Terms and
Conditions.

Access to the Platform is provided on a monthly rolling Subscription basis. The Subscription commences on the Commencement Date and continues on a rolling monthly basis until terminated in accordance with Clause 13.

The Subscription grants the Client and its Authorised Users a limited, non-exclusive, non-transferable right to access and use the Platform for the Client's internal business purposes during the Term.

We reserve the right to update, modify, add to or remove features of the Platform at any time and without prior notice. Where a modification materially reduces the core functionality of the Platform, We will use reasonable endeavours to notify the Client in advance. Minor updates, security patches and performance improvements may be deployed at any time without notice.

Where a White-Label Licence is granted, the specific scope, permitted use, restrictions, duration and commercial terms shall be set out in a separate Order Form. These Terms apply in full to White-Label Licences unless expressly varied in the relevant Order Form.

The Client shall not represent to any third party that the white-label product is its own proprietary software. The Client shall ensure that all end users of the white-label product are bound by terms of use that are no less protective of Our interests than these Terms.

Development Services are provided on a project basis. The scope, deliverables, timeline, payment milestones and acceptance criteria shall be agreed in a Statement of Work prior to commencement of work.

The Client shall provide all necessary input, approvals, access and materials in a timely manner. Any delay caused by the Client's failure to provide such input shall extend the timeline accordingly and We shall not be liable for any resulting delay in delivery.

Upon delivery of Deliverables, the Client shall have fourteen (14) days to review and raise any material non-conformance with the agreed specification in writing. Failure to raise any such issues within that period shall constitute deemed acceptance. We shall not be obliged to rectify issues raised after deemed acceptance unless additional fees are agreed.

Where the Client requests changes to the agreed scope after a Statement of Work has been signed, We shall assess the impact on timeline and Fees and issue a Change Request for the Client's written approval before proceeding. We shall not be obliged to carry out any out-of-scope work without a signed Change Request.

Consulting Services are provided on the basis of reasonable professional skill and care. We do not guarantee specific commercial outcomes or regulatory approvals as a result of Consulting Services.

Any advice provided in the course of Consulting Services reflects Our professional assessment based on information available at the time of engagement. The Client is responsible for its own decisions and for seeking independent legal, regulatory or clinical advice where appropriate.

The Client shall provide accurate, complete and up-to-date information during onboarding and throughout the Term. The Client must promptly notify Us of any material changes to its circumstances, regulatory status or contact details.

The Client is responsible for ensuring that all Authorised Users comply with these Terms. The Client shall not permit any third party to access the Platform other than Authorised Users.

The Client shall implement reasonable measures to prevent unauthorised access to its account, including maintaining the security of login credentials. The Client shall notify Us immediately upon becoming aware of any actual or suspected unauthorised access.

The Client is liable for all activity carried out under its account, whether or not authorised by the Client.

use the Platform for any unlawful purpose or in a manner that violates any applicable law or regulation;

attempt to reverse-engineer, decompile, disassemble or extract the source code of the Platform or any part of it;

resell, sublicence, transfer or otherwise make the Platform available to any third party without Our prior written consent;

upload, transmit or process any Harmful Code through the Platform;

attempt to gain unauthorised access to any system, network, server or database associated with the Platform;

use the Platform in a manner that imposes an unreasonable or disproportionate load on Our infrastructure;

use the Platform to store or process data in a manner that violates any third party's rights, including Intellectual Property Rights and rights of privacy;

remove, obscure or alter any proprietary notices, branding or attribution on the Platform.

Where the Client operates in a regulated sector, including pharmacy, clinical services or healthcare, the Client is solely and exclusively responsible for ensuring that its use of the Services complies with all applicable regulatory obligations. This includes without limitation obligations imposed by the GPhC, CQC, MHRA, ICO and any other applicable Regulatory Authority.

We are a software developer and technology services provider. We are not a healthcare regulator, a clinical governance body or a professional regulatory authority. Nothing in the Services constitutes clinical advice, regulatory guidance or a guarantee of regulatory compliance. The Client must obtain its own independent regulatory advice.

The Client shall immediately notify Us if it becomes aware of any actual or threatened regulatory investigation, enforcement action or sanction that may affect its use of the Services or its ability to comply with these Terms.

All Fees are set out in the relevant Order Form, Statement of Work or published pricing schedule. All Fees are stated exclusive of VAT unless otherwise specified. VAT will be applied at the prevailing UK rate where applicable.

We reserve the right to revise our Fees at any time. For Subscription clients, We will provide not less than thirty (30) days' written notice of any Fee increase. Continued use of the Platform after the effective date of any increase constitutes acceptance of the revised Fee.

Subscription Fees are payable monthly in advance on the same date each month from the Commencement Date. The Client authorises Us to charge the payment method on file for recurring monthly Fees.

Subscription Fees are non-refundable. Where the Client terminates a Subscription mid-month, no refund shall be payable for the remainder of the current billing period.

Project Fees for Development Services and Consulting Services are set out in the relevant Statement of Work or Order Form. Payment milestones shall be as agreed in writing. Where no milestones are specified, the full Project Fee is payable upon completion.

Where work has commenced under a Statement of Work and the Client terminates or abandons the project, all Fees for work completed to the point of termination remain due and payable within fourteen (14) days of invoice.

We accept payment by card via Our designated payment processor, or by bank transfer against invoice. Invoice payment terms are fourteen (14) days from the date of invoice unless otherwise specified in writing.

Time of payment is of the essence. Failure to pay any sum by the due date shall constitute a material breach of these Terms.

Without prejudice to Our rights under Clause 6, if any sum remains unpaid after the due date, We shall be entitled to charge statutory interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, at the rate of 8% above the Bank of England base rate, accruing daily from the due date until the date of actual payment, whether before or after judgment.

We shall also be entitled to recover from the Client all reasonable costs and expenses incurred in recovering any overdue amounts, including legal costs on an indemnity basis.

We reserve the right to set off any amounts owed to Us against any amounts owed by Us to the Client.

We shall use reasonable commercial endeavours to ensure that the Platform is available during normal business hours. We do not guarantee uninterrupted, error-free or continuous availability of the Platform.

We may carry out scheduled maintenance, updates, security patches or infrastructure changes at any time. We will use reasonable endeavours to carry out planned maintenance during off-peak hours and to provide advance notice where practicable. We shall not be liable for any downtime or loss of access arising from such maintenance.

The Platform is hosted on infrastructure located within the United Kingdom. We shall use reasonable endeavours to ensure that data does not leave the United Kingdom without the Client's prior written consent.

We reserve the absolute right to update, modify, enhance, add to, remove from or discontinue any part of the Platform at any time and without prior notice to the Client. This includes changes to features, functionality, user interface, integrations and technical specifications.

We shall not be liable to the Client for any loss, damage or disruption arising from any modification to the Platform made in accordance with Clause 5.2.1.

Where We discontinue the Platform entirely, We will provide not less than ninety (90) days' written notice to active Subscription clients. During that notice period, the Client may export its data in a standard format.

The Platform may integrate with or rely upon third-party services, including cloud infrastructure, payment processors, identity providers and communication services. We do not warrant the availability, accuracy or reliability of any third-party service. We shall not be liable for any failure, interruption or degradation of the Platform caused by any third-party service provider.

any sum due from the Client remains unpaid after the due date;

We reasonably believe the Client's use of the Platform poses a security risk to Us, to other clients or to patient data;

We are required to suspend the Services by any applicable law, court order, regulatory direction or instruction from a Regulatory Authority;

We reasonably suspect the Client is using the Services in breach of Clause 3.3 or in a manner that may constitute a criminal offence;

the Client has suffered a data breach or security incident that has or may have compromised patient data or the integrity of the Platform;

the Client has lost, surrendered or had revoked any regulatory registration or authorisation required for it to lawfully use the Services, including without limitation GPhC registration or CQC registration;

the Client is subject to insolvency proceedings, administration, receivership, liquidation or makes any arrangement with its creditors.

We may suspend the Services on fourteen (14) days' written notice where the Client commits a material breach of these Terms that is capable of remedy and has not been remedied within fourteen (14) days of written notice specifying the breach.

During any period of suspension, the Client's obligation to pay Fees continues in full.

We shall restore access to the Services upon the Client remedying the grounds for suspension to Our reasonable satisfaction and, where applicable, paying all outstanding Fees.

We shall not be liable to the Client for any loss, damage or inconvenience arising from a suspension carried out in accordance with this Clause 6.

Where the Client uploads, submits or otherwise causes personal data to be processed through the Platform, the Client acts as the Data Controller and We act as the Data Processor in respect of that personal data, as those terms are defined under UK GDPR.

Where We process personal data relating to the Client's own personnel, representatives or contacts for the purpose of managing Our relationship with the Client, We act as Data Controller in respect of that personal data. Our Privacy Policy, available at www.syncdynamics.co.uk, governs such processing.

process personal data only on the documented instructions of the Client, including in relation to transfers of personal data to a third country, unless required to do otherwise by applicable law, in which case We shall inform the Client of that legal requirement before processing, unless prohibited from doing so by law;

ensure that persons authorised to process personal data on Our behalf are subject to appropriate binding confidentiality obligations;

implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including encryption of personal data in transit and at rest, measures to ensure ongoing confidentiality, integrity and availability of processing systems, and a process for regularly testing and evaluating the effectiveness of such measures;

not engage any sub-processor without prior written authorisation from the Client, which shall not be unreasonably withheld or delayed;

ensure that any sub-processor is bound by data protection obligations equivalent to those set out in this Clause 7;

assist the Client, insofar as reasonably practicable, in responding to requests from data subjects exercising their rights under Data Protection Legislation;

notify the Client without undue delay upon becoming aware of a personal data breach affecting data processed under this Agreement;

on termination of the Agreement, make available to the Client all personal data processed on its behalf for a period of thirty (30) days and thereafter delete or return such data unless We are required by applicable law to retain it;

make available to the Client all information reasonably necessary to demonstrate compliance with Our obligations under this Clause 7, and permit and contribute to audits conducted by the Client or its authorised representative, subject to the Client providing not less than thirty (30) days' prior written notice and conducting no more than one audit per calendar year absent a substantiated breach.

The Client is solely responsible for ensuring that it has a lawful basis under Data Protection Legislation for each category of personal data it submits to or processes through the Platform, including where such data constitutes special category data within the meaning of UK GDPR.

The Client is solely responsible for providing appropriate privacy notices to data subjects whose personal data is processed through the Platform and for ensuring that such notices accurately describe the processing carried out.

The Client warrants that all personal data submitted to the Platform has been collected and is being processed in compliance with all applicable Data Protection Legislation.

Where the Client processes special category data, including health data and data relating to patients, through the Platform, the Client is solely responsible for identifying and documenting an appropriate lawful basis and condition for processing under Articles 6 and 9 of UK GDPR respectively.

All personal data processed through the Platform is stored on infrastructure located within the United Kingdom. We shall not transfer personal data outside the United Kingdom without the Client's prior written consent unless required to do so by law.

Each party undertakes to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without the prior written consent of the disclosing party.

Each party may disclose Confidential Information to its employees, officers, professional advisers, subcontractors and agents on a strict need-to-know basis, provided that such persons are bound by confidentiality obligations at least as protective as those in this Clause 8.

The obligations in this Clause 8 do not apply to information that: (a) is or becomes publicly available through no act or omission of the receiving party; (b) was rightfully in the receiving party's possession before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law, court order or Regulatory Authority, provided the receiving party gives the disclosing party maximum practicable advance notice.

The obligations of confidentiality in this Clause 8 shall survive termination of this Agreement for a period of five (5) years.

All Intellectual Property Rights in and to the Platform, including its source code, architecture, design, functionality, documentation, algorithms, data structures, APIs and all updates, enhancements and modifications thereto, are and shall remain the exclusive property of Sync Dynamics Ltd. Nothing in these Terms transfers or assigns to the Client any ownership of Our Intellectual Property Rights.

The Client acknowledges that the Platform contains trade secrets of Sync Dynamics Ltd and agrees not to do anything that would prejudice Our ownership of or rights in the Platform.

The Client retains ownership of all data, content and materials it uploads or submits to the Platform. The Client grants Us a limited, non-exclusive licence to process, store and use such data solely for the purpose of providing the Services.

The Client warrants that it has the right to upload and process all data it submits to the Platform and that such data does not infringe any third-party rights.

All Intellectual Property Rights in Deliverables produced under a Development Services engagement shall remain vested in Sync Dynamics Ltd until receipt of full payment of all Fees in respect of that engagement.

Upon receipt of full payment, We shall assign to the Client the Intellectual Property Rights in the bespoke elements of the Deliverables created solely and specifically for the Client under that engagement, excluding: (a) any pre-existing IP owned by Us or third parties; (b) any frameworks, libraries, tools or methodologies developed independently of the engagement; and (c) any generic components or modules incorporated into the Deliverables which are not unique to the Client's project.

We retain the right to use general skills, knowledge and expertise acquired during the performance of Development Services for future engagements, provided We do not disclose the Client's Confidential Information in doing so.

Any feedback, suggestions or ideas provided by the Client in relation to the Platform or Services may be used by Us freely and without obligation or compensation to improve Our products and services.

The Platform is a software tool designed to support pharmacy and healthcare operations. It does not constitute medical advice, clinical guidance or a substitute for professional clinical judgement. All clinical decisions, prescribing decisions, dispensing decisions and patient care responsibilities rest solely and exclusively with the appropriately qualified, registered and insured healthcare professional using the Platform.

We accept no liability whatsoever for any clinical outcome, patient harm, adverse event, medication error, missed diagnosis or other clinically related consequence arising from or in connection with the use of the Platform, howsoever caused.

We accept no liability for any loss arising from the Client's reliance on any feature, alert, flag, recommendation or output generated by the Platform in making any clinical decision.

loss of profit, revenue, income or anticipated savings;

loss of business, contracts, goodwill or opportunity;

loss or corruption of data;

any indirect, consequential, incidental, special or punitive loss or damage;

losses arising from the Client's failure to comply with its regulatory obligations;

losses arising from the failure or unavailability of any third-party service, integration or infrastructure;

losses arising from any modification to the Platform carried out in accordance with Clause 5.2;

losses arising from any suspension of Services carried out in accordance with Clause 6.

Our total aggregate liability to the Client for all claims arising out of or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the total Fees paid by the Client to Us in the three (3) calendar months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits Our liability for: (a) death or personal injury caused by Our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

The Client shall fully indemnify and hold harmless Sync Dynamics Ltd, its directors, officers, employees, agents and contractors from and against all losses, liabilities, damages, costs and expenses (including reasonable legal costs on an indemnity basis) arising out of or in connection with:

any breach by the Client of these Terms, including any breach of Clause 3.3 or Clause 3.4;

any claim by a third party arising from the Client's use of the Services;

any claim by a patient, data subject or Regulatory Authority arising from the Client's processing of personal data through the Platform;

any clinical outcome, adverse event or patient harm arising from the Client's use of the Platform;

any infringement of a third party's Intellectual Property Rights arising from the Client's Materials or the Client's instructions to Us;

any regulatory investigation, enforcement action, fine or sanction arising from the Client's use of the Services or the Client's failure to maintain required regulatory registrations.

We have the right, power and authority to enter into this Agreement and to grant the licences set out herein;

the Platform will perform materially in accordance with its published documentation under normal conditions of use;

We will perform the Services with reasonable skill, care and diligence.

Save as expressly set out in Clause 12.1, the Platform and all Services are provided on an "as is" and "as available" basis. We make no representations, warranties or guarantees, whether express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose, accuracy or non-infringement.

We do not warrant that the Platform will be error-free, uninterrupted or free from bugs, defects or security vulnerabilities. We do not warrant that the Platform will meet any specific regulatory standard or satisfy any particular Regulatory Authority.

it has full authority to enter into this Agreement;

it holds all regulatory registrations and authorisations required for it to lawfully use the Services;

all information provided to Us is accurate, complete and not misleading;

its use of the Platform will comply with all applicable laws and regulatory requirements;

it has obtained all necessary consents for the processing of personal data submitted to the Platform.

Either party may terminate a Subscription by providing not less than thirty (30) days' written notice. The Subscription shall continue and Subscription Fees shall remain payable until expiry of the notice period.

Either party may terminate a Development Services or Consulting Services engagement on the terms set out in the relevant Statement of Work. Where no termination terms are specified, either party may terminate on fourteen (14) days' written notice. All Fees for work completed to the date of termination remain due and payable.

the Client commits a material breach of these Terms that is incapable of remedy;

the Client commits a material breach that is capable of remedy and fails to remedy it within fourteen (14) days of written notice;

the Client fails to pay any sum due under these Terms within fourteen (14) days of the due date;

the Client breaches any applicable regulatory requirement, or has its regulatory registration suspended, revoked or not renewed, in each case where such breach or loss of registration affects its lawful use of the Services;

the Client is subject to insolvency, administration, receivership, liquidation, a voluntary arrangement with creditors, or any analogous proceedings in any jurisdiction;

We are directed by a Regulatory Authority to cease providing Services to the Client.

Upon termination of this Agreement for any reason: (a) all licences granted under these Terms cease immediately; (b) the Client must immediately cease all use of the Platform; (c) all outstanding Fees become immediately due and payable; (d) We will make Client data available for export for thirty (30) days, after which it may be permanently deleted.

Termination shall not affect any accrued rights, remedies or liabilities of either party as at the date of termination.

Clauses 7, 8, 9, 10, 11, 13.4 and 15 shall survive termination of this Agreement.

Neither party shall be in breach of this Agreement or liable for any delay or failure to perform its obligations under this Agreement to the extent that such failure is caused by a Force Majeure Event, provided the affected party: (a) notifies the other party in writing as soon as reasonably practicable upon becoming aware of the Force Majeure Event; (b) takes all reasonable steps to mitigate the effect of the Force Majeure Event; and (c) resumes performance as soon as reasonably practicable after the Force Majeure Event ceases.

If a Force Majeure Event continues for a period in excess of sixty (60) days, either party may terminate the affected Services by written notice without liability, save that the Client shall remain liable for all Fees accrued prior to the Force Majeure Event.

These Terms, together with any applicable Order Form, Statement of Work and any document expressly incorporated by reference, constitute the entire agreement between the parties relating to their subject matter and supersede all prior agreements, representations, warranties, negotiations and understandings between the parties, whether oral or written.

Each party acknowledges that it has not entered into this Agreement in reliance upon any representation, warranty or undertaking that is not expressly set out herein.

We may update these Terms at any time. We will provide not less than thirty (30) days' written notice of any material change. Continued use of the Services after the effective date of any change constitutes acceptance. If the Client does not accept the changes, it may terminate the relevant Services by written notice before the effective date of the change.

The Client may not assign, transfer, sub-contract or otherwise deal in any rights or obligations under this Agreement without Our prior written consent.

We may assign this Agreement or any rights hereunder to any subsidiary, affiliate or successor entity, including in connection with a merger, acquisition, restructuring or sale of all or substantially all of Our business or assets, without the Client's consent.

If any provision of these Terms is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed. The validity, legality and enforceability of the remaining provisions shall not be affected.

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. No waiver shall be effective unless given in writing.

All formal notices under this Agreement must be in writing and delivered by email to the address on record, or by first class post to the registered address of the relevant party. Notices sent by email shall be deemed received on the day of transmission (unless transmitted after 17:00 on a business day or on a non-business day, in which case they shall be deemed received on the next business day). Notices sent by post shall be deemed received two (2) business days after posting.

Save as expressly provided, these Terms do not create any rights enforceable by any person who is not a party to this Agreement under the Contracts (Rights of Third Parties) Act 1999. The parties may rescind or vary these Terms without the consent of any third party.

Nothing in these Terms creates or implies any partnership, joint venture, agency, employment or franchise relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.

Any complaints relating to the Services should be submitted in writing to office@syncdynamics.co.uk. We will acknowledge all complaints within three (3) business days and aim to resolve them within ten (10) business days. Where a complaint cannot be resolved within that period, We will notify the Client of the steps being taken and provide updates as soon as reasonably practicable.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit Our right to take proceedings against the Client in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction.