pre‐qualification checklist caretech nurse call system · caretech designs and manufactures the...

March, 2009

Pre‐Qualification Checklist CareTech Nurse Call System

CareTech Systems Pty Ltd P.O. Box 83 Clontarf Beach QLD 4019

Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Contents Overview .............................................................................................................................................. 3

Company Profile ................................................................................................................................... 3

Global Company Structure: .................................................................................................................. 4

Australian Dealer Company Structure: ................................................................................................. 4

Extent of the Works .............................................................................................................................. 5

Cabling Infrastructure and Fit-off Types:............................................................................................... 5

Cable Size and Type: ........................................................................................................................... 6

Training and Certification ...................................................................................................................... 6

Final Audit Test & Commissioning Process .......................................................................................... 7

Recently Completed Projects ............................................................................................................... 8

Current Projects ................................................................................................................................... 8

Future Projects ..................................................................................................................................... 8

Contracting History ............................................................................................................................... 8

Financial Aspects: ................................................................................................................................ 9

Credit References: ............................................................................................................................... 9

Validity of Quotes, GST note: ............................................................................................................... 9

Maintenance Support & Service Level Agreement ............................................................................. 10

Global Online Dealer Support ..................................................................................................... 10

Fault Logging back to Design Engineers .................................................................................... 10

24 hr Client Help Desk ................................................................................................................ 10

A Note from the Director: .................................................................................................................... 11

Appendix A: (SLA) Our service obligation after warranty .................................................................... 12


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Overview CareTech designs and manufactures the latest in Nurse Call Systems and home emergency alarm pendants for the aged care industry. Since 1975 CareTech has been helping people globally make their life more independent with "just one simple call". We solely design and manufacture these dedicated nurse call systems and aged care management systems for hospitals, aged care and dementia care markets. We also manufacture the most innovative range of VOIP, Wireless and RFID products to accompany our nurse call systems including dialers and immediate speech VOIP voice receivers. In Responding to this tender CareTech will Supply, install, commission and test all equipment, accessories, and materials necessary for a complete operating system in accordance with this specification and applicable drawings. Provide a complete functional system including all necessary components, whether included in this specification or not. The system shall be complete and operate on a single integrated platform, without the need for future equipment to expand the capabilities or capacity of the system. The system will comply with the requirements of AS3811, AS4607, AS4268, AS3100 and all other relevant stipulating standards and guidelines related to alarm systems for the elderly persons in aged care facility in Australia. Each major CareTech component will bear the manufacturer’s name and catalogue number. Our Guarantee of availability, of our local dealer network service team consisting of Manufacturer certified and trained personnel. CareTech Brisbane holds available a stock of our standard parts. We do provide 24 hour service response, for a period of twelve (12) months from date of practical completion, at no cost to the purchaser, unless misuse, abuse, or accident causes damage or failure. With every customer having the option to sign a SLA (Service Level Agreement) ensuring the highest levels of service can be maintained.

Company Profile Company Name: CareTech Systems Pty Ltd Trading Name: CareTech ABN: 45 090 749 581 Incorporated: In the State of Queensland in 2000 Facility Address: 4/8 MacDonnell Rd, Margate QLD 4019 Mailing Address: PO BOX 83 Clontarf Beach QLD 4020 Telephone Number: Facsimile Number: Email Address: Directors: Insurance Company:

07-32842700 07-32842502 [email protected] Bob Ryan, Sharyn Ryan Vero

Public Liability: $10,000,000.00 Workers Compensation: Work Cover Queensland


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Global Company Structure:

Australian Dealer Company Structure:


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Extent of the Works

• The Nurse Call System will comprise of the installation of a complete and fully functional nurse call system manufactured by CareTech

• The Nurse Call System will be fully integrated with the DECT telephony system. • The system shall include but not limited to the following distinct components;

o Staff call from a bedside call point or resident pendant to indicate that a resident requires attention;

o Staff Assist call points located centrally within the resident’s room and in communal areas to indicate that a staff member requires assistance;

o Ensuite or Toilet/Shower Call to indicate that a resident requires assistance in a higher risk wet area;

o Intelligent Dementia Management package including Dementia Control System for dementia suites.

o Include call points, annunciator panels, corridor indicator lights, microprocessors, head end reporting computer with management and logging software and printer;

o RFID system for the purposes of tracking staff movement within the new building; o High level interfaces required to connect the nurse call to the following;

Fire Indication Panel; Interface to DECT Telephony system; RFID system for logging and monitoring via the Nurse call system software;

Cabling Infrastructure and Fit-off Types: The CareTech range of Nurse Call System products can run on two separate systems:

• RJ45 Structured Cabling and Star cabling runs directly from the CareTech 1RU Patch Panel located in the closet communications rooms to the room unit. Allowing quick and easy system room changes in a structured cabling environment.

• Straight Serial bus configuration

• Hybrid (cost saving) uses the RJ45 Structured Cabling and Star cabling runs directly from the CareTech 1RU Patch Panel located in the closet communications rooms to the room controller and then in serial configuration from the controller to each bed head unit in a multi bed room.

Note all quotations provided are done in straight serial and the client must specifically request other cabling types and cable types

2 X CareTech 1 RU Patch Panels


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Cable Size and Type: CareTech matches the cable type directly to the Infrastructure and cable types as follows:

• RJ45 Structured Cabling and Star we recommend CAT 5 or 6 cable type; • Straight serial configuration we recommend 14020 6 wire security cable • Hybrid both CAT 5,6 and 14020 cable types

Note all quotations provided are done in straight serial using 14020 security cable and the client must specifically request other cabling types and cable types

Training and Certification Immediately following cut over of the Nurse Call system, CareTech or its certified Dealer will carry out Client training in all aspects of;

• Nurse Call system operation, maintenance and troubleshooting techniques associated with the installation;

• With up to twenty (20) persons representing the client to be trained;

• The training will occur over multiple sessions over a two week period, each session lasting up to four (4) hours;

• The timing of the training will always be coordinated with the client, however, practical completion should fall during the two week period;

• A Certified CareTech trainer, with appropriate skills and experience will conduct the training;

• The participants will be provided with user guides and other relevant materials;

• Acceptance of practical completion will have the following:

o Certification of compliance with requirements of Statutory Authorities;

o Testing and Commissioning finalised. Signed off testing and commissioning schedules to confirm that systems operate in a stable and automatic manner under all conditions of full and partial load - full commissioning data;

o Certification that capacities and efficiencies of equipment and systems satisfy

specified requirements;

o Manufacturer’s certification of systems and installation;

o Authority approvals obtained as required and Witnessed, satisfactory completion of failure mode tests for critical systems;

o Stable operating conditions of all systems;

o Approved operating instruction manuals and ‘as built’ drawings provided;

o Submission of completely executed Inspection Test Plans including test results;

o Certification that works comply with the contract documents and are ready for

granting of Practical Completion.


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Final Audit Test & Commissioning Process CareTech Quality Assurance (CQA) ensures at sign off that the project is completed on time and with all requirements and overall customer satisfaction being meet. CareTech achieves this by providing a Completion pack (detailed below) at the Final Audit and Commission stage. On the final commission and site audit of the project CareTech will inspect the Nurse Call installation prior to the building being handed over, this inspection will consist of the following points.

• Testing:

o CareTech or its Certified Dealer will use suitably skilled and competent personnel to

undertake all inspections and tests;

o CareTech or its Certified Dealer will furnish, for the duration of testing, all equipment required for testing and commissioning the works;

o CareTech or its Certified Dealer will calibrate test equipment in accordance with: ISO

10012:2003.

o CareTech or its Certified Dealer will test the installation progressively as construction progresses and then finally on completion of the works;

o CareTech or its Certified Dealer will carefully pre-plan all testing and commissioning so that it is fully coordinated with other relevant trades.

o CareTech or its Certified Dealer will carry out testing in a safe and efficient manner with a

minimum of inconvenience to all concerned;

o CareTech or its Certified Dealer will Submit a site acceptance test & inspection document for customer sign off at the end of the successful site audit and list any faults to be rectified if any (see Completion Pack contents);

o Replace all equipment or materials found to be faulty during testing. Re-test following

rectification of works;

o All Test results will remain on site in the specified CareTech completion pack normally wall mounted under the Omni Master controller unit;

o CareTech or its Certified Dealer will ensure a full site back-up is stored on the CareTech

office server and an extra copy with full working software license if stored on site in the CareTech completion pack in the form of a USB key, where any CareTech Certified technician may perform site works;

• CareTech Completion Pack :

o Customer Satisfaction and Project signoff sheet o CareTech Site Technical Manual; o Site Plans; o Site Wiring Diagrams and Main component locations; o Technical Log Book; o Site Audit Log; o Latest CareTech Product Brochure and equipment catalogue; o Manufactures’ details with direct contacts to all departments; o USB Key with all site software and system backup;


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Recently Completed Projects Customer Name State Industry Type Completed AmountQueensland Health (Esk Hospital) QLD Hospital 08/08 60K BlueCare Lauriston QLD Aged Care 01/08 88K Monto Nursing Home (Monto) QLD Aged Care 06/08 80K Cohuna Aged Care VIC Aged Care 09/08 80K Bangalore Retreat NSW Aged Care 06/05 100K

Current Projects Customer Name State Industry Type Completed AmountSouthern Cross Care (Drewvale) QLD Aged Care 04/09 180K OzCare Stage 5,6 & 7 (Townsville) QLD Aged Care 08/09 190K OzCare (Parkwood) QLD Aged Care 08/09 50K The Pines Aged Care QLD Aged Care 03/09 40K Ashmore Lodge QLD Aged Care 12/08 100K

Future Projects Customer Name State Industry Type Start Date AmountSalvation Army (Chapel Hill) QLD Aged Care 08/08 50K Queensland Health (Texas Hospital) QLD Hospital 05/09 60K SA Health (Kangaroo Island Hospital) SA Hospital 04/09 120K Noarlunga Hospital SA Hospital 04/09 100K Queensland Health (Nambour Aged Care) QLD Aged Care 06/09 50K

Contracting History Builders Name State Industry Type Time Frame OzCare QLD Aged Care 2000 to 2009 Concept Construction NSW Aged Care 2001 to 2002 Paynter Dixon QLD Aged Care 2005 to 2007 John Love Electrical QLD Aged Care 2006 to 2009 Buildcorp QLD Aged Care 2006 to 2009 Watts Construction QLD Aged Care 2006 to 2009 Waltons Construction QLD Aged Care 2006 to 2009 Watts Construction QLD Aged Care 2007 to 2009 T F Woolam & Assiocates QLD Aged Care 2005 to 2007


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Financial Aspects: Year Amount 2006/2007 N/A 2005/2006 $1,264,000.00 2004/2005 $1,001,000.00 2003/2004 $820,000.00

Credit References: Supplier Name State Industry Contact PhoneAccess Communications QLD Cable Supplier Gordon Rich 07-3308 5555 Wave Link Communications VIC Phone Supplier Accounts 03-9832 4444 Ideal Electrical QLD Electrical Equipment Account Dept. 07-3355 4499

Validity of Quotes, GST note: This quote is valid for thirty (30) days from today. Please be aware that the nurse call system equipment only does not attract GST.


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Maintenance Support & Service Level Agreement CareTech Systems Pty Ltd or its certified dealer will provide onsite maintenance support for all equipment listed above for a period of twelve (12) months from the date of commissioning. After that date the client has the option to sign a SLA (Service Level Agreement) with CareTech directly or one of its certified dealers. The client will then obtain the level of service and response time that is suitable to their particular environment. Global Online Dealer Support

The CareTech Dealer Network offers a unique support system providing the Certified CareTech Dealer with direct online access to the online Technical Support Centre knowledge base. Here Dealers can solve and search for all technical solutions if the technician is unable to find a solution he simply logs onto the fault logging system and reports this fault. Fault Logging back to Design Engineers

In Australia we have a team of technical support and design engineers manning the telephone and online fault logs. The team is online from 7.30am EST to 4pm at this time the European Support Desk team takes over and the dealer is actually in direct communication with the design engineers.

“A Very Personal Service Solution” 24 hr Client Help Desk

As part of our offer we will provide CareTech support personnel who answer phones during business hours, or 24/7 depending on client requirements. All calls will be logged and tracked in our support desk system and we will then provide monthly call reports for all clients’ incidents. Options for the help desk include: • Business Hours Support 8:30AM 5:00PM Monday to Friday (included) • 24 x7 (optional upgrade) Note a full example of the SLA can be seen in Appendix 1. CareTech (SLA) Service and Maintenance support can consist of the following: • Routine maintenance and servicing to be carried out on a monthly basis for a period of 12 months

from the date of Practical Completion to the end of the Maintenance & Defects Liability Period; Monthly maintenance and servicing will be in accordance with maintenance schedules recommended by CareTech;

• Maintenance, testing and inspections will be in accordance with regulatory requirements and relevant Australia/New Zealand standards;

• Replacement of consumables will be at the Client’s cost; • Submission of reports to the Maintenance Manager can be made available;

• Audit logs and system logbook will detail all technical visits; • Service personnel will be available for call out on a 24-hour per day, 7-day per week basis;

• Response time for emergency and corrective maintenance will not exceed 4 hours; • Spare Parts will be kept in the CareTech Brisbane office;


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

A Note from the Director:

The Australian arm, CareTech Systems Pty Ltd was established in 2000 by present day Managing Director, Bob Ryan. CareTech Systems Pty Ltd's objective is to market, wholesale and technically support and train for the CareTech range of nurse call system products in both Australia and New Zealand.

Bob Ryan brings over 47 years of communications experience, the last fifteen years being solely in the aged care industry as the Technical Manager of Tunstall Australasia and more recently as General Manager of Digital Care Systems.

I have extensive knowledge of many nurse call systems currently on the market and the various systems that may be integrated with nurse call systems. Personally along with our dealer network and our in house technical team we will ensure you get the most out of your nurse call system while maintaining continuity with the latest in Nurse Call system technology. Here at CareTech we live by our motto “Call for Care” Bob Ryan –Managing Director CareTech Systems Pty Ltd ABN 45 090 749 581


Tel: 07 3284 2700 Fax: 07 3284 2502 ABN 45 090 749 581

Appendix A: (SLA) Our service obligation after warranty

TABLE OF CONTENTS Page

PART I – General Conditions

1. Structure of this Agreement 1 2. Definitions and Interpretations 1 3. Duration 3 4. Scope of Services 3 5. Support Timeframes 3 6. Service Charges 4 7. Goods and Services Tax 4 8. Confidentiality 4 9. Termination by User 4 10. Termination by Either Party 5 11. Notices 5 12. General Provisions 5 13. Waiver 6 14. No Partnership, Employment or Agency 6 PART II — Software Support Services 6

15. CARETECH Obligations 6 16. Exclusions 6 17. User’s Obligations 7 18. Warranties and Indemnities 7 PART III — Preventative Maintenance 7

19. CARETECH Obligations 7 20. User’s Obligations 7 21. Urgent Work Outside the Scope of the Services 8 22. Parts 8 23. Exclusions 8 24. Warranties and Indemnities 8 PART IV — Comprehensive Maintenance 9

25. CARETECH Obligations 9 26. User’s Obligations 9 27. Parts and Equipment 9 28. Exclusions 9 29. Warranties and Indemnities 9

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MAINTENANCE AGREEMENT made the _____ day of ________ 20___ BETWEEN: CARETECH SYSTEMS PTL LTD ABN 45 090 749 581 of 4/8 MacDonnell Road, MARGATE in the State of Queensland (“CARETECH”) AND ???? The party identified in Item 1 of Schedule 2 (the “User”) RECITALS

A. CARETECH has agreed to provide maintenance and support for the equipment supplied to the User in consideration of the Maintenance Fees payable by the User. “Equipment” includes hardware items and CARETECH proprietary software provided under license.

B. CARETECH and the User agree that the Services provided are to be in accordance with the terms of this Agreement.

PART I – General Conditions

1. Structure of this Agreement

The specific service details and pricing are defined in the attached Schedules

1.1. The provisions contained in Part I (“General Conditions”) of this Agreement apply to all of the Services.

1.2. The provisions contained in Part II (“Software Support Services”) of this Agreement apply to all Services in Item 1.1 in Schedule 1.

1.3. The provisions contained in Part III (“Preventative Maintenance”) of this Agreement apply to all Services in Item 1.2 of Schedule 1; and

1.4. The provisions contained in Part IV (“Comprehensive Maintenance”) of this Agreement apply to all Services in Item 1.3 of Schedule 1.

1.5. The specific service details and pricing are defined in the Schedules.

1.6. If there is more than one option offered in this agreement, each option will comprise of the same schedules as clause 1.5, attached to this agreement as option 1, option 2 etc. each being subject to the conditions of clauses 1.2 to 1.5.

2. Definitions and Interpretations

2.1. In this Agreement, unless the context otherwise requires, the following terms have the following meanings:

“Additional Charge” means a charge in accordance with CARETECH published rates of service in effect from time to time that may include labour, parts and materials as well as any charges quoted and agreed on an “as needs” basis relating to the urgency or after hour’s nature of the service(s) performed;

“Agreement” means this Maintenance Agreement, including its Recitals and Schedules;

“Authority Limit” means the monetary limit referred to in Clause 21 as specified in Item 6 of Schedule 2;

“Business Day” means any day on which retail banks carry on trading business in Australia; *

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“Check Period” means the frequency period for preventative maintenance checks as specified in Item 7 of Schedule 1.

“Commencement Date” means the date of this Agreement, unless otherwise specified in Item 2 of Schedule 2;

“Equipment” means the equipment as specified as being included in this agreement in Schedule 3;

“Excluded Equipment” means any equipment not specified as being included in this agreement in schedule 3 and any equipment specified in Item 5 of Schedule 1;

“Excluded Locations” means the locations specified in Item 8 of Schedule 1;

“Excluded Services” means the services specified as being included in this agreement in Item 4 of Schedule 1;

“Excluded Software” means the software specified as being included in this agreement in Item 6 ofSchedule 1;

“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time by the ATO;

“GST” means the goods and services tax within the meaning of the GST Act;

“Initial Term” means the initial term of this Agreement as specified in Item 4 of Schedule 2;

“Law” means the Acts of any Parliament, regulations, by-laws, orders, determinations and proclamations made or issued under any such Act or ordinance;

“Locations” means the locations at which the Equipment is located as specified in Item 2 of Schedule 1;

“Party” means either CARETECH or the User or, in its plural form, both CARETECH and the User;

“Payment Schedule” means the schedule of payments specified in Item 3 of Schedule 2;

“Service Charges” means the amounts payable by the User to CARETECH as specified in Item 3 ofSchedule 2;

“Services” means the services provided as part of this Agreement as indicated in Item 1 of Schedule 1;

“Software” means the software and any related documentation as specified in Item 3 of Schedule 1;

“Termination Event” means one of the events specified in Clauses 9 & 10;

“Urgent work” means any service classified by CARETECH as being of a nature urgent as specified in Item 9 of Schedule 1.

2.2. In this Agreement, except to the extent that the context otherwise specifies:

(a) reference to any legislation or any provision of any legislation includes any modification or re-enactment of the legislation or any legislative provision substituted for, and all legislation and statutory instruments and regulations issued under the legislation;

(b) words denoting the singular include the plural and vice versa;

(c) words denoting individuals or persons include bodies corporate and trusts and vice versa;

(d) words denoting any gender include all genders;

(e) headings are for convenience only and do not affect interpretation;

(f) reference to a clause, paragraph or Schedule is a reference to a clause, paragraph or Schedule of this Agreement;

(g) reference to any document or agreement includes reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;

(h) where any word or phrase is given a definite meaning in this agreement any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

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(i) reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;

(j) reference to a time and date in connection with the performance of an obligation by CARETECH or the User is a reference to the time and date in Brisbane, * Queensland, even if the obligation is to be performed elsewhere.

3. Duration

3.1. This Agreement commences on the Commencement Date and will remain in force for the period of the Initial Term.

3.2. At the expiration of the Initial Term, the Agreement will automatically continue in force for subsequent periods equivalent in length to the Initial Term unless terminated by either party by one month’s notice prior to the expiration of the Initial Term or any subsequent term in accordance with the “Termination” terms per clauses 9 and 10.

4. Scope of Services

4.1. CARETECH will provide the Services as defined in this Agreement.

4.2. In the event that the Equipment or Software is substituted, altered or relocated, CARETECH may at its option terminate this Agreement or continue to provide the Services to the substituted, altered or relocated Equipment or Software.

4.3. In the event that CARETECH elects to continue providing the Services pursuant to Clause 4.2, it will be entitled to adjust the Service Charges to the extent that direct costs are increased by the substitution, alteration or relocation of the Equipment or Software. This will be documented and agreed in writing by both parties.

4.4. Notwithstanding any other provisions contained in this Agreement, the Excluded Services are not part of the Services under this Agreement.

4.5. Notwithstanding any other provision contained in this Agreement, CARETECH is not required to perform any of the Services at the Excluded Locations or on any Excluded Equipment or in relation to any Excluded Software.

4.6. Notwithstanding any other provision contained in this Agreement, CARETECH is not required to perform any of the Services where it relates to loss, damage or defect resulting from events that do not occur in the ordinary course of the User’s business, such events including, but not restricted to, fire, flood, storms and other acts of God or the consequences of any criminal activity by third parties.

4.7. If requested by the User, CARETECH may elect at its absolute discretion to carry out any of the services excluded under Clauses 4.4, 4.5,and 4.6 above, in which case Additional Charges will be payable by the User. Such charges shall be quoted and agreed between the parties in writing before work commences.

4.8. CARETECH may, at its absolute discretion, elect to perform some or all of the Services through an agent or subcontractor.

5. Support Timeframes

5.1. Subject to Item 5.1 of Schedule 2, CARETECH shall use its best endeavours to keep the following response times for the provision of the Services:

(a) for telephone support calls — immediately if possible or before the end of the Business Day.

(b) for Urgent Call requests — within 4 hours (if possible) of the call being registered for facilities within the Brisbane metro area.

(c) for non urgent call requests — the same day (if possible) or calls registered after 2pm of a business day will be the following the business day for facilities within the Brisbane metro area.

(d) For out of hours call requests – within 4 hours (if possible) of the call being registered for facilities within the Brisbane metro area.

5.2. Subject to Item 5.2 of Schedule 2, CARETECH may require the User to pay Additional Charges for any non-urgent work it is requested to perform, even if within the scope of the Services, done outside the ordinary trading hours of CARETECH or on a day that is not a Business Day.

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5.3. If a task to be performed by CARETECH is, in the opinion of CARETECH, likely to exceed the response times provided in this Clause 5, CARETECH will notify the User as soon as practicable and advise an estimated time for completion of the task.

5.4. For the purposes of Clause 5.2, the events contained in Item 9 of Schedule 1 are considered to be urgent work.

5.5. For the purposes of Clause 5.2, the events contained in Item 10 of Schedule 1 are considered to be non-urgent work.

6. Service Charges

6.1. In consideration of CARETECH agreement to provide the Services during the Initial Term, the User shall pay to CARETECH the Service Charges in accordance with the Payment Schedule.

6.2. For all terms subsequent to the Initial Term, the Service Charges will be such charge as stipulated by CARETECH, provided that in no one year will the Service Charges be increased by no more than the rate of increase of the consumer price index as published by the Commonwealth Government plus a CARETECH base rate per annum increase of 5%.

6.3. For all terms subsequent to the Initial Term, the Payment Schedule will be stipulated at the same time as the notification of the applicable Service Charges pursuant to Clause 5.2.

6.4. An Additional Charge will be payable by the user if:

(a) the User requests CARETECH to provide services which are not specified as part of the Services or which are excluded by this Agreement;

(b) if services are requested which are found to be unnecessary; or

(c) if CARETECH is requested to provide any further information or documentation other than that already supplied.

6.5. Any Additional Charges payable are in addition to the Service Charges and payment is to be made in accordance to the usual trading terms and conditions of CARETECH, or as specified in writing and agreed between the parties for exceptional circumstances.

7. Goods and Services Tax

7.1. All amounts referred to in relation to the Service Charges and Additional Charges are calculated exclusive of GST and, as a result, an amount payable by the User under this Agreement in respect of a Taxable Supply by CARETECH represents the value of the Supply and the GST payable in respect of that Supply must be paid in addition to and at the same time as the payment of that amount.

7.2. The User is not obliged to pay the GST pursuant to Clause 7.1 on a Taxable Supply to it until CARETECH has given a valid Tax Invoice for that Supply.

7.3. All expressions used in this Clause 6.5 have the same meanings given to them in the GST Act.

8. Confidentiality

8.1. Each Party undertakes to treat as confidential and keep secret all information relating to the business practices or clientele of the other Party, including this agreement.

8.2. No disclosure will be made of any confidential information of the other Party without the prior written consent of that other Party.

9. Termination by User

9.1. If one or more Termination Events occurs, the User may give to CARETECH notice in writing specifying the defaults and stating the User’s intention to terminate this Agreement.

9.2. If CARETECH fails, within a period of fifteen (15) Business Days after receipt of a notice given pursuant to Clause 9.1, to remedy such defaults then the User may, without prejudice to any other rights or remedies that it may have under this Agreement or at law, deliver a written notice to CARETECH that its engagement is terminated.

9.3. The Termination Events are where CARETECH:

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(a) wholly suspends the provision of Services without reasonable cause;

(b) fails to provide the Services with reasonable diligence or in a competent manner; or

(c) substantially breaches the provisions of this Agreement.

10. Termination by Either Party

10.1. If:

(a) either Party, being an individual, commits an act of bankruptcy or is subject to a petition in bankruptcy, sequestration order or a scheme or arrangement or any composition with his creditors through a deed of arrangement or a deed of assignment;

(b) either Party, being an individual, dies or becomes permanently disabled and no arrangements satisfactory to the other Party are made for the continuation of the performance of this Agreement;

(c) either Party, being a company, is subject to proceedings for its voluntary or compulsory winding up, a compromise or other arrangement with creditors or is placed under official management or receivership;

(d) the User fails to apply for a licence of the Software or fails to purchase any revisions or amendments of the Software on the terms and conditions required when such revisions or amendments are made; or

(e) the User breaches one or more terms of this Agreement;

then the other Party may, without prejudice to any other rights or remedies it may have, by written notice terminate this Agreement forthwith without the need for any further notice.

10.2. If the User fails to pay CARETECH within the period provided for in each Progress Payment as agreed between the Parties, CARETECH may by written notice require the payment to be made within ten (10) Business Days or for the Agreement to be terminated.

10.3. If:

(a) CARETECH terminates this Agreement pursuant to Clause 10.1 as a result of any breach of this Agreement by the User;

(b) CARETECH terminates this Agreement pursuant to Clause 10.2 as a result of any default by the User; or

(c) the User repudiates this Agreement or terminates this Agreement not in accordance with Clause 9 and this Clause 10,

The User shall ensure that any outstanding payments to date for services provided and any additional costs incurred by CARETECH are paid within a period of 10 business days and CARETECH may, at its absolute discretion and notified to the User by written notice, require the User to pay immediately any or all of the Service Charges that are or would be payable by the User for the remainder of the Initial Term or any subsequent term of the Agreement as may be the case at the time of the repudiation or termination.

11. Notices

11.1. Any notices necessary or required to be given by one party to the other will be deemed to have been sufficiently given if delivered by hand, sent by facsimile or if sent by pre-paid post to the person identified in Item 7 of Schedule 2.

11.2. If a notice is sent by pre-paid post, it is deemed to have been effectively received by the other party it is addressed on three (3) Business Days after the day of posting.

12. General Provisions

Counterparts

12.1. This Agreement may be executed in any number of counterparts and all such counterparts when executed and taken together will constitute this Agreement.

Entire Agreement

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12.2. This Agreement comprises the entire agreement between the parties in relation to its subject matter and no earlier agreement, understanding or representation, whether oral or in writing, in relation to any matter dealt with in this agreement will have any effect from the date of this agreement.

Modifications

12.3. This Agreement may not be changed or modified in any way after its execution except in writing and signed by both Parties.

Severability

12.4. Part or all of any clause of this Agreement that is illegal or unenforceable will be severed from this Agreement and will not affect the continued operation of the remaining provisions of this Agreement.

Governing Law

12.5. This Agreement will be governed by and construed in accordance with the law from time to time in force in Queensland and the parties submit to the non-exclusive jurisdiction of the courts of that State.

13. Waiver

13.1. The failure, delay or omission by a Party to exercise any power or right conferred upon that Party by this agreement will not operate as a waiver of that power or right, nor will any single exercise of any such power or right preclude any other or future exercise of the power, or the exercise of any other power of right under this agreement.

13.2. A waiver of any provision of this agreement, or consent to any departure by a Party from any provision of this agreement, must be in writing and signed by all Parties and is effective only to the extent for which it is given.

14. No Partnership, Employment or Agency

14.1. Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties for the purposes of the Partnership Act, Income Tax Assessment Act or any other law of any jurisdiction.

14.2. Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a relationship of employment between CARETECH and the User.

PART II — Software Support Services

15. CARETECH Obligations

15.1. CARETECH will provide the Services concerning the support and maintenance of the Software in accordance with the terms of this Agreement.

15.2. CARETECH will ensure that any downtime for the Software is kept to a reasonable minimum and use its best endeavours to ensure that the Software is available to the User, under the provisions of section 5 “Support Time frames”.

16. Exclusions

16.1. CARETECH will provide the Services to maintain the Software in substantial conformity with the descriptions and specifications contained in documentation provided to the User, as amended from time to time.

16.2. The Services required of CARETECH under Clause 16.1 or other provisions of this Agreement do not include:

(a) rectification of defects or errors resulting from any modification of the Software made by any person other than CARETECH or its employees, servants or agents;

(b) rectification of defects or errors resulting from the use of the Software in combination with equipment other than the Equipment;

(c) rectification of defects or errors resulting from any unauthorised users or use of the Software and/or Equipment;

(d) rectification of operating errors;

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(e) rectification of defects or errors or the restoration of Software and/or data resulting from the execution of any unauthorised software or code;

(f) rectification of a fault in the Equipment, unless expressly specified as part of the Services;

(g) any modification of the Software which represents a departure from the descriptions and specifications contained in documentation provided by CARETECH to the User; and

(h) rectification of errors or defects which are the subject of a warranty under another agreement.

17. User’s Obligations

17.1. The User will ensure that CARETECH is provided with full and safe access to the equipment.

17.2. The User will ensure that the Equipment and Software are used in a proper manner by competent and trained employees only or by persons under their supervision.

17.3. The User will cooperate fully with CARETECH personnel in the diagnosis of any alleged non-conformity of the equipment and software.

17.4. The User will make available to CARETECH free of charge all information, facilities and services reasonably required to enable CARETECH to provide the Services effectively.

17.5. The User will provide at all times such telecommunication facilities as are reasonably required by CARETECH for testing and diagnostic purposes at the User’s sole expense, including external modem facilities to allow remote access by CARETECH.

18. Warranties and Indemnities

18.1. CARETECH warrants that it will provide the Services in an efficient and professional manner and that it will observe standards generally observed in the industry for similar services.

18.2. The User warrants it will use its best endeavours to maintain the Software in conformity with specifications provided and to ensure that the documentation remains accurate.

18.3. The User acknowledges that CARETECH does not warrant that the Software can be rendered error-free.

18.4. Subject to this Clause 18, CARETECH makes no warranties, whether express or implied, regarding or relating to any material or Services furnished or provided to the User under this Agreement.

18.5. In no event will CARETECH be liable for any loss of profits, use, business, data or any indirect, special, incidental or consequential damage of any kind in connection with or arising out of the provision of the Services to the User, including any delays unforeseen by CARETECH in the provision of the Services.

18.6. In any event, any damage payable by CARETECH to the User will not exceed the Services Charges paid and/or payable by the User within the Initial Term or within any subsequent term of this Agreement.

PART III — Preventative Maintenance


19.1. CARETECH will provide the Services for the regular maintenance checks of the Equipment and Software located at the Locations conducted every Check Period.

19.2. CARETECH will ensure that any maintenance downtime for the Equipment and Software is kept to a reasonable minimum and use its best endeavours to ensure that the equipment and software is available to the User.

19.3. CARETECH will make available to the User the Value Add Items listed in Schedule 4 to be provided upon request by the User.

19.4. If during the course of the maintenance checks, the need for non-urgent repairs is identified, CARETECH will provide a written report to the user for approval of repairs to be carried out.


20.1. The User will ensure CARETECH is given full and safe access to the equipment and is provided free or charge with all information, facilities and services reasonably required to enable the Services to be performed effectively.

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21. Urgent Work Outside the Scope of the Services

21.1. The User authorises CARETECH to carry out any urgent or emergency repair or maintenance work outside the scope of the Services on any equipment or Software as deemed to be necessary by CARETECH to the value of the Authority Limit. Where possible, CARETECH’s technician will seek authorisation prior to carrying out the urgent work. These works are outside the scope of the services and will be invoiced separately. For the purpose of this clause, the events contained in Item 9 of Schedule 1 are considered to be urgent work.

21.2. The User may, by written notice to CARETECH, change the Authority Limit at any time and the new limit is to take effect five (5) Business Days from the date of receiving the said notice.

22. Parts

22.1. Title in replaced parts will vest in CARETECH upon removal and title in replacement parts installed will pass to the User provided there is no default or delay in the payment of the Service Charges or any associated Additional Charges.

22.2. If so requested in writing by CARETECH and agreed, the User will maintain a supply of spare parts of the type and quantity as requested.

23. Exclusions

23.1. CARETECH is not required to provide Services under this Agreement if they relate to:

(a) electrical or environmental adjustment or damage caused by electrical or environmental factors;

(b) relocation of the Equipment;

(c) repair or damage caused by modification of the Equipment or Software by a person other than CARETECH or Agent;

(d) repair or damage arising out of misuse or unauthorised use of the Equipment by the User or any third party;

(e) rectification of defects or errors resulting from any unauthorised users or use of the Software and/or Equipment;

(f) rectification of defects or errors or the restoration of Software and/or data resulting from the execution of any unauthorised software or code;

(g) furnishing accessories; or

(h) cleaning or painting.

23.2. CARETECH may at its option provide services necessary to rectify faults specified in Clause 23.1 for payment of an Additional Charge.


24.1. CARETECH warrants that it will perform the Services in an efficient and professional manner and that it will observe standards generally observed in the industry for similar services.

24.2. The warranty contained in Clause 24.1 is subject to the User having fully complied with its obligations under this Agreement.


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PART IV — Comprehensive Maintenance


25.1. CARETECH will provide the Services for the maintenance of the Equipment, including ongoing maintenance checks every Check Period and the replacement of any faulty or malfunctioning part, Equipment or Software.

25.2. CARETECH will ensure that any maintenance downtime for the equipment is kept to a reasonable minimum and use its best endeavours to ensure that the equipment and software is available to the User.


26.1. The User will ensure CARETECH is given full and safe access to the equipment and is provided free or charge with all information, facilities and services reasonably required to enable the Services to be performed effectively.




27. Parts and Equipment

27.1. Title in replaced parts and equipment will vest in CARETECH upon removal and title in replacement parts installed will pass to the User provided there is no default or delay in the payment of the Service Charges or any associated Additional Charges.

27.2. If so requested in writing by CARETECH and agreed, the User will maintain a supply of spare parts of the type and quantity as requested.

28. Exclusions

28.1. CARETECH is not required to provide Services under this Agreement if they relate to:

(a) electrical or environmental adjustment or damage caused by electrical or environmental factors;

(b) relocation of the equipment;

(c) repair or damage caused by modification of the equipment by a person other than CARETECH;

(d) repair or damage arising out of misuse or unauthorised use of the equipment by the User or any third party;

(e) rectification of defects or errors resulting from any unauthorised users or use of the Software and/or Equipment;

(f) rectification of defects or errors or the restoration of Software and/or data resulting from the execution of any unauthorised software or code;

(g) furnishing accessories; or

(h) cleaning or painting.

28.2. CARETECH may at its option provide services necessary to rectify faults specified in Clause 23.1 for payment of an Additional Charge.


29.1. CARETECH warrants that it will perform the Services in an efficient and professional manner and that it will observe standards generally observed in the industry for similar services.

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29.2. The warranty contained in Clause 24.1 is subject to the User having fully complied with its obligations under this Agreement.



EXECUTED as an AGREEMENT. * SIGNED for and on behalf of CareTech Systems PTY LTD in accordance with its Constitution in the presence of:- ........................................................................................... Authorised Officer ........................................................................................... Full name ........................................................................................... Witness ........................................................................................... Full name Signed for and on behalf of the User in accordance with its Constitution in the presence of:- ........................................................................................... Director / Authorised Officer ………………………………………………………………… Full name ........................................................................................... Witness ........................................................................................... Full name

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