Last Updated: 26 September 2022
End-User License Agreement (“Agreement”)
Please read this End-User License Agreement carefully before using Optimed Ltd’s patient communication services and e-referral software. In particular, consider the roles and responsibilities section that contains important details about your obligations with respect to patients and their referrals or episodes of care. This End-User License Agreement applies to individuals using patient communication services and e-referral software for either full Clinical Management or for EeRS GOS18 referrals.
- INTERPRETATION AND DEFINITIONS
The words of which the initial letter is capitalised have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of this End-User License Agreement:
- Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.
- Application means the software program provided by the Company accessed by You using a Device.
- Clinical Management means all NHS General Ophthalmic Service or Private ophthalmic referrals within the Optimed Ltd software applications.
- Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Optimed Ltd, 173a -175a Ansty Road, Coventry, CV2 3FJ.
- Communication Service refers to Optimed Ltd’s CAPTIV8 Connect, the e-referral patient communication and marketing services
- Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
- Country refers to: United Kingdom
- Device means any device that can access the Application such as a computer, a cellphone or a digital tablet.
- Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
- You means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.
- ACCEPTANCE OF TERMS
- By clicking the “I Agree”, accessing and using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button, do not continue using the Application. CAPTIV8 Connect is a cloud-based application and your use of the system is predicated on your agreement with this Agreement. This Agreement is a legal document between You and the Company and it governs your use of the Application made available to You by the Company. The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.
- By agreeing to the terms of this Agreement you are confirming you are registered with a statutory regulatory body such as the General Medical Council or General Optical Council without conditions on your ability to provide services in your Country.
This is an agreement between You and Optimed the creator and publisher of CAPTIV8 Connect, the e-referral, electronic consent, patient communication and marketing services (‘Communication Service’).
- The entire contents of Communication Service are copyrighted or otherwise protected intellectual property owned by Optimed.
- By using this product you agree that the developer (Optimed and any affiliate or service provider) may maintain information about your use of the product for the purpose of providing you the product’s services and improving the services.
- You acknowledge that you are solely responsible for any acts or decisions you may make as a consequence of exposure to any of the content in the product.
- HEALTHCARE PROVIDERS
To be a healthcare provider using the Site (“Provider”) you must agree to comply with all laws, medical or other board rules, or other rules and regulations applicable to you as a healthcare provider or other professional using the Site and Services. Your relationship with your patients/clients is directly between you and the patient. The patient will never have a physician-patient relationship with Optimed. Optimed does not practice medicine or any other licensed profession and offers no medical or other professional services. You, the Provider are solely responsible for all agreements, consents, notices and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Provider is solely responsible for all billings and collections from patients and other consumers, and Optimed shall have no liability whatsoever to Provider concerning any amounts owed by any patient or other consumers to Provider.
- INDEPENDENT PROFESSIONAL JUDGMENT AND INDEMNIFICATION
The Provider will use the Site and Services only in accordance with applicable standards of good professional practice. While software products such as the Site and Services can facilitate and improve the quality of service that Provider and its personnel offer to patients, many factors, including the provider/patient relationship can affect a patient outcome, and with intricate and interdependent technologies and complex decision-making it is often difficult or impossible to accurately determine what the factors were and in what proportion they affected an outcome. Provider shall be solely responsible for its use of the Site and Services, and the provision of services to Provider’s patients. In this regard, Provider releases Optimed and waives all potential claims against Optimed as a result of the Provider’s use of the Site and Services, and the provision of services to Provider’s patients. As a result of the complexities and uncertainties inherent in the patient care process, Provider agrees to defend, indemnify and hold Optimed harmless from any claim by or on behalf of any patient of Provider or its personnel, or by or on behalf of any other third party or person claiming damage by virtue of a familial or financial relationship with such a patient, which is brought against Optimed, regardless of the cause if such claim arises for any reason whatsoever, out of the use or operation of the Site and Services. To the extent applicable, Provider will obtain Optimed’s prior written consent to any settlement or judgment in which Provider agrees to or which otherwise provides or implies any finding of fault of Optimed or any defect in the Site or Services. Optimed will promptly notify Provider in writing of any claim subject to this indemnification, promptly provide Provider with the information reasonably required for the defence of the same, and grant to Provider exclusive control over its defence at Providers expense. Optimed reserves the right to appear and defend any actions in which it is named as a party. Provider agrees to pay and reimburse Optimed’s costs and expenses (including reasonable legal fees) incurred in connection with such litigation.
- ACCOUNT OWNERS
- Scope of License
The Company grants You a revocable, non-exclusive, non-transferable, limited license to use the Application strictly in accordance with the terms of this Agreement. The license that is granted to You by the Company is solely for your use in delivering activity for Clinical Management or using the GOS18 electronic referral process and strictly in accordance with the terms of this Agreement.
- License Restrictions
You agree not to, and You will not permit others to:
- License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
- Copy or use the Application for any purpose other than as permitted under the above section ‘License’.
- Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
- Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application.
- Provide your user details to any other person, irrespective of their personal or professional relationship – the audit process within the Application has the same legal standing as traditional medical records and hence requires you to be identified correctly within the system at all times. A breach of this restriction will lead to immediate suspension of your account.
- Disable or otherwise avoid the use of the security measures put in place to ensure the data security of the Application including, but not limited to, its Multi-Factor Authentication systems.
- Your Responsibilities
Your responsibilities as a user of the Application include, but are not limited, to those clinical obligations outlined by your appropriate regulator in your Country; for example the General Optical Council or General Medical Council. This includes the responsibility to manage any referral made by you on behalf of a patient including ensuring that the referral is accurate and that you maintain responsibility for such referrals until they have been received and accepted by the receiving individual or organisation.
- Scope of License
- REFERRING OR TRANSFERRING PATIENTS VIA CAPTIV8 CONNECT
Referral is when you arrange for another practitioner to provide a service that falls outside your professional competence. Usually you will refer to another Doctor, Optometrist or Healthcare Professional registered with a statutory regulatory body.Where this is not the case, you must be satisfied that systems are in place to assure the safety and quality of care provided – for example, the services have been commissioned through an NHS commissioning process or the practitioner is on a register accredited by the Professional Standards Authority.The following requirements are in place when referring, or transferring care to another provider:
- You should explain to the patient that you plan to transfer part or all of their care, and explain why.
- You must pass on to the healthcare professional involved:
- relevant information about the patient’s condition and history
- the purpose of transferring care and/or the investigation, care or treatment the patient needs.
- you must ensure that if requesting access to a patient’s Summary Care Record, that you have their Permission to View and have recorded this appropriately
- you must ensure that only individuals with both consent and a legitimate clinical relationship to the patient view confidential medical information – including, but not limited to, Summary Care Records or GP records.
- You must make sure the patient is informed about who is responsible for their overall care and if the transfer is temporary or permanent. You should make sure the patient knows whom to contact if they have questions or concerns about their care.
- You should check that the patient understands what information you will pass on and why.
- You should check on all referrals to ensure that they have been received.
- You should act on any information provided to you as part of the referral process, and you should regularly review your referrals in CAPTIV8 Connect to see if other responses have been provided.
- You should ensure that urgent and emergency referrals follow your local protocols including, where indicated, a telephone call to the provider to ensure that the referral has been received.You should not use CAPTIV8 Connect for 2 Week Wait referrals and instead follow your local protocol.If the patient objects to a disclosure of information about them that you consider essential to the safe provision of care, you should explain that you cannot refer them or arrange for their treatment without also disclosing that information. You will be accountable for your decisions to transfer care or refer a patient and the steps you have taken to make sure that patient safety is not compromised including following up on referrals to ensure that they have been actioned, that the resulting electronic referral in the Application presents the information as entered and is displayed correctly.
- LEAVING A PRACTICE
If you leave a practice you should inform the Company of this so that your access to the practice is revoked. Registered Account Owners of CAPTIV8 Connect should ensure that they amend their account to include the revocation of Application software access.
- CONTACT DETAILS SHOULD BE ACCURATE
You should ensure that the details held by us in relation to your:
- Email address within the CAPTIV8 Connect platform should be kept up-to-date by you.
- Telephone number (if held)
- Postal address (if held) are accurate and up to date. The Application will communicate important clinical information to you via email and you should ensure that you regularly review your email, inform the Company if you have not received emails or communications (viewable on CAPTIV8 Connect).
- FITNESS TO PRACTICE
You should make us aware of any fitness to practice issues concerning your ability to refer, accept referrals if you are a provider, or manage clinical data in any manner. Failure to inform us is likely to be a breach of any restrictions placed on your registration and will be reported to the relevant Statutory Regulator.
- OTHER FEES
You acknowledge and agree that any fees or charges incurred while using this Communication Service, from any Internet service provider or other service provider are your sole responsibility.
- PAYMENT OBLIGATIONS OF A CUSTOMER
When asked, customers must provide Optimed with accurate and complete billing information including legal name, address, phone number, and credit card/billing information. Optimed is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Optimed. Delinquent accounts may be suspended or cancelled at the sole discretion of Optimed.
Account owners may cancel their account with Optimed at the end of the term of the subscription period.
- CUSTOMER’S ACCOUNT, PASSWORD AND SECURITY
Upon registration, you will create a username and password. You acknowledge that are the only authorised Customer of your Communication Service account, and you must comply with this Agreement. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Optimed immediately of any unauthorized use of your account or any other breach of security. Optimed will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Optimed or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
- not copy or distribute the software or source code behind the Communication Service to any third party;
- not reverse engineer, disassemble or decompile any portion of the Service or otherwise attempt to discover or re-create the source code to the Service;
- comply with all applicable laws applicable to the Service;
- not make any modification, adaptation, improvement, enhancement, translation, or derivative work of or to any portion of the Service;
- not remove, alter, or obscure any proprietary notices (including copyright notices) of Optimed or its suppliers in any portion of the Communication Service or on the Website(s);
- not interfere with or disrupt the use and enjoyment of the Services by other users; and
- not use any type of automated means to (a) utilize the Service or (b) download or retrieve content or other information. Violators will be prosecuted to the maximum extent possible.
- OPTIMED PROPRIETARY RIGHTS
You acknowledge and agree that the Communication Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in the Service or information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Optimed content suppliers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Optimed grants you a single license (unless stated otherwise) that is a non-transferable and non-exclusive right and license to use the object code of its Software and Communication Service provided that you adhere to the Restrictions setforth in 14.
Your rights under this Agreement terminate automatically if you fail to comply with any of the terms and conditions of this Agreement. No notice is required from Optimed to effectuate such termination. Additionally, Optimed may terminate this Agreement at any time and for any reason and may effect notice of such termination through email, written letters or alert messages posted to the Communication Service. Upon termination, you must stop using the Service.
- MODIFICATIONS TO SERVICE
Optimed reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Communication Service (or any part thereof) with or without notice. You agree that Optimed shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
You understand and agree that the service is provided “As is” and that Optimed assumes no responsibility for the timeliness, deletion, non-delivery, or failure of any to retain any content or your content or communication or personal settings.Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, CAPTIV8 Connect without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied:
- as to the availability of the Application, or the information, content, and materials or products included thereon;
- that the Application will be uninterrupted or error-free;
- as to the accuracy, reliability, or currency of any information or content provided through the Application; or
- that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, time bombs or other harmful components.Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.
- LIMITATION OF LIABILITY
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to 10 GBP.To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
- SEVERABILITY AND WAIVER
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
- PRODUCT CLAIMS
The Company does not make any warranties concerning the Application.
- NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Optimed server, or the network(s) connected to any Optimed server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Optimed server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You will not attempt to copy any of the content available on any of Optimed’s websites such any movies, or any other form of 3D animation developed by Optimed or its subsidiaries.
You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable legal fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
- USE OF SERVICE
You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Optimed or submitted to the Communication Service, including without limitation information uploaded by yourself. You acknowledge, consent and agree that Optimed may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms Of Service and/or End User License Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Optimed, the Communication Service or its users and the public. You understand that the technical processing and transmission of the Service, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Optimed and/or content providers who provide content to the Communication Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Communication Service, in whole or in part, is strictly prohibited. Violators will be prosecuted to the maximum extent possible. By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:
- Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
- Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as a limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
- Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another computer or property of another.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services.
- Download, copy and re-transmit or distribute any proprietary content outside the Communication Service.
- Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses.
- Violate any applicable laws or regulations.
- Create a false identity for the purpose of misleading others.
- Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof. Optimed prohibits the use of the Services in any manner associated with the transmission, distribution or delivery of any unsolicited bulk or unsolicited commercial e-mail or SMS (“Spam”). You may not use any Services to send Spam. You also may not deliver Spam or cause Spam to be delivered to any of Optimed’s Services or customers. In addition, e-mail or SMS sent, or caused to be sent, to or through the Services may not:
- use or contain invalid or forged headers;
- use or contain invalid or non-existent domain names;
- employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path;
- use other means of deceptive addressing;
- use a third party’s internet domain name, or be relayed from or through a third party’s equipment, without permission of the third party;
- contain false or misleading information in the subject line or otherwise contain false or misleading content;
- fail to comply with additional technical standards described; or