Terms

CLEVER CLINIC

LICENCE AGREEMENT

BY DOWNLOADING THE APPLICATION, THE CUSTOMER AGREES TO THE TERMS OF THIS LICENCE AGREEMENT, WHICH WILL BIND THE CUSTOMER.

CONTENTS

CLAUSE

1. Licence

2. Operating System requirements

3. Licence Restrictions

4. Updates to the App

5. Data Protection

6. Confidentiality and publicity

7. Support

8. Limits of liability

9. Intellectual property rights

10. Duration and termination

11. Waiver

12. Remedies

13. Entire Agreement

14. Variation

15. Severance

16. Third-party rights

17. No partnership or agency

18. Force majeure

19. Notices

20. Governing law and jurisdiction

21. Interpretation

SCHEDULE

Schedule 1 App

Schedule 2 Support

Schedule 3 Data Protection

ANNEX

Annex A

This Agreement is entered into by and between Clever Technologies Limited, with offices at Albert House, South Esplanade, St Peter Port, Guernsey GY1 1AJ ("Supplier") and the entity agreeing to this Agreement ("Customer"). The Supplier is willing to license the Customer to use the App on the terms set out in this Agreement, which govern the Customer's access to and use of the App. This Agreement is effective as of the date you click the acceptance button (the "Effective Date"). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (1) you have full legal authority to bind your employer or the applicable entity to this Agreement; (2) you have read and understand this Agreement; and (3) you agree on behalf of the party that you represent to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity please do not click the acceptance button.

AGREED TERMS

1. Licence

In consideration for the Customer agreeing to abide by the terms of this Agreement, the Supplier grants to the Customer a non-exclusive, non-transferable licence to use the App.

2. Operating System Requirements

2.1 Where the App is accessed using a mobile device, such device must run iOS 12 or above and should have a minimum of 1GB of available storage.

2.2 The Customer may also access the App using the following browsers:

  • (a) Internet Explorer [v 11];
  • (b) Microsoft Edge [44.18362.387.0];
  • (c) Google Chrome [77.0.3865.90]; and
  • (d) Firefox [69.0.1].

3. Licence Restrictions

3.1 For the purposes of clause 1, use of the App shall be restricted to use of the App in object code form for the purpose of processing the Customer's data for the normal business purposes of the Customer (which shall not include allowing the use of the App by, or for the benefit of, any person other than Customer Personnel).

3.2 For the purposes of clause 3.1, "use of the App" means downloading or streaming the App onto a computer or device and viewing, using and displaying the App on such computer or device.

3.3 The Customer may not use the App other than as specified in clause 1 and clause 3.1 without the prior written consent of the Supplier, and the Customer acknowledges that fees may be payable on any change of use approved by the Supplier.

3.4 The Customer shall not:

  • (a) use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App;
  • (b) infringe our Intellectual Property Rights or those of any third party in relation to its use of the App, including by the submission of any material;
  • (c) transmit any material that is defamatory, offensive or otherwise objectionable in relation to its use of the App; or
  • (d) use the App in a way that could damage, disable, overburden, impair or compromise the Supplier's systems or security or interfere with other users.

3.5 The Customer may use any Documentation to support the Customer's permitted use of the App.

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

3.7 The Customer may not use any such information provided by the Supplier or obtained by the Customer during any such reduction permitted under clause 3.6 to create any App whose expression is substantially similar to that of the App nor use such information in any manner which would be restricted by any copyright subsisting in it.

3.8 The Customer shall not:

  • (a) sub-license, assign or novate the benefit or burden of this Agreement in whole or in part;
  • (b) rent, lease, sub-license, loan, provide or otherwise make available, the App in any form, in whole or in part;
  • (c) allow the App to become the subject of any charge, lien or encumbrance;
  • (d) copy the App or Documentation except as part of the normal use of the App; or
  • (e) deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier.

3.9 Subject to Schedule 3 paragraph 11, The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement.

3.10 Notwithstanding clause 6, a party assigning any or all of its rights under this Agreement may disclose to a proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 3.10 shall be made until notice of the identity of the proposed assignee has been given to the other party.

3.11 The Customer shall:

  • (a) keep a complete and accurate record of the Customer's copying and disclosure of the App and its users, and produce such record to the Supplier on request from time to time; and
  • (b) notify the Supplier as soon as it becomes aware of any unauthorised use of the App by any person.
  • (c) at the Supplier's discretion, pay, for broadening the scope of the licences granted under this Agreement to cover the unauthorised use.

3.12 The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment or devices located there) at or on which the App is being kept or used, and have access to any records kept in connection with this Agreement, for the purposes of ensuring that the Customer is complying with the terms of this Agreement, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

3.13 The Customer shall comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App.

4. Updates to the App

4.1 The Supplier may automatically update, or require the Customer to automatically update, the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

4.2 If the Customer does not install such updates or opts out of automatic updates, the Customer may not be able to continue using the App.

5. Data Protection

5.1 Each party agrees to comply with the terms of Schedule 3.

6. Confidentiality and publicity

6.1 Each party shall, during the term of this Agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

6.2 The Customer shall not make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

7. Support

7.1 During the Term, the Supplier shall use reasonable endeavours to provide or procure support for the App as set out in Schedule 2.

7.2 Notwithstanding clause 7.1, the Supplier does not warrant that the use of the App will be uninterrupted or error-free or that it will meet any Heightened Cybersecurity Requirements. The Customer shall back up any content and data used in connection with the App to protect itself in case of problems with the App.

7.3 In addition to the support as set out in Schedule 2, the Customer may engage the Supplier to carry out any on-site or additional support the Customer may require in respect of the App. Where the Customer requests such support, the Supplier shall provide the Customer with a quote for providing such support.

8. Limits of liability

8.1 Nothing in this Agreement shall limit or exclude the Supplier's liability:

  • (a) for any Loss to the extent it is caused by fraud, dishonesty or deceit;
  • (b) for death or personal injury caused by its (or its agents') negligence; or
  • (c) that may not otherwise be limited or excluded by law.

8.2 Except as set out in clause 8.1, clause 7 and Schedule 2 constitute the Customer's exclusive remedy and the Supplier's only liability, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of, or in relation to, this Agreement. Without prejudice to the foregoing, the Supplier shall not be liable for:

  • (a) any loss of profit;
  • (b) loss of goodwill;
  • (c) loss of further business; or
  • (d) any indirect or consequential losses (including where such loss or damage is of the type specified in clauses 8.2(a) to 8.2(c).

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

8.4 The App or the Documentation shall not be regarded as providing:

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

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

8.6 The Supplier shall not be liable for the Customer's or the Customer Personnel's use of the App or the Documentation as a result of or in connection with:

  • (a) the provision of any medical treatment or advice by the Customer or the Customer Personnel; or
  • (b) the obtaining of any person's consent to any medical treatment; or
  • (c) the keeping of records for medical, tax, accounting or any other purpose.

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

  • (a) for the provision of any medical treatment or advice by the Customer or the Customer Personnel; or
  • (b) the obtaining of any person's consent to any medical treatment; or
  • (c) the keeping of records for tax, accounting or any other purpose in connection with the Customer's business.

8.8 The Customer acknowledges that any Open-Source Software provided by the Supplier is provided "as is" and is expressly subject to the disclaimer in clause 8.9.

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

9. Intellectual property rights

The Customer acknowledges that all Intellectual Property Rights in the App belong to the Supplier or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the App other than the right to use it in accordance with the terms of this Agreement. The customer shall not remove or modify any supplier markings or Intellectual Property Rights displayed in the App, or otherwise use Supplier Intellectual Property Rights without the express permission of Supplier.

10. Duration and termination

10.1 Without prejudice to any other rights or remedies, the Supplier may terminate this Agreement:

  • (a) for convenience in whole or in part by giving not less than 1 month written notice to the Customer; and
  • (b) with immediate effect by giving written notice to the Customer if the Customer commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so.

10.2 For the purposes of Clause 10.1(b), a breach of Clause 3.3 shall be considered (without limitation) an irremediable breach.

10.3 The Customer may terminate this Agreement for convenience by giving not less than 1 month's written notice to the Supplier.

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

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

10.6 On termination for any reason:

  • (a) all rights granted to the Customer under this Agreement shall cease;
  • (b) the Customer shall cease all activities authorised by this Agreement; and
  • (c) the Customer shall delete or remove the App from all devices in its possession and immediately destroy all copies of the App and, if requested by the Supplier, confirm compliance with this clause 10.6.

11. Waiver

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

12. Remedies

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

13. Entire Agreement

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

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

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

14. Variation

14.1 The Supplier may vary the terms of this Agreement to reflect changes in law or best practice or to deal with additional features which the Supplier introduces.

14.2 The Supplier will give the Customer notice of any change.

14.3 If the Customer does not accept the changes notified in accordance with clause 14.2, the Customer may not be permitted to continue to use the App.

15. Severance

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

15.2 If any provision or part-provision of this Agreement is deemed deleted under clause 15.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. Third-party rights

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

17. No partnership or agency

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

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

18. Force majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

19. Notices

19.1 All notices must be in English, in writing and addressed to the other party’s primary contact. Notice can be by email and will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). For the purposes of this clause 19.1, the Supplier's primary contacts shall be legal@cleverclinic.co.uk.

19.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

20. Governing law and jurisdiction

20.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

21. Interpretation

21.1 The definitions and rules of interpretation in this clause apply in this Agreement.

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

App: the Clever Clinic® application as described in Schedule 1 and any updates or supplements to it.

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

Data Protection Laws: the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 ("GDPR") and any associated regulations or instruments and any other data protection laws, regulations, regulatory requirements and codes of practice applicable to the Supplier's provision of the App.

Documentation: any electronic documentation related to the App.

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

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

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

  • (a) circumventing authentication mechanisms;
  • (b) unauthorised access, including using credentials belonging to another person;
  • (c) Deliberately inputting unexpected or incorrect data in order to gain a specific outcome;
  • (d) hacking, cracking, pirating, or otherwise modifying the code or compiled binary of the App;
  • (e) running the App on a “jailbroken” device; or
  • (f) exploiting a bug in the system to gain an unintended outcome, or perform an unintended task or action.

Open-Source Software: open-source App as defined by the Open Source Initiative (http://opensource.org) or the Free App Foundation (http://www.fsf.org).

21.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

21.3 Unless the context otherwise requires:

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

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

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

21.6 References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

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

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

Schedule 1 App

The App consists of the Clever Consult, Clever Compliance and Clever Care applications, the end-to-end platform that centralises client consultation reports, medical records, consent forms and booking management with the aim of lessening the administrative burden for medical practitioners.

The specification contained in this Schedule 1 is not exhaustive and new features and functions maybe added to, or removed from, the App from time to time.

Schedule 2 Support

The Supplier shall use reasonable endeavours to provide or procure the following support:

  • a telephone support service open 09:00 till 17:00 Monday to Friday (excluding public holidays in the UK and Channel Islands) on 0808 169 1650 that will include technical queries, onboarding support and system access matters;
  • email support at support@cleverclinic.co.uk;
  • help guides;
  • walk-through videos;
  • frequently asked questions documentation; and
  • access to events and webinars as they may become available.

For additional chargeable services, including but not limited to on-site support, please email support@cleverclinic.co.uk.

Schedule 3 Data Protection

1. In this Schedule 3 the terms "Personal Data", "Data Processor", "Data Subject", "process", "Data Controller" and "Data Concerning Health" are as defined in the Data Protection Laws.

2. The Customer shall be the Data Controller and the Supplier shall be the Data Processor in respect of Personal Data processed by the Supplier on the Customer's behalf in performing its obligations under this Agreement.

3. The Customer shall be solely responsible for determining the purposes for which and the manner in which Personal Data are, or are to be, processed.

4. The Customer shall:

  • (a) where applicable, obtain the appropriate level of consent from Data Subjects to allow the Supplier to process the Personal Data, including Data Concerning Health; and
  • (b) comply with the requirements of the Data Protection Laws applicable to Data Controllers in relation to its processing of Personal Data (including, without limitation, by implementing and maintaining at all times all appropriate technical and organisational security measures and complying with applicable transparency requirements), and shall not knowingly do anything or permit anything to be done which might lead to a breach by the Supplier of Data Protection Laws.

5. Where the Supplier processes Personal Data on behalf of the Customer, the Supplier shall, in respect of such Personal Data:

  • (a) act only on written instructions and directions from the Customer and shall comply promptly with all such reasonable instructions and directions received from the Customer from time to time;
  • (b) notify the Customer if, in the Supplier's opinion, any instruction or direction from the Customer infringes the Data Protection Laws or other applicable European Union or Member State data protection law;
  • (c) not process Personal Data for any purpose other than for the provision of the App to the Customer and only to the extent reasonably necessary for the performance of this Agreement;
  • (d) not disclose Personal Data to any employee, director, agent, contractor or affiliate of the Supplier or any third party except as necessary for the provision of the App, to comply with applicable laws or with the Customer's prior written consent;
  • (e) implement all necessary and appropriate technical and organisational measures:
    • (i) to protect the security and confidentiality of Personal Data processed by the Supplier in providing the App; and
    • (ii) to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, access, or processing; and
    • (iii) as required under Data Protection Laws, including without limitation Article 32 of the GDPR; and
  • (f) notify the Customer as soon as reasonably practicable of any request made by a Data Subject under Data Protection Laws in relation to or in connection with Personal Data processed by the Supplier on behalf of the Customer and the Customer shall handle such request. The Supplier shall at all times cooperate with and assist the Customer to ensure its compliance with its obligations under the Data Protection Laws in relation to such Data Subject requests.; and
  • (g) process the Personal Data in accordance with the specified duration, purpose, type and categories of data subjects as set out in Annex A to this Schedule 3.

6. The Supplier shall, promptly upon becoming aware, notify the Customer in writing of any actual or suspected accidental, unlawful or unauthorised destruction, loss, alteration, access to, disclosure of, or processing of Personal Data ("Incident"), and such notice shall include reasonable details of the Incident. The Supplier shall co-operate fully with any investigation regarding the Incident and take all necessary measures to limit further unauthorised disclosure of or unauthorised processing of Personal Data in connection with the Incident.

7. The Supplier shall cooperate with the Customer and provide such reasonable assistance as the Customer requires in relation to any complaints made by Data Subjects or investigations or enquiries made by any data protection authority or other regulator relating to the Customer's or the Supplier's obligations under the Data Protection Laws.

8. If requested by the Customer, Supplier shall provide reasonable assistance to the Customer in ensuring the Customer's compliance with its obligations under Articles 32 to 36 of the GDPR, taking into account the nature of processing by, and information available to, Supplier.

9. The Supplier shall: (a) make available to the Customer all information necessary to demonstrate Supplier's compliance with this Schedule 1; and (b) permit the Customer (or an independent third party acting on the Customer's behalf), on one occasion in any twelve (12) month period only, to perform an audit strictly limited to Supplier's arrangements for complying with this Schedule 3, provided that such audit is carried out during the normal business hours and that the Customer (or the relevant third party conducting such an audit) gives the Supplier a reasonable period of notice before carrying out the audit.

10. The Supplier's subcontractors may export Personal Data outside the European Economic Area. The Supplier shall procure that such subcontractors procures that the recipients of such Personal Data provide an adequate level of protection for such Personal Data as required by Data Protection Laws.

11. The Customer authorises the use of subcontractors engaged by Supplier in relation to the processing of Personal Data on the Customer's behalf for the provision of the App under this Agreement. The Supplier remains responsible and liable for any acts or omissions of its subcontractors. The Supplier shall execute a written contract with the subcontractor which contains terms for the protection of Personal Data which are no less protective than the terms set out in this Schedule 3. The Supplier may remove, replace or appoint suitable and reliable further subcontractors provided that: (i) Supplier notifies the Customer in advance of any changes; (ii) the Customer does not object to the replacement or new subcontractor; and (iii) Supplier complies with the requirements of this paragraph 1.10 in respect of such subcontractors.

12. The Supplier shall ensure that any of the Supplier's personnel with access to Personal Data are bound by confidentiality obligations in respect of access, use or processing of such Personal Data.

13. On termination or expiry of this Agreement, at the Customer's request, the Supplier shall delete or return to the Customer all Personal Data processed on behalf of the Customer, and the Supplier shall delete existing copies of such Personal Data except where necessary to retain such Personal Data strictly for the purposes of compliance with applicable laws.

14. The Supplier shall at all times comply with Data Protection Laws in connection with performance of its obligations under this Agreement.

15. The Supplier shall not do or cause or permit to be done anything within its knowledge or control which may cause the Customer to be in breach of Data Protection Laws.

16. This Schedule 3 shall survive termination or expiry of this Agreement.

Annex A

Categories of Data Subjects

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

Subject-matter of the Processing

To provide technical support for the Customer's use of the App

Nature and purpose of the Processing

To provide technical support for the Customer's use of the App

Type of Personal Data

Name, gender, date of birth, home address, business address, email address, telephone number

Special categories of Personal Data

Data concerning health

Duration of Processing

The Term, except where necessary to retain Personal Data thereafter strictly for the purposes of compliance with applicable laws in accordance with paragraph 13 of Schedule 3.