Terms of service
BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS YOU SHOULD NOT USE THE SERVICE.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONTAIN LEGAL OBLIGATIONS AND IMPORTANT TERMS WHICH WE WILL RELY UPON.
1 DEFINITIONS AND INTERPRETATION
Unless otherwise defined in these Terms, the following words and expressions have the following meanings:
1.1 “Additional Fees” shall mean the fees payable for the Additional Services.
1.2 “Additional Services” means any additional services that Semble shall supply as agreed between the Parties in writing from time to time.
1.3 “Commencement Date” shall mean the date the Client first accesses the Service.
1.4 “Client” shall mean you, the person or business to whom Semble will provide the Service and any Additional Services, in accordance with these Terms.
1.5 "Client Data” means the data, including Personal Data, inputted by the Client and Users or Semble on the Client’s behalf for the purpose of using the Service or facilitating the Client’s or Users’ use of the Service and any data generated by, or derived from the Client’s or Users’ use of the Service, whether hosted or stored within the Service or elsewhere.
1.6 “Data Protection Legislation” means (i) unless and until the GDPR is no longer directly applicable in the United Kingdom, the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the United Kingdom and (ii) any successor legislation to the GDPR that is applicable in the United Kingdom; and (iii) the Data Protection Act 2018.
1.7 “Documentation” means the help centre located on the Website.
1.8 “Fees” means the fees payable for the Service in accordance with clause 7.
1.9 “Semble” means Semble Technology Limited (CRN: 09891593) whose registered office is at Huckletree Shoreditch, 18 Finsbury Square, London, EC2A 1AH.
1.10 “Initial Term” shall mean 1 month beginning on the Commencement Date.
1.11 “Intellectual Property Rights” means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, service marks, trade names, registered design and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.
1.12 “Model Contract Clauses” means the EU-controller to Non-EU/EEA processor model contractual clauses annexed to European Commission Decision C(2010) 593.
1.13 “Parties” means the Client and Semble and Party means either one of them.
1.14 “Premium Services” has the meaning set out in clause 7.9.
1.15 “Renewal Period” shall mean an additional 1-month period.
1.16 “Service” means the use of the online clinical system hosted by Semble via the Website as updated from time to time and any Additional Services that Semble may agree or wish to supply from time to time.
1.17 “Software” means any software contained in the Website or otherwise used by Semble in providing the Service.
1.18 “Term” means the period commencing on the Commencement Date and ending on the date of termination of these Terms in accordance with its terms.
1.19 “User” means any person other than the Client that accesses the Service with the authorisation of the Client from time to time.
1.20 “User Subscription” means a subscription purchased by the Client enabling the Users to use the Service.
1.21 “Website” means Semble’s website from time to time, currently hosted at www.semble.io.
1.22 The headings of the paragraphs of these Terms are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of these Terms. Unless a contrary indication appears, a reference to:
1.22.1 The Client doing or not doing something shall include an obligation on the Client to ensure the Users do or do not carry out the relevant activity;
1.22.2 A provision of law is a reference to that provision as amended or re-enacted;
1.22.3 A time of day is a reference to London time;
1.22.4 A working day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in London; and
1.22.5 A person includes firms, companies, government entities, trusts and partnerships.
2 DURATION AND RENEWAL
2.1 These Terms shall commence on the Commencement Date. Unless terminated earlier in accordance with clause 10 or clause 2.3, these Terms shall continue for the Initial Term.
2.2 These Terms shall automatically extend for a Renewal Period at the end of the Initial Term and at the end of each Renewal Period unless terminated earlier in accordance with clause 10 or clause 2.3.
2.3 Either Party may give written notice to the other Party, not later than 30 days before the end of the Initial Term or the relevant Renewal Period (if any), to terminate these Terms at the end of the then-current Initial Term or Renewal Period.
3 GRANT OF RIGHTS TO USE THE SERVICE
3.1 Semble grants the Client and its Users the right to access and use the Service during the Term. This right is non-exclusive, non-transferable, and limited by and subject to these Terms.
3.2 Semble may agree to provide Additional Services. Any such Additional Services shall be agreed between the Parties in writing from time to time and may be subject to further conditions.
3.3 Semble shall provide access to the Service, and any Additional Service, following the Commencement Date.
4 ACCESS TO THE SERVICE
4.1 In order to access the Service, the Client must become a registered user and provide accurate, up-to-date and complete information upon registration. Whilst Semble will exercise standard confidentiality measures, it is the Client’s sole responsibility and liability to keep secure passwords, usernames, account details and any other login details (“Access Information”) and not disclose them to third parties.
4.2 The Client is also solely responsible and liable for any activity that occurs under its Access Information. The Client must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and shall notify Semble immediately in the event of any unauthorised access or use, or any suspected unauthorised access or use. Accordingly, Semble accepts no responsibility for misuse of the Client’s account in any manner due to the Client’s disclosure of Access Information to third parties. In the event of Access Information being lost, stolen or otherwise disclosed, a Client may reset the password by following the instructions provided on the Website.
5 USERNAMES AND LOGINS
5.1 Semble hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit Users to use the Service during the Term solely for the Client’s internal business operations. Semble reserves the right to monitor usage of the Service for the purposes of ensuring compliance with these Terms.
5.2 In relation to Users, the Client undertakes that:
5.2.1 It will not allow or suffer any User Subscription to be used by more than one individual person unless it has been reassigned in its entirety to another individual, in which case the prior authorised User shall no longer have any right to access or use the Service and/or Documentation;
5.2.2 Each User shall keep a secure password for their use of the Service and Documentation;
5.2.3 It shall permit Semble or Semble's designated auditor to audit the Client’s use of the Service in order to establish the name and password of each User and the Client’s data processing facilities to audit compliance with these Terms. Each such audit may be conducted no more than once per quarter, at Semble’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business;
5.2.4 If any audit referred to in clause 5.2.3 reveals that any password has been provided to any individual who is not an authorised User, then without prejudice to Semble’s other rights, the Client shall promptly disable such passwords and Semble shall not issue any new passwords to any such individual; and
5.2.5 If any audit referred to in clause 5.2.3 reveals that the Client has underpaid Fees to Semble or such underpayment is otherwise detected, then without prejudice to Semble’s other rights, the Client shall pay to Semble an amount equal to such underpayment as well as the cost of Semble’s audit of the Client within 10 working days of the date of the relevant audit.
6 CLIENT OBLIGATIONS
6.1 The Client shall:
6.1.1 Grant all necessary access to such information as may be required by Semble;
6.1.2 Provide all necessary cooperation to Semble in order to provide the Service, including but not limited to providing information on data, security access information and configuration services;
6.1.3 Without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
6.1.4 Carry out all other Client responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the Parties, Semble may adjust any agreed timetable or delivery schedule as reasonably necessary;
6.1.5 Ensure that the Users use the Service and the Documentation in accordance with these Terms and shall be responsible for any User's breach of these Terms;
6.1.6 Obtain and shall maintain all necessary licences, consents, and permissions necessary for Semble, its contractors and agents to perform their obligations under these Terms, including without limitation the Service;
6.1.7 Ensure that its network and systems comply with the relevant specifications provided by Semble from time to time; and
6.1.8 Be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Semble’s data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
6.2 The Client shall not, except as may be allowed by any applicable law which is incapable of exclusion by Terms between the Parties and except to the extent expressly permitted under these Terms:
6.2.1 Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
6.2.2 Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
6.2.3 Access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation;
6.2.4 Use the Service and/or Documentation to provide services to third parties;
6.2.5 Except as permitted by law, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except the Users;
6.2.6 Attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under these Terms; or
6.2.7 Introduce or permit the introduction of, any malware into Semble’s Website, Software or network and information systems.
7 CHARGES AND PAYMENT
7.1 The Client shall pay to Semble the Fees for the Service as agreed with Semble and as communicated to the Client by Semble prior to the Commencement Date. The Fees relating to the monthly subscription shall be paid monthly in advance, as instructed by Semble.
7.2 Unless otherwise agreed in writing with Semble, all Fees shall be paid to Semble’s account as notified to the Client by Semble.
7.3 Additional Fees shall apply for access to Additional Services which Semble may add to its Service from time to time.
7.4 If Semble has not received payment within 30 days of the due date, and without prejudice to any other rights and remedies of Semble:
7.4.1 Semble may, without liability to the Client, disable the Client's password, account and access to all or part of the Service and Semble shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and
7.4.2 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 Semble's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
7.5 All amounts and fees stated or referred to in these Terms:
7.5.1 Shall be payable in pounds sterling;
7.5.2 Are non-cancellable and non-refundable;
7.5.3 Are exclusive of value added tax, which if applicable shall be added to Semble's invoice(s) at the appropriate rate.
7.6 Semble acting in its sole discretion reserves the right to increase the Fees payable by the Client for User Subscriptions annually at the start of each calendar year by the greater of:
7.6.1 3%; or
7.6.2 An amount equal to the latest annual rate published for the retail prices index by the UK’s Office for National Statistics.
7.7 The Client’s subscription package will be based on the number of User Subscriptions at the rates as notified to the Client by Semble prior to the Commencement Date. If the Client wishes to increase the number of User Subscriptions:
7.7.1 A Client paying on a monthly basis will be charged at the old rate until the end of the monthly payment interval in which the upgrade request was made. The changes to the number of User Subscriptions and to the Fees will apply to the Client’s account at the start of the following monthly payment interval.
7.7.2 A Client paying on an annual basis will be presented with an invoice for an annual subscription at the new rate promptly following the upgrade request. The Fees payable will be abated pro rata in proportion to the amount of time remaining on the previous annual subscription and subscription fees already paid in advance. The changes to the number of User Subscriptions will apply to the Client’s account promptly following payment of the relevant invoice in connection with the upgrade.
7.8 Semble does not provide refunds should the Client wish to reduce the number of User Subscriptions they have purchased. Such downgrades will take effect at the next Renewal Period.
7.9 Client acknowledges that the Fees covers the Service and any Additional Services and shall not cover any other services, as defined in 7.3. (“Premium Services”). Client acknowledges that any Premium Services it requests shall be charged at Semble’s then-current rates.
8.1 The Client acknowledges and agrees that the Service may occasionally be unavailable during periods of planned or unscheduled maintenance or in order to put in place any changes, modifications or upgrades to the Service, and that such unavailability will not count towards the availability calculation in this clause.
8.2 The Client further agrees that to the extent that access to the Service will not be affected or restricted, Semble may at any time perform such maintenance or put in place any changes, modifications or upgrades to the Service. In the event that it is anticipated that access to the Service may be affected or restricted, Semble will use reasonable endeavours to provide reasonable notice to the Client and will further use reasonable endeavours to perform such maintenance or put in place any changes, modifications or upgrades to the Service outside of normal business hours, in each case where possible.
8.3 The Client further acknowledges and agrees that the Service may occasionally be unavailable in the event that a third-party infrastructure provider suffers an interruption in its own service. In such event, Semble will use reasonable endeavours to work with such third party in order to minimise such interruption. For the avoidance of doubt, Semble shall not be responsible for any disruption to the Service in such event.
9 TECHNICAL SUPPORT AND TRAINING
9.1 In the event of any technical problems with the Service and/or Website, the Client shall use all reasonable endeavours to investigate and diagnose the issue before contacting Semble.
9.2 After making such investigations, to the extent that the Client still requires technical assistance, the Client shall email Semble’s client support team at email@example.com Semble shall provide such support during Semble’s normal working business days and hours.
9.3 For the avoidance of doubt, technical support provided in accordance with this clause shall not include the diagnosis and/or rectification of any fault or malfunction in the Website or Service arising out of or in connection with or following:
9.3.1 The failure by the Client to implement recommendations in respect of or solutions to faults previously advised by Semble;
9.3.2 Any breach by the Client of any of its obligations under these Terms or any other contract with Semble relating to the Website and/or Service;
9.3.3 Use by the Client of the Service for a purpose for which it was not designed; or
9.3.4 Any issues caused by hardware, software or any other system other than the Website.
10.1 Without prejudice to any other rights or remedies which the Parties may have, either Party may terminate the use of the Service without liability to the other immediately on giving notice to the other if:
10.1.1 The other Party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
10.1.2 The other Party commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach;
10.1.3 The other Party repeatedly breaches any of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;
10.1.4 The other Party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
10.1.5 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party;
10.1.6 An application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other Party; or
10.1.7 Any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause.
10.2 Without prejudice to Semble’s rights under these Terms and otherwise should any of the circumstances and/or events specified above arise or occur, Semble may in its absolute discretion suspend the provision of the Service and/or access to the Website by the Client and its Users on not less than 48 hours’ notice. All other provisions of this Contract shall remain in full force and effect.
10.3 On termination of the access to the Service for any reason:
10.3.1 The Client shall immediately pay to Semble all of Semble 's outstanding unpaid invoices and interest and, in respect of the Service supplied but for which no invoice has been submitted and all payments that would have become due during the remainder of the Term (assuming that notice had been served in accordance with this clause 10 whether or not this is the case), Semble may submit an invoice, which shall be payable immediately on receipt;
10.3.2 Semble shall provide the Client with a copy of its data and delete all copies of any such data held by Semble (unless Semble is obliged to retain copies as a matter of law) 90 days after the cancellation or termination of the Client’s use of the Service; and
10.3.3 The accrued rights and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
10.4 Reinstatement of the provision of Service and/or access to the Website in the event of suspension or cancellation of the same shall be at the discretion of Semble and shall render the Client liable to pay such relevant reinstatement charges as are specified by Semble from time to time.
11 LIABILITY FOR COMMUNICATIONS FAILURES
11.1 The Client acknowledges and agrees that the Service is provided “as is” and, to the extent permitted by law, Semble expressly disclaims all warranties or representations of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of the Client’s data on the servers of Semble. Semble makes no warranty or representation that the Client’s use of the Service will be uninterrupted or error-free or regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet the Client’s requirements. Further, Semble is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges and agrees that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11.2 Semble expressly excludes any and all liability whatsoever arising from or in connection with any SMS message or email sent via or through the Service which is delayed, not sent or corrupted save for any such liability arising directly from a negligent act or omission of Semble.
12 LIMITATION OF LIABILITY
12.1 Save in respect of fraud, fraudulent misrepresentation, death or personal injury caused by Semble’s negligence, and to the maximum extent permitted by law, in no event shall Semble be liable for any indirect, special, incidental, or consequential damages, loss of use, loss of profits, revenue, interest or business or loss or corruption of data, whether in an action in contract, tort (including but not limited to negligence and breach of statutory duty), equity or otherwise in connection with the Service, the Website or any other service provided by Semble.
12.2 If the Client suffers loss or damage as a result of Semble’s negligence or failure to comply with these Terms, any claim by the Client against Semble arising from Semble’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Fees payable by the Client during the first 6 months of the Initial Term.
12.3 The Parties acknowledge and agree that the limitations contained in this clause are reasonable in the light of all the circumstances.
12.4 The limitations set out in this clause will apply regardless of the form of action, whether under statute, in contract or tort including negligence, breach of statutory duty or any other form of action. For the purposes of this clause, 'Semble' includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999. Nothing in these Terms shall exclude or limit liability for fraud, fraudulent misrepresentation or death or personal injury caused by negligence.
13 INTELLECTUAL PROPERTY
13.1 The Client acknowledges and agrees that Semble owns all right, title and interest in and to the Service or the Website, including without limitation all Intellectual Property Rights, and such rights are protected by English and international intellectual property laws. The Client expressly acknowledges and agrees, on behalf of itself and its Users, that it will not copy, reproduce, alter, modify, or create derivative works from the Service.
13.2 The Client shall notify Semble immediately if the Client becomes aware of any third-party infringement of Semble’s Intellectual Property Rights (an “Intellectual Property Infringement”). The Client shall use all reasonable endeavours to assist Semble in defending and/or taking any such necessary action in respect of an Intellectual Property Infringement (including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents) and shall act in accordance with the reasonable instructions of Semble.
14.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by clause 14.2.
14.2 Each Party may disclose the other Party's confidential information:
14.2.1 To its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with these Terms. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this clause;
14.2.2 As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
14.2.3 As may be necessary for the purposes of securing investment or during due diligence processes.
14.3 No Party shall use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
15 CLIENT DATA
15.1 Notwithstanding any particular requirements regarding the Data Protection Legislation, Semble owns no right in or to Client Data which the Client or User or any other third party on behalf of any of the above (i) transfers to Semble or otherwise makes available to Semble through the Service, or (ii) which is generated by the Client’s or User’s use of the Service.
15.2 Semble may use the Client Data only for the purpose of providing the Service to the Client and its Users, and/or monitoring the Client’s or any User’s compliance with this Agreement and/or use of the Service. Notwithstanding the foregoing, nothing in this Agreement is intended to prevent Semble from generating and using aggregated and anonymised Client Data for the purposes or providing, measuring, improving and marketing the Service (such generated data shall not be Confidential Information for the purposes of this Agreement, provided that such data is not identifiable for the purposes of the Data Protection Legislation or capable of being identified as originating from the Client or the data subject).
15.3 Following termination of the Agreement, Semble shall, in accordance with the Client’s instructions, either delete the Client Data or transfer all such Client Data to the Client, where instructed, and then delete all existing copies of such Client Data, except where it has been aggregated and anonymised in accordance with clause 15.2 and as otherwise required by any Applicable Law.
16 PRIVACY AND DATA PROTECTION
16.1 The Parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a Party's obligations under the Data Protection Legislation.
16.2 The Parties acknowledge that, for the purposes of the Data Protection Legislation, the Client is the controller of personal data and Semble is the processor of personal data (“control”, “controller”, “process”, “processor”, “Sub-Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach” “Special Category Personal Data” and derived and inflected word forms have the meanings as defined in the Data Protection Legislation).
16.3 Semble processes Personal Data of the Client’s customers (being medical patients) and such Personal Data includes the Data Subjects’ contact details medical records, and therefore Special Category Personal Data. This processing is carried out to enable the Client to use the Service (principally being a patient healthcare and management platform).
16.4 Without prejudice to the generality of clause 16.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Semble for the duration and purposes of these Terms and the provision of the Service by Semble. Further, Semble shall, in relation to any Personal Data processed in connection with the performance by Semble of the Service:
16.4.1 Process that Personal Data only on the written instructions of the Client unless Semble is required by the Data Protection Legislation or the laws of any member of the European Union or by the laws of the European Union applicable to Semble to process Personal Data (“Applicable Laws”). Where Semble is relying on Applicable Laws as the basis for processing Personal Data, Semble shall notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Semble from so notifying the Client on important grounds of public interest;
16.4.2 Ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, 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 Personal Data, ensuring confidentiality, integrity, availability and resilience of its 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 by it);
16.4.3 Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
16.4.4 Assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
16.4.5 Notify the Client without undue delay on becoming aware of a Personal Data Breach;
16.4.6 At the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Service unless required by Applicable Laws to store the Personal Data; and
16.4.7 Maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits (in order to establish compliance with this clause only) by the Client or the Client’s designated auditor. In carrying out any audit in accordance with this clause, the Client shall use reasonable endeavours to avoid (and to ensure that any designated auditor of the Client shall avoid) causing any damage or disruption to Semble during the audit.
16.5 The Client approves:
16.5.1 Semble transferring Personal Data outside of the European Economic Area; and
16.5.2 Semble appointing Sub-Processors including but not limited to for the purposes of data storage, hosting and customer service support. Semble shall inform the Client of any intended changes concerning the addition or replacement of other Sub-Processors. Semble confirms that it has entered, or (as the case may be) will enter, into written agreements with each Sub-Processor incorporating terms which are similar to those set out in this clause 16. As between the Client and Semble, Semble shall remain fully liable for all acts or omissions of any Sub-Processor appointed by it pursuant to this clause 16.5.
17 BREXIT AND INTERNATIONAL DATA FLOWS
17.1 The Parties acknowledge that the United Kingdom’s withdrawal from the European Union introduces a requirement on both Parties to ensure that transfers of Personal Data from the European Union to the United Kingdom receive an additional layer of protection in order to comply with Data Protection Legislation.
17.2 If an adequate protection measure for the international transfer of Personal Data is required under the Data Protection Legislation as contemplated by clause 17.1 (and has not otherwise been arranged by the Parties), the Model Contract Clauses shall be incorporated into these Terms as if they had been set out in full. The template elements of the Model Contract Clauses are completed below:
Model Contract Clauses: main body particulars
17.2.1 Exporter contact details: Those of the Client as set out in these Terms.
17.2.2 Importer contact details: Those of Semble as set out in these Terms.
17.2.3 Governing Law (cl. 9 & 11): England and Wales
Appendix 1 of the Model Contract Clauses:
17.2.4 Data Exporter: The Client
17.2.5 Data Importer: Semble
17.2.6 Data Subjects: As set out in clause 16.3
17.2.7 Categories of data: As set out in clause 16.3
17.2.8 Special categories of data: Yes: medical records
17.2.9 Processing operations: the Service, principally the provision of a patient healthcare management platform.
Appendix 2 of the Model Contract Clauses:
17.2.10 Physical Access Control
Restriction of access to buildings, data centres and server rooms as necessary, adequate locks on all doors, monitoring of unauthorised access, and written procedures for employees, contractors and visitors covering confidentiality and security of information.
17.2.11 System Security
Restricting access to systems depending on the sensitivity/criticality of such systems, use of password protection where such functionality is available, maintaining records of the access granted to which individuals, ensuring prompt deployment of updates, bug-fixes and security patches for all systems, appropriate security over wireless networks (802.11x) and remote access tools (including two factor authentication).
17.2.12 Data Processing
Selection of sub-processors based on technical expertise, trustworthiness and compliance with legislation, ensuring prompt instruction of sub-processors, ensuring prompt notification of the processor or controller in the event of a data security breach and, capability of sub-processors to correct and/or erase data upon instruction.
17.3 The illustrative indemnity set out in the Model Contract Clauses is deemed deleted.
18 FORCE MAJEURE
18.1 "Force Majeure Event" means any circumstance not within a Party's reasonable control including, without limitation:
18.1.1 Acts of God, flood, drought, earthquake or other natural disaster;
18.1.2 Epidemic or pandemic;
18.1.3 Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
18.1.4 Nuclear, chemical or biological contamination or sonic boom;
18.1.5 Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
18.1.6 Collapse of buildings, fire, explosion or accident;
18.1.7 Any labour or trade dispute, strikes, industrial action or lockouts;
18.1.8 Non-performance by suppliers or subcontractors; and
18.1.9 Interruption or failure of utility service.
18.2 Provided it has complied with clause 18.4, if a Party is prevented, hindered or delayed in or from performing any of its obligations under these Terms by a Force Majeure Event ("Affected Party"), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
18.3 The corresponding obligations of the other Party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
18.4 The Affected Party shall:
18.4.1 As soon as reasonably practicable after the start of the Force Majeure Event, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Terms; and
18.4.2 Use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
18.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 6 weeks, the Party not affected by the Force Majeure Event may terminate these Terms by giving 4 weeks’ written notice to the Affected Party.
During these Terms and for a period of one year afterwards Semble shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent business in connection with the risks associated with these Terms, and produce to the Client on request full particulars of that insurance and the receipt for the then current premium.
20.1 The Client shall not assign, encumber or otherwise transfer its rights or any benefit of the Service in whole or in part to any other person. A person who is not a Party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
20.2 Any notice given under these Terms by either Party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Semble must be sent to firstname.lastname@example.org or to any other email address notified by email to the Client by Semble. Notices to the Client will be sent to the email address which the Client provided when setting up its access to the Service.
20.3 Failure or neglect by Semble to enforce at any time any of the provisions of these Terms shall not be construed nor shall be deemed to be a waiver of its rights nor in any way affect the validity of the whole or any part of these Terms nor prejudice Semble’s rights to take subsequent action. Further, a waiver by Semble of a particular default(s) of these Terms shall not constitute a waiver of any subsequent default(s) of these Terms.
20.4 In the event that any of these Terms shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such Terms shall to that extent be severed from the remaining Terms which shall continue to be valid to the fullest extent permitted by law and shall not affect the validity or enforceability of the remaining provisions.
20.5 Semble may modify these Terms at any time provided that Semble shall provide the Client with a reasonable period of time for the Client to notify Semble that it does not agree to the modified Terms and wishes to cease using the Service.
20.6 These Terms shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably agree that the courts of the England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
If you have any questions about these Terms of service, please contact the Company at email@example.com.