Camascope General Terms and Conditions
Camascope Limited (“Camascope”) is a leading provider of software solutions which help power care services, pharmacies & healthcare organisations.
PARTIES
A. CAMASCOPE LIMITED a company incorporated and registered in England and Wales with company number 09544682, whose registered office is at 22 Baker Street, London, England, W1U 3BW (Camascope); and
B. The company whose name, number, and registered office is detailed in the Order Form to this Agreement (Customer).
BACKGROUND
A. Camascope has developed the Platform and offers the Services in relation to it.
B. The Customer wishes to use the Services in its business operations.
C. Camascope has agreed to provide, and the Customer has agreed to take and pay for the Services subject to the terms and conditions of this Agreement.
AGREED TERMS
DEFINITIONS AND INTERPRETATION
The definitions and rules of interpretation in this clause apply in this Agreement.
1. DEFINITIONS
Except to the extent expressly provided otherwise, in this Agreement:
1.1. “Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and individual Authorised User accounts;
1.2. "Agreement" means this agreement including any annexures, appendices and schedules attached to this Agreement (including any Order Form) and incorporated herein, and any amendments to this Agreement from time to time;
1.3. “Authorised Sites” means those sites of the Customer which Camascope has authorised as being sites from which Authorised Users are able to access and use the Platform and the Services;
1.4. “Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to access and use the Platform and the Services which may, if specified in the Order Form, include individual Customer Group Entities or Authorised Sites (as applicable) and their Authorised Users;
1.5. "Business Day" means any weekday other than a bank or public holiday in England;
1.6. "Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
1.7. "Charges" means the following amounts:
1.7.1. the charges for the provision of the Services set out in the Order Form; and
1.7.2. such amounts as may otherwise be agreed in writing by the parties from time to time.
1.8. "Confidential Information" means:
1.8.1. any information and materials disclosed by or on behalf of a party to the other party during the Term (whether disclosed in writing, orally or otherwise), whether technical or commercial concerning a party’s business, plans, customers, codes, processes, methodology, specifications, suppliers and products and including a party’s Intellectual Property Rights that are confidential or of substantial value to that party and whether or not such information and/or materials are: (a) identified or marked as “confidential” at the time of disclosure; or (b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure; and
1.8.2. including the Customer Data and Documentation;
1.9. "Customer Data" means all Individuals’ Data, data relating to the use of the Platform by the Customer or the Customer’s Authorised Users and all related data, information, notes, records, and/or other materials, uploaded onto or stored on the
Platform by the Customer and/or transmitted by the Platform at the instigation of the Customer and/or supplied by the Customer to Camascope for uploading onto, transmission by and/or storage on the Platform, or generated by the Platform as a result of the use and receipt of the Services by the Customer;
1.10. “Customer Group Entities” means any parent, subsidiary, holding company or other affiliate of Customer specified in the Order Form, which, if so specified, is entitled to access and use the Platform to receive the Services hereunder on behalf of itself and its Authorised Users;
1.11. "Documentation" means any documentation for the Services produced by Camascope and made available by Camascope to the Customer;
1.12. “Data Protection Law” means the retained EU Law version of Regulation (EU) 2016/679 (the General Data Protection Regulation) (UK GDPR) and the Data Protection Act 2018 and any legislation in force from time to time which implements the foregoing together with any other similar national privacy legislation and guidance issued by data protection regulators;
1.13. "Effective Date" means the Effective Date set out in the Order Form;
1.14. "Exclusions” means any Service Downtime caused by:
1.14.1. the actions or omissions of the Customer or the Customer’s Authorised Users using the password(s) and Authorised User IDs issued by Camascope to the Customer to access and use the Hosted Services;
1.14.2. an attack, hacker activity or other malicious event or code targeted against Camascope or the Customer or any other customer of Camascope;
1.14.3. failure of any hardware, software, network or internet infrastructure not owned or managed by Camascope, including but not limited to servers owned by the Customer (including as to an on-premise deployment) and any integration software provider that Camascope engages in connection with its provision of the Hosted Services; and/or 1.14.4. any Camascope Force Majeure Event;
1.15. “Force Majeure Event" has the meaning as defined in clause 16;
1.16. "Hosted Services" means the services comprised within the specific package of services requested by the Customer as set out in the Order Form which will be made available via the Platform by Camascope to the Customer in accordance with this Agreement;
1.17. "Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect on the operation, functionality or performance of the Hosted Services;
1.18. "Intellectual Property Rights" means all and any patents, utility models, rights to inventions, specifications, computer programs and software including source and object code, copyright and neighbouring and related rights, moral rights, trade marks and service marks, logos, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information including know-how and trade secrets and all other Intellectual Property Rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
1.19. “Individual” means: (a) in the case of any care home customers, a resident of the Customer’s care home(s) whose medicine management is administered on the Platform; or (b) in the case of any pharmacy customers, a patient of the Customer hosted on the Platform.
1.20. “Individuals’ Data” means personal data (as defined in the Data Protection Law and incorporating Sensitive Personal Data) provided, and captured and inputted onto the Platform, by the Customer and/or the Authorised Users and relating to any Individual;
1.21. “Maintenance” means and includes (a) any scheduled maintenance of the Platform used by Camascope to provide the Hosted Services of which the Customer is notified at least 3 Business Days in advance, by email to the contact email provided by the Customer from time to time (such email to be maintained as current and frequently accessed by the Customer); and (b) any maintenance of the Platform software used by Camascope as is necessary to avoid or mitigate an immediate threat to the Hosted Services of which the Customer is notified;
1.22. “Minimum Term” means the period of time set out in the Order Form to this Agreement;
1.23. "Mobile App" means any mobile application that is made available by Camascope;
1.24. “Order Form” means the Order Form that forms part of this Agreement;
1.25. "Permitted Purpose" means the internal business purposes of the Customer;
1.26. "Platform" means the platform and software managed by Camascope and used by Camascope to provide the Hosted Services including any Mobile App;
1.27. “SLA” means the Service Level Agreement provided to Customer that forms part of this Agreement;
1.28. “Sensitive Personal Data” means Individuals’ Data categorised as special category data under the Data Protection Law;
1.29. "Services" means the Support Services and the Hosted Services;
1.30. "Service Downtime” means any time during which the Hosted Services are incapable of access and/or use due to the failure of network equipment managed, owner, leased or used by Camascope to provide the Hosted Services, including the failure of managed switches, routers and cabling, but excluding Maintenance and Exclusions;
1.31. “Software” means the software or any third-party software used as part of the Services;
1.32. “Support Services" means support in relation to the use and receipt of, and the identification and resolution of errors in, the Hosted Services provided over telephone or email during Business Hours on Business Days;
1.33. "Supported Web Browser" means the current release from time to time of any of the web browsers that Camascope specifies as supported from time to time published on the Website;
1.34. "Term" means the term of this Agreement, commencing in accordance with clause 2 and ending in accordance with clause 15;
1.35. "Update" means a hotfix, patch or minor version update to the Platform Software;
1.36. "Upgrade" means a major version upgrade of the Platform Software;
1.37. “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including scripts, worms, trojan horses, viruses and other similar things or devices;
1.38. “Website” means https://www.camascope.com
Interpretation (a) Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement; (b) a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns; (c) reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; (d) unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular; (e) u n l e s s the context otherwise requires, a reference to one gender shall include a reference to the other genders.; (f) reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement; (g) reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision; (h) reference to writing or written includes e-mail; (i) references to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
2. TERM
This Agreement shall come into force on the Effective Date and shall continue, subject to prior termination under this Agreement, in force for the Minimum Term after which it shall continue as set out in clause 15 (Termination).
3. CUSTOMER SUBSCRIPTIONS
3.1. Subject to the Customer paying the Charges for the use of the Hosted Services and access to the Platform and in accordance with clause 10 (Charges and Payment), the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, Camascope hereby grants to the Customer a non-exclusive, limited, paid up, royalty free, non-sublicensable (other than as set out in this clause 3), non-transferable and revocable licence to access and use the Platform via the Supported Web Browser or Mobile App in order to access and use the Hosted Services during the Term solely for the Permitted Purpose. The foregoing licence shall be sublicensable to Authorised Sites or Customer Group Entities (if applicable) and Customer and Customer Group Entities’ and/or Authorised Sites’ Authorised Users (as applicable).
3.2. Where Authorised Sites or Customer Group Entities are specified in the Order Form, Customer confirms that such Authorised Sites or Customer Group Entities are bound to this Agreement by virtue of Customer signing the Order Form on such Authorised Sites or Customer Group Entities’ behalves (as applicable). Customer shall remain liable for its Authorised Sites or Customer Group Entities’ access and use of the Platform and Services hereunder and ensure that their Authorised Sites or Customer Group Entities perform any obligations towards Camascope as if they were the Customer hereunder. Additional Authorised Sites or Customer Group Entities may be added by updating the Appendix attached to the Order Form and sending it to Camascope for approval via contracts@Camascope.com. Camascope shall be under no obligation to approve such updates and may reject such updated list in its sole discretion and the list of Authorised Sites/Customer Group Entities shall remain the same as it was prior to any such update(s) being suggested. If Camascope does approve such updated list it shall confirm this to Customer and each of Camascope and Customer shall sign such updated Appendix as evidence of their agreement to the same at which point those additional Authorised Sites or Customer Group Entities (as applicable) shall be deemed able to be sublicensed to in accordance with clause 3.1 above. Customer hereby indemnifies Camascope for any loss whatsoever suffered by Camascope, howsoever caused, arising out of or in respect of failure by any Authorised Sites or Customer Group Entity to adhere to the terms of this Agreement.
3.3. Where any Authorised Site or Customer Group Entity ceases to be a site owned or operated by Customer or ceases to be a member of the Customer’s group of companies (as applicable), such site or entity may obtain its own subscription to the Platform and Services for a period of 90 days after the effective date of such divestiture under the same terms and conditions as this Agreement and the same pricing. Use by such divested site or entity after such time period shall, however, require a separately purchased subscription from Customer.
3.4. The Customer shall procure that all and any Authorised Users do not use the Hosted Services other than for the Permitted Purpose. Camascope may, at its absolute discretion, require Authorised Users to agree to other commercial terms and conditions as it may require from time to time, including the Mobile App terms as set out in Annex 2 (“App Terms”). The Customer shall take all necessary steps to procure that the Authorised Users comply at all times with the terms and obligations under any such additional terms (including the App Terms). The Customer warrants, undertakes and agrees to indemnify and keep indemnified Camascope against any loss whatsoever and howsoever caused by a breach of any of the obligations in this clause or a breach of such additional terms (including the App Terms) by any Authorised Users.
3.5. The Customer acknowledges and agrees that the Software, including its source code, structure, sequence and organization, contain confidential and proprietary information and valuable trade secrets of Camascope and/or its suppliers. The Customer must not allow any third-party to use or access the Software, except third-party contractors who need access to the Software to perform services for the Customer and who have agreed to be bound by the terms and conditions of this Agreement.
3.6. In respect of the Software, Camascope hereby grants to the Customer a non-exclusive, limited, paid up, royalty free, non- transferable and revocable licence to:
3.6.1. use it to access the Services solely for the Permitted Purpose; and
3.6.2. sub-license Authorised Users to use the Software and to access the Services solely for the Permitted Purpose; provided always that neither the Customer nor the Authorised Users shall be permitted to re-sell or otherwise distribute the Software or provide access to the Services to any third parties.
3.6.3. The Customer shall, and shall ensure that Authorised Users shall, comply with all applicable laws, regulations and data centre operating policies provided or otherwise notified to the Customer by Camascope from time to time.
3.7. In relation to the Authorised Users, the Customer undertakes that:
3.7.1. the maximum number of Authorised Users that it authorises to access and use the Hosted Services shall not exceed the number set out in the Order Form or otherwise agreed in writing with Camascope;
3.7.2. each Authorised User shall keep a secure password and Authorised User ID for his/her use of the Hosted Services, and each Authorised User shall keep his/her password and Authorised User ID secure and confidential;
3.7.3. it shall permit Camascope to audit the Hosted Services in order to establish its use in compliance with this Agreement including the name, Authorised User ID and password of each Authorised User. Such audit may be conducted no more than once per quarter, at Camascope's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
3.7.4. if any of the audits referred to in clause 3.7.3 reveal that the Customer has underpaid the Charges due to Camascope, then without prejudice to Camascope's other rights, the Customer shall pay to Camascope an amount equal to such underpayment as calculated in accordance with the Charges within 10 Business Days of the date of the relevant audit; and
3.7.5. if the Customer becomes aware of any unauthorised access to the Hosted Services or any misuse of passwords or Authorised User IDs, it will disable the relevant Authorised User’s access to the Services and re-issue a new password or Authorised User ID as soon as possible.
3.8. The Customer shall not (and shall ensure that its Authorised Users do not) use the Services:
3.8.1. to store, distribute or transmit any Viruses, or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, 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;
3.8.2. in a way that excessively overloads the systems that the Customer uses to provide the Services;
3.8.3. to "spam" or to send or provide unsolicited advertising or promotional material or to knowingly receive responses from "spam" or unsolicited advertising or promotional material sent or provided by the Customer or an Authorised User or any third party acting on behalf of the Customer or an Authorised User (as applicable);
3.8.4. fraudulently or in connection with a criminal offence;
3.8.5. in any way that infringes the Intellectual Property Rights of any third party;
3.8.6. in any way which may adversely affect Camascope's reputation or goodwill or business;
3.8.7. to attempt to obtain or assist others in obtaining access to the Services other than as provided in the Agreement;
3.8.8. to republish or redistribute any content or material from the Hosted Services;
3.8.9. to alter the Platform or Hosted Services, except as permitted by Camascope whether online or otherwise; or
3.8.10. in an unlawful manner or in contravention of any legislation, laws, codes of practice, licence conditions, third party rights, or any reasonable instructions of Camascope from time to time regarding use of the Services.
3.9. If the Customer, or Authorised User breaches any of the provisions of this clause 3 or if Camascope reasonably suspects the Customer of such a breach Camascope may:
3.9.1. immediately remove any offensive, unlawful or infringing material from the Services; and/or
3.9.2. immediately suspend access to the Services by the Customer and/or the applicable Authorised User(s) until Camascope is reasonably satisfied (on the production of any necessary evidence) that any breach has been sufficiently remedied; and/or
3.9.3. if the Customer fails to remedy any breach of this clause 3 within 28 days of being notified by Camascope of that breach, terminate this Agreement immediately by giving written notice to that effect.
3.10. If Camascope does reject, prevent, discontinue or suspend the Customer’s or any Authorised User’s access and use under this clause:
3.10.1. Camascope shall have no liability to refund any portion of the Charges that pertain to the period when the Customer or Authorised User does not have access and use, although Camascope retains the discretion to refund that portion, should it consider it appropriate. Such refund shall be made without prejudice to Camascope’s other rights against the Customer;
3.10.2. Camascope shall be entitled (but not limited) to deduct any costs, damages or other expenses that it may have incurred or will incur in relation to the breach by the Customer or any Authorised User from any Charges paid by the Customer to Camascope.
3.11. The Customer shall not:
3.11.1. except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, publish, reproduce, download, display, transmit, distribute, disrupt or interfere with all or any portion of the Platform or the Services (including any supporting servers or networks) in any form or media or by any means; or
3.11.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce or deconstruct to human-perceivable form all or any part of the Platform; or
3.11.3. access all or any part of the Platform and/or the Services in order to build a product or service which competes with the Platform and/or the Services; or
3.11.4. sell, resell, trade or otherwise provide access to the Services, or use the Services to provide services, to third parties or otherwise furnish third parties with the Services; or
3.11.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or the Services available to any third party except the Authorised Users, or
3.11.6. attempt to obtain, or assist third parties in obtaining, access to the Platform and/or the Services, other than as provided under this clause 3.
3.12. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Camascope.
3.13. The rights provided under this clause 3 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer unless such Authorised Sites or Customer Group Entities (as applicable) are confirmed as being licensed in the Order Form and listed in the associated Appendix.
3.14. The licence granted under this clause 3 includes the right to deploy and use all Updates to the Software that Camascope elects to incorporate into and make part of the Services and for which Camascope does not charge an additional fee above and beyond the Charges. It does not, however, include any Upgrades, including any bespoke developments that Customer may request, for which Camascope reserves the right to charge additional fees.
4. SERVICES
HOSTED SERVICES
4.1. Camascope will, on the Effective Date, automatically activate an Account for the Customer. Thereafter it shall confirm to Customer how Customer shall be able to authorise its Authorised Users, the functionality for such authorisation being contained within the Platform itself.
4.2. The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services or Platform using an Account.
4.3. Camascope shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the Hosted Services 24 hours a day, seven days a week except in the case of Exclusions, but does not guarantee 100% availability.
4.4. For the avoidance of doubt, Service Downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement and shall not give rise to service credits, abatement of Charges or other financial consequences under this Agreement:
4.4.1. a Force Majeure Event;
4.4.2. a fault or failure of the Customer’s computer systems or networks;
4.4.3. any breach by the Customer or any Authorised Users of this Agreement; or
4.4.4. Maintenance.
4.5. The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
4.6. For the avoidance of doubt, the Customer has no right to access the source code of the Platform and/or the Mobile App, either during or after the Term.
4.7. The Customer shall be solely responsible for the obtaining, providing and maintaining of any hardware or software or any additional hardware or software as is necessary for the Customer to gain access to and receive and use the Services and Camascope shall not be liable for any damage or loss that the Customer suffers as a result of its failure in that regard (including as to any incompatibility between the hardware and software provided and the Services).
4.8. For the purposes of the provision of the Hosted Services, Camascope may accept and act upon any instruction and requests from and communicate with any Authorised User as if he/she were the Customer itself and may validly continue to do so until notified by the Customer that the Authorised User has ceased to be the same.
SUPPORT SERVICES
4.9. Camascope shall make available to the Customer the Support Services and shall provide these to the Customer during the Term.
4.10. Camascope shall provide the Support Services with reasonable skill and care and in accordance with the SLA.
4.11. The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services and the Customer must not use the helpdesk for any other purpose.
GENERAL
4.12. The Services may contain features designed to interoperate with non-Camascope applications. To use such features, the Customer may be required to obtain access to such non-Camascope Applications from their providers, including accepting any associated terms and conditions relating to the access and use of such non-Camascope Applications as may be provided by Camascope from time to time. If the provider of any such non-Camascope Application ceases to make the non-Camascope application available for interoperation with the corresponding Service features on reasonable terms, Camascope may cease providing such Service features without entitling the Customers to any refund, credit, or other compensation. Camascope makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the use of non-Camascope applications and their ability to integrate with the Services.
5. DATA
5.1. The Customer hereby grants to Camascope, and warrants to Camascope that in relation to Customer Data it is permitted to grant and has all necessary consents and permissions to grant, a non-exclusive licence to process, access, analyse, copy, reproduce, modify, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Camascope's obligations and the provision of the Services, to improve its services and the exercise of Camascope's rights under this Agreement, together with the right to sub-license these rights to third parties such as hosting services partners or telecommunications partners to the extent reasonably required for the performance of Camascope's obligations and the provision of the Services. In particular, the Customer acknowledges that as part of the provision of the Services Camascope will transfer Customer Data, where applicable, to certain care services, pharmacies or other organisations as specified by the Customer on the Platform.
5.2. The Customer confirms and agrees that the licence in clause 5.1 permits Camascope both during the Term and after termination to process anonymised Customer Data to improve its products or services now or in the future. This licence is expressly subject to Camascope complying with the Data Protection Law.
5.3. The Customer warrants to Camascope that the use of the Customer Data by Camascope in accordance with this Agreement will not:
5.3.1. breach the provisions of any law, statute or regulation (including the Data Protection Law);
5.3.2. infringe the Intellectual Property Rights or other legal rights of any person; or
5.3.3. give rise to any cause of action against Camascope, in each case in any jurisdiction and under any applicable law.
5.4. The Customer further warrants that it will inform Camascope as soon as reasonably practicable should an Individual revoke his or her consent to his or her personal data being processed and fully indemnifies Camascope for failing to do so.
5.5. Camascope shall create a back-up copy of the Customer Data, shall ensure that each such copy is sufficient to enable Camascope to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
5.6. If there is an event of data corruption affecting the Platform as a whole (or substantial elements of it), Camascope shall use all reasonable endeavours to restore to the Platform the Customer Data stored in the most recent back-up copy created and stored by Camascope in accordance with clause 5.5. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
5.7. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.8. If the Customer, during the Term, is unable to retrieve any of the Customer Data, the Customer must immediately report the same to Camascope. Camascope will promptly investigate the cause of the same. The Customer agrees to provide reasonable assistance to Camascope during such investigation.
5.9. For the avoidance of doubt, the Customer confirms that Camascope is permitted and is hereby authorised to process, upload and transcribe any Customer Data on the instruction of the Customer and for and on behalf of the Customer onto the Hosted Services and Platform. The Customer shall remain at all times responsible for and liable to Camascope in relation to the accuracy and completeness of any such Customer Data and for ensuring that the Customer has all necessary consents, authorisations and permissions to permit and enable Camascope to perform the aforesaid.
5.10. The Customer agrees to indemnify and keep indemnified and defend at its own expense Camascope against all costs, claims, damages or expenses incurred by or for which Camascope may become liable due to any breach of the Customer’s obligations and warranties in this clause.
5.11. The Customer shall ensure that any consent required from data subjects has been obtained to allow the use of Customer Data as anticipated by this Agreement.
6. DATA PROTECTION
6.1. If Camascope processes any personal data (as defined in the Data Protection Law) on the Customer's behalf when performing its obligations in relation to Customer Data under this Agreement, the parties record and acknowledge that the Customer shall be the data controller and Camascope shall be a data processor in respect of that personal data ("Relevant Personal Data").
6.2. Both parties will comply with all applicable requirements of the Data Protection Law. This clause 6 is in addition to, and does not relieve, remove or replace, party’s obligations or rights under Data Protection Law.
6.3. Without prejudice to the generality of clause 6.2, in respect of the Relevant Personal Data, Camascope shall:
6.3.1. subject to clause 6.3.3 process the Relevant Personal Data only on behalf of the Customer, only for the purposes of performing the Services and only in accordance with instructions contained in this clause 6 and Annex 1 or otherwise received from the Customer in writing from time to time;
6.3.2. subject to clause 6.3.3, not transfer any Relevant Personal Data to any third country outside the European Economic Area unless it complies with the adequacy requirements under the Data Protection Law when doing so;
6.3.3. where Camascope is obliged by applicable law to process Relevant Personal Data otherwise than in accordance with clause 6.2.1, inform the Customer of that obligation before processing, giving:
6.3.3.1. as much advance notice of any such processing as is reasonably possible; and
6.3.3.2. a description of the nature and timing of any such processing,
6.3.3.3. unless applicable law prohibits such information on important grounds of public interest;
6.3.4. inform the Customer immediately if, in Camascope's reasonable opinion, any instruction from the Customer is in breach of, or is likely to breach, Data Protection Law;
6.3.5. take and implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk and to protect the Relevant Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Relevant Personal Data and having regard to the nature of the Relevant Personal Data which is to be protected;
6.3.6. ensure that only those of Camascope's personnel who need to have access to the Relevant Personal Data are granted access to such data and only for the purposes of the performance of the Services and ensure that all of Camascope's personnel required to access the Relevant Personal Data are informed of the confidential nature of the Relevant Personal Data and are subject to confidentiality undertakings or professional or statutory obligations of confidentiality and that they comply with the obligations set out in this clause 6.2;
6.3.7. notify the Customer promptly (and in any event within 24 hours) if Camascope discovers any actual or suspected personal data breach (as defined in the Data Protection Law) involving the Relevant Personal Data or it receives any complaint, request for Relevant Personal Data or any other communications relating directly or indirectly to the processing of any Relevant Personal Data in connection with this Agreement;
6.3.8. provide the Customer with full co-operation and assistance in relation to any complaint, request or other communication made in respect of any Relevant Personal Data, including by:
6.3.8.1. providing the Customer with full details of the complaint or request;
6.3.8.2. complying with the Customer's instructions if a breach of Data Protection Law occurs or is suspected to have occurred;
6.3.8.3. assisting the Customer in fulfilling the Customer's obligations to respond and comply with requests for exercising the data subject's (as defined in the Data Protection Law) rights pursuant to the Data Protection Law;
6.3.8.4. providing the Customer with any Relevant Personal Data it holds in relation to a data subject within the timescales required by the Customer; and
6.3.8.5. providing the Customer with any other information relating to the Relevant Personal Data, as may be reasonably requested by the Customer;
6.3.9. permit the Customer or its external advisers (subject to reasonable and appropriate confidentiality undertakings and, other than in the case of an audit required by a regulator pursuant to applicable law, subject to Customer or such external advisers providing Camascope with reasonable advance written notice of such audit) to inspect and audit the data processing activities carried out by Camascope's personnel and comply with all reasonable requests or directions of the Customer to enable the Customer to verify and procure that Camascope is in full compliance with its obligations under this clause 6 and Data Protection Law;
6.3.10. maintain complete and accurate records of all information necessary to demonstrate compliance with this clause 6.2 and Data Protection Law and make such records available to the Customer or the Customer's auditors on demand;
6.3.11. subject to clause 6.2.12, at the choice of the Customer, delete or return all Relevant Personal Data after the termination or expiry of this Agreement and delete all existing copies of such data, and certify to Customer that it has done so; and
6.3.12. where Camascope is obliged by applicable law to retain Relevant Personal Data, comply with its obligations under clause 6.2.11 in relation to that Relevant Personal Data as soon as is permissible under applicable law.
6.3.13. Customer acknowledges and agrees that Camascope may engage third party sub-processors in connection with the provision of the Services under this Agreement ("Sub-Processors"). Camascope shall enter into a written agreement with each Sub-Processor containing data protection obligations not less protective than those in this clause 6.
6.3.14. Camascope shall give Customer prior written notice of the appointment of any new Sub-Processor, including full details of the processing to be undertaken by the Sub-Processor. If, within 30 days of receipt of that notice, Customer notifies Camascope in writing of any objections (on reasonable grounds) to the proposed appointment, Camascope shall work with Customer in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Sub- Processor. Where a Sub-Processor fails to fulfil its obligations under this Agreement or under Data Protection Law, Camascope shall remain fully liable to the Customer for the performance of the Sub-Processor's obligations, and shall be fully liable for the acts or omissions of the Sub-Processor.
7. SUPPLIER’S OBLIGATIONS
7.1. Camascope undertakes that the Services will be performed with reasonable skill and care.
7.2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Camascope's instructions (including the Documentation), or modification or alteration of the Services by any party other than Camascope or Camascope's duly authorised contractors or agents.
7.3 This Agreement shall not prevent Camascope from entering into similar agreements with third parties, or from independently developing, using, selling or licensing the Services under this Agreement. Camascope warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement. Camascope may subcontract any of its obligations under this Agreement without the prior written consent of the Customer.
8. CUSTOMER’S OBLIGATIONS
8.1. The Customer shall:
8.1.1. Provide Camascope with:
8.1.1.1. all necessary co-operation in relation to this Agreement; and
8.1.1.2. all necessary access to such information as may be required by Camascope;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
8.1.2. comply with all applicable laws and regulations (including but not limited to the Data Protection Law) with respect to its activities under this Agreement;
8.1.3. comply with any policies or guidelines that Camascope may introduce or, at its absolute discretion, amend from time to time, including (but not limited to) policies or guidelines relating to technical specifications, privacy and acceptable content and use of the Website;
8.1.4. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Camascope may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.5. ensure that the Authorised Users use the Hosted Services in accordance with the terms and conditions of this Agreement and any other terms and conditions as set out in clause 3.4 (including the App Terms) and shall be solely responsible for any Authorised User's breach of this Agreement;
8.1.6. liaise with and manage the Authorised Users;
8.1.7. obtain and shall maintain all necessary rights, licences, consents, and permissions necessary for Camascope, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services, without violation of any third party’s rights with the exception of any third party software licences comprising any part of the Services which shall be dealt with in accordance with the terms of this Agreement;
8.1.8. ensure that its network and systems comply with the relevant specifications provided by Camascope from time to time;
8.1.9. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Camascope's data centres and Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
8.1.10. allow Camascope to, at Camascope’s discretion, use the Customer’s name and refer to the Customer as a user of the Services in any publicity, press release, advertising or marketing material or media anywhere throughout the world;
8.1.11. not use Camascope’s name, trademarks, logos or mention Camascope in any publication, website, press release or other media without Camascope’s prior written permission;
8.1.12. acting reasonably, provide a reference for approval by Camascope that Camascope may, at its discretion, publish on the Website or in other online and other marketing materials.
8.2 The Customer warrants that it has and will maintain all necessary licences, consents, and permissions necessary for entry into and the performance of its obligations under this Agreement.
9. MOBILE ACCESS
The parties acknowledge and agree that the Hosted Services may be accessed on mobile phones possibly through Camascope’s html responsive web design functionality or via the Mobile App. The parties' respective rights and obligations in relation to mobile use and any liabilities of either party arising out of any mobile use shall be subject to the App Terms, and accordingly this Agreement shall not govern any such use, rights, obligations or liabilities, save as expressly set out in this Agreement.
10. CHARGES AND PAYMENT
10.1. In consideration for the provision of the Services by Camascope, the Customer agrees to pay and shall pay the Charges to Camascope for purposes of subscribing to the Hosted Services and obtaining access to the Platform in accordance with this clause 10. Should Customer add any additional Service to the Order Form during the Term such Service shall only be deemed to form part of the Hosted Services being provided to Customer once the parties have either confirmed the addition of such Service(s) within the Platform or otherwise signed a revised Order Form to confirm the provision of such Service(s), including any additional Charges to be paid by the Customer in respect of such Service(s). In addition, if, as part of the Hosted Services, Customer is required to nominate a particular pharmacy as at the Effective Date and then subsequently changes such pharmacy, Camascope shall (unless otherwise agreed in writing between the parties) be entitled to charge Customer an additional fee of £500 plus VAT in connection with the administration and service costs incurred by Camascope in connection with such change.
10.2. The Customer shall pay the Charges in line with the Payment Terms set out in the Order Form or otherwise within 10 days of receipt of the invoice relating to such Charges.
10.3. All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to Camascope. The Customer must pay the Charges to Camascope within the period of 10 days following the issue of an invoice in accordance with this clause 10, providing that the Charges must in all cases be paid before the commencement of the period to which they relate.
10.4. The Customer must pay the Charges by direct debit.
10.5. Camascope, at its sole discretion and without liability to the Customer, will be entitled to withdraw the Services (including the Support Services), disable the Customer's and the Authorised User IDs, passwords, Account and access to and receipt and use of all or part of the Services and Camascope shall be under no obligation to provide any or all of the Services while the Charges are unpaid after which Camascope may re-commence Services and charge reasonable administration fees and reconnection fees. Camascope shall also be entitled to charge reasonable legal and/or administration fees in the event that debt recovery proceedings are issued.
10.6. If the Customer does not pay any amount properly due to Camascope under this Agreement, in addition to the suspension rights set out in clause 10.5 above, Camascope may:
10.6.1. charge the Customer interest on the overdue amount at the rate of 6% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
10.6.2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
10.7. All amounts and fees stated or referred to in this Agreement:
10.7.1. shall be payable in pounds sterling; and
10.7.2. are non-cancellable and non-refundable.
10.8 Within the duration of the Minimum Term, and in recognition of ongoing operational and development costs, Camascope reserves the right to adjust the licence Charges applicable to the services provided. This adjustment shall be instituted on an annual basis, reflecting an increase at a fixed rate of 5% of the current ongoing licence Charges. This uplift is designed to ensure the sustained quality and enhancement of services offered to the Customer and to account for inflationary pressures and market dynamics.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights of and belonging to Camascope from Camascope to the Customer, or of and belonging to the Customer from the Customer to Camascope.
11.2. With the exception of any Relevant Personal Data which shall be handled and processed in accordance with clause 6 of this Agreement, the Customer acknowledges that Camascope will receive Customer Data and will create databases derived from such Customer Data that Camascope may, subject to complying with clause 11.3, share with third parties and the Customer hereby waives any and all rights it may have to assert any form of database right in respect of such databases. Camascope undertakes that where any such databases are created and utilised on a commercial basis such usage will comply with clause 11.3 and Customer further acknowledges and agrees that Camascope reserves the right to store, analyse, aggregate, distribute and publish and reproduce any data submitted to the Services or any analytics related to the use of the Services, providing that such data and analytics are anonymised in accordance with clause 11.3.
11.3. Where Camascope uses or shares all or any part of the Customer Data in accordance with clause 11.2, Camascope shall ensure that any such data is anonymised so that it does not contain any Relevant Personal Data or any information from which any person (including Camascope and the Customer) could identify any Individual or other data subject whose personal data is contained in the Relevant Personal Data, whether directly from that data or when combined with (i) any other data that is in the control or possession or control of that person or (ii) any publicly available information.
11.4. The Customer acknowledges and agrees that Camascope and/or its licensors own all Intellectual Property Rights in the Services, the Platform, the Mobile App and the Documentation and all other materials, documents, and data of and belonging to Camascope. Except as expressly stated herein, this Agreement does not grant the Customer any rights, title and/or interest in and to any of Camascope’s Intellectual Property Rights or any other rights or licences in respect of the Services.
11.5. The Customer agrees that Camascope has the right to use any feedback that the Customer provides as to the Services in any way whatsoever, including to improve the Services or to create new products or services.
12. CONFIDENTIALITY
12.1. Each party acknowledges that by reason of its relationship to the other party under this Agreement it may be given access to Confidential Information from the other party. A party's Confidential Information shall not be deemed to include information that:
12.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
12.1.2. was in the other party's lawful possession before the disclosure;
12.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
12.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
12.2. Authorised User access management (of confidential information) is the responsibility of the Customer, who is required to ensure individual user permissions are granted, amended and revoked as appropriate.
12.3. Each party (the Recipient) shall hold the other party's (the Discloser) Confidential Information (however obtained) in confidence and, unless required by law or otherwise permitted in writing by the other party or as set out in this clause 12, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
12.4. A party may disclose the Confidential Information to the minimum extent required by:
12.4.1. an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction;
12.4.2. the rules of any listing authority or stock exchange on which its shares (or in the case of the Customer, any Customer Group Entities) are listed or traded; or
12.4.3. the laws or regulations of any country to which its (or in the case of the Customer, any Customer Group Entities) affairs are subject.
12.5. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
12.6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Camascope's Confidential Information.
12.7. Camascope acknowledges that the Customer Data is the Confidential Information of the Customer.
12.8. Subject to clause 8, neither party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
12.9. The terms of this Agreement shall be deemed to be Confidential Information.
12.10. If Confidential Information (other than this Agreement) has been disclosed to a party by the other party, the party shall be obliged, at the reasonable request of the other party, to return to that other party any and all manifestations of the Confidential Information and/or destroy such manifestations, at the other party’s absolute discretion.
12.11. The above provisions of this clause shall survive termination of this Agreement, however arising.
13. LIMITATION OF LIABILITIES
13.1. Nothing in this Agreement will:
13.1.1. limit or exclude any liability for death or personal injury resulting from negligence;
13.1.2. limit or exclude any liability for fraud or fraudulent misrepresentation;
13.1.3. limit any liabilities in any way that is not permitted under applicable law; or
13.1.4. exclude any liabilities that may not be excluded under applicable law.
13.2. The limitations and exclusions of liability set out in this clause and elsewhere in this Agreement:
13.2.1. are subject to clause 13.1; and
13.2.2. govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
13.3. Neither party shall be liable to the other party in respect of :
13.3.1. any losses arising out of a Force Majeure Event.
13.3.2. any loss of profits or anticipated savings.
13.3.3. any loss of revenue or income.
13.3.4. any loss of use or production.
13.3.5. any loss of business, contracts or opportunities.
13.3.6. any loss or corruption of any data, database or software.
13.3.7. any special, indirect or consequential loss or damage or loss arising as a result of any adverse regulatory findings as to the use of the Services.
13.4 The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to Camascope under this Agreement in the 12-month period preceding the commencement of the event or events.
13.5 This clause sets out the entire financial liability of Camascope (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
13.5.1 arising under or in connection with this Agreement;
13.5.2 in respect of any use made by the Customer of the Services or any part of them; and
13.5.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
13.4. Except as expressly and specifically provided in this Agreement:
13.4.1. Camascope shall have no liability for any damage caused by errors or omissions in any information provided to Camascope by the Customer in connection with the Services, or any actions taken by Camascope at the Customer's direction;
13.4.2. In no event shall Camascope, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged breach of this Agreement is based on: (a) a modification of the Services by anyone other than Camascope or any person authorised by it; or (b) the Customer's use of the Platform or Services in a manner contrary to the Documentation and/or reasonable instructions given to the Customer by Camascope.
13.6 Camascope shall have no liability to the Customer for any losses arising out of a Hosted Services Defect that is caused or arises as a result of:
13.6.1 any act or omission of the Customer or Authorised Users to use the Platform or the Services;
13.6.2 any use of the Platform or Services contrary to the Documentation and/or other instructions issued by Camascope, whether by the Customer or any Authorised User;
13.6.3 a failure of the Customer or any Authorised User to perform or observe any of its obligations in this Agreement;
13.6.4 an incompatibility between the Platform or the Services and any other system, network, application, program, hardware or software not specified as compatible; and/or
13.6.5 the Customer's use of the Services after notice of the alleged or actual infringement from Camascope or any appropriate authority.
13.8 The Customer acknowledges that the Software and Services are compiled by Camascope based upon information provided by third party sources and Camascope does not conduct independent verification of such source material as a matter of course, Camascope gives no warranty as to the accuracy or completeness of the data. Accordingly, Camascope shall not be responsible for any use that the Customer and/or any Authorised User makes of the Software. Customer and/or Authorised Users of the Software and Services who are registered medical practitioners, or others legally authorised to prescribe or dispense drugs or other pharmaceutical software, shall be fully responsible and liable for any use which they make of the Software and Services under this Agreement and Camascope shall not, in any circumstances, be liable for any loss or damage suffered by Customer and/or any Patient arising out of or in respect of such decisions made in using the Services.
14. WARRANTIES
14.1. Each party warrants to the other party that:
14.1.1. It has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
14.1.2. it will comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfilment of its obligations under this Agreement.
14.2. Camascope warrants to the Customer that:
14.2.1. it has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement;
14.2.2. the Hosted Services will be substantially (but not completely) free from Hosted Services Defects;
14.2.3. the application of Updates and Upgrades to the Platform by Camascope will not, as far as is reasonable and possible, introduce any Hosted Services Defects into the Hosted Services;
14.2.4. the Platform will incorporate appropriate security features reflecting the requirements of good industry practice;
14.2.5. the Hosted Services, when used by the Customer in accordance with the Documentation, will not breach any laws, statutes or regulations applicable under English law.
14.3. If Camascope reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, Camascope may at its own cost and expense:
14.3.1. modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
14.3.2. procure for the Customer the right to use the Hosted Services in accordance with this Agreement.
14.4. Notwithstanding anything to the contrary herein, any warranties:
14.4.1. that the Services, the Website, Platform and/or servers are free from Viruses;
14.4.2. that the Services are fit for any general or particular purpose (including the Permitted Purpose), are expressly excluded.
14.5. All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
14.6. The Customer acknowledges in particular that:
14.6.1. complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Camascope gives no warranty or representation that the Services will be wholly free from defects, errors and bugs and Camascope does not warrant that the Customer's use of the Hosted Services will be uninterrupted or error-free; or that the Services, and/or the information obtained by the Customer through the Services (including the Documentation) will meet the Customer's requirements;
14.6.2. complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Camascope gives no warranty or representation that the Services will be entirely secure and Camascope is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, or failures or delays involving the Customer’s hardware, software, power or other systems and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
14.6.3. the Hosted Services are designed to be compatible only with that software and those systems specified as compatible and Camascope does not warrant or represent that the Hosted Services will be compatible with any other software or systems;
14.6.4. Camascope will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Services; and
14.6.5. except to the extent expressly provided otherwise in this Agreement, Camascope does not warrant or represent that the Services or the use of the Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
14.7. Camascope will support in rectifying issues in Camascope software applications and Camascope provided hardware only. Camascope will not support to rectify any non-Camascope provided hardware issues or issues arising because of hardware fault.
14.8. Correction of errors or assistance to overcome specific software problems will be resolved by Camascope at its sole discretion by ‘patch’ or by new version.
14.9. Camascope may from time to time provide updates to the Software to take account of any change of legislation or new legal requirement.
14.10. Camascope reserves the right to discontinue support for any prior version if a superseding version has been made available.
15. TERM AND TERMINATION
15.1. This Agreement shall, unless otherwise terminated as provided in this clause or the Order Form, commence on the Effective Date and shall continue for the Minimum Term and, thereafter, unless terminated in accordance with the provisions of this Agreement or the Order Form, this Agreement shall continue unless and until terminated by either party giving the other not less than 2 months’ prior written notice that it wishes to terminate with the earliest such notice shall take effect being the end of the Minimum Term (collectively the Minimum Term together with this continued rolling period, being the “Term”). If the Customer wishes to terminate this Agreement prior to the end of the Minimum Term the Customer will be required to pay the Charges in full for the remainder of the unexpired Minimum Term.
15.2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
15.2.1. in the case of Camascope, the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
15.2.2. in the case of Camascope, the Customer fails to agree to any third party software terms and/or any other non Camascope applications including those as described in clause 4.12 (including any updates to the same) which are essential for the functioning of the Software and Hosted Services;
15.2.3. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
15.2.4. the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
15.2.5. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
15.2.6. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
15.2.7. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
15.2.8. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
15.2.9. the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
15.2.10. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
15.2.11. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
15.2.12. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.5 to clause 15.2.11 (inclusive); or
15.2.13. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
15.3. On termination of this Agreement for any reason:
15.3.1. all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely);
15.3.2. the Customer shall stipulate whether it wishes to print or download its Customer Data and retain such Customer Data in its own storage facility or use Camascope’s archive service which will be separately contracted and paid for;
15.3.3. the Customer shall pay to Camascope any Charges in respect of Services provided to the Customer before the termination of this Agreement;
15.3.4. the provision of the Services by Camascope to the Customer shall immediately terminate;
15.3.5. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party, including but not limited to the Documentation and all other information, materials and documents belonging to and incorporating any Confidential Information and/or Intellectual Property Rights of a party (and including all copies);
15.3.6. subject to clause 6 in respect of any personal data which forms part of the Customer Data, Camascope may destroy or otherwise dispose of any of the Customer Data in its possession unless Camascope receives, no later than 10 days after the Effective Date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Camascope shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Camascope in returning or disposing of Customer Data. Camascope will have no liability to the Customer arising from its maintenance, destruction or disposal of the Customer Data in its possession and the Customer shall hold Camascope harmless and otherwise indemnify Camascope against any fees, damages or claims that either the Customer or any third party may have or face in relation to such maintenance, destruction or disposal; and
15.3.7. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
16. FORCE MAJEURE
Camascope shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Camascope or any other party), total failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration (“Force Majeure Event”) .
17. CONFLICT
If there is an inconsistency between any of the provisions in the main body of this Agreement and the Order Form, the provisions in the Order Form shall prevail.
18. VARIATION
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19. WAIVER
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20. RIGHTS AND REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
21. SEVERANCE
If any provision (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.
22. ENTIRE AGREEMENT
22.1. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
22.2. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
23. ASSIGNMENT
23.1. The Customer shall not, without the prior written consent of Camascope, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
23.2. Camascope may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or
obligations under this Agreement.
24. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
25. THIRD PARTY RIGHTS
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
26. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
27. NOTICES
27.1. A notice given under this Agreement:
27.1.1. shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
27.1.2. shall be sent for the attention of the person, and to the address, fax number or e-mail address given in this clause (or such other person, address, fax number or e-mail address as the receiving party may have notified to the other, such notice to take effect five days from the notice being received); and
27.1.3. shall be:
27.1.3.1. delivered personally; or
27.1.3.2. sent by fax or e-mail; or
27.1.3.3. sent by pre-paid first-class post, recorded delivery or registered post; or
27.1.3.4. if the notice is to be served or posted outside the country from which it is sent, sent by registered airmail.
27.2. The addresses for service of notice are:
27.2.1. For the Customer: the details provided in the Order Form to this Agreement.
27.2.2. For Camascope: Address: Camascope Limited, Floor 2, 64 Cowcross Street, London, EC1M 6EG For the attention of: Contracts E-mail: contracts@camascope.com
27.3. A notice is deemed to have been received:
27.4. if delivered personally, at the time of delivery; or
27.4.1. in the case of fax or e-mail, at the time of transmission; or
27.4.2. in the case of pre-paid first-class post, recorded delivery or registered post, forty-eight (48) hours from the date of posting; or
27.4.3. in the case of registered airmail, five days from the date of posting; or
27.4.4. if deemed receipt under the previous paragraphs of this clause is not within, Business Hours when business next starts in the place of receipt.
27.5. To prove service, it is sufficient to prove that the notice was transmitted via the e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
28. GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
29. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
30. DISCLAIMER FROM CAMASCOPE AND DATA SUPPLIER FIRST DATABANK EUROPE LIMITED (“FDB”)
FDB is proud of the extensive editorial and quality control procedures which it has developed over many years. However, since every patient’s history is different, and even the most exhaustive sources of information cannot cover every possible eventuality, you should be aware that all information is provided from the Multilex database on the basis that the healthcare professionals responsible for patient care will retain FULL and SOLE responsibility for deciding what treatment to prescribe or dispense for all patients and, in particular whether the use of any drug or other Database is safe, appropriate or effective for any particular patient or in any particular circumstances. This is because (and all healthcare professionals should bear in mind):
1. The Multilex database is intended to supplement, not substitute for, the expertise and judgment of physicians, pharmacists or other healthcare professionals.
2. The Multilex database and those who are responsible for its construction, operation and maintenance do not know the particular circumstances, condition or medical history of particular patients or groups of patients and so cannot advise as to particular cases.
3. While the Multilex database uses reputable sources of information, such as published data of pharmaceutical manufacturers, it does not validate or verify the information received from third parties.
4. The information stored on the Multilex database is not exhaustive. It therefore cannot be relied upon as complete.
5. Although the information stored on the Multilex database is updated on a regular basis, healthcare professionals should ensure that they are satisfied that the information they have is current.
This Agreement has been entered into on the date stated at the beginning of it.
Annex 1 - Processing, Personal Data and Data Subjects
1. Processing by Camascope
1.1 Scope
The scope shall be as set out in this Agreement.
1.2 Nature
The nature shall be as set out in this Agreement.
1.3 Purpose of processing
The purpose of the processing shall be for the provision of the Services to the Customer.
1.4 Duration of the processing
The duration of the processing shall be as set out in this Agreement.
2. Types of personal data
Personal data (as defined in the Data Protection Legislation) including but not limited to an Individual’s demographic data including first name and last name, age and gender, photographs.
Special category data (as defined in the Data Protection Legislation) including but not limited to an Individual’s allergies and medicines and dosage information.
3. Categories of data subject
An Individual’s demographic data – names, age, gender, photographs
An Individual’s medical allergies and medicines and dosage information
Annex 2 - App Terms
The terms and conditions for the use of the Camascope Mobile App can be found at the following link: Camascope Mobile App Terms and Conditions.