Consentz Terms of Service

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISCLAIMER OF WARRANTY AND A LIMITATION OF LIABILITY CLAUSE.

1. ABOUT THESE TERMS OF SERVICE

1. Consentz is a trading name of Consentz Limited, a limited company incorporated in England with registered number 08294329 and registered address at c/o Sibley Chew Ltd, 5 Margaret Road, Romford, Essex, RM2 5SH.
2. In these Terms of Service:

“Account” means the User account created when You accept these Terms of Service and download the Application;

“Application” means an application for Devices provided by Consentz and available through the Store through which You can access and use the Services;

“Consentz”, “we” and “us” are references to Consentz Limited;  

“Content” means material and information used to populate pages of an Application including without limitation text, image, video and audio material, some of which may comprise medical information regarding a patient;

“Device” means a smartphone, mobile or handheld device capable of supporting the Application;

“Intellectual Property Rights” means copyright and all related rights, moral rights, database rights, business names, patents, and rights to use and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Privacy Policy” means Consentz privacy policy found [by following this link];

“Services” means all those services provided through the Application;

“Server” means Consentz cloud-based server operated by Amazon Web Services, on behalf of Consentz;

“Store” means a marketplace for applications on any platform available from time to time and in relation to which Consentz publishes the Application including without limitation the iTunes, Google and Android platforms;

“User”, “Your” and “You” means a user of the Application and/or the Services;

“User Guide” means refers to the Consentz user guide which can be found at [https://www.consentz.com/user-guide/] and such other supporting documentation as the Consentz makes available at: [https://www.consentz.com/getting-started/], each of which may be updated by the Consentz from time to time.

“Website” means the website published by Consentz at www.consentz.com which sets out the features of the Application.

3. These Terms of Service together with the Privacy Policy set out the terms on which we offer the Application and the services available through the Application and on which You agree to use the Application and the Services. If any open-source software is included in the Application or the Services, the terms of an open-source licence may override some of the terms of these Terms of Service.
4. Please review these Terms of Service carefully and make sure that You understand them before using the Application and/or the Services. If You do not agree to these Terms of Service, You must cease use of the Application and the Services immediately.

2. ACCEPTANCE OF TERMS OF SERVICE
1. By using the Application and/or the Services, You accept and agree to be bound by these Terms of Service.
2. We may at any time modify these Terms of Service and/or Privacy Policy. We will notify You of any changes to these Terms of Service or Privacy Policy either by emailing You (at the email address entered by You into any form on the Application) or by posting a notice on the Application in which case you may be required to read and accept the new Terms of Service and/or Privacy Policy in order to continue using the Application and/or the Services. By continuing to use the Application and/or the Services after changes to these Terms of Service and Privacy Policy are made and notified to You, You agree to be bound by such changes.
3. You can review the most current version of our Terms of Service and Privacy Policy at any time by clicking on the “Terms of Service” link located at the bottom of the Website. It is Your responsibility to ensure that You are familiar with the current Terms of Service and Privacy Policy. You are advised to check the above link on a regular basis.
4. From time to time updates to the Application may be issued through the Store. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the Application and accepted any new terms. There is no obligation on Consentz to issue updates, add new features or keep it available in any particular Store.
5. You must ensure you obtained permission from the owners of any Device that is controlled, but not owned, by You onto which you download or stream a copy of the Application or through whose store account the Application is obtained. You and/or the relevant owner may be charged by Your and/or his service providers for internet access on the Device. You accept responsibility in accordance with these Terms of Service for the use of the Application and/or the Services on or in relation to any Device or store account, whether or not it is owned by You.

3. WHAT IS THE APPLICATION?

1. The Application is a tablet-based patient management system that takes You through the entire patient consultation from registering a patient, to filling out the medical history, to deciding on the course of treatment, to recording patient notes and photographs and finally collecting and storing a digital signature using a stylus.

4. GRANT AND SCOPE OF LICENCE

1. In consideration of You agreeing to abide by the terms of these Terms of Service, we grant You a non-transferable, non-exclusive licence to use the Application on the Device, subject to these Terms of Service, the Privacy Policy and the and the relevant rules applicable to the Store, each of which is incorporated into these Terms of Service by reference. We reserve all other rights.
2. You shall only use the Application in conjunction with the accompanying User Guide and must at all times adhere to the User Guide and any additional materials provided by Consentz for such purpose.
3. Except as expressly set out in these Terms of Service or as permitted by any applicable local laws, You agree:
1. not to copy the Application except where such copying is incidental to normal use of the Application, or where it is necessary for the purpose of back-up or operational security;
2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Application;
3. not to make alterations to, or modifications of, the whole or any part of the Application, or permit the Application or any part of it to be combined with, or become incorporated in, any other programs;
4. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Application or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Application with another software program, and provided that the information obtained by you during such activities:
1. is used only for the purpose of achieving inter-operability of the Application with another software program;
2. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
3. is not used to create any software that is substantially similar to the Application;
5. to keep all copies of the Application secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Application;
6. to include our copyright notice on all entire and partial copies you make of the Application on any medium;
7. not to provide or otherwise make available the Application in whole or in part (including object and source code), in any form to any person without prior written consent from us;
8. to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Application or the Services;
9. You acknowledge that You have no right to have access to the Application in source code form; and
10. You shall supervise and control use of the Application and ensure that the Application is used by the Your employees and representatives only and in accordance with these Terms of Service.

(together the “Licence Restrictions”).

4. You must:
1. not use the Application and/or the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Service, or act fraudulently or maliciously, for example, by hacking into, uploading or inserting any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services, the Application or any operating system;
2. not interfere with the servers or networks connected to the Application or to violate any of the procedures, policies or regulations of networks connected to the Application;
3. not use the Application and/or the Services to generate unsolicited advertisements or spam;
4. impersonate any other person while using the Application and/or the Services;
5. not use the Application or the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
6. not collect or harvest any information or data from the Application or the Services or our systems or attempt to decipher any transmissions to or from the servers running the Application or the Services;
5. You agree and undertake to keep Your username and password confidential, not to disclose Your password to any other person and not to permit any other person to log in to the Application using Your username and password.

5. PAYMENT TERMS

1. The Application is free to download. However, in order to use certain premium features, You will be required to sign up to a subscription package (a “Subscription”) and pay the appropriate Fees.
2. Details of Subscriptions and Fees are set out on the Website. Subscriptions vary depending on number of patients, term and the features You wish to use.
3. Fees are quoted in GBP (£) exclusive of VAT (if applicable).
4. Consentz may agree access to certain services for a limited time on the basis of a free trial. The term of any free trial will be agreed at the time You agree these Terms of Service. If we do not agree, the term of a trial will be limited to 30 days. Consentz shall be entitled in its sole and absolute discretion to delete any Content associated with an Account that is not upgraded to a paying Account at the end of the free trial period and terminate access to such Account.
5. When signing up to pay a Subscription Fee, You will be asked to enter Your credit or debit card details and asked to click “submit”. Consentz uses PCI compliant payment providers. Consentz will not see or receive Your credit or debit card details. These will be viewable only by the payment provider.
6. When Your payment has been processed, You will receive a confirmation email from Consentz.
7. In the event that You sign up for a rolling subscription whereby Your subscription renews on a monthly, quarterly or annual basis, You authorise Consentz (or our payment provider) to request payment from Your bank or card provider at the appropriate intervals. You must ensure that there are sufficient funds in Your account to meet the subscription fee due to us. In the event that a payment is unsuccessful, we will request the payment again. We reserve the right to charge You an administrative fee of £10.00 in respect of each payment properly requested by us that is unsuccessful.
8. The Website specifies any additional terms applicable to any Subscription.

6. CANCELLATION

1. In the event that You have signed up for a one-off Subscription, Your Subscription will terminate automatically at the end of the applicable Subscription period. You will then be unable to use premium services or access certain Content associated with Your account and that Subscription.
2. In the event that You have signed up for an automatically renewing Subscription, You may cancel the Subscription at any time by giving us no less than 30 days notice. In order to cancel a Subscription You must cancel your Subscription via our account management system. The date Your cancellation will take effect will be the end of the current billing cycle.
3. Consentz will not refund any subscription paid by You in the event that You wish to cease use of the Services and/or the Application prior to the proper expiry of the current billing cycle. All fees paid to Consentz are non-refundable.

7. CONTENT

1. You hereby represent and warrant that in respect of any Content uploaded via the Application to Consentz’s Servers by You or on Your behalf:
1. You have the right to submit such Content via the Application (whether by virtue of ownership of the Intellectual Property Rights in such Content or as a result of the grant to You of a license to use and publish such Content);
2. all Content submitted is necessary to be obtained for medical purposes and is collected and submitted by a health professional or a person who in the circumstances owes a duty of confidentiality which is equivalent to that which would arise if that person were a health professional;
3. content will be taken and submitted using Your best professional and medical judgement of You or Your appropriately qualified employees;  
4. the submission of such Content via the Application is not likely to bring the reputation of Consentz into disrepute;
5. once submitted Content will only be used for patient records and will not be used for any unregulated or unlawful purpose.
6. such Content (and the submission of such Content via the Application):
1. has been specifically approved by each person to whom the content and any personal data contained within it in relates and each person acknowledges that it may contain “Sensitive Personal Data” for the purpose of that Act. Such consent shall be specific, informed and in accordance with the Data Protection Act 1998.
2. is not illegal in the UK or in any jurisdiction in which such Content might reasonably be expected to be viewed and does not promote any illegal activity; and
3. is not of a pornographic, sexually explicit, violent, offensive or obscene nature (taking into account that the Content is not going to be published and images and video may contain graphical records of relevant body parts of Your patients);
2. You acknowledge and agree that Consentz may be required to provide information about the origin of any Content submitted via the Application to a court or other judicial body. Consentz will only disclose such Content on receipt of a court order from a court of competent jurisdiction. Consentz will not disclose any Content to any patient, or other third party without your prior written consent or by order of a court of competent jurisdiction.  
3. Consentz does not offer a service whereby You can electronically transfer all Content uploaded by You via the Application to a third party database or storage medium. In the event that You wish to make such a transfer, You would be required to perform this transfer manually by downloading a file containing your Content. On termination of these Terms of Service, Your access to, and right to view Content uploaded by You via the Application will terminate. Consentz reserves the right to delete all Content uploaded by You via the Application 14 days after termination of these Terms of Service. In any event, Consentz shall delete all such Content within 6 months of termination of these Terms of Service.
4. You acknowledge and agree that Content uploaded by You via the Application is automatically synchronised to Consentz’s Server only when the Device on which the Application operates is connected to a wi-fi network. At all other times, Content is saved only on the relevant Device and is not backed-up or otherwise stored remotely. Damage to, or theft of the Device, would result in the permanent loss of such Content.

8. OUR RIGHTS

In providing You with access to the Application and in providing the Services, Consentz reserves the following rights, and in accessing, browsing or otherwise using the Application and/or the Services You grant to Consentz and agree that Consentz shall have the following rights:

1. the right to refuse or withdraw Your access to the Application or any particular part of and/or the Services in accordance with applicable laws for any reason at any time (with or without notice) if in Consentz’s sole and absolute discretion You violate or breach any of these Terms of Service;
2. the right to suspend, amend or disable Your Account without giving You notice or any reason;
3. the right to remove or amend any Content without giving You notice or any reason;
4. the right to amend or update the Application, fees, billing methods or these Terms of Service from time to time;
5. the right to  report You to the police or other judicial body if Consentz believes in its sole and absolute discretion that Your conduct (whether in using the Application, our Services or otherwise) is unlawful.

9. INTELLECTUAL PROPERTY

1. Consentz and/or its licensor(s) are the sole owners of the Application and content made available through the Application, which includes and IPRs but excluding the Content.
2. Notwithstanding the preceding paragraph, You shall retain ownership of any Content provided by You to populate any page on the Application. You hereby grant a transferable licence to Consentz to publish, display, extract, analyse and use such Content solely during the term of these Terms of Service in order for Consentz to provide the Services as contemplated by these Terms of Service and the Privacy Policy.
3. Consentz shall own all IPRs in any Invention from the point of its creation and grants You a perpetual licence to use such Invention.
4. The Application is protected by UK and international copyright and other IPRs. Without limitation, this means that You may not sell, export, license, modify, copy, distribute or transmit the Application (or any part of it) or any material (other than Content uploaded by) provided through the Application without Consentz’s prior express written consent.
5. Any unauthorized use of the Application will result in the automatic termination of the limited license granted by us. Consentz reserves the right to terminate the limited license without notice at any time following any breach or unauthorized use by You or any person under your control of the Application.
6. Consentz and its graphics, logos, icons and service names related to the Application are registered and unregistered trademarks or trade dress of Consentz. They may not be used without Consentz’s prior express written permission.
7. All other trademarks not owned by Consentz that appear in connection with the Application are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Consentz.

10. SECURITY

1. Whilst we have implemented commercially reasonable technical and organisational measures to secure Your personal information, that of Your patients and other user Content from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that You provide Your personal information, that of Your patients and other user Content at Your own risk.
2. Access to and use of the Application requires input of a unique password and username combination. You can change Your password using the functionality built into the Application.
3. Please note that Consentz does not have access to Your Device and cannot delete the Application from Your Device in the event that it is stolen or otherwise lost. It is Your responsibility to ensure the safety of Your device and your username and password. In the event that Your Device is lost or stolen, You can download the Application again onto a new device and login with Your existing username and password combination. This will provide You with access to Your Content.

11. ELECTRONIC COMMUNICATIONS

By downloading and/or using the Application and/or the Services, You consent to receiving electronic communications and notices from Consentz. You agree that any notice, agreement, disclosure or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing.

12. PRIVACY

You provide us with information when You register an Account via the Application. We also collect information both relating to You (for example on Your usage history) and to users of the Application and the Services in general. Any information that You submit or that we collect when You are using the Application or Services is subject to the Consentz Privacy Policy the terms of which are hereby incorporated into these Terms of Service.

13. USE OF INFORMATION SUBMITTED

1. You agree that Consentz is free to use any comments, information or ideas contained in any communication You may send to Consentz (excluding Content submitted by you through the Application) without compensation, acknowledgement or payment to You for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Services or the Application or other products or services.
2. For the avoidance of doubt, You agree that all such information referred to in this clause 13 shall be non-confidential and non-proprietary to You, and You agree that such information may be used by us without any limitation whatsoever.

14. LIMITATION OF LIABILITY

1. You acknowledge that the Application has not been developed to meet Your individual requirements, and that it is therefore Your responsibility to ensure that the facilities and functions of the Application as described on the Website meet Your requirements. It is also Your responsibility to ensure that you are using the latest updates and versions of the Application made available by the Consentz.
2. In no event shall Consentz, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to You for any loss of profit, loss of business, business interruption, loss of business opportunity, loss of use or any special, incidental, indirect or consequential damages whether or not arising as a result of any negligence, failure or other fault caused by Consentz, on any theory of liability, and whether or not advised of the possibility of damage.
3. Subject to paragraph 14.4, Consentz is only responsible for loss or damage You suffer that is a foreseeable result of our breach of these Terms of Service or our negligence up to the limit specified in paragraph 14.5, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach.
4. Consentz does not seek to exclude liability for death or personal injury resulting from our negligence, fraud or fraudulent misrepresentation on the part of Consentz or any other liability that cannot be excluded or limited by English law.
5. Our maximum aggregate liability under or in connection with these Terms of Service (including Your use of the Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the aggregate of any Fees paid by you in the 12 months preceding the occurrence of Your loss or damage. This does not apply to the types of loss set out in paragraph 14.4.

15. DISCLAIMER

1. Consentz provides the Services and the Application “as is” and without any warranty or condition, whether express, implied or statutory. Consentz specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Consentz assumes no liability or responsibility for any errors or omissions in the Application or its provision of the Services; any failures, delays or interruptions in the Application or Services; any losses or damages arising from the use of the Services or the Application; or any conduct by other users of the Services or  the Application. Consentz reserves the right to deliver the Services and the Application in its sole and absolute discretion. Consentz gives no guarantee regarding uptime, availability of the app or relating to the use if the Store.
2. Where Consentz offers template documents for use by you, these are to be considered only as examples and should be reviewed by you, as an experienced medical practitioner, to ensure they are suitable for their specific use.   
3. From time to time You may use or access services, promotions and websites of third parties (including without limitation the Store). In using or accessing third party services, promotions and websites, You agree to be bound by the terms of service of such third parties governing their services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of services, accuracy of promotions or content of websites belonging or operated by third parties.

16. INDEMNITY

You agree to indemnify and hold Consentz and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of Your use of the Services and/or the Application or Your violation of any law or the rights of any third party or a breach of the Terms of Service or Privacy Policy.

17. DISPUTES

1. You agree that these Terms of Service and any claim, dispute or controversy arising out of in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), the Services, Consentz, the Application, Consentz’s advertising or any related transaction between You and Consentz shall be governed by and construed in accordance with English law.
2. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.

18. TERMINATION

1. We may terminate these Terms of Service immediately by written notice to You:
1. if You commit a material or persistent breach of these Terms of Service which You fail to remedy (if remediable) within 14 days after the service of written notice requiring You to do so;
2. if You breach any of the restrictions in paragraphs 4.2 and 4.3; and
3. You fail to make any payment under these Terms of Service when due.
2. We may terminate your Subscription for any reason at any time by giving no less than one calendar month’s written notice to You.
3. On termination for any reason:
1. all rights granted to You under these Terms of Service shall cease;
2. You must immediately cease all activities authorised by these Terms of Service, including Your use of any Services; and
3. You must immediately delete or remove the Application from all Devices, and immediately destroy all copies of the Application then in Your possession, custody or control and certify to us that You have done so.

19. GENERAL

1. We may transfer our rights and obligations under these Terms of Service to another organisation, but this will not affect Your rights or our obligations under these Terms of Service.
2. You may only transfer your rights or obligations under these Terms of Service to another person if we agree in writing.
3. These Terms of Service are agreed between You and us. No person shall have any rights under or connection with these Terms of Service under the Contracts (Rights of Third Parties) Act 1999.
4. If any court or competent authority decides that any term of these Terms of Service is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
5. Consentz reserves the right to charge interest on any late payments at the rate of 7% per annum above the base rate of the Bank of England. Interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
6. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
7. Our failure to enforce any provision of these Terms of Service shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision.
8. You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights under these Terms of Service without our prior express written consent.  
9. These Terms of Service and Privacy Policy set forth the entire understanding and agreement between You and Consentz with respect to the subject matter hereof and exclude any warranties made on Consentz website or any other materials produced by Consentz.
10. These Terms of Service 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 laws of England.
11. You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Service agreement or their subject matter or formation (including non-contractual disputes or claims).