Last Modified: 6/2/18 References in this agreement to “You” and “Your” are references to the person accepting these terms and conditions, subject as provided in clause 7.11 references to “We”, “Us” and “Our” are to Wecudos Limited (a company incorporated in England and Wales with registered number 08096172 whose registered office is situated at 3rd Floor 52 Jermyn Street, London SW1Y 6LX) and references to “Wecudos Services” are to the Software as a Service (SAAS) designed to assist the delivery of semi-automated and database hosted personalised healthcare to the mass market by providing simple communication utilising electronic
communications and services that Wecudos Limited has developed and are hosted by Us (extended from time to time.)
Subject to the terms and conditions of these user terms and any Wecudos order form which these user terms accompany (“Order
Form”), We grant You a non-exclusive, non-transferable right to use the Wecudos Services for Your own business (but not to provide the benefit of any of the Wecudos Services to any other business or person) for so long as You pay the licence fees to Us in accordance with the terms of this agreement (or, if earlier, termination in accordance with clause 6).
Limits: We reserve all rights and in and to the Wecudos Services and other industrial and intellectual property rights not
expressly granted to You in this clause 4. You licence from Us only the current version of the Wecudos Services, and have no right or entitlement to use any of Our intellectual property save to the extent licensed to You as part of (and in order to allow You to use) the Wecudos Services.
Warranty: We warrant that We have and will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under this agreement. Wecudos Services are made available on an “as is” basis and any configuration advice or development is subject to separate charge.
Your information: You represent that the information provided by You in the course of contracting with Us is true.
Your own use only: You agree to use Wecudos Services solely for the purpose of operating Your own business. No other use is permitted. You agree not to provide (whether for payment or not) any services or functions provided by Wecudos to any other person.
Use: You agree to work with Us only using Our authorised APIs and to install all (if any) local software delivered to You by Us and to use all software provided by Us in accordance with applicable documentation supplied by Us and to follow Our instructions for operating and installing any local software. You agree not to seek to circumvent Our interests.
Responsibility for hardware and network connections: You agree that You are solely responsible for procuring and maintaining Your
network connections and telecommunications links and any devices that You use in conjunction with Wecudos Services. You are responsible for providing and maintaining all hardware that You use.
Bespoke provisions: We may undertake works or support on and subject to Our separate Wecudos Development Terms or (as applicable) Wecudos Support and Maintenance Terms. Where We provide such support (including, for example, tailoring the Wecudos system to give effect to Your own pathway, management/treatment plan or communication and messaging trigger and response schedules, We shall (subject always to Our overriding entitlement to disclose information in order to comply
with law or provide of develop the Wecudos Services or to comply with Wecudos’ ethics policy from time to time) respect Your confidentiality and We shall treat the proprietary information that You so provide to Us and which We could
not otherwise have obtained as confidential and We shall not make such confidential information available to a third party.
Data and privacy
Client’s informed consent: You confirm that You have each Client’s informed consent to register them to use the Wecudos Services.
Privacy law compliance: You and We each undertake to comply with all applicable provisions of the Data Protection Act 1998 (and any related legislation) to the extent they relate to use of the Wecudos Services. You confirm that You are authorised to store and use personal data that You communicate through the Wecudos Service. You confirm that We may also disclose data (and the fact that it was provided by the User and/or Practice) to the relevant data subject. We confirm that all data files and records that contain personally identifiable data or personal sensitive data relating to Clients are treated by Us as Data Subject Information (“DSI”). You agree that if We receive instructions purporting to come from a data subject, We shall delete all DSI that We believe needs to be destroyed to ensure compliance with applicable laws, rules and regulations and You shall hold Us harmless in respect of any liability or obligation We may incur as a result of complying with the request.
Security: The policies that We adopt are designed to ensure that unauthorised physical access is not permitted to hardware under Our control in which DSI is held. The Wecudos Services are designed to ensure that all DSI is transmitted using only end-to-end encrypted services using current optimum practices for such as RSA encryption, 2048 bit key length, over TLS
v1.2, Cipher ECDHE-RSA-AES256-GCM-SHA384. We do not permit Our staff to store DSI on any laptop or removable drive
unless the data comprising the DSI is encrypted to a standard in line with industry best practice and standards available at that time. Where We hold data on third party data centres We take treasonable care to ensure that the third party provides a HIPPA compliant service and is suitably auditable (although such audit may be subject to additional charges). Currently Wecudos is hosted on Amazon Web Services.
Ownership of DSI: You are the legal owner of all DSI relating to Clients (in their capacity as such) collected as a result of Your or their use of the Wecudos Services. We shall deal with that DSI in accordance with Your instructions unless those instructions appear to Us to risk breaching a law, in which case We may decline to take any action that You so instruct. You agree to indemnify Us in respect of any loss or damage that We may suffer as a result of complying with Your instructions.
Ownership of data: You shall own all right, title and interest in and to all of the data
created by You using Wecudos Services. We shall not be responsible for any loss, alteration or disclosure of Your data. You agree that Your sole and exclusive remedy resulting from any loss or damage to data, shall be for Us to use reasonable commercial endeavours to arrange for lost or damaged data to be restored through any back-up controlled by Us. You grant Us a sole and exclusive royalty-free irrevocable licence to use all non-Client specific data created by You using Wecudos Services. We
may use this data on anonymous and aggregated bases. We undertake not to breach any United Kingdom law relating to the safeguarding and protection of personal data and individual privacy to the extent that such laws apply to Clients (in their capacity as
such). We shall own all data (other than personal data relating to Clients) acquired by Us as a result of any person’s use of the Wecudos Services.
Data copies: You may during the continuation of this agreement request that We provide You with such of Your data as is held by Us and We shall use reasonable endeavours to comply with such request as soon as We are reasonably able, provided however that (i) You agree to reimburse any material cost that We incur in so complying; and (ii) We shall not be obliged to provide any information if doing so could result in Our being in breach of any privacy or analogous law or regulation.
Restrictions: You agree:
not to re-publish or re-purpose any information screen produced by Us or presented by Wecudos Services except for data reports
and outcomes findings that we provide to help you with your marketing efforts (and without limiting the generality of this provision, not to obscure any copyright or similar notice published by Us);
not to reverse engineer or to attempt to amend, copy or emulate any part of Wecudos Services and not to attempt to gain unauthorised access to Wecudos Services or any connected system (and to use all reasonable endeavours to prevent any unauthorised access to, or use of, Wecudos Services);
not to use Wecudos Services to facilitate any illegal activity or do anything that may be contrary to the interests or expressed wishes of any Client;
(except to the extent We expressly agree in writing) not to onward provide any service facilitated by Wecudos Services to any third party (other than provision of information to end users of the fleet managed by You); or
not to disclose any information which is confidential to Us or any of Our software or processes and not to seek (whether
directly or indirectly) to circumvent Our interests or to deploy or use (or assist another to deploy or use) information or processes learned by You as a result of Your dealings with Us or the Wecudos Services.
Protections: Software provided by Us may contain license keys, disabling code and other mechanisms intended to ensure that the permitted number of users, assets or transactions and/or term will not be exceeded. You undertake that You will not, and will not allow any third party to, take any action to disable, emulate or otherwise circumvent or render less effective any such protective mechanism (and to notify Us if You become aware of any insecurity or vulnerability that the relevant mechanism may not protect
against). You also undertake not to disassemble, reverse engineer or emulate any software or function that We make
variable to You and not to remove or interfere with any copyright and other proprietary notices on any software We provide to You. You may retain a single copy of any software We provide to You for implementation in the case of disaster recovery only (and shall return or destroy any other copy). The retained single copy shall not be operated except in circumstances of implementation of a disaster recovery programme (or preparation for such implementation).
Authorisations: You are solely responsible for obtaining, and maintaining all requisite authorisations required for You to operate Wecudos Services or any software that We make available to You and for complying with all rules and laws applicable to You
and Your business.
Audit: To assist Us to protect Our rights, You agree that Our representatives may enter Your premises to audit and inspect Your use of any software to ensure compliance with this agreement. We agree to conduct such audit and inspection in a manner that is not calculated to interrupt Your operations.
The Wecudos services are provided subject to these Wecudos User Terms. Invoices will be raised at the end of each month by reference to the number of separate Transactions processed during the relevant month. All payments must be by direct debit or other variable automated payment system. All charges subject to VAT (and other sales taxes) at the applicable rate. All charges subject to adjustment in accordance with this Wecudos User Terms.
Tier 2: Up to 500 £0.40p/client/month (£200/month)
Tier 3: Up to 2000 £0.30/client/month (£600/month)
Enterprise: Over 2001 £0.25-0.15/client/month (Custom pricing on an individual basis)
Calculation of fees: You will be charged in concordance with the number of active clients you are managing on the Wecudos platform. A client is deemed active after they have been successfully engaged via our communication channels or data tracking facilities. You will be notified in advance once you are approaching the upper limit for your chosen tier and Wecudos provides additional support and on boarding services to help you during each growth phase (active client will be referred to as “Client”). Initially You shall start at the lowest volume band stated in the Order Form (if there is no such Order Form Our standard pricing). You agree to pay the monthly minimum subscription and amount per Client stated in the “Charges” section of the Order Form (or, if none, standard pricing) applicable to the volume band that You select.
Fees: You agree to pay Us the fees as calculated by Us each month (such calculation to be in accordance with the current charges
agreed by Us at the outset or other charging mechanism stated on the Wecudos pricing web page from time to time). Minimum
subscription fees may be invoiced by Us monthly in advance, with excess fees being invoiced as incurred. Where We are obliged to charge VAT (or other sales tax) this shall be added to the fees at the applicable prevailing rate.
Payments: All fees invoiced by Us to You are payable by You within 14 days of Our notifying You of the amount due. Payment by
variable automated payment mechanism is preferred. Interest on late payment may be charged as described in clause 4.6.
Changes to fees: We may change the amounts charged to You at any time (but You may be entitled to terminate as
provided in clause 6.2). We shall give You at least one month’s notice if We intend to change any of the amounts payable by You while You continue to use Wecudos Services.
Additional fees: Wecudos provides additional consultancy, product development and data analytics services. If you ask us to provide additional development or support services, these will be charged as additional extras (upon agreement) to the services defined in the terms above
Payment terms: Amounts payable pursuant to this agreement are non-cancellable and non-refundable. If We have not received a payment by the due date then We may (without prejudice to any other rights and remedies that We may have and without liability to You) disable all Your access to all or any part of Wecudos Services. You agree (notwithstanding any action taken by Us pursuant to this clause 4.6) to pay compensation and interest (at the rate provided for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998) in respect of invoices not duly paid.
Cap on liability: Subject to clause 5.2 and clause 5.3:
We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
the total aggregate liability that We have arising in connection with any type of loss suffered by You shall be limited to the net
of VAT, GST and other tax amount received by Us from You in respect of the month in which the relevant loss is first suffered.
Express representations etc only: Except as expressly and specifically provided in this agreement all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
Non-excluded liabilities: Nothing in this agreement excludes Our liability:
5.3.1 for death or personal injury caused by Our own negligence;
5.3.2 for Our own fraud or fraudulent misrepresentation; or
5.2.3 to the extent that law provides that any liability may not be excluded.
Your breach: You agree to indemnify Us against all damages and expenses directly or indirectly suffered as a result of Your breach of any provision of this agreement.
Term and termination
Termination on notice: This agreement has immediate effect and continues until either party gives the other one months’ written notice of termination ending on the end of a month falling after first anniversary of the end of the month in which You start to use the Wecudos Services.
Early termination: We may terminate this agreement immediately if We believe that You have breached its terms or You
give Us notice to terminate. You may terminate this agreement by giving Us at least six months’ written notice within one month of Our notifying You pursuant to clause 4.4 of a price increase (other than any “pass-through” increase) that is more than 2% above the increase in the Retail Prices Index published by the Office for National Statistics of the United Kingdom Government (calculated
since the date of the last increase to Our standard prices), if You give Us such notice the notified increase shall not apply to You during the notice period. For these purposes a “pass though” increase is an increase that We are obliged to pay any of Our suppliers or for any services that We use.
Effect of termination: On termination of this agreement for any reason all licences granted by Us under this agreement shall immediately terminate and We may destroy or otherwise dispose of any of Your data in Our possession. 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.
Force majeure: We shall have no liability to You under this agreement if We are prevented from or delayed in performing its obligations under this agreement, or from carrying on business, by events beyond Our reasonable control.
Variation: No variation of this agreement shall be effective unless it is in writing and approved by the parties.
Publicity: You may not make any public comment about this agreement without Our prior written consent. You agree at Our request to act as a reference site for Us. We may promote the fact that You use Wecudos Services.
Entire agreement: This agreement constitutes the whole agreement between You and Us in relation to the provision of the Wecudos Services and supersedes any previous agreement between You and Us relating to the same subject matter. You acknowledge and agree that in entering into this agreement You do 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.
Assignment: You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this agreement. We may assign Our rights or obligations under this agreement.
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).
No IP transfer: Nothing in this agreement operates to transfer any intellectual property rights between the parties.
7.8 Third party rights: Save as provided in clause 7.11, 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.
Third party changes: We will not be held accountable for changes, updates and refinements made to the third party communication platforms hosted by Wecudos.
Non-solicitation: You agree that until 12 months after termination of this agreement You shall not:
7.10.1 directly or indirectly (and whether solely or jointly with or on behalf of any other person) solicit or entice away, or
attempt to solicit or entice away, or employ or retain to provide any service any person (or corporation) employed or retained by Us (whether or not such person or corporation would commit a breach of contract by reason of accepting the solicitation). If You do so (otherwise than as a result of a public advertisement) then You shall be obliged to pay to Us an amount of not less than the gross cost to Us of the retaining that person or corporation in the 12 months prior to the solicitation or breach being made; and
7.10.2 invest in, support or use a service or product that is intended to compete with, or actually competes with, the Wecudos Services.
Interpretation: References in this agreement to Us, We or Our in the context of obligations owed to Us or rights or entitlements conferred on Us shall at the election of Wecudos Limited be deemed to include reference also to any sub-contractor nominated by Us or any company which is a subsidiary undertaking or a parent undertaking of Ours or any company which is a subsidiary undertaking of any such parent undertaking (“parent undertaking” and “subsidiary undertaking” having the meanings given to them in section 1162 of the Companies Act 2006) and to the staff and officers of each of them. The so-called sui generis rule shall not apply to construction of this agreement, so words such as “including” or “include” (and the words following those words) shall not be construed to limit the generality of the words preceding them.
Notices: We may give You notice by alert notification through Wecudos Services. Any other notice required to be given by You under this agreement shall be in writing and may be given by hand, pre-paid first-class post or recorded delivery post to the other party at its registered office address.
Governing law: This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, and You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any
such dispute or claim.