Terms & Condition

AGREED TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1. Unless otherwise defined in these Terms (the "Agreement"), the following words and expressions have the following meanings:
2. 1.1 "Additional Services" means any additional services that healthya ConX shall supply as agreed between the Parties in writing from time to time, including but not limited to custom integrations, bespoke customisations, enhanced clinical support, and managed prescribing services.
3. 1.2 "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
4. 1.3 "Applicable Data Protection Laws"means:
   1. a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.
   2. b. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which healthya ConX is subject, which relates to the protection of Personal Data.
5. 1.4 "Applicable Laws" shall mean:
   1. a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.
   2. b. To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which healthya ConX is subject.
6. 1.5 "Base Plan" means the foundational subscription package providing access to the ConX Platform, basic consultation facilitation, standard integrations, and core clinical features for £75 per month.
7. 1.6 "Clinical Governance Framework" means the systems, processes, and procedures implemented to ensure clinical safety, professional standards, and regulatory compliance in the delivery of Clinical Services.
8. 1.7 "Clinical Services" means NHS Pharmacy First consultations, private minor ailments consultations, medication reviews, health screening services, vaccination services, and other clinical pharmacy services delivered through or facilitated by the Service.
9. 1.8 "Commencement Date" shall mean the date the Client first accesses the Service, or the date specified in any signed Order Form, whichever is earlier.
10. 1.9 "Client" shall mean you, the pharmacy business, healthcare provider, or clinical entity to whom healthya ConX will provide the Service and any Additional Services, in accordance with these Terms.
11. 1.10 "Client Data" means the data, including Personal Data, Patient Health Information, and clinical records, inputted by the Client and Users or healthya ConX on the Client's behalf for the purpose of using the Service or facilitating the Client's or Users' use of the Service and any data generated by, or derived from the Client's or Users' use of the Service, whether hosted or stored within the Service or elsewhere.
12. 1.11 "ConX Platform" means the healthya ConX digital consultation platform, pharmacy management system, clinical workflow tools, website services, and associated software applications accessible via the Website.
13. 1.12 "Consultation Fees" means the fees charged per clinical consultation delivered through the Service, including NHS Pharmacy First consultations at £15 per consultation and private consultations at rates specified in the commercial proposal or Order Form.
14. 1.13 "CQC" means the Care Quality Commission, the independent regulator of health and social care services in England.
15. 1.14 "Documentation" means the documents provided by healthya ConX located in the help centre on the Website, user manuals, clinical protocols, technical specifications, and training materials describing the Services and user instructions, as may be updated from time to time.
16. 1.15 "DSPT" means the Data Security and Protection Toolkit published by NHS Digital.
17. 1.16 "EU GDPR" means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
18. 1.17 "Fees" means the Base Plan fees, Consultation Fees, SMS charges, API integration fees, PGD utilisation fees, and any Additional Services fees payable for the Service in accordance with clauses 7 and 8.
19. 1.18 "General Pharmaceutical Council" or "GPhC" means the statutory regulator for pharmacists, pharmacy technicians, and pharmacy premises in Great Britain.
20. 1.19 "GMC" means the General Medical Council, the professional regulatory body for medical doctors in the United Kingdom.
21. 1.20 "HL7 FHIR" means Health Level Seven Fast Healthcare Interoperability Resources, the standard for health information exchange.
22. 1.21 "Initial Term" shall mean 3 years beginning on the Commencement Date, reflecting the minimum commitment period required for setup, integration, training, and return on investment for both Parties.
23. 1.22 "Intellectual Property Rights" means all patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, 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.
24. 1.23 "Model Contract Clauses" means the model contractual clauses annexed to European Commission Decision (2021) 915 or any successor international data transfer mechanism approved under UK data protection law.
25. 1.24 "NHS Compliance Standards" means all applicable NHS Digital Standards, DSPT requirements, NHS England technical standards, Information Governance requirements, and clinical safety standards as updated from time to time.
26. 1.25 "NHS Pharmacy First" means the NHS community pharmacy consultation service for the treatment of seven common conditions, as defined by NHS England.
27. 1.26 "NMC" means the Nursing and Midwifery Council, the professional regulator for nursing and midwifery professions in the UK.
28. 1.27 "Order Form" means the commercial proposal, service agreement, or other document executed by both Parties specifying the Services to be provided, applicable Fees, and other commercial terms.
29. 1.28 "Parties" means the Client and healthya ConX and Party means either one of them.
30. 1.29 "Patient Group Direction" or "PGD" means a written instruction for the sale, supply, and/or administration of medicines to groups of patients who may not be individually identified before presentation for treatment.
31. 1.30 "Patient Health Information" means all health and medical information relating to identifiable patients processed through the Service, including clinical records, consultation notes, prescriptions, and treatment plans.
32. 1.31 "Payment Services" means payment processing functionalities integrated with third-party payment processors to facilitate patient payments for private Clinical Services.
33. 1.32 "Personal Data" has the meaning given in the UK GDPR.
34. 1.33 "PGD Fees" means fees charged when Patient Group Directions are utilised for patient consultations, charged on a per-use basis with no annual fees.
35. 1.34 "PMR Systems" means Pharmacy Management and Record systems including but not limited to EMIS Health, Phoenix, Positive Solutions, and similar platforms used for pharmacy operations and record keeping.
36. 1.35 "Professional Registration" means current and valid registration with the GPhC for pharmacists and pharmacy premises, GMC for medical practitioners, or NMC for nurses and midwives, as applicable.
37. 1.36 "Renewal Period" shall mean an additional 12-month period following the Initial Term.
38. 1.37 "Responsible Pharmacist" means the pharmacist designated under the Medicines Act 1968 and associated regulations as having responsibility for the pharmacy during the provision of Clinical Services.
39. 1.38 "Service" or "Services" means the healthya ConX digital consultation platform, ConX Platform, pharmacy management tools, website services, Clinical Services facilitation, Payment Services, and any Additional Services that healthya ConX supplies to the Client.
40. 1.39 "SMS Services" means text messaging services for appointment reminders, patient communications, and clinical notifications charged at 5p per message.
41. 1.40 "Software" means any software contained on the Website, ConX Platform, or otherwise used by healthya ConX in providing the Service.
42. 1.41 "Sub processors" means third-party service providers used by healthya ConX in the delivery of the Service, including but not limited to AWS for hosting, Twilio for SMS services, Stripe for payment processing, and Microsoft for productivity services.
43. 1.42 "Term" means the period commencing on the Commencement Date and the Initial Term and any Renewal Period, ending on the date of termination of these Terms in accordance with its terms.
44. 1.43 "UK GDPR" has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
45. 1.44 "User" means any employee, pharmacist, clinician, administrator, patient, or independent contractor of the Client who is authorised by the Client to access the Service and Documentation in accordance with these Terms.
46. 1.45 "User Subscription" means a subscription service purchased by the Client enabling the Users to access and use the Service and Documentation in accordance with these Terms.
47. 1.46 "Website" means healthya ConX's website from time to time, currently hosted at www.healthya-conx.co.uk (https://www.healthya-conx.co.uk) and any associated subdomains or platforms.
48. 1.47 Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms
49. 1.48 The Client doing or not doing something shall include an obligation on the Client to ensure the Users do or do not carry out the relevant activity
50. 1.49 A provision of law is a reference to that provision as amended, extended or re-enacted from time to time.
51. 1.50 A time of day is a reference to London time.
52. 1.51 A working day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England.
53. 1.52 A person includes firms, companies, government entities, trusts and partnerships.

2. DURATION AND RENEWAL

1. 2.1 These Terms shall commence on the Commencement Date for the Initial Term and shall automatically extend for successive Renewal Periods unless terminated earlier in accordance with these Terms.
2. 2.2 Either Party may give written notice to the other Party, not later than 90 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. 2.3 The Initial Term of 3 years reflects the substantial investment required by both Parties in setup, integration, training, clinical governance implementation, and the development of sustainable clinical services.
4. 2.4 During the Initial Term, neither Party may terminate these Terms except for material breach, insolvency, or other circumstances specified in these Terms.

3. GRANT OF RIGHTS TO USE THE SERVICE

1. 3.1 The Services and the Software are intended for business, commercial, and clinical use only and not for personal use.
2. 3.2 In consideration of the Fees, and subject to the Client's compliance with these Terms, healthya ConX grants the Client and its Users a non-exclusive, non-transferable licence to access and use the Service and Documentation during the Term subject to these Terms.
3. 3.3 healthya ConX may agree to provide Additional Services including but not limited to custom integrations, bespoke customisations, enhanced clinical support, managed prescribing services, and specialised training. 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.
4. 3.4 healthya ConX shall provide access to the Service and Documentation to the Client following the Commencement Date and completion of any required setup and integration activities.
5. 3.5 Nothing in these Terms shall prevent healthya ConX from entering into similar agreements with third parties or developing, licensing or selling similar products or services.
6. 3.6 If healthya ConX shall provide the Client with any data which derives from third parties in part or in full, including NHS data, clinical databases, or drug information, healthya ConX shall not be held responsible for the accuracy of such data except where expressly warranted.
7. 3.7 The Service includes access to NHS-compliant clinical pathways, PGD access without annual fees, integration capabilities with major PMR Systems, and comprehensive clinical governance tools.

4. ACCESS TO THE SERVICE

1. 4.1 In order to access the Service, the Client must complete registration providing accurate and complete information including pharmacy registration details, GPhC registration numbers, Professional Registration details, and Responsible Pharmacist information. Client must provide an email address for healthya ConX to contact Client for Service announcements, notices under these Terms, clinical alerts, and receipt of Client Data on termination.
2. 4.2 Client must ensure that if it is set up as a business or partnership, the account is set up in the correct legal entity name. If Client is a sole trader, the account must be set up in the name of the individual pharmacist only. All registration details must match current GPhC records.
3. 4.3 Client must keep healthya ConX updated if there are any changes to its details including email addresses, pharmacy registration status, Professional Registration, Responsible Pharmacist designation, or business structure.
4. 4.4 A director of the Client business or the Responsible Pharmacist must at all times be an administrator on the Client account. The same individual must log into the Client account with their details and maintain overall responsibility for clinical governance.
5. 4.5 Use of the Service shall be restricted to use for the purpose of processing the Client's Data for the normal business purposes of the Client in the provision of Clinical Services and shall not include allowing the use of the Service by, or for the benefit of, any person other than the Client and authorised Users.
6. 4.6 Whilst healthya ConX will exercise NHS-compliant confidentiality and security measures, it is the Client's sole responsibility and liability to keep secure passwords, usernames, account details and any other login details ("Access Information") and not disclose them to unauthorised third parties.
7. 4.7 The Client is also solely responsible and liable for any activity that occurs under its Access Information. The Client must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and shall notify healthya ConX immediately in the event of any unauthorised access or use, or any suspected unauthorised access or use. Accordingly, healthya ConX accepts no responsibility for misuse of the Client's account in any manner due to the Client's disclosure of Access Information to third parties.
8. 4.8 Access to Clinical Services features requires verification of Professional Registration and compliance with clinical governance requirements. healthya ConX reserves the right to suspend access pending verification of credentials or resolution of compliance issues.

5. USERNAMES AND LOGINS

1. 5.1 In consideration for the Service, healthya ConX hereby grants to the Client a non-exclusive, non-transferable right (without the right to grant sub-licences) to permit Users to use the Service during the Term solely for the Client's internal business operations and provision of Clinical Services. healthya ConX reserves the right to monitor usage of the Service for the purposes of ensuring compliance with these Terms and NHS Compliance Standards.
2. 5.2 The Client's subscription package will be based on the Base Plan and additional features at the rates as notified to the Client by healthya ConX prior to the Commencement Date or as specified in the Order Form. If the Client wishes to add additional Users or features, any increase is at healthya ConX's discretion, and subject to an increase in Fees as described in clause 7.
3. 5.3 In relation to Users (with the exception of patients who may access the Service for consultations), the Client undertakes that:
   1. 5.3.1 It will not allow or suffer any User access 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;
   2. 5.3.2 Each User shall keep a secure password for their use of the Service and Documentation and comply with NHS password security requirements;
   3. 5.3.3 It shall keep an updated list of Users with their Professional Registration details and on request by healthya ConX, provide a copy of the list to healthya ConX within 3 working days;
   4. 5.3.4 It shall permit healthya ConX or healthya ConX's designated auditor to audit the Client's use of the Service in order to establish the name and credentials of each User, compliance with Professional Registration requirements, and the Client's clinical governance procedures to audit compliance with these Terms and NHS Compliance Standards. Each such audit may be conducted no more than once per quarter, at healthya ConX's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;
   5. 5.3.5 If any audit referred to in clause 5.3.4 reveals that any access credentials have been provided to any individual who is not an authorised User or who lacks appropriate Professional Registration, then without prejudice to healthya ConX's other rights, the Client shall promptly disable such access and healthya ConX shall not issue any new credentials to any such individual;
   6. 5.3.6 If any audit referred to in clause 5.3.4 reveals that the Client has underpaid Fees to healthya ConX or such underpayment is otherwise detected, then without prejudice to healthya ConX's other rights, the Client shall pay to healthya ConX an amount equal to such underpayment as well as the cost of healthya ConX's audit of the Client within 10 working days of the date of the relevant audit;
   7. 5.3.7 Client will be liable to healthya ConX for all claims, losses, costs and damages arising from misuse of the Services and/or Software by its Users, including any clinical negligence claims or regulatory sanctions.

6. CLIENT OBLIGATIONS

1. 6.1 The client shall:
   1. 6.1.1 Grant all necessary access to such information as may be required by healthya ConX for the provision of the Service and integration with PMR Systems;
   2. 6.1.2 Provide all necessary cooperation to healthya ConX in order to provide the Service, including but not limited to providing information on clinical data, security access information, PMR System integration requirements, and configuration services;
   3. 6.1.3 Without affecting its other obligations under these Terms, comply with all Applicable Laws, NHS Compliance Standards, professional standards, pharmaceutical regulations, and clinical governance requirements with respect to its activities under these Terms;
   4. 6.1.4 Maintain all necessary Professional Registration, pharmacy registration, premises licences, and regulatory approvals required for the provision of Clinical Services;
   5. 6.1.5 Implement and maintain appropriate Clinical Governance Framework including clinical protocols, safety procedures, incident reporting, and professional supervision arrangements;
   6. 6.1.6 Ensure appropriate professional indemnity insurance coverage of not less than £10 million covering all Clinical Services provided through or facilitated by the Service;
   7. 6.1.7 Carry out all other Client responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the Parties, healthya ConX may adjust any agreed timetable or delivery schedule as reasonably necessary;
   8. 6.1.8 Ensure that the Users use the Service and the Documentation in accordance with these Terms, professional standards, and clinical governance requirements and shall be responsible for any User's breach of these Terms;
   9. 6.1.9 Obtain and shall maintain all necessary licences, consents, and permissions necessary for healthya ConX, its contractors and agents to perform their obligations under these Terms, including without limitation the Service;
   10. 6.1.10 Ensure that its network and systems comply with the relevant specifications provided by healthya ConX from time to time and meet NHS Compliance Standards;
   11. 6.1.11 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 healthya ConX's data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet;
   12. 6.1.12 Comply with all NHS DSPT requirements and maintain appropriate cyber security measures;
   13. 6.1.13 Ensure all clinical decisions remain under the professional responsibility of appropriately qualified and registered healthcare professionals;
   14. 6.1.14 Implement appropriate patient consent procedures for Clinical Services and data processing;
   15. 6.1.15 Maintain appropriate clinical records and documentation in accordance with professional standards and regulatory requirements; and
   16. 6.1.16 Indemnify healthya ConX against any claims, losses, damages, costs and reasonable expenses (including reasonable legal expenses) arising from the Client and its Users' use of the Services, any clinical decisions, professional conduct, breach of these Terms, or failure to maintain appropriate Professional Registration or insurance coverage.
2. 6.2 The Client shall not, except as may be allowed by any Applicable Law or regulation which is incapable of exclusion by Terms between the Parties and except to the extent expressly permitted under these Terms:
   1. 6.2.1 Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means;
   2. 6.2.2 Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
   3. 6.2.3 Access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation;
   4. 6.2.4 Use the Service and/or Documentation to provide services to third parties except in the normal course of providing Clinical Services to patients;
   5. 6.2.5 Use any test accounts for 'real life' clinical use or anything other than testing the Service;
   6. 6.2.6 Except as permitted by law, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except the Users and patients receiving Clinical Services;
   7. 6.2.7 Attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under these Terms;
   8. 6.2.8 Introduce or permit the introduction, transmission or distribution of any malware or virus into healthya ConX's Website, Software or network and information systems or otherwise in its use of the Services do so in any way which is offensive, illegal or causes damage to or injury to any person or property; and
   9. 6.2.9 Use the Service in any manner that could compromise patient safety, violate professional standards, or breach regulatory requirements.

7. FEES, PAYMENT AND PRICING STRUCTURE

1. Subscription Fees7.1Base Plan Subscription: The Client shall pay a monthly Base Plan fee of £75.00 (seventy-five pounds sterling) per month, payable monthly in advance. This includes:
2. 7.1.1 Access to the ConX Platform and core functionality;
3. 7.1.2 30 (thirty) NHS Pharmacy First consultation credits per month;
4. 7.1.3 NHS-Compliant Pre-Assessment (PreConsult™) functionality;
5. 7.1.4 Basic appointment scheduling and clinical workflow tools;
6. 7.1.5 Standard technical support during business hours.
7. Transactional Consultation Fees
8. 7.2 Additional Module Fees: The Client may subscribe to additional modules at £25.00 (twenty-five pounds sterling) per month per module:
   1. 7.2.1 Growth Module (£25.00/month): Includes PGDs and Proformas for 80+ Minor Ailments, enhanced PreConsult™ with prescription linking, and private consultation capabilities;
   2. 7.2.2 Premium Module (£25.00/month): Includes full clinical conditions coverage, complete formulary access, clinician-facing proformas, sick notes, referrals, and script download capabilities.
9. 7.3 NHS Pharmacy First Consultations:
   1. 7.3.1 First 30 consultations per month: Included in Base Plan at no additional charge;
   2. 7.3.2 Consultations beyond the included allocation: £0.75 per consultation;
   3. 7.3.3 All NHS consultation fees are subject to current NHS reimbursement rates and may be adjusted accordingly.
10. 7.4 Independent Prescriber (IP) Consultations: Consultation fees for private services shall be charged as follows:
    1. 7.4.1 Private Minor Ailments consultations: £1.50 per income-generating consultation (or as specified in Order Form);
    2. 7.4.2 Consultation Review by Contracted healthya Clinician: £5.00 per consultation submitted for review by a clinician contracted by healthya ConX (or as specified in Order Form);
    3. 7.4.3 Other private Clinical Services: At rates specified in the Order Form or as agreed in writing
11. 7.5 PGD Utilisation Fees:
    1. 7.5.1 PGD access and setup: No annual fees;
    2. 7.5.2 PGD utilisation: £2.50 per PGD-based consultation when utilised;
    3. 7.5.3 No charges apply unless PGDs are actively used for patient consultations.
12. Additional Service Charges
13. 7.6 SMS Services: £0.05 (five pence) per SMS message sent through the platform for appointment reminders, clinical notifications, or patient communications.
14. 7.7 API Integration Fees: £50.00 (fifty pounds sterling) per month per PMR System integration (e.g., EMIS Health, Phoenix, Positive Solutions).
15. 7.8 Custom Development: Bespoke customisations, additional integrations, and custom development work shall be quoted separately on a project basis with written agreement required before commencement.
16. Payment Processing and Banking Fees
17. 7.9 Payment Services Fees:
    1. 7.9.1 Payment processing fees: 2.9% + £0.20 per successful card transaction for private Clinical Services (or current Stripe rates);
    2. 7.9.2 Chargeback fees: £15.00 per chargeback incident;
    3. 7.9.3 Failed payment fees: £5.00 per failed direct debit or card payment attempt
18. 7.10 Banking and Gateway Charges: All merchant gateway fees, banking charges, currency conversion fees, and third-party payment processing costs shall be charged separately at cost and passed through to the Client without markup.
19. Fee Adjustments and Reviews
20. 7.11 Annual Fee Review: healthya ConX reserves the right to review and adjust all fees annually, with such adjustments taking effect from the commencement of the next Renewal Period following 90 days' written notice to the Client.
21. 7.12 Inflation Adjustments: All fees may be increased annually in line with the UK Retail Price Index (RPI) or Consumer Price Index (CPI), whichever is higher, with 60 days' written notice.
22. 7.13 Third-Party Cost Pass-Through: In the event that third-party service providers (including but not limited to payment processors, SMS providers, hosting services, or regulatory bodies) increase their charges, healthya ConX may pass through such increases to the Client with 30 days' written notice. Such increases shall not be subject to the annual review limitation.
23. 7.14 NHS Rate Adjustments: NHS consultation fees shall automatically adjust to reflect any changes in NHS reimbursement rates as published by NHS England, with such changes taking effect immediately upon NHS implementation.
24. Fee Payment Terms
25. 7.15 Payment Schedule:
    1. 7.15.1 Monthly subscription fees are payable in advance on the first business day of each month;
    2. 7.15.2 Consultation fees are payable monthly in arrears based on actual usage;
    3. 7.15.3 Additional service charges are payable monthly in arrears.
26. 7.16 Payment Methods: All fees shall be collected via direct debit, card payment, or bank transfer as agreed, with Client providing valid payment authorisation for automatic collection
27. 7.17 Late Payment Charges:
    1. 7.17.1 Interest on overdue amounts: 8% per annum above the Bank of England base rate;
    2. 7.17.2A dministration fee for late payments: £25.00 per occurrence;
    3. 7.17.3 Debt collection costs: All reasonable costs incurred in recovering overdue amounts.
28. Fee Disputes and Billing
29. 7.18 Billing Transparency: Detailed monthly invoices shall be provided showing:
    1. 7.18.1 Subscription fees by service component;
    2. 7.18.2 Consultation volumes and charges by service type;
    3. 7.18.3 Additional service usage and charges;
    4. 7.18.4 Third-party pass-through costs with supporting documentation.
30. 7.19 Fee Disputes: Any disputes regarding fees must be raised in writing within 30 days of invoice date. Undisputed portions remain payable as scheduled.
31. 7.20 VAT and Taxes: All fees are exclusive of Value Added Tax and any other applicable taxes, duties, or levies, which shall be added at the appropriate rate and paid by the Client.
32. Fee Protection and Limitations
33. 7.21 Fee Increase Limitations:
    1. 7.21.1 Annual fee increases (excluding inflation adjustments and third-party pass-through costs) shall not exceed 10% of the previous year's fees;
    2. 7.21.2 Fee increases shall not apply during the first 12 months of the Initial Term except for third-party cost pass-through.
34. 7.22 Termination Rights: If the Client objects to any fee increase exceeding 15% annually (excluding third-party costs), the Client may terminate these Terms by giving 60 days' written notice, effective at the end of the current billing period.
35. 7.23 No Hidden Charges: healthya ConX warrants that all charges are transparently disclosed, and no additional fees shall be imposed except as expressly provided in these Terms or with prior written agreement.
36. Currency and Payment Protection
37. 7.24 Currency: All fees are quoted and payable in Pounds Sterling. Any currency conversion costs shall be borne by the Client.
38. 7.25 Payment Security: All payment processing complies with PCI DSS standards and applicable data protection requirements.
39. 7.26 Refund Policy:
    1. 7.26.1 Monthly subscription fees are non-refundable except for material service failures lasting more than 7 consecutive days;
    2. 7.26.2 Consultation fees are non-refundable once services have been delivered;
    3. 7.26.3 Setup fees and custom development costs are non-refundable.
40. PRICING DISCLAIMER
41. The fees and charges set out in this section are current as of the date of these Terms and are subject to periodic review and adjustment in accordance with the provisions herein. All pricing is based on current third-party costs, regulatory requirements, and market conditions. healthya ConX reserves the right to implement fair and reasonable adjustments to reflect changes in operating costs, regulatory requirements, inflation, and third-party service provider charges while maintaining transparency and providing appropriate notice as specified in these Terms.

8. PAYMENT SERVICES THROUGH HEALTHYA CONX

1. 8.1 The Website integrates with third-party payment processors, including Stripe and other approved providers, to permit payment processing functionalities as part of the Services for private Clinical Services. We refer to these payment services and functionalities as "healthya ConX Pay." Whether the Client receives Payment Services through healthya ConX Pay, or directly with payment processors, for the purposes of the Agreement these functions are referred to as "Payment Services."
2. 8.2 If the Client receives Payment Services through the Website, then in addition to being subject to these Terms, the Client also accepts and agrees to be bound by the applicable payment processor's terms of service. As a condition to the Client's receipt of Payment Services and enabling this Service, the Client agrees to provide healthya ConX with complete and accurate information about its business and the Client expressly authorises healthya ConX to share this information with payment processors.
3. 8.3 Payment Services Fees are as specified in the Order Form or commercial proposal. All other charges related to a client's payment account (including, without limitation, fees for chargebacks, collection fees, or charges incidental to the collection of delinquent accounts) will be charged at cost.
4. 8.4 By entering into this Agreement, the Client authorises and expressly permits healthya ConX to collect any Fees or other amounts owed to healthya ConX under the Agreement directly from the funds payable to the Client as the result of its receipt of Payment Services, or to invoice separately as agreed.
5. 8.5 All merchants receiving Payment Services must submit to risk underwriting prior to receiving Payment Services. As a condition of the Client's receipt of Payment Services, the Client consents to and agrees to cooperate with healthya ConX or payment processor's standard underwriting process.
6. 8.6 As a condition of the Client's receipt of Payment Services, the Client consents and agrees to provide to healthya ConX, upon request, any reasonably requested information or documentation related to the provision of Payment Services and compliance with healthcare payment regulations.

9. AVAILABILITY AND TECHNICAL SUPPORT

1. 9.1 The Client 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. healthya ConX aims to achieve 99.5% uptime measured monthly.
2. 9.2 The Client further agrees that to the extent that access to the Service will not be affected or restricted, healthya ConX 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, healthya ConX will use reasonable endeavours to provide reasonable notice to the Client and will further use reasonable endeavours to perform such maintenance outside of normal pharmacy operating hours.
3. 9.3 The Client 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, healthya ConX will use reasonable endeavours to work with such third party to minimise such interruption.
4. 9.4 In the event of any technical problems with the Service and/or Website, the Client shall use all reasonable endeavours to investigate and diagnose the issue before contacting healthya ConX.
5. 9.5 After making such investigations, to the extent that the Client still requires technical assistance, the Client shall contact healthya ConX's client support team via the designated support channels. healthya ConX shall provide technical support during normal business hours and emergency clinical support through designated escalation procedures.
6. 9.6 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 arising from Client's breach of these Terms, misuse of the Service, or issues with third-party PMR Systems or infrastructure.

10. NHS COMPLIANCE AND CLINICAL GOVERNANCE

1. 10.1 The Service is designed to meet NHS Compliance Standards including NHS Digital Standards, DSPT requirements, and clinical safety standards as applicable to Clinical Services.
2. 10.2 The Client acknowledges that while healthya ConX provides the platform and tools to facilitate Clinical Services, the Client retains full professional and clinical responsibility for all clinical decisions, patient care, and regulatory compliance.
3. 10.3 healthya ConX will cooperate with reasonable regulatory inspections and provide necessary compliance documentation, but the Client remains responsible for demonstrating compliance with all applicable clinical and professional standards.
4. 10.4 Any changes to NHS requirements, clinical guidelines, or regulatory standards that necessitate platform modifications may result in additional charges as agreed between the Parties.
5. 10.5 The Client must implement and maintain appropriate Clinical Governance Framework including:
   1. 10.5.1 Clinical protocols and pathways
   2. 10.5.2 Professional supervision arrangements
   3. 10.5.3 Incident reporting and management procedures
   4. 10.5.4 Continuing professional development programs
   5. 10.5.5 Patient safety monitoring
   6. 10.5.6 Compliance monitoring and audit procedures
6. If at any time healthya at its sole discretion determines or suspects misuse or attempted misuse (this includes any child accessing the app and providing personal data, without parental consent) of the Portal or any Services and/or non-compliance of these Terms and Conditions, it may deny access or refuse Services to any Customer.

11. TERMINATION

1. 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. 11.1.1 The Client fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
   2. 11.1.2 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. 11.1.3 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. 11.1.4 The Client loses its Professional Registration, pharmacy registration, or other regulatory approvals necessary for the provision of Clinical Services;
   5. 11.1.5 The Client fails to maintain required professional indemnity insurance coverage;
   6. 11.1.6 Serious clinical safety concerns arise that cannot be adequately addressed through remedial action;
   7. 11.1.7 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;
   8. 11.1.8 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;
   9. 11.1.9 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;
   10. 11.1.10 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.
2. 11.2 Without prejudice to healthya ConX's rights under these Terms should any of the circumstances specified above arise or occur, healthya ConX may in its absolute discretion suspend the provision of the Service and/or access to the Website by the Client and its Users on not less than 48 hours' notice for non-clinical issues or immediately for clinical safety concerns.
3. 11.3 On termination of the access to the Service for any reason:
   1. 11.3.1 The Client shall immediately pay to healthya ConX all outstanding unpaid invoices and interest;
   2. 11.3.2 healthya ConX shall provide by secure means to the Client a copy of its Client Data in standard export formats (CSV, HL7 FHIR, or PDF as appropriate) and will securely delete all copies of any such data held by healthya ConX (unless healthya ConX is obliged to retain copies as a matter of law) within 90 days after termination;
   3. 11.3.3 The Client and any Users shall immediately stop using the Service and any licence granted by healthya ConX shall be automatically revoked;
   4. 11.3.4 The accrued rights and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected; and
   5. 11.3.5 Any clause in these Terms which is reasonably intended to survive termination shall remain in force.
4. 11.4 Reinstatement of the provision of Service in the event of suspension shall be at the discretion of healthya ConX and may require demonstration of compliance with these Terms and applicable standards.

12. LIABILITY FOR COMMUNICATION FAILURES

1. 12.1 The Client acknowledges and agrees that the Service and Documentation are provided "as is" and, to the extent permitted by law, healthya ConX 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 Client's data.
2. 12.2 healthya ConX makes no warranty or representation that the Client's use of the Service will be uninterrupted or error-free regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet all the Client's requirements.
3. 12.3 healthya ConX expressly excludes all liability whatsoever arising from or in connection with any SMS message, email, or clinical alert 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 healthya ConX.
4. 12.4 The Client acknowledges that clinical decisions and patient safety remain solely the responsibility of appropriately qualified healthcare professionals and that the Service is a tool to facilitate, not replace, professional clinical judgment.

13. LIMITATION OF LIABILITY

1. 13.1 Save in respect of fraud, fraudulent misrepresentation, death or personal injury caused by healthya ConX's negligence, and to the maximum extent permitted by law, in no event shall healthya ConX 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, clinical negligence claims, or regulatory sanctions.
2. 13.2 If the Client suffers loss or damage as a result of healthya ConX's negligence or failure to comply with these Terms, any claim by the Client against healthya ConX will be limited in respect of any one incident, or series of connected incidents, to 125% of the maximum Fees payable by the Client during the 12 months preceding the incident (or the maximum fees paid up to the point of liability arising if the Term is less than 12 months).
3. 13.3 healthya ConX shall not be liable to the Client for:
   1. 13.3.1 Any clinical decisions made by the Client or Users;
   2. 13.3.2 Any failure to maintain Professional Registration or regulatory compliance;
   3. 13.3.3 Any breach of professional standards or clinical governance requirements;
   4. 13.3.4 Issues arising from third-party integrations including PMR Systems;
   5. 13.3.5 Patient safety issues arising from the Client's delivery of Clinical Services;
   6. 13.3.6 Regulatory sanctions or professional disciplinary action against the Client;
   7. 13.3.7 Loss or corruption of data caused by third parties or Client's own systems; or
   8. 13.3.8 Any alleged infringement based on modification to the Services by anyone other than healthya ConX or Client's use contrary to instructions.
4. 13.4 The Client assumes sole responsibility for the results obtained from the use of the Services, clinical decisions made using the platform, and compliance with all professional and regulatory standards.
5. 13.5 The Client agrees to defend, indemnify and hold healthya ConX harmless from any damages, losses, costs, expenses, and liabilities resulting from clinical decisions, professional conduct, regulatory compliance failures, or breach of these Terms.
6. 13.6 Nothing in these Terms shall exclude or limit liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability which may not be excluded by law.

14. INTELLECTUAL PROPERTY

1. 14.1 The Client acknowledges and agrees that healthya ConX owns all rights, copyright, title and interest in and to the Service, the Website, ConX Platform, and Documentation, including without limitation all Intellectual Property Rights, and such rights are protected by English and international intellectual property laws
2. 14.2 The Client shall notify healthya ConX immediately if the Client becomes aware of any claim or action of third-party infringement of healthya ConX's Intellectual Property Rights and shall assist healthya ConX in defending such claims.
3. 14.3 If any claim of intellectual property infringement is made against the Client's use of the Service, healthya ConX may at its sole option:
   1. 14.3.1 Procure for the Client the right to continue using the Service;
   2. 14.3.2 Modify the Service to avoid infringement;
   3. 14.3.3 Replace the Service with non-infringing alternatives; or
   4. 14.3.4 Terminate these Terms and refund a proportionate Fee.
4. 14.4 The Client retains ownership of all Patient Health Information and clinical records created through the Service, subject to healthya ConX's licence to use such data solely for providing the Service.

15. CONFIDENTIALITY

1. 15.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, patients, clients, suppliers, strategies, ideas, or business plans of the other Party, except as permitted by clause 15.2.
2. 15.2 Each Party may disclose the other Party's confidential information:
   1. 15.2.1 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 these Terms;
   2. 15.2.2 As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority; and
   3. 15.2.3 As may be necessary for the purposes of regulatory compliance or clinical governance.
3. 15.3 This confidentiality obligation survives termination of these Terms for a period of 7 years.

16. CLIENT DATA AND PRIVACY

1. 16.1 healthya ConX owns no right in or to Client Data which the Client transfers to healthya ConX or which is generated by the Client's use of the Services. The Client retains ownership of all Patient Health Information.
2. 16.2 healthya ConX may use the Client Data only for the purpose of providing the Services to the Client and its Users, monitoring compliance, and generating aggregated and anonymised analytics for service improvement.
3. 16.3 Following termination, healthya ConX shall provide Client Data in standard export formats and securely delete all copies within 90 days, except where required by law or where data has been aggregated and anonymised.
4. 16.4 The Parties will comply with all Applicable Data Protection Laws. healthya ConX acts as Data Processor for Patient Health Information with Client as Data Controller.
5. 16.5 A separate Data Processing Agreement governs the processing of personal data in accordance with NHS Data Security standards and UK GDPR requirements.

17. FORCE MAJEURE

1. 17.1 "Force Majeure Event" means any circumstance not within a Party's reasonable control including acts of God, natural disasters, epidemic or pandemic, terrorist attacks, civil unrest, war, government actions, cyber-attacks, or infrastructure failures.
2. 17.2 If a Party is prevented from performing its obligations by a Force Majeure Event, it shall not be in breach of these Terms provided it has notified the other Party and used reasonable endeavours to mitigate the effects.
3. 17.3 If the Force Majeure Event continues for more than 90 days, either Party may terminate these Terms by giving 30 days' written notice.

18. INSURANCE

1. 18.1 During these Terms and for a period of 12 months afterwards, healthya ConX shall maintain appropriate professional indemnity and public liability insurance policies.
2. 18.2 The Client must maintain professional indemnity insurance of not less than £10 million covering all Clinical Services provided through the Service and produce evidence of such insurance upon request.

19. GENERAL PROVISIONS

1. 19.1 The Client shall not assign, encumber or otherwise transfer its rights under these Terms without healthya ConX's prior written consent, except to an Affiliate or in connection with a merger or acquisition.
2. 19.2 Any notice given under these Terms must be in writing and sent to the addresses specified in these Terms or as subsequently notified by the Parties.
3. 19.3 These Terms constitute the entire agreement between the Parties and supersede all prior agreements and understandings relating to the subject matter.
4. 19.4 If any provision of these Terms is found unenforceable, the remainder shall continue in full force and effect.
5. 19.5 No partnership or agency relationship is created by these Terms.
6. 19.6 This Agreement is governed by English law and subject to the exclusive jurisdiction of the English courts.
7. 19.7 The Contracts (Rights of Third Parties) Act 1999 does not apply to these Terms.

20. PROFESSIONAL AND REGULATORY COMPLIANCE

1. 20.1 The Client warrants that it holds and will maintain all necessary Professional Registration, pharmacy registration, premises licences, and regulatory approvals required for the provision of Clinical Services.
2. 20.2 The Client must notify healthya ConX immediately of any regulatory investigations, sanctions, changes to Professional Registration status, or loss of regulatory approvals
3. 20.3 healthya ConX reserves the right to suspend services pending resolution of any regulatory compliance issues or professional conduct concerns.
4. 20.4 The Client acknowledges that it remains subject to all applicable professional standards, codes of conduct, and regulatory requirements when using the Service.

21. DATA SECURITY AND PROTECTION

1. 21.1 Both Parties shall implement and maintain appropriate technical and organisational measures to protect Personal Data and Patient Health Information in accordance with NHS Compliance Standards.
2. 21.2 The Client must complete and maintain DSPT compliance where applicable and notify healthya ConX of any data security incidents.
3. 21.3 International data transfers are protected by appropriate safeguards including Model Contract Clauses where required.
4. 21.4 healthya ConX uses approved Sub processors including AWS for hosting, all of whom are subject to appropriate data protection agreements.

22. CLINICAL SERVICES, PROFESSIONAL RESPONSIBILITY AND LIABILITY EXCLUSIONS

1. Clinical Services Facilitation
2. 22.1 Nature of Service: healthya ConX provides a digital platform that facilitates Clinical Services delivery between independent healthcare professionals and patients. healthya ConX does not provide, deliver, or participate in Clinical Services directly. The Service acts solely as a technological facilitator enabling communication, documentation, and administrative support between independent clinicians and their patients.
3. 22.2 Independent Clinician Network: All clinicians accessing the Service, including those contracted to provide consultation review services, prescribing services, or clinical support, are independent healthcare professionals operating under their own Professional Registration, clinical governance, and professional indemnity arrangements.
4. 22.3 Clinical Review Services: Where healthya ConX facilitates consultation review services whereby completed assessments may be submitted to independent prescribing clinicians for review and potential prescribing decisions, such services are provided by independent clinicians contracted to healthya ConX who assume full clinical and professional responsibility for their clinical decisions.
5. Professional Competency and Regulatory Compliance
6. 22.4 Competency Requirements: All Users providing Clinical Services through the platform must:
   1. 22.4.1 Operate strictly within their scope of practice and professional competencies as defined by their respective regulatory bodies;
   2. 22.4.2 Comply with all guidance, standards, and requirements issued by the GMC, GPhC, NMC, or other relevant professional regulatory bodies;
   3. 22.4.3 Maintain current and valid Professional Registration throughout their use of the Service;
   4. 22.4.4 Ensure they possess appropriate qualifications, training, and competency for all Clinical Services they deliver or facilitate;
   5. 22.4.5 Decline to provide services that fall outside their scope of practice or competency
7. 22.5 Regulatory Compliance Obligation: Each clinician User warrants that they will:
   1. 22.5.1 Adhere to all applicable professional standards, codes of conduct, and clinical guidelines;
   2. 22.5.2 Comply with NHS Clinical Governance requirements where applicable;
   3. 22.5.3 Follow appropriate prescribing frameworks including PGDs, clinical protocols, and NICE guidance;
   4. 22.5.4 Maintain appropriate continuing professional development and competency assessments;
   5. 22.5.5 Report any concerns regarding patient safety or clinical governance to appropriate authorities.
8. Prescriber Declarations and Responsibilities
9. 22.6 Prescriber Declaration: By proceeding with any prescribing decision through the Service, each prescribing clinician confirms and declares that:
   • "I confirm that I have independently assessed the clinical suitability of this medication for the patient, reviewed the accuracy and completeness of the Patient Suitability Questionnaire (PSQ), and judged that a repeat supply is safe. I further confirm that this decision aligns with current clinical guidelines, the scope of this service, and that the anticipated benefit outweighs the clinical risk. I accept full clinical responsibility for this prescription."
10. 22.7 Prescribing Clinician Responsibility and Indemnity: All prescribing clinicians using the healthya ConX platform acknowledge and accept full clinical responsibility for any medication approved, supplied, or recommended via the system. By authorising a prescription through the platform, the prescribing clinician confirms the following:
    1. 22.7.1 They have personally and independently assessed the clinical suitability of the proposed treatment;
    2. 22.7.2 They have reviewed and verified the accuracy and completeness of the Patient Suitability Questionnaire (PSQ) responses;
    3. 22.7.3 They are satisfied that any repeat supply is clinically appropriate and safe;
    4. 22.7.4 They have determined that the anticipated clinical benefit outweighs any potential risk, and that the decision is in accordance with all relevant clinical guidelines, Patient Group Directions (PGDs), or other appropriate prescribing frameworks;
    5. 22.7.5 The prescribed medication falls within the approved scope of the service and is issued under their authority as a qualified, registered, and appropriately indemnified healthcare professional;
    6. 22.7.6 They assume full legal and professional responsibility for all clinical decisions and outcomes arising from the use of the platform.
11. Clinical Liability Exclusions
12. 22.8 No Clinical Participation: healthya ConX acts solely as a digital facilitation tool and does not participate in, influence, endorse, or make clinical decisions. All clinical judgments, treatment decisions, prescribing choices, and patient care determinations are made exclusively by independent healthcare professionals.
13. 22.9 Exclusion of Clinical Liability: To the fullest extent permitted by law, healthya ConX excludes all liability for:
    1. 22.9.1 Clinical decisions made by any healthcare professional using the Service;
    2. 22.9.2 Any failure to maintain Professional Registration or regulatory compliance;
    3. 22.9.3 Any breach of professional standards or clinical governance requirements;
    4. 22.9.4 Issues arising from third-party integrations including PMR Systems;
    5. 22.9.5 Patient safety issues arising from the Client's delivery of Clinical Services;
    6. 22.9.6 Regulatory sanctions or professional disciplinary action against the Client;
    7. 22.9.7 Loss or corruption of data caused by third parties or Client's own systems; or
    8. 22.9.8 Any alleged infringement based on modification to the Services by anyone other than healthya ConX or Client's use contrary to instructions.
14. 22.10 Professional Indemnity Requirements: Each clinician User must maintain appropriate professional indemnity insurance covering all Clinical Services delivered through the platform. Such insurance must:
    1. 22.10.1 Provide minimum coverage of £10 million for clinical negligence claims;
    2. 22.10.2 Cover all forms of clinical activity conducted through digital platforms;
    3. 22.10.3 Include coverage for prescribing decisions and medication-related claims;
    4. 22.10.4 Remain current and valid throughout the User's access to the Service.
15. Platform Technology Disclaimers
16. 22.11 Technology Limitations: The Client and Users acknowledge that:
    1. 22.11.1 The Service is a technological platform and not a medical device or clinical decision support system;
    2. 22.11.2 Any clinical pathways, protocols, or guidance within the platform are for reference only and do not constitute medical advice;
    3. 22.11.3 Clinicians must exercise independent clinical judgment and not rely solely on platform-generated information;
    4. 22.11.4 The platform does not validate the accuracy of clinical information inputted by Users;
    5. 22.11.5 Technical failures, system downtime, or data inaccuracies do not diminish clinician professional responsibilities.
17. 22.12 Clinical Data Accuracy: healthya ConX makes no warranties regarding:
    1. 22.12.1 The accuracy, completeness, or reliability of Patient Health Information entered by Users;
    2. 22.12.2 The clinical appropriateness of treatment decisions made using the platform;
    3. 22.12.3 The suitability of clinical pathways or protocols for specific patients;
    4. 22.12.4 The currency or applicability of clinical guidelines referenced within the Service.
18. Indemnification by Clinical Users
19. 22.13 Clinical User Indemnity: Each User providing Clinical Services agrees to indemnify and hold harmless healthya ConX, its directors, employees, contractors, and affiliates against:
    1. 22.13.1 All claims arising from their clinical decisions, professional conduct, or patient care;
    2. 22.13.2 Regulatory sanctions, professional disciplinary action, or licensing issues;
    3. 22.13.3 Patient safety incidents or adverse clinical outcomes;
    4. 22.13.4 Breach of professional standards, clinical guidelines, or regulatory requirements;
    5. 22.13.5 Failure to maintain appropriate Professional Registration or insurance coverage;
    6. 22.13.6 All costs, damages, legal fees, and expenses arising from clinical negligence claims
20. 22.14 Third-Party Clinical Services: Where healthya ConX contracts with independent clinicians to provide consultation review or prescribing services:
    1. 22.14.1 Such clinicians operate as independent contractors, not employees or agents of healthya ConX;
    2. 22.14.2 Each clinician assumes full professional and clinical liability for their services;
    3. 22.14.3 healthya ConX's role is limited to facilitating access to such independent clinicians;
    4. 22.14.4 Clients engaging such services do so at their own risk and must satisfy themselves as to clinician qualifications and competency.
21. Medical Disclaimer
22. 22.15 General Medical Disclaimer: The Service and any information provided through the platform:
    1. 22.15.1 Are for administrative and facilitation purposes only and do not constitute medical advice;
    2. 22.15.2 Should not be used as a substitute for professional medical consultation, diagnosis, or treatment;
    3. 22.15.3 Do not establish any doctor-patient relationship between healthya ConX and any patient;
    4. 22.15.4 Must not be relied upon for medical decisions without appropriate clinical assessment by qualified healthcare professionals.
23. 22.16 Emergency Situations: The Service is not designed for emergency medical situations. Users and patients must be directed to contact emergency services (999) or attend emergency departments for urgent medical care.
24. Regulatory and Professional Oversight
25. 22.17 Professional Accountability: All clinical Users remain subject to:
    1. 22.17.1 Oversight and regulation by their respective professional regulatory bodies;
    2. 22.17.2 Clinical governance requirements of their employing organisations;
    3. 22.17.3 NHS performance management and quality assurance processes where applicable;
    4. 22.17.4 Professional revalidation and competency assessment requirements.
26. 22.18 Regulatory Cooperation: healthya ConX will cooperate with appropriate regulatory investigations concerning clinical Users, but such cooperation does not constitute acceptance of clinical liability or responsibility for clinical decisions made by independent healthcare professionals.
27. Survival of Clinical Liability Provisions
28. 22.19 Survival: All provisions relating to clinical liability exclusions, professional responsibility, and User indemnification obligations survive termination of these Terms for a period of 10 years, reflecting the potential limitation periods for clinical negligence claims.

23. ANTI-BRIBERY AND COMPLIANCE

1. 23.1 Both Parties warrant compliance with the Bribery Act 2010 and all applicable anti-corruption legislation.
2. 23.2 Neither Party shall engage in any activity that could constitute bribery or corruption in connection with this Agreement.

24. CLINICAL SAFETY AND GOVERNANCE

1. 24.1 The Client acknowledges that clinical safety is paramount and agrees to implement and maintain robust Clinical Governance Framework throughout the Term.
2. 24.2 All clinical decisions and patient care delivered through the Service remain under the professional responsibility of appropriately qualified and registered healthcare professionals.
3. 24.3 The Client must implement appropriate incident reporting procedures and notify healthya ConX of any serious clinical incidents or patient safety concerns.
4. 24.4 healthya ConX may suspend access to Clinical Services if serious patient safety concerns arise that cannot be adequately addressed.

25. SURVIVAL

1. 25.1 Clauses relating to confidentiality, data protection, intellectual property, limitation of liability, professional obligations, clinical governance, and governing law survive termination of this Agreement.

26. CONTACT DETAILS

1. If you have any questions about these Terms of Service, please email us at: legal@healthya.co.uk
2. healthya ConX powered by ADDVantage Digital Solutions Ltd
3. Company Registration: 07112339
4. Registered Office: Clive House, Clive Street, Bolton, BL1 1ET
5. Telephone: 0208 016 6020
6. Email: hello@healthya.co.uk