1.1. The definition and rules of interpretation in this clause 1.1. apply in this agreement:
“Agreement” means this Agreement, including all of its schedules, which have full effect as if they were incorporated into the body of the agreement.
“Us”, “We”, “Our” or “Company” means PhysioLinked Limited T/A Wellola, registered in Ireland under company number 588673 and have our registered office at Dogpatch Labs, CHQ Building, Custom House Quay, Dublin 1. To contact us, please email at email@example.com.
“You” or “Your” refers to your organisation
“Healthcare Provider” or “Business User” purports to be a qualified healthcare professional with a third party certification, diploma or degree in their chosen field, deemed fit to practice in their chosen field as a registered member of the relevant professional body.
“Patient” means any Healthcare Providers’ patient.
“Patient(s) Data” means Personal Data of Patients, including clinical notes, assessments.
“Data Controller” means the person who or organisation which determines the purposes for which, and the manner in which, any Personal Data is processed, who/which makes independent decisions in relation to the Personal Data and/or who/which otherwise controls that Personal Data.
“Data Processor” means the person who processes Personal Data on behalf of the Data Controller.
“Data Subject” has the meaning given to such term in the Data Protection Acts 1988, 2003, 2018 and in the GDPR.
“GDPR” means the Regulation 2016/649 of the European Parliament and of the Council, General Data Protection Regulation.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Profile Page” means the Healthcare Provider’s profile listed on the Website.
“Service” The software or service(s) provided by the Company to the Healthcare Provider as specified in clause 3.
“Stripe” the payment infrastructure provided by www.stripe.com.
"Sub-Processor" means any person or entity appointed by or on behalf of the Data Processor to process Personal Data on behalf of the Data Controller.
“Terms & Conditions” means the terms & conditions governing the use of the Wellola website available at https://www.wellola.com/terms
“Treatment Fee” the price set by the Healthcare Provider for treatment of any person.
“User” means any person who using the Website to seek the provision of healthcare services either for themselves or another person.
“Website” means the website known as www.wellola.com owned and operated by the Company.
“Maintenance Release” means release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software.
1.2. The headings in this Agreement shall not affect their interpretation.
1.3. A person includes an actual person, corporate or unincorporated body (whether or not having a separate legal personality).
1.4. A reference to a Statute or Statutory provision is a reference to it as it is in force for the time being taking account of any amendments, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5. Any obligation in this Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.6. References to clauses are to clauses of this Agreement.
2.1. The Company shall provide the Services to the Healthcare Provider on the terms and conditions of this Agreement.
2.2. The provisions of this Agreement shall prevail over any inconsistent terms or conditions contained, or referred to in any document supplied by the Healthcare Provider or implied by law, trade, custom, practice or course of dealings.
3.1. The Company shall, subject to the provisions of this Agreement provide the Healthcare Provider with the following services (“the Services”).
3.1.1 The Service is a fully hosted web application accessible via the internet at www.wellola.com. The Software and database is hosted in a secure European Union data centre. It provides an online practice management and video consultation system to the Healthcare Provider.
3.1.2 The Service is provided by, set up, managed and maintained by us and our appointed hosting partners
3.1.3 Periodically, we may make changes, add functionality, issue Maintenance Releases or introduce new features to the Service. These changes are made expressly at our discretion. We will endeavour to make the Service available 24 hours a day, seven days a week. However, you acknowledge and agree that the Service may occasionally be unavailable during periods of planned or unscheduled maintenance. We may perform unscheduled maintenance at any time, but will do this outside of normal business hours where possible
3.1.4 Where the Healthcare Provider is listed on our website, we facilitate appointments between Users and Healthcare Providers in accordance with the schedule the Healthcare Provider provides to the Company. Should the Healthcare Provider wish to change the booking made by the Company the Healthcare Provider shall do so directly with the User.
3.1.5 Where the Healthcare Provider is listed on our website, we facilitate payment by the User by debit or credit card to the Healthcare Provider for any treatment provided by the Healthcare Provider, using Stripe.
3.2. Where the Healthcare Provider is listed on our website, it is the duty of the Healthcare Provider, who wishes to display a Profile Page on the Website, to provide the Company with documentation that provides that they:
3.2.1 Meet the definition of Healthcare Provider as set out in clause 1.1 above; and
3.2.2 Have professional indemnity insurance
3.3. The Company shall not permit any Profile Page to be displayed where the Company is not satisfied that the criteria set out in clauses 3.2.1 and 3.2.2 above has been met.
3.4. For the avoidance of doubt the Company shall not be a party to any agreement between the Healthcare Provider and the User of the Website.
3.5. The Healthcare Provider is entirely responsible for maintaining the confidentiality of its passwords and accounts, and for any and all activities that occur under the Healthcare Provider’s accounts or passwords.
3.6. The Healthcare Provider agrees to immediately notify the Company of any unauthorised use of its accounts or passwords, or any other breaches of security known to the Healthcare Provider.
3.7. The Company will not be liable for any loss that the Healthcare Provider may incur as a result of someone else using or accessing its passwords or accounts, either with or without the Healthcare Provider’s knowledge. However, the Healthcare Provider may be held liable for losses incurred by the Company or any other party as a result of someone else using or accessing the Healthcare Provider’s passwords or accounts.
4.1. In consideration of the provisions of the Services by the Company to the Healthcare Provider the Healthcare Provider shall pay the charges as set out in Schedule 1.
4.2. No payment is required to start a 30-day free trial (Trial). At the end of the Trial period if you wish to continue using the Service you will need to select one of the Paid Plans and pay using your debit/credit card
4.3. This Agreement grants you the non-exclusive, non-transferable right to use the Service (in accordance with this Agreement) while you continue to pay the appropriate monthly fee for the Subscription you have selected
4.4. All monthly fees must be paid monthly in advance
4.5. All fees are quoted exclusive of Value Added Tax which is payable in accordance with current legislation
4.6. When upgrading or downgrading your subscription your user count will increase/decrease immediately and you will be charged the higher/lower amount when your next payment is due
4.7. Downgrading or cancelling your account may cause the loss of access, content or features of the Service. We do not accept liability for any such loss
4.8. If the Healthcare Provider fails to make any payment by the due date then all monies owing to the Company shall immediately become due and payable and the Company shall be entitled to suspend the Services (or any part of them) and or may terminate this Agreement with immediate effect.
4.9. The Company will under no circumstances be liable to refund all or any part of the Charges in the event of any suspension of any of the Services or termination of the Agreement
4.10. The Company reserves the right to amend the Charges at any time without consultation. The Company shall provide the Healthcare Provider of one month’s notice of any change to the Charges. In the event that the Healthcare Provider is unwilling to accept the amended Charges, the Healthcare Provider may terminate this Agreement within the one month notice period.
5.1. Where the Healthcare Provider is listed on our website, the Company may refuse, edit or require to be amended any information or content contained in the Profile Page so as to comply with legal or moral obligations placed on either party, to avoid infringing third party rights, codes of practice of the relevant professional bodies in Ireland and the codes of the Advertising Standards Authority (the ASAI) and all other relevant or any relevant legislation, to respond to any complaints, or to correct any typographical errors or technical inaccuracies.
5.2. Where the Healthcare Provider is listed on our website, the Healthcare Provider shall be solely responsible for the accuracy of the information contained in the Profile Page.
5.3. Where the Healthcare Provider is listed on our website, any prices displayed by the Healthcare Provider must include any relevant taxes.
5.4. Where the Healthcare Provider is listed on our website, the Profile Page must contain details of any cancellation policy and/or no show policy.
6. Healthcare Provider’s Acceptable Use & Warranties
6.1. Where the Healthcare Provider is listed on our website, the Healthcare Provider warrants that the Profile Page and all the information provided by it to the Company, including any Appointment Schedule:
(a) is complete, accurate, legal, non-defamatory, decent, honest and truthful and complies with all current legislation and all relevant codes of practice including but not limited to the codes of practice of the ASAI;
(b) will not breach or infringe any third party’s intellectual property rights.
6.2. The Healthcare Provider warrants that it fulfils the definition of Healthcare Provider as set out in clause 1.1and has the capacity to offer and provide any services advertised by it on the website.
6.3. The Healthcare Provider warrants that it has sufficient professional indemnity insurance in place.
6.4. The Healthcare Provider warrants that when transmitting the Profile Page or any other information to the Company it shall not contain any virus or corrupted data and shall not harm or damage in any way the Website or software of the Company.
6.5 The Service, including any software that forms part of the Service, is made available to you for your personal use or internal business purposes, and such use must comply with all applicable laws, rules and regulations, including without limitation privacy laws, and must not infringe or violate third party rights
6.6 The Plan you purchase will limit the number of named users that may use the Service. You must not allow any additional users to use the Service or permit user accounts be shared between users
6.7 We reserve the right to audit your use of the Service, at our own cost and upon giving you reasonable notice, to determine whether your use is in accordance with this Agreement and any other terms that apply to the Service.
6.8 Any unauthorised use of the Service is a violation of this Agreement and may breach Irish law. Such violations may subject you or your staff to civil and criminal penalties
7.1. The Healthcare Provider shall indemnify and hold the Company harmless for all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages, expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Company as a result of or in connection with:
(a) Any alleged or actual infringement, whether or not under Irish Law of any third party’s intellectual property rights or any rights arising out of the use or supply any products and or services by the Healthcare Provider a User or any other person or;
(b) any alleged or actual loss damage or injury of any person arising out of the treatment by the Healthcare Provider.
(c) Any breach by the Healthcare Provider of the warranties set out in clause 6 above.
8.1. To the extent permitted by law, the Company provides the Website without any warranties or guarantees. In particular the Company does not warrant that the Website or any of its contents are virus free.
8.2. The Company shall not be liable to the Healthcare Provider whether in contract, tort (including negligence) for breach of statutory duty, or otherwise, arising under of in connection with this agreement for loss of profits, loos of sales or business, loss of agreements or contracts, loss of anticipated saving, loss of data or information, loss of or damage to good will and any indirect or consequential loss.
8.3. Where the Healthcare Provider is listed on our website, the Company allows Users to post reviews of the Healthcare Provider following treatment to the Website (“User Reviews”). The Company does not monitor and has no liability for the content of the User Reviews.
8.4. The Company is not liable for and accepts no responsibility for the any loss arising from any cancellation of or delay in the arrival to any appointment with the Healthcare Provider by the User or any third party.
8.5. The Company will accept no responsible for any infection by virus or other contamination or by anything which is destructive to the property of the Healthcare Provider or any third party.
8.6. The Company will accept no responsibility or liability to the Healthcare Provider for any interruption or delay in accessing the Website.
9.1 The Company and the Healthcare Provider acknowledge that for the purposes of the Data Protection Act 1988, 2003, 2018 and GDPR, the Company is the Data Processor and the Healthcare Provider is the Data Controller in respect of Patient(s) Data
9.2 The Healthcare Provider will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Patient’s Personal Data via Wellola for the duration and purposes of the Services.
9.3 The Company shall, in relation to any Patient(s) Data processed in connection with the performance by the Company of the Services:
9.3.1 process Patient(s) Data only on the written instructions of the Healthcare Provider unless required by the laws of any member of the European Union or by the laws of the European Union applicable to the Company to process Personal Data (“Applicable Laws”);
9.3.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Patient(s) Data and against accidental loss or destruction of, or damage to, Patient(s) Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
9.3.3 ensure that all the Company’s staff who have access to and/or process Patient(s) Data are obliged to keep the Patient(s) Data confidential;
9.3.4 ensure that where a Sub-Processor is used, the Company shall:
a) only engage a Sub-Processor with the prior consent of the Healthcare Provider;
b) inform the Healthcare Provider of any intended changes concerning the addition or replacement of Sub-Processors;
c) implement a written contract containing the same data protection obligations as set out in this agreement, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Applicable Laws;
d) understand that where any Sub-Processor is used on their behalf, that any failure on the part of the Sub-Processor to comply with the Applicable Laws or the relevant data processing agreement, the Company, as the initial Data Processor, remains fully liable to the Healthcare Provider for the performance of the Sub- Processor’s obligations;
9.3.5 not transfer any Patient Data outside of the European Economic Area unless:
a) the European Commission has issued a decision confirming that the country to which we transfer the Personal Data ensures an adequate level of protection for the data subjects' rights and freedoms;
b) appropriate safeguards are in place such as binding corporate rules (BCR), standard contractual clauses approved by the European Commission, an approved code of conduct or a certification mechanism;
c) the Patient has provided explicit consent to the proposed transfer after being informed of any potential risks; or
d) the Patient Data is being transferred to a company in the US which has self- certified its compliance with the EU-US Privacy Shield which has been found by the European Commission to provide an adequate level of protection to the Personal Data of EU citizens;
9.3.6 assist the Healthcare Provider, at the Healthcare Provider’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the data protection laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
9.3.7 notify the Healthcare Provider without undue delay on becoming aware of a Personal Data breach;
9.3.8 within 45 days of the date of termination or cancellation of your Contract delete Patient’s Data and copies thereof unless required by Applicable Laws to store the Personal Data; and
9.3.9 maintain complete and accurate records and information to demonstrate its compliance with these obligations and make such records and information available to the Healthcare Provider and allow for and contribute to audits, including inspections, conducted by the Healthcare Provider or another auditor mandated by the Healthcare Provider.
9.4 Each party warrants to the other that it will process the Personal Data in compliance with all Applicable Laws, enactments, regulations, orders, standards and other similar instruments.
9.5 The Company is not liable in respect of any Patient(s) Data which is controlled by the Healthcare Provider in breach of data protection laws or outside the scope of the permissions granted to the Healthcare Provider by the Patient.
10.1. Either party may terminate the Agreement without liability to the other immediately on giving notice to the other if (a) the other party commits a breach of any of the obligations under the Agreement and (if such breach is remediable) and fails to remedy that breach within seven days of the party being notified in writing of the breach or (b) the other party ceases to trade, enters into liquidation either compulsory or (except for the purposes of reconstruction or amalgamation) voluntarily, has the receiver appointed over all of any of its assets or has an examination order made against it.
10.2. The Company may terminate the Agreement without liability to the Healthcare Provider where the clinician fails to pay any sum due to the Company under clause 4 above.
10.3. Either party may terminate the Agreement by giving the other party ten days written notice of their intention to terminate the Agreement.
10.4. Where the Healthcare Provider is listed on the Company Website, the Company may terminate the Agreement immediately if the Healthcare Provider ceases to become a member of their relevant professional body or fails to show adequate Public Indemnity Insurance.
10.5. Termination shall not affect the rights and obligations of the parties at the date of termination.
10.6 Should you choose to cancel your subscription, you are solely responsible for the cancellation of your account
10.7 You can cancel your account at any time in the Subscription section. Email or phone requests to cancel your account are not considered a cancellation
10.8 All of your content and data will be deleted 45 days after cancellation or termination of your account. This information will not be able to be recovered. Prior to cancelling your subscription we recommend that you perform a Data Export using the Tools provided in Wellola.
10.9 Failure to pay your subscription fees will result in your account being suspended. Accounts are suspended for a maximum of 45 days before the account may be terminated by us. We are not responsible for any loss you suffer as a result of such suspension or termination. A suspended account can be reactivated by supplying valid payment credentials and resuming your subscription.
10.10 If you cancel your account before the end of your currently paid month the service will continue to be available until Midnight before your next payment date. You will not be entitled to a refund
10.11 At our sole discretion we have the right to suspend or terminate your account and refuse any and all current or future use of the Service, for any reason, at any such time. Such termination can result in the deactivation or deletion of your account
10.12 We reserve the right to refuse service to anyone for any reason at any time
11.1 You acknowledge that we may modify:
11.2 In the event that we change the Agreement we will notify you of the changes and give you a reasonable period of time to notify us that you do not agree to the modified Agreement and cease using the service
12.1. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by any party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
12.2. Unless specifically provided otherwise, rights arising under the Agreement are communicative and do not exclude rights provided by law.
13.1. If any provision of the Agreement (or part of any provision) is found by a Court or other authority or composite Jurisdiction to be invalid, illegal or un-enforceable that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
13.2. A provision of the Agreement or part of any provision if found illegal or unenforceable that provision shall apply with the minimum modifications necessary to make it legal, valid and enforceable.
14.1. The Agreement constitutes the whole Agreement between the parties and supersedes all previous Agreements between the parties relating to its subject matter.
14.2. Each party acknowledges that, in entering into the Agreement, it is not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently).
14.3. Nothing in this clause shall limit or exclude any liability to fraud.
15.1. The Company may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
15.2. Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of any other person.
This Agreement shall be construed in accordance with Irish Law and the parties submit to the non-exclusive jurisdiction of the Irish Courts.
17.1 You agree that we may at times send you communications regarding your account or the Service via email
17.2 We may also send you communications about upgrades to the Service or other products and services that may be pertinent to your use of Wellola
17.3 If you no longer wish to receive these communications you can unsubscribe from them by clicking on the “unsubscribe” link at the bottom of the email.
SME Pricing July 2019