DEFINITIONS

Alphicare: Alphicare Ltd, its directors, employees, service partners

Alphicare System: A cross platform web browser based electronic notes system that is securely accessed via the internet, or within a local intranet environment.

Alphicare Services: Consultancy and Services provided by Alphicare related to and including the provision of the Alphicare System, and related activities including but not limited to data and infrastructure back-ups, performance monitoring, updates, support and training activities.

You: The party listed in this Agreement as the Customer, representatives, employees or affiliates

Your Users: Any person or persons You authorise to access, monitor, manage or use the Alphicare system. This includes but is not limited to management, care staff, legal representatives, or third party consultants and therapists, and next of kin, legal guardians of Your Clients, and Your Clients themselves.

Your Clients: Your Customers, patients or any other person for whom You or your users are responsible to deliver a product or service or information.

Your Order: The services you request that are provided by Alphicare and are listed in the Service Schedule.

Data Processors: Alphicare features that offer You the ability to process Your information based on parameters and criteria specified by You. Alphicare Data Processors have been developed to ensure You have the greatest level of control and by using them you acknowledge that Alphicare permits You and/or Your Users to use the Alphicare System to process the specified data within the boundaries of Your parameters for use at Your discretion for Your business purposes.

Service Schedule: A document that forms part of this agreement which states the particulars ( including but not limited to the duties, pricing and payment terms) of the services offered by Alphicare and agreed by You.

Service Period: The time period during which Alphicare will provide the Alphicare System and related services to You.

In writing: includes email, posted mail, courier or hand delivered delivery methods.

INTRODUCTION

Alphicare provides a cross platform web browser based electronic notes system that is securely accessed via the internet. The Alphicare system enables Your Users to create Data Processors that will create alerts, messages, reminders, advisory notes, and other supporting features that are fully created, maintained, managed and controlled by You and not Alphicare. The use of any Alphicare features is done so at Your discretion.

CONFIDENTIALITY

Alphicare shall not disclose personal information to any third party without prior consent in writing from You.

Alphicare will make the information in the Alphicare System available only to You and Your Users who have successfully provided the correct authentication information.

Alphicare shall never store passwords in plain text and shall not have the ability to recover passwords for user accounts. With the exception of necessary Alphicare service and support accounts required to perform the duties in this agreement and Service Schedule, all access shall be authorised, monitored and managed by You. This includes usage out of hours and/or usage in other geographic locations.

Alphicare shall not restrict the method of connectivity or hardware specifications for accessing the Alphicare system. You accept that You not Alphicare are responsible for security, functional and performance issues arising from and directly related to Your choice of these methods.

You agree that Alphicare will only have access to and utilise confidential information when necessary to provide, maintain and support the Alphicare system and related services to You and Your Users.

Alphicare shall not own data or content created, stored or processed either for or by You, and You agree that You and/or Your Users shall perform the necessary due diligence and professional judgement when interpreting information delivered by the Alphicare system.

You acknowledge that the Alphicare System is intended as a support tool, and is not a replacement for Your or Your Users’ duty of care or professional responsibilities to your clients, patients or any other person for whom You or Your Users are responsible to deliver a product or service. You indemnify Alphicare for all Your responsibilities to Your Clients.

You acknowledge that if You are creating, storing or processing personal or personal sensitive data You will be responsible for obtaining all necessary consents to create, store and process such information using the Alphicare System.

USE OF THE SERVICES

We will make Alphicare System and related services listed in Your Service Schedule available to You pursuant to this agreement and Your Service Schedule. Except as otherwise stated in this Agreement or Your Service Schedule, You have the non-exclusive, worldwide, limited right to use the Services during the Service Period, unless earlier terminated in accordance with this Agreement or the Service Schedule (the “Service Period”), solely for Your internal business operations. You may allow Your Users to use the Services for this purpose, and You are responsible for their compliance with this Agreement and Your Service Schedule.

The Service Schedule describes and governs the Services. During the Service Period, we may update the Services and Service Specifications to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content. Alphicare updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Service Period of Service Schedule.

You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking, availability or performance testing of the Services; or (c) perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration tests of the Services. In addition to other rights that we have in this Agreement and Your Service Schedule, we have the right to take remedial action if the Acceptable Use clauses are violated, and such remedial action may include, without limitation, removing or disabling access to material that violates the policy.

You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including, without limitation, any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, or from Your use of the Services in a manner that is inconsistent with the terms of this Agreement. You may disclose or transfer, or instruct us to disclose or transfer, Your Content to a third party, and upon such disclosure or transfer we are no longer responsible for the security or confidentiality of such content and applications outside of Alphicare.

FEES AND PAYMENT

All fees payable are due within 30 days from the invoice date once placed, Your order is non-cancellable and the sums paid non-refundable, except as provided in this Agreement or Your order. You will pay any sales, Value-added or other similar taxes imposed by applicable law that we must pay based on the Services You ordered, except for taxes based on our income. Also, You will reimburse us for reasonable expenses related to any Alphicare Services ordered, such as professional services. Fees for Services listed in an order are exclusive of taxes and expenses.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Alphicare on the due date stated on the invoice:

the Customer shall pay interest on any amounts overdue at the rate of 3% above the Bank of England base rate at the relevant time. Such interest will accrue on a daily basis from the due date until payment of the overdue amount, whether before or after judgement. Alphicare may choose to charge statutory interest due. The Customer shall pay the interest together with the overdue amount;

Alphicare may suspend all services until payment has been made in full.

Support via telephone and in person will be charged on a pro rata basis for the services used by or for You. These charges shall be described in the Service Schedule.

If You exceed the quantity of Services ordered, then You promptly must purchase and pay fees for the excess quantity at the rates specified in the Service Schedule.

ACCEPTABLE USE

You agree to comply with the terms in the Acceptable Use section of the Service Schedule, and agree to pay extra fees pertaining to the portion of extra usage over the specified limits at the rate indicated in the Service Schedule. If no service schedule accompanies this agreement, it is deemed that the system is being offered and used for trial purposes and acceptable use will be determined by account: storage, client, users and usage frequency limits.

OWNERSHIP RIGHTS AND RESTRICTIONS

You retain all ownership and intellectual property rights in and to your content. We retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement.

You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party.

You grant us the right to host, use, process, display and transmit your content to provide the Services pursuant to and in accordance this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights and consents related to Your Content required by Alphicare to perform the services.

You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish or copy any part of the Services (including data structures or similar materials produced by programs) unless required to be permitted by law for interoperability; (b) access or use the Services to build or support, directly or indirectly, products or services competitive to Alphicare; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by this Agreement or Your order.

WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

Alphicare warrants that it will perform (i) the provision of the Alphicare system, and all related professional services in a professional manner in accordance with the Service Schedule. If the services provided to You are not performed as warranted, You must promptly provide written notice to Alphicare that describes the deficiency in the services (including, where applicable, evidence of or information required to reproduce system issues).

YOU UNDERSTAND THAT ALPHICARE DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT ALPHICARE WILL FIX ALL SERVICE ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT SUPPLIED BY ALPHICARE, AND (C) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT ALPHICARE DOES NOT HAVE CONTROL OVER THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING MOBILE AND WIRELESS OPERATORS, AND THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ALPHICARE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ALPHICARE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS OR THIRD PARTY CONTENT. ALPHICARE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT OR SERVICES, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT OR SERVICES.

FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND ALPHICARE’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF ALPHICARE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND ALPHICARE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO ALPHICARE FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

Alphicare may (i) collate statistical, performance and operations information related to the provision of services, and (ii) use data in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “System Analyses”). Alphicare may make System Analyses publicly available; however, System Analyses will not incorporate Your Content or Confidential Information in a form that could serve to identify You or any individual, and System Analyses do not constitute Personal Data. Alphicare retains all intellectual property rights in System Analyses

You acknowledge that the Alphicare system is designed with capabilities for You and Your Users to access the system without regard to geographic location. You are solely responsible for the authorization and management of user accounts, as well as export control and geographic transfer of Your Content.

FORCE MAJEURE

Neither party shall be responsible for failure or delay of performance if caused by: an act of war, sabotage, or hostility; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. Both parties agree to use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services and affected orders upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or the Client’s obligation to pay for the services provided by Alphicare.

TERM AND TERMINATION

This Agreement is valid for any Service Schedules which this Agreement accompanies. If no service schedule accompanies this agreement, it is deemed that the system is being offered and used for trial purposes.

Services provided under this Agreement shall be provided for the Service Period defined in Your Service Schedule. If stated in the Service Schedule, the Service Period of certain Alphicare Services will automatically be extended for an additional Services Period of the same duration unless (i) You provide Alphicare with written notice no later than thirty (30) days prior to the end of the applicable Services Period of Your intention not to renew such services, or (ii) Alphicare provides You with written notice no later than thirty (30) days prior to the end of the applicable Services Period of its intention not to renew such services. (iii) Alphicare Services are available to You on a trial basis, during which time either party may terminate this agreement within 48 hours by providing written notice.

Alphicare may suspend Your or Your Users’ access to, or use of, the Services if we believe that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b) You or Your Users are accessing or using the Services to commit an illegal act; or (c) there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted, we will provide You with advance notice of any such suspension. We will use reasonable efforts to re-establish the Services promptly after we determine that the Issue causing the suspension has been resolved. During any suspension period, we will make Your Content (as it existed on the suspension date) available to You. Any suspension under this paragraph shall not excuse You from Your obligation to make payments under this Agreement.

If either party breaches a material term of this Agreement or the order and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the order under which the breach occurred. If we terminate the order as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order plus related taxes and expenses. Except for non-payment of fees, the non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use those Services ordered.

For a period of no less than 30 days after the end of the Services Period of an order, We will make Your Content (as it existed at the end of the Services Period) available for retrieval by You. At the end of such 30 day period, and except as may be required by law, we will delete or otherwise render inaccessible any of Your Content that remains in the Services.

Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.

Modification or Waiver. The parties hereto may, by mutual agreement, amend any provision of any Service Agreement or these General Terms and Conditions, and any party hereto may grant consent or waive any right to which it is entitled under any Service Agreement or these General Terms and Conditions or any condition to its obligations under any Service Agreement or these General Terms and Conditions, provided that each such amendment, consent or waiver shall be in writing

GOVERNING LAW AND JURISDICTION

This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.