Terms and Conditions

By checking the box, you acknowledge and agree to the terms and conditions ("Agreement") between Innovative Online Products, including its affiliates, ("we", "us", or "our"), and you, the individual or legal entity registering for the software and/or services ("you" or "Customer"). This agreement, along with any applicable order form, governs your access to and use of the software and/or services provided by us.

Preamble

Innovative Online Products has developed and owns a software known as the Demand & Capacity Optimisation Tool (DCOT), which is provided to customers on a Software-as-a-Service (SaaS) basis. This agreement governs the relationship between Innovative Online Products ("we", "us", or "our") and you, the customer ("you" or "Customer"), regarding your subscription license, as well as the access and use of the Service (as defined below) by you and any end users authorised by you.

1. Acceptance of Terms of Service

1.1 By subscribing to the Demand & Capacity Optimisation Tool ("DCOT") services ("Service") provided by Innovative Online Products, you agree to these Terms of Service ("TOS").

1.2 You may access the Service either individually or on behalf of a Practice. If accessing on behalf of a Practice, you represent and warrant that: (i) you have the authority to bind the Practice to these TOS, and (ii) you are accepting these TOS on the Practice's behalf.

1.3 We reserve the right to modify these TOS at any time. Continued use of the Service after changes indicates your acceptance of the new terms. All contract renewals will be subject to the then-current TOS.

2. Software Access; Restrictions

2.1 Subject to these TOS, we grant you, the customer, a limited, non-transferable, and non-exclusive right to access and use Innovative Online Products' proprietary and hosted software products, including related documentation (collectively referred to as the "Software" or "Service"), via a web browser.

2.2 Innovative Online Products is responsible for hosting the Service and makes it available for your use via a web browser. These TOS do not convey any rights in or to the Service, except as expressly stated in this agreement. We are not obligated to provide any physical copies of the software or code.

2.3 You agree not to (i) copy, modify, create derivative works from, or alter the Service; (ii) lease, rent, distribute, or resell the Service; or (iii) use the Service to develop a competing solution, or assist anyone else to do the same. You must use the Service in compliance with all applicable local, regional, national, and international laws and regulations.

2.4 You are prohibited from (i) using the Service to upload or distribute any content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as determined by Innovative Online Products; (ii) reselling, reproducing, duplicating, or exploiting any part of the Service without our express written permission; or (iii) using robots, spiders, or any other automated or manual processes to monitor or copy content from the Service.

2.5 The paid license granted to you includes basic support at no additional cost. We will make reasonable efforts to ensure the Service is available 24 hours a day, 7 days a week, except for (a) planned downtime, or (b) any unavailability caused by circumstances beyond our reasonable control, such as acts of God, government actions, natural disasters, terrorism, ISP failures or delays, labour disputes (other than those involving our employees), or DDoS attacks.

3. Data Protection; Indemnification

3.1 We prioritise the safety of your data. Details on how we protect and manage your data are available in our Privacy Policy.

3.2 We are committed to complying with British data protection laws in our operations.

3.3 Should there be a breach of your data, we will promptly inform you of the nature and extent of the breach and will undertake immediate corrective measures in line with industry standards.

3.4 Innovative Online Products is liable for damages arising from data processing or handling only to the extent that we have not adhered to obligations specifically aimed at processors under GDPR, SOC II, or both, or in cases where we have not followed your lawful instructions.

3.5 All data collected, while anonymised, will be stored exclusively within England and will not be transferred outside of this jurisdiction.

3.6 We reserve the right to store, analyse, and utilise anonymised data in line with our marketing strategies. Our system does not collect, store, or transfer any patient information or data that could be used to identify patients.

4. Payment Terms; Commitment Periods

4.1 If your company is situated within Great Britain, the fees we charge will include the local Value Added Tax (VAT). If your company is based outside Great Britain, all fees are exclusive of any relevant duties or taxes. You are responsible for the payment of all such taxes or duties.

4.2 Yearly licensing agreements necessitate a minimum commitment of one year. You will be invoiced, and payment is due in advance of the first month of each annual commitment period. If your subscription is suspended due to non-payment, you will forfeit the yearly subscription rate for that period and access to the DCOT system will be revoked.

4.3 All payments must be made within 5 working days from the invoice date and should be paid via bank transfer or the specified payment method.

4.4 You are permitted to increase the number of user licenses within your account. Any such increases will be billed in accordance with the agreed per-user rate. For large practices or health groups operating from multiple sites that require individual reports, each additional site will be charged at 50% of the main site's cost.

4.5 Failure to pay the invoice within the specified payment period following receipt, may result in suspension of your access to the Service until we receive payment for any outstanding invoices.

4.6 License prices may be subject to an annual adjustment to reflect increasing operational costs, within reasonable limits. Any such adjustments will be communicated to you in writing and will not affect the periods for which you have already paid.

5. Proprietary Rights

5.1 Innovative Online Products retains all rights, title, and interest in and to the Software, including but not limited to all intellectual property rights therein. These rights are protected by British intellectual property laws.

5.2 Innovative Online Products maintains all rights, title, and interest in and to the Software and/or Service, as well as any modifications or enhancements thereof, regardless of any inspiration or input you may provide.

5.3 You hold all rights, title, and interest to any data or information you upload to the Service, or that we upload on your behalf, provided such data was already in your possession. We claim no rights or interests in your personally identifiable information.

5.4 We may collect, use, and disclose data related to the performance and use of the Software and/or Service, including transactional data, for our business purposes, provided that such use does not disclose any personally identifiable information.

6. Employee Responsibility; Illicit Use of the Service

6.1 You acknowledge that Innovative Online Products does not exert control over your specific human resources practices or decisions concerning employment, promotion, compensation, or termination. You are fully responsible for all decisions made in relation to your use of the Software and/or Service and agree to use the Software and/or Service at your own risk.

6.2 It is your responsibility to ensure that your Practice’s use of our Software and/or Service complies with all applicable laws.

6.3 All content and information uploaded must comply with your applicable laws. Prohibited actions include, but are not limited to:
Uploading content that violates data protection, criminal, copyright, or commercial protection laws, or infringes on personal rights.
Uploading defamatory, harassing, fraudulent, libelous, obscene, virus-infected, unconstitutional, sexist, racist, or pornographic content.

6.4 If you violate any terms of this agreement, after a prior warning, we reserve the right to suspend access to our Software and/or Service until you stop the violation and rectify any resulting issues.

6.5 You are liable for any actions taken by your employees while using our Service. You agree to indemnify Innovative Online Products from any claims made by other users, customers, or third parties arising from the illicit use of the Service by you or your employees.

6.6 The right to pursue legal remedies or damages remains unaffected in the event of any breach of these terms.

7. Liability Limitation

7.1 We shall be liable for damages caused by us only if such damages are:
Caused by gross negligence, malicious intent, or fraudulent misrepresentation. Caused by the injury to life, body, or health.
Resulting from the breach of fundamental contractual obligations, which are the basic duties central to the essence of the agreement and that were decisive for the conclusion of the agreement. In the case of a breach of fundamental contractual obligations through simple negligence, our ensuing liability for damages shall be limited to the foreseeable damages that typically occur.

7.2 We shall also be liable for any damages resulting from the breach of any guarantees to the extent assumed by us, within the scope of the agreed guarantee.

7.3 Any liability not expressly provided for in Paragraphs 1 and 2 above shall be disclaimed.

7.4 Liability under the Product Liability Act remains unaffected.

8. Term Activation and Termination

8.1 These Terms of Service (TOS) become effective upon the commencement of your license to the Software and/or Service (on “receipt of payment”) and apply in full until all licences granted in accordance with these TOS have expired or been terminated. If you are utilising a free trial period and do not choose to purchase a licence, the TOS will terminate at the end of the free trial period.

8.2 Your purchased licenses commence on the receipt of payment specified in the applicable order and continue for the subscription term of one year.

8.3 You may terminate your use of our Software and/or Service by emailing [info@demandandcapacity.com]. Subscriptions may be terminated at any time prior to the expiry of the current term. Unless otherwise agreed, you will not receive a refund or credit for early termination of the subscription.

8.4 We may terminate or suspend your access to the Service without liability if such termination or suspension is based on our good faith belief that you have violated any of the TOS and you failed to remedy the violation within thirty (30) days after we provided notice of this violation.

8.5 The right to terminate for cause and without notice is reserved by both parties.

8.6 Any notice of termination must be delivered in a textual form (e.g., via email) to be effective.

8.7 Upon your request made within [15 working days] after the effective date of termination, we will make your data available to you in an agreed format. After such [15 working days] period, we have no obligation to maintain or provide any of your data and may thereafter, unless legally prohibited, delete all of your data in our systems or under our control.

9. Publicity

You agree that we may disclose the fact that you are our customer. Whilst these Terms of Service (TOS) are in effect, you grant us the right to reference your company name and logo in our marketing materials, both online and offline.

9. Miscellaneous

9.1 Neither party may assign its rights or obligations under these TOS without the prior written consent of the other party. Any unauthorised assignment shall render this agreement null and void.

9.2 Any disputes that the parties cannot resolve amicably shall be settled by the jurisdiction of the courts of Great Britain.

9.3 If any provision of these TOS is found to be wholly or partly invalid or unenforceable, the remainder of the TOS shall remain in effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while reflecting, as closely as possible, the original intent of the parties.

9.4 These TOS constitute the entire agreement between us regarding the Software and/or Service and supersede all prior representations, agreements, and understandings, whether written or oral.