End User Licence Agreement

NOTIFICATION: PERMISSION TO USE THIS SOFTWARE SOLUTION ("SOFTWARE") IS CONDITIONAL UPON YOU AS THE CUSTOMER AND LICENSEE ("YOU"), AGREEING TO THE TERMS SET OUT BELOW ("THIS AGREEMENT").

For the purposes of this Agreement, the licensor (being TailorMade Information Technology Solutions Limited) may be referred to as "we", “us” and “our” within these terms. This agreement refers to the online service/software referred to as “Smart Imms Clinic” (www.smartimms.com, smartimms.co.uk, smartimms.uk)

1.      Introduction

Your use of the Smart Imms Clinic, and the licenses granted herein, are expressly conditioned upon your acceptance of these Terms of Use and the following additional terms and conditions and policies, which are hereby incorporated by reference (collectively, the “Agreement”):

• Website “Terms of Use” associated with TailorMade Information Technology Solutions Limited:
• Privacy Policy
• Cookie Policy
• Copyright Policy

If you register on behalf of a company, you represent to us that you have the authority to bind that business and that your acceptance of this Agreement will be treated as acceptance by that company.

1.1.  Changes and Modifications

Smart Imms Clinic may change or amend these terms. If we make material changes, we will notify you, either through the user interface, in an email notification, or through other reasonable means. Your use of the Service after the date such change(s) become effective will constitute consent to the changed terms. If you do not agree to the changes, you must immediately stop using the Service. Otherwise the new terms will apply to you.

As long as you comply with this Agreement, TailorMade Information Technology Solutions Limited grants you a limited, revocable, non-exclusive, non-assignable, non-sublicensable right to access and use the Service as it is intended to be used and in accordance with this Agreement and applicable law. We grant you no other rights, implied or otherwise.

1.2.  Links to Other Sites

The Service may contain links to or allow you to interact with and make use of other independent third-party websites, products or services (“Third-Party Sites, Products and Services”). Access to Third-Party Sites, Products and Services is provided solely as a convenience to our visitors. Such Third-Party Sites, Products and Services are not under Smart Imms Clinic’s control and Smart Imms Clinic does not necessarily endorse the content, advertising, products, services or other materials on or available from such Third-Party Sites, Products and Services. Your use of any Third-Party Sites, Products and Services may be subject to the third-party provider’s terms and conditions and privacy policy and may involve the disclosure or transfer of information from or about you to the third-party provider. You will need to make your own independent judgment regarding your use of and interaction with any Third-Party Sites, Products and Services. You acknowledge and agree that Smart Imms Clinic is not responsible for the availability of any Third-Party Sites, Products and Services and that Smart Imms Clinic shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with you use of or interaction with any Third-Party Sites, Products and Services.

2.  Description of Service

Smart Imms Clinic combines creative thinking and technological expertise to allow you to seamlessly manage, display, share and record patient related clinical information online that may then be transferred into your own primary clinical software solution.

3.  Conditions of Use and User Conduct

As a condition of use, and the licenses granted to you herein, you agree to the following:

3.1.   Certain components of the Service permit or require you to open an account (including setting up a password). You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account or password, or any other breach of security. If your account is a single user account, you must not knowingly allow others to use your account or password.

3.2.   You must not use the Service to harass, threaten, impersonate, or intimidate anyone.

3.3.   You must not upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.

3.4.   You must not upload, post, email, transmit, publicly perform, or otherwise make available any content that violates the copyright, trademark, publicity, privacy, or other rights of third parties. You must comply with all intellectual property and other laws applicable to your use of the Service.

3.5.   You must not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.

3.6.   You must not transmit any worms or viruses or any code of a destructive nature.

3.7.   You must not violate any laws applicable to your use of the Service (including but not limited to intellectual property laws).

3.8.   You must not use the Service for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content.

3.9.   You must not use the Service, or any presentation produced on or using the Service, to falsely suggest an affiliation, sponsorship, or endorsement on the part of Smart Imms Clinic for the topic and/or creator of the presentation.

3.10.  You must not share use of your account with any other person.

4.  Age Restrictions on Use of the Service

Users must be 13 years of age or older to use the Service. By using the Service you represent that you are 13 or older, and that you will not permit a minor under the age of 13 to use the Service, your Smart Imms Clinic account, or otherwise interact with the Service. Smart Imms Clinic will never knowingly solicit or accept personally identifiable information or other content from a user or visitor who Smart Imms Clinic knows is under 13 years of age. If Smart Imms Clinic discovers that a user under 13 years of age has created an account, or that a user or visitor under 13 years of age has posted personally identifiable information or other content to the Service, Smart Imms Clinic will terminate the account and remove the information and other content.

5.  Package Types

Smart Imms Clinic may offer a variety of packages/bundles. You can find out about all the types of packages, as well as their features and pricing

6.  User Content and Options

6.1.  General

Smart Imms Clinic offers a number of ways to share, or not share, your content (such as patient lists or appointments) with others.

If you have a Smart Imms Clinic account, all of the content you create, including all of the information within your patient lists, clinical information, and your username will only be made available to anyone within your own online private account.

Patient lists and clinical information are designated as Private User Content, and will not be available to the public. Rather, they will be available to you, and to those Smart Imms Clinic users with whom you have chosen to share the content. You may invite one or more organisations that have a Smart Imms Clinic account to view your patient list by sending them a “share” link. You can learn more about sharing. You hereby do and shall grant to each Invited Viewer a worldwide, non-exclusive, revocable sharing license to access, view your Private User Content. This sharing license ends when they or you revoke the sharing policy (or by us) or the account is made inactive, which will remove sharing of all patient lists to that account holder. However, you hereby acknowledge that any information that has been recorded prior to the sharing policy being revoked by either organisation to which the sharing policy was setup, will be retained within each account.

You may choose to create Public User Content such as appointments. This public content will be restricted to free appointment dates and times. Once an appointment has been selected by a member of the public it will be removed/hidden from further public use and view, and will be classified as Private User Content available to the account holders only.

When an account is initially created an “Administrator” is appointed that is financially responsible for any fees associated with the Smart Imms Clinic account. Please note that the Administrator controls your Smart Imms Clinic account and may, among other things:

• Manage your account, including changing the privacy settings
• Suspend or cancel your account
• Grant, restrict or block access to your account
• View your account’s usage, including how and when your account is used
• View your account’s profile data
• Read, copy, modify, export, share, store or delete content (both Public User Content and Private User Content) in your account
• Make Public User Content private

You hereby do and shall grant to the Administrator a worldwide, non-exclusive, revocable license to use, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute and transmit the Public User Content or Private User Content of your Smart Imms Clinic account. This license ends when your Smart Imms Clinic account is closed (either by you, the Administrator or by us), except to the extent that the content has been shared with others and they have not deleted it.

If you sign up for a Smart Imms Clinic with an e-mail address using a domain owned by an organisation (“Organisation”) then, depending on your country of habitual residence and the agreement entered into between us and the Organisation, your account is subject to the terms and conditions of the agreement between Smart Imms Clinic and the Organisation. Please note that the Organisation controls your Account and may have the same rights with regard to your account that an Administrator has with regard to a Smart Imms Clinic account.

6.2.  Licenses you Grant to Smart Imms Clinic for use of Public User Content and Private User Content

In order to provide the Service to you in accordance with these terms, we need certain licenses from you in order for us to, e.g., host, store and display the content. We need the right to reproduce the content so that it can be saved to our servers which may require us to archive or encrypt the content, for example, when transcoding content into a format that will work most efficiently with the Service.

With respect to Private User Content, you hereby do and shall grant to TailorMade Information Technology Solutions Limited (and its successors, assigns, and third party service providers) a worldwide, non-exclusive, revocable, royalty-free, fully paid, sublicensable, and transferable license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute and transmit the content solely for the purpose of providing you, and those with whom you have shared your content, with the Service. This license ends when you delete your Private User Content or your account is closed (either by you or by us), except to the extent that your Private User Content has been shared with others and they have not deleted it.

With respect to Public User Content, you hereby do and shall grant to TailorMade Information Technology Solutions Limited (and its successors, assigns, and third party service providers) a worldwide, non-exclusive, revocable, royalty-free, fully paid, sublicensable, and transferable license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute and transmit the content (1) for the purpose of providing you, and those with whom you have shared your content (including the public), with the Service; and (2) in connection with promotion and marketing of Smart Imms Clinic products and services, including without limitation allowing third parties to search or index the content, in connection with email promotions, product demonstrations, and the like. This license ends when you delete your Public User Content or your account is closed (either by you or by us), except (i) to the extent that your Public User Content has been shared with others and they have not deleted it and (ii) that we retain a license to maintain a backup copy of your Public User Content indefinitely.

Regardless of whether you designate content public or private, TailorMade Information Technology Solutions Limited makes no claim of ownership to your User Content, and obtains no rights to your content other than as provided for herein.

6.3.  Expiration and Revocability of Licenses

Smart Imms Clinic makes it easy for users with qualified accounts to share content privately or publicly, and “allow reuse” status at any time.

However, uses made of your patient list or appointment information or the underlying User Content, whether by TailorMade Information Technology Solutions Limited or its users, are subject to the licenses that were in place at the time such use was originally made by the person or entity who originally made the use. For example, licensed uses of Public User Content, or content that allows reuse, may continue to be made after such content is designated Private User Content, by those users who previously used the content under the prior license.

6.4.  Third Party Content

TailorMade Information Technology Solutions Limited may give you the option, when creating or editing an account, to search for and insert third party content into your online account presence public or private. Such third-party content is subject to certain license terms. For example, if you use an image that is licensed pursuant to a Creative Commons license that prohibits commercial use, you may not use the image for commercial purposes. Some license terms may limit the manner in which you are permitted to share content with others, or to allow re-use of your online account public or private. You agree to review and comply with the license terms applicable to any third-party content in your online account that is made public or private.

7.      Payment Terms

7.1.  Payment for Subscription

You agree to pay the then-current fee for the account you have selected. The current fee for the account you have selected will automatically and immediately be charged to your payment instrument or account on the date you signed up and then every 365 days after (depending on the billing cycle which applies to your account). Fees charged for one account may not be credited towards other account. All currency references are in UK sterling.

7.2.  Payment for Vaccine Packages/Bundles

You agree to pay the then-current fee for the vaccine package you have selected. The current fee for the vaccine package you selected will automatically and immediately be charged to your payment instrument or account on the date you requested the purchase. The amount of vaccine credits within the package shown will be transferred to your account vaccine bank. All currency references are in UK sterling.

In the case of payment by credit card, payment will not be deemed paid until the credit card payment has been authorised by the billing provider. Payment by BACS transfer will not be deemed paid until the correct amount has been received into our account.

7.3.  Fraud Protections

To protect against potential fraud, we may take steps to verify the validity of the credit card information you provide to us. The verification process may include debiting an amount between £0.01 and £0.99 from your credit card account and then immediately crediting the same amount back to your credit card, as well as asking you to verify the amount debited in order to confirm that you are in possession of your credit card. We will only use this process to screen for fraud and will not otherwise debit your credit card account except as part of a transaction conducted through your account for the Service. By providing us with your credit card information, you authorise us to debit and credit your credit card account for an amount less than one pound for such verification purposes.

7.4.  Cancellation of Subscription

Payment for subscriptions is non-refundable. If you cancel your recurring payment option, your account will remain active until its next renewal date. If you delete your account before the end of the term for which you paid, your cancellation will take effect immediately. In either case (cancellation or deletion), you will not be entitled to any refund.

7.5.  Termination

If your credit card is invalid for any reason, your paid Smart Imms Clinic account will be inactivated immediately. We reserve the right to cancel your account entirely in such case. You will have the option of deleting any User Content from your account prior to its reversion to a Smart Imms Clinic account. We further reserve the right to cancel the account of any user who attempts to fraudulently obtain a Smart Imms Clinic licence.

8.  Intellectual Property, Infringement and Warranties

When you upload User Content on or through the Service, you represent and warrant that, with respect to all User Content that you upload, transmit, publish and disseminate through the Service, (a) you have all the rights and licenses necessary to use, reproduce, publish, display publicly, perform publicly, distribute, or otherwise exploit such User Content in connection with the Service (and to grant to us the licenses set forth in this Agreement); (b) the User Content will not infringe or otherwise violate the copyright, trademark, or other intellectual property rights of any third party; and (c) you have the consent, release, and/or permission of each identifiable person depicted in your User Content to upload, transmit, publish, and/or disseminate their name and/or likeness through the Service.

9.  Smart Imms Clinic’s Intellectual Property

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, content, and computer code (collectively, “Smart Imms Clinic Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement of such Smart Imms Clinic Content, contained on the Service is owned, controlled, or licensed by or to TailorMade Information Technology Solutions Limited, and is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights.

As a user of the Smart Imms Clinic Service, TailorMade Information Technology Solutions Limited grants to you a non-assignable, non-transferable, non-sublicensable license, revocable at any time at our sole discretion, to use (i) the Smart Imms Clinic name and (ii) the Smart Imms Clinic logo, unaltered, unmodified, and as it appears on the Smart Imms Clinic.com website solely for the purpose of truthfully referring to Smart Imms Clinic, including for use in creating a website that explicitly references Smart Imms Clinic (the “Use License”). In addition to the restrictions above, such Use Licenses are expressly conditioned on: (i) no Smart Imms Clinic Content may be used in a manner that creates confusion among consumers or that suggests that you (or your website) are sponsored or endorsed by us, or Smart Imms Clinic, or affiliated with Smart Imms Clinic, (ii) no Smart Imms Clinic Content beyond the Smart Imms Clinic name and logo may be used, (iii) any such use must be of the full Smart Imms Clinic name and/or unaltered and current Smart Imms Clinic logo, (iv) any such use may in no way disparage Smart Imms Clinic, any user of the Smart Imms Clinic Service, or any third party, and (v) any website that uses Smart Imms Clinic Content must include prominent text to the effect that “this website is not affiliated with or sponsored or endorsed by Smart Imms Clinic or TailorMade Information Technology Solutions Limited” You agree to make no other uses of the Smart Imms Clinic name and logo beyond those expressly allowed herein, pursuant to a Use License.

Except as expressly provided in this Agreement or otherwise permitted by law, no Smart Imms Clinic Content may be used, copied, reproduced, modified, republished, uploaded, posted, publicly displayed, publicly performed, publicly performed by means of a digital audio transmission, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or any other medium for publication or distribution or for any commercial enterprise or purpose, without our express prior written consent.

10.  Termination - Breach of This Agreement

You agree that TailorMade Information Technology Solutions Limited may, at its sole discretion and without prior notice, terminate your account, your access to the Service, and/or block your future access to the Service. By way of example, but not by way of limitation, we may terminate your account if we determine that you have violated this Agreement or other agreements or guidelines that may be associated with your use of the Service. Please note that it is our policy to terminate the accounts of users who repeatedly violate the intellectual property rights of third parties. We will grant you a pro rata refund of any subscription fees only in case we terminate your account without cause.

If we take any legal action against you as a result of your breach of this Agreement, we will be entitled to recover from you, and you agree to pay, all reasonable attorney’s fees and costs of such action, in addition to any other relief granted to Smart Imms Clinic.

11.  Disclaimer of Warranties

While we attempt to make User Content available through the Service, we do not guarantee access to, or hosting of, your User Content. For example, if User Content violates these Terms of Use, access to it may be disabled. Also, if a particular piece of content creates too large a demand on the Service, it may result in access to the content being temporarily or permanently disabled. You agree that we will not be liable to you or to any third party for termination of your access to the Service for any reason.

You expressly understand and agree that your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis. TailorMade Information Technology Solutions Limited and its subsidiaries, directors, officers, employees, stockholders, and licensors (the “Smart Imms Clinic affiliates”) expressly disclaim all representations, warranties, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, merchantable quality, fitness for a particular purpose, non-infringement, title or any warranty or condition arising by usage of trade, course of dealing or course of performance. TailorMade Information Technology Solutions Limited and the Smart Imms Clinic affiliates make no warranty that (a) the service will meet your requirements; (b) the service will be uninterrupted, timely, secure, or error-free; (c) user content will be hosted and/or transmitted without interruption or cessation; (d) any products, sites, information, or other material, whether in tangible or intangible form, purchased or obtained by you through the service will meet your expectations or any standard of quality; and (e) any defects in the operation or functionality of the service or related software will be corrected.

Any material, information, or data downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system and/or loss of data that result from the download or upload of such material. No advice, representation or information, whether oral or written, obtained by you from TailorMade Information Technology Solutions Limited, the Smart Imms Clinic affiliates, or through the Service shall create any warranty not expressly stated in the agreement.

12.  Limitation of Liability

You expressly understand and agree that we and the Smart Imms Clinic affiliates will not be liable to you for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages that may be incurred by you, however caused. This includes, but is not limited to, any loss of profits, goodwill, or business reputation; any loss of data; any cost of procurement of substitute goods or services; or any other intangible losses. This also includes, without limitation, any loss or damages that may be incurred by you as a result of (a) any changes that we may make to the Service; (b) any permanent or temporary cessation of the Service; (c) the deletion or corruption of or failure to store any content or other property maintained through the Service; or (d) your failure to keep your password or account details secure. The limitations and exclusions of liability above shall apply irrespective of the theory of liability, including contract (including fundamental breach), warranty, product liability, strict liability, tort (including negligence), or other theory, even if we (or our affiliates) have been advised of the possibility of such damages.

To the extent permitted by law, the total liability of TailorMade Information Technology Solutions Limited, and its suppliers and distributors, for any claim under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services (or, if we choose, to supplying you the Services again).

You specifically acknowledge that TailorMade Information Technology Solutions Limited and the Smart Imms Clinic affiliates shall not be liable for user content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

13.  Exclusions and Limitations

Some jurisdictions do not permit the exclusion of certain warranties or conditions or the limitation or exclusion of liability for certain damages. Accordingly, only the limitations that are lawful in your jurisdiction will apply to you and, in such instances, we and/or the Smart Imms Clinic affiliates’ liability will be limited to the maximum extent permitted by law.

14.  Please Review your Online Content for Appropriate Content Before Use

We have not reviewed the content featured on the Service to determine whether they are suitable or appropriate for your intended audience. Before using any of the content featured on the Service, please pre-view them carefully to ensure that the materials are appropriate for your audience, and for any other uses you intend to make. We are not responsible for the content of any information on the Service. If you find any content on the Service that you believe is objectionable, or that violates our terms of use or conduct guidelines, please feel free to notify us at support@smartimms.com.

15.  Indemnification

You agree to indemnify and hold TailorMade Information Technology Solutions Limited and/or the Smart Imms Clinic Affiliates harmless from and against any and all liabilities and costs (including reasonable attorney’s fees) incurred by us and/or the Smart Imms Clinic Affiliates in connection with any claim arising out of your breach of the Agreement. We reserve the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

16.  General Terms

Entire Agreement. This Agreement is the whole legal agreement between you and TailorMade Information Technology Solutions Ltd. It governs your use of the Service and completely replaces any prior agreements between you and TailorMade Information Technology Solutions Ltd with respect to the Service. You may also be subject to additional terms and conditions that may apply when you use or purchase other products or services from TailorMade Information Technology Solutions Ltd. The laws of the United Kingdom, without regard to conflicts of laws principles, will apply to any disputes arising out of or relating to these terms or the Smart Imms Clinic Service.

Any dispute arising out of or relating to these terms or the Smart Imms Clinic Service shall be submitted exclusively to confidential binding arbitration in the United Kingdom. You hereby consent to, and waive all defences of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the courts of the United Kingdom. Arbitration under these Terms of Use shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the London Court of International Arbitration (LCIA). The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise.

If any portion of the Agreement is held to be invalid or unenforceable, such provision shall be stricken and the remainder of the Agreement enforced as written. If we do not exercise or enforce any legal right or remedy including those contained in the Agreement or arising under applicable law, this will not be taken to be a formal waiver of our rights. We may assign or delegate some or all of its rights and obligations under this Agreement.

17.  How to Contact Us

You may contact us by visiting: www.tailormadeit.co.uk. You can mail us at: support@tailormadeit.co.uk

TailorMade Information Technology Solutions Ltd mailing address is:
Hayward Lodge, The Green, Woolpit, Bury St. Edmunds, Suffolk, IP30 9RQ England