Customer Terms of Service
These Customer Terms of Service describe your rights and responsibilities when using Life QI (“Life QI Service” or “Services”). Please read them carefully.
The Customer Terms of Service and any Order Form(s) together form a binding contract between Customer and us. “We”, “the Life QI team” and “Seedata” refers to See Data Limited of 3 Babbage Way, Exeter Science Park, Exeter, EX5 2FN, UK, company number 7307269.
"Agreement" or “Customer Terms of Service” means these Customer Terms of Service and all materials referred or linked to in here.
“Customer” is the organisation that you represent in agreeing to the Customer Terms of Service and is listed on your Order Form.
“User(s)” means an individual with a verified user account.
“User Licence” means a licence which is attributed to an individual User, granting them access to the system under your subscription.
“Personal data” means data which relates to a living individual who can be identified, for example names and workplace contact details.
“Content data means” data added to the system by Users (for example, to populate a project, resource, or discussion thread, such as project titles, SPC chart data, and uploaded documents).
“Meta data” means data providing information about one or more aspects of the Content data, Personal data or service usage data. This may be held in two forms. Structural Meta data is used to indicate how aspects such as projects are organised and how many elements exist within them. Administrative Meta data is used to help manage the system or a resource or object within it, such as the list of organisations, when an object was created, usage data, access rights, and data counts.
“Life QI Service” means the Life QI web-based application and any training services that you have subscribed to under an Order Form.
“Subscription Term” means the initial term of your subscription to the Life QI Service, as specified on your Order Form(s), and each subsequent renewal term (if any).
2. Use of the Service
During the Subscription Term, we will provide your Users access to use the Life QI Service as described in this Agreement and the applicable Order.
The rights granted to you under this agreement are granted to you only, and shall not be considered granted to any subsidiary or holding company of you.
Your subscription may consist of User Licences and Add-on services. Your User Licences will allow for use of the system by any User you choose to assign your licences to provided that the User is covered by a User Licence and all relevant Charges for that User Licence are paid as outlined in the Charges section of this agreement. Add-on services will allow access to additional functionality and support from the Life QI team to enhance your organisation’s use of Life QI.
3. Term and Renewal
Your initial subscription period (Subscription Term) will be specified in your Order Form.
Upon mutual agreement of the parties in writing the Subscription Term may be renewed for additional periods (each a "Renewal Term"). The Initial Term and any applicable Renewal Term(s) are collectively and together (the “Term”).
You have the right to extend the Subscription Term on the terms laid out in this Agreement. Seedata may make changes to the Agreement as necessary to maintain legal compliance and/or maintain accepted industry standards and practices, in which circumstances we reserve the right to make the necessary changes to such terms.
At least sixty (60) days prior to the expiration of the Initial Term, Seedata shall give Customer written notice (Renewal Notice) of the upcoming expiration date of Subscription Term as well as an Order Form setting forth the amount of the fee due to renew this Term for an additional period. You shall indicate your intention to renew this Subscription by submitting the signed Order Form. In the event You do not submit any such signed Order Form, then this Agreement shall automatically terminate upon the expiration of the Initial Term.
4. User Licences
Each User Licence is a licence for a User to use the system, and also covers the hosting, maintenance and support of a User's use of the system and the benefit of updates made by us to the core system.
The number of User Licences held against your subscription will be recorded on your Order Form and this will be updated every time a change is made to the number of User Licences held by you.
Individuals become Users as soon as their application to join Life QI is verified by an administrator.
New Users will be automatically assigned a User Licence on your subscription. If your subscription reaches its User Licence limit: New Users will not be automatically denied access to the system; In this event, you are required to increase the number of (and pay the associated Charges for) User Licences available on your subscription or remove User Licences from other Users and re-assign them; You will not be charged for additional User Licences until we have received confirmation in writing from your organisation that you wish to add a User Licence; If you do not agree to additional User Licences and to pay the Charges for them and you do not re-assign your existing User Licences to the new Users (with the prior Users no longer having any right to access or use of the system), we reserve the right to deny such Users without a User Licence access to the system at our absolute discretion.
As part of your subscription you may choose to purchase Add-ons to access additional features within the system and/or support services from the Life QI team.
Add-ons are optional and may be purchased at any point during your subscription.
Any Add-ons purchased during your subscription will be captured in an Order Form.
As part of your subscription you may choose to purchase Training Services.
Any Training Services purchased during your subscription will be captured on an Order Form.
We may choose to change any personnel assigned to your training services at any time for any reason. We might provide some or all elements of the Training Services through third party service providers.
Webinar training sessions are performed remotely.
On-site training sessions are performed at a location of your choice, providing it is of suitable size, condition and has the required equipment needed to facilitate classroom learning.
For training services performed on-site, (i) you will arrange and pay the cost of the travel and accommodation required for our personnel to perform the on-site training services, (ii) you will provide at least 15 working days’ notice of any required date changes.
Training Services are non-cancellable and all fees for Training Services are non-refundable.
If the Training Services provided are not complete at the end of the Expiration Period due to your failure to make the necessary resources available to us or to perform your obligations, such Training Services will be deemed to be complete at the end of the Expiration Period.
7. Information Governance
The quality, legality, accuracy and integrity of the data entered into the system is the responsibility of the user entering it and ownership of that data resides with the originating party. In the case of projects, the originating party is the Lead Organisation as defined in the General Info area of a project.
Users and organisations shall not be permitted to publish, sell or distribute data that they do not own without the permission of the originating party.
In order to assist with system administration and maintenance you agree to allow the Life QI Team access to all your data contained within the system. This does however not allow us to distribute, sell or publish your data to third parties outside of Seedata.
Data Integrity and Liability
We do not control the quality, legality, accuracy or integrity of the data you or your users or other organisations add to the system. They are responsible for the quality, legality, accuracy and integrity of all such data.
You agree not to supply or add data that it or its supply/addition may be considered illegal, unlawful, threatening, abusive or offensive. You confirm that Seedata will be indemnified for any liability or loss it incurs or suffers arising out of or in connection with or as a result of data supplied or added on your or your users’ behalf. In the event of a breach of this clause we reserve the right to terminate this agreement immediately.
We are not responsible for the impact of decisions made based on data added or supplied to Life QI by or on behalf of you or any other organisation.
Life QI is built to be a system that others can learn from, so by default we do not remove content data when an organisation ceases to use the system. This data may continue to benefit the QI community using Life QI so by default it remains on the system so others can learn from it. However, there is the facility to arrange for your content data to be removed from the system.
Personal data will only be removed upon request from the data subject.
Meta data will be retained for as long as the system continues to be in use.
Both parties shall ensure that they, their employees, agents and sub-contractors shall observe the requirements of the applicable data protection legislation and any amendments or revisions thereto in the provision and use of the subject matter of the Agreement and shall comply with any request made or direction given to the other which is directly due to the requirements of such legislation.
Life QI is an improvement support tool designed to allow health and social care organisations to capture quality improvement data. At no point, will the system ask or require you to enter patient identifiable information. Should you choose to do so it is your responsibility to ensure compliance with the relevant information governance policies and all relevant data protection laws and regulations.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. As used herein, ‘Confidential Information’ means all information disclosed by a party (‘Disclosing Party’) to the other party (‘Receiving Party’), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. A party’s Confidential Information shall not be deemed to include information that: is or becomes publicly known other than through any act or omission of the receiving party; was in the other party’s lawful possession before the disclosure; is lawfully disclosed to the receiving party by a third party without restriction on disclosure; is independently developed by the receiving party, which independent development can be shown by evidence; or is required to be disclosed by law.
Each party shall hold the other’s Confidential Information in confidence and use the same degree of care that it uses to protect the confidentiality of its own Confidential Information, but in no event less than reasonable care, and unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
8. Information Security
The principles of information security require that all reasonable care is taken to prevent inappropriate access, modification or manipulation of data from taking place. Seedata, together with our hosting partners, have appropriate technological and organisational measures to protect your data against unauthorised or unlawful access, and against accidental loss, destruction, damage, alteration or disclosure.
We take security extremely seriously, which is why we use a world leader in cloud computing Amazon Web Services (AWS), to host Life QI. We work with AWS to take every step to ensure the physical security of data hosted on their servers. AWS' highly secure datacentres utilise state-of-the art electronic surveillance and multi-factor access control systems.
AWS is subject to numerous audits and certifications according to several global best practices and government standards. AWS has successfully completed and maintains many audits and certifications, including ISO27001, SOC 1 (SSAE 16 and ISAE 3402), SOC 2 – Security, SOC 3, PCI DSS Level 1, ISO 27001, as well as FedRAMP, FIPS 140-2, FISMA and DIACAP for US government agencies.
All data transmission between our servers and user machines is over an SSL encrypted connection. No traffic other than http and https is allowed into the network. Secure areas of the database are salted and encrypted using highly secure cryptographic hashing algorithms. User access to Life QI is login protected.
You are responsible for ensuring your Users’ use of the system complies with any applicable organisational information governance policies.
9. Service Availability
As a web hosted solution, the system is designed to be available to users 24 hours a day, 365 days a year. We have measures in place to try to ensure the solution remains constantly available, and we aim to achieve 99.9% availability (excluding maintenance). Our team are on duty 24 hours a day and are backed up by data centre team dedicated to service availability.
10. Support & Maintenance
Technical support is defined as troubleshooting and fault rectification of technical issues. Technical support will be provided by the Life QI Team.
Categorising technical support requests – Users are able to log technical support requests under two categories: 1) Help Needed - general assistance on the use of the system, 2) Fault – technical incident requiring corrective action.
Logging support requests – Users will be able to log support requests with the Life QI Team. Details of how to do so are accessible from the Help area of the system. All logged requests will be sent to the Life QI Team for appropriate action.
Response times – The target response times for support requests are outlined in the table below (Table 1). The Life QI Team will use its reasonable judgement when assessing the priority of Faults. In circumstances where these response times cannot be met because of the complexity of the incident it will be escalated from a Fault to a Problem. At this point the user will be notified and we will work with them to look to find and implement a resolution. Due to the unknown nature of Problems it is not possible to provide definite rectification times.
|Request type / priority rating
Support hours – Technical support will be provided 24 hours a day, 365 days a year.
QI support is defined as assisting users with understanding and applying the QI methods and tools upon which the Life QI system is based. The Life QI Team is not responsible for providing reactive QI support to end users. Our support in this area is limited to maintaining the Life QI Help Centre which contains information and guidance on how to use the system and how to interpret key aspects of the method and tools. Reactive QI support to end users is your responsibility.
The Life QI Team will from time to time carry out maintenance on or in respect of the system. Whenever reasonably possible users will be notified of any planned system downtime for scheduled maintenance and updates during working hours at least 5 days in advance. Whenever reasonably possible downtime will be limited to outside of normal working hours.
11. Branding & Representation
Your use of or reference to Life QI in promotional, instructional, reference materials, on web sites, in publications, seminars, or conferences, must not bring Seedata, Life QI or the Life QI brand into disrepute. Furthermore, you promise that you will not make statements that explicitly or by inference imply creation of or ownership of Life QI or the elements constituting the system or brand by your organisation or any other organisation or person.
You agree to allow us to reference you as a customer by featuring your logo and organisation name on our website and in promotional material.
12. Future development of Life QI
We are passionate about ensuring the Life QI system remains effective at supporting frontline QI. As such we will continue to develop the system with new and enhanced functionality. As part of your subscription you will benefit from updates made to the core platform.
13. Intellectual Property Rights
Seedata shall have a royalty-free, worldwide, irrevocable, perpetual licence to use and incorporate into Life QI any suggestions, enhancement requests, recommendations or other feedback provided by you, including Users in your region, relating to the operation of Life QI.
All intellectual property rights pertaining to the data entered into Life QI shall remain vested in and ownership of the originating party.
You shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the system in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the system; or
access all or any part of the system in order to build a product or service which competes with the system; or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the system available to any third party except authorised Users, or attempt to obtain, or assist third parties in obtaining, unauthorised access to the system; and You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the system and, in the event of any such unauthorised access or use, promptly notify Seedata.
So far as Seedata is aware at the commencement date, the system (nor any part thereof) does not infringe the intellectual property rights of any third party.
Subject to the provisions in this clause, Seedata undertakes at its own expense to defend you in respect of any successful claim or action brought against you, alleging that the possession or use of the system (or any part thereof) in accordance with the terms of this agreement infringes the intellectual property rights in the United Kingdom of a third party ("Claim") and shall be responsible for paying any out of pocket legal costs and/or damages awarded by an English court against you in favour of the claimant in respect of the Claim. For the avoidance of doubt, this clause shall not apply where the Claim in question is attributable to possession or use of the system (or any part thereof) by you, other than in accordance with the terms of this agreement.
Subject to the provisions in this clause, if any third party makes a Claim, or notifies an intention to make a Claim against you, Seedata's obligations are conditional on you: giving immediate written notice of the Claim to Seedata, specifying the nature of the Claim in reasonable detail; not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Seedata (at Seedata's absolute discretion); allowing Seedata exclusive control over and conduct of all Claims and any settlement thereof; and giving Seedata all assistance that it may reasonably require in the conduct of any Claims, including giving Seedata and its professional advisers access to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable Seedata and its professional advisers to examine them and to take copies (at Seedata's expense) for the purpose of assessing the Claim.
Subject to the provisions of this clause, if any Claim is made, or in Seedata's reasonable opinion is likely to be made, against you, Seedata may at its absolute discretion and expense: procure for you the right to continue to use the system (or any part thereof) in accordance with the terms of this agreement; modify the system so that it ceases to be infringing; or replace the system with an alternative non-infringing system; provided that if Seedata modifies or replaces the system, you shall have the same rights in respect thereof as it would have had under this agreement had the references to the date of this agreement been references to the date on which such modification or replacement was made.
The protections afforded to you in this clause shall only apply if you have paid to us (in full and in cleared funds) all sums due pursuant to this agreement in respect of your use of the system.
The provisions in this section constitute your exclusive remedy and Seedata's only liability in respect of Claims. For the avoidance of doubt, this section is subject to the provisions of the Charges clause.
14. Third Party Rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Charges are applied according to the number of User Licences held. These charges cover the licence for a User to use the system, the hosting, maintenance and support of a User's use of the system and the benefit of updates made to the core system.
The Order Form details the number and cost of User Licences purchased by you at the commencement of the agreement.
User Licences will be invoiced annually, starting on the Commencement Date. When additional User Licences are purchased, via an Order Form, during the Term you will be invoiced at the point they are issued, the invoice amount being the cost of the newly issued User Licences for the remaining duration of the current Subscription Term.
Any Add-ons purchased will incur either an upfront annual charge, which will recur for each year of the agreement, or a single upfront one-off payment. The payment terms are dependent on the Add-on chosen and will be outlined on the Order Form.
If Seedata has not received payment within 30 days of the date of an invoice, then without prejudice to any other rights and remedies of Seedata: it may, without liability to you, disable your account and access to all or part of the system and Seedata shall be under no obligation to provide any or all of the services or system while the invoice(s) concerned remain unpaid; and you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue at a rate of 2% per month.
16. Limitation of Liability
This clause sets out the limitation of liability of each party (including any liability for the acts or omissions of its employees, agents, consultants and sub-contractors) to the other party in respect of: any breach of contract, howsoever arising; the system, or any part thereof (including any use made of it); any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement; any other liability (including non-contractual) howsoever arising under any legal theory whatsoever arising out of or in connection with this agreement.
We warrant that the services provided pursuant to this agreement will be performed: with reasonable skill and care, and in accordance with accepted industry practice; and in accordance with all applicable laws and regulations in the United Kingdom; the system shall be free from material defects and any viruses malicious code, trojan, worm, lock, authorisation key or similar device that impairs or could impair the operation of the computer systems of a party.
The above warranties shall not apply to the extent of any non-conformance which is caused by use of the system contrary to our instructions, or modification or alteration of the system by any party other than us or our duly authorised contractors or agents. If the services/the system do not conform with the foregoing undertaking, Seedata will at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the above warranty.
Notwithstanding the foregoing, Seedata: does not warrant that your use of the system will be uninterrupted or error-free; or that the system/our services will meet your requirements; and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the services and the system may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement. Save to the extent set out in this agreement, the system is provided to you on an "as is" basis.
Nothing in this agreement limits or excludes the liability for either party for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other matter for which it would be unlawful for a party to exclude or limit or attempt to exclude or limit its liability.
Subject to the provisions of this clause, neither party shall under any circumstances whatsoever be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and/or otherwise howsoever under any legal theory whatsoever, for any of the following losses (whether direct or indirect): loss of profits or revenue (save for any sums due pursuant to clause 15); loss of business; depletion of goodwill and/or loss of reputation; loss of other contracts or loss of business opportunity; payments (e.g. penalties) due to be paid/paid to any third party under any other contract or arrangement; wasted management and/or staff and/or office time; loss of anticipated savings, nor any other special, indirect or consequential loss, costs, damages, charges or expenses suffered by the other party that arises under or in connection with this agreement.
Subject to the provisions of this clause, Seedata's total liability to you whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and/or otherwise howsoever arising out of or in connection with any failure by Seedata to comply with the General Data Protection Regulation in respect of personal data made available to Seedata as a result of your use of the System shall in all circumstances be limited to and shall not exceed, a total sum equal to £2,000,000.
Subject to the provisions of this clause, each party's total liability to the other party whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution and/or otherwise howsoever arising under any legal theory whatsoever shall in all circumstances be limited to and shall not exceed for any other type of liability, a total sum equal to the Total Annual Charge.
17. Force Majeure and Set-off
You agree that we shall not be liable for any and all losses, (including loss of data) damages, costs, claims and other liabilities which arise as a result of any delay or interruption in, or any non-delivery, or missed delivery or failure of the equipment and/or services due to circumstances beyond our or any of our suppliers’ reasonable control (including, but not limited to, fire, lightning, explosion, war, disorder, flood, industrial dispute, terrorism, sabotage, weather conditions or acts of local or central Government or other competent authorities).
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its or its supplier's reasonable control (including, but not limited to, fire, lightning, explosion, war, disorder, flood, industrial dispute, terrorism, sabotage, weather conditions or acts of local or central Government or other competent authorities). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
Should any event, referred to in this clause continue for more than 90 days then either you or we may terminate the Agreement forthwith on a non-fault basis.
All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party in the event that the other party: is in material or persistent breach of any of the terms of this Agreement (e.g. the parties agree that a breach of clause 16 is a material breach, as is any failure by you to pay any sums due under or in connection with this agreement on the due date for payment); becomes insolvent, suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or if an order is made or a resolution is passed for its winding up (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets or business, or if it makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt; there is a change of control of the other party (in this clause, "control" refers to the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of a party); the other party ceases to carry on the whole or a substantial part of its business.
You may terminate this agreement with immediate effect by giving written notice to Seedata: in the event that Seedata ceases to hold the right to grant access to the Life QI Service; in the event that the system has been unavailable for use by you for a period of ten (10) consecutive working days or more, provided that such unavailability arises as a result of the acts or omissions of Seedata (but not, for the avoidance of doubt, as a result of a force majeure under clause 17).
If the agreement is terminated by you in accordance with section 17 we shall refund to you any prepaid subscription charges covering the period from the date of the termination to expiry of the term of the agreement.
All licences granted under this agreement shall immediately terminate upon termination of this agreement.
Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
19. Severance and Assignment
If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law or otherwise, such term or provision (or part thereof) shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.
Neither party shall assign, transfer, mortgage, charge, subcontract (save that we can sub-contract our obligations under this agreement), declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
20. Governing Law and Jurisdiction
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and shall be construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration in force at the date of the dispute or claim, which rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be one and in default of the parties' agreement as to the arbitrator, the appointing authority shall be the London Court of International Arbitration. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
For the avoidance of any doubt, nothing in this clause shall prevent either party from applying to any court in any jurisdiction, in order to obtain an injunction (for example, an interim injunction) in the event of the breach or threatened breach of the terms of this agreement.
21. Entire Agreement and Variation
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).