Platform terms

1. About these terms

These terms are between Pathlyn Ltd (“Pathlyn”, “we”, “us”) and the organisation that signs an order form with us (the “Customer”). The order form, these terms and our data processing agreement together make up the agreement. If they conflict, the order form takes priority, then the data processing agreement, then these terms.

Section 19 also applies to anyone using this website. The rest of these terms applies only to Customers.

2. Definitions

• “Platform”: the Pathlyn software, including the Customer's branded patient portal, the staff console and the services we provide with it.
• “Authorised User”: a member of the Customer's staff whom the Customer allows to use the Platform.
• “Patient”: a person who uses the Customer's patient portal.
• “Customer Data”: all information, including personal data, that the Customer, its Authorised Users or its Patients put into the Platform.
• “Fees”: the charges set out in the order form.

3. The service

We provide the Platform as software for the Customer to run its own service: patient accounts, health questionnaires, clinical review, prescriptions, payments, pharmacy orders and patient communications.

Pathlyn is a software provider. We are not a healthcare provider, we do not give clinical advice or make clinical decisions, and we do not sell, supply or dispense medicines. Every clinical decision is made by the Customer's prescribers.

4. The Customer's responsibilities

The Customer is responsible for the healthcare service it provides through the Platform. In particular, it must:

• hold and keep every registration its service requires, including with the Care Quality Commission or the equivalent regulator where it provides regulated activities;
• make sure that its prescribers are appropriately qualified, registered and indemnified, and that every clinical decision is theirs;
• take responsibility for the content it publishes through the Platform, including its questionnaires, prices, patient information and legal text, and make sure it complies with the law, including the restrictions on advertising prescription-only medicines to the public;
• give its Patients its own privacy notice and terms, as the controller of their personal data;
• carry out its own clinical risk management for its use of the Platform, in line with DCB0160 where it applies;
• hold its own agreements with its pharmacy and with Stripe.

5. Prescribers

Before anyone can prescribe on the Platform, we check that they are on the relevant UK professional register and entitled to prescribe. The Customer must tell us promptly about any change to a prescriber's registration or conditions of practice. We may suspend a prescriber's access to prescribing if we cannot confirm their registration.

Prescribers must be registered in the United Kingdom and prescribe from the United Kingdom. The Platform must not be used to prescribe controlled drugs.

6. Accounts and security

Every Authorised User has their own account and must use two-factor authentication. Accounts must not be shared. The Customer is responsible for what its Authorised Users do on the Platform, for removing access promptly when someone leaves, and for telling us without delay about any unauthorised use it suspects.

7. Acceptable use

The Customer must not, and must make sure its Authorised Users do not:

• use the Platform for anything unlawful, or in a way that could harm Patients;
• try to get around the Platform's security, access another organisation's data, or test the Platform's security without our written permission;
• copy, modify or reverse-engineer the Platform, except as the law allows;
• upload malicious code, or use the Platform to send unsolicited marketing.

8. Patient payments

Patients pay the Customer directly, through the Customer's own Stripe account connected to the Platform. The Customer is the seller of its services, and Stripe's terms apply between the Customer and Stripe. Pathlyn does not receive or hold Patients' money and does not take a fee from Patient payments.

9. Fees and payment

The Customer pays the Fees set out in the order form. We invoice monthly in advance unless the order form says otherwise, and invoices are payable within 30 days. Fees do not include VAT, which is added where it applies.

If an invoice is unpaid when due, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998. If it is still unpaid 14 days after we give written notice, we may suspend the Platform until it is paid. During any suspension the Customer's Patients can still view their records.

10. Data protection

The Customer is the controller of the personal data of its Patients and Authorised Users, and Pathlyn is its processor. Our data processing agreement sets out how we process that data, including the anonymised statistics the Customer authorises us to create.

11. Clinical safety

We manage the clinical safety of the Platform in line with DCB0129. Our Clinical Safety Officer is Shah Banaras. The Customer must report to us promptly any incident or near miss in which the Platform may have contributed to a risk to a Patient, and we will investigate it with the Customer.

Medicine information, questionnaires and other clinical content that we provide as a starting point are templates. The Customer must have its own clinicians review them before use.

12. Availability and support

We will use reasonable skill and care to keep the Platform available and to fix faults promptly. We may carry out planned maintenance, and will give reasonable notice of it where we can. Service levels apply only where the order form sets them out.

13. Intellectual property

Pathlyn owns the Platform and all intellectual property in it. The Customer owns the Customer Data, its brand and the content it creates, and gives us a licence to host, copy and display them only to provide the Platform. Suggestions the Customer makes to improve the Platform may be used by us freely.

14. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the agreement. This does not apply to information that is public, that the other party already had lawfully, or that the law requires to be disclosed.

15. Liability

Nothing in the agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

Subject to that, neither party is liable for loss of profit, revenue, goodwill or anticipated savings, or for any indirect or consequential loss. Each party's total liability under the agreement in any 12-month period is limited to the Fees paid or payable in that period.

Pathlyn is not responsible for clinical decisions made by the Customer's prescribers or for the Customer's healthcare service.

16. Term and termination

The agreement starts on the date in the order form and continues month to month unless the order form sets a fixed term. Either party may end it by giving 30 days' written notice, effective at the end of any fixed term.

Either party may end the agreement immediately by written notice if the other commits a material breach that is not put right within 14 days of being asked to, or becomes insolvent.

When the agreement ends, the Customer can export its Customer Data for 30 days. After that we delete it as the data processing agreement sets out.

17. Changes to these terms

We may change these terms by giving the Customer at least 30 days' notice of any material change. If the Customer does not accept a change, it may end the agreement before the change takes effect.

18. General

The agreement is the whole agreement between the parties about its subject. Neither party may transfer it without the other's consent, except to a successor to its business. Nothing in it creates a partnership or agency. Nobody other than the parties may enforce it. Notices to us go to legal@pathlyn.co.uk, and notices to the Customer go to the contact named in the order form.

The agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

19. Using this website

This website describes Pathlyn's software for clinics and pharmacy groups. It does not give medical advice and does not offer any treatment. We try to keep it accurate, but we do not guarantee that it is complete or up to date. We are not responsible for websites we link to.