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Terms of Service for individual clinician and clinic users

Terms of Service for individual clinician and clinic users

Dafydd Loughran
by Dafydd Loughran, CEO
September 2021

Terms of Service for users of Concentric’s ‘Starter’, ‘Personal’, and ‘Clinic’ tiers.

Last updated: 2nd September 2021

The terms within this service agreement are effective immediately and your continued use our services constitutes your acceptance of these Terms of Service, and the linked Data Protection Addendum. Previous versions of our Terms of Service are available on request.

If you have a separate written agreement with Concentric, these Terms of Service will not apply to you (e.g. use by a large healthcare organisation).

Table of Contents


Definitions

  • In these Terms of Service (referred to as these “Terms” or this “Agreement”), the terms “you”, “your”, or “Customer” refer to you. If you are creating an account in order to use the Services on behalf of an organization, then you are agreeing to these Terms for that organization and promising to us that you have the authority to bind that organization to these Terms (and, in which case, the terms “you”, “your”, or “Customer” refer to that organization).
  • The terms “we”, “us,” “our”, “Concentric” or “Concentric Health” refer to Concentric Health Ltd, a company registered in England and Wales, with the registered address Tramshed Tech, Pendyris Street, Cardiff, CF11 6BH, and the registered number 10733991.
  • When we refer to the “Services” in these Terms, we mean all products and services provided by us that are used by you.
  • “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no breach of these Terms or fault of the Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by the Disclosing Party; © was properly disclosed to the Receiving Party, and to its knowledge, without any restriction, by another person without breach of the Disclosing Party’s rights; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.


Changes to these terms

We may update these Terms from time to time. We will provide you with notice of any material updates at least thirty (30) days in advance of the effective date, with the exception that we may not be able to provide at least thirty (30) days prior written notice of material updates to these Terms that result from changes in laws or regulations.

Notices for material updates to these Terms will be given in accordance with the Notices section. Except as otherwise specified by us, updates will be effective and binding upon the date indicated at the top of these Terms. The updated version of these Terms will supersede all prior versions.

Following such notice, your continued use of the Services on or after the date the updated version of these Terms is effective is binding and constitutes your acceptance of such updated Terms. If you do not agree to the updated version of these Terms, you must stop using the Services immediately.

Concentric Health’s obligations

We will:

  • make the Concentric digital consent application available to you in accordance to these terms and our documentation.
  • use commercially reasonable efforts to provide you with applicable support for the services.
  • adhere to the terms stated within our data protection addendum.
  • provide the services in accordance with good industry practice and in compliance with all applicable laws and regulations (including all applicable equality law).
  • make commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete code, files, scripts, agents, or programmes intended to do harm.
  • obtain and maintain all consents, licences and permissions required to perform the services.
  • make all reasonable efforts to meet our service level objective of 99.9% system availability.

We may suspend the Services immediately upon notice to you if:

  • we in good faith, determine that you have materially breached any provision of these Terms.
  • our provision of the Services is prohibited by applicable law or regulation.

If we suspend the Services pursuant to the above we will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur in connection with any such suspension.

The features and functions of the Services may change over time, however, we will not materially decrease the overall functionality of the Services (release notes can be made available to you on request).

Fees and payment terms

You agree to pay fees, by monthly direct debit, in accordance with the then-current applicable rates stated within the pricing documentation unless stated otherwise in written form from us. Any change in fees and payment terms will be communicated to you with at least thirty (30) days notice.

Payment obligations are non-cancelable and fees, once paid, are non-refundable.

Where the maximum number of consent episodes for the subscription tier have been generated within the month, creation of further episodes will be disabled. Subscription tiers can be upgraded at any point by emailing support@concentric.health

Ownership, customer data, and confidentiality

We exclusively own and reserve all right, title, and interest in and to the Services, the Documentation, our Confidential Information (as defined below), and any data that is derived from the use of the Services that does not directly or indirectly identify you or any natural person and includes (a) data such as usage volumes and performance data and (b) subject to any restrictions under applicable laws, data that is anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify you or any natural person, and © any feedback or suggestions provided regarding the Services.

You exclusively own and reserve all right, title, and interest in and to your Confidential Information and patient data, subject to our rights to process patient data in accordance with these Terms.

You grant us the right to process patient data as necessary to provide the Services in a manner consistent with these Terms, our Data Protection Addendum, and our Privacy Notice. If you do not agree with the terms of our Data Protection Addendum or our Privacy Notice, you must stop using the Services immediately.

Except as otherwise authorized by the Disclosing Party in writing, the Receiving Party will neither (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising the Receiving Party’s rights or fulfilling its obligations under these Terms or (b) disclose or make Confidential Information of the Disclosing Party available to any party, with the exception of its employees, legal counsel, accountants, contractors, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for the Receiving Party to exercise its rights or fulfill its obligations under these Terms. The Receiving Party is responsible for its Representatives’ compliance with this section. Representatives will be legally bound to protect Confidential Information of the Disclosing Party under terms of confidentiality that are at least as protective as the terms of this section. The Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care.

The Receiving Party may disclose Confidential Information of the Disclosing Party if so required pursuant to a regulation, law, or court order (collectively, “Compelled Disclosures”), provided the Receiving Party gives the Disclosing Party notice of a Compelled Disclosure (to the extent legally permitted). The Receiving Party will provide reasonable cooperation to the Disclosing Party in connection with a Compelled Disclosure at the Disclosing Party’s sole expense.

Representations, warranties, and disclaimer

We represent and warrant that

  • the Services perform materially in accordance with the applicable Documentation. Our sole obligation, and your sole and exclusive remedy, in the event of any failure by us to comply with this will be for us to, at our option, (a) remediate any material non-conformity or (b) refund to you the Fees paid for the time period during which the affected Services do not comply.
  • we are not aware of any matters within our reasonable control which might or will adversely affect our ability to provide the Services as per these Terms.
  • we have no reason to believe that the provision of the Services would be an infringement of any Intellectual Property Rights, other proprietary or equitable rights of any third party.

Each party (a) warrants that it will conduct business in accordance with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, and (b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws.

Indemnification and limitation of liability

We agree to indemnify and keep indemnified and defend at our own expense against all costs, claims, damages or expenses incurred by you, or for which you may become liable, due to any failure by us to comply with any of our obligations under these Terms.

You are responsible for the accuracy of the consent information shared with patients and no responsibility can be taken by us for the consent information shared, as long as the Services faithfully reproduce the intended information selected by the clinican user.

In no event will the aggregate liability of either party arising out of or related to these Terms exceed the amounts paid or payable by you under these Terms for the Services during the twelve (12) month period preceding the first incident out of which the liability arose.

If you are domiciled in the European Economic Area (EEA), the United Kingdom, or Switzerland, nothing in these Terms will exclude or limit the liability of either party for (i) gross negligence or intentional misconduct of such party; (ii) death or personal injury caused by such party’s negligence; (iii) fraud or fraudulent misrepresentation; or (iv) any other liability to the extent that the same may not be excluded or limited as a matter of applicable law.

Use of marks

You grant us the right to use your name and logo to refer to you on our website, marketing or promotional materials, subject to your standard trademark usage guidelines that you expressly provide to us.

Term, termination, and survival

These Terms, as may be updated from time to time, will commence on the date they are accepted by you - by entering a direct debit agreement - and continue until terminated in accordance with this section.

Termination for convenience
  • You may terminate these Terms and disable your Concentric account for any reason by notifying us at support@concentric.health or by cancellation of your direct debit. Your subscription will terminate at the end of the last paid-for month.
  • We may terminate these Terms and disable your Concentric account for any reason by notifying you upon sixty (60) days notice.
Termination for material breach

Either party may terminate these Terms in the event that the other party commit any material breach of these Terms and fail to remedy such material breach within fifteen (15) days of the date written notice is provided of such material breach to the other party.

Termination for insolvency

Subject to applicable law, either party may terminate these Terms immediately by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.

Data access post-termination

Data will remain accessible in a read-only format for your use post-termination except in the case that Concentric no longer continues as a functioning application. In the circumstances of Concentric ceasing to be a functioning application then all patient data (i.e consent forms and associated metadata) will be transferred to you.

Survival of terms

Upon termination of these Terms, the terms of the following sections will still apply:

  • Ownership, customer data, and confidentiality
  • Representations, warranties, and disclaimer
  • Indemnification and limitation of liability


General

Waivers

No failure or delay by either party in exercising any right or enforcing any provision under these Terms will constitute a waiver of that right, provision, or any other provision. Any waiver must be in writing and signed by each party to be legally binding.

No partnership

Each party is an independent contractor in the performance of each and every part of these Terms. Nothing in these Terms is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its respective employees and agents and its respective labor costs and expenses arising in connection with its respective employees and agents. Each party will also be solely responsible for any and all claims, liabilities, damages, or debts of any type that may arise on account of each of its respective activities, or those of its respective employees and agents, in the performance of these Terms. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.

Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.

Notices

Notices to us under these Terms will be provided via email to support@concentric.health. Notices to you under these Terms will be provided via email to the email address you designate to your account.

Force Majeure

No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of these Terms to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil, or military authority, fire, strike, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster. The party affected by such cause will take all reasonable actions to minimize the consequences of such cause.

Governing law

This Agreement shall be construed as being made in Wales and in accordance with and governed by the Laws of England and Wales, as they are applied in Wales. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales.

Whole agreement

Except as provided in these Terms these Terms supersede all prior and contemporaneous proposals, statements, sales materials, presentations, or agreements, oral and written.