Terms & Conditions

Last updated: 1st April 2021

HEALTHCODE SERVICES TERMS AND CONDITIONS
Your attention is particularly drawn to the provisions of clause ‎16 (Disclaimers) and clause ‎17 (Limitation of Liability).

1. ABOUT US

1.1 Company details. Healthcode Limited (company number 03867872) (we and us) is a company registered in England and Wales and our registered office is at 10 Orange Street, London WC2H 7DQ and main trading address is at Rourke House, Watermans Business Park, The Crescent, Staines-upon-Thames, Surrey TW18 3BA.  Our VAT number is GB 731 7965 12. We operate the websites www.healthcode.co.uk, www.veda.healthcode.co.uk, www.theppr.org.uk and www.secure.theppr.org.uk.  
1.2 Contacting us. To contact us, telephone our Customer Service team at 0300 900 4900 or e-mail This email address is being protected from spambots. You need JavaScript enabled to view it.. How to give us formal notice of any matter under the Contract is set out in clause ‎22.2.

2. OUR CONTRACT WITH YOU

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. You must read these Terms carefully before clicking the “ACCEPT” box. By clicking the “ACCEPT” box you agree to be bound by the Terms and to ensure that any of your users of the Services also comply all aspects of these Terms.
2.2 Upgrades and Downgrades. We do, from time to time, provide you with the ability to upgrade or downgrade your current Service. These Terms shall, for the avoidance of doubt, continue to apply to the upgraded or downgraded Services and shall still form the basis of the Contract between us for the Services.
2.3 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.4 Language. These Terms and the Contract are made only in the English language.
2.5 Your copy. You should print a copy of these Terms or save them to your computer for future reference.

3. VARIATIONS
3.1 We may modify these Terms at any time. When we make material modifications, we will provide you with prior notice as we deem appropriate under the circumstances, such as by displaying a prominent notice on our website, by seeking your agreement within the Service or by sending you an email. Your continued use of the Services after modifications have been made to these Terms will constitute your acceptance of the modifications. Please therefore make sure you read any such notice carefully. If you do not wish to continue to use the Services upon the modified Terms, then you may cancel the Contract in accordance with clause ‎6 and, in the event you exercise your right of cancellation, the Terms as drafted prior to the change will apply until your use of the Services ceases in accordance with clause ‎6.2.

4. PLACING AN ORDER AND ITS ACCEPTANCE
4.1 Placing your order. Please follow the onscreen prompts to place an order for the services specified in the order (Services) and make sure that you select the Service and package that you wish to receive from us. You may only submit an order using the method set out on the website.
4.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
4.3 Confirming your order. Your order constitutes an offer by you to purchase Services in accordance with these Terms. Our acceptance of your order will take place as described in clause ‎4.4.
4.4 Formation of the Contract. Your order shall be deemed to be accepted on the earlier of: (i) us issuing you with written acceptance of your order; or (ii) any act by us (such as providing the Services or issuing you with usernames and passwords) that is consistent with fulfilling the order, at which point and on which date the Contract between you and us will come into existence (Commencement Date).

5. TERM
5.1 5.1 The Contract comes into force on the Commencement Date and remains in force for an initial period of 1 month 'Initial Term' at which point it will be a monthly rolling contract until cancelled or terminated by you or us in accordance with clause ‎6 or clause ‎19.
5.2 If you or we cancel or terminate the Contract, of if we suspend your access to the Services, you agree that we shall have no liability or responsibility to you, and (subject to our rights in clause ‎6.2) we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.

6. CANCELLATION OF THE CONTRACT
6.1 Either of us may cancel the Contract at any time on notice. In order for you to cancel the Contract, you should utilise the online cancellation functionality within the portal for our Services. You can also email us at This email address is being protected from spambots. You need JavaScript enabled to view it. or contact our Customer Services team by telephone on 0300 900 4900. If you are emailing us, please include details of your account number to help us to identify your Contract. If you send us your cancellation notice by email, then (subject to clause ‎6.3) your cancellation is effective from the date you send us the email. For example, you will have given us notice in time as long as you email us before midnight on that day.
6.2 If either of us cancel the Contract pursuant to clause ‎6.1 you will still be able to use the Services for any period that you have paid in advance. However, if we cancel the Contract pursuant to clause ‎6.1, we may elect instead to provide you with a pro-rata refund of any amounts you have paid in advance, in which case the cancellation will be automatic upon us giving you notice.
6.3 Please note that cancelling direct debits does not happen immediately. So, if you cancel the Contract, and your next direct debit is due to be paid within the next 5 days, this direct debit may still be taken from your account. If the next direct debit is taken, clause ‎6.2 shall still apply.

7. OUR SERVICES
7.1 Descriptions and illustrations. Any descriptions or illustrations on our website, not including the appendices to these Terms set out below, are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
7.2 Details of the Services. These Terms apply to the following services:

• Clearing Service as set out in Appendix A
• ePractice Basic as set out in Appendix B
• ePractice Lite as set out in Appendix C
• ePractice Pro as set out in Appendix D
• The Private Practice Register (The PPR) as set out in Appendix E
• healthDrive storage as set out in Appendix F
• healthVideo as set out in Appendix G

 

7.3 Compliance with appendices. Subject to our right to amend the appendices (see clause ‎3 and clause ‎7.4) we will supply the Services to you in accordance with the appendices for the relevant Services (in place at the date of your order) in all material respects.
7.4 Changes to appendices. In addition to our rights at clause ‎3, we reserve the right to amend the appendices for the applicable Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
7.5 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
7.6 Usernames and passwords. Upon commencement of your use of the Services, you (and your users) will be able to submit requests for usernames and passwords via our website. We will issue the usernames and passwords (which are validly requested) within a reasonable time following such request.
7.7 Time for performance. We will use all reasonable endeavours to meet any performance dates that we provide to you in writing, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
7.8 Fair usage. Some categories of our Services may be subject to fair usage requirements. For more details on any fair usage requirements that may apply to your particular Service, please see the applicable appendix.
7.9 Your use of the Services. You are responsible for the following:

(a) keeping usernames and passwords confidential and taking all necessary steps to ensure that they are kept secure and not disclosed to any unauthorised person;
(b) ensuring that you never leave a terminal logged on and unattended such that any unauthorised person could obtain information about a patient or other third party from the Services;
(c) ensuring that you will only access our system and use our Services whilst duties necessitate it and you shall advise us when access to our system and the Services is no longer required;
(d) if you believe that username(s) or password(s) have been discovered or are being misused, you must tell us immediately and take all steps necessary, or as may be requested by us, to prevent such use; we may suspend use of the Services or change your password and notify you we have done so if we think there is likely to be a misuse of the Services or a breach (or threat of breach) to the security and/or integrity of the Services and/or our systems;
(e) you may only use the Services for the purposes described in the appendices;
(f) you must not upload or transmit any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights (including intellectual property rights) of ours or any other party and you must at all times use the Services in a lawful and proper manner and only for the purposes set out in these Terms; and
(g) you shall not sell, resell, reproduce, duplicate, copy or create derivative works of any portion of the Services, or use the Services to provide services that are the same or similar to the Services to any third party.

7.10 Prohibited Acts. Except as expressly set out in these Terms or as permitted by local law, you undertake:

(a) not to copy the Services, except where such copying is incidental to normal use of the Services or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Services nor permit the Services or any part of it to be combined with, or become incorporated in, any other programs;
(c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited;
(d) not to provide, or otherwise make available, the Services in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us.

8. YOUR OBLIGATIONS
8.1 It is your responsibility to ensure that:

(a) the terms of your order are complete and accurate;
(b) you have the power and authority to agree to and perform the Contract and that the performance of the Contract has been duly authorised by all necessary actions;
(c) you co-operate with us in all matters relating to the Services;
(d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) you obtain and maintain all necessary licences, permissions and consents which may be required by you and your users to use the Services before the date on which the Services are to start;
(f) you comply with all applicable laws, including health and safety laws;
(g) if and to the extent that you are the appointed representative acting on behalf of a medical specialist, consultant or practitioner, you shall facilitate for us direct contact with the medical specialist, consultant or practitioner so that we can obtain authorisation directly to process patient data and confidential data on behalf of the medical specialist, consultant or practitioner; and
(h) you keep all of our materials, equipment, documents and other property (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation.

8.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause ‎7.9 and/or clause ‎8.1 (Your Default):

(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause ‎19;
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

8.3 You agree to indemnify, defend and hold harmless (in full) us from and against all losses, expenses, damages and costs, including solicitors’ fees, resulting from any breach of the Contract, any negligent or wrongful conduct by you and/or your users or resulting from your or your users’ use of the Services in a manner not compatible with the purposes for which it is intended.

9. SERVICES IN UK ONLY
9.1 Unfortunately, we are only able to provide the Services within the UK.

10. MEDICAL SPECIALISTS AND CONSULTANTS
10.1 In the event that you are acting on behalf of a medical specialist, consultant or practitioner:

(a) we may set up certain ‘micro’ or ‘child’ sites for that medical specialist, consultant or practitioner which will contain confidential information of the medical specialist, consultant or practitioner and/or Personal Data for which they are a Controller (Child Site);
(b) when setting up a Child Site, we will provide the medical specialist, consultant or practitioner with a form (via email) in order to obtain their permission to set up this Child Site on their behalf;
(c) in the event that you are informed by the medical specialist, consultant or practitioner that they no longer wish you to be acting on their behalf, you:

(i) shall promptly notify us of the same;
(ii) shall facilitate for us direct contact with the medical specialist, consultant or practitioner so that we can obtain confirmation directly from the medical specialist, consultant or practitioner that they no longer wish you to be acting on their behalf and so we can obtain other information from them including in relation to how their arrangements with us will be dealt with in the future (whether via a replacement entity to you or directly between us and the medical specialist, consultant or practitioner); and
(iii) acknowledge and agree that, subject to any confidential information belonging to you, which you shall identify to us in writing in the necessary detail for us to locate and identify it within the Child Site, the applicable medical specialist, consultant or practitioner is the Controller of Personal Data and the data owner of other information within the Child Site and, as such, we may freely allow the replacement entity or the medical specialist, consultant or practitioner access to the Child Site.

(d)in the event that we exercise the rights set out in clause ‎10.1(c), you may still need to have access to certain elements of the Child Site (for a certain limited period, generally not more than 6 months, but to be determined by the medical specialist, consultant or practitioner) to enable you to fulfil any continuing obligations you may have to the medical specialist, consultant or practitioner (such as processing old invoices) and, in this situation, you will only access the Child Site as strictly necessary to fulfil these obligations and you will keep confidential any information that you access or process as part of this limited access to the Child Site.

 

11. CHARGES
11.1 In consideration of us providing the Services where applicable you must pay our charges (Charges) in accordance with this clause ‎11.
11.2 The Charges for the relevant Services are the prices quoted on our website at the time you submit your order. It may be that we do not charge for all our Services and the details will be set out on our website.
11.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
11.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause ‎11.7 for what happens if we discover an error in the price of the Services you ordered.
11.5 We reserve the right to increase the Charges once per calendar year and we will notify you of the increase at least 30 days in advance of the increase taking effect.
11.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
11.7 It is always possible that, despite our reasonable efforts, some of the Services on our website may be incorrectly priced. Where the correct price for the Services is less than the price stated on our website, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

 

12. HOW TO PAY
12.1 Payment for the Services is in advance unless otherwise agreed with you in writing. We will take your first payment upon acceptance of your order and will take subsequent payments monthly in advance.
12.2 Payment for the Services is by direct debit unless otherwise agreed with you in writing. Your designated bank account will be charged automatically each month.
12.3 We will provide you with an electronic invoice within the portal for our Services, which you can download at your convenience. For any failed or cancelled payments, a £20 administration fee may be levied.
12.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause ‎19, you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause ‎12.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
12.5 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

13. COMPLAINTS
13.1 If a problem arises or you are dissatisfied with the Services, we have a comprehensive complaints policy https://www.healthcode.co.uk/making-a-complaint

14. INTELLECTUAL PROPERTY RIGHTS
14.1 All intellectual property rights in, or arising out of or in connection with, the Services will be owned by us or our third party licensors (Our IPR).
14.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to use Our IPR for the purpose of receiving and using the Services in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause ‎14.2.
14.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable, perpetual and irrevocable licence to copy and modify any materials provided by you to us for the purpose of providing the Services.

 

15. HOW WE MAY USE YOUR PERSONAL INFORMATION
15.1 In this clause ‎15 (and for the purposes of clause 10), the following definitions apply:
Controller: as defined in the applicable Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Personal Data: as defined in the applicable Data Protection Legislation.
Personal Data Breach: as defined in the applicable Data Protection Legislation.
Processing: as defined in the applicable Data Protection Legislation (and related terms such as process have corresponding meanings).
Processor: as defined in the applicable Data Protection Legislation.
Transfer Safeguards: means safeguards that are recognised under the Data Protection Legislation for permitting the transfer of Personal Data outside of the UK.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
15.2 You and we will comply with all applicable requirements of the Data Protection Legislation and all relevant Codes of Practice and other guidelines issued by the Office of the Information Commissioner in respect of the Personal Data which is processed via, or is caused to be processed by, us in providing the Services. Our Privacy Notice (available at http://www.healthcode.co.uk/privacy) applies to our processing of Personal Data. This clause ‎15 is in addition to, and does not relieve, your or our obligations under the Data Protection Legislation and other guidelines issued by the Office of the Information Commissioner.
15.3 To the extent that you provide us with any Personal Data as part of the Services, you shall ensure that you are legally and properly entitled to pass the Personal Data to us including by ensuring that you have all necessary notices and consents in place to enable the lawful transfer of the Personal Data to us and to enable us to provide you with the Services.
15.4 We and you shall each provide reasonable assistance to each other (at the cost and expense of the requesting party) in assisting the other to comply with all applicable requirements of the Data Protection Legislation.
15.5 Without limitation to clause ‎15.2, it is our policy to follow the Code of Practice for information management systems set out in ISO/ICE 27001.
15.6 We may engage third party Processors to carry out any processing activities in respect of the Personal Data that we process as part of providing the Services, and we shall notify you of any such third party Processors by posting details on our website and/or by including relevant details in the Privacy Notice. We confirm that we have entered into or (as the case may be) will enter into with the third party Processor a written agreement incorporating terms which are substantially similar to those set out in this clause ‎15.6. As between us and you, we shall remain fully liable for all acts or omissions of any third-party Processor appointed by us.
15.7 To the extent that we are ever acting as a Processor in processing the Personal Data as part of the Services on your behalf with you acting as a Controller, we shall:

(a) process that Personal Data only on your written instructions (and you hereby instruct us to process the Personal Data you supply in order to provide you with Services) unless we are required by the laws of the UK to otherwise process that Personal Data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing the Personal Data, we shall notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
(b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting the Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted);
(c) ensure that all of our personnel who have access to and/or process the Personal Data are obliged to keep the Personal Data confidential;
(d) only transfer the Personal Data to any country outside the UK if Transfer Safeguards are in place for such transfer (to the extent required by Data Protection Legislation);
(e) notify you without undue delay on becoming aware of a Personal Data Breach;
(f) at your written direction, if you are the only Controller of the Personal Data (namely we are not acting as a Processor on behalf of another Controller in relation to the Personal Data), delete or return the Personal Data and copies thereof to you on termination of the Contract unless we are required by Applicable Law to retain the Personal Data, but we shall not be required under this clause ‎15.7‎(f) to delete Personal Data (including from backup copies), which has been stored in accordance with any retention periods set out in our retention policy, and/or where to do so would not be technically reasonable having regard to all the circumstances; and
(g) maintain, in accordance with Data Protection Legislation binding on us, written records of all categories of processing activities carried out by Healthcode on your behalf.

 

16. DISCLAIMERS
16.1 You understand and agree that the Services are provided “as is” and “as available,” without express or implied warranty or condition of any kind. We make no representations and disclaim any warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Services are free of malware or other harmful components. In addition, we make no representation nor do we warrant, endorse, guarantee, or assume responsibility for any third party applications (or the content thereof), user content, devices or any other products or services advertised, promoted or offered by a third party on or through the Services or any hyperlinked website, or featured in any banner or other advertising and we are not responsible or liable for any transaction between you and third party providers of the foregoing.
16.2 No advice or information whether oral or in writing obtained by you from us shall create any warranty on behalf of us.
16.3 Any messages sent via the Services is done on an automatic basis and are not monitored by us. Therefore, we are not responsible for the contents of any such message, or its accuracy and we do not make any representation or warranty regarding the speed or accuracy with which any message (including any claim message) is read, processed or actioned by the intended recipient.
16.4 Although we do backup certain elements of the Services in accordance with industry practice, you remain responsible for backing up all your data and materials that you contribute to, or store in, the Services (for example, in the “healthDrive”).

17. LIMITATION OF LIABILITY
17.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

17.2 Subject to clause ‎17.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;
(b) loss of revenue;
(c) loss of sales or business (including business opportunity);
(d) business interruption;
(e) loss of agreements or contracts;
(f) loss of anticipated savings;
(g) loss of use or corruption of software, data or information;
(h) loss of or damage to goodwill or reputation; and/or
(i) any indirect or consequential loss.

17.3 Subject to clause ‎17.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to:

(a) if you receive only our free Services, £250; or
(b) if you receive our paid for Services, the lesser of 100% of the total Charges paid by you under the Contract in the 12 months prior to when the claim arose or £10,000.

17.4 We have given commitments as to compliance of the Services with the relevant specification in clause ‎7.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
17.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
17.6 This clause ‎17 will survive termination of the Contract.

18. CONFIDENTIALITY
18.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause ‎18.2.
18.2 We each may disclose the other's confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause ‎18; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations and/or rights under the Contract and/or applicable law.

 

19. TERMINATION
19.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect without notice if:

(a) we believe you or your users have breached this Contract and/or are threatening the security and/or integrity of the Services or our systems;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

19.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
19.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

20. EVENTS OUTSIDE OUR CONTROL AND VIRUSES
20.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
20.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

20.3 We shall take all reasonable steps in accordance with computing industry practice to prevent viruses or other malicious code infecting our products and services, including the use of industry standard anti-virus software. You acknowledge that, to the extent any virus or malicious code is not known to or detected by such anti-virus software, we shall have no liability in relation to the same.

20.4 You agree to ensure that any computing equipment from which you access the Services is running industry standard anti-virus software which has fully up-to-date virus definitions and that such computing equipment is regularly scanned for, and cleared of, viruses, worms, trojans, ‘spy-ware’, ‘ad-ware’ or other malicious code.

21. SUSPENSION
21.1 We may suspend your account and/or the Services at any time should we consider that we have good and reasonable reasons for doing so, including if we consider such suspension to be necessary for security purposes or to ensure the correct operation of the Services and/or our systems generally.

22. COMMUNICATIONS BETWEEN US
22.1 When we refer to "in writing" in these Terms, this includes email.
22.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
22.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second working day after posting; or
(c) if sent by email, at 9.00am the next working day after transmission.
22.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
22.5 The provisions of this clause ‎22 will not apply to the service of any proceedings or other documents in any legal action.

23. GENERAL
Assignment and transfer.(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on our website if this happens.(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
23.2 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
23.4 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

 

Appendix A: Clearing Service
Healthcode's Clearing Service provides the industry billing standards for electronic invoices to private medical insurers and other healthcare payors. The solution enables invoicing from a billing or hospital or practice management system that is compliant to Heathcode's electronic billing standards. Patient billing records captured on billing or hospital or practice management system are submitted to Healthcode’s Clearing System for validation against payor specific rules. The Clearing Service offers:

• Validation of electronic invoices to Private Medical Insurers (PMIs) based on the specific PMI rules
• Visibility of positive confirmation the invoice has been collected by the payor
• Reject and flag invoice content where it does not meet the validation rules
  
  

While all Healthcode secure services are subject to username and password access controls, a number of third party practice software vendors will integrate these into their practice management system. Where this occurs, Acceptance of these Terms will constitute authorisation for Healthcode to issue your third party software vendor with the necessary password to activate electronic billing. 

In respect to ebilling services, remittance information will be made available to the healthcare providers via the System within 2 Business Days of receipt such from the payor.

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Appendix B: ePractice Basic
Healthcode ePractice biller is a basic billing secure online application for consultants, specialists, health professionals, medical secretaries, Practices, Group Practices. The service allows registered users to key billing information directly to the Healthcode secure online system.  Features include

• Patient Management: Basic database to record patient information, contact book
• Fees: Record and maintain pricing list for: insurer fees, self-pay fees, fees by contact type, multiprocedural pricing
• Invoicing: Built-in diagnosis and procedure code look-up, Insurer electronic invoicing (with validation), electronic invoices to patients and other types of payors, paper invoice.
• Payment receipts: Ability to view and print electronic remittances received from payors, including Insurers, within 2 Business Days of receipt.
• Back up & recovery: Data backed up daily and disaster recovery
• Apps: iOS tablet and mobile app

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Appendix C: ePractice Lite
Healthcode ePractice Lite is an entry level integrated secure online financial toolkit for consultants, specialists, health professionals, medical secretaries, Practices, Group Practices. The Plan allows registered users to key billing information directly to the Healthcode secure online clearing system, generate paper invoices and record payment against invoices. The Plan includes the following features:

• Patient Management:
  Record and maintain pricing list for insurer fees, self-pay fees, fees by contact type, multiprocedural pricing
• Invoicing & Payments: Built-in diagnosis and procedure code look-up, Insurer electronic invoicing (with validation), electronic invoices patients and other types of payors, paper invoice. Online payment for patients, payment shortfall letters, payment reminder letters, view & print remittances, payment tracking (record payments received), debt re-allocation
• Statement & Reports: Statement, invoice receipt, invoice and payment data export
• Secure Messaging and file storage: Secure Messaging, 2GB of healthDrive secure online file storage. GDPR Toolkit. All data hosted in UK
• Back up & recovery: Data backed up daily and disaster recovery
• Apps: iOS tablet and mobile app

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Appendix D: ePractice Pro
Healthcode ePractice Pro is an integrated toolkit on one secure platform for consultants, specialists, health professionals, medical secretaries, Practices, Group Practices. The Plan allows registered users to manage day to day operations of running a practice. The Plan includes the following features:

• Patient Management: Patient database, duplicate record checker, contact book, Insurer membership look up, Notes and alerts
• Fees: Record and maintain pricing list for: insurer fees, self-pay fees, fees by contact type, multiprocedural pricing
• Scheduling & Planning: Online video consultations, Diary, Clinic Sessions, Appointment confirmation and reminders. Confirmation emails, SMS. Reports and letters
• Invoicing & Payments: Built-in diagnosis and procedure code look-up, Insurer electronic invoicing (with validation), electronic invoices patients, paper invoice. Online payment for patients, payment shortfall letters, payment reminder letters, view & print remittances, payment tracking (record payments received), debt re-allocation, pre-populated invoices, bulk payments, auto-record payments from electronic insurer invoices, coding toolkit
• Credit Control: Credit control by aged debt, task management
• Statement & Reports: Statement, invoice receipt, invoice and payment data export, Invoice & payment reports, debt analysis reports, banking reports, reconciliation reports, debtors reporting, summary reports
• Documents & Communication: SMS, header, footer and signature images, word processing, word processing tokens, draft letter management tools, custom letters
• Secure Messaging and file storage: Secure Messaging, 2GB of healthDrive secure online file storage. GDPR Toolkit. All data hosted in UK
  Back up & recovery: Data backed up daily and disaster recovery
• Apps: iOS tablet and mobile app

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Appendix E: The Private Practice Register (The PPR)
The Private Practice Register provides a service that allows specialists, consultants and health professionals to interact with:

• Private Medical Insurers as part of their specialist recognition process
• Hospitals where specialists and consultants hold practising privileges
• Hospitals where health professionals have a relationship
  
  

The Private Practice Register provides a secure central online facility, which enables specialists, consultants and health professionals to submit information to Private Medical Insurers in support of new application for recognition; or update information for insurers with whom they are already recognised. 

The service allows specialists, consultants and health professionals, Organisations and registered users subject to either the Specialist or Organisations authorisation to:

• Submit new recognition applications securely to insurers
• Store their private practice documents securely online
• Maintain practice capabilities and keep their practice rights up to date in one system including:

o Personal Profile
o Private and NHS Practice information
o Fitness to Practise information
o Scope of Practice (for GMC-registered specialists)
o Specialty and Qualifications
o Medical Secretary Details
o Publications
o Bank Details
o Medical Indemnity
o Recognition status for insurer(s)
o Build and maintain their private practice profile
o Complimentary access to ePractice biller
o Complimentary access to Secure Messaging

Only subscribing insurers to The PPR will receive all the information you provide that is relevant to them, you may need to supply further information to non-subscribing insurers as part of your recognition application.
Hospitals where you hold practising privileges, or have a clinic will have visibility of:

• your practice hours at the hospital
• the type of patients treated at the hospital
• the type of care provided at the hospital
• the dates held on your private practice at that hospital
  
  

Only subscribing hospitals to The PPR where you hold practising privileges, or a clinic will receive all the information you provide.

As part of The PPR, Healthcode undertakes that the following information will be “non-publishable” (meaning not made publicly available, unless you otherwise provide Healthcode with express permission to the contrary) by Healthcode and/or the third party recipient of that information:

• Date of Birth
• Email Address
• Contact Number
• Mobile Number
• Bank Details
• NHS Contact Details

Right to Use The PPR and the PPR Data.
You shall only be permitted to use The PPR and the information within The PPR as expressly permitted by this Appendix E.

GMC Provisions
The General Medical Council (UK) (GMC) provides the LRMP Product (which is each of the following: (i) the list of registered medical practitioners kept by the GMC pursuant to the Medical Act 1983 (LRMP); (ii) the daily updates to the LRMP by the GMC; and (iii) the accompanying documentation setting out the file structure of the LRMP (parts of which are contained in The PPR). However, the GMC is merely granting us a licence to use the LRMP Product as part of The PPR and the GMC is not otherwise endorsing The PPR. Where the LRMP Product within The PPR has been superseded, a more up to date version is available from the GMC at their website www.gmc-uk.org.

If the GMC terminates our licence to use the LRMP Product as part of The PPR, we may (without liability or the payment of any compensation whatsoever) immediately remove the LRMP Product (or applicable part thereof) from The PPR.

For the avoidance of doubt, the inclusion of any practitioner on The PPR does not mean that this practitioner is registered to practise medicine in the UK.

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Appendix F: healthDrive storage
healthDrive is a secure file sharing and storage facility and is part of Healthcode’s Secure Messaging service. healthDrive includes the following features and functionalities:

• Healthcode’s own private, dedicated infrastructure, hosted in a secure UK data centre
• File storage – patient notes, documents, image files etc..
• Folder sharing
• Access levels to folders and files
• Automated notifications to ‘partners’ (shared individuals)
• Copy files and send as attachment via Secure Messaging
• Collaborate within departments and groups

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Appendix G: healthVideo
Using healthVideo
healthVideo is a video conferencing facility that allows you to undertake remote video consultations with patients in the United Kingdom. In return for you agreeing to comply with these Terms and this Appendix G, you may use healthVideo for the purposes of arranging and participating in an online video consultation with a patient. You may not use healthVideo for any other purpose.

You need to make sure that you have a fully functioning device (such as a laptop or tablet with camera and microphone features) (Device) with suitable power supply and a reliable internet connection in order to use healthVideo.

healthVideo is not a traditional telephone service or a replacement for a traditional telephone service. healthVideo does not provide emergency calling to any emergency services personnel or public safety answering points such as 999 (Emergency Services). If you need to access Emergency Services, please do so using your existing telephone service.

healthVideo cannot be used to make calls if you experience a power outage, cannot access the internet or if your Device has no power.

Disclaimers
healthVideo is a tool to enable you to conduct online video consultations with your patients. As such:

• You assume sole responsibility for results obtained from the use of healthVideo and for conclusions drawn from such use. We have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by or to you in connection with healthVideo.
• We make no warranties or representations regarding the completeness, reliability and/or accuracy of any content or information provided by or to you during the consultation. Any action you take upon the information provided to you in the consultation is at your own risk.
• We do not warrant that your use of healthVideo will be uninterrupted or error-free.
• You acknowledge and agree that you are responsible for procuring all power supplies, network connections and telecommunications links to enable your use of healthVideo. We are not responsible if your use of healthVideo is interrupted or unavailable due to your power supply, network connections and/or telecommunications links.
• You acknowledge and agree that you are fully responsible for your Device and for any issues or failures that arise in your use of healthVideo because of your Device.
  
  

Termination
No guarantee is made in respect of the availability of healthVideo. We reserve the right to suspend access to all or part of healthVideo or to close it indefinitely (namely, terminate it) without notice at any time.