Terms & Conditions
Last Updated 30th November 2015
Thanks for using our Services.
Wesley Healthcare Limited provides software and other services to medical practitioners and their employers.
If You browse any of our Websites or use any of our Services You agree to comply with and be bound by these Terms. These Terms are binding on any use of the Service and apply to You from the time that Wesley Healthcare Limited provides You with access to the Service.
These Terms are not intended to answer every question or address every issue raised by the use of the Service. It is Your obligation to ensure that You have read, understood and agree to the most recent Terms.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
Wesley Healthcare reserves the right to change these Terms at any time and you are bound by such changes.
means Wesley Healthcare Limited, a company registered in England and Wales whose registered office is Wesley Healthcare Limited, 89 Columbia Close, Gloucester GL1 3DQ with company number 09372869.
means any data input or imported by You or with Your authority into the Website.
“Intellectual Property Rights”
means any registered or unregistered design rights, patents, copyright, database rights, data protection rights, trademarks, service marks, moral rights, know-how and any other intellectual or industrial property rights, anywhere in the world.
means any partner as defined in clause 12 of this agreement.
means the online software services made available (as may be changed or updated from time to time by Wesley Healthcare) via the Website.
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
means the monthly or annual subscription fee (excluding any taxes and duties) payable by You in accordance with the pricing set out on the Website (which Wesley Healthcare may change from time to time).
means the Terms and Conditions of Use herein.
means any of the images, written material, databases, software or other material available at any website owned or operated by Wesley Healthcare.
means the Subscriber. “Your” has a corresponding meaning.
2. Access Conditions
2.1 Wesley Healthcare grants You the right to access and use the Website and Services with the user roles according to your Subscription. This right is non-exclusive and non-transferable and is limited by and subject to this agreement. You must only use the Website and Services for your own lawful purposes.
2.2 You will ensure that all usernames and passwords required to access the Website are kept secure and confidential. You will immediately notify Wesley Healthcare of any unauthorised use of your passwords or any other breach of security and Wesley Healthcare will reset your password.
2.3 When accessing and using the Website You must:
a) not attempt to undermine the security or integrity of Wesley Healthcare computing systems or networks or the Website;
b) not use, or misuse, the Website in any way which may impair the functionality of the Website or Services, or impair the ability of any other user to use the Website or Services;
c) not attempt to gain unauthorised access to the computer system on which the Website is hosted or to any materials other than those to which you have been given express permission to access;
d) 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);
e) not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Services, Website or any software applications included in the Website, as part of the Website, and for the purposes made available on the Website only;
f) only access the Website manually. The use of automated agents, robots, or automated software, other than search engine spiders, to view the site is forbidden;
g) not attempt to build a copy of our Data.
3. Intellectual Property Rights
3.1 All Intellectual Property Rights in all the material which comprises the Website including, but not limited to, design, structure, layouts, graphical images and underlying source code belongs to Wesley Healthcare. All rights are reserved.
3.2 You acknowledge that, except as otherwise agreed between the parties in writing, all Intellectual Property Rights of Wesley Healthcare and the Website shall remain with Wesley Healthcare.
3.3 If you submit any content to any public area of Wesley Healthcare systems, including blogs, message boards, and forums, you must ensure that such material is not defamatory or offensive, untrue, racially offensive or an incitement to racial hatred or otherwise in breach of an individual’s right to privacy or human rights or actionable in law in any jurisdiction. In the event that you do submit such material to the Website, Wesley Healthcare reserves the right to remove it without reference to you and co-operate with any investigation by the authorities or court order relating to it, any and all consequences that may directly or indirectly follow will be entirely your responsibility not the responsibility of Wesley Healthcare. You agree to indemnify and hold Wesley Healthcare harmless from any action or consequences that may arise in such circumstances, including any claims by third parties.
3.4 By submitting content to any public area of Wesley Healthcare systems, including blogs, message boards, and forums, You grant Wesley Healthcare a royalty-free, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also permit any subscriber to access, display, view, store and reproduce such content for personal use.
3.5 By submitting content You warrant that You are entitled to and have all necessary Intellectual Property Rights over that content.
4. Trademark Notice
4.1 RE-MONITOR™ and the logo are trademarks of Wesley Healthcare.
5. Data Protection
5.1 Wesley Healthcare may place information concerning You on a database of internal use only. Wesley Healthcare will never disclose your details to any third party unless required to by law, unless specifically instructed to the contrary by the User.
6. Third Party Websites, Goods and Services
6.1 Wesley Healthcare provides content from and links to third party websites that are not affiliated with or endorsed by Wesley Healthcare (although Wesley Healthcare branding, advertisements or links may appear on these websites) and Wesley Healthcare may send e-mail messages to You containing advertisements or promotions including links to third parties. Wesley Healthcare has no responsibility for the content of a linked website and makes no representation as to the quality, suitability, functionality or legality of any third party websites which we link to, or to any goods and services available from such websites.
6.2 All matters concerning goods and services that you purchase from a third party website including all contract terms are solely between You and the owner of that website. Wesley Healthcare will not be liable for any costs or damages to You or any third party arising directly or indirectly out of any third party website. You hereby waive any claim You might have against Wesley Healthcare with respect to any such websites. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.
7. Disclaimer of Warranties
7.1 You acknowledge that:
a) You are authorised to access and use the Website;
b) If You are using the Website on behalf of or for the benefit of any organisation then Wesley Healthcare will assume that You have the right to do so. The organisation will be liable for your actions including any breach of these Terms;
c) You warrant that where You have registered to use the Website on behalf of another person You have the authority to agree to these terms on behalf of that person and agree that by registering to use the Website 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 these terms without limiting your own personal obligations under these terms.
d) The provision of, access to, and use of, the Website is on an “as is, where is” basis and at your own risk;
e) Wesley Healthcare does not guarantee the availability of the Website or services offered on the Website and does not warrant that the use of the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Website, 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 Website. Wesley Healthcare is not in any way responsible for any such interference that prevents your access or use of the Website.
f) It is your sole responsibility to determine that the Website meets the needs of You or your business.
g) You remain solely responsible for complying with all applicable laws. It is your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
h) Wesley Healthcare reserves the right to revise, change, modify, delete or suspend the content of any part of the Website and/or any of the services it provides on the Website without notice at any time in its sole discretion.
7.2 Wesley Healthcare gives no warranty about the Website including as to its accuracy, adequacy or completeness. Without limiting the foregoing, Wesley Healthcare does not warrant that the Website will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law including, without limitation, warranties of merchantability, fitness for purpose, title and non-infringement.
7.3 You warrant and represent that You are acquiring the right to access and use the Website and agreeing to these Terms 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 Website or these Terms.
8. Application Performance
8.1 Wesley Healthcare denies all liability for the timely operation of the Website when used within an Internet environment, where You or a third party is providing the computer equipment upon which the product is to reside or depend upon for any part of its functionality.
8.2 By accepting these Terms You confirm your understanding that the timely operation of the Internet and the World Wide Web is governed by constraints beyond the control of Wesley Healthcare. You accept that Wesley Healthcare is not liable for the perceived slow operation of the Website.
9.1 Wesley Healthcare may offer a free trial which will allow You to assess if the Website is satisfactory for your purpose.
9.2 Subscription Fees automatically recur either monthly or annually depending on your subscription package. Subscription Fees begin on your first payment date and are payable in advance of each subscription period. Different Subscription Fees may include access to different Services.
9.3 Your subscription is activated by providing the information required on the Profile page. You will pay Wesley Healthcare or Wesley Healthcare’ distributor (as directed by Wesley Healthcare) the charge for the Subscription Fees by credit/debit card at the time of order.
9.4 No refund will be given for the cancellation or termination of a subscription.
9.5 A subscription can be cancelled at any time by terminating your Service. When a subscription is cancelled no further payment will be taken by Wesley Healthcare.
9.6 If a subscription is cancelled for any reason and Subscription Fees prior to the cancellations date remain unpaid, You will be liable to pay all outstanding Subscription Fees to Wesley Healthcare.
9.7 You must cancel Your Service. Wesley Healthcare will not accept instructions to do so. This is to ensure against fraudulent requests to terminate Services.
9.8. Pricing of Services is advertised on the pricing and subscription pages of each Service Website.
10. Termination & Remedies
10.1 Wesley Healthcare is entitled to restrict, suspend or terminate your subscription or deny You access to the Website without notice in its sole discretion.
10.2 Wesley Healthcare shall be entitled to disclose your user identity and details if required or requested by the courts or other law enforcement authorities and/or agencies or in such other circumstances as Wesley Healthcare in its sole discretion considers reasonably necessary or appropriate.
11.1 You indemnify Wesley Healthcare against all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation You may have to Wesley Healthcare, including but not limited to any costs relating to the recovery of any Subscription Fee that have not been paid by You.
11.2 Your use of any information or materials on this Website is entirely at your own risk, for which Clear Books shall not be liable. It shall be your responsibility to ensure that the Website, its products, services and information, meet your specific requirements.
12.1 Wesley Healthcare may partner with other professional service providers. Partners are not endorsed or approved by Wesley Healthcare and Wesley Healthcare is not responsible for the quality of their service. It is Your responsibility to vet Partners for the service you require from them.
13. Referral scheme for Wesley Healthcare users
13.1 Wesley Healthcare may run affiliate schemes for our Services whereby Subscribers can receive a benefit if you refer our Services to a third party who signs up and pays for the Services. We reserve the right to alter the terms of our affiliate schemes at any time.
13.2 Wesley Healthcare reserves the right to remove You from the affiliate scheme at any time and refuse payment of any monies owed. Reasons for such action include using spam techniques to promote Your affiliation.
13.3 Partners are not eligible to participate in our affiliate schemes.
14. Data Ownership
14.1 Ownership of the underlying data and right to access belongs to the account payer where the account payer is an owner or shareholder of the organisation to which the data relates. If the account payer is not an owner or shareholder of the organisation, for example a Partner, then the data ultimately belongs to the owner or shareholder of the organisation to which the data relates.
14.2. You will indemnify Wesley Healthcare against any claims or loss relating to:
i. Wesley Healthcare’s refusal to provide any person access to Your information in accordance to these Terms,
ii. Wesley Healthcare’s making available information or Data to any person with your authorisation
14.3 Access to the data is contingent on full payment of the Subscription Fee when due. You grant Wesley Healthcare a licence to use, copy, transmit, store and back up Data for the purposes of enabling You to access and use the Website and for any other purpose related to the provision of any services to You.
14.4 You must maintain copies of all data inputted into the Website. Wesley Healthcare adheres to its best practice, policies and procedures to prevent data loss, including a daily system data back-up regime but does not make any guarantees that there will be no loss of data. Wesley Healthcare expressly excludes liability for any loss of data no matter how caused.
14.5 If You enable third-party applications for use in conjunction with the Website, You acknowledge that Wesley Healthcare 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 Website. Wesley Healthcare shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
15. Limitation of Liability
15.1. To the maximum extent permitted by law, Wesley Healthcare excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss, but not limited to, of information, Data, profits, savings, business or business opportunities, or goodwill) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website even if Wesley Healthcare is advised of the possibility of such loss or damage.
15.2. If You suffer loss or damage as a result of Wesley Healthcare’ negligence or failure to comply with these Terms that is not excluded by clause 14.1, any claim by You will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fee paid by You in the previous 12 months.
15.3. If any loss is caused by You or by a third party given a right of access to the Website by You, Clear Books shall have no liability for that loss.
15.4. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms.
16.1 Wesley Healthcare aims to (i) respond to all software support queries within 2 hours of them being raised between Monday and Friday 8am - 5pm, and to (ii) respond to all software support queries within 8 hours of them being raised on weekends and bank holidays between 9am and 5pm but does not warrant that this will be the case.
16.2 Support is not intended to deal with any questions relating to healthcare services. Our support agents will only help You learn how to use our Services.
16.3 The support service is intended to provide timely, informal help and as such any reliance placed upon it is at Your risk. To the fullest extent permissible by law Wesley Healthcare does not accept any responsibility for the opinions or statements expressed by its support agents. Without this limitation of liability we would not be able to provide this service.
16.4 You agree that Wesley Healthcare employees will from time to time be required to access Your Data for legitimate business purposes, such as to assist You with a support query or to investigate or resolve an issue raised by You.
16.5 Wesley Healthcare reserves the right to withdraw support from You if You send malicious, offensive or illegal support requests, or Your usage of the support service is excessive. The meaning of the terms “malicious”, “offensive” and “excessive” is to be determined at Wesley Healthcare’s sole discretion.
17. Custom Accelerated Development
17.1 By paying for a Custom Accelerated Development project you acknowledge that you are paying for the prioritisation of development work only. You will have no rights to the Intellectual Property Rights created or advanced as a result of your payment.
For clarification, all Intellectual Property Rights as outlined in Clause 3 will apply to any and all Custom Accelerated Development work.
17.2 After a period of one month from the estimated completion date You agree that no further development work will be expected of Wesley Healthcare. Any further development work required after this period would require re-negotiation for which You would be charged.
18. Force Majeure
18.1 Neither party is liable for delay in meeting its obligations due to any cause outside its reasonable control including acts of god, riot, war, malicious acts of damage, fires, electricity supply failure, Government authority.
19.1 Should any provision of these Terms be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. If any provision is determined to be unenforceable, You agree to a modification of such provision to provide for enforcement of the provision’s intent, to the extent permitted by applicable law.
20. Absence of Waiver
20.1 Any failure or delay by Wesley Healthcare to enforce any of the Terms or to exercise any right under the Terms will not be construed as a waiver to any extent of its rights.
21. Right to Assign
21.1 Wesley Healthcare may assign its rights and obligations under these Terms and upon such assignment Wesley Healthcare shall be relieved of any further obligation under these Terms. You may not assign or transfer any rights or obligations to any other person without Wesley Healthcare’s prior written consent.
22. Entire Agreement
23.1 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 these Terms. Neither party will, without prior consent of the other, disclose or make any confidential information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
24. Rights of Third Parties
24.1 A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
25.1 Any notice given under these Terms by either party to the other must be by email and will be deemed to have been given on transmission. Notices to Wesley Healthcare must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Wesley Healthcare. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
26. Governing Law and Jurisdiction
26.1 Your use of the Website and Services and any terms governing such use of the Website and Services are subject to the laws of England and Wales and you agree to submit to the exclusive jurisdiction of the English courts.