MyPhysioRehab Terms Of Supply

These Terms of Supply (together with the Subscription Fee Schedule referred to in it) (together, the “Terms”) set out the terms and conditions on which We shall provide the Services (as defined below) to You in consideration for the Subscription Fee. Please read the Terms carefully before ordering any Services. You should understand that by ordering any of Our Services, You agree to be bound by these Terms.

BACKGROUND

Thank you for taking an interest is using MyPhysioRehab. MyPhysioRehab will allow you to produce bespoke injury profiles and exercise templates for your patients and send them via email. It will allow you to maintain a database of your patients’ exercises and progress and modify these templates.

YOU AND MYPHYSIOREHAB LIMITED AGREE THAT THE SERVICES SHALL BE PROVIDED AS FOLLOWS:

  1. DEFINITIONS

    In these Terms the following definitions shall have the following meanings:You or Your: You, being the person, firm, corporation or other organisation entering into this agreement with Us by accepting these terms, the details of You being set out in the Subscription Fee Schedule.

    Us, We, or Our: MyPhysioRehab Limited, company number 5534101 whose registered office is at 17a Simpson Street London SW11 3HN.

    Authorised Patients: Any individual who is from time to time registered as Your patient and to whom You provide medical services to in the normal course of Your primary business as a provider of medical services (but for the avoidance of doubt “Authorised Patients” shall not include any other health, medical, chiropractic, osteopathic or physiotherapy sole practitioner or practice).

    Bespoke Physiotherapy Templates: means Physiotherapy Templates which may be adapted by You in accordance with clause 2.4.

    clause: means a clause in these Terms.

    Confidential Information: information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in clause 6.

    Our Website: means www.MyPhysioRehab.com or such other website as We may notify You of from time to time in writing as being Our principal website.

    Party: means either You or Us and a reference to “parties” shall mean You and Us.

    Physiotherapy Purpose: means the provision to Your Authorised Patients of information about their injury and rehabilitation exercises and treatments to assist in the management of that injury.

    Physiotherapy Templates: the Injury Profile and Exercise Templates developed by Us using the Software and provided by Us to You in accordance with these Terms. Services: enabling You to: (i) access the Physiotherapy Templates from Our Website; (ii) amend the Physiotherapy Templates subject to these Terms; (iii) and email the Physiotherapy Templates to Your Authorised Patients.

    Software: The software used by Us or by Our suppliers which enables You to use the Services, including without limitation data schemas, data models and databases.

    Subscription Fee: The monthly subscription fee to be paid by You for the Services, as specified in the Subscription Fee Schedule.

    Subscription Fee Schedule: The schedule which forms part of these Terms and which specifies Your details, the Subscription Fee, the terms of and method of payment of the Subscription Fee, the length of the Subscription Period and Your Email Address.

    Subscription Period: The period in respect of which We shall provide the Services to You and in respect of which a Subscription Fee is payable by You, and during which these Terms shall operate, as specified in the Subscription Fee Schedule.

    Your Email Address: the email address controlled by You, details of which are set out in the Subscription Fee Schedule.

    Headings in these Terms are for guidance only and shall not be construed in affecting the meaning of these Terms.

  2. AUTHORITY AND LICENCE FOR YOUR USE OF PHYSIOTHERAPY TEMPLATES

    2.1 Subject to and in consideration for the timely payment by You of the Subscription Fee we grant You a non-exclusive, non-transferable and revocable licence to access and use the Services during the Subscription Period solely for the Physiotherapy Purpose.

    2.2 Subject to Us receiving the Subscription Fee in cleared funds, the licence referred to in clause 2.1 above starts on the first date set out in the Subscription Fee Schedule and shall continue for continuous periods of 28 days from the start date until it ends:
    (a) at the end of the calendar month after the calendar month in which You notify Us in writing that You no longer wish to subscribe to the Services;or
    (b) on the effective date of termination if this agreement is terminated in accordance with clause 9
    whichever of clause 2.2(a) or 2.2(b) is sooner

    2.3 Following Our receipt of the Subscription Fee in cleared funds, We shall send an email to Your Email Address containing a username, password and a hyperlink to Our Website. Once You have used the user name and password to log in, You may access Our Website and use the Services in accordance with the Terms. You acknowledge and agree that Your username and password are personal to You and that they constitute Our Confidential Information. As such neither Your username or Your password may be shared, copied by, accessed or otherwise used by any person other than You.

    2.4 You are responsible for configuring Your and Your Authorised Patients’ respective information technology, computer programmes and platform in order to access the Services. Notwithstanding clause 5.5, You should use Your own virus protection software.

    2.5 You may:
    (a) search, view, copy and print out Physiotherapy Templates which You access from Our Website for Your personal use only and not for any commercial use;
    (b) subject to clause 4.5 and Our Website’s Terms of Use, You may add, remove or replace photographs and text forming part of the Physiotherapy Templates but may not otherwise amend or alter the Physiotherapy Templates in any other way. You shall not make any changes to the Physiotherapy Templates that are in any way defamatory, libellous, obscene, offensive, pornographic or of a sexual nature or which might offend the general public. Furthermore You may not use any a photograph of any person under the age of majority and whose consent you have not previously obtained in writing to the use of their image or photograph as part of the Physiotherapy Template and for the Physiotherapy Purpose;
    (c) send Physiotherapy Templates and/or Bespoke Physiotherapy Templates to Your Authorised Patients in PDF format (or such other format as We may notify You of from time to time) directly from Our Website but using Your Email Address, subject to crediting Us in the subject line and text in the email body and other third parties where such material is attributed to them;

    2.6 By sending Physiotherapy Templates and/or Bespoke Physiotherapy Templates to Your Authorised Patient You agree, and confirm that You have obtained the express authority of such Authorised Patient, to Your use of such Authorised Patient’s email address for the purposes of sending such templates to such Authorised Patient.

    2.7 You hereby grant us the right to access and use Your Email Address for the purposes referred to in this clause 2.

  3. SOFTWARE

    3.1 You shall not and shall procure that Your Authorised Patients shall not:
    (a) attempt to duplicate, modify, disclose or distribute any portion of the Software; or
    (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
    (c) use the Software to provide services to third parties other than to Your Authorised Patients under these Terms; or
    (d) attempt to obtain, or assist others in obtaining, access to the Software or the Physiotherapy Templates or the Bespoke Templates, other than as provided under these Terms.

    3.2 We confirm We have all the rights in relation to the Software and Physiotherapy Templates that are necessary to grant all the rights We purport to grant under these Terms.

  4. YOUR ADDITIONAL OBLIGATIONS

    4.1 You shall not and shall ensure that Your Authorised Patients shall not:
    (a) copy, print out or otherwise reproduce any Physiotherapy Templates nor any material relating to part of the Services, except as permitted under these Terms or as otherwise authorised by Us in writing;
    (b) make any part of the Physiotherapy Templates, Bespoke Physiotherapy Templates or the Services available to any third party except as permitted under these Terms;
    (c) alter any part of the Physiotherapy Templates, [Bespoke Physiotherapy Templates] or Services (including without limitation the reference to “MyPhysioRehab” contained on all of the Physiotherapy Templates [or Bespoke Physiotherapy Templates]; or
    (d) purport to assign or otherwise, transfer, temporarily or permanently or in whole or in part, any of Your rights or obligations under these Terms, or dispose of Your rights under these Terms; or
    (e) use the Physiotherapy Templates or the Bespoke Physiotherapy Templates for commercial purposes as if they had been created by You.

    4.2 You acknowledge and agree that We own all intellectual property rights of whatever nature in the Software, the Physiotherapy Templates, the Bespoke Physiotherapy Templates and the Services. Except as expressly stated in this these Terms, these Terms do not grant You or Your Authorised Patients any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Physiotherapy Templates, the Bespoke Physiotherapy Templates, Services or any related documentation or other information.

    4.3 You acknowledge and agree that Your right to use the Bespoke Physiotherapy Templates for the Physiotherapy Purpose shall cease when the Subscription Period ends and that you shall not be permitted to use the Bespoke Physiotherapy Templates for any other reason whatsoever.

    4.4 Subject to clause 5 (Our obligations), You will defend, indemnify and hold Us harmless against any and all claims, demands, actions, proceedings, losses, damages, expenses and all costs whatsoever and howsoever arising out of or in connection with Your use and/or Your Authorised Patients’ use of the Software, Our Website, the Physiotherapy Templates, the Bespoke Templates or the Services. This clause 4.4 shall survive termination of these Terms, howsoever arising.

  5. OUR OBLIGATIONS

    5.1 We will take reasonable steps to ensure that Software and data files which We access as part of the Service are virus-free.

    5.2 We will use Our reasonable endeavours to ensure that the Services are provided continuously and that access to Our Website is not interrupted by any event within Our control. If possible We will notify You in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours. You acknowledge that such downtime is acceptable and shall not put Us in breach of these Terms.

  6. CONFIDENTIALITY

    6.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:
    (a) is or becomes publicly known other than through any act or omission of the receiving party; or
    (b) was in the other party’s lawful possession before the disclosure; or
    (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
    (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body; or
    (f) which that party has given its prior written authority to you sharing with selected third parties.

    6.2 Each party shall hold the other’s Confidential Information 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 the implementation of this agreement.

    6.3 Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this agreement.

    6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

    6.5 You acknowledge that Our Confidential Information includes without limitation the Software, the Physiotherapy Templates and the Bespoke Physiotherapy Templates, Our Website and the username and your password by which you access Our Website.

    6.7 This clause 6 shall survive termination of these Terms, however arising.

  7. MEDICAL WARRANTIES AND DISCLAIMERS

    7.1 We give You no warranty or assurance, except as set out in clause 5 above. We declare and You acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.

    7.2 You warrant and represent to Us that You are and undertake to Us that You shall be throughout the Subscription Period registered with the relevant national or regional medical authority in the country or territory in which You provide medical services to Your Authorised Patients.

    7.3 Our policy is to conduct Our business at all times in a professional manner and to good industry standards. We shall use Our reasonable endeavours to maintain Physiotherapy Templates up to date and to develop Our Services to meet subscribers’ needs. However, You should note in particular:
    (a) The Physiotherapy Templates are not intended to constitute a definitive or complete guide to physiotherapy practices and do not guarantee full or partial recovery for your Authorised Patient. In particular but without limitation, You hereby acknowledge and accept and shall ensure that Your Authorised Patients acknowledge and accept that:
    (i) the models and diagrams featured on the Physiotherapy Templates are for demonstrative purposes only and should not be regarded as an alternative or a substitute for a medical consultation with an appropriate and qualified medical practitioner. Your Authorised Patients should consult an appropriate and qualified medical practitioner in respect of any injury or health issue that they may have. Neither You nor Your Authorised Patients should try any of the exercises, stretches and treatments on our site without first consulting an appropriate and qualified medical practitioner;
    (ii) examples of the exercises, stretches and treatments provided on our Physiotherapy Templates are for guidance only and if at any time You or Your Authorised Patients feel discomfort, pain, nausea, dizziness, headaches or have any other symptoms You or Your Authorised Patient should stop immediately and consult Your or Your Authorised Patient’s medical/health advisor. It is Your and Your Authorised Patients’ responsibility to seek medical approval prior to carrying out any of the exercises, stretches and treatments on our site and We shall have no liability to You or Your Authorised Patients for any losses or damage suffered as a result of Your or their failure to do so;
    (iii) the Services supplied by Us cannot meet the needs of every Authorised Patient and should not be used as an alternative or substitute for a medical consultation with an appropriate and qualified medical practitioner; and
    (iv) serious and minor injuries and ailments can arise from the performance of the exercises, stretches and treatments provided on our Physiotherapy Templates (including but not limited to Deep Vein Thrombosis (DVT) and heart attack) therefore You and Your Authorised Patients must seek the advice of an appropriate and qualified medical practitioner prior to using the Services. Our Physiotherapy Templates are not intended to be a substitute for consultation with an appropriate and qualified medical practitioner;
    (b) The Physiotherapy Templates include archived information and resources, which may be incorrect or out of date; and
    (c) We give You no warranty or assurance that the Services and Our means of delivering them are compatible with Your or Your Authorised Patients’ software or computer configuration; and
    (d) We may make reasonable changes to part or all of any Services at Our discretion.

  8. LIABILITY

    8.1 This clause 8 sets out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of:
    (a) any breach of these Terms;
    (b) any use made by You of the Services or the Software or any part of them; and
    (c) any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with these Terms.

    8.2 Except as expressly and specifically provided in these Terms:
    (a) You assume sole responsibility for results obtained from Your use or the use by Your Authorised Patients of the Software, the Physiotherapy Templates, Bespoke Physiotherapy Templates and the Services by You and/or Your Authorised Patients, and for conclusions drawn from such use; and
    (b) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

    8.3 Nothing in this agreement excludes Our liability:
    (a) for death or personal injury caused by Our negligence; or
    (b) for fraud or fraudulent misrepresentation.

    8.4 Subject to clauses 8.2 and 8.3 above:
    (a) We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
    (b) Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the Subscription Fee paid for the Services during the Subscription Period during which the claim arose.

    8.5 Under this clause 8, Our liability includes that of any company in Our group and Our and their respective agents, employees and sub-contractors, You includes any other party claiming through You including Your Authorised Patients and loss or damage includes any claims, demands, actions, proceedings, losses, damages, costs or expenses whatsoever or howsoever arising in connection with the provision by us of the Services and the Physiotherapy Templates, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.

    8.6 We shall have no liability to You under these Terms if We are prevented from or delayed in performing Our obligations under these Terms or from carrying on business by acts, events, omissions or accidents beyond Our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, 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 or storm.

  9. SUSPENSION OF SERVICES AND TERMINATION

    9.1 We may suspend Your access to the Services and/or terminate These Terms upon written or email notice to You if You are in breach of any of its terms. If We are in material breach as a result of circumstances within Our control, You must notify us in writing and allow Us fourteen (14) days to remedy the material breach. If We are unable to remedy the material breach within such fourteen (14) day period, You will be entitled to a pro-rata refund of the Subscription Fee that relates to the current Subscription Period, which refund shall be determined by Us taking into account the amount of the Subscription Period that has elapsed and the amount of the Subscription Period that is remaining as at the effective date of termination.

    9.2 On termination of these Terms for any reason:
    (a) all licences granted under this agreement shall immediately terminate;
    (b) subject to the exceptions in this sub-paragraph, You will take reasonable steps to delete the Software, the Physiotherapy Templates and the Bespoke Physiotherapy Templates from Your electronic media, including Your intranet and electronic storage devices so that You no longer have an electronically functional copy of the Software or any part of the Physiotherapy Templates or the Bespoke Physiotherapy Templates;
    (c) those clauses that are expressly stated to continue following the termination of these Terms shall continue in full force and effect; and
    (d) termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.

  10. GENERAL PROVISIONS

    10.1 The rights provided under these Terms are granted to You only, and shall not without Our prior written consent be considered granted to any subsidiary or holding company. You may not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these Terms.

    10.2 These terms are not intended to benefit anyone other than the parties to it and, in particular, no term of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

    10.3 You acknowledge that if You are in breach of these Terms damages may be an inadequate remedy for Us. You therefore acknowledge and accept Our right to claim injunctive relief in respect of such breach.

    10.4 Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

    10.5 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

    10.6 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.

    10.7 These terms and the Subscription Fee Schedule constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this agreement or not) other than as expressly set out in these Terms. The only remedy available to it for breach of these Terms shall be for breach of contract under the terms of these Terms.

    10.8 English law governs this agreement and any claim, dispute, actions or proceedings (whether contractual or non-contractual) arising out of or in connection with it and the parties submit to the non-exclusive jurisdiction of the English courts.

  11. ONLINE PAYMENTS / SUBSCRIPTIONS

    11.1 When subscribing to our online service you are purchasing a subscription from RehabBrain Limited, UK, Company No. 07636394 Lynton House, 7-12 Tavistock Square, London WC1H 9BQ

    11.2 Security policy
    Our Payment Service Provider is Sage Pay (formerly Protx) – the largest independent payment service provider (PSP) in the UK and Ireland. Sage Pay provides a secure payment gateway (Level 1 PCI DSS), processing payments for thousands of online businesses, including ours. It is Sage Pay’s utmost priority to ensure that transaction data is handled in a safe and secure way. Sage Pay uses a range secure methods such as fraud screening, I.P address blocking and 3D secure. Once on the Sage Pay systems, all sensitive data is secured using the same internationally recognised 256-bit encryption standards. Sage Pay is PCI DSS (Payment Card Industry Data Security Standard) compliant to the highest level and maintains regular security audits. They are also regularly audited by the banks and banking authorities to ensure that their systems are impenetrable. Sage Pay is an active member of the PCI Security Standards Council (PCI SSC) that defines card industry global regulation. In addition, you know that your session is in a secure encrypted environment when you see https:// in the web address, and/or when you see the locked padlock symbol alongside the URL. So when buying through our site, you can be sure that you are completely protected.