FREDDIE MED PROFESSIONAL TERMS OF SERVICE
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FREDDIE MED LIMITED.
PLEASE CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO REGISTERING TO USE THE FREDDIE MED SERVICE.
BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON OR LEAVE THE WEBSITE. PLEASE CONTACT US AT INFO@FREDDIEMED.COM IF YOU HAVE ANY QUERIES.
The following terms shall have the following meanings in this Agreement:
these Freddie Med Professional Terms of Service, including the introductory paragraphs, sections 1 to 15 and the Appendix.
means the terms and existence of this Agreement and all information disclosed by a party to the other or otherwise received by the other in any discussions regarding the entry into or performance of this Agreement, which is expressly marked as confidential or which concerns the technology, know-how, methodology, business, processes, developments or finances of that party or of the suppliers, sub-contractors, customers or clients of that party (and in the case of “Confidential Information” of Freddie Med, includes all information about the Service and the Freddie Med IPR).
any data, information or other material inputted by or on behalf of You and/or any Patient into the Service, including any Patient Records.
Data Protection Legislation
the General Data Protection Regulation (EU) 2016/679, the UK Data Protection Act 2018, Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector and any applicable national implementing laws or regulations, and any and all other applicable laws or regulations relating to the processing of personal data, in each case as are introduced into force, amended or updated from time to time.
means the fees applicable for the use of the ‘Premium’ version of the Service as further described in premium.
Intellectual Property Rights
rights in patents, designs, computer programs, copyright, moral rights, database rights, trade marks, service marks, trade and business names, brand names, get-up, logos, domain names, URLs, trade secrets, confidentiality and other proprietary rights including rights to know-how and other technical information (in each case whether registered or unregistered and including applications to register any of the foregoing) and all rights in the nature of any of the foregoing anywhere in the world.
Freddie Med Limited, a company incorporated in England and Wales (company number 10135118) whose registered office is situated at 21-27 Lambs Conduit Street, London, WC1N 3GS.
Freddie Med Professional Specification
means the specification of the Service set out in here.
Monthly Uptime Percentage
is calculated by subtracting from 100% the percentage of minutes during the month in which the Service as a whole was in the state of unavailability as measured by Freddie Med, excluding any downtime arising from any suspension, termination, factors out of Freddie Med’s or its suppliers’ reasonable control, acts or omissions by a third party, Your or any third party equipment, software or other technology, or scheduled or permitted support, maintenance or downtime.
means any persons or entities which You permit to access the Service in accordance with section 3.4, such as other medical professionals, nurses, secretaries and administrators.
a patient of You or any Other Professional in respect of whom You and/or any Other Professional creates, accesses and/or edits a Patient Record in accordance with this Agreement.
a health and/or medical record of a Patient that is created, stored, accessed and/or edited using the Service.
means Freddie Med’s privacy notice that describes how Freddie Med uses Your personal data communicated to you from time to time.
the date on which Freddie Med notifies You of the approval of the Background Check Information pursuant to section 5.1.
means the online medical practice management service made available by Freddie Med (as may be changed or updated from time to time) via the Website.
means the website https://doctors.freddiemed.com or any other website notified by Freddie Med from time to time.
the person or entity that is entering into this Agreement (and Your will be construed accordingly).
Freddie Med's Provision of the Service
In consideration of the payment of £1.00 (receipt of which is hereby acknowledged) or (if applicable) the Fees, Freddie Med shall provide the Service to You during the term of this Agreement subject to and in accordance with the terms of this Agreement.
Freddie Med shall provide the Service substantially in accordance with the Freddie Med Professional Specification.
2.3 Service Commitment
If You have purchased the ‘Premium’ version of the Service, Freddie Med shall use commercially reasonable efforts to make the Service available to You with a Monthly Uptime Percentage of at least 99.5% in each calendar month (“Service Commitment”). If in any calendar month Freddie Med has failed to meet the Service Commitment, You may claim a credit of 10% of the Fees payable in such month (“Service Credit”). On receipt of such claim, Freddie Med shall verify the claim and if Freddie Med (acting reasonably) agrees the validity of such claim, Freddie Med shall set off the amount of the Service Credit against the next invoice issued to You. You agree that Your right to claim and receive a Service Credit shall be Your sole and exclusive remedy in connection with any failure by Freddie Med to meet the Service Commitment.
Upon Your request, Freddie Med shall provide reasonable technical support and assistance to You and instructions on how to use the Service. Any additional support may be chargeable at Freddie Med’s then-prevailing rates. Freddie Med reserves the right to charge for any technical support and/or assistance (subject to agreeing the same with You in writing).
YOUR USE OF THE SERVICE
You may use the Service subject to and in accordance with the terms of this Agreement. If You have selected to use the ‘Free’ version of the Service, Your use of the Service shall be subject to the usage conditions set out in premium.
To the maximum extent permitted by law, except to the extent expressly permitted under this Agreement, You shall not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the Service in any form or media or by any means; (b) sub-license, sell, lease, distribute, exploit or make available the Service to any third party and shall not permit the use of the Service by a third party without Freddie Med’s prior written consent; or (c) access all or any part of the Service in order to build or offer a product or service which competes with the Service or Freddie Med’s business.
You shall not access, store, distribute or transmit any software, code, file or program which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network (including without limitation worms, trojan horses, viruses and other similar things or devices), or any material during the course of Your access to the Service that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or offensive (including without limitation racially or ethnically offensive); (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Freddie Med reserves the right, without liability or prejudice to its other rights under this Agreement, to suspend Your access to the Service if You are in breach of this section.
3.4 Other Professionals
If You have purchased the ‘Premium’ version of the Service, You may permit Other Professionals to create subordinated accounts under Your account and access the Service through such subordinated accounts. You shall ensure that any Other Professionals use the Service subject to and in accordance with the terms of this Agreement. You shall be responsible and liable to Freddie Med for any Other Professionals’ use of the Service as if such use was Your own.
3.5 Unauthorised access
You shall not allow any unauthorised access to or use of the Service and, in the event of any such unauthorised access or use, You shall promptly notify Freddie Med in writing and comply with any directions of Freddie Med to prevent any further unauthorised access or use. You shall ensure that all account details required to access the Service are kept secure and confidential. You shall be responsible for all use of or access to the Service made using Your account details as if such use was Your own.
4.1 Use of Patient Records
You shall be entitled to create, access and edit Patient Records stored on the Service subject to and in accordance with the terms of this Agreement.
4.2 Responsibility for Patient Records
You acknowledge and agree that in respect of the Patient Records and the Data created by or on behalf of You, any Other Professionals, any Patients and/or any other third party: (a) subject to section 11.1, Freddie Med is not responsible for such Patient Records or Data; and (b) Freddie Med gives no warranty, makes no representation or commitment, and shall have no liability or (other than under section 2.1) obligation whatsoever, in relation to such Patient Records or Data.
5.1 Background Check Information
You shall provide evidence of Your registration with the relevant medical licensing authority (“Registration”) and Your identity as required at registry (“Background Check Information”). On receipt of the Background Check Information, Freddie Med shall either approve or reject Your application to use the Service or request further information from You. You acknowledge that this Agreement shall not come into force and You shall not be entitled to use the Service unless and until Freddie Med notifies You of its approval of the Background Check Information. You warrant that Your Registration will remain valid at all times and if at any time it becomes invalid You shall promptly notify Freddie Med in writing.
5.3 Your responsibilities
You shall at all times during the Term: (a) provide Freddie Med with all co-operation and access to information as may be reasonably required by Freddie Med in order to perform its obligations under this Agreement; (b) ensure that You, any Other Professionals and any third parties accessing Patient Records and/or inputting Data have all relevant rights, licences, consents and permissions to do so; (c) ensure that Your network and systems comply with any relevant specifications provided by Freddie Med from time to time; (d) be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to the data centre(s) hosting the Service and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet; and (e) comply with all applicable laws, regulations and codes of practice with respect to Your activities under this Agreement (including Your use of Patient Records).
You shall indemnify Freddie Med against any losses, claims damages, costs and expenses incurred by Freddie Med as a result of any breach by You of this section 5.
INTELLECTUAL PROPERTY RIGHTS
6.1 Licence to Freddie Med IPR
You acknowledge and agree that Freddie Med and/or its licensors own all Intellectual Property Rights in the Website and the Services, in each case including any and all adaptations, add-ons, modifications, updates and enhancements from time to time (“Freddie Med IPR”). Subject to Your compliance with the terms of this Agreement, Freddie Med hereby grants to You a non-exclusive, royalty-free, revocable, non-transferable licence to use Freddie Med IPR solely to the extent necessary for You to use and access the Service subject to and in accordance with this Agreement.
6.2 Licence to Data
You hereby grant to Freddie Med and its third party suppliers and sub-contractors a non-exclusive, royalty-free, irrevocable licence to use, copy, transmit and store the Data (including any Intellectual Property Rights therein) for the purpose of performing this Agreement (including without limitation providing the Service) and for any other purposes anticipated by this Agreement.
6.3 Third Party Elements
Where Freddie Med makes any software (including open source software), services, data, information or any other materials owned by a third party (“Third Party Elements”) available to You in connection with the Service, Your use of the Third Party Elements shall be subject to the applicable third party terms and conditions (“Third Party Terms”). You acknowledge and agree that: (a) to the extent permitted by law, Freddie Med is not responsible for any loss or damage caused by any Third Party Elements or resulting from its or their use; (b) You shall comply with the relevant Third Party Terms; and (c) if Your use of any Third Party Material is in non-compliance with or puts Freddie Med in non-compliance with any Third Party Terms, You shall indemnify Freddie Med for any losses, damages, costs and expenses incurred by Freddie Med arising from or in connection with such non-compliance.
6.4 IPR indemnity
You shall indemnify and hold harmless Freddie Med against any claim that any Data or any other information or materials that You provide or make available to Freddie Med or upload to the Service infringe any Intellectual Property Rights of any third party. Freddie Med shall: give You prompt notice of any such claim; provide reasonable co-operation to You in the defence and settlement of such claim; and give You sole authority to defend or settle the claim (save that You shall not settle the claim without Freddie Med’s consent (not to be unreasonably withheld or delayed)).
7.1 Confidentiality obligations
Subject to section 7.2, each party shall: (a) treat the other party’s Confidential Information as secret and confidential; (b) not use or disclose any of the other party’s Confidential Information for any purpose other than in connection with this Agreement; (c) handle, preserve and protect the other party’s Confidential Information using at least the same degree of care as it affords its own confidential information; (d) permit access to the other party’s Confidential Information only to those of its directors, officers, employees and contractors as reasonably and necessarily require access to the same in connection with this Agreement; and (e) immediately notify the other party in writing where any unauthorised access, use or disclosure of any of the other party’s Confidential Information has taken place or may take place, and take such steps as the other party may reasonably require in relation to the same.
The obligations in section 7.1 shall not apply in relation to: (a) information which is or becomes public knowledge other than as a result of a breach of section 7.1; (b) information which the receiving party either knew prior to the other party's first disclosure of it or received from a third party entitled to disclose the same; (c) information which either party is required to disclose by law, any court of competent jurisdiction, any government agency or any regulatory body lawfully requesting the same; or (d) information to the extent required to enable the party’s legal advisors, accountants, auditors, tax advisors or third party suppliers to provide the legal work, accounting, tax advice, or systems work respectively necessary to enable the party to enable subscription and participation.
Freddie Med shall be entitled to make a public announcement concerning this Agreement or any ancillary matter and may make reference to You in any of its advertising or promotional material.
For the purposes of this section 8, the terms “controller”, “processor” and “personal data” shall have the meanings given to them in the Data Protection Legislation.
For the purposes of this Agreement
(a) the parties acknowledge that their status as data controller or data processor under the Data Protection Legislation is a matter of fact; and
(b) subject to section 8.2(a), and save as otherwise indicated in section 8.9, You agree that You are a controller and Freddie Med is a processor of the Data.
Freddie Med shall, in relation to Data that it processes as a processor for You under this Agreement:
(a) process such Data only in accordance with documented instructions from You in the form of (i) this Agreement and (ii) the Freddie Med Professional Specification, save where required to do otherwise by UK or EU law in which event Freddie Med shall inform You of the legal requirement(s) before processing such Data, unless legally prohibited from doing so on important grounds of public interest;
(b) ensure that its personnel are subject to appropriate obligations of confidentiality;
(c) taking into account the nature of the Service, provide reasonable assistance to You, insofar as this is reasonably practicable and at Your expense, for the fulfilment of Your obligations under the Data Protection Legislation in respect of data security; data breach notification; data protection impact assessments; prior consultation with supervisory authorities; and the fulfilment of data subjects’ rights; and
(d) upon termination of this Agreement and upon Your written request, return or securely delete the Data, and securely delete any existing copies in its possession, in each case unless required to retain such personal data under UK or EU law.
You consent to Freddie Med engaging subcontractors to process the Data on its behalf (“Sub-processors”). Freddie Med shall ensure Sub-processors are subject to contractual obligations which are equivalent to those imposed on Freddie Med under this Agreement. Freddie Med shall inform You of any intended changes concerning the addition or replacement of any Sub-processor within a reasonable time prior to implementation of such change, and allow You the opportunity to object. Freddie Med shall be responsible for the performance of its Sub-processors.
Freddie Med shall use appropriate technical and organisational measures to protect the Data against unauthorised and unlawful processing and against accidental loss, destruction, disclosure, damage or alteration. Without prejudice to the generality of the foregoing, Freddie Med shall regularly back up the Data.
Upon Your written request, Freddie Med shall make available to You such information as is reasonably necessary to demonstrate Freddie Med’s compliance with its obligations under this Agreement. In addition, Freddie Med agrees to permit an audit to be conducted of its data protection obligations under this Agreement, by You or your authorised representatives (who shall be bound by appropriate obligations of confidentiality), provided such an audit is carried out: (i) during Freddie Med’s normal business hours; (ii) in a manner that causes minimal disruption to Freddie Med’s business; and (iii) at Your own cost.
Freddie Med shall notify You without undue delay of any accidental, unauthorised, or unlawful destruction, loss, alteration, or disclosure of, or access to, the Data ("Security Breach"). Freddie Med shall provide You with reasonable assistance in relation to the Security Breach, including the provision of such information as is known to Freddie Med regarding the nature of the breach, the categories and approximate number of data subjects and records concerned.
Freddie Med is a controller in relation to certain of Your personal data (including within any Data) under or in connection with this Agreement as described in our Privacy Notice. You agree that Freddie Med will use, process and protect such data as described in our Privacy Notice.
Freddie Med shall comply with its obligations under Data Protection Legislation in respect of processing undertaken by it of personal data, including the Data, under or in connection with this Agreement.
You acknowledge and agree that Your Personal Data may be used by Patients in order to (i) search for and find information about You via the search engine on the Service; and (ii) to write reviews about You, which may be published on the Service.
9.1 Payment terms
If You select the ‘Premium’ version of the Service, You shall pay the applicable Fees within 30 days of Your receipt of an invoice from Freddie Med.
9.2 Non-payment of Fees
If Freddie Med has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Freddie Med: Freddie Med may, without liability to You, disable Your password, account and access to all or part of the Service and Freddie Med shall be under no obligation to provide the Service while the invoice(s) concerned remain unpaid; and interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this Agreement are exclusive of all taxes, including without limitation any value added tax and/or withholding taxes. Value added tax shall be added to Freddie Med’s invoice(s) at the appropriate rate. You shall make all payments under this Agreement free and clear of any deduction or withholding of any kind, save only as may be required by law. If any such withholding or deduction is required, You shall, at the same time as making the payment to which the withholding or deduction relates, pay to Freddie Med such additional amount as will, after the deduction or withholding has been made, leave Freddie Med with the same total amount that it would have received if no such withholding or deduction had been required.
10.1 Mutual warranties
Each party warrants that: (a) it has all necessary rights, power and authority to enter into this Agreement and perform its obligations under this Agreement; (b) its obligations under this Agreement constitute binding obligations in accordance with the relevant terms; and (c) it will not enter into any contract or accept any obligation inconsistent or incompatible with its obligations under this Agreement.
10.2 Your warranties
You warrant that: (a) where You have registered to use the Service on behalf of another person or entity, You have the authority to enter into this Agreement on behalf of that person or entity and that by registering to use the Service You bind the person on whose behalf You act; and (b) You are authorised to use the Service and the Data that You input into the Service and to access Data that is made available to You through Your use of the Service.
To the fullest extent permitted by law and unless expressly specified in this Agreement: (a) the provision of, access to, and use of, the Service is on an "as is" basis and at Your own risk; (b) Freddie Med gives no warranty, makes no representation or commitment, and shall have no liability or obligation whatsoever that Your use of the Service will be uninterrupted or error-free; and (c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this Agreement.
10.4 Applicable laws
You remain solely responsible for complying with all laws and regulations applicable to Your use of the Service and obtaining the benefit of this Agreement. It is Your responsibility to check that use of the Service and access to Data will comply with laws applicable to You (including any laws requiring You to retain records or ensure security or confidentiality).
10.5 Not a medical device
You acknowledge and agree that the Service is not designated as a medical device and that You will not use or attempt to use the Service as a medical device. Freddie Med expressly disclaims any and all liability in connect with any use of or reliance on the Service as a medical device by any person (including without limitation You, any Other Professionals and any Patients).
11. LIMITATION OF LIABILITY
11.1 Unlimited liabilities
Nothing in this Agreement excludes or limits: (a) Your obligations: (i) to pay any applicable Fees; (ii) under section 5.4; or (iii) under section 6.4; or (b) the liability of either party: (i) for death or personal injury caused by negligence; (ii) for fraud or fraudulent misrepresentation, or (iii) for any other liability which cannot be limited or excluded by law.
11.2 Liability exclusions
Neither party shall be liable to the other party in contract, tort (including negligence), misrepresentation or for breach of any duty (including strict liability) or otherwise for: (a) any loss of profits or revenue; (b) loss of business; (c) loss of goodwill; (d) (subject to section 11.3) loss of or damage to data (including Data); or (e) any special, indirect or consequential loss, in each case however arising under or in connection with this Agreement.
11.3 Loss of Data
In the event of any loss or damage to Data caused by Freddie Med’s breach of this Agreement, Your sole and exclusive remedy shall be for Freddie Med to use reasonable endeavours to restore the lost or damaged Data from the latest back-up of such Data maintained by Freddie Med.
11.4 Damages cap
Each party’s total aggregate liability in contract, tort (including negligence), misrepresentation or for breach of any duty (including strict liability) or otherwise, arising out of or in connection with this Agreement shall be limited to the total Fees paid (or if You have chosen the ‘Free’ version of the Service, the total Fees that would have been paid if You had purchased the ‘Premium’ version) during the 12 months immediately preceding the date on which the cause of action arose.
11.5 Non-compliant use
Freddie Med shall have no liability under this Agreement to the extent any such liability is caused by use of the Service contrary to Freddie Med's instructions, or modification or alteration of the Service by any party other than Freddie Med or its duly authorised contractors or agents.
Freddie Med may immediately suspend all or part of Your use of the Service if: (a) Freddie Med reasonably believes Your use of the Service could adversely impact the Service, other customers’ use of the Service, or the Freddie Med network or servers used to provide the Service; (b) there is any actual or suspected unauthorised access to the Service; (c) Freddie Med reasonably believes it is required to do so in order to comply with applicable law; (d) You are in breach of section 3; and/or (e) if at any time You no longer have a valid Registration or are unable to provide evidence of Your Registration to Freddie Med’s satisfaction. Freddie Med shall lift any such suspension when the circumstances giving rise to the suspension have been resolved to its satisfaction. At Your request, unless prohibited by applicable law, Freddie Med will notify You of the basis for the suspension as soon as is reasonably practicable.
TERM AND TERMINATION
This Agreement shall commence on the Registration Date and shall continue in force until terminated by either party giving written notice to the other party.
On termination of this Agreement for any reason: (a) all licences granted under this Agreement shall immediately terminate and You must cease using the Service; and (b) each party shall return and make no further use of any property, Confidential Information and other items (and all copies of them) belonging to the other party.
Neither party shall have any liability to the other under this Agreement if it or any of its third party suppliers or sub-contractors is prevented from or delayed in performing its obligations by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (each a “Force Majeure Event”).
No variation of this Agreement shall be effective unless it is in writing and signed by the parties.
15.2 No waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
15.4 Entire agreement
This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each party acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. Each party represents and agrees that in entering this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.
Neither party shall assign any of its rights under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Freddie Med shall be entitled to sub-contract or delegate the performance of its obligations under this Agreement to any third party.
15.6 Third party rights
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
15.7 Cumulative remedies
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
15.8 Governing law and jurisdiction
This Agreement and any dispute or claim arising out of or in connection (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims).