Terms of Service — Aide Health

INTRODUCTION

1.1 About us. Aide is a digital health service that helps users of the service and their clinicians better understand and assist with the management of long-term health conditions provided by Aide Health Limited, a private limited company incorporated and registered in England and Wales with company number 13126170 whose registered office is at 124 Finchley Road, London, England, NW3 5JS (Aide, we, us and our).

1.2 How this Agreement works. We don't give business users all the same rights as consumers. For example, business users have different cancellation rights under this Agreement. Where a term applies just to businesses or just to consumers, this is clearly stated. ‍
WARNING AND MEDICAL DISCLAIMER‍

2.1. WE ARE A DIGITAL HEALTH SERVICES COMPANY PROVIDING A PLATFORM AND TOOL THAT HELPS FACILITATE USERS AND THEIR CLINICIANS BETTER UNDERSTAND AND ASSIST WITH THE MANAGEMENT OF LONG-TERM HEALTH CONDITIONS. WE DO NOT PROVIDE HEALTHCARE, MEDICAL OR OTHER PROFESSIONAL ADVICE. AS WE ARE NOT A HEALTHCARE PROVIDER, OUR SERVICES ARE INTENDED TO SUPPORT BUT NOT REPLACE A HEALTHCARE PROFESSIONAL’S JUDGEMENT AND KNOWLEDGE. OUR SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

2.2. THE CONTENT OF THE PLATFORM HAS BEEN PREPARED FOR GENERAL INFORMATIONAL PURPOSES ONLY WITHOUT REGARD TO ANY USERS SPECIFIC LONG TERM HEALTH CONDITION(S). WE CANNOT GUARANTEE THAT THE PLATFORM WILL PERFORM AS INTENDED, IT IS YOUR RESPONSIBILITY TO ENSURE THE PLATFORM IS SUITABLE FOR YOUR NEEDS. YOU SHOULD ALWAYS OBTAIN THE ADVICE OF A CLINICIAN AND/OR OTHER QUALIFIED HEALTHCARE PROFESSIONAL WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION, DIAGNOSIS OR TREATMENT AND/OR BEFORE TAKING OR REFRAINING FROM TAKING ANY ACTION ON THE BASIS OF ANY CONTENT MADE AVAILABLE VIA THE PLATFORM OR OUR SERVICES.

2.3. YOU ARE RESPONSIBLE FOR YOUR OWN HEALTH AND THE ACCURACY OF THE INFORMATION/DATA YOU PROVIDE TO US AND ON THE PLATFORM. WE ARE NOT RESPONSIBLE FOR ANY INACCURACIES OR ERRORS IN ANY DATA PROVIDED BY YOU (UNLESS DUE TO OUR OWN ERROR). THE PERFORMANCE OF THE SERVICES, PROMPTS AND HEALTHCARE PLAN IS FULLY RELIANT ON THE ACCURACY OF THE INFORMATION PROVIDED TO US AND VIA THE PLATFORM. YOU SHOULD NOT DELAY SEEKING MEDICAL ADVICE OR DISREGARD PROFESSIONAL MEDICAL ADVICE BASED ON ANY OF THE CONTENT OF THE PLATFORM OR OUR SERVICES. ‍
GETTING STARTED

3.1. You are considered as a ‘business user’ if the following applies to you:

You are a Healthcare Provider that has purchased our Services for use by your total patient population. Accordingly, you and your applicable GP Practices within your organisation have identified Cohorts of Patients suitable to use our Services as set out in our Proposal with you.

The Patients and Clinicians who you deem suitable and appropriate (as applicable) to use the Services will be considered as your ‘Authorised Users’.

3.2. You are considered as an ‘consumer’ if the following applies to you:

You are an Employee who has chosen to purchase and use our Services via your employee benefits platform that your employer offers to its employees.
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If you choose to share your personal profile with your Clinician only then will your GP Practice and its Clinicians have access to any data you input into the App. Such Clinicians will be considered as your ‘Authorised Users’.‍
REGISTRATION & COMMENCEMENT

4.1. If you are a Healthcare Provider:

Commencement. Our legally binding contract with you on the basis of this Agreement of service and our Proposal with you (the “Agreement”) comes into effect on the commencement date of our Proposal with you and will continue thereafter unless and until terminated as provided in clause 15 (the “Term”).

Registration of Authorised Users. With regards to a Patient, a personal user account and health plan will be automatically created on the Platform once we receive access to such Patient’s medical records. With regards to a Clinician, a personal user account will be created once we receive confirmation of such Clinician’s details. All Authorised Users will need to agree to our end user licence agreement.

4.2. ‍‍If you are an Employee:

Registration. In order to create a personal user account, access and use the Services, you must: (i) complete an onboarding consultation with us so that we can capture the details of your long term healthcare condition in order to create a health plan within the Platform; and (ii) agree to this Agreement of services (“Registration”).

Commencement. Our legally binding contract with you on the basis of this Agreement of service (the “Agreement”) comes into effect on the date we confirm your Registration with us and will continue thereafter unless and until terminated as provided in clause 15 (the “Term”).

4.3. Contact us. If you have a general enquiry or if there is anything that you don’t understand in this Agreement then please contact us by email at support@aide.health.‍
DEFINITITIONS

5.1. The following definitions apply in this Agreement:

Aide Data: anonymised data as further detailed in clause 1.9 Schedule 1.

App: the native mobile app for Patients and Employees to access and use the Services that acts as a co-pilot for Clinicians prescribed care.

Authorised Users: the Employee Authorised Users or the Healthcare Provider Authorised Users as applicable.

Browser: the browser-based tool for Clinicians which enables Clinicians to access and use the Platform as part of the Services, available via such URL as we may notify to you from time to time.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Clinician(s): a doctor or other appropriately qualified certified health care medical professional.

Cohort(s): the cohort(s) of patients with long term healthcare conditions we have agreed with you in our Proposal who may receive access to the Services and as may be amended from time to time on agreement with us.

Commencement Date: if you are an Employee the date on which we confirm your Registration with us and if you are a Healthcare Provider the commencement date of the Services as set out in our Proposal with you.

Employee Authorised Users: those Clinicians of the Employee who are authorised by the Employee to use the Services and access the Platform.

Employee: a person who has purchased the Services and who has received confirmation of their Registration with us.

Employee Data: the data inputted by the Employee, Employee Authorised Users or Aide on the Employee's behalf for the purpose of using the Services or facilitating the Employee's use of the Services (for example requests for Technical Support or data entered into on the Platform while using the Services).

Healthcare Provider Data: the data inputted by the Healthcare Provider’s Authorised Users or Aide on the Healthcare Provider's behalf for the purpose of the Healthcare Provider using the Services or facilitating the Healthcare Provider's use of the Services (for example requests for Technical Support or data entered into on the Platform while using the Services).

Healthcare Provider Personal Data: the Personal Data comprising the Healthcare Provider Data.

Documentation: the description of the Services and the user instructions for the Services made available to you via the Platform and/or Proposal as relevant.

GP Practice: a Patient or Employee’s applicable GP practice.

Healthcare Provider: the applicable Healthcare Provider (e.g. a primary care network) that has access to all aspects of the Services having signed a Proposal with us.

Healthcare Provider Authorised Users: those Patients and Clinicians of the Healthcare Provider who are authorised by the Healthcare Provider to use the Services and access the Platform.

Normal Business Hours: 09.00 to 17.00 UK time, each Business Day.

Patient(s): a patient(s) identified by the Healthcare Provider living with one or more long-term conditions that is suitable to use the App and its Services.

Platform: Aide digital health services platform available via the Browser for Clinicians and the App for Patients and Employees.

Proposal: the proposal setting out the implementation of the Services and relevant service details entered into on or around the date of this Agreement between Aide and the Healthcare Provider.

Services: our provision of (i) access to and use of the Platform (as applicable); (ii) the Technical Support; and (iii) training.

Technical Support: the standard customer support services that we may provide to you in respect of the Platform in accordance with our support services policy set out at www.aide.health/support.

Term: the duration of the Agreement as described in clause 4.

Virus: any thing or device (including any software, code, file or program) which may (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.‍
YOUR OBLIGATIONS

6.1. Subject to the restrictions in this clause 6, we hereby grant you a non-exclusive, non-sublicensable, non-transferable right and licence, without the right to grant sublicences, to access the Services during the Term and to permit your Authorised Users to use the Services and Documentation.

6.2. You must provide us with true, accurate and complete information when you provide us with your and your Authorised Users details. The performance of the Services and healthcare plan is reliant on the accuracy of the information provided to us and via the Platform.

6.2. If you are a business user, you must carry out all of your responsibilities set out in the Agreement and as further detailed in Schedule 2 in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by us and/or information required by us from you, we may adjust any agreed timetable or delivery schedule as reasonably necessary.

6.4. By entering into this Agreement, you confirm that:

6.4.1. if you are a consumer, that you are at least 18 years old;

6.4.2. you will not access, store, upload, distribute or transmit any material during the course of your use of the Services that:

6.4.2.1. contains a Virus;
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6.4.2.2. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

6.4.2.3. facilitates illegal activity;

6.4.2.4. depicts sexually explicit images;

6.4.2.5. promotes unlawful violence;

6.4.2.6. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

6.4.2.7. is otherwise illegal or causes damage or injury to any person or property (for example confidential information relating to your employer or another business);

and we reserve the right, without liability and without affecting our other rights, to remove any such material and block your access to the Services if such material breaches the provisions of this clause.

6.5. You will not:

6.5.1. except as may be allowed by any applicable law:

6.5.1.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or

6.5.1.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;

6.5.2. access all or any part of the Services in order to build a product or service which competes with the Services;

6.5.3. use the Services to provide services to third parties;

6.5.4. subject to clause 17.2, license, sell, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; or

6.5.5. introduce or permit the introduction of, any Virus into our network and information systems.

6.6. You will take reasonable and sensible precautions to prevent any unauthorised access to, or use of, the Services such as via your login details and you must immediately inform us if you notice any unauthorised access.

6.7. You will:

6.7.1. provide us with all necessary co-operation and access to such information as we may require in order to provide the Services to you;

6.7.2. ensure that your network and devices comply with the relevant description we specify from time to time;

6.7.3. be solely responsible for procuring, maintaining and securing your network connections from your devices to the Services and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or caused by the internet; and

6.7.4. to the extent you are a business user, obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this Agreement, including without limitation the Services.‍
We are not responsible for the advice provided by Clinicians

7.1. The Platform is a tool that facilitates Patients and Employees management of long term health conditions and engagement with their Clinicians in respect of thereof. We do not control and are not responsible for the actions or inactions of Clinicians using the Platform. We do not determine the suitability of any Clinicians or whether such Clinicians are appropriate. It is your sole responsibility to ensure the Clinicians provided with access to the Platform are appropriate and suitable to your needs.

7.2. We make no representation, warranty or commitment and will have no liability or obligation whatsoever in relation to the advice or information provided by Clinicians, or correspondence with any Clinician. Any advice or information provided by a Clinician to a user via the Platform is between you and the relevant Clinician, and not us. If you receive any recommendation, information or advice from a Clinician this is provided on the basis of that Clinician’s professional judgement about the information provided on the Platform which the Clinician is relying on.

7.3. We do not endorse or approve of any Clinician nor the opinions or advice of any Clinician made via the Platform. ‍
THIRD PARTY CONTENT AND WEBSITES

8.1. Third party content

8.1.1. We make no representation, warranty or commitment and will have no liability or obligation whatsoever in relation to the content or availability of any resource on the Platform.

8.2. Third party websites

8.2.1. You acknowledge that the Platform may enable or assist you to access the website content of third parties via third-party websites and that you do so solely at your own risk.

8.2.2. We make no representation, warranty or commitment and will have no liability or obligation whatsoever in relation to the content or use of, any such third party website.

8.2.3. We recommend that you refer to the third party's website terms and conditions and privacy notice prior to using the relevant third party website. We do not endorse or approve any third party website nor the content of any of the third party website made available via the Platform.‍
OUR RESPONSIBILITIES

9.1. Performance of the Services

9.1.1. We will provide the Services in accordance with the Documentation and using reasonable skill and care.

9.1.2. The commitment at clause 9.1.1 will not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions or modification of the Services by any party other than us or our contractors or agents. If the provision of the Services does not conform with the commitment in clause 9.1.1, we will, at our expense, use reasonable efforts to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of the commitment in clause 9.1.1

9.1.3. We confirm that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Agreement.

9.2. Availability of the Services

9.2.1. We will, during the Term, provide you and your Authorised Users with a personal user account to access the Platform (as appropriate to the user and in order to ascertain who each user is) and the Technical Support on and subject to this Agreement.

9.2.2. We will use reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for:

9.2.2.1. planned maintenance carried out from 22.00 to 02.00 UK time; and

9.2.2.2. unscheduled maintenance performed outside Normal Business Hours and in such instances we will use reasonable efforts to give you advance notice.

9.2.3. We will, during the Term, provide the Technical Support to you, free of charge, during Normal Business Hours in accordance with our technical support policy set out at www.aide.health/support in effect during the Term. We may amend our technical support policy in our sole and absolute discretion from time to time.

9.3. DISCLAIMER

WE DO NOT WARRANT THAT: (A) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES OR INFORMATION THAT YOU OBTAIN THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE OR MEET YOUR REQUIREMENTS; OR (C) THE SERVICES WILL BE FREE FROM VIRUSES. ‍
DATA PROTECTION

10.1. We take data protection seriously.

10.2. If you are a business user will collect, share, process, transfer and store your personal data in accordance with Schedule 1.

10.3. If you are a consumer we will collect, share, process, transfer and store your personal data in accordance with our Privacy Notice and Cookie Policy. It is important that you read these policies in conjunction with this Agreement.
‍INTELLECTUAL PROPERTY RIGHTS

11.1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and Documentation. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

11.2. We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with this Agreement. ‍
CONFIDENTIALITY

12.1. We have put in place appropriate security measures to prevent your confidential information from being accessed or disclosed in an unauthorised way. In addition, we limit access to your confidential information to those of our employees, officers, professional advisors, agents, contractors, subcontractors and other third parties who have a business need to know. They will only get access to your confidential information if they are subject to a duty of confidentiality.

1We each reserve all rights in our confidential information. No rights or obligations in respect of each of our confidential information other than those expressly stated in this Agreement are granted to the other, or to be implied from this Agreement.
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LIMITATION OF OUR LEGAL LIABILITY

13.1. IF WE FAIL TO COMPLY WITH THIS AGREEMENT, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREACHING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.

13.2. WE ONLY SUPPLY THE SERVICES FOR YOUR USE. IF YOU USE THE SERVICES FOR ANY COMMERCIAL PURPOSE (OTHER THAN AS PERMITTED) WE WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, WASTED EXPENDITURE, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.

13.3. SUBJECT TO CLAUSE 9.1.2 AND CLAUSE 1.2 OF SCHEDULE 1, WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DATA, ADVICE OR INFORMATION THAT YOU OR A CLINICIAN INPUTS, ADVISES OR SHARES USING THE SERVICES.

13.4. THE CONTENT ON THE PLATFORM IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN MEDICAL OR OTHER PROFESSIONAL ADVICE BEFORE TAKING, OR REFRAINING FROM, TAKING ANY ACTION ON THE BASIS OF THE CONTENT ON THE SERVICES. ALTHOUGH WE MAKE REASONABLE EFFORTS TO UPDATE THE INFORMATION ON THE PLATFORM, WE MAKE NO REPRESENTATIONS, WARRANTIES OR COMMITMENTS, WHETHER EXPRESS OR IMPLIED, THAT THE CONTENT ON THE PLATFORM IS ACCURATE, COMPLETE OR UP TO DATE.

13.5. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER THE INTERNET, AND YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.

13.6. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH CANNOT LEGALLY BE LIMITED OR EXCLUDED.

13.7. In addition, if you are a business user:

13.7.1. Subject to the above, we exclude all implied conditions, warranties, representations or other terms that may apply to the Agreement.

13.7.2. Subject to liabilities which cannot legally be limited as set out above, our total aggregate liability to you and any third party (including but not limited to your Authorised Users) for any loss or damage arising under or in connection with the Agreement shall not exceed the total amounts paid by you to us under the Agreement in the twelve months prior to the claim arising.

13.7.3. We will not be liable for liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:

13.7.3.1. wasted expenditure;

13.7.3.2. loss of use or corruption of equipment;

13.7.3.3. pure economic loss;

13.7.3.4. loss of profits;

13.7.3.5. business interruption;

13.7.3.6. loss of anticipated savings;

13.7.3.7. loss of business;

13.7.3.8. loss of or damage to goodwill or reputation;

13.7.3.9. any indirect or consequential loss, damage, costs, damages, charges or expenses however arising under this Agreement.

13.7.4 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 having grounds to make a claim in respect of the event and shall expire 3 years from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13.7.5. Nothing in this Agreement excludes your liability for any breach, infringement or misappropriation of our intellectual property rights.‍
COOLING OFF PERIOD - IF YOU ARE A CONSUMER YOU HAVE A LEGAL RIGHT TO CHANGE YOUR MIND

14.1. If you are a consumer, you have a legal right to change your mind within 14 days of receiving confirmation of your Registration with us (otherwise known as a ‘cooling off’ period). You have the right to cancel the Agreement for any reason within 14 days of receiving an email confirmation of your Registration but you lose the right to cancel when we have completed providing our Services to you (and you must pay for any Services provided up to the time you cancel). This means that if you requested that we provide our Services to you within the 14 day cancellation period, you may still cancel the Agreement, but you may be required to pay us an amount which is in proportion to the Services provided until our receipt of your cancellation notice.

14.2. How to let us know and what happens next. If you change your mind contact us at support@aide.health. We will refund you as soon as possible and within 14 days of you telling us you've changed your mind. We refund you by the method you used for payment. We don't charge a fee for the refund. ‍
CANCELLATION

15.1. You can end your on-going contract with us (find out how). We tell you when and how you can end your on-going subscription agreement with us if you are a consumer during the registration process and we confirm this information to you in writing after we've confirmed your registration, and if you are a business user your cancellation rights will be as set out in our Proposal with you. If you have any questions, please contact our Customer Support Team: support@aide.health

15.2. Unless otherwise agreed with you, you may otherwise generally cancel your Agreement with us at any time, with such termination effective at the end of the then applicable Term. You can cancel this Agreement by contacting our Customer Support Team: support@aide.health.

15.3. We may cancel this Agreement at any time with immediate effect by sending an email to you using the email address that you notified to us if either:

15.3.1. your use of the Services breaches the Agreement; or

15.3.2. termination is necessary for our business purposes.

15.4. Subject to our data protection and retention obligations per clause 10, on cancellation or expiry of this Agreement for any reason we may destroy or otherwise securely dispose of any of your confidential information set out on our servers where there is no valid reason for us to continue to process it.

15.5. Any rights, remedies, obligations or liabilities that have accrued up to the date of cancellation, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of cancellation shall not be affected.
HOW TO MAKE A COMPLAINT

If you have a complaint about the Services then please let us know by sending an email to support@aide.health.‍
GENERAL TERMS

17.1. If you are a business user you have no set-off rights. If you are a business user all amounts due under this agreement (from you to us or from us to you) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

17.2. Assignment and other dealings. We may assign or transfer our rights and obligations under this Agreement. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement. You cannot assign or transfer your rights or obligations under this Agreement to another person without our prior written consent.

17.3. Variations. We reserve the right to change this Agreement from time to time (for example to reflect a change in the law or a regulatory requirement) without liability to you by giving you not less than 30 days’ prior written notice. Your continued active use of the Services (namely by logging into and using the Platform) beyond the date specified in the notice will constitute your acceptance of the updated Agreement.

17.4. Severance. Each of the clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

17.5. No waiver. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

17.6. No third party rights. This Agreement is between you and us. No other person shall have any rights to enforce any terms of this Agreement.

17.7. Entire agreement. This Agreement, our Privacy Notice and Cookie Policy constitute the entire agreement between you and us relating to its subject matter and they replace and extinguish all previous agreements, promises and understandings between us, whether written or oral, relating to the subject matter of this Agreement. If you are a business user, you further acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in this Agreement and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

17.8. Governing law and courts. This Agreement is governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.

Schedule 1 Data protection (Controller to Processor)

DEFINITIONS

Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer is subject, which relates to the protection of Personal Data.

Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

EU Law: the law of the European Union or any member state of the European Union.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

DATA PROTECTION

1.1. To the extent applicable, the Healthcare Provider shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Healthcare Provider Data, other than arising from any error caused by Aide.

1.2. In the event of any loss or damage to the Healthcare Provider Data, the Healthcare Provider's sole and exclusive remedy against Aide shall be for Aide to use reasonable commercial endeavours to restore the lost or damaged Healthcare Provider Data from the latest back-up of such Healthcare Provider Data maintained by Aide. Aide shall not be responsible for any loss, destruction, alteration or disclosure of Healthcare Provider Data caused by any third party (except those third parties sub-contracted by Aide to perform services related to Healthcare Provider Data maintenance and back-up for which it shall remain fully liable under clause 1.8 below).

1.3. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 1.3 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

1.4. The parties acknowledge that for the purposes of the Data Protection Legislation, in respect of the Healthcare Provider Personal Data, the Healthcare Provider is the Controller and Aide is the Processor. Appendix A sets out the scope, nature and purpose of processing by Aide, the duration of the processing and the types of Personal Data and categories of Data Subject.

1.5. Without prejudice to the generality of clause 1.3, the Healthcare Provider will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Healthcare Provider Data to Aide for the duration and purposes of this Agreement so that Aide may lawfully use, process and transfer the Healthcare Provider Data in accordance with this Agreement on the Healthcare Provider's behalf and the Healthcare Provider shall defend, indemnify and hold harmless Aide against all claims, requests, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Healthcare Provider's breach of its obligations in this clause 1.5, provided that:

1.5.1. the Healthcare Provider is given prompt notice of any such claim;

1.5.2. Aide provides reasonable co-operation to the Healthcare Provider in the defence and settlement of such claim, at the Healthcare Provider's expense; and

1.5.3. the Healthcare Provider is given authority to defend or settle the claim, provided it does so diligently and not to the detriment of Aide.

1.6. Without prejudice to the generality of clause 1.3, Aide shall, in relation to any Healthcare Provider Personal Data processed in connection with the performance by Aide of its obligations under this Agreement:

1.6.1. process that Healthcare Provider Personal Data only on the documented written instructions of the Healthcare Provider unless Aide is required by domestic law (where “domestic law” means the UK Data Protection Legislation and any other law that applies in the UK) to otherwise process that Healthcare Provider Personal Data. Where Aide is relying on domestic law as the basis for processing Healthcare Provider Personal Data, Aide shall promptly notify the Healthcare Provider of this before performing the processing required by the domestic law unless domestic law prohibits Aide from so notifying the Healthcare Provider;

1.6.2. ensure that all personnel who have access to and/or process Healthcare Provider Personal Data are obliged to keep the Healthcare Provider Personal Data confidential;

1.6.3. not transfer any Healthcare Provider Personal Data to a third party outside of the UK and EEA unless the following conditions are fulfilled:

a) the data subject has enforceable rights and effective legal remedies; and

b) use reasonable endeavours to ensure that: (i) the transfer is to a country approved under applicable Data Protection Legislation as providing an adequate level of protection to any Healthcare Provider Personal Data that is transferred; (ii) there are appropriate safeguards (such as the UK ICO approved international data transfer agreement or international data transfer addendum) or binding corporate rules in place in relation to the transfer pursuant to the applicable Data Protection Legislation; (iii) the transferee otherwise complies with Aide’s relevant obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Healthcare Provider Personal Data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer;

1.6.4. assist the Healthcare Provider, at the Healthcare Provider'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;

1.6.5. notify the Healthcare Provider without undue delay on becoming aware of a Personal Data Breach;

1.6.6. at the written direction of the Healthcare Provider, delete or return (to the extent technically and reasonably possible) relevant Healthcare Provider Personal Data and copies thereof to the Healthcare Provider on termination of the Agreement unless required by domestic law to store the Healthcare Provider Personal Data; and

1.6.7. maintain complete and accurate records and information to demonstrate its compliance with this clause 1 and promptly inform the Healthcare Provider if, in the opinion of Aide, an instruction infringes the Data Protection Legislation.

1.7. Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Healthcare Provider Personal Data and against accidental loss or destruction of, or damage to, Healthcare Provider 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 Healthcare Provider 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).

1.8. The Healthcare Provider hereby consents to the appointment of all third-party processors of Healthcare Provider Personal Data that have been appointed by Aide as of the Commencement Date in order to assist Aide in complying with its obligations as a processor under this Agreement (each, a “Sub-Processor”). Aide confirms that it may only appoint additional Sub-Processors if the Healthcare Provider provides Aide with its consent prior to each such appointment. Where such consent is not provided, either party may terminate this Agreement on 30 days’ written notice to the other. Aide has, or as the case may be, will enter into written agreements with each Sub-Processor that it appoints incorporating terms which are substantially similar to those set out in this clause 1 and which Aide confirms reflect and will continue to reflect the applicable requirements of the Data Protection Legislation. As between Aide and the Healthcare Provider, Aide shall remain fully liable for all acts or omissions of any Sub-Processor appointed by it pursuant to this clause 1.8.

1.9. The Healthcare Provider hereby acknowledges and agrees that Aide may anonymise the Healthcare Provider Data (so that it can no longer be associated with a Data Subject), aggregate it with the data of other customers and end users of Aide and/or use and share such aggregated and/or anonymised data for any purpose, including, but not limited to, research and/or statistical analysis in respect of education and health as well as data analytics to evaluate, administer, protect and improve the Services, and Aide’s rights in this clause 1.9 shall survive termination or expiry of this Agreement, however arising (“Aide Data”). The parties acknowledge that Aide shall only be considered a Controller in respect of any Aide Data in the event any such data is classified as Personal Data and shall process such Personal Data in accordance with the terms of its privacy policy, which can be found at www.aide.health/privacy-policy.

Appendix A - PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Scope and purpose of processing
Aide will process the Personal Data to provide the Services to the Healthcare Provider.

Nature
Storage and transfer of the Personal Data for the purposes of providing the Services.

Duration of the processing
Aide will process the Personal Data for the duration of this Agreement and as necessary thereafter solely as required by the Data Protection Legislation and any applicable laws and regulations.

Types of Personal Data
Names, surnames, job titles, telephone numbers and e-mail address and data relating to the physical health of a Patient, including treatment, care, diagnosis, medical records, charts, medical history, prescriptions, findings, and other medical record’s in a Clinician’s possession to the extent necessary for providing the Patient the relevant Services.

Categories of data subject
The Healthcare Provider’s Authorised Users, officers, members, employees, contractors, subcontractors and suppliers.

Schedule 2 - Additional responsibilities if you are a business user

ADDITIONAL DEFINITIONS

Subscription Fee: the subscription fees payable by you to us which entitle your Authorised Users to access and use the Services and the Documentation in accordance with this Agreement as set out in the Proposal.

Medical Records: a Patient’s medical records including, but not limited to, reports, charts, medical history, findings, prescriptions, diagnosis, medical testing, test results, ethnicity and other treatment records in a Clinician’s possession.

PROPOSAL

1.1. This Agreement and your obligations set out in this Agreement are in addition to your responsibilities as set out in out in our Proposal with you.‍
PAYMENT TERMS AND CONDITIONS

2.1. You will pay the Subscription Fee to us in accordance with this section and the Proposal.

2.2. We shall invoice you:

2.2.1. on the Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

2.2.2. subject to clause 15 of the Agreement at least 90 days prior to each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period, and you shall pay each invoice within 30 days after the date of such invoice.

2.3. If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies:

2.3.1. We may, without liability to you, disable your Authorised Users account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

2.3.2.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 the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

2.4. All amounts and fees stated or referred to in this Agreement:

2.4.1. shall be payable in pounds sterling;

2.4.2. are non-cancellable and non-refundable; and

2.4.3 are exclusive of value added tax, which shall be added to your invoice(s) at the appropriate rate.

2.5. We shall be entitled to increase the Subscription Fees at the start of each renewal Term upon 90 days' prior notice to you and the Subscription Fee set out in the Proposal shall be deemed to have been amended accordingly.‍
CONSENT OF PATIENTS AND ACCESS TO PATIENTS PERSONAL DATA

3.1. You shall have sole responsibility to:

3.1.1. determine the suitability of the relevant Cohorts of Patients to use the Services;

3.1.2. determine the suitability of the relevant Clinician appropriate to be paired with a Patient on the Platform to enable the Patient to better utilise the Services;

3.1.3. ensure that you have the necessary and valid consent from Patients to enable the lawful transfer of Patients Medical Records, for the duration and purpose of this Agreement so that we may lawfully use and have access to such Patients’ Medical Records to the extent necessary to provide the Services.

3.2. You acknowledge and agree that the Platform is only intended to support and enhance but not replace your or your Clinicians professional judgement and knowledge. ‍
USER SUBSCRIPTIONS

4.1. In relation to your Authorised Users (to the extent applicable), you undertake that:

4.1.1. you will not allow or suffer any user registration to be used by more than one individual Authorised User unless if applicable it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

4.1.2. each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential;

4.1.3. you shall permit us or our designated auditor to audit the Services in order to establish the name and password of each Authorised User and your data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business; and

4.1.4. if any of the audits referred to in clause 4.1.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, we shall promptly disable such passwords and we shall not issue any new passwords to any such individual.‍
PUBLIC STATEMENTS

5.1. Neither you or us shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).‍
CONFIDENTIALITY

6.1. You shall not at any time during the Term of this Agreement and for a period of five years after termination of expiry of this Agreement disclose to any person any confidential information concerning our business, affairs, customers, clients or suppliers except as permitted by section 6.2

6.2. You may disclose our confidential information:

6.2.1. to your employees, officers, representatives, contractors, subcontractors or professional advisers who need to know such information for the purposes of exercising your rights or carrying out your obligations under or in connection with this Agreement. You shall ensure that your employees, officers, representatives, contractors, subcontractors or advisers to whom you disclose our confidential information are subject to a duty of confidentiality; and

6.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.