Terms And Conditions

For patient care, our software is not used in delivering patient services, and it is not considered mission-critical. Consequently, we operate with a lower legal risk, allowing us to offer the software at a more affordable price.

QI-Tech provides commercial off-the-shelf solutions.

You (also known as "client") agree to be bound by this terms of use license agreement ("agreement") in any of the following ways: (a) by accepting an order form, (b) by opening the packaging containing the software, (c) by indicating your acceptance of the following terms (by selecting "agreed," "yes," or another word or phrase of affirmation), or (d) by installing, copying, or in any way using the licensed materials (as defined in section 1(f), below) provided to you by QI-Tech and/or that of its affiliates as provided hereunder, together with any updates thereto.

Where you have not previously and unambiguously agreed to the terms of this agreement (save where expressly amended by written agreement signed by both QI-Tech and client), then by installing or using this software, you are agreeing to be bound by these terms. Accordingly, if you do not agree to these terms, do not install or use the software and notify QI-Tech within ten (10) days for a full refund.

The functionality of the software available to client is controlled by the software key supplied by QI-Tech to client. For the avoidance of doubt, where client wishes additional functionality to be released in the software, client shall approach QI-Tech, who may make available such additional functionality in return for an additional license fee paid to QI-Tech. This agreement shall govern client’s use of any such additional functionality.

Where QI-Tech is hosting the software for client or making it available via a cloud-based subscription service, the terms of the attached hosting addendum shall apply in addition to this agreement. In the event of any conflict between the provisions of this agreement and that hosting addendum, the provisions of the hosting addendum shall prevail.

Where the software is supplied to client as demonstration versions, then (a) the provisions of the previous paragraph regarding a cloud-based service shall apply, and (b) client shall have no right to use the software or to access the data used during the demonstration period after the expiry of the demonstration period permitted by QI-Tech.

• (a) “Affiliated” means affiliated in the manner indicated in the Order Form.
• (b) “Authorized Users” shall consist of the individuals Client permits to either access or use the Licensed Materials.
• (c) “Documentation” means the published user manuals and other written materials concerning the Software that QI-Tech generally makes available to its clients from time to time.
• (d) “Enhancements” means any updates, upgrades, improvements or new versions of the Software or Documentation that QI-Tech may release or make generally available to its clients from time to time, which items are also subject to license.
• (e) “Licensed Materials” means (i) the Software, (ii) the Documentation, (iii) any Enhancements; any Modifications; and any copy of the Software, Documentation, Enhancements or Modifications and Third Party Software.
• (f) “Licensed Thresholds” refers to the limitations on use specified on the Order Form such as, without limitation, the following: license type (i.e. the functionality included in the license to Client); number of licensed users; number of licensed locations.
• (g) “Licensed Locations” are as indicated on the Order Form or stated by their number in the Order Form, or created within the Company Account - Listed Licensed Locations being specified by name and address. All authorized locations must be listed and may be excluded from the list only in accordance with terms for locations on the Order Form.
• (h) “Modifications” means any alteration, change or modification to any Licensed Materials made at Client’s request.
• (i) “Order Form” or “Order” refers to the order form or quotation provided by QI-Tech to Client that specifies the fees and certain parameters for the Licensed Materials, such as, without limitation, License Thresholds.
• (j) “Permitted Independent IT Contractor” means an individual or group of individuals not employed by Client but who are engaged in work that supports Client’s use of the Licensed Materials, for example as outsourced information technology resources. To qualify as Permitted Independent IT Contractors, such individuals or group of individuals must be identified on the Order Form.
• (k) “Software” means the executable object code form of the QI-Tech-owned Software identified on the Order Form, together with any Enhancements or Modifications. The term “Software” excludes any software licensed by third parties.
• (l) “Third Party Software” means any computer programs not owned by QI-Tech that are licensed to Client and provided along with the Licensed Materials.

• (a) License Grant: QI-Tech hereby grants to Client a non-transferable, non-exclusive subscription license for its Authorized Users to remotely access and use the Licensed Material, in each case, subject to the License Threshold limitations set forth in this Agreement and the associated Order Form (including the duration of any Subscription License or renewal thereof) up to the Licensed Thresholds for which the Fee has been paid.
• (b) Limitations: Any right not specifically granted herein is reserved. Client shall have no right to assign, sublicense, transfer, rent, lease, or distribute the Licensed Materials. No right of ownership or any other exclusive right in any particular manner of configuration, customization or setup of the Software performed by QI-Tech is granted to Client. No right is granted to use the Licensed Materials other than in support of Client's own business processes and activities. No right is granted herein to operate the Software in a service bureau, outsourcing business or other manner in which the Software is used to process or manage information other than that generated by Client in the course of Client's own operations. Subject to this section, Client specifically agrees to refrain from any direct or indirect efforts or attempts to reverse engineer the Software or to develop any derivative work thereof of any kind. Client shall permit only Authorized Users to access the Software and only for the exclusive purpose of operating the Software in the course of Client's business. Client shall ensure that each Authorized User has and only uses his or her own unique account name/email address and password combination to access the Software. Client shall not permit more than one person to use any one account name and password combination. The Documentation may be reproduced for distribution solely within Client's business as needed for training and support, provided that all copyright and other notices shall also be reproduced intact along with such copies. Client shall not permit any person or entity other than QI-Tech to maintain or in any way change or modify the Software or any element thereof. Client's right to the use of the Licensed Materials is limited to the duration of the Subscription License (or renewal thereof) for which the Subscription License fee has been paid. Some elements of Third Party Software require the distribution of separate notices, license terms and/or source code, and all Third Party Software is subject to the license terms of such Third Party Software. None of the terms of the Third Party Software licenses diminish or minimize the rights QI-Tech is otherwise offering to Client in this Agreement. For each such element of Third Party Software, the applicable licenses, notices or other elements can be found on the distribution media for the Software licensed by this Agreement in the folder named "Third Party Software. Nothing in this section shall be construed as removing any right Client may have under European Union Directive 2009/24/EC.
• (c) Authorized Users: Access to and utilization of the Licensed Materials are restricted to Authorized Users. This access is permissible only utilizing a secure connection to the server hosting the Software for Client's use. Furthermore, this access is exclusively for the operation of the Software within the framework of Client’s business activities. Client is responsible for ensuring that only Authorized Users are granted access to the Licensed Materials. Patients and customers of Client are not considered, nor required to be, Authorized Users, except for instances where they provide feedback that becomes part of the Software.
• (d) Location Substitution: Client has the option to replace one authorized location with another.
• (e) Hardware and Additional Software: It is the sole responsibility of the Client to procure and ensure the proper functioning of the hardware and software required to operate and utilize the Licensed Materials. The minimum hardware and software prerequisites are outlined in the proposal and background information provided for the Software, which may be subject to updates during system transitions. Any expenses related to the acquisition, upkeep, or utilization of the hardware or supporting software (such as operating systems) and/or any connectivity essential for the utilization or support of the Licensed Materials are entirely the responsibility of the Client.
• (f) Other Obligations: Client is required to collaborate with QI-Tech to facilitate the installation, support, troubleshooting, or any other necessary services. This cooperation may involve providing adequate facilities and granting access to systems and equipment, as well as assigning appropriately skilled and trained personnel to engage with QI-Tech representatives, whether through telephone support, in-person service visits, or other means. Client must assist QI-Tech in establishing remote access via an Internet-based third-party remote access solution when necessary for effective Software support. Failure by Client to fulfil these responsibilities may relieve QI-Tech from the obligation to provide services that become more difficult or expensive due to Client’s non-compliance. QI-Tech reserves the right, at its discretion, to offer continued services to Client under such circumstances for an additional fee.
• (g) Acceptance: Within three (3) months of receiving the Licensed Materials (or, if applicable, within three (3) months of making them available for use or download), Client must initiate testing and evaluation of the Licensed Materials. If there is a significant operational discrepancy in the Software or a substantial defect in other Licensed Materials during this period, Client must notify QI-Tech in writing. QI-Tech will then have fourteen (14) days to address the discrepancy or defect and provide Client with a written Notice of Repair. Following this, there will be another fourteen (14) day period for Client to retest and reevaluate the Licensed Materials. If the discrepancy is not resolved within this timeframe, Client may, at its discretion, extend the resolution period or terminate the relevant Order Form. Client acknowledges acceptance of the Licensed Materials upon the earliest of the following: (i) Client providing written acceptance notice, (ii) Client not reporting a discrepancy or defect within the first thirty (30) days after deploying the Software in a production/live environment for go-live, (iii) Client not reporting a discrepancy or defect within the first three (3) months of the Licensed Materials being made available for use (or, if applicable, within three (3) months of making them available for download), or (iv) more than fourteen (14) days passing since QI-Tech's last Notice of Repair without Client issuing a written notice of significant non-conformity, with this date being the "Acceptance Date".

• (a) Maintenance: Support and maintenance services ("Maintenance") will adhere to the latest version of the Support Guide. The Subscription License Fee includes an irrevocable subscription to Maintenance for the Subscription License term or any subsequent renewals.
• (b) Maintenance Duration: Maintenance is provided for one-year intervals. Unless otherwise specified on the Order Form, the "Initial Term" begins from the Effective Date of the Agreement, marking the first year of Maintenance, with the Anniversary Date set as the corresponding month and day. Each subsequent one-year maintenance term (termed a "Renewal Term") commences on the Anniversary Date. Following the Initial Term (and completion of any Minimum Commitment period, if applicable), Maintenance may be renewed for additional one-year terms on the Anniversary Date upon receipt of the invoice from QI-Tech for the Renewal Term. However, either party has the option to terminate Maintenance by issuing written notice at least three (3) months prior to the expiration of the Initial Term or any Renewal Term, with termination effective at the later of (i) the end of the current maintenance term and (ii) the Minimum Commitment period. In the absence of a Minimum Commitment, Client may terminate Maintenance by failing to pay the renewal invoice from QI-Tech by the due date. If Client chooses not to renew Maintenance with QI-Tech but later decides to resume Maintenance, QI-Tech may, at its discretion, reinstate Maintenance, provided that QI-Tech continues to offer Maintenance on the Software. The reinstatement fee includes (i) the prorated fee Client would have paid if Maintenance had been maintained since its termination, (ii) prepayment of Maintenance fees for the subsequent full term, and (iii) a reactivation fee equal to 10% of the total of (i) and (ii) above. Maintenance cannot be terminated during a Minimum Commitment term under this section.
• (c) Minimum Commitment: The payment obligations outlined in this section apply only if a Minimum Commitment is specified on the Order Form. If Client opts for an extended commitment to receive Maintenance, hosting services, and/or continue with its Subscription License, the duration of this commitment is specified on the Order Form ("Minimum Commitment"). The Minimum Commitment begins concurrently with the Initial Term of Maintenance. If Client cancels its order, fails to pay the specified fees for the Minimum Commitment duration, or if this Agreement is terminated for reasons other than Software acceptance failure, Client agrees to immediately settle all outstanding invoices and 100% of all remaining fees due for the remainder of the Minimum Commitment term.
• (f) Support Guide: QI-Tech reserves the right to make improvements, substitutions, or modifications to any element or part of the Support Guide as determined by QI-Tech at its discretion, provided such changes do not significantly degrade the services received by Client under the Support Guide as a whole.

• (a) Amount: The License Fee for the Licensed Materials is determined based on the number of potential users and the scale of Client’s enterprise, as specified on the Order Form. The Fee is outlined therein. Should Client’s organization expand, supplemental license fees ("Supplemental License Fees") may become applicable to accommodate the increased use of the Licensed Materials.
• (b) Payment Schedule: The Initial Fees are payable within 30 days from the date of the invoice. If Client surpasses the Licensed Thresholds specified for the Licensed Materials on the Order Form due to business growth or any other reason, QI-Tech may invoice Supplemental License Fees accordingly. If applicable, these fees are due within thirty (30) days from QI-Tech's invoice date.
• (c) Annual Fees: In cases where the Anniversary Date aligns with the Effective Date of the Agreement, the Initial Term Maintenance fees, hosting fees, and/or Subscription Fees (as applicable) are due within thirty (30) days from the date of QI-Tech's invoice; otherwise, the Initial Term Annual Fees are payable prior to the commencement of the Initial Term. QI-Tech will notify Client of the Annual Fees no later than forty-five (45) days before the beginning of each Renewal Term, and Client must settle these fees before the commencement of each Renewal Term.

• (a) Service Provision: Training, implementation, integration, and other services will be provided by QI-Tech as specified on the Order Form.
• (b) Service Terms and Conditions: In instances where agreed-upon service dates and times are subsequently cancelled or rescheduled at Client’s request, the following consequences apply: (i) Client is responsible for reimbursing QI-Tech for expenses incurred prior to receiving the cancellation or rescheduling notice, and (ii) if QI-Tech is notified less than twenty (20) business days before the scheduled date, Client forfeits the service hours that QI-Tech is unable to reallocate to another client for the same date and time (Client must compensate QI-Tech for these hours if not already done so). Any services specified on the associated Order Form must be utilized by Client before the one-year anniversary of the Effective Date. Any services unused by Client at that point will expire and cannot be transferred to other engagements.
• (c) Reimbursement of Expenses: Client shall reimburse QI-Tech for reasonable out-of-pocket expenses incurred in providing training or other services. Costs are passed directly to Client without any mark-up. QI-Tech does not charge for time spent in transit for onsite services.

• (a) Client reserves the right to terminate this Agreement at any time for convenience, provided that the Agreement is not currently subject to a Minimum Commitment and that Client has kept up with payments to QI-Tech of applicable fees before termination.
• (b) In the case of a Subscription License, this Agreement will terminate if Client fails to renew the Subscription License by paying the invoice before the expiration of the Subscription License term.
• (c) Client retains the right to terminate this Agreement in its entirety (including any prevailing Schedule or Addendum) if QI-Tech is in breach of QI-Tech Service (as defined in section 7(f) below), and thirty (30) days have passed since Client provided written notice of the breach to QI-Tech, detailing the nature and specifics of the breach, without the breach being rectified.
• (d) The parties acknowledge that the purpose of the right outlined in 7(c) is to allow Client to exit an untenable situation. Therefore, if Client opts not to exercise the right to terminate under 7(c) within six (6) months of the breach by QI-Tech, Client's right to terminate for that breach will lapse.
• (e) QI-Tech has the right to terminate this License immediately upon written notice if (i) Client materially breaches this Agreement and fails to remedy the breach within thirty (30) days of receiving written notice from QI-Tech detailing the nature and specifics of the breach, (ii) Client materially breaches the restrictions on distributing the Licensed Materials to third parties, in which case there is no right to cure; or (iii) Client undergoes receivership, administration, liquidation, or a similar event under the laws of its jurisdiction.
• (f) A "QI-Tech Service Breach" encompasses any of the following: (i) QI-Tech consistently fails to provide Maintenance services substantially in line with the Support Guide, or (ii) there is a significant non-conformance in the Software's operation, persisting for at least 30 consecutive days (without a workaround provided by QI-Tech), subsequent to QI-Tech being duly notified of the issue(s), or (iii) the Software consistently and substantially fails to perform in accordance with the applicable Documentation, and the identified issues have not been resolved according to the Support Guide, or (iv) QI-Tech has not made general release updates to the Licensed Materials available to Client within a timeframe consistent with similar releases to other clients.

• (a) QI-Tech shall maintain full and exclusive right, title, and ownership of the Licensed Materials and all associated intellectual property rights, including any derivative works, regardless of their origin, excluding Third Party Software, which shall remain the property of its respective provider. Any Modifications to any part of the Licensed Materials, excluding Third Party Software, will immediately become the property of QI-Tech upon creation, regardless of whether the Modifications were initiated by Client or not. Should Client possess or obtain any rights, title, or interest in any Modifications, Client hereby transfers all such rights, title, and interest to QI-Tech, including all intellectual property rights therein. QI-Tech shall hold all intellectual property rights in any works produced during the performance of this Agreement or the provision of any services.
• (b) Client Data: Client shall always retain exclusive ownership of all data entered into the Software licensed to Client.

• (a) General Warranty: QI-Tech warrants its right to (i) enter into this Agreement, (ii) provide the licenses offered under this Agreement, and (iii) grant the right for Client and its Authorized Users to utilize the Third Party Software.
• (b) Limited Warranty: QI-Tech also warrants that the Software and any Enhancements will, for a period of six (6) months from the Effective Date, perform substantially as described in the current Documentation. No warranty or assurance is made (i) regarding the Software's ability to fulfill all or any of Client’s specific requirements or (ii) that the use of the Software will be uninterrupted or error-free. These Limited Warranties do not apply if (i) Client fails to report a nonconformity or defective aspect of the Software within the specified Limited Warranty period, (ii) the Software is not used in accordance with the current Documentation, (iii) Client makes unauthorized changes to the underlying Software, not approved in writing by QI-Tech, and/or (iv) the nonconformity arises from the misuse of the Software.
• (c) Remedies: Upon written notice of a breach of the Limited Warranty stated in the above section (b), QI-Tech or its representative will make all commercially reasonable efforts to rectify the nonconformity or repair or replace any defective aspect of the Licensed Materials. If the breach cannot be rectified, QI-Tech will (i) accept the return of the Licensed Materials, (ii) terminate the license granted herein, and (iii) refund the Initial Fees and Maintenance fees paid by Client as of the date of the written notice provided to QI-Tech.
• (d) DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS, INDEMNITIES, AND GUARANTEES REGARDING THE LICENSED MATERIALS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CLIENT, QI-TECH, OR ITS REPRESENTATIVES, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY ASSURANCE OF SATISFACTION) ARE HEREBY DISCLAIMED, OVERRIDDEN, AND EXCLUDED. ANY PROMISE, COMMITMENT, OR ASSURANCE OF ERROR-FREE OR UNINTERRUPTED USE OF THE LICENSED MATERIALS IS ALSO HEREBY DISCLAIMED.

• (a) Intellectual Property Indemnification: If an action is brought against Client claiming that any part of the Licensed Materials infringes a patent, trade secret, or copyright, QI-Tech will defend, indemnify, protect, and hold harmless Client (along with its shareholders, directors, officers, and employees) from such claim or action. This indemnification is contingent upon (i) Client promptly notifying QI-Tech upon learning of the claim, (ii) QI-Tech having sole control over the defense and any negotiation for settlement or compromise of the claim, (iii) Client taking no action in the litigation that undermines any defense available to Client or QI-Tech, and (iv) Client at all times mitigating its losses in such circumstances.
• (b) Alternative Solution: If a claim as described above arises or is asserted, Client will allow QI-Tech, at QI-Tech’s sole discretion and expense, to (i) secure the right for Client to continue using the Licensed Materials, (ii) modify or replace the Licensed Materials to rectify the infringement while ensuring equivalent functionality, or (iii) terminate this Agreement and request the return of the Licensed Materials.
• (c) Restriction: QI-Tech shall not bear any indemnity or liability obligation to Client under this section 11 if any intellectual property infringement claim arises from (i) a modification of the Licensed Materials not carried out by QI-Tech or not approved by QI-Tech in writing, (ii) Client's failure to promptly install an Enhancement or new release, if such installation would have prevented the infringement, in case Client hosts the Software, or (iii) the combination of the Licensed Materials or any component thereof with materials provided by others, resulting in the claim of infringement, whereas the individual use of the Licensed Materials or any component thereof would not have resulted in such a claim.
• (d) QI-Tech's Liability: Client shall bear full liability to QI-Tech for all claims and actions arising from Client’s utilization or misuse of the Licensed Materials, without any limitations.

• (a) To the fullest extent permitted by law: all implied conditions and warranties, whether statutory or otherwise, related to this Agreement, the Licensed Materials, or the services provided by QI-Tech, are hereby excluded.
• (b) The charges levied by QI-Tech to Client: are determined based on the exclusions and limitations of liability outlined in this Agreement. Client expressly acknowledges the reasonableness of these exclusions and limitations, considering the potential disproportionate damages that may be awarded to Client in the event of a breach by QI-Tech. QI-Tech is open to exploring additional insurance coverage to assume additional liability, provided that Client agrees to pay a higher price. Should Client wish for QI-Tech to seek a quotation for such additional insurance coverage, Client must notify QI-Tech prior to entering into this Agreement.
• (c) The subsequent provisions in this section 12: outline QI-Tech's entire liability (including any liability for the acts or omissions of its employees, agents, or subcontractors) to Client concerning:
  • 1. Breach of QI-Tech’s contractual obligations;
  • 2. Tortious acts or omissions for which QI-Tech is liable;
  • 3. Actions arising from misrepresentations made by or on behalf of QI-Tech in connection with the performance or anticipated performance of this Agreement or as a consequence of QI-Tech entering into this Agreement.
• (d) QI-Tech's total liability to Client for all claims: shall not exceed the greater of (i) the Specified Monies, (ii) two hundred and fifty thousand pounds (£250,000), and (iii) five hundred thousand pounds (£500,000) in the case of actions covered by the indemnity in section 11(a). Here, “Specified Monies” denotes the total payments due from Client to QI-Tech under this Agreement for the initial twelve (12) month period from the Agreement's commencement date.
• (e) Under no circumstances shall QI-Tech be liable to Client: for economic loss, loss of profit, loss of trademark use, loss of business, or similar consequential losses.
• (f) QI-Tech shall not be liable to Client: for any indirect losses under any circumstances.
• (g) QI-Tech shall not be liable to Client: for any loss of or damage to data or programs used or held by Client, whether before or after termination of this Agreement. Client must maintain adequate backup copies of data and programs used or held by Client.
• (h) Client acknowledges that the Software: is not intended for use in situations where its failure could cause severe losses. Therefore, Client must not use, or cause the use of, the Software in such circumstances. Client must conduct a risk analysis assessment to minimize their risk if the Software is to be used in certain industries or contexts specified herein.
• (i) The exclusions and limitations of liability outlined in this section 12: do not apply to QI-Tech's liability to Client for:
  • 1. Death or personal injury resulting from QI-Tech's negligence, its employees, agents, or subcontractors;
  • 2. Breach of QI-Tech's implied warranty as to title to the Software or the implied warranty as to quiet possession implied by law;
  • 3. Damage for which QI-Tech is liable to Client under the Consumer Protection Act 1987 where Client acts as a consumer;
  • 4. Fraudulent activities.

• (a) QI-Tech's Proprietary Information: QI-Tech maintains full ownership and all associated rights to any information and data related to the Licensed Materials, including but not limited to routines, source code, algorithms, and know-how, as well as this Agreement, Order Forms, proposals, and responses to Client requests for proposals or quotes (collectively referred to as "QI-Tech's Proprietary Information"). Client, along with its agents, employees, representatives, and contractors, is obligated to maintain strict confidentiality regarding QI-Tech's Proprietary Information. Client shall not disclose or utilize QI-Tech's Proprietary Information except as outlined within this Agreement. In circumstances where Client is compelled to provide QI-Tech's Proprietary Information due to a request for public records, Client must promptly inform QI-Tech and collaborate to defend against such disclosure. Client must ensure that any external consultants accessing QI-Tech's Proprietary Information sign a confidentiality agreement and are made aware of the confidential nature of the information, using it only as necessary to support Client's use of the Licensed Materials.
• (b) Client's Proprietary Information: Client maintains full ownership and all rights to any information and data related to financial matters, technical or accounting data, confidential patient or client information, or any other information pertaining to Client's operations not covered under QI-Tech's Proprietary Information ("Client's Proprietary Information"). QI-Tech, along with its agents, employees, representatives, and contractors, must uphold strict confidentiality regarding Client's Proprietary Information and refrain from disclosing or using it except as required by this Agreement or in connection with QI-Tech's services for Client. QI-Tech is responsible for ensuring that any external consultants accessing Client's Proprietary Information sign a confidentiality agreement (and, where applicable, a HIPAA Business Associate Agreement) and understand the confidential nature of the information, using it solely for conducting business with QI-Tech in service to Client.
• (c) Security Measures: Both QI-Tech and Client are required to implement reasonable security measures, consistent with the protection of their own confidential information, to safeguard the other party's Proprietary Information during and after the termination of this Agreement. Neither party shall disclose or utilize the other party's Proprietary Information for any purpose without explicit written consent, except as necessary for fulfilling their obligations under this Agreement, in response to a court order (with reasonable notice), or to authorized individuals such as employees, agents, subcontractors, legal counsel, and financial institutions on a need-to-know basis, subject to confidentiality obligations similar to those in this Agreement.
• Exclusions from Confidentiality: The provisions of this section 13 do not apply to Proprietary Information of either party if the receiving party can demonstrate that such information was already in its possession prior to the execution of this Agreement, is required for legal defence or performance of this Agreement, is publicly available through no fault of the receiving party, or was obtained in good faith from third parties without confidentiality obligations.

• (a) Definitions: In this section 14:
  • a. “DPA” means the Data Protection Act 1998, the General Data Protection Regulation or any replacement legislation; and
  • b. “Personal Data” means personal data, as defined in the DPA, about Client’s employees, users and patients provided or made available to QI-Tech by Client in connection with QI-Tech’s provision of the Licensed Materials and the services pursuant to the Agreement; and
  • c. “Data Controller” and “Data Processor” shall have the meanings ascribed to them by the DPA.
• (b) General:
  • a. Unless authorised in the Agreement or otherwise by Client, QI-Tech shall not use or disclose any Personal Data for any purpose save that (i) QI-Tech may use the Personal Data as reasonably necessary to provide or assist in the provision of the Services and to exercise any rights granted to it under the Agreement and (ii) QI-Tech may disclose the Personal Data as required by applicable law and (iii) QI-Tech may analyse and store the Personal Data for statistical purposes using pseudonymisation.
  • b. Each Party agrees to comply with the provisions of the DPA in relation to the collection, exchange and processing of the Personal Data pursuant to this Agreement. Each party shall take appropriate measures in accordance with the provisions of the DPA to protect against the unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to the Personal Data.
  • c. Notwithstanding anything to the contrary in the Agreement, Client acknowledges and agrees that QI-Tech obligations and Client’s rights under the Agreement shall not apply to any Personal Data that is required by applicable law, rule, order, or regulation, or any government request, to be retained, disposed of, or disclosed in accordance with a lawful governmental or judicial demand.
  • d. Client shall remain the Data Controller of the Personal Data of Client and Users processed by QI-Tech. QI-Tech shall be the data processor of such Personal Data.
• (c) Data Security and Records Retention: QI-Tech will employ appropriate commercially reasonable administrative, technical, and physical measures to safeguard the security and confidentiality of Personal Data. Following the expiration or termination of the Agreement, QI-Tech shall not retain Personal Data beyond what is necessary to fulfill its obligations under the Agreement or as mandated by relevant laws, regulations, or rules, whichever duration is longer. Any retention of Personal Data by QI-Tech beyond this period will strictly adhere to QI-Tech's obligations under the Data Protection Act (DPA).
• (d) Data Security Breach: In the event of any unauthorized or unlawful access to or use of Personal Data, constituting a Security Incident as stipulated under the Data Protection Act (DPA) and necessitating notification by QI-Tech or Client, QI-Tech will promptly notify Client of such incident, maintaining confidentiality as required by applicable obligations and in compliance with the DPA. Should a Security Incident occur, QI-Tech and Client will collaborate in good faith to address any data privacy or security concerns related to Personal Data.

• (a) Entire Agreement: This Agreement, along with the Order Form, and any other document explicitly referenced in this Agreement or the Order Form (such as the Support Guide), constitutes the complete agreement between the parties concerning any software or services acquired by Client from QI-Tech. It supersedes all prior agreements, understandings, and representations on the subject matter. The terms of this Agreement can only be modified by a written agreement signed by both QI-Tech and Client or by acceptance of an updated version of this Agreement presented by QI-Tech. Headings in the Agreement are for convenience only and do not affect its interpretation. In case of conflict between the terms of this Agreement and any other document forming part of it, the order of precedence shall be as follows: the Order Form, the Terms of Use Addendum (if signed by both parties), the Hosting Addendum, this Agreement, the Service Level Agreement, and the Support Guide. Any other document must be signed by both parties and specifically reference this Agreement by section or paragraph number to take precedence. Both parties agree that a future version of this Agreement presented to and accepted by Client shall automatically replace this Agreement. This Agreement prevails over any terms and conditions in Client's purchase order or any other document submitted by Client. The parties confirm that they have not relied on any representations not documented in this Agreement. This section does not apply to fraudulent misrepresentation.
• (b) Incompatibility with Law; Severability: If a law, regulation, or ordinance prevents a party from agreeing to one or more terms of this Agreement, or if any terms become or are declared invalid or unenforceable, this Agreement will be amended to the extent permitted by law.
• (c) Notices: Any notice under this Agreement is considered given when delivered personally, sent by confirmed facsimile transmission (next business day after sending), sent by commercial overnight courier with verification of receipt (next business day after delivery to the courier during normal business hours), or sent by certified or registered mail, return receipt requested (fifth business day after posting). Notices must be in writing and addressed to the other party at the address listed on the Order Form or any replacement address provided.
• (d) Waiver: The failure to exercise any right under this Agreement does not waive that right or any other right in the future.
• (e) Dispute Resolution: Any dispute will be resolved through at least two discussions between senior executives of each party. If unresolved, mediation will be attempted. If not resolved within 30 days of the first mediation request, either party may resort to litigation, unless this causes a statute of limitations to expire, in which case, the action may proceed.
• (f) Time Limitation on Claims: Any claim arising from this Agreement must be the subject of a demand letter within 24 months of the party becoming aware of its right to bring the claim.
• (g) Liability and Costs: Client is liable to QI-Tech for any claim, damage, loss, or cost incurred by QI-Tech due to Client's breach of the Agreement, negligence, or wrongful act or omission. Client must pay QI-Tech's proper costs incurred in recovering owed monies or enforcing rights under the Agreement.
• (h) Applicable Law: This Agreement is governed by English law, and the parties submit to the non-exclusive jurisdiction of English courts, except where section 15(e) applies.
• (i) No Agency: Nothing herein creates an agency, partnership, joint venture, or other joint enterprise between the parties.
• (j) Migration: Upon termination, cessation of support, or Client's desire to transition data to another system, QI-Tech will assist in transferring data to an industry-accepted format at prevailing time and materials charges.
• (k) Software Delivery: In cases where QI-Tech is not hosting the Software, all Licensed Materials will be delivered electronically and/or shipped on memory device(s), FOB Origin, QI-Tech, or made available for downloading by QI-Tech. Any Client shipping terms indicating shipments are effective upon arrival at Client’s location are rejected and superseded.
• (l) Force Majeure: Neither party shall be liable to the other for any delay or default in performing hereunder if such delay or default is caused by conditions beyond that party’s reasonable control, including acts of God, governmental restrictions, wars, insurrection, terrorism, natural disasters, and telecommunications link failures under the control of others. Both parties shall promptly resume performance once the force majeure event has passed.
• (m) Audit Rights: Client shall maintain accurate books and records related to the Licensed Materials, including but not limited to their use compared to the License Thresholds and limitations on the Order Form. These records should, wherever possible, permit remote access and review. QI-Tech may, at its sole cost and expense, conduct an audit of Client’s books and records concerning the Licensed Materials during normal business hours, with reasonable advanced notice and no more frequently than annually, and subject to any reasonable confidentiality requirements of Client. If an audit reveals Client’s use of the Licensed Materials is in excess of any License Thresholds, Client shall promptly pay the necessary Supplemental License Fees. If Client’s use exceeds any License Threshold by more than 5%, Client shall reimburse QI-Tech for the audit costs.
• (n) Effect of Termination: Provisions of any document forming part of this Agreement that must survive termination to have full effect, including confidentiality and indemnification obligations, shall survive termination. Termination does not prejudice the rights and duties of either party accrued prior to termination.
• (o) Assignment: Client may not assign this Agreement or its rights and benefits without QI-Tech's express written consent, except in the event of acquisition of all or a majority of Client's assets by a similar business entity, in which case no consent is required. QI-Tech may reasonably assign this Agreement in whole or in part. QI-Tech is free to subcontract its rights and obligations under this Agreement as it sees fit. Subject to the limitations of liability, QI-Tech is liable to Client for acts and omissions of its subcontractors.
• (p) Instructions: QI-Tech assumes that operational and implementation instructions related to the Software provided by Client’s employees, directors, and officers are authorized.
• (q) Non-competition: This Agreement does not prevent QI-Tech from providing Software or services of a similar nature to any person, entity, or enterprise conducting a business competitive to Client’s.
• (r) Costs: Each party must bear its own costs and expenses in performing obligations under the Agreement unless specified otherwise.
• (s) Attorney Fees: Client must pay QI-Tech all costs incurred on a lawyer/client basis in recovering owed monies or enforcing rights against Client under the Agreement.
• (t) Currency: All charges are in Pounds Sterling unless indicated otherwise on the Order Form.
• (u) Payments: Payments must be made in full, and Client may not deduct from the price any set off, counterclaim, or other sum unless agreed by QI-Tech in writing. If Client selects a payment method causing QI-Tech to incur charges, Client agrees to enlarge the payment to fully offset the expense incurred by QI-Tech.
• (v) Taxes: In addition to specified charges, Client shall pay or reimburse QI-Tech for all applicable taxes, excluding taxes on QI-Tech's income. If tax-exempt, Client must provide a copy of the tax-exempt certificate to QI-Tech.
• (w) "Including": Wherever "including" occurs in this Agreement, it means "including without limitation."
• (x) Third-Party Rights: A third party not party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any provision herein. This provision does not affect any right or remedy of any third party existing apart from that Act.
• (y) Gender and Number: References to the plural include the singular and vice versa. References to masculine, feminine, or neuter genders include each gender.