GPlocumDirect - Terms and Conditions

PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THE USER AGREEMENT BELOW. IN THE EVENT YOU DO NOT AGREE WITH ANY TERM OR CONDITIONS PLEASE NOTIFY GPlocumDirect.

www.gplocumdirect.co.uk and all activities relating to this website are referred to in this document as GPlocumDirect

THIS AGREEMENT is made between you the user and GPlocumDirect, 54 Elbe Street, London, SW6 2QP for accessing (via a user account) the GPlocumDirect website which may include associated media, printed materials and online or electronic documentation ("the software") on the date you accept the terms of this Licence Agreement having read its terms and having confirmed your agreement to them. By accessing the software on your machine (or a third party computer) you agree to be bound by the terms of this Agreement; to pay the full monthly subscription (applies to locums only). If you do not agree to the terms of this Agreement, contact GPlocumDirect. The software is subject to English copyright law protection and owned by GPlocumDirect and is protected by International Copyright Law. You must therefore treat the software as any other copyright material (e.g. a book). GPlocumDirect has been designed as software to help facilitate and communicate between GP surgeries and medical locums. GPlocumDirect does monitor this site however we are;

• Not responsible for any information posted by either locum or surgery and each party must check the relevant information.
• Not responsible to carry out background checks on locums, this must be completed by concerned parties
• Not responsible for loss of earnings to either party due to any circumstances.
• Not responsible for any posting that a locum makes or for any surgery that agrees to book a locum. This is a private "contact" between the individual locum and the surgery. This is not covered by GPlocumDirect.
• Not responsible for any payment due to locums from any surgeries due to a subsequent booking via the website
• Not responsible for locum’s availability and not liable to find a replacement in the event that a locum is not present at the required time and place.
• Not responsible to find bookings for locums.
• Not responsible for any actions and events that may result whilst a locum is attendance at a surgery
• Under no obligation to supply locums to surgeries

Locums are responsible for paying their own tax and national insurance contributions, GPlocumDirect accept no responsibility for this.

Locums are free to post availability on GPlocumDirect for as many months in advance as available on the calendar. If more than 3 months are posted then payment will be required before availability will be visible to surgeries. The term "3 months or more in arrears" applies to availability of more than 3 months that have been posted but not paid for. This may or may not refer to 3 consecutive months but 3 months or more that have availability posted with no payment made. If 4 months availability are posted (either together or individually) and the first month is for the present month and the other entries refer to months in the future and payment has not been received, the account will still be arrears as there are more than 3 months outstanding for payment.

YOU MAY NOT USE, COPY, MODIFY, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER OR TRANSFER THE PROGRAMS OR ANY COPY, MODIFICATION, OR MERGED PORTION IN WHOLE OR PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. COPYRIGHT

All intellectual property rights in the software and User documentation are owned by GPlocumDirect or its suppliers and are protected by English copyright laws, other applicable intellectual property laws and international treaty provisions. GPlocumDirect retains all rights not expressly granted.

TERM

The user account is effective unless rejected or until terminated. You may terminate it at any time by writing to GPlocumDirect giving 30 days notice. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. On non-payment of the monthly subscription fee when the account falls 3 months or more in arrears. On agreeing to these terms you agree to pay the monthly subscription. Should your account fall 3 months or more in arrears your availability on the GPlocumDirect calendar will not be visible until payment is received.

MONTHLY SUBSCRIPTIONS.

There are no monthly subscriptions for surgeries.

For locums only

By agreeing to the terms and conditions GPlocumDirect you agree to pay the monthly subscription.

• Monthly subscriptions are due for ONLY the months you post availability
• Monthly subscription is £8 and is for unlimited availability for that month
• Monthly Subscriptions can be paid by either cheque or PayPal
• Invoices can be raised on request

If the account falls 3 months or more in arrears availability will be hidden until the outstanding amount has been received by GPlocumDirect

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GPLOCUMDIRECT AND GPintranet™.

Locums using and up to date with monthly subscriptions on GPlocumDirect have access to GPintranet™, a software application that helps to record information (More information can be found at www.gpintranet.net ). However the account for GPintranet™ will only remain active whilst your subscription for GPlocumDirect are up to date and at least six (6) months posting for availability are posted each calendar year. The account will be suspended. if you fall 3 months or more behind on your monthly subscriptions and will only be reactivated once payment has been received.

For full terms and conditions regarding GPintranet™ please the website at www.gpintranet.net

SUPPORT

For Support regarding GPlocumDirect please contact email, support@GPlocumDirect.co.uk or call Allan Davis on 07736820173

LIMITED WARRANTY AND REMEDIES

THIS INTERNET SOFTWARE IS INTENDED TO FASILITATE COMMUNICATION WITHIN A GENERAL PRACTICE SURGERY TO ACCESS THE AVAILABILTY OF LOCUMS.

The software can only be used if the full monthly subscription fee payable to GPlocumDirect has been paid and not more that 3 months in arrears or more than 3 months availability has been posted but not been paid. (Locum’s Only)

1. Except for the express warranty stated above GPlocumDirect gives no warranties, (express or implied), including (but not limited to) any implied warranties whether relating to merchantability or fitness for a particular purpose or otherwise with respect to the software. All such warranties are hereby excluded to the fullest extent permitted by English law. GPlocumDirect and its suppliers do not warrant that the functions contained in the programs will meet your requirements or that the operation of the programs will be uninterrupted or error-free. You assume responsibility for the selection of the program and hardware to achieve your intended results: and for the installation, use and results obtained from the programs. YOUR SOLE REMEDIES AND THE ENTIRE LIABILITY OF GPlocumDirect OR ITS SUPPLIERS ARE SET FORTH ABOVE. IN NO EVENT WILL GPlocumDirect OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS OR OTHER DAMAGES ARISING OUT OF USE OF OR INABILITY TO USE SUCH PROGRAMS.



2. GPlocumDirect reserves the right in its sole discretion to amend the monthly subscription fee on giving one months’ prior written notice, via email to the User.



3. In no event shall GPlocumDirect or its employees be liable for any damages whatsoever, even if GPlocumDirect has been advised of the possibility of such damages in any particular case. GPlocumDirect entire liability under any provisions of this Agreement shall be limited as provided in this Agreement.



4. GPlocumDirect exclusive warranty and the remedy provided for breach thereof shall not apply to damage or deficiencies resulting from accident, alteration, and modification, foreign attachments, misuse, tampering, negligence, improper maintenance or abuse.



5. Updates to GPlocumDirect are included in the monthly subscription to the registered User. Updates will be installed when available. GPlocumDirect is under no obligation to release any updates.



6. This Agreement supersedes all prior agreements and understandings between the parties, whether written or oral, related to the subject matter and is intended by the parties as the complete and exclusive statement of the terms of their Agreement. No modification, addition to, or waiver of any of the terms hereof shall be effective unless in writing and signed by an authorised officer of GPlocumDirect.



7. (a) For the purposes of this Agreement the term “use” is defined as the copying or transmission of the software or (where in machine readable form) into a computer for the processing of the instructions contained in the software.
   (b) For the purposes of this Agreement the term “the software” means the software programs in object code form including any new release of the same made or issued by GPlocumDirect. Which can be found at www.gplocumdirect.co.uk



8. Property and confidentiality in the Software
   
   8.1 The software contains confidential information of GPlocumDirect and all copyright trademarks and other intellectual property rights in the software are the exclusive property of GPlocumDirect.
   
   8.2 The User shall not:
   8.2.1 Make back-up copies of the software;
   8.2.2 save solely for the purposes expressly permitted by and in accordance with s. 296A(1) Contracts, Designs and Patents Act 1988 (as amended) (“CDPA”) or s. 50B(2) CDPA copy adapt or reverse compile the whole or any part of the software:
   8.2.3 assign transfer sell lease rent charge or otherwise deal in or encumber the software to a third party or use the software on behalf of any third party or make available the same to any third party save where such third party has agreed in advance with GPlocumDirect a Programme Licence Agreement in broadly similar terms to this Agreement; or
   8.2.4 remove or alter any copyright or other proprietary notice on any of the software.
   
   8.3 The User shall:
   8.3.1 keep confidential the software and limit access to the same to those of its employees agents and subcontractors who either have a need to know or who are engaged in the Use of the Licensed Programs (including where appropriate the Programme Documentation);
   8.3.2 reproduce on any copy (whether in machine readable or human readable form) of the software GPlocumDirect ’s copyright and trade mark notices;
   8.3.3 notify GPlocumDirect immediately if the User becomes aware of any unauthorised use of the whole or any part of the software by any third party; and without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of GPlocumDirect in the Software.
   
   8.4 The User shall inform all relevant employees agents and sub-contractors that the software constitute confidential information of GPlocumDirect and that all intellectual property rights therein are the property of GPlocumDirect and the User shall take all such steps as shall be necessary to ensure compliance by its employees agents and sub-contractors with the provisions of this clause 8.



9. Copying of the Software
   
   The User shall not be entitled to make any back-up copy of the software. GPlocumDirect will back up all the information held on GPlocumDirect to ensure that there is a copy in case there is damage or failure with GPlocumDirect.



10. Limitation of liability
    
    10.1 The following provisions set out GPlocumDirect ’s entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the User in respect of:
    10.1.1 any breach of its contractual obligations arising under this agreement; and
    10.1.2 any representation statement or tortious act or omission including negligence arising under or in connection with this agreement AND THE USER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 10.
    
    10.2 Any act or omission on the part of GPlocumDirect or its employees agents or sub-contractors falling within clause 10.1 above shall for the purposes of this clause 10 be known as an ‘Event of Default’.
    
    10.3 GPlocumDirect’s liability to the User for death or injury resulting from its own or that of its employees’ agents’ or subcontractors’ negligence shall not be limited.
    
    10.4 Subject to the limits set out in clause 10.5.1 below GPlocumDirect shall accept liability to the User in respect of damage to the tangible property of the User resulting from the negligence of GPlocumDirect or its employee’s agents or sub-contractors.
    
    10.5 Subject to the provisions of clause 10.3 above GPlocumDirect’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:
    10.5.1 £50.00 in the case of an Event of Default falling within clause 10.4 above; and
    10.5.2 in the case of any other Event of Default the aggregate of the monthly subscription paid in the immediately preceding period of 3 months.
    
    10.6 Subject to clause 10.3 above GPlocumDirect shall not be liable to the User in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the User as a result of an action brought by a third parry) even if such loss was reasonably foreseeable or GPlocumDirect had been advised of the possibility of the User incurring the same.
    
    10.7 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this agreement.
    
    10.8 Nothing in this clause shall confer any right or remedy upon the User to which it would not otherwise be legally entitled.
    
    10.9 Any replacement software will be warranted by GPlocumDirect subject to the terms of this Agreement for the remainder of the original warranty period.



11. Risk in the software
    
    Risk in the Software will pass to the User on delivery. If subsequently the software is (in whole or in part) destroyed damaged or lost GPlocumDirect will upon request replace the same subject to the User paying its then replacement charges.



12. Confidentiality
    
    12.1 Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement save that which is:
    12.1.1 Trivial or obvious;
    12.1.2 Already in its possession other than as a result of a breach of this clause; or
    12.1.3 In the public domain other than as a result of a breach of this clause.
    
    12.2 Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 12.1 above by its employee’s, agents and sub-contractors.



13. Duration of agreement
    
    This agreement shall continue until terminated in accordance with the provisions of clause 14 below.



14. Termination
    
    14.1 This agreement may be terminated:
    14.1.1 by the User’s (locum) failure to pay the monthly subscription and be more than 3 months in arrears, once payment has been received account will once again be active;
    14.1.2 by the User upon giving not less than 30 days notice to GPlocumDirect ;
    14.1.3 forthwith by GPlocumDirect if the User fails to pay any sum due hereunder within 30 days of the due date therefore;
    14.1.4 forthwith by either party if the other commits any material breach of any term of this agreement (other than one falling within 14.1.2 above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same;
    14.1.5 forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).
    14.1.6 if GPlocumDirect suspects or has evidence that the User is using GPlocumDirect for any other purpose that it is intended. This also includes solicitation of any kind.
    
    14.2 Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination
    
    14.3 The User accepts that the software was not designed and produced to its individual requirement and that the User was responsible for their selection.
    
    14.4 Upon termination of GPlocumDirect the account held by the user will no longer be active, as well as any user accounts on GPintranet™.
    
    14.5 Leaflets and newsletters that have been published by GPlocumDirect for the intention of facilitating the use of GPlocumDirect. Remain property of GPlocumDirect and shall not be used for reproduction and passed on to a third party.



15. Successors
    
    This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.



16. Assignment and sub-licensing
    
    The User shall not be entitled to assign, or otherwise transfer this agreement nor any of its rights or obligations hereunder nor sub-license the use (in whole or in part) of the software without the prior written consent of GPlocumDirect .



17. Headings
    
    Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.



18. Law
    
    This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (1980) but shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.