Terms & Conditions
Partners
Partners
1.1 The definitions and rules of interpretation set out in the Schedule shall apply to this Agreement.
1.2 In this Agreement:
1.2.1 each Order Form entered into by the Clinic Owner shall form a separate agreement, incorporating this SaaS Agreement (which will include any addenda, the Subscribed Service Specific Terms for the respective Subscribed Services and the Policies (the Agreement));
1.2.2 in the event of any conflict in respect of the provisions of the Agreement and/or the documents referred to in it the following order of priority shall prevail (in descending order of priority):
(a) the Order Form;
(b) the Subscribed Service Specific Terms;
(c) the Addenda;
(d) the Policies;
(e) the SaaS Agreement; and
(f) the Documentation; and
1.2.3 subject to the order of priority between documents in clause 1.2.2, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
1.3 Any obligation of the Supplier under the Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within the Subscribed Territory as generally applicable to providers of software as a service solutions, and will not impose any obligation on the Supplier in respect of the conduct or provision of healthcare or medical/surgical treatment.
2.1 Upon Order Acceptance and subject to the terms of the Agreement, the Supplier grants the Clinic Owner a non-exclusive, non-transferable, personal right to:
2.1.1 use each Subscribed Service during Service Hours; and
2.1.2 copy and use the Documentation as strictly necessary for its use by Authorized Users of the Subscribed Services,
2.1.3 request from the Supplier dedicated data back up or disaster recovery facilities (but notwithstanding this, the Clinic Owner should ensure it at all times maintains backups of all Clinic Owner Data and is responsible for its own data management procedures) within the relevant Subscribed Territory during the Subscribed Service Period for the Permitted Purpose.
2.2 The Clinic Owner acknowledges that access to the Subscribed Services may take up to five (5) Business Days from Order Acceptance to initially set up and that use of the Subscribed Services is at all times subject to the Clinic Owner’s compliance with the Agreement and the requirements identified in the Agreement (including all minimum system requirements).
2.3 The Clinic Owner acknowledges that the Services do not include:
2.3.1 any services, systems or equipment required to access the internet (and that the Clinic Owner is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services); or
2.3.2 medical, surgical or other professional or regulated services and that, except as expressly stated in the Agreement, no assurance is given that the Services to be performed by the Supplier will comply with or satisfy any legal or regulatory obligation of any person providing medical or surgical treatment or healthcare services to patients.
2.3 The Supplier will be providing services to the Clinic Owner and separate services to the patients/consumers, but such services will not cover responsibility for the medical/surgical/healthcare procedures or treatments to be delivered by the Clinic Owner to the patients/consumers. The Clinic Owner acknowledges that the Clinic Owner alone is responsible for all medical/surgical/healthcare matters and indemnifies the Supplier against all liability arising from the Clinic Owner’s performance (or that of any of its subcontractors or employees) of such medical/surgical/healthcare procedures or treatments. For the avoidance of doubt, the Supplier will not sell medical/surgical/healthcare procedures or treatments directly to patients/consumers. Patients/consumers will be informed by the Clinic Owner via the Supplier’s platform about what options the patients/consumers will have and the patients/consumers can choose from the services which are recommended by the Clinic Owner. In certain countries the Supplier’s platform may be allowed to mention brands, in other countries may not be allowed to do so. The contractual relationship for the medical/surgical/healthcare procedures or treatments will be between the Clinic Owner and the patients/consumers.
3.1 The Clinic Owner shall ensure that only Authorized Users use the Subscribed Services and that such use is at all times in accordance with the Agreement. The Clinic Owner shall ensure that Authorized Users are, at all times while they have access to the Subscribed Services, the employees or contractors of the Clinic Owner or the Authorized Affiliates.
3.2 Without prejudice to any other right or remedy of the Supplier, in the event the Clinic Owner is in breach of clause 3.3 then the warranties in clause 8.1 shall cease to apply for the duration of the period during which the Clinic Owner is in breach of clause 3.3:
3.3 The Clinic Owner shall:
3.3.1 be liable for the acts and omissions of the Authorized Users and the Authorized Affiliates as if they were its own;
3.3.2 only provide Authorized Users with access to the Services via the access method provided by the Supplier and shall not provide access to (or permit access by) anyone other than an Authorized User; and
3.3.3 procure that each Authorized User (and each Authorized Affiliate) is aware of, and complies with, the obligations and restrictions imposed on the Clinic Owner under the Agreement, including all obligations and restrictions relating to the Supplier’s Confidential Information.
3.4 The Clinic Owner warrants and represents that it, and all Authorized Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Clinic Owner and its Authorized Affiliate’s organization as necessary for use of the Service) their password or access details for any Subscribed Service.
3.5 The Clinic Owner shall (and shall ensure all Authorized Affiliates and Authorized Users shall) at all times comply with the Acceptable Use Policy and all other provisions of the Agreement.
3.6 If any password has been provided to an individual that is not an Authorized User, the Clinic Owner shall, without delay, disable any such passwords and notify the Supplier immediately.
3.7 The Clinic Owner shall comply (and shall ensure all Authorized Affiliates and Authorized Users comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Clinic Owner Data and the Documentation (or any part), including (but not limited to) the Health Insurance Portability and Accountability Act and any other applicable statute or regulation governing privacy, data protection and use of systems and communications, and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Clinic Owner Data or the Documentation (or any part) to, or access or use the Services, the Clinic Owner Data or the Documentation (or any part) in, any country or territory for which an export license or other approval is required, without first obtaining such license or other approval. The Clinic Owner shall be solely responsible for ensuring its access, importation and use of the Services, the Clinic Owner Data and Documentation in or into any part of the Subscribed Territory or elsewhere complies with all export and other laws.
3.8 Clauses 3.4 to 3.7 (inclusive) shall survive termination or expiry of the Agreement.
4.1 The Clinic Owner shall indemnify, keep indemnified and hold harmless the Supplier (on the Supplier’s own behalf on behalf of each of the Supplier’s Affiliates) from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it (or any of its Affiliates) as a result of the Clinic Owner’s breach of the Agreement. This clause 4 shall survive termination or expiry of the Agreement.
5.1 Support Services shall be available for each Subscribed Service to the Clinic Owner for the duration of the respective Subscribed Service Period, to the extent and in the manner specified in the relevant Subscription Service Specific Terms and Order Form.
5.2 The Supplier shall use reasonable efforts to notify the Clinic Owner in advance of scheduled maintenance, but the Clinic Owner acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
6.1 The Supplier may at its absolute discretion make, and notify the Clinic Owner of, updated versions of the documents referred to in clause 1.2.2 or other documents referred to in any part of the Agreement (excluding in each case the Order Form) from time to time.
6.2 The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of the Agreement from the date thirty (30) Business Days’ after Update Notification of such revised document(s) (the Update) (or at such later date as the Supplier may specify).
6.3 The Clinic Owner acknowledges that the Supplier shall be entitled to modify the features and functionality of the Services. The Supplier shall use reasonable efforts to ensure that any such modification does not materially adversely affect the use of the relevant Subscribed Service(s) by the Clinic Owners generally. The Supplier may, without limitation to the generality of this clause 6.3, establish new limits on the Services (or any part).
7.1 The Subscription Fee and any other charges (including expenses) expressly agreed between the parties in writing shall be paid by the Clinic Owner at the rates and in the manner described in the Pricing Terms, as set forth on the attached Order Form.
7.2 The Clinic Owner shall pay the Supplier the amounts due under the Agreement, to be paid every fourteen (14) calendar days.
7.3 The Fees are exclusive of VAT which (if such VAT is applicable) shall be payable by the Clinic Owner at the rate and in the manner prescribed by law.
7.4 All payment amounts to be received by the Supplier under this Agreement shall be paid into the Supplier’s bank account by BACS or CHAPS or other method of electronic funds transfer to be specified by the Supplier.
7.5 The Supplier shall have the right to charge interest on overdue invoices at the rate of 4% per year above the base rate of HSBC bank, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.
7.6 The Supplier shall have the right to change its Standard Pricing Terms at any time upon ninety (90) days’ notice to the Clinic Owner, provided that the Clinic Owner may terminate this agreement in accordance with the notice requirements set forth in the Order Form if such pricing is not acceptable to Clinic Owner. The foregoing shall not apply to pricing changes at automatic renewals.
8.1 Subject to the remainder of this clause 8, the Supplier warrants that:
8.1.1 each Subscribed Service shall operate materially in accordance with its Description when used in accordance with the Agreement under normal use and normal circumstances during the relevant Subscribed Service Period; and
8.1.2 it shall provide each of the Services with reasonable care and skill.
8.2 Support Services are provided ‘as is’ and without warranty to the maximum extent permitted by law.
8.3 The Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Clinic Owner acknowledges that such risks are inherent in cloud services and that the Supplier shall have no liability for any such delays, interruptions, errors or other problems.
8.4 If there is a breach of any warranty in clause 8.1 the Supplier shall at its option: use reasonable efforts to repair or replace the impacted Services within a reasonable time (whether or not it has first attempted to repair or replace the impacted Service) or, to the maximum extent permitted by law, this clause 8.4 sets out the Clinic Owner’s sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranties in clause 8.1.
8.5 The warranties in clause 8.1 are subject to the limitations set out in clause 17 and shall not apply to the extent that any error in the Services arises as a result of:
8.5.1 incorrect operation or use of the Services by the Clinic Owner, any Authorized Affiliate or any Authorized User (including any failure to follow the Documentation or failure to meet minimum specifications);
8.5.2 use of any of the Services other than for the purposes for which it is intended;
8.5.3 use of any Services with other software or services or on equipment with which it is incompatible;
8.5.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
8.5.5 any modification of Services (other than that undertaken by the Supplier or at its direction); or
8.5.6 any breach of the Agreement by the Clinic Owner (or by any Authorized Affiliate or Authorized User).
8.6 The Supplier may make Non-Supplier Materials available for the Clinic Owner’s use in connection with the Services. The Clinic Owner agrees that:
8.6.1 the Supplier has no responsibility for the use or consequences of use of any Non-Supplier Materials;
8.6.2 the Clinic Owner’s use of any Non-Supplier Materials shall be governed by the applicable terms between the Clinic Owner and the owner or licensor of the relevant Non-Supplier Materials;
8.6.3 the Clinic Owner is solely responsible for any Non-Supplier Materials used in connection with the Services and for compliance with all applicable third party terms which may govern the use of such Non-Supplier Materials; and
8.6.4 the continued availability, compatibility with the Services and performance of the Non-Supplier Materials is outside the control of the Supplier and the Supplier has no responsibility for any unavailability of or degradation in the Services to the extent resulting from the availability, incompatibility or performance of any of the Non-Supplier Materials;
8.7 The Clinic Owner acknowledges that no liability or obligation is accepted by the Supplier (howsoever arising whether under contract, tort, in negligence or otherwise):
8.7.1 that the Subscribed Services shall meet the Clinic Owner’s individual needs, whether or not such needs have been communicated to the Supplier;
8.7.2 that the operation of the Subscribed Services shall not be subject to minor errors or defects; or
8.7.3 that the Subscribed Services shall be compatible with any other software or service.
8.8 Other than as set out in this clause 8, and subject to clause 17.7, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, regulation, or otherwise and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the extent permitted by law.
9.1 The Clinic Owner shall (and shall ensure all Authorized Affiliates and Authorized Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including (but not limited to) the Health Insurance Portability and Accountability Act and any other applicable statute or regulation governing privacy, data protection and use of systems and communications.
10.1 All Intellectual Property Rights in and to the Services (including in all Applications, Documentation and all Supplier Provided Materials) belong to and shall remain vested in the Supplier or the relevant third party owner. To the extent that the Clinic Owner, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the Applications, Documentation, Supplier Provided Materials or any other part of the Services, the Clinic Owner shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier or such third party as the Supplier may elect. The Clinic Owner shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause 10.1 at Supplier’s sole expense.
10.2 The Clinic Owner and Authorized Users may be able to store or transmit Clinic Owner Data using one or more Subscribed Service and the Subscribed Services may interact with Clinic Owner Systems. The Clinic Owner hereby grants a royalty-free, non-transferable, non-exclusive license for the Supplier (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilize the Clinic Owner Data and Clinic Owner Systems to the extent necessary to perform or provide the Services or to exercise or perform the Supplier’s rights, remedies and obligations under the Agreement.ment.
10.3 To the extent Non-Supplier Materials are made available to, or used by or on behalf of the Clinic Owner, any Authorized Affiliate or any Authorized User in connection with the use or provision of any Subscribed Service, such use of Non-Supplier Materials (including all license terms) shall be exclusively governed by applicable third party terms notified or made available by the Supplier or the third party and not by the Agreement. The Supplier grants no Intellectual Property Rights or other rights in connection with any Non-Supplier Materials.
10.4 The Supplier may use any feedback and suggestions for improvement relating to the Services provided by the Clinic Owner, the Authorized Affiliates or any Authorized User without charge or limitation (Feedback). The Clinic Owner hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such Feedback is first provided to the Supplier.
10.5 The Clinic Owner hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to the Supplier under the Agreement.
10.6 10.6 Except for the rights expressly granted in the Agreement, the Clinic Owner, any Authorized User, any Clinic Owner Affiliate and their direct and indirect employees, agents, and/or sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services (or any part including the Applications or Documentation) and no Intellectual Property Rights of either party are transferred or licensed as a result of the Agreement.
10.7 This clause 10 shall survive the termination or expiration of this Agreement.
11.1 Subject to clauses 11.2 and 11.5, the Supplier shall:
11.1.1 defend at its own expense any claim brought against the Clinic Owner by any third party alleging that the Clinic Owner’s use of the Services infringes any copyright, database right or registered trade mark, registered design right or registered patent in the country in which the Clinic Owner has licensed the Services (an IP Claim); and
11.1.2 pay, subject to clause 11.3, all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
11.2 The provisions of clause 11.1 shall not apply unless the Clinic Owner:
11.2.1 promptly (and in any event within two (2) Business Days) notifies the Supplier upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
11.2.2 makes no comment or admission and takes no action that may adversely affect the Supplier’s ability to defend or settle the IP Claim;
11.2.3 provides all assistance reasonably required by the Supplier subject to the Supplier paying the Clinic Owner’s reasonable costs; and
11.2.4 gives the Supplier sole authority to defend or settle the IP Claim as the Supplier considers appropriate.
11.3 The provisions of clause 17 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 11.1.
11.4 In the event of any IP Claim the Supplier may elect to terminate the Agreement immediately by written notice and promptly refund to the Clinic Owner on a pro-rata basis for any unused proportion of Fees paid in advance. This clause 11.4 is without prejudice to the Clinic Owner’s rights and remedies under clauses 11.1.
11.5 11.5 The Supplier shall have no liability or obligation under this clause 11 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from: any modification of the Services (or any part) without the Supplier’s express written approval; any Non-Supplier Materials; any Clinic Owner Data; any Open Source Software; any breach of the Agreement by the Clinic Owner; installation or use of the Services (or any part) otherwise than in accordance with the Agreement; or installation or use of the Services (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorized by the Supplier.
11.6 Subject to clause 17.7, the provisions of this clause 11 set out the Clinic Owner’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.
12.1 12.1 Clinic Owner Data shall at all times remain the property of the Clinic Owner or its licensors.
12.2 Except to the extent the Supplier has direct obligations under data protection laws, the Clinic Owner acknowledges that the Supplier has no control over any Clinic Owner Data hosted as part of the provision of the Services and may not actively monitor or have access to the content of the Clinic Owner Data. The Clinic Owner shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Clinic Owner Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
12.3 If the Supplier becomes aware of any allegation that any Clinic Owner Data may not comply with the Acceptable Use Policy or any other part of the Agreement the Supplier shall have the right to permanently delete or otherwise remove or suspend access to any Clinic Owner Data which is suspected of being in breach of any of the foregoing from the Services and/or disclose Clinic Owner Data to law enforcement authorities (in each case without the need to consult the Clinic Owner). Where reasonably practicable and lawful the Supplier shall notify the Clinic Owner before taking such action.
12.4 Except as otherwise expressly agreed in the Agreement, the Supplier shall not be obliged to provide the Clinic Owner with any assistance extracting, transferring or recovering any data whether during or after the Service Period. Subject to Supplier’s obligations to maintain and provide backup data, the Clinic Owner acknowledges and agrees that it is principally responsible for maintaining safe backups and copies of any Clinic Owner Data, including as necessary to ensure the continuation of the Clinic Owner’s and Authorized Affiliates’ businesses.
12.4 The Supplier shall, without limitation, ensure that it backs up (or procures the back up of) all Clinic Owner Data on no less than a reasonably regular basis. In the event of the termination or expiration of the Subscribed Service or the cessation or suspension of any of the Services the Supplier and the Clinic Owner will discuss how to transfer all such Clinic Owner Data to the Clinic Owner or to a new service provider engaged by Clinic Owner.
12.5 The Supplier routinely undertakes regular backups of the Subscribed Services (which may include Clinic Owner Data) for its own business continuity purposes. The Clinic Owner acknowledges that such steps do not in any way make the Supplier responsible for ensuring the Clinic Owner Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, the Supplier shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Clinic Owner Data.
12.6 Unless otherwise set out in the Order Form, the Subscribed Service Specific Terms or subsequently agreed by the parties in writing, the Clinic Owner hereby instructs that the Supplier shall within ninety (90) Business Days of the earlier of the end of the provision of the Services (or any part) relating to the processing of the Clinic Owner Data return to the Clinic Owner the Clinic Owner Data processed in relation to the Services (or any part) which have ended (and all existing copies of it), to the extent that any applicable laws (including laws/regulations relating to the treatment of personal data comprising medical records) requires the Supplier to store such Clinic Owner Data. The Supplier shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Clinic Owner Data undertaken in accordance with our Agreement or other express written instruction received from the Clinic Owner.
13.1 The Supplier shall maintain the confidentiality of the Clinic Owner Data and shall not without the prior written consent of the Clinic Owner or in accordance with the Agreement, disclose or copy the Clinic Owner Data other than as necessary for the performance of the Services or its express rights and obligations under the Agreement.
13.2 The Supplier shall implement technical and organizational security measures in accordance with the Information Security Addendum.
13.3 The Supplier:
13.3.1 undertakes to disclose the Clinic Owner Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under our Agreement or as otherwise reasonably necessary for the provision or receipt of the Services, and
13.3.2 shall be responsible to the Clinic Owner for any acts or omissions of any of the persons referred to in clause 13.3.1 in respect of the confidentiality and security of the Clinic Owner Data as if they were the Supplier’s own.
13.4 The provisions of this clause 13 shall not apply to information which:
13.4.1 is or comes into the public domain through no fault of the Supplier, its officers, employees, agents or contractors;
13.4.2 is lawfully received by the Supplier from a third party free of any obligation of confidence at the time of its disclosure;
13.4.3 is independently developed by the Supplier (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Confidential Information; or
13.4.4 is required by law, by court or governmental or regulatory order to be disclosed, provided that clauses 13.4.1 to 13.4.3 (inclusive) shall not apply to Protected Data.
13.5 This clause 13 shall survive the termination or expiration of the Agreement for a period of ten years.
14.1 The Clinic Owner shall maintain the confidentiality of the Supplier’s Confidential Information and shall not without the prior written consent of the Supplier, disclose, copy or modify the Supplier’s Confidential Information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under the Agreement.
14.2 The Clinic Owner undertakes to:
14.2.1 disclose the Supplier’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Agreement;
14.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause 14; and
14.2.3 be responsible for the acts and omissions of those third parties referred to in this clause 14.2 as if they were the Clinic Owner’s own acts or omissions.
14.3 The Clinic Owner shall give notice to the Supplier of any unauthorized use, disclosure, theft or loss of the Supplier’s Confidential Information immediately upon becoming aware of the same.
14.4 The provisions of this clause 14 shall not apply to information which:
14.4.1 is or comes into the public domain through no fault of the Clinic Owner, its officers, employees, agents or contractors;
14.4.2 is lawfully received by the Clinic Owner from a third party free of any obligation of confidence at the time of its disclosure;
14.4.3 is independently developed by the Clinic Owner, without access to or use of the Supplier’s Confidential Information; or
14.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the Clinic Owner, where possible, notifies the Supplier at the earliest opportunity before making any disclosure.
14.5 This clause 14 shall survive the termination or expiration of the Agreement for a period of ten years.
15.1 During the Service Period and for seven years thereafter, the Clinic Owner shall maintain full and accurate records relating to Authorized Users’, the Clinic Owner’s and Authorized Affiliates’ use of the Services under the Agreement.
15.2 The Clinic Owner shall allow and procure for the Supplier (and any representatives of the Supplier) access to its premises and the premises of Authorized Affiliates to:
15.2.1 inspect use of the Services; and
15.2.2 audit (and take copies of) the relevant records of the Clinic Owner and the Authorized Affiliates, in each case to the extent necessary to verify that the Clinic Owner is in compliance with its obligations under the Agreement.
15.3 Unless otherwise agreed in writing, the inspection and audit referred to in clause 15.2 shall be undertaken:
15.3.1 during the Clinic Owner’s normal business hours on Business Days;
15.3.2 subject to the provision by the Supplier of a minimum of five (5) Business Days’ notice; and
15.3.3 not more than once in any calendar year.
15.4 At the Supplier’s request from time to time, the Clinic Owner shall promptly (and in any event within two (2) Business Days of such request) provide the Supplier with copies of the records referred to in clause 15.1.
15.5 The Supplier may monitor, collect, store and use information on the use and performance of the Services (including Clinic Owner Data) to detect threats or errors to the Services and/or Supplier’s operations and for the purposes of the further development and improvement of the Supplier’s services, provided that such activities at all times comply with the Privacy Policy.
15.6 This clause 15 shall survive termination or expiration of the Agreement for a period of twelve (12) months.
To the maximum extent permitted by law, the Supplier shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of the Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
17.1 The extent of the Supplier’s liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 17.
17.2 Subject to clauses 17.3, 17.4 and 17.7, the Supplier’s aggregate liability in respect of each individual Subscribed Service (and all Support Services provided in connection with the same) (howsoever arising under or in connection with the Agreement) shall not exceed the greater of:
17.2.1 an amount equal to the Subscription Fees for the relevant Subscribed Service paid to the Supplier by the Clinic Owner in the 12-month period immediately preceding the first incident giving rise to any claim under the Agreement; or
17.2.2 an amount equal to 12 times the Subscription Fees for the relevant Subscribed Service due or paid to the Supplier for the first month of the relevant Subscribed Service Period.
17.3 Notwithstanding clause 17.4 and subject to clause 17.7, the Supplier will have no liability in respect of Support Services.
17.4 Subject to clause 17.7, the Supplier’s total aggregate liability howsoever arising under or in connection with the Agreement shall not exceed the greater of:
17.4.1 an amount equal to the Fees for all Services paid to the Supplier in the 12-month period immediately preceding the first incident giving rise to any claim under the Agreement; or
17.4.2 an amount equal to 12 times the Fees due or paid to the Supplier for the Services provided in the first month of the Service Period.
17.5 Subject to clause 17.7, the Supplier shall not be liable for consequential, indirect or special losses.
17.6 Subject to clause 17.7, the Supplier shall not be liable for any of the following (whether direct or indirect): loss of profit; destruction, loss of use or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of commercial opportunity; loss of savings, discount or rebate (whether actual or anticipated); and/or harm to reputation or loss of goodwill; and wasted expenditure.
17.7 Notwithstanding any other provision of this Agreement, the Supplier’s liability shall not be limited in any way in respect of the following: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other losses which cannot be excluded or limited by applicable law.
17.8 This clause 17 shall survive the termination or expiration of the Agreement.
18.1 The Supplier may suspend access to the Services (or any part) to all or some of the Authorized Users if:
18.1.1 the Supplier suspects or decides (in its sole discretion) that there has been any fraud or misuse of the Services, unacceptable complication rates, a level of patient/customer service that is unacceptable to the Supplier or breach of the Agreement; or
18.1.2 required by law, by court or governmental or regulatory order.
18.2 Where the reason for the suspension is suspected misuse of the Services or breach of the Agreement, without prejudice to its rights under clause 20, the Supplier will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
18.3 In relation to suspensions under clause 18.1.2, access to the Services will be restored promptly after the Supplier receives payment in full and cleared funds.
18.4 Fees shall remain payable during any period of suspension notwithstanding that the Clinic Owner, Authorized Affiliates or some or all of the Authorized Users may not have access to the Services.
19.1 Unless the Order Form specifies, on expiryupon expiration of the Subscribed Service Period, this Agreement shall continue and automatically renew for a period of thirty-six (36) months (first Renewal Date) and thereafter renew for a further period of thirty-six (36) months on each expiration of a prior Renewal Date (each of the first Renewal Date and each such renewal date being a Renewal Date).
19.2 If at any time, either party wishes for the Subscribed Service Period to expire on the next Renewal Date, it may cause the Subscribed Service to expire on that Renewal Date by notice provided such notice is served at least ninety (90) days prior to that Renewal Date. If notice is not served within the timeframes set out in this clause 19.2, the Subscribed Service shall renew at the next Renewal Date in accordance with clause 19.1.
20.1 Our Agreement shall come into force on Order Acceptance and, unless terminated earlier in accordance with its terms, shall continue for the duration of the Term specified in the Order Form following the Go-Live Date (as defined below), after which it will automatically renew for successive three (3) year periods unless properly terminated by either party in accordance with the terms of this Agreement and the notice requirement set forth in the Order Form. The obligations of this Agreement are binding on the Clinic Owner as of the Order Acceptance Date, provided that the Subscribed Services Period will commence upon the designated go-live date, which will be three (3) months from the Order Acceptance Date or the date the Subscribed Services actually commence, whichever is earlier (the “Go-Live Date”).
20.2 Either party may terminate the Agreement immediately at any time by giving notice in writing to the other party if:
20.2.1 the other party commits a material breach of the Agreement and such breach is not remediable;
20.2.2 the other party commits a material breach of the Agreement which is not remedied within twenty (20) Business Days of receiving written notice of such breach; or
20.2.3 the other party has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within twenty (20) Business Days after the other party has received notification that the payment is overdue.
20.2.4 In accordance with the terms set forth in the Order Form.
20.3 Any breach by the Clinic Owner of the Acceptable Use Policy or of clauses 3 (Authorized Users) or 10 (Intellectual Property) shall be deemed a material breach of the Agreement which is not remediable.
21.1 Immediately on termination or expiration of the Agreement (for any reason), the rights granted by the Supplier under the Agreement shall terminate and the Clinic Owner shall (and shall procure that each Authorized User and Authorized Affiliate shall):
21.1.1 stop using the Services; and
21.1.2 destroy and delete or, if requested by the Supplier, return any copies of the Documentation in its possession or control (or in the possession or control of any person acting on behalf of any of them).
21.2 Termination or expiration of the Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiration and shall not affect any provision of the Agreement that is expressly or by implication intended to continue beyond termination.
22.1 Our Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
22.2 Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement.
22.3 Nothing in the Agreement shall limit or exclude any liability for fraud.
23.1 Any notice or other communication given by a party under the Agreement shall be: in writing and in English; signed by, or on behalf of, the party giving it (except for notices sent by email); and sent to the relevant party at the address set out in clause 23.3.
23.2 Notices may be given, and are deemed received by hand: on receipt of a signature at the time of delivery; by recorded/registered post: at 9.00 am on the second Business Day after posting; by International Tracked & Signed post: at 9.00 am on the fourth Business Day after posting; and by email: on receipt of a read receipt email from the correct address.
23.3 Notices and other communications shall be sent to any email or physical address or contact details notified on the Order Form (as updated from time to time).
23.4 Any change to the contact details of a party as set out in clause 23.3 shall be notified to the other party in accordance with clause 23.1 and shall be effective on the date specified in the notice as being the date of such change; or if no date is so specified, five (5) Business Days after the notice is deemed to be received.
23.5 This clause does not apply to notices given in legal proceedings or arbitration.
No variation of the Agreement shall bevalid or effective unless it is an Update made in accordance with the Agreement; or made in writing, refers to the Agreement and is duly signed orexecuted by, or on behalf of, each party.
25.1 Except as expressly provided in the Agreement, the Supplier may at any time assign, sub-contract, sub-license (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement.
25.2 Except as expressly permitted by the Agreement, the Clinic Owner shall not assign, transfer, sub-contract, sub-license, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under the Agreement (including the license rights granted), in whole or in part, without the Supplier’s prior written consent.
Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
The parties are independent and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
28.1 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
28.2 If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
29.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
29.2 No single or partial exercise of any right, power or remedy provided by law or under the Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
29.3 A waiver of any term, provision, condition or breach of the Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Agreement (and any documents referred to in it).
Each party represents and warrants to the other that it has the right, power and authority to enter into the Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under the Agreement.
This Agreement and any dispute or claim arising out of, or in connection with, it shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
Definitions and interpretation
Addendum/Addenda
means each of the following:
(a) the addendum identifying certain respective rights and obligations of the parties’ in respect of personal data and privacy under our Agreement (as Updated from time to time), which as at Order Acceptance is the version provided to Clinic Owner by Supplier, as supplemented or amended from time to time (the Data Protection Addendum); and
(b) the addendum identifying certain of the parties’ respective rights and obligations in respect of security under our Agreement (as Updated from time to time), which as at Order Acceptance is the is the version provided to Clinic Owner by Supplier, as supplemented or amended from time to time (the Information Security Addendum); and
(c) the addendum identifying certain services to be provided by the Supplier to the Clinic Owner that constitute the Subscribed Service Specific Terms.
Affiliate
means, in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity within the meaning set out in section 1124 of the Corporation Tax Act 2010;
Applications
means the software or applications used by or on behalf of the Supplier to provide the Subscribed Services;
Authorized Affiliates
means, in respect of the relevant Subscribed Service, the Affiliates of the Clinic Owner (if any) identified in the Order Form as Authorized Affiliates in respect of that Subscribed Service;
Authorized Users
means, in respect of the relevant Subscribed Service, the named users authorized by the Clinic Owner to use that Subscribed Service in accordance with the terms of the Agreement;
Business Day
means a day other than a Saturday, Sunday or bank or public holiday in the country where the Service is being performed;
Clinic Owner
has the meaning given in the relevant Order Form;
Clinic Owner Data
means any technical or business information disclosed by the Clinic Owner to the Supplier that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the Clinic Owner to the Supplier within thirty (30) days after any such disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.
Clinic Owner Data
means all data (in any form) that is provided to the Supplier or uploaded or hosted on any part of any Subscribed Service by the Clinic Owner or by any Authorized User (but excluding Feedback as defined in clause 10.5);
Clinic Owner Systems
means all software and systems used by or on behalf of the Clinic Owner, the Clinic Owner’s Affiliates, any of its or their direct or indirect sub-contractors, or any Authorized User in connection with the provision or receipt any of the Services or that the Services otherwise, link, inter-operate or interface with or utilize (in each case whether directly or indirectly);
Documentation
means:
(a) the description of the relevant Subscribed Service (as Updated from time to time), which as at Order Acceptance is the latest version available (the Description);
(b) in respect of each Subscribed Service, the relevant instructions as to how to use that part of the Services made available by the Supplier (as Updated from time to time) (the User Manual);
Fees
means the Subscription Fees as set forth in the Order Form together with any other amounts payable to the Supplier under the Agreement;
Force Majeure
means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;
Intellectual Property Rights
means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
Materials
means all services, data, information, content, Intellectual Property Rights, websites, software and other materials provided by or on behalf of the Supplier in connection with the Services, but excluding all Clinic Owner Data;
Non-Supplier Materials
means Materials provided, controlled or owned by or on behalf of a third party the use of which is subject to a separate agreement or license between the Clinic Owner and the relevant third party (including such Non-Supplier Materials which may be linked to, interact with or used by the Services) and all other Materials expressly identified as Non-Supplier Materials in the Agreement;
Open Source Software
means any software subject to a version of the General Public License, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) at the date of the Agreement and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) at the date of the Agreement;
Order Acceptance
means the effective date of the relevant Order Form;
Order Form
means the Service Order Form attached to these Terms and Conditions;
Permitted Downtime
means:
(a) scheduled maintenance which the Supplier shall use reasonable efforts to undertake from 2am to 6am (central time) on a planned basis and the Supplier will use reasonable efforts to notify the Clinic Owner in advance;
(b) emergency maintenance; or
(c) downtime caused in whole or part by Force Majeure.
Permitted Purpose
means use solely for the Clinic Owner’s internal business operations and, in respect of each Subscribed Services, also for the internal business of operations of the Authorized Affiliates identified in respect of that Subscribed Service on the Order Form, in each case in accordance with the applicable Documentation and the Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of any Subscribed Service or Documentation;
(b) permitting any use of any Subscribed Service or Documentation in any manner by any third party (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties or making any Subscribed Service or Documentation (or any part) available to any third party or allowing or permitting a third party to do any of the foregoing (other than to the Authorized Affiliates for the Permitted Purpose));
(c) combining, merging or otherwise permitting any Subscribed Service (or any part of it or any Application) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
(d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Applications or the Services (or any part),
except as expressly permitted under the Agreement.
Policies
means each of the following:
(a) the Supplier’s policy on acceptable use of the Services (as Updated from time to time) (the Acceptable Use Policy); and
(b) the Supplier’s Privacy Policy in relation to the Services (as Updated from time to time) (the Privacy Policy);
Pricing Terms
means the details of pricing and fees in respect of each part of the Services, as initially provided under the Order Form and updated from time to time in accordance with clause 7.6 or, in respect of any part of the Services for which prices are not expressly agreed, on the Supplier’s Standard Pricing Terms;
Protected Data
means sensitive personal data or data concerning health that is processed by the Supplier on behalf of the Clinic Owner;
Purchased Authorized User Accounts
means, in respect of each Subscribed Service, the number of Authorized Users who may use that Subscribed Service as set out in the Order Form;
Relief Event
means:
(a) any breach of the Agreement by the Clinic Owner; or
(b) any Force Majeure;
Renewal Date
has the meaning given in clause 19.1;
SaaS Agreement
means the terms set out in the clauses and other provisions of this document (including the Schedule and Addenda), as Updated from time to time;
Service Hours
means 24 hours a day, seven days a week excluding Permitted Downtime;
Service Period
means the period beginning on Go-Live Date and ending with the last of the Subscribed Service Periods;
Services
means the Subscribed Services and the Support Services;
Subscribed Service Period
means (subject to clauses 19 and 20) in respect of each Subscribed Service, the duration during which such services are to be provided as initially set out in the Order Form and as varied in accordance with the Agreement;
Subscribed Service Specific Terms
means, in respect of each Subscribed Service, the specific additional or amended terms relevant to that Subscribed Service, if any are to be offered by the Supplier;
Subscribed Services
means each cloud service to which the Clinic Owner has subscribed as set out in the Order Form (and Subscribed Service shall refer to each respective service separately);
Subscribed Territory
means, in respect of the relevant Subscribed Service, the territories identified in the Order Form except to the extent it is illegal (including as a result of any embargo) under the laws of the United States for the Subscribed Service to be provided to or received within such territories from time to time;
Subscription Fee
means the Subscription Fee set forth in the Order Form equal to the percentage of the Clinic Owner’s revenue set forth in the Order Form;
Supplier
has the meaning given in the relevant Order Form;
Supplier Provided Materials
means all of the Materials provided or made available by or on behalf of the Supplier, but excluding all Clinic Owner Data and all Non-Supplier Materials;
Supplier’s Confidential Information
means all information (whether in oral, written or electronic form) relating to the Supplier’s business which may reasonably be considered to be confidential in nature including information relating to the Supplier’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and Clinic Owners. All information relating to the Pricing Terms, the Description and any other technical or operational specifications or data relating to each Subscribed Service shall be part of the Supplier’s Confidential Information;
Supplier’s Standard Pricing Terms
means the Supplier’s standard pricing terms for each part of the Services, as amended by the Supplier from time to time;
Support Services
means, in respect of the relevant Subscribed Service, the support services provided by the Supplier to the Clinic Owner as described in the Subscribed Service Specific Terms;
Update
has the meaning given in clause 6.2, and Updated shall be construed accordingly;
Update Notification
has the meaning given in clause 6.1; and
VAT
means value added tax, any other tax imposed in substitution for it and any equivalent or similar indirect tax related to sales or goods and services or consumption, imposed in any other jurisdiction.
2.1 the table of contents, background section and the clause, paragraph, schedule or other headings in the Agreement are included for convenience only and shall have no effect on interpretation;
2.2 the Supplier and the Clinic Owner are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;
2.3 words in the singular include the plural and vice versa;
2.4 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
2.5 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
2.6 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
2.7 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
Consumer-led Journey - This Adoreal platform connects the critical participants in the consumer experience. Adoreal will only provide services to those clinics assessed as being in the top 10% of vetted clinics.
The Adoreal ecosystem brings together the consumer, clinic, and OEMs through the sharing of data, insights, trends, and behaviors. This information is used to enhance how a clinic is run, optimize the launch and delivery of products from OEMs, and ultimately improve the products and experiences for consumers. Adoreal provides all these services to improve clinical and clinic outcomes. All services are included in the percentage of the clinic revenue which will be deducted when using the services and paid to Adoreal, as set forth in the Order Form to which these terms are attached.
Services from Adoreal to the Healthcare Provider (clinic)
• Digital input & access by clinic via clinic app.
• Guided consumer journey – consumers guided to clinics through the consumer’s use of the consumer app.
• Patient 360 – patient able to provide feedback to clinic and allow clinic to improve patient services
• Clinic Booking, Invoice Handling and Payment – administrative work performed by Adoreal. Adoreal implements the software and infrastructure for clinics such as, but not excluding, payment services, financial services, booking, clinic business optimization through digitizing workflows/processes, telemedicine, messaging, providing performance analytics and insights, a consumer app for improved patient experience, communication and outcomes and group purchasing.
• SharedCare medical records – provision of electronic medical record processing services (EMR) for the clinic.
• Communication tools - Direct messaging by clinics to consumers through the Adoreal platform and the clinics will have the ability to do video calls/consultations. The clinics can also invite colleagues to these "chats" to make sure the right person to answer a patient question is there. As an example: a client speaks with a receptionist but needs the doctor’s input, the doctor can be added and removed to answer specific questions. Also will act as an internal communication tool by assigning tasks to co-workers addressing priorities which need to be addressed or where input is required.
• Self-assessment and Health forms – for patient to fill out, easing communication to clinic of current and past medical history of the patient.
• Informed consent form – form to be tailored by the clinic.
• Insights and analytics - to understand the clinic’s financial performance, performance on consumer journey, conversion rate and other data points which can affect the business to take better decisions and improve its services (both from an experience perspective and from a medical/service perspective). Data from Patient 360, patient/consumer ratings, booking frequency, financials and other datapoints which have been collected by the patient/consumer can and will be used to improve the patient/consumer and clinic experience.
• Education and marketing material review - Adoreal will review the clinic’s marketing materials, review the clinic’s use of its marketing budget and Adoreal will perform commercially reasonable endeavours to confirm that the clinic’s marketing is in line with what Adoreal deems as good, ethical marketing which reflects the value of consumer-led aesthetics.
• Background and credential check - The clinic will need to be of the highest standards to be part of the Adoreal network of clinics. Adoreal will perform on-site inspections to make sure the clinic can be part of the Adoreal network. Adoreal will also monitor the level of complaints submitted by patients against the clinic’s staff (HCPs), and that staff are qualified to perform the procedures which they are offering (for example a dermatologist cannot do face-lifts or other surgical procedures, even if the law might allow it, as Adoreal wants to make sure that the HCPs offering the treatments have the highest qualifications for the performance of the services provided).
• Site visit – Adoreal will conduct its own audit of the clinic. Many countries have no audits and Adoreal wishes to make sure that the clinics that Adoreal has selected to be on the platform, fulfil Adoreal’s criteria. Clinic standards – excellence and certification - In order to provide the best experience for consumers, only clinics that meet certain criteria are allowed on the platform. These criteria are outlined in a certification level (set to Adoreal´s standards) that clinics must maintain in order to remain on the platform. Business enhancement programs are also offered to help clinics meet or exceed these expectations. Adoreal offers business enhancement through the use of the data that Adoreal collects to give recommendations to a clinic on how to improve its business. If there are patients/consumers complaining about for example communication style of a specific clinic, Adoreal will use the data to improve the clinic’s conversion rate. If there are patients/consumers having a bad experience in the reception, post-operative controls, etc. or in other stages of their treatment journey, Adoreal will collect these patient/consumer insights and give recommendations to the clinic/provider to make the best possible experience for future patients/consumers. By enforcing these standards, the platform ensures that all patients receive the best experience and care.
• Annual review process - Adoreal will be performing the audits. This will be based on data that Adoreal collects, using secret shoppers or other methods for Adoreal to validate that the clinic’s quality is constantly improving and that Adoreal only has the best clinics on platform.
• Differentiated pricing – in the long term, Adoreal will be piloting technologies that are the best suitable and if the clinic decides to implement different Adoreal driven programs/procedures, the clinic will be able to improve its value proposition, including as possible examples: (i) consultation, including possible future solutions such as 3D, health-check and self-assessment, improving the possibility of safer and more predictable outcomes; and (ii) procedures where complementary technologies are being used to improve skin-elasticity, reduce scarring, shorten recovery time, etc.
Clinic app - The clinic app, a comprehensive management & EMR (electronic medical record), is a crucial part of the platform, providing clinics with the tools they need to manage their patients, bookings, payments, and data. It connects with the consumer app to ensure a seamless experience for users. The app offers a range of tools to help clinic owners optimize and manage their practice, including patient journals, bookings, processing payments, and accessing data. The data and insights generated by the app can help clinics optimize their performance and quality. By providing a consistent and high-quality experience for consumers, the clinic app plays an essential role in the platform's success.
Consumer app - The consumer app is the heart of the platform, bringing together all aspects of the aesthetics industry to provide users with a comprehensive and convenient experience. From content and community to data and insights, the app offers a wealth of information and resources to support consumers on their journey. All of the data and products available on the platform are designed to enhance the consumer app. Whether users are just starting their journey or have been receiving treatments for years, the app is there to provide support and guidance every step of the way.