Medbelle OS Terms Of Use / License Agreement

Dated: 4th September 2023

By using the Application made available for healthcare providers, you (“The Customer”) agree to the following terms of this license agreement. If you do not agree to be bound by these terms, you should not use the services.

This Agreement is entered into by and between MB Global Health Ltd., with offices at 80 Ruckholt Road, London E10 5FA ("Medbelle") and the entity agreeing to this Agreement ("Customer"). This Agreement is effective as of the date the Customer obtains and uses access to password-secured sections of the Application and once the Customer has accessed these sections (the "Effective Date").

Terms

1. License

(1.1) Medbelle grants to the Customer a non-exclusive and non-transferable licence to use the Application and its materials subject to the terms and conditions contained in this document.

(1.2) Medbelle may agree to provide Additional Services. Any such Additional Services and the Fees for such Additional Services shall be agreed between the Parties in writing from time to time and may be subject to further conditions.

(1.3) Medbelle shall provide access to the Service and Documentation to the Customer following the Effective Date.

(1.4) The Customer’s subscription package will be based on the number of User Subscriptions at the rates as notified to the Customer by Medbelle prior to the Effective Date. If the Customer wishes to add additional Users, any increase is at Medbelle’s discretion, and subject to an increase in Fees as described in clause 4.

2. Duration and Renewal

(2.1) These Terms shall commence on the Effective Date for the Initial Term.

(2.2) They shall automatically extend for a Renewal Period of one month unless terminated earlier in accordance with these Terms.

(2.3) Either Party may give written notice to the other Party, not later than 30 days before the end of the Initial Term or the relevant Renewal Period (if any), to terminate these Terms at the end of the then-current Initial Term or Renewal Period.

3. License Limitations

(3.1) The Customer shall not:

1. Use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App;
2. allow or suffer any User Account to be used by more than one individual person unless it has been reassigned in its entirety to another individual, in which case the prior authorised User shall no longer have any right to access or use the Service and/or Documentation;
3. infringe our Intellectual Property Rights or those of any third party in relation to its use of the App, including by the submission of any material;
4. transmit any material that is defamatory, offensive or otherwise objectionable in relation to its use of the App; or
5. use the App in a way that could damage, disable, overburden, impair or compromise Medbelle's systems or security or interfere with other users.
6. sub-license, assign or novate the benefit or burden of this Agreement in whole or in part;
7. rent, lease, sub-license, loan, provide or otherwise make available, the App in any form, in whole or in part;
8. allow the App to become the subject of any charge, lien or encumbrance;
9. copy the App or Documentation except as part of the normal use of the App; or
10. deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of Medbelle.

(3.2) The Customer shall:

1. grant all necessary access to such information as may be required by Medbelle;
2. become a registered user and provide accurate and complete information on registration. Customer must provide an email address for Medbelle to contact Customer e.g. for Service announcements, notices under these terms and receipt of Customer Data on termination;
3. ensure if it is set up as a business or partnership, that the account is set up in the company name. If the Customer is a sole trader, the account must be set up in the name of the individual clinician only;
4. keep Medbelle updated if there are any changes to its details including email addresses;
5. keep a complete and accurate record of the Customer's copying and disclosure of the App and its users, and produce such record to Medbelle on request from time to time; and
6. notify Medbelle as soon as it becomes aware of any unauthorised use of the App by any person.
7. at Medbelle's discretion, pay, for broadening the scope of the licences granted under this Agreement to cover the unauthorised use;
8. Be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Medbelle’s data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

(3.3) Medbelle may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement.

(3.4) Nothing in these Terms shall prevent Medbelle from entering into similar agreements with third parties or developing, licensing or selling similar products or services.

(3.5) The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the App in whole or in part except as permitted by applicable law (in which case the Customer shall notify Medbelle of its intention to do so).

(3.6) Whilst Medbelle will exercise standard confidentiality measures, it is the Customer’s sole responsibility and liability to keep secure passwords, usernames, account details and any other login details (“Access Information”) and not disclose them to third parties.

(3.7) The Customer is also solely responsible and liable for any activity that occurs under its Access Information. The Customer must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and shall notify Medbelle immediately in the event of any unauthorised access or use, or any suspected unauthorised access or use. Accordingly, Medbelle accepts no responsibility for misuse of the Customer’s account in any manner due to the Customer’s disclosure of Access Information to third parties. In the event of Access Information being lost, stolen or otherwise disclosed, a Customer may reset the password by following the instructions provided on the Website.

4. Fees and Payment

(4.1) The Customer shall pay to Medbelle the Fees for the Service as communicated to the Customer by Medbelle prior to the Commencement Date. Fees are due on the invoice date. The Fees relating to the User Subscription shall be paid monthly in advance, as instructed by Medbelle.

(4.2) Unless otherwise agreed in writing with Medbelle, all Fees shall be paid to Medbelle’s account as notified to the Customer by Medbelle.

(4.3) If Medbelle has not received payment within 30 days of the due date, and without prejudice to any other rights and remedies of Medbelle:

(4.3.1) Medbelle may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Service and Medbelle shall be under no obligation to provide any or all of the Customer while the invoice(s) concerned remain unpaid; and

(4.3.2) Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

(4.4) In the event the Customer has not paid 3 consecutive invoices and/or the Customer is 3 months late in making a payment of Fees, Medbelle shall have the right without prejudice to any accrued rights and liabilities to terminate these Terms immediately on notice to the Customer. On termination in this case, Customer shall have 30 days to migrate its Customer Data before it is deleted by Medbelle.

(4.5) All amounts and Fees stated or referred to in these Terms:

(4.5.1) Shall be payable in Pounds Sterling;

(4.5.2) Are non-cancellable and non-refundable;

(4.5.3) Are exclusive of value added tax, which if applicable shall be added to Medbelle's invoice(s) at the appropriate rate.

(4.5.4) Medbelle, acting in its sole discretion, reserves the right to increase the Fees payable by the Customer for the Service, upon giving 30 days’ written notice to the Customer. This increase shall take effect from the commencement of the next Renewal Term following expiry of such notice. If the Customer is not prepared to accept the increase, the Customer may give notice to terminate the Agreement at the end of the Initial Term or the then-current Renewal Term (as applicable) by providing at least 15 days’ written notice to Medbelle, such notice to expire no later than the end of the Initial Term or the then-current Renewal Term (as applicable).

(4.6) If the Customer wishes to increase the number of User Subscriptions:

(4.6.1) Any changes to the number of User Subscriptions and to the Fees will be applied to the Customer’s account immediately.

(4.6.2) A Customer paying on an annual basis will be presented with an invoice for an annual subscription at the new rate promptly following the upgrade request. The Fees payable will be abated pro rata in proportion to the amount of time remaining on the previous annual subscription and subscription fees already paid in advance. The changes to the number of User Subscriptions will be applied to the Customer’s account promptly following payment of the relevant invoice in connection with the upgrade.

(4.7) Medbelle does not provide refunds should the Customer wish to reduce the number of User Subscriptions they have purchased. Such downgrades will take effect at the next Renewal Period.

5. Availability

(5.1) The Customer acknowledges and agrees that the Service 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 Service, and that such unavailability will not count towards the availability calculation in this clause.

(5.2) The Customer further agrees that to the extent that access to the Service will not be affected or restricted, Medbelle may at any time perform such maintenance or put in place any changes, modifications or upgrades to the Service. In the event that it is anticipated that access to the Service may be affected or restricted, Medbelle will use reasonable endeavours to provide reasonable notice to the Customer and will further use reasonable endeavours to perform such maintenance or put in place any changes, modifications or upgrades to the Service outside of normal business hours, in each case where possible.

(5.3) The Customer further acknowledges and agrees that the Service may occasionally be unavailable in the event that a third-party infrastructure provider suffers an interruption in its own service. In such event, Medbelle will use reasonable endeavours to work with such third party in order to minimise such interruption. For the avoidance of doubt, Medbelle shall not be responsible for any disruption to the Service in such event. Medbelle does not warrant that the Service will be error-free or free from any virus or vulnerability.

6. Data Protection

(6.1) In this agreement, the terms “control”, “controller”, “process”, “processor”, “Sub-Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Special Category Personal Data” shall have the meanings set out in the UK General Data Protection Regulation (UK GDPR).

(6.2) Medbelle processes Personal Data of the Customer and Customer’s customers (being medical patients) and such Personal Data includes the Data Subjects’ contact details, financial data, medical records; and therefore Special Category Personal Data. This processing is carried out to enable the Customer to use the Services (principally being a patient healthcare and practice management platform).

Data Processing on behalf of the Customer

(6.3) To the extent to which the Application is used to process, on the Customer's behalf, Personal Data of Data Subjects who are not patients/customers of Medbelle (according to the terms of the Partnership Framework Contract between the Customer and Medbelle), the parties acknowledge that the Customer shall be the Data Controller and Medbelle shall be the Data Processor in respect of that Personal Data.

(6.4) The Customer and Medbelle shall comply with all terms laid out in the separately agreed to Data Processing Agreement.

The Customer shall:

1. where applicable, obtain the appropriate level of consent from Data Subjects or ensure an alternative lawful basis as per Art. 6 GDPR to allow Medbelle to process the Personal Data, including Data Concerning Health; and
2. comply with the requirements of the Data Protection Laws applicable to Data Controllers in relation to its processing of Personal Data (including, without limitation, by implementing and maintaining at all times all appropriate technical and organisational security measures and complying with applicable transparency requirements), and shall not knowingly do anything or permit anything to be done which might lead to a breach by Medbelle of Data Protection Laws.

Data Processing of Medbelle's clients

(6.7) To the extent to which the Application is used to process Personal Data of Data Subjects who are Customers of Medbelle (within the terms of the Partnership Framework Contract between the Customer and Medbelle), the Customer and Medbelle shall be Joint Data Controllers as per the Partnership Framework Contract.

(6.8) The Customer and Medbelle shall comply with all terms laid out in the separately agreed to Partnership Framework Contract.

7. Confidentiality and publicity

Medbelle and The Customer shall ensure that, except as provided under the terms of this agreement, at all times during the continuance of the licence term and after its termination:

• keep confidential all confidential information.
• not disclose any confidential information to any other party.
• disclosing login details to any third party outside of the clinic such as a software provider or someone in our competing sector will result in termination of the Customer’s account with immediate effect.
• not use any confidential information for any purpose other than as contemplated by the terms of this letter.
• not make any copies of, record in any way or part with possession of any confidential information.

Both parties may disclose any confidential information to:

• any of the Parties' employees, sub-contractors, substitutes, or suppliers.
• any party appointed to maintain the equipment on which the licensed programs are being used (within the terms contained in this letter).
• any governmental or other authority or regulatory body.

8. Limits of Liability

(8.1) Save in respect of fraud, fraudulent misrepresentation, death or personal injury caused by Medbelle’s negligence, and to the maximum extent permitted by law, in no event shall Medbelle be liable for any indirect, special, incidental, or consequential damages, loss of use, loss of profits, revenue, interest or business or loss or corruption of data, wasted expenditure, whether in an action in contract, tort (including but not limited to negligence and breach of statutory duty), equity or otherwise in connection with the Service, the Website or any other service provided by Medbelle.

(8.4) If the Customer suffers loss or damage as a result of Medbelle’s negligence or failure to comply with these Terms, any claim by the Customer against Medbelle arising from Medbelle’s negligence or failure or in connection with these Terms will be limited in respect of any one incident, or series of connected incidents, to the maximum Fees payable by the Customer during the first 6 months or of the Term (or the maximum fees paid up to the point of liability arising if the Term is less than 6 months). Nothing in these Terms shall exclude or limit liability for fraud, fraudulent misrepresentation or death or personal injury caused by negligence. Nothing in these Terms shall exclude any other liability which may not be excluded by law.

(8.5) The Customer accepts responsibility for the selection of the App to achieve its intended results and acknowledges that the App has not been developed to meet the individual requirements of the Customer.

(8.6) The Customer acknowledges and agrees that the Service and Documentation are provided “as is” and, to the extent permitted by law, Medbelle expressly disclaims all warranties or representations of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of the Customer’s data on the servers of Medbelle. Medbelle makes no warranty or representation that the Customer’s use of the Service will be uninterrupted or error-free or regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet the Customer’s requirements. Further, Medbelle 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 Customer acknowledges and agrees that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

(8.7) Medbelle expressly excludes any and all liability whatsoever arising from or in connection with any SMS message or email sent via or through the Service which is delayed, not sent or corrupted save for any such liability arising directly from a negligent act or omission of Medbelle.

(8.8) Medbelle shall use all reasonable endeavours to meet the agreed timetable for migrations of data into and out of Medbelle’s systems, but does not accept any liability in this regard.

(8.9) The App or the Documentation shall not be regarded as providing:

1. any medical advice, professional medical or healthcare opinion, medical treatment or otherwise to take the place of professional health care to any person as would be offered by a professional healthcare provider or replacing the clinical judgment of a treating healthcare professional; or
2. any tax, legal or other professional advice.

(8.10)Medbelle does not represent, warrant or undertake that the App or the Documentation will meet the health or medical requirements of any person. The Customer shall ensure that the Customer and the Customer Personnel are trained in the appropriate use of the App. The Customer shall, and shall procure that the Customer Personnel shall, review all outputs arising from use of the App by the Customer or the Customer Personnel (as applicable).

(8.11) Medbelle shall not be liable for the Customer's or the Customer Personnel's use of the App or the Documentation as a result of or in connection with:

(a) the provision of any medical treatment or advice by the Customer or the Customer Personnel; or

(b) the obtaining of any person's consent to any medical treatment; or

(c) the keeping of records for medical, tax, accounting or any other purpose.

(8.12) The Customer shall indemnify and keep indemnified Medbelle in respect of any losses, liabilities, fines, charges, damages, actions, costs and expenses (including legal expenses) and costs of investigation, litigation, settlement, judgment, interest and penalties that are suffered or incurred by Medbelle as a result of or in connection with any third-party claim brought against Medbelle arising out of, as a result of, or in connection with the Customer's or the Customer Personnel's use of the App:

1. for the provision of any medical treatment or advice by the Customer or the Customer Personnel; or
2. the obtaining of any person's consent to any medical treatment; or
3. the keeping of records for tax, accounting or any other purpose in connection with the Customer's business.

(8.13) All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

(8.14) It shall be the Customer’s sole and exclusive responsibility to prepare the terms and conditions associated with the sale and provision of its products and services to Users. Medbelle will not be liable for any claims or potential claims related to or arising from the Customer’s contracts, agreements and terms with Users. The Customer agrees to defend, indemnify and hold Medbelle and its Affiliates harmless from any damages, losses, costs, expenses, damages and liabilities resulting from any actions or omissions or non-action arising out of the business relationship between the Customer and its Users, including any liability resulting from or arising out of the Customer’s obligations, contracts or other legal documents for its products or services.

(8.15) If Medbelle shall provide the Customer with any data that derives from third parties in part or in full, Medbelle shall not be held responsible for the accuracy of such data.

(8.16) All other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

9. Technical support

(9.1) During the Term, Medbelle shall use reasonable endeavours to provide or procure support for the App by means of email, phone or other telecommunication methods.

(9.2) In the event of any technical problems with the Service and/or Website, the Customer shall use all reasonable endeavours to investigate and diagnose the issue before contacting Medbelle.

(9.3) After making such investigations, to the extent that the Customer still requires technical assistance, the Customer shall email Medbelle’s Customer support team at provider-tech@medbelle.com. Medbelle shall provide such support during Medbelle’s normal working business days and hours.

(9.4) For the avoidance of doubt, technical support provided in accordance with this clause shall not include the diagnosis and/or rectification of any fault or malfunction in the Website or Service arising out of or in connection with or following:

1. The failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by Medbelle;
2. Any breach by the Customer of any of its obligations under these Terms or any other contract with Medbelle relating to the Website and/or Service;
3. Use by the Customer of the Service for a purpose for which it was not designed or not in accordance with these Terms; or
4. Any issues caused by hardware, Software or any other system other than the Website.

(9.5) In addition to the support referenced in clause 9.1, the Customer may engage Medbelle to carry out any on-site or additional support the Customer may require in respect of the App. Where the Customer requests such support, Medbelle shall provide the Customer with a quote for providing such support.

10. Intellectual property rights

The Customer acknowledges that all Intellectual Property Rights in the App belong to Medbelle or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the App other than the right to use it in accordance with the terms of this Agreement. The customer shall not remove or modify any Medbelle markings or Intellectual Property Rights displayed in the App, or otherwise use Medbelle Intellectual Property Rights without the express permission of Medbelle. The Customer expressly acknowledges and agrees, on behalf of itself and its Users, that it will not copy, reproduce, alter, modify, or create derivative works from the Service and Documentation.

11. Termination

(11.1) Without prejudice to any other rights or remedies which the Parties may have, either Party may terminate the use of the Service without liability to the other immediately on giving notice to the other if:

1. for convenience in whole or in part by giving not less than 1 month written notice (only applicable to free licenses); and
2. with immediate effect by giving written notice if the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so.

(11.2) Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

(11.5) Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

(11.6) On termination for any reason:

1. all rights granted to the Customer under this Agreement shall cease;
2. the Customer shall cease all activities authorised by this Agreement; and
3. the Customer shall immediately pay to Medbelle all of Medbelle's outstanding unpaid invoices and interest and, in respect of the Service supplied but for which no invoice has been submitted and all payments that would have become due during the remainder of the Term (assuming that notice had been served in accordance with this clause 11 whether or not this is the case), Medbelle may submit an invoice, which shall be payable immediately on receipt; and
4. any clause in these terms which is reasonably intended to survive termination shall remain in force.

12. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13. Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14. Entire Agreement

(14.1) This agreement contains all the terms agreed between the parties regarding the subject matter and supersedes and replaces any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

(14.2) No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement.

(14.3) Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently). Without prejudice to the foregoing, the only remedy available to a party in respect of a breach of any representation which is incorporated into this Agreement shall be for breach of contract.

15. Variation

(15.1) Medbelle may vary the terms of this Agreement to reflect changes in law or best practice or to deal with additional features which Medbelle introduces.

(15.2) Medbelle will give the Customer notice of any change.

(15.3) If the Customer does not accept the changes notified in accordance with clause 15.2, the Customer may not be permitted to continue to use the App.

16. Severance

(16.1) If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

(16.2) If any provision or part-provision of this Agreement is deemed deleted under clause 13.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. Third-party rights

No rights shall be conferred under this Agreement on any person other than the Customer and Medbelle, and no person other than the Customer and Medbelle shall have any right to enforce any term of this Agreement (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).

18. No partnership or agency

(18.1) Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

(18.2) Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19. Force majeure

(19) 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 reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

20. Interpretation

(10.1) The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: this agreement, including the Schedules and Annex A, and any additional terms agreed between the parties from time to time.

Application: The software provided to the Customer by Medbelle (currently accessible on https://os.medbelle.com/ ) whose purpose includes but is not limited to supporting and aiding the Customer in the coordination of medical services.

Customer Personnel: the Customer's employees, subcontractors, agents, representatives or any person acting at the direction of the Customer.

Documentation: any electronic documentation related to the App.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or its end users (but not Medbelle) relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time].

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer App, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all Applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Misuse: the intentional use of the system in order to gain an outcome that was not expected or intended, including but not limited to:

1. circumventing authentication mechanisms;
2. unauthorised access, including using credentials belonging to another person;
3. Deliberately inputting unexpected or incorrect data in order to gain a specific outcome;
4. hacking, cracking, pirating, or otherwise modifying the code or compiled binary of the App;
5. running the App on a “jailbroken” device; or
6. exploiting a bug in the system to gain an unintended outcome, or perform an unintended task or action.

Service: the use of the online clinical system hosted by Medbelle via the Website, the User Subscription (as applicable) and any Additional Services (as applicable) that Medbelle supplies to the Customer.

(20.2) Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

(20.3) Unless the context otherwise requires:

1. words in the singular shall include the plural and in the plural shall include the singular;
2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
3. a reference to one gender shall include a reference to the other genders; and
4. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(20.4) In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the Schedules or Annexes, the provision in the body of this Agreement shall take precedence.

(20.5) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

(20.6) References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

(20.7) Any reference to "writing" in this Agreement shall include communication by electronic means, including email.

(20.8) The Schedules and Annex A form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and Annexes.

Annex 1

Categories of Data Subjects

The Customer Personnel, the Customer's patients, the Customer's suppliers

Subject-matter of the Processing

The Service, principally the provision of a patient healthcare management platform and to provide technical support for the Customer's use of the App.

Nature and purpose of the Processing

The Service, principally the provision of a patient healthcare management platform and to provide technical support for the Customer's use of the App.

Type of Personal Data

Personal Master Data (Key Personal Data), Contact Data, Key Contract Data (Contractual/Legal Relationships, Contractual or Product Interest), Customer History, Contract Billing and Payments Data

The Categories of Data Subjects comprise:

Customer Clients, potential Customer Clients, Customer employees, suppliers of the Customer

Medbelle Clients, potential Medbelle Clients, Medbelle employees, suppliers of Medbelle

Special categories of Personal Data

Data concerning health

Duration of Processing

The Term, except where necessary to retain Personal Data thereafter strictly for the purposes of compliance with applicable laws