Background to the end user licence agreement (“Licence”)

You have been enrolled for our cancer screening services (“Screening Services”). This allows you to access our cancer screening portal (“Screening Portal”). Access to the Screening Portal is permitted as detailed in the below Licence.

Please note that confirming you have read this agreement, via the checkbox, you will enter into a legally binding agreement with us to use the Screening Portal only as permitted in the Licence.

We ask that you read the below carefully before accessing our Screening Portal.

The Licence

This Licence is a legal agreement between you (“you” or “User”) and Harley Street Concierge Limited (company no. 08331310) with the registered address of The Square, Basing View, Basingstoke, Hampshire, United Kingdom, RG21 4EB trading as Reframe (“Reframe”, “we”, “us” and “our”).

The Licence is for you to access the computer software that has been provided in connection with the Screening Portal and any associated data that has been supplied in such software (“Software”). This Licence extends to any printed materials, online or electronic documents in connection with the Screening Portal or that contain any content derived from it (“Documents”).

We license the use of our Software and Documents to you on the basis of this Licence. You acknowledge that we do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.

Please note that you may not be able to use this Licence (access the Screening Portal) if you leave your employer or policy or if you breach the terms of this Licence. We reserve the right to end your use of the Licence if your employer or policy fails to adhere to its arrangement with us for our Screening Services.

You should print a copy of this Licence for future reference.

Important notice to all Users:

By confirming you have read and accepted this agreement, via the checkbox, you agree to the terms of this Licence which will bind you. Please note that the terms of this Licence detail our limitations on liability at clause 4.

If you do not agree to the terms of this Licence, you must not click the checkbox and you may not access this Software or use the Documents.

Terms of the Licence

1 Grant and Scope of Licence

1.1 In consideration of payment by your employer, policy provider or you for our Screening Services (which we acknowledge) and your agreement to comply with the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Software and the Documents in the UK on the terms of this Licence.

1.2 You may access and use the Software for the purpose of receiving the benefit of the Screening Portal as provided with our Screening Services. For the avoidance of doubt, Users are not permitted to copy, reproduce, modify, distribute, or create derivative works based on the Software or any content provided on the Screening Portal.
1.3 A User will only be allowed to copy any Documents used in support of accessing the Screening Portal as permitted under clause 1, and copy a single record of their results, as necessary for their lawful. For the avoidance of doubt, such copies not to exceed 10.

2 Restrictions

2.1 Except as expressly set out in this Licence or as permitted by law, you will:

2.1.1 not copy the Software or Documents except where such copying is incidental to the normal use of the Software, or necessary for the security of your device;
2.1.2 not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;
2.1.3 not alter or modify the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or incorporated in, any other programs;
2.1.4 not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software or attempt to do any such thing except to the extent that is legally prohibited under law;
2.1.5 keep all copies of the Software secure and input accurate information into the Screening Portal;
2.1.6 comply with all the policies of your employer or policy in relation to information security and cybersecurity; and
2.1.7 comply with our policies and/or any policies in relation to information security and cybersecurity provided by our third party partners.

3 Intellectual Property Rights

3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world, belong to us (including the source code in any form), or have been licensed to us. Any rights in the Software are licensed to you only, and you have no rights in connection with the Software or the Documents other than as detailed in this Licence.

4 Limitation of Liability

4.1 We only supply the Software and Documents for internal use by you for the purpose of accessing the Screening Portal, as necessary to benefit from the Screening Services. You agree not to use the Software or Documents for any other purposes (including commercial purposes). The information on the Screening Portal has been provided for general use only and does not constitute medical, health or professional advice.

4.2 We will not be responsible for compensating you for any losses or damages experienced by you in any circumstances, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with the Licence for:

4.2.1 events outside of our control:
(a) we will not be responsible if you experience any loss or damage resulting from any events or delays outside our reasonable control;
(b) any act or omission by us that was not obvious, foreseeable or could have been avoided by you taking reasonable action to prevent such loss occurring (including any circumstances where you have incurred loss due to your failure to correctly follow instructions, disclaimers, updates or installations);

4.2.2 any business related losses:
(a) we will not compensate you if you use the Licence in connection with any commercial use (including if such is connected in any way to the business of your employer or policy. This clause excludes all foreseeable and unforeseeable losses (including any associated expenses and costs); or

4.2.3 suspension of the Software:
(a) we may suspend your use of the Software and access to the Screening Portal for a breaching this Licence (including for non-payment), maintenance and to provide an update by giving you or your employer or policyholder prior written notice of this. Such notice will specify the estimated time period of the relevant suspension or confirm if such suspension is indefinite.

4.3 Nothing in this Licence will limit or exclude our liability in any circumstance that is not permitted under law.

4.4 This Licence sets out the full extent of our obligations and liabilities to you in respect of the supply of the Software and Documents. Unless expressly stated in this Licence, there are no other terms and conditions, express or implied, that are binding on us. If there is a conflict with any terms within the Software and/or Documents with this Licence, the terms of this Licence will prevail to the fullest extent permitted by law.

5 Termination

5.1 We may terminate this Licence immediately if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after we notify you to do so. If we terminate the Licence:

5.1.1 all rights granted to you under this Licence will end; and
5.1.2 you must immediately end all activities authorised by this Licence.

5.2 We may suspend or terminate this Licence if payments due under the relevant agreement have not been paid to us.

5.3 We will use reasonable endeavours to ensure that you are notified if we choose to terminate this Licence.

6 Communication by Us

6.1 We may update the terms of this Licence at any time and it is your responsibility to check these terms each time you access the Screening Portal. Your continued use of the Software and Documents will constitute your acceptance to any amended terms of this Licence. If you do not accept any of the terms of the Licence, you must immediately stop accessing and using the Software and Documents.

6.2 If we have to contact you, we will do so by using the contact method you provided us when registering to use the Software.

7 How We May Use Your Personal Information

7.1 Protecting your personal information is important to us. For more information about how we process your personal data, for what purposes, your rights in relation to your personal data and how to exercise them, please see the Privacy Policy. It is important that you read this information.

8 Other Important Terms

8.1 We may transfer our rights and obligations under this Licence to another organisation. We will notify you if this happens and ensure that the transfer does not affect your rights under this Licence. You may only transfer your rights or your obligations under this Licence to another person with our written agreement.

8.2 This Licence constitutes the entire agreement between us and each User relating to using the Software and Documents. The Licence takes precedence over any other previous agreement or representation made, whether orally or in writing.

8.3 You acknowledge that you have not relied on any statement, representation or promise given (whether made innocently or negligently) except as set out in this Licence (or any document expressly referred to in it).

8.4 This Licence does not give another any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

8.5 No failure or delay in exercising any right or remedy (whether in full or in part) under this Licence will constitute a waiver of such right or remedy (in full or in part).

8.6 Each of these terms of this Licence operates separately. If any term of this Licence is deemed unlawful, void or unenforceable by any court or relevant authority, it will not affect the validity and enforceability of any remaining terms.

8.7 The terms of this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.