General

Terms and conditions, as well as a Privacy Policy set out the obligations and responsibilities for the user(s) of a product or service (‘you’) and the company who supply the product or service (in this case Blue Zinc IT Ltd / ‘us’).

These terms and conditions (including our Privacy Policy) cover your use of the Click application and related services. By using the Click application and / or paying for a licence or any related Click or Blue Zinc IT Ltd services, you agree to these terms and our Privacy Policy. If you do not agree to our terms or the privacy policy, you should immediately stop using the Click application and our services.

We will use our best endeavours and all reasonable efforts to provide the Click application and related services on an ongoing and continuous basis, 24 hours a day, 7 days a week. This will be subject to any planned maintenance or unforeseen events that may affect the provision of the Click application and related services. We will use reasonable endeavours to inform you of any planned service interruption.

There may be storage limits applied to a user’s account which will be subject to a fair usage policy which is set at our sole discretion. We reserve the right to modify new storage limits or charge for additional storage fees if our fair usage limit is exceeded.

If you choose to use the Click application in conjunction with a third party application (for example by way of an integration), you agree that you are responsible for and will have obtained the applicable licencing for the third party application. We continually strive to improve our products and services which means we seek feedback from users on the system design and usability.

We also review how users operate the system, which is done electronically to provide valuable feedback at scale. You agree that we continue to improve our products and services in this way.

This agreement is subject to and will be construed and interpreted in accordance with the laws of Northern Ireland, unless otherwise agreed in writing by both parties.

Payment

Fees for the Click application and related services fall into 2 categories (1) Licence fee for Click Premium or (2) Pay per Click charges. All fees will be charged at the published rate. Any applicable fees associated with the Click application and related services are paid for by credit or debit card. You must therefore provide a valid card to enable payment. All amounts stated shall be in pounds sterling, unless otherwise stated and are non-refundable.

Licence

(for Click Premium) fees will be charged monthly in advance.

Pay per click (PPC)

(such as SMS reminders, online payments and Pronto referral charges) fees will be charged retrospectively for the previous month.

If you cancel your subscription, you will lose access to applicable (or all) parts of the Click application immediately, therefore you should only do so after you have exported your data. We are not responsible for the effects of you losing this access.

We use third party card processing providers and do not hold your card details.

Fees shall be charged on a monthly basis and if you cancel before the end of a billing period, refunds will not be provided.

Where local taxes are applicable, these shall be charged and stated on your invoice.

You are responsible for all taxes, fees and government duties that you are liable for as a result of you paying for the Click application and services, this includes any applicable VAT in the EU.

We may modify the charges relating to the Click application and related services with 30 days’ notice, which we will notify you about (either by email or in app notification).

If you are subject to a court order or other action relating to insolvency, bankruptcy, winding up order or the appointment of a received, we will have the option to cancel your service. In this case, we will provide access to the Click application for a limited period of time (at our discretion) to enable you to export your data.

Warranties

You agree that the provision of an online application such as Click uses a range of technical and telecommunications services, including the internet and the service may not be uninterrupted and error free. You agree that we are not liable or responsible for any delay, loss or damage resulting from any delays or interruptions to the service whether due to technical / telecommunications issues or Force Majeure events.

The Click application and services are provided ‘as is’ and you agree that is used by a wide range of therapists in different settings, therefore we expressly disclaim any warranties, either express or implied or merchantability, fitness for particular use or suitability. You warrant that you have assessed the suitability of the Click application for your use.

You will set up and configure the Click application for your own use, using your data and information which you are solely responsible for. You are also responsible for the network and hardware or equipment that is used to access the Click application and we are not responsible for the use of, or performance of, the Click application where it is used outside our recommendations.

You acknowledge that we cannot warrant the compliance with any regulatory or legal requirements to which you may be subject to, other than those already set out in this agreement.

Intellectual Property

You agree that we own all intellectual property and rights related to the Click application and related services, training materials and documentation.

You agree that you will not reproduce, copy, duplicate or re-use any part of the Click application or related services in a way that may damage us in any way.

You agree that you have no right to the source code and that any feedback you provide may be used by us royalty-free to incorporate into other feedback on the Click application and related services, which we may then use in our products and services.

You agree that you are solely responsible for the legality, reliability, integrity and accuracy of data that you upload into the Click application.

Indemnity / Limitation of Liability

Nothing in this agreement excludes the liability of either party for death or personal injury caused by such party’s negligence, fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited by relevant law.

You agree that you will indemnify and defend us (including our staff, officers and suppliers) from any and all action, cost, loss and liability arising from the use of, or the data contained within, the Click application and related services in the event of these terms being violated.

We will indemnify you against any claim regarding the Click application relating to the licencing, copyright or trademark of any third party applications or components used by the Click application or related services in the delivery of the application or service as provided by us for the fees you pay. This excludes any use of the Click application or related services by you contrary to our instructions.

You use our products and service at your own risk and we are not liable for any loss (whether direct or consequential) arising out of the use of the Click application or related services.

In the event of any loss or damage to your data, your sole and exclusive redress will be our reasonable endeavours to restore the data from our last available back up.

Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), or otherwise in relation to the supply of the Click application and related services shall be limited to an amount equal to the fees paid by you in the preceding 3 months of the claim.

Confidentiality

Both parties agree that confidentiality of information and data is of the highest importance. As part of providing the Click application and any related services, we must work with your data and information. Therefore, you agree to our users having access to confidential information for the sole purpose of undertaking this work and we agree to only access and use your data in so far as is required to provide Click and related services, unless otherwise required by law. We ensure that all staff doing so are subject to a signed confidentiality agreement and ongoing data security training.

Both parties agree that confidential information and data is that information and data not publicly disclosed.

Both parties agree to protect each other’s confidential information and to take all reasonable steps and precautions to prevent unauthorised disclosure or access. Both parties agree that these confidentiality obligations will apply to all its users and representatives.

You are always solely responsible and liable for the actions and activities of your users, including when related to confidentiality of information and data.

Term and Termination

The service is provided on a rolling 30 day basis and you may cancel the service through the account section of the application.

After termination of your contract, access to the system will be stopped. Therefore, you should export your data BEFORE cancelling your account. After termination, your data will be held for a period of 30 days, after which your data will be permanently deleted and will not be recoverable. You will not be able to access Click or your data during this 30 day period. We will not be liable in any way for any loss or damage you may suffer as a result of not exporting your data.

If you fail to pay the applicable fees for the application or services, you will have 3 days to enter valid card details after which your account will be locked, and you will not be able to access your data. Your data will be held for a period of 30 days, after which your data will be permanently deleted and not recoverable. We will not be liable for any loss resulting from a suspension or termination.

If you terminate your contract before the end of your currently paid 30 days, you will not be entitled to a refund.

We have the right to terminate or suspend an account with 30 days’ notice for any reason, at our sole discretion which would result in your access to the Click application being revoked and your data returned to you securely.

Acceptable Use

It is important that the Click application and related services are not used for any illegal purpose or prohibited use, therefore the terms below apply.

You must not use Click or related services to store or distribute any material that is illegal in any way, including, but not limited to, anything that breaches copyright, trademark, intellectual property or data protection laws, or anything that is defamatory, discriminatory, obscene or threatening.

Accounts / Users

You are solely responsible for managing access to your account, including the security of usernames and passwords for users of the Click application. You must ensure that you take all reasonable steps to ensure this security and you must inform us immediately if you become aware of any unauthorized access to, or use of the system. You are solely responsible for the actions and activities of user(s).

You are responsible for providing us with information that is complete, accurate and not misleading, and you will inform us promptly if this changes.

You are also responsible for any information that is uploaded by you into the Click application.

Subject to payment and complying with this agreement, you are granted a non-exclusive, nontransferable right to use the Click application.

You agree not to licence, rent, sell or otherwise commercially exploit the Click application to any third parties.

You agree not to undertake (or assist with) any activities that would interfere with or disrupt the provision of the Click application or services.

We will have no liability for anything that may result from your use of the Click application or services, including the collection or management of sensitive information.

Data Protection

Data protection and security is of the highest importance to Blue Zinc and as such we are ISO27001 certified. Both parties agree to comply with relevant Data Protection legislation in their respective jurisdictions (in the case of Blue Zinc this is the Data Protection Act 2018). In the case of Blue Zinc, you are the data controller and we are the processor. You are responsible for your users complying with this agreement and relevant Data Protection legislation.

You are responsible for gaining all necessary permissions and notices for any data that you enter into the Click application.

By using Click you are giving us express permission to process the data you enter as required under Data Protection legislation and we ensure that we have appropriate (considering the state of technical development and the cost of implementing measures) technical and organisational measures in place to protect against unauthorised or unlawful processing or the accidental loss or destruction of data.

You agree to us transferring data to third party IT service providers to enable the Click application and service to operate, including our third party, ISO27001 compliant data hosting provider. These third parties are sub processors of the data and have been subject to due diligence to ensure their compliance with relevant data protection legislation.

Pronto Terms

Reference Pronto clinic agreement