurate business information within the platform;
• •ensure Authorised Users are appropriately trained;
• •protect account credentials;
• •promptly remove users who no longer require access;
• •comply with all applicable laws;
• •use Clinic Clarity™ only for lawful business purposes;
• •promptly report suspected software issues or security concerns.

The Customer remains responsible for all activity undertaken using its accounts.

30. Health Frame's Access to Customer Data

Health Frame understands that Customer Data is commercially sensitive.

Accordingly, Customer Data is only accessed where reasonably necessary to:

• •provide technical support requested by the Customer;
• •investigate reported software issues;
• •configure or optimise the Customer's account during implementation or the Complimentary Optimisation Period;
• •maintain, secure or improve the platform;
• •restore information following a technical issue;
• •comply with applicable legal obligations; or
• •where expressly authorised by the Customer.

Health Frame does not routinely monitor Customer Data.

Support personnel will only access the minimum information reasonably required to investigate or resolve the relevant issue.

31. Confidentiality of Customer Information

Health Frame acknowledges that many Clinic Clarity™ customers operate within competitive industries.

All Customer Data is treated as confidential commercial information.

Health Frame will not disclose Customer Data to another customer or unrelated third party except:

• •with the Customer's consent;
• •where required by law;
• •where necessary to provide services under this Agreement; or
• •where information has been permanently de-identified and aggregated.

32. Operational Separation

Clinic Clarity™ is owned and operated by Health Frame Pty Ltd.

Health Frame also owns and operates other businesses within the allied health sector.

Health Frame is committed to maintaining appropriate operational separation between Clinic Clarity™ and its other businesses.

Employees, contractors or representatives engaged by Real Life Chiropractic or any other business operated by Health Frame do not have access to Clinic Clarity™ customer accounts solely because of their employment with a related business.

Access to Customer Data is restricted to authorised Clinic Clarity™ personnel who require access to perform their duties.

Customer information will not be used to obtain a commercial advantage for any other business owned or operated by Health Frame.

33. Privacy

Health Frame collects, stores and manages personal information in accordance with its Privacy Policy and applicable privacy legislation.

The Customer acknowledges that use of Clinic Clarity™ is also subject to the Clinic Clarity™ Privacy Policy, as amended from time to time.

34. Artificial Intelligence

Clinic Clarity™ may utilise artificial intelligence ("AI") to assist with reporting, business insights, trend analysis, operational recommendations and other platform functionality.

The Customer acknowledges that:

• •AI-generated outputs are designed to support business decision-making;
• •AI-generated content should be considered alongside professional judgement;
• •AI outputs are not legal, financial, accounting or clinical advice;
• •Health Frame does not warrant that AI-generated insights will be error free or appropriate for every business circumstance.

The Customer remains responsible for all business decisions made using information generated by Clinic Clarity™.

35. Platform Availability

Health Frame aims to provide a reliable and continuously improving software platform.

While we strive to maximise system availability, uninterrupted access cannot be guaranteed.

From time to time Clinic Clarity™ may be unavailable due to:

• •scheduled maintenance;
• •emergency maintenance;
• •software updates;
• •infrastructure upgrades;
• •security improvements;
• •third-party service interruptions; or
• •circumstances beyond Health Frame's reasonable control.

Where reasonably practicable, scheduled maintenance will be undertaken outside normal Australian business hours.

36. Software Updates

Health Frame continually develops and improves Clinic Clarity™.

The Customer acknowledges that Health Frame may:

• •introduce new functionality;
• •improve existing features;
• •modify workflows;
• •enhance reporting;
• •expand AI capabilities;
• •improve security;
• •remove obsolete functionality;
• •improve the user experience.

Such improvements form part of the ongoing evolution of Clinic Clarity™ and do not constitute a breach of this Agreement.

37. Customer Support

Health Frame is committed to providing responsive and professional customer support.

Standard support is available:

Monday to Friday

8:00 am – 5:00 pm

Australian Eastern Standard Time / Australian Eastern Daylight Time (as applicable)

excluding New South Wales public holidays.

Customers may submit support requests through:

• •the Administrator Portal;
• •the designated support email address; or
• •any other support channels approved by Health Frame.

Support requests received outside standard business hours will be responded to as soon as reasonably practicable during the next Business Day.

Health Frame will use reasonable endeavours to respond promptly but does not guarantee response or resolution times unless otherwise agreed in writing.

38. Feature Requests

Health Frame welcomes suggestions for future enhancements.

The submission of a feature request does not create an obligation for Health Frame to implement that feature.

Health Frame retains sole discretion regarding the future development, prioritisation and implementation of all platform enhancements.

39. Beta Features

From time to time Health Frame may release beta or preview functionality.

Beta features are provided for evaluation purposes and may be modified, suspended or withdrawn without notice.

Health Frame makes no guarantee regarding the continued availability or functionality of beta features.

40. Customer Cancellation

Health Frame understands that business needs may change over time.

Customers may cancel their Subscription at any time by submitting a Cancellation Request through the Administrator Portal.

Cancellation requests will not be accepted by telephone and should not ordinarily be submitted by email unless the Administrator Portal is unavailable.

Only the nominated Administrator, or another person authorised by the Customer, may request cancellation of a Subscription.

Upon receiving a Cancellation Request, Health Frame will contact the Customer to confirm:

• •the cancellation request;
• •the intended cancellation date;
• •any outstanding account matters;
• •whether the Customer requires an export of its Customer Data.

41. Notice Period

A minimum of thirty (30) days' written notice is required to cancel a Subscription.

The thirty-day notice period commences on the date Health Frame receives a valid Cancellation Request through the Administrator Portal.

The Customer remains responsible for all Subscription Fees payable during the notice period.

Access to Clinic Clarity™ will remain available throughout the notice period unless the Subscription is terminated earlier under another provision of this Agreement.

42. Subscription Fees During Cancellation

Subscription Fees already paid are non-refundable.

If a scheduled Subscription payment falls due during the required notice period, the Subscription Fee remains payable.

Health Frame may, at its sole discretion:

• •allow the Subscription to continue until the end of the current paid billing period; or
• •otherwise agree an alternative cancellation arrangement in writing.

Nothing in this Agreement obliges Health Frame to provide partial refunds for unused Subscription periods.

43. Customer Data Export

Prior to the termination of the Subscription, Customers may request an export of their Customer Data.

Health Frame will use reasonable efforts to provide Customer Data in a commercially reasonable format where technically practicable.

Data exports may exclude:

• •proprietary reporting methodologies;
• •software calculations;
• •benchmarking data;
• •artificial intelligence functionality;
• •software logic;
• •dashboards;
• •workflows;
• •intellectual property belonging to Health Frame.

Only Customer-owned data will be included in any export.

44. Data Retention Following Termination

Following termination of the Subscription, Health Frame may retain Customer Data for a reasonable period to:

• •facilitate any requested data export;
• •comply with legal obligations;
• •maintain appropriate business records;
• •resolve disputes;
• •satisfy regulatory requirements.

Following the applicable retention period, Health Frame may permanently delete Customer Data from its systems.

Health Frame is under no obligation to retain Customer Data indefinitely following termination.

Customers are encouraged to request any required data export prior to the conclusion of the Subscription.

45. Suspension of Services

Health Frame may suspend access to Clinic Clarity™ where reasonably necessary, including where:

• •Subscription Fees remain unpaid;
• •repeated payment failures occur;
• •the Customer materially breaches this Agreement;
• •unauthorised access is suspected;
• •unlawful activity is suspected;
• •continued access presents a security risk;
• •emergency maintenance is required.

Where reasonably practicable, Health Frame will notify the Customer before suspending access.

Suspension does not relieve the Customer of its payment obligations.

46. Termination by Health Frame

Health Frame may immediately terminate this Agreement where:

• •the Customer commits a serious breach of this Agreement;
• •the Customer repeatedly breaches this Agreement;
• •three (3) consecutive scheduled Subscription payments fail;
• •fraudulent activity is suspected;
• •unauthorised use of Clinic Clarity™ is identified;
• •the Customer infringes Health Frame's intellectual property;
• •the Customer intentionally attempts to reproduce, reverse engineer or replicate Clinic Clarity™;
• •continued provision of services would be unlawful.

Termination under this clause is without prejudice to any other rights available to Health Frame.

47. Effect of Termination

Upon termination of this Agreement:

• •the Customer's licence to use Clinic Clarity™ immediately ceases;
• •all access credentials may be disabled;
• •the Customer must immediately cease using Clinic Clarity™;
• •all outstanding Subscription Fees immediately become payable;
• •the Customer must cease representing itself as an authorised Clinic Clarity™ customer where applicable.

Termination does not affect any rights or obligations accrued prior to termination.

48. Surviving Obligations

The following provisions survive termination of this Agreement:

• •Intellectual Property;
• •Copyright;
• •Trade Marks;
• •Confidential Information;
• •Customer payment obligations accrued prior to termination;
• •Limitation of Liability;
• •Indemnity;
• •Governing Law;
• •Dispute Resolution; and
• •any other provisions intended by their nature to survive termination.

49. Force Majeure

Health Frame will not be liable for any delay or failure to perform its obligations where such delay or failure arises from circumstances beyond its reasonable control.

Such circumstances may include, without limitation:

• •natural disasters;
• •fire;
• •flood;
• •cyber attacks;
• •internet outages;
• •cloud infrastructure failures;
• •government action;
• •pandemics;
• •industrial disputes; or
• •failures of third-party service providers.

Health Frame will use reasonable endeavours to minimise disruption and resume services as soon as reasonably practicable.

50. No Waiver

Failure by Health Frame to enforce any provision of this Agreement does not constitute a waiver of any rights.

Any waiver must be in writing and signed by an authorised representative of Health Frame.

51. Entire Agreement

This Agreement constitutes the entire agreement between Health Frame and the Customer relating to Clinic Clarity™.

It supersedes all previous discussions, proposals, representations and agreements relating to the subject matter of this Agreement.

No variation is effective unless made in writing by Health Frame.