Script Assist Terms of Use
Introduction Sana Life Science Limited (company number 12257367) (“Script Assist”, “we”, “us”) is a company registered in England and Wales with registered office at Lopian Gross Barnett, 1st Floor Cloister House, Riverside, New Bailey Street, Salford, England, M3 5FS.
We are authorised & regulated by the Medicines and Healthcare products Regulatory Agency, Home Office, and the General Pharmaceutical Council. We are governed by the Standards for Registered Pharmacies which can be accessed at the following URL: www.pharmacyregulation.org/standards. We have developed software as a service (“Platform”) and an accompanying web-based application (“App”) which help clients to manage patient records, schedule consultations, order Medicines, and issue prescriptions (“Purpose”) and we may make parts of the Platform and App available (and provide certain ancillary services as described by the Platform or in the Proposal) for the Purpose (together, the “Service”). These terms (together with the documents and materials referred to in them) set out the terms and conditions (“Terms of Use”) upon which you may use this Service and the Platform. Please read these Terms of Use carefully together with all documents and materials mentioned in them before agreeing to a Proposal. If you do not accept these Terms of Use, you will not be able to use our Service, Platform or App. Each Proposal once accepted by us in writing in accordance with clause 3, together with the Terms of Use, forms a legally binding agreement between us (the “Agreement”). If we have not agreed a bespoke Proposal with you, then “Proposal” means: access to the Services for an initial term of one calendar month renewing automatically for successive periods of one month as described in these terms, subject to our standard fees as made available to you by us from time to time. If, when you accept these Terms of Use, you are a customer of ours already, and we have previously agreed an initial term and pricing with you, then the same initial term and pricing applies when you accept these Terms of Use unless we have agreed otherwise.
1 Definitions
1.1 These Terms of Use include terms with special meanings. These terms and their respective meanings are set out in the Glossary in Schedule 1.
2 Configuration and Access to the Services
2.1 When agreeing a Proposal, you do so on behalf of the Client named in the Proposal (“you”, “your”) which enters into the Agreement. Except for your End Users, you may not authorise any Third Party to access and/or use any of the Services.
2.2 Before we provide access to the Platform or App, you agree to follow the on-boarding and registration process (On-Boarding) as detailed in the Set-Up Instructions and otherwise instructed by our accounts team, which may include:
2.2.1 provision by you of appropriate user details, and
2.2.2 procuring branding materials, access, personnel, information, and other assistance reasonably required by us to configure the Platform and supply the Services, and
2.2.3 payment of such fees and expenses (if any) as may be agreed between us to be due in advance, whether as part of the Proposal or otherwise.
2.3 You may start using the Services as soon as we give you access to them, until the end of your Subscription. Time is material but not of the essence for with respect to our supply of the Services. Clinician End Users will not be able to use the Services or prepare or issue prescriptions unless or until they provide and maintain with us accurate and up-to-date details of their insurance, right to prescribe and other materials and information we reasonably require and as otherwise detailed in the Set-Up Instructions.
2.4 It is your responsibility to determine that the Services meet your business requirements and, to the fullest extent permissible by law and without limitation, we give no warranties that the Service will be fit for purpose, of satisfactory quality, uninterrupted or error free save where expressly set out in the Agreement.
3 Formation of Contract
3.1 All Proposals are subject to our receipt of any applicable fees, and acceptance by us by notifying you in writing that we have agreed the Proposal whereupon a legally binding agreement will be formed between you and us.
3.2 Where the terms of a Proposal and these Terms of Use conflict, these Terms of Use shall take precedence.
4 Orders, Price, Payment
4.1 The Fees for the Services will be calculated as set out in the Proposal or otherwise agreed by us. You agree to pay the Fees (plus VAT) from the Commencement Date set out in the Proposal, monthly in advance by such method as we require, or as agreed in the Proposal.
4.2 Where you use the Services to place an order for a multi-disciplinary team review (“MDT Review”) (each an “Order”) the terms of this Agreement, including the following apply to that Order. You cannot place an Order or issue a prescription using the Service unless you (and your End User) meet and continue to meet our On-Boarding requirements and Set-Up Instructions (which require provision of certain information regarding the ability to prescribe medicines).
Orders and Acceptance
4.2.1 Follow onscreen prompts to place your Order. Each Order is an offer by you to purchase an MDT Review, in accordance with these Terms of Use.
4.2.2 Our order process allows you to amend errors before submitting your Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring your order is complete and accurate.
4.2.3 After you place your Order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described below.
4.2.4 Our acceptance of your Order takes place when we send an email to you to accept it (“Order Confirmation”) at which point and on which date a contract for that Order comes into existence between you and us for the MDT Review specified in that Order, under the terms of this Agreement.
4.2.5 If we are unable to accept your Order for any reason, we will inform you of this by email and we will not process your Order.
4.2.6 You may cancel an Order if you notify us prior to the MDT Review being undertaken.
Charges
4.2.7 In consideration of us providing MDT Review, you must pay applicable charges (“Charges”) in accordance with this Agreement.
4.2.8 The Charge for the MDT Review is as quoted through the Services at the time you submit your Order and you are responsible for paying this.
4.2.9 We take reasonable care to ensure prices stated are correct, but will notify you if there is an error prior to accepting your Order.
4.2.10 Our Charges may change from time to time, but changes will not affect Orders already placed.
How to Pay
4.2.11 You are responsible for paying Charges (if any apply; we may offer discounted rates or a certain number of free MDT Reviews to some users) for an MDT Review. We will issue an invoice and take this payment prior to acceptance of your Order.
4.2.12 You are required to pay all amounts due in full without any set-off, counterclaim, deduction or withholding (other of tax as required by law).
Descriptions, Warranties and Timing
4.2.13 Information we provide about medicines will not form part of the contract between us or have any contractual force. Any information provided that is not in the public domain is supplied by the manufacturer of the medicines and we do not attest to, or make any representations as to the accuracy of, such information.
4.2.14 We warrant to you only that the MDT Review will be undertaken using reasonable care and skill.
5 Warranties
5.1 You warrant, represent, and undertake you shall:
5.1.1 comply with all law, regulation, guidelines, and industry codes and not use the Service in any way which may breach (or cause us to breach) applicable law or regulation;
5.1.2 obtain all licences, authorisations, permissions, approvals, clearances, and consents necessary for your use of the Service and the ordering, dispensing, and supply of medicines, including, without limitation, in relation to CQC registration (you acknowledge and agree we are merely a provider of access to the Platform and we accept no responsibility for use thereof or compliance with applicable law or regulation or to any End User or third party, other than to the extent we are required by statutory law);
5.1.3 not use the Service for any unlawful purposes or any purpose other than the Purpose;
5.1.4 ensure the terms of any Order are complete and accurate;
5.1.5 cooperate with us in all matters relating to the Services and in providing the relevant patient information;
5.1.6 provide us with such information and materials we may reasonably require in order to supply the Services and satisfy your Orders, and ensure that such information is complete and accurate in all material respects;
5.1.7 comply with all applicable laws, including health and safety laws;
5.1.8 obtain and maintain indemnity and other insurance cover, as applicable, to ensure that you are fully covered for any liabilities arising from your provision of services to patients, in respect of your use of Services, and in respect of Medicines you order from us;
5.1.9 not do, or omit to do, anything which disparages, defames or puts into disrepute us, our trade marks, goodwill and/or the Service, or which causes us to breach law or regulation; and
5.1.10 be and are fully entitled to enter into and grant all rights granted under this Agreement.
5.2 Subject to the remainder of this Agreement, we warrant that we will provide the Services with reasonable due care and skill in accordance with these Terms of Use.
5.3 We use reasonable efforts to maintain the Service free of viruses and defects but do not warrant or represent that the Service, Platform or App will be entirely secure or defect free, or uninterrupted.
6 Liability
6.1 Except as expressly and specifically provided in these Terms of Use, all warranties, conditions, and other terms implied by statute (including, without limitation, section 3, 4 and 5 of the Supply of Goods and Services Act and any successor legislation) or common law are, to the fullest extent permitted by law, excluded.
6.2 Nothing in this Agreement excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation; breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or any other liability which cannot be excluded by law.
6.3 Our total aggregate liability under or in connection with this Agreement or otherwise (in contract, tort, including negligence, for breach of statutory duty or otherwise), whether foreseeable or not will not exceed a sum equal to the greater of £100,000 and 100% of the amount actually paid by you to us in connection with the provision of the Service to you in the 12 month period preceding the date upon which the latest claim arose.
6.4 We will not be liable under this Agreement for any indirect, special, or consequential losses, or loss of profit, data, revenue, goodwill, reputation, or time. You are responsible for ensuring that details on prescriptions are lawful, correct, and appropriate and that the format and content of prescriptions are acceptable. Information we provide (whether through training, MDT, or otherwise) does not constitute medical advice and is for information only. You agree to ensure your personnel exercise their own judgement and undertake their own investigations independently to corroborate any details, suggestions, or conclusions made available through the Service.
6.5 If performance of our obligations under this Agreement is prevented or delayed by any act or omission of you, your Affiliates, agents, subcontractors, consultants or employees, or End Users we shall not be liable for any costs, liabilities, charges or losses sustained or incurred by you or your Affiliates that arise directly or indirectly from such prevention or delay.
7 Confidentiality
7.1 Each party may have access to Confidential Information from the other party to perform obligations under this Agreement. A party’s Confidential Information shall be deemed not to include information that:
7.1.1 is or becomes publicly known other than through any act or omission of the receiving party; or
7.1.2 was in the other party’s lawful possession before disclosure without obligation of confidentiality;
7.1.3 is lawfully disclosed to the receiving party by a Third Party without restriction on disclosure; or
7.1.4 is independently developed by receiving party without reference to Confidential Information where independent development is supported by documentary evidence; or
7.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
7.2 Each party will hold the other’s Confidential Information in confidence and, unless required by law, a court, or a regulator or other competent authority, not make the other’s Confidential Information available to any Third Party or use the other’s Confidential Information for any purpose other than for the purposes of the Agreement.
7.3 For the avoidance of doubt we may disclose Confidential Information to our employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our rights or carrying out our obligations under the Agreement. We will ensure such employees, officers, representatives, subcontractors or advisers comply with this clause.
7.4 Each party shall take all reasonable steps to ensure the other’s Confidential Information to which it has access is not disclosed by its employees, sub-contractors or agents in violation of these Terms of Use or used for any purpose other than the performance of obligations and exercise of rights hereunder, and shall co-operate with the other party to help regain control of the Confidential Information if it is lost, and prevent further unauthorised use or disclosure of it.
7.5 Neither party shall be responsible for loss, destruction, alteration, or disclosure of Confidential Information caused by a Third Party without the participation and/or knowledge of a party hereto.
7.6 This clause shall survive termination of the Agreement, however arising, for five years.
8 Client Data
8.1 You shall comply with all applicable law and regulation (including, without limitation, the Data Protection Laws) in connection with your use of the Service and the processing of personal data and End User Data.
8.2 If we collect personal data from you, you shall clearly inform the data subjects to whom personal data relates of such collection, provide them with a prominent link to our privacy policy and secure and maintain all consents.
8.3 We shall use reasonable commercial efforts to safeguard Client Data from unauthorised or unlawful processing, or accidental loss, destruction or damage by complying with our internal information security policies.
8.4 When you use some of our Services, we collect personal data directly. This clause explains our responsibilities in relation to the processing of such personal data.
8.5 Where we process personal data on your behalf as part of the Services (as described in the table below) you are the data controller, and we are a data processor.
8.6 You instruct us to process personal data as reasonably necessary for the provision of the Platform and Services and to process data as set out in the table below. The obligations and rights of each controller are as set out in this Agreement.
Subject matter, nature, purpose & duration
The data will be processed using the Platform and App, which are intended to help you do the following, throughout the term of the Agreement:
(a) enter, manage, & record information about your patients, your clinical & admin staff, appointments, tasks, and prescriptions;
(b) write and manage prescriptions;
(c) make the foregoing information and prescriptions available to patients, doctors, and pharmacies;
(d) dispense medicines;
(e) carry out and document remote (using our teleconferencing tools) or in-person consultations with your patients;
(f) make details of your clinicians publicly available in a directory of prescribers where patients may find them;
(g) undertake or assist with (via provision of remote conferencing or messaging functionality) multidisciplinary team (MDT) reviews at the request, and in accordance with instructions, of your clinical personnel.
Categories of data subjects
Your patients, clinical and non-clinical personnel.
Types of data
Name, contact details, health information including medical history, appointment details, audio, video and text transmitted during remote consultations, records of consultations, analyses, diagnoses, tasks, goals, and patient progress, outcomes, and prescriptions.
8.7 You agree we may take a copy of data processed by us in the course of providing the Services and retain and use it for the purpose of carrying out statistical analysis, research, and to improve our Services, provided, in each case, that we render the information anonymous before making any independent use of such data.
8.8 For personal data processed as part of the Services, to the extent we are a data processor, we shall:
8.8.1 only process that data on your documented instructions (including as set out in this Agreement), including in respect of transfers to a country outside of the UK, unless required by applicable laws in which case we shall, to the extent permitted by applicable law, inform you of that legal requirement prior to the relevant processing;
8.8.2 take reasonable steps to ensure the reliability of staff who have access to personal data, ensuring all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;
8.8.3 taking into account the nature, scope, context and purpose of the processing, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) UK GDPR in order to protect against unauthorised or unlawful processing of any personal data, or any accidental loss, destruction or damage of such data;
8.8.4 taking into account the nature of processing and the information available to us, we shall, to a reasonable extent, assist you (at your expense if additional work beyond the scope of providing the Platform is involved): (i) by implementing appropriate technical and organisational measures for the fulfilment of your obligations to respond to requests to exercise data subject rights under Data Protection Laws, and in particular Chapter III UK GDPR; and (ii) to help ensure your compliance with your obligations pursuant to Articles 32 to 36 of UK GDPR;
8.8.5 (to the extent permitted by law) notify you without undue delay on becoming aware of a personal data breach (as defined in the Data Protection Laws).
8.9 We shall make available to you information reasonably necessary to demonstrate compliance with obligations in this clause 8 and allow for and contribute to audits (at your cost), conducted by you or an auditor designated by you. We will maintain a record of processing of personal data where required by Data Protection Laws.
8.10 You generally authorise us to engage subprocessors. We will let you know of changes concerning the addition or replacement of subprocessors and ensure that the arrangement between us and any relevant subprocessor is governed by a written agreement, including, to the extent required by applicable Data Protection Laws: terms offering equivalent protection for personal data as those set out in this clause 8 and meeting requirements of Article 28(3) UK GDPR.
8.11 Taking into account the nature of processing, we shall assist for the purposes of clause 8.8.4 by implementing appropriate and commercially reasonable technical and organisational measures for fulfilment of obligations to respond to requests to exercise data subject rights under Data Protection Laws, including by forwarding to you, within a reasonable time, where appropriate, such requests if we receive them.
8.12 Our obligations pursuant to paragraph 8.8.4 above shall include assisting you (at your expense), upon your documented instruction, without undue delay, to respond to a data subject’s request to exercise their rights: of access; of rectification; of erasure; of data portability; to object to processing; to restriction of processing; and not to be subject to automated individual decision making; in each case as set out at Chapter III UK GDPR.
8.13 To the extent we are a data processor, we shall: (a) notify you within 3 (three) business days if we receive (directly or indirectly from a processor) request from a data subject under any Data Protection Law in respect of personal data of which you are controller unless the data subject has forbidden the notification in which case we shall inform the data subject that we are only able to respond to such request on your instruction; and shall not otherwise respond to such request except on your instructions or as required by applicable law.
8.14 We shall not be liable for any claim brought by a data subject arising from any action or omission to the extent such action or omission resulted from your instructions.
9 Intellectual Property Rights
9.1 Subject to your payment of the Fees, we grant you a personal, non-exclusive, non-transferable right for End Users to access and use the Services solely for the Purpose upon and subject to these Terms of Use. You may not use the Services, App or the Platform for any other purpose without our prior written consent.
9.2 The Service is provided subject to the following:
9.2.1 you shall not (and shall not permit End Users or Third Parties to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt, or make corrections to the Service in whole or in part, except to the extent that such restriction is prohibited by law, or you have our consent.
9.2.2 payment of the applicable Fees.
9.3 We and/or our licensors own all intellectual property rights in and to the Service, the Platform, and the App. Except as expressly stated herein, these Terms of Use do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, designs, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or any related documentation. You agree that, during the term of the Agreement and for 12 months thereafter, you will not (directly or indirectly by working with a third party) develop, offer, or promote, an app or platform which offers functionality or services similar to the Services.P
9.4 You, or your licensors own all intellectual property rights in and to Client Data. You grant us a non-exclusive, perpetual, irrevocable, royalty-free licence to use and reproduce Client Data for the purposes of providing the Service, and (where Client Data is rendered anonymous by us) to provide services to our other clients, and to develop, deliver and improve our Platform and Service.
10 Indemnity
10.1 You shall defend, indemnify and hold us, our Affiliates and their (and our) respective directors and employees harmless against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with: (a) your use (or that of your End Users) of the Services; (b) claims from a third party that use Client Data infringes rights of a third party; (c) your breach of the Agreement; (d) your breach of Data Protection Laws or other law or regulation; and (e) any claim referred to by clause 8.14.
11 Term and Termination
11.1 The Agreement will come into effect on the date of, or specified in, the Proposal, subject to clause 3.1, and shall remain in effect for the initial term specified in the Proposal (or, for 12 months where no such period is specified in the Proposal) (“Initial Term”) and shall automatically renew for a period equal to the Initial Term upon the expiry of any Subscription Period (where each of the Initial Period and any such renewal period shall constitute a “Subscription Period”) unless and until terminated in accordance with its terms.
11.2 Unless agreed otherwise in writing between you and us (for example where an alternative “Notice Period” is agreed in the Proposal), the Agreement may be terminated for convenience by either party giving notice at least one month prior to the expiry of any Subscription Period, provided that such notice shall not expire earlier than the expiry of the then current Subscription Period.
11.3 Notwithstanding anything else contained in these Terms of Use, we may terminate (or, at our option, suspend) the Agreement, Services or part thereof:
11.3.1 immediately on giving notice in writing to you if you fail to pay any sum due to us;
11.3.2 immediately if you or any End Users are removed from the GMC Specialist Register;
11.3.3 immediately on giving notice in writing to you if you are in material breach of any term of the Agreement and, in the case of a breach capable of being remedied, shall have failed to have remedied, within 30 days of receiving notice requiring you to do so.
11.4 If you choose to cancel your Subscription pursuant to the terms of Clause 11.2 you are not entitled to a refund in respect of the remainder of any period in respect of which Fees were paid in advance. If we terminate without cause (which we may do on 90 days’ written notice), we will refund (to the extent you have paid it to us), on a pro-rata basis, the amount of unused Subscription remaining right before cancellation.
11.5 Notwithstanding the above, we may suspend access to any part of the Platform or Service immediately without notice if: (a) you breach this Agreement; (b) your use of the Platform, App or Service has or is likely to have an adverse impact on us, our clients, or any other third party. Suspension in accordance with the foregoing shall not relieve you of any of your liabilities or obligations under this Agreement.
11.6 Any termination howsoever occasioned shall not affect accrued rights or liabilities of either party nor affect the coming into force or continuance of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
12 Force Majeure
12.1 Provided we have complied with the provisions of clause 12.3, we shall not be in breach of the Agreement nor liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under the Agreement that is caused by epidemic, failure of telecommunications network, or any other events outside our reasonable control (“Force Majeure Event”).
12.2 Our performance under the Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.
12.3 We will use reasonable commercial efforts to mitigate the effect of any Force Majeure Event and to carry out our obligations under the Agreement in any way that is reasonably practicable despite the Force Majeure Event and to resume the performance of our obligations as soon as reasonably possible.
13 Variations
13.1 Subject to clause 13.2, we may revise and amend these Terms of Use (and, accordingly, the Agreement) to reflect changes in market conditions, technology, payment methods, the options available in relation to the Services, relevant laws and regulatory requirements, changes in our capabilities and changes in what we are able to obtain from Third Party licensors, and suppliers.
13.2 We may amend these Terms of Use from time to time after giving to you as much as advance written notice as reasonably possible of such amendment and the date upon which it is to be effective. If such amendment materially prejudices your interests under these Terms of Use, you may notify us that you wish to terminate the Agreement, and such termination shall be effective on the date upon which such amendment to these Terms of Use would otherwise be effective between you and us, unless we notify you before that date that such amendment shall not be effective between you and us.
13.3 In addition, you acknowledge that from time to time during the Term we may apply upgrades to the App or Platform, and that such upgrades may, subject to Clause 13.4, change the appearance and/or functionality of the App or Platform.
14 General
14.1 You may not assign or sub-contract the Agreement or rights and obligations thereunder without our written consent. We may assign the Agreement to our Affiliates.
14.2 No failure to enforce rights under the Agreement shall constitute a waiver of such right then or in the future.
14.3 If for any reason a court of competent jurisdiction finds any provision of the Proposal or these Terms of Use, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the economic intent of the parties, and the remainder of these Terms of Use and the Proposal will continue in full force and effect.
14.4 Other than our Affiliates, a person who is not a party to the Agreement has no right or benefit under or to enforce the Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.5 These Terms of Use, including the Schedule, and the Proposal constitute the sole and entire understanding of the parties in relation to the subject matter of the Agreement and supersede all previous agreements, representations and arrangements between the parties (either oral or written) with regard to the subject matter of the Agreement. The parties confirm that they have not entered into the Agreement on the basis of any representations that are not expressly incorporated in these Terms of Use or the Proposal. Each party irrevocably and unconditionally waives any rights it may have to claim damages and/or to rescind the Agreement for any misrepresentation in relation to the subject matter of the Agreement whether or not contained in these Terms of Use or the Proposal or for breach of warranty not contained in the Terms of Use or Proposal unless it made fraudulently. The Agreement may only be amended or supplemented in writing signed by representatives of both parties.
14.6 We are an independent contractor and neither we nor any of our personnel assigned to provide Services to you under this Agreement will be, or be deemed to be for any purpose, an employee or agent of yours.
14.7 We may use subcontractors to provide the Services provided that we remain solely responsible for the Services of such subcontractors.
15 Governing Law and Jurisdiction
These Terms of Use are governed by and construed according to English law and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising therefrom, including both contractual and non-contractual disputes.
SCHEDULE 1 – GLOSSARY
In these Terms of Use, unless the context otherwise requires, the following expressions have the following meanings:
Affiliate means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of this body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being as defined in section 1159 of the Companies Act 2006;
Business Day means any day (other than a Saturday or Sunday) on which banks are open for the conduct of normal banking business in the City of London;
Business Hours means 9.00am to 5.30pm local UK time, on a Business Day;
Client means a subscriber to the Services, as defined in the Proposal;
Client Data means data supplied, input, or uploaded by you or End Users in using the Service;
Commencement Date has the meaning in the Proposal;
Confidential Information means any non-public information, know how, trade secrets or data in any form which is designated as being “proprietary”, “confidential” or “secret” or could reasonably be understood by a reasonable person to be confidential. The term “Confidential Information” shall also include any information not publicly available concerning the products, services (including the Services), finances, personnel or business of a party (and/or, if either party is bound to protect the confidentiality of any Third Party’s information, of a Third Party);
Data Protection Laws means data protection legislation from time to time in force in the UK including the UK GDPR, Data Protection Act 2018, Privacy and Electronic Communications Regulations 2013, and any successor legislation.
End User means those end users (including your clinicians, and patients) authorised by you to access and use the Services via the Platform and App in accordance with these Terms of Use;
Fees includes Subscription fees, together with any other on- boarding, support, customisation, and any itemized fee (such as per- prescription and other fees as set out in our rate card from time to time) along with any other fees referred to in the Proposal;
Proposal means an offer to us to Subscribe to any one or more of the Services by submitting a request for Services;
Platform, Purpose and App have the meanings given to them in the introduction.
Service(s) means any one or more of the online services described in the Proposal and available through the Platform or App, but excluding any improvements or additional functionality we develop from time to time;
Service Data means metadata and other data derived from use of the Service (for example analytics data about how often people use the App to help us improve it);
Set-Up Instructions means the instructions for setting up the Services as set out in the Proposal or otherwise notified by us to you in writing;
Subscription means the relevant fee(s) (plus applicable taxes) payable to us by you, a Client, to access one or more of the Services;
Subscription Period has the meaning ascribed to it in clause 11;
Term means the duration the Agreement is in force;
Third Party means any legal person other than you and us;
you/your/yours means the Client;
The headings in these Terms of Use do not affect their interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of these Terms of Use.
Unless the context otherwise so requires:
1. references to statutory provisions include those statutory provisions as amended or re-enacted; and
2. references to any gender include all genders.
3. Words in the singular include the plural and in the plural include the singular.
4. The word, “including” shall be deemed to mean, “including, without limitation” and shall not limit the types or categories to the information or items following such types or categories.