Connected Diagnostics Terms and Conditions

CONNECTED DIAGNOSTICS TERMS AND CONDITIONS AGREEMENT 


1. AGREEMENT:
Connected Diagnostics cannot provide a 2nd opinion on any report or data submitted until you have agreed to these terms and conditions
 
2. PARTIES:
These terms and conditions represent the contract between PRODENT LIMITED trading as “Promed”, Tullamore, Killorglin, County Kerry (“Connected Diagnostics”) and you (“Medical Practitioner”). By uploading any data to the Connected Diagnostics cloud database you agree to be bound by these terms and conditions.
 
3. RECITALS:
3.1 Connected Diagnostics operates and maintains a Support Health Care Expertise and Service (“Service”) for medical practitioners in respect of ECG, and/or Holter Monitoring, tracings (“Tracings”) which the Medical Practitioner wishes to use;
 
3.2 Connected Diagnostics and the Medical Practitioner have therefore agreed to enter into this Agreement.
 
4. AGREEMENT:
For the consideration laid out in this Agreement, and in consideration of the mutual covenants, conditions and terms given here, Connected Diagnostics and the Medical Practitioner HEREBY AGREE AS FOLLOWS:
 
5. PRE-CONDITIONS:
5.1 Connected Diagnostics and the Medical Practitioner hereby agree, acknowledge and accept the following pre-conditions to the Medical Practitioner’s use and continued use of the Service:
 
5.1.1 That the Medical Practitioner shall have a current Promed credit account where the outstanding balance is within the agreed credit terms or provide a completed, executed, valid and effective Direct Debit Mandate entitling Connected Diagnostics to debit the Medical Practitioner’s nominated bank account (“Nominated Bank Account”) for the cost of the Service in accordance with the rates;
 
5.1.2 That the Medical Practitioner by accepting the terms and conditions on the Connected Diagnostics website is providing a completed, dated, and executed copy of these Terms and Conditions;
 
5.1.3 That the Medical Practitioner acknowledges the ECG’s and Holter recordings are conducted by trained and qualified clinicians or that they shall attend and pass an eLearning course on the creation of high standard Tracings and the proper use of the Equipment (as defined in Clause 11.1). Any other Health Care Professionals that the Medical Practitioner shall permit to use the Service on his or her behalf must also attend and pass such a course.
 
5.1.4 That the Medical Practitioner is registered as a “Data Controller” pursuant to the Data Protection Acts 1998 and 2003.

6.  PAYMENT:
6.1 Connected Diagnostics shall debit the Medical Practitioner’s nominated bank account on or shortly after the first business day of each calendar month, to cover the use made by the Medical Practitioner of the Service (and where applicable the Equipment) in the preceding calendar month. The amount debited shall be according to with the Rates set down by Connected Diagnostics.
 
7.  RATES:
7.1 The Rates chargeable by Connected Diagnostics for the Service and payable by the Medical Practitioner shall be calculated according Connected Diagnostics’ set rates. Connected Diagnostics may amend these Rates from time to time by issuing a General Notice.
 
8.  PROVISION OF OPINION:
8.1 Connected Diagnostics shall make reasonable efforts to provide a Cardiologist’s Opinion (“Opinion”) on the ECG Tracings sent to it by the Medical Practitioner, subject to the limitations laid out in clause 10, within the following timescales:
 
8.1.2 In the event that the ECG Tracings are received by Connected Diagnostics between 9.00am and 5.00pm on any Business Day (“Connected Diagnostic’s Business Hours”), the Opinion shall be provided before 5.00pm on the following Business Day;
 
8.1.2 In the event that the ECG Tracings are received outside of Connected Diagnostic’s Business Hours, these will be deemed to have been received on the next Business Day. The Opinion shall be provided before 5.00pm on the Business Day following that upon which the ECG Tracing is deemed to have been received.
 
8.2 Connected Diagnostics shall make reasonable efforts to provide a Cardiologist’s Opinion (“Opinion”) on the Holter Monitor Tracings sent to it by the Medical Practitioner, subject to the limitations laid out in clause 10, within the following timescales:
 
8.2.1 In the event that the Holter Monitor Tracings are received by Connected Diagnostics during Connected Diagnostic’s Business Hours, these shall be sent to a Cardiac Technician who will create a report (“Technician’s Report”) before 5.00pm on the next Business Day. Connected Diagnostics will provide The Opinion before 5.00pm on the Business Day following that on which the Technician’s Report is received;
 
8.2.2 In the event that the Holter Monitor Tracings are received outside of Connected Diagnostic’s Business Hours, these will be deemed to have been received on the next Business Day. The Technician will create a report (“Technician’s Report”) before 5.00pm on the next business day. Connected Diagnostics will provide The Opinion before 5.00pm on the Business Day following that on which the Technician’s Report is received.
 
9 USE OF THE SERVICE:
9.1 The Medical Practitioner hereby agrees and covenants that he/she shall:
 
9.1.1 Ensure that only suitably qualified Health Professionals shall use the Service;
 
9.1.2 Ensure that each of the qualified Health Professionals using the Service shall have received and passed the appropriate training in the use of the Service, the creation of high quality Tracings and in the proper use of the Equipment. Such training may need to be updated from time to time;

9.1.3 Ensure that the Service is only used appropriately. Connected Diagnostics shall reserve the right to determine whether the Medical Practitioner’s use of the Service is appropriate or not;
 
10 ACKNOWLEDGEMENT OF USE AND VALUE OF SERVICE:
10.1 The Medical Practitioner hereby acknowledges that the Opinion is provided for the assistance of the Medical Practitioner without the benefit of a physical examination, the personal medical history of the patient, or the patient’s relevant family medical history. Consequently the Medical Practitioner accepts the limitations thereof.
 
10.2 The Medical Practitioner hereby further acknowledges that the only information on which the Opinion is based (in addition to the Tracings) is the patient’s date of birth and gender information as provided by the Medical Practitioner, in respect of which Connected Diagnostics has no liability whatsoever.
 
11 EQUIPMENT RENTAL:
11.1 As an enhancement to the Service, Connected Diagnostics can rent Holter Monitoring Recording Devices and ancillary instrumentation (the “Equipment”), but not associated software, to the Medical Practitioner. This is in order to facilitate the Medical Practitioner’s creation of high quality Holter Monitoring Tracings. In this event the following provisions shall apply:
 
11.1.1 In the event that the Medical Practitioner wishes to rent the Equipment, he/she shall book its rental with Connected Diagnostics for use with a stated patient, for whom he/she shall provide such detailed particulars as Connected Diagnostics shall require;
 
11.1.2 Upon the Equipment becoming available, Connected Diagnostics shall dispatch it in good working order and condition to the Medical Practitioner, by courier;
 
11.1.3 The Medical Practitioner shall create Holter Monitoring Tracings in respect of the patient for whom the Equipment was provided following the instructions accompanying the Equipment. On completion of those Tracings, the Medical Practitioner shall return the Equipment (other than the electrodes) to Connected Diagnostics by the courier service nominated by Connected Diagnostics, and by no other;
 
11.1.4 Upon the return of the Equipment, Connected Diagnostics shall download the Holter Monitoring Tracings thereon and shall, subject to the provisions of clause 8.2, transmit them to a cardiac technician in order to obtain firstly the Technicians Report and subsequently the Opinion for those Tracings.
 
11.2 The Rates chargeable by Connected Diagnostics for the rental and use of the Equipment, and payable by the Medical Practitioner, shall be calculated according to Connected Diagnostics’ set rates. These Rates may be amended from time to time by Connected Diagnostics through issuing a General Notice. These costs shall be deducted from the Nominated Bank Account, in the same way that payment is made for the Service as laid down in clause 6.
 
11.3 The Medical Practitioner shall use and return the Equipment in the same good working order and condition as it was sent by Connected Diagnostics. Where repairs to the Equipment are needed that are attributable directly or indirectly to the Medical Practitioner or his/her Health Care Professionals, the Medical Practitioner shall be responsible for meeting those repair costs. These costs shall be deducted from the Nominated Bank Account, in the same way that payment is made for the Service, as laid down in clause 6.
 
12. TERMINATION:
12.1 Connected Diagnostics or the Medical Practitioner shall be entitled to terminate this Agreement upon giving one month’s notice in writing (“Termination Notice”) to the other.
 
12.2 Either party to this Agreement shall be entitled to terminate this Agreement immediately if one of the following events occurs to the other party. In such cases a Termination Notice shall be deemed to have been served:
 
12.2.1 An Order is made for the winding up of Connected Diagnostics (other than for the purpose of a solvent reconstruction or amalgamation) or, the Medical Practitioner is adjudicated or declared a bankrupt or enters into a composition or arrangement with his or her creditors;
 
12.2.2 If the Medical Practitioner breaches any of the covenants, conditions, terms or obligations imposed upon him or her under this Agreement;
 
12.2.3 If the Medical Practitioner ceases to be a Registered Medical Practitioner for any reason;
 
12.2.4 If the Medical Practitioner uses the service so infrequently as to make it, at the absolute discretion of Connected Diagnostics, not financially viable.
 
12.3 In the event that a Termination Notice is served under clause 12.1 or is deemed to have been served under clause 12.2, this Agreement shall terminate after all outstanding sums relating to this Agreement have been paid by the Medical Practitioner, and all Equipment returned in proper working order to Connected Diagnostics.
 
13. CONFIDENTIALITY:
13.1 The Medical Practitioner and Connected Diagnostics shall at all times (both during the term of this Agreement and after its termination) keep all confidential information of the other party and will not disclose the same to any third party. The parties agree that the use by the Medical Practitioner of the Service and/or of the Equipment is not confidential information.
 
13.2 To the extent necessary to implement the provisions of this Agreement (but not further or otherwise), either party may disclose confidential information to any customers or prospective customers, to any relevant governmental, or other authority or regulatory body.
 
14. DATA PROTECTION:
14.1 Connected Diagnostics has registered as a “Data Processor” pursuant to the Data Protection Acts 1998 and 2003, and the Medical Practitioner has registered as a “Data Controller” and agrees to maintain that registration for the duration of this Agreement.
 
15. FORCE MAJEURE :
15.1 The obligations of each party under this Agreement shall be suspended during the period and to the extent that party is prevented or hindered from complying with them by any cause beyond its reasonable control. This will include (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery and/or telecommunications, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials, goods or raw materials in connection with the performance of this agreement.
 
16. ENTIRE AGREEMENT :
16.1 This agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to it.
 
17. AMENDMENTS:
17.1 Save as expressly provided in this Agreement, and in particular save as regards General Notices, provisions in respect of which are set out in Clause 17.2, no amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of Connected Diagnostics.
 
17.2 Connected Diagnostics and the Medical Practitioner agree and acknowledge that Connected Diagnostics, not withstand the provisions of 17.1, and in the absence of an amendment in writing signed by the Medical Practitioner, shall be entitled to amend Clause 7 of this Agreement, in respect of Rates, and this Agreement generally where in Connected Diagnostics’ opinion the Service would be improved by so doing, by posting a General Notice on Connected Diagnostics’ website. In this event the amendment published in that General Notice will take effect on the first day of the calendar month following its publication.
 
18. ASSIGNMENT:
18.1 The Medical Practitioner shall not assign, transfer, charge or deal in any other manner with this Agreement or any rights under it, or part of it, and/or the Equipment, or purport to do any of the same. The Medical Practitioner shall also not sub-contract nor appoint sub-agents nor delegate any or all of its obligations under this Agreement.
 
19. WAIVER:
19.1 The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor act to bar the exercise or enforcement of that right at any time or times thereafter.
 
20. SEVERABILITY:
20.1 If any part of this Agreement becomes invalid, illegal or unenforceable the parties shall in such an event negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for that provision, which as nearly as possible matches their intentions as expressed in this Agreement.
 
21. NOTICES:
21.1 Any notice required to be given pursuant to this Agreement shall be in writing and shall be given by delivering the notice by hand, or by sending by prepaid post to the address of the relevant party set out in this Agreement or such other address as either party notifies to the other from time to time, or electronically to either party’s email address or secure web page. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery (if delivered by hand), when posted (if sent by post) and when sent (if sent electronically). (This clause excludes General Notices in respect of Rates, Payment Terms or the Terms and Conditions of the Service as posted on Connected Diagnostics’ web site, upon shall have immediate effect once posted.)

22. GOVERNING LAW AND JURISDICTION:
22.1 This agreement shall be governed by and construed in accordance with Irish law and each party hereby irrevocably submits to the jurisdiction of the Irish Courts. The parties hereto submit to the jurisdiction of the Dublin Metropolitan District Court, or, as the case may be, the Dublin Circuit Court, in respect of disputes within the jurisdiction of those Courts having regard to the fact that the contract between the parties shall be deemed to have been executed within the jurisdiction thereof.