Terms of Service (v1.0)
A Few Definitions
“Us” or “Our” or “We” or “Company”
Refers to Pathway Software (UK) Limited
“You” or “Your” or “Client”
Refers to your organisation
Refers to the software and hosted service provided and developed by Pathway Software (UK) Limited
Refers to employees of Pathway Software (UK) Limited
The parties agree that these terms and conditions represent the entire agreement between the parties relating to the provision of the Service.
- The rights in this agreement are granted exclusively to you.
- You may not assign your rights in respect of the Service to any other person or organisation.
Provision of the Service
- The Service is a fully hosted application accessible via the internet. The Software and database is hosted in a Tier IV data centre. Such centres are typically used by large Public and Private Sector organisations requiring an uptime in excess of 99.995%.
- The Service is provided by, set up, managed and maintained by us and our appointed hosting partners.
- To access the Service you must have an internet connection. If you have problems with your own local internet connection this will affect your access to the Service. In the event of your local internet connection not being available, we recommend that you make provision for alternative access to the Service.
- Periodically, we make changes, add functionality and introduce new features to the Service. These changes are made expressly at our discretion and where appropriate we will document these changes if they are material in nature.
Your monthly fee also includes access to online support. Support requests must be logged via email (email@example.com) or via our dedicated support portal pathwaysoftware.zendesk.com
- We are registered with the Information Commissioners Office (ICO). Our registration number is Z2865352
- All our staff are subject to personal checks (using Experian) prior to commencing employment. Additionally, they are required (in accordance with NHS Security Guidelines) to undertake training on Acceptable Use of IT, Data Security and Patient Identifiable Information (PII).
- All our staff are required to sign a Confidentiality Agreement which includes a provision for them to have access to client data.
- The only members of our team that will have access to your data are those that need to be directly involved in technical support, maintenance or system administration.
- Your data is hosted on a dedicated server managed by our hosting partner in a Tier IV Data Centre with 24/7 manned security, CCTV, keycard access to the facility and restrictive access to the internals of the building based on authorisation levels.
- With the exception of our hosting partner we guarantee not to divulge your data to any third-party unless we are required to do so by law. If it is necessary to share your information with a third-party as a result of a direct request from you we will require written consent from you (the owner of the data).
- Any printed material derived from your data will be securely destroyed
- As a contractor to NHS (National Health Service) Trusts, which in certain circumstances involves remote access to Trust systems, we are required to comply with rigorous data security standards. As such, we are a responsible and trusted guardian of your data.
- A credit card is not required to start a 30-day free trial.
- We do not offer extensions to the 30-day trial period.
- At the end of the Trial period if you wish to continue using the Service you will need to select one of the Paid Plans and supply your credit card details.
- To use the Service you must select a Paid Plan
- This agreement grants you the Right to Use the Service (in accordance with the terms of this agreement) while you continue to pay the appropriate monthly fee for the Plan you have selected.
- All monthly fees must be paid monthly in advance.
- A valid credit card is required to pay for the Service
- All fees are quoted exclusive of Value Added Tax which is payable in accordance with current legislation
- All credit card transactions are processed using secure encryption—the same level of encryption used by leading banks. Card information is transmitted, stored, and processed securely on a PCI-Compliant network.
- When upgrading or downgrading your plan, you will be pro-rata credited for the remainder of your current plan. You will then be charged the full amount for the new plan you have selected and your next billing date will be adjusted accordingly. You will have the changed plan limits applied immediately. If this adjustment causes your account to be credited, this will be applied to your subscription and used for future payments. We do not provide refunds for these amounts.
- Downgrading or cancelling your account may cause the loss of access, content or features of the Service. We do not accept liability for any such loss.
- All fees related to the Service, including but not limited to the monthly plan fees, are subject to change upon 30 days' notice from us. Such notice may be provided at any time by updates to the Pathway Software website (www.pathwaysoftware.com), notices within the Service itself, or by email correspondence.
- If you have any questions about charges made to your account, please contact us immediately. If there are charges made in error, we will credit your account or credit card account for the appropriate amount.
- We reserve the right to charge an administration fee for any failed or late payments in respect of credit/debit card payments
In the event of insolvency we reserve the right to cancel your account
We will not be liable for any delay or failure to perform any of our obligations in respect of the Service if such delay or failure is due to an event which is beyond our control.
- Either party shall have the right to terminate this agreement if the other party is in material breach of these terms and does not rectify the breach within 30 days of written notification.
- Termination shall not affect any other rights of the injured party
This Agreement is governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
Changes to the Service and Agreement
You acknowledge that we may modify:
- the Service at any time, for any reason, and without notice
- these Terms of Service at any time
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 service.
- You agree that we may at times send you communications regarding your account or the Service via email.
- If you have requested it, we may also send you communications about upgrades to the Service or other products and services that may be of interest to you.
- You can contact us at any time to let us know that you no longer want to receive these emails from us.
Accounts and Passwords
- You must be a registered user to access the Service.
- You must provide accurate, up-to-date and complete information when you register.
- You are solely responsible for keeping your password secure.
- You will be solely responsible and liable for any activity that occurs under your user name.
- You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and you must notify us immediately in the event of any unauthorised access or use.
This part of the agreement describes the acceptable use of the Service. It ensures that you do not use the Service for illegal or prohibited purposes.
- You are solely responsible for your conduct and your data related to the Service.
- You warrant that you have all rights, licences, authorisations and consents required to use the Service, including without limitation in respect of your data.
- You agree to indemnify us from any and all loss, cost, liability, and expense arising from or related to your data or use by you or your employees, contractors or agents of the Service or violation of these Terms of Service.
- The Service, including any software that forms part of the Service, is made available to you for your personal use or internal business purposes, and such use must comply with all applicable laws, rules and regulations, including without limitation privacy laws, and must not infringe or violate third party rights.
- The Plan you purchase will limit the number of users that may use the Service. You must not allow any additional users to use the Service.
- We reserve the right to audit your use of the Service, at our own cost and upon giving you reasonable notice, to determine whether your use is in accordance with these Terms of Service and any other terms that apply to the Service. If an audit reveals that you have exceeded the scope of use permitted, you may be required to immediately pay an additional service fee for such use.
- Any unauthorised use of the Service is a violation of these Terms of Service and may breach English law. Such violations may subject you or your staff to civil and criminal penalties.
- We will endeavour to make the Service available 24 hours a day, seven days a week. However, you acknowledge and agree that the Service may occasionally be unavailable during periods of planned or unscheduled maintenance. We may perform unscheduled maintenance at any time, but will do this outside of normal business hours where possible.
Cancellation and Termination
- You are solely responsible for the cancellation of your account.
- You can cancel your account at any time in the Settings section. Email or phone requests to cancel your account are not considered a cancellation.
- All of your content and data will be deleted 90 days after cancellation or termination of your account. This information will not be able to be recovered.
- Failure to pay your subscription fees will result in your account being suspended. Accounts are suspended for a maximum of 90 days before the account may be terminated by us. We are not responsible for any loss you suffer as a result of such suspension or termination. A suspended account can be reactivated by supplying valid payment credentials and resuming your subscription.
- If you cancel your account before the end of your currently paid month, the Service will end immediately and you will not be charged again. You will not be entitled to a refund.
- At our sole discretion we have the right to suspend or terminate your account and refuse any and all current or future use of the Service, for any reason, at any such time. Such termination can result in the deactivation or deletion of your account.
- We reserve the right to refuse service to anyone for any reason at any time.
Limitation of Liability
Our liability under or in connection with this Agreement will be limited as follows:
We will not be liable for any:
- loss of profits, income or anticipated savings,
- loss or corruption of any data, database or software,
- reputational damage or damage to goodwill;
- loss of any commercial opportunity, or
- indirect, special or consequential loss or damage;
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 Service will be uninterrupted or error-free or regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service 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 Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
You understand and agree that the Service is 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 Service is at your sole risk. You will be solely responsible for any damage to you resulting from the use of the Service. The entire risk arising out of use, security or performance of the Service 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 back-up of such data maintained by us or our suppliers.
Intellectual Property and data
- We claim no intellectual property rights over the data or other material you provide to the Service.
- You acknowledge that we own all rights, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by English Law.
- 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 Service.
- You consent to us transferring your data to third party IT providers, including our website host and back-up service provider, outside of the United Kingdom.
If you have any questions about these Terms of Service, please contact us at firstname.lastname@example.org
Suite 256, D Mill
Phone: 01422 349412 (within UK))
Phone: +44 (0)1422 349412 (International)
Company Number: 06844098
VAT Number: 948 3831 85