Medesk SaaS Terms of Service
Updated 17 September 2021.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND MEDESK LIMITED. PLEASE CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO REGISTERING TO USE THE SERVICE OFFERED ON THIS WEBSITE OPERATED BY MEDESK LIMITED.
Welcome to Medesk, an online medical practice management service that provides advanced technical integrations (e.g. Website Integration, Online Booking, Labs, etc.), comprehensive reporting and easy-to-use management workflows.
By registering to use the Service you acknowledge that: (i) You have read and understood the terms of the Agreement; (ii) the terms of the Agreement shall apply to Your use of the Service as soon You are provided access to the Service; (iii) You have the authority to act on behalf of any person for whom You are using the Service; and You are deemed to have agreed to the terms of the Agreement on behalf of any entity for whom you use the Service.
"Confidential Information" - includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data" - means any data inputted by You or with Your authority into the Service.
“DPA” - means the data processing agreement of Medesk, as amended from time to time.
"Fee Schedule" - means the information relating to subscriptions and billing set out on the Medesk subscription and billing pages on the Website, or any other page(s) on the Website notified by Medesk, which may be updated or amended by Medesk from time to time.
“Feedback” - means feedback, innovations or suggestions created by you, subscribers or Invited Users regarding the attributes, performance or features of the Service.
“Force Majeure” - means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, pandemic, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, including without limitation where Medesk ceases to be entitled to access the Internet for whatever reason, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
"Intellectual Property Right" - means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world.
"Invited User" - means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
"Medesk" - means Medesk Limited, which is a limited liability company registered in England with company number 10118056, with its registered office at 3rd Floor, 207 Regent Street, London W1B 3HH, United Kingdom, and all current and future global subsidiaries of Medesk Limited and members of the Medesk group.
"Service" - means the online medical practice management services made available (as may be changed or updated from time to time by Medesk) via the Website.
“Statistical Data” - means aggregated, anonymised data derived from You, Subscriber’s or Invited User’s use of the Service which does not include any personal data or Confidential Information.
"Subscriber" - means the person who registers to use the Service, and, where context permits, includes any entity on whose behalf that person registers to use the Service.
"Website" - means the Medesk website located at the domain www.medesk.co.uk or any other website operated by Medesk from which the Service is made available.
"You" - means the Subscriber, and where context permits, an Invited User. "Your" has a corresponding meaning.
Medesk grants You a non-exclusive, non-transferable, revocable right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type during the term of this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- The Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
- The Subscriber is responsible for all Invited Users’ use of the Service;
- The Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and
- If there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
No right to modify, adapt, or translate the Service or create derivative works from the Service is granted to You. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that You have any right to obtain source code for the software comprised within the Service.
The Service is provided and may be used solely by You as part of Your website/desktop architecture. Except as specifically stated in this Agreement, You may not: (i) lease, loan, resell or otherwise distribute the Service save as permitted in writing by Medesk; (ii) use the Service to provide ancillary services related to the Service; or (iii) permit access to or use of the Service by or on behalf of any third party.
Medesk may suspend access to the Service and Website, or portion thereof, at any time, and terminate your account if: (i) in its sole reasonable discretion, the integrity or security of the Service is in danger of being compromised by acts of You, the Subscriber or Invited Users; (ii) You, the Subscriber or Invited or in breach of any terms of this Agreement; or (iii)You fail to pay any Access Fee in full when due.
3. Your Obligations
1. Fees, Invoicing and Payment Obligations
An invoice for the Access Fee will be issued in accordance with the details set out in the Fee Schedule. Medesk will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 9.
All Medesk invoices will be sent to You, or to a billing contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for the payment of all taxes and duties in addition to the Access Fee.
Where payment of any Access Fee is not received by the due payment date, Medesk is entitled to charge interest on the overdue amounts at the applicable statutory rate and reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.
2. General Obligations
You must only use the Service and Website for Your own lawful internal business purposes in accordance with the terms of the Agreement. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
3. Authorised Use Conditions
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Medesk of any unauthorized use of Your passwords or any other breach of security. Medesk will reset Your password and You must take all other actions that Medesk reasonably deems necessary to maintain or enhance the security of Medesk's computing systems and networks and Your access to the Service.
When accessing and using the Service, You must:
- Not attempt to undermine the security or integrity of Medesk's computing systems or networks or, where the Service is hosted by a third party, that third party's computing systems and networks;
- Not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
- Not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;
- Not transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs or attempt any other source code derivation of the software used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.
4. Usage Limitations
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Medesk’s application programming interface. Any such limitations will be advised to you in writing.
5. Communication Conditions
If You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Service or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Medesk is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Medesk does reserve the right to remove any communication at any time at its sole discretion.
You shall defend, indemnify and hold Medesk and its employees, sub-contractors or agents harmless from and against any cost, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement or breach by You of any Intellectual Property Rights with respect to use of the Service or Website outside the scope of this Agreement; (ii) any access to or use of the Service or Website by Subscribers or Invited Users in breach of the terms of this Agreement; and (iii) use by Medesk of any Data or information provided by You, a Subscriber or Invited User, used by Medesk in providing the Service or Website; and (iv) Your breaches of data protection law or regulations or the terms of the DPA; and Medesk shall be entitled to take reasonable measures to prevent the breach from continuing. g
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information of the other party available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.
- Each party's obligations under this clause will survive termination of this Agreement.
- The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party that lawfully acquired it and that is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;
- is independently developed without access to the Confidential Information; or
- is required by law to be disclosed. .
- Either party may disclose the Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
2. Data Protection and Privacy
Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
To the extent that personal data is processed when You, a Subscriber or Invited User use the Service or Website, the parties acknowledge that Medesk is a data processor and You are a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
If a third party alleges infringement of its data protection rights, Medesk shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
5. Intellectual Property
All rights and title to, and all Intellectual Property Rights to the Service, the Website and any documentation relating to the Service remains the property of Medesk (or its licensors). No interest or ownership in the Service, the Website, the Intellectual Property Rights or otherwise is transferred to You under this Agreement. You are not allowed to remove any proprietary marks or copyright notices from the Service. If all or any part of the Service becomes, or in the opinion of Medesk may become, the subject of a claim or suit of infringement, Medesk at its own expense and sole discretion may: (i) procure for You the right to continue to use the Service or the affected part thereof; or (ii) replace the Service or affected part with other suitable non-infringing service(s); or (iii) modify the Service or affected part to make the same non-infringing.
Medesk shall have no obligations above to the extent that a claim is based on: (i) the combination, operation or use of the Service or Website with other services or software not provided by Medesk, if such infringement would have been avoided in the absence of such combination, operation or use; or (ii) use of the Service or Website in any manner inconsistent with the terms of this Agreement; or (iii) Your negligence or wilful misconduct.
2. Ownership of Data
All rights and title to, and all Intellectual Property Rights to, the Data remain Your property and You and have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data. You grant Medesk a non-exclusive, non-transferable, royalty free licence to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to the provision of the Service to You.
3. Backup of Data
You must maintain copies of all Data inputted into the Service. Medesk adheres to its best practice policies and procedures to prevent data loss, including a daily system data backup regime.
4. Third-party Applications and Your Data.
If You enable third-party applications for use in conjunction with the Service, You acknowledge that Medesk may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. Medesk shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
5. Feedback and Statistical Data
You assign all rights, title and interest in any Feedback to the Medesk.
You grant Medesk the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting Medesk from using the Statistical Data for business and/or operating purposes, provided that Medesk does not share with any third party Statistical Data which reveals the identity of a Subscriber, You or an Invited Users or their Confidential Information.
6. Warranties and Acknowledgements
You warrant and represent that where You have registered to use the Service on behalf of another person, You have the authority to agree to the terms of this Agreement on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of this Agreement, without limiting Your own personal obligations under this Agreement.
You warrant and represent that:
You are authorized to use the Service and the Website and to access the information and Data that You input into the Service, including any information or Data input into the Service by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else).
Medesk has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorizing any person who is given access to information or Data, and you agree that Medesk has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
- You will indemnify Medesk in full against any claims or loss relating to:
- Medesk's refusal to provide any person access to Your information or Data in accordance with this Agreement,
- Medesk’s making available information or Data to any person with Your authorization.
All third party content or information provided by Medesk via the Service or Website, for example prices is provided “as is”. Medesk provides no warranties in relation to such content or information and shall have no liability whatsoever to the You for Your use or reliance upon such content or information. You acknowledge that the Service should not be used for high risk applications where precise locations or features on maps are essential to You, Subscribers of Invited Users, for example use of the Service by the emergency services.
Medesk does not warrant that the use of the Service will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Medesk is not in any way responsible for any such interference or prevention of Your access or use of the Service.
It is Your sole responsibility to determine that the Service meet the needs of Your business and are suitable for the purposes for which they are used.
You remain solely responsible for complying with all applicable laws when using the Service or Website. It is Your responsibility to check that storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
3. No Warranties
Without limiting the foregoing, Medesk does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law.
4. Consumer Guarantees
You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or this Agreement.
7. Limitation of Liability
Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by any negligent act or omission or wilful misconduct.
Excluding any indemnity, in no event shall either party be liable to the other whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. “Consequential Loss” shall mean: (i) pure economic loss; (ii) losses incurred by any third party; (iii) loss of profits (whether categorised as direct or indirect loss); (iv) losses arising from business interruption; (v) loss of business revenue, goodwill or anticipated savings; and (vi) losses whether or not occurring in the normal course of business, wasted management or staff time.
Subject to clauses 7.1 and 7.2, the total liability of Medesk to You in aggregate (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall be limited to one hundred (100) per cent of the total Access Fees (excluding any VAT, duty, sales or similar taxes) paid by You to Medesk during the twelve (12) month period prior to the date on which such claim arose. If the duration of the Agreement has been less than twelve (12) months, such shorter period shall apply.
You shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Subscribers or Invited Users who access the Service or Website as if such acts, omissions or negligence had been committed by You.
In no event shall You raise any claim under this Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement.
The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.
1. Trial Policy
When You first sign up for access to the Service, You can evaluate the Service under the defined trial usage conditions, with no obligation to continue to use the Service. If You choose to continue using the Service thereafter, You will be billed when You first add Your billing details into the Service as set out in more detail in the Fee Schedule. If You choose not to continue using the Service, You may delete Your organization by submitting a support request using the Service.
2. Prepaid Subscriptions
Medesk will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription where this Agreement is terminated prior to the expiry of the prepaid period for any reason.
3. No-fault Termination
This Agreement will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period, this Agreement will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates this Agreement by giving at least one month’s advance written notice. If You elect to terminate this Agreement by providing one month's advance written notice, You shall be liable to pay all relevant Access Fees up to and including the effective date of termination of the Agreement.
- Breach any of term of this Agreement and do not remedy the breach within 14 days after receiving notice of the breach, if the breach is capable of being remedied;
- Breach any term of this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed to any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Medesk may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Service and the Website immediately upon giving you notice;
- Suspend for any definite or indefinite period of time, Your use of the Services and the Website immediately upon giving you notice;
- Suspend or terminate access to all or any Data immediately upon giving you notice, but subject to the provisions of the DPA in respect of personal data; and/or
- Take either of the actions in sub-clauses (4), (5) and (6) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined within the Service) is not made in accordance with the requirements set out in the Fee Schedule, Medesk may suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data, subject to the provisions of the DPA in respect of personal data.
5. Accrued Rights
Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
- Remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- Immediately cease to use the Service and the Website.
6. Expiry or Termination
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 and all clauses which by their nature should continue after termination shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect.
Upon termination of this Agreement: (i) Medesk shall immediately cease providing the Service to You and all licences granted hereunder shall terminate; (ii) You shall promptly pay Medesk all unpaid Fees for the remainder of the term;(iii) at Your option following receipt of a request from You, Medesk shall delete (in accordance with the terms of the DPA) or return all personal data stored in Medesk’s database in a machine readable format, free of charge, provided that such request is made within 30 days of termination. If You require any personal data to be returned in a different format Medesk reserves the right to charge for this additional service on time and materials basis
9. Help Desk
1. Technical Problems
In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting Medesk. If You still need technical help, please check the support provided online by Medesk on the Website or failing that email us at email@example.com.
2. Service Availability:
Whilst Medesk uses its best endeavours to make the Service available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Medesk has to interrupt the Service for longer periods than Medesk would normally expect, Medesk will use reasonable endeavours to publish in advance details of such activity on the Website.
1. Entire Agreement
This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof. .
If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to Force Majeure. This clause does not apply to any obligation to pay money. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under the Agreement and where a Force Majeure event last more than 30 days either party may give notice to terminate the Agreement.
4. No Assignment
You may not assign or transfer any rights to any other person without Medesk's prior written consent.
5. Relationship between the parties
Medesk and You are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
6. Invalid provisions
Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions
7. Prevails clause
8. No Third Party Rights
Nothing contained in this Agreement is intended to be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
Notices to be sent under this Agreement, must be in writing by email and will be deemed to have been given on transmission. Notices to Medesk must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Medesk. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
Medesk may change or modify the terms of this Agreement upon giving You 14 days notice via email. All changes shall be deemed to have been accepted unless You terminate the Agreement prior to the expiry of the 14 day period.
11. Governing Law and Jurisdiction
This Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.