These terms and conditions (Terms of Service) cover your use of the Services. Undertaking a 30-day free trial or subscribing to a paid plan constitutes acceptance of these Terms of Service. Our Privacy Policy is incorporated by reference into these Terms of Service. Please read these Terms of Service carefully before using the Services.
Contract refers to the contract between you and us for the supply of the Services in accordance with these Terms of Service.
Us, Our, We or Company refers to Pathway Software (UK) Limited, a company registered in England with company registration number 06844098, whose registered office is at 85 Watergate Street, Chester, CH1 2LF. Our VAT Number is 948 3831 85.
Data Protection Legislation refers to the UK Data Protection Legislation and any other European Union legislation relating to Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
UK Data Protection Legislation refers to all data protection and privacy legislation in force from time to time in the United Kingdom, including the General Data Protection Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Data Controller, Data Processor, Data Subject shall have the meanings given to them in Data Protection Legislation.
Patients refers to the Customer's patients.
Patient(s) Data refers to Personal Data of Patients, including clinical notes, assessments.
Personal Data refers to any information relating to an identified natural person that is processed by the Company as a result of, or in connection with the provision of the Services or the Site; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, 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 natural person.
Intellectual Property Rights refers to patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
Maintenance Release refers to release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a new version.
Privacy Policy refers to our privacy policy which can be accessed at https://www.writeupp.com/privacy.
Standard Contractual Clauses (SCC) refers to the European Commission's Standard Contractual Clauses for the transfer of Personal Data to processors established in third countries (controller-to-processor transfers) as set out in the Annex to Commission Decision 2010/87/EU.
You Your or Customer refers to your organisation.
WriteUpp or the Software refers to the software provided and developed by the Company which may be supplied to you, as well as all associated services, including any software updates which are supplied to the Customer during this Agreement, emails we send, social media accounts, and any websites or other line services provided by the Company in connection with the software.
Staff refers to either party's respective employees, workers, agents and subcontractors.
Site means the Company's website at https://www.writeupp.com.
Your order constitutes an offer to purchase the Services in accordance with these Terms of Service.
Your order will be deemed to be accepted when we allow you to use the Services upon subscribing for the Services whether on a full or a Trial basis at which point a Contract shall come into existence.
These Terms of Service apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms of Service and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms of Service.
We only use any Personal Data we collect about you through your use of WriteUpp and the Services in the ways set out in our Privacy Policy.
Where you are a Customer of the Company, we will be the Data Controller in respect of certain Personal Data which you and your Staff may supply to us or that we collect from you which relates to you and your Staff (Customer Data).
Pathway Software (UK) Limited of 85 Watergate Street, Chester, England, CH1 2LF (registered in England and Wales with company number 06844098) is the Controller in respect of Customer Data.
As Data Controller, we determine the purposes for which and the manner in which Customer Data is, or is to be, processed. In this policy, we describe the types of processing we may undertake with respect to Customer Data.
Where you or your Staff are responsible for the input of Patient Data which may be collected, stored and processed as a result of your use of the Services and WriteUpp, you will be the Data Controller. The Company will be a Data Processor only.
In cases where you are collecting, storing and processing Patient Data you will determine the purposes for which and the manner in which that Personal Data is, or is to be processed. You will also be responsible for:
Patient Data is to be distinguished from Customer Data which the Company has collected from you (our Customer). For example, you may have agreed to our collection, use, transfer and storage of Customer Data (including data of your Staff) for the Company's own business purposes including credit checks, administration of contractual arrangements, sales and marketing.
The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Patient's Personal Data via WriteUpp for the duration of use and purposes of the Services. The Customer acknowledges that for the purposes of the Data Protection Legislation, the Customer will be the Data Controller and that the Company is the Data Processor in respect of such Patient(s) Data.
The Company shall, in relation to any Patient(s) Data processed in connection with the performance by the Company of the Services:
The Customer hereby authorises the Company to transfer the Patient Data outside the UK provided all transfers by the Company of the Patient Data shall be (to the extent required under Data Protection Legislation) effected by way of the following “Appropriate Safeguards”:
The Company (and any sub-processors) will only transfer the Patient Data to (or process Patient Data) in the following countries outside of the UK: United States of America, Republic of Ireland and the Netherlands
If any Patient Data transfer between the Customer and the Company requires execution of Standard Contractual Clauses in order to comply with Data Protection Legislation (where the Customer is the entity exporting Patient Data to the Company outside the UK), the following shall apply in order to provide an appropriate safeguard:
The Customer hereby provides the Company with a general authority (subject to the terms set out below) to engage another Data Processor whether by addition or replacement. In the event that the Company intends to use this general authority, it shall inform the Customer in advance and in such reasonable time to enable any objections to be made. The sub-processor list is available here.
Where the Company engages another Data Processor for carrying out processing activities on behalf of the Customer, the same data protection obligations as set out in this Contract shall be imposed on that other Data Processor by way of a contract or other binding legal means, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Data Protection Legislation. Before the commencement of any sub-processing, the Company shall make sufficient enquiries to ensure that the sub-processor is capable of carrying out its data processing obligations.
You acknowledge and agree that: (a) we may perform weekly backups of all your data held via the Services (including Patient(s) Data); (b) such backups will be retained on our backup systems for 2 years; and (c) for technical and operational reasons, the backup data cannot be deleted before the expiry of that 2-year period.
The backup data is stored in binary form and is anonymised. The data within the backups does not contain any fields or data in those fields and is non-readable by humans. The backups can only be restored and made readable again using certain backup restoration tools provided by our infrastructure provider, access to which is limited to only certain senior people in our business. There are also security measures in place (including two-factor authentication) to protect against unauthorised access to or restoration of the backup data.
Your monthly fee includes access to our Self-Service Help Centre and online technical support.
If you are unable to find an answer to your question in our Self-Service Help Centre, you can live chat with a member of the WriteUpp team by clicking here and then clicking on the chat icon.
Each request should relate to a single or small number of issues and must include the following information:
Support requests must not include personal information. Where it is necessary to reference a specific patient record, only the WUID (WriteUpp ID) should be provided.
We do not accept support requests by telephone and we do not provide responses by telephone. All technical support is handled online.
Support requests must be logged by an individual that is a registered user on the site that the enquiry relates to.
Whilst we always do our very best to help you, we reserve the right to withhold access to online support if:
If you submit a feature request via Canny, its inclusion in any future release of WriteUpp is expressly at our discretion and we provide no guarantees on timescales.
Within WriteUpp we provide (optional) access to a number of external services (like Stripe, Healthcode, etc). We cannot and do not provide technical support for these services and any requests relating to these services should be directed to the appropriate provider.
You acknowledge that we may modify:
In the event that we change the Terms of Service, we will notify you of the changes and give you a reasonable period of time to notify us that you do not agree to the modified Terms of Service and cease using the Services.
Either party shall have the right to terminate the Contract if the other party is in material breach of these Terms of Service and does not rectify the breach within 30 days of written notification.
Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving you written notice if:
Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to (a) (b) and (c) above, our total liability to you shall not exceed 1 month's fees paid by you. Our total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
Except as expressly stated above:
We shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
the Customer agrees that, in entering into the Contract, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in the Contract or these Terms of Service, or (if it did rely on any representations, whether written or oral, not expressly set out in the Contract or these Terms of Service), that it shall have no remedy in respect of such representations and (in either case) we shall have no liability in any circumstances otherwise than in accordance with the express terms of this clause.
We will not be liable for any losses arising out of a Force Majeure Event.
We, and our suppliers, make no warranty or representation that your use of the Services will be uninterrupted or error-free or regarding the results that may be obtained from the use of the Services, the security of the Services, or that the Services will meet your requirements.
We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
You understand and agree that the Services are provided “as is” and, to the extent permitted by law, we disclaim all warranties or representations of any kind, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose.
Your use of the Services is at your sole risk. You will be solely responsible for any damage to you resulting from the use of the Services. The entire risk arising out of use, security or performance of the Services remains with you. If there is any loss or damage to your data, your sole and exclusive remedy will be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest backup of such data maintained by us or our hosting partner.
We claim no Intellectual Property Rights over the data or other material you provide to the Services.
Your data will not be used for marketing purposes or for statistical analysis.
You acknowledge that we own all rights, title and interest in and to the Services, including without limitation all Intellectual Property Rights, and you shall have no rights in or to the Software or the Services other than the right to use it in accordance with the terms of the Contract.
Except to the extent that applicable laws prevent us from restraining you from doing so, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Services.
You acknowledge that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to us or the relevant third-party owners (as the case may be).
The rights in these Terms of Service are granted exclusively to you. You may not assign your rights in respect of the Services to any other person or organisation without our prior consent.
No failure or delay by a party to exercise any right or remedy provided under the Contract, these Terms of Service or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these Terms of Service, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of the Contract or these Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
If any provision or part-provision of the Contract or these Terms of Service is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 (the Act) to enforce any term of the Contract, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
Nothing in the Contract or these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
You confirm you are acting on your own behalf and not for the benefit of any other person.
Neither party shall be in breach of these Terms of Services nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control (Force Majeure Event). In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
The Contract is governed by and construed in accordance with the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms of Service
If you have any questions about these Terms of Service, please contact us via live chat by clicking here and then clicking on the chat icon.
Pathway Software (UK) Limited
85 Watergate Street
Chester
CH1 2LF
Web: www.writeupp.com
Company Number: 06844098
VAT Number: 948 3831 85
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