https://doctors.doctify.co.uk/vitality-terms-and-conditions/

General Terms and Conditions

1. BUSINESS

1.1. Doctify Limited (subsequently 'Doctify') offers a service for presenting health specialists and practices ('Healthcare Provider') and their services to end-consumers ('Patients') using Doctify’s brand and web-based portals via its websites DOCTIFY.CO.UK and DOCTIFY.COM and mobile consumer applications as well as Third-Party booking platforms powered by Doctify (each individually and together 'Doctify Network').

1.2. These GENERAL TERMS AND CONDITIONS FOR HEALTHCARE PROVIDERS apply to all business relations between Doctify and the Healthcare Provider. Contradicting or differing terms and conditions of the Healthcare Provider that were not explicitly acknowledged by Doctify do not apply to Doctify even if Doctify does not explicitly decline them or if Doctify delivers its service without prejudice despite having knowledge of the terms and conditions.

1.3. Doctify reserves the right to update these terms and conditions from time to time, such as but not limited to making them easier to understand, covering new functionality, or to comply with law. Information on updates will be made available in advance to Healthcare Providers and by continuing to use the Doctify Network following such changes, the Healthcare Provider agrees to be bound by any variation made by Doctify

1.4. No changes or additions to these GENERAL TERMS AND CONDITIONS FOR HEALTHCARE PROVIDERS are valid or have any effect unless agreed by Doctify in writing or made in accordance with section 1.3.

1.5. Definitions:

1.5.1. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: has the meaning given in the Data Protection Legislation;

1.5.2. Data Protection Legislation: shall mean 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);

1.5.3. Doctify, we, our or us: means Doctify Limited, a company is incorporated and registered in England and Wales with company registration number 09245200 and our registered office is at 88-90 Office 36, Hatton garden, London, England, EC1N 8PG United Kingdom. Our UK VAT number is 198171277;

1.5.4. Healthcare Provider Data; Information a Healthcare Provider provides when subscribing to the Doctify service such as, but not limited to, age, sex, date of birth, contact details (telephone numbers and email addresses), details of the Healthcare Provider’s place of work, your qualifications, key search words, patient booking slots, languages spoken;

1.5.5. Patient Data; Data which the Healthcare Provider receives from the Patient and the Healthcare Provider enters into the Doctify Network. Information may include but is not limited to detailed personal information such as name, age, sex, date of birth, contact details (telephone numbers and email addresses) insurance authorisation code, address, details of the Patient’s general practitioner, insurance policy number, healthcare provider booked, patient registration number, time of booking, date and location of booking and other relevant free text;

1.5.6. Review; covers Reviews left by patients on Healthcare providers, Healthcare provider peer-to-peer recommendations and replies by Healthcare providers on the Doctify Network.

1.5.7. Services; the services provided by Doctify to the Healthcare Provider under this agreement via the Doctify Platform available at www.doctify.co.uk (or any other notification method to the Healthcare Provider by Doctify).

1.5.8. Term; the term of this agreement, as defined in section 3.1.

1.5.9. UK Data Protection Legislation: shall mean all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.5.10. User, you or your: means the Healthcare Provider subscribing to the Doctify service

2. RIGHTS AND OBLIGATIONS OF THE HEALTHCARE PROVIDERS AND DOCTIFY

Information on Healthcare Providers

2.1. The information which the Healthcare Provider provides for the use of and association with the Doctify Network, as well as the information which Doctify itself gathers, assimilates and uses, include details about the Healthcare Provider’s business (including pictures, photos and descriptions), his offers, services and prices (including taxes, fees and costs) (the ‘information about the Healthcare Provider’s business’), and can be used by Doctify in accordance with Doctify standards. Doctify reserves the right to edit or remove information which is faulty, incomplete, or which breaches the terms and conditions of this agreement.

2.2. The Healthcare Provider is obliged to ensure that the information which is given to Doctify or the information which they upload on the Doctify Network (e.g. opening times), and particularly the information relevant to their business and practice, is at all times truthful, accurate and not misleading. The Healthcare Provider must also check upon request of Doctify whether the information provided on the Doctify Network by Doctify is truthful, accurate and not misleading on release. The Healthcare Provider is responsible that the information, whether made available by himself or after testing, is accurate and up to date at all times. If the information is not, or no longer correct, the Healthcare Provider should inform Doctify immediately.

2.3. Healthcare Provider grants Doctify the non-exclusive, sub-licensable, royalty-free and worldwide right to:

2.3.1. Use the intellectual property of the Healthcare Provider, in particular trademark rights and copyrighted content, for reproduction, distribution and publication in any form, and

2.3.2. Use information about the Healthcare Provider’s business for reproduction, distribution and publication in any form (including edited and translated). The licence granted to Doctify under this clause 2.3.2 shall be perpetual and irrevocable.

2.4. The information about the Healthcare Provider’s business which Doctify has created, edited or translated may not be used by the Healthcare Provider for any other purpose other than marketing through the Doctify Networks.

2.5. In accordance with section 2.3 Doctify also holds the right to use the information about the Healthcare Provider’s business and their intellectual property on websites, apps and other applications or instruments.

2.6. The Healthcare Provider warrants and represents that it is entitled to grant Doctify the rights it purports to grant under this agreement. People in photographs must be of legal age and have agreed to the upload of the photo or have had the appropriate consent from a parent or guardian.

2.7. The Healthcare Provider cannot require publication of information provided on the Doctify Network. Doctify makes publication decisions with free editorial discretion. Doctify is not obligated to mention the photographer of a photo. If the Healthcare Provider provides photos, they must ensure that appropriate moral rights waivers have been collected to ensure Doctify can use them in a lawful manner without mentioning the photographer.

2.8. Healthcare Provider shall indemnify Doctify in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Doctify arising out of or in connection with any claim brought against Doctify for actual or alleged infringement of intellectual property rights arising out of, or in connection with, Doctify’s use of any content provided to it by or on the authority of the Healthcare Provider.

Services

2.9. During the Term, Doctify will provide the Services to the Healthcare Provider on, and subject to, the terms of this agreement.

2.10. Doctify will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. Doctify reserve the right to suspend or restrict access to features including in the case of system failure, maintenance, repair or reasons beyond Doctify’s control.

2.11. Doctify will, as part of the Services and at no additional cost to the Healthcare Provider, provide the Healthcare Provider with Support during normal business hours. Doctify may amend the availability of certain Support Services in its sole and absolute discretion from time to time. The Healthcare Provider may also purchase enhanced support services separately at Doctify’s then-current offering and rates.

2.12. Doctify may, from time to time during the Term;

2.12.1. Make new features, functionality, applications or tools available in respect of the Services;

2.12.2. Modify the Software by issuing updates or new releases provided that such change does not adversely affect the then existing functionality of the Services.

2.13. The Healthcare Provider hereby acknowledges that certain Services, including Support Services, content, features or capacity, may not be available (in full or in part) depending on the Subscription Plan the Healthcare Provider has selected.

2.14. Doctify will make the Service available to you during the term of your subscription. The Healthcare Provider agrees the purchase of the Doctify Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public Reviews made by Doctify with respect to future functionality of features.

2.15. The Healthcare Provider may, from time to time during any Term, request an upgrade or downgrade its Plan by contacting Doctify with details of the request. Provided all relevant information has been provided, the upgrade or downgrade will become effective and access to the Services and Documentation (if applicable) will be updated, within one (1) month of the receipt of the Healthcare Provider’s request. Fees will be pro-rated for the remainder of the then-current payment period and Doctify will either issue a credit note to the Healthcare Provider or add a corresponding amount to the Fees due in the following payment period (as appropriate).

Reviews

2.16. Doctify offers Patients the opportunity to describe and Review their experience with Healthcare Providers. Patients deliver their descriptions and Reviews (individually and together ‘Reviews’) on the Healthcare Provider and their performance exclusively to Doctify. Doctify is therefore solely entitled to use these Reviews in relation to the Healthcare Provider.

2.17. Doctify reserves the right to publish these Reviews on Doctify Networks. The Healthcare Provider acknowledges that Doctify is only the distributor (without any obligation to verify accuracy) and not the author of these Reviews.

2.18. Doctify reserves the right to change or remove inappropriate Reviews which contain obscenities or personal names or are illegal.

2.19. Doctify is not responsible or liable for the content and consequences of the (publication or dissemination of) Reviews.

2.20. Doctify grants the Healthcare Provider the right to use the Reviews on social media networks. Reviews may only be re-published on Healthcare Provider websites or other websites approved by the Healthcare Provider via the Doctify appropriate Product offering.

2.21. For the avoidance of doubt, Reviews’ generated within the Doctify platform or Healthcare Provider platform or within Third Party booking platforms powered by Doctify are owned in entirety by Doctify and nothing in this Agreement grants any license, right, lien or other entitlement to Healthcare Provider in relation to the Reviews.

Ranking

2.22. The order in which the Healthcare Providers appear (the 'Ranking') on the Doctify Network or the cooperation portals is generated automatically and exclusively by Doctify or the partner (e.g. Vitality Healthcare).

Warranties

2.23. The Healthcare Provider guarantees that they have all the necessary rights to fulfil the agreement, in particular, the use of the information about the business and the intellectual property of the Healthcare Provider on the platforms.

2.24. Doctify takes no responsibility in the case of temporary and/or partial failure, interruptions or unavailability of the Doctify Network or available offers.

3. DURATION AND TERMINATION

3.1. This agreement commences on the date the Healthcare Provider registers as a user of the Doctify Network. Unless terminated earlier in accordance with section 3.2 and 3.3, this agreement will continue for continuous one-month periods.

3.2. Doctify and the Healthcare Provider may terminate this agreement at any time and for any reason, with a notice period of four (4) weeks. Notwithstanding the ability for patients to book being disabled immediately on the date of agreement cancellation, termination of the account shall have effect at the expiry of the then-current subscription plan.

3.3. Where fees are payable, Doctify may terminate this agreement with immediate effect by giving written notice to the Healthcare Provider if the Healthcare Provider fails to pay any amount due under this agreement on the due date for the payment.

3.4. Doctify reserves the right to keep the content, which the Healthcare Provider has published or provided for Doctify, public, even once the agreement has finished.

3.5. Doctify and Healthcare Provider may terminate this Agreement upon notice to the other if an Insolvency Event occurs in relation to the other party. Unless otherwise prohibited by applicable laws, in any event when a party first becomes aware of the likely occurrence of any Insolvency Event in regard to that party, it shall promptly so notify the other party with sufficient time to give the other party sufficient notice to protect its interests under this Agreement.

3.6. A party’s right of termination under this agreement, and the exercise of any such right, shall be without prejudice to any other right or remedy (including any right to claim damages) that such party may have in the event of a breach of contract or other default by the other party.

3.7. For the purpose of this section 3, Insolvency Event means that party: (a) is unable to pay its debts or becomes insolvent or bankrupt; (b) is the subject of an order made or a resolution passed for its administration, winding up or dissolution; (c) is subject to any proceedings for the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer over all or any substantial part of its assets; (d) proposes or enters into any composition or arrangement with its creditors generally (except for the purposes of a bona fide solvent amalgamation, reconstruction or re-organisation (provided this does not materially reduce the assets of the party)); or (e) is subject to an analogous event to the foregoing in any jurisdiction.

3.8. In the case of non-compliance by the Healthcare Provider with the terms of this agreement, Doctify reserves the right to suspend or restrict Doctify services and Doctify permits the Healthcare Provider the required time to comply with its obligations. Doctify reserves the right to terminate the agreement without notice after the expiry of this period.

3.9. To request the cancellation of your subscription, you must send an email to hello@doctify.co.uk.

4. USE OF TRADEMARKS AND LOGOS

4.1. All trademarks and logos used for branding the Doctify Networks are property of Doctify and cannot be used by the Healthcare Provider without prior written consent from Doctify.

5. USE OF DATA AND MARKETING COMMUNICATIONS

5.1. Doctify may share Reviews available on the Doctify Network with 3rd party partner organisations (including but not limited to health insurance companies, publishers and other healthcare provider) without requiring additional consent of Healthcare Providers.

5.2. Healthcare Provider acknowledges that Doctify may use Patient Data in accordance with these GENERAL TERMS AND CONDITIONS and applicable data protection laws, among other things, to make the Patients customized offers via advertising (on and off the Doctify Network) and email marketing.

5.2.1. Doctify cannot guarantee the delivery of marketing communications to any recipient and no representation or warranty is made whatsoever in connection with the delivery of such communications;

5.2.2. Data Subjects must have been presented with the opportunity to consent to receive marketing from Doctify in a manner which: (a) was not bundled with anything else (such as marketing from another organisation, or made a pre-condition of gaining access to a service); or (b) otherwise designed to impart pressure on the Data Subject to provide their consent; and

6. RIGHTS TO DATA USE AND CONTENT

6.1. Healthcare Provider hereby grants to Doctify a perpetual, worldwide, royalty-free, non-exclusive right and licence (including any moral rights) to use, reproduce, display, modify, adapt, publish, distribute, promote, archive and create derivative works and compilations, in whole or in part of all content which the Healthcare Provider uploads to the Doctify Network or provides to Doctify to be used in the provision of the Services or for any other purpose which Doctify determines in its sole discretion.

6.2. Doctify shall be free to use the Reviews, Contract Data, Healthcare Provider Data, and any other patient inputted data, and any other content or materials provided to Doctify for any purpose which it deems appropriate, in its sole discretion, including (but not limited to) the provision of the Services.

6.3. Doctify is authorized to process (as a data Processor) PHIN data for Healthcare Provider as.

7. CREATION, COPYRIGHT AND USAGE RIGHT

7.1. On the basis of the requirement agreed between Doctify and the Healthcare Provider, Doctify will create for the Healthcare Provider a template-based website (‘Profile’) and personalized URL hosted on doctify.co.uk.

8. CONTENT OF WEBSITE

8.1. The Healthcare Provider is to ensure the correctness of the content on the website which they have provided Doctify for the creation of the website. The Healthcare Provider needs to ensure that only true and accurate information is published. The Healthcare Provider must check all content which they provide to Doctify for the creation of the website before they put the site online or make it public in any other way, in particular, that all statements in the concrete form and context are legally correct, true, not misleading and anti-competitive.

8.2. If third parties lay a claim against Doctify due to content, material or data that was provided to Doctify by the Healthcare Provider for creating the website – particularly in case of infringement of personal-, copy- and trademark-rights – the Healthcare Provider indemnifies Doctify of any such claims and replaces any damages that Doctify incurs.

8.3. The Healthcare Provider is to adhere to all applicable laws – particularly regarding online trade – when creating and/or operating the website.

9. ACCEPTANCE, WARRANTIES

9.1. The Healthcare Provider will accept the website immediately, usually by telephone or email, unless it has significant shortcomings. Doctify accepts no responsibility for the server, the data lines and internet access of the Patients.

9.2. The Healthcare Provider guarantees they own all necessary rights – particularly the usage rights of all content, data and materials that is provided by the Healthcare Provider to Doctify for the creation of the website. By ordering the service the Healthcare Provider confirms that all content, data and material that is handed over to Doctify for creation of the website is free of third-party rights.

9.3 The warranty will be void if the defect is a result of changes which the Healthcare Provider made to the site after acceptance.

10. LIABILITY

10.1. Neither party limits its liability (if any) to the other for: personal injury or death resulting from negligence; fraud; or any matter for which it would be illegal to exclude or to attempt to exclude its liability.

10.2. Subject to section 11.1, Doctify's total aggregate liability to the Healthcare Provider under or in connection with this agreement including any warranty liability (whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise) in respect of all and any loss or damage howsoever caused will be limited to £10,000

10.3. Doctify will not be under any liability (including warranty liability) to the Healthcare Provider for any of the following types of losses (whether those losses arise directly in the normal course of business or otherwise): pure economic loss; loss of profits; loss of or damage to materials stored in goods supplied; loss of business; loss of revenue; loss of contract; loss or depletion of goodwill and/or business opportunity; loss of anticipated earnings or savings or like loss; wasted management, operational or other time; or any special, indirect or consequential losses.

10.4. Doctify’s legal representatives, employees and other agents will not be liable beyond Doctify’s liabilities.

10.5. Doctify cannot be held liable for non-availability due to (i) scheduled maintenance (ii) internet outage (iii) other reasons that are beyond Doctify’s responsibility.

10.6. When displaying content Doctify is merely the hosting platform of such content. Doctify provides a technical service. The content is solely the responsibility of the Healthcare Provider.

10.7. Except as expressly provided for 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 law, excluded.

11. OTHER

11.1. This agreement is subject to English law under exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). If any term of this agreement is or becomes invalid or non-binding, all other terms applicable to the contractors shall remain. In this case the contractors will replace the invalid or non-binding term with a valid and binding term, with consideration of the content and purpose of the agreement, and to a similar effect as the invalid or non-binding term.

11.2. Each party agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation

The following provisions apply in the case of Healthcare Providers which are hospitals, clinics or practices comprised of two or more healthcare practitioners.

11.3. By signing these GENERAL TERMS AND CONDITIONS FOR HEALTHCARE PROVIDER LISTING ON THE DOCTIFY NETWORK the signatory:

11.3.1. warrants and undertakes to Doctify that he or she has full right, power and entitlement to enter into this agreement without reference to any other person; and

11.3.2. warrants to Doctify that it has full right, power and entitlement to execute this agreement on behalf of the party he or she represents.

11.4. The Healthcare Provider warrants and undertakes to Doctify that the Healthcare Provider has all necessary appropriate consents and notices in place to enable Doctify to provide the information relating to the biography of Healthcare Providers and clinicians, details about their specialism and place of work (such as opening hours etc) relating to healthcare practitioners employed or engaged by the Healthcare Provider on the Doctify Network.

12. DATA PROTECTION

12.1 .The Healthcare Provider warrants to Doctify on a continuing basis throughout the Term that it has made the appropriate notifications and has complied with the notification provisions under the Data Protection Legislation in respect of its obligations under this contract and that performance of its obligations under this contract shall not breach or contravene such notification, nor cause Doctify to breach its requirements under the Data Protection Legislation.

12.2. The Healthcare Provider warrants to Doctify on a continuing basis throughout the Term that, where it collects any personal data, which it subsequently transfers to Doctify, that:

12.2.1. it has collected such data fairly and lawfully;

12.2.2. it has provided all required information and notices under the Data Protection Legislation to the relevant Data Subjects and that such information and notices are consistent with the subsequent transfer to Doctify;

12.2.3. the disclosure of such data to Doctify for use by Doctify in accordance with its legitimate business purposes is fair and lawful.

12.3. Although the Parties acknowledge that the Data Protection Legislation shall ultimately determine status, unless explicitly noted in this agreement, they are of the view that they are separate Data Controllers as defined by and for the purposes of the Data Protection Legislation. Each Party agrees that it shall comply with all applicable Data Protection Legislation, including as set out in this contract.

12.4. Doctify will, in the provision of the Services, publish information about clinicians, healthcare providers and pharmaceuticals, this is in Doctify's legitimate interests to publishing reviews, ratings and feedback, this is due to the:

12.4.1. the legitimate interests of the public in having access to information about clinicians, other healthcare professionals, hospitals, clinics, GPs’ practices, dentists’ practices pharmacies, hospices, nursing homes, other healthcare providers, medicines, treatments and wheelchair providers; and

12.4.2. the legitimate interests of clinicians, other healthcare professionals, hospitals, clinics, GPs’ practices, dentists’ practices pharmacies, hospices, nursing homes, other healthcare providers, and wheelchair providers in the public having access to information.

12.5. Each Party shall ensure that it puts in place appropriate technical and organisational controls to ensure that Personal Data is protected against unauthorised or unlawful processing and against accidental loss or destruction or damage.

12.6. Both Parties agree to maintain a notification with the United Kingdom's Information Commissioner to the extent required under the Data Protection Legislation.

12.7 The Healthcare Provider shall fully indemnify and keep indemnified Doctify on demand from and against all costs (including the costs of enforcement), expenses, liabilities, losses damages, claims, demands, proceedings or reasonable legal costs and judgements which Doctify incurs or suffers in respect of any claim or action brought against it by any third party during or after the termination of this contract howsoever and whenever arising by the actions or omissions of Doctify, its officers or employees arising from, or incurred by, reason of any loss, damage or distress suffered by any person as a result of the loss, destruction or unauthorised disclosure of, or unauthorised access to, Personal Data as a result of any failure by the Healthcare Provider to comply with the provisions of this section 12.

General Terms and Conditions

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