Terms and conditions

MAESTrO Subscriber agreement

Subscriber Acknowledgement – Third Party Databases

I/We acknowledge that by signing the subscriber application I/we and the Authorised Users have read and understood the licences, agreements and terms and conditions of:

Therapeutic Goods Administration Product Information and Consumer Medicine Information Database – available at https://www.ebs.tga.gov.au
THE AUTHORISED USERS USE OF MAESTRO ARE SUBJECT TO THE TERMS AND CONDITIONS WHICH FOLLOW. BY SIGNING THE SUBSCRIBER APPLICATION FORM THE SUBSCRIBER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS.
IMPORTANT NOTICE – THE SUBSCRIBER IS RESPONSIBLE FOR NOTIFYING WONDER DRUG IN RESPECT OF ANY CHANGE TO THE AUTHORISED USERS (SEE CLAUSE 6 OF THE SUBSCRIBER AGREEMENT BELOW).

The Subscriber has sought the services of Wonder Drug to gain access to the Maestro Database for its Authorised Users. This Subscriber Agreement, together with the Terms and Conditions, form a binding agreement between the Subscriber and Wonder Drug:

1.Definitions and Interpretation

1.1Definitions
  1. “Authorised Users” means a person who is authorised by the Subscriber to use the Maestro Subscription in accordance with this Subscriber Agreement.
  2. “Commencement Date” means the date of acceptance of the Subscriber’s application by Wonder Drug.
  3. “GST” and “GST Law” have the meanings used in the A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time) or any replacement or other relevant legislation and regulations and including all applicable rulings.
  4. “Maestro” means the Maestro Database, equipment, website, software applications, programs and services provided by Wonder Drug.
  5. “Maestro Database” means the equipment, programs and services provided by Wonder Drug to allow the Subscriber electronic access to information held in the Databases.
  6. “Maestro Subscription” means the subscription provided by Wonder drug to access the Maestro Database.
  7. “Nominated Representative” means the nominated representative listed in the Subscriber Application Form.
  8. “Subscriber” means the subscriber listed in the Subscriber Application Form.
  9. “Subscriber Agreement” means this subscriber agreement.
  10. “Subscriber Application Form” means the application form completed by the subscriber at page one (1) of this Subscriber Agreement.
  11. “Subscription Fee” means the fee for the Maestro Subscription disclosed by Wonder Drug in the Subscriber Application Form.
  12. “Subsequent Commencement Date” means a commencement date of a further term(s) pursuant to Clause 4.
  13. “Terms and Conditions” means the terms and conditions annexed to this Subscriber Agreement.
  14. “Wonder Drug” means Wonder Drug Consulting Pty Ltd (ACN163 327 348).
1.2Interpretation

In this Subscriber Agreement unless the context otherwise requires:

  1. words importing the singular include the plural and vice versa;
  2. words importing any gender include the other genders;
  3. references to persons include corporations and bodies politic;
  4. references to a person include the legal personal representatives, successors and assigns of that person;
  5. an obligation incurred by two or more parties shall be enforceable against them jointly and severally;
  6. the Clause headings or sub-headings shall not be deemed to be part of this Agreement and shall not be used in its interpretation or construction; and
  7. unless otherwise stated, all prices in this Subscriber Agreement are in Australian dollars.
  8. references to legislation is a reference to that legislation as amended, re-enacted or replaced and includes subordinate legislation and regulations relating thereto.
2Subscription
  1. The Subscriber wishes to subscribe to the Maestro Database for the purpose of enabling its Authorised Users to gain access to readily available information, which is relevant to the Subscriber’s business.
  2. Wonder Drug agrees to provide the Subscriber with a non-exclusive licence to access the Maestro Database on the terms of this Subscriber Agreement and the Terms and Conditions for the Term of the Maestro Subscription.
  3. The Maestro Subscription shall only apply to the relevant Maestro Database(s) listed in the Subscriber Application Form.
3Term of Subscription
  1. This Subscriber Agreement shall operate for a period of twelve (12) months commencing from the Commencement Date, or a Subsequent Commencement Date (“the Term”).
  2. Wonder Drug shall provide the Authorised Users with the Maestro Password and facilitate access to the Maestro Database prior to or on the Commencement Date, for the sole use of the Subscriber and the Authorised Users.
4Subscription Fee and Renewal
  1. The Subscriber acknowledges that it has paid the Subscription Fee to Wonder Drug, prior to or on the Commencement Date, or a Subsequent Commencement Date. In the event that the Term has commenced prior to payment of the Subscription Fee, then the Subscription Fee is a debt due and payable immediately by the Subscriber to Wonder Drug.
  2. The Subscriber acknowledges that the Subscription Fee is inclusive of a 10% GST amount. In the event that the GST Law requires Wonder Drug to collect GST from the Subscriber, then Wonder Drug shall remit the GST to the Australian Taxation Office in the ordinary course of its business. In the event that the Subscription Fee is deemed GST free by Wonder Drug, then Wonder Drug shall be entitled to retain the 10% GST amount included in the Subscription Fee.
  3. Wonder Drug shall send the Subscriber a renewal notice approximately thirty (30) days prior to the end of the current Term (“Renewal Notice”). The Subscriber must notify Wonder Drug in writing prior to the end of the current Term if it does not intend to renew this Subscription Agreement for a further term.
  4. If the Subscriber does not notify Wonder Drug pursuant to Clause 4(c), that it is not renewing the term, then the Subscriber agrees to extend the Term for a further twelve (12) months and the Subsequent Commencement Date will be the date following the expiration of the current Term.
  5. For the purposes of further Terms, pursuant to this Clause 4, the Subscription Fee shall be that amount as disclosed by Wonder Drug to the Subscriber in the Renewal Notice.
  6. Wonder Drug reserves the right to make necessary changes to this Subscriber Agreement at its discretion, during the Term(s), and shall provide the Subscriber with at least thirty (30) days prior written notice.
  7. This Subscriber Agreement and the Terms and Conditions shall apply during a further Term, with any necessary modifications (‘mutatis mutandi’).
5Major Maestro Upgrades
  1. Wonder Drug reserves the right to undertake major system and feature upgrades to the Maestro Database.
  2. The Subscription Fee due and payable, by the Subscriber, at the Commencement Date or a Subsequent Commencement Date, will enable the Subscriber access to that version of the Maestro Database in place at the Commencement Date, or Subsequent Commencement Date as the case may be.
  3. The Subscriber may request to extend this Subscriber Agreement to an upgraded version of the Maestro Database. Wonder Drug will not unreasonably refuse a request to allow the Authorised Users to access an upgraded version of the Maestro Database, but may impose an additional upgrade fee, at its discretion, by prior notice to the Subscriber.
6Authorised Users
  1. The Maestro Subscription is provided to the Subscriber for the personal use of the Authorised Users only, in the context of the Subscriber’s business. All of the Authorised Users must be at least 18 years old.
  2. The Subscriber must provide Wonder Drug with the personal details of all of the Authorised Users prior to or on the Commencement Date.
  3. The Subscriber is wholly responsible for notifying Wonder Drug in the event that a person ceases to be an Authorised Person during the Term.
  4. The Subscriber may replace an existing Authorised User with another person, by request to Wonder Drug. Wonder Drug will not unreasonably refuse a request and a replacement shall be included in the Subscription Fee.
  5. In the event that the Subscriber wishes to increase the number of Authorised Users during the Term, it may request that Wonder Drug increases the number of Authorised Users pursuant to this Subscriber Agreement. Wonder Drug will not unreasonably refuse a request to increase the number of Authorised Users, but may alter the Subscription Fee, at its discretion, by prior notice to the Subscriber.
  6. The Subscriber must ensure that the Authorised User(s) have read and understood the Terms and Conditions and the Subscriber acknowledges that it will be principally liable for the actions of the Authorised User(s).
7Nominated Representative

The Nominated Representative shall be the direct point of communication between Wonder Drug and the Subscriber. The Subscriber is wholly responsible for notifying Wonder Drug if the Nominated Representative changes during the Term.

8Transfer / Assignment
  1. The Subscriber shall not transfer or assign its interest in the Subscriber Agreement, without the prior written consent of Wonder Drug.
  2. The Subscriber must notify Wonder Drug within seven (7) days, in the event that one of the following occurs:
    1. The Subscriber alters its legal status;
    2. The Subscriber changes its legal name;
    3. Any order, determination, appointment regarding the solvency of the Subscriber is made.
9Document Priority

If there is a conflict between a provision of this Subscriber Agreement, the Terms and Conditions and Wonder Drug’s privacy policy, the following order of priority applies:

  1. this Subscriber Agreement;
  2. the Terms and Conditions;
  3. Wonder Drug’s privacy policy.

By using Maestro you agree to be bound by these Terms and Conditions and the Privacy Policy of Wonder Drug Consulting Pty Ltd.

In these Terms and Conditions the following applies:

  1. “Databases” means the contributing databases that hold the information required by Wonder Drug to present the information made available via Maestro.
  2. “Maestro” means the Maestro Databases, equipment, website, software applications, programs and services provided by Wonder Drug.
  3. “Maestro Database” means the equipment, programs and services provided by Wonder Drug to allow the User electronic access to information held in the Databases.
  4. “Maestro Password” means to password provided to the User to access the Maestro Database(s).
  5. “User” means any user of a Maestro website, database or software application and/or the Maestro Database(s) including, but not limited to, a Subscriber and its Authorised Users.
  6. “Wonder Drug” means Wonder Drug Consulting Pty Ltd (ACN 163 327 348).
1User Obligations and Acknowledgements

The User agrees and acknowledges the following:

  1. The User shall only access and use Maestro for their personal use.
  2. The User shall not provide their Maestro Password to any other person.
  3. The User shall not download export or transmit data beyond that permitted in the Maestro Database.
  4. The User shall not re-sell access to the Maestro Database, or provide access to the Maestro Database to any other person.
  5. Maestro uses internet technology to provide information and access relating to the Databases. The User is wholly responsible for ensuring that its technology systems are adequate to operate Maestro.
  6. The User shall be wholly responsible for the use of the Maestro Password, whether authorised or otherwise.
  7. Wonder Drug reserves the right to change, or require the User to change, the Maestro Password every ninety (90) days or at any other time reasonably required.
2Interruption to Service
  1. Wonder Drug does not warrant or represent that the User’s access to Maestro will be uninterrupted.
  2. Wonder Drug shall use its best endeavours to enable the User access to Maestro. However, Wonder Drug reserves the right to interrupt access to Maestro, as it deems reasonably necessary.
3Maestro Variations
  1. Wonder Drug reserves the right to vary, change or discontinue any feature of Maestro including, but not limited to, content, accessibility, layout, equipment and these Terms and Conditions.
  2. The User agrees to and accepts any variation effected pursuant to Clause 3(a).
  3. It is the User’s obligation to inform itself of any variations pursuant to Clause 3(a).
4Intellectual Property and Copyright
  1. The User acknowledges that it does not acquire any proprietary rights in the information provided via Maestro, the Databases or other third party information provided via Maestro.
  2. Maestro is the trademark of Wonder Drug. The User may access third party trademarks and intellectual property through the Databases and other third party mediums via Maestro. The User acknowledges and agrees that it is not authorised to reproduce or utilise Wonder Drug’s, or a third party’s, intellectual property for any purpose other than described in these Terms and Conditions.
  3. Clause 4(b), shall not apply where the User has express permission or authority to use a third party’s intellectual property, pursuant to an agreement other than these Terms and Conditions.
  4. The User agrees and acknowledges that it shall not access Maestro for the purpose of replicating, re-creating or reverse engineering the Maestro concept, in which Wonder Drug holds both proprietary and moral rights. The User acknowledges that it shall be liable for any loss and damage, including consequential loss (i.e. loss of profit), arising from a breach of this Sub-Clause.
5Privacy
  1. The User acknowledges that it has read the privacy policy of Wonder Drug, in respect of Maestro. The privacy policy is incorporated into these Terms and Conditions by reference.
  2. Wonder Drug will collect and retain the personal information provided by the Users for Maestro purposes only, unless Wonder Drug is compelled to disclose such information at law.
  3. Wonder Drug does not guarantee the protection of the User’s personal information against third parties. The User acknowledges that Maestro, and the User’s personal information, may be accessed by third parties, for which Wonder Drug shall not be responsible.
  4. Notwithstanding Clause 5(b), Wonder Drug may use the User’s personal information for usage monitoring and direct marketing purposes in respect of Maestro and other Wonder Drug products and services. In the event that the User does not wish to receive marketing material from Wonder Drug, it must notify Wonder Drug in writing.
6Wonder Drug Support Service
6.1Telephone
  1. Wonder Drug shall provide the User with the Maestro telephone support number, as soon as reasonably practicable after the User has been provided with the Maestro Password.
  2. Wonder Drug shall endeavour to provide the User with telephone support during the hours of 8:00 a.m. and 6:00 p.m. (AEST) Monday to Friday (excluding public holidays in New South Wales, Australia).
6.2Email
  1. Wonder Drug shall provide the User with the Maestro email address, as soon as reasonably practicable after the User has been provided with the Maestro Password.
  2. Wonder Drug shall endeavour to provide the User with email support during the hours of 8:00 a.m. and 6:00 p.m. (AEST) Monday to Friday (excluding public holidays in New South Wales, Australia).
  3. Wonder Drug shall use best endeavours to respond to an email query of the User within one (1) business day of receipt of the User’s email query.
6.3Security
  1. The User acknowledges that it will be required to re-login to the Maestro Database(s) following five (5) minutes of inactivity of the User.
  2. Wonder Drug will use best endeavours to ensure the security of Maestro and reserves the right to suspend Maestro and suspend the Maestro Password(s), in the event that it suspects a potential breach of security in respect of Maestro.
7Third Party Websites and Databases
  1. The User acknowledges that Wonder Drug uses the Databases and other third party mediums to provide Maestro.
  2. The User acknowledges that it has, from time to time, read the terms and conditions relating to all of the Databases and other third party mediums provided via Maestro.
  3. The User, is wholly responsible, and indemnifies Wonder Drug, for any breach of third party terms and conditions as a result of the User’s access to Maestro, whether authorised or otherwise.
8Wonder Drug Liability
  1. The User agrees and acknowledges that Wonder Drug will not be liable to the User for anything, whatsoever or howsoever caused, relating to Maestro, except to the extent that Wonder Drug cannot exclude liability at law.
  2. In addition to Clause 8(a), the User agrees and acknowledges that it shall indemnify Wonder Drug in respect of any third party claim, action, proceeding, demand or other matter arising from, directly or indirectly, the User’s use of Maestro.
  3. For the purposes of Clauses 8(a) and 8(b), the exclusion of liability and indemnity shall cover, but are not limited to the following:
  4. Negligence of Wonder Drug;
  5. Incorrect or non-current information provided via Maestro;
  6. Incorrect or non-current information provided via the Databases or other third party mediums;
  7. General information not correctly applied to the User’s particular needs or circumstances.
  8. The User acknowledges that the Maestro Database is updated frequently. Whilst best endeavours are made to ensure that the information provided via Maestro is current and timely. Wonder Drug shall not be liable for any delay or non-currency in respect of the information provided.
  9. The User agrees and acknowledges that it is wholly responsible for assessment and application of the information provided via Maestro, when considering the User’s circumstances.
9Termination and Suspension
9.1Suspension by Wonder Drug

Wonder Drug may temporarily suspend the Maestro Password of a User, in the event that Wonder Drug considers that there may have been a potential breach of these Terms and Conditions by the User. The length of suspension shall be reasonably applied at Wonder Drug’s discretion to ensure that any potential breach is properly investigated. The User agrees and acknowledges that there shall be no refund of any fee paid to Wonder Drug, in the event that Wonder Drug suspends the Maestro Password of the User.

9.2Termination by Wonder Drug

Wonder Drug may immediately terminate the Maestro Password of a User at any time if the User is in breach of these Terms and Conditions. The User agrees and acknowledges that there shall be no refund of any fee paid to Wonder Drug, in the event that Wonder Drug terminates the Maestro Password of the User.

9.3Termination by Subscriber

The User may terminate the User’s Maestro Password at any time, by giving prior written notice to Wonder Drug. The User agrees and acknowledges that there shall be no refund of any fee paid to Wonder Drug, in the event that the User terminates their Maestro Password.

10Disputes
  1. A party claiming that a dispute has arisen under these Terms and Conditions (“Dispute”), must notify the other party giving details of the Dispute. The parties agree to attempt to resolve the Dispute in the spirit of good faith on a commercially realistic basis by negotiation or mediation for at least 14 days from the date of the notice giving details of the Dispute, before commencing any legal proceedings in relation to the Dispute.
  2. Any Dispute, which cannot be settled by negotiation between the parties, must be referred for determination by a person appointed for that purpose by the parties and failing agreement, appointed by the President of the Institute of Arbitrators and Mediators Australia (Victorian Division).
  3. Any arbitration or dispute resolution process conducted pursuant to Clause 10 shall be conducted in Melbourne, Australia and shall be conducted in English.
  4. Any determination made under Clause 10(b) is binding on the parties and the Commercial Arbitration Act 2011 (Vic) applies to the determination except to the extent otherwise agreed by the parties.
11This Agreement

These Terms and Conditions constitute the whole agreement between Wonder Drug and the User and supersedes all prior representations, agreements, statements or understandings, whether verbal or written, unless otherwise expressly stated in writing.

12Waiver

No action of Wonder Drug shall constitute a waiver of these Terms and Conditions, unless expressly stated in writing from Wonder Drug to the User.

13Severability

Any provision of these Terms and Conditions that is voidable at law is severable from the remainder of the Terms and Conditions.

14Governing Jurisdiction

These Terms and Conditions are governed by the laws of the state of Victoria, Australia notwithstanding the location or domicile of the User.