THESE TERMS FORM THE BASIS OF AN AGREEMENT BETWEEN QH SOLUTIONS LTD, A LIMITED COMPANY REGISTERED IN ENGLAND & WALES, WITH OUR REGISTERED OFFICE ADDRESS AT 71-75 SHELTON STREET, COVENT GARDEN, LONDON, WC2H 9JQ (“QUINCY” “WE”, “OUR” “US”) ON THE ONE HAND, AND THE CLINIC, MEDICAL PRACTICE, DOCTOR OR REGISTERED PRACTITIONER NAMED IN THE “ACCOUNT” AND ANY USER AUTHORIZED BY THE NAMED ACCOUNT HOLDER (“USER”, “YOU” OR “YOUR”) (“AGREEMENT”).
BY CREATING AN ACCOUNT WITH US, USING OUR WEBSITES, MOBILE APPS AND OTHER ONLINE PRODUCTS (THE “SERVICES”), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT BELOW (THE “TERMS”).
1. INTERPRETATION
1.1. Clause, Schedule and paragraph headings shall not affect the interpretation of the Terms.
1.2. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; a reference to any party shall include that party’s personal representatives, successors or permitted assigns.
1.3. Words in the singular include the plural and vice versa; the masculine includes the feminine and vice versa.
1.4. Reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.5. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.6. Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction.
2. TERMS THAT APPLY TO YOU
2.1. The terms below cover various aspects of the Services we provide to you depending on whether you are a User, a Doctor/Registered Practitioner or a Clinic and specifically:
2.1.1. Clauses 5 and 7 apply to Clinics or Medical Practices (“Terms for Clinics”)
2.1.2. Clause 6 apply to Doctors or Registered Practitioners (“Terms for Practitioners”)
2.1.3. Clauses 3, 4 and 8 – 20 apply to all users of the Services (“Terms for all Users”)
2.2. In addition, as part of your use of the Services, there may be other terms which apply to you and to which these Terms refer including:
2.2.1. our Privacy Policy. This explains how we collect, use, and share information we collect about you when you use our Services.
2.2.2. our Cookies Policy. This sets out information about the cookies we use on our website.
2.2.3. For the avoidance of doubt, these Terms do not apply to any services we may provide directly to end customers, including your patients and their carers, including where We take payment for, and arrange delivery of, prescriptions direct to your patients or their carers.
3. YOUR ACCESS TO OUR SERVICES
3.1. Quincy is for use by Clinics and Medical Practices (collectively the “Clinic”) and Doctors and any professional with a license to prescribe regulated medicines (“Registered Practitioners”). Our Services are intended for use in conjunction with medical practices based in the United Kingdom.
3.2. By accepting these terms, creating an Account and using the Services you warrant that:
3.2.1. you are entering into an Agreement with Us as follows:
3.2.1.1. If you are a Doctor or Registered Practitioner, that you are acting in your professional capacity, be that as a sole trader, owner or employee of a corporate entity or affiliate of a Clinic;
3.2.1.2. If you are an administrator of a Clinic, that you are authorized to bind your Clinic to the terms of this Agreement;
3.2.2. you are not prohibited from accessing the Services under any applicable laws and regulations which apply to you;
3.2.3. you have only one Quincy Account;
3.2.4. you are duly authorised by the relevant medical professional body to prescribe regulated medicines within the United Kingdom; and
3.2.5. you have not been suspended or removed from the Services.
3.3. you agree that you will notify us if your licensed to practice is suspended or revoke, or if you are under investigation for any issues relating to your professional practice.
3.4. If you are accepting these Terms on behalf of another legal entity, including a business entity, you represent that you have full legal authority to bind such entity to these Terms.
3.5. Where your Quincy Account and use of the Services is in conjunction with your association and/or employment with another legal entity (e.g., a business, charity, association or another organisation with corporate form) you acknowledge and agree that you have the permission of your employer in respect of any interactions you make through Quincy which is associated with your employment and/or association, including with respect to any disclosure of confidential information.
3.6. Subject to your complete and ongoing compliance with these Terms, we grant you a personal, non-transferable, non-exclusive, revocable, limited licence to:
(a) use and access the Services solely as permitted by these Terms; and,
(b) install, download and use our mobile applications in association with your use of the Services.
We reserve all rights not expressly granted to you by these Terms.
3.7. Except as permitted through the Services or as otherwise permitted by us in writing, your licence does not include the right to:
3.7.1. license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services, or any content made available through the Services;
3.7.2. modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services (except to the extent that this may not be prohibited by law); or
3.7.3. access the Services or any content made available through them (including via our website) in order to build a similar or competing website, product, or service, unless otherwise agreed or licensed by us.
3.8. We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. you agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
4. YOUR ACCOUNT
4.1. To use the Services, you must register on the website or mobile app and create either a Clinic user account or Prescribers account (collectively an “Account”). you must provide a valid email address, username, and password and certain other information about yourself as set out in the Privacy Policy.
4.2. you are solely responsible for the information associated with your Account and anything that happens relating to your Account. you must maintain the security of your Account and immediately notify us if you discover or suspect that someone has accessed your Account without your permission. We recommend that you use a strong password, and that this password will only be associated with your Account and not with any other service.
4.3. you must keep your Account and login details confidential and secure at all times and you will not disclose these to any other person and will ensure that you log out of your Account at the end of each session.
4.4. you will not license, sell, or transfer your Account without our prior written approval.
4.5. If you, at any time, want to delete your Account then you may do so at any time in the 'Settings' section of your Account. The deletion of your Account will take place within a reasonable time following your request, normally within a 30-day period. Deletion of your Account does not result in deletion of your Content or data which shall be retained within Quincy in accordance with our Privacy Policy.
4.6. If you believe someone has used or is using your Account without your permission or if your Account has been subject to any other breach of security, you will contact us immediately via info@quincy.health.
5. PRICING AND ORDER FULFILMENT
5.1. Clinics may purchase prescriptions on behalf of their patients directly through the Quincy platform or may generate a prescription payment request for the patient to settle directly.
5.2. Pricing for the relevant prescriptions shall be at the live price displayed in the platform at the point of request and is subject to fluctuation depending on supply and demand pressures.
5.3. Subject to clause 5.5, pricing is only confirmed upon confirmation from the dispensing pharmacy.
5.4. Pricing includes costs of packing and shipping of prescriptions. Delivery shall be via courier or first-class mail.
5.6. Where the Clinic has elected for the patient to pay for their prescriptions direct, payment and fulfilment shall be handled directly with the patient in accordance with the Quincy Consumer Terms.
5.7. All purchases are fulfilled by Quincy’s partner pharmacies.
5.8. All purchases are bespoke and non-refundable from the date of dispatch. In respect of damaged items or unfulfilled orders the partner pharmacy shall either, in its discretion: (i) replace the order in a reasonable period of time; or, (ii) refund you the value of the damages/unfulfilled items. you understand that this represents your sole and exclusive remedy.
5.9. you understand and agree that where you purchase prescription on behalf of your patient, that We have no direct relationship or responsibility to the patient and all return requests, queries, or complaints shall be handled by either the partner pharmacy or Clinic but not by Quincy.
5.10. If your payment method is declined, you must provide a new payment method or your Order will be cancelled.
5.11. Unless otherwise stated, all payments will be charged in GBP and exclude any applicable taxes, which will be calculated based on the billing information that you provide.
5.12. Where you have provided card details as your chosen payment method, you authorise Us to supply your payment card details to our third-party payment provider for the purpose of processing your payments and to store your payment details in order to continue billing your payment method for future Orders. No medical information will be passed to your bank or credit card company.
5.13. your payment card provider may charge you fees and you understand and acknowledge that We do not have control over any fees and We are not responsible for paying any fees imposed by your payment card provider.
6. REGISTRATION AND USE BY DOCTORS/REGISTERED PRACTITIONERS
6.1. All Doctors and Registered Practitioners using the Services to manage prescriptions on behalf of patients must first register an Account and undergo verification.
6.2. As a Doctor or Registered Practitioner (as applicable) you acknowledge and agree that Quincy will process your identification information, including your photographic ID and your relevant professional number (e.g., GMC number), to verify you are registered and of good standing. We utilize third-party partner, Yoti, who will use facial recognition technology to authenticate your identification and your authorize Us to share your identification information with Yoti for such purposes.
6.3. you understand that Quincy reserves the right to refuse your registration in its absolute discretion.
6.4. Subject to clause 6.6, only Doctors and Registered Practitioners can create an Account to sign/authorize prescriptions and allowing another person to do the same is a breach of these Terms.
6.5. your Doctor or Registered Practitioner Account must be linked with an active Clinic Account in order for your to manage prescriptions. Account linking must be initiated by the Clinic, after which you will receive an email confirmation asking you to authorize the linking of your Account with that Clinic. By confirming, you warrant and represent that you have an active clinical relationship with that Clinic and that you are authorised to approve prescriptions in respect of patients registered to that Clinic.
6.6. you may nominate an authorised administrator to create and/or manage prescriptions on your behalf but each prescription must be approved by the Doctor or Registered Practitioner within their own Account workflow. The relevant authorised administrator must be associated with a Clinic Account to whom that Doctor or Registered Practitioner has linked their Account with.
6.7. As a Doctor or Registered Practitioner you acknowledge and agree that you are responsible for the clinical accuracy and clinical appropriateness of each prescription (including repeat prescriptions) you approve and that Quincy and its fulfilment partner shall act solely on your instructions.
6.8. you agree to indemnify Quincy and hold Us harmless in respect of any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your failure to correctly manage your patients prescriptions or, more general, discharge your medial and professional duties.
7. REGISTRATION AND USE BY CLINICS
7.1. Clinics may use the Services to manage the prescriptions on behalf of their patients by creating an Account.
7.2. All Clinic Accounts must go through a verification process and provide their relevant license number (e.g., CQC number). Quincy reserves the right to refuse a registration in its absolute discretion.
7.3. On initial account set-up, Quincy shall provide one Authorised User nominated by you with an administrative-level account. That Authorised User may then add further Authorised Users as per the Clinic’s wishes. In relation to the Authorised Users, the Clinic undertakes that each Authorised User shall maintain adequate security and confidentiality measures to keep secure any access to Quincy and the Services and Quincy shall have no liability in respect of damage caused to the Clinic, including in respect of patient data, due to an Authorised User using inadequate passwords or failing to keep their account secure.
7.4. A Clinic must add at least one Doctor/Registered Practitioner Account to their Clinic Account in order to issue prescriptions through Quincy. By adding a Doctor/Registered Practitioner to your Clinic Account you warrant and represent that you have an active retainer in place with that Doctor/Registered Practitioner and that they are authorised to issue prescriptions in respect of your patients.
8. SERVICE AVAILBILITY & SUPPORT
8.1. Quincy shall use reasonable endeavours to ensure that:
8.2. the Services and the Quincy platform are accessible by the Clinic during regular business hours;
8.3. all Users have access to technical support and to a mechanism by which Users can raise technical queries; and,
8.4. the Clinic’s access to and use of the Services functions effectively, subject to routine and emergency maintenance, repairs, configurations or upgrades.
8.5. Quincy shall have no liability to the Clinic in respect of the Clinic’s inability to access, or errors in the functioning of, the Services which are attributable to operator error; provision of incorrect information by the Clinic; power failures; malicious interference; any downtime or outages from any subcontractor; lack of coverage of the mobile telecommunications network; or any other cause outside Quincy’s reasonable control.
8.6. Quincy reserves the right to update its Services, software, mobile apps, the Quincy platform and any underlying or associated software from time to time but will ensure backwards compatibility where appropriate.
8.7. Quincy shall make available to all Users access to technical support and to a mechanism by which Users can raise technical queries. Quincy’s support system is manned during Quincy’s business hours and is only to be used for queries relating to troubleshooting and guidance relating and general enquiries.
8.8. Quincy will promptly acknowledge receipt of any problems with the Services notified by a User and respond as soon as reasonably practicable with any corrective action, having first investigated the reported problem. Quincy shall use reasonable endeavours when troubleshooting the Clinic’s issues, taking into account the severity level of the problem.
9. OUR CONTENT
9.1. The Services may contain information, text, links, graphics, photos, videos, or other materials (“Content”).
9.2. We, or our affiliates and partners, are the owner or the licensee of all intellectual property rights in our site, the material published on it and the Content. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
9.3. you may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to Content posted on our site.
9.4. you must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
9.5. Our status (and that of any identified contributors) as the authors of Content on our site must always be acknowledged.
9.6. If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
9.7. Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
10. YOUR CONTENT
10.1. You own the content and information that you submit to the Services (“Your Content”), and you grant us, our affiliates and partners a worldwide, transferable and sublicensable right to use, copy, modify, adapt, prepare derivative works of, distribute, publish and process your Content and to use any name, username, voice or likeness provided in connection with your Content.
10.2. Whilst we will never sell your Content to other platforms, we may sell or transfer any licence you have granted to us in accordance with the Terms in the event of a sale of our company or its assets to a third party.
10.3. We take no responsibility for and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any of your Content or the content of any other user.
10.4. By submitting your Content to the Services, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to your Content contained within these Terms. Because you alone are responsible for your Content, you may expose yourself to liability if you post or share Content without all necessary rights.
10.5. You shall defend and indemnify us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any third-party claim against us that your Content has infringed a third party’s intellectual property (or other) rights.
10.6. Any ideas, suggestions, and feedback about our Services that you provide to us are entirely voluntary, and you agree that we may use such ideas, suggestions, and feedback without compensation or obligation to you.
11. THIRD PARTY CONTENT
11.1. The Services may contain links to third-party websites, products, or services, or other content which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any third party’s websites, products, or services. your use of Third-Party Content is at your own risk.
11.2. Our Services and products may display product or pharmaceutical information. you acknowledge and agree that we have no control of the form or supply of this information and we are not responsible, and you will hold us harmless, in respect of any inaccurate product or pharmaceutical information you may access through your use of the services and/or purchases of prescriptions.
12. SUSPENSION OF YOUR ACCOUNT
12.1. We will be able to moderate or review any of your Content at our discretion and to verify its compliance with the Terms and/or any applicable law in force from time to time, but are under no obligation to do so.
12.2. We may suspend access to any Content that you post on the Services which we become aware does not or may not comply with the Terms and/or any applicable law whilst we investigate any suspected acts of non-compliance or unlawfulness.
12.3. We may suspend a Clinic or an individual Doctor/Registered Practitioner Account where a professional license or authorization has lapsed or due to lack of good standing.
12.4. Following any investigation by us into the suspected non-compliance or unlawfulness of the Content, we may take any action that we consider necessary, including (but not limited to) reinstating access to the Content or to permanently remove or disable access to your Account. We will not require any consent from you to take the action set out in this clause and we are under no obligation to provide you with any prior notice of such action.
12.5. you agree that you will provide to us all reasonable assistance that we may require in any investigation that we undertake and such assistance will be at your own cost and expense. you acknowledge and agree that we will not be responsible for any loss or damage suffered by you which may arise from the suspension of any access to your Account or any other decisions which we take to investigate any suspected non-compliance or unlawfulness.
12.6. If we suspend access to or delete any of your Content, we will use our reasonable endeavours to notify you via email but we are not legally obligated to give you any such prior notice of such removal.
13. DATA ACCESS & USE
13.1. Quincy agrees to use reasonable endeavours to implement appropriate technical and organizational measures to maintain the confidentiality and security of the Clinic’s data (“Data”) stored within the Quincy platform.
13.2. Clinics shall only host Data within the platform that is necessary for the proper use of the Services and the Clinic acknowledges that it shall not host any Data within the SaaS platform that would subject Quincy to additional regulatory requirements related to the processing and/or storage of that Data.
13.3. Where the Clinic elects to host certain patient records within Quincy, such as prescription notes and details of relevant medical conditions, the Clinic shall ensure it has appropriate Privacy Policies in place to inform its patients that it may share patient data with third-parties who will process such Data on its behalf.
13.4. Patient records and Data shall only be made available to linked Doctors, Registered Practitioners or other Authorized Users as specified by Client.
13.5. Other account-related data, including contract, billing, and financial information, shall only be provided to the nominated Account holder or their substitute, if one is provided.
13.6. Quincy reserves the right to process and use data derived from the Services, including but not limited to data about usage, pricing patterns, and order quantities, for its own purposes, including the enhancement of its services, provided that such data is appropriately aggregated and/or pseudonymized.
13.7. To the extent required by applicable data protection laws, Quincy shall ensure that any Data used for analytics or other purposes is de-identified and does not contain personally identifiable information.
13.8. Quincy shall retain Data for the duration of the Agreement and as required by applicable laws and regulations. Upon termination of the Agreement, Quincy shall, upon written request by the Clinic, either return or securely dispose of Client’s Data in accordance with its data retention policies.
14.1. For the purposes of this clause 14, the following definitions shall apply:
14.1.1. “Applicable Data Protection Laws” means (i) the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003; and, (ii) the UK General Data Protection Regulation (as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019), in each case, to the extent in force, and as updated, amended or replaced from time to time.
14.1.2. “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “Supervisory Authority” shall have the meanings as set out in the Applicable Data Protection Laws.
14.3. The Clinic undertakes and warrants that it will at all times use the Services in full compliance with the Applicable Data Protection Laws and shall comply with all reasonable instructions issued by Quincy staff pertaining to the use of the Services and Quincy.
14.4. All Personal Data processed by Quincy in its capacity as Controller will be processed and retained in accordance with the Quincy Privacy Policy, as amended from time to time and for no longer than is necessary. Retained data will comprise: (i) Personal Data of Authorised Users and may include name, email address, data about how Authorised Users interact with the Quincy platform; (ii) details of previous prescriptions uploaded to Quincy, purchased and delivered, including Special Category Data (to the extent included within those prescriptions).
14.5. Without prejudice to the generality of clause 14.2, in its capacity as Data Processor Quincy shall, in relation to any Personal Data processed in connection with the performance of its obligations under the Agreement:
14.5.1. process Personal Data only for the purposes of providing the Services or as set out in the Quincy Privacy Policy unless Quincy is otherwise required by applicable law;
14.5.2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful alteration, disclosure, access to, 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;
14.5.3. ensure that all personnel who have access to Personal Data are obliged to keep the Personal Data confidential;
14.5.4. not transfer any Personal Data outside the UK, unless adequate safeguards are in place;
14.5.5. provide reasonable assistance to the Clinic (at the Clinic’s cost) in responding to any request from a Data Subject or Supervsiory Authority;
14.5.6. not appoint a appoint third-party processors (a “Sub-Processor”) to carry out specific processing activities on any Personal Data under the Agreement without an agreement in place which provides for an equivalent degree of protection to that stipulated in this Agreement;
14.5.7. notify the Clinic without undue delay of Quincy becoming aware of a Personal Data Breach;
14.6. Nothing in the Agreement shall relieve either party of their respective direct responsibilities and liabilities under the Applicable Data Protection Laws.
14.7. The rights and obligations set out in this clause 14 shall survive and continue after the expiry or termination of the Agreement.
15. CONFIDENTIALITY
15.1. Each party undertakes not to use the other party's Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (Permitted Purposes).
15.2. In relation to a Party’s Confidential Information (the Disclosing Party), the other Party receiving said Confidential Information (the Receiving Party) shall:
15.2.1. treat as confidential all Confidential Information of the Disclosing Party supplied under this agreement;
15.2.2. not divulge any such Confidential Information to any person except to its own employees, agents and subcontractors, and then only to those who need to know it for the Permitted Purposes and where a written obligation of confidentiality is in place.
15.3. The restrictions imposed by this clause shall not apply to the disclosure of any Confidential Information that:
15.3.1. is now in or hereafter comes into the public domain otherwise than as a result of a breach of this clause;
15.3.2. before any negotiations or discussions leading to this agreement was already known by the Receiving Party and was obtained or acquired in circumstances under which the Receiving Party was not bound by any form of confidentiality obligation; and
15.3.3. is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).
15.4. This clause shall remain in full force and effect in the event of any termination of this agreement.
16. YOUR OBLIGATIONS
16.1. Upon registering for the use of the Services, you agree that you:
16.1.1. will ensure that at all times any and all information which you submit to us is truthful, accurate and complete;
16.1.2. will update regularly and promptly any information you have submitted to us as and when it changes;
16.1.3. are responsible for all activity on your Account even if, contrary to the Terms, another person gains access to or uses your Account;
16.1.4. you have and will maintain all necessary licenses permissions and consents which may be required to use the Services;
16.1.5. will comply with all applicable laws, regulations, codes and statues from time to time in force;
16.1.6. will comply in full with the Terms (as amended from time to time) at all times;
16.1.7. manage your doctor/patient relationship in a profession manner and at all times in full compliance with your professional duties, your professional coded of ethics, and any standards imposed by your regulatory body and ensure that all prescriptions are valid, accurate and kept up to date;
16.1.8. shall ensure all your activities pertaining to the prescription of pharmaceuticals are done in accordance with the GMC’s Good Practice Standards (available here);
16.1.9. will notify us promptly if either you or your Clinic have received any penalties, warning or suspensory action, from your regulator or governing body;
16.1.10. use the Services in any manner that could interfere with, disable, disrupt, overburden or otherwise impair the Services;
16.1.11. gain access to (or attempt to gain access to) another user’s Account or any non-public portions of the Services, including the computer systems or networks connected to or used together with the Services;
16.1.12. upload, transmit, or distribute to or through the Services any viruses, worms, malicious code, or other software intended to interfere with the Services, including its security-related features; or
16.1.13. access, search, or collect data from the Services by any means (automated or otherwise), including through the use of automated scraping software, except as permitted in these Terms.
17. OUR OBLIGATIONS
17.1. We will:
17.1.1. use reasonable care and skill in providing the Services to you; and
17.1.2. ensure that we comply with all applicable laws, regulations, and statutes that are in force from time to time.
17.2. We do not guarantee that the Services will always be available or uninterrupted. We are always improving our Services and may update and change the Services from time to time for any reason to protect users. If any such updates or changes are required we will provide you notice as soon as reasonably practicable. you agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
18. NO WARRANTY
18.1. THE SERVICES PROVIDED UNDER THE AGREEMENT ARE INTENDED TO PROVIDE THE CLINIC WITH A SIMPLE WAY TO MANAGE THE PRESCRIPTIONS THEY ISSUE FOR THEIR PATIENTS. THE CLINIC UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICES DO NOT CONSTITUTE THE PROVISION OF MEDICAL SERVICES AND THAT QUINCY HAS NOT REPRESENTED OTHERWISE.
18.2. SUBJECT AND WITHOUT PREJUDICE TO CLAUSE 16.3:
18.2.1. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, LEGAL, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
18.2.2. QUINCY DOES NOT WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE, NOR DOES IT ENDORSE OR TAKE RESPONSIBILITY FOR ANY CONTENT AVAILABLE ON OR LINKED TO THE SERVICES OR THE ACTIONS OF ANY THIRD PARTY OR USER, INCLUDING MODERATORS.
18.2.3. WHILE QUINCY WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
18.2.4. QUINCY HAS NO RESPONSIBILTIY FOR OR CONTROL OVER PHAMACEUTICALS SUPPLIED AND DOES NOT WARRANT THE SAME. ANY INFORMATION PROVIDED BY QUINCY IN CONJUNCTION WITH THE SUPPLY OF PHARMACEUTICALS IS SUPPLIED FOR INFORMATION PURPOSES AND SHOULD NOT IN ANY WAY BE CONSTRUED AS MEDICAL ADVICE.
18.2.5. QUINCY HAS NO RESPONSIBILITY FOR OR HAVE CONTROL OVER THE DELIVERY OF PRESCRIPTIONS WHICH ARE FULFILLED BY ITS PARTNER PHARMACIES.
19. INDEMNITY
EXCEPT TO THE EXTENT PROHIBITED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD QUINCY, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, THIRD-PARTY SERVICE PROVIDERS, AND LICENSORS (THE “QUINCY ENTITIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND MADE BY ANY THIRD PARTY, AND ANY RELATED LIABILITY, DAMAGE, LOSS, AND EXPENSE (INCLUDING COSTS AND ATTORNEYS’ FEES ON A FULL INDEMNITY BASIS) DUE TO, ARISING OUT OF, OR IN CONNECTION WITH: (A) YOUR USE OF THE SERVICES, (B) YOUR VIOLATION OF THESE TERMS, (C) YOUR VIOLATION OF APPLICABLE LAWS OR REGULATIONS; (D) YOUR CONTENT; OR (F) A BREACH OF AN APPLICABLE PRIVACY LAW BY YOU. WE RESERVE THE RIGHT TO CONTROL THE DEFENCE OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US, AND YOU AGREE TO COOPERATE WITH OUR DEFENCE OF THESE CLAIMS.
20. LIABILITY
20.1. SUBJECT AND WITHOUT PREJUDICE TO CLAUSE 16.3, IN NO EVENT WILL QUINCY, ITS AFFILIATES AND PARTNERS (COLLECTIVELY THE “QUINCY ENTITIES”) BE LIABLE TO YOU FOR: (I) ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; NOR (II) ANY LOSS OF PROFIT, LOSS OF SALES, LOSS OF CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE OR DATA, OR LOSS OF REPUTATION (WHETHER DIRECT OR INDIRECT) ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT MADE AVAILABLE ON THE SERVICES, INCLUDING YOUR CONTENT, OUR CONTENT, OR THE CONTENT OF OTHER USER, THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE, OR ILLEGAL. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR RESULTING LOSS OF DATA.
20.2. SUBJECT AND WITHOUT PREJUDICE TO CLAUSE 16.3, OUR TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE SHALL BE LIMITED TO ONE HUNDRED POUNDS STERLING (£100). THIS LIMITATION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE QUINCY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE.
20.3. NOTHING IN THESE TERMS SHALL SERVE TO LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY: (A) FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) FOR ITS FRAUD OR FRAUDULENT MISREPRESENTATION; OR, (C) WHICH (BUT ONLY TO THE EXTENT THAT IT) MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.
21. TERMINATION
1.1. you may terminate these Terms and your contract with us at any time and for any reason by deleting your Account and discontinuing use of all Services. If you stop using the Services without deactivating your Account, your Account may be deactivated due to prolonged inactivity.
1.2. To the fullest extent permitted by applicable law, we may suspend or terminate your Account or ability to access or use the Services at any time for any or no reason, including for violating these Terms or our policies.
22. CHANGES
We may modify these Terms, our Privacy and Cookies Policies, and our other policies from time to time. If we make material changes to it, we will provide you notice through our Services, or by other means (such as by a release note or change notice), to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your Account. your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.
23. GENERAL
23.1. Entire Agreement. Subject and without prejudice to clause 16.3, the Terms comprise the entire agreement and understanding of the parties with respect to their subject matter and supersede all prior agreements written or oral.
23.2. Force Majeure. Neither party shall be liable to the other by reason of any delay or failure to perform its obligations (other than a payment obligation) under these conditions or for any resulting loss or damage caused if such delay or failure is due to any circumstances beyond the reasonable control of that party including strike, lockout or other industrial dispute, fire, flood, earthquake, pandemic, or other elements of nature, acts of God, acts of war (whether or not war is declared), riots, civil disturbance, acts of terrorism, regulations, orders or requisitions of any Government.
23.3. Notices. We will typically provide notice to you of routine service messaging, news and changes on our Website or through Quincy, but may also contact you in writing via email.
23.4. No Waiver. A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay in exercising any right under the Terms shall not prevent the exercise of that or any other right.
23.5. Survival. Any clause or provision of the Terms which by its nature is intended to survive termination or expiration, shall survive termination or expiration of the Terms.
23.6. Severability. If any part of the Agreement or the Terms is deemed illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. Where such modification is not possible, that part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Terms or the Agreement.
23.7. Assignment. you may not assign or transfer any benefit, interest or obligation under the Terms.
23.8. Third Party Rights. No person that is not a party to the Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce the Agreement. This clause shall be without prejudice to any rights of any third party which may arise otherwise.
23.9. Marketing and References. you hereby agree that we may make reference to your use of the Services in marketing materials and case studies.
23.10. Governing Law and Jurisdiction. The Terms and the Agreement shall be governed by, and construed in accordance with, the laws of England & Wales, without regard to conflict of law provisions. The parties submit to the exclusive jurisdiction of the English courts in respect of all claims, disputes and other matters arising out of, or relating to, the Terms (including non-contractual disputes or claims).
For general enquires you may email us via team@quincy.health.