SUBSCRIPTION AGREEMENT - TERMS OF SERVICE
ACCEPTANCE OF THE TERMS
BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING ANORDER FORM THAT REFERENCES THIS AGREEMENT;OR,FOR FREE SERVICES, BY USING SUCH SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU"OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCHAUTHORITY, OR IF YOU DO NOT AGREE WITHTHESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the Terms, do not use any of our Services. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the Terms.
“Order Form” means an ordering document or online order specifying the Services to be provided here under that is entered into between You and Us or any of Our Affiliates, including any add end a and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from Free Services or those provided pursuant to a free trial.
“Services” means the products and services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial, and made available online by Us, including associated ClinicSoftware.com offline or mobile components. “Services” exclude Content and ClinicSoftware.com Applications.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, We at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means the ClinicSoftware.com company described in Section 13 (Whom You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have entered into Order Forms.
DESCRIPTION OF SERVICE
We provide an array of services for online collaboration and management including software, online booking platform, paperless forms, marketing tool, database application creator, email client, chat client, note, management, customer relationship management application and project management application ("Service" or "Services"). As a Business customer, you may only use the Services for business use or for internal business purpose in the organization that you represent. As a Consumer, you may only use the Services for your personal use, whereas use of the Services for business purposes under these Terms is explicitly prohibited. You may connect to the Services using the software for windows or iMac we have provided or an Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You are responsible for populating your software with your customers details and use the software and described in the user guide and knowledge base area.
SERVICE ACCESS & TECHNICAL SUPPORT
Whilst the Company endeavours to ensure that the Website and Service is normally available 9:00AM to 6:00PM every day, or 24 hours for urgently requirements,the Company shall not be liable if for any reason the Website or Service is unavailable at any time or for any period.
Access to the Website, Software and the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company's control.
The Company will provide technical support to then current paying subscribers to the Service by email only. Technical support will only be provided for bugs or errors in the Service that are reproducible by the Company. You agree to provide the Company with full and accurate details of all bugs and errors in the Service requested by the Company.
You acknowledge that the Company provides no warranty that all or any bugs or errors in the Service will be corrected.
REGISTRATION & PAYMENT
Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. You may provide Invitees with access to your account by inviting them to register as a user of your account. The Company does not permit you to share your user name and password with any other person nor with multiple users on a network.
Responsibility for the security of any usernames and passwords issued (including those of any Invitees) rests with you.
For paying accounts, you agree to provide us with a valid credit card number and authorise us to deduct from such card payment of the then current monthly fees or direct debit. The fees are agreed in the invoice and we may vary these from time to time: please see our support department for the rates in force for the current month. The credit card must be registered in either your name or that of your organization. Credit card payments are subject to validation and authorisation checks of the card issuer.
For paying accounts the Service is billed monthly in advance on or around the 30th day after your account was created. Payments are non-refundable, and no refunds or credits will be given for any partial use within any month.
If you sign up for a fee paying account on a 14-day trial and do not cancel that account within 14 days, you will be billed monthly for your ongoing use of the Service on the 14th day following the date on which you initially signed up for your account. If you cancel your account (by using the ‘Cancellation’ link in ‘Your Account’) within the first 14 days then you will not be charged.
If you upgrade from a free account to a fee paying account there is no trial period. You will be charged for your first month immediately following any such upgrade.
Please note that if you downgrade your Service then you may lose content, features or capacity. We do not accept any liability
All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your use of the Service and shall be the responsibility of, and payable by, you.
We reserve the right to suspend access to your account if you fail to provide valid credit card details that enable us to charge the full amount of any outstanding fees and charges due or you fail to pay us any sums owed for the Service for any reason. We will provide prior notice of our intention to suspend your account by email to your registered email address. If, within 7 days of suspending your account, the amount of any outstanding fees and charges is not paid to us in full, your account will be cancelled.
Delivery of the Services takes place in accordance with the information as presented on the Website and in accordance with any notifications as may be sent to you by ClinicSoftware.com from time to time.
MODIFICATION OF TERMS OF SERVICE
We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least thirty (30) days advance notice of the changes by email to your primary email address.
USER SUBSCRIPTION OBLIGATIONS
You need to sign up for a user account by providing all required information in order to access or use the Services. We recommend that Business customers, and all other users from Business customer’s organization, sign up for user accounts by providing their corporate contact information. In particular, we recommend Business customers to use their corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, out-dated, or incomplete, or if ClinicSoftware.com has reasonable grounds to suspect that such information is untrue, inaccurate, out-dated, or incomplete, ClinicSoftware.com may terminate your user account and refuse current or future use of any or all of the Services.
ORGANIZATION ACCOUNTS AND ADMINISTRATORS - FOR BUSINESSES
As you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.
You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with these Terms. You understand that ClinicSoftware.com is not responsible for account administration and internal management of the Services for you.
DATA PROTECTION AND DATA PROCESSING ADDENDUM
Our company is registered and comply with Data Protection Act.
You guarantee that all information you provide to CliniSoftware.com in relation to the Services is gathered and provided to CliniSoftware.com in compliance with applicable laws, including applicable data protection laws.
CliniSoftware.com shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data as provided in the Data Protection Act Link. We agree not to (a) modify your data, (b) disclose your data except as compelled by law in accordance or as expressly permitted in writing by you, or (c) access your data except to provide the Services or prevent or address service or technical problems, or at your request in connection with a support request by you and mentioned in the Data Protection Act Link.
FEES AND PAYMENTS
The Services are available under subscription plans of various durations. Payments for subscription plans of duration of less than a year can be made only by Credit Card or Direct Debit. Your subscription will be automatically renewed at the end of each subscription period unless you upgrade your paid subscription plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you, or via Direct Debit or sent an email with the invoice for direct BACS transfer. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. If you do not wish to renew the subscription, you must inform us at least 30 days prior to the renewal date. If you have not upgraded or downgraded to a different plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized ClinicSoftware.com to charge the subscription fee to the Credit Card last used by you.
From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your monthly then current billing cycle or specified in writing in the email. You will not be charged for using any Free Service (Trial / Demo) unless you have opted for a paid subscription plan.
RESTRICTIONS ON USE
In addition to all other terms and conditions of these Terms, you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of ClinicSoftware.com; (vii) violate any applicable local, state, national or international law; or (viii) create a false identity to mislead any person as to the identity or origin of any communication.
SPAMMING AND ILLEGAL ACTIVITIES
You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.
INACTIVE USER ACCOUNTS POLICY
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 60 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant ClinicSoftware.com the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for ClinicSoftware.com commercial, marketing or any similar purpose. But you do grant ClinicSoftware.com permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
ClinicSoftware.com, ClinicSoftware, ClinicSoftware .com logo, the names of individual Services and their logos are trademarks of ClinicSoftware.com and/or its affiliates. You agree not to display or use, in any manner, these ClinicSoftware.com trademarks without ClinicSoftware.com prior permission thereto.
EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control (a “Force Majeure Event”).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of public or private telecommunications networks;
(e) the acts, decrees, legislation, regulations or restrictions of any government.
Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. ClinicSoftware.com EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ClinicSoftware.com MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM CLINICSOFTWARE.COM, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ClinicSoftware.com SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF CLINICSOFTWARE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ClinicSoftware.com ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
The Company, any other party (whether or not involved in creating, producing, maintaining or delivering the Software, Website or Service), and any of the Company's officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Software, Website or Service in any way or in connection with the use, inability to use or the results of use of the Website or Service, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or Service or your downloading of any material from the Website, the Service or any websites linked to the Website or Service.
EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF ONE HUNDRED GBP POUNDS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED GBP POUNDS.
Unless otherwise specified on your Order Form, the contract term is one year.
These Terms and any document expressly referred to in it represents the entire agreement between us in relation to the use of the Website and the provision of the Services and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into these Terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into these Terms except as expressly stated herein.
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into these Terms (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Terms.
GOVERNING LAW AND JURISDICTION
This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English Courts.
HOW TO CONTACT US
For more information about ClinicSoftware.com’s information practices, please view the Company’s full Terms of Service. Questions regarding ClinicSoftware.com’s information practices should be directed here https://clinicsoftware.com/more/find-us or by mail:
ClinicSoftware.com’s core values are honesty, integrity and respect for businesses and people. The ClinicSoftware.com General Business Principles, Code of Conduct, and Code of Ethics help everyone at ClinicSoftware.com act in line with these values and comply with relevant laws and regulations. Who we are: People who demonstrate integrity, respect, and teaming. People with energy, enthusiasm, and the courage to lead. People who build relationships based on doing the right thing. Our values define who we are. They are the fundamental beliefs of our organization. They guide our actions and behaviour. They influence the way we work with each other – and the way we serve our clients and engage with our business partners.