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Terms and Conditions

Draft for review. This document was prepared as a starting point and contains bracketed placeholders (e.g. company registration number, Data Protection Officer contact) that should be confirmed and reviewed by Tactuum's legal counsel before publication. It is not a substitute for legal advice.

1. Acceptance of Terms

These Terms & Conditions ("Terms") govern access to and use of Quris Clinical Companion, version 3 ("Clinical Companion", "the Service"), provided by Tactuum Ltd, a company registered in Scotland (company number [COMPANY NUMBER]) with its registered office at 280 St Vincent Street, Glasgow, G2 5RL, United Kingdom ("Tactuum", "we", "us", "our").

By registering for, accessing, or using Clinical Companion, the organisation or individual doing so ("Customer", "you") agrees to be bound by these Terms and any applicable order form, statement of work, or data processing agreement incorporated by reference. Where Clinical Companion is provided to an organisation, "you" includes that organisation and each authorised user it permits to access the Service ("Authorised User"). If you do not agree to these Terms, you must not access or use the Service.

2. Description of the Service

Clinical Companion is a cloud-based knowledge management and delivery platform that enables healthcare organisations to create, manage, and distribute clinical guidelines, pathways, protocols, algorithms, formularies, and related reference resources to clinicians on web, mobile, and offline-enabled devices.

Tactuum may update, enhance, or modify features of the Service from time to time, including as part of ongoing version releases (such as this V3 release), provided that no such change materially reduces the core functionality purchased by the Customer during a then-current subscription term without reasonable notice.

3. Clinical Use & Professional Judgment

Clinical Companion is a content delivery and knowledge management tool. It is not a medical device, diagnostic tool, or substitute for professional clinical judgment.

All clinical guidelines, protocols, pathways, and other resources made available through the Service are authored, reviewed, approved, and kept up to date by the Customer's own clinical governance processes and editorial teams, or by third-party content providers made available through the Clinical EcoSystem. Tactuum does not author, verify, or take clinical responsibility for the accuracy, completeness, or currency of any clinical content hosted or delivered through the Service.

Authorised Users remain solely responsible for exercising independent professional judgment when relying on any content accessed via the Service, and for compliance with applicable clinical, regulatory, and professional standards. The Customer is solely responsible for ensuring that content published to Clinical Companion is accurate, current, and subject to appropriate clinical governance and sign-off prior to publication.

4. Accounts & Access

  • The Customer is responsible for the accuracy of registration information and for maintaining the confidentiality of login credentials issued to its Authorised Users.

  • The Customer is responsible for all activity occurring under its account and must notify Tactuum promptly of any suspected unauthorised access or security breach.

  • Tactuum may suspend or restrict access to any account reasonably suspected of unauthorised use, fraud, or a breach of these Terms, and will notify the Customer where practicable.

  • Access rights are granted only for the number of Authorised Users and the deployment scope (e.g. organisation, site, or region) agreed in the relevant order form.

5. Acceptable Use

You must not, and must not permit any Authorised User to:

  • use the Service in a way that violates applicable law, regulation, or professional/clinical governance obligation;

  • upload or distribute content that is unlawful, defamatory, infringing, or that the Customer is not authorised to publish;

  • attempt to reverse engineer, decompile, or gain unauthorised access to the Service's source code, underlying infrastructure, or other customers' data;

  • interfere with or disrupt the integrity, security, or performance of the Service, including through malware, denial-of-service attacks, or automated scraping;

  • use the Service to store or transmit patient-identifiable data except where such use has been expressly agreed with Tactuum and is governed by an appropriate data processing agreement;

  • share Authorised User credentials or resell, sublicense, or provide third-party access to the Service without Tactuum's prior written consent.

6. Content & Intellectual Property

6.1 Tactuum IP

The Service, including its software, platform architecture, "Quris" and "Clinical Companion" branding, documentation, and all underlying technology, is owned by Tactuum or its licensors and is protected by intellectual property laws. Except as expressly permitted under these Terms, no right, title, or interest in the Service is transferred to the Customer, and Tactuum grants the Customer a limited, non-exclusive, non-transferable right to access and use the Service during the subscription term, solely for the Customer's internal clinical and operational purposes.

6.2 Customer Content

The Customer retains all rights in the clinical guidelines, pathways, protocols, and other materials it or its Authorised Users upload to the Service ("Customer Content"). The Customer grants Tactuum a limited licence to host, store, process, and display Customer Content solely as necessary to provide the Service.

6.3 Clinical EcoSystem Content

Where the Customer accesses shared clinical guidance made available by other participating organisations through the Clinical EcoSystem, such content remains the property of the contributing organisation and is made available on an "as-is" basis for reference purposes, subject to any additional terms notified at the point of access.

7. Data Protection & Confidentiality

Each party will comply with its respective obligations under applicable data protection law, including the UK General Data Protection Regulation and the Data Protection Act 2018, and, where applicable, U.S. state or federal privacy and health-information laws (including HIPAA, to the extent the Service is used to process protected health information for a U.S.-based Customer).

Where Tactuum processes personal data on the Customer's behalf as a data processor, the parties will enter into a separate data processing agreement, which forms part of these Terms by reference. Tactuum will implement appropriate technical and organisational measures to protect Customer Content and personal data against unauthorised access, loss, or disclosure.

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Service, and to use such information only for the purposes of performing its obligations under these Terms.

Questions regarding data protection should be directed to Tactuum's Data Protection Officer at [DPO CONTACT EMAIL].

8. Fees & Payment

Fees for the Service are set out in the applicable order form and are typically billed on a fixed monthly or annual subscription basis, with no per-user or setup charges unless otherwise agreed. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, which will be added where chargeable. Invoices are payable within [30] days of the invoice date. Late payments may incur interest at the statutory rate and may result in suspension of access following reasonable prior notice.

9. Service Availability & Support

Tactuum will use reasonable efforts to make the Service available in accordance with any service level commitments agreed in an order form or support schedule. Planned maintenance will be scheduled and notified in advance where reasonably possible. Tactuum is not responsible for unavailability caused by factors outside its reasonable control, including internet outages, third-party hosting failures, or Customer-side network or device issues.

10. Term, Suspension & Termination

These Terms remain in effect for the subscription term set out in the applicable order form and will renew in accordance with its terms unless either party gives notice of non-renewal as specified there.

Either party may terminate for the other party's material, uncured breach following [30] days' written notice, or immediately if the other party becomes insolvent. Tactuum may suspend access immediately where necessary to prevent harm to the Service, other customers, or to comply with law.

On termination, the Customer's right to access the Service ends, and the Customer may request export of its Customer Content within [30] days, after which Tactuum may delete such data in accordance with its data retention practices and any applicable data processing agreement.

11. Warranties & Disclaimers

Tactuum warrants that it will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, the Service is provided "as is" and Tactuum disclaims all other warranties, whether express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. Tactuum does not warrant that the Service will be uninterrupted, error-free, or that clinical content hosted on the Service will be accurate, complete, or suitable for any particular clinical purpose (see Section 3).

12. Limitation of Liability

Nothing in these Terms limits either party's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by law.

Subject to the foregoing, Tactuum's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim. Neither party will be liable for indirect, special, incidental, or consequential losses, including loss of profits, revenue, data, or goodwill, even if advised of the possibility of such losses.

The Customer acknowledges that Tactuum's liability is further limited by the disclaimer in Section 3: Tactuum is not responsible for clinical decisions made in reliance on content hosted through the Service.

13. Indemnification

The Customer will indemnify and hold Tactuum harmless from third-party claims arising from Customer Content, the Customer's breach of these Terms, or the Customer's unlawful use of the Service. Tactuum will indemnify the Customer against third-party claims that the Service, as provided by Tactuum and used in accordance with these Terms, infringes a third party's intellectual property rights, subject to prompt notice and reasonable cooperation from the Customer.

14. Third-Party Services & Links

The Service may integrate with or reference third-party systems, electronic health record platforms, or external clinical content sources (including partner content within the Clinical EcoSystem). Tactuum is not responsible for the availability, accuracy, or practices of third-party services, which are governed by their own terms.

15. Changes to these Terms

Tactuum may update these Terms from time to time to reflect changes in the Service, legal requirements, or business practices. Where changes are material, Tactuum will provide reasonable advance notice (e.g. by email or an in-product notice) before they take effect. Continued use of the Service after the effective date of updated Terms constitutes acceptance of those Terms.

16. General Provisions

  • Assignment. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or successor in a merger, acquisition, or sale of substantially all assets.

  • Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.

  • Entire agreement. These Terms, together with any order form and data processing agreement, constitute the entire agreement between the parties regarding the Service and supersede prior agreements on the subject matter.

  • Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full effect.

  • No waiver. Failure to enforce a provision is not a waiver of the right to do so later.

17. Governing Law & Disputes

These Terms and any dispute arising out of or in connection with them are governed by the laws of Scotland. The parties submit to the exclusive jurisdiction of the Scottish courts, save that either party may seek interim injunctive relief in any court of competent jurisdiction.

[For Customers contracting with Tactuum Inc. rather than Tactuum Ltd., a separate US-law governing clause would apply — confirm the contracting entity before publishing.]

18. Contact Us

Questions about these Terms can be directed to:

Tactuum Ltd
280 St Vincent Street, Glasgow, G2 5RL, United Kingdom
Email: hello@tactuum.com
Phone: +44 (0)808 196 51 81