SUPPLIER:
X-ON Health Limited a company registered in England and Wales with company number 02578478 with registered office at Glebe Farm Down Street, Dummer, Basingstoke, Hampshire, England, RG25 2AD (“X-on”).
TERMS & CONDITIONS OF THE FREE TRIAL PERIOD
1. Purpose
The purpose of the free trial is to enable the Customer to evaluate the Services effectiveness and utility in a real-world clinical setting.
2. Free trial period
X-on will provide the Services to the Customer free of charge for the period of 3 calendar months from the date of installation. This may be extended by mutual agreement.
Upon expiry of the free trial period, the Services provided under these terms will automatically terminate and the Customer’s right to access and use the Services shall cease, unless the Customer has agreed to the terms of a Subscription Agreement. In such event, the terms of the Subscription Agreement shall automatically apply to the Customer’s use of the Services from the date agreed between the parties.
3. Obligations of the Parties
X-on’s Obligations:
• Provide the Services to the Customer using reasonable skill and care.
• Deliver training on the Services.
• Provide in-hours support and assistance as required during normal office hours.
• X-on will monitor and record activity related to the use of the Services.
Customer’s Obligations:
• Use the Services regularly.
• Provide regular feedback on the progress of the evaluation of the Services and if available, provide supporting patient feedback on the Services.
• The Customer shall not permit any third party other than its employees to access or use the Services without X-on’s prior written approval.
• The Customer shall not, during the free trial period, access, store, distribute, or transmit any viruses or material that is unlawful, offensive, discriminatory, facilitates illegal activity, depicts sexually explicit content, promotes violence, or may cause harm or injury to any person or property. X-on may, without liability, suspend or disable access to any material that breaches this clause 3.
4. Evolution of the Services
The specification of the Services, the features and design may be modified by X-on at any time during the free trial period based on feedback received from users.
5. Confidentiality
Each party undertakes that it shall not at any time disclose to any confidential information concerning the free trial period, business, affairs, customers, clients, patients, or suppliers of the other party, except as permitted by this clause 5.
Each party may disclose the other party’s confidential information:
(a) 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 or in connection with these terms. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 5; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party may use any other party’s confidential information for any purpose other than to perform its obligations under or in connection with these terms.
6. Compliance
During the free trial period, the Services shall materially comply with all applicable laws, regulations, and standards, including but not limited to the UK General Data Protection Regulation, the Data Protection Act 2018, and healthcare-specific requirements applicable to providers of Ambient Voice Technology such as those mandated by the Medicines and Healthcare products Regulatory Agency.
In the event that the Services are found to be in breach of or non-compliant with any applicable law or regulation, X-on may temporarily suspend the Customer’s access to and use of the Services and shall promptly undertake all reasonable corrective actions necessary to remedy the default and restore compliance. Provided that X-on restores compliance in a timely manner, the Customer agrees not to initiate any legal action or claim for damages arising solely from such breach or non-compliance.
The Trust Centre on X-on’s website provides up to date details of its regulatory compliance and standards. During the free trial period, X-on shall implement and maintain these technical and organisational security measures and shall process any personal or sensitive data only in accordance with its data protection policies and procedures.
7. Information Governance and Data Protection
The Information and Data Schedule for Surgery Insight accessed via X-on’s Trust Centre website contains the mandatory clauses required by Article 28(3) of the UK GDPR and the General Data Protection Regulation ((EU) 2016/679) for contracts between controllers and processors, including the role of Tortus AI as sub-processor.
8. Data Responsibility
The Customer is solely responsible for the accuracy, legality, security and integrity of any data entered into or created by the Services during the free trial period. X-on accepts no liability for any claims arising in relation to customer or patient data, except where it is proven to be in material breach of these terms, or to have acted grossly negligent.
9. No Advice
The Services do not provide medical or other professional advice and is intended to be used by the Customer’s qualified healthcare professionals.
The Customer shall not rely on the Services for any primary diagnosis, treatment decision or clinical judgment. All such decisions must be made exclusively by the Customer’s qualified healthcare professionals based on their own expertise and judgment.
X-on disclaims any and all liability for any loss, damage, claim or expense arising from the Customer’s use of the Services. The Customer remains fully responsible for ensuring that any patient care decisions comply with applicable medical standards and regulations.
10. No Warranty
The Services are provided “as is” and “as available” without any warranties of any kind, express or implied. X-on disclaims all warranties, including but not limited to satisfactory quality, fitness for a particular purpose, and non-infringement.
11. Limitation of Liability
To the fullest extent permitted by law, X-on shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, goodwill, use, data, or other intangible losses, resulting from:
(a) the Customer’s use or inability to use the Services;
(b) any unauthorised access to or alteration of the Customer’s data, or the Customer’s patient’s data;
(c) any content of any third party in the Services.
Subject to the cap below, X-on shall remain liable for direct damages proven to result from its material breach and/or gross negligence of these terms, except where such limitation is not permitted by law.
To the fullest extent permitted by law, X-on’s total aggregate liability arising out of or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £6,000.
Nothing in this clause 11 shall limit or exclude X-on’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be lawfully excluded or limited.
12. Intellectual Property
All intellectual property rights in the Services and its content remain the exclusive property of X-on (and any licensors, as applicable).
No rights are granted to the Customer other than a temporary, non-exclusive, non-transferable licence to use the Services for evaluation purposes only.
13. Termination
Either party may terminate these terms with immediate effect at any time during the free trial period for any reason, or no reason at all, by providing written notice to the other party.
Either party may terminate these terms with immediate effect by giving written notice to the other party if the other party commits a material breach of any of these terms and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so.
X-on reserves the right to terminate or suspend access to the Services at any time, without notice, for any reason, including but not limited to misuse or breach of these terms.
Upon any such termination under this clause 13 the Customer’s right to access and use the Services shall immediately cease, and neither party shall have any further obligation or liability under these terms, except as expressly provided herein.
14. Assignment
X-on may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these terms, provided that it gives prior written notice of such dealing to the Customer.
The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these terms.
15. Variation
X-on reserves the right to vary, amend, or modify these terms by providing the Customer with not less than one (1) month’s written notice of such variation. Any variation shall take effect at the end of the notice period.
16. Entire Agreement
These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.
17. Governing Law
These terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising in connection with these terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.