1.1. Augmentive Limited (company number 12464843) (we and us) is a company registered in England and Wales and our registered office is at 25 Ep 25 Eccleston Pl, London, England, SW1W 9NF.
1.2. We operate the Augmentive Platform at the website (our "Platform") for purposes of providing access to high-quality professionals from a range of disciplines and as well as other services to visitors to our Platform.
1.3. The best way to contact us by email at email@example.com or by post to our registered office address or by such other method as we may advise you from time to time.
2.1. Our Platform is for high quality professionals who wish to list and advertise their business and services on our Platform ("Opportunity").
2.2. Without prejudice to clause 2.6 below, these Terms and Conditions apply to your use of our Platform for purposes of the ("Opportunity"). They form the contract between you and us in respect of this Opportunity ("Contract") and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.3. Please read these Terms and Conditions carefully. If you think that there is a mistake in these Terms and Conditions or require any changes, please contact us to discuss.
2.5. By entering into a Contract with us, you give us authority to disclose to other parties that you are a member of our Platform. You may revoke this authority at any point by providing written notice to us.
2.6. If you purchase any services from the Platform (including but not limited to membership, booking services and other services such as training and digital content) our terms and conditions for users of our Platform will apply (as made available on the Platform).
3.1. Our Contract will commence on the date that any details about you or your business are published on our Platform ("Go-Live Date") and shall continue until terminated in accordance with clause 14.
4.1. It is your responsibility to ensure that you:
( a ) ensure that the services provided by you to Users are always of the highest standard and that you undertake all necessary training and fulfil all applicable professional development requirements to ensure that this is the case;
( b ) do nothing that may bring us, our Platform, other professionals or Users into disrepute;
( c ) co-operate with us in all matters relating to our Contract, and our Platform;
( d ) ensure that any information that you publish on our Platform is complete and accurate in all material respects;
( f ) obtain and maintain all necessary licences, permissions and consents (including all applicable registration requirements) which may be required for purposes of our Contract before the Go-Live Date. For the avoidance of doubt this includes registration with the CQC and any other equivalent regulatory body in other jurisdictions;
( g ) have in place sufficient insurance cover that meets your obligations under our Contract and any contract for goods or services entered into between you and a user of our Platform;
( h ) comply with all applicable laws, regulations and professional guidance;
( i ) take all necessary steps to ensure that all advertising and marketing activities conducted via electronic mail or similar means (whether solicited or unsolicited) abide by all applicable laws including, but not limited to the General Data Protection Regulation, Data Protection Act 2018 and Privacy and Electronic Communications Regulations 2003 (as amended from time to time);
( j ) maintain in force all policies and procedures as would ordinarily be expected of an experienced and competent provider of the services you provide through our Platform and as may be required by the CQC, if providing services in England (or as required by other equivalent health care regulatory bodies in other jurisdictions) in relation to such services and you will provide us with a copy of any such policies and procedures on request; and
( k ) you provide us with a copy of your complaints procedure before the Go-Live Date.
5.2. You are wholly responsible for the content of your profile and for any content, data, images or other information published on our Platform or otherwise provided to users of our Platform (together "Content"). We do not endorse any Content and we accept no responsibility for your Content including its truth, accuracy, decency or completeness.
5.4. You warrant that in relation to the Content you publish on our Platform, such Content shall at all times:
( b ) not infringe the rights, including any intellectual property rights, of any third party.
5.5. You agree to indemnify us for any breach of the warranties set out in clause 5.4 above. This means you will be responsible for any loss or damage we suffer as a result of your breach of this warranty.
5.6. Any and all Content will be considered non-confidential. You retain all of your ownership rights in your Content, but you are required to grant us certain rights and licences described below at clause 9.
5.7. We reserve the right to disclose your identity to any third party claiming that any Content constitutes a violation of their intellectual property rights, or of their right to privacy. We will use reasonable endeavours to inform you of this before doing so where it is reasonable to do so in the circumstances.
6.2. Failure to comply with our content standards constitutes a material breach of these Terms upon which you are permitted to use our Platform, and may result in our taking all or any of the following actions:
( a ) immediate, temporary or permanent withdrawal of your right to use our Platform;
( b ) immediate, temporary or permanent removal of any Content published on our Platform;
( c ) issue of a warning to you;
( d ) legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
( e ) further legal action against you;
( f ) disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
6.3. We exclude our liability for all action we may take in response to breaches of our content standards. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
7.1. You are solely responsible for your interaction with any user or visitor of our Platform ("User") that you directly or indirectly come into contact with as part of the Opportunity, whether via, or outside of, our Platform. By entering into this Contract, you confirm that you comply with the regulations of the Health and Social Care Act (2008) and are registered and regulated by the CQC if delivering services in England (or comply with the equivalent regulatory obligations if delivering health care services in other jurisdictions). You agree that any services you provide through our Platform that are regulated by the CQC (or the equivalent regulatory obligations in other jurisdictions) shall be provided under your CQC registration (or equivalent regulatory registration in other jurisdictions) and you will implement all necessary clinical governance systems and processes accordingly. For the avoidance of doubt, you will remain responsible for the safety and quality of care and treatment given.
7.2. We do not have control over the Opportunity, your communications with any User, nor are we involved in any way with the nature or content of the agreement reached between you and any such User. Accordingly, you agree that we shall have no liability for non-performance, non-fulfilment, non-delivery, delay, poor quality, non-payment or infringement of intellectual property by you in relation to any Users, the services you offer through our Platform or otherwise the Opportunity and you shall indemnify us against any liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with the same.
7.3. You agree that insofar as you contract with Users for goods and/or services, you will:
( a ) do so on written terms;
( b ) comply with consumer legislation; and
( c ) you will have in place sufficient insurance to meet your obligations to that User under the contract, including public liability insurance, product liability insurance and professional indemnity insurance.
8.1. In consideration of the Opportunity available to you, you must pay our charges and any agreed costs and expenses (Charges) in accordance with this clause 8.
8.2. The Charges are payable whenever a User books your services or otherwise purchases services from you and will be deducted automatically from all payments made through our Platform.
8.3. Where you contract with a User outside of the Platform then it is your responsibility to account for and pay the Charges to us. Such payment is due to us as soon as you receive payment from the User.
8.4. Our Charges shall be fixed at a percentage of the price charged by you to the User. We will advise of the current rate prior to the Go-Live Date but we reserve the right to vary that amount at any time. If we do that we will first provide you with reasonable notice of our intention to do so. If you do not agree to the updated rate you may exercise your rights at clause 14.1 below.
8.5. You understand that in addition to our Charge we shall also charge the User a percentage of the money paid to you for your services.
8.6. We will advise of you of our current payment processes in advance of the Go-Live Date and of any updates to such process from time to time. If you fail to make a payment due under this Contract by the due date, then, without limiting any other remedies we have under this Contract (including but not limited to clause 14), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 8.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.1. All intellectual property rights in or arising out of or in connection with our Platform (other than intellectual property rights in any Content provided by you) will be owned by us.
9.2. When providing us with your Content and any other information, you grant to us (and our agents) a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy, modify and display your Content during the term of our Contract for the purposes of (i) fulfilling the services under our Contract; and (ii) marketing and promoting our Platform and services . We will not make any further use of your Content after our Contract has terminated, but we shall not be obliged to remove any of your Content (other than your profile on our Site) which exists prior to termination, for example any existing social media posts.
10.1. We will use any personal information you provide to us to:
( a ) make our Platform and services available to you and Users of our Platform;
( b ) process your payment in connection with these Terms and Conditions; and
( c ) send service related communications to you by email.
11.1. The Platform and our services are provided on an "as-is" basis. We cannot guarantee and do not promise any specific results from use of the Platform and/or the service. We make no promises as to the quality or fitness for a particular purpose of the service except that we will operate the Platform with reasonable skill and care of an online service provider.
11.2. All other warranties are to the fullest extent permitted by law excluded from these Terms.
11.3. Nothing in these Terms limits any liability which cannot legally be limited, including liability for:
( a ) death or personal injury caused by negligence;
( b ) fraud or fraudulent misrepresentation; and
( c ) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
11.4. Subject to clause 11.3, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for:
( a ) loss of profits;
( b ) loss of sales or business;
( c ) loss of agreements or contracts;
( d ) loss of anticipated savings;
( e ) loss of use or corruption of software, data or information;
( f ) loss of or damage to goodwill; and
( g ) any indirect or consequential loss.
11.5. Subject to clause 11.3, our total liability to you arising under or in connection with the these Term, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid or payable under these Terms in connection with the Opportunity in the 12 months preceding the date of claim.
11.7. This clause 11 will survive termination.
12.1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
12.2. We each may disclose the other's confidential information:
( a ) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
( b ) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under these Terms and Conditions.
13.2. We may generate and hold data relating to our Platform and our services generally. This will be used by us for our own business purposes, such as improvement of our Platform and services, and will not be shared with you unless expressly agreed otherwise.
14.1. Either party may terminate the Contract at any time with immediate effect upon giving written notice to the other party.
14.2. In addition, and without limiting any of our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
( a ) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
( b ) you fail to pay any amount due under the Contract on the due date for payment and such sums remain outstanding after 30 days written notice to you of the same;
( c ) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; and
( d ) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
14.3. If you become aware that any event has occurred, or circumstances exist, which may entitle us to terminate the Contract under clause 2, you shall immediately notify us in writing.
14.4. Where we terminate or suspend the Contract, we will endeavour to:
( a ) (aprovide you with a written statement with our reason for that decision;
( b ) give at least 30 days’ prior warning, unless subject to a legal or regulatory obligation which does not allow us to respect that notice period or where you have repeatedly infringed these Terms;
( c ) preserve any data relating to your account for a period of 30 days.
15.1. On termination of our Contract:
( a ) your profile will be removed from the Platform;
( b ) you shall pay to us any outstanding amounts payable hereunder, pursuant to the applicable payment terms;
( c ) you shall on request return or destroy any confidential information that belongs to us;
( d ) any licences granted under these Terms and Conditions shall automatically terminate; and
( e ) subject to clause 9.2, we shall delete your Content 30 days after termination.
15.2. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
15.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract, including making our Platform available, that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
16.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
( a ) we will contact you as soon as reasonably possible to notify you;
( b ) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the services with you after the Event Outside Our Control is over; and
( c ) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure to provide our Platform, or services that is caused by an Event Outside Our Control.
17.1. If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute), then we shall follow the procedure set out in this clause:
( a ) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents.On service of the Dispute Notice, we shall attempt in good faith to resolve the Dispute;
( b ) if you and we are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, we both agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between us within 7 days of service of the Dispute Notice, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. Unless otherwise agreed by us, the mediation will start not later than 14 days after the date of the ADR notice.
17.2. If the Dispute is not resolved within 14 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the expiry of that 14 day period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 19.7 of these Terms.
18.1. When we refer to "in writing" in these Terms and Conditions, this includes email.
18.2. Any notice or other communication given by one of us to the other under or in connection with these Terms and Conditions must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
18.3. A notice or other communication is deemed to have been received:
( a ) if delivered personally, on signature of a delivery receipt;
( b ) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
( c ) if sent by email, at 9.00 am the next working day after transmission.
18.4. The provisions of this clause 18 will not apply to the service of any proceedings or other documents in any legal action.
19.2. Assignment and transfer
( a ) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you if this happens.
( b ) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
19.4. Waiver. If we do not insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
19.5. Severance. Each paragraph of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.6. Third party rights. These Terms and Conditions are between you and us. No other person has any rights to enforce any of its terms.
19.7. Governing law and jurisdiction. These Terms and Conditions are governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with them to the exclusive jurisdiction of the English courts.