Terms of Use

1. Definitions

In this Agreement the following expressions have the meanings stated, unless the context otherwise requires:

• "Clinical Services" means the professional assessment, diagnostic and reporting services delivered by NeuroCheck Pro in relation to Attention-Deficit/Hyperactivity Disorder (ADHD) and neurodiversity (including, where commissioned, autism spectrum condition, dyslexia, dyspraxia/Developmental Coordination Disorder, Tourette syndrome, and related neurodevelopmental presentations).

• "Confirmation" means the confirmation email provided by us setting out the details of the Clinical Services subscribed for and the Fees, or the web form available on the Platform setting out the details of the relevant Clinical Services.

• "Fees" means the fee for the Clinical Services, as may be varied in accordance with the Fees and Payment clause below.

• "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights, in any part of the world.

• "Patient" means the individual who is being assessed in the provision of Clinical Services.

• "Start Date" means the date on which access to the Clinical Services commences, being the date payment is made.

• "Software" refers to the software integral to the operation of the NeuroCheck Pro Platform and any background software which we use in providing the Clinical Services.

• "Term" means the term Clinical Services will be available to you for.

• "Use" means the use, copying or transmission of the service in any manner whatsoever.

2. Clinical Services

Access to the NeuroCheck Pro Platform is provided via a mobile app. This Agreement does not in any circumstances permit you to sign up to or otherwise use the Clinical Services in order to supply similar services to any third party, whether as a reseller or otherwise, or to use the Clinical Services for any reason or purpose other than for your wellbeing.

We may offer differing levels of access or subscription with different levels of functionality, modules or Clinical Services. Access to certain services or features may be restricted or limited depending on the services you have subscribed for, and additional fees may apply if you choose to upgrade. We reserve the right to add or remove Clinical Services and functionality from any subscription type, or to add or remove subscription types.

You agree to use reasonable efforts to prevent unauthorised access to, or use of, the Clinical Services and will notify us as soon as possible if you become aware of any unauthorised access or use. You agree to use the Clinical Services only for lawful purposes and not to violate any law or the intellectual property rights of any third party.

Clinical Services are delivered by appropriately qualified and supervised clinicians (“Clinicians”) (e.g. GMC-registered psychiatrists, HCPC-registered practitioner psychologists, or other suitably registered professionals), within their scope of competence, professional codes of conduct, and current national clinical guidance for ADHD and neurodevelopmental assessments (including guidance issued by NICE and relevant professional regulators). We do not provide diagnostic services via our Platform software: all diagnosis and assessment is carried out by our Clinicians.

The Clinical Services comprise the receipt of information from you and where applicable the Patient, the provision of one or more sessions in which we deliver Clinical Services (“Sessions”), the provision of a report to you, and such other services as we may agree to carry out from time to time. Sessions will be carried out remotely via video call, or at such other location as is agreed by us prior to commencement.

We will carry out the Clinical Services with reasonable care and skill. We may make changes to the Clinical Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Clinical Services, and we shall notify you in any such event.

You may request a change in the Clinical Services at any time, but we will only provide such services if we believe we are qualified to do so. If such changes constitute a material change to those agreed, we reserve the right to revise our fees as previously agreed with you. We will not perform any alternative Clinical Services until you have agreed to pay any such additional fees.

We may provide some of the Clinical Services through third parties and subcontractors. Whether or not we sub-contract is at our absolute discretion, provided that we ensure that relevant Clinical Services are carried out by suitably qualified Clinicians.

Details for how to make a booking will be provided on our website and the NeuroCheck Pro Platform. Once you have made a booking, we will provide you with a confirmation email setting out information in relation to your booking. If payment is due, we will collect payment via credit or debit card in advance, and will not confirm your booking until we have received payment in full.

The Clinical Services will be delivered in Sessions during the working hours of 8am to 8pm on weekdays which are not UK Public Holidays. Sessions will be scheduled through the NeuroCheck Pro Platform, and you are responsible for scheduling them.

We will generally provide you with a written report in relation to diagnosis or treatment (“Report”). Any Report is based on the information available to us and our Clinicians at the time of writing. Conclusions, opinions or judgements made in a Report should not be regarded as definitive or relied upon to the exclusion of other information, opinions and judgements.

Any decisions made by you following receipt of a Report or Session are decisions of yours. Our Clinicians may provide advice but cannot make decisions on your behalf. You must take into account any other factors apart from the advice provided by us or our Clinicians of which you and the other health professionals treating you are aware. Conclusions and judgements may relate to certain contexts and may not be suitable in others, and may be superseded by later clinical practice or research.

3. Fees and Payment

You agree to pay all applicable Fees in accordance with these Terms. Fees are payable in advance and will be collected from the credit or debit card details supplied through the NeuroCheck Pro Platform.

If we terminate the Agreement due to your serious breach, no Fees paid in advance will be refundable. If you terminate the Agreement due to our serious breach, we will refund the Fees paid in advance.

We reserve the right to change or amend our Fees at any time, but once Fees have been agreed for specific Clinical Services we will not increase those Fees until the services have been provided. The fees payable will be those set out on the NeuroCheck Pro Platform, and are due immediately on subscribing. Payment for a Session must be delivered in full before a Session will go ahead.

If any sums are outstanding and due for payment, we reserve the right to immediately suspend the provision of further Clinical Services without further recourse. You will be liable to pay additional fees where we are required to provide alternative or additional services, or to repeat the performance of services already provided as a result of your actions. If you delay or do not cooperate in the delivery of the Clinical Services despite our reasonable efforts, you may be required to pay a supplemental fee if our Fees have increased during the period of delay.

4. Patient Obligations

You agree to supply us with the necessary information which we reasonably need to perform the Clinical Services, and to cooperate in their delivery. If you do not provide information or do not provide it in a timely fashion, or if you do not cooperate with us, we will not be liable for any failure to carry out the Clinical Services as a result.

There may be instances where we provide advice for you to action outside of a Session. You agree that you are solely responsible for participating fully and implementing any action outside of a Session.

5. Limitations on Clinical Services

If we provide Clinical Services to you, this does not amount to comprehensive ongoing care or treatment. Our Clinical Services must be used in conjunction with other treatment or care that you are receiving from health professionals.

We provide Clinical Services giving advice in relation to specific conditions which may include diagnosis, care and treatment recommendations. However, this is not a substitute for ongoing, holistic care, and we recommend that any advice provided is discussed with your general practitioner or primary care doctor, and with any other health professionals providing you with treatment or care. Any health professional providing advice, treatment or care should always exercise their own clinical judgment for any given situation, and should not rely on any information provided by us as the sole basis for medical or health-care decisions.

6. Restrictions

You agree that you will not allow your login details to be used by any other person, and that you will only access the Clinical Services using your unique login details.

You agree that you will not, except as expressly set out in this Agreement, as may be agreed in writing between us, or as permitted by applicable law:

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Clinical Services or Software in any form or media or by any means;

• attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the service or Software;

• access all or any part of the Clinical Services or Software in order to build a product or service which competes with the service;

• license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the service available to any third party except the Patients in accordance with this Agreement;

• make available in any way for the use or benefit of any unauthorised party any information, materials, software, or other proprietary information received from us, in whole or in part, unless we agree in writing;

• remove, deface, obscure, or alter our or any third party’s copyright notices, trademarks or other proprietary rights notices affixed to or provided as part of the service;

• input, upload or otherwise store any documentation, materials, information or other content to the service which is false, inaccurate or otherwise misleading, illegal, defamatory, fraudulent, offensive or infringing on any party;

• upload any files or content that contain viruses, corrupted files, or malicious code or any other similar software or programs that may damage the operation of the Software or service;

• modify, incorporate into, or use the service or Software with other software, or create a derivative work;

• use any robot, spider, scraper, or other automated means to access the service or Software for any purpose without our written consent; or

• attempt to obtain, or assist third parties in obtaining, access to the service other than in accordance with this Agreement.

7. Data Protection

As part of our Clinical Services we will collect personal data relating to your health, which is classed as a “special category” of personal data under Data Protection Legislation. We will therefore require you to sign a consent form consenting to us processing your personal data. You do not have to sign the consent form, however if you do not do so we will be unable to provide the Clinical Services to you.

For the purposes of this clause, “Data Protection Legislation” includes the General Data Protection Regulation (EU) 2016/679 as incorporated into United Kingdom law by the Withdrawal Act 2018 (UK GDPR) and any national implementing laws, regulations and secondary legislation relating to data protection and privacy, as amended or updated from time to time, including the Data Protection Act 2018 and any successor legislation.

NeuroCheck Pro agrees to process the personal data for which it is a controller in accordance with its Privacy Notice.

8. Intellectual Property and Third-Party Links

You acknowledge that all Intellectual Property Rights comprised in the NeuroCheck Pro Platform and Clinical Services belong and shall belong to us or our licensors. You shall not have any rights in or to the Software, NeuroCheck Pro Platform or outputs of the Clinical Services other than the right to access the outputs of the Clinical Services in accordance with the terms of this Agreement.

The NeuroCheck Pro Platform and website may include links to other external websites or materials. We are not responsible for content on any site outside the NeuroCheck Pro Platform and website, and if you follow a link to any of these websites you do so at your own risk.

9. Warranty

Subject to the exceptions set out below and the limitations on our liability, we warrant that we have the right, power and authority to authorise access to the Clinical Services on the terms of this Agreement, and that the Clinical Services will comply in material respects with the description of the services when you register.

The NeuroCheck Pro Platform and website are provided “as is” and we do not warrant that the use of our Clinical Services will be uninterrupted, error-free or 100% accurate. The Platform and website may be unavailable during planned maintenance windows (in which case we will give you reasonable prior written notice) and, in certain limited circumstances, for unscheduled maintenance.

We will have no liability to remedy a breach of warranty where such breach arises as a result of any breach by you of the terms of this Agreement. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, are excluded, including the implied conditions, warranties or other terms as to satisfactory quality, merchantability, fitness for a particular purpose and non-infringement. We may, at our discretion, remedy any breach of warranty by the provision of technical support free of charge.

10. Limitation of Liability

Except as expressly stated in this clause and clauses 4.11 and 4.12, we shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether suffered directly or indirectly, and whether arising in contract, tort (including negligence) or otherwise, which fall within any of the following categories: loss of profits; loss of revenue; loss of anticipated savings; loss of business opportunity; loss of goodwill; loss or corruption of data; indirect or consequential losses.

You acknowledge there is a risk (albeit a low one) of psychological distress arising in connection with undertaking assessments as part of the Clinical Services and/or encountering negative appraisals of various components of your wellbeing, and agree that we are not liable or otherwise responsible for such distress unless this arises due to our negligence.

Subject to the following paragraph, our total liability, whether in contract, tort (including negligence) or otherwise, and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to 100% of the Fees paid by you in the 12-month period leading up to the claim.

The exclusions in this clause do not limit or exclude liability for: death or personal injury caused by our negligence, or the negligence of our officers, employees, contractors or agents; fraud or fraudulent misrepresentation; or any other liability which may not be limited or excluded by law.

All dates supplied by us for the commencement of the Clinical Services shall be treated as approximate only. We shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

11. Confidentiality

The parties will keep confidential all information (written or oral) concerning the business and affairs of the other obtained or received as a result of the discussions leading up to or the entering into of this Agreement, save for information which is: trivial or obvious; already in its possession other than as a result of a breach of this clause; or already in or subsequently enters the public domain other than as a result of a breach of this clause.

You acknowledge and consent to NeuroCheck Pro disclosing such confidential information to its employees, staff, professional advisers, insurers, agents and subcontractors, as required by (i) law, regulation, judicial or administrative process, (ii) applicable professional standards, or (iii) as necessary in the performance of the Clinical Services pursuant to this Agreement.

These terms apply throughout the Term and continue following termination of this Agreement. Information relating to the running of NeuroCheck Pro, such as processes relating to technology, methodologies, machine learning and other items relating to our Clinical Services, will also remain confidential beyond the Term.

12. Term and Termination

The terms in this clause apply to Clinical Services provided through the NeuroCheck Pro Platform. The Agreement, in respect of access to the NeuroCheck Pro Platform, commences on the Start Date and continues until such time as the Clinical Services are concluded, which is determined solely by NeuroCheck Pro.

We may terminate our agreement with you immediately in the event that you breach the terms of this Agreement.

You may terminate the Agreement within 3 days of the Start Date (“Notice Period”) and we will provide a full refund, provided that you have not submitted an assessment. Once the Notice Period lapses, refunds are at the sole discretion of NeuroCheck Pro.

13. Aggregated and Anonymised Information

You acknowledge and agree that, in using the NeuroCheck Pro Platform, certain outputs and other information will be generated, and we reserve the right to use such information in the following ways:

• to collate summary or statistical reports;

• to publish data in peer-reviewed journals as part of ongoing research; and/or

• summary statistics may form part of our marketing literature and other promotional materials.

In each case, we adhere to strict and rigorous standards to anonymise such data before it is shared with a third party, with a view to ensuring that an individual Patient cannot be personally identified.

14. General

This Agreement constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement, provided that nothing in this clause shall limit or exclude any liability for fraud.

A failure by either party to enforce the performance of any provision in this Agreement shall not constitute a waiver of the right to subsequently enforce that provision or any other provision. If any provision is found to be invalid, unenforceable or illegal, the other provisions shall remain in force, and the offending provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

This Agreement may be varied only in writing by both parties. All notices given under this Agreement shall be in writing (a reference to “writing” or “written” includes email). The email address for serving notices on NeuroCheck Pro is support@neurocheckpro.com, and in your case the email address for serving notices is your currently registered email address with the NeuroCheck Pro Platform.

You are not entitled to assign or otherwise transfer this Agreement or any of your rights or obligations, nor are you permitted to sublicense the use of the service, without our prior written consent. Neither party will be liable to the other for any delay in performing or failure to perform any of its obligations (other than a payment obligation) as a result of any cause outside its reasonable control, provided that the affected party promptly notifies the other and uses reasonable endeavours to limit the effect.

A person who is not a party to this Agreement or a permitted assignee has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

15. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the English courts.