User Terms of Use

These User Terms of Use (the “User Terms”) govern your access and use of our quality improvement web platform and tools ("the Services"). Please read them carefully. Even though you are joining as part of your employer or associated third party's quality improvement work, these User Terms apply to you.

These User Terms are legally binding

These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “We”, “our” and “us” currently refers to See Data Limited.

Customer’s choices and instructions

You are an Authorised User working for or with a “Customer”

An organisation or other third party that we refer to in these User Terms as “Customer” has invited you to use the Services. The Customer may be your employer or an organisation your employer is working with.

What this means for You, and for Us

Customer has either:

• Separately entered into a written agreement with us (the “Contract”) that permitted Customer to invite you and others to join (each invitee granted access to the Services, including you, is an “Authorised User”); or begun a trial of the Services (the "Trial") in relation to which the Customer invites Authorised Users to use the Services as part of that Trial.

When an Authorised User (including, you) submits content or information relating to quality improvement projects to Life QI, such as data, messages or files (“Content Data”), you acknowledge and agree that the Content Data is owned by the Lead Organisation, as named on the project, which may be the Customer, and the Contract or Trial provides Customer with choices and control over that Content Data. Data you enter about you, specifically your name and workplace contact details ("Personal Data") is owned by you.

The relationship between You, Customer and Us

As between us and Customer, you agree that it is your sole responsibility to (a) comply with any relevant Customer and/or your employer's policies and practices and any settings that may impact the use of the virtual cloud-based Services and the processing of Content Data and Personal Data; (b) obtain any rights, permissions or consents from Customer and/or your employer that are necessary for the lawful use of the Content Data and the operation of the Services; and c) respond to and resolve any dispute with Customer and/or your employer relating to or based on Content Data, the Services or your failure to fulfil these obligations. See Data Limited makes no representations or warranties of any kind, whether express or implied, to you relating to the Services, which are provided to you on an "as is" and "as available" basis.

A few ground rules

Adhere to your organisation’s policies and practices

You are responsible for complying with any relevant Customer and/or your employer's policies and practices and any settings that may impact the use of the virtual private cloud-based Services and the processing of Content Data and Personal Data.

Do not enter Patient Identifiable Data

At no point should you enter Patient Identifiable Data into the platform. Should you choose to do so it is your responsibility to ensure compliance with the relevant information governance policies.

Do not share data outside your organisation without permission

Any Content Data should only be shared with Authorised Users outside your organisation with prior appropriate agreement from your organisation. You agree not to publish, sell or distribute data that you do not own without the permission of the originating party.

While You Are Here, You Must Follow the Rules

To help ensure a safe and productive work environment, all Authorised Users must comply with our Acceptable Use Policy and remain vigilant in reporting inappropriate behaviour or content to Customer and us.

You Are Here At the Pleasure of Customer (and Us)

These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

Limitation of Liability

If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Content Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users, or any third parties.

To the maximum extent permitted by applicable law, we shall not under any circumstances whatsoever be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory, or otherwise, even if foreseeable, for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, sales, business or revenues, business interruption, loss of anticipated savings, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party using the Services, including without limitation any defamatory, offensive, or illegal conduct of other users or third parties; (iii) use or reliance on any content obtained from the Services; or (iv) unauthorised access, use or alteration of your transmissions of Personal Data.

You warrant that that your use of the Services complies with these User Terms and you will be liable to us and indemnify us for any breach of that warranty. This means that you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Survival

The sections titled “The Relationship Between You, Customer, and Us”, “Limitation of Liability”, and “Survival”, and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.

General Provisions

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

Modifications

As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by notifying you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.

Governing Law

These User Terms, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of England.

Venue, Waiver of Jury Trial, Fees

The courts of England will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these User Terms, including the Acceptable Use Policy, or their formation as a contract between us or their enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the User Terms. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and legal fees.

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorised Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

Contacting us

Please feel free to contact us if you have any questions about Life QI's User Terms of Service. You may contact us at info@lifeqisystem.com or at our postal address: Life QI - See Data Limited, 1 Emperor Way, Exeter Business Park, Exeter, EX1 3QS, UK.