Terms of Service

These Terms of Service (the “Terms”) form a legally binding agreement between ITLOX LTD, a company incorporated in England and Wales (company number available on request) with registered offices at 167-169 Great Portland Street, London W1W 5PF (“ITLOX”, “we”, “us”), and the organisation identified on the applicable order form (the “Customer”, “you”) relating to careos platform. By signing an order form, clicking to accept, or otherwise accessing careos platform, the Customer agrees to these Terms.

1. Definitions

• 1.1 “Service” means careos platform, the orchestration cloud for regulated care delivered by ITLOX, including the Care Graph, AgentOS, Evidence Ledger, Command Center, APIs, dashboards and documentation.
• 1.2 “Customer” means the legal entity subscribing to the Service under an order form.
• 1.3 “Authorised User” means an individual authorised by the Customer to access the Service under the Customer’s account, including employees, contractors and clinicians.
• 1.4 “Customer Data” means all data, including Protected Health Information, submitted to the Service by or on behalf of the Customer.
• 1.5 “Order Form” means the ordering document executed between ITLOX and the Customer that references these Terms and sets out the subscribed modules, fees, term and deployment region.
• 1.6 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
• 1.7 “DPA” means the Data Processing Agreement between ITLOX and the Customer, available at /data-processing-agreement, incorporated by reference.
• 1.8 “Documentation” means the technical and user documentation published by ITLOX for the Service.
• 1.9 “SLA” means the Service Level Agreement.
• 1.10 “AUP” means the Acceptable Use Policy.

2. Acceptance and account registration

2.1 The Customer must designate an account administrator and register accurate information during onboarding. The Customer is responsible for maintaining the confidentiality of credentials and for all activity under its account.

2.2 The person accepting these Terms represents that they have authority to bind the Customer and its Affiliates that use the Service.

3. The Service

3.1 ITLOX will provide the Service in accordance with these Terms, the Order Form, the SLA and the Documentation. The Service is a business-to-business platform intended for use by healthcare providers, life sciences organisations and their authorised partners.

3.2 ITLOX may update the Service from time to time, provided that such updates do not materially reduce the functionality subscribed to by the Customer during the then-current term.

4. Customer obligations

• 4.1 The Customer shall comply with these Terms, the AUP and all applicable laws and professional standards, including data protection and clinical regulation.
• 4.2 The Customer is responsible for the accuracy, legality and quality of Customer Data and for obtaining the necessary consents and legal bases.
• 4.3 The Customer shall safeguard Authorised User credentials, promptly revoke access for leavers and notify ITLOX of suspected compromise.
• 4.4 The Customer shall not sublicense, resell or make the Service available to third parties other than Authorised Users and Affiliates under the Order Form.
• 4.5 The Customer shall not attempt to reverse engineer, decompile or circumvent security features of the Service, except to the extent that such restriction is prohibited by applicable law.

5. Licence grant

5.1 Subject to payment of fees and compliance with these Terms, ITLOX grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence for Authorised Users to access and use the Service during the subscription term for the Customer’s internal business purposes.

5.2 The licence does not include any right to the Service’s source code, underlying models, infrastructure, or any rights not expressly granted.

6. Fees, payment and taxes

6.1 Fees are set out in the Order Form. Unless otherwise agreed, fees are invoiced annually in advance and are payable within 30 days of invoice date in the currency stated on the Order Form.

6.2 Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. ITLOX may suspend the Service on 10 days’ written notice for amounts more than 30 days overdue.

6.3 Fees are exclusive of VAT, sales tax and other similar taxes, which are the Customer’s responsibility except for taxes based on ITLOX’s net income.

7. Intellectual property

7.1 ITLOX and its licensors retain all right, title and interest in the Service, the Documentation, and any improvements, feedback and derivative works relating to them.

7.2 The Customer retains all right, title and interest in Customer Data. The Customer grants ITLOX a limited licence to process Customer Data solely to provide and support the Service in accordance with the DPA.

7.3 ITLOX may generate aggregated, de-identified statistical data from use of the Service to operate, secure and improve its offerings. Such data shall not identify the Customer, any Authorised User or any data subject.

8. Confidentiality

8.1 Each party may disclose confidential information to the other. The recipient shall protect the discloser’s confidential information with at least the same degree of care it uses for its own information of similar importance, and not less than a reasonable standard of care.

8.2 Confidential information does not include information that is public, was already known, is independently developed, or is lawfully received from a third party without restriction. Disclosure required by law is permitted with notice where lawful.

9. Data protection

9.1 Where the Service processes personal data on behalf of the Customer, ITLOX acts as a processor and the Data Processing Agreement governs that processing.

9.2 For US Customers that are Covered Entities under HIPAA, the parties shall execute a Business Associate Agreement, which shall control in the event of conflict with these Terms in respect of PHI.

10. Warranties and disclaimers

10.1 ITLOX warrants that it will provide the Service with reasonable skill and care, in accordance with the SLA and the Documentation.

10.2 Except as expressly stated, the Service is provided “as is” and ITLOX disclaims all other warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted operation.

10.3 No medical advice or medical device warranty. careos platform is a clinical decision support and operations tool. It is not currently marketed as a medical device and does not itself diagnose, prescribe or provide clinical advice. The Customer remains solely responsible for clinical decisions and for ensuring that clinicians exercise independent professional judgement.

11. Limitation of liability

11.1 To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, consequential, exemplary or punitive damages, loss of profits, loss of revenue, loss of data, loss of business opportunity or loss of goodwill arising from or related to these Terms.

11.2 Each party’s total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid or payable by the Customer to ITLOX under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim.

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

12. Indemnification

12.1 ITLOX shall defend the Customer against any third-party claim alleging that the Service, as provided by ITLOX and used in accordance with these Terms, infringes a third party’s intellectual property right, and shall indemnify the Customer against damages finally awarded by a court of competent jurisdiction.

12.2 The Customer shall defend ITLOX against any third-party claim arising from the Customer’s breach of Sections 4 or 8, the AUP, or the Customer’s unlawful use of the Service, and shall indemnify ITLOX against damages finally awarded.

12.3 The indemnified party shall promptly notify the indemnifying party of the claim, grant sole control of the defence, and provide reasonable cooperation.

13. Term and termination

13.1 These Terms commence on the effective date of the Order Form and continue for the initial term specified, renewing for successive terms as set out in the Order Form unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.

13.2 Either party may terminate for cause upon 30 days’ written notice if the other party materially breaches these Terms and fails to cure within that period, or immediately upon insolvency of the other party.

13.3 Upon termination, the Customer shall cease use of the Service and ITLOX will make Customer Data available for export for a period of 30 days, after which ITLOX will delete Customer Data in accordance with the DPA.

14. Governing law and venue

14.1 These Terms are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England. Where the Order Form so specifies for a US Customer, the Terms shall instead be governed by the laws of the State of New York, with exclusive venue in the state and federal courts located in New York County.

15. Dispute resolution

15.1 The parties shall attempt to resolve disputes in good faith through negotiation at senior executive level within 30 days of notice of dispute. Unresolved disputes shall proceed to structured mediation under the CEDR (England) or JAMS (US) rules before any litigation, except in respect of applications for injunctive relief to protect intellectual property or confidential information.

16. Clinical safety

16.1 The Customer acknowledges that careos platform is a tool supporting care operations and that clinical judgment, clinical governance and regulatory responsibility remain with the Customer and its clinicians. The Customer shall maintain its own clinical safety case (for example, under DCB0129 / DCB0160 in England) where applicable.

17. Force majeure

17.1 Neither party shall be liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, strikes, governmental action and failure of infrastructure providers, provided that the affected party uses reasonable efforts to mitigate.

18. Assignment

18.1 Neither party may assign these Terms without the other’s prior written consent, except that either party may assign to an Affiliate or to a successor in connection with a merger, acquisition or sale of substantially all of its assets, on notice to the other party.

19. Notices

19.1 Notices to ITLOX shall be sent to legal@careosp.com with a copy to the registered office above. Notices to the Customer shall be sent to the contact on the Order Form. Routine operational notices may be sent by email.

20. Entire agreement

20.1 These Terms, the Order Form, the DPA, the SLA, the AUP and the documents incorporated by reference form the entire agreement between the parties and supersede prior agreements on the same subject matter. In the event of conflict, the order of precedence is: Order Form, DPA / BAA, these Terms, SLA, AUP, Documentation.

20.2 No variation shall be effective unless in writing and signed by authorised representatives of both parties.

21. Contact

ITLOX LTD
167-169 Great Portland Street, London W1W 5PF, United Kingdom
Legal: legal@careosp.com
General: hello@careosp.com

These Terms are a template for enterprise procurement and are not legal advice. The Customer should obtain independent legal review before signature.