NEUROCHECK PRO PLATFORM – Individual Terms of Use
1. These terms and conditions
1.1 These terms (“Terms”) will apply to all Clinical Services and related content provided by us (“Clinical Services”), via the NeuroCheck Pro platform (“NeuroCheck Pro Platform”) including any Clinical Services delivered via the NeuroCheck Pro Platform, a web app operated by us, NeuroCheck Pro Limited (company number: 16572740), (“NeuroCheck Pro”, “we” or “us”) to which you, (the “User”) (“you”) have specifically subscribed for as a User. Accordingly, if you do not agree with any of the provisions set out in these Terms, you should not make use of our Clinical Services.
1.2 Please note that where Clinical Services are provided to an adult the Patient will be the User, and where Clinical Services are provided to a young person, the young person will be the Patient but the User will be that young person’s parent or guardian.
1.3 These Terms comprise the contract between you and us for use of the Service (the “Agreement”).
1.4 Without prejudice to the other provisions in these Terms, please note these Terms may be amended from time to time. Notification of any changes will be made by posting new terms onto the NeuroCheck Pro Platform. In continuing to use the Clinical Services, you confirm that you accept the then current Terms in full at the time you use the Clinical Services.
2. Definitions
2.1 In this Agreement the following expressions have the meanings stated, unless the context otherwise requires:
2.2 “Clinical Services” means the professional assessment, diagnostic and reporting Clinical Services delivered by NeuroCheck Pro in relation to Attention-Deficit/Hyperactivity Disorder (ADHD) and neurodiversity (including, where commissioned, autism spectrum condition, dyslexia, dyspraxia/Developmental Coordination Disorder, Tourette syndrome, and related neurodevelopmental presentations).
2.3 “Confirmation” the confirmation email provided by us setting out the details of the Clinical Services subscribed for, the Fees, or the web form available on the Platform setting out the details of the relevant Clinical Services;
2.4 “Fees” the fee for the Clinical Services, as may be varied in accordance with clause 4.3 below
2.5 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
2.6 “Patient” means the individual who is being assessed in the provision of Clinical Services;
2.7 “Start Date” the date on which access to the Clinical Services commences, being the date payment is made;
2.8 “Software” refers to the software integral to the operation of the NeuroCheck Pro Platform and any background software which we use in providing the Clinical Services;
2.9 “Term” means the term Clinical Services will be available to you for;
2.10 “Use” the use, copying or transmission of the Service in any manner whatsoever.
2.11 In addition to the terms referred to above, defined words and phrases are also embedded within the text of this Agreement.
3. Clinical Services
3.1 Access to the NeuroCheck Pro Platform is provided via a mobile app.
3.2 Notwithstanding anything to the contrary, this Agreement does not in any circumstances permit you to sign up to or otherwise use the Clinical Services in order to supply similar Clinical Services to any third party, whether as a reseller or otherwise, or to use the Clinical Services for any reason or purpose other than for your wellbeing.
3.3 We may offer differing levels of access or subscription with access to different levels of functionality, modules or Clinical Services. Accordingly, access to certain services or features may be restricted or limited, depending on the services you have access to or subscribed for and if you would like to upgrade, additional fees may apply.
3.4 We reserve the right to add or remove Clinical Services and functionality from any subscription type or to add or remove subscription types.
3.5 You agree to use reasonable efforts to prevent unauthorised access to, or use of, the Clinical Services and will notify us as soon as possible if you become aware of any unauthorised access or use. You agree to only use the Clinical Services for lawful purposes and not to violate any law of any country or the intellectual property rights of any third party.
3.6 The following terms apply to any Clinical Services which are included as part of your subscription.
3.7 Clinical Services are delivered by appropriately qualified and supervised clinicians (“Clinicians”) (e.g., GMC-registered psychiatrists, HCPC-registered practitioner psychologists, or other suitably registered professionals), within their scope of competence, professional codes of conduct, and current national clinical guidance for ADHD and neurodevelopmental assessments (including guidance issued by NICE and relevant professional regulators). Please note that we do not provide diagnostic services via our Platform software, all diagnosis and assessment is carried out by our Clinicians.
3.8 The Clinical Services will comprise the receipt of information from you and where applicable the Patient, the provision of one or a number of sessions in which we deliver Clinical Services (“Sessions”) to you, the provision of a report to you and such other services as we may agree to carry out from time to time.
3.9 The Sessions will be carried out remotely via video call, or at such other location as is agreed by us prior to the commencement of the Clinical Services.
3.10 We will carry out the Clinical Services with reasonable care and skill.
3.11 We shall have the right to make any changes to the Clinical Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Clinical Services, and we shall notify you in any such event.
3.12 You may request a change in the Clinical Services at any time but we will only provide such Clinical Services if we believe we are qualified to do so. If such changes to the Clinical Services constitute a material change to those agreed we reserve the right to revise our fees as previously agreed with you. We will not perform any alternative Clinical Services until such time as you have agreed to pay any such additional fees.
3.13 We may provide some of the Clinical Services through third parties and subcontractors. Whether or not we sub-contract out any of the Clinical Services to third parties is at our absolute discretion and you shall not have the right to object to any third party providing the Clinical Services provided that we ensure that relevant Clinical Services are carried out by suitably qualified Clinicians.
3.14 Details for how to make a booking for Clinical Services will be provided on our website and the Neurocheck Pro Platform.
3.15 Once you have made a booking for Clinical Services, we will provide you with a confirmation email which sets out information in relation to your booking.
3.16 If payment is due for a booking, we will collect payment via credit or debit card payment and payment for each booking is due in advance. We will not confirm your booking until we have received payment in full.
3.17 The Clinical Services will be delivered in Sessions between you and us in the working hours of 8am and 8pm on weekdays which are not UK Public Holidays.
3.18 Sessions will be scheduled with you in through the Neurocheck Pro Platform. You are responsible for scheduling Sessions with us.
3.19 We will generally provide you with a written report in relation to diagnosis or treatment (“Report”). Any Report is based on the information available to us and our Clinicians. Any Report is prepared on the basis of information, data and materials which were available at the time of writing. Accordingly, any conclusions, opinions or judgements made in a Report should not be regarded as definitive or relied upon to the exclusion of other information, opinions and judgements.
3.20 Any decisions made by you following receipt of a Report or following a Session are decisions of yours. Our Clinicians may provide advice but cannot make any decisions on your behalf.
3.21 You must take into account any other factors apart from the advice provided by us or our Clinicians of which you and the other health professionals treating you are aware.
3.22 Any conclusions, opinions and judgements made by us or our clinicians may relate to certain contexts and may not be suitable in other contexts. Reasonable efforts will be made to ensure that advice provided is accurate and up-to-date at the time but any conclusions or judgements may be superseded by later clinical practice or research.
4. Fees and Payment
4.1 You agree to pay all applicable Fees in accordance with these Terms and the Fee shall be payable in advance. We will collect applicable fees from the credit or debit card details supplied to us through the NeuroCheck Pro Platform.
4.2 In the event we terminate the Agreement under clause 13 due to your serious breach of the Agreement then no Fees paid in advance by you will be refundable to you. If you terminate the Agreement due to our serious breach then we will refund the Fees paid in advance to you.
4.3 We reserve the right to change or amend our Fees at any time but subject to clause 4.8 once we have agreed Fees with you for Clinical Services we will not increase those Fees until the Clinical Services have been provided.
4.4 The fees payable by you to us in respect of the Clinical Services will be those set out on the Neurocheck Pro Platform.
4.5 The fees will be due immediately on subscribing for Clinical Services. Payment for a Session must be delivered in full before a Session will go ahead.
4.6 If any sums are outstanding and due for payment to us we reserve the right to immediately suspend the provision of any further Clinical Services without further recourse to you.
4.7 You will be liable to pay additional fees to us in such circumstances where we are required to provide alternative or additional Clinical Services or required to repeat the performance of Clinical Services already provided as a result of your actions.
4.8 If you delay and do not cooperate in the delivery of the Clinical Services to you despite our reasonable efforts then you may be required to pay a supplemental fee if our Fees have increased during the period of delay.
5. Patient obligations
5.1 You agree to supply us with the necessary information which we reasonably need for us to be able to perform the Clinical Services. We will also require cooperation from you in the delivery of our Clinical Services. If you do not provide us with information or do not provide the information and materials in a timely fashion or if you do not cooperate with us in the provision of our Clinical Services we will not be liable to you for any failure to carry out the Clinical Services as a result.
5.2 There may be instances where we provide advice to you to action outside of a session. You agree that you are solely responsible for participating fully and implementing any action outside of a session with us.
6. Limitations on Clinical Services
6.1 If we provide Clinical Services to you this does not amount to comprehensive ongoing care or treatment. Our Clinical Services must be used in conjunction with other treatment or care that you are receiving from health professionals.
6.2 We provide Clinical Services providing advice in relation to specific conditions which may include diagnosis, care and treatment recommendations. However, this is not a substitute for ongoing, holistic care and as such we recommend that any advice provided is discussed with your general practitioner or primary care doctor and with any other health professionals who are providing you with treatment or care. Any health professional who is providing advice, treatment or care should always exercise their own clinical judgment for any given situation and should not rely on any information provided by us to you as such information may not be accurate or current enough to use as a basis for medical or health care decisions and such information may not include all relevant information.
7. Restrictions
7.1 You agree:
7.1.1 That you will not allow your login details to be used by any other person; and
7.1.2 That you will only access the Clinical Services using your unique login details.
7.2 You agree that you will not, except as i) expressly set out in this Agreement, ii) may be agreed in writing between us, or iii) as permitted by applicable law:
7.2.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Clinical Services or Software in any form or media or by any means;
7.2.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service or Software;
7.2.3 access all or any part of the Clinical Services, Software in order to build a product or service which competes with the Service;
7.2.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Service available to any third party except the Patients in accordance with this Agreement;
7.2.5 make available in any way for the use or benefit of any unauthorised party, any information, materials, software, or other proprietary information received from us, in whole or in part, unless we agree in writing;
7.2.6 remove, deface, obscure, or alter our or any third party's copyright notices, trademarks or other proprietary rights notices affixed to or provided as part of the Service;
7.2.7 input, upload or otherwise store any documentation, materials, information or other content to the Service which is false, inaccurate or otherwise misleading, illegal, defamatory, fraudulent, offensive or infringing on any party;
7.2.8 upload any files or content that contain viruses, corrupted files, or malicious code or any other similar software or programs that may damage the operation of the Software or Service;
7.2.9 modify, incorporate into or use the Service or Software with other software, or create a derivative work;
7.2.10 use any robot, spider, scraper, or other automated means to access the Service, Software for any purpose without our written consent; or
7.2.11 attempt to obtain, or assist third parties in obtaining, access to the Service other than in accordance with this Agreement.
8. Data Protection
8.1 As part of our Clinical Services we will collect personal data relating to your health which is classed as a “special category” of personal data under Data Protection Legislation (as defined below). We will therefore require you to sign a consent form consenting to us processing your personal data. You do not have to sign the consent form however if you do not do so then we will be unable to provide the Clinical Services to you.
8.2 For the purposes of this clause, “Data Protection Legislation” includes the General Data Protection Regulation (EU) 2016/679) as incorporated into United Kingdom law by the Withdrawal Act 2018 (GDPR) and any national implementing laws, regulations and secondary legislation relating to data protection and privacy, as amended or updated from time to time, in the United Kingdom, as well as any successor legislation to the GDPR and Data Protection Act 2018.
8.3 NeuroCheck Pro agrees to process the personal data for which it is a controller in accordance with its Privacy Notice.
9. Intellectual Property and Third-Party Licence
9.1 You acknowledge that all Intellectual Property Rights comprised in the NeuroCheck Pro Platform and Clinical Services belong and shall belong to us or our licensors (as the case may be), and you shall not have any rights in or to the Software, NeuroCheck Pro Platform or outputs of the Clinical Services other than the right to access the outputs of the Clinical Services in accordance with the terms of this Agreement.
9.2 You acknowledge and agree the NeuroCheck Pro Platform and website may include links to other external websites or materials. We are not responsible for content on any site outside the NeuroCheck Pro Platform and website so if you do follow a link to any of these websites, you acknowledge you do so at your own risk and we will not be liable or otherwise be responsible in any way in relation to this.
10. Warranty
10.1 Subject to the exceptions set out below and the limitations on our liability, we warrant that we have the right power and authority to authorise access to the Clinical Services upon the terms and conditions of this Agreement and that the Clinical Services will comply in material respects with the description of the services when you register for the Clinical Services.
10.2 The NeuroCheck Pro Platform and website are provided “as is” and we do not warrant that the use of our Clinical Services will be uninterrupted, error-free or 100% accurate.
10.3 The NeuroCheck Pro Platform and website may be unavailable during our planned maintenance windows (in which case we will give you reasonable prior written notice) as well as, in certain limited circumstances, for unscheduled maintenance purposes.
10.4 We will have no liability to remedy a breach of warranty where such breach arises as a result of any breach by you of the terms of this Agreement.
10.5 All other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to including but not limited to the warranties of satisfactory quality, merchantability, fitness for a particular purpose and non-infringement.
10.6 We may, at our discretion, remedy any breach of warranty by the provision of technical support free of charge.
11. Limitation of Liability
11.1 Except as expressly stated in this clause 11, clauses 4.7 and 4.8, we shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly and whether the same arise in contract, tort (including negligence) or otherwise howsoever, and which fall within any of the following categories: loss of profits; loss of revenue; loss of anticipated savings; loss of business opportunity; loss of goodwill; loss or corruption of data; indirect or consequential losses.
11.2 You acknowledge there is a risk (albeit a low one) of psychological distress to you arising in connection with undertaking assessments as part of the Clinical Services and/or encountering negative appraisals of various components of your wellbeing and agree that we are not liable or otherwise responsible for such distress unless this arises due to our negligence.
11.3 Subject to the following clause our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to 100% of the Fees paid by you in the 12-month period leading up to the claim.
11.4 The exclusions in this clause 11 do not limit or exclude liability for:
11.4.1 death or personal injury caused by our negligence, or the negligence of our officers, employees, contractors or agents;
11.4.2 fraud or fraudulent misrepresentation;
11.4.3 any other liability which may not be limited or excluded by law.
11.5 All dates supplied by us for the commencement of the Clinical Services shall be treated as approximate only. We shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
12. Confidentiality
12.1 The Parties will keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement save that which is:
12.1.1 trivial or obvious;
12.1.2 already in its possession other than as a result of a breach of this clause; or
12.1.3 already in or subsequently enters the public domain other than as a result of a breach of this clause.
12.2 You acknowledge and hereby grant consent to NeuroCheck Pro to disclose such confidential information to its employees/staff, professional advisers, insurers, agents and subcontractors, as required by (i) law, regulation, judicial or administrative process, (ii) in accordance with applicable professional standards, or (iii) as necessary in the performance of the Clinical Services pursuant to this Agreement, as deemed appropriate.
12.3 For the avoidance of doubt, these terms apply throughout the Term and shall continue following termination of this Agreement. In addition, any information relating to the running of NeuroCheck Pro, such as processes relating to technology, methodologies, machine learning and/or other items relating to our Clinical Services will also remain confidential beyond the Term.
13. Term and Termination
13.1 The following terms in this clause 13 apply to Clinical Services provided through the NeuroCheck Pro Platform.
13.2 The Agreement shall, in respect of access to the NeuroCheck Pro Platform, and unless otherwise terminated as provided in this clause, commence on the Start Date and continue until such time that the Clinical Services are concluded, which is determined solely by NeuroCheck Pro.
13.3 We may terminate our agreement with you immediately in the event that you breach the terms of the Agreement.
13.4 You may terminate the Agreement within 3 days of the Start Date (“Notice Period”) and we will provide a full refund, provided that you have not submitted an assessment. Once the Notice Period lapses, refunds are at the sole discretion of NeuroCheck.
14. Aggregated and Anonymised Information
14.1 You acknowledge and agree that in using the NeuroCheck Pro Platform, certain outputs and other information will be generated and we accordingly reserve the right to use such information in the following ways:
14.1.1 In order to collate summary/statistical reports;
14.1.2 To publish data in peer-reviewed journals as part of ongoing research purposes; and/or
14.1.3 Summary statistics may form part of our marketing literature and other promotional materials
14.2 however, in each case, we adhere to strict and rigorous standards to anonymise such data before it is shared with a third party with a view to ensuring that an individual Patient cannot be personally identified.
15. General
15.1 This Agreement constitutes the whole agreement and understanding of the Parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement, provided always that nothing in this clause shall limit or exclude any liability for fraud.
15.2 The Parties agree that a failure by either Party to enforce the performance of any provision in this Agreement shall not constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
15.3 If any provision of this Agreement (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. 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 the minimum modification necessary to make it legal, valid and enforceable.
15.4 Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be only varied in writing by both Parties.
15.5 All notices or communication given under this Agreement shall be in writing (a reference to “writing” or “written” includes email). Notices shall be deemed to have been duly given:
15.5.1 when delivered, if delivered by courier or other messenger (including registered mail);
15.5.2 when sent, if transmitted by email (provided a postmaster email delivery failure notification has not been received);
15.5.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.
15.6 If deemed receipt as set out above would occur outside business hours in the place of receipt, it shall be deferred until business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. In each case notices should be addressed to the address or e-mail address given in this Agreement or as otherwise notified to the other Party in writing and in the case of NeuroCheck Pro, the email address for serving notices is support@neurocheckpro.com and in your case the email address for serving notices is your currently registered email address with the NeuroCheck Pro Platform.
15.7 You are not entitled to assign or otherwise transfer this Agreement or any of your rights or obligations, nor are you permitted to sublicense the use (whether in whole or in part) of the Service without our prior written consent.
15.8 Neither Party will be liable to the other for any delay in performing or failure to perform any of its obligations (other than a payment obligation) under this Agreement as a result of any cause outside its reasonable control. Subject to the affected Party promptly notifying the other Party in writing of the cause and the likely duration of the delay or non-performance and provided that the affected Party shall use reasonable endeavours to limit the effect of such event on such other Party, such delay or failure, to the extent affected by the cause will not constitute a breach of the Agreement.
15.9 Except as otherwise expressly provided in this Agreement, all rights contained in this Agreement and all remedies available to either Party for breach of this Agreement are cumulative and may be exercised separately or concurrently. The exercise of any one right or remedy shall not be deemed an election of such right or remedy to the exclusion of other rights and remedies. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
15.10 Except as otherwise expressly provided in this Agreement, a person who is not a Party to this Agreement or a permitted assignee has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
15.11 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English courts in respect thereof.