MrPC Advanced IT Solutions
Hillside IT Pty Ltd
ABN 96 159 510 246
Terms & Conditions of Trade
General
These Terms and Conditions of Trade apply to all goods, services, support, managed services, cloud services, hosting services, consulting services, AI workflow services, automation services, software services, hardware supply, repair work, project work and any other services supplied by MrPC Advanced IT Solutions, Hillside IT Pty Ltd, its related entities, agents, contractors and subcontractors.
By requesting, accepting, using or paying for any goods or services supplied by us, you agree to be bound by these Terms and Conditions. Any additional or different terms provided by you, including in purchase orders, emails, supplier onboarding documents or other communications, do not apply unless we expressly agree to them in writing.
The person requesting or approving goods or services warrants that they have authority to bind the customer to these Terms and Conditions.
These Terms and Conditions are governed by the laws of Victoria, Australia. Any dispute arising between the customer and MrPC Advanced IT Solutions will be dealt with in accordance with the laws of Victoria and the parties submit to the jurisdiction of the courts of Victoria.
The customer must indemnify MrPC Advanced IT Solutions against, and reimburse MrPC Advanced IT Solutions for, any expenses reasonably incurred in recovering or attempting to recover payment from the customer, including debt collection costs, legal costs and expenses incurred on a solicitor and client basis.
Customer Obligations
The customer must cooperate with us and provide timely access to all information, staff, systems, premises, devices, equipment, software, accounts, licences, data and third party suppliers reasonably required for us to provide the goods or services.
The customer is responsible for:
ensuring that all information provided to us is accurate, complete and current;
ensuring that access provided to us is properly authorised;
maintaining suitable backups of all data unless backup services are expressly included in the agreed services;
maintaining appropriate cyber insurance, business interruption insurance and other insurance suitable for the customer’s business;
ensuring that its staff and authorised users comply with these Terms and Conditions;
ensuring that its systems, software and data are used lawfully; and
obtaining any third party, vendor, patient, client, practitioner, regulator or other consent required for us to perform the services.
Data
MrPC Advanced IT Solutions, its agents, contractors and subcontractors are not liable for the loss, corruption, deletion, modification, compromise or inability to retrieve data stored on any hard drive, memory product, computer, laptop, server, mobile device, cloud system, backup system, software platform or other system.
Repairs, support, maintenance, troubleshooting, software work, security work, cloud work, migration work or other services may result in partial or entire loss, corruption or inability to retrieve data. We may need to erase, reset, reinstall, migrate, restore, reconfigure or otherwise modify systems or data as part of the work.
Unless data recovery or backup services are expressly agreed in writing, we do not retrieve, restore or back up data for customers. It is the customer’s responsibility to ensure that all data is backed up before any repair, support, maintenance, project, migration or service work is performed.
Fees and Charges
All repair costs, onsite costs, offsite costs, remote support costs, project costs, equipment costs, hardware costs, software costs, licence costs and any other goods or services supplied by MrPC Advanced IT Solutions are strictly payable on the terms stated on the invoice or otherwise agreed in writing.
Title in goods supplied by us remains with MrPC Advanced IT Solutions until payment is received in full.
If a special order, custom order, non-stock item, licence, subscription, cloud service, hardware order, software order or third party service is requested by the customer, the customer is bound to purchase and pay for that item or service once ordered by us.
Account terms are as agreed in the relevant account application, proposal, agreement, quote, invoice or other written confirmation. All payments are due by the date specified on the invoice.
If payment is not received by the due date, we may charge a late payment administration fee of $165 to cover administrative follow-up costs. Interest may also be charged on overdue amounts at the general interest charge rate or another lawful default rate, calculated daily from 7 days after the due date until payment is received in full.
If an account remains unpaid for 30 days or more, we may suspend services, support, licences, cloud services, hosting services, AI workflow services and any other services until payment is received in full.
If an account remains unpaid for 40 days or more, we may terminate services and refer the account to our debt collection agency, including Dun & Bradstreet or any replacement agency, for collection. The customer is responsible for all collection fees, legal costs and recovery costs.
Completion of Jobs and Uncollected Equipment
Equipment not collected by the customer within 60 days of completion of work, or within 60 days of notification that the equipment is ready for collection, may be sold, recycled, disposed of or otherwise dealt with by MrPC Advanced IT Solutions without further notice.
Any sale proceeds may be applied to unpaid amounts, storage costs, handling costs, disposal costs, repair costs, service fees and other amounts owed to us.
Repairs
Repairs are limited by the availability of parts, vendor support, software support, system condition, hardware condition and technical feasibility. Repairs are performed on a best efforts basis.
Any repair requiring parts may be quoted before allocation of parts. If the customer does not proceed with the repair, any assessment fee, service fee, onsite fee, workshop fee or other agreed fee remains payable.
If a revisit, further diagnostic work, further configuration or further repair is required, the customer may be charged the applicable service fee.
MrPC Advanced IT Solutions may need to take equipment offsite to complete repairs. Equipment taken offsite for workshop repairs may be subject to delays.
Managed Services
All month-to-month services are billed on a 30 day basis unless otherwise agreed in writing. Cancellation of month-to-month services requires 30 days written notice.
If services are provided for a fixed contract term, the customer must pay all amounts payable for the remainder of the term if the services are cancelled early, unless otherwise agreed in writing.
If an agreement was not signed and returned, but verbal, written, email or other acceptance was provided, or the customer allowed services to commence, the services will be provided on the proposed schedule, quote, service plan or agreement. By paying the first invoice, or continuing to accept the services, the customer accepts the ongoing monthly charges unless otherwise agreed in writing.
Warranty
Where equipment, accessories, hardware or other goods are supplied, they are generally covered by the applicable manufacturer’s warranty. New equipment is usually covered by a 12 month manufacturer’s warranty unless otherwise stated in writing.
Warranty is return-to-base unless otherwise agreed in writing. If the customer requests that MrPC Advanced IT Solutions attend the customer’s premises for warranty claims or repairs, the customer must pay the applicable service fee.
Replacement parts may be new, refurbished or equivalent in performance to new, depending on manufacturer or supplier warranty arrangements.
Warranty does not apply to defects, faults, damage or issues caused by improper use, inadequate maintenance, unauthorised modification, misuse, power issues, environmental conditions, accidental damage, software corruption, viruses, malware, spyware, ransomware, user error, third party interference or any cause outside the control of MrPC Advanced IT Solutions.
Cloud Hosting and Cloud Services
Where we provide cloud hosting, cloud services, Microsoft Azure services, Microsoft 365 services, virtual machines, hosted servers, hosted desktops, backups, storage, networking, software subscriptions or related cloud services, the customer acknowledges and agrees that such services may rely on third party platforms and providers.
Reserved virtual machine instances and cloud reservations generally only cover the relevant reserved compute cost. They do not cover all software, Windows licensing, networking, storage, backup, bandwidth, security, management, support or other charges unless expressly stated in writing.
Azure reservations and other cloud reservations may provide cost savings by committing to a fixed reservation term. Reservations may automatically renew unless cancelled or changed in accordance with the applicable terms.
All cloud servers hosted through Microsoft Azure are governed by Microsoft’s applicable legal, licensing, service and cloud terms. Microsoft and other third party products are subject to their own terms, service levels, support arrangements and limitations.
MrPC Advanced IT Solutions does not guarantee uptime, availability, performance, security, continuity or error-free operation of third party products or services. We are not liable for outages, failures, limitations, price changes, data issues, service interruptions, vendor changes or service level failures caused by third party providers.
Where a cloud environment, hosted server, routing configuration, connector configuration, third party software configuration or hosted service configuration is created or managed by us, the service IP, configuration, design, routing, scripts, templates, methods and related intellectual property remain the property of MrPC Advanced IT Solutions, unless otherwise agreed in writing.
Customer data remains the property of the customer. Subject to payment of all outstanding amounts and any technical or third party limitations, customer data can be exported, transferred or migrated as reasonably agreed.
Cloud Agreement Termination and Cancellation Charges
The customer may terminate a month-to-month cloud hosted agreement by giving 30 days written notice, unless a longer notice period or fixed term applies.
If services are provided for a minimum period, fixed term, reservation term, subscription term or other committed term, the customer remains liable for the applicable charges for the remainder of that term if the services are terminated early.
The customer will be liable to pay a cancellation charge if:
the customer terminates all or any individual services before the end of the minimum period or committed term;
we terminate all or any individual services before the end of the minimum period or committed term due to the customer’s breach, non-payment or other default;
we have incurred costs in provisioning the services which have not yet been recovered;
we remain liable for third party costs, reservations, licences, subscriptions or committed charges;
rebates, credits, technology funds, refunds, discounts, service credits or other commercial benefits provided to the customer must be repaid or reversed; or
other costs are incurred by us as a result of the early termination.
The cancellation charge may include:
the unrecovered proportion of costs incurred in provisioning the terminated services;
third party costs and committed charges that we cannot reasonably avoid;
an amount equal to 25% of the customer’s average actual monthly spend or minimum monthly commitment, whichever is greater, on the terminated services as invoiced in the 3 months immediately preceding termination, multiplied by the number of months or part months remaining in the minimum period or committed term;
reimbursement of any rebates, credits, technology funds, refunds, discounts or service credits provided to the customer; and
any other reasonable cost, loss or expense incurred by us as a result of the early termination.
The customer agrees that the cancellation charge is a reasonable estimate of our likely financial loss if services are terminated before the end of the minimum period or committed term.
Security Standards
The customer acknowledges that modern IT services require minimum security standards. We may require security controls including multi-factor authentication, conditional access, endpoint detection and response, application control, patching, backups, password management, administrative access controls, least privilege access, logging, monitoring and other reasonable security measures.
If the customer refuses, disables, avoids, delays or does not approve a recommended security control, we are not liable for any security issue, data loss, data breach, compromise, business interruption or other loss that may have been prevented or reduced by that control.
We may require the customer to sign a risk acceptance or waiver before we continue to provide, modify or support services that we consider to be below reasonable security standards.
Privacy, Confidentiality and Data Breaches
Each party must handle personal information and confidential information in accordance with applicable laws and reasonable commercial standards.
Where either party becomes aware of an actual or suspected data breach, security breach, unauthorised access, unauthorised disclosure, loss of personal information, compromise of systems or other security incident, that party must notify the other party as soon as reasonably practicable.
We will provide reasonable assistance in investigating, containing, reporting and remediating data or security incidents, subject to our then-current hourly rates unless the incident was caused solely by our breach of these Terms and Conditions.
The customer remains responsible for its own regulatory notification obligations, patient notification obligations, client notification obligations, insurer notification obligations and legal compliance obligations.
Clinik AI Workflow Services
This section applies where we provide any AI consulting, AI workflow, automation, integration, data processing, custom module, agent, software configuration or related service under the Clinik brand or otherwise involving artificial intelligence, automation, machine learning, natural language processing, data extraction, data classification, workflow automation, clinical administration automation or integration with the customer’s patient management software or other business systems.
13.1 Definitions
In this section:
AI Workflow Services means any services provided by us involving the design, scoping, development, configuration, testing, deployment, support, maintenance or operation of AI-enabled workflows, custom AI modules, automation tools, software integrations, data processing tools, reporting tools, assistants, agents or other AI-enabled systems.
Clinik means the brand, product name, service name or trading style used by us for AI Workflow Services provided to customers.
Customer Systems means the customer’s systems, software, platforms, databases, servers, applications, patient management systems, clinical systems, practice management systems, billing systems, email systems, document management systems, cloud environments, APIs, ODBC connections, backups, sandbox environments and any other systems to which the customer provides or authorises access.
Patient Management Software means Genie, Gentu, Best Practice, Medical Director, Zedmed, Xestro, Shexie, Audit4 or any other patient, clinical, practice management, referral, appointment, billing, document, correspondence or medical administration platform used by the customer.
Patient Data means any health information, personal information, sensitive information, clinical information, appointment information, referral information, correspondence, notes, billing information, identifiers, contact details, Medicare information, private health insurance information, medical records, images, documents or other data relating to a patient or prospective patient.
AI Output means any content, recommendation, classification, extraction, summary, draft, workflow decision, automation result, action, alert, report, data mapping, correspondence, form entry, task, appointment action or other output generated, suggested, prepared or assisted by an AI Workflow Service.
Subcontractor means any third party engaged by us to assist with the delivery of the AI Workflow Services, including Morti Pty Ltd or another AI development, hosting, security, integration or technical partner.
13.2 Scope of AI Workflow Services
We may provide AI Workflow Services as agreed in writing, including discovery, analysis, workflow mapping, custom AI modules, automations, agents, integrations, data processing, referral processing, appointment workflow automation, email and correspondence automation, administrative task automation, testing, deployment, support, maintenance, updates and workflow refinement.
Each AI Workflow Service must be scoped and agreed in writing before commencement. The written scope may include the workflow objective, systems to be accessed, data to be processed, assumptions, exclusions, fees, milestones, deliverables, testing requirements, approval process, support model and ongoing costs.
Unless expressly agreed in writing, AI Workflow Services are not clinical services, medical services, diagnostic services, medical advice, treatment advice, clinical decision-making tools or a replacement for suitably qualified clinical, administrative or professional human review.
13.3 Customer Authorisation and Responsibility
The customer warrants that it has the right, authority, consent and lawful basis to provide us and our Subcontractors with access to Customer Systems and Patient Data for the purposes of providing the AI Workflow Services.
The customer is responsible for ensuring that any access provided to us is properly authorised, the use of Patient Data complies with applicable laws and obligations, personnel are authorised to approve workflows, all information and instructions are accurate, required consents have been obtained, the workflow is reviewed before live use, and the customer continues to monitor the AI Workflow Services after deployment.
The customer acknowledges that we rely on the access, instructions, data, approvals and representations provided by the customer and its personnel. We are not responsible for any loss, error, breach, delay, incorrect action, data issue, privacy issue or workflow failure caused or contributed to by inaccurate data, incomplete instructions, unauthorised access, lack of required consent, incorrect system configuration, software limitations, third party platform issues or the customer’s failure to properly review and supervise the AI Workflow Services.
13.4 Access to Patient Management Software and Customer Systems
The customer must provide us with timely and secure access to Customer Systems where required to provide the AI Workflow Services.
Where possible, access should be provided using named accounts, least privilege access, multi-factor authentication, audit logging and role-based permissions.
We may require access to production systems, backup copies, offline copies, sandbox environments, APIs, ODBC connections, databases or test environments to design, build, test and support the AI Workflow Services.
The customer acknowledges that some Patient Management Software and third party platforms may have technical limitations, licensing restrictions, support restrictions, API limitations, database limitations, vendor restrictions or operational risks. We are not responsible for the acts, omissions, availability, pricing, support, restrictions or changes imposed by any third party software vendor, platform provider or system owner.
The customer must not require us to access, extract, modify, automate or process data in a way that is unlawful, unsafe, contrary to vendor terms, contrary to professional obligations, or likely to compromise patient safety, privacy, system integrity or data integrity.
13.5 Patient Data, Privacy and Health Information
Each party must comply with all applicable privacy, health records, confidentiality, data protection and security laws in connection with the AI Workflow Services.
We will only access, use, process, store or disclose Patient Data to the extent reasonably required to provide the AI Workflow Services, comply with law, manage security, investigate issues, maintain audit trails or perform our obligations.
We will take reasonable steps to protect Patient Data against unauthorised access, disclosure, misuse, interference, loss and modification.
The customer acknowledges that Patient Data may be accessed by our personnel and approved Subcontractors where required to provide the AI Workflow Services, subject to confidentiality and security obligations.
Unless expressly agreed in writing, we will not use identifiable Patient Data to train general purpose AI models or unrelated third party AI models.
Where de-identified, aggregated, anonymised or synthetic data is generated from the AI Workflow Services, we may use that data to improve, test, benchmark, support, secure and develop our services, provided it does not reasonably identify the customer, its personnel, its patients or any individual.
The customer must notify us immediately if it becomes aware of any actual or suspected unauthorised access, unauthorised disclosure, loss, corruption, misuse, interference, security incident, privacy incident or data breach involving the AI Workflow Services, Customer Systems or Patient Data.
We will provide reasonable assistance in relation to any investigation, containment, assessment, notification or remediation of a data or security incident, subject to our then-current hourly rates unless the incident was caused solely by our breach of these Terms and Conditions.
13.6 AI Limitations and Human Review
The customer acknowledges that AI Workflow Services may produce incorrect, incomplete, outdated, biased, unexpected, unsuitable or misleading outputs.
AI Outputs must be reviewed by appropriately trained and authorised human users before being relied on for any clinical, patient-facing, billing, legal, compliance, operational or business-critical purpose.
The customer remains responsible for all final decisions, approvals, communications, clinical decisions, patient communications, appointment changes, billing actions, records updates, referrals, correspondence, workflow approvals and actions taken using or arising from the AI Workflow Services.
We do not warrant that the AI Workflow Services or AI Outputs will be error-free, uninterrupted, complete, accurate, suitable for a particular purpose, compliant with every professional standard or capable of replacing human review.
AI Workflow Services must not be used as the sole basis for diagnosis, treatment, triage, clinical advice, emergency decisions, medication decisions, surgical decisions, patient suitability decisions or any other clinical decision.
13.7 Testing, Approval and Go-Live
AI Workflow Services may require testing in sandbox, offline, backup, non-production or limited production environments before being deployed.
The customer must provide timely access to suitably qualified personnel to test, validate, review and approve the AI Workflow Services.
Before go-live, the customer must confirm in writing that the workflow has been tested to the customer’s satisfaction, approved for production use, the relevant users have been trained or briefed, the customer accepts the known limitations, assumptions and exclusions, and the customer accepts responsibility for supervising use of the workflow in production.
If the customer requests that we deploy an AI Workflow Service before testing is complete, or against our recommendation, the customer does so at its own risk and we are not liable for any issue that arises from early deployment or deployment against our recommendation.
13.8 Change Requests and Ongoing Refinement
AI Workflow Services are custom services and may require ongoing tuning, updates, workflow changes, prompt changes, integration changes, security changes, data mapping changes, vendor updates and operational refinement.
Unless expressly included in the agreed scope or ongoing service fee, change requests, enhancements, workflow modifications, additional integrations, new reports, new automations, retraining, reconfiguration, additional testing and troubleshooting outside the agreed scope will be charged at our then-current hourly rates or quoted separately.
Changes to third party platforms, APIs, software versions, database structures, vendor terms, security requirements, clinical workflows, practice procedures, legislation or business requirements may require additional work and additional fees.
13.9 Subcontractors and White-Label Delivery
We may engage Subcontractors to assist in providing the AI Workflow Services.
The customer authorises us to disclose confidential information, Customer System access details and Patient Data to Subcontractors to the extent reasonably required to provide the AI Workflow Services.
We will take reasonable steps to ensure that Subcontractors engaged by us are subject to confidentiality, privacy and security obligations appropriate to the nature of the services being provided.
AI Workflow Services may be provided under the Clinik brand, our brand, a white-label arrangement, a co-branded arrangement or a third party powered-by arrangement, as determined by us or agreed in writing.
The customer must not represent that any Subcontractor is directly engaged by the customer unless we and the relevant Subcontractor have agreed to that arrangement in writing.
13.10 Intellectual Property
The customer’s data remains the property of the customer or the relevant data owner.
Unless expressly agreed in writing, all intellectual property rights in the AI Workflow Services, Clinik, workflow designs, prompts, templates, methods, know-how, logic, configurations, automations, connectors, scripts, code, tools, agents, models, processes, documentation and reusable components are owned by us, our licensors or our Subcontractors.
The customer is granted a non-exclusive, non-transferable, revocable licence to use the deployed AI Workflow Services for the customer’s internal business purposes during the term of the relevant service, subject to payment of all applicable fees and compliance with these Terms and Conditions.
The customer must not copy, reverse engineer, decompile, modify, commercialise, resell, sublicence, transfer, disclose, replicate or create derivative works from the AI Workflow Services, except as expressly permitted in writing.
We may reuse general know-how, ideas, concepts, workflows, templates, techniques, learnings, non-identifiable configurations and reusable components developed during the provision of AI Workflow Services, provided we do not disclose the customer’s confidential information or identifiable Patient Data.
If a specific custom module is to be owned by the customer, this must be expressly agreed in writing before the work commences, including ownership, licence, support, fees, source code access, hosting, portability and post-termination rights.
13.11 Third Party AI Platforms and Software Vendors
AI Workflow Services may rely on third party software, cloud services, AI platforms, APIs, databases, hosting providers, authentication services, patient management software, email systems, communications platforms or other third party services.
The customer’s use of those third party products and services is subject to the applicable third party terms, licences, fees, limitations and service levels.
We are not responsible for any failure, outage, delay, data issue, security issue, pricing change, licence restriction, API change, vendor refusal, model change, feature removal or performance issue caused by a third party product, service, software vendor or platform provider.
13.12 AI Workflow Fees and Suspension
Fees for AI Workflow Services may include discovery fees, scoping fees, development fees, setup fees, project fees, deployment fees, licence fees, usage fees, hosting fees, support fees, maintenance fees, third party costs, API consumption, Azure consumption, AI model consumption, storage, monitoring, security and ongoing service fees.
Unless expressly stated otherwise, usage-based charges and third party costs may vary from month to month and will be passed on to the customer.
If the customer fails to pay any amount due for AI Workflow Services, we may suspend the AI Workflow Services, including access to deployed workflows, subject to these Terms and Conditions.
We are not liable for any loss, interruption, delay, operational impact or workflow failure caused by suspension for non-payment.
13.13 AI Workflow Security Standards
The customer must comply with our security requirements for AI Workflow Services, including any requirements relating to multi-factor authentication, conditional access, password management, endpoint protection, user permissions, audit logging, backup, least privilege access, secure email, secure data transfer and administrator access.
We may refuse to deploy, continue or support an AI Workflow Service where we reasonably believe the customer’s security posture, system configuration, user behaviour, third party access, software version, backup position or operational practice creates an unacceptable privacy, patient safety, security, legal or commercial risk.
Where the customer declines a recommended security measure or requests an exception, we may require written risk acceptance before continuing the AI Workflow Services.
13.14 AI Workflow Liability and Indemnity
To the maximum extent permitted by law, and subject to any right, remedy, liability, condition, warranty or guarantee that cannot lawfully be excluded, restricted or modified, our total aggregate liability to the customer arising out of or in connection with the AI Workflow Services, Clinik, any AI Output, any integration, any Patient Data, any Customer Systems, or this section, whether arising in contract, tort including negligence, statute, equity, indemnity or otherwise, is capped at the total fees paid by the customer to us for the relevant AI Workflow Service in the 6 months immediately preceding the event giving rise to the claim.
The liability cap above is a single aggregate cap for all claims, events, losses, damages, liabilities, costs and expenses arising in any way from or in connection with the relevant AI Workflow Service. It does not apply separately to each claim, incident, patient, user, workflow, module, integration, ticket, invoice or event.
If no fees have been paid by the customer to us for the relevant AI Workflow Service in the 6 months immediately preceding the event giving rise to the claim, our total aggregate liability is limited to the amount paid by the customer to us for that AI Workflow Service, or if no amount has been paid, $1,000.
To the maximum extent permitted by law, we are not liable for loss of profit, revenue, opportunity, goodwill, reputation, anticipated savings, management time, business interruption, loss or restoration of data, patient complaint, patient claim, practitioner complaint, regulatory investigation, insurer issue, clinical issue, billing issue, appointment issue, referral issue, privacy complaint, third party claim, indirect loss, consequential loss, special loss, punitive loss, exemplary loss, incidental loss, or the cost of procuring replacement services, replacement software, replacement workflows, replacement integrations or replacement providers.
Without limiting the above, we are not liable for loss, damage, claim, cost, expense, delay, business interruption, patient complaint, regulatory action, billing issue, privacy issue, clinical issue, data loss, data corruption, incorrect record, missed appointment, incorrect communication, incorrect referral action, incorrect classification, incorrect summary, incorrect workflow step, incorrect AI Output or other issue caused or contributed to by the customer’s data, instructions, approvals, access, systems or personnel, lack of human review, use outside the agreed scope, third party software or platforms, changes to the customer’s systems, failure to follow our instructions, deployment before testing is complete, unauthorised access allowed by the customer, use of Patient Data without required consent or lawful authority, or any clinical, administrative or business decision made by the customer or its personnel.
The customer indemnifies us, our personnel and our Subcontractors against all claims, losses, damages, penalties, liabilities, costs and expenses arising from the customer’s breach of these Terms and Conditions, failure to obtain required consent, authority or lawful basis for use of Patient Data, use of the AI Workflow Services or AI Outputs contrary to these Terms and Conditions, any claim by a patient, practitioner, regulator, insurer, software vendor or third party arising from the customer’s use of the AI Workflow Services except to the extent caused by our proven negligence or wilful misconduct, any data, privacy or security incident caused or contributed to by the customer, and any representation made by the customer about the AI Workflow Services that was not approved by us in writing.
13.15 Termination, Offboarding and Data Handling
On termination or expiry of the relevant AI Workflow Service, we may cease providing the AI Workflow Services, the customer must pay all outstanding amounts, access to AI Workflow Services may be disabled, we may provide reasonable offboarding assistance at our then-current hourly rates unless otherwise agreed, we may return, delete or de-identify Patient Data in accordance with these Terms and Conditions, applicable law and our operational requirements, and we may retain records reasonably required for legal, insurance, audit, security, billing, dispute, backup or compliance purposes.
The customer is responsible for arranging any replacement workflow, support provider, software vendor, integration provider or internal process before termination takes effect.
We are not responsible for any loss, interruption, workflow failure or business impact caused by the customer’s failure to arrange replacement services or complete offboarding in time.
Third Party Products and Services
Where we provide, resell, manage, support, configure or make available any third party product or service, the customer acknowledges that access to and use of that product or service is subject to the applicable third party terms and conditions.
We do not provide warranties or guarantees relating to the uptime, availability, performance, support, security, pricing, features, data handling or continuity of third party products or services. Third party products and services are subject to their own service level standards, vendor terms and vendor limitations.
Intellectual Property
Unless expressly agreed in writing, all intellectual property rights in our services, processes, configurations, scripts, tools, templates, documentation, know-how, workflows, methods, designs, automations, cloud configurations, routing, connectors, software configurations and service delivery methods remain owned by MrPC Advanced IT Solutions, our licensors or our subcontractors.
The customer’s data remains the property of the customer or the relevant data owner.
The customer must not copy, reverse engineer, decompile, modify, commercialise, resell, sublicence, transfer, disclose, replicate or create derivative works from any service, system, tool, configuration, workflow, script, documentation or other intellectual property provided by us unless expressly permitted in writing.
Limitation of Liability
To the maximum extent permitted by law, all warranties, guarantees, representations and conditions not expressly stated in these Terms and Conditions are excluded.
Nothing in these Terms and Conditions excludes, restricts or modifies any right, remedy, liability, condition, warranty or guarantee that cannot lawfully be excluded, restricted or modified.
To the extent we are permitted by law to limit our liability for breach of any non-excludable guarantee or obligation, our liability is limited, at our option, to:
in the case of goods, replacing the goods, repairing the goods, supplying equivalent goods, or paying the cost of replacing, repairing or acquiring equivalent goods; and
in the case of services, resupplying the services or paying the cost of resupplying the services.
Subject to any liability that cannot lawfully be excluded or limited, our maximum aggregate liability to the customer for all loss, damage, cost or expense arising under or in connection with these Terms and Conditions, any goods or services, or any agreement with the customer, is limited to the fees paid by the customer to us for the relevant goods or services in the 6 months immediately preceding the event giving rise to the claim.
We are not liable for any lost profits, lost revenue, loss of opportunity, loss of data, loss of management time, failure to realise anticipated savings, loss of goodwill, damage to reputation, business interruption, indirect loss, consequential loss, special loss, incidental loss, punitive loss or any similar loss or damage.
The limitations and exclusions in these Terms and Conditions apply regardless of the basis on which liability arises, whether in contract, tort including negligence, equity, statute, indemnity or otherwise.
A party’s liability is reduced to the extent that the other party’s acts or omissions caused or contributed to the relevant loss or damage.
Changes to Terms and Conditions
MrPC Advanced IT Solutions reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions, including any privacy policy or related service terms, in whole or in part, at any time.
The current version published on our website applies from the date it is published, unless otherwise required by law or agreed in writing.