Terms and Conditions

  1. 1. PRODUCTS AND SERVICES TO BE PROVIDED
    1. 1.1 The Licensed Product involved in the provision of the t+ Service includes:
      1. 1.1.1 A Bluetooth cradle with proprietary firmware, (diabetes wireless only); proprietary software on Your mobile phone;
      2. 1.1.2 A database maintained on a remote server for which We shall supply You and any healthcare professionals nominated by You with an individual User Identity;
      3. 1.1.3 Proprietary software performing operations on the database and providing information (including analysed information) from the database to You and to healthcare professionals; and
      4. 1.1.4 Documentation (including operating manuals, user instructions, technical literature and other related materials supplied to You by t+ Medical (whether physically or by electronic means) for aiding the use of the Program, including any part or copy of it).
      5. 1.1.5 The software in the Licensed Product is referred to as the Program where that term is the computer program(s) in object code or machine-readable form on the storage media specified in the accompanying invoice, including any copies of them.
      6. 1.1.6 The hardware on which the Program operates (which includes the Bluetooth cradle and your mobile phone) are referred to as the Equipment.
      7. 1.1.7 Details of the product release number and other specifications are provided on the invoice or confirmation email which is provided when you sign up to any of services.
    2. 1.2 The Licensed Product includes any other Intellectual Property and any goodwill howsoever created together with all modifications, amendments and enhancements made thereto from time to time howsoever made. (In this Agreement, 'Intellectual Property' means patents, trade marks, service marks, trade names, copyright, typography rights, database rights (including rights of extraction), designs and design rights, trade secrets, know-how and the right to keep information confidential, and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world, whether or not any of them are registered and including applications for the grant of registration of any of them).
    3. 1.3 The Service requires You to have a mobile phone of suitable specification (as shown in the then current specification displayed on the Website to support the t+ application and to have a contract with a Service Provider (as shown in the schedule displayed on the Website) and for the Program to be installed on that mobile phone. The expression the Website means any website operated by t+ Medical in connection with the t+ service including without limitation www.thinkdiabetes.co.uk,www.thinkasthma.co.uk and www.tplusmedical.com, www.thinkbloodpressure.co.uk
    4. 1.4 Upon execution of this Agreement, t+ Medical shall as soon as reasonably practicable (so long as any amount due in clauses 2.1 and 2.2 has been paid in full):
      1. 1.4.1 grant to You a non-exclusive non-transferable worldwide Licence to use the Program and the Documentation for the term of the Licence Period as determined in clause 11;
      2. 1.4.2 install the Program in the Equipment and deliver the Equipment to You;
      3. 1.4.3 provide training and operating manuals to You (which may include or be exclusively in the form of documents accessible via the internet);
      4. 1.4.4 provide you with a User Identity to enable you to use the t+ Service;
      5. 1.4.5 on identification by You of the healthcare professionals (including pharmacy) whom You wish to have access to your data, contact such persons and ask them to undertake to use the t+ service and your data only in compliance with the appropriate protocols for health related data;
      6. 1.4.6 provide details to You of any support services that are available; and
      7. 1.4.7 provide the other services described in this Agreement;
      8. 1.4.8 upon the terms and conditions contained in this Agreement.
    5. 1.5 You accept and acknowledge that the Service does not and will not give medical advice or care to You. If you would like or need medical advice or treatment, you should seek such advice or treatment from your normal doctor or healthcare provider.
    6. 1.6 t+ Medical will endeavour to ensure that the Service is available at all times. However its availability is subject to factors outside t+ Medical's control including the availability of the mobile networks and Your own continuance of your separate contract with your mobile service provider. Service will also not be available in areas without GPRS coverage.
  2. 2. PAYMENT
    1. 2.1 Payment will be in accordance with the option (Pre-Paid or Monthly Tariff) selected by You and shown on your invoice.
    2. 2.2 You shall pay in advance to t+ Medical (or to such agent as is nominated in writing by t+ Medical on its behalf) the Licence Fee and all other Charges which fall due under this Agreement as specified on your invoice.
    3. 2.3 The Licence Fee and any additional Charges payable under this Agreement are exclusive of Value Added Tax which shall be paid by You at the rate and in the manner for the time being prescribed by law.
    4. 2.4 The Licence Fee may be subject to review on the renewal or extension of the Licence (as specified in the Schedule) by t+ Medical upon giving You not less than 30 days prior written notice. Such reviewed fee shall take effect on the expiry of the period of notice, unless You have notified t+ Medical that you wish to terminate this Licence in accordance with Clause 9.
    5. 2.5 t+ Medical reserves the right to charge an additional amount upon issue to You of an Upgrade (being a new release of the Program which contains additional facilities and functionality). Such additional charge shall become payable with 30 days of issue unless You have returned the Upgrade to t+ Medical within such period.
    6. 2.6 The Licence Fee relates to use of the Program with one User Identity on the Equipment. The Licence Fee does not entitle You to use the Program installed on more than one set of Equipment at a time and gives You only one User Identity on the t+ Database.
    7. 2.7 t+ Medical(or its agent) may raise an invoice for payment of the Licence Fee at any time following Your entering into of this Agreement, and for the other Charges immediately they fall due. Invoices will be sent to the invoice address set out in the Schedule. Payment of invoices shall be made within 30 days of the date of invoice or on the due date for payment specified in the Schedule, if earlier.
    8. 2.8 If any sum payable to t+ Medical under this Agreement is not paid within 30 days after the due date interest will accrue on a day to day basis both before and after any judgment at a rate of 5 per cent. per year above the Bank of England Base Rate in force from time to time or t+ Medical may at its sole discretion cease to provide the Service.
    9. 2.9 You shall notify t+ Medical in writing within ten working days of receipt of an invoice if You consider such invoice incorrect or invalid for any reason, failing which You shall raise no objection to any such invoice and shall make full payment in accordance with it.
    10. 2.10 You are responsible for ensuring that the Equipment is maintained and fully operational in accordance with the manufacturer's specifications and good industry practices. If t+ Medical is unable to perform any of its obligations under this Clause 2 by reason of the failure by You to perform Your obligations under this Agreement then t+ Medical shall have no liability in respect of failure to provide the Service for the any unexpired term of the Licence Period.
    11. 2.11 You shall be deemed to accept the Program immediately after the first use of the Service during which data are input to the Service.
  3. 3. PERMITTED USE
    1. 3.1 You may Use the Program and the Documentation for processing Your own data only. (For the purpose of this Agreement, the expression 'Use the Program' means to load or copy the Program into and store, run and display the Program in accordance with the terms of this Agreement). You shall not Use or attempt to Use the Program, the Documentation or any of the Program's output for any other purpose including without limitation, to:
      1. 3.1.1 provide a data processing or bureau service to any third party by way of trade or otherwise;
      2. 3.1.2 use the Licensed Product as part of a network or network operating system or in such a way as to Use the Program by users other than yourself, or
      3. 3.1.3 decompile, disassemble, unbundled, reverse engineer or similar (subject to the provisions of Clause 0), or
      4. 3.1.4 anything contrary to any other restrictions stated in this Agreement.
    2. 3.2 You may Use the Program only on the Equipment. If the Equipment becomes inoperable for any reason you should contact t+ Medical in writing and t+ Medical may arrange for the Program to be transferred to such alternative Equipment as you specify so long as such alternative Equipment meets t+ Medical's technical specifications from time to time as stated on the Website and so long as such alternative Equipment is under Your direct control. On such transfer, the alternative equipment shall become the Equipment for the purposes of the Licence and You shall not continue to Use the Program on the equipment so replaced.
    3. 3.3 You hereby undertake not to alter or modify the whole or any part of the Licensed Product in any way whatever nor permit the whole or any part of the Program to be combined with or become incorporated in any other program except to the extent permitted by law.
    4. 3.4 You shall not translate or adapt the Program and Documentation for any purpose nor arrange or create derivative works based on the Program without t+ Medical's express written consent in each case.
    5. 3.5 You undertake:
      1. 3.5.1 to supervise and control Use of the Program in accordance with the terms of this Agreement;
      2. 3.5.2 (subject to the provisions of Clause 3.4 ) to replace the current version of the Program with the updated or Upgraded version forthwith on receipt;
      3. 3.5.3 not to provide or otherwise make available the Program in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person.
      4. 3.5.4 not to make copies (including back-up copies) of the Program and not to make copies of the Documentation save that if the Documentation is available only through the Website you may make one copy for your own personal use.
    6. 3.6 You shall not transfer or distribute (whether by rental, sale, assignment, licence, loan or otherwise) all or any part of the Program or the Documentation to any other person.
    7. 3.7 If You wish to develop any independently created program which operates in conjunction with the Program, You may obtain the information required to achieve the interoperability of that program with the Program (the 'Interoperable Information') from t+ Medical in accordance with and subject to t+ Medical's then current terms and charges for the provision of the Interoperable Information (and t+ Medical may apply a charge for such services) and such other conditions imposed by law.
    8. 3.8 You shall not use the Licensed Product for illegal purposes or resell or resupply the Licensed Product if You know or suspect it is intended or likely to be used for such a purpose.
    9. 3.9 You acknowledge that You are licensed to use the Program and associated Documentation only in accordance with the express terms of this Agreement and not further or otherwise.
    10. 3.10 You shall during the continuance of the Licence effect and maintain adequate security measures to safeguard the Program from access, use or copying by any unauthorised person and retain the Licensed Product under Your effective control.
    11. 3.11 The Program is and shall remain the property of t+ Medical and t+ Medical reserves the right to grant licences to use the Program or part of it to third parties. You agree not to remove, suppress or modify in any way any proprietary markings, including any trade mark or copyright notice, on or in the Licensed Product or which are visible during operation of the Program or which are on its carrier medium or on any Documentation. You agree to notify t+ Medical immediately if You become aware of any unauthorised access to, use or copying of the Licensed Product by any person.
  4. 4. CONFIDENTIALITY
    1. 4.1 You hereby acknowledge that the Program contains confidential information of t+ Medical and/or of third parties which may also be copyright. You undertake to keep confidential all information contained in the Program (the 'Information') and shall not divulge the same to any third parties without the prior written consent of t+ Medical which shall not be unreasonably withheld or delayed.
    2. 4.2 You may divulge the Information only to those persons who are bound by a similar confidentiality undertaking and You undertake to ensure that they are aware prior to the disclosure of all or any part of the Information that the same is confidential and that they owe a duty of confidence to t+ Medical. You shall indemnify t+ Medical in full against any loss or damage and reasonable costs which t+ Medical may sustain or incur as a result of Your failing to comply with such undertaking or any other unauthorised disclosure under this Clause.
    3. 4.3 This clause 4 shall remain in full force and effect notwithstanding any termination of the Licence or this Agreement.
  5. 5. WARRANTIES
    1. 5.1 t+ Medical warrants that for a period of 90 days from the date of this Agreement (or, if later, the date on which you activate your User Identity) the Licensed Product (including the Program) will provide the facilities and functions and perform substantially as described in the Documentation when used properly; however, t+ Medical does not warrant that operation of the Licensed Product will be uninterrupted or error free.
    2. 5.2 t+ Medical's obligation and Your exclusive remedy under the warranty given in this Clause is limited either:
      1. 5.2.1 to t+ Medical, at its own expense and option, using all reasonable endeavours to rectify any non-conformance with this warranty by way of a patch, bug-fix, software update, work around, correction or otherwise within a reasonable period of time,
      2. 5.2.2 at t+ Medical's option, replacement of Licensed Product (including the Program and the Equipment) in whole or in part, or
      3. 5.2.3 to a refund of the Licence Fee paid if in t+ Medical's reasonable opinion it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost to t+ Medical whereupon this Agreement shall terminate forthwith.
    3. 5.3 t+ Medical shall have no liability or obligation under the warranty given in this Clause unless it has received written notice from You of any non-conformance with the warranty within 2 calendar months from the later of (1) the date of delivery of the Licensed Product to You and (2) activation by you of your User Identity.
    4. 5.4 You acknowledge that the Licensed Product has not been prepared to meet Your individual requirements and that it is Your responsibility to ensure that the facilities and functions of the Licensed Product meet Your requirements.
    5. 5.5 t+ Medical shall not be liable for any failure of the Licensed Product to provide any facility or function not described in the Documentation or for any failure of the Licensed Product attributable to any modification (whether by alteration, deletion, addition or otherwise) to the Licensed Product made by either You in default of your obligations under this Agreement, by persons other than t+ Medical, or combination of the Licensed Product or any part of it with other software or equipment without t+ Medical's express prior written consent.
    6. 5.6 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
  6. 6. LIMITATION OF LIABILITY
    1. 6.1 Notwithstanding anything else contained in this Agreement, t+ Medical shall not be liable to You for:
        2. class="terms-level3"
      1. 6.1.1 loss of profits or goodwill; or
      2. 6.1.2 any type of special, indirect or consequential loss; or
      3. 6.1.3 the consequences of any action or lack of action taken by you or by other persons whom you nominate to have access to your data whether in compliance with this Agreement or otherwise;
      4. 6.1.4 even if such loss was reasonably foreseeable and t+ Medical had been advised of the possibility of You incurring the same.
    2. 6.2 There shall be no limit on t+ Medical's liability to You for:
      1. 6.2.1 death or personal injury resulting from its own negligence or that of its employees, agents or subcontractors; or
      2. 6.2.2 loss or damage suffered by You as a result of a breach by t+ Medical of the implied statutory undertakings as to title, fitness for purpose and satisfactory quality; or
      3. 6.2.3 loss or damage arising from t+ Medical's fraud.
    3. 6.3 In any other case not falling within Clause 0 t+ Medical's entire liability under or in connection with this Agreement and any other agreement with You relating to the Licensed Product or based on any claim for indemnity or contribution shall be limited to the actual amount received or receivable by t+ Medical from You from the date of this Agreement up to the date of such claim.
    4. 6.4 You acknowledges that You are entitled to negotiate the amount of any limit on t+ Medical's liability under the Agreement and have elected (unless other limits are agreed by t+ Medical) to accept the limitations in this Clause.
  7. 7. TRADEMARKS
    1. 7.1 t+ Medical has registered t+ as trademarks in the UK and has applied for such registration in the EC. By accepting these TERMS and CONDITIONS you acknowledge t+ Medical's right to such trademarks and agree to treat them as trademarks whether or not such registration be been completed, where the term trademark means the word or mark however represented, including stylised representations, all associated logos and symbols and combinations of the foregoing with another word or mark.
    2. 8. INTELLECTUAL PROPERTY INDEMNITY
      1. 8.1 If Your normal use or possession of the Licensed Product is held by a court of competent jurisdiction to constitute an infringement of a third party's Intellectual Property rights then t+ Medical may at its own expense:
        1. 8.1.1 procure for You the right to continue using the Licensed Product,
        2. 8.1.2 modify or replace the Licensed Product so as to avoid the infringement, or
        3. 8.1.3 if 8.1.1or 8.1.2 above cannot be accomplished on reasonable terms, refund the Licence Fee whereupon this Agreement shall terminate forthwith.
      2. 8.2 edical shall have no liability for any claim of infringement based on:
        1. 8.2.1 the use of other than the latest unaltered current release of the Licensed Product or the computer's operating system on which the Licensed Product is expected to operate, or
        2. 8.2.2 Your refusal to use a modified or replaced Program supplied or offered to be supplied pursuant to Clause 0 .
      3. 8.3 The foregoing states the entire liability of t+ Medical with respect to infringement or alleged infringement of any third party rights of any kind whatsoever by the Licensed Product or t+ Medical.
    3. 9. PERIOD OF LICENCE AND TERMINATION
      1. 9.1 The period of the Licence and of the provision of the Service to You will initially be the period shown in the invoice which accompanies this Agreement. At the end of that period the Licence will continue unless and until it is terminated by either of us giving not less than 30 days notice.
      2. 9.2 You or We may terminate this Agreement forthwith on giving notice in writing to the other party if the other party:
        1. 9.2.1 is unable to pay its debts; or
        2. 9.2.2 passes a resolution or has a court order made for it (or its holding company within the meaning of s.736 of the Companies Act 1985) to be wound up (except for the purposes of a solvent amalgamation or re-construction); or
        3. 9.2.3 makes an arrangement with its creditors; or
        4. 9.2.4 becomes subject to an administration order or a receiver or administrative receiver is appointed over all or any of its assets or takes or suffers to be taken any similar action in consequence of a debt; or
        5. 9.2.5 ceases or threatens to cease trading; or
        6. 9.2.6 is dissolved; or
        7. 9.2.7 suffers or is subject to any equivalent event or procedure to those set out in this Clause 9.2 in any other jurisdiction; or
        8. 9.2.8 commits a material breach of this Agreement which:
          1. 9.2.8.1 is not, in the reasonable opinion of the party giving the notice of termination, capable of remedy; or
          2. 9.2.8.2 being capable of remedy, is not remedied within 30 days after the non-breaching party has given written notice requiring such breach to be remedied.
      3. 9.3 On termination of the Licence howsoever caused You shall immediately cease to use the Licensed Product, t+ Medical will disable your User Identity and if requested by t+ Medical You shall return to t+ Medical within seven days of the date of termination under this Clause the Licensed Product including any modifications of it made by You and all copies of the whole or any part of it, or shall destroy the same (in the case of the Program and electronic copies of the Documentation by erasing it from the media on which it is stored). If so requested by t+ Medical, within seven days of the date of termination under this Clause the Licensed Product including any modifications of it made by You and all copies of the whole or any part of it, or shall destroy the same (in the case of the Program and electronic copies of the Documentation by erasing it from the media on which it is stored). If so requested by t+ Medical, You shall certify in writing within 14 days of termination to t+ Medical that the obligations imposed by this Clause have been complied with.
      4. 9.4 You agree that You will not at any time recreate or attempt to recreate the Program or the Documentation.
      5. 9.5 Termination of the Licence howsoever caused shall not affect the rights of either party under this Agreement which may have accrued up to the date of termination and Clauses 4 and 6 shall survive termination.
    4. 10. GENERAL
      1. 10.1 You shall not be entitled to assign, sub-licence or otherwise transfer the Licence or this Agreement whether in whole or in part.
      2. 10.2 t+ Medical may assign or otherwise transfer the Licence or this Agreement to any other company (including any company which is from time to time a holding company or a subsidiary of t+ Medical or a subsidiary of any such holding company (as those expressions are defined in s.736 of the Companies Act 1985), including any company which acquires control of t+ Medical.
      3. 10.3 Any notice given by a party under this Agreement shall be given in writing and delivered by hand or by post (if to You) at the most recent address which you have notified to us and (if to t+ Medical) at the head office as contained in this agreement (unless We have subsequently notified You of a different head office).
      4. 10.4 Unless the context otherwise requires, in this Agreement any reference to:
        1. 10.4.1 a person includes any individual and his personal representatives, a firm, a company or other corporate body, a partnership, an unincorporated association, an organisation, a government or state or agency of a government or state, a foundation, a trust (in each case whether or not having separate legal identity) and all other legal persons or whatever kind;
        2. 10.4.2 the singular includes the plural and vice versa;
        3. 10.4.3 any gender includes all genders;
        4. 10.4.4 writing includes any means of reproducing words in a legible and non-transitory form and does not include words displayed on an electronic or visual display screen;
        5. 10.4.5 an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal term;
        6. 10.4.6 a signature includes a signature printed or reproduced by mechanical, electronic or other means or any stamp or other distinctive marking made by or with the authority of the person required to sign the document to indicate it is approved by such person;
        7. 10.4.7 a Clause or Schedule or Appendix is a reference to a Clause of, or a Schedule or Appendix to, this Agreement and reference to a Paragraph is a reference to a Paragraph of a Schedule;
        8. 10.4.8 a party means a party to this Agreement and includes successors or assigns of that party; and
        9. 10.4.9 the words "includes" or "including", shall be construed without limitation to the generality of the preceding words or to the words following;
        10. 10.4.10 where there is any conflict or inconsistency between this document and any Schedule or attachment, the former prevails;
        11. 10.4.11 any negative obligation imposed on any party shall be construed as if it were also an obligation not to permit or suffer the act or thing in question and any positive obligation shall be construed as if it were also an obligation to procure that the act or thing in question is done;
        12. 10.4.12 headings are for ease of reference only and do not affect its interpretation.
      5. 10.5 with this Agreement shall not apply unless expressly accepted in writing by t+ Medical. If any provision of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.
      6. 10.6 No waiver of any breach of this Agreement shall constitute a waiver of any other breach of the same or other provisions of this Agreement and no waiver shall be effective unless made in writing.
      7. 10.7 This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and supersedes all previous communications, representations and arrangements, written or oral. You acknowledge that no reliance is placed on any representation made but not embodied in this Agreement. The printed terms and conditions of any purchase order or other correspondence and documents issued by You in connection
      8. 10.8 Except as otherwise permitted by this Agreement, no change to its terms shall be effective unless in writing and signed by persons authorised on behalf of both parties.
      9. 10.9 This Agreement shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts.