(1) ClinicalWill.app Ltd (trading as ClinicalWill.app), incorporated and registered in England and Wales with company number 14131785, whose registered office is at Amelia House, Crescent Road, Worthing BN11 1RL (ClinicalWill.app); and
(2) the person or entity who subscribes for access to the Platform (as that term is defined below) on their own behalf or through their representative as applicable, (the Practitioner);
(each, a Party, and together, the Parties).
(A) ClinicalWill.app is the operator of a digital records management platform for the administration of Clinical Wills (the Platform), which it makes available to subscribers via the internet on a paid subscription basis (and which it may from time to time make available on a free trial basis).
(B) The Practitioner wishes to use the Platform in its business operations.
(C) ClinicalWill.app has agreed to provide, and the Practitioner has agreed to take and pay for, access to the Platform, subject to these terms and conditions (the Terms).
1.1. The definitions and rules of interpretation in this clause shall apply in these Terms.
| Access Date | the date on which the Practitioner is first given access to the Platform by ClinicalWill.app; |
| Authorised Users | the Practitioner, each of the Practitioner's Clinical Trustees, and each of the Practitioner's Next of Kin, together with any employees or independent contractors of the Practitioner which the Practitioner permits to access and use the Platform; |
| Business Day | any day which is not a Saturday, Sunday or public holiday in the UK; |
| Clinical Trustee | the person nominated by the Practitioner as the trustee or executor of their Clinical Will, as specified by the Practitioner on the Platform; |
| Clinical Will | a set of instructions made by a therapist, counsellor, coach or similar professional for what will happen to their practice in the event that they are no longer able to work due to sudden illness or death; |
| Confidential Information | all information (however recorded or preserved) that one Party discloses or makes available to the other Party in connection with the Contract and which would be regarded as confidential by a reasonable business person, including any information that is labelled as such, and any data (including Practitioner Data) identified as such in clause 9; |
| Contract | the contract between the Practitioner and ClinicalWill.app for the supply of the Services, formed pursuant to and in accordance with these Terms; |
| Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures | have the meanings given to those terms in the Data Protection Legislation; |
| Data Protection Legislation | means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); |
| Documentation | any documents and other materials made available to the Practitioner by ClinicalWill.app, through ClinicalWill.app's website or otherwise, which specify the functionality of the Platform, or relate to the manner in which the Platform may be used by the Practitioner and the Authorised Users; |
| Initial Subscription Period | the period of 12 months commencing on the Subscription Start Date; |
| Next of Kin | the person identified by the Practitioner as the next of kin or initiator of their Clinical Will, as specified by the Practitioner on the Platform; |
| Platform | the records management platform for the administration of clinical wills which ClinicalWill.app makes available at https://clinicalwill.app in accordance with this Agreement; |
| Practitioner Data | the data inputted to the Platform by or at the instigation of the Practitioner, for the purpose of using the Services; |
| Renewal Period | has the meaning set out in clause 12.1; |
| Services | the subscription services provided by ClinicalWill.app to the Practitioner through access to the Platform, as more particularly described in the Schedule to these Terms; |
| Subscription Fees | the subscription fees payable by the Practitioner to ClinicalWill.app for access and use of the Services, as determined in accordance with clause 7; |
| Subscription Start Date | the day on which the Practitioner subscribes through the Platform for a subscription in respect of the Initial Subscription Period; |
| Subscription Term | the Initial Subscription Period together with any subsequent Renewal Period(s); |
| Trial Period | the period of up to 60 days (or such other period as ClinicalWill.app specifies from time to time at its discretion) commencing on the Access Date, during which the Practitioner is permitted to access the Services on a 'trial' basis prior to committing to an annual subscription; |
| Virus | any thing or device (including any software, code, file or computer programme) which may prevent, impair or otherwise adversely affect access to and/or the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect any user's experience of the Platform or the Services provided by ClinicalWill.app, including worms, Trojan horses, viruses and other similar things or devices. |
2.1. Subject to these Terms and the Documentation ClinicalWill.app hereby grants to the Practitioner a non-exclusive, non-transferable right and licence (without the right to grant sub-licences) to use and enable Authorised Users to use the Services in the manner set out in these Terms and the Documentation during the Trial Period and the Subscription Term. These Terms incorporate the following additional ClinicalWill.app terms, which also apply to the Practitioner's use of the Services:
2.1.1. Data Processing Agreement;
2.1.2. Privacy Notice; and
2.1.3. Website Terms of Use.
These additional terms can be found at https://clinicalwill.app/legal.
2.2. By completing the registration form, the Practitioner (or the individual completing the registration form on behalf of the Practitioner) warrants:
2.2.1. that they are not a minor;
2.2.2. that they are not resident in the United States of America or Canada; and
2.2.3. where applicable, that they are authorised to enter into binding contracts on behalf of the Practitioner.
2.3. The Practitioner acknowledges that:
2.3.1. its access to the Platform and the Services will automatically end at the expiry of the Trial Period save where the Practitioner has subscribed through the Platform for an annual subscription prior to the expiry of the Trial Period; and
2.3.2. ClinicalWill.app may delete any Practitioner Data inputted to the Platform during the Trial Period on or after the expiry of the Trial Period if the Practitioner has not, as at that point, subscribed for an annual subscription.
2.4. The Practitioner undertakes that, throughout the Trial Period and the Subscription Term:
2.4.1. it shall keep secure any login credential including passwords issued to it for the use of the Services and that it shall ensure that all Authorised Users keep such login credentials confidential;
2.4.2. it shall only use the Services for its own business purposes and shall not resell the Platform or the Services.
2.5. The Practitioner shall not, and shall procure that its Authorised Users shall not, use the Services or the Platform in a manner that:
2.5.1. is in breach of any fair usage policy published by ClinicalWill.app from time to time, or otherwise constitutes unreasonable, excessive or malicious use of the Services or the Platform;
2.5.2. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.5.3. facilitates illegal activity;
2.5.4. depicts sexually explicit images;
2.5.5. promotes unlawful violence;
2.5.6. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;
2.5.7. results in the transmission or distribution of any Viruses; or
2.5.8. in a manner that is otherwise illegal or causes damage or injury to any person or property;
and ClinicalWill.app reserves the right, without liability and without prejudice to its other rights, to disable the Practitioner's access to any hosted material that breaches the provisions of this clause, or to suspend or terminate the Contract in the event of breach of this clause by the Practitioner or any Authorised User.
2.6. The Practitioner shall not:
2.6.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted hereunder:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, the Services and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or the Services; or
2.6.2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.6.3. subject to clause 18.1, license, sell, rent, lease, transfer, assign, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available for exploitation by any third party except the Authorised Users, or
2.6.4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2 - provided always that this clause 2.6.4 shall not preclude the Practitioner from recommending the Platform to third parties who may wish to procure access to the Platform from ClinicalWill.app; or
2.6.5. introduce or permit the introduction of, any Virus into the Platform, the Services or ClinicalWill.app's network and information systems.
2.7. The Practitioner shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify ClinicalWill.app.
2.8. The rights provided under this clause 2 are granted to the Practitioner only, for the benefit of the Practitioner and its Authorised Users, and not to any third party.
2.9. The Practitioner is responsible for ensuring its Authorised Users can access the Services and keep their passwords and email addresses up to date in this regard.
3.1. ClinicalWill.app shall, during the Trial Period and the Subscription Term, provide the Services and supply the Documentation to the Practitioner subject to these Terms. ClinicalWill.app does not provide advice or professional guidance in relation to the Services. The Practitioner shall carry out its own due diligence in relation to the nature of the Services and their appropriate use.
3.2. ClinicalWill.app shall use commercially reasonable endeavours to make the Services available during the Subscription Term 24 hours a day, seven days a week, subject to any periods of unavailability arising from planned or emergency maintenance.
3.3. ClinicalWill.app may, where reasonably practicable, give the Practitioner notice of any significant planned maintenance to the Platform or Services.
3.4. The Practitioner should notify any issues affecting the Platform or the Services to ClinicalWill.app promptly on discovery.
4.1. The Practitioner shall own all right, title and interest in and to all of the Practitioner Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Practitioner Data.
4.2. ClinicalWill.app shall follow its standard back-up procedures in respect of Practitioner Data. In the event of any loss or damage to Practitioner Data, the Practitioner's sole and exclusive remedy shall be for ClinicalWill.app to use reasonable commercial endeavours to restore the lost or damaged Practitioner Data from the latest back-up of such Practitioner Data maintained by ClinicalWill.app in accordance with its standard back-up procedure. ClinicalWill.app shall not be responsible for any loss, destruction, alteration or disclosure of Practitioner Data caused by the Practitioner, or by any Authorised User or third party, and the Practitioner acknowledges that ClinicalWill.app shall have no obligation to reconstitute records of Practitioner Data subject to loss, destruction, alteration or disclosure through the actions of the Practitioner, any Authorised User or any third party.
4.3. The Practitioner acknowledges that ClinicalWill.app does not, as part of its operations in providing the Services, collect personal data for its own purposes. All data collected as a result of the use of the Services is stored securely and confidentially by ClinicalWill.app. ClinicalWill.app shall, in providing the Services, comply with its legal and statutory obligations relating to the privacy and security of any personal data provided by the Practitioner's service users. Anonymised data may be used by ClinicalWill.app to improve its services or for general dissemination of anonymised analysis to the relevant industry and to Practitioners.
4.4. If ClinicalWill.app processes any personal data on the Practitioner's behalf when performing its obligations, the Parties record their intention that the Practitioner shall be the data controller and ClinicalWill.app shall be a data processor and in any such case:
4.4.1. each Party shall comply in full with its obligations under these Terms and the Data Processing Agreement, which forms part of these Terms;
4.4.2. the Practitioner shall ensure that the Practitioner is entitled to transfer the relevant personal data to ClinicalWill.app so that ClinicalWill.app may lawfully use, process and transfer the personal data in accordance with these Terms on the Practitioner's behalf;
4.4.3. the Practitioner shall ensure that the relevant third parties have been informed of, and, where consent is the legal basis for such processing, that they have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislation;
4.4.4. ClinicalWill.app shall process the personal data only in accordance with these Terms, and the Data Processing Agreement, and any lawful instructions reasonably given by the Practitioner from time to time; and
4.4.5. each Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5.1. ClinicalWill.app undertakes that the Services will be provided substantially in accordance with the Documentation and with reasonable skill and care during the Subscription Term.
5.2. The undertaking at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to ClinicalWill.app's instructions, or modification or alteration of the Services by any party other than ClinicalWill.app or ClinicalWill.app's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, ClinicalWill.app will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Practitioner with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Practitioner's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. Notwithstanding the foregoing, ClinicalWill.app:
5.2.1. does not warrant that:
(a) the Practitioner's use of the Services will be uninterrupted or error-free;
(b) that the Services, Documentation and/or the information obtained by the Practitioner through the Services will meet the Practitioner's requirements; or
(c) the Platform or the Services will be free from Viruses;
5.2.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Practitioner acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such facilities.
5.3. Nothing in these Terms shall prevent ClinicalWill.app from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided hereunder.
5.4. ClinicalWill.app warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
6.1. The Practitioner shall:
6.1.1. provide ClinicalWill.app with:
(a) all necessary co-operation; and
(b) all necessary access to such information as may be required by ClinicalWill.app;
in order to provide the Services, including but not limited to Practitioner Data, security access information and technical information required for any configuration services;
6.1.2. comply with all applicable laws and regulations in connection with the performance of its obligations and exercise of its rights under the Contract;
6.1.3. carry out all other Practitioner responsibilities set out in these Terms and in the Documentation in a timely and efficient manner. In the event of any delays in the Practitioner's provision of such assistance as agreed by the Parties, ClinicalWill.app may adjust any agreed timetable or delivery schedule as reasonably necessary and ClinicalWill.app shall not be liable for any failure to deliver any or all of the Services to the extent caused by the Practitioner's delay;
6.1.4. ensure that it, and all Authorised Users use the Services and the Documentation in accordance with these Terms and shall be responsible for any Authorised User's breach of these Terms;
6.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for ClinicalWill.app, its contractors and agents to perform their obligations hereunder, including without limitation the Services;
6.1.6. ensure that its network and systems comply with the relevant specifications provided by ClinicalWill.app from time to time;
6.1.7. be solely responsible for informing all Authorised Users of the technical specification of any equipment required to use the Services (including but not limited to providing correct information in relation to the delivery of outcomes from the use of the Services); and
6.1.8. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to ClinicalWill.app's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Practitioner's (or any Authorised User's) network connections or telecommunications links or caused by the internet.
7.1. In consideration of the provision of the Services, the Practitioner shall pay the Subscription Fees to ClinicalWill.app in accordance with this clause 7 and the Documentation.
7.2. For so long as ClinicalWill.app makes the Services available on a 'Pay What You Think Is Fair' basis, the Subscription Fees shall be as specified by the Practitioner during the course of subscribing for an annual subscription, or as otherwise specified by the Practitioner through the Platform from time to time (any such change to take effect from the next Renewal Period).
7.3. The Practitioner acknowledges that ClinicalWill.app may cease to make the Services available on a 'Pay What You Think Is Fair' basis at any time at its discretion, subject to providing the Practitioner with not less than thirty days' notice of the proposed Subscription Fees, and that the Subscription Fees notified by ClinicalWill.app to the Practitioner will take effect from the start of the next Renewal Period following the expiry of such notice period unless the Practitioner elects to terminate the Contract through the Platform prior to the expiry of the notice period.
7.4. The Practitioner shall pay ClinicalWill.app in advance for the Subscription Fees due in respect of the Initial Subscription Period and in respect of each subsequent Renewal Period, such payment to be made on the Subscription Start Date in respect of the Initial Subscription Period and by not later than the start of the relevant Renewal Period in respect of each subsequent Renewal Period.
7.5. If ClinicalWill.app does not receive payment of any instalment of the Subscription Fees when due, and without prejudice to any other rights and remedies of ClinicalWill.app, ClinicalWill.app may:
7.5.1. charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, such interest to accrue each day at a rate equal to 4% a year above the Bank of England's base rate from time to time; and/or
7.5.2. without liability to the Practitioner, disable the Practitioner's login data, passwords, account and access to all or part of the Services and ClinicalWill.app shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.
7.6. All amounts and fees stated or referred to in these Terms and the Documentation:
7.6.1. shall be payable in pounds sterling;
7.6.2. are non-cancellable and non-refundable; and
7.6.3. are expressed inclusive of any value added tax, or other local sales taxes, that may be applicable. Where applicable, value added tax shall be stated within ClinicalWill.app's invoice(s) at the appropriate rate. Where local sales tax or value added tax is accounted for by the purchaser of supplies the Practitioner shall make its own arrangements for payment, after providing ClinicalWill.app with appropriate information.
7.7. Notwithstanding that the Subscription Fees can at ClinicalWill.app's sole discretion be waived by ClinicalWill.app for a period to be determined by ClinicalWill.app; for example during the Trial Period, these Terms shall remain in full effect.
8.1. The Practitioner acknowledges and agrees that ClinicalWill.app and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, ClinicalWill.app does not grant the Practitioner any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation, and the Practitioner grants to ClinicalWill.app an irrevocable worldwide transferable license to use any and all ideas and approaches to improve the Services created by the Practitioner and notified to ClinicalWill.app.
8.2. To the extent that the Practitioner provides input to supplement the content of the Services, the Practitioner hereby confirms and warrants that it owns all intellectual property rights and title to provide said content (or has a licence in place for its use in this manner) and shall indemnify and keep ClinicalWill.app indemnified, without limitation, against all claims, damages, cost and expense arising from its use in the manner requested by the Practitioner.
8.3. ClinicalWill.app confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.
9.1. Each Party may be given access to Confidential Information from the other Party in order to perform its obligations. A Party's Confidential Information shall not be deemed to include information that:
9.1.1. is or becomes publicly known other than through any act or omission of the receiving Party;
9.1.2. was in the other Party's lawful possession before the disclosure;
9.1.3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
9.1.4. the Parties agree in writing is not confidential or may be disclosed;
9.1.5. is independently developed by the receiving Party, which independent development can be shown by written evidence; or
9.1.6. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2. Each Party and its Authorised Users, and in particular Clinical Trustees and/or Next of Kin, who are entitled to use the Platform shall hold any Confidential Information processed by ClinicalWill.app in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than as set out in these Terms.
9.3. Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these Terms.
9.4. Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.5. The Practitioner acknowledges that details of the Platform and the Services, and the results of any performance tests of the Platform or the Services, constitute ClinicalWill.app's Confidential Information.
9.6. ClinicalWill.app acknowledges that the Practitioner Data is the Confidential Information of the Practitioner.
9.7. The provisions of this clause 9 shall survive termination of these Terms, however arising.
10.1. The Practitioner shall defend, indemnify and hold harmless ClinicalWill.app against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Practitioner's use of the Services and/or Documentation.
10.2. Save for the circumstances expressly stated in clause 8.2, ClinicalWill.app shall defend the Practitioner against any claim that the Services or Documentation infringes any United Kingdom patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Practitioner for any claim awarded against the Practitioner in judgment or settlement of such claims, provided that:
10.2.1. ClinicalWill.app is given prompt notice of any such claim;
10.2.2. the Practitioner does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to ClinicalWill.app in the defence and settlement of such claim, at ClinicalWill.app's expense; and
10.2.3. ClinicalWill.app is given sole authority to defend or settle the claim.
10.3. In the defence or settlement of any claim, ClinicalWill.app may procure the right for the Practitioner to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Services, on 2 Business Days' notice to the Practitioner, and refund any Subscription Fees pre-paid in respect of the period following termination on a pro rata basis without any additional liability or obligation to pay liquidated damages or other additional costs to the Practitioner.
10.4. In no event shall ClinicalWill.app, its employees, agents and sub-contractors be liable to the Practitioner to the extent that the alleged infringement is based on:
10.4.1. a modification of the Services or Documentation by anyone other than ClinicalWill.app; or
10.4.2. the Practitioner's use of the Services or Documentation in a manner contrary to the instructions given to the Practitioner by ClinicalWill.app; or
10.4.3. the Practitioner's use of the Services or Documentation after notice of the alleged or actual infringement from ClinicalWill.app or any appropriate authority or
10.4.4. the Practitioner Data; or
10.4.5. the Practitioner's breach of these Terms.
10.5. The foregoing and clause 11.4.2 states the Practitioner's sole and exclusive rights and remedies, and ClinicalWill.app's (including ClinicalWill.app's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any intellectual property right including but not limited to any patent, copyright, trade mark, database right or right of confidentiality.
11.1. This clause 11 sets out the entire liability of ClinicalWill.app (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Practitioner:
11.1.1. arising under or in connection with these Terms including the Data Processing Agreement;
11.1.2. in respect of any use made by the Practitioner or any Authorised User of the Services and the Documentation or any part of them; and
11.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms including the Data Processing Agreement.
11.2. Except as expressly and specifically provided in these Terms:
11.2.1. the Practitioner assumes sole responsibility for use of the Services and the Documentation by itself or its Authorised Users, and for ascertaining the suitability of the Services for such use. ClinicalWill.app shall have no liability for any damage caused by errors or omissions in any Practitioner Data, information, instructions or scripts provided to ClinicalWill.app by the Practitioner or its Authorised Users in connection with the Services, or any actions taken by ClinicalWill.app at the direction of the Practitioner or its Authorised Users;
11.2.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms including the Data Processing Agreement; and
11.2.3. the Services and the Documentation are provided to the Practitioner on an "as is" basis.
11.3. Nothing in these Terms excludes the liability of ClinicalWill.app:
11.3.1. for death or personal injury caused by ClinicalWill.app's negligence; or
11.3.2. for fraud or fraudulent misrepresentation.
11.4. Subject to clause 11.2 and clause 11.3:
11.4.1. ClinicalWill.app shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms (including the Data Processing Agreement); and
11.4.2. ClinicalWill.app's total aggregate liability under these Terms (and the Data Processing Agreement) in respect of all liability arising out of or in connection with events or circumstances occurring in the Initial Subscription Period or any Renewal Period shall not exceed (i) total Subscription Fees paid by the Practitioner in respect of the same 12-month period, or if greater (ii) a sum of £50 sterling.
12.1. The Subscription Term shall commence on the Subscription Start Date and, unless otherwise terminated as provided in this clause 12, shall continue for the Initial Subscription Period and, thereafter, shall be automatically renewed for successive 12 monthly periods (each a Renewal Period), unless:
12.1.1. either Party cancels the subscription to the Services by notifying the other Party through the Platform prior to the end of the Initial Subscription Period, or the then current Renewal Period (as applicable); or
12.1.2. the Contract is otherwise terminated in accordance with the provisions of these Terms.
12.2. Without affecting any other right or remedy available to it, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if:
12.2.1. the other Party commits a material breach of any of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 15 Business Days after being notified to do so;
12.2.2. the other Party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 12.2.2.
12.3. Without affecting any other right or remedy available to it, ClinicalWill.app may terminate the Contract with immediate effect by giving written notice to the Practitioner if the Practitioner fails to pay any Subscription Fees when due, and does not rectify such failure within 15 Business Days after being notified to do so.
12.4. On termination of these Terms for any reason:
12.4.1. all licences granted shall immediately terminate, and the Practitioner and its Authorised Users shall no longer be able to access the Platform in order to process changes to the Authorised Users or to the Practitioner's clinical will;
12.4.2. ClinicalWill.app reserves the right to delete Practitioner Data after the expiry of a period of twelve months following termination of the Contract (or immediately in the case of Practitioner Data inputted during the Trial Period in the event that the Practitioner did not subsequently subscribe on an annual subscription basis) save where an Authorised User has contacted ClinicalWill.app in order to access Practitioner Data in accordance with the Practitioner's clinical will and, where required, paid any Subscription Fees due under these Terms in order to retain access to the Practitioner Data through the Platform following the expiry of that period;
12.4.3. the Practitioner shall erase all of ClinicalWill.app's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided to the Practitioner by third parties (to the extent technically and legally practicable);
12.4.4. ClinicalWill.app shall respond to any requests from the Practitioner or an Authorised User for access to Practitioner Data following termination on a case-by-case basis, but the Practitioner acknowledges that Practitioner Data may no longer be available after the periods specified in clause 12.4.2; and
12.4.5. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
ClinicalWill.app shall have no liability to the Practitioner if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ClinicalWill.app or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemics and epidemics, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
No failure or delay by a Party to exercise any right or remedy provided hereunder 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.
Except as expressly provided, the rights and remedies provided are in addition to, and not exclusive of, any rights or remedies provided by law.
16.1. If any provision (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
17.1. These Terms and all documents referred to, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
17.2. Each of the Parties acknowledges and agrees that in agreeing these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of these Terms, other than as expressly set out herein.
18.1. The Practitioner shall not, without the prior written consent of ClinicalWill.app, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations set out in these Terms.
18.2. ClinicalWill.app may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
Nothing in these Terms is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20.1. Any notice required to be given under these Terms shall be delivered by email or otherwise by any agreed electronic means which shall include messages via the Practitioner's online account interface (forming part of the Services). Where previously agreed, the Parties may deliver written notices by hand or send them by pre-paid first-class post or recorded delivery post to the other Party at its registered office address, or such other address as may have been notified by that Party for such purposes.
20.2. A notice delivered by electronic means shall be deemed received the day it is being sent. A notice delivered by hand shall be deemed to have been received when delivered. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
20.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with These Terms or their subject matter (including non-contractual disputes or claims).
These Terms were last updated on 25th February 2026.
If you have any questions, please email support@clinicalwill.app.
ClinicalWill.app is a digital records management platform that enables Practitioners to create and manage Clinical Wills.
The Platform allows Practitioners to securely provide their nominated Next of Kin and Clinical Trustees with online access to the information necessary for each to fulfil their respective roles in executing the Practitioner's Clinical Will, as specified by the Practitioner.