Terms of Use

CLINIC-ASSIST, SOFTWARE AS A SERVICES LICENCE AGREEMENT

PLEASE READ THE TERMS OF THIS LICENCE CAREFULLY

1. ABOUT CLINIC-ASSIST AND THESE CONDITIONS

1.1. Clinic-Assist is an online platform that enables Authorised Users (as defined in clause 2.1) to manage various aspects of an occupational health practice, including appointments, staff rotas and patient records, stock control, invoicing and reporting (the “Software”). The Software can be accessed through www.clinic-assist.co.uk (the “Site”).

1.2. The Software and the Services (as defined in clause 2.1) are provided by Computer Service Centre Ltd, a company incorporated and registered in England and Wales with company number 04517529 whose registered address is at 19 Meridian Way, Norwich, Norfolk NR7 0TA (the “Supplier”, “we”, “us”, “our”), or such other of the Supplier’s Group Company in accordance with clause 5.10. The Supplier’s registered VAT number is GB 799 5214 74.

1.3. These Conditions set out the terms and conditions on which you may access and use the Software and the Services. By clicking on the “Accept” button, you hereby agree to and accept these Conditions. Before you accept these Conditions, we strongly recommend that you print and read them in detail. If you access and use the Software and the Services, you must comply with these Conditions at all times.

1.4. We may amend, vary, delete or add to these Conditions from time to time at our sole discretion. If we amend these Conditions, we will notify you when you next access the Site or the Software. Any amendment to these Conditions or new terms and conditions for the Software and the Services may be displayed on-screen, and you may be required to read and accept them to continue your use of the Software and/or the Services.

1.5. If you are entering into the agreement on behalf of a company or other body corporate, you hereby warrant and represent that you have the authority to bind that entity to these Conditions.

1.6. The terms of our privacy policy from time to time are available at www.clinic-assist.co.uk and shall be deemed as incorporated into this agreement.

1.7. Compatible Web Browsers. The Software is compatible with the latest two versions of Internet Explorer, Microsoft Edge, Google Chrome, Mozilla Firefox and Safari from time to time. When using the Software, please ensure that you are using one of these compatible web browsers. We will not be responsible for use of the Software on any version of any web browser that is not one of those listed above.

2. INTERPRETATION

2.1 The definitions and rules of interpretation in this clause apply to these Conditions (unless the context otherwise requires):

“Administrator”: has the meaning given in clause 4.1.

“Applicable Laws”: all regional, national and international laws, regulations and standards applying to the person or circumstances in question, including standards imposed by or notices issued by any governmental or regulatory authorities and all generally applicable industry standards, including those attributable to self-regulation.

“Authorised Users”: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Software, the Services and the Help Files, as further set out in clause 4.

“Business Day”: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Control”: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

“Client”: any person, firm or company who purchases User Subscriptions in order to enable Authorised Users to access and use the Software, the Services and the Help Files.

“Client Data”: the data inputted by the Client and/or Authorised Users in the Software.

“Commencement Date”: the date on which the Client first clicks to accept these Conditions.

“Conditions”: these terms and conditions as amended from time to time.

“Confidential Information”: all information (including all oral and visual information, and all information recorded in writing or electronically, or in any other medium or by any other method) disclosed to, or obtained by, one party from the other party or a third party acting on that other party's behalf including without limitation:

(a) any information relating to the business of either party or its Group Companies including: any ideas; business methods; finance; prices, business, financial, marketing, development or manpower plans; customer lists or details; supplier lists or details; computer systems and software; products or services; know-how; trade secrets; processes; marketing opportunities; other matters connected with the products or services manufactured, marketed, provided or obtained by either party or its Group Companies; information concerning either party's or its Group Companies' relationships with actual or potential clients, customers or suppliers; and

(b) any other information so disclosed or obtained and which has been stated to be confidential. “Data Controller”: shall have the meaning given in the Data Protection Legislation.

“Data Processor”: shall have the meaning given in the Data Protection Legislation.

“General Data Protection Regulation ”: (EU) 2016/679 , and all applicable laws and regulations relating to processing of Personal Data and privacy, as each are amended, updated or replaced from time to time, and including where applicable any guidance and/or codes of practice issued by the Article 29 Working Party, the European Data Protection Board, the supervisory regulatory authority responsible for the enforcement of the Data Protection Legislation (including the Information Commissioner’s Office and its successors) as may be replaced or revised from time to time, or other relevant regulator and/or Government department in relation to applicable data protection law.

“Data Subject”: shall have the meaning given in the Data Protection Legislation.

“Fees”: the licence fees payable by the Client to the Supplier in accordance with clause 10.

“Group”: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.

“Group Company”: in relation to a company, any member of its Group.

“Help Files”: the help files and user instructions for the Software made available to the Client by the Supplier online through the Software.

“Intellectual Property Rights”: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

“Normal Business Hours”: 9.00 a.m. to 5.00 p.m. local UK time, each Business Day.

“Personal Data”: personal data as defined by the Data Protection Legislation.

“Services”: the subscription services for the Software provided by the Supplier to the Client under this agreement, as more particularly described in the Help Files and on the Site.

“Site”: the website as set out in clause 1.1.

“Software”: the online software platform provided by the Supplier as part of the Services, as more particularly described in clause 1.1.

“Subscription Term”: has the meaning given in clause 15.1.

“Support Hours”: 6.00 a.m. to 10.00 p.m. on each Business Day, 8.30 a.m. to 5.30 p.m. on each Saturday and Sunday.

“Support Services Policy”: the Supplier's policy for providing support in relation to the Software and the Services as made available at www.clinic-assist.co.uk or such other website address as may be notified to the Client from time to time.

“User Subscriptions”: the user subscriptions purchased by the Client pursuant to clause 4, which entitle Authorised Users to access and use the Software, the Services and the Help Files in accordance with these Conditions.

“Virus”: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2.2 In these Conditions, unless the context otherwise requires:

(a) clause headings shall not affect the interpretation of this agreement;

(b) a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality);

(c) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;

(d) a reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006;

(e) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;

(f) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;

(g) a reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement;

(h) a reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision;

(i) a reference to writing or written includes e-mail; and

(j) references to clauses are to the clauses of this agreement.

3. THE LICENCE

3.1 Subject to the Client complying with these Conditions and making payment of the Fees, the Supplier hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable right to permit the Authorised Users to access and use the Software, the Services and the Help Files during the Subscription Term solely for the Client’s internal business operations.

3.2 These Conditions shall apply to this agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.3 Any advertising or promotional material produced by the Supplier in relation to the Software and/or the Services and any descriptions or illustrations of the Software and/or the Services are produced for the sole purpose of giving an approximate idea of the Software and/or the Services, and shall not form part of this agreement nor have any contractual force.

4. USER SUBSCRIPTIONS

4.1 The Client may purchase User Subscriptions to give access to and use of the Software, the Services and the Help Files to Authorised Users. The Client acknowledges and agrees that the person who purchases the initial User Subscription, by creating an account through the Site, shall be a person who is authorised to be an administrator of the User Subscriptions (the “Administrator”). The Client acknowledges and agrees that the Administrator may create further administrator accounts, which will grant equivalent access to and use of the Software as that granted to the Administrator. The Client warrants that any Administrator(s) shall have authority to bind the Client in respect of any matter relating to the Software and/or the Services under this agreement. The Administrator may at any time during the Subscription Term purchase additional User Subscriptions to give additional Authorised Users access to and use of the Software, the Services and the Help Files in accordance with these Conditions. The Administrator may set different permissions and access in respect to the Software and the Services for each Authorised User.

4.2 The Client acknowledges and agrees that:

(a) the Supplier may rely on an Administrator having the authority to bind the Client (as set out in clause 4.1);

(b) where a person holds themselves out as being an Administrator, the Supplier shall be entitled to act on the basis that the person is an Administrator; and

(c) the Supplier shall have no liability or responsibly in connection with any act or omission of any person who holds themselves out as being an Administrator.

4.3 On the purchase of a User Subscription, the Client shall provide the relevant Authorised User with log-in details to enable that Authorised User to access and use the Software, the Services and the Help Files. 4.4 In relation to the Authorised Users, the Client undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Software, the Services and the Help Files shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User. The Client acknowledges and agrees that each User Subscription shall be personal to the applicable individual Authorised User;

(c) it will not allow or suffer any User Subscription to be transferred or assigned by an Authorised User to another person at any time;

(d) each Authorised User shall keep the log-in details for the use of the Software, the Services and Help Files confidential, safe and secure at all times and shall not disclose such log-in details to any third party. The Client acknowledges that the undertaking in this clause 4.4(d) shall be a strict condition of these Conditions, on the basis that such log-in details shall entitle the Authorised User to access the Client Data, which may include personal data (including sensitive personal data) within the meaning of the GDPR;

(e) it shall permit the Supplier to audit the use of the Software and the Services in order to establish the identity of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;

(f) if any of the audits referred to in clause 4.4(e) reveal that any log-in details have been provided to any individual who is not an Authorised User or that log-in details are being used by more than one individual, then without prejudice to the Supplier's other rights, the Client shall be entitled, without liability to the Client, to promptly disable such log-in; and

(g) if any of the audits referred to in clause 4.4(e) reveal that the Client has underpaid Fees to the Supplier (including, without limitation, where more than one individual is using the same log-in details), then without prejudice to the Supplier's other rights, the Client shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with its then current Fees within 5 Business Days of the date of the relevant audit.

4.5 The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software and/or the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) in a manner that is otherwise illegal or causes damage or injury to any person or property, and the Supplier reserves the right without liability or prejudice to its other rights to the Client to disable the Client's access to the Software, the Services and/or the Help Files if it is in breach of this clause 4.5.

4.6 The Client shall not:

(a) except as may be allowed by any Applicable Law(s) which are incapable of exclusion by agreement between the parties:

(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Help Files (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(b) access all or any part of the Software, the Services and/or Help Files in order to build a product or service which competes with the Software, the Services and/or the Help Files;

(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the available the Software, the Services and/or Help Files to any third party except the Authorised Users;

(d) use the Software or the Services in any way that could damage, disable, overburden, impair or compromise the Supplier’s systems or security or interfere with other users of the Software and/or the Services;

(e) collect or harvest information or data or attempt to decipher any transmissions to or from the servers running the Software; or

(f) attempt to obtain or assist third parties in obtaining access to the Software, the Services and/or Help Files.

4.7 The Client acknowledges and agrees that the Client, its Authorised Users and its end user customers shall have the ability to create dynamic questionnaires or forms within the Software to be made available to third parties. The Supplier does not have any control over the content of such dynamic questionnaires or forms. The Client shall not, and shall procure that its Authorised Users and end user customers shall not, include any question(s), material or information on the dynamic questionnaires or forms which is or are (in the Supplier’s reasonable opinion) inappropriate or otherwise unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or racially or ethnically offensive. The Supplier shall not be liable for the Client’s failure to comply with this clause.

4.8 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software, the Services and/or the Help Files and, in the event of becoming aware of any such unauthorised access or use, immediately notify the Supplier in writing.

4.9 The rights provided under this clause 4 are granted to the Client only, and shall not be considered granted to any member of the Client’s Group.

5. SOFTWARE AND SERVICES

5.1 The Supplier shall, subject to payment of the Fees, make available the Software, the Services and the Help Files to the Client on and subject to the terms of this agreement.

5.2 Subject to clauses 5.3 and 5.4, the Supplier shall use all reasonable commercial endeavours to ensure that the uptime of the Software is 99.999%, 24 hours a day, seven days a week.

5.3 The Supplier shall be entitled to carry out planned maintenance outside of Normal Business Hours by giving five days’ notice to the Client (by way of on-screen notification on the Site or otherwise) in advance.

5.4 The Supplier shall be entitled to carry out unscheduled maintenance at any time in the case of an emergency or any unforeseen circumstances that affect the Software and/or the Services. In these circumstances, the Supplier shall use its reasonable endeavours to give the Client as much notice in advance as possible, but where this is not reasonably practicable, the Supplier shall be under no obligation to provide any notice in advance.

5.5 The Supplier will, as part of the Services and at no additional cost to the Client, during the Subscription Term provide the Client with the Supplier's standard customer support services during the Support Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.

5.6 The Supplier shall use its reasonable endeavours to release any patches or bug fixes for the Software. Any repairs that the Supplier undertakes will be at its sole discretion and may be depending on the Client making available all the information that may be necessary to enable the Supplier to remedy the defect or fault, including sufficient information to enable the Supplier to recreate the defect or fault.

5.7 The Client acknowledges and agrees that the Supplier shall not as part of the Services provide medical, health care or related professional advice.

5.8 The Client acknowledges and agrees that the Supplier at any time may update or amend aspects of the functionality of the Software at its sole direction.

5.9 If the Client has registered through the Site for a trial version of the Software and the Services, the Client shall only have access to and use of the Software and the Services for the specified period of the trial (the “Trial Period”). The Client acknowledges that it must purchase a User Subscription or User Subscriptions before expiry of the Trial Period in order to retain access to any Client Data input or developed during the Trial Period. If the Client does not purchase a User Subscription or User Subscriptions before expiry of the Trial Period, the Client shall not have access to the Client Data input or developed using the Software during the Trial Period. For the avoidance of doubt, any access to or use of the Software and/or the Services during the Trial Period shall be subject to these Conditions (where applicable).

5.10 The Client acknowledges and agrees that any of the Supplier’s obligations pursuant to this agreement may be provided by or through any of the Supplier’s Group Companies.

6. CLIENT DATA AND DATA PROTECTION

6.1 The Client shall own all right, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data.

6.2 The Supplier shall follow its archiving procedures for Client Data as set out in its back-up policy as may be operated from time to time. This back-up policy may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier in accordance with its archiving procedures. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.

6.3 The Supplier shall, in providing the Software and the Services, comply with its Privacy Policy relating to the privacy and security of the Client Data available at www.clinic-assist.co.uk/privacy or such other website address as may be notified to the Client from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

6.4 If the Supplier processes any Personal Data on the Client's behalf when performing the Supplier’s obligations under this agreement, the parties hereby record their intention that the Client shall be the Data Controller and the Supplier shall be a Data Processor.

6.5 The parties acknowledge that, in carrying out its obligations under this agreement, the Supplier may process Personal Data about a Data Subject’s racial or ethnic origin or Personal Data concerning a Data subject’s health, being “special categories of personal data” as defined under the Data Protection Legislation. If any other “special categories of personal data” are to be processed in connection with this agreement, the Client shall promptly notify the Supplier in writing of the type of “special category of personal data” to be processed.

6.6 Each party warrants to the other that it will process the Personal Data in compliance with all Data Protection Legislation.

6.7 The Supplier shall take reasonable steps to ensure that reliability of all of its employees, sub-contractors or consultants who have access to the Personal Data. The Supplier shall ensure that all such persons shall have an obligation of confidentiality to the Supplier.

6.8 The Client warrants and represents that:

(a) the Client has all necessary licences, consents and permissions required under any Applicable Laws (including, without limitation, the Data Protection Legislation) for the Supplier to process Personal Data on behalf of the Client, including (without limitation) any consents relating to the processing of “special categories of personal data” (as the case may be);

(b) the Client is entitled to transfer the relevant Personal Data to the Supplier so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Client's behalf;

(c) the Data Subjects have been informed of, and have given their consent to (where applicable), such use, processing, and transfer as required by all Applicable Laws (including, without limitation, the Data Protection Legislation); and

(d) it shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data, ensure a level of security appropriate to the risk, and protect against its accidental loss, destruction or damage.

6.9 The Supplier warrants that:

(a) it shall process any Personal Data only in accordance with the terms of this agreement and any documented and lawful instructions (including with regard to transfers of Personal Data) reasonably given by the Client from time to time;

(b) it shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data, ensure a level of security appropriate to the risk, and protect against its accidental loss, destruction or damage;

(c) subject to any Applicable Laws, it will delete or return all of the Personal Data to the Client upon termination of this agreement; and

(d) it shall make available to the Client all information necessary to demonstrate compliance with the Data Protection Legislation.

6.10 The Client shall ensure that it complies at all times with any Applicable Laws (including the Data Protection Legislation) in respect of the Client Data.

6.11 The Client acknowledges that the Supplier is reliant on the Client for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by any Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted directly or indirectly from the Client’s instructions.

6.12 The Supplier may authorise a third party (subcontractor) to process the Personal Data provided that the subcontractor's contract:

(a) is on terms which are substantially the same as those set out in this agreement; and

(b) includes an obligation on the subcontractor to ensure that the subcontractor shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data, ensure a level of security appropriate to the risk and protect against its accidental loss, destruction or damage.

6.13 In the event that a Data Subject wishes to exercise their right to data portability under the Data Protection Legislation, the Client may request in writing for the Supplier to deliver the then most-recent back up of the Data Subject’s Personal Data in the Supplier’s possession. The Supplier shall use all reasonable commercial endeavours to deliver the back-up as soon as practicable, provided that the Client has paid all amounts due to the Supplier under this agreement. The Supplier shall deliver the back-up in a format that the Supplier in its sole discretion considers most appropriate (provided that such format shall be structured, commonly used and machine-readable). The Supplier shall be entitled to charge additional fees for the delivery of this Personal Data at its then current standard rates.

6.14 In the event that a Data Subject wishes to exercise their right to erasure under the Data Protection Legislation, subject always to any Applicable Laws, the Client may request in writing for the Supplier to delete (to the extent possible) the Data Subject’s Personal Data in the Supplier’s possession. The Supplier shall use all reasonable commercial endeavours to delete the Personal Data as soon as practicable. The Supplier shall be entitled to charge additional fees for the deletion of Personal Data at its then current standard rates.

6.15 The Client acknowledges that the Supplier shall keep a record of the Client’s activity on the Software (the “Audit Trail”), which shall contain Personal Data. The Supplier shall delete the Audit Trail in respect of an individual Data Subject on deletion of their Personal Data pursuant to the terms of this agreement.

6.16 The Client shall indemnify and keep indemnified the Supplier against all liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or inconsequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with:

(a) any breach of this clause 6;

(b) the Client’s breach or non-compliance with any Applicable Laws in respect of the Client Data; or

(c) any claim against the Supplier or its officers, employees, agents or subcontractors by any third party arising out of or in connection with the Supplier’s processing of Client Data (including any personal data) under this agreement.

7. THIRD PARTY PROVIDERS

The Client acknowledges that the Software and/or Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties and that it does so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website, or any transactions completed, and any contract entered into by the Client with any such third party. Any contract entered into and any transaction completed via any third-party website or otherwise with any third party is between the Client and the relevant third party, and not the Supplier. The Supplier recommends that the Client refers to the third party's terms and conditions and privacy policy prior to using the relevant third-party website or purchasing products or services from third parties. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

8. SUPPLIER'S OBLIGATIONS

8.1 The Supplier undertakes to make available the Software and the Help Files, and provide the Services, with reasonable skill and care.

8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Software and/or Services contrary to the Supplier's instructions, or modification or alteration of the Software and/or the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or where reasonably practicable, provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.

8.3 Notwithstanding any other provisions of this agreement, the Supplier:

(a) does not warrant that the Client's use of the Software will be uninterrupted or error-free, or that the Software, the Services, the Help Files and/or the information obtained by the Client through the Software and/or the Services will meet the Client's requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Software, the Services and Help Files may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing the Software, the Services and/or the Help Files or products and/or services which are similar to those provided under this agreement.

9. CLIENT'S OBLIGATIONS

The Client shall:

(a) provide the Supplier with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by the Supplier; in order to provide the Software and the Services, including but not limited to Client Data, security access information and configuration services;

(b) comply with all Applicable Laws with respect to its activities under this agreement;

(c) carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Software, the Services and the Help Files in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement;

(f) ensure that its network and operating systems comply with the relevant specifications provided by the Supplier from time to time; and

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

10. FEES AND PAYMENT

10.1 The Fees shall be payable by the Client to the Supplier on a monthly basis calculated by reference to the price per User Subscription as at the Commencement Date (or such increased amount pursuant to clause 10.7) and the number of Authorised Users as at the start of each month during the Subscription Term, unless and until the agreement is terminated in accordance with these Conditions.

10.2 The Client shall not at any time reduce or minimise the number of User Subscriptions prior to the start of any month in order to avoid payable the full Fees due under this agreement. If the Supplier becomes aware that the Client is doing so, the Supplier shall invoice the Client for an amount equal to any underpayment calculated by reference to its then current Fees, which the Client shall pay within 14 days of receipt of such invoice.

10.3 The Client shall pay the Fees using one of the following payment methods:

(a) Credit card. The Client shall, on or before the Commencement Date, provide to the Supplier valid, up-to-date credit card details together with any other relevant valid, up-to-date and complete contact and billing details and the Client hereby authorises the Supplier to bill such credit card for the Fees on the first day of each month during the Subscription Term.

(b) PayPal. The Client shall, on or before the Commencement Date, provide to the Supplier valid, up-to-date PayPal account details together with any other relevant valid, up-to-date and complete contact and billing details and the Client hereby authorises the Supplier to deduct from such PayPal account the Fees on the first day of each month during the Subscription Term.

(c) Direct Debit. The Client shall, on or before the Commencement Date, provide all information (including valid and up-to-date bank account details) and take all such steps as may be necessary to properly set up a Direct Debit for the Fees in relation to the Supplier. The Supplier shall notify the Client of the amount to be deducted from its nominated bank account on the first day of each month, and the Client hereby authorises the Supplier to deduct from such bank account the Fees on the fifteenth day of each month during the Subscription Term.

(d) Purchase Order. The Client shall, on or before the Commencement Date, provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and the Supplier shall invoice the Client on the first day of each month for the Fees and the Client shall pay each invoice within 30 days of the date of such invoice.

10.4 The Supplier may refuse to accept payment by way of any one or more of the payment methods set out in clause 10.3 if, in its reasonable opinion, such payment method would be inappropriate in the circumstances.

10.5 If the Supplier has not received payment by the due date referred to in clause 10.3, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Client, disable the Client's (and each of the Authorised User’s) log-in, account and/or access in respect of all or part of the Software and/or the Services and the Supplier shall be under no obligation to provide any or all of the Software or the Services while the outstanding Fees remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current Bank of England base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.6 All amounts and fees stated or referred to in these Conditions:

(a) shall be payable in pounds sterling;

(b) are, subject to clause 14.4(b), non-cancellable and non-refundable;

10.7 All amounts due and payable by the Client under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding.

10.8 The Supplier shall be entitled to increase the Fees by giving not less than 3 months’ prior notice to the Client. If the Client refuses to accept the increase in Fees, this agreement shall automatically terminate immediately before the date on which the increase in Fees would otherwise have applied.

10.9 If the Supplier in its reasonable opinion believes that the amount of Client Data stored on behalf of the Client is excessive in relation to the Fees paid by the Client, the Supplier may charge an additional fee in respect of the storage of Client Data. The Supplier’s fees for storage of such data shall be in accordance with its then current excess data storage fees.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 The Client acknowledges and agrees that all Intellectual Property Rights in the Software, the Services and the Help Files shall belong to the Supplier and/or its third party licensors (as the case may be). Except as expressly provided for in this agreement, nothing in this agreement shall grant the Client any rights or title to, or interest in, any Intellectual Property Rights in the Software, the Services and/or the Help Files.

11.2 To the fullest extent permitted by law, the Supplier shall not be liable to the Client for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or otherwise) arising from the Client’s exercise of the rights granted to it under this agreement.

11.3 The Client shall not do or omit to do or permit to be done any act that will or may weaken, damage or be detrimental to the Intellectual Property Rights in the Software, the Services and/or the Help Files or the reputation or goodwill associated with the same.

11.4 The Client shall indemnify and keep indemnified the Supplier against all liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or inconsequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the Client’s exercise of its rights granted under this agreement, including any claim against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out or in connection therewith.

11.5 The Supplier confirms that it has all the rights in relation to the Software, the Services and the Help Files that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

12. CONFIDENTIALITY

12.1 Both parties will keep confidential and will not divulge to any third party (other than to any of its Group Companies):

(a) the terms of this agreement; or

(b) any Confidential Information of the other party or any of its Group Companies.

12.2 Neither party will use the other party’s Confidential Information for any purpose other than to perform its obligations arising out of or in connection with this agreement. Both parties will ensure that its officers, employees, agents and subcontractors comply with the obligations of confidentiality set out in this clause 12.

12.3 The obligations of confidentiality of this clause 12 will not apply to any part of the Confidential Information which is:

(a) or was already, or has subsequently become, published or publicly available for use or otherwise in the public domain other than as a result of a breach of this agreement or of any confidentiality obligation owed by one party to the other;

(b) disclosed by either party pursuant to a requirement of the law or the lawful requirement of any governmental or other regulatory authority; or

(c) already in a party’s possession at the time of disclosure by the other party other than as a result of a breach of this agreement or of any confidentiality obligation owed by that party to the other.

12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

12.5 The Client acknowledges that details of the Software and the Services, and the results of any performance tests in relation to the Software and/or the Services, constitute the Supplier's Confidential Information.

12.6 The Supplier acknowledges that the Client Data is the Confidential Information of the Client.

12.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

12.8 The obligations of this clause 12 will survive the termination of this agreement.

13. INDEMNITY

The Client shall defend, indemnify and hold harmless the Supplier against all claims, liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or inconsequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the Client's use of the Software, the Services and/or Help Files.

14. LIMITATION OF LIABILITY

14.1 This clause 14 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:

(a) arising under or in connection with this agreement;

(b) in respect of any use made by the Client of the Software, the Services and/or the Help Files or any part of them; and

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

14.2 Except as expressly and specifically provided in this agreement:

(a) the Client assumes sole responsibility for results obtained from the use of the Software, the Services and the Help Files by the Client, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Client in connection with the Software or the Services, or any actions taken by the Supplier at the Client's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by the Applicable Laws, excluded from this agreement; and

14.3 Nothing in this agreement excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier's negligence; or

(b) for fraud or fraudulent misrepresentation.

14.4 Subject to clause 14.2 and clause 14.3:

(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid by the Client during the 3 months immediately preceding the date on which the claim arose.

15. TERM, TERMINATION AND SUSPENSION

15.1 The Subscription Term shall commence on the Commencement Date and automatically renew on a rolling monthly basis for so long as the Client has at least one User Subscription, unless and until terminated in accordance with these Conditions.

15.2 Either party may terminate this agreement by giving the other at least 3 months’ notice in writing.

15.3 With affecting any other right or remedy available to it, the Supplier may suspend the Software and the Services or terminate this agreement with immediate effect by giving notice to the Client if:

(a) the Client fails to pay any amount due under this agreement on the due date for payment;

(b) the Client commits a material breach of this agreement;

(c) the Client commits a persistent breach of this agreement which it fails to remedy (if remediable) within 14 days of being notified by the Supplier of the breach;

(d) the Client commits a breach of clauses 4, 6, 9, 11 or 12; or

(e) there is a change of control of the Client.

15.4 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(e) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(f) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(h) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.4(a) to clause 15.4(g) (inclusive); or

(i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

15.5 On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate;

(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

15.6 On termination of this agreement (for whatever reason), the Client may request in writing within 10 days of the date of termination, for delivery to the Client of the then most-recent back-up of the Client Data in the Supplier’s possession. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Client within 80 days of receipt of such written request, provided that the Client has paid all Fees and any other charges outstanding at and resulting from termination (whether or not due at the date of termination). In these circumstances, the Supplier shall deliver the back-up in a format that the Supplier in its sole discretion considers most appropriate (whether electronically or in hard-copy), taking into account the size of the back-up of the Client Data. The Supplier shall be entitled to charge an additional amount for the delivery or disposal of the Client Data.

15.7 In the event that the Supplier does not receive a written request from the Client under clause

15.6, the Supplier may destroy, delete or otherwise dispose of the Client Data in its possession.

16. FORCE MAJEURE

The Supplier shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, and shall where practicable, notify the Client of such an event and its expected duration.

17. GENERAL

17.1 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.2 Rights and remedies. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17.3 Severance.

(a) If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

(b) If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17.4 Entire agreement.

(a) This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

(b) Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

17.5 Assignment.

(a) The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

(b) The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

17.6 No partnership or agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17.7 Third party rights. Except as expressly stated herein, this agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

17.8 Notices.

(a) Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by e-mail to:

(i) in the case of the Supplier: admin@datapartnerships.co.uk.

(ii) in the case of the Client: the e-mail address provided on setting up an account on the Site.

(b) A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9.00 a.m. on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by e-mail shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

17.9 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Computer Service Centre Ltd trading as Data Partnerships
Registered in England No: 4517529
Registered Office: 19 Meridian Way, Norwich, NR7 0TA
Vat Registration No: GB 799 5214 74

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