Software Terms & Conditions

v4.4 - 25 May 2012

These terms and conditions cover your use of PPS and our provision of support for PPS. Making payment in respect of the PPS software licence or lease, or payment for a PPS Support contract indicates acceptance of these terms and conditions. We have tried our best to make these clear and easy to read and where possible have avoided using legal terms and jargon.

Some Definitions

The defined words here in quotes may be used in lower, upper or capitalised case in this document.

"Us" or "Our" or "we" refers to Rushcliff Ltd and any of our appointed agents.

"You" or "Your" refers to you and your organisation and staff as the client paying for or using PPS and our Support Services.

"PPS" is Private Practice Software as developed and produced by Rushcliff Ltd.

    General

    These are some general terms and conditions that apply to all of our small print pages, and to all software and support services that we provide.

  1. Security and Confidentiality
    1. All our staff work under a signed confidentiality agreement which includes provision for our staff having access to client (your) data.
    2. As a company we are registered with the Data Protection Act and operate strictly under its guidelines. Our registration number is Z2243568.
    3. Where we host your data via PPS Hosted, your data stored in PPS is protected by two levels of login. Only our support staff will have access to your data for support and system administration purposes.
    4. Where we host your data via PPS Hosted, data will be displayed on your local screen via an encrypted connection to the server.
    5. We guarantee that where we have access to your data we will only use your data as far as is necessary to carry out any work relating to the implementation, installation or support of PPS.
    6. We undertake not to disclose the contents of your database or the data therein to any third party unless we are required to do so by law, or it is necessary to do so in order to perform any agreed work and then only with the express written permission of the owner of the database.
    7. Any printed examples of your data produced in the course of any support involvement will be destroyed on completion.
    8. We are competent to ensure the safe keeping of the data while it is in our possession and all necessary steps will be taken to ensure that the terms of this undertaking are adhered to.
    9. Each PPS Hosted Server is housed in a UK-based data centre. These establishments are set up and operated with high security levels in place including physical access to the building and internal parts of the building and access to computers and data stored. The staff at the data centre do not have access to your database information.
  2. Insolvency - If a petition to wind up your business is presented to a court or you or your organisation calls a meeting of creditors or passes a resolution for voluntary winding-up (otherwise than for the purpose of reconstruction or amalgamation whilst insolvent), or a receiver or other similar officer of any of your assets is appointed then we shall have the right to cancel any uncompleted part of these terms and payments for deliveries already made shall immediately become due.
  3. Force Majeure - Neither party shall be liable for failure to perform its obligations under these terms and conditions if such failure results from circumstances beyond the party's control
  4. Termination - Either party shall have the right to terminate the binding of these terms and conditions if the other party is in material breach of any terms and does not rectify such breach within 30 days of receipt of notification thereof in writing, from the injured party. Termination shall not affect any other rights of the injured party.
  5. Law - Unless otherwise agreed in writing, these terms and conditions shall be construed and interpreted in accordance with the laws of England.
  6. Entire Agreement - The parties agree that these terms and conditions represent the entire agreement between the parties relating to the purchase or lease of PPS and the provision of PPS Support, and that no statements or representations made by either party have been relied upon by other in agreeing to enter into Contract.
  7. Prices and Payments
    1. All our prices are quoted exclusive of Value Added Tax which is payable in accordance with current legislation.
    2. We will give you a minimum of three months' notice of any price increases.
    3. We reserve the right to charge an administration fee for any failed or late payments in respect of bank transfers or credit/debit card payments.


    Acceptable Use Policy

    This part of our terms and conditions describes the acceptable use of PPS Hosted and The PPS Software. It is designed to make sure that you do not use PPS for illegal or prohibited use. This applies particularly to using PPS Hosted and The PPS Software for sending mailshots via E-Mail or using our network and servers for such purpose.

    The Acceptable Use Policy (AUP) is designed to protect us, you and the Internet community in general from irresponsible or, in some cases, illegal activities. The Policy is a non-exclusive list of the actions and use of PPS Hosted and The PPS Software that are prohibited

    Prohibited Uses of PPS Hosted and The PPS Software:

    1. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
    2. Transmission, distribution or storage of any material that may cause us to come into disrepute or which could be considered immoral even if of a legal nature.
    3. Provision of internet access, VPN or tunnelling of traffic from unidentified users, or in a manner which user details cannot be disclosed to us.
    4. Sending Unsolicited Bulk Email ("UBE", "spam"). The sending of any form of Unsolicited Bulk Email through the PPS Hosted servers is prohibited. Likewise, the sending of UBE from another service provider advertising a web site, email address or utilizing any resource hosted on our servers, is prohibited. Your PPS Hosted accounts or services may not be used to solicit customers from, or collect replies to, messages sent from another Internet Service Provider where those messages violate this Policy or that of the other provider.
    5. Running Unconfirmed Mailing Lists. Subscribing email addresses to any mailing list without the express and verifiable permission of the email address owner is prohibited. All mailing lists run by you must be Closed-loop ("Confirmed Opt-in"). The subscription confirmation message received from each address owner must be kept on file for the duration of the existence of the mailing list. Purchasing lists of email addresses from 3rd parties for mailing to from PPS Hosted is prohibited.
    6. Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to violate this AUP or the AUP of any other Internet Service Provider, which includes, but is not limited to, the facilitation of the means to send Unsolicited Bulk Email, initiation of pinging, flooding, mail-bombing or denial of service attacks.
    7. Operating an account on behalf of, or in connection with, or reselling any service to, persons or firms listed in the Spamhaus Register of Known Spam Operations (ROKSO) database at www.spamhaus.org/rokso.
    8. Unauthorised attempts by a user to gain access to any account or computer resource not belonging to that user (e.g., "cracking").
    9. Obtaining or attempting to obtain service by any means or device with intent to avoid payment.
    10. Unauthorised access, alteration, destruction, or any attempt thereof, of any information of any of our customers or end-users by any means or device.
    11. Knowingly engaging in any activities designed to harass, or that will cause a denial-of-service (e.g., synchronised number sequence attacks) to any other user whether on our network or on another provider's network.
    12. Using our Services to interfere with the use of our servers or network by other customers or authorised users.
  8. Your Responsibility

    1. By using PPS Hosted, or The PPS Software you agree to ensure that you abide by this Policy. Any complaints that we receive about you will dealt with seriously. If violation of these terms has taken place we reserve the right to terminate your use of The PPS Software or PPS Hosted.


  9. The PPS Software

    These are the terms and conditions for you using our software.

  10. Patents Designs and Copyright
    1. We (and our suppliers) retain all proprietary interests and rights in and over our own products and systems and all trade secrets, patent rights, and ideas in relation thereto remain the exclusive property of us and our suppliers.
    2. You will not be responsible for any and all actions or claims arising out of any actual or alleged infringement of any patent, copyright or trade secrets in respect of your use of PPS.
  11. Disclaimer and limit of liability
    1. The PPS software and associated documentation supplied by us is supplied "as-is". We do not warrant any claims made by directors, employees or any agents as to performance, functionality or reliability of PPS or associated documentation.
    2. We (as Rushcliff Ltd, its directors, employees or agents) shall have no liability or responsibility to the you or any other person or entity with respect to any liability, loss, or damage caused, or alleged to be caused, directly or indirectly by any software supplied by us. You (as the user or the purchaser of the software licence) assumes the entire cost of any incidental or consequential damages resulting from the use of the software or associated documentation.
  12. Software Registration
    1. The software includes a "Demonstration" database and a "Live" database. The live database can only be accessed if PPS is "registered".
    2. When you either a) purchase the PPS licence or b) enter into a lease agreement (such as PPS Hosted) then you will be provided with a registration key. This is a file which resides within your PPS database. When a valid copy of this file exists in your PPS database then your PPS system is "registered".
    3. The registration file can only be used on ONE PPS database. You are not allowed to copy this key and use it on another PPS database. For example if you own two clinics you MUST purchase or lease TWO PPS systems.
    4. If you lease PPS (for example PPS Hosted) then your registration key will be automatically renewed each month. If the contract is terminated or you fail to make payment then your registration key will not be renewed and you will not be able to log in to the PPS "live" database after the expiration of the registration key.
    5. If you purchase PPS then your registration key will never expire. You cannot purchase PPS to use on our servers, only your own PC / Network / Server.
  13. Software Functionality
    1. PPS provides functionality in accordance with the description of the software on our web site including software release notes and help documentation.
    2. We make changes and additions to the functionality, and introduce new features from time to time through the release of new versions of the software. These are documented in release notes.
    3. If you do not want to use the new features then you should not update the PPS software to the new release version.
    4. You can stop new updates by informing us and we will switch this option off on your details on our central registration database.
  14. New releases of PPS
    1. You are entitled to update PPS to a new release version provided that you have a valid current support contract with us, or you use PPS Hosted.
    2. New releases of PPS are downloaded and installed via a menu option within the PPS software.
  15. Add-On PPS Software
    1. If you have commissioned us to develop and supply additional PPS functionality in the form of additional modules, menu options or reports, then this additional software is provided under the same terms and conditions as the main PPS software.


    PPS Support

    These are the terms and conditions for us providing support to you. These apply if: a) you have valid current support contract with us, b) you are using PPS Hosted, or are leasing the PPS software on a monthly basis, c) you have paid a one-off fee for support for a specific issue.

  16. If you have purchased the PPS licence then you have the option to purchase an annual support contract with us. If you use PPS Hosted or if you lease the PPS software on a monthly basis then this includes your PPS support contract.
  17. Support is provided by telephone and e-mail. This can include our support staff logging on to your PC screen (with your permission) provided that the you have the correct software available.
  18. Our support team are available between 09:30 and 17:30 Monday through Friday except for UK bank holidays.
  19. Out of hours - We do not offer out of hours cover unless we have previously agreed this with you in writing. If you use PPS Hosted and you are unable to connect to the server, then you can notify us via our out of hours contact form which can be found via this URL https://www.rushcliff.com/support/pps-out-of-hours, and we will endeavour to promptly address the issue. There are no contractual timescales for this service. This e-mail address is for connection issues only and not for routine support calls.
  20. Very occasionally our support desk may be manned using "emergency cover only" in order for us to carry out training or other company business. Where this is the case we will inform you in advance via e-mail.
  21. Support Services included
    1. Clarification of system documentation (such as user manuals, technical notes and software bulletins).
    2. Responses to questions relating to "how to use" PPS.
    3. Responses to questions relating to "how to configure" PPS to suit your requirements.
    4. Access to programmers and system developers for problem definition.
    5. Advice how to deal with disaster recovery of your database.
    6. General informal advice about hardware and networking.
  22. Support services not included
    1. Configuration of, or advice about your hardware or network or any other non-PPS software.
    2. Visits by us to your place of work.
    3. Installation or re-installation of the PPS software at your request.
    4. Corrections to faults identified in PPS other than corrections made through normal new releases of the software.
    5. Correction to malfunctions in PPS caused by your hardware, hardware configuration or your actions.
    6. Assistance with any PPS matters where we consider that you are using PPS for illegal or illicit purposes.
  23. Our aim is to answer all incoming support telephone calls. Where we are unable to do this due to busy periods on the support desk, then you should leave a voicemail and one of our team will return your call.
  24. Our support team use call logging software. If you leave a voicemail, then the call is logged at the time the voicemail is transcribed and you will receive a call back. All calls are returned in strict order. You may elect to nominate a convenient time that we can return your call and we will do our best to call back at the requested time.
  25. Warranty and Limit of Liability
    1. We will ensure that support services are provided by competent personnel. All our support staff are trained and closely supervised.
    2. We will not be responsible for any claims for direct, indirect or consequential losses arising from our actions in providing support to you.
  26. Your responsibilities
    1. To ensure that PPS is installed on suitable hardware and operating system software, and that the hardware (and network where appropriate) has sufficient capacity to run the software effectively.
    2. To ensure that all peripheral equipment that PPS will use such as printers and scanners is installed and maintained correctly.
    3. To have your staff properly trained in the use of PPS.
  27. If we provide support to you outside the scope of our normal support services provision, we may charge you extra for this.


  28. Training

    Cancellations and amendments

    1. All requests for cancellations and/or transfers must be received in writing.
    2. Changes and refunds will become effective on the date of written confirmation being received.
    3. The appropriate cancellation charge will apply based on the cost of your booking, as shown below.

    Calendar days notice before the start date of the event Refund applicable
    15 calendar days or more Administration fee of £40 + VAT per delegate.
    Between 1 and 14 calendar days (inclusive) No refund will be given, unless the place is refilled and then the Administration fee of £40 + VAT will be charged.
    Failure to attend No refund will be given.


    PPS Hosted

    If you use PPS Hosted (where we host your PPS system on one of our servers) then the terms and conditions in this section apply to you.

  29. Provision of service
    1. PPS Hosted is a fully hosted PPS System accessible via the internet. The software and database is housed in a secure "data centre". Such centres are commonly used by large organisations in the public and private sector as a means of housing software and data for fast secure universal access via the internet.
    2. The PPS Hosted service is provided by, set up, managed and maintained by us (Rushcliff Ltd) and our appointed agents: Gravity Services Ltd. For the purposes of these terms and conditions Rushcliff Ltd and Gravity Services Ltd. are collectively defined in the definitions above.
    3. The server used in the data centre is leased exclusively by us. The software and database is set up in a secure account on the server specific to you. There is no access to the account by anyone except the you and us in the capacity of the customer's "system administrator". Data centre staff and other individuals outside our organisation do not have access to your data.
    4. Access to PPS is provided by a Remote Desktop Connection and an online account. Each user is allocated a login and password to the online account. Once you successfully log in, you are then presented with the PPS software login screen, where you then enter your PPS-specific login and password. This provides two levels of security for access to your data. The Remote Desktop Connection software is provided by Microsoft (and other organisations) and is available on most desktop and hand-held platforms. On some platforms you may be required to purchase the Remote Desktop Connection software.
    5. Each login to the online account is specific to each user. If you disclose your password to another user, and they use this to access the online account whilst you are already logged in, then the other user will immediately take over your session and log you out. This can provide a security risk as they will automatically be logged in to PPS using your PPS login. We therefore require that you do not share your online login details.
    6. In setting up your account we will endeavour to configure your printers and scanners to work seamlessly with PPS. Whilst most modern printers and scanner will be compatible, there is no guarantee that your make and model of printer or scanner will be compatible for use. You are responsible for providing a compatible printer and scanner.
    7. All data stored in your PPS Hosted database is owned by you. You can back up the database to your local disk, or request us to provide a backup for you (which we may charge a small fee for). Regular daily backups are made of your data to removable media and to another server housed in another data centre.
    8. PPS Hosted servers use RAID disk technology. This mirrors all hard disk activity and is an essential part of providing an uninterrupted service.
    9. PPS Hosted does require an internet connection in order to access the database. Our target for availability of the database is 99.9% up-time (except for scheduled maintenance where you will be notified in advance and normally takes place outside normal office hours). If you have problems with your own local internet connection, then this will affect your access to the database. In the event of your local internet connection not being available, we do recommend that you have provision in place for alternative access to the online server.
  30. Software Lease contract
    1. This contract is between you and us. We set up your access to PPS Hosted for you and provide you with the login details. once you have paid your first monthly payment then this indicates your acceptance of our terms and conditions.
    2. You will pay a monthly fee for the user logins you require and services you use. This will be agreed with you in advance. You will be informed of your login details once you have paid your first monthly fee. Payment of the monthly fee will renew your PPS licence and allow you to log in to PPS for a further month.
    3. The monthly fee is normally payable by credit card or debit card. We will set up a recurring monthly transaction and take the payment each month automatically on the nominated date.
    4. If you fail to make payment, or your automated payment fails, we will inform you to allow you the option to make payment by alternative means. There is a three week grace period during which this payment must be made. If payment is not made during the grace period then your login to PPS will be suspended until such time as payment is made, or the contract cancelled.
    5. You must give a minimum of one month notice to cancel the contract. In the event of cancellation of the contract, the contract will terminate at the end of the current calendar month. For example; if a contract is cancelled on the 15th but the monthly payment is taken on the 15th or over then that final payment will be taken. If the monthly payment is taken on the 14th or before then no further payment will be taken.
    6. We have the right to terminate your contract if you have breached any of our terms and conditions.
    7. We have the right to terminate the contract if we suspect that you are using PPS in conjunction with or in support of any illegal activity.
    8. Your monthly fee also includes your PPS Support contract. This allows you access to our dedicated support desk and also entitles you to PPS software updates via new releases. You are also therefore bound by the PPS Support Terms and Conditions detailed in this document.
    9. We will provide a minimum of three months' notice of any increase in monthly costs.


    PPS Sync Server

    If you are synchronising two or more PPS systems then this section applies to you:

  31. Provision of Service
    1. PPS Sync uses a unique approach to allowing you to access your data. Unlike other systems that allow you to access remotely, with PPS Sync you are not totally reliant on a permanent fast internet connection. The PPS Sync Server process sends all its updates to and receives all its updates from a hosted transaction database stored on our servers.
    2. Once each update has been processed by the recipient database that update is then deleted. PPS Sync transaction database stores only unprocessed updates and therefore is not a backup service.
    3. The servers used in these data centres are leased exclusively by us. There is no access to the account by anyone except us should the need arise for you to restore your database with a backup. Data centre staff and other individuals outside our organisation do not have access to your data.
    4. Your PPS Sync will run every few minutes. The maximum amount of updates processed in any one run is 1000. PPS Sync will then disconnect and wait until the next scheduled run. If you have not used one of your PPS systems for several weeks then the updates to that system may time some time to complete.
    5. Any documents which are synchronised are limited to 50KB in size. Documents which exceed this limit may be subject to an additional monthly charge.
    6. PPS Sync requires all participating PPS systems to have a valid support contract.
  32. Your Responsibilities
    1. To allow for continuous synchronisation please make sure that your PPS Sync Server is running at each PPS location. We will install and set up PPS Sync Server for you but we are not responsible for ensuring that it is running correctly on your system. We take no liability for the failure of our synchronisation service where your internet connection is at fault or you are not running PPS Sync Server correctly.
    2. To ensure that PPS Sync Server is installed on suitable hardware and operating system software, and that the hardware (and network where appropriate) has sufficient capacity to run the software effectively.
    3. To ensure that you have a valid support contract for each participating PPS system.
  33. Contract
    1. This contract is between you and us. Once you have paid for the appropriate support and set up then this indicates your acceptance of our terms and conditions.
    2. If any of your PPS support contracts expire then your PPS Sync facility will automatically be suspended until such time as payment is made, or the contract cancelled. An additional setup payment may also be incurred.
  34. Cancellation of Service
    1. We have the right to terminate your service if you have breached any of our terms and conditions.
    2. You can cancel your PPS Sync at any time, either by e-mail or letter.


    PPS Online Backup Service

    If you use our Online Backup facility then this section applies to you:

  35. Provision of Service
    1. PPS Online Backup is a fully hosted backup facility stored on our servers. A copy of your database is housed in a secure "data centre". Such centres are commonly used by large organisations in the public and private sector as a means of housing software and data.
    2. The servers used in these data centres are leased exclusively by us. There is no access to the account by anyone except us should the need arise for you to restore your database with a backup. Data centre staff and other individuals outside our organisation do not have access to your data.
    3. Your backup database is synchronised via the internet every few minutes with your database in the clinic using PPS Sync Server.
    4. All data stored on your backup is owned by you. Regular daily backups are made of your backup database to removable media and to another server housed in another secure data centre.
    5. At the time of commencement, your database size will be subject to an assessment by a member of our support team. We will then be able to provide an accurate quote based on the size of your data.
    6. Our set price for online backup is limited to 3 GB in size. If your database should grow in size over time you may be subject to additional charges for the amount of data syncing to our servers. You will be notified of this increase one-week prior to your monthly payment being taken.
  36. Disclaimer
    1. In the event that you should wish to restore it is advised that you contact us immediately. Failure to do will not warrant any fault on our behalf including but not limited to, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, destruction of data, or waste of management or office time.
    2. Our experienced Support team will put every effort into restoring your data to its last stable state; we will not assume any liability for the integrity of the data stored in your backup.
    3. Data backups will only be restored to registered PPS databases.
  37. Your Responsibilities
    1. To allow for continuous backups to be made of your database, it is important that you ensure your internet connection is maintained correctly and the synchronisation process (PPS Sync Server) is running. We will install and set up PPS Sync Server for you but we are not responsible for ensuring that it is running correctly on your system. We take no liability for the failure of our synchronisation service where your internet connection is at fault or you are not running PPS Sync Server correctly.
    2. To ensure that PPS is installed on suitable hardware and operating system software, and that the hardware (and network where appropriate) has sufficient capacity to run the software effectively.
  38. Contract
    1. This contract is between you and us. Once you have paid your first monthly payment then this indicates your acceptance of our terms and conditions.
    2. You will pay a monthly fee for the backup facility. This will be agreed with you in advance.
    3. If you fail to make payment, or your automated payment fails, we will inform you to allow you the option to make payment by alternative means. There is a three week grace period during which this payment must be made. If payment is not made during the grace period then your facility will be suspended until such time as payment is made, or the contract cancelled. An additional setup payment may also be incurred if the grace period expires before payment.
    4. If a restore is required during the grace period then all outstanding payments must be made prior to processing the restore.
    5. The monthly fee is normally payable by credit card or debit card. We will set up a recurring monthly transaction and take the payment each month automatically on the nominated date.
  39. Cancellation of Contract
    1. We have the right to terminate your contract if you have breached any of our terms and conditions.
    2. You must give a minimum of one month notice to cancel the contract. In the event of cancellation of the contract, the contract will terminate at the end of the current calendar month. For example; if a contract is cancelled on the 15th but the monthly payment is taken on the 15th or over then that final payment will be taken. If the monthly payment is taken on the 14th or before then no further payment will be taken.
    3. In the event of termination of the contract, the final backup will be taken on the last day of the month of termination. This backup will be available to you for a further 30 days.
    4. If you are continuing to use PPS after the termination of this contract then you will be obliged to make alternative backups in accordance with the Data Protection Act.


    PPS Online Appointment Booking

    If you use our Online Appointment Booking facility then this section applies to you:

  40. Provision of Service
    1. PPS Online Appointment Booking is an online hosted appointment facility stored on our servers. If you are already using our PPS Hosted or PPS Online Backup service then the Online Appointment Booking facility will integrate with that system. Otherwise a copy of just the relevant part of your database (appointments, activities and client details) is housed in a secure data centre. Such centres are commonly used by large organisations in the public and private sector as a means of housing software and data.
    2. The servers used in these data centres are leased exclusively by us. There is no access to the account by anyone except us should the need arise for you to restore your database with a backup. Data centre staff and other individuals outside our organisation do not have access to your data.
    3. Your Online Appointment Booking database is synchronised via the internet every few minutes with your database in the clinic using PPS Sync Server.
    4. All data stored on our servers is owned by you. Regular daily backups are made of your Online Appointment Booking database to removable media and to another server housed in another secure data centre. This is not a full back up of your clinic system unless you are also using either PPS Hosted or PPS Online Backup.
    5. Our Online Appointment Booking service uses Cookies in order to ensure the smooth collection and flow of information through the booking process. We therefore recommend that you indicate on the "booking" page on your website that the booking process uses cookies and to ensure that your clients have 3rd party cookies "enabled" within their web browser.
  41. Your Responsibilities
    1. To allow for continuous synchronisation please make sure that your PPS Sync Server is running. We will install and set up PPS Sync Server for you but we are not responsible for ensuring that it is running correctly on your system. We take no liability for the failure of our synchronisation service where your internet connection is at fault or you are not running PPS Sync Server correctly.
    2. To ensure that PPS is installed on suitable hardware and operating system software, and that the hardware (and network where appropriate) has sufficient capacity to run the software effectively.
  42. Contract
    1. This contract is between you and us. Once you have paid your first monthly payment then this indicates your acceptance of our terms and conditions.
    2. You will pay a monthly fee for the Online Appointment Booking facility. This will be agreed with you in advance.
    3. If you fail to make payment, or your automated payment fails, we will inform you to allow you the option to make payment by alternative means. There is a three week grace period during which this payment must be made. If payment is not made during the grace period then your facility will be suspended until such time as payment is made, or the contract cancelled. An additional setup payment may also be incurred if the grace period expires before payment.
    4. The monthly fee is normally payable by credit card or debit card. We will set up a recurring monthly transaction and take the payment each month automatically on the nominated date.
  43. Cancellation of Contract
    1. We have the right to terminate your contract if you have breached any of our terms and conditions.
    2. You must give a minimum of one month notice to cancel the contract. In the event of cancellation of the contract, the contract will terminate at the end of the current calendar month. For example; if a contract is cancelled on the 15th but the monthly payment is taken on the 15th or over then that final payment will be taken. If the monthly payment is taken on the 14th or before then no further payment will be taken.


    PPS Express

    If you use PPS Express (where we host your PPS system on one of our servers) then the terms and conditions in this section apply to you:

  44. Provision of Service
    1. PPS Express is a fully hosted system accessible via the internet. The software and database is housed in a secure "data centre". Such centres are commonly used by large organisations in the public and private sector as a means of housing software and data for fast secure universal access via the internet.
    2. The PPS Express service is provided by, set up, managed and maintained by Rushcliff Ltd.
    3. The server used in the data centre is leased exclusively by us. The software and database is set up in a secure account on the server specific to you. There is no access to the account by anyone except you and us in the capacity of the customer's "system administrator". Data centre staff and other individuals outside our organisation do not have access to your data.
    4. Access to PPS Express is provided via your web browser. You are initially presented with the PPS Express login screen, where you then enter your PPS Express login and password.
    5. Each login to PPS Express is specific to each user. If you disclose your password to another user, and they use this to access PPS Express whilst you are already logged in, then the other user will immediately take over your session and log you out. This can provide a security risk as they will automatically be logged in to PPS Express using your PPS login. We therefore require that you do not share your online login details.
    6. All data stored in your PPS Express database is owned by you. Regular daily backups are made of your data to separate off site.
    7. PPS Express servers use RAID disk technology. This mirrors all hard disk activity and is an essential part of providing an uninterrupted service.
    8. PPS Express does require an internet connection in order to access the database. Our target for availability of the database is 99.9% up-time (except for scheduled maintenance where you will be notified in advance and normally takes place outside normal office hours). If you have problems with your own local internet connection, then this will affect your access to the database. In the event of your local internet connection not being available, we do recommend that you have provision in place for alternative access to the online server.
  45. Software Lease contract
    1. This contract is between you and us. We set up your access to PPS Express for you and provide you with the login details. Once you have paid your first monthly payment then this indicates your acceptance of our terms and conditions.
    2. You will pay a monthly fee for the user logins you require and services you use. This will be agreed with you in advance. Payment of the monthly fee will renew your PPS licence and allow you to log in to PPS for a further month.
    3. The monthly fee is normally payable by credit card or debit card. We will set up a recurring monthly transaction and take the payment each month automatically on the nominated date.
    4. If you fail to make payment, or your automated payment fails, we will inform you to allow you the option to make payment by alternative means. There is a three week grace period during which this payment must be made. If payment is not made during the grace period then your login to PPS will be suspended until such time as payment is made, or the contract cancelled.
    5. You must give a minimum of one month notice to cancel the contract. In the event of cancellation of the contract, the contract will terminate at the end of the current calendar month. For example; if a contract is cancelled on the 15th but the monthly payment is taken on the 15th or over then that final payment will be taken. If the monthly payment is taken on the 14th or before then no further payment will be taken.
    6. We have the right to terminate your contract if you have breached any of our terms and conditions.
    7. We have the right to terminate the contract if we suspect that you are using PPS in conjunction with or in support of any illegal activity.
    8. Your monthly fee also includes your Support contract. This allows you access to our dedicated support desk and also entitles you to PPS Express updates via new releases. You are also therefore bound by the PPS Support Terms and Conditions detailed in this document.
    9. We will provide a minimum of three months' notice of any increase in monthly costs.


    PPS Remote

    If you use PPS Remote then the terms and conditions in this section apply to you:

  46. Provision of Service
    1. PPS Remote is a web based application that connects either to your local PPS system or to a hosted PPS system. If you use a PPS Hosted system then please refer to the PPS Hosted section within this document for additional information.
    2. The PPS Remote service is provided by, set up, managed and maintained by Rushcliff Ltd.
    3. Access to PPS Remote is provided via your web browser. You are initially presented with the PPS Remote login screen, where you then enter your PPS Remote login and password.
    4. Each login to PPS Remote is specific to each user. If you disclose your password to another user, and they use this to access PPS Remote whilst you are already logged in, then the other user will immediately take over your session and log you out. This can provide a security risk as they will automatically be logged in to PPS Remote using your PPS login. We therefore require that you do not share your online login details.
    5. PPS Remote does require an internet connection in order to access the database.
  47. Contract
    1. PPS Remote is part of your main contract between you and us. Once you have paid your first monthly payment then this indicates your acceptance of our terms and conditions.
    2. You will pay a monthly fee for PPS Remote. This will be agreed with you in advance.
    3. If you fail to make payment, or your automated payment fails, we will inform you to allow you the option to make payment by alternative means. There is a three week grace period during which this payment must be made. If payment is not made during the grace period then your facility will be suspended until such time as payment is made, or the contract cancelled. An additional setup payment may also be incurred if the grace period expires before payment.
    4. The monthly fee is normally payable by credit card or debit card. We will set up or add to your current recurring monthly transaction and take the payment each month automatically on the nominated date.
    5. We have the right to terminate your contract if you have breached any of our terms and conditions.
    6. You must give a minimum of one month notice to cancel the contract. In the event of cancellation of the contract, the contract will terminate at the end of the current calendar month. For example; if a contract is cancelled on the 15th but the monthly payment is taken on the 15th or over then that final payment will be taken. If the monthly payment is taken on the 14th or before then no further payment will be taken.


    Pronto Network

    TERMS OF USE
    IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE USING THE SOFTWARE OR SERVICES

    We (Rushcliff Ltd) are the licensor of certain software and services (the ‘Pronto Network’) which enable healthcare clinics to receive (subject to the clinic’s prior approval of exchange of information on a referrer by referrer basis) referrals of patients from third parties with whom they have an existing contractual referral relationship, send and receive patient and, if applicable, billing information electronically to and from such third parties, and arrange patient appointments.

    You wish to use such software and services for the above purposes and we are willing to licence you to use same, subject to and in accordance with these Terms of Use.

    By using the services you agree to these Terms of Use which will bind you, your employees and agents. If you do not agree to these Terms of Use, we will not licence the software or services to you and you must cease using the software and services.

  1. INTERPRETATION
    1. The definitions in this Condition apply in these Terms of Use.
      Charges means £1.00 (one pound sterling) exclusive of VAT per Referral (Referral Fee);
      Clinic means the legal entity (person, firm or partnership) that is licensed to use the Services by us in accordance with these Terms of Use;
      Commencement Date means the earlier of: (a) the Clinic’s acceptance of these Terms of Use; and (b) the Clinic (or any of its employees or agents) using the Services;
      Confidential Information means information that is proprietary or confidential to a party and is either clearly labelled as such or otherwise identified by a party as Confidential Information;
      Data means patient and any other data inputted by the Clinic, the Clinic’s employees or any other party on the Clinic’s behalf for the purpose of, or to facilitate, the Clinic using the Services and supplying the healthcare services requested by the Referrer;
      Data Protection Legislation means the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner;
      Data Controller shall have the same meaning as set out in the Data Protection Act 1998;
      Data Processor shall have the same meaning as set out in the Data Protection Act 1998;
      Payment Terms The Charges are payable monthly in arrears either as part of your current PPS payment plan or on a nominated day of each month by credit or debit card. We shall invoice the Clinic on a monthly basis in arrears for the Referral Fee, based on the total number of Referrals received by the Clinic in the previous month regardless of whether such Referrals result in the patient referred becoming a patient of the Clinic.
      Pronto Network means the Pronto Network software and system licensed by us and all associated media, materials and documentation (whether printed or online);
      Referral means each referral of a patient(s) by a Referrer to the Clinic using the Services;
      Referrer(s) means (a) third party (or parties) with whom the Clinic has an existing patient referral relationship as at the date of the Referral and which third party (parties) are licensed (by way of a separate contractual arrangement) to use the Services;
      Services means the referral services provided by us to the Clinic via Pronto in accordance with these Terms of Use, which services are provided to the Clinic via our Case Management System;
      Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

  2. DURATION
    1. These Terms of Use and the licence granted hereunder shall commence on the Commencement Date and, subject to any earlier termination in accordance with the provisions hereof, continue in force for an initial period of 6 months (Initial Period). Following expiry of the Initial Period, these Terms of Use shall (subject to any earlier termination in accordance with the provisions hereof) continue thereafter unless or until either party gives to the other not less than one month’s prior written notice to terminate, such notice to expire on or after the expiry date of the Initial Period.

  3. LICENCE GRANT
    1. Subject to these Terms of Use and in consideration for payment of the Charges by the Clinic, we hereby grant to the Clinic a non-exclusive, non-transferable and limited licence (excluding any right to sub-licence) to use the Services, solely for the purposes of: (a) receiving referrals of patients from Referrers and receiving from, and routing patient demographic information electronically to Referrers; and, if applicable, (b) sending patient information and reports (both demographic and clinical) and billing information (and associated information such as appointment information relating to the Clinic) to such Referrers in respect of patients who have been referred. The licence granted to the Clinic under this Condition 3.1 is subject to the Clinic being licensed to use a suitable practice management system supplied by Rushcliff Ltd and, in the event that such licence is terminated for any reason, the Clinic’s licence to use the Services in accordance with these Terms of Use shall automatically cease. The Clinic hereby acknowledges and agrees that, prior to using the Services to receive or send patient or other information to Referrers, it must provide its consent (on a Referrer by Referrer basis (but not, for the avoidance of doubt for Referrals by previously approved Referrers)) for the exchange of such information.
    2. The Clinic will not (and will procure that its employees and anyone accessing the Services with the Clinic’s permission will not) access, store, distribute or transmit any Viruses, or any material during the course of use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property, and we reserve the right, without liability or prejudice to our other rights, to disable access to any material that breaches the provisions of this Condition.
    3. The Clinic shall not:
      (a) except as may be allowed by any applicable law incapable of exclusion: (i) and except to the extent expressly permitted under these Terms of Use, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Pronto or the Services in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Pronto or the Services; or
      (b) access all or any part of the Services in order to build a product or service which competes with the Services; or
      (c) subject to and save as otherwise permitted by these Terms of Use, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; or
      (d) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under these Terms of Use.
    4. The Clinic shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify us.
    5. The rights provided under these Terms of Use are granted to the Clinic only, and shall not be considered granted to any subsidiary or holding company.

  4. SERVICES
    1. We will provide the Services to the Clinic on and subject to these Terms of Use.
    2. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during any maintenance window; and (b) unscheduled maintenance performed outside our normal business hours.
    3. We shall use our reasonable endeavours to remedy (during our normal business hours) any defect in the Services in consequence of which the Services do not conform to their published specification. Any requests for support must be sent by email to support@rushcliff.com.

  5. DATA
    1. The Clinic has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
    2. No back-up of any Data is carried out. In the event of any loss or damage to Data, the Clinic’s sole and exclusive remedy shall be for us to use our reasonable commercial endeavours to restore the lost or damaged Data. We exclude our liability for any loss, destruction or alteration of Data and will not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party.
    3. In relation to processing Data under these Terms of Use:
      (a) the Clinic shall ensure that it is entitled to transfer the relevant personal data to us and Referrers so that we and our service providers may lawfully use, process and transfer the personal data in accordance with these Terms of Use on the Clinic’s behalf;
      (b) the Clinic shall ensure that all relevant third parties (including for the avoidance of doubt all patients) have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable reasonable Data Protection Legislation; and
      (c) we shall take appropriate reasonable technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

  6. RELATIONSHIP WITH REFERRERS
  7. The Clinic acknowledges that the Services will enable or assist interaction and correspondence with, and/or purchase of services from or supply of services to Referrers or other third parties and that it therefore accesses and uses the Services solely at its own risk. We (and our licensors, as appropriate) make no representation or commitment and shall have no liability or obligation whatsoever in relation to the use of such third party services, or correspondence with, any such third-party, or any transactions completed, and any contract entered into by the Clinic, with any such third party. Any contract entered into and any transaction completed with any Referrer is between that Referrer and the Clinic and not us or our licensors. The Clinic further acknowledges and agrees that we and our licensors shall have no responsibility or liability for the legality, reliability, integrity, accuracy or quality of data, reports or information received by the Clinic from Referrers whilst utilising the Services.


  8. OUR OBLIGATIONS
    1. We undertake that the Services will be performed with reasonable skill and care.
    2. The undertaking above shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our licensors, duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Clinic with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Clinic’s sole and exclusive remedy for any breach of the undertaking set out above. Notwithstanding the foregoing, we and our licensors:
      (a) do not warrant that the Clinic’s use of the Services will be uninterrupted or error-free; or that the Services and/or the information or Referrals obtained by the Clinic through the Services will meet the Clinic’s requirements; and
      (b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Clinic acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

  9. THE CLINIC’S OBLIGATIONS
    1. The Clinic shall:
      (a) provide us with: (i) all necessary co-operation in relation to the Services; and (ii) all necessary access to such information as may be required by us or our licensors in order to provide the Services;
      (b) comply with all applicable laws and regulations with respect to its activities under these Terms of Use;
      (c) carry out all its other responsibilities set out in these Terms of Use in a timely and efficient manner;
      (d) ensure that its employees use the Services in accordance with these Terms of Use and shall be responsible for any employee’s (or anyone else under the Clinic’s control) breach of these Terms of Use;
      (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us or our licensors to perform our obligations under these Terms of Use, including without limitation, the provision of the Services. Without limiting the foregoing, the Clinic hereby warrants that it has obtained full and informed consent(s), from all patients whose personal information is inputted into and/or transmitted by or on behalf of the Clinic via the Services to Referrers, that it may utilise such personal information in the manner required by the Services and disclose such personal information to us and our licensors (for the purposes of us and our licensors providing the Services) and Referrers (which may in turn utilise, process and store such information (including, without limitation, to permit patients to access such information and to store email addresses, unique identifying codes for each patient(s) referred and booking references)). The Clinic shall comply at all times with the Data Protection Legislation and shall not perform its obligations under these Terms of Use or use the Services in such a way as to cause us or our licensors to be in breach of any of our obligations under Data Protection Legislation. The parties hereby record their intention that for the purposes of these Terms of Use and the Services, the Clinic is the Data Controller and we are the Data Processor;
      (f) ensure that its network and systems comply with the relevant specifications provided by us from time to time; and
      (g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to our, or our licensors, data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet.

  10. CHARGES
    1. We reserve the right to increase the Charges at any time provided that we give the Clinic notice of any such increase not less than one month before the proposed date of the increase. If the increase proposed is an increase of more than 15% upon the Charges paid in the previous month and is not acceptable to the Clinic (acting reasonably), the Clinic shall have the right to terminate these Terms of Use upon one month’s prior written notice to us.
    2. The Clinic will pay the Charges in accordance with the Payment Terms.
    3. Time for payment shall be of the essence.
    4. All amounts payable by the Clinic under these Terms of Use are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under these Terms of Use by us to the Clinic, the Clinic shall pay to us such additional amounts in respect of VAT as are chargeable on supply of the Services at the same time as payment is due for the supply of the Services.
    5. Without limiting any other right or remedy which we may have, if the Clinic fails to make any payment due to us under these Terms of Use by the due date for payment (“Due Date”), we shall have the right to:
      (a) we reserve the right to charge interest on overdue accounts at the rate of 1% per month or part month from the date on which the account becomes due until the date of payment
      (b) suspend the Clinic’s use of all or some of the Services; and
      (c) charge the Clinic for any costs incurred in obtaining (or attempting to obtain) payment of any unpaid amounts including, without limitation, reasonable legal fees and back charges.
    6. The Clinic shall pay all amounts due under these Terms of Use in full without any deduction or withholding except as required by law and the Clinic shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of such amount in whole or part. We may, without limiting our other rights or remedies, set off any amount owing to us by the Clinic against any amount payable by us to the Clinic.

  11. PROPRIETARY RIGHTS
  12. The Clinic acknowledges and agrees that we and our licensors own all intellectual property rights in the Pronto Network and the Services. Except as expressly stated herein, these Terms of Use do not grant the Clinic any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

  13. CONFIDENTIALITY
    1. Each party may be given access to Confidential Information belonging to the other party in connection with provision or receipt of the Services. A party's Confidential Information shall not be deemed to include information that:
      (a) is or becomes publicly known other than through any act or omission of the receiving party;
      (b) was in the other party's lawful possession before the disclosure;
      (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
      (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms of Use.
    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms of Use.
    4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    5. The Clinic acknowledges that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
    6. We acknowledge that the Data is the Clinic’s Confidential Information.
    7. This paragraph shall survive termination of these Terms of Use, however arising.

  14. INDEMNITY
    1. The Clinic shall defend, indemnify and hold us and our licensors harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with its use of the Services, provided that:
      (a) the Clinic is given prompt notice of any such claim;
      (b) we provide reasonable co-operation to the Clinic in the defence and settlement of such claim, at the Clinic’s expense; and
      (c) the Clinic is given sole authority to defend or settle the claim.
    2. We shall defend the Clinic against any claim that the Services infringe any United Kingdom patent effective as of the date of these Terms of Use, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Clinic for any amounts awarded against it in judgment or settlement of such claims, provided that:
      (a) we are given prompt notice of any such claim;
      (b) the Clinic provides reasonable co-operation in the defence and settlement of such claim, at our expense; and
      (c) we are given sole authority to defend or settle the claim.
    3. In the defence or settlement of any claim, we may procure the right for the Clinic to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Clinic’s use of the Services immediately on notice without any additional liability or obligation to pay liquidated damages or other additional costs to the Clinic.
    4. In no event shall we be liable to the Clinic to the extent that the alleged infringement is based on:
      (a) a modification of the Services by anyone other than us or our licensors; or
      (b) the Clinic’s use of the Services is in a manner contrary to the instructions given by us; or
      (c) the Clinic’s use of the Services after notice of the alleged or actual infringement from us or any appropriate authority.
    5. The foregoing states the Clinic’s sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

  15. LIMITATION OF LIABILITY
    1. This Condition 13.1 sets out our entire financial liability to the Clinic:
      (a) arising under or in connection with these Terms of Use;
      (b) in respect of any use made by the Clinic of the Services or any part of them; and
      (c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms of Use.
    2. Except as expressly and specifically provided in these Terms of Use:
      (a) the Clinic assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by the Clinic in connection with the Services, or any actions taken by us at the Clinic’s direction;
      (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded; and
      (c) the Services are provided to you on an "as is" basis.
    3. Nothing in these Terms of Use excludes our liability:
      (a) for death or personal injury caused by our negligence; or
      (b) for fraud or fraudulent misrepresentation.
    4. Subject to the foregoing:
      (a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Use; and
      (b) our total aggregate liability in contract (including in respect of the indemnity in Condition 12 above), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services or under these Terms of Use shall be limited to the total Charges paid by the Clinic to us in the period of 6 months prior to the date the cause of action arose.
    5. The Clinic hereby acknowledges and agrees that we do not warrant or represent to the Clinic that by entering into these Terms of Use or using the Services that the Clinic will receive an increased, or minimum number of Referrals from Referrers and we hereby expressly disclaims our liability for the volume of, and quality of, Referrals made to the Clinic via use of the Services.

  16. TERMINATION
    1. These Terms of Use shall, unless otherwise terminated as provided in this paragraph, continue in force unless or until:
      (a) either of the parties provides not less than 30 days’ notice of termination; or
      (b) otherwise terminated in accordance with these Terms of Use.
    2. Without affecting any other right or remedy, either of the parties may terminate with immediate effect by giving written notice if:
      (a) the other party commits a material breach of any of these Terms of Use which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
      (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
      (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      (e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; (f) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
      (g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
      (h) a creditor or encumbrance of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
      (i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above;
      (j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    3. On termination for any reason:
      (a) all licences granted under these Terms of Use shall immediately terminate and the Clinic shall immediately cease use of the Services;
      (b) we may destroy or otherwise dispose of any of the Data in our possession; and
      (c) any rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination shall not be affected or prejudiced.

  17. FORCE MAJEURE
  18. We shall have no liability to the Clinic if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Clinic is notified of such an event and its expected duration.


  19. ASSIGNMENT
    1. The Clinic shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms of Use.
    2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms of Use.

  20. VARIATION
  21. Except as set out in these Terms of Use no variation of these Terms of Use, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing by both parties.

  22. GOVERNING LAW
  23. These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Northern Ireland.

  24. JURISDICTION
  25. Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or their subject matter or formation (including non-contractual disputes or claims).