Terms and Conditions

1 General

(a) We will make the Healthcode application available to you in consideration of the mutual exchange of promises contained herein if you are a user of the Free Service and for the duration of any Trial Period that We may, in our absolute discretion, grant to You, and if you are a user of the Full Service, additionally in consideration of the Fee(s). Healthcodeis a secure online medical insurance billing and payment tracking application for Specialists, Medical Secretaries and Group Practices.

(b) You should read these Terms and Conditions carefully before checking the I accept box. By checking the I accept box you agree to be bound by these Terms and Conditions and to ensure that any of your users of the Healthcode application comply with them.

(c) We may modify these Terms and Conditions upon 30 days’ notice at any time. The variations may by posted on our website (URL http://www.healthcode.co.uk/) and/or otherwise communicated to you. Continued use of Healthcode 30 days after the date of such posting or communication is conclusive of your acceptance of the Terms and Conditions as modified. If you do not wish to continue to use Healthcode upon the varied terms, then you may terminate in accordance with clause 5(a). Provided that your notice of termination is received prior to the expiry of the 30-day notice period, the terms as drafted prior to the variation shall continue to apply for the 90-day termination period.

2 Grant of rights to use Healthcode

(a) Upon commencement of use of the Healthcode software, You (and your users) will be able to submit requests for usernames and passwords on-line on our website. We will issue the usernames and passwords (which are validly requested) within a reasonable time following such request. You are responsible for keeping this information confidential and agree to take all necessary steps to ensure that it is kept secure and not disclosed to any unauthorized person.

(b) If you believe your or your users’ username(s) or password(s) have been discovered or are being misused, you must tell us immediately and take all steps necessary, or if requested by us, to prevent such use. We may suspend use of the Healthcode application or change your password and notify you we have done so if we think there is likely to be a misuse of the Healthcode application or a breach (or threat of breach) to the security and/or integrity of the Healthcode application and/or our website(s).

(c) You and Your users may only use the system for the purposes described in Appendix A.

(d) You and your users must not upload or transmit any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of ours or any other party and you and your users must at all times use the Healthcode application in a lawful and proper manner and only for the purposes set out in these Terms and Conditions. You and your users shall not sell, resell, reproduce, duplicate, copy or create derivative works of any portion of the Healthcode application. For the avoidance of doubt this provision shall not affect your ability to copy and print the content of screen information.

(e) You are solely responsible for obtaining all equipment, approvals and paying all charges for connection to the World Wide Web.

(f) 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 these Terms and Conditions or negligent or wrongful conduct by you and/or your users or resulting from your or your users’ use of the Healthcode in a manner not compatible with the purposes for which it is intended.


3 Our Proprietary Rights

(a) We retain all right, title and interest in the Healthcode application including all copyright, trademarks, patents and all other intellectual property rights.


4 Term and Payment

(a) The term is for one year renewing automatically on the anniversary of the Effective Date, unless terminated as set out below. We will provide you with an invoice prior to the anniversary of the Effective Date. Payment must be made by You prior to the anniversary of the Effective Date.

(b) We have the right to increase the Fee annually, but we will notify you of the increase on the invoice, and such increase shall constitute a variation of the terms subject to the terms of clause 1 (c).

(c) All invoices issued in relation to Healthcode are due and payable 30 days from the days of the invoice.


5 Termination and Suspension of Use

(a) Either party may terminate access to the Healthcode application for any reason by giving the other party 90 days written notice. If we terminate on notice, after you have paid an annual Fee, we will provide you with a pro rata refund of your annual Fee for the period from the date on which termination takes effect to the end of the year for which the Fee has been paid. If you terminate, no refund shall be given.

(b) We reserve the right, in our sole reasonable discretion, to immediately terminate your access to the Healthcode application without notice and without refund if in our sole discretion we believe you or your user(s) have breached these Terms and Conditions and/or are threatening the security and/or integrity of the Healthcode application or our website(s). If we terminate due on such grounds, you will not be entitled to any refund or payment.

(c) In the event of non-payment of an overdue invoice by you, we reserve the right to suspend the service immediately until payment is made in full.

(d) You may terminate access to the Healthcode application by giving us not less than 30 days written notice where we are in material breach of these Terms and Conditions and we do not cure the relevant material breach prior to the expiry of the notice period. Where you terminate for our material breach, we will provide you with a pro rata refund of your annual Fee for the period from the date on which termination takes effect to the end of the year for which the Fee has been paid.

(e) All provisions which by their nature would continue to survive termination or expiry of these Terms and Conditions shall so survive.


6 Data Protection and Confidentiality

(a) You are responsible for complying fully with the Data Protection Act 1998 and all relevant Codes of Practice and other guidelines issued by the Office of the Information Commissioner in respect of the personal data (as defined in the 1998 Act) which is processed via, or cause to be processed by, the Healthcode application. This includes, without limitation, that you will ensure you are legally and properly entitled to pass third party personal data to us for processing.

(b) It is our policy to follow the Code of Practice for information management systems set out in British Standard Institute 7799.

(c) All information shared between the parties in relation to these Terms and Conditions shall be held confidential by the other party.

(d) To the extent obligations are imposed upon Data Processors in the relevant legislation or Codes of Practice we will:
(i) Comply with the seventh principle set out in Schedule 1 of the Data Protection Act 1998 in relation to any Personal Data or Sensitive Personal Data which we Process as Data Processor (all of which terms are, for the purposes of this clause (i) and (ii) below, as defined in the Data Protection Act 1998) of you under this Agreement;
(ii) Comply fully with the Data Protection Act 1998 (the Act) and all relevant Codes of Practice and other guidance issued by the Office of the Information Commissioner in respect of the Personal Data which we Process, or cause to be Processed, via or as a result of the Healthcode services to you;


7 Force Majeure and Viruses

(a) Neither party shall be liable for any delay or failure to perform any of its obligations under these Terms and Conditions if such delay or failure is due to any cause beyond the party’s reasonable control including, without limitation, interruption of Internet services.

(b) Healthcode shall take all reasonable steps in accordance with computing industry practice to prevent viruses or other malicious code infecting the Healthcode application 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, Healthcode shall have no liability in relation to the same.

(c) You agree to ensure that any computing equipment from which you access the Healthcode application 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.


8 Disclaimer and Limitation of Liability

(a) We process messages on an automatic basis. We are not responsible for the contents of a message or its accuracy.

(b) THE HEALTHCODE APPLICATION IS PROVIDED ON AN AS-IS BASIS AND, OTHER THAN STATED ABOVE, USE OF THE HEALTHCODE APPLICATION IS DONE ENTIRELY AT YOUR OWN RISK. WE EXCLUDE ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF ANY INFORMATION IN THE HEALTHCODE APPLICATION TO THE MAXIMUM EXTENT ALLOWED BY LAW.

(c) WE WILL NOT BE LIABLE FOR ANY LOSSES, COSTS, CLAIMS, DEMANDS, DAMAGES AND EXPENSES (EACH WHETHER DIRECT OR INDIRECT) RESULTING FROM ANY UNAVAILABILITY OF THE HEALTHCODE APPLICATION OR ANY CORRUPTION (INCLUDING, WITHOUT LIMITATION, INFECTION, VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES) OR LOSS OF DATA YOU MAY SUFFER. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE HEALTHCODE APPLICATION FOR THE RECONSTRUCTION OF ANY LOST DATA.

(d) WE DO NOT MAKE ANY REPRESENTATIONS OR GIVE ANY WARRANTY IN RESPECT OF THE SPEED OR ACCURACY WITH WHICH YOUR CLAIMS MESSAGE IS READ, PROCESSED OR ACTIONED BY THE INTENDED RECIPIENT.

(e) IN NO EVENT WILL WE BE LIABLE FOR LOSS OF PROFITS (DIRECT OR INDIRECT), INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO, DIRECT OR INDIRECT LOSSES AND DAMAGES FOR ANTICIPATED SAVINGS, GOODWILL, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA).

(f) ALL AND ANY TERMS, CONDITIONS AND WARRANTIES IMPLIED INTO THESE TERMS AND CONDITIONS ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

(g) EXCEPT IN RELATION TO LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR OUR FRAUDULENT MISREPRESENTATION, OUR TOTAL AGGREGATE LIABILITY TO YOU UNDER THESE TERMS AND CONDITIONS SHALL BE LIMITED TO FIVE HUNDRED POUNDS STERLING (£500).


9 Agreement and Sever ability

(a) These Terms and Conditions contain the entire agreement between us in relation to the use of the Healthcode application. No other written or oral representations made will be incorporated into these Terms and Conditions or have any legal effect, and we shall not have any liability for such (except for fraudulent misrepresentation).

(b) If at any time any part of these Terms and Conditions is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from these Terms and Conditions and the validity and/or enforceability of the remaining provisions of these Terms and Conditions shall not in any way be affected or impaired as a result of that omission.

10 Assignment and Rights of Third Parties

(a)These Terms and Conditions are personal to you and you shall not assign, sub-contract or otherwise transfer, any of your rights and responsibilities under these Terms and Conditions. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions. The parties to these Terms and Conditions shall have the right to vary or cancel them in accordance with its provisions without requiring the consent of any third party.

11 Governing law and jurisdiction

(a) These Terms and Conditions shall be governed by, and construed in accordance with, the laws of England.

(b) All disputes or claims or matter relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the English Courts to which both parties irrevocably submit.

APPENDIX A : Healthcode

Healthcode is a secure online billing and payment tracking application for Specialists, Medical Secretaries and Group Practices. The service allows registered users to either

1. Key billing information directly to the Healthcode website and for those subscribing to the full service

2. Access details of the insured work they have carried out in Private Hospitals and certain Private Patient Units within the NHS (from participating Insurers). It delivers to the desktop key information required by Insurers to pay the bill. The fee is added by the Specialist or Medical Secretary or System User. The Service is available in two forms, the ‘Free Service’ and ‘Full Service’. We charge an annual fee (as described in the Terms and Conditions) for access to the Full Service. The differences between the Free Service and Full Service are shown in the table below: