General Terms

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General Terms

The core terms that apply to every Agilio product, whatever you’ve subscribed to.

Last updated: 15 September 2026

 

1. What these terms cover

1.1 These General Terms are one of several documents that, together with your order form, make up your contract with the Agilio Group company you’re subscribing with. They consist of:

      • these General Terms, containing the core legal and commercial terms that apply to your use of our products and services;
      • any Product-Specific Terms for what you’ve subscribed to;
      • our Acceptable Use Policy, setting out what you (and, if applicable, your team) can and can’t do while using our services;
      • our Jurisdiction-Specific Terms, adding or varying terms depending on which Agilio Group company you’re contracting with, or where you’re located, where a section of that page applies to you;
      • our Data Processing Agreement, explaining how we handle personal data on your behalf; and
      • your order form, confirming what you’ve bought, for how long, and at what price.

We’ve tried to keep these documents as plain and readable as we can, though some legal wording is unavoidable. By using our services, you’re agreeing to all of these documents together, not just your order form. We’ll tell you if we update any of them — see the clause about ‘Other important terms’ for how.

1.2 If there’s ever a conflict between the documents making up your contract: our Jurisdiction-Specific Terms take priority, to the extent a section of them applies to you and conflicts with anything else in your contract; otherwise, our Data Processing Agreement takes priority for anything to do with data protection; otherwise, these General Terms take priority, then any Product-Specific Terms (including any of our documentation they incorporate, as described below), then our Acceptable Use Policy, then your Order Form. Despite this, your Order Form takes priority over any of the others to the extent it expressly states it’s varying a specific numbered clause of them — so a genuinely agreed deviation takes effect as intended, but general or informal wording on your Order Form doesn’t accidentally override the legal protections in these General Terms.

1.3 If you subscribed directly through our website — for example by selecting a plan, entering your payment details and accepting this contract as part of that sign-up journey — references in this contract to your Order Form mean that online sign-up confirmation instead.

1.4 Where your Product-Specific Terms refer you to our documentation for the detail of what’s included in a particular product or tier, that referenced content forms part of your contract, and ranks in the conflict waterfall above at the same level as the Product-Specific Terms that refer to it.

1.5 These terms, together with the rest of your contract, apply instead of any other terms you try to impose or incorporate — including terms on your own purchase order, and any terms implied by trade custom, practice or dealings between us.

1.6 An order form only becomes binding on us once we’ve accepted it — for example, by countersigning it, confirming it to you in writing, or starting to provide the relevant services.

1.7 If you subscribe directly through our website, it's possible that, despite our best efforts, a subscription may be shown at an incorrect price. If the correct price is higher than the price shown when your subscription began, we'll tell you about the error and give you the choice of continuing at the correct (higher) price or cancelling your subscription. If we're unable to contact you using the contact details you've given us, we'll cancel your subscription and let you know.

1.8 If we decline to create your subscription for any reason — for example, because of a pricing error, because we can't process your payment, or because we can't validate you under this contract — we'll tell you. Where we're unable to process your payment, we may invite you to pay using a different payment method instead.

2. Your licence to use our services

2.1 We grant you a worldwide, non-exclusive, non-transferable licence to access and use our services for your own internal business operations — your subscribed services for as long as the relevant subscription runs, and any statement-of-work deliverables for as long as this contract is in force. This is a licence to access and use our services as we make them available to you — it isn’t a licence to our underlying software itself, which you never receive a copy of (see the clause about ‘Intellectual property’). We can revoke this licence if you breach this contract.

2.2 You can’t let anyone use your subscribed services who isn’t one of your authorised users, and you can’t resell our services or provide access to third parties, other than to practices or entities properly included in your subscription under the clause about ‘Group companies and multi-practice arrangements’. Where we provide services under a statement of work, only your own employees, contractors and agents, or those practices or entities, may receive or use them. You’re liable for the acts and omissions of your authorised users, employees, contractors, agents and affiliates, and of anyone else who accesses or uses the services through your account or on your behalf, as if they were your own.

2.3 Where applicable, the number of authorised users you register can’t exceed the number of user subscriptions you’ve purchased under your order form. You can reassign a named authorised user’s access to someone else in your organisation, but a single authorised user’s access can’t be shared between, or used by, more than one person at a time — once you reassign it, the previous user’s access ends. Authorised users must only access our hosted services using the methods we specify, and each authorised user must be aware of, and comply with, your obligations under this contract.

2.4 You also mustn’t:

      • reverse engineer, decompile or disassemble our hosted services, or otherwise attempt to uncover their source code, object code, underlying structure, ideas, know-how or algorithms, or attempt to do any of this;
      • modify, translate, or create derivative works based on our hosted services, except to the extent we expressly permit;
      • use any automated means to scrape, mine or extract data or content from our services beyond your ordinary permitted use of them; or
      • remove or obscure any of our proprietary notices.

3. Your responsibilities

3.1 Before you sign up, it’s on you to check the services actually suit your needs. Once you’re using them, you need to:

      • keep your own systems and infrastructure in good working order, and maintain and upgrade them in line with good industry practice and any minimum requirements we publish;
      • adopt whatever working practices and changes you need to make effective use of the services, provided this doesn’t put you in breach of any other part of this contract;
      • follow our reasonable instructions about how to use the services, and not do anything that unreasonably delays or interferes with our ability to provide them;
      • give us the information, access and cooperation we reasonably need to provide the services, and tell us promptly, in writing, if anything about your organisation relevant to the services changes;
      • comply with the law in connection with your own use of the services, including any applicable trade sanctions or export control law — you mustn’t access, export or transfer our services, or any content or data within them, to or from any country, territory, organisation or individual subject to UK or EU trade sanctions, and you mustn’t use the services at all if doing so would be unlawful under the law of the country where you’re resident or from which you access them;
      • keep your team’s login details secure and confidential, and remove access for anyone who leaves your employment, or otherwise stops being entitled to use the services on your behalf;
      • tell us promptly, in writing, if you become aware of any unauthorised use of your, or an authorised user’s, login details or account;
      • if you migrate data to us, make sure it’s reasonably clean and free of corruption and material errors before you do;
      • keep your business and billing information up to date, including your company name, address, primary contact, and any tax information we need to invoice you correctly; and
      • arrange and pay for your own internet access and connectivity needed to use the services.

3.2 You’re responsible for the stability of your own systems and internet connectivity, and the availability of our hosted services partly depends on them. Where a change to either of those happens outside your reasonable control or ours, we’re not responsible for the impact on the hosted services. This doesn’t affect your obligation to keep paying fees.

3.3 You’re responsible for deciding whether you need additional back-ups of your data beyond the back-ups we keep as part of the services — see the clause about ‘Your data, ownership and back-ups’.

4. Additional services and statements of work

4.1 As well as your subscribed services, we can agree additional services through a statement of work. Each one is its own separate contract for that piece of work, but is governed by, and incorporates, these General Terms and the rest of this contract, except to the extent a clause expressly says otherwise (for example, on term or pricing). Any written communication can count as a statement of work if it’s clearly identified as an order for these additional services, and it becomes binding once both of us have signed it, or otherwise agreed it in writing.

4.2 Both of us will use commercially reasonable endeavours to meet the timescales in a statement of work, but time isn’t "of the essence" for our performance — meaning a delay isn’t automatically a breach letting you end the contract — and we’re not responsible for a delay caused by you.

4.3 We warrant that we’ll perform statement-of-work services using reasonable skill and care. This is a separate warranty from — and doesn’t replace — the warranty for your subscribed services in the clause about ‘Liability’.

4.4 Where a statement of work includes set-up or implementation services, we’ll use commercially reasonable endeavours to complete them so you can receive the relevant subscribed services for their intended purpose. If we don’t, your only remedy is for us to use commercially reasonable endeavours to repeat the affected element of those set-up or implementation services within a reasonable time. This doesn’t affect your obligation to pay fees for your subscribed services in line with your order form, whether or not set-up or implementation is complete.

4.5 Any date we give you for when your subscribed services will start, or for when set-up or implementation will be complete, is an estimate only, and we’re not liable for any loss arising from a delay beyond it.

4.6 Where a statement of work is charged on a time and materials basis rather than a fixed price, your order form or the statement of work sets out the rate that applies. If it doesn’t, our then-current standard rate for the relevant service applies instead. Where that statement of work runs for more than 12 months, we can increase the rate once every 12 months. If we increase it by more than 8% in a year, we’ll give you at least 30 days’ written notice, and you can end that statement of work early, without penalty, by telling us before the increase takes effect.

4.7 Unless we agree otherwise, we’ll deliver statement-of-work services remotely; if you ask us to deliver them on-site, you’ll reimburse our reasonable expenses, payable within 30 days of our invoice. If a statement of work doesn’t say how long it runs, it expires 180 days after it starts unless we agree to extend it — though if it isn’t complete by then because you haven’t given us what we need to finish it, we’ll treat it as complete, and if it isn’t complete because of something on our side, we’ll extend the period to let us finish. Where a statement of work includes a set number of hours or units, they expire as stated in your order form or the statement of work itself, starting from the date you purchase them.

4.8 If a statement of work ends before the services under it are complete, and we’d agreed a fixed price for it, we can, at our discretion, reduce that price to an amount that reasonably reflects the value of what we’d already provided and the cost to us of providing it. Ending one statement of work on its own doesn’t affect any other statement of work, or your wider contract with us.

4.9 If a statement of work is for services that recur, rather than a one-off piece of work, it’s treated as part of your subscription and renews in line with the clause about ‘Term and renewal’, rather than under the expiry rule above.

4.10 We might provide some or all of a statement of work’s services through third-party providers. Statement-of-work services are non-cancellable, and fees for them aren’t refundable, except as this clause or elsewhere in this contract expressly provides.

5. Fees, payment and price changes

5.1 Your order form sets out how your fees are calculated, including any payment tiers based on the number of authorised users, practices or other units covered by your subscription, and the fee for each tier. If the number you use moves you into a different tier, we’ll adjust your fees to that tier’s price under the true-up process below.

5.2 Where a subscribed service, or a feature of it, is charged on a metered, usage-based basis — for example, a fee per SMS, per AI-generated voice minute, or per API call — your order form will say so and will set out the applicable unit rate. We calculate metered fees using our own system records of your usage for each billing period, and invoice them in arrears unless your order form says otherwise. Metered fees are in addition to any fixed subscription fee for the relevant subscribed service.

5.3 Where your fees are based on a minimum number of authorised users, practices or other units, you keep paying fees for at least that minimum for the rest of your subscription even if your actual number drops below it.

5.4 More generally, if a change to your subscription increases your fees — for example, adding a practice or entity, moving to a higher tier, or any other upgrade — that increased fee applies for the rest of your subscription. Once it takes effect, you can’t revoke it or ask for your fees to reduce back down before your subscription next renews, even if your circumstances or use change again in the meantime.

5.5 We’ll invoice your subscribed services in advance for each billing period stated on your order form, and any statement-of-work fees monthly in arrears for the previous month, in each case unless your order form or statement of work says otherwise. You must pay within 30 days of the invoice date (or any shorter period stated on your order form), or immediately if you pay by direct debit or card.

5.6 If any sum payable under this contract remains unpaid more than 10 days after its due date, we may charge interest on the overdue sum, calculated on a simple (non-compounding) basis from the due date until the date of payment, at the greater of: (a) 8 per cent per annum above the Bank of England base rate in force on the 30 June or 31 December (whichever is the most recent) immediately preceding the due date; or (b) the maximum rate permitted by law. Bank of England base rate means the Bank Rate set by the Bank of England’s Monetary Policy Committee and published at bankofengland.co.uk.

5.7 If you miss two consecutive months’ payments, we can, after giving you at least 10 days’ written notice to put this right, invoice you for the rest of your then-current term in one go.

5.8 If your own accounts payable process requires a purchase order number, cost centre code or other reference on our invoice, tell us in writing before your order form is signed (or, if you subscribed through our online sign-up, before you complete it), or as part of it, and we’ll use reasonable endeavours to include it on invoices going forward. But your obligation to pay an invoice by its due date under this contract doesn’t depend on that number or reference appearing on it, on you having raised or approved an internal purchase order, or on any other internal administrative step of yours — you can’t withhold, delay or dispute payment on any of those grounds.

5.9 Where your order form specifies payment by direct debit, you must complete and keep in place a valid direct debit mandate authorising us to collect your fees, and tell us promptly if your bank details change.

5.10 Where you pay by card or direct debit, you authorise us to charge that payment method for all fees due under this contract, and you authorise us to use a third-party payment provider to process those payments and to share your payment information with them for that purpose. We can refuse a payment method — for example, if we reasonably suspect fraud — and ask you to provide a different one. If a payment attempt fails, we can retry it, and if you update your payment details to fix the problem, we’ll resume billing automatically.

5.11 If we’re unable to collect a direct debit payment — for example, because of incorrect payment details, insufficient funds, or cancellation of your mandate — we treat it the same as any other missed payment under this clause, including charging interest and suspending your access.

5.12 We may increase fees by up to 8% a year once your minimum term has ended. If we ever need to increase fees by more than that, we’ll give you at least 30 days’ notice and you can choose to end your subscription, by telling us in writing before the increase takes effect. This annual increase limit doesn’t apply to a fee change resulting from a tier or product change under our Product-Specific Terms — for example, an upgrade you ask for, or a migration following our discontinuation of a tier or product — which are governed by those terms instead.

This annual increase limit applies to your subscription fees only — it doesn’t apply to a time-and-materials rate for a statement of work. Where a statement of work sets its own rate, that rate applies for the duration of that statement of work unless it says otherwise, subject to the rate-increase mechanism for a long-running statement of work in the clause about ‘Additional services and statements of work’; a new statement of work can be charged at our then-current standard rate for the relevant service, whatever that is at the time.

5.13 If you owe us any amount that’s overdue, we can deduct it from any refund, credit or other amount we owe you, as well as pursuing any other right or remedy available to us.

5.14 Fees are stated in pounds sterling, unless your order form specifies a different currency, and are exclusive of VAT and any other applicable tax, which you’ll pay in addition at the prevailing rate. You must pay all amounts due under this contract in full, without any deduction, withholding, set-off or counterclaim, except as required by law.

5.15 We can check, no more than once every 12 months (or more often if we reasonably suspect unlicensed use), that your use of the services — for example, your number of authorised users, subscribed practices, or patient population, depending on how your fees are calculated — stays within what you’ve paid for. We’ll ask you for any information we reasonably need to do this. If we find you’ve used more than you’ve paid for, we can invoice you for that historic use at our then-current list prices, and adjust your ongoing fees to reflect your actual use going forward. We’ll each bear our own costs of a check under this clause, unless it finds you’ve used more than you’ve paid for, in which case you’ll also reimburse our reasonable costs of carrying it out.

6. Term and renewal

6.1 Your subscription runs for the minimum term set out in your order form, then renews automatically for successive periods, each equal in length to your minimum term or 1 year, whichever is greater, unless either of us gives the other at least 90 days’ written notice, before the end of the then-current term, to end the subscription at the end of that term.

6.2 Except as this contract expressly says otherwise, you can’t cancel your subscription before the end of your then-current term, and we won’t refund any fees you’ve already paid or that are due for that term.

7. Ending this contract for cause

7.1 Either of us can end this contract immediately if the other commits a material breach and doesn’t fix it within 30 days of being told about it — or straight away if it can’t be fixed. Your late payment counts as a material breach, and if you haven’t paid an overdue amount within 7 days of us giving you notice of it, we can end your subscription immediately.

7.2 Either of us can also end this contract immediately by giving written notice to the other if the other has a winding-up petition presented against it, enters into liquidation (whether compulsory or voluntary, other than for amalgamation or reconstruction while solvent), makes an arrangement with its creditors, has an administrator, receiver or manager appointed over its assets, or a court determines it’s unable to pay its debts.

7.3 Ending this contract under this clause ends every order form and subscription you then have in force with us, whether we end it or you do — you can’t argue that a particular order form or subscription continues just because it still has time left to run. Any statement of work you then have in force with us continues on its own terms, unless we say otherwise, or the statement of work itself says it doesn’t.

7.4 If you end this contract under this clause, we’ll refund any fees you’ve prepaid for the period after the date it ends.

7.5 If we end this contract under this clause, or by accepting a repudiatory breach of it by you at common law, we can also invoice you for the fees that would otherwise have been due for the rest of your then-current term, as if this contract had continued to the end of it — except where our Product-Specific Terms for the relevant product set out a different remedy for this situation, in which case that remedy applies instead.

8. What happens when this contract ends

8.1 When your contract ends, your licence to use our services stops immediately. You’ll return, or if we reasonably prefer, destroy, any of our property you’ve been given under this contract. We’ll make your data available for you to migrate out, in a standard file format, for 30 days. After that, we’re under no obligation to keep or provide it, and unless the law requires us to keep it longer, we’ll delete it from our systems — for personal data within your data, this is instead governed by our Data Processing Agreement. Any outstanding fees become payable straight away, and we can invoice you for any services we’ve provided that we haven’t already invoiced.

8.2 The clauses about ‘Intellectual property’, ‘Your data, ownership and back-ups’, ‘Your data, warranties and indemnity’, ‘Confidentiality’, ‘Use of aggregated and anonymised data’, ‘Liability’, ‘Intellectual property indemnity’, ‘Time limit for bringing a claim’ and ‘Notices’ continue to apply after this contract ends, along with any other clause which, by its nature, is intended to carry on applying.

9. Intellectual property

9.1 We (or our licensors) own everything we build, host or provide to you — our software, our content, and anything we deliver as part of your services. You don’t acquire any ownership rights just by using the services; you get a licence to use them on the terms set out in the clause about ‘Your licence to use our services’, and that’s it. If you give us feedback or suggestions, we can use those freely without paying you for them.

9.2 If you or anyone acting for you acquires any intellectual property rights in anything we build, host or deliver to you — or in any feedback or suggestions you give us — you’ll assign those rights to us, and you’ll sign anything reasonably necessary to formally document that assignment if we ask you to, at your own cost.

9.3 Our trademarks, trade names and logos — including those listed on our Trademarks page, which we may update at any time — are ours, and you mustn’t use them without our prior written permission, except as this contract or that page expressly allows.

10. Your data, ownership and back-ups

10.1 Your data remains yours (or your licensors’). You grant us a licence to use it to the extent necessary to provide and support the services to you.

10.2 We run daily back-ups of your data for disaster recovery purposes, but these aren’t a substitute for your own back-up arrangements — we recommend you keep your own copies of anything you can’t afford to lose, and we’re not liable for any loss or corruption of, or inability to recover, your data, except to the extent it results from our negligence.

10.3 How we handle personal data within your data is set out separately in our data processing agreement.

10.4 If you need our reasonable assistance to retrieve your data during your subscription, we’ll provide it at your reasonable cost.

10.5 Our hosted services may also be subject to delays or interruptions arising from the internet or public networks that we or you rely on — an inherent risk of any cloud-based service — and we’re not liable for interruptions of that kind. More generally, we don’t guarantee that our services will be uninterrupted, timely, secure or error-free, or that we’ll correct every error, though we’ll use commercially reasonable endeavours to do so. See our Product-Specific Terms for our support hours and target response times.

10.6 Some of our products connect to, or exchange data with, a third-party system you use — for example, your practice management system, or another system holding records relevant to a subscribed service. You’re responsible for maintaining your own valid licence, subscription and access permissions for that system, and for keeping its connection to us properly configured. We’re not liable for that system’s unavailability, errors or data-quality issues, or for a change to it — including a change to how it makes data available to us — that affects a subscribed service’s ability to read data from, or write data back to, it.

11. Your data, warranties and indemnity

11.1 Except to the extent we have direct obligations under data protection law, you’re responsible for the accuracy, lawfulness and integrity of all data you or your authorised users upload, store or process using our services (“your data”), and we have no control over it — unless otherwise authorised under this contract, we don’t actively monitor or access its content.

11.2 You warrant that your data won’t be defamatory, unlawful or discriminatory, won’t infringe anyone’s rights, and that you hold all consents and permissions needed for it to be uploaded, stored and processed through our services — including, where relevant, the consent of the individuals it relates to. You’ll indemnify us against any and all losses we suffer as a result of or in connection with a breach of this clause, including in handling any complaint or allegation that, if true, would mean you’d broken it.

11.3 You’ll also indemnify us against any and all losses we suffer as a result of or in connection with a third party’s claim, suit or action against us arising from: your, or an authorised user’s, breach of this contract or our Acceptable Use Policy; your, or an authorised user’s, unauthorised or unlawful use of the subscribed services; someone else’s unauthorised use of the subscribed services through an authorised user’s login details, where that resulted from your, or the authorised user’s, failure to keep those details secure as the clause about ‘Your responsibilities’ requires; or your, or an authorised user’s, use of any third-party product, service or infrastructure in connection with our services — whether it’s something you’ve chosen to use alongside them, or something we rely on to deliver them to you — including a breach of that third party’s own terms, whether or not the underlying use was otherwise permitted under this contract.

12. Confidentiality

12.1 Both of us promise to keep the other’s confidential business, financial, technical and commercial information confidential, and only use it for the purposes of the contract. We can share it with our own group companies, employees and advisers who need to know it, and our group companies may also use it to tell you about other Agilio products they think might interest you.

We can also share it with subcontractors and service providers who help us deliver the services, provided they’re bound by confidentiality obligations at least as strict as this clause.

12.2 Either of us can also disclose confidential information where required by law, regulation, or a competent court or regulator, having told the other party first where we’re legally able to.

12.3 Confidential information doesn’t include information that: is or becomes publicly available other than through our or your breach of this clause; was already known to the receiving party before it was disclosed; is received from a third party without breach of any duty of confidence; or is independently developed without reference to the other party’s confidential information.

12.4 Each of us acknowledges that damages alone may not be an adequate remedy for a breach of this clause, and that the non-breaching party can seek an injunction or other equitable relief, in addition to any other remedy available.

13. Using AI tools with our confidential information

You mustn’t use our confidential information, or anything we’ve delivered to you, to train, fine-tune, improve or develop any AI or machine learning model, tool or service. You also mustn’t put our confidential information, content or anything we’ve delivered to you into any AI or machine learning tool or service unless it doesn’t use what you put into it (or anything derived from it) to train, fine-tune, improve or develop any model, tool or service. Any such tool must be run within a properly secured enterprise environment, with appropriate contractual confidentiality protections, technical and organisational security measures, and access controls, and your use of it must comply with all applicable law and regulation on AI, data protection and information security. Even where you can use a tool under this clause, you should never use AI outputs built from our content to develop a competing product.

14. Use of aggregated and anonymised data

14.1 We can create, use and share aggregated or anonymised data derived from your use of our services — for example, to improve our products, develop new products and services, produce benchmarking, industry insights and research, and to license, provide or otherwise make that data or those insights available to third parties — provided that data doesn’t identify you, your patients, or any other individual, whether on its own or combined with other information reasonably available to us or to those third parties. This is separate from, and doesn’t affect, our promise in our Product-Specific Terms that we don’t use your data to train AI models — that promise is about the data you put directly into our AI-enabled features; this clause is about data that’s already been fully anonymised and aggregated across many customers, so it can’t be traced back to you or any individual. This doesn’t affect our Data Processing Agreement, which continues to govern how we handle personal data within your data.

14.2 To enable this, you grant us a non-exclusive, worldwide, royalty-free, perpetual and irrevocable licence to use, modify, adapt and create derivative works from your data, to the extent reasonably necessary to create the aggregated or anonymised data described above, and to host, use, share, licence, sublicense and otherwise commercially exploit that resulting aggregated or anonymised data on any terms, for as long as it remains genuinely aggregated or anonymised in line with this clause. This licence doesn’t extend to your data itself outside that anonymisation process.

15. Liability

15.1 This clause sets out the full extent of our liability to you under or in connection with this contract, however arising — regardless of whether that liability arises under this contract itself, in tort (including negligence and negligent misstatement), for misrepresentation (other than fraudulent misrepresentation), in restitution, or otherwise.

15.2 Our liability to you is capped at 100% of the fees you’ve paid in the 12 months before a claim (or series of connected claims) arises. Nothing in this contract limits liability for death or personal injury caused by negligence, or anything else that can’t be limited by law.

15.3 We warrant that we’ll provide your subscribed services in a manner consistent with generally accepted industry standards, and that we won’t knowingly introduce any viruses or other malicious code into our hosted services. If we breach this warranty, we’ll use commercially reasonable endeavours to correct the problem within a reasonable time of you telling us about it in writing; if we can’t correct it within 60 days, either of us can end the affected part of your subscription on written notice, and we’ll refund any fees you’ve prepaid for the period after that. This is your only remedy, and our only liability, for a breach of this warranty.

15.4 We won’t have any obligation or liability under this warranty to the extent the non-conformance is caused by: your combination of the hosted services with any hardware, software, systems or data we didn’t provide; modification of the subscribed services by anyone other than us, or modification by us in line with your own specifications or instructions; or your use of the subscribed services outside the scope of this contract.

15.5 We make no representation or warranty that any content, output or information we provide as part of our services is error-free, accurate, current, or suitable for your particular use or jurisdiction, and none of it is a substitute for professional advice. It doesn’t amount to legal, clinical or regulatory advice, and you’re responsible for verifying it and for your own compliance with your professional obligations and any law that applies to you. If you’re a healthcare provider, responsibility for clinical, professional or business decisions — including any decision made in reliance on our services or any content, output or advice we provide — stays with you, and we’re not liable for the outcome. Our services and content should never be treated as a substitute for the advice of a lawyer or other suitably qualified professional, or for the clinical judgement of a qualified physician or other medical professional. Take advice from a suitably qualified professional before making a clinical, legal or otherwise material decision, rather than relying on our services or content alone, and keep adequate insurance for your business.

15.6 Where a claim arises under a statement of work, our liability under that statement of work is instead capped as set out in the clause about ‘Statements of work — liability’, rather than under this clause.

15.7 We’re not liable to you for any loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, loss of reputation, wasted expenditure, or damage to physical property, or for any indirect or consequential loss, even if that loss was foreseeable — except that this doesn’t limit liability for death or personal injury caused by negligence, fraud, or anything else that can’t be limited by law.

15.8 Except as expressly stated in this contract, we exclude all warranties, conditions and other terms implied by statute, common law, custom, trade usage or otherwise, including as to satisfactory quality or fitness for purpose, to the fullest extent the law allows.

15.9 We’re also not liable for any failure to provide the services to the extent it results from your failure to comply with your responsibilities under the clause about ‘Your responsibilities’, from errors or problems in your own systems, connectivity or data, or from us exercising our suspension rights under the clause about ‘Suspension’.

15.10 We’re not liable for any third-party products, services or integrations you choose to use alongside our services, even where we’ve referred you to them or they interoperate with our services.

16. Statements of work — liability

Our liability to you under a statement of work is capped separately from the clause about ‘Liability’ above — it’s limited instead to the fees paid under that statement of work, for the claim or series of connected claims arising under it. Everything else in the clause about ‘Liability’ about what can and can’t be limited by law applies equally here.

17. Intellectual property indemnity

We’ll indemnify you against costs and expenses (including reasonable legal fees) you incur as a result of or in connection with a claim, brought by a third party not affiliated with you, that your permitted use of our hosted services infringes that third party’s UK patent, registered trade mark or copyright, provided you tell us promptly, in writing, give us sole control of the defence and settlement, and give us reasonable help (at our expense). It doesn’t apply where the claim arises from your own modifications, your combination of the services with something we didn’t provide, or your use of the services outside this contract. If a claim happens, or we think one is likely, we can choose, at our discretion and in any order, to modify or replace the services so they’re no longer infringing, obtain a licence for you to keep using them, or end the affected part of your subscription with a pro-rated refund. This clause is your only remedy, and our only liability, for this type of claim.

This indemnity doesn’t cover AI output — see our Product-Specific Terms for the position on AI-generated content.

18. Time limit for bringing a claim

You can’t bring a claim relating to this contract more than 12 months after the event giving rise to it, except for a claim about a breach of intellectual property or confidentiality obligations. This doesn’t limit the time we have to bring a claim — including for non-payment — which is governed by the ordinary statutory limitation period.

19. Suspension

19.1 We can suspend your, or any of your authorised users’, access to all or part of your subscribed services immediately and without notice if we reasonably believe: you or an authorised user has breached this contract or our Acceptable Use Policy, including by not paying fees when due; your continued use has the prospect of damaging or degrading, or has damaged or degraded, your subscribed services or their performance; your use of your subscribed services poses a security risk to us, to other customers, or to those services generally; or your use of your subscribed services is, or we reasonably suspect it to be, unlawful. We’ll tell you as soon as reasonably practicable after suspending access, and restore it once the issue is resolved. Suspending your access under this clause doesn’t affect your obligation to pay fees, and is separate from — and doesn’t require us to also exercise — our right to terminate for material breach under the clause about ‘Ending this contract for cause’.

19.2 If we reasonably believe any of your data breaches our Acceptable Use Policy or this contract, we can remove or disable access to it, and, where we’re legally required or permitted to, disclose it to law enforcement — in each case without needing to consult you first, though we’ll tell you afterwards where reasonably practicable.

19.3 If we suspend your access for non-payment, we can charge a reasonable reactivation fee before restoring it, in addition to the overdue amount itself.

20. Compliance with laws, anti-bribery and modern slavery

20.1 Each of us will comply with the laws that apply to it in connection with this contract. This doesn’t make either of us responsible for the other’s compliance with laws or regulations specific to the other’s own business or profession.

20.2 Each of us warrants that we haven’t committed, and won’t commit, any offence under the Bribery Act 2010 in connection with this contract, and that we have adequate procedures in place to prevent people associated with us from doing so. We also each warrant that we comply with the Modern Slavery Act 2015, including by publishing an annual modern slavery statement where required by law.

21. Group companies and multi-practice arrangements

21.1 If you subscribe on behalf of a group, or other practices or entities are added to your subscription under a group or multi-practice arrangement, you must ensure each of them complies with this contract as if they were you, and you remain responsible for their compliance. If a practice or entity uses the services in connection with your subscription, it’s automatically treated as part of your subscription from the point that use starts, whether or not you’ve told us about it, and fees apply to it accordingly. Where your fees are calculated by reference to the number of practices or entities included, you must tell us immediately, in writing, if that number changes, and we can charge for any practice or entity we identify as included but not yet accounted for in your fees. See the clause about ‘Fees, payment and price changes’ for how we check and true up your fees more generally.

Each of those practices or entities also becomes a party to this contract in its own right, on the same terms as you, for as long as it remains part of your subscription — so we can enforce this contract directly against it, just as we can against you. This is in addition to, not instead of, your own responsibility for its compliance under the paragraph above.

21.2 You can also ask us to add a practice or entity to your subscription in advance, by telling us in writing. Once we confirm the addition, we’ll charge the applicable per-practice or per-entity fee under your contract from the date of addition, whether or not that practice or entity has started using the services yet. The resulting fee increase applies for the rest of your subscription — you can’t revoke it or ask for a refund of it before your subscription next renews, even if that practice or entity stops using the services in the meantime.

21.3 You can’t remove a practice or entity from your subscription without our consent, including if it’s sold, closes, or otherwise stops being part of your organisation — until we agree to the removal, it remains part of your subscription and you keep paying for it.

22. Assignment and subcontracting

22.1 Neither of us can transfer this contract to someone else without the other’s consent. By entering into this contract, though, you agree in advance that we can assign, novate or otherwise transfer this contract — including both our rights and our obligations under it — within our own group of companies, or to a purchaser of all or substantially all of the business or assets to which this contract relates, in either case on at least 7 days’ notice. Your agreement to this clause is your consent to that transfer, and you’ll sign anything reasonably necessary to formally document it if we ask you to, at your own cost.

22.2 We can use subcontractors to help us deliver the services, and change who we use as a subcontractor, in each case without needing to tell you first — but where a subcontractor also acts as a sub-processor of personal data, the notice and objection rights in our Data Processing Agreement apply in addition to this clause.

23. Notices

23.1 We’ll send you formal notices about this contract — for example, notice of termination, of a breach, or of a claim — to the notices contact named on your order form, or, if none is named or you signed up online, to the email address you gave us as part of your sign-up.

23.2 You should send us formal notices about this contract in writing to [email protected], copying your usual Agilio contact. A notice you send isn’t treated as validly given until we’ve confirmed we’ve received it.

23.3 You can change your notices contact at any time by emailing [email protected] — telling your account manager, support, or anyone else at Agilio doesn’t update it. The change takes effect once we’ve confirmed it in writing.

23.4 If we send a notice to the contact or address we hold for you at the time, it’s validly given even if that contact has since left or the address is no longer current, provided you haven’t told us of a change in the way described above.

23.5 This clause doesn’t apply to routine service communications, or to updates to this contract, which are given as described in the clause about ‘Other important terms’ below.

23.6 A complaint you raise under our Complaints Policy is separate from a formal notice under this clause — see that policy for how the two relate to each other.

24. Force majeure

We’re not in breach of this contract, or liable for any delay or failure to perform it, to the extent the delay or failure results from circumstances beyond our reasonable control. We’ll tell you if this happens. If the circumstances continue for more than 60 days, either of us can end the affected part of this contract by giving written notice to the other.

25. Resolving disputes

If a dispute comes up between us — including one that doesn’t arise under this contract itself, such as a claim in negligence — we’ll first try to resolve it through discussion between senior people on both sides. If that doesn’t work within 40 days, we’ll try Alternative Dispute Resolution (ADR) — for example, mediation through CEDR or a similar provider. If that doesn’t resolve it either, either of us can take the matter to the courts, as set out in the clause about ‘Governing law and jurisdiction’. Either of us can go straight to court, without these steps, over unpaid invoices, a breach of the clause about ‘Using AI tools with our confidential information’, or anything involving intellectual property, confidential information, or otherwise needing urgent injunctive relief.

26. Governing law and jurisdiction

26.1 This contract, and any dispute arising from it — including a dispute that doesn’t arise under the contract itself, such as a claim in negligence — is governed by the law of England and Wales, wherever the Agilio Group company you’re contracting with is incorporated, and each of us submits to the exclusive jurisdiction of the courts of England and Wales.

26.2 Depending on which Agilio Group company you’re contracting with, or where you’re located, additional jurisdiction-specific terms may apply to you — see our Jurisdiction-Specific Terms. Where a section of that page applies to you, it forms part of this contract, and takes priority over this clause, and any other conflicting provision of your contract, to the extent it varies them.

27. Other important terms

27.1 You give us permission to include your name and logo in our customer list and marketing materials. You can withdraw that permission at any time by emailing [email protected].

27.2 This contract doesn’t give anyone who isn’t a party to it any right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise — except that any other Agilio Group company can enforce a term expressed to benefit it (for example, the clause about ‘Confidentiality’).

27.3 This contract is the entire agreement between us about its subject matter, and replaces anything discussed or agreed before it. Each of us confirms we’re entering into it without relying on, and having no remedy in respect of, any representation, warranty or undertaking of any kind made by or on behalf of the other before this contract was entered into, other than as expressly set out in this contract — except that nothing in this clause excludes or limits either of our liability for fraud or fraudulent misrepresentation.

27.4 If any part of this contract turns out to be invalid, illegal or unenforceable, the rest of it continues to apply, and we’ll treat the affected part as changed to the minimum extent needed to make it valid, legal and enforceable — or, if that’s not possible, treat it as removed.

27.5 If either of us doesn’t enforce a right under this contract, or is slow to do so, that doesn’t mean we’ve given up that right or any other right, and doesn’t stop us relying on it later.

27.6 We can notify you of an update to this contract in whatever way we reasonably think will reach you — for example, a notice within the services, or an email to the account contact on file. You’re responsible for keeping your account details up to date.

27.7 If we update this contract in a way that materially affects you, you can object by telling us in writing within 30 days of the update. If you object, your contract continues on the previous terms until your next renewal date — unless we can no longer reasonably keep providing the services to you on those previous terms (for example, because the update is required by law, or reflects a change we’re making to our services generally), in which case we can end the affected part of your contract on notice to you, and we’ll promptly refund any fees you’ve prepaid for the period after that.

27.8 Each of us confirms we have full power and authority to enter into this contract. You confirm that you’re entering into this contract wholly or mainly for the purposes of your trade, business, craft or profession, and not as a consumer, and, if you’re entering into it as an individual rather than through an organisation, that you’re 18 or over. If you’re subscribing on behalf of other practices or entities under the clause about ‘Group companies and multi-practice arrangements’, you confirm you’re authorised to bind them to this contract too.

27.9 No variation of this contract is effective unless it’s in writing and signed by both of us — except for our own updates to this contract under this clause, or a tier or product change made under our Product-Specific Terms, each of which takes effect in the way described in the relevant clause.

28. A few terms we use, and how to read them

28.1 The following defined terms are used throughout this contract:

      • Agilio Group means Agilio Software Bidco Limited, each of its holding companies from time to time, and each subsidiary of Agilio Software Bidco Limited or of any of those holding companies, from time to time (using “subsidiary” and “holding company” in the sense given by section 1159 of the Companies Act 2006) — including the particular Agilio Group company you’re contracting with for a product; see your order form or sign-up confirmation.
      • AI output means the output described in our Product-Specific Terms.
      • Authorised users mean the individuals you register to access and use our services under this contract — your own employees, workers or contractors, or, where you subscribe on behalf of a group under the clause about ‘Group companies and multi-practice arrangements’, those of a practice or entity properly included in your subscription. You can’t register anyone else as an authorised user.
      • Hosted services mean the online software platform forming part of your subscribed services — it doesn’t include any advisory, managed or support element of your subscribed services.
      • Our documentation means our help centre content, user guides, knowledge base articles and other similar supporting materials that we make generally available from time to time to describe how to use a particular product — it doesn’t include our marketing or sales materials.
      • Practice means a single geographic location from which you carry out your business — for example, a dental surgery, GP practice, veterinary practice or pharmacy.
      • Services mean everything we supply to you under this contract — your subscribed services and any statements of work agreed under the clause about ‘Additional services and statements of work’.
      • Subscribed services mean everything you access or receive on an ongoing basis for the term set out in your order form — whether delivered as our hosted services, as advisory, managed or support services, or as a combination of both — but not anything we provide under a statement of work, which the clause about ‘Additional services and statements of work’ already treats as its own separate contract.
      • Subscription means your ongoing right to receive your subscribed services for the term set out in your order form — it doesn’t include any statement of work, which has its own separate term.
      • This contract means, together, these General Terms, your order form (or, if you signed up directly through our website, your online sign-up confirmation), our Product-Specific Terms for the products you’ve subscribed to, our Acceptable Use Policy, our Jurisdiction-Specific Terms to the extent a section of them applies to you, and our Data Processing Agreement.
      • Your data mean the data described in the clause about ‘Your data, warranties and indemnity’.

28.2 References in this contract to "we," "us" or "Agilio" mean the specific Agilio Group company you’re contracting with for a product — see your order form or sign-up confirmation — and not the Agilio Group collectively. Nothing in this contract imposes any obligation on any Agilio Group company other than the one you’re contracting with. Your order form or sign-up confirmation names a single Agilio Group company as "us" for your whole subscription, even where it includes a product that another Agilio Group company ordinarily supplies. Where that's the case, the company named on your order form contracts with you for that product as agent for, and on behalf of, the Agilio Group company that actually supplies it (that company's "relevant provider"), under arrangements between us. Where a relevant provider supplies a product to you under this contract, it can enforce this contract, and rely on the protections in it (including the clause about "Liability"), directly against you for that product, to the same extent as if it were named as "us" on your order form — and a claim against a relevant provider is treated as a claim against "us" for the purposes of that clause, rather than as a separate claim with its own cap. The company named as "us" on your order form remains responsible for invoicing and collecting fees, and for giving and receiving notices under this contract, on behalf of itself and each relevant provider.

28.3 In this contract, "including" and similar words are illustrative rather than limiting — the specific examples listed after "including" don’t cut down the meaning of the general words that come before it; headings are for convenience only and don’t affect how this contract is interpreted; words importing one gender include the others; and the singular includes the plural, and vice versa.

28.4 A reference to a person includes an individual as well as a company or other organisation, whether or not it has separate legal personality; a reference to a company includes any company, corporation or other body corporate, wherever and however it’s incorporated or established.

28.5 This contract binds, and benefits, each of us and our respective successors and permitted assignees — a reference to either of us includes them.

28.6 A reference to a law or legislative provision means that law or provision as amended, extended or re-enacted from time to time, and includes anything made under it.

28.7 A reference to "writing" or "written" in this contract includes email.