Please read these Terms and Conditions carefully. All contracts that Clinicpoints may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and Clinicpoints will ask for the Customer's express written acceptance of these Terms and Conditions before providing any such services to the Customer.
1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:
"Access Credentials" means the usernames, passwords and other credentials enabling access to the Hosted
Services, including both access credentials for the User Interface and access credentials for the API;
"Agreement" means a contract made under these Terms and Conditions between Clinicpoints and the
Customer;
"API" means the application programming interface for the Hosted Services defined by Clinicpoints and made
available by Clinicpoints to the Customer;
"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;
"Charges" means the amounts specified in the Clinicpoints platform as at the Effective Date;
"Customer" means the person or entity identified as such in the Services Order Form;
"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
Clinicpoints 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 (but excluding analytics data relating to the use of
the Platform and server log files);
"Customer Personal Data" means any Personal Data that is processed by Clinicpoints on behalf of the
Customer in relation to the Agreement, but excluding Personal data with respect to which Clinicpoints is a
data controller;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including,
while they are in force and applicable, the United Kingdom's Data Protection Act 2018 and the General Data
Protection Regulation (Regulation (EU) 2016/679);
"Documentation" means the documentation for the Hosted Services produced by Clinicpoints and delivered
or made available by Clinicpoints to the Customer;
"Effective Date" means following the Customer completing and submitting the online Services Order Form
published by Clinicpoints on Clinicpoints website, the date upon which Clinicpoints sends to the Customer an
order confirmation;
"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 Clinicpoints, which will be made available by Clinicpoints to each 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, trade marks, service
marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor
topography rights and rights in designs);
"Mobile App" means the mobile application known as Clinicpoints eMAR mobile application that is made
available by Clinicpoints through secure online registration via Clinicpoints
"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom
and the European Union from time to time;
"Platform" means the platform managed by Clinicpoints and used by Clinicpoints 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" means Beacon Software Labs Ltd trading as Clinicpoints, a company incorporated in Ireland
(registration number) having its registered office at 10, Obelisk Court, Blackrock, Co. Dublin, Ireland A94
F5W7.
"Services" means any services that Clinicpoints 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 Clinicpoints 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 Edge, Mozilla Firefox,
Google Chrome or Apple Safari, or any other web browser that Clinicpoints agrees in writing shall be
supported;
"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in
accordance with Clause 2.2;
"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely
the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy), including any
amendments to that documentation from time to time; and
"User Interface" means the interface for the Hosted Services designed to allow individual human users to
access and use the Hosted Services.
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 15 or
any other provision of these Terms and Conditions.
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 Clinicpoints hereby grants to the Customer a non-exclusive licence to use the Hosted Services by means of the
User Interface and the API for clinical management in accordance with the Documentation during the Term.
3.2 The licence granted by Clinicpoints to the Customer under Clause 3.1 is subject to the following limitations:
(a) the User Interface may only be used through a Supported Web Browser or the Mobile App;
(b) the User Interface may only be used by registered users;
(c) the User Interface may only be used by the named users identified in registered list of users
providing that the Customer may change, add or remove a designated named user in accordance
with the procedure set out therein;
(d) the User Interface must not be used at any point in time by more than the number of concurrent
users specified in registered list of users, providing that the Customer may add or remove
concurrent user licences in accordance with the procedure set out therein;
(e) the API may only be used by an application or applications meeting the requirements set out in API
integration policy; and
(f) the API may only be used by an application or applications controlled by the Customer.
3.3 Except to the extent expressly permitted in these Terms and Conditions or required by law on a nonexcludable basis, the licence granted by Clinicpoints to the Customer under Clause 3.1 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person or application to access or use the Hosted
Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the Platform, except as permitted by the
Documentation; and
(f) the Customer must not conduct or request that any other person conduct any load testing or
penetration testing on the Platform or Hosted Services without the prior written consent of
Clinicpoints.
additional list items
3.4 The Customer shall implement and maintain reasonable security measures relating to the Access
Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by
means of the Access Credentials.
3.5 Clinicpoints shall use all reasonable endeavours to maintain the availability of the Hosted Services to the
Customer at the gateway between the public internet and the network of the hosting services provider for
the Hosted Services, but does not guarantee 100% availability.
3.6 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using
the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with
Schedule 1 (Acceptable Use Policy)
3.7 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.
3.8 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a
result is liable to cause a material degradation in the services provided by Clinicpoints to its other customers
using the Platform; and the Customer acknowledges that Clinicpoints may use reasonable technical measures
to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers
generally.
3.9 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.
3.10 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.
3.11 Clinicpoints may suspend the provision of the Hosted Services if any amount due to be paid by the Customer
to Clinicpoints under the Agreement is overdue, and Clinicpoints has given to the Customer at least 30 days'
written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on
this basis.
4.1 The Customer hereby grants to Clinicpoints 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 Clinicpoints obligations and the exercise of Clinicpoints rights under the Agreement. The
Customer also grants to Clinicpoints the right to sub-license these rights to its hosting, connectivity and
telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
4.2 The Customer warrants to Clinicpoints that the Customer Data OR the Customer Data when used by Clinicpoints
in accordance with the Agreement 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
5.1 Clinicpoints shall provide the Support Services to the Customer during the Term. OR Clinicpoints may provide the
Support Services to the Customer during the Term, but shall have no obligation to do so; any such Support
Services shall be subject to this Clause 5.
5.2 Clinicpoints shall make available to the Customer an email-based helpdesk.
5.3 Clinicpoints shall provide the Support Services with reasonable skill and care
5.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the
Support Services; and the Customer must not use the helpdesk for any other purpose.
5.5 Clinicpoints shall respond promptly to all requests for Support Services made by the Customer through the
helpdesk.
5.6 Clinicpoints may suspend the provision of the Support Services if any amount due to be paid by the Customer
to Clinicpoints under the Agreement is overdue, and Clinicpoints 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 The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.
7.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Clinicpoints to the Customer, or from the Customer to Clinicpoints.
8.1 The Customer shall pay the Charges to Clinicpoints in accordance with these Terms and Conditions.
8.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires
otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and
payable by the Customer to Clinicpoints.
8.3 Clinicpoints may elect to vary any element of the Charges by giving to the Customer not less than 30 days'
written notice of the variation.
9.1 The Customer must pay the Charges to Clinicpoints in advance of the period to which they relate.
9.2 If the Customer does not pay any amount properly due to Clinicpoints under these Terms and Conditions,
Clinicpoints may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank
of England base rate from time to time (which interest will accrue daily until the date of actual
payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of
Commercial Debts (Interest) Act 1998.
10.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer
Personal Data.
10.2 The Customer warrants to Clinicpoints that it has the legal right to disclose all Personal Data that it does in fact
disclose to Clinicpoints under or in connection with the Agreement.
10.3 The Customer shall only supply to Clinicpoints, and Clinicpoints shall only process, in each case under or in
relation to the Agreement, the Personal Data of clinicians and patients of the following types: personal
details and health records; and Clinicpoints shall only process the Customer Personal Data for the following
purposes: to fulfill the completion of a medical interaction between clinician and patient.
10.4 Clinicpoints shall only process the Customer Personal Data during the Term and for not more than 30 days
following the end of the Term, subject to the other provisions of this Clause 10.
10.5 Clinicpoints shall only process the Customer Personal Data on the documented instructions of the Customer
(including with regard to transfers of the Customer Personal Data to any place outside the European
Economic Area and the United Kingdom, as set out in these Terms and Conditions or any other document
agreed by the parties in writing.
10.6 Clinicpoints shall promptly inform the Customer if, in the opinion of Clinicpoints, an instruction of the Customer
relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
10.7 Notwithstanding any other provision of the Agreement, Clinicpoints may process the Customer Personal Data
if and to the extent that Clinicpoints is required to do so by English law. In such a case, Clinicpoints shall inform
the Customer of the legal requirement before processing, unless that law prohibits such information on
important grounds of public interest.
10.8 Clinicpoints shall ensure that persons authorised to process the Customer Personal Data have committed
themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
10.9 Clinicpoints and the Customer shall each implement appropriate technical and organisational measures to
ensure an appropriate level of security for the Customer Personal Data, including the measures specified in
the information security policy of Clinicpoints (as it may be updated by Clinicpoints from time to time)
10.10 Clinicpoints must not engage any third party to process the Customer Personal Data without the prior specific
or general written authorisation of the Customer. In the case of a general written authorisation, Clinicpoints
shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or
replacement of any third party processor, and if the Customer objects to any such changes before their
implementation, then the Customer may terminate the Agreement on 7 days' written notice to Clinicpoints,
providing that such notice must be given within the period of 7 days following the date that Clinicpoints
informed the Customer of the intended changes.
10.11 As at the Effective Date, Clinicpoints is hereby authorised by the Customer to engage, as sub-processors with
respect to Customer Personal Data, third parties within the following categories, clinicians and medical
testing and laboratory services
10.12 Clinicpoints shall, insofar as possible and taking into account the nature of the processing, take appropriate
technical and organisational measures to assist the Customer with the fulfilment of the Customer's
obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
10.13 Clinicpoints shall assist the Customer in ensuring compliance with the obligations relating to the security of
processing of personal data, the notification of personal data breaches to the supervisory authority, the
communication of personal data breaches to the data subject, data protection impact assessments and
prior consultation in relation to high-risk processing under the Data Protection Laws. Clinicpoints may charge
the Customer at its standard time-based charging rates for any work performed by Clinicpoints at the request
of the Customer pursuant to this Clause 10.13.
10.14 Clinicpoints must notify the Customer of any Personal Data breach affecting the Customer Personal Data
without undue delay and, in any case, not later than 72 hours after Clinicpoints becomes aware of the breach.
10.15 Clinicpoints shall make available to the Customer all information necessary to demonstrate the compliance of
Clinicpoints with its obligations under this Clause 10 and the Data Protection Laws. Clinicpoints may charge the
Customer at its standard time-based charging rates for any work performed by Clinicpoints at the request of
the Customer pursuant to this Clause 10.15, providing that no such charges shall be levied with respect to
the completion by Clinicpoints (at the reasonable request of the Customer, not more than once per calendar
year) of the standard information security questionnaire of the Customer.
10.16 Clinicpoints shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the
Customer after the provision of services relating to the processing, and shall delete existing copies save to
the extent that applicable law requires storage of the relevant Personal Data.
10.17 Clinicpoints shall allow for and contribute to audits, including inspections, conducted by the Customer or
another auditor mandated by the Customer in respect of the compliance of Clinicpoints processing of
Customer Personal Data with the Data Protection Laws and this Clause 10. Clinicpoints may charge the
Customer at its standard time-based charging rates for any work performed by Clinicpoints at the request of
the Customer pursuant to this Clause 10.17, providing that no such charges shall be levied where the
request to perform the work arises out of any breach by Clinicpoints of the Agreement or any security breach
affecting the systems of Clinicpoints.
10.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties
not complying with the Data Protection Laws in relation to processing of Personal Data carried out under
the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the
Agreement as may be necessary to remedy such non-compliance
11.1 The Customer warrants to Clinicpoints that it has the legal right and authority to enter into the Agreement and
to perform its obligations under these Terms and Conditions.
11.2 All of the parties' warranties and representations in respect of the subject matter of the Agreement are
expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no
other warranties or representations concerning the subject matter of the Agreement will be implied into
the Agreement or any related contract.
12.1 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, Clinicpoints gives no warranty or
representation that the Hosted Services will be wholly free from defects, errors and bugs.
12.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and
subject to the other provisions of these Terms and Conditions, Clinicpoints gives no warranty or
representation that the Hosted Services will be entirely secure.
12.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that
software and those systems specified as compatible in our system specifications documentation; and
Clinicpoints does not warrant or represent that the Hosted Services will be compatible with any other
software or systems.
12.4 The Customer acknowledges that Clinicpoints 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, Clinicpoints 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.
13.1 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.
13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 13.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of
these Terms and Conditions, including liabilities arising in contract, in tort (including negligence)
and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms
and Conditions.
13.3 Clinicpoints shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
13.4 Clinicpoints will not be liable to the Customer in respect of any loss of profits or anticipated savings.
13.5 Clinicpoints will not be liable to the Customer in respect of any loss of revenue or income.
13.6 Clinicpoints will not be liable to the Customer in respect of any loss of use or production.
13.7 Clinicpoints will not be liable to the Customer in respect of any loss of business, contracts or opportunities.
13.8 Clinicpoints will not be liable to the Customer in respect of any loss or corruption of any data, database or
software.
13.9 Clinicpoints will not be liable to the Customer in respect of any special, indirect or consequential loss or
damage.
13.10 The liability of Clinicpoints to the Customer under the Agreement in respect of any event or series of related
events shall not exceed the greater of:
(a) amount; and
(b) the total amount paid and payable by the Customer to Clinicpoints under the Agreement in the 12-
month period preceding the commencement of the event or events.
13.11 The aggregate liability of Clinicpoints to the Customer under the Agreement shall not exceed the greater of:
(a) amount; and
(b) the total amount paid and payable by the Customer to Clinicpoints under the Agreement.
14.1 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.
15.1 Either party may terminate the Agreement by giving to the other party at least 30 days' written notice of
termination.
15.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other
party if the other party commits a material breach of these Terms and Conditions.
15.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other
party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with
its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is
appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its
winding up (other than for the purpose of a solvent company reorganisation where the resulting
entity will assume all the obligations of the other party under the Agreement); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) because of illness or incapacity, that other party becomes incapable of managing his or her
own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
16.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to
have effect, save that the following provisions of these Terms and Conditions shall survive and continue to
have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.10, 6, 9, 10, 13,
16, 19 and 20.
16.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the
Agreement shall not affect the accrued rights of either party.
16.3 Within 30 days following the termination of the Agreement for any reason:
(a) the Customer must pay to Clinicpoints any Charges in respect of Services provided to the Customer
before the termination of the Agreement; and
(b) Clinicpoints must refund to the Customer any Charges paid by the Customer to Clinicpoints in respect of
Services that were to be provided to the Customer after the termination of the Agreement
without prejudice to the parties' other legal rights.
17.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:
(a) sent by email to the relevant email address specified through the Hosted Services, in which case the
notice shall be deemed to be received upon receipt of the email by the recipient's email server; or
(b) sent using the contractual notice mechanism incorporated into the Hosted Services, in which case
the notice shall be deemed to be received upon dispatch,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
18.1 Subject to any express restrictions elsewhere in these Terms and Conditions, Clinicpoints may subcontract any of its obligations under the Agreement, providing that Clinicpoints must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
19.1 No breach of any provision of the Agreement shall be waived except with the express written consent of
the party not in breach.
19.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful
and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or
unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed
to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear
intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
19.3 Clinicpoints may vary the Agreement by giving to the Customer at least 30 days' written notice of the
variation. Subject to this, the Agreement may only be varied by a written document signed by or on behalf
of each of the parties.
19.4 The Customer hereby agrees that Clinicpoints may assign Clinicpoints contractual rights and obligations under
the Agreement to any successor to all or a substantial part of the business of Clinicpoints from time to time.
Save to the extent expressly permitted by applicable law, the Customer must not without the prior written
consent of Clinicpoints assign, transfer or otherwise deal with any of the Customer's contractual rights or
obligations under the Agreement.
19.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be
enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment,
waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any
third party.
19.6 Subject to Clause 13.1, a Services Order Form, together with these Terms and Conditions and any
Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of
that Services Order Form, and shall supersede all previous agreements, arrangements and understandings
between the parties in respect of that subject matter.
19.7 The Agreement shall be governed by and construed in accordance with English law.
19.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in
connection with the Agreement.
20.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
20.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
20.3 References in these Terms and Conditions to "calendar months" are to the 12 named periods (January,
February and so on) into which a year is divided.
20.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of
being preceded or followed by words indicating a particular class of acts, matters or things.
1.1 This acceptable use policy (the "Policy") sets out the rules governing:
(a) the use of the website at signtelehealth.com, any successor website, and the services available on
that website or any successor website (the "Services"); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using
the Services ("Content").
1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the
Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Clinicpoints
(and "we" and "our" should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content
or otherwise use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and
represent to us that you are at least 18 years of age.
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment
of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable
of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable
law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libelous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trademark right, design right, right in passing off,
or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the
promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in
question, and in particular for children over 12 years of age.
4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.
4.3 Content must not be pornographic or sexually explicit.
5.1 Content must not be untrue, false, inaccurate or misleading.
5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and
statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable,
be honestly held and indicate the basis of the opinion
6.1 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette
and behaviour on the internet.
7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful,
discriminatory or inflammatory.
7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4 You must not use the Services to send any hostile communication or any communication intended to insult,
including such communications directed at a particular person or group of people.
7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6 You must not unnecessarily flood the Services with material relating to a particular subject or subject area,
whether alone or in conjunction with others.
7.7 You must ensure that Content does not duplicate other content available through the Services.
7.8 You must ensure that Content is appropriately categorised.
7.9 You should use appropriate and informative titles for all Content.
7.10 You must at all times be courteous and polite to other users of the Services.
8.1 You must not without our written permission use the Services for any purpose relating to the marketing,
advertising, promotion, sale or supply of any product, service or commercial offering.
8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam -
which for these purposes shall include all unlawful marketing communications and unsolicited commercial
communications.
8.3 You must not send any spam or other marketing communications to any person using any email address or
other contact details made available through the Services or that you find using the Services.
8.4 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid
schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters,
schemes or programs.
8.5 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP
addresses.
9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes,
prize competitions or any gambling-related activity.
9.2 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs
or narcotic substances
9.3 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives,
guns or other weapons.
10.1 You acknowledge that we may actively monitor the Content and the use of the Services
11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
13.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of
the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs,
routines, applications or technologies.
13.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of
the Services, any software, programs, routines, applications or technologies that will or may have a material
negative effect upon the performance of a computer or introduce material security risks to a computer
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