Effective Date: 01-01-20
Last Updated Date: 01-01-20
Introduction and Eligibility
These Terms include CloudRx's Privacy and Security Policy, which is incorporated by reference into these Terms. We have included several annotations in boxes to help explain the legal jargon and emphasize key sections. These annotations are for convenience only and have no legal or contractual effect.
This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly.
These Terms constitute a binding agreement between you and CloudRx and its affiliates and subsidiaries ("CloudRx", "we", "us"). "You" and "users" shall mean all healthcare practitioners and their agents who use CloudRx. You accept these Terms by registering on our website at www.cloudrx.co.uk, and each time you access CloudRx thereafter. If you do not accept these Terms, you must not use CloudRx.
Revisions to Terms
We may revise these Terms at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of CloudRx after a change to these Terms constitutes your binding acceptance of these Terms.
The terms "post" and "posting" as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on CloudRx.
"Health-related information" means all individually identifiable health information, including demographic information and information related to a patient’s physical or mental health, the provision of health care to the patient, or the patient’s payment for the provision of health care.
"Healthcare practitioner" means a General Medical Council registered medical practitioner who is legally permitted to authorise the supply of Prescription Only Medicines as defined by the Medicines Act 1968, who accesses and uses the Online Prescribing System.
The CloudRx Service
“CloudRx” is defined as any software under CloudRx's control, whether partial or otherwise, in connection with CloudRx providing a platform for healthcare practitioner to prescribe online and store health-related information as required for patients and to make it available to you and your employees servants or agents.
CloudRx does not provide any prescribing services. We provide healthcare practitioners with a platform to do so. The information and materials available through the CloudRx prescribing system are not intended to constitute professional advice, diagnosis or treatment, or to substitute your professional judgment. You assume full risk and responsibility for the use of information you obtain from or through the CloudRx prescribingsystem. You will be solely responsible for the professional and technical services you provide to patients. In addition, we do not recommend or endorse any provider of health care or health-related products, items, or services other than dispensing service provided through our affiliates.
You agree to comply with any additional terms required by our affiliates as necessary, to use parts of CloudRx.
CloudRx may include certain third-party software and services including Worldpay. Your use of such software or services may require that you provide additional information to fulfil the dispensing service to patients. You agree to comply with and, upon request, provide such information.
Third-Party Access and Responsibility
Except as required by law and described below, you will not permit any third party to have access to CloudRx using your account. We have no liability for the consequences to you or your employees or agents from your or their use of CloudRx should you share your account details, howsoever arising.
While CloudRx has certain technical safeguards against misuse, you acknowledge it will rely to a substantial extent on your responsible use. You agree that we will not be responsible for any unlawful access to or use of CloudRx by any employee or agent to whom you give access or log-in credentials, howsoever arising. You agree that you are responsible for ensuring that health-related information is controlled and protected in accordance with the applicable law.
You represent and warrant that you will obtain any necessary consents from patients before posting their information on CloudRx.
Patient’s Consent for Data Collection and Use
You represent and warrant that you have obtained the proper consents, authorisations, and releases from patients as required by applicable law before posting their health-related information on CloudRx.
Exporting Information from CloudRx
You are solely responsible for any health-related information exported from CloudRx by you or the employees or agent to whom you allow access to your account, howsoever arising.
Training and Compliance
You agree to train all employees or agents on the use of CloudRx and health privacy obligations, and the requirements of these Terms and ensure that they comply with such requirements.
Compulsory Information Disclosure
You will promptly notify us of any order or demand for compulsory disclosure of health-related information if the disclosure requires access to or use of CloudRx. You will cooperate fully with us in connection with any such demand.
CloudRx Health-Related Information Practices
CloudRx voluntarily complies with the requirements our Privacy and Security Policy.
We may use and disclose health-related information to provide our services.
We may use de-identified health-related information as permitted by law.
Use and Disclosure
We may use and process the health-related information posted to CloudRx for the proper management, provision, and administration of CloudRx and our business, and as required by law. We may also disclose health-related information if required by law or we obtain reasonable assurances from the recipient that such information will be held confidentially and used or further disclosed only as required by law or for the purpose for which we disclosed it. You agree that CloudRx may use and share de-identified health-related information to the fullest extent permitted by law.
Data Transfers at Your Request
We do not transfer health-related information to third parties, other than the pharmacy for dispensing services and as required to process patient billing. You authorise us to make such transfers upon the request of you and the users who are acting through your account. You acknowledge that when you consent to transferring the information to third parties, we have no control over how those third parties will use and/or disclose the information.
We will use appropriate safeguards to prevent the use or disclosure of health-related information other than as provided for by these Terms, including administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the information.
We will report to you any discovered use or disclosure of health- related information not provided for by these Terms, or when we determine that unauthorised access to health-related information has occurred.
We will ensure that any of our agents, suppliers, vendors and the pharmacy to whom we provide health-related information for purposes of assisting us in providing the dispensing service, agree to the same restrictions and conditions that apply to us with respect to such information, including the obligation to implement reasonable and appropriate safeguards.
Access, Amendment, and Accountings
in line with the Privacy and Security Policy, we will facilitate your requirements to provide your employees or agents access and the ability to amend health-related information you post to CloudRx. We may also facilitate an accounting of disclosures as required.
In the event of an audit, we will give access to our internal practices, books, and records related to the use and disclosure of health- related information to demonstrate compliance as required. All access will be in line with the Privacy and Security Policy.
CloudRx retains the information you post to it for compliance and regulatory purposes and will cooperate with you regarding requests to delete information. We will provide you copies of health-related information in electronic form if you decide to terminate your use of CloudRx.
At the termination of the service, we will provide you with a copy of health-related information in an electronic form that is accessible through commercially available hardware and software. We will continue to abide by these Terms pertaining to such information and limit further usage and disclosures of health-related information in line with our legal obligations. You acknowledge that segregating health-related information for removal from CloudRx may be not be feasible due to compliance requirements.
Privacy and Security
We will comply with the provisions of the Privacy and Security Policy that are made applicable to business associates. We will notify you of the discovery of any breach of health-related information that we hold and we will cooperate reasonably with you to investigate and mitigate any such breach. We will provide you with the necessary information to make any legally required notification to individuals.
Account Creation and Secure Credentials
We will take steps to verify that you are a registered healthcare practitioner.
You are responsible for your log-in credentials and for keeping your account information accurate.
You are responsible for any activity resulting from the use of your log-in credentials on CloudRx.
Owner of Account and Health-Related Information
The primary account holder (i.e. the healthcare practitioner) holds the legal rights and obligations to and in connection with the CloudRx account and the information posted to CloudRx by your business entity.
Accurate Account Information
You represent and warrant that the information you provide to CloudRx upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
You agree that we may take steps to verify your identity and credentials as a healthcare practitioner at any time. You agree that we may use and disclose information, including "Confidential Information" about you for such purposes, including making enquiry of third parties concerning your identity and professional and practice credentials. You authorise such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to CloudRx at any time if we are unable to determine or verify your qualifications or credentials.
Protecting Your Log-In Credentials
As a registered user, you will have log-in information, including a username and password. Your account is personal to the primary account holder, and you may not share your account and log-in information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your account and access credentials, you should take care to preserve the confidentiality of your username and password, and any device that you or your employees servants or agents use to access CloudRx.
You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify CloudRx by e-mail at email@example.com. You will be solely responsible for the losses incurred by CloudRx and others (including patients) due to any unauthorised use of your account that takes place prior to notifying CloudRx that your account has been compromised.
You agree to receive communications from CloudRx through the email address you provide to us for informational and customer service-related purposes.
By using CloudRx or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of CloudRx. If we learn of a security system's breach, we may attempt to notify you electronically by email. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at firstname.lastname@example.org
CloudRx Content Ownership and Use
CloudRx owns all of the content we create, but you may use it while you use the CloudRx platform. You cannot use our logo without our written permission.
The contents of CloudRx include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other CloudRx content (collectively, " CloudRx Content"). All CloudRx Content and the compilation (meaning the collection, arrangement, and assembly) of all CloudRx Content are the property of CloudRx or its licensors and are protected under copyright, trademark, and other laws.
We authorise you, subject to these Terms, to access and use CloudRx and CloudRx Content solely for the use of services provided through CloudRx, at our discretion. Any other use is expressly prohibited. This licence is revocable at any time without notice and with or without cause. Unauthorised use of CloudRx Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original CloudRx Content on any copy you make of CloudRx Content.
CloudRx, the CloudRx logo, and other CloudRx logos and product and service names are or may be trademarks of CloudRx (the "CloudRx Marks"). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the CloudRx Marks.
"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include the data you post to CloudRx, not including health-related information; CloudRx Confidential Information shall include CloudRx, customer feedback, and information relating to the performance, reliability, or stability of CloudRx operations, know-how, techniques, processes, ideas, algorithms, and software design and architecture; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information
The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such Compelled Disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Intellectual Property Rights and Your Licence to Use
You, or the people who allow you to use their content, own all of the content you create using the CloudRx. However, we may use the statistical data to review and adapt the Prescribing System service and for marketing purposes.
It is very important that you have permission to use other people's content or they may be able to sue you for violating their legal rights.
Ownership of User Content
CloudRx may provide you with the ability to create, post, or share spancontent ("Your User Content"). CloudRx claims no ownership over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through CloudRx. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
CloudRx's Use of Posted Content
Ownership of Others' Content
You understand and agree that you will not obtain, as a result of your use of CloudRx, any right, title, or interest in or to such content delivered via CloudRx or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.
You represent and warrant that (i) you own the content posted by you on or through CloudRx or otherwise have the right to grant the licence set forth in these Terms, (ii) the posting and use of Your User Content on or through CloudRx does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on CloudRx does not result in a breach of contract between you and a third party. You agree to pay all fees and any other monies owed as a result of content you post on or through CloudRx. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through CloudRx.
You must let us know if you think a user has violated your copyright using CloudRx, or if you think someone incorrectly reported that you violated his or her copyright.
If you believe that materials posted on CloudRx infringe your copyright, you may send CloudRx a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:
- A physical or electronic signature of a person authorised to act on behalf of the owner of the works that have been allegedly infringed;
- Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on CloudRx are covered by a single notification, a representative list of such works);
- Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow CloudRx to locate the material on the CloudRx platform;
- Your name, address, telephone number, and email address (if available);
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorised to act on behalf of the owner of an exclusive right that is allegedly infringed.
User Content Disclaimers, Limitations, and Prohibitions
We do not represent or guarantee the accuracy, or reliability of content, posted by users ("User Content"). You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk.
You agree to use the CloudRx platform only for its intended purpose. You must use CloudRx in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of CloudRx are prohibited. You may not:
- aggregate, copy, or duplicate any CloudRx Content;
- use data mining, robots, or other data-gathering devices on the CloudRx platform;
- remove, disable, damage, circumvent, or otherwise interfere with the security of the CloudRx platform;
- interfere or attempt to interfere with the proper working of the CloudRx platform;
- gain unauthorised access to the CloudRx platform or linked systems;
- unauthorised link to the CloudRx platform;
- attempt to submit, or submit a virus to the CloudRx platform;
- take any action imposing an unreasonable or disproportionately large load on CloudRx 's infrastructure;
- intercept, examine, or otherwise observe any proprietary communications or facilitate, create, or maintain any unauthorised connection to the CloudRx platform;
- attempt to or obtain unauthorised access to other users' accounts;
- sell, transfer, or assign any of your rights to use the CloudRx platform to a third party without our express written consent;
- use an account that has been sold, transferred, or assigned to you from a CloudRx user without our express written consent;
- use the CloudRx platform in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to CloudRx or others;
- use the CloudRx platform for transactions involving illegal activities or what CloudRx reasonably believes to be potentially fraudulent activity;
- use the CloudRx platform in an illegal way or to commit an illegal act;
- create multiple registrations, whether fraudulently, falsely, unlawfully, legitimate, or lawfully, without CloudRx's prior consent; or
- control an account if another account controlled by you has performed these activities or otherwise breached these Terms resulting in account suspension or termination.
Prohibition of Certain User-Provided Information
You are solely responsible for your account’s content on the CloudRx platform. CloudRx does not endorse any, nor are we responsible for your account’s content on the CloudRx platform. You assume all risks associated with your account’s content, including anyone's reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, your account’s content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
The following requirements apply to your account’s content. You may not:
- post information on behalf of another person or entity without their consent;
- post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity;
- post information that is false, deceptive, misleading, deceitful, or misinformative;
- disclose personal information about another person;
- post links, advertisements, or other content from competitors' websites; or
- post any franchise, pyramid scheme, or similar information.
Consequences of Violating These Terms
If you do not act acceptably, we may refuse to provide you access to the CloudRx platform.
We reserve the right to suspend or terminate your account and prevent access to the CloudRx platform for any reason, at our discretion. We reserve the right to refuse to provide CloudRx to you in the future.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the CloudRx platform.
We are not liable for anything our users do when using the CloudRx platform.
Changes to CloudRx
We may change, suspend, or discontinue any aspect of the CloudRx platform at any time, including hours of operation or availability of the CloudRx platform or any feature .
We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the CloudRx platform, including any speech-to-text providers. We are also not responsible for disputes or disagreements between you and any patient with or for whom you have used the CloudRx platform. You assume all and any risks associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release CloudRx of all claims, demands, and damages in disputes among users of the CloudRx platform. You also agree not to involve us in such disputes. Use caution and common sense when using the CloudRx platform.
We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the CloudRx platform, including health-related information. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from third-party vendors or suppliers, such as data resulting from the speech-to-text functionality, or the quality or nature of third-party products or services obtained through the CloudRx platform. Use the CloudRx platform at your own risk.
We make no promises and disclaim all liability of specific results from the use of the CloudRx platform.
"Released Parties" include CloudRx and our affiliates, officers, employees, servants, agents, partners, and licensors.
A. Disclaimer of warranties
You use the CloudRx platform at your own risk. we make no warranties or guarantees.
You expressly understand and agree that (a) your use of the CloudRx platform is at your sole risk, and the CloudRx platform is provided on an "as is" and "as available" basis and the released parties expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, warranties as to products or services offered by businesses listed on the CloudRx platform, implied warranties of merchantability, fitness for a particular purpose, and non-infringement; (b) the released parties make no warranty that (i) the CloudRx platform will meet your requirements, (ii) the CloudRx platform will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the CloudRx platform will be accurate or reliable, (iv) the quality of any goods or service available on the CloudRx platform will meet your expectations, (v) any errors in the service will be corrected; and (c) any material downloaded or otherwise obtained through the use of the CloudRx platform is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from the download or use of any such material.
B. Limitation of liability and indemnification
We are not liable for anything that happens to you that somehow may be connected to your use of the CloudRx platform. If you use the CloudRx platform in a way that causes us to be included in litigation, you agree to pay all of our legal fees and costs.
You expressly understand and agree that the released parties shall not be liable to you or your patients for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if CloudRx has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the CloudRx platform; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services obtained or messages received or transactions entered into through, from, or as a result of CloudRx; (iii) unauthorised access to or alteration of your transmissions or data; (iv) statements or conduct of any user or third party on the CloudRx platform; (v) your reliance on content made available by us; or (vi) any other matter relating to CloudRx. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations in this paragraph may not apply to you.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any CloudRx Content or the use of the CloudRx platform, (iii) any activity on the CloudRx platform under your log-in credentials, or (iv) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
These Terms constitute the entire agreement between you and CloudRx concerning your use of the CloudRx platform. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
This Agreement and all non-contractual relationships between you and CloudRx shall be governed by and construed in accordance with the laws of England and Wales.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or this Agreement:
Telephone enquiries: 0113 531 2942
Write to us:
1 Hawthorn Park