BY USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONFIRM YOU ARE PROPERLY AUTHORISED TO BIND THE PARTY YOU REPRESENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OR ARE NOT AUTHORISED TO BIND THE PARTY YOU REPRESENT, DO NOT AGREE TO THEM. 

These Terms of Service (the “Terms”) are between Doctify Limited (registered company number 09245200 and registered address of Doctify Ltd, 1 Kensington Gore, London, SW7 2AR, United Kingdom) (“Doctify”, “our”, “us”) and the healthcare provider agreeing to these Terms (“Healthcare Provider”, “you”, “your”).

1. Definitions and Interpretation
   Unless otherwise defined in these Terms, the following words and expressions have the following meanings:
   1. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: have the meaning given in the Data Protection Legislation;
   2. Data Protection Legislation: means the UK Data Protection Legislation and any other European Union legislation relating to Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
   3. Fees: means the fees payable by the Healthcare Provider to Doctify for the Services in accordance with the Healthcare Provider’s Subscription; 
   4. Healthcare Provider Data: means any information a Healthcare Provider provides when subscribing to the Services such as, but not limited to, age, sex, date of birth, contact details (telephone numbers and email addresses), profile photo, details of the Healthcare Provider’s place of work, qualifications, key search words, patient booking slots, and languages spoken; 
   5. Intellectual Property Rights: means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, service marks, trade names, registered design and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
   6. Patient: means the end customers of the Healthcare Provider;
   7. Patient Data: means data which the Healthcare Provider receives from the Patient, and enters into the Doctify Network (such as name, age, sex, date of birth, contact details, insurance details, address, details of the Patient’s general practitioner, healthcare provider booked, patient registration number (PHIN data only) time of booking, date and location of booking);
   8. PHIN Data: means the questions determined by PHIN (Private Healthcare Information Network in the UK), asked by the healthcare provider of the Patient, which are associated with the patient registration number;
   9. Review: means reviews left by Patients on Healthcare Providers, Healthcare Provider peer-to-peer recommendations and replies by Healthcare Providers on the Doctify Network;
   10. Services: means the services provided by Doctify to the Healthcare Provider under these Terms using Doctify’s brand and web-based portals via: (i) its websites DOCTIFY.CO.UK and DOCTIFY.COM; (ii) its mobile consumer applications; and (iii) the Third-Party Booking Platforms powered by Doctify, (each individually and together the “Doctify Network”);
   11. Software: means any software contained in the Doctify Network or otherwise used by Doctify in providing the Services;
   12. Subscription: means the monthly subscription plan (“Monthly Subscription”), annual subscription plan (“Annual Subscription”) or the annual rolling subscription plan (“Annual Rolling Subscription”) identified to the Healthcare Provider by Doctify (usually by email), setting out applicable usage limits and the monthly or annual cost (and where monthly payments of Annual Subscriptions or Annual Rolling Subscriptions are permitted, the relevant monthly cost of the Annual Subscription or Annual Rolling Subscription) of the Services, depending on the Healthcare Provider’s chosen plan. Subscriptions include any additions or product add ons which the healthcare provider has chosen to include in their plan.
   13. Third-Party Booking Platforms: means third parties, including but not limited to healthcare providers and health insurance companies, who use Doctify’s software to help Patients find the right Healthcare Provider within their network; and
   14. UK Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including the UK’s implementation of the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
   15. Product Add ons: Means any additional products or services taken by the healthcare provider which will be included in the ongoing subscription. Fees may be chargeable. These include but are not limited to Appointment Requests and Sponsored Listings.
   16. Sponsored Listings. Means a paid service offered to healthcare providers to promote their Doctify profile in relevant searches.
2. Duration
   1. These Terms shall commence on the date the Healthcare Provider registers as a user of the Services, and (unless the parties have separately agreed a minimum term) shall continue:
   2. in the case of Monthly Subscriptions, for successive one-month periods,
   3. in the case of Annual Subscriptions, for an initial term of 12 calendar months, followed by successive one-month periods, unless terminated earlier in accordance with clause 13 (“Term“).
   4. in the case of Annual Rolling Subscriptions, for successive 12 calendar month periods, unless terminated earlier in accordance with clause 13
3. Service
   1. Doctify grants the Healthcare Provider the right to access and use the Services during the Term. Subject to clause 14.3, this right is non-exclusive, non-transferable, and limited by and subject to these Terms.
   2. In order to access the Services, the Healthcare Provider must become a registered user and provide accurate, up-to-date and complete information upon registration. The Healthcare Provider is responsible for keeping the passwords, usernames, account details and any other login details to use the Services (“Access Information”) secure, and must not disclose them to third parties. Doctify accepts no responsibility for misuse of the Healthcare Provider’s account in any manner due to the Healthcare Provider’s disclosure of Access Information to third parties.
   3. The Healthcare Provider is solely responsible for any activity that occurs under its Access Information. The Healthcare Provider must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and shall notify Doctify immediately in the event of any unauthorised access or use, or any suspected unauthorised access or use.
   4. Doctify will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. The Healthcare Provider acknowledges that the Services may occasionally be unavailable during periods of planned or unscheduled maintenance or in order to put in place any changes, modifications or upgrades to the Services.
   5. The Healthcare Provider may, from time to time, request an upgrade or downgrade to its Subscription by contacting Doctify with details of the request. Provided all relevant information has been provided and Doctify agrees to the Healthcare Provider’s request, the upgrade or downgrade will become effective and access to the Services and documentation (if applicable) will be updated, within one (1) month of the receipt of the Healthcare Provider’s request. Fee changes will take effect from the next payment period. 
   6. Appointment Request Facilitation
      1. Doctify may enable patients to request appointments with Healthcare Providers through the Doctify platform or Third Party Booking Platforms (“Appointment Request”). This functionality allows a patient to submit a request based on available slots the Healthcare Provider or its system exposes via integration, which may include limited information about the reason for the visit and other booking details. Healthcare Providers are responsible for reviewing and confirming the appointment directly with the patient.
      2. Doctify does not confirm, manage, or guarantee any appointment request made via the platform or Third Party Booking Platforms and shall not be responsible for any missed, failed, or unfulfilled bookings. Healthcare Providers acknowledge that they remain solely responsible for the delivery of healthcare services and all interactions with the patient.
      3. Doctify’s role in Appointment Request Facilitation is technical enablement only through passing of information between patient and Healthcare Provider. Doctify does not act as an agent for the Healthcare Provider or Patient and has no involvement in any contract that may be formed between them. 
      4. The Healthcare Provider agrees and acknowledges Doctify may use anonymised usage and analytics data related to Appointment Requests for its own purposes.
      5. Doctify and the Healthcare Provider may agree the provision of Appointment Request functionality in which case they shall record in writing (in the absence of explicit written provision for any of the following Doctify may make a reasonable determination):
         1. Any dependencies necessary for go-live.
         2. Any bespoke integrations required.
         3. Go-live timetable, milestones, success criteria.
         4. Deployment and integration fees payable.
         5. Service start date.
         6. Monthly subscription fee.
         7. Any included number of appointment requests.
         8. Any restriction on appointment visibility (in the absence of which Doctify may display appointments on doctify.com and any Third Party Booking Platform).
         9. Any other provisions agreed between them.

            and the provisions of Schedule 2 shall apply to the provision of Appointment Request functionality by Doctify.

   7. Sponsored Listings and Visibility
      1. Doctify may offer healthcare providers the opportunity to promote their profile or services through sponsored placements on the Doctify platform (“Sponsored Listings”). 
      2. Sponsored Listings are visibly labelled and clearly distinguished from organic results presented to patients. The presence of a Sponsored Listing does not imply that Doctify endorses the provider or has conducted any assessment of clinical outcomes or medical quality.
      3. Ranking and Search Result Parameters
         The order in which providers appear in Doctify’s search results is determined by a combination of factors, including but not limited to:
         1. Relevance to the patient’s search input (e.g., location, specialty, keyword)
         2. Profile completeness
         3. Number and recency of patient reviews
         4. Provider availability
         5. Sponsored Listing status (i.e., whether the provider has paid for enhanced visibility)
         6. Additional details are available in our Ranking Explanation Statement, which as updated from time to time forms part of these terms by reference.

            No patient activity or personal data (including special category data such as health information) influences the ranking of Sponsored Listings.

4. Availability and Support
   1. The Healthcare Provider acknowledges that certain Services, including support services, content, features or capacity, may not be available (in full or in part) depending on the Subscription the Healthcare Provider has selected.
   2. In the event of any technical problems with the Services, the Healthcare Provider shall use all reasonable endeavours to investigate and diagnose the issue before contacting Doctify.
   3. After making such investigations, to the extent that the Healthcare Provider still requires technical assistance, the Healthcare Provider shall email Doctify’s client support team at hello@doctify.com.
   4. Doctify may provide such support during Doctify’s normal working business days and hours. Technical support provided in accordance with this clause shall not include the diagnosis and/or rectification of any fault or malfunction in the Service arising out of or in connection with or following:
      1. the failure by the Healthcare Provider to implement recommendations in respect of or solutions to faults previously advised by Doctify;
      2. any breach by the Healthcare Provider of any of its obligations under these Terms;
      3. use by the Healthcare Provider of the Services for a purpose for which it was not designed; or
      4. any issues caused by hardware, software or any system other than the Doctify Network.
5. Healthcare Provider Obligations
   The Healthcare Provider shall:
   1. ensure that all Healthcare Provider Data is accurate, up to date and is not misleading;
   2. ensure that all information about the Healthcare Provider and the Healthcare Provider’s services and practitioners included on the Doctify Network is kept up to date;
   3. obtain and maintain all necessary licences, consents, and permissions necessary for Doctify, its contractors and agents to perform their obligations under these Terms;
   4. without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms, including ensuring its practitioners hold all necessary licences and qualifications to practice the services offered by the Healthcare Provider stated on the Doctify Network;
   5. ensure that any content it provides to Doctify is accurate, complete and truthful, and does not infringe the rights of any third parties; and
   6. Ensure that every patient is provided with the ability to leave a review on Doctify following each appointment with the Healthcare Provider. This can be done in a number of ways such as displaying a review code in the Healthcare Provider’s reception or waiting areas, integrating a Review link in the patient booking journey through the Healthcare Provider’s practice management software system, as well as including review links in standard email or texts
   7. User generated content: Healthcare providers are solely responsible for all user-generated content, including media and external links, they post on our platform. We do not validate or endorse health-related content, which should be educational and not a substitute for professional medical advice. Healthcare providers must ensure compliance with all laws and regulations when posting content online. By posting content, users grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and distribute their content. Healthcare providers agree to indemnify us against any claims arising from their content. We reserve the right to monitor and remove inappropriate content.
   8. Provider Responsibilities for Appointment Requests
      Where a Healthcare Provider receives an Appointment Request submitted via Doctify, they agree to:
      1. Contact the patient directly to confirm the appointment;
      2. Honour the appointment unless otherwise rescheduled in accordance with their own policies; and
      3. Handle any patient communications, cancellations, or follow-ups independently of Doctify.

         
         Doctify does not provide support or triage for patient communications in connection with Appointment Requests. All queries or issues must be handled by Healthcare Providers or their administrative staff.

6. Intellectual Property Rights
   1. Doctify (and its licensors) own all right, title and interest in and to the Service, including all Intellectual Property Rights. The Healthcare Provider agrees not to misuse any Intellectual Property Rights of Doctify or seek to purchase any domain names or register any trademarks using or related to the Doctify’s Intellectual Property Rights.
   2. Except as expressly set out in these Terms, nothing in these Terms transfers ownership of any Intellectual Property Rights of either party to the other.
   3. Grant of rights to Doctify to create a profile for the Healthcare Provider
   4. The Healthcare Provider owns all right, title and interest in and to the name, logo, photos and materials listed on the Healthcare Provider’s website. The Healthcare Provider grants Doctify a non-exclusive, sub-licensable, royalty-free and worldwide licence to use the Healthcare Provider’s name, logo, photos and materials listed on the Healthcare Provider’s website for the Term, solely to the extent necessary to:
      1. identify the Healthcare Provider as a client of Doctify on the Doctify website and promotional materials; and
      2. to create a profile for the Healthcare Provider and their medical professionals to use the Services (and the Healthcare Provider acknowledges that the ranking order in which it appears on the Doctify Network is generated automatically and exclusively by Doctify). 
   5. The Healthcare Provider acknowledges that Doctify may source images from the public domain when creating the profiles of the Healthcare Provider and their medical professionals at clause 6.3 and that following termination of these Terms for any reason, Doctify is entitled but not required to continue to list all or part of the profiles for the Healthcare Provider and their medical professionals on the Doctify Network following the end of the Term, which may include the Healthcare Provider’s name and logo, as well as any Reviews associated with the Healthcare Provider and their medical professionals.
   6. Intellectual Property Rights in the Reviews:
      1. Doctify owns all right, title and interest in the Reviews, including without limitation all Intellectual Property Rights in the Reviews. The Healthcare Provider assigns to Doctify any Intellectual Property Rights it has in any of the Reviews with full title guarantee.
      2. Doctify may publish the Reviews on the Doctify Network and the Healthcare Provider may publish the Reviews on the Healthcare Provider’s own website, which may be used by Doctify to promote the Healthcare Provider in Doctify’s marketing campaigns (such as by email and/or pay per click). Doctify is the distributor (without any obligation to verify accuracy) and not the author of the Reviews. The Healthcare Provider hereby waives any claim it may have against Doctify in connection with the Reviews and will not (and shall procure that its medical professionals associated with the Healthcare Provider do not), hold Doctify responsible or liable for the content and consequences of the Reviews.
      3. Doctify reserves the right to remove and or not publish inappropriate Reviews (such as but not limited to those which contain obscenities, are illegal or otherwise fail to comply with Doctify’s then-current acceptable use policy).
      4. Doctify grants the Healthcare Provider the right to use the Reviews on social media networks. Reviews may only be re-published on Healthcare Provider websites or other sources via the Doctify technical solution designed for re-publishing Reviews, the details of which will be provided to the Healthcare Provider on request. When requested by Doctify, Healthcare Provider shall remove any Reviews it has published which do not make clear the Reviews are Doctify Reviews, or otherwise do not comply with this clause. In the event the Healthcare Provider refuses to remove such Reviews, Doctify shall charge the Healthcare Provider the amount it would have charged had the Healthcare Provider sought permission to use the Reviews to promote its business other than in accordance with these Terms. Any such amounts will be added to the next invoice sent to the Healthcare Provider by Doctify. 
7. Data Protection
   1. The Healthcare Provider warrants to Doctify on a continuing basis that it has made the appropriate notifications and complied with the Data Protection Legislation in respect of its obligations under these Terms, and that performance of its obligations under these Terms shall not breach or contravene such notification, nor cause Doctify to breach its requirements under the Data Protection Legislation. Each party agrees that it shall comply with all applicable Data Protection Legislation.
   2. The Healthcare Provider warrants to Doctify on a continuing basis throughout the term set out in clause 2.1, that where it collects any Personal Data which it subsequently transfers to Doctify:
      1. it has collected such data fairly and lawfully;
      2. it has provided all required information and notices under the Data Protection Legislation to the relevant Data Subjects and that such information and notices are consistent with the subsequent transfer to Doctify; and
      3. the disclosure of such data to Doctify for use by Doctify in accordance with these Terms is fair and lawful.
   3. Although the parties acknowledge the Data Protection Legislation ultimately determines status, unless explicitly noted in these Terms, they are of the view that they are separate Data Controllers in connection with:
      1. the Reviews;
      2. any direct marketing activity conducted by either party on the basis of consents collected by them independently of the other party; and
      3. (in the case of Doctify) the publication of information as set out in clause 7.4 of these Terms.
   4. Doctify will, in the provision of the Services, publish information about Healthcare Provider which may include benchmarking the Healthcare Provider against other healthcare providers. To the extent such publications include Personal Data, such publication is in Doctify’s legitimate interests to publish reviews, ratings and feedback to improve transparency in the healthcare industry, as well as:
      1. the legitimate interests of the public in having access to information about clinicians, other healthcare professionals, hospitals, clinics, GPs’ practices, dentists’ practices, pharmacies, hospices, nursing homes, other healthcare providers, medicines, treatments and wheelchair providers; and
      2. the legitimate interests of clinicians, other healthcare professionals, hospitals, clinics, GPs’ practices, dentists’ practices, pharmacies, hospices, nursing homes, other healthcare providers, and wheelchair providers in the public having access to information.
   5. Each party shall ensure that it puts in place appropriate technical and organisational controls to ensure that Personal Data is protected against unauthorised or unlawful processing and against accidental loss or destruction or damage.
   6. Each party agrees to maintain a notification with the United Kingdom’s Information Commissioner to the extent required under the Data Protection Legislation
   7. The terms under which Doctify acts as a Processor of Personal Data on behalf of the Healthcare Provider are set out in Schedule 1. Doctify has the right to update the provisions of Schedule 1 at any time, to the extent needed to ensure that in Doctify’s reasonable opinion, the provisions of Schedule 1 continue to comply with Data Protection Law or relevant guidance covering data protection and/or the privacy of electronic communications. The updates made by Doctify to Schedule 1 may include (for example) incorporating revised standard contractual clauses or updating security measures. Any such changes made by Doctify shall be notified to the Healthcare Provider by email and take effect immediately.
   8. Doctify shall only use anonymised Patient Data for marketing purposes where it is entitled to by law and has collected all necessary consents required for such purposes under applicable law.
   9. The Healthcare Provider acknowledges that Doctify is free to use meta-data, statistics and such other information derived from the Personal Data it receives from the Healthcare Provider which cannot be identified as originating or deriving directly from such Personal Data, and cannot be reverse-engineered by a third party such that it can be so identified, for any purpose whatsoever.
8. Confidentiality
   1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.2.
   2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause;
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
      3. as may be necessary for the purposes of securing investment or during due diligence processes.
   3. Neither party shall use the other’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.
9. Supply of Equipment
   1. Where the Healthcare Provider purchases an electronic tablet and associated equipment (“Tablet”) from Doctify, then:
      1. the Healthcare Provider shall grant Doctify reasonable access to its premises to enable Doctify to install the Tablet;
      2. the Tablet shall be the exclusive property of the Healthcare Provider and the Healthcare Provider shall be responsible for maintenance of the Tablet. 
   2. Where Doctify supplies the Healthcare Provider with an electronic tablet and associated equipment (“Tablet”) from Doctify, then:
      1. the Healthcare Provider shall grant Doctify reasonable access to its premises to enable Doctify to install (as well as upgrade and replace from time to time) the Tablet;
      2. the Tablet shall be the exclusive property of Doctify and Doctify shall be responsible for maintenance of the Tablet. The Healthcare Provider undertakes to notify Doctify as soon as reasonably practicable if any problem occurs with the Tablet. Doctify retains the right to require the return of the Tablet (to an address in the UK notified to the Healthcare Provider by Doctify) at the Healthcare Provider’s cost if the Tablet is not used within 30 days of set up;
      3. on termination of these Terms, the Healthcare Provider shall return the Tablet to Doctify (to an address in the UK notified to the Healthcare Provider by Doctify) at the Healthcare Provider’s cost; and
      4. a charge of £200 for the tablet and £75 for the associated equipment shall be charged to the Healthcare Provider if: (i) the Healthcare Provider fails to return the Tablet in accordance with these Terms; (ii) the Healthcare Provider removes the Tablet, or allows the removal of the Tablet, without Doctify’s permission; or (iii) the Tablet is damaged, destroyed or (in Doctify’s reasonable opinion) misused, whilst on the Healthcare Provider’s premises.
   3. Healthcare Provider acknowledges that software may have been installed on the Tablet which limits its functionality to running Doctify software and enables Doctify to monitor whether the Tablet is switched on as well as the IP address associated with the Tablet.
10. Fees
    1. The Healthcare Provider must pay the Fees to Doctify for the applicable Subscription in accordance with this clause 10. 
    2. On the date the Healthcare Provider registers a Subscription, including any additions or product add ons to a subscription, with Doctify and every month thereafter whilst these Terms remain in effect, depending on the Subscription selected by the Healthcare Provider, the Healthcare Provider must pay Doctify the Fees, except where the Healthcare Provider is subject to an Annual Subscription or Annual Rolling Subscription and has otherwise agreed with Doctify to pay the Fees annually in advance. 
    3. All Fees are settled via Direct Debit unless the Healthcare Provider and Doctify have explicitly agreed upon a different mode of payment. The Healthcare Provider is obliged to provide full payment information on registration and will notify Doctify immediately if any banking information changes.
    4. Unless otherwise agreed in writing between the Healthcare Provider and Doctify, all Fees due under these Terms will be payable in Pound Sterling (GBP), are non-refundable and are exclusive of value-added tax, which will be added to the bill at the appropriate rate where applicable.
    5. If, for any reason, the Healthcare Provider does not pay Doctify the Fees within 14 working days of the due date for payment then Doctify may suspend access to all or part of the Services, without any liability to the Healthcare Provider, and will be under no obligation to provide any of the Services while the Fee(s) concerned remain unpaid.
    6. Doctify may require the Healthcare Provider to pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount.
    7. Doctify is entitled to increase the Fees, provided Doctify gives the Healthcare Provider written notice of the change, which in the case a Monthly Subscription shall be at least one month’s written notice, and in the case of an Annual Subscription or Annual Rolling Subscription shall be at least three months’ written notice. Fee changes will take effect on the next billing date.  The Healthcare Provider’s continued use of the Service after communication of such price change constitutes an acceptance of the new price. In the event the Healthcare Provider is not willing to accept the Fee change, they must give written notice to Doctify and the termination provisions at clause 13.1 will apply.
11. Liability
    1. In no event does either party exclude liability for any loss or damage in relation to personal injury or death resulting from negligence, fraud, or any other liability which cannot be excluded by law.  
    2. Subject to clause 11.1, in no event shall Doctify be liable for:
       1. any claim from the Healthcare Provider that the Reviews are defamatory or may damage the Healthcare Provider’s reputation; or
       2. any indirect, special, incidental, or consequential damages, loss of use, loss of profits, goodwill, revenue, interest or business or loss or corruption of data, in any case whether in contract, tort, equity or otherwise in connection with the Services.
    3. Subject to clauses 11.1 and 11.2, Doctify’s total aggregate liability for any loss or damage in connection with the Services (whether in contract, tort or otherwise) shall be limited to £10,000.
    4. The Healthcare Provider acknowledges that the Service is provided “as is” and, to the extent permitted by law, Doctify expressly disclaims all warranties or representations of any kind, express or implied, including without limitation any warranty of fitness for a particular purpose, non-infringement or bailment of the Healthcare Provider’s data on the servers of Doctify. Doctify makes no warranty or representation that the Healthcare Provider’s use of the Service will be uninterrupted or error-free or that the Service will meet the Healthcare Provider’s requirements. Further, Doctify 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 the Healthcare Provider acknowledges and agrees that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    5. Doctify cannot be held liable for non-availability due to:
       1. scheduled maintenance;
       2. internet outage; or
       3. other reasons that are beyond Doctify’s responsibility.
    6. Except as expressly provided for in these Terms, 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 law, excluded.
12. Indemnity
    1. Each party shall indemnify the other against third party claims to the extent they arise directly out of a breach by a party of:
       1. clause 6 (Intellectual Property Rights);
       2. clause 8 (Confidentiality); and
       3. in the case of Doctify, Doctify’s obligations under these Terms when it acts as a Processor of Personal Data on behalf of the Healthcare Provider.
    2. In connection with any indemnity claim under clause 12.1:
       1. the indemnifying party must be given prompt notice of any such claim;
       2. the indemnified party must provide reasonable co-operation to the indemnifying party in the defence and settlement of such claim; 
       3. the indemnifying party must be given sole authority to defend or settle the claim; and
       4. the indemnified party must at all times attempt to mitigate its losses in connection with the claim.
13. Termination
    1. Either party may terminate these Terms by giving notice to the other. In the case of a Monthly Subscription such notice shall be provided at least 1 month in advance of cancellation taking effect. In the case of an Annual Subscription or an Annual Rolling Subscription such notice must be provided at least 3 months prior to the end of the Term. In the case of Sponsored Listings or other add ons such notice must be provided in line with the existing subscription term, except in the case outlined in 14.9. If such notice is given:
       1. Doctify will not refund any Fees already paid for;
       2. in the case of a Monthly Subscription Doctify shall on the first day of the month following receipt of the cancellation notice, charge the Healthcare Provider for the then-current month’s Subscription (or until the end of any minimum term agreed), with these Terms terminating automatically at the end of that month;
       3. in the case of an Annual Subscription or an Annual Rolling Subscription Doctify shall on the first day of the month following receipt of the cancellation notice (such day being the “Cancellation Receipt Date”), charge the Healthcare Provider for any amounts outstanding under the Subscription for the period between the Cancellation Receipt Date and the end of the Term, with these Terms terminating automatically at the end of the Term, or, at Doctify’s discretion, continue to charge Subscription Fees under these Terms and terminate the Subscription at the end of the Term;
       4. the Healthcare Provider must give notice under this clause by email to hello@doctify.com; and
       5. Doctify reserves the right to keep the content which the Healthcare Provider has published or provided for Doctify, public, even following termination of these Terms on a perpetual licence;
       6. For the avoidance of doubt, notice of cancellation by the Healthcare Provider shall not be effective if provided in any other form than that specific in Clause 13.1.4, and notice shall not be deemed effective when provided in a form including but not limited to the following: cancelling direct debit payments, notifying the Healthcare Provider’s customer success manager, calling the Doctify support number, raising a bank or credit chargeback or cancelling payment cards.
    2. Without prejudice to any other rights or remedies which the parties may have, either party may terminate these Terms without liability to the other immediately on giving notice to the other:
       1. if the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
       2. if the other party commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;
       3. if the other party repeatedly breaches any of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;
       4. if the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
       5. if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party;
       6. if an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party; or
       7. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this clause.
    3. In the case of non-compliance by the Healthcare Provider with these Terms, Doctify reserves the right to suspend or restrict Doctify services. Doctify reserves the right to terminate these Terms in accordance with clause 13.2.
14. General
    1. Doctify reserves the right to update these Terms from time to time, such as but not limited to making them easier to understand, covering new functionality, or to comply with law.  Information on updates will be made available in advance to Healthcare Providers and by continuing to use the Doctify Network following such changes, the Healthcare Provider agrees to be bound by any variation made by Doctify.
    2. All trademarks and logos used for branding the Doctify Networks are property of Doctify and cannot be used by the Healthcare Provider without prior written consent from Doctify.
    3. The Health Provider shall notify Doctify at least 8 weeks in advance if it intends to assign, encumber or otherwise transfer its rights or any benefit of the Service in whole or in part to any other person. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
    4. Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Doctify must be sent to hello@doctify.com or to any other email address notified by email to the Healthcare Provider by Doctify. Notices to the Healthcare Provider will be sent to the email address which the Healthcare Provider provided when setting up its access to the Service.
    5. Failure or neglect by Doctify to enforce at any time any of the provisions of these Terms shall not be construed nor shall be deemed to be a waiver of its rights nor in any way affect the validity of the whole or any part of these Terms nor prejudice Doctify’s rights to take subsequent action. Further, a waiver by Doctify of a particular default(s) of these Terms shall not constitute a waiver of any subsequent default(s) of these Terms.
    6. In the event that any of these Terms shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such Terms shall to that extent be severed from the remaining Terms which shall continue to be valid to the fullest extent permitted by law and shall not affect the validity or enforceability of the remaining provisions.
    7. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to an act of God, pandemic or epidemic, war, terrorism, flood, fire or natural disaster. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. 
    8. These Terms shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of the England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
    9. In the case of Sponsored Search subscriptions, Doctify reserves the right to terminate a sponsored listing (or the underlying subscription) at any time. Reasons for this include, but are not limited to, where Doctify reasonably believes there is a reasonable risk of a breach of General Medical Council (GMC) guidelines, Advertising Standards Authority (ASA) regulations, or Competition and Markets Authority (CMA) rules. In such circumstances Doctify will credit the Healthcare Provider’s account with an equitable sum representing pro-rata any prepaid subscription Fees that cannot be used.

Schedule 1

Data Processing Obligations

1. DESCRIPTION OF PROCESSING
   1. The parties acknowledge that:
      1. Doctify acts as a Processor for the Healthcare Provider for limited elements of its provision of the Services, being the provision of user account functionality to the Healthcare Provider, and for managing Appointment Requests on doctify.com where that feature is used by the Healthcare Provider. Where Doctify provides Appointment Request functionality on Third Party Booking Platforms, 4.4.2 of Schedule 2 sets out the data roles of the parties.
      2. Doctify shall process Healthcare Provider Data about Patients which may include Patient Data, and therefore special category Personal Data, as well as the names and email addresses of the Healthcare Provider’s representatives who use the Services;
      3. this processing is carried out to enable the Healthcare Provider to use the Services (principally being a review platform for healthcare); and
      4. Doctify shall process such Personal Data for the duration of these Terms.  
2. PROCESSING TERMS AND RIGHTS OF THE CONTROLLER
   1. Doctify shall, in relation to any Personal Data processed by Doctify on behalf of the Healthcare Provider as described in paragraph 1:
      1. process that Personal Data only on the written instructions of the Healthcare Provider unless Doctify is required by the Data Protection Legislation or the laws of the United Kingdom, any member of the European Union or by the laws of the European Union applicable to Doctify to process Personal Data (“Applicable Laws”). Where Doctify is relying on Applicable Laws as the basis for processing Personal Data, Doctify shall notify the Healthcare Provider of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Doctify from so notifying the Healthcare Provider on important grounds of public interest;
      2. ensure that it has in place appropriate technical and organisational measures to protect against 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 (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); 
      3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; 
      4. assist the Healthcare Provider, at the Healthcare Provider’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      5. notify the Healthcare Provider: (i) without undue delay on becoming aware of a Personal Data Breach; and (ii) immediately if Doctify believes the Healthcare Provider’s instructions are unlawful;
      6. delete the Personal Data and copies thereof to the Healthcare Provider on termination of the Service unless required by Applicable Laws to store the Personal Data; and
      7. maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits (in order to establish compliance with this clause only) by the Healthcare Provider or the Healthcare Provider’s designated auditor. In carrying out any audit in accordance with this clause, the Healthcare Provider shall use reasonable endeavours to avoid (and to ensure that any designated auditor of the Healthcare Provider shall avoid) causing any damage or disruption to Doctify during the audit.
3. INTERNATIONAL TRANSFERS AND SUB-PROCESSORS
   1. The Healthcare Provider approves Doctify appointing sub-Processors including but not limited to for the purposes of data storage, hosting and customer support. Doctify shall inform the Healthcare Provider of any intended changes concerning the addition or replacement of other sub-Processors. Doctify confirms that it has entered, or (as the case may be) will enter, into written agreements with each sub-Processor incorporating terms which are similar to those set out in this Schedule 1. 
   2. As between the Healthcare Provider and Doctify, Doctify shall remain fully liable for all acts or omissions of any Sub-Processor appointed by it pursuant to paragraph Doctify Ltd, 1 Kensington Gore, London, SW7 2AR, United Kingdom.

Schedule 2

Appointment Request Functionality

1. INTEGRATION AND DEPLOYMENT
   1. Doctify will provide standard integration and deployment services to enable the Healthcare Provider to use the Appointment Request feature as agreed in writing between them.
   2. Integration and deployment may include configuration of the Healthcare Provider profile, activation of Appointment Request functionality, onboarding assistance and integration (where applicable) with third party or internal scheduling systems.
   3. The Healthcare Provider will provide timely access to any reasonably required personnel, information, systems and infrastructure to support deployment and integration. 
   4. Unless otherwise agreed in writing, integration and deployment services are provided on a standard, non-bespoke basis, using Doctify’s internal tools and processes. Any bespoke integrations or deployment support services must be scoped, priced, and agreed in writing.
   5. Deployment will be deemed complete when the Appointment Request service is functional in a live environment and capable of processing requests, regardless of usage volume.
   6. Doctify will use reasonable commercial endeavours to meet any timeline, milestone or dependency relating to deployment or integrations agreed (in relation to which time will not be of the essence).
   7. If any delay in deployment or integration is caused by the Healthcare Provider, its vendors, systems or personnel, Doctify will not be responsible and may charge a reasonable additional Fee in accordance with the rates agreed pursuant to Sch 2 clause 1.1.2.1to reflect any extra work or expense incurred as a result.
2. APPOINTMENT REQUEST FEATURE
   1. Doctify’s Appointment Request Service enables patients to submit appointment requests to the Healthcare Provider via their Doctify profile. The Service includes:
      1. A publicly accessible interface (web or app) for patients to view available appointment slots and request an appointment;
      2. A system for transmitting Appointment Requests to the Healthcare Provider via email, dashboard notification, or API (as applicable);
      3. Optional integration with third-party or internal scheduling systems, subject to availability and configuration;
   2. Reporting tools to track the volume and status of Appointment Requests.
   3. The Service is not a live booking system and does not guarantee appointment confirmations, conversions, or patient attendance. The Healthcare Provider remains responsible for accepting, rejecting, or managing Appointment Requests in accordance with applicable laws and clinical best practice.
3. APPOINTMENT REQUEST SERVICE PROVISION
   1. Doctify will use reasonable commercial endeavours to meet the levels and provide the support set out in the SLA (as updated from time to time at https://www.doctify.com/uk/provider/bookings-service-level-agreement). Remedies for any failure to meet the SLA are limited to those set out in the SLA.
   2. Doctify will enable the Healthcare Provider to make available time slots for Appointment Requests through its platform and Third Party Booking Platforms or as agreed in writing.
   3. The Healthcare Provider is solely responsible for the accuracy, availability, and updating of published slots.
   4. The Healthcare Provider’s further responsibilities in relation Appointment Requests are set out at clause 5 subclause 8 of the main body of the Terms above.
   5. Doctify may provide administrative tools to automate acceptance or display appointment availability but does not guarantee fulfilment of any particular volume of Appointment Requests.
4. THIRD PARTY BOOKING PLATFORMS
   1. Doctify may add to, remove from, or amend the list of Third Party Booking Platforms it works with at its absolute discretion.
   2. Unless agreed otherwise in writing, Doctify may display Appointment Requests of the Healthcare Provider on doctify.com and any or all of its Third Party Booking Platforms at its absolute discretion. If Doctify ceases to have the necessary rights or licences to display Appointment Requests on a Third Party Booking Platform for any reason, it may cease to display the Healthcare Provider’s appointment requests on such a platform without any liability to the Healthcare Provider.
   3. The Healthcare Provider agrees and acknowledges that Third Party Booking Platform providers (“Platform Owner”) may have acceptable use policies, content controls, editorial or approval policies or rights or discretion to permit or refuse the display of content on their platforms, that the provision of Appointment Request functionality on Third Party Booking Platforms is subject to the same, and not the responsibility of Doctify.
   4. The Parties have determined that, for the purposes of the Data Protection Legislation:
      1. Doctify shall act as Controller of the data relating to individuals who are customers of a Doctify affiliate and who have provided their personal data to a Doctify affiliate for the purpose of setting up an account profile directly with a Doctify affiliate to access products and services from a Doctify affiliate, including any service which allows such individuals to create and submit Reviews (“Doctify Customer Data”);
      2. the Platform Owner shall act as Controller, and Doctify and the Healthcare Provider as Processors of the personal data provided by a means an individual who wishes to make an appointment (“Patient”) to Doctify when using the Platform, including but not limited to the Patient’s name, date of birth, address, policy number and authorisation code (“Patient Data”), prior to inception of such Patient Data into systems controlled by the Healthcare Provider;
      3. the Healthcare Provider shall also act as an independent Controller of Patient Data at the point of inception of such Patient Data into systems controlled by the Healthcare Provider (“Provider Controller Data”);
      4. Doctify shall act as Processor of the Provider Controller Data at the point it is transmitted by the Healthcare Provider to the Platform Owner;
      5. the Platform Owner shall act as Controller of the Provider Controller Data at the point of inception of such Provider Controller Data into systems controlled by the Platform Owner; and
      6. in any other cases where either the Platform Owner or Doctify exchange Personal Data with each other as Controllers via Doctify, Doctify will be the Processor of that Personal Data on behalf of the party who is Controller of it.
5. FEES AND PAYMENT
   1. The Healthcare Provider will pay Fees for the Appointment Request Service as agreed in writing.
   2. Fees may include:
      1. deployment and integration service charges; and/or
      2. subscription charges.
   3. Doctify may vary the Fees on written notice as permitted under the Terms.
6. TERM AND TERMINATION
   1. The provision of the Appointment Request functionality may be terminated independently of the Terms by notice to that effect that complies with all the provisions of 13 of the Terms, mutatis mutandis. Such a notice will terminate the provision of Appointment Requests but not affect the continued operation of the Terms.
   2. Doctify may terminate this provision of Appointment Requests (at its discretion independently of the Terms or by terminating the agreement governed by the Terms entirely) by notice in writing to the Healthcare Provider if in Doctify’s reasonable opinion the Healthcare Provider is misusing the Appointment Request feature or in breach of any of the Healthcare Provider’s obligations relating to the feature.