When your HCN Authorised application request and payment has been approved, you will have access to the following:
This Agreement contains the complete terms and conditions that apply to you when becoming an approved HCN Authorised IT Service Provider. The purpose of this
Agreement is to established terms and conditions relevant when entering into a partnership between you and Health Communication Network (HCN).
This agreement commences when we notify you that we have accepted your application to participate in the HCN Authorised IT Service Provider Program. By participating
in this Program, you represent to us that you agree to be bound by these Terms and Conditions. These Terms and Conditions make up a legally binding agreement for
your participation in the HCN Authorised IT Service Provider Program
3. Partner Obligations
- "we," "us," and "our" refer to Health Communication Network (HCN).
- "you", "your", â€œpartnerâ€� and "yours" refer to the person mentioned on the HCN Authorised IT Service Provider Program application form and the company they represent at time of active employment.
- â€œHCNâ€�, Health Communication Network, the company hosting and offering the opportunity to apply for membership to the Authorised IT Service Provider Program.
- â€œASPâ€� or â€œProgramâ€�, An abbreviation of the Authorised IT Service Provider program offered by Health Communication Network.
- â€˜Membership Feesâ€™ means the annual amount paid by you to access the ASP program.
- â€˜Shared customerâ€™, A business whom uses both yours and HCNâ€™s services to operate.
- â€˜Productâ€™ refers to a tangible or intangible goods or service that is offered to the market by you as a result of an action or process carried out by you or the company you represent.
4. Gratis Software usage Agreement
- Acceptance to the Program shall not constitute any appointments of employment or agency by HCN and save for the specific rights conferred by this Agreement no further special rights or legal relationship shall be bestowed upon You as a result hereof.
- You warrant that you have the skills and knowledge required to provide IT services to the clients using one or multiple HCN software offerings.
- You understand that you may be required to undergo further training as may be deemed appropriate by HCN to maintain partner status. You acknowledge that any failure to attain or maintain the standard of skill, or undertake the training and development required by HCN may result in removal from the ASP Program.
- You acknowledge that ASP program membership is granted to you and that no other person affiliate to you in any way may represent themselves as a HCN Authorised IT Service Provider.
- Where work is carrying out by third parties, there must be no affiliation to the ASP program used by the 3rd party.
- To use your best efforts to completely satisfy all reasonable shared customer requirements.
- To provide a positive contribution to all shared customer activities and forbear from any form of communication critical of HCN or its software products.
- Partner agrees to satisfactorily respond to any complaints made to HCN concerning the provisioning of your services within 14 days.
- To immediately upon termination hereof return all HCN property and Program related materials to HCN and immediately cease using the Program name or in any manner holding yourself out to be a member of the Program.
- You shall in the description, recommendation or demonstration of any HCN product or service to a potential purchaser only use marketing collateral specifically produced and supplied by HCN in respect of that product or service. You shall not make any representation on your own account concerning the function or operation of that product or service.
- Not do or suggest any conduct to the client that will diminish the value of or attempt to replace or undermine the client paying for HCN Support.
You acknowledge that software made available to you as a benefit of the Authorised IT Service Provider Program;
- Is a â€˜Not for Retail Saleâ€™ software product.
- Must not be sold, given away or transferred or disposed of to any third party or customer.
- The original and any copies of the licensed programs are the intellectual property of Health Communication Network.
- May not under any circumstance be installed on a clientâ€™s network, computer, server, laptop at either the clientâ€™s offices, branches, other business properties or home.
- Is intended for your own use to perform training, implementation planning or to assist a customer in a break fix or how to situation.
You hereby agree to indemnify and hold harmless Health Communication Network from any and all actual or alleged claims, demands, causes of action,
liability, loss, damage, judgments and/or injury (to property or persons, including without limitation wrongful death), whether brought by an
individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local government body or agency,
arising out of or incident to any acts, omissions, negligence, or wilful misconduct of yours, other personnel, employees, agents, contractors, or
volunteers in connection with or arising out of your actions. This indemnification applies to and includes, without limitation, the payment of all
penalties, fines, judgements, awards, decrees, attorney fees, and related costs or expenses, and any reimbursements to you for all legal expenses
and costs incurred by it.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other
during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each
party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
7. Authorised IT Service Provider Logo usage guidelines
- During your membership to the program and for a period of four (4) years thereafter, not to disclose or permit to be disclosed any information (save for that which has clearly become public domain) that has been provided to you in your capacity as a member of the program.
- That any development, discoveries or commercial advantage or intellectual property that shall occur as a result of the provision of information from HCN shall remain the joint property of you and HCN.
Usage of the HCN Authorised IT Service Provider logo is bound by the following terms;
- You acknowledge that the ASP program logo is granted to you and that no other person or company affiliated to you in any way may use a HCN Authorised IT Service Provider logo.
- Authorised IT Service Provider members may only use the ASP logo without a license or additional approval under the following limited circumstances:
- In advertising, marketing collateral, or a website that references your connection with HCN (for example, where the material states that you are an HCN Authorised IT Service Provider)
- Do not use in products, product packaging or other business services for which a formal approval is required.
- If your logo usage requirement falls outside of the guidelines stated within these terms and conditions and you feel your business requires a custom approach, you acknowledge that approval from the HCN partner program manager is required prior to any implementations.
- Colours are not to be altered.
- Black and white version of the logo is permitted for print versions only.
- Do not place the logo on an image in full colour or reverse out.
- Do not try recreate the logo.
- Do not place any text within 10mm of the logo.
- Do not add effects such as shadowing to the logo.
- Do not stretch the logo out of its original proportion.
- Payment of membership fees are required to partake in the HCN ASP program.
- HCN reserve the right to change the membership payment amount based on changes to operational or economic cost.
- ASP Program membership fees are non-refundable or transferable.
Your membership to the Program comes into effect upon acceptance by HCN of the application.
this membership will continue for 1 year unless terminated earlier by HCN for reasons set out below;
- Membership to the Program will be subject to annual renewal fees, either party may terminate on one (1) monthâ€™s notice.
- This Agreement may be terminated prior to completion by HCN forwarding Notice of Termination citing the occurrence of any of the following;
- Breach of any of the conditions provided herein.
- You committing any act of bankruptcy, becoming insolvent or upon the appointment of a Liquidator or Receiver.
This Agreement shall constitute the entire agreement between the parties and may not be varied save by written agreement of the parties. Its implementation shall be governed by the laws of the state of New South Wales and any action arising from its operation shall be heard in Sydney. No course of conduct or inaction by HCN herein shall be deemed as waiver of any of its rights under the Agreement.