Registered in England and Wales, Company No. 10814810
VAT number GB272378288
patientzone Terms and Conditions - Patient Zone Limited
Agreement - This Agreement as varied from time to time. Also referred to as "Terms and Conditions". Agreement and Terms and Conditions are used interchangeably.
Authorised User - a system user acting on behalf of a Clinical Provider subject of the system. Person or persons granted permission to managed and access the Clinical Provider or Organisation's account. An Authorised User can utilise the account.
Bank holiday - A public holiday in England when banks in London are not open for business.
Collection Period/ Cycle - from each Monday to Sunday. Payment of funds to Clinical Providers or Organisations takes place on the following Friday except when a bank holiday is in the week, in which case it would be delayed by the number of bank holidays.
Clinical Provider - a person who is qualified or registered to practise a particular health or medical profession including complementary therapies such as physiotherapy, osteopathy and chiropractitioners. This is also referred to as a Practitioner, Practitioners, who specialise in a particular area may also be referred to as a specialist or consultant.
Data Controller - the natural or legal person, public authority, agency or any other body which alone or jointly with others determine the purposes and means of the processing or personal data
Data Processor - a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller
Information - Information, including Personal Information, provided by you during the patientzone Portal Account activation process or subsequently, or provided by the Clinical Provider or Organisation, for the purposes of: managing and administering your patientzone Portal Account and patientzone product and services for you; or providing other products or services subsequently offered to you by us.
Organisation - an authorised representative acting on behalf of the Clinical Provider or a legal entitiy providing medical and/ or health services to Patients.
Patient - a person who is receiving health or medical care, or who is cared for by a particular practitioner from time to time.
patientzone Portal - The area on the Website that allows you to have secure online access to manage your payments and related information and online consultations.
patientzone Portal Account - A valid and activated account on the patientzone Portal associated with a Clinical Provider or Organisation.
patientzone Website - www.patientzone.co.uk or as communicated by us from time to time.
Password - The password used for secure acess purposes when using the patientzone Portal Account and the Website.
Personal Information or Personal Data- means any information relating to an identified or identifiable natural person ('data subject'); an identifiable natural person is one who can be identified, directly or indirectly in particular by reference to an identifier such as a name, and identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person
Transaction - the process by which a Patient makes a payment, or other engagement with patientzone (such as video consultation, sharing of documents or other services from time to time being introduced), using patientzone Products
Transaction Amount - The full transaction amount, including any associated fees.
We, us or our - Patient Zone Limited
You, your - you the Clinical Provider, Organisation, or Authorised User entering into this Agreement unless otherwise specified.
2.1 We provide online products and services to Clinical Providers, Organisations, Patients and Authorised Users in consideration of the mutual exchange of services contained herein.
2.2 Please read this Agreement carefully before you activate your patientzone Portal Account. This information forms the Agreement for use of the patientzone Portal and your use of the patientzone services made available to you. By checking the "I accept" box and activating your patientzone Portal Account you agree to be bound by these Terms and Conditions and to ensure that you comply with them.
3.1 These Terms and Conditions contain the entire Agreement between us in relation to the use of patientzone products and services. No other written or oral representations or variations made will be incorporated in to these Terms and Conditions or have any legal effect, and we shall not have any liability for such unless signed by a director of the business.
3.2 If at any time any part of these Terms and Conditions is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from thee Terms and Conditions and the validity and/ or enforceability of the remaining provision of these Terms and Conditions shall not be in any way be affected or impaired as a result of that omission.
4.1 We provide an online portal to Clinical Providers and Patients to securely manage payments, administration,conduct online consultations and other services that may be introduced from time to time.
4.2 For Clinical Providers and Organisations, we present to and collect fees from patients on their behalf, provide secure video consultations and document exchange amongst other services that we introduce from time to time. We provide a secure patientzone Portal Account accessed via the patientzone Website and other media that may be offered from time to time. Upon activation of a patientzone Portal Account features for Clinical Providers offered through patientzone Portal may include, but may not be limited to: view your patientzone balance; view transaction history, view statements, set alerts and notifications for your patientzone Portal Account; view and update your information; and change your patientzone Portal Account password and security settings. You give us full authority to act for you to the fullest extent necessary or desirable to provide the services.
5.1 During the activation of you patientzone Portal Account you will be asked to provide a valid email address that is legally and securely under your control, to be used as a username for accessing the patientzone Portal.
5.2 During the activation of your patientzone Portal Account you will be asked to provide a Password. You must choose a secure Password which satisfies our password policy and which would not be easily guessed by others. We may require you to change your Password from time to time.
5.3 During the activation of your patientzone Portal Account you will also be given the option to enable two-step verification which would require signing in with a Password and a verification code.
5.4 The Password should not be revealed to anybody else and it is your responsibility to keep your sign in details safe and to protect your Password. This includes responsible use and secure use of shared computers. You must notify us immediately if you believe another person may have attempted to access your patientzone Portal Account, or intends to attempt do so.
5.5 We will provide the patientzone Portal to you on the basis of the Information that you have provided. You agree to provide accurate Information and to update any changes to your Information.
5.6 If we are unable to satisfactorily verify your identity and address from information provided by you, we may suspend your access to the patientzone Portal.
5.7 You are responsible for: the safekeeping of your patientzone Portal Account including Password security; all use of your patientzone Portal; all information provided from your patientzone Portal Account; and fees or charges that your patientzone Portal Account may incur.
6.1 The patientzone Portal Account enables you to view your patientzone activity including but may not be limited to invoices awaiting payment, invoices paid, fees due or paid to Patient Zone Limited.
6.2 Any money held by us as part of collecting a payment on your behalf, is held in a dedicated Holding Account at an onshore UK bank (currently Coutts and Co) in Pounds Sterling, such Holding Account being ring fenced from the main business accounts. No interest will be paid to Clincial Providers or Organisations on money held in the client account.
6.3 Any monies collected on your behalf will be deposited to your bank account at the end of each Collection Period.
6.4 Our fees will be calculated and collected via direct debit from your patientzone Portal Account activity at the end of each Collection Period which will clearly display on your patientzone Portal Account.
6.5 If any patientzone Payments are disputed, or we are unable to collect fees due, we may suspend your access to your patientzone Portal Account pending an investigation.
6.6 If disputed transactions are subsequently proven to be valid and charged back we reserve the right to charge you an administration fee to cover the costs of the charge back to us which we shall collect by direct debit.
6.7 You will pay our invoices within the credit period in the currency in which they are expressed without any deduction, set off or counter claim. We may charge interest on sums outstanding from the end of the credit period until the date of payment. The rate we will apply is the same rate as that which applies from time to time to debts under Late Payment of Commercial Debts (Interest) Act 1998.
6.8 Suspension of Service
If you do not pay an invoice by the end of the credit period, within seven days (or such longer period as we may specify) of our demand, we may suspend or terminate the provision of all or any Services (and instruct any third parties engaged by us to suspend the provision of their services) and may invoice you all accrued fees and expenses.
6.9 Right to retain money, documents and property
As a contractual right, in addition to our rights as set out in these Terms of Business and any Engagement Letter, under the general law (lien) we have the right to retain your money, including making deductions from your monies held on the client account, Documents and property (whether held in relation to the services for which payment has been made or any other services) until you have paid us in full
6.10 We reserve the right to report all suspected fraud to the appropriate authorities including sharing transaction data and Information with any relevant parties, to the fullest extent necessary to help prevent and detect crime.
6.11 We will not be liable to you (whether under contract, agency or trust) for any costs or losses resulting from a banking failure (including insolvency, administration, receivership or any cessation of trading or inability to operate our client account) including in particular a failure by the bank that we use to operate or to hold funds or deposits on your behalf ("Banking Failure").We currently use Coutts and Company and HSBC Bank plc in England. We will notify you if for any reason your funds are to be held with any other bank. The Financial Services Authority ("FSA") operates the Financial Services Compensation Scheme ("FSCS") for compensating consumers when authorised firms (including banks) are unable, or likely to be unable, to satisfy claims against them. Details of the FSCS can be found in the "COMP" section of the FSA handbook (www.fsahandbook.info). However in particular you should note most partnerships, companies and business organisations (including charities) will not be eligible to claim under the FSCS;
Compensation for eligible claimants is normally limited to £85,000 and so, if you hold other personal monies in the same bank as the bank which we hold your money, the most you will be entitled to recover under the FSCS will be £85,000 in total;
A bank or other deposit taking institution can trade using several different trading names or brands and the FSCS limit will apply to all monies or deposits held by you with all the trading names or brands of the same bank or other deposit taking institution; If you are in any doubt, you should consult your bank, the FSA or a FSA registered financial advisor. You authorise us to disclose to our bank (or any other bank at which your funds are to be held), or to any Insolvency Practitioner, Administrator, Liquidator or Receiver instructed by or appointed over our bank (or any other bank at which your funds are to held held) and to the FSA and FSCS your personal details and details of the amounts held by us in the event of a Banking Failure.
7.1 Either you or we may terminate the provision of service of all or any of the relevant services at any time giving one month's written notice via email to email@example.com
7.2 We may terminate this contract immediately upon serving written notice on you on the occurrence of any of the following events:
a) The threat or risk of violence, injury or other danger to the physical, psychological or moral well-being of any of our personnel or
b) The discovery or creation of a conflict of interest or
c) Your requesting us to break the law or any professional requirement or
d) The relationship of trust and confidence between us is ceasing to exist or
e) Your insolvency or bankruptcy or
f) Your failure to pay us any amount due under this contract within 7 days of the expiry of the Credit Period or
g) Your failure to give appropriate instructions or
h) Our reasonable belief that our continuing to represent you may cause damage to the professional or personal reputation of our firm or any of its personnel or
i) Any other breach by you of these terms.
7.3 Rights on early termination
On early termination, by either you or us, you will remain liable to pay all fees and expenses incurred before termination and due under our contract or due on the services provided. If you are transferring to another firm a charge will be levied to prepare your files for transfer at a cost of £150 per hour plus VAT. All our rights set out in these terms shall continue to apply even if we terminate our agreement.
8.1 We retain copyright and all other intellectual property rights in all documents and other works we develop or generate for you providing the services (including know-how and working material as well as final documents). We now grant you a non-exclusive, non-transferable, non-sub licensable licence to use such documents, and software or other works solely for the services of developing or generating them to relate and not otherwise and for so long as we provide services to you only. If you do not pay us in full for our services in accordance to paragraph 5 we may, on giving you notice, revoke the licence and only re-grant it to you once full payment has been made.
9.1 You are responsible for complying fully up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter General Data Protection Regulation (GDPR) and all relevant Codes of Practice and other guidelines issued by the Office of the Information Commissioner in respect of the personal data which is processed via, or cause to be processed by, patientzone products and services. This includes, without limitation that you will ensure you are legally and properly entitled to pass third party personal data to use for processing.
9.2 All information shared between the parties in relation to this Agreement shall be held confidential by the other party.
9.3 To the extent obligations are imposed in the relevant legislation or codes of Practice we will:
i. Comply with the seventh principle set out in Schedule 1 of the Data Protection Act 1998 in relation to any Personal data which we process as Data Processor up to but excuding 25 May 2018 and thereafter the EU GDPR "Principles relating to processing of personal data" set out in Article 5
ii. Comply fully with the data protection laws and all relevant codes of Practices and other guidance issued by the Office of the Information Commissioner in respect of the Personal Data which we process, or cause to be processed, via as a result of patientzone products and services to you;
9.4 Our Privacy Notice (available at www.patientzone.co.uk/privacy) applies to our processing of personal data, whether as a Data Controller or Data Processor.
10.1 Neither party shall be liable for any delay or failure to perform any of its obligations under these Terms and Conditions if such delay is due to any cause beyond the party's reasonable control including, without limitation, interruption of Internet services.
10.2 patientzone shall take all reasonable steps in accordance with computing industry practice to prevent viruses or other malicious code infecting patientzone products and services, including the use of industry standard anti-virus software. You acknowledge that, to the extent any virus or malicious code is not known to or detected by such anti-virus software, patientzone shall have no liability in relation to the same.
10.3 You agree to apply reasonable endeavours that any computing equipment from which you access patientzone products and services is running industry standard anti-virus software which has fully up to date virus definitions and that such computing equipment is regularly scanned for, and cleared of, viruses, worms, trojans, 'spy-ware', 'ad-ware' or other malicious code.
11.1 You hereby agree that you will only use your patientzone Portal Account and any other products or services we provide to you, strictly in accordance with this Agreement.
11.2 You are responsible for: the safekeeping of your patientzone Portal Account including Password security; and all Information provided via your patientzone Portal Account and to update any changes to your Information.
11.3 You will remain fully and solely liable for: all use of your patientzone Portal Account.
11.4 You agree not to copy the patientzone Website or the patientzone Portal without our written permission, nor infringe the intellectual property or content copyrights of us or any third parties connected with us nor use your patientzone Portal access to aid in the development of a competitive product or service, nor will you allow any third party to access the patientzone Portal for these purposes, and nor will you use the services in connection with any business or commercial purpose.
11.5 You agree to take all reasonable measures to preclude us from being made a party to any lawsuit or claim regarding patientzone products and services or your use of them, and will indemnify us and hold us harmless, from and against the costs of any legal action taken to enforce this Agreement and/or any breach of this Agreement or fraudulent use of your patientzone Portal Account.
12.1 We provide the services to you subject to your statutory rights but otherwise provide without any warranty or condition, express or implied, except as specifically stated in this Agreement.
12.2 We will use reasonable endeavours to provide the service in an accurate and timely manner and maintain the availability of the service for you, to keep any money held by us as part of a patientzone Client Account, and to hold those funds in a dedicated Holding Account at an onshore UK bank in Pounds Sterling, ring fenced from the main business accounts and protected from creditors, to maintain valid certification under the Payment Card Industry Data Security Standard (PCI DSS), to maintain security of the systems and data in line with appropriate industry standards.
12.3 We do not guarantee continuous or uninterrupted availability of the service and cannot be held responsible for any downtime or difficulties in accessing the service.
12.4 Our liability in connection with this Agreement (whether arising in contract, tort [including negligence], breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
12.5 we shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to: an inability to process payments; an inability to an inability to connect successfully with or exchange data with payment gateways; and failure of any data processing systems including those of third parties;
12.6 we shall not be liable for any loss of profits, goodwill, business, contracts revenue or anticipated savings, or any indirect, consequential, special or punitive losses, even if we are advised of the possibility of such loss or damages;
12.7 where the patientzone Portal is faulty due to our default, our liability shall be limited to provision of a new patientzone Portal Account;
12.8 where sums are incorrectly deducted from your patientzone Portal Account due to our default and our liability shall be limited to our correction of your patientzone Portal Account;
12.9 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
12.10 The above exclusions and limitations set out in this paragraph 13 shall apply to any liability of our affiliates or other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement.
12.11 Except in relation to liability for death or personal injury caused by our negligence or fraudulent misinterpretation, our total aggregate liability to you under these Terms and Conditions shall be limited to £1,000 or the price paid for services in the prevailing 12 months
13.1 You warrant, represent and undertake that:
i. You have the power and authority to agree and to perform to these Terms and Conditions and that agreement and performance of these Terms and Conditions has been duly authorised by all necessary actions;
ii. If and to the extent that you are the appointed representative acting on behalf of a Clinical Provider or Organisation, you have been duly authorised:
a. To act on behalf of that Clincial Provider or Organisation; and
b. To process personal and confidential data on behalf of that Clinical Provider or Organisation;
13.2 To the extent that any personal data is being processed pursuant to these Terms and Conditions, you the Data Controller of this personal data (as these terms are defined in the latest applicable data protection law)
14.1 We may modify this Agreement, by notifying you by email (provided you have supplied us with an up-to-date email address), or via a patientzone Portal notification. The variations may be posted on our website (www.patientzone.co.uk) and/or otherwise communicated to you.
14.2 Continued use of your patientzone Portal Account 30 days after the date of such posting or communication or your first use of the patientzone following the updated Agreement being published on the patientzone Website is conclusive of your acceptance of the Terms and Conditions as modified.
15.1 We can terminate this Agreement at any time if we give you two month's notice.
15.2 We can terminate this Agreement at any time with immediate effect if you have breached this Agreement or we have reason to believe that you have or intend to use the patientzone Portal in a grossly negligent manner or for fraudulent or other unlawful purposes or if we can no longer process Transactions due to the actions of third parties.
15.3 We can suspend access to your patientzone Portal Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) if we discover any of the information that you provided to us when you applied for, or updated Information in a patientzone Portal Account, was incorrect or if a Transaction has been disputed or reversed without our consent or if you have a negative Account Balance which is not rectified within five working days upon our notifying you or if you have breached this Agreement or if we have reason to believe that you have, or intend to use the patientzone Portal in a grossly negligent manner or for fraudulent or other unlawful purposes; if we cannot process your transactions due to the actions of third parties.
15.4 In the event that we do suspend
or terminate your access to patientzone Portal then if we are able to do so, we
will tell you in advance otherwise we will inform you immediately
afterwards, except where doing so may compromise any on-going investigation or
conflicts with industry best practice.
In the event that any additional fees are found to have been incurred following termination, then subject to this Agreement, you shall refund to us any sum which relates to Patient Zone Limited including any fees and/or charges validly applied whether before or after termination. We will send an invoice to you and will require you to refund us immediately. Should you not repay this amount immediately after receiving an invoice from us we reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.
15.5 Regardless the time or reason for termination, any ongoing Transactions may be concluded within the normal terms of the Agreement.
16.1 These Terms and Conditions shall be governed by, and construed in accordance with, the laws of England.
16.2 All disputes or claims or matter relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the English Courts to which both parties irrevocably submit.