myClara Terms of Service

Last updated
January 8, 2021

These terms relate to use of the Services by patients, particularly the myClara patient application. Using our Services constitutes acceptance of the terms in this Agreement.

Definitions

1. You, Clara and the Partner Pharmacy: When we say "you" or "your" we mean both you, the registered user of the Services. When we say "we", "us", "our" or "Clara", we mean the limited company Get Clara Ltd, registered in Scotland number SC615412, registered office: 4 Lynedoch Place, Glasgow, G3 6AB. When we say "Partner Pharmacy", we mean the organisation to which the specific myClara URL you are using belongs to.

2. This agreement: When we say "Agreement", we mean the terms and conditions in this document as defined below, together with our Privacy Policy, available at https://getclara.uk/legal/privacy-policy.

3. Our services: When we say "Service" or "Services", we mean the applications, APIs, content and websites under the "getclara.uk" and "myclara.uk" domains, and any other services we provide now or in the future.

4. Your data: When we say "your Data", we mean any data that you enter, provide us with, or upload whilst using the Service.

5. Data Protection Laws: When we say "Data Protection Laws", we mean any law applicable in the United Kingdom relating to the processing, privacy and use of Personal Data, including: (i) the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426, and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive) or Directive 2002/581/EC; (ii) the General Data Protection Regulation (EU) 2016/679, and/or any corresponding or equivalent national laws or regulations; and/or (iii) any judicial or administrative implementation of any of the above, any guidance, guidelines, codes of practice, codes of conduct or approved certification mechanisms issued by the Information Commissioner, or other regulatory or supervisory authority responsible for administering Data Protection Laws in the United Kingdom

Your responsibilities

6. Keep it secure: You must keep your account secure, including by choosing an appropriately complex password and taking steps to avoid disclosure of your password to any third party.

7. Abide by the law: You must use the Services in compliance with all applicable laws, rules and regulations.

8. Don't damage our systems: You must never introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self propagating or other such program) that may infect or cause damage to the Service or our systems, or otherwise disrupt the provision of the Service, nor do anything which could reasonably be expected to damage, disable, overburden, compromise or materially impair our systems or security, or otherwise interfere with any other party's use or enjoyment of the Service.

9. Don't copy us: You may not copy, reproduce, distribute, modify, resell, create derivative works of, reverse engineer or decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the Services, nor may you observe, study or test the functioning of the Service (or any part of it), except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.

10. Be nice: You must never act abusively, threateningly or disrespectfully towards any of our employees, partners or customers.

Payment terms

11. Payment authorisation: By ordering a prescription or booking an appointment or service that has an associated price, you authorise us to charge you the stated price when you confirm your purchase.

12. Disputes: We collect payments from patients on behalf of pharmacies who sign up to use our Services. We only charge you with your agreement and the agreement of the pharmacy you signed up with. If any dispute arises, you must contact the Partner Pharmacy with your concerns. The Partner Pharmacy is solely responsible for providing any refund you may be due.

13. Your right to use the Services: The Services are provided to you by us on behalf of the Partner Pharmacy. We have no obligation to provide you with access to the Service.

Intellectual property

14. Clara and the Service: We own Clara and the Service. All copyright, database rights, trademarks and other intellectual property rights in the Service are owned by or licensed to us and nothing in this Agreement shall transfer any rights to you.

15. Comments and suggestions: We want to build a product that our customers enjoy using, and we are grateful for all feedback. You acknowledge and accept that we can use any feedback, suggestions, enhancements or ideas for the Service that you provide to us without restriction, and hereby grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual licence to use such feedback, suggestions, enhancements or ideas. We are not bound by this Agreement to implement any feedback.

Data and privacy

16. Definitions: For the purposes of this Agreement, the terms "Personal Data", "Data Subject" and "Processor" have the meanings given to them in Data Protection Law. We and you acknowledge that for the purposes of Data Protection Law and in the course of performing the Services, we act as a Processor on behalf of the Partner Pharmacy in relation to any of your Personal Data that we process. Our Privacy Policy, which forms part of this Agreement, sets out the scope, nature and purpose of processing of your Data by us.

17. Your data: You have sole responsibility for the accuracy and reliability of your Data. We will not own your Data, but you grant us a royalty-free, transferrable, non-exclusive licence to use your Data to the extent necessary to provide the Service. We may create anonymised statistical reports from your Data, including through aggregation. Once anonymised, we may use it for our own purposes.

18. Patient consent: You are responsible for obtaining patient consent before contacting them or entering their contact details into the Services. You must not use the system to send bulk or unsolicited communication, and as the Data Controller you are responsible for discharging your duties to patients in accordance with Data Protection Laws. Non-conformance with Data Protection Laws in respect to your patients is grounds for immediate termination of your account.

19. Our obligations: In respect of the Processing of any Personal Data we shall:

  • Process your Data in accordance with Data Protection Laws, the terms of this Agreement, and your instructions (and not otherwise unless agreed in writing), except where otherwise required by applicable law, whereupon we will inform you of that legal requirement before processing such Personal Data, unless applicable law prevents us from doing so on important grounds of public interest;
  • ensure that appropriate technical and organisational security measures are in place to prevent accidental or unlawful destruction, loss, alteration, unauthorised disclosure of and unauthorised access to the Personal Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the Processing of the Personal Data to be carried out under or in connection with this Agreement, appropriate to the varying likelihood of such risks and severity of the harm to the rights and freedoms of natural persons;
  • ensure that all persons authorised by us to Process the Personal Data are subject to a duty of confidentiality;
  • notify you without undue delay on becoming aware of a Personal Data breach;
  • not process and/or transfer, or otherwise directly or indirectly disclose, any Personal Data in or to countries outside the European Economic Area without your prior written consent;
  • assist you (at your cost) in ensuring compliance with your obligations and, insofar as it is possible, in responding to any request from a Data Subject, pursuant to the relevant obligations under Data Protection Laws, taking into account the nature of the Processing and the information available to us;
  • in accordance with Data Protection Laws, make available to you such information that is in our possession or control as is necessary to demonstrate our compliance with the obligations placed on us under this clause 19 and to demonstrate compliance with the obligations on each party imposed by the relevant provisions of Data Protection Laws, and allow for and contribute to audits, including inspections, by you (or another auditor mandated by you) for this purpose (subject to a maximum of one audit request in any 12 month period); and
  • at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Service unless required by applicable laws to store the Personal Data.

20. Third party processing: You hereby authorise us to continue using sub-contractors already engaged by us and to appoint new sub-contractors to Process the Personal Data, provided that we ensure that such sub-contractors are engaged under written contractual obligations concerning the Personal Data which are no less onerous than those imposed on us under this Agreement. We will inform you of any intended changes concerning the addition or replacement of such sub-contractors.

Term and termination

21. Term: This Agreement will remain in full force and effect as long as you continue to access or use the Service, or until terminated by you or us for any reason set out in this Agreement.

22. Termination by you: Provided you continue to pay the Subscription Fee, your subscription and therefore this Argument automatically continues for the Billing Period. You can choose to terminate your subscription at any time by going to the "Billing" section within the Service and using the "Cancel subscription" option. Your subscription will then be terminated at the end of the current Billing Period.

23. Termination by us: We may choose to terminate this Agreement at any time by giving 30 days written notice. We may also terminate this Agreement immediately if:

  • you commit a material breach of this Agreement which is not remedied within 14 days of receiving notice of such breach;
  • you commit a material breach of this Agreement which is not remediable;
  • you fail to pay any amount due under this agreement on the due date, and such amount remains unpaid 14 days after we have notified you that the payment is overdue; or
  • you become insolvent, make any arrangement with your creditors, go into liquidation, have a receiver, manager, administrator or administrative receiver appointed over all or any part of your undertaking, assets, or income, or become subject to any events or circumstances analogous to the foregoing in any jurisdiction.

24. Accrued rights and liabilities: Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.

Liability

It is important that you read and understand this section fully, as it restricts the extent to which we are liable for any losses which may be suffered in connection with your use of the Service.

25. Disclaimer of warranties: The Service has not been designed to meet your individual requirements and cannot be tested in every operating environment. Although we will endeavour to supply the service with reasonable care and skill, we do not warrant or represent that the Service will be suitable for your intended use, nor free from errors, interruptions, or viruses. The Service may have to be suspended from time to time to carry out maintenance and support work, or to protect the integrity of the Service or data. Any information presented in the Service does not constitute professional advice. It is your responsibility to ensure that all legislative requirements are complied with while using the Service and the use of the Service is not intended to replace or be a substitution for your full compliance with such requirements.

26. Limitation of liability: You use the Service entirely at your own risk. Other than liability that we are not permitted to exclude or limit by law, such as for death or personal injury caused by negligence, or in respect of fraud or fraudulent misrepresentation, our liability is limited as follows:

  • Even if we have been advised of the possibility of such loss or damage, we disclaim all liability and responsibility for any loss or damage arising in connection with the Service, including (wether direct or indirect) for any loss of profit, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation, loss of goodwill and consequential, indirect and special losses.
  • For loss or corruption of your Data, our liability will be limited to taking reasonable steps to attempt recovery of the data from our systems.
  • We do not guarantee that any medical advice given or medication dispensed by the Partner Pharmacy is accurate and free from error or omissions. Your Partner Pharmacy is responsible for ensuring the quality and accuracy of their service to you, whether performed in conjunction with the Services or not.
  • Our total aggregate liability to you shall not exceed the total amount paid by you for the Services in the 12 month period immediately preceding the first incident giving rise to the loss.

27. Events outside our control: We are not liable if we are prevented from or delayed in performing our obligations under this Agreement due to any cause beyond our reasonable control.

General legal terms

28. Changes to this agreement: We reserve the right to amend or alter in any way this Agreement at any time. The changes will not apply retrospectively, and we will notify you of any material changes by email or by a notice next time you log in to the Service. If you do not agree to the new terms, you may terminate this Agreement (see the "Term and Termination" section above); otherwise your continued use of the service will be deemed to constitute your acceptance of the new terms. We will endeavour to give you at least 30 days notice of any material changes, unless we are required to make immediate changes for reasons outside our control. This Agreement may not otherwise be changed without our written consent.

29. Waiver and severability: No failure or delay by a party to exercise any right or remedy provided under this Agreement 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. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 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.

30. Entire agreement: This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

31. Assignation: We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement. You may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement without our prior written consent.

32. No partnership or agency: Nothing in this Agreement 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).

33. Interpretation: Any words the follow "include", "includes", "including", "in particular", "for example", "such as", or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words. A reference to a "party" includes that party's personal representatives, trustees, executors, successors and permitted assigns. A reference to legislation is a reference to that legislation as in force as at the date of this Agreement.

34. Governing law and jurisdiction: This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Change history

  • Updated 08/01/2021 to reflect our new company name