Terms and Conditions
Please read these Terms and Conditions carefully. All contracts that we may enter into from time to time for the provision of the Hosted and related services shall be governed by these Terms and Conditions and Digital Health Group Ltd will ask the Customer for the Customer's express acceptance of these Terms and Conditions before providing any such services to the Customer.
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Acceptance Criteria" means:
(a) the Platform and Hosted Services conforming in all material respects with the Hosted Services Specification; and
(b) the Hosted Services being free from Hosted Services Defects;
"Account" means an account enabling a person to access and use the Hosted Services, administrator accounts;
"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
"Change" means any change to the scope of the Services OR any change to the Agreement;
"Charges" means the following amounts:
(a) the amounts specified on the website for the annual survey, the cost refers to the cost of single survey.
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);
"Customer" means the person or entity (pharmacy or company)
"Customer Confidential Information" means:
(a) any information disclosed by or on behalf of the Customer to the Provider during the Term OR at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked or described as "confidential"; or
(ii) should have been reasonably understood by the Provider to be confidential; and
(b) the Customer Data;
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;
"Customer Personal Data" means Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement and shall include Full name, email and contact details, postal address
"Customer Systems" means the hardware and software systems of the Customer that interact with, or may reasonably be expected to interact with, the Hosted Services;
"Customisation" means a customisation of the Hosted Services, whether made through the development, configuration or integration of software, or otherwise;
"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
"Effective Date" means the date upon which the customer makes the payment or the date from which the customer is allowed access to the system.
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means surveyfocus.co.uk, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
"Minimum Term" means, in respect of the Agreement, the period for the annual survey, terminating on the 31st of each year;
"Permitted Purpose" means specify purpose or purposes;
"Personal Data" has the meaning given to it in the Data Protection Act 1998;
"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services , including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed
Provider, We, us " means Digital Health Group Ltd, a company incorporated in England and Wales (registration number 10414554) having its registered office at Suite 415, Crown House North Circular Road, Park Royal, London, England, United Kingdom, NW10 7PN
"Provider Confidential Information" means:
(a) any information disclosed by or on behalf of the Provider to the Customer during the Term OR at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Customer (acting reasonably) to be confidential; and
(b) [the terms of the Agreement];
"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
"Services Order Form" means an online order form published by the Provider and completed and submitted by the Customer, incorporating these Terms and Conditions by reference;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
"Term" means the term of the Agreement
"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 30.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.
3.1 The Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.
3.2 The Provider hereby grants to the Customer a UK, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation] during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 5.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, owner and employees of the pharmacy or company.
(b) the Hosted Services must not be used at any point in time by more than one pharmacy.
3.4 The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
3.5 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.6 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.7 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.8 surveyocus.co.uk is only a tool to help pharmacies complete their annual Community Pharmacy Patient Questionnaire (CPPQ) and we don’t have any other input or responsibility. The cusotemr (pharmacy or company or individual) is responsible for managing their account and ensuring that they understand how the system works and using it to complete their CPPQ.
3.8 We are not responsible for any misuse of the system and we can not guarantee that mistakes made by the customer can be reversed or rectified.
3.9 Customer should ensure that they finish their CPPQ in good time to avoid missing the deadline for their CPPQ compilation.
4.1 The Provider shall provide the Maintenance Services to the Customer [during the Term].
4.2 The Provider shall provide the Maintenance Services with reasonable skill and care .
4.3 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
5.1 The Provider shall provide the Support Services to the Customer during the Term.
5.2 The Provider shall provide the Support Services [with reasonable skill and care]
5.3 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least [30 days'] written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
6.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:
(a) co-operation, support and advice;
(b) information and documentation; and
(c) governmental, legal and regulatory licences, consents and permits,
as are reasonably necessary to enable the Provider to perform its obligations under the Agreement.
6.2 The Customer must provide to the Provider, or procure for the Provider, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under the Agreement.
7.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement[, together with the right to sub-license these rights [to its hosting, connectivity and telecommunications service providers] to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement.
7.2 The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
7.3 The Provider shall create a back-up copy of the Customer Data at least monthly, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 5 days.
8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
9.1 The Provider shall issue invoices for the Charges to the Customer for the subscription of the surveyfocus system.
9.2 The Customer must pay the Charges before the customer can get access to the system.
9.3 The Customer must pay the Charges by debit card, credit card, direct debit or paypal or any other payment method agreed by the provider.
10.1 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with these Terms and Conditions, and that the processing of that Personal Data by the Provider for the Permitted Purpose in accordance with these Terms and Conditions will not breach any applicable data protection or data privacy laws (including the Data Protection Act 1998).
10.2 The Provider warrants to the Customer that:
(a) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Customer Personal Data and against loss or corruption of Customer Personal Data;
(b) it will only process the Customer Personal Data for the purposes of performing its obligations and exercising its rights under the Agreement;
(c) it will process the Customer Personal Data in compliance with all applicable laws
11.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
11.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
11.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with certain software and hardware; and the Provider does not warrant or represent that the Hosted Services will be compatible with all software or systems.
11.4 The Customer acknowledges that the Provider will not provide any [legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
12.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
12.2 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
12.3 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
12.4 Neither party shall be liable to the other party in respect of any loss of revenue or income.
12.5 Neither party shall be liable to the other party in respect of any loss of use or production.
12.6 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
12.7 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
12.8 The liability of the Provider to the Customer under the Agreement in respect of any event or series of related events shall not exceed the greater of:
(a) the total amount paid and payable by the Customer to the Provider under the Agreement in the 12-month period preceding the commencement of the event or events.
12.9 The aggregate liability of the Provider to the Customer under the Agreement shall not exceed the greater of:
(a) the total amount paid and payable by the Customer to the Provider under the Agreement.
13.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
13.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
13.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
14.1 The Provider may subcontract any of its obligations under the Agreement
14.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
14.3 Notwithstanding any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
15.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
15.2 The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.
16.1 For whatever reason if you want to terminate your License then you must inform the SurveyFocus team as soon as possible. The necessary steps will need to be taken to transfer your data where possible. Your account will be disabled. If you have time left in your license to expire, this will not be refundable if you decide to terminate your license.
16.2 We may terminate your License in the event (but not limited to), if you breach the terms of use or we suspect any misuse of the system. We may terminate your licenses without any notice.
16.1 These Terms and Conditions shall be governed by and construed in accordance with English law.
16.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of [England]