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Service Overview

This contract refers to the licence for the use of the "Medical Records System" as a web front-end to display the medical data held in an encrypted database and the associated support of the service. The system files (web front end) will be hosted by the Supplier on a secure server compliant to ISO27001 along with the encrypted database. Access to the web interface and database will be via a forced SSL.

Technical and system support will be provided by Viridis Software Solutions Ltd.

Costs stated are exclusive of VAT. The subscription cost is for the licence to use the system. This will also include full version system updates as and when they become available. The annual subscription will be honoured for the duration of the contract and any renewal, assuming renewal contracts run sequentially with no breaks. At the end of each contracted year, the status of the product and contract will be reviewed and renewed.

Terms and conditions

Viridis Software Solutions Ltd provide a student medical records system available to customers on payment of an initial setup fee, followed by a yearly subscription. Viridis Software Solutions Ltd provides support and consultancy services as described in this contract.

By signing up to the service you agree to be bound by the terms and conditions contained in the Agreement set out below:

THE AGREEMENT is made between [company name and email address] (the 'Customer') and Viridis Software Solutions Ltd, Company Number: 9037264 (registered address is at 7 Bell Yard, London, WC2A 2JR) (the 'Supplier').

Agreement

THE CUSTOMER and THE SUPPLIER AGREE as follows:

1. DEFINITIONS & INTERPRETATION

In this Agreement:

• "Archive" means a copy of the entire data stored by the Customer using the Services in computer readable form;
• "Business Day" means any day which is not a Saturday, Sunday or public holiday in England and Wales;
• "Charges" means the charges to be paid by the Customer for the Services in accordance with Clause 3;
• "Content" means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Services by the Customer;
• "Downtime" means any service interruption within the systems under the Supplier's control or the immediate link to the public Internet from the Supplier's systems;
• "Effective Date" means the date on which the Customer account is created and this Agreement commences;
• "Hosted Services" means the web-based medical records management system provided by the Supplier to the Customer;
• "IP Rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country;
• "Platform" means the web-based platform and infrastructure on which the Hosted Services are provided;
• "Service" means the services provided to the Customer by the Supplier;
• "Supplier" means Viridis Software Solutions Ltd and includes "Provider" where used in this Agreement;
• "Term" means the duration of this Agreement from the Effective Date until termination in accordance with Clause 9.

2. CUSTOMER OBLIGATIONS

2.1. The Customer is responsible for all Content supplied to and stored with the Supplier and for all transmissions of Content by the Customer to the Supplier, including provision of all necessary equipment as necessary to access the World Wide Web and payment of all related fees.

2.2. The Customer agrees that user accounts will be for the sole use of named individual users and not shared between users nor will the Customer share access to its Content with any third party except with the prior written consent (and payment of any appropriate fees) to the Supplier.

2.3. The Customer warrants that it owns or has all necessary intellectual property rights with respect to all Content submitted to and stored with the Supplier and that any personal data has been created or acquired in accordance with all relevant national and EU data protection laws and regulations.

2.4. The Customer shall not store or distribute through the Service any material or other information that:

• 2.4.1. infringes any intellectual property rights;
• 2.4.2. is in breach of any law, statute, or regulation;
• 2.4.3. is defamatory, unlawfully threatening or harassing;
• 2.4.4. is obscene, pornographic or indecent;
• 2.4.5. contains any virus or other program intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information.

2.5. The Customer agrees not to send unsolicited email (spam) via the Service.

2.6. The Customer acknowledges that the Customer has no right, title or interest in the web address (hostname, app name or domain name) allocated to the Customer, and that the same is allocated as part of the Service and is not portable or otherwise transferable by the Customer in any manner whatsoever. The Customer will not use the web address in any way which would imply ownership of the address, domain name or app name.

2.7. The Customer grants to the Supplier a non-exclusive, royalty-free license, during the term of this Agreement, to use, store and maintain the Content on a server for the purposes of providing the Services. The Supplier's use of the Content for the purposes of this license shall include (without limitation) the matters set out in Schedule 4. The Supplier may make such copies as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon the termination of this Agreement, the Supplier will have the right to delete all Content 60 days after the date of termination, or at the end of the procedure detailed in clause 9.5, whichever is later.

2.8. It is acknowledged that the terms of this Agreement and the Charges shall be commercially sensitive information for the purposes of the Freedom of Information Act 2000 and that disclosure of the terms of the Agreement and/or the Charges shall be likely to prejudice the commercial interests of the Supplier. If the Customer nevertheless intends to disclose such information, it shall give the Supplier not less than 14 days' written notice of proposed disclosure and shall consider and take into account any and all representations made by the Supplier.

3. CHARGES AND PAYMENT

3.1. The Customer shall pay the Charges to the Supplier according to the Terms of Payment and Charges that are current from time to time.

3.2. Payment is to be made by bank transfer or Direct Debit (via GoCardless or other approved payment processor) unless otherwise agreed by the Supplier.

3.3. The Customer is responsible for ensuring that all Charges are paid by the due date, which shall be 30 days from the date of invoice.

3.4. Additional services not included within the scope of the Service shall be charged in accordance with the pricing schedule and the Customer shall make payment in accordance with clause 3.

3.5. The Supplier reserves the right to charge the Customer interest on any overdue payment at the rate payable pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of receipt of payment.

3.6. Without prejudice to the Supplier's other rights, the Supplier shall be entitled to withdraw the Service as follows: if the Customer has not paid any amount due by two weeks after the due date, their Content will only be accessible on a read-only basis until the Charge has been paid. If the Customer has not paid the Charge two months after the due date for the Charge, their service will be archived and only accessible on payment of a release fee of £500.

4. SERVICE LEVELS

4.1. The Supplier will use reasonable endeavours to ensure availability of the service.

4.2. The Supplier will notify the Customer by email at least 5 working days in advance of scheduled Downtime required for planned maintenance which is expected to exceed 5 minutes or take place within normal UK business hours. Where Planned maintenance is not expected to exceed 5 minutes Downtime, it will occur at the times listed in the Planned maintenance schedule.

Planned maintenance schedule for maintenance not exceeding 5 minutes:

• Monday - Friday, excluding Bank Holidays: 11am-7pm (UK time).
• Saturday - Sunday, and Bank Holidays: all day.

4.3. The Supplier shall notify the Customer of any report of non-scheduled Downtime, and investigate and remedy it using suitably qualified personnel in line with the published Response and fix time targets.

4.4. For the purposes of this clause, "Response" shall mean the Supplier's acknowledgement of the Customer's notification.

4.4.1 The Supplier will commit to resolving all Critical bugs in accordance with the agreed SLA's set out in Appendix A, once such bugs have been communicated by the Customer to the Supplier.

4.5. The Customer acknowledges that the Supplier is not responsible for any failure of the Customer's internet connection, for any deficiency in the Customer's equipment or for any other reason beyond the control of the Supplier that restricts or prevents the Customer's ability to use the Service and no such failure shall entitle the Customer to any refund.

4.6. The Supplier reserves the right to effect improvements and enhancements to the design, operations, specifications and other functions of the Service without prior notice.

4.7. If the Customer chooses to use any Desktop software supplied by the Supplier, the Customer is responsible for keeping it up to date by authorising any upgrades when prompted automatically by the software.

4.8. The Customer is responsible for keeping their browser and virus protection up to date.

4.9. The Customer acknowledges that if the Customer chooses to use a browser which is not on the supported browser list, then the Customer may be unable to access some functionality.

4.10. The Supplier shall follow its backup procedures for Customer Data as described in Schedule 1.

4.11. When requested or on a schedule set by the Customer, the Supplier shall follow its archive procedures for Customer Data as described in Schedule 1.

4.12. To the extent within the reasonable control of the Supplier, all Content and data supplied by the Customer in relation to the Service shall be processed and stored within the European Union in accordance with the UK GDPR and the Data Protection Act 2018. It is however acknowledged that the Supplier has no control over the routing of internet transmissions.

4.13. The Supplier reserves the right to suspend or restrict access to the Service in the event of a security breach or suspected security breach, provided that the Supplier shall notify the Customer as soon as reasonably practicable.

4.14. The Customer may only change the Appointed Person(s) (power users) after submitting notification of no less than 30 (thirty) days to the Supplier.

4.15. The Customer's Appointed Person(s) (power users) is the designated point of contact with the Supplier. This person(s) must be nominated as a part of this contract and should be a permanent member of the customer's organisation.

4.16. Before any updates or changes are permitted to be made to the live system files or database by the Supplier, a period of User Acceptance Testing upon a secondary service (containing no live/sensitive data) must have taken place and been approved in writing by both the Customer and the Supplier. Only after such documentation has been received by each party can a mutually convenient time be arranged for an update of any live service.

4.17. The Customer agrees to be a 'Case Study' for marketing purposes by the Supplier and agrees to provide references where reasonably requested. Neither party may disclose any commercially sensitive information including on the part of the Customer, the price of the service licensing or any support package arrangements.

5. ACCESS & SECURITY

5.1. The Supplier will permit access for the Customer to the Customer's Content online through the use of a user name and password for each permitted user, each of which will be decided by the Customer. The Customer agrees to use secure passwords to access their system and to ensure the passwords are kept confidential.

5.2. The Customer acknowledges that the security of the service depends on the security of their email accounts and internal systems and shall be responsible for any breach of security of such accounts and systems except to the extent caused by the acts or omissions of the Supplier.

5.3. The Customer agrees to ensure that users of the Service reset their passwords whenever a breach of confidentiality over a password is suspected.

5.4. For the avoidance of doubt, the Supplier does not monitor, and will have no liability for the contents of, any data stored or communications transmitted by virtue of the Services.

5.5. For the purposes of answering support queries and when explicitly authorised by the Customer, employees of the Supplier may view the Customer's Content and data.

5.6. The Supplier may analyse usage and data stored via the Service to provide usage metrics and ensure the efficient running of the Service.

5.7. If the service sends an email to an address supplied by the Customer, and this email bounces, the Supplier may automatically block sending of further emails to that address. For the avoidance of doubt, this includes the email addresses used to access the user accounts.

5.8. The Supplier shall take all reasonable technical measures to ensure that the Service has the degree of security appropriate to the Content and data transmitted, including (without limitation) an appropriate level of encryption for all Content and data transmitted electronically by the Supplier or the Customer pursuant to the Service and for Content or data supplied on physical media by the Supplier.

6. DISCLAIMERS

6.1. The Services are provided to the Customer "as is" and "as available" and could contain defects, faults, mistakes and other deficiencies, provided that this disclaimer shall in no way affect the Customer's rights under this Agreement.

6.2. The Customer acknowledges that security of Content accessible via the internet cannot be guaranteed and, in consequence, the Customer will not have any claim against the Supplier for any unauthorised access unless this is proved to be attributable to a breach of this Agreement, fraud or wilful default on the part of the Supplier.

6.3. The Customer is responsible for any and all activities of the Customer or anyone allowed by the Customer to use their Service account. Any material the Customer or anyone else accesses or obtains using the Services is entirely at the Customer's risk.

6.4. The Customer is responsible for ensuring that their internet connections, mobile unit, computer unit and telephone service are compatible with the Services and for any damage that may be caused to such items by anything they access or obtain using them. The Supplier shall not be liable for any losses suffered by the Customer as a result of any such incompatibility or damage. The Customer is also responsible for paying any and all charges in relation to their internet connection, mobile unit, computer unit and telephone service.

6.5. The Customer is solely responsible for ensuring that all Content uploaded by the Customer and those for whom the Customer is responsible is lawfully used or uploaded by the Customer and those for whom the Customer is responsible.

7. WARRANTIES

7.1. The Supplier warrants to the Customer that the Service provided to the Customer by the Supplier shall be provided with reasonable skill and care.

7.2. Save as expressly set out in this Agreement all representations, warranties, terms and conditions whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality or fitness for any particular purpose are excluded. In particular and without prejudice to that generality, whilst the Supplier shall take reasonable care to avoid passing on any viruses or introducing them to the Customer, the Supplier shall not be liable to the Customer as a result of any virus or other harmful program introduced or passed on to him.

8. LIABILITY

8.1. Under no circumstances shall the Supplier be liable (whether in contract or in tort) for any loss of business, loss of opportunity, loss of contracts, loss of reputation or goodwill, business interruption or loss or corruption of any data or Content, or any other indirect or consequential loss or damage, whether reasonably foreseeable or not, and whether such loss or damage is suffered by the Customer, any of its employees or any third party having a commercial relationship with the Customer.

8.2. The total liability of the Supplier to the Customer for any breach of this Agreement or in relation to the Service by the Supplier shall under no circumstances exceed an amount equal to £5,000 or the Charges payable by the Customer to the Supplier in the 12 months prior to the breach, whichever is less.

8.3. Nothing in this Agreement shall exclude or limit the liability of the Supplier for fraud or for death or personal injury resulting from the negligence of the Supplier or its employees or agents.

8.4. The Customer will indemnify the Supplier against any claims, losses, expenses and liabilities arising out of, or in connection with the Content and the use of the Service by the Customer.

9. TERMINATION

9.1. This Agreement shall commence on the date the Customer account is created and shall continue thereafter until 90 days' written notice of termination is given by the Customer or 90 days' written notice is given by the Supplier, unless terminated earlier pursuant to clause 9.2.

9.2. The Supplier shall be entitled to terminate the Service and cancel access for the Customer if the Customer:

• 9.2.1. fails to pay any Charges or other fees or expenses owing to the Supplier within 30 days of the due date; or
• 9.2.2. becomes insolvent or has a trustee in bankruptcy, receiver, administrative receiver or liquidator appointed or any similar event occurs in any jurisdiction; or
• 9.2.3. is in breach of any of the terms of this Agreement.

9.3. The Supplier will be entitled to terminate the Customer's access rights to the Services on expiry of the notice of termination and will have no other obligation or liability to the Customer except as stated in this Agreement.

9.4. Termination of this Agreement for whatever reason shall not affect:

• 9.4.1. the accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination; or
• 9.4.2. provisions expressed to survive this agreement, which shall remain in full force and effect.

9.5. On the termination of this Agreement for any reason the Customer may request the Supplier to provide an Archive of the data stored in the service at the point of termination. The Supplier may charge for the Archive service at the Supplier's prices for such services current at that date.

9.6. The Customer must request the Archive within 60 days after termination of this Agreement.

9.7. The Supplier must deliver the Archive to the Customer or the Customer's nominee within 60 days of the request from the Customer.

9.8. If the Customer has requested an Archive under clause 9.5, the Supplier shall not delete the Customer's data until the Customer has accepted the Archive. The Customer shall be deemed to have accepted the Archive on the expiry of 60 days after delivery of the Archive to the Customer or the Customer's nominee as provided for in this Agreement or on notice of acceptance to the Supplier whichever is the earlier. Upon acceptance of the Archive, or upon receiving written notification from the Customer, the Supplier will securely delete all of the Customer's data remaining within the service and back-up system.

10. FORCE MAJEURE

10.1. An "event of force majeure" means, in relation to either party, an event or circumstance beyond the reasonable control of that party including (without limitation) any act of God, inclement weather, failure or shortage of power supplies, flood, lightning or fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any internet service provider, military operations, act of terrorism or riot, delay or failure in manufacture, production or supply by third parties of equipment or services. A party affected by an event of force majeure must notify the other as soon as reasonably practicable.

10.2. Neither party shall be liable to the other party for any delay or failure to perform any of its obligations under this Agreement to the extent that it is prevented by an event of force majeure and the party shall be entitled to a reasonable extension of time for performance of its obligations after notifying the other party in writing of the nature and extent of such event. If an event of force majeure continues for a period of more than 60 days, either party may terminate this agreement by written notice to the other party.

11. CONFIDENTIALITY

11.1. Each party shall keep confidential any information it receives from the other party that may reasonably be supposed to be confidential, including, without limitation, information contained in the Content supplied by the Customer to the Supplier and information concerning the Service or the Supplier's business supplied by the Supplier to the Customer. Neither party shall without the other's prior written consent use such information except for the purposes of this Agreement or disclose such information to any person other than to their own employees or agents who have a need to know the information and after obtaining an appropriate confidentiality undertaking form any such person.

11.2. Clause 11.1 shall not apply to information that is lawfully known to the recipient at the time of disclosure or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is required to be disclosed to the police, any regulatory body or a court of competent jurisdiction.

11.3. The confidentiality terms in this clause 11 shall remain in full force and effect during the term of this Agreement and following the termination of this Agreement.

11.4. The Customer agrees not to disclose any charges whether routine or additional made by the Supplier to any person outside of the Customer's organisation. The Customer must ensure sufficient safeguards are implemented to prevent disclosure by any employee of the Customer to any third party; any monetary value associated with or detailed in this document.

12. DATA PROTECTION

In this clause:

• "Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Supplier for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;
• "Customer Personal Data" means any Personal Data that is processed by the Supplier on behalf of the Customer in relation to this Agreement, but excluding data with respect to which the Supplier is a data controller;
• "Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679) and the UK GDPR and the Data Protection Act 2018;
• "Personal Data" has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);
• "Confidential Information" means the Supplier Confidential Information and the Customer Confidential Information;
• "Supplier Confidential Information" means: (a) any information disclosed by or on behalf of the Supplier to the Customer during the Term OR at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Customer (acting reasonably) to be confidential; and (b) the terms of this Agreement;
• "Customer Confidential Information" means: (a) any information disclosed by or on behalf of the Customer to the Supplier during the Term OR at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by the Supplier to be confidential; and (b) the Customer Data;

12.1.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

12.1.2 The Customer warrants to the Supplier that it has the legal right to disclose all Personal Data that it does in fact disclose to the Supplier under or in connection with this Agreement.

12.1.3 The Supplier shall only process the Customer Personal Data during the Term and for not more than 90 days following the end of the Term, subject to the other provisions of this Clause 12.1.

12.1.4 The Supplier 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), as set out in this Agreement or any other document agreed by the parties in writing.

12.1.5 Notwithstanding any other provision of this Agreement, the Supplier may process the Customer Personal Data if and to the extent that the Supplier is required to do so by an applicable law. In such a case, the Supplier shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

12.1.6 The Supplier 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.

12.1.7 The Supplier and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

12.1.8 The Supplier must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. The Supplier is hereby authorised by the Customer, as at the Effective Date, to engage those third parties identified in this agreement or understood by the Customer. In the case of a general written authorisation, the Supplier shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor. If the Customer objects to any such changes before their implementation, then the Supplier must not implement the changes, OR the Customer may terminate this Agreement on 7 days' written notice to the Supplier, providing that such notice must be given within the period of 7 days following the date that the Supplier informed the Customer of the intended changes. The Supplier shall ensure that each third party processor is subject to the equivalent legal obligations as those imposed on the Supplier by this Clause 12.1.

12.1.9 The Supplier 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.

12.1.10 The Supplier 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.

12.1.11 The Supplier shall make available to the Customer all information necessary to demonstrate the compliance of the Supplier with its obligations under this Clause 12.1 and the Data Protection Laws.

12.1.12 The Supplier 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 any applicable law requires storage of the relevant Personal Data.

12.1.13 The Supplier 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 the Supplier's processing of Customer Personal Data with the Data Protection Laws and this Clause 12.1. The Supplier may charge the Customer at its standard time-based charging rates for any work performed by the Supplier at the request of the Customer pursuant to this Clause 12.1.13.

12.1.14 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 this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

12.2 Customer Data

12.2.1 The Customer hereby grants to the Supplier a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Supplier's obligations and the exercise of the Supplier's rights under this Agreement. The Customer also grants to the Supplier the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Supplier's obligations and the exercise of the Supplier's rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement.

12.2.2 The Customer warrants to the Supplier that the Customer Data when used by the Supplier in accordance with this 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.

12.2.3 The Supplier shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Supplier to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 7 days.

12.2.4 Within the period of 7 Business Days following receipt of a written request from the Customer, the Supplier shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Supplier in accordance with Clause 12.2.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

12.3 Confidentiality obligations

12.3.1 The Supplier must: (a) keep the Customer Confidential Information strictly confidential; (b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer OR no less onerous than those contained in this Agreement; (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Supplier uses to protect the Supplier's own confidential information of a similar nature, being at least a reasonable degree of care; (d) act in good faith at all times in relation to the Customer Confidential Information;

12.3.2 The Customer must: (a) keep the Supplier Confidential Information strictly confidential; (b) not disclose the Supplier Confidential Information to any person without the Supplier's prior written consent, and then only under conditions of confidentiality approved in writing by the Supplier OR no less onerous than those contained in this Agreement; (c) use the same degree of care to protect the confidentiality of the Supplier Confidential Information as the Customer uses to protect the Customer's own confidential information of a similar nature, being at least a reasonable degree of care; (d) act in good faith at all times in relation to the Supplier Confidential Information;

12.3.3 Notwithstanding Clauses 12.3.1 and 12.3.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

12.3.4 No obligations are imposed by this Clause 12.3 with respect to a party's Confidential Information if that Confidential Information: (a) is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality; (b) is or becomes publicly known through no act or default of the other party; or (c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

12.3.5 The restrictions in this Clause 12.3 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

12.3.6 Upon the termination of this Agreement, each party must immediately cease to use the other party's Confidential Information.

12.3.7 Following the termination of this Agreement, and within 30 Business Days following the date of receipt of a written request from the other party, the relevant party must destroy or return to the other party (at the other party's option) all media containing the other party's Confidential Information, and must irrevocably delete the other party's Confidential Information from its computer systems.

12.3.8 The provisions of this Clause 12.3 shall continue in force indefinitely following the termination of this Agreement.

13. INTELLECTUAL PROPERTY RIGHTS

13.1. As between the Customer and the Supplier, the Customer shall own any and all IP Rights in: (i) the Content and (ii) any other data uploaded by the Customer pursuant to the Service, and the Customer hereby licenses such IP Rights to the Supplier to the extent necessary for the Supplier to provide the Service.

13.2. As between the Customer and the Supplier, the Supplier shall own any and all IP Rights in or relating to the Service, which shall include (without limitation) the IP Rights relating to the software platform on which the Service is provided (including plugins), any and all email addresses, domain names or branding, and any user documentation or manuals, and the Supplier hereby licenses such IP Rights to the Customer to the extent necessary for full enjoyment of the Service.

14. GENERAL

14.1. Assignment. Neither the Supplier nor the Customer shall assign, transfer or sub-contract any of its rights or obligations and interests in this Agreement without the prior written consent of the other party.

14.2. Notices. Any notice to be given by either party to the other may be sent by either e-mail, or recorded delivery to the most recent postal address notified to the other party. If sent by e-mail a notice shall be deemed to be served on receipt of an error free transmission report, unless this is outside the normal working hours of the recipient, in which case it shall be treated as served on the next working day. Notice sent by recorded delivery shall be deemed to be served 4 working days following the date of posting.

14.3. In the case of email, each party will designate one email address for the sending and receipt of notices under this Agreement and each party will retain and produce to the other upon request evidence showing that its service provider has confirmed that each email notice it sends has been received.

14.4. Waiver. The waiver by the Supplier of a breach by the Customer in the performance of its obligations under this Agreement shall not constitute a waiver of any default nor shall failure to complain of any default constitute a waiver of that default by the Supplier.

14.5. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all previous agreements, representations, correspondence and understandings between them.

14.6. Invalidity. If any provision of this Agreement is held to be void or declared illegal, invalid or unenforceable for any reason, it shall be deemed deleted and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this Agreement, the parties shall negotiate in good faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention of the parties.

14.7. Third Party Rights. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it.

15. GOVERNING LAW AND DISPUTES

15.1. This Agreement shall be governed by and construed in accordance with English law.

15.2. The parties will endeavour to settle any dispute that arises by good faith direct negotiation but if direct negotiation does not result in a resolution of the dispute, either Party may require that it be referred to mediation in accordance with the CEDR (Centre for Effective Dispute Resolution) Mediation Rules.

15.3. Any dispute that is not settled by direct negotiation or by mediation within 45 days of a reference to mediation (or any longer period agreed by the parties) will be finally determined by the courts of England.

Schedule 1 - Backup Procedures

Frequency

The Service will be backed up by the Supplier prior to and following any change in the scripting of such files. The Customer shall be responsible for the backup of the content when exported via the website when logged in as an administrator. The exported data is not encrypted and the Customer is responsible for the safe storage thereof.

Location

The Supplier will retain the backup copies of the service files and database securely and in multiple locations to safeguard against physical destruction of the storage hardware. The Customer shall be responsible for the safe and appropriate storage of the confidential exported database files. Any loss, damage, corruption or loss of such files retained by the Customer shall be the responsibility of the Customer entirely.

Transfer and security

Transfer of the service backups by the supplier to and from the Customer shall be via a secure, encrypted medium. The Customer shall be responsible for the safe and appropriate transfer of the confidential database files. Any loss, damage, corruption or loss of such files transferred by the Customer shall be the responsibility of the Customer entirely.

Schedule 2 – Security

The service has been developed to security standards compliant with the gold standard for NHS data storage as an internationally recognised level of security and storage compliance.

Where data is hosted by Viridis Software Solutions Ltd only ISO27001 certified data centres located within the European Union are used.

Schedule 3 - Data centre

The Data Centre used by Viridis Software Solutions Ltd is TransIP (https://www.transip.eu/). It is compliant with the ISO27001 specification and has been internationally certified accordingly. The location of the stored data is: Amsterdam. The Supplier reserves the right to change the data centre used to host the service should it be deemed necessary to maintain or improve a level of service. Should a change be necessary, a company based within the European Union and of equal or increased security standard will be employed.

Schedule 4 - Permitted uses

The use of the Content by the Supplier shall include the following:

• Service development
• Service support to the Customer
• Troubleshooting
• Fault finding
• User Acceptance Testing
• System Testing

Appendix A

Definitions

• Major Bug = Error, flaw or failure in the service that affects the main operation of the service
• Minor Bug = Error, flaw or failure that may cause service to work as unexpected but not impact the main operation of the service
• New Enhancements = Any improvements to the functionality of the service
• New Features = New property of modules that do not impact other functions of the service and do not need to be used if not required.
• Major Patch = A fix for Major Bugs
• Patch = A fix for Minor Bugs, Features and Enhancements
• Upgrades = Replacing the service with a newer version. This may include all Major and Minor Bugs, Features and Enhancements
• UAT support = User Acceptance Testing (UAT) is one of the most important phases in the development cycle to make sure the user requirements are captured fully and the service delivers what is expected. Support will be provided during UAT with concurrent bug fixes.
• End User support = Diagnosing and resolving end user queries and problems faced within the service e.g. how to change password, how to add patient.
• Technical support = Diagnosing and resolving technical problems with the service e.g. reporting of a bug, service failure.

Plans Terms

Except unlimited packages, if a customer may incur any charges, an invoice will be sent before any work is carried out. All call logs will be classified as Major Bug, Minor Bug, New Enhancement request, New Feature request or General Support. Once the call has been classified and if the customer may occur any charges, the customer will have an option to close or progress with the call.

Reporting of major bugs will not be counted against the limitation on the licence and support plan and any development time. Once a fix of a Major Bug has been placed in a UAT environment, it is expected the UAT is completed within a week of fix. Packages that do not cover unlimited UAT support may incur costs if allocated hours of support are exceeded. All fixes for major bugs will include half a man-day UAT support for packages that do not have unlimited UAT support.

All major patches will be applied to product regardless of the package. If known minor bugs are fixed in a most up to date patch, it is expected that the patches prior to the last patch must be applied. Except plans that have unlimited patch support, applying the patches to reach the most current patch may incur costs.

Service Level Agreement (SLA)

SLA Relate only to the LIVE service

P1 - Critical
Outage of the service
Initial Contact: < 5 business days
Status Update: 5 business days
Management Escalation: 6 business days

P2 - High
The End-User can access the service, however one or more significant features are unavailable, such as the ability to log a note.
Initial Contact: < 7 business days
Status Update: 7 business days
Management Escalation: 8 business days

P3 - Low
Other error that does not prevent the End-User from accessing a significant feature of the service
Initial Contact: < 10 business days
Status Update: 10 business days
Management Escalation: 14 business days

Recovery Time Objective (RTO)
Up to 4 business days

Recovery Point Objective (RPO)
Up to 24 hours – Backups are taken nightly