We provide an online software platform that assists GP practices to monitor and track when blood tests are due for patients taking high-risk medicines, calculate next due dates for blood tests, export patient contact details for use with third-party messaging services, and access analytics and audit trail features (Services), as set out in more detail on our website (Site).

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean Techpharma Solutions Limited, a company registered in England and Wales with company number 13867466.

Our contact detail

Geographical address: 124 City Road, London, England, EC1V 2NX

Email address: admin@medmocean.co.uk

These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. We will provide the Services to you in accordance with these Terms and all applicable law.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

1. Engagement and Term

1.1 These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

1.2 Subject to your compliance with these Terms, we will provide you with access to the Services.

1.3 Where we require access to your premises or computer systems in order to provide the Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

1.4 We will not be responsible for any other services unless expressly set out in these Terms or on our Site.

1.5 If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

1.6 Where you engage third parties to operate alongside the Services (for example, any third-party software systems you wish to integrate with the Services, including third-party patient messaging services or similar tools), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, including the delivery, accuracy or failure of any messages sent using patient contact details exported from the Services, unless we expressly agree otherwise in writing. This also applies where you engage an agency or Associate to deliver services to you using the Services. Agencies and Associates are independent of us. We are not responsible for the services they provide, their professional conduct, or any acts, errors or omissions in the delivery of those services.

1.7 The Services enable you to export patient contact details in a format compatible with certain third-party messaging tools. We make no representation or warranty that such exports will be compatible with any particular third-party tool, and we accept no liability for any failure, error or omission arising from your use of such third-party tools.

1.8 We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Services. If you have paid upfront for recurring access to any of the Services (excluding one-time purchases) and you would like to cancel them, please contact us in writing within 30 days of receiving notice to cancel that recurring access and we will issue you a pro-rata refund for such Services.

1.9 We offer a free tier of the Services (Free Tier) which provides limited access to the Services. The Free Tier allows you to use the Services in respect of a limited number of medicines only, as specified on our Site from time to time. The Free Tier does not include the ability to save patient data to the Services database, and does not include access to the full range of medicines supported by the paid Services. All other provisions of these Terms apply to your use of the Free Tier. We may modify, limit or discontinue the Free Tier at any time by providing you with reasonable written notice.

1.10 Where we expressly agree in writing to provide you with a free trial of the Services, and you have completed our due diligence process in accordance with clause 3.9, the following terms apply:

• (a) You will have access to the full paid Services for a period of three (3) months from the date your Account is activated (Trial Period), at no charge.
• (b) If you wish to continue using the Services after the Trial Period, you must select a paid subscription tier and provide valid payment details before the end of the Trial Period. If you do so, your subscription to the relevant Paid Services will automatically commence at the end of the Trial Period and you will be charged the applicable Fees from that date.
• (c) If you do not wish to continue using the Services after the Trial Period, you must notify us in writing before the end of the Trial Period. If you do not notify us and have not provided valid payment details and selected a subscription tier in accordance with clause 1.10(b), your access to the Services will automatically cease at the end of the Trial Period.
• (d) No Fees will be payable in respect of the Trial Period. Fees will only become payable if you elect to continue using the Paid Services following the end of the Trial Period in accordance with clause 1.10 above.
• (e) We reserve the right to modify or withdraw the free trial offer at any time, and to limit the availability of free trials at our discretion.

1.11 We may, from time to time, offer referral promotions that allow you to earn discounts on Fees or free access to the Services (or certain features of the Services) by referring other organisations to us. The terms and conditions of any referral promotion, including eligibility criteria, the number of successful referrals required, the nature and duration of any discount or free access, and the definition of a "successful referral", will be set out on our Site. We reserve the right to modify, suspend or withdraw any referral promotion at any time by updating our Site. Any free access granted under a referral promotion will be subject to these Terms (including our due diligence requirements under clause 3.9) and any additional terms set out on our Site.

2. Professional Services and Medical Disclaimer

2.1 The Services are an administrative tool designed to assist with the monitoring and tracking of blood test due dates for patients taking high-risk medicines. The Services are intended to support, but not replace, your professional processes and clinical judgement.

2.2 You remain fully responsible for your professional and ethical duties. The Services do not constitute medical advice, clinical guidance or a regulated medical device, and are not a substitute for the exercise of professional clinical judgement by qualified healthcare professionals.

2.3 The Services should not be relied upon as the sole means of determining when blood tests are due. You must continue to apply appropriate clinical oversight, verification and professional judgement when using the outputs of the Services. You are responsible for:

• (a) verifying the accuracy of all data inputted into and outputted from the Services;
• (b) ensuring that clinical decisions are made in accordance with applicable clinical guidelines, professional standards and your duty of care to patients;
• (c) maintaining appropriate systems and processes to identify and manage patients requiring blood tests, independently of the Services; and
• (d) ensuring that the Services are used appropriately within your clinical governance framework.

2.4 Subject to clause 9.1, we accept no liability for any clinical decisions made in reliance on the outputs of the Services, or for any harm arising from your failure to exercise appropriate clinical judgement or to verify the accuracy of information provided by the Services.

3. Account

3.1 You must sign up for an Account in order to access and use the Services.

3.2 You may permit Authorised Users to access and use the Services through your Account. You are responsible for ensuring that your Authorised Users comply with these Terms. You must ensure that all Authorised Users are appropriately trained and authorised to access patient data and use the Services in accordance with applicable laws and professional standards. Where an Authorised User is an Associate, the additional provisions in clauses 3.14 to 3.19 also apply.

3.3 While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

• (a) keep your information up-to-date (and ensure it remains true, accurate and complete);
• (b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
• (c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

3.4 If you close your Account, you and your Authorised Users will lose access to the Services.

3.5 In addition to your other obligations under these Terms, you agree to:

• (a) ensure that all data you input into the Services, including patient records, interval dates, blood test results and any other clinical data points, is accurate, complete and up to date;
• (b) ensure that you have obtained all necessary consents, authorisations and permissions required under applicable law (including the Data Protection Law) to share patient data with us for the purposes of receiving the Services;
• (c) not use the Services as a substitute for clinical judgement - the Services are an administrative tool only and do not constitute medical advice or a medical device;
• (d) comply with all applicable laws, regulations and professional standards in connection with your use of the Services, including those relating to the handling of patient data and the provision of clinical care;
• (e) ensure that any individual accessing the Services through your Account, including any Associate, is authorised to do so and is aware of, and complies with, these Terms and any applicable professional standards; and
• (f) represent and warrant that you have the full authority to enter into these Terms on behalf of your organisation, and that by accepting these Terms you are binding your organisation to them. If you do not have such authority, you must not accept these Terms or use the Services.

3.6 We are not liable for any loss, damage or harm arising from inaccurate, incomplete or unauthorised data inputted into the Services by you or any person accessing the Services through your Account.

3.7 You agree to indemnify, defend and hold us harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising from or relating to:

• (a) any inaccurate, incomplete, misleading or unauthorised data or information inputted into the Services by you or your Authorised Users;
• (b) your failure (or the failure of your Authorised Users) to obtain all necessary consents, authorisations and permissions required under applicable law to share patient data with us;
• (c) any clinical decisions made in reliance on outputs from the Services where such outputs were based on inaccurate or incomplete data inputted by you or your Authorised Users;
• (d) your breach (or your Authorised Users' breach) of clause 3.5 (Your Obligations);
• (e) any use of the Services by your Authorised Users that breaches these Terms or applicable law; or
• (f) any use of the Services by an Associate that breaches these Terms, applicable law, or the requirements of the Data Processing Addendum, including any use of the Services outside the scope of your instructions to that Associate or the relevant agency arrangement.

3.8 This indemnity will survive the termination or expiry of these Terms.

3.9 When you register for an Account, you will initially be granted access to the Free Tier only. Access to the Free Tier does not require our prior approval. To access the Paid Services (including the ability to save patient data to the Services), you must:

• (a) complete our due diligence process to our satisfaction; and
• (b) receive our written confirmation that your Account has been approved for access to the Paid Services.

3.10 We reserve the right to refuse to approve any Account for access to the Paid Services, or to suspend or terminate access to the Paid Services at any time, if:

• (a) we are not satisfied that you have the authority to enter into these Terms on behalf of your organisation;
• (b) we have concerns about the accuracy or completeness of information you have provided to us;
• (c) we reasonably believe that you do not have the necessary consents, authorisations or permissions to share patient data with us; or
• (d) we reasonably believe that approving your Account would expose us or you to regulatory, legal or reputational risk.

3.11 Our due diligence process may include (but is not limited to):

• (a) verifying your identity and authority to act on behalf of your organisation;
• (b) conducting searches on Companies House, the Care Quality Commission register, or other relevant regulatory bodies;
• (c) requesting evidence of your organisation's data protection policies and procedures;
• (d) conducting a telephone or video call with you or other representatives of your organisation; and/or
• (e) any other checks we reasonably consider necessary given the nature of the Services and the data processed through them.

3.12 We will use reasonable endeavours to complete our due diligence process promptly, but we do not guarantee any specific timeframe for approval. You acknowledge that the approval process may take several days or longer depending on the complexity of the checks required.

3.13 Until your Account has been approved for access to the Paid Services in accordance with this clause 3.9, you will not be able to save patient data to the Services or access any features that are exclusive to the Paid Services.

3.14 If you are on a Paid Service, you may invite an Associate to access the Services through your Account. An Associate may only be invited to register for an Associate account following our due diligence process, and we reserve the right to refuse or revoke any Associate's access at our sole discretion.

3.15 By inviting an Associate, you:

• (a) authorise us to grant that Associate access to your Account and the patient data held within it for the purposes of delivering services to you;
• (b) confirm that you have a separate contractual arrangement with the relevant agency or Associate governing the delivery of those services, and that such arrangement is outside the scope of these Terms;
• (c) accept full responsibility for that Associate's access to and use of the Services, including their compliance with these Terms; and
• (d) acknowledge that you are responsible for supervising the Associate's work, verifying its accuracy, and ensuring it meets applicable professional and clinical standards.

3.16 Associates act for and under your authority. We do not employ, supervise, or clinically direct Associates, and we are not responsible for their acts, errors, omissions, or clinical outcomes. The Associate's professional conduct and the quality of any services they deliver to you are entirely your responsibility and that of the relevant agency.

3.17 You must revoke an Associate's access to your Account promptly when your contractual arrangement with the relevant agency or Associate ends, or if you have any reason to believe that continued access is inappropriate.

3.18 An Associate may be linked to more than one practice's account. Where this is the case, each practice is independently responsible for that Associate's access to its own Account and data.

3.19 We are not liable for any loss, damage or harm arising from an Associate's access to or use of the Services, including any clinical decisions made by an Associate in reliance on outputs from the Services.

4. Fees

4.1 You may choose to purchase Services from us, as set out on our Site (Paid Services). Paid Services may include one-time purchases or recurring Services. You must pay all amounts due under these Terms in accordance with these Terms or as set out on our Site (as applicable).

4.2 Details of our Paid Services, including features, limitations, fees and billing cycles, are set out on our Site. The Free Tier is provided at no charge. If you wish to access the full Services beyond the Free Tier, you must purchase a Paid Service as set out below. We offer the following subscription options:

• (a) Monthly subscription: Fees are payable monthly in advance. Your subscription will commence on the date payment is received and will continue on a rolling monthly basis until cancelled in accordance with these Terms.
• (b) Annual subscription: Fees for the full annual period are payable in advance as a single payment. Your subscription will commence on the date payment is received and will continue for a period of 12 months. Your subscription will automatically renew for successive 12-month periods unless cancelled in accordance with clause 4.4(b).

In each case, you will not be granted access to the Paid Services until:

• (c) payment of the applicable Fees has been received in full; and
• (d) your Account has been approved for access to the Paid Services in accordance with clause 3.9.

4.3 All payments are processed via our third-party payment processor, Stripe. By providing your payment details, you authorise us (via Stripe) to charge the applicable Fees in accordance with your chosen subscription. If you pay for a Paid Service but your Account is not approved in accordance with clause 3.9, we will refund the Fees paid within 14 days of our decision not to approve your Account.

4.4 Cancellation:

• (a) Monthly subscriptions: You may cancel your monthly subscription at any time through your Account or by notifying us in writing. Your cancellation will take effect at the end of your current monthly billing period, and your subscription will not be renewed. You will retain access to the Services until the end of that billing period. No refund will be issued for any unused portion of the current billing period.
• (b) Your annual subscription is for a fixed period of 12 months from the date your subscription commences (Annual Term). At the end of each Annual Term, your subscription will automatically renew for a further 12-month period. You may cancel the renewal of your annual subscription at any time during your current Annual Term by cancelling through your Account. Cancellation will take effect at the end of the then-current Annual Term, and you will retain access to the Paid Services until that date. No refund will be issued for any unused portion of the then-current Annual Term.
• (c) In the event that we terminate these Terms due to your breach, no refund will be issued in respect of any Fees paid.

4.5 Our payments methods will be set out at the time you purchase the Services. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).

4.6 You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Services by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

4.7 If any fees due under these Terms or as a result of your use of the Services are not paid on time, we may:

• (a) suspend your access to the Services; and
• (b) charge interest at a rate equal to the Bank of England's base rate, from time to time, plus 4% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the payment terms.

4.8 You are responsible for paying any levies or taxes associated with your use of the Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

5. Licence

5.1 During the Term, we grant you and your Authorised Users a right to use our basic Services in accordance with these Terms. This right cannot be passed on or transferred to any other person.

5.2 When you purchase our Paid Services and your Account has been approved in accordance with clause 3.9, your access rights will vary based on the type of service. For one-time purchases, we grant you and your Authorised Users the right to access the purchased Service until the earlier of the specified duration of access, the termination of these Terms or your cancellation of the specific Service. For recurring services, we grant you and your Authorised Users a right to access the relevant Services only for the duration that you continue to pay for the Service and your Account remains approved, subject to these Terms. These rights cannot be passed on or transferred to any other person.

5.3 You must not (and you must ensure that your Authorised Users do not):

• (a) access or use the Services in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
• (b) interfere with or interrupt the supply of the Services, or any other person's access to or use of the Services;
• (c) introduce any viruses or other malicious software code into the Services;
• (d) use any unauthorised or modified version of the Services, including for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Services;
• (e) attempt to access any data or log into any server or account that you are not expressly authorised to access;
• (f) use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
• (g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
• (h) access or use the Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

6. Availability, Disruption and Downtime

6.1 While we strive to always make the Services available to you, we do not make any promises that these will be available 100% of the time. The Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

6.2 The Services may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

6.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Services.

6.4 We maintain appropriate technical and organisational security measures in connection with the Services. Details of the security standards we apply, including our Cyber Essentials certification and penetration testing, are set out in our Security Policy, available on the Site. We will use reasonable endeavours to maintain those standards during the Term, but we do not guarantee that the Services will be free from security vulnerabilities at all times.

7. Intellectual Property and Data

7.1 In connection with the Services, we may handle three categories of data:

• (a) Non-personal customer data - data you provide to us that does not constitute personal data (for example, practice-level usage data or anonymised information). This type of data is governed by this clause 7.
• (b) Your personal data - personal data relating to you or your staff, in respect of which we act as a data controller. This type of data is governed by our privacy policy, available on the Site.
• (c) Patient personal data - personal data relating to your patients, in respect of which we act as a data processor on your behalf. This type of data is governed by the Data Processing Addendum attached to these Terms.

7.2 We own all intellectual property rights in the Services. This includes how the Services look and function, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Services.

7.3 We may use Your Data and any feedback you provide to us (or disclose it to third-party service providers) to supply the Services to you and your Authorised Users, diagnose and remedy problems with the Services, improve and develop the Services, and otherwise perform our obligations under these Terms. Any use of your personal data is governed by our privacy policy, available on the Site.

Your Data

7.4 We do not own any of Your Data, but when you enter or upload any of Your Data into the Services, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

• (a) supply the Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use the Services), and otherwise perform our obligations under these Terms;
• (b) diagnose problems with the Services;
• (c) improve, develop and protect the Services;
• (d) send you information we think may be of interest to you based on your marketing preferences;
• (e) perform analytics for the purpose of remedying bugs or issues with the Services; or
• (f) perform our obligations under these Terms (as reasonably required).

7.5 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

7.6 You are responsible for (meaning we are not liable for):

• (a) the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
• (b) backing up Your Data.

7.7 When you use the Services, we may create anonymised statistical data from Your Data and usage of the Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

7.8 If you do not provide Your Data to us, it may impact your ability to receive the Services.

7.9 This clause 7 will survive the termination or expiry of these Terms.

8. Confidential Information and Personal Data

8.1 While using the Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a 'need-to-know basis' (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

8.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

8.3 We collect, hold and disclose and use any personal data you provide to us in accordance with our privacy policy, available on the Site, and applicable privacy laws.

8.4 You must only disclose personal data to us if you have the right to do so (such as having the individual's express consent).

8.5 We may need to disclose personal data to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

8.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

8.7 The Data Processing Addendum attached to these Terms forms part of these Terms and applies where you are not a consumer. To the extent of any inconsistency between these Terms and the Data Processing Addendum, these Terms will prevail.

8.8 This clause 8 will survive the termination or expiry of these Terms.

9. Liability

9.1 Nothing in these Terms limits any liability which cannot legally be limited, including Liability for:

• (a) death or personal injury caused by negligence; and
• (b) fraud or fraudulent misrepresentation.

9.2 Subject to the clauses above, to the maximum extent permitted by law, we will not be liable for any Liability caused or contributed to by, arising from or in connection with:

• (a) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
• (b) any use of the Services by a person or entity other than you or your Authorised Users.

9.3 Subject to the clauses above, but despite anything else to the contrary in these Terms, to the maximum extent permitted by law:

• (a) neither Party will be liable for Consequential Loss;
• (b) a Party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
• (c) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability, or if you have not paid for the Service, to £500.

9.4 This clause 9 will survive the termination or expiry of these Terms.

10. Suspension and Termination

Suspension

10.1 We may suspend your access to the Services (or to specific features of the Services, including the ability to save patient data) where:

• (a) we reasonably believe there has been any unauthorised access to or use of the Services (such as the unauthorised sharing of login details for the Services);
• (b) we are conducting due diligence in accordance with clause 3.9 and require additional time or information to complete our checks;
• (c) we have concerns about your authority to act on behalf of your organisation or your compliance with these Terms; or
• (d) we reasonably believe that continuing to provide access to the Services (or to specific features) would expose us or you to regulatory, legal or reputational risk.

10.2 If we suspend your access to the Services, we will let you know within a reasonable time of doing so (except where providing notice would compromise our ability to investigate potential misconduct or breach), and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Services will end.

Termination

10.3 We may terminate these Terms (meaning you will lose access to the Services, and any recurring Services will be cancelled) if:

• (e) you fail to pay your fees when they are due;
• (a) you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
• (b) you or your Authorised Users breach these Terms and that breach cannot be remedied;
• (c) you experience an insolvency event (including bankruptcy, receivership, administration, liquidation, or entering into creditors' schemes of arrangement); or
• (d) you fail to complete our due diligence process to our satisfaction within a reasonable time, or we determine (acting reasonably) that we are unable to approve your Account for access to the Paid Services in accordance with clause 3.9.

10.4 You may terminate these Terms if:

• (a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
• (b) we breach these Terms and that breach cannot be remedied,

and if you have paid fees for recurring Services upfront, you will be issued a pro-rata refund of any unused part of those fees based on the portion of the then-current Services period remaining.

10.5 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 11.9), and if you have purchased any recurring services, termination will take effect at the end of your current Services period.

10.6 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

10.7 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

10.8 This clause 10 will survive the termination or expiry of these Terms.

11. General

11.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

11.2 Complaints and Feedback: We are always looking to improve our services and products. If you have any feedback or a complaint, please notify us on our contact details set out in these Terms and we will take reasonable steps to address any concerns you have.

11.3 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

11.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 14 days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution.

11.5 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including the Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

11.6 Governing law: These Terms are governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts operating in England and Wales.

11.7 Illegal Requests: We reserve the right to refuse any request for or in relation to the Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

11.8 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

11.9 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

11.10 Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Site or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

11.11 Public Sector Compliance: This clause applies only where you are an NHS body or other public sector organisation. Where this clause applies, each of us agrees to comply with the following obligations to the extent applicable to our respective roles under these Terms:

• (a) Freedom of Information: You may be subject to the Freedom of Information Act 2000 (or equivalent legislation). We will provide you with reasonable assistance to help you comply with your obligations under that legislation, including responding promptly to any request from you for information we hold that you need to respond to a freedom of information request.
• (b) Bribery and Corruption: Each of us agrees to comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and will not engage in any activity, practice or conduct that would constitute an offence under that Act.
• (c) Modern Slavery: Each of us agrees to comply with the Modern Slavery Act 2015 and will not engage in, or knowingly permit, any form of modern slavery, forced labour or human trafficking in connection with these Terms. We will, on request, provide you with reasonable information about the steps we take to ensure that modern slavery is not taking place in our business or supply chain.
• (d) Human Rights and Equality: Each of us agrees to comply with all applicable human rights and equality laws, including the Human Rights Act 1998 and the Equality Act 2010, in connection with these Terms.
• (e) Health and Safety: Each of us agrees to comply with all applicable health and safety laws in connection with these Terms, including the Health and Safety at Work etc. Act 1974.
• (f) Environmental Aspects: Each of us agrees to comply with all applicable environmental laws in connection with these Terms and will take reasonable steps to minimise any adverse environmental impact arising from our activities under these Terms.
• (g) Social Value: We are committed to delivering social value in connection with the Services and will, on request, provide you with reasonable information about the steps we take to do so.

12. Definitions

In these Terms:

Account means an account accessible to the individual or entity who signed up to the Services, under which Authorised Users may be granted with access.

Annual Term has the meaning given in clause 4.4(b).

Associate means a pharmacist or pharmacy technician engaged by an agency with whom you have a separate contractual arrangement, who has been approved by us to register for an Associate account and whom you have invited to access the Services through your Account in accordance with clauses 3.14 to 3.19.

Authorised User means (a) any individual employed by or working for you who you permit to access and use the Services through your Account; and (b) any Associate you have invited to access the Services through your Account in accordance with clauses 3.14 to 3.19. In each case, the individual must be authorised by you to access patient data and use the Services.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Dispute has the meaning given in clause 11.4.

Free Tier has the meaning given in clause 1.9.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Paid Services means the Services that are available on a paid subscription basis (whether monthly or annual), as set out on our Site from time to time, and includes all features and functionality that are not available as part of the Free Tier, including (but not limited to) the ability to save patient data to the Services database and access to the full range of medicines supported by the Services.

Party means either you or us, and Parties means both you and us.

Services means the services we provide to you, as detailed at the beginning of these Terms.

Site means our website, as detailed at the beginning of these Terms.

Trial Period has the meaning given in clause 1.10(a).

Term has the meaning given in clause 1.1.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving the Services or stored by or generated by your use of the Services, including any personal data collected, used, disclosed, stored or otherwise handled in connection with the Services. Your Data does not include any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.