Terms of Use

For the purposes of these Terms of use:

Development Pack: means a collection of information, tools and utilities a supplier will need to integrate with the Medical Interoperability Gateway (MIG).

OpenHR schema: means the structured xml format made available by a third party licensor, EMIS Health, to represent patient data.  This has been adopted by HGL as the standard for data representation. Use of the OpenHR schema is subject to your acceptance of the relevant terms of use (Annex A).

These Terms of Use (and the documents referred to herein) govern the relationship between Healthcare Gateway Limited (Co. No. 7294359) (“HGL”, “our” or “we”) and you, being the organisation (which may be a company or some other legal entity) seeking to access and use our Development Pack and/or the OpenHR schema (“you”) and (if accredited) to use our solution. For the avoidance of doubt, we do not generally grant access to use our Development Pack (or to use our solution) to anyone on a personal or individual basis – if you are an individual seeking to register with our site on your own behalf then please contact us in the first instance to discuss your requirements.

These Terms of Use (together with the documents referred to herein, including our confidentiality policy and privacy policy) set out the terms on which you may make use of our Development Pack, the OpenHR schema and (if accredited) the Medical Interoperability Gateway (the “MIG”). These Terms of Use apply from the moment of registration (or, if earlier, any access to or use of the Development Pack or OpenHR schema). Use of our Development Pack or the OpenHR schema includes accessing, reviewing, or registering to gain access to the Development Pack or schema.

Please read these Terms of Use carefully (in particular section 4 which details our liability) before you start to use our Development Pack or the OpenHR schema and (if accredited) before you use the MIG. We recommend that you print a copy of these Terms of Use for your future reference (though note that these Terms of Use are subject to being updated and revised from time to time and so you should check this site on a regular basis).

By registering with our site in order to gain access to our Development Pack or the OpenHR schema (and (if accredited) to use the MIG) you confirm that you accept these Terms of Use and that you agree to comply with them. In addition, the individual registering on your behalf themselves warrants that they have the necessary authority to be able to act on your behalf.

If you do not agree to these Terms of Use, you must not access, or use, our site, the Development Pack, the OpenHR schema or the MIG.

We will undertake a review of your registration and will determine, at our sole discretion, whether we wish to grant you any further access to our Development Pack and/or the OpenHR schema.  If your registration is accepted we will then grant access to our Development Pack and the OpenHR schema (and any use of the same is subject to these Terms of Use). If your registration is not accepted then you will not be permitted to access our Development Pack (or the OpenHR schema via our site).  For the avoidance of doubt, once your registration has been accepted we may (at our discretion) nevertheless suspend or remove your access to our site (and your right to use our Development Pack or the OpenHR schema) at any time

1. Use of the Development Pack

a) Your access to, and use of, the Development Pack is subject to your compliance with the following terms.

b) The Development Pack and the associated test system are available for use in their current state.

c) We have no obligation to support or monitor the test system being used for integration.

d) The Development Pack (and any associated test system) are provided on an ‘as is’ basis with no warranties or representations as to their performance or otherwise. Save as expressly provided for in these Terms of Use, no representations, conditions, warranties or other terms of any kind are given in respect of the Development Pack (and/or any associated test system), and all statutory warranties and conditions are excluded to the fullest extent possible.

e) The Development Pack and associated test system are intended to be used for integration with the MIG for use of HGL’s services and testing the successful integration in order to complete accreditation (as detailed below). It is not intended for use in a live environment and should not be used for any clinical or medical purpose (and where being used for test purposes you shall ensure that appropriate alternative and back-up facilities are in place).

f) In relation to the Development Pack (and any associated test system), you shall:

  • not adjust, repair or maintain the Development Pack and you shall not request, permit or authorise anyone other than HGL to carry out any adjustments, repairs or maintenance of the Development Pack;
  • provide to HGL, in a timely manner, such information and assistance as it may require in relation to your use or proposed use of the Development Pack and ensure that any such information is accurate in all material respects;
  • ensure that only competent trained employees (or persons under their supervision) are allowed to operate or use the Development Pack and that adequate security measurements are put in place to ensure that no unauthorised third party can have access to or use of the Development Pack in general;
  • only use the Development Pack for the purpose for which it is provided and in accordance with all relevant operating manuals or instructions issued by HGL and not use the Development Pack for any illegal or fraudulent purpose;
  • maintain accurate and up-to-date records of the number and location of all copies of the Development Pack (and make the same available to HGL upon request);
  • comply, at all times and in relation to all of their activities using the Development Pack, with all applicable laws, regulations, rules and obligations regarding such activities;
  • not resell, lease, hire or otherwise make available the Development Pack or any part of it to any third party or in any way use it on behalf of any third party;
  • not reverse engineer, decompile, disassemble, translate, modify, alter, create any derivative works based upon, or change the Development Pack or any part thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Development Pack or any part thereof, without the prior express written consent of HGL;
  • keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature relating to the Development Pack or HGL and which have been disclosed to you, and any other confidential information concerning HGL’s business or its products which you may obtain;
  • not remove from the Development Pack, or alter, any of trade marks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to the Development Pack, without the prior express written consent of HGL;
  • inform HGL immediately if you become aware of any breach by you or any third party of any of these Terms of Use;
  • procure that all obligations set out in this condition 1(f) are placed upon any other third parties who use the Development Pack on your behalf or otherwise. Any action carried out by any such third party in relation to the Development Pack shall be deemed, for the purpose of these Terms of Use, to have been carried out by you;
  • undergo such training as HGL requires in relation to HGL’s services or solutions (including, the Development Pack);
  • immediately notify HGL of any perceived errors or issues in respect of the Development Pack; and
  • accept and promptly switch to/implement any updates or patches as may be required by HGL in respect of the Development Pack from time to time.

2. Accreditation

a) If you wish to make live use of the MIG, whether in relation to a providing or a consuming system then you must first successfully complete our accreditation process.

b) Further to your use of the Development Pack you may submit a number of scripts to us (in such form (and accompanied by such information) as we may specify from time to time) for review. We will review those scripts according to our standard accreditation and review process (as may be updated from time to time). If we are satisfied that your scripts (and solution and proposed usage) are compliant with our accreditation criteria then we will notify you accordingly and you will be deemed to have been accredited in respect of the MIG. If we are not satisfied, or we feel that further information is required, then we will contact you accordingly (and we may, at our discretion, engage with you to see what changes may be required).

c) The accreditation is without limit in time, provided always that:

  • we may require reaccreditation on an annual basis; and/or
  • if you make any material changes to your solution (or your proposed use of the MIG) then you must promptly notify us and we may require you to undergo reaccreditation; and/or
  • we may suspend your accreditation if we (acting reasonably) believe that such changes could have an adverse effect on the MIG.

If your accreditation if suspended, or revoked, then you must cease to use the MIG, unless or until the relevant issues are resolved.

3. Use of service and commitment

a) If you are accredited then you may use the MIG (on a non-exclusive, personal, and limited basis, for your accredited use case and with your accredited solution), subject to these Terms of Use.

b) Where, in relation to your use of the MIG we process any personal data on your behalf then:

  •  each party will comply with DP Law insofar as it relates to them in respect of the MIG and their respective roles as a data controller and data processor (DP Law meaning: (i) the Data Protection Act 1998 (which implements Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data); and (ii) (from 25 May 2018 onwards) Regulation (EU) 2016/679 (the “General Data Protection Regulation” or “GDPR”) (or any applicable law seeking to implement the same, or equivalent terms, including the Data Protection Bill) and ‘data controller’, ‘data processor’, ‘processing’, ‘data subject’ and ‘personal data’ all having the meanings ascribed to them under the DP Law);
  • we will process the relevant personal data only on your documented instructions, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by any applicable law to which we are subject; in such a case, we will inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
  • we will ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  • we will implement and maintain technical and organisational measures designed to protect the relevant personal data from unauthorised use or access, loss, destruction, theft or disclosure (such measures to be commensurate with the harm that may result from unlawful processing or accidental loss of the relevant personal data and the nature of the personal data itself);
  • we will permit the disclosure of the personal data only to those of our employees who may be required to assist us in complying with our obligations under these Terms of Use;
  • we will not appoint any sub-processor without your prior consent (and in accordance with the requirements of DP Law);
  • we will, taking into account the nature of the processing and at your reasonable expense, assist you by taking appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising a data subject’s rights laid down in the DP Law;
  • we will assist you (at your reasonable expense) in relation to any notification obligations you might have under the DP Law or any privacy impact assessments you wish to undertake in relation to the processing under these Terms of Use (taking into account the nature of processing and the information available to us);
  • we will, upon request, delete or return all the relevant personal data in our possession to you after the end of your use of the MIG;
  • we will make available to you such information as is necessary to demonstrate compliance with the obligations set out in this section 3(b) and allow for and contribute to such audits as you may reasonably require pursuant to your obligations under the DP Law; and
  • you will ensure that you have all necessary permissions and rights necessary to instruct us to process the relevant personal data on your behalf in accordance with these Terms of Use and warrant that you will not ask us to undertake any processing which is in breach of DP Law.

c) In connection with your use of the MIG you shall:

  • keep the environments that connect to the MIG, both test and live, up to date and you will install any operating system updates as soon as they become available. If at any point we have concerns over the security of your environments we reserve the right to disconnect you from the MIG;
  • not copy the MIG or merge or incorporate the MIG (or any part thereof) with or into any other software nor (subject to any rights under any applicable law that cannot be excluded) attempt to disassemble, decompile, modify, adapt or reverse engineer the MIG;
  • not translate, modify, lease, rent, assign, transfer, disclose, loan, redistribute, sub-lease, sub-license or create derivative works from the MIG;
  • not use the MIG or any part thereof as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution;
  • supervise and control use of the MIG in accordance with the terms of the limited rights granted under these Terms of Use;
  • use the MIG in accordance with any user documentation, guides or training (and any other reasonable instructions received from time to time) provided by HGL from time to time;
  • ensure that your employees, agents and other parties who are permitted to use the MIG are notified of the relevant terms within these Terms of Use prior to such employee, agent or party using the same;
  • not sub-license, assign, novate, transfer, sell, lease, rent, charge or otherwise deal in or encumber the MIG (in whole or in part);
  • not provide or otherwise make available the MIG to any person other than your employees or as specified herein without HGL’s prior written consent; and
  • not use the MIG in order to provide a bureau service (or any similar service) on behalf of any third party.

d) You shall:

  • co-operate with HGL in all matters relating to the provision of element of the MIG (including, providing such assistance (and access, including, remote access, to the relevant sites, records and/or systems) as HGL may reasonably require in connection with its delivery of any element of the MIG;
  • complete any preparation activities that HGL may require promptly and in accordance with any reasonable timescales so as to enable HGL to deliver any service(s) in respect of the MIG;
  • obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to its receipt of any relevant service(s) and your use of the MIG;
  • promptly notify HGL as soon as you become aware of: (i) any unauthorised use of the MIG; or (ii) any errors in respect of the MIG;
  • comply with all applicable laws in relation to your receipt or use of any relevant service(s) and/or the MIG;
  • comply with such generally applicable acceptable use and security policies as we may introduce from time to time. We may suspend or revoke your access to the MIG if your use is (in our reasonable view) excessive or outside the scope of your accredited use or if your use is causing any operational issues or clinical safety issues;
  • ensure that you have in place at all times, on any device used to access the MIG adequate and appropriate protections against any computer software that contains any “time-bombs”, “worms”, “viruses”, “Trojan horses”, “protect codes”, “data destruct keys” or other programming devices that might, or might be used to, improperly access, modify, delete, damage, deactivate or disable any third party’s computer software, hardware or data;
  • ensure that you implement and enforce reasonable security measures so as to minimise the risk of any unauthorised access to the MIG (including enforcing appropriate password and other login security measures); and/or
  • have in place and operate data backup and archiving procedures in accordance with good industry practice.

e) You shall:

  • have in place an IT environment that meets any relevant minimum specification identified for it to properly receive and use the MIG; and
  • maintain all necessary network connections and environments for you to: (i) properly receive and use the MIG and/or any related service(s); (ii) access and use the full functionality of the MIG; and (iii) allow remote access as required to enable to provision of any support and maintenance (and any other diagnostic) services.

f) You are responsible for the security of any and all data you store, enter or process using the MIG and for taking appropriate backup copies of your data.

g) You accept responsibility for the selection of the MIG to achieve your intended results and acknowledge that the MIG has not been developed to meet your individual requirements.

h) You are responsible for all issues that may be caused by changes you make to your configuration or IP addresses and you will promptly inform us and your customers (as appropriate) of any such planned changes.

i) We may apply (remotely or in person) any updates, upgrades or patches in respect of the MIG (or any related solution(s)) from time to time. If any such application is scheduled to take place during operational hours and is likely to cause any disruption to your use of the same then we will endeavour to provide reasonable advance notice (but you acknowledge this may not always be possible in cases of emergency).

j) We may restrict or suspend access to, or use of, the MIG if we need to undertake any planned maintenance or if we (acting reasonably) feel this is necessary for security or clinical safety purposes.

k) We will use our reasonable efforts to ensure that the MIG remains available (subject to any planned downtime) but we do not offer any warranties or undertakings as to its availability and it is provided on an ‘as is’ basis.

l) You acknowledge that:

  • the MIG forms part of a much larger network of systems and solutions that, working together, enable the flow of data as between systems; and
  • we cannot control, and are not responsible for, the operation of any system or solution not within our direct control and that issues with the same may result in issues with the availability or performance of the MIG (and which will be deemed, for the purposes of these Terms of Use) to be force majeure events.

m) Without prejudice to any other term of these Terms of Use we may suspend or revoke your access to, or use of, the MIG at any time by giving you not less than three (3) months’ notice in writing.

n) You agree that we may download and use your company logo to help promote the partnership of our working relationship, including putting the logo on the homepage of our website.

o) You must ensure that you comply with the SCCI0129 clinical safety standard (see – http://content.digital.nhs.uk/isce/publication/scci0129).

p) We may from time to time need to retrieve messages sent via our live service to check you are using the service correctly, in order to monitor that you are still performing in a manner that you were at the point of the accreditation. These will be held securely and disposed of securely following the validation.

4. Limitation of Liability

Nothing in these Terms of Use limits or excludes the liability of either party for:

a) death or personal injury caused by its negligence;

b) fraud or fraudulent misrepresentation; or

c) any other liability which cannot be limited or excluded by applicable law.

Subject to the proviso above, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, for any:

a) loss (whether direct or indirect) of revenue or profits;

b) loss (whether direct or indirect) of business opportunity;

c) loss (whether direct or indirect) of goodwill or injury to reputation;

d) loss (whether direct or indirect) of anticipated savings;

e) loss (whether direct or indirect) of or corruption to data or information; or

f) indirect, consequential or special loss or damage,

in each case arising out of or in connection with these Terms of Use (including, any use made of the Development Pack or any associated test system and/or the MIG).

Subject to the provisos above, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with these Terms of Use (including, any use made of the Development Pack or any associated test system and/or the MIG) in respect of all claims (connected or unconnected) in any consecutive twelve (12) month period, will be limited to the sum of ten thousand pounds (£10,000).

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

5. Confidentiality

You undertake that you will keep confidential and (except for the purposes permitted by these Terms of Use) will not use or (without our prior written consent) disclose to any third party any information concerning the Development Pack and/or the MIG (or otherwise relating to our business or affairs) which may become known to you as a result of (or in connection with) your use of the Development Pack and/or the MIG. You undertake to take all steps as shall from time to time be necessary to ensure compliance with the provisions of this section 5 by your employees, agents and sub-contractors.

The obligations in this section 5 shall not apply in relation to:

a) information which is or becomes public knowledge other than as a result of a breach of this section

b)information which you knew prior to the first disclosure to you or which you received from a third party entitled to disclose the same; or

c) information which you are required to disclose by law, any Court of competent jurisdiction, any Government agency or regulatory body lawfully requesting the same or by the regulations of any stock exchange provided that (to the extent not prohibited by law or order of court, government agency or regulatory body or stock exchange regulation) you promptly notify and consult with us in advance in relation to the timing and content of such disclosure.

6. Audit

We have the right (upon giving reasonable notice and within normal business hours) to inspect your use of the Development Pack, the Open HR Schema and/or the MIG and its compliance with these Terms of Use.

We may perform an inspection either ourselves (e.g. through an internal auditor) or through an external auditor. You will provide such access and assistance (and access, including, remote access, to the relevant sites, records and/or systems) as we may reasonably require in connection with any inspection or audit.

If an inspection finds material irregularities, errors or non-compliance then, without prejudice to any other remedies available to us, you will promptly remedy the same.

7. Choice of Law and Jurisdiction

Please note that these Terms of Use are governed by and construed in accordance with English law. You and we both agree to submit to the exclusive jurisdiction of the courts of England and Wales (save that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland).

Use of our Development Pack, the OpenHR schema and the MIG are not authorised in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation this section.

8. General

We may update these Terms of Use from time to time, including, to reflect changes in law or as a result of changes to our solutions or services or the addition of new features – it is therefore important that you refer to these Terms of Use from time to time to ensure that you are familiar with the relevant terms which govern your use of any of our services or solutions. You should print off a copy of these Terms of Use for future reference.

The latest version of our Terms of Use will be accessible through our website and we will notify you of any material changes through a notice on our website. You may be required to read and accept our new terms to continue your use of the Development Pack and/or the MIG as appropriate.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect (and if any of the sub-sections in section 4 are held to be invalid and are struck out then this shall not impact on any of the remaining sub-sections).

We will not be in breach of any of our obligations under these Terms of Use (or otherwise liable for any failure or delay in performance) if we are prevented, hindered or delayed in or from performing any of our obligations by any event beyond our reasonable control (each considered an event of force majeure). The time for performance of such obligations shall be extended accordingly.

These Terms of Use (together with the Privacy Policy and any other documents referred to herein) set out the entire agreement between you and us in respect of your use of the relevant services and solutions.

No failure or delay by us to exercise any right or remedy provided under these Terms of Use 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.

Any rights not expressly granted by us under these Terms of Use are reserved.

Privacy policy: Obligations for privacy can be found on our website.

Annex A

OpenHR Standards Schema Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE DOWNLOADING AND USING THIS SCHEMA (INCLUDING, THE LIMITATIONS OF LIABILITY AND GOVERNING LAW SECTIONS)

This OpenHR Standards schema, examples and associated documentation (the “Schema”) is owned by Egton Medical Information Systems Limited, a company registered in England and Wales (registered number 2117205) and whose registered office is at Rawdon House, Green Lane, Yeadon, Leeds LS19 7BY (referred to below as “we”, “us” or “our”)

Application of Terms of Use

Please read these terms (the “Terms of Use”) carefully (including the “Limitations of Liability” and “Governing Law” sections below) before you download the Schema, as these will apply to your use of the Schema.

Subject to these Terms of Use we hereby grant you a non-exclusive, royalty-free, licence under all copyright and related rights subsisting in the Schema to which we are, or may become, entitled (collectively, the “Copyright”), to use the Schema for your internal business purposes.

We may update these Terms of Use from time to time, including, to reflect changes in law or as a result of changes to the content of the Schema or the addition of new features – it is therefore important that you refer to these Terms of Use from time to time to ensure that you are familiar with the relevant terms which will govern your use of the Schema.

By using the Schema, you confirm that you accept these Terms of Use and that you agree to comply with them.

If you do not agree to these Terms of Use, you must not download or use the Schema.

Redistribution

You shall:

  • not identify or represent any document as being in the ‘OpenHR’ format unless it is in the original OpenHR document format which is produced by using the Schema;
  • retain in any OpenHR documents (or any copies of the Schema) all relevant copyright, trade mark, and attribution notices from the Schema; and
  • not make any representation or warranties in respect of the Schema beyond those (if any) given by us under these Terms of Use.

Trade marks

These Terms of Use do not grant permission to use our trade names, trade marks, service marks, or product names, except as required for reasonable and customary use in describing the origins of the Schema.

Disclaimer of Warranty

Unless required by applicable law or agreed to in writing, we provide the Schema (and licence use of the Copyright) on an “AS IS” basis, without warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for any particular purpose.

You are solely responsible for determining the appropriateness of using or redistributing the Schema and assume any and all risks associated with your exercise of the permissions granted under these Terms of Use.

You agree that, by downloading and/or using the Schema, either you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms of Use or (if you did rely on any representations, whether written or oral, not expressly set out in these Terms of Use) that you shall have no remedy in respect of such representations (unless made fraudulently) and (in either case) we shall have no liability in any circumstances otherwise than in accordance with the express terms of these Terms of Use.

Limitation of Liability

You acknowledge that the rights granted under these Terms of Use are provided without charge. We shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, including (without limitation) those which fall within any of the following categories: (i) special damage even if we were aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; and/or (vi) loss or corruption of data (provided always that the exclusions set out in this section shall not apply in respect of any liability which cannot be excluded by applicable law).

Accepting Warranty or Additional Liability

While using or redistributing the Schema, you may choose to provide, and charge a fee for, support services, warranties, indemnities, or other liability obligations and/or rights consistent with these Terms of Use. However, in undertaking such obligations, you may act only on your own behalf and on your sole responsibility, not on behalf of us, and only if you agree to indemnify, defend, and hold us harmless for any liability incurred by, or claims asserted against you (or us) by reason of you providing any such service, warranty, indemnity or any additional liability.

Governing Law

Please note that these Terms of Use, their subject matter and their formation, and any disputes or claims arising out of or in connection with the Schema and/or these Terms of Use or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England & Wales.

You and we irrevocably agree that the courts of England & Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Schema and/or these Terms of Use or their subject matter or formation (including non-contractual disputes or claims).

Download and use of the Schema is unauthorised in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation this paragraph.