1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
means an account required to access and use Our Web Service, as detailed in Clause 3;
means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Web Service;
means the contract between Us and you for the purchase and sale of a Subscription to Our Web Service, as explained in Clause 5;
means your order for a Subscription;
means Our acceptance and confirmation of your Order;
means a subscription to access Our Web Service, purchased in accordance with these Terms and Conditions;
|means any data transformation, calculation or transaction undertaken by Our Web Service;|
means a user of Our Web Service;
means data and text created and/or uploaded by Users in or to Our Web Service; and
means Debigno Ltd trading as Pathway Analytics, a limited company registered in England, whose registered address is 207 Regent Street, London W1B 3HH.
|means according to your organisation, either to support the provision of health services, if your organisation is a healthcare provider or to support the commissioning of health care services and the provision of public health, if your organisation is a local government administrative area. Where other organisations may be given access to the Our Web Service, a specific Legitimate Purpose will be indicated and access to data will be constrained appropriately.|
2. Access and Changes to Our Web Service
2.1 Access to Our Web Service requires a Subscription. Upon purchasing a Subscription, Our Web Service will be available to you for the duration of that Subscription and any and all subsequent renewals.
2.2 We may, from time to time, make changes to Our Web Service:
2.2.1 Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue. They will be unlikely to materially affect your use of Our Web Service;
2.2.2 Minor changes may be made to reflect changes in the law or other regulatory requirements. They will be unlikely to materially affect your use of Our Web Service; and
2.2.3 We will continue to develop and improve Our Web Service over time, in some cases making significant changes to it.
2.3 We will always aim to ensure that Our Web Service is available at all times during the working week (monday to Friday 9am to 5pm UK time). In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 2.2. If We need to suspend Our Web Service for longer than 48 hrs during the working week, We will add the corresponding time to the duration of your current Subscription period at no cost to you.
3.1 An Account is required to use Our Web Service. Accounts are supplied to named individuals only.
3.2 We will not create an Account for you unless, at Our sole discretion, We consider you have a legitimate reason to hold an Account.
3.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
3.4 When creating your account you must provide us with your official personal work email address and a validated telephone number, preferably a mobile number. We will use your mobile number to enhance the security login of your account and offer opt-in communications and notifications to you.
3.5 We require that you choose a strong password for your Account. It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.
3.6 You must not use anyone else’s Account. You must not share your Account with anyone else. In circumstances where, for example, You are on long term leave, sick or replaced by a new appointee, at our sole discretion, we may allow you to transfer your Account to another User for the remaining period of your Subscription.
3.7 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Act, as set out in Clause 20.
3.8 If you wish to close and delete your Account, you may do so at any time by informing Us. Closing your Account will result in the removal of your information from Our system. If you have an active Subscription, your Account will remain active for the duration of the remainder of the Subscription period you are currently in.
4. Subscriptions, Pricing and Availability
4.1 We make all reasonable efforts to ensure that all general descriptions of the services available from Us (specifically, Our Web Service) correspond to the actual services that will be provided to you. There may, however, be minor variations from descriptions from time to time.
4.2 Where appropriate, you may be required to select your required Subscription. Different types of Subscription provide access to different features in Our Web Service. Please ensure that you select the appropriate Subscription when prompted.
4.3 All pricing information is correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes will not affect Subscriptions that have already been purchased, but may affect renewals of Subscriptions.
4.4 All Subscription prices are checked by Us when your purchase is processed. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing before processing your purchase to ask you how you wish to proceed. We will not charge you or activate your Subscription until you respond. If We do not receive a response from you within 48hrs, We will treat your purchase as cancelled and notify you accordingly by email.
5. Subscriptions – How Contracts Are Formed
5.1 You will be guided through the Subscription process when you make a purchase. Before confirming a purchase, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order. Please ensure that you check carefully before confirming your purchase.
5.2 No part of Our Web Service, website or any other material constitutes a contractual offer capable of acceptance. By purchasing a Subscription, you are making Us a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a numbered Invoice via email. Only once We have sent you an Invoice will there be a legally binding contract between Us and you (“the Contract”).
5.3 Invoices contain the following information:
5.3.1 Confirmation of your chosen Subscription;
5.3.2 Fully itemised pricing, including, where appropriate, taxes and other additional charges;
5.3.3 Details of the duration of your Subscription including the end date; the start date is the date of the invoice unless stated otherwise;
5.3.4 A list of organisations your Account is associated with. Your Account will be able to view data appropriate with your subscription associated with these listed organisations.
5.4 Subject to the cancellation provisions in Clause 7, you may request an alteration to your Subscription which may include a novation of the User to a different User or an upgrade of the Subscription to a higher level Subscription in return for an additional Subscription fee which We may offer you.
5.5 By purchasing a Subscription, you are expressly requesting that you wish access to Our Web Service to be made available to you immediately (and will be required to acknowledge this).
6.1 Payment for Subscriptions will be due at the time of purchase. Your chosen payment method will be billed immediately upon confirmation of your Subscription. Or at our sole discretion we may Invoice you in which case payment is due immediately on receipt of our invoice.
6.2 We accept the following methods of payment:
6.2.1 Bank Transfer;
6.2.2 Online card payment;
6.2.3 Over the telephone card payment.
6.3 We do not charge any additional fees for any of the payment methods listed above.
6.4 We reserve the right to charge interest and reasonable administrative charges in line with Public Contracts Regulations 2015 on invoices remaining outstanding for more than 30 days. Payments are due to on presentation of a valid invoice.
6.5 If you require a Purchase Order to be present on Invoices you must supply it. Lack of a Purchase Order number on our Invoices will not invalidate the Invoice and we shall start to provide Our Web Service once we have issued an Invoice with or without a Purchase Order.
7.1 Please note that, as explained in sub-Clause 5.6, because access to Our Web Service is made available immediately upon the purchase of a Subscription there is no cooling off period. However, if you believe you have received an invoice in error you may cancel the Subscription under the termso of Clause 7.2
7.2. We offer a limited short-term cancellation right to customers if you have purchased a Subscription by mistake. Please contact Us within 7 days of the Invoice date of the Subscription at firstname.lastname@example.org. Please note that this option is available only if you have not used Our Web Service during the period of the Subscription that you wish to cancel. If We can trace any use of Our Web Service to your Account during that period, you will not be able to cancel under this provision.
7.3 You may cancel at any time in the following limited circumstances and you may be entitled to a full or partial refund for services not provided:
7.3.1 We have informed you that We have suspended, or are planning to suspend, availability of Our Web App for a period greater than 48 hrs during the working week.
7.3.2 We have breached these Terms and Conditions or have in any way failed to comply with Our legal obligations to you.
7.4 Subject to sub-Clause 7.3, Subscriptions cannot be cancelled. (This is also subject to the short-term right set out in sub-Clause 7.2).
7.5 To cancel a Subscription for any reason, please inform us by email at email@example.com providing your name, email address, telephone number and details of your Subscription;
7.6 Any and all refunds due to you will be made no later than 14 calendar days after the date on which We acknowledge your cancellation.
7.7 In certain limited circumstances, for example we detect a breach of this contract which has not been remedied, We may cancel your Subscription and/or close your Account. If We take such action, you will be notified by email and We will provide an explanation for the cancellation and/or closure.
7.8 If your Account is closed and your Subscription cancelled because you have breached these Terms and Conditions, you will not be entitled to a refund. If you believe We have closed your Account and cancelled your Subscription in error, please contact Us at firstname.lastname@example.org.
7.9 If your Account is closed and/or your Subscription is cancelled for any other reason, you will be refunded the remaining balance of your Subscription. The refund will be calculated based upon the price of your Subscription being divided by the total number of days in the Subscription and multiplied by the number of whole days remaining until the end of the Subscription. Any and all refunds due to you will be made no later than 14 calendar days after the date on which the closure and/or cancellation becomes effective. Refunds will be made to your original payment.
8. Our Intellectual Property Rights and Licence
8.1 We grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use Our Web Service to calculate and manage commissioning data for commissioning and public health purposes, subject to these Terms and Conditions.
8.2 Subject to the licence granted to Us undersub-Clause 11.3, Users retain the ownership of copyright and other intellectual property rights in their User Content (subject to any third party rights in that User Content and the terms of any licence and obligations under which you use such Content).
8.3 All other Content included in Our Web Service (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
8.4 By accepting these Terms and Conditions and using our Web Service, you hereby undertake:
8.4.1 Not to copy, download or otherwise attempt to acquire any part of Our Web Service;
8.4.2 Not to disassemble, decompile or otherwise reverse engineer Our Web Service;
8.4.3 Not to allow or facilitate any use of Our Web Service that would constitute a breach of these Terms and Conditions; and
8.4.4 Not to embed or otherwise distribute Our Web Service on any website, ftp server or similar.
9. Links to Our Web App
9.1 Our service is not designed to be accessed by Users without an Account.
10. Links to Other Content
We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume nor accept responsibility or liability for such third party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.
11. User Content
11.1 You agree that you will be solely responsible for any and all User Content that you create or upload using Our Web Service. Specifically, you agree, represent and warrant that you will not upload any user identifiable data and that you have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in clause 13.
11.2 You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 11.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.
11.3 You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein. By creating or uploading User Content, you grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating Our Web Service. However, where User Content is patient level clinical records records, you grant us an unconditional, non-exclusive, royalty-free, perpetual, worldwide licence to use, store, archive, publish within a limited distribution group, transmit within a limited distribution group, adapt, edit, reproduce, distribute within a limited group, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating Our Web Service.
11.4 We may reject, reclassify, reprocess, or remove any User Content created or uploaded using Our Web Service where that User Content, in Our sole opinion, violates Our Acceptable Usage Policy, or if We determine that the User Content in question should is causing disruption to Our Web Service.
12. Intellectual Property Rights and User Content
12.1 All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licenced by the relevant User. All User Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
12.2 Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon, another User’s User Content without first obtaining the express consent of the User to whom the User Content in question belongs.
13. Acceptable Usage Policy
13.1 You may only use Our Web Service in a manner that is lawful and that complies with the provisions of this Clause 13. Specifically:
13.1.1 You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
13.1.2 You must not use Our Web Service in any way, or for any purpose, that is unlawful or fraudulent;
13.1.3 You must not use Our Web Service to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind;
13.1.4 You must not use Our Web Service in any way, or for any purpose, that is intended to harm any person or persons in any way; and
13.1.5 You must follow Our guidance published from time to time on Our web Service on the format of User Content and how to upload it.
13.1.6 When Our Web Service provides You with data you will use that data only for the appropriate Legitimate Purpose provided for under this Agreement.
13.2 We reserve the right to suspend or terminate your Account and/or your access to Our Web Service if you materially breach the provisions of this Clause 13 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions:
13.2.1 Suspend, whether temporarily or permanently, your Account and/or your right to access Our Web Service (for more details regarding such cancellation, please refer to sub-Clause 7.9);
13.2.2 Remove any of your User Content which violates this Acceptable Usage Policy;
13.2.4 Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
13.2.7 Any other actions which We deem reasonably appropriate (and lawful).
13.3 We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.
14.1 We may feature advertising within Our Web Service and We reserve the right to display advertising on the same page as any User Content.
14.2 You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
14.3 We will not be responsible for any advertising in Our Web Service including, but not limited to, any errors, inaccuracies, or omissions.
15. Problems with Our Web Service
15.1 If you have any questions or complaints regarding Our Web Service, please email Us at email@example.com.
16.1 No part of Our Web Service or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only. Users are encouraged to independently validate the Integrated Sexual Health Tariff Charges shown on Our Web Service.
16.2 We make reasonable efforts to ensure that the content contained within Our Web Service is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that Our Web Service (and the content therein) is complete, accurate or up-to-date.
16.3 We are not responsible for the content or accuracy, or for any data, opinions, views, or values expressed in any User Content created or uploaded using Our Web Service. Any such data, opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
17. Our Liability
17.1 To the fullest extent permissible by law, We accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) Our Web Service or the use of or reliance upon any Content or Process (whether that Content is provided by Us or whether it is User Content) included in Our Web Service.
17.2 To the fullest extent permissible by law, We accept no liability to Users or businesses for loss or damage that is not foreseeable.
17.3 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Web Service or any Content (including User Content) or Process included in Our Web Service.
17.4 We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
17.5 We exercise all reasonable skill and care to ensure that Our Web Service is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Web Service (including the downloading of any Content (including User Content) from it) or any other website or service that We may provide a link to.
17.6 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Web Service resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
17.7 Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
18. Viruses, Malware and Security
18.1 We exercise all reasonable skill and care to ensure that Our Web Service is secure and free from viruses and other malware. We do not, however, guarantee that Our Web Service is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 17.5.
18.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
18.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Web Service.
18.4 You must not attempt to gain unauthorised access to any part of Our Web Service, the server on which Our Web Service is stored, or any other server, computer, or database connected to Our Web Service.
18.5 You must not attack or penetration test Our Web Service by means of a denial of service attack, a distributed denial of service attack, or by any other means.
18.6 By breaching the provisions of sub-Clauses 18.3 to 18.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Web Service will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.
19. Privacy and Cookies
20. Data Protection
20.1 All personal information that We may collect (including, but not limited to, your name and contact details) will be collected, used, and held in accordance with the provisions of the Data Protection Act 2018 and your rights and Our obligations under that Act.
20.2 We may use your personal information to:
20.2.1 Reply to any communications that you send to Us;
20.2.2 Send you important notices, as detailed in Clause 21; and
20.2.3 Distribute your data under these Terms and Conditions as part of the Our Web Service.
20.3 We will not pass your personal information on to any third parties outside Our Web Service without first obtaining your express permission to do so.
20.4 We will take all reasonable endeavours to secure and protect anonymised patient data and not distribute it beyond Users from within the same organisation.
21. Communications from Us
21.1 If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, automated notifications from Our Web Service Service changes, changes to these Terms and Conditions, changes to Our Web Service, and changes to your Account.
21.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link.
21.3 For questions or complaints about email communications from Us (including, but not limited to, marketing emails), please contact Us at firstname.lastname@example.org.
22. Other Important Terms
22.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
22.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
22.3 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
22.4 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
23. Changes to these Terms and Conditions
23.1 We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our Web Service after the changes have been implemented. You are therefore advised to check this page from time to time.
23.2 This Agreement constitutes the entire agreement and understanding between the parties to this Agreement and supersedes all prior and contemporaneous negotiations and understandings between the parties whether oral or written, expressed or implied.
24. Contacting Us
24.1 To contact Us, please email Us at email@example.com.
25. Law and Jurisdiction
25.1 These Terms and Conditions and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
25.2 Any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.