General Terms and Conditions

1. Interpretation

1.1  The definitions and rules of interpretation in this clause apply in the agreement between the Supplier and the Customer. 

 “Authorised Users“ 

the Customer and those agents and independent contractors of and professional advisers to the Customer who are authorised by the Customer to have access to the Services and the Documentation on behalf of the Customer, as further described in clause 2.2.4; 

“Business Day“ 

a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; 

“Confidential Information“ 

information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9; 

“Contract Details” 

the details set out in the form headed “Contract Details” signed by the Customer and the Supplier and which form part of the agreement between the Customer and the Supplier for the provision of the Services; 

“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” and “appropriate technical and organisational measures” 

as defined in the Data Protection Legislation; 

“Customer Data” 

the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services; 

“Data Protection Legislation” 

all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;  

“Documentation” 

the documents made available to the Customer and/or Authorised Users by the Supplier online when logged in to use the Services which sets out a description of the Services and the user instructions for the Services; 

“Effective Date” 

the date stated in the Contract Details as the Effective Date; 

“Enhanced Services” 

Optional additional services which can be provided from time to time by the Supplier for an additional charge, which may include, among other things, document and radiology uploading on behalf of the Customer, full administration support and any other service not forming part of the core Services offered by the Supplier from time to time;  

“Heightened Cybersecurity Requirements” 

any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards and sanctions, which are applicable to either the Customer or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time; 

“Initial Subscription Term” 

the initial term of 12 months ending on the day before the anniversary of the Effective Date; 

“Normal Business Hours” 

8.00 am to 6.00 pm local UK time, each Business Day; 

“Renewal Period” 

a period of 12 months beginning on an anniversary of the Effective Date; 

“Services” 

The services identified or referred to in the Contract Details; 

“Software” 

the online software applications provided by the Supplier as part of the Services; 

“Subscription Fees” 

the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Contract Details; 

“Subscription Term” 

the Initial Subscription Term together with any subsequent Renewal Periods); 

“Support Services Policy” 

the Supplier’s policy for providing support in relation to the Services described on the Supplier’s website; 

“UK GDPR” 

has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; 

“User Subscriptions” 

the user subscriptions purchased by the Customer pursuant to clause 7.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement; 

“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; 

“Vulnerability” 

a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be interpreted accordingly. 

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A reference to “this agreement” is a reference to the agreement between the Supplier and the Customer incorporating the Contract Details and these general terms and conditions. 
1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 
1.8 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.
1.9 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. 
1.10 A reference to writing or written excludes fax but not email. 
1.11 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement. 

2. User subscriptions 

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 7.1, the  restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Services and the Documentation and to permit other Authorised Users to have access to the Services during the Subscription Term solely for the Customer’s internal business operations. 
2.2 In relation to the Authorised Users, the Customer undertakes that:  
      2.2.1 each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential; and 
      2.2.2. he shall maintain an up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times; 
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: 
       2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 

       2.3.2 facilitates illegal activity; 

       2.3.3 promotes unlawful violence; 

       2.3.4 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 

       2.3.5 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 Customer, to disable the Customer’s access to any material that breaches the provisions of this clause 2. 

2.4 The Customer shall not: 

      2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: 

      (a) 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 Documentation (as applicable) in any form or media or by any means; or 

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

       2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or 

       2.4.3 use the Services and/or Documentation to provide services (including the giving of medical advice or consultations) to third parties; or 

       2.4.4 subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or 

       2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or 

       2.4.6 introduce or permit the introduction of any Virus or Vulnerability into the Supplier’s network and information systems. 

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier. 

2.6 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any other person. 

3. Services 

3.1 The Supplier shall, during the Subscription Term, use reasonable endeavours to provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement in all material respects. 

3.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: 

       3.2.1 planned maintenance carried out during the maintenance window of 12 midnight to 6.00 am UK time; and 

       3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance. 

The Supplier will use reasonable endeavours to give as much advance notice of planned maintenance to the Customer as it is reasonably able to do. 

3.3 The Supplier will, as part of the Services, provide the Customer with the Supplier’s standard customer support services during Normal Business 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. The Customer may purchase Enhanced Services separately at the Supplier’s then current rates, which are available on request from the Customer.  Enhanced Services so purchased will be supplied subject to the terms of the agreement between the Supplier and the Customer and, specifically, these terms and conditions. 

4. Data protection 

4.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. 

4.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor. Schedule 2 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject. 

4.3 Without prejudice to the generality of clause 4.1, the Customer will ensure that he has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Customer for the duration and purposes of this agreement. 

4.4 Without prejudice to the generality of clause 4.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement: 

      4.4.1 process that Personal Data only on the documented written instructions of the Customer;  

      4.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);  

      4.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and 

      4.4.4 not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled: 

      (a) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer; 

      (b) the data subject has enforceable rights and effective legal remedies; 

      (c) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and 

      (d) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data; 

      4.4.5 assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 

      4.4.6 notify the Customer without undue delay on becoming aware of a Personal Data Breach; 

      4.4.7 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement; and 

      4.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 4. 

4.5 The Customer consents to the Supplier appointing Involve Visual Collaboration Limited as a third-party processor of Personal Data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 4 and in either case which the Supplier confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4. 

5. Supplier’s obligations 

5.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. 

5.2 The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of 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, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. 

5.3 The Supplier: 

      5.3.1 does not warrant that: 

      (a) the Customer’s use of the Services will be uninterrupted or error-free; or 

      (b) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or 

      (c) the Software or the Services will be free from Vulnerabilities or Viruses; or 

      (d) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements. 

      5.3.2 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 Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 

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

5.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement. 

5.6 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available on request from the Supplier as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain liable). 

6. Customer’s obligations 

6.1 The Customer shall: 

      6.1.1 provide the Supplier with: 

      (a) all necessary co-operation in relation to receipt of the Services; and 

      (b)all necessary access to such information as may be required by the Supplier; 

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; 

      6.1.2 without affecting his other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement; 

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

      6.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s failure to do so; 

      6.1.5 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, including without limitation the Services; 

      6.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; 

      6.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing his network connections and telecommunications links 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 Customer’s network connections or telecommunications links or caused by the internet; and 

      6.1.8 provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required under Schedule 1 or otherwise reasonable required by the Supplier in connection with the Services and ensure that they are accurate and complete in all material respects. 

6.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. 

6.3 If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer or his Authorised Users then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay so caused. 

7. Charges and payment 

7.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 7. 

7.2 Payment of the Subscription Fees shall be made at the intervals and by the method selected in the Contract Details.  The selected method of payment shall be that indicated in the Contract Details.  

7.3 The Customer shall forthwith on signing the Contract Details provide to the Supplier valid, up-to-date and complete credit card details or make such arrangements as shall be required to pay by direct debit (in each case, in accordance with the selected payment terms and via the Supplier’s chosen payment provider) and, if the Customer provides credit card details to the Supplier or the Supplier’s payment provider, the Customer hereby authorises the Supplier to bill such credit card for the Subscription Fees payable periodically until termination or expiry of this agreement in accordance with the period for payment of the Subscription Fees applicable to the agreement. 

7.4 Where the Customer pays the Subscription Fees monthly, only payment by credit card or direct debit will be accepted.  In each case, payment will be taken on the same date of each month of the Term (or, if that date is not a Business Day, on the Business Day nearest thereto) and will be arranged via the Supplier’s chosen payment provider. 

7.5 Where the Customer pays the Subscription Fees annually, the Supplier will issue a VAT invoice to the Customer on the Effective Date and each anniversary for payment within 30 days via BACS or Faster Payment, in each case to the bank account stated on the invoice.  

7.6 If the Supplier has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of the Supplier: 

      7.6.1 the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while Subscription Fees remain unpaid; and 

      7.6.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 

7.7 All amounts and fees payable to the Supplier: 

      7.7.1 shall be payable in pounds sterling; 

      7.7.2 are non-cancellable and non-refundable; 

      7.7.3 are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate. 

7.8 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess data storage fees.  

7.9 The Supplier shall be entitled to increase the Subscription Fees, the fees payable for Enhanced Services pursuant to clause 4.3 and/or the excess storage fees payable pursuant to clause 7.8 at the start of each Renewal Period upon 90 days’ prior notice to the Customer. 

8. Proprietary rights 

8.1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. 

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

9. Confidentiality 

9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by this clause 9. For the purposes of this clause 9.1 “Group“ means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party and, in the case of the Supplier, includes any shareholder which  is a limited company. 

9.2 Each party may disclose the other party’s confidential information: 

      9.2.1 to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the agreement.  Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9.2; and 

      9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

9.3 Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the agreement. 

10. Limitation of liability 

10.1 Except as expressly and specifically provided in this agreement:      

      10.1.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, 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 Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction; 

      10.1.2 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 applicable law, excluded from this agreement; and 

      10.1.3 the Services and the Documentation are provided to the Customer on an “as is” basis. 

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

      10.2.1 for death or personal injury caused by the Supplier’s negligence; or 

      10.2.2 for fraud or fraudulent misrepresentation. 

10.3 Subject to clause 10.1 and 10.2 the supplier’s total liability to the Customer: 

      10.3.1 for loss arising from the Supplier’s failure to comply with its data processing obligations under clause 4 shall not exceed £2,000,000 in aggregate; and 

      10.3.2 for all other loss or damage shall not exceed the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose. 

10.4 Subject to clauses 10.1 and 10.2, this clause 10.4 sets out the types of loss that are wholly excluded: 

      10.4.1 loss of profits; 

      10.4.2 loss of sales or business; 

      10.4.3 loss of agreements or contracts; 

      10.4.4 loss of anticipated saving; 

      10.4.5 loss of use or corruption of software, data or information; 

      10.4.6 Loss of or damage to goodwill; and 

      10.4.7 Indirect or consequential loss. 

10.5 The Supplier has given commitments as to compliance of the Services with relevant specifications in clauses 3 and 5.  In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the agreement. 

10.6 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonable to have become, aware of the event having occurred and shall expire twelve months from that date. the notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 

10.7 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights. 

11. Term and termination 

11.1 This agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period“), unless: 

      11.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 

      11.1.2 otherwise terminated in accordance with the provisions of this agreement; 

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term“. 

11.2 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: 

      11.2.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; 

      11.2.2 the other party commits any material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 

      11.2.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring),  applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purposes of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; 

      11.2.4 the other party (being an individual) is the subject of a bankruptcy petition, application or order; 

      11.2.5 the other party suspends, or threatens to suspend, or ceases, or threatens to cease, to carry on all or a substantial part of its business; or 

      11.2.6 the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable option the other party’s capability to adequately fulfil its obligations under the agreement has been placed in jeopardy. 

11.3 On termination of this agreement for any reason: 

      11.3.1 all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation; 

      11.3.2 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; 

      11.3.3 the Supplier shall facilitate access to the Customer Data to the Customer for a period of 28 days from the effective day or termination of this agreement to enable the Customer to recover/remove such data.  After the expiry of 28 days from the effective date of termination the Supplier may remove such access and may destroy or otherwise dispose of any of the Customer Data in its possession; and 

      11.3.4 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. 

12. Force majeure 

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party. 

13. Conflict 

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail. 

14. Variation 

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

15. Waiver 

15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 

15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 

16. 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. Severance 

17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. 

17.2 If any provision or part-provision of this agreement is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 

18. Entire agreement 

18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. 

18.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. 

18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. 

18.4 Nothing in this clause shall limit or exclude any liability for fraud. 

19. Assignment 

19.1 The Customer shall not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of his rights or obligations under this agreement. 

19.2 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. 

20. 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). 

21. Third party rights 

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. 

22. Notices 

22.1 Subject to clause 22.3 below, any notice given to a party under or in connection with this agreement shall be in writing and shall be: 

      22.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 

      22.1.2 sent by email to the following addresses (or an address substituted in writing by the party to be served): 

      (a) Supplier: support@alldoq.com  

      (b) Customer: the email address included in the Contract Details 

22.2 Any notice shall be deemed to have been received: 

      22.2.1 if delivered by hand, at the time the notice is left at the proper address; 

      22.2.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or 

      22.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 

22.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

23. 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 interpreted in accordance with the law of England and Wales. 

24. 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). 

Schedule 1

The Services 

Provision of access to and use of the ALLDOQ platform. 

ALLDOQ is a cloud-based platform to facilitate the instruction of medico-legal expert witnesses. It is a convenient, easy to use workspace that allows a user to securely store, organise and complete their medico-legal work in the cloud. It has a number of key features, including but not limited to: 

  1. a built-in worklist;  
  2. the ability to set up cases to store case-specific data; 
  3. a built-in radiology browser; 
  4. a built-in document builder;  
  5. a built-in time recorder; 
  6. a built-in billing system;  
  7. a built-in document exchange; 
  8. a built-in consultations module 
  9. a built-in data analytics console; 
  10. the ability to communicate between users and non-users securely; 
  11. secure resource storage

Schedule 2

Processing, Personal Data and Data Subjects

 1. Processing by the Supplier 

1.1 Scope:  Processing data pertaining to medico-legal claims 

1.2 Nature:  Processing data pertaining to medico-legal claims 

1.3 Purpose of processing:  Processing pursuant to the terms of this agreement 

1.4 Duration of the processing:  During the term of this agreement 

2 Types of Personal Data:  Name; contact detail; date of birth; medical records; diagnostic radiology data. 

3. Categories of Data Subject: Claimant, defendant; legal advisors; counsel; experts; third party introducers; insurers. 

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