Physiodiary Terms and Conditions of Use

TERMS AND CONDITIONS

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services shall be governed by these Terms and Conditions. The Provider will ask the Customer for the Customer's express acceptance of these Terms and Conditions before providing such services to the Customer.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:

"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;

"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

"AI Services" means any artificial intelligence, machine learning, speech recognition, dictation, transcription, generative AI or related functionality made available by the Provider through or in connection with the Hosted Services, including PhysioAI and any successor or replacement service;

"AI Subscription" means a subscription, licence, entitlement or other permission granted by the Provider to a particular Account or individual user to access or use some or all of the AI Services;

"Authorised AI User" means the individual user to whom an AI Subscription has been assigned by the Provider;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Charges" means the charges for the Hosted Services, AI Services and any other Services supplied by the Provider, as specified on the Provider's website, Services Order Form, subscription information or as otherwise notified to the Customer;

"Customer" means the person or entity using the Hosted Services;

"Customer Confidential Information" means:

1. any information disclosed by the Customer to the Provider during the Term, whether disclosed in writing, orally or otherwise, that at the time of disclosure:
   1. was marked as "confidential"; or
   2. should reasonably have been understood by the Provider to be confidential;
2. the Customer Data.

"Customer Data" means all data, works and materials uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement;

"Data Protection Laws" means all applicable laws relating to the processing, privacy and protection of Personal Data in the United Kingdom from time to time, including the UK General Data Protection Regulation, the Data Protection Act 2018 and any legislation amending, replacing or supplementing them;

"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;

"Effective Date" means the date upon which the parties execute a hard-copy Services Order Form; or, following the Customer completing and submitting the online Services Order Form published by the Provider on the Provider's website, the date upon which the Provider sends to the Customer an order confirmation;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected, including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars;

"Hosted Services" means Physiodiary and associated services, features and functionality which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;

"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in the Documentation;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, and including copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs;

"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

"Provider" means James French Software Limited, a company incorporated in England and Wales with registration number 3969442 and having its registered office at Delta 606, Welton Road, Delta Office Park, Swindon SN5 7XF;

"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

"Services Order Form" means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy), including any amendments to that documentation from time to time;

"Update" means a hotfix, patch or minor version update to any Platform software; and

"Upgrade" means a major version upgrade of any Platform software.

2. Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 The Agreement shall continue in force whilst a valid subscription is in place for the Customer and all fees and payments required under the subscription are made by the Customer, subject to termination in accordance with Clause 16.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Hosted Services

3.1 The Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.

3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser or other application supplied or approved by the Provider for the internal business purposes of the Customer in accordance with the Documentation during the Term.

3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitation:

1. the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer who are authorised to use them.

3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:

1. the Customer must not sub-license its right to access and use the Hosted Services;
2. the Customer must not permit any unauthorised person to access or use the Hosted Services;
3. the Customer must not permit any person other than the person to whom an Account has been assigned to access or use the Hosted Services using that Account's credentials;
4. the Customer must not use the Hosted Services to provide services to third parties except as part of the Customer's ordinary professional services to its own patients or clients;
5. the Customer must not republish or redistribute any proprietary content or material from the Hosted Services except as permitted by the Documentation;
6. the Customer must not make any alteration to the Platform except as permitted by the Documentation;
7. the Customer and each individual user must not disclose their username or password to any other person;
8. where an Account, subscription, feature or service is licensed or charged on a per-user basis, the Customer must not permit that Account, subscription, feature or service to be used for the benefit of another user who does not have the required licence, subscription or entitlement;
9. the Customer must not share, transfer, lend or otherwise make available an AI Subscription or the benefit of an AI Subscription to any person other than the Authorised AI User;
10. the Customer must not permit an Authorised AI User to use the AI Services to process clinical notes, dictation, correspondence or other work on behalf of another individual user where that other individual user would otherwise require their own AI Subscription;
11. the Customer must not use another person's Account, credentials, active session, computer or other means to obtain access to AI Services for which the Customer or relevant individual user does not hold the required AI Subscription;
12. the Customer must not take any action intended to avoid, circumvent or reduce Charges properly payable for the Hosted Services or AI Services, including by sharing Accounts, credentials, sessions, subscriptions or subscription benefits between individual users; and
13. each AI Subscription is personal to the Authorised AI User to whom it is assigned and may not be transferred or shared without the Provider's prior written agreement.

3.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.

3.6 The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.

3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:

1. a Force Majeure Event;
2. a fault or failure of the internet or any public telecommunications network;
3. a fault or failure of the Customer's computer systems or networks;
4. any breach by the Customer of the Agreement; or
5. scheduled or emergency maintenance.

3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability, security or accessibility of the Hosted Services.

3.9 The Customer must not use the Hosted Services:

1. in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
2. in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

3.10 For the avoidance of doubt, the Customer has no right to access the software code, including object code, intermediate code and source code, of the Platform, either during or after the Term.

3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue.

3.12 The Provider may suspend access to an Account, AI Subscription or AI Services where the Provider reasonably suspects that an Account, AI Subscription or AI Service is being shared, misused or used to circumvent Charges or otherwise in breach of the Agreement.

3.13 The Provider may use system records reasonably generated in the ordinary operation of the Hosted Services, including Account access records, login records, session records, usage records, AI processing records, dictation records and relevant audit records, for the purposes of:

1. administering and securing the Hosted Services;
2. calculating and verifying Charges;
3. detecting unauthorised use, Account sharing or subscription sharing;
4. investigating suspected breaches of the Agreement;
5. preventing or detecting fraud, dishonesty or other misuse of the Hosted Services; and
6. establishing, exercising or defending legal rights.

Any processing of Personal Data under this Clause shall be undertaken in accordance with applicable Data Protection Laws.

4. Maintenance Services

4.1 The Provider shall, where practicable, give to the Customer at least 5 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services.

The Provider may undertake emergency maintenance without such notice where this is reasonably necessary to protect the security, integrity or continued operation of the Hosted Services.

5. Support Services

5.1 The Provider shall provide the Support Services to the Customer during the Term.

5.2 The Provider shall provide the Support Services with reasonable skill and care.

5.3 The Provider shall respond within a reasonable period to requests for Support Services made by the Customer.

5.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue.

6. Customer Data

6.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, transmit, export, adapt, edit, process and otherwise use the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement.

The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity, telecommunications, artificial intelligence, transcription and other service providers to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement, subject always to the Data Protection Laws and any express restrictions elsewhere in the Agreement.

6.2 The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person and will not breach the provisions of any law, statute or regulation applicable to the Customer.

6.3 The Provider shall create a backup copy of the Customer Data at least daily, shall ensure that each such copy is intended to be sufficient to enable the Provider to restore the Hosted Services substantially to the state they were in at the time the backup was taken, and shall retain and securely store backup copies in accordance with the Provider's backup and retention procedures.

6.4 Following receipt of a written request from the Customer, the Provider shall use reasonable endeavours to restore Customer Data from an available backup copy where reasonably practicable. The Customer acknowledges that a restoration may overwrite Customer Data stored on the Platform subsequent to the relevant backup.

7. No assignment of Intellectual Property Rights

7.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

8. Charges

8.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

8.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added tax.

8.3 The Provider may vary any element of the Charges by giving the Customer not less than 30 days' written notice of the variation.

8.4 Certain elements of the Hosted Services, including AI Services, may be subject to additional Charges and may be licensed or charged on a per-user, per-Account, usage or other basis as specified by the Provider.

8.5 Where an AI Subscription is charged on a per-user basis, a separate AI Subscription is required for each individual user who uses or receives the benefit of the AI Services in carrying out that user's clinical, administrative or other work.

8.6 Where the Provider reasonably determines that an AI Subscription or other individually licensed service has been used by or for the benefit of a person who did not hold the required subscription or entitlement, the Provider may charge the Customer the Charges that would have been payable had the appropriate subscription or entitlement been obtained.

8.7 The Customer must not knowingly structure its use of the Hosted Services, Accounts, subscriptions or AI Services for the purpose of avoiding Charges which would otherwise properly be payable under the Agreement.

9. Payments

9.1 The Customer must pay the Charges by debit card, credit card or such other payment method as the Provider may make available from time to time.

10. Provider's confidentiality obligations

10.1 The Provider must:

1. keep the Customer Confidential Information confidential;
2. not disclose the Customer Confidential Information to any person except as permitted by the Agreement or required by law;
3. use at least a reasonable degree of care to protect the confidentiality of the Customer Confidential Information;
4. act in good faith in relation to the Customer Confidential Information; and
5. not use the Customer Confidential Information for any purpose other than providing, administering, securing, maintaining and supporting the Services, performing the Provider's obligations, exercising the Provider's rights under the Agreement, complying with applicable law and protecting the legitimate interests of the Provider, the Customer and users of the Hosted Services.

10.2 Notwithstanding Clause 10.1, the Provider may disclose Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents, hosting providers, AI service providers, transcription providers and subcontractors who have a need to access the Customer Confidential Information for the purposes of the Agreement and who are subject to appropriate obligations of confidentiality and data protection.

10.3 This Clause 10 imposes no obligations upon the Provider with respect to Customer Confidential Information that:

1. is lawfully known to the Provider before disclosure under these Terms and Conditions and is not subject to another obligation of confidentiality;
2. is or becomes publicly known through no act or default of the Provider; or
3. is lawfully obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.

10.4 The restrictions in this Clause 10 do not apply to the extent that Customer Confidential Information is required to be disclosed by law or regulation, judicial or governmental order or request, or to a competent regulatory authority.

10.5 The provisions of this Clause 10 shall continue in force following termination of the Agreement for so long as the information concerned remains confidential or as otherwise required by applicable law.

11. Data protection

11.1 Each party shall comply with the Data Protection Laws with respect to the processing of Customer Personal Data.

11.2 The Customer warrants to the Provider that it has the legal right, lawful basis and any necessary authority to disclose and permit the processing of all Personal Data that it discloses to the Provider under or in connection with the Agreement.

11.3 The Provider shall process Customer Personal Data only for the period reasonably necessary to provide the Services and to comply with applicable legal, regulatory, security, backup and legitimate record-keeping requirements.

11.4 The Provider shall process Customer Personal Data only on the documented instructions of the Customer, including these Terms and Conditions, the Customer's use and configuration of the Hosted Services and any other documented instructions agreed between the parties, unless processing is required by applicable law.

11.5 The Provider shall inform the Customer if, in the Provider's reasonable opinion, an instruction relating to the processing of Customer Personal Data infringes applicable Data Protection Laws.

11.6 Notwithstanding any other provision of these Terms and Conditions, the Provider may process Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. Where legally permitted, the Provider shall inform the Customer of the relevant requirement.

11.7 The Provider shall ensure that persons authorised to process Customer Personal Data are subject to appropriate obligations of confidentiality.

11.8 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for Customer Personal Data having regard to the nature of the data, the processing undertaken and the risks presented.

11.9 The Provider shall, insofar as reasonably possible and taking into account the nature of the processing, assist the Customer with the fulfilment of the Customer's obligations to respond to requests by data subjects exercising rights under the Data Protection Laws.

11.10 The Provider shall provide reasonable assistance to the Customer in relation to applicable obligations concerning security of processing, personal data breaches, data protection impact assessments and prior consultation with regulatory authorities.

The Provider shall notify the Customer without undue delay after becoming aware of a Personal Data breach relating to Customer Personal Data where the Provider is required to notify the Customer under applicable Data Protection Laws.

The Provider may charge the Customer at its standard time-based charging rates for assistance requested by the Customer under this Clause to the extent that such charges are permitted by applicable law and the assistance goes beyond the Provider's statutory obligations.

11.11 The Provider shall make available to the Customer such information as is reasonably necessary to demonstrate compliance with the Provider's obligations as a processor under the Data Protection Laws.

11.12 Following termination of the Services, the Provider shall delete or return Customer Personal Data in accordance with the Customer's lawful instructions and the Provider's applicable retention and backup procedures, save to the extent that applicable law requires or permits continued storage.

11.13 The Provider shall permit reasonable audits or inspections concerning its processing of Customer Personal Data where required by applicable Data Protection Laws, subject to reasonable notice, confidentiality, security and operational requirements.

The Provider may satisfy an audit request through appropriate third-party audit reports, certifications, written information or other reasonable means where appropriate.

11.14 If changes to the Data Protection Laws require amendments to these Terms and Conditions in order for either party to continue complying with applicable law, the parties shall use reasonable endeavours to make such amendments.

11.15 The Customer acknowledges that the operation of some Hosted Services, including AI Services, may require Customer Personal Data to be processed by third-party service providers appointed by the Provider.

The Provider shall ensure that any third party processing Customer Personal Data on its behalf is subject to contractual obligations meeting the requirements of applicable Data Protection Laws.

11.16 Where Customer Personal Data contains information concerning health, the Customer acknowledges that such information may constitute special category Personal Data and shall ensure that it has an appropriate lawful basis and condition for processing such information through the Hosted Services.

12. Warranties and AI Services

12.1 The Provider warrants to the Customer that:

1. the Provider has the legal right and authority to enter into the Agreement and perform its obligations under these Terms and Conditions;
2. the Provider will comply with applicable legal and regulatory requirements applying to the Provider in its provision of the Hosted Services; and
3. the Provider has or has access to the know-how, expertise and experience reasonably necessary to perform its obligations under these Terms and Conditions.

12.2 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not knowingly infringe the Intellectual Property Rights of any person.

12.3 If the Provider reasonably determines, or any third party alleges, that use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes a person's Intellectual Property Rights, the Provider may at its own cost and expense:

1. modify the Hosted Services so that they no longer infringe the relevant Intellectual Property Rights; or
2. procure for the Customer the right to continue to use the Hosted Services.

12.4 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

12.5 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement shall be implied.

12.6 The Customer acknowledges that outputs generated or assisted by the AI Services may contain errors, omissions, inaccuracies, inappropriate wording or other defects and must not be relied upon without appropriate human review.

12.7 The Customer and the relevant individual user are responsible for reviewing and approving all clinical notes, correspondence, reports, treatment plans, summaries and other materials generated or assisted by the AI Services before such material is relied upon, communicated to a patient or third party or incorporated into a clinical record.

12.8 The AI Services are intended to assist appropriately qualified professionals and are not a substitute for professional clinical judgement.

The Customer and its individual users remain responsible for all clinical decisions and for ensuring that their use of the AI Services complies with applicable professional, regulatory and legal obligations.

12.9 The Provider does not warrant that AI-generated material will be factually correct, clinically appropriate, complete or suitable for a particular patient or purpose.

12.10 The Customer shall ensure that AI-generated content is not treated as an autonomous clinical decision and is subject to appropriate professional oversight.

13. Acknowledgements and warranty limitations

13.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs, and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

13.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities, and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

13.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with software and systems specified as compatible in the Hosted Services Specification, and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

13.4 The Customer acknowledges that the Provider will not provide legal, financial, accountancy, taxation or clinical advice under these Terms and Conditions or through the Hosted Services, and except to the extent expressly provided otherwise, the Provider does not warrant or represent that use of the Hosted Services will not give rise to legal, professional or regulatory liability on the part of the Customer or any other person.

14. Limitations and exclusions of liability

14.1 Nothing in these Terms and Conditions will:

1. limit or exclude any liability for death or personal injury resulting from negligence;
2. limit or exclude any liability for fraud or fraudulent misrepresentation;
3. limit any liability in any way that is not permitted under applicable law; or
4. exclude any liability that may not lawfully be excluded.

14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these Terms and Conditions:

1. are subject to Clause 14.1; and
2. govern all liabilities arising under these Terms and Conditions or relating to their subject matter, including liabilities arising in contract, tort, including negligence, and for breach of statutory duty, except to the extent expressly provided otherwise.

14.3 Neither party shall be liable to the other party in respect of losses arising out of a Force Majeure Event.

14.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings, except in relation to Charges properly payable to the Provider under the Agreement.

14.5 Neither party shall be liable to the other party in respect of any loss of revenue or income, except in relation to Charges properly payable to the Provider under the Agreement.

14.6 Neither party shall be liable to the other party in respect of any loss of use or production.

14.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

14.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of data, database or software except to the extent caused by the Provider's failure to comply with its obligations under applicable Data Protection Laws or its express obligations under the Agreement.

14.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage to the extent permitted by applicable law.

15. Force Majeure Event

15.1 If a Force Majeure Event gives rise to a failure or delay in either party performing an obligation under the Agreement, other than an obligation to make a payment, that obligation will be suspended for the duration of the Force Majeure Event.

15.2 A party that becomes aware of a Force Majeure Event which gives rise to, or is likely to give rise to, any failure or delay in that party performing an obligation must:

1. notify the other party within a reasonable period; and
2. where practicable, provide an estimate of how long the failure or delay is expected to continue.

15.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate its effects.

16. Termination and suspension

16.1 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.

16.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

1. the other party:
   1. is dissolved;
   2. ceases to conduct all or substantially all of its business;
   3. is or becomes unable to pay its debts as they fall due;
   4. is or becomes insolvent or is declared insolvent; or
   5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar person is appointed over any of the assets of the other party;
3. an order is made for the winding up of the other party or the other party passes a resolution for its winding up, other than for the purposes of a solvent company reorganisation where the resulting entity assumes the obligations of the other party under the Agreement; or
4. if the other party is an individual:
   1. that other party dies;
   2. as a result of illness or incapacity, that other party becomes legally incapable of managing their affairs; or
   3. that other party is the subject of a bankruptcy petition or order.

16.3 For the purposes of Clause 16.1, the following may constitute a material breach of these Terms and Conditions:

1. deliberate sharing of Account credentials;
2. deliberate sharing or unauthorised use of an AI Subscription;
3. use of an AI Subscription assigned to one individual user for the purpose of providing AI Services to or for another individual user who does not hold the required subscription;
4. deliberate circumvention or attempted circumvention of Charges;
5. fraudulent, dishonest or deceptive use of the Hosted Services;
6. deliberate concealment or misrepresentation of the identity of the person using an Account, subscription or service;
7. unauthorised access to Customer Data or the Account of another person; or
8. repeated or serious breaches of the Acceptable Use Policy.

16.4 Where the Provider reasonably believes that a material breach falling within Clause 16.3 may have occurred, the Provider may suspend the affected Account, AI Subscription or Hosted Services while the matter is investigated.

16.5 Where reasonably practicable, the Provider may give the Customer an opportunity to provide an explanation or remedy a breach before termination.

Nothing in this Clause requires the Provider to provide such an opportunity where the nature or seriousness of the breach reasonably justifies immediate suspension or termination.

16.6 Nothing in this Clause shall prevent the Provider from terminating the Agreement immediately in accordance with Clause 16.1 where the nature or seriousness of a breach justifies immediate termination.

17. Effects of termination

17.1 Upon termination of the Agreement, all provisions of these Terms and Conditions shall cease to have effect save that provisions which by their nature or express wording are intended to survive termination shall continue to have effect, including Clauses 1, 3.10, 6, 7, 8 in respect of accrued Charges, 10, 11, 12.6 to 12.10, 14, 17, 20 and 21.

17.2 Except to the extent that these Terms and Conditions expressly provide otherwise, termination of the Agreement shall not affect accrued rights, remedies, obligations or liabilities of either party.

17.3 Any Charges accrued or properly payable before termination shall remain payable following termination.

18. Notices

18.1 Any notice from one party to the other party under these Terms and Conditions may be given:

1. by email; or
2. by an internal message within the Hosted Services.

If the stated time of deemed receipt is not within Business Hours, the notice shall be deemed received when Business Hours next begin.

18.2 The Provider's contact details for notices are those published by the Provider or otherwise notified to the Customer. Notices to the Customer may be sent to the email address or contact details associated with the Customer's Account.

18.3 Either party may update its contact details by giving notice to the other party.

19. Subcontracting

19.1 Subject to any express restrictions elsewhere in these Terms and Conditions and applicable Data Protection Laws, the Provider may subcontract any of its obligations under the Agreement.

19.2 The Customer acknowledges and agrees that the Provider may engage reputable third parties for services including hosting, infrastructure, telecommunications, security, support, artificial intelligence processing, speech recognition, transcription and other functionality necessary or desirable for the operation of the Hosted Services.

19.3 Where a subcontractor processes Customer Personal Data on behalf of the Provider, the Provider shall ensure that the subcontractor is subject to appropriate contractual data-protection obligations as required by applicable Data Protection Laws.

20. General

20.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.

20.2 If any provision of the Agreement is determined by a court or other competent authority to be unlawful or unenforceable, the remaining provisions shall continue in effect.

If an unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted or modified, that provision shall apply with such minimum deletion or modification as is necessary to make it lawful and enforceable, so far as permitted by law.

20.3 Subject to applicable law and any provisions governing notification of changes to the Customer, the Provider may amend these Terms and Conditions from time to time.

Where a change materially affects the Customer's rights or obligations, the Provider shall give reasonable notice before the change takes effect.

Continued use of the Hosted Services following the effective date of the amended Terms and Conditions shall constitute acceptance where permitted by law and where the Customer has been appropriately notified of the changes.

20.4 The Provider may assign its contractual rights and obligations under the Agreement to a third party. The Customer must not, without the prior written consent of the Provider, assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Agreement.

20.5 The Agreement is made for the benefit of the parties and is not intended to benefit or be enforceable by any third party.

20.6 Subject to Clause 14.1, the Services Order Form together with these Terms and Conditions and any applicable Schedules shall constitute the entire agreement between the parties in relation to its subject matter and shall supersede previous agreements, arrangements and understandings concerning that subject matter.

20.7 The Agreement shall be governed by and construed in accordance with English law.

20.8 The courts of England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

21. Interpretation

21.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

1. that statute or statutory provision as amended, modified, consolidated or re-enacted from time to time; and
2. any subordinate legislation made under that statute or statutory provision.

21.2 Clause headings do not affect the interpretation of these Terms and Conditions.

21.3 References in these Terms and Conditions to "calendar months" are to the twelve named periods from January to December into which a year is divided.

21.4 General words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.