Terms of Service

1. About us and these Terms

The Service is provided by Marlmed Limited, registered in England and Wales under company number 17127171 ("Marlmed", "we", "us", "our").

By creating an account, ordering, or using the Service, you agree to these Terms on behalf of your organisation, and you confirm you are authorised to bind it. If you do not agree, do not use the Service.

Business customers only. The Service is supplied exclusively for business and professional use. It is not offered to consumers acting wholly or mainly outside their trade, business, craft or profession, and consumer rights (including any cancellation or cooling-off rights) do not apply. Ordinary website visitors are also subject to these Terms to the extent they use the site.

2. Definitions

• Customer - the organisation that subscribes to or uses the Service.
• Authorised User - an individual the Customer permits to use the Service under its account.
• Order - a sign-up, plan selection, or signed order form or enterprise agreement.
• Applicable Plan - the plan the Customer has selected, with the user, location and feature limits published at marlmed.com/pricing.
• Purchased Services - the modules and features made available on the Applicable Plan or in an Order.
• Subscription Term - the monthly or annual period for which the Customer has subscribed.
• Customer Data - data the Customer or its Authorised Users enter into the platform.
• Business Day - a day other than a Saturday, Sunday or public holiday in England and Wales.

3. Order of precedence

If there is a conflict, the following order applies (highest first): (a) a signed order form or enterprise agreement; (b) the Data Processing Agreement; (c) these Terms; (d) the published plan and service descriptions at marlmed.com.

4. The Service

Marlmed provides a cloud-based practice management platform for UK medical clinics and similar organisations. We provide only the Purchased Services actually made available on the Customer's Applicable Plan. Marlmed Stock is generally available; other modules (such as Asset, CRM and Portal) are made available as they are released, and only apply once purchased or enabled on the plan. We may improve, modify or add features, and may withdraw a feature on reasonable notice.

5. Free trial

New accounts may start a 14-day free trial. Trials begin with Marlmed Stock, and a plan is selected during or at the end of the trial. No payment details are required to start. At the end of the trial, access is suspended unless a subscription is activated. We will notify you before the trial ends. Trial data is retained for up to 90 days (with a 30-day self-export window) as set out in section 11.

6. Accounts and Authorised Users

The Customer is responsible for its account and for all activity under it. Authorised Users must use individual credentials (not shared logins). The Customer must not exceed the user, location or other limits of the Applicable Plan.

7. Customer responsibilities

The Customer will:

• Keep account information accurate and control and review Authorised User access;
• Use individual credentials and enable appropriate multi-factor authentication and security controls;
• Notify us promptly of any suspected security compromise;
• Ensure it has a lawful basis and any necessary Article 9 condition to upload personal and special category data, and configure permissions appropriately;
• Maintain its own policies, staff training and regulatory procedures;
• Validate exported records and any clinical, controlled-drug or regulatory decisions, and not rely on the Service as medical, pharmaceutical or legal advice.

8. Acceptable use

You must use the Service only for lawful purposes. You must not:

• Use the Service in any way that violates applicable UK law or regulation;
• Attempt to gain unauthorised access to any part of the Service or its systems;
• Introduce malware, viruses or other malicious code;
• Reproduce, resell or redistribute the Service without our written consent;
• Store or process data in a manner that breaches UK GDPR or other applicable data protection law.

9. Subscriptions, fees and payment

• Fees are those for the Applicable Plan, billed monthly or annually as selected, in pounds sterling (GBP).
• Subscriptions renew automatically for further periods of the same length unless cancelled before the renewal date, in line with section 12.
• Monthly plans are charged at the start of each monthly period; annual plans at the start of each annual term. Enterprise arrangements may be invoiced as agreed.
• Where a payment card is on file, we charge it automatically each period. If a payment fails, we may retry, notify you, and suspend access if it remains unpaid after a reasonable grace period.
• Upgrades take effect immediately and may be charged pro rata; downgrades take effect at the next renewal.
• Fees are exclusive of VAT and other applicable taxes unless expressly stated otherwise. The Customer must pay any applicable taxes shown on a valid invoice. Our current VAT position is shown at marlmed.com/pricing.
• We may update pricing with at least 30 days' written notice, effective from the next renewal.

10. Licence and intellectual property

We grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Purchased Services during the Subscription Term, for the Customer's internal business use and subject to the Applicable Plan.

All intellectual property rights in the platform, including its software, design and content, belong to Marlmed. Nothing in these Terms grants the Customer any rights in the platform beyond this licence.

11. Customer Data and data protection

The Customer owns and retains all rights in Customer Data. We process Customer Data as a processor acting on the Customer's documented instructions. Our processing of personal data on the Customer's behalf is governed by our Data Processing Agreement, which forms part of these Terms. The Customer is responsible for ensuring its use of the platform complies with applicable data protection law, including UK GDPR.

On termination, the Customer can export its full Customer Data for 30 days. Customer Data is retained for 90 days after termination in total, after which it is securely and permanently deleted, subject to the Customer's instructions under the DPA and to our retention of records we are required to keep by law.

12. Term, renewal and termination

• The Customer may cancel a monthly plan effective at the end of the current monthly period.
• The Customer may cancel renewal of an annual plan, but the current annual term remains in force and is normally non-refundable; access continues to the end of the paid period.
• We may terminate without cause on 30 days' notice, with a pro-rata refund of any unused prepaid fees.
• Either party may terminate for material breach if the other fails to remedy it within 30 days of written notice.
• We may suspend access immediately where there is a serious security threat, unlawful conduct, non-payment after the grace period, or a risk to other customers.
• If we permanently discontinue a Purchased Service the Customer has paid for, we will refund the affected prepaid fees pro rata.

13. Confidentiality

Each party may receive confidential information of the other (including pricing, business plans, software, security material and clinic procedures). Each party will keep the other's confidential information confidential, use it only to perform these Terms, and protect it with reasonable care. This does not apply to information that is public through no breach, independently developed, or required to be disclosed by law. This clause is in addition to the data protection obligations in the DPA.

14. Healthcare disclaimer

Marlmed is an administrative, inventory, audit and record-keeping tool. It is not a medical device and does not provide clinical, medical, pharmaceutical or legal advice, and must not be relied on for clinical decision-making. We:

• support administrative, inventory, audit and record-keeping workflows;
• are not a substitute for professional clinical judgement;
• do not independently verify the accuracy of information the Customer enters;
• do not guarantee CQC, controlled-drug, clinical or other regulatory compliance, or any inspection outcome;
• do not assume the Customer's statutory record-keeping responsibilities.

15. Availability

We aim to maintain high availability but do not guarantee uninterrupted access unless a service level is agreed in a signed order form. Planned maintenance will be communicated in advance where possible. We are not liable for loss resulting from downtime outside our reasonable control.

16. Limitation of liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that, and to the fullest extent permitted by law, our total liability for all claims arising out of or in connection with these Terms in any 12-month period shall not exceed the total fees paid by the Customer in the 12 months before the claim.

We are not liable for indirect or consequential loss, or for loss of profits, revenue, anticipated savings or business opportunity. This does not exclude direct, reasonably foreseeable costs of restoring Customer Data lost as a direct result of our breach.

Note: this liability section is under review with our legal advisers and may be updated, including a separate cap for confidentiality and data-protection matters.

17. Beta and preview features

We may offer features marked as beta, preview or early access. These are provided "as is", may change or be withdrawn, and are excluded from any availability commitment. Do not rely on them for critical workflows.

18. Changes to these Terms

We may update these Terms from time to time. We will notify subscribers of material changes with at least 14 days' notice. If you continue to use the Service after the change takes effect, you accept the revised Terms; if you do not agree, you may cancel in line with section 12.

19. General

• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control.
• Notices: notices to us should be sent to [email protected] or the registered office; we may notify you by email or in-product.
• Assignment: the Customer may not assign these Terms without our consent; we may assign or transfer them on a merger, reorganisation or sale of the business, on notice.
• Subcontracting: we may use subcontractors and sub-processors (see the DPA and Sub-processor Register) and remain responsible for their performance.
• Entire agreement: these Terms, the DPA and any signed order form are the entire agreement and supersede prior discussions.
• Severability and waiver: if any part is unenforceable, the rest continues; a failure to enforce a term is not a waiver.
• No partnership: nothing creates a partnership, agency or joint venture.
• Third parties: a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999.
• Survival: provisions that by their nature should survive termination (including sections 10, 11, 13, 14, 16 and 20) do so.

20. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute. We encourage you to raise any complaint with us first at [email protected] so we can try to resolve it.

21. Contact

Questions about these Terms: [email protected].