Definitions
“Annual Licence Fee” means the fee payable by the Customer for the Software licences.
“Annual Start Date” means the annual start date specified in the Order Form.
“Clarity” means Clarity Informatics Limited, a company incorporated under the laws of England with company number 04133376 of Unit 18 Jessops Riverside, 800 Brightside Lane, Sheffield, England.
“Contract” means the Order Form, these Terms & Conditions and the Schedule.
“Contract Date” means the contract date specified in the Order Form.
“Data Protection Legislation” means the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and any related act or regulation in the UK, including statutory modification or re-enactment of it, and “Data Controller”, “Data Subject”, “Personal Data”, “Data Processor”, “Process”, and “Subprocessor” shall have the meaning specified in the Data Protection Legislation.
“Fees” means the fees and charges specified in the Order Form.
“Order Form” means the foregoing “Order Form”, which when completed and countersigned by the Customer incorporates these Terms & Conditions and constitutes the Contract.
“Use” means permit the number and type of Users (as specified in the Order Form) to use the functionality of the Software that corresponds to their User type for internal purposes only and in accordance with the terms of this Contract.
“Users” means the total number of named users set out in the Order Form. Each User is provided with a separate user account which is freely transferable to another User. Users must be employees of the Customer or individuals working on short term contracts for the Customer.
This contract
This Contract is formed (and becomes legally binding) when the completed Order Form is countersigned by the Customer.
LICENCE TO USE THE CONTENTS
1.1 We grant you, on the terms contained in this Agreement, a nonexclusive, non-transferable licence to use the information on this website (the “Contents”). This licence is revocable by us in accordance with clause 9.
1.2 You may search, view, copy and print extracts from the Contents for your own personal reference and for use in your capacity as a student or clinician.
1.3 You may not:
1.3.1 use or copy the Contents for any business-related purpose other than for use in your capacity as a student or clinician;
1.3.2 sell, transfer, sub-license, distribute, reproduce, modify, alter or create derivative works from the Contents; or
1.3.3 remove or alter any proprietary notices from or embedded within the Contents.
1.3.4 except for personal use, study or personal research, copyright content owned by Prodigy may not be used, reproduced, translated, distributed or transmitted in any form, in whole or in part, by any means, electronic, mechanical, photocopying, recording or other means, now known or hereafter invented, or used in any information or retrieval system, without the prior written agreement of Prodigy. Such an agreement may be subject to a licence and fee.
Warning: the doing of an unauthorised act in relation to a copyright work may result in both a claim for damages and a criminal prosecution.
1.4 The trademarks, graphics and logos used on or in connection with this website belong to us and/or our licensors. You are granted no rights to use such marks and any unauthorised use is strictly prohibited.
1.5 Intellectual property rights. You acknowledge that all rights in copyright, patents, design rights, trademarks and other intellectual property rights (whether registered, capable of registration or otherwise) throughout the world, (“IP Rights”) in our website (including in all content) are owned by Prodigy and/or our licensors.
1.6 Except for your use of the website in accordance with these Terms of Use, you are granted no IP Rights in respect of the websites or their content.
1.7 All trademarks, logos, titles, brand and product names (“the Trade Marks”) which are featured on the website are owned by Prodigy, or our licensors.
1.8 You may only use or refer to the Trade Marks which are included in those extracts from the website downloaded, copied or printed by you in accordance with these Terms of Use. Otherwise you must not offer or distribute any products or services under or by reference to the Trade Marks, or otherwise reproduce any of the Trade Marks without our express written consent.
LICENCE TO USE THE SOFTWARE
2.1 We grant you a non-exclusive, non-transferable licence on the terms contained in this Agreement to use the software provided by us which enables you to use the services available on this website (the “Software”). This licence is revocable by us in accordance with clause 9.
2.2 You may access and use the Software for your own personal purposes and in your capacity as a clinician.
2.3 You may not:
2.3.1 use the Software for any business-related purpose other than in your capacity as a clinician; or
2.3.2 use the Software to store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
YOUR OBLIGATIONS
3.1 You shall not:
3.1.1 copy, print out or otherwise reproduce any Contents except as permitted under this Agreement;
3.1.2 make any part of the Contents available to anyone;
3.1.3 alter any part of the Contents;
3.1.4 provide us with any confidential information in breach of any legal or professional duties;
3.1.5 contribute any Contents through any interacting service which contains another individual’s personal data.
3.2 You shall take all reasonable steps to ensure that no one else has access to any username or password applicable to your use of the website.
3.3 You acknowledge and agree that we and our licensors own all intellectual property rights in the Contents and the Software and, except as expressly stated in this Agreement, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Contents or Software.
3.4 You are solely responsible for the appropriate use of the Contents and Software and for any provision by you of any professional advice.
3.5 You recognise and accept that in our Contents we are not providing any professional advice or guidance (such as may be given by a health adviser or practitioner).
3.6 You are responsible for configuring your information technology, computer programs and platform to access the Contents and Software.
3.7 You shall not create a hypertext link to this website:
3.7.1 for a purpose that is unfair or unlawful;
3.7.2 which damages our reputation or takes advantage of it;
3.7.3 which suggests any form of association with, or approval or endorsement by us where none exists.
INTERACTIVE SERVICES
4.1 We may from time to time provide interactive services on this website.
4.2 We are under no obligation to oversee, monitor or moderate any of the interactive services on this website, and we expressly exclude our liability for any loss or damage arising from your use of such service, whether the service is moderated or not. We reserve the right to delete, take-down or suspend access to any content transmitted to or published via the interactive services at any time.
4.3 When using the interactive services, you may not use a false email address, impersonate any other person or entity or mislead us or other users as to the origin of any electronic communications or content.
4.4 All material which you contribute to the website through the interactive services must be accurate (where they state facts) or genuinely held (where they state opinions).
4.5 You acknowledge and agree that any material you contribute to the website will be secure or free from interception from third parties.
4.6 We will endeavour to remove any content available through the interactive services which causes or is likely to cause offence as soon as reasonably practical after we have been made aware of this.
4.7 You warrant that no material which you contribute to the website will infringe any third party intellectual property rights and you will indemnify us against any losses, costs or expenses we may incur because of any claim resulting from such infringement.
4.8 Links. The website contain links to websites which are not under our control. These links are provided for your convenience only. We are not responsible for the availability or content of such other websites, nor for any products or services available from them. Any such link should not be an endorsement by us of such websites, or any of the products or services contained on them. Links are made to or from the website at your own risk.
4.9 You should be aware that your use of such other websites may be subject to additional terms and conditions imposed by the owners of those websites. Your dealings with such third parties are between you and the third party, and we accept no liability because of you accessing such websites or entering into contractual arrangements with the operator in question.
DISCLAIMER
5.1 We give you no warranty or assurance and all implied warranties and conditions are excluded to the maximum extent permitted by law.
5.2 The Contents are provided for information and guidance only and are not intended to replace proper consultation, advice or treatment from appropriately qualified health professionals. If an individual is concerned about health treatment or diagnosis, he or she must refer to an appropriately qualified health adviser or practitioner.
5.3 The Contents are not intended to give definitive or complete information on any matter.
5.4 The Contents include archived information which may be incorrect or out of date.
5.5 We do not accept any responsibility for action taken because of the Contents or Software. You should take specific professional advice in every case. The Contents are general and educational in nature, may not reflect all recent medical developments and may not apply to the specific circumstances of every case.
5.6 This website may contain links to third party websites. These links are provided for convenience only and, fully permitted by law, we do not accept any responsibility for such websites, nor for any materials or information available on those sites.
PAYMENT
6.1 The content of this website will only be available to you if you are a subscriber to such service, subject to payment of the fee specified on this website (the “Subscription Fee”).
6.2 The Customer shall pay the Subscription Fee in advance with effect from the Start Date and for the duration of this Contract.
6.3 Clarity shall be entitled to submit an invoice for the Fees when they become payable and the Customer must pay Clarity’s invoices no later than 30 days after receipt.
6.4 All fees payable by the Customer to Clarity under this Contract are payable in Pounds Sterling and are exclusive of any tax, levy or similar governmental charge, including value added or sales tax, that may be assessed by any jurisdiction, except for income, net worth or franchise taxes on Clarity.
6.5 In addition to the Fees, customers based outside of the European Union, and not subject to Value Added Tax (“VAT”), shall be liable to pay any local equivalent of VAT arising out of the Contract. Any such local sales tax(es) shall be payable by the Client to the local tax authorities, and in such circumstances the Fees payable to us under this Contract shall be construed as the Fees after the application and payment of any sales or withholding taxes deducted in accordance with local law. You will reimburse us any costs, legal fees, or fines arising as a result of any delay or failure to pay local sales tax(es) to the local tax authorities.
6.6 All Fees shall increase on each yearly anniversary of the Start Date by an amount, as notified by Clarity, that does not exceed the rate of change in the Retail Price Index (for all items) as published by the UK Office for National Statistics plus two per cent, measured between the date of review and the last review date (or in the event of the first review date, the Annual Start Date), provided that no Fee increase shall take place in respect of any prepaid period (for example, if the Customer agrees a five year Minimum Term and agrees to pay the first three Annual Fees on the first Annual Start Date, no Fee increase shall take place over this three year period).
6.7 If any sum payable under this Contract is not paid within 30 days after the due date, then (without prejudice to Clarity’s other rights and remedies) Clarity reserves the right to charge interest on that sum on a daily compounded basis at the annual rate of 10% measured from the due date to the date of payment.
6.8 Student subscription fees:
6.8.1 the student subscription fee is a discounted rate payable by full-time students (“Student Subscription Fee”);
6.8.2 proof of student status, such as a valid NUS number or other qualifying form of student identification that is to the sole satisfaction of Clarity, must be provided in the Order Form;
6.8.3 individuals who attempt to pay the Student Subscription Fee who cannot provide proof of status, as defined in Clause 6.8.2, will have their access revoked and be pursued for the full payment owing.
6.8.4 the full payment owing will be calculated as the difference between the full priced Subscription Fee and the Student Subscription Fee for the duration of the contract term as defined in the Order Form.
LIABILITY
7.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
7.1.1 any breach of this Agreement;
7.1.2 any use made by you of the Contents and/or Software; and
7.1.3 any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
7.2 You assume sole responsibility for results obtained from the use of the Software and the Contents by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you in connection with the Software or Contents.
7.3 All warranties, conditions and other terms implied by statute or common law are, the fullest extent permitted by law, excluded from this Agreement.
7.4 Nothing in this Agreement excludes our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
7.5 We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss.
7.6 We shall not be liable for any special, indirect or consequential loss costs, damages, charges or expenses however arising.
VARIATIONS
8.1 We may revise this Agreement at any time by amending this section of this website. You are expected to check this page from time to time to take notice of any changes we have made, as they are binding on you.
TERMINATION
9.1 This Agreement will terminate if you or we are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach. If we are in material breach because of circumstances within our control, you will be entitled to pro-rata return of any Subscription Fee.
9.2 On termination of this Agreement for any reason:
9.2.1 all licences granted under this Agreement shall immediately terminate;
9.2.2 we may destroy or otherwise dispose of any of the data you have uploaded to us; and
9.2.3 termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
DATA PROTECTION
10.1 Clarity’s Data Privacy Policy (available from www.clarity.co.uk) sets out the subject matter, duration, nature and purpose of the processing by Clarity, as well as the types and categories of Personal Data and the obligations and rights of each Controller Beneficiary. It also explains the role of Clarity as either a Data Controller or Data Processor under this Contract and its corresponding responsibilities. Where the Customer is taking out a personal subscription under this Contract, the Customer acknowledges that Clarity shall be the Data Controller. The Customer acknowledges that Clarity has, in accordance with its obligations as a Data Controller, provided the Customer with an opportunity to access and read Clarity’s Data Privacy Policy in advance of entering into the Contract and that, by signing this Contract, they are thereby confirming that they have done so. Where the Customer is an organisation, the Customer acknowledges that Clarity will be acting as a Data Processor and that it is the responsibility of the Customer to ensure that it fully complies with its obligations as Data Controller at all times during the term of the Contract.
10.2 Where Clarity is acting as a Data Processor, Clarity hereby commits to the Customer that it shall use its reasonable endeavours in respect of such Personal Data to: (a) process that Personal Data only on the instructions of the Customer unless Clarity is required by law to otherwise process that Personal Data (where the Clarity is relying on law as the basis for processing Personal Data, Clarity shall promptly notify the Customer of this before performing the processing required by the law unless those laws prohibit Clarity from notifying the Customer); (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected, having regard to the state of technological development and the cost of implementing any measures; (c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; (d) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the Customer has provided appropriate safeguards in relation to the transfer; (e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach, notifications, impact assessments and consultations with supervisory authorities or regulators; (f) notify the Customer without undue delay on becoming aware of a Personal Data breach; (g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by law to store the Personal Data; (h) maintain complete and accurate records and information to demonstrate its compliance with this Clause 10.2 and allow for and contribute to audits, including inspections, conducted by the Customer or other auditor mandated by the Client, at the Customer’s cost, and to the extent reasonably permitted by Clarity; and (i) (without hereby assuming the primary liability of the Customer for the lawfulness of the same) immediately inform the Client if, in its opinion, an instruction infringes any laws.
SUBCONTRACTING
11.1 The Customer agrees that Clarity shall be entitled to subcontract all or any of its obligations under this Contract as it so chooses, including to any processor or “Subprocessor” provided that Clarity remains primarily liable for the same. Where Clarity is acting as a Data Processor under this Contract, Clarity agrees that it shall ensure that obligations which are equivalent to those set in Clause 10.2 are included in any subcontract with a Subprocessor. Clarity appoints to Process Customer Personal Data (and confirms that it has undertaken appropriate due diligence in respect of such appointment, and the Subprocessing of personal data is in compliance with the Data Protection Legislation): (i) Zoho Corporation (a US corporation) to manage subscriptions, process annual payments, and provide CRM; and (ii) Stripe Payments Europe Limited (a UK company) as a payment processor (in respect of subscriptions paid for using debit and credit cards).
GENERAL PROVISIONS
12.1 If any provisions (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
12.2 Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
12.3 These terms, together with our privacy policy, set out the whole of our agreement relating to your access to and use of this website, the Contents and the Software.
Last updated 18th February 2021