Last Updated: [DATE]
This Service Agreement ("Agreement") is between Callendoc Ltd, a company registered in England and Wales (Company No. [COMPANY NUMBER]) with its registered office at 31-33 High Holborn, London WC1V 6AX, United Kingdom ("Callendoc", "we", "us"), and the clinic, practice or healthcare professional that registers for an account ("Customer", "you"). By creating an account or using the Service, you agree to this Agreement, including its Data Processing Annex (Annex 1).
1. DEFINITIONS
- "Service": the Callendoc cloud-based clinic management platform, including appointment management, patient administration, medical record tracking, consultation history and invoicing/financial reporting modules, accessible at callendoc.com and via the Callendoc mobile application.
- "Customer Data": all data submitted to the Service by you or your Authorised Users, including Patient Data and financial records.
- "Patient Data": personal data relating to your patients, including special category health data, processed within the Service.
- "Authorised Users": your employees and staff whom you authorise to use the Service under your account.
- "Subscription": the paid plan selected by you, including any free trial period.
2. THE SERVICE
2.1 Callendoc provides clinic management software as a service. Callendoc is a software provider only. Callendoc is not a healthcare provider, does not provide medical advice, diagnosis or treatment, does not supervise clinical activity, and is not a party to the relationship between you and your patients.
2.2 You are solely responsible for all clinical decisions, for the standard of care you provide, for maintaining professional registration (GMC, GDC, HCPC or equivalent) and professional indemnity insurance, and for compliance with the regulatory requirements applicable to your practice (including, where applicable, CQC registration).
2.3 The Service is not a medical device and is not intended to be used for diagnosis, prevention, monitoring, prediction, prognosis, treatment or alleviation of disease.
3. ACCOUNT AND AUTHORISED USERS
3.1 You must provide accurate and complete registration information and keep it up to date. One account per organisation; the account administrator may create and manage Authorised User access.
3.2 You are responsible for maintaining the confidentiality of all login credentials and for all activity under your account. You must notify us immediately of any unauthorised access.
3.3 You must ensure each Authorised User accesses the Service with individual credentials and only to the extent necessary for their role.
4. FREE TRIAL, FEES AND PAYMENT
4.1 New accounts may receive a free trial of [TRIAL LENGTH] days. At the end of the trial, continued use requires a paid Subscription.
4.2 Subscription fees are as published at callendoc.com/for-doctors#prices or as otherwise agreed in writing. Fees are payable in advance by credit/debit card or bank transfer and are exclusive of VAT.
4.3 Subscriptions renew automatically at the end of each billing period. We will send renewal reminders in advance. We do not store your card details; you will be asked to re-enter payment information on renewal.
4.4 We may change our fees with at least 30 days' written notice, effective from your next renewal.
5. SERVICE LEVELS AND SUPPORT
5.1 We target 99.5% monthly uptime, excluding planned maintenance notified in advance and events beyond our reasonable control.
5.2 Support is available at [email protected]. We aim to respond within [X] business hours.
6. CUSTOMER DATA — OWNERSHIP AND EXPORT
6.1 As between the parties, you own all Customer Data. You grant Callendoc a non-exclusive licence to host, process, transmit, display and back up Customer Data solely to provide and support the Service.
6.2 You may export your Customer Data (including Patient Data) at any time during the term in standard machine-readable formats (CSV and/or PDF) using the export tools in the Service, or by requesting an export at [email protected].
6.3 In respect of Patient Data, you are the data controller and Callendoc is your data processor. The Data Processing Annex (Annex 1) applies and forms part of this Agreement.
6.4 You are responsible for: (a) the lawfulness, accuracy and quality of Customer Data; (b) having a lawful basis to process Patient Data; (c) providing privacy information to your patients; and (d) complying with the record-keeping and retention obligations applicable to your profession.
7. ACCEPTABLE USE
You must not: (a) use the Service unlawfully or to store unlawful material; (b) reverse engineer, decompile or copy the Service; (c) resell or sublicense the Service; (d) introduce malware or attempt to gain unauthorised access; (e) use the Service to develop a competing product; or (f) impose abnormal load on our infrastructure.
8. INTELLECTUAL PROPERTY
8.1 Callendoc and its licensors own all intellectual property rights in the Service. No rights are granted except as expressly stated.
8.2 You may provide feedback voluntarily; we may use it without obligation.
9. CONFIDENTIALITY
Each party will keep the other's confidential information secret and use it only to perform this Agreement, except where disclosure is required by law. This clause survives termination for 5 years.
10. WARRANTIES AND DISCLAIMERS
10.1 We warrant that the Service will materially conform to its published description and will be provided with reasonable skill and care.
10.2 Except as expressly stated, the Service is provided "as is" and we exclude all other warranties to the maximum extent permitted by law. We do not warrant uninterrupted or error-free operation, or any clinical or business outcome.
11. LIABILITY
11.1 Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
11.2 Subject to 11.1, neither party is liable for indirect or consequential loss, loss of profits, revenue or goodwill.
11.3 Subject to 11.1, each party's total aggregate liability under this Agreement in any 12-month period is limited to the fees paid by the Customer in the 12 months preceding the event giving rise to the claim.
12. TERM AND TERMINATION
12.1 This Agreement starts on account creation and continues for the Subscription period, renewing automatically until terminated.
12.2 Either party may terminate: (a) at the end of the then-current billing period on notice; (b) immediately for material breach not remedied within 30 days of notice; or (c) immediately on the other party's insolvency.
12.3 On termination: (a) your access ends; (b) you have 30 days to export Customer Data (we will provide reasonable assistance); (c) thereafter we delete Customer Data in accordance with Annex 1, except where retention is required by law; (d) no refund of prepaid fees except where termination is due to our material breach.
13. CHANGES
We may update this Agreement by posting a revised version and giving at least 30 days' notice of material changes by email. If you do not accept the changes, you may terminate before they take effect; continued use constitutes acceptance.
14. GENERAL
Neither party may assign this Agreement without consent (not to be unreasonably withheld), except to an affiliate or in connection with a merger or sale. This Agreement (including Annex 1) is the entire agreement. If any provision is invalid, the remainder stays in force. No third party has rights under this Agreement. Notices must be in writing to the contact details below (for us: [email protected]).
15. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
16. CONTACT
Callendoc Ltd (Company No. [COMPANY NUMBER]), 31-33 High Holborn, London WC1V 6AX, United Kingdom. General: [email protected] · Legal: [email protected] · Privacy: [email protected]
